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Auditor Report of Whirlpool of India Ltd.

Mar 31, 2023

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF WHIRLPOOL OF INDIA LIMITED

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Opinion

We have audited the accompanying standalone financial statements of Whirlpool of India Limited ("the Company"),
which comprise the Balance sheet as at March 31 2023, the Statement of Profit and Loss, including the statement
of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year
then ended, and notes to the standalone financial statements, including a summary of significant accounting
policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
standalone financial statements give the information required by the Companies Act, 2013, as amended ("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, 2023, its profit including other
comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing
(SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further
described in the ''Auditor''s Responsibilities for the Audit of the Standalone Financial Statements'' section of our
report. We are independent of the Company in accordance with the ''Code of Ethics'' issued by the Institute of
Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the
financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone
financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the standalone financial statements for the financial year ended March 31,2023. These matters were addressed
in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters. For each matter below, our description of how our
audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our
report. We have fulfilled the responsibilities described in the Auditor''s responsibilities for the audit of the
standalone financial statements section of our report, including in relation to these matters. Accordingly, our
audit included the performance of procedures designed to respond to our assessment of the risks of material
misstatement of the standalone financial statements. The results of our audit procedures, including the
procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying
standalone financial statements.

Information Other than the Financial Statements and Auditor''s Report Thereon

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

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other
information and, in doing so, consider whether such other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based
on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management Those charged for the Standalone Financial Statements

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

of the accounting records, relevant to the preparation and presentation of the standalone financial statements
that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company''s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

Those Board of Directors and those charged with Governance are also responsible for overseeing the Company''s
financial reporting process.

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

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

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

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing
our opinion on whether the Company has adequate internal financial controls with reference to financial
statements in place and the operating effectiveness of such controls.

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

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

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

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

We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were
of most significance in the audit of the standalone financial statements for the financial year ended March 31,
2023 and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine
that a matter should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter

The financial statements of the Company for the year ended March 31, 2022, included in these standalone
financial statements, have been audited by the predecessor auditor who expressed an unmodified opinion on
those statements on May 25, 2022.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("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 purposes 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. The Company has commenced taking daily backups in
India with effect from November 11,2022 as more fully discussed in Note 47 of the standalone financial
statements.

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

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

(e) On the basis of the written representations received from the directors as on March 31, 2023 taken on
record by the Board of Directors, none of the directors is disqualified as on March 31,2023 from being
appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls with reference to these standalone financial
statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure
2" to this report;

(g) In our opinion, the managerial remuneration for the year ended March 31,2023 has been paid / provided
by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to
the Act;

(h) The observation relating to maintenance of accounts and other matters connected therewith are as
stated in the paragraph (b) above.

(i) 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, as amended 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 standalone
financial statements - Refer Note 34 to the standalone financial statements;

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

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

iv. a) The management has represented that, to the best of its knowledge and belief, no funds have
been advanced or loaned or invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign
entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that
the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented that, to the best of its knowledge and belief, no funds have
been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding
Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall,
whether, directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries; and

c) Based on such audit procedures performed that have been considered reasonable and appropriate
in the circumstances, nothing has come to our notice that has caused us to believe that the
representations under sub-clause (a) and (b) contain any material misstatement.

v. The final dividend paid by the Company during the year in respect of the same declared for the
previous year is in accordance with section 123 of the Act to the extent it applies to payment of
dividend.

vi. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only
w.e.f. April 1, 2023, reporting under this clause is not applicable.

For S.R. Batliboi & Co. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

per Sanjay Vij

Partner

Membership Number: 095619

UDIN: 230951 69BGXZYX4852

Place of Signature : Gurugram

Date : May 17, 2023


Mar 31, 2022

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS Opinion

We have audited the standalone financial statements of Whirlpool of India Limited ("the Company"), which comprise the Balance Sheet as at March 31,2022, and the Statement of Profit and Loss, Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015 as amended and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022, and profit, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the year ended March 31, 2022. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Description of Key Audit Matter

Measurement of provisions and evaluation of contingent liabilities for uncertain tax positions (Direct Tax and Indirect Tax)

Refer Note 34 to the Standalone Financial Statement

The Company has significant transactions with group companies located outside India and hence are subject to transfer pricing regulations as per Income-Tax Act, 1961 in India. Certain transactions with group companies and various tax positions taken by the Company are challenged by the relevant jurisdictional tax authorities. Further, certain sales and service tax, custom duty positions relating to reporting of taxable turnover, tax rates applicable, non-collection of statutory forms, etc. are challenged by relevant jurisdictional tax authorities.

Management has applied judgement and evaluated the exposure to each litigation/assessment status and thus risk that such case may not be adequately provided for or disclosed as required under ''Ind AS 37 - Provisions, Contingent Liabilities, and Contingent Assets''.

We have determined this matter to be key audit matter due to the significance of the amounts and judgements involved.

Our audit procedure in respect of this area included the following, among others:

• Gained an understanding of the process of identification of claims, litigations and contingent liabilities and identified key controls in the process. For selected controls we have performed tests of controls.

• Obtained the summary of ongoing direct and indirect tax cases, management''s position through discussion with management of the possible outcome of such cases and provisions provided in the standalone financial statements.

• Verified the completeness of the ongoing direct and indirect tax cases by corroborating previous year with list of tax cases, tax litigation status and other underlying documents.

• Engaged tax specialists to technically appraise the tax positions taken by management with respect to direct and indirect tax issues (as considered necessary).

• Assessed litigations on income taxes in terms of recognition and measurement criteria mentioned in Appendix C, Uncertainty over Income Tax Treatments, to Ind AS 12-Income Taxes.

• Assessed the disclosures made in the standalone financial statements to address whether they appropriately reflect the facts and circumstances of the respective tax litigations exposure and the requirements of relevant accounting standards.

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Director''s report etc but does not include the standalone financial statements and our auditor''s report thereon.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act. 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 design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Board of Directors is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

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

We give in "Annexure A" a detailed description of Auditor''s responsibilities for Audit of the Standalone Financial Statements.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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 purposes 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, the Statement of Profit and Loss, the Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.

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

(e) On the basis of the written representations received from the directors as on March 31,2022 taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2022 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure C".

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 34 to the standalone financial statements;

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

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

iv.

(1) The Management has represented that, to the best of it''s knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person/ entity, including foreign entities (''Intermediaries''), with the understanding, whether recorded in writing or otherwise, that the Intermediary has, whether directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(2) The Management has represented that, to the best of it''s knowledge and belief, no funds have been received by the Company from any person/ entity, including foreign entities, that the company has directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(3) Based on our audit procedures which we have considered reasonable and appropriate in the circumstances and according to the information and explanations provided to us by the Management in this regard, nothing has come to our notice that has caused us to believe that the representations made by the Management under sub-clause (i) and (ii) contain any material misstatement.

v. The Company has declared and paid dividend during the year which is in compliance with section 123 of the Act.

3. As required by The Companies (Amendment) Act, 2017, in our opinion, according to information, explanations given to us, the remuneration paid by the Company to its directors is within the limits laid prescribed under Section 197 of the Act and the rules thereunder.

For M S K A & Associates

Chartered Accountants

ICAI Firm Registration No. 105047W

Manish P Bathija

Partner

Membership No. 216706

UDIN: 22216706AJNYHU8666

Place : Gurugram

Date : May 25, 2022


Mar 31, 2021

Opinion

We have audited the standalone financial statements of Whirlpool of India Limited ("the Company"), which comprise the Balance Sheet as at March 31,2021, and the Statement of Profit and Loss, Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015 as amended ("Ind-AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2021, and profit, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw attention to Note 43 to the standalone financial statements which states that the management has made an assessment of the impact of COVID-19 on the Company''s operations, financial performance and position as at and for the year ended March 31,2021 and has concluded that there is no impact which is required to be recognised in the financial statements. Accordingly, no adjustments have been made to the financial statements.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Description of Key Audit Matter

Evaluation of uncertain tax positions (Direct Tax and Indirect Tax)

The Company has transactions with related parties in other countries and hence is subject to transfer pricing regulations as specified under Income-Tax Act, 1961 in India. Certain transactions with related parties and various tax positions taken by the Company are challenged by the relevant tax authorities. Further certain tax positions relating to reporting of taxable turnover, selection of tax rates, non-collection of statutory forms, etc. in indirect tax are challenged by relevant tax authorities.

Management has assessed the Litigations/ Assessments status and has applied judgement in classifying/ taking appropriate actions as required under ''Ind AS 37 - Provisions, Contingent Liabilities, and Contingent Assets''.

We have determined this matter to be key audit matter due to the significance of the amounts and judgements involved.

Description of Auditor''s Response

Our audit procedure in respect of this area included:

• Analysed the list of ongoing litigations, Management''s assessment of the possible outcome of the case and related accounting in the standalone financial statements.

• Verified the completeness of the information by corroborating prior year work papers and changes, if any, to tax litigations status with the underlying documents.

• Auditor''s expert was involved to reassess Management''s assessment of the possible outcome.

• Litigations on income taxes was assessed in terms of recognition and measurement criteria mentioned in Appendix C, Uncertainty over Income Tax T reatments, to Ind AS 12-Income Taxes.

• Assessed the appropriateness of presentation/ disclosures in the standalone financial statements in accordance with Ind AS 37 and Ind AS 12 notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time).

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Director''s report, etc but does not include the standalone financial statements and our auditor''s report thereon.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act. 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 design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Board of Directors is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

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

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our

opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

We give in "Annexure A" a detailed description of Auditor''s responsibilities for Audit of the Standalone Financial Statements.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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 purposes 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, the Statement of Profit and Loss, the Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Ind-AS specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on March 31,2021 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2021 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure C".

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 34 to the standalone 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.

3. As required by The Companies (Amendment) Act, 2017, in our opinion, according to information, explanations given to us, the remuneration paid by the Company to its directors is within the limits laid prescribed under Section 197 of the Act and the rules thereunder.

For MSKA & Associates

Chartered Accountants

ICAI Firm Registration No. 105047W

Manish P Bathija

Partner

Place: Gurugram Membership No. 216706

Date : June 15, 2021 UDIN: 21216706AAAABR8420


Mar 31, 2019

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the standalone financial statements of Whirlpool of India Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2019, and the Statement of Profit and Loss, Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as ‘the standalone financial statements’).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“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, 2019, and profit, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Description of Key Audit Matter

Evaluation of uncertain tax positions (Direct Tax and Indirect Tax)

The Company has transactions with related parties in other countries and hence is subject to transfer pricing regulations as specified under Income-Tax Act, 1961 in India. Certain transactions with related parties and various tax positions taken by the Company are challenged by the relevant tax authorities. Further certain tax positions relating to reporting of taxable turnover, selection of tax rates, non-collection of statutory forms, etc. in indirect tax are challenged by relevant tax authorities.

Management has assessed the Litigations/ Assessments status and has applied judgement in classifying/ taking appropriate actions as required under ‘Ind AS 37 - Provisions, Contingent Liabilities, and Contingent Assets’.

We have determined this matter to be key audit matter due to the significance of the amounts and judgements involved.

Description of Auditor’s Response

Our audit procedure in respect of this area included:

1. Analysed the list of ongoing litigations, Management’s assessment of the possible outcome of the case and related accounting/ disclosures made in the standalone financial statements.

2. Verified the completeness of the information by corroborating prior year work papers and changes, if any, to tax litigations status with the underlying documents.

3. Auditor’s expert was involved to reassess Management’s assessment of the possible outcome.

4. Assessed the appropriateness of presentation/ disclosures in the standalone financial statements.

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Management report, Chairman’s statement, Director’s report etc but does not include the standalone financial statements and our auditor’s report thereon.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act. 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 design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Board of Directors is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

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

We give in “Annexure A” a detailed description of Auditor’s responsibilities for Audit of the standalone financial statements.

Report on Other Legal and Regulatory Requirements

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

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 purposes 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, the Statement of Profit and Loss, the Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

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

(e) On the basis of the written representations received from the directors as on March 31, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2019 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure C”;

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 34 to the standalone 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.

3. As required by The Companies (Amendment) Act, 2017, in our opinion, according to information, explanations given to us, the remuneration paid by the Company to its directors is within the limits laid prescribed under Section 197 of the Act and the rules thereunder.

ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT ON EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF WHIRLPOOL OF INDIA LIMITED

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

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

- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

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

- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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

ANNEXURE B TO INDEPENDENT AUDITORS’ REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL

STATEMENTS OF WHIRLPOOL OF INDIA LIMITED FOR THE YEAR ENDED MARCH 31, 2019

[Referred to in paragraph under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditors’ Report]

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

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

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company except for one immovable properties aggregating INR 3 lacs as at March 31, 2019 for which title deeds were not available with the Company and hence we are unable to comment on the same.

ii. The inventory has been physically verified by the Management during the year except for inventories in transit aggregating to INR 11,496 lacs as on March 31, 2019. In our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on verification between the physical stocks and the book records.

iii. The Company has not granted any loans, secured or unsecured to Companies, Firms, Limited Liability Partnerships (LLP) or other parties covered in the register maintained under section 189 of the Companies Act, 2013 (‘the Act’). Accordingly, the provisions stated in paragraph 3 (iii) (a) to (c) of the Order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, the Company has not either directly or indirectly, granted any loan to any of its directors or to any other person in whom the director is interested, in accordance with the provisions of section 185 of the Act and the Company has not made investments through more than two layers of investment companies in accordance with the provisions of section 186 of the Act. Accordingly, provisions stated in paragraph 3(iv) of the Order are not applicable to the Company.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the rules framed there under.

vi. We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the Company pursuant as specified by the Central Government for the maintenance of cost records under sub-section (1) of section 148 of the Act and we 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 records with a view to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income-tax, goods and service tax, duty of customs, cess and any other statutory dues applicable to it.

No undisputed statutory dues were in arrears, as at March 31, 2019 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us and examination of records of the Company, the outstanding dues of income-tax, goods and service tax, customs duty, cess and any other statutory dues on account of any dispute, are as follows:

Amount in INR Lacs

Name of the statute

Nature of dues

Amount

Amount paid under protest

Period

(Financial

year)

Forum where dispute is pending

Central Excise Act, 1994

Differential duty demanded by the department on washers

17

-

2000-03

CESTAT

Recovery of CENVAT Credit

101

96

1993-94

Customs Act, 1962

Denial of exemption on account of classification issue of water purifiers

36

-

2010-11

Service Tax Rule, 1994

Service Tax on Technical Assistance and bill discounting

174

40

2005-07

Service tax on export of services

22

-

2007-08

Disallowance of input credit transferred

5

-

2003-05

Disallowance of input credit on Rent a cab service

41

2

2003-05

Commissioner Appeal

Income tax Act, 1961

Penalty under section 271 (1)(c) (Appeal filed by tax Department)

148

-

2004-05

ITAT

Andhra Pradesh General Sales Tax Act, 1957

Tax levied on optional service contacts

7

4

2000-01

Tribunal

14

14

2001-02

Sales tax officer

19

10

2002-03

High Court

9

5

2003-04

Additional

Commissioner

Andhra Pradesh GST

Check post penalty

2

-

2018-19

Commissioner Appeal

Andhra Pradesh Value Added Tax Act, 2005

Dispute on tax rate at Gas

7

7

2006-07

2007-08

Sales tax officer

Bihar Sales Tax Act, 1959

Entry Tax

1

-

2003-04

Sales tax officer

Penalty at Check Post

4

1

2002-03

Tribunal

Rebate disallowed

1

-

2004-05

Deputy Commissioner

Bihar Value Added Tax Act, 2005

CAG objection

47

14

2013-14

Revision with Commissioner

Tax rate dispute

2

2

2007-08

Tribunal

Tax on discount through credit note

8

8

2009-10

Joint Commissioner

15

15

Tribunal

40

40

2010-11

Tribunal

Entry tax

7

7

2009-10

Deputy Commissioner

Forms short

25

25

2009-10

Tribunal

Forms short

71

71

2010-11

Forms short

4

1

2006-07

Sales tax officer

Road Permit Mismatch

1

#

2014-15

Commissioner

Non submission of forms

1

-

2005-06

Deputy Commissioner

Penalty

1

-

2011-12

Penalty

67

20

2014-15

Commissioner

31

-

2015-16

Tax on discount through credit note

101

30

2012-13

Joint Commissioner

Post sale discount and sales return disallowed

85

26

2014-15

Commissioner

47

19

2013-14

Tax on discount through credit note

24

24

2012-13

Joint Commissioner

26

16

2011-12

Tax on discount through credit note

6

-

2008-09

Commissioner of sales tax

10

-

2009-10

3

-

2010-11

Tax on discount through credit note

43

-

2005-06

Sales tax officer

1

-

2006-07

Deputy Commissioner

34

-

Sales tax officer

Tax rate dispute

10

10

2008-09

Tribunal

Amount in INR Lacs

Name of the statute

Nature of dues

Amount

Amount paid under protest

Period

(Financial

year)

Forum where dispute is pending

Bombay Sales Tax Act, 1959

Tax on CQB excess claimed and non submission of C forms

11

3

2004-05

Joint Commissioner

Haryana General Sales Tax Act, 1973

Enhancement of turnover by taxing on Maximum retail price value

9

9

2002-03

Joint Commissioner

Interest under section 59 of the sales tax act

17

17

1982-83

High Court

16

16

1983-84

82

82

1984-85

42

42

1985-86

Haryana Value Added Tax Act, 2003

Entry Tax

59

-

2007-08

High Court

C forms

66

-

2014-15

Excise & Taxation Officer

Short payment of tax and interest for unverified forms

98

2015-16

Joint Excise & Taxation Commissioner (Appeal)

J & K General Sales Tax Act, 1962

Rejection of claim

5

5

2002-03

Sales tax officer

J & k Value Added Tax Act, 2005

Penalty at Check Post

2

2007-08

2012-13

2014-15

Deputy Commissioner

Rejection of claim

3

3

2008-09

6

6

2009-10

2

2

2012-13

Sales tax officer

Jharkhand GST Act

Penalty

1

-

2018-19

Joint Commissioner

Jharkhand Value Added Tax Act, 2005

Non submission of Canteen Store Department Certificate

6

2009-10

Kerala General Sales Tax Act, 1963

Penalty at Check post

1

1

2013-14

Intelligence

1

1

2015-16

Enhancement of turnover

11

11

2002-03

Tribunal

Non submission of C forms

6

2

2006-07

Deputy Commissioner

Penalty

1

1

2002-03

Sales tax officer

Penalty at Check Post

5

-

2012-13

2013-14

Intelligence

Rejection of credit notes on discounts

18

18

2003-04

High Court

Rejection of sales returns and non submission of F-forms

2

2

2000-01

Sales tax officer

Rejection of statutory forms

5

5

2004-05

Enhancement of turnover

5

1

2014-15

Deputy Commissioner

Mismatch in Closing Stock

30

9

2010-11

Tribunal

Non Submission of Form C and Form F

511

-

2008-09

Deputy Commissioner

Amount in INR Lacs

Name of the statute

Nature of dues

Amount

Amount paid under protest

Period

(Financial

year)

Forum where dispute is pending

Kerala Value Added Tax Act, 2005

Penalty at Check Post

1

-

2016-17

Intelligence

Non submission of C Forms and others

501

-

2007-08

Deputy Commissioner

Dispute on tax rate

8

8

2009-10

Non submission of forms

1

-

2005-06

Sales tax officer

Penalty at Check Post

3

3

2008-09

Deputy Commissioner

Penalty at Check Post

2

1

2006-07

Deputy Commissioner

#

-

2007-08

1

1

2009-10

2

#

2010-11

Deputy Commissioner

7

7

Sales tax officer

1

-

2009-10

2010-11

Intelligence

#

-

2016-17

Assistant

Commissioner

Penalty due to stock difference at per physical inspection

64

19

2007-08

Deputy Commissioner

Refund

3

3

2001-02

Sales tax officer

Rejection of claim for concessional sale

15

15

2008-09

Deputy Commissioner

Rejection of claim of Lakshadweep sale

4

3

2009-10

Tribunal

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

15

15

2009-10

Deputy Commissioner

61

25

2011-12

Rejection of credit notes and forms short deposited

109

109

2005-06

Sales tax officer

Rejection of statutory forms

58

38

2006-07

Deputy Commissioner

Enhancement of turnover

1

-

2014-15

Deputy Commissioner

Maharashtra Value Added Tax Act, 2005

CQB sales partially disallowed

1,107

75

2011-12

Joint Commissioner

Refund

29

29

2006-07

Sales tax officer

3

3

2012-13

Tax on CQB

3

-

2005-06

Joint Commissioner

MP commercial Tax Act, 1944

Non submission of forms

#

-

2004-05

Sales tax officer

Rejection of claim on discounts

28

15

2002-03

Additional

Commissioner

26

3

2003-04

Rejection of credit notes

13

4

1998-99

Tribunal

18

4

2001-02

High Court

Rejection of Forms

#

#

2003-04

Additional

Commissioner

Rejection of sales return

3

1

1999-00

Tax Board

MP Value Added Tax Act, 2005

Forms short

2

-

2011-12

Additional

Commissioner

Rejection of sales return

20

6

2005-06

Additional

Commissioner

Orissa Sales Tax Act, 1947

Enhancement of turnover

7

6

2001-02

High Court

Non submission of forms

2

2

1996-97

High Court

1

1

1997-98

Sales tax officer

2

-

1998-99

Tribunal

3

1

1999-00

1

-

2000-01

1

1

2001-02

Rejection of sales return

1

1

1999-00

Tribunal

6

2

2000-01

Road permit

1

1

2001-02

Sales tax officer

Entry tax

3

-

2002-03

Tribunal

Amount in INR Lacs

Name of the statute

Nature of dues

Amount

Amount paid under protest

Period

(Financial

year)

Forum where dispute is pending

Orissa Value Added Tax Act, 2005

Tax on entry of goods

332

-

2008-09

High Court

Punjab value added tax act, 2005

Penalty at Check Post

1

-

2006-07

Deputy Commissioner

#

#

2010-11

Sales tax officer

Tax on freight charged on invoices

31

8

2005-06

Sales Tax Officer

235

59

2006-07

Tribunal

Turnover enhanced

535

-

2010-11

1st Appeal

Rajasthan Entry Tax Act, 2005

Rejection of surcharge on tax on turnover

12

-

2013-14

2014-15

Deputy Commissioner

Entry Tax

67

11

2008-09

46

8

2009-10

63

10

2010-11

60

11

2011-12

35

7

2012-13

14

3

2013-14

27

-

2007-08

25

-

2008-09

Rajasthan Sales Tax Act, 1954

CSD Certificate short submitted

6

-

2015-16

Assessing Authority

Rejection of surcharge

6

5

2000-01

Sales tax officer

Rajasthan Value Added Tax Act, 2005

CSD form short

2

2

2010-11

Deputy Commissioner

Rejection of claim on credit notes for discount

35

35

2006-07

High Court

47

47

2007-08

17

17

2008-09

Tamil Nadu General Sales Tax Act, 1959

Penalty at Check Post

23

8

1994-95

10

3

1995-96

9

8

1996-97

28

11

1997-98

Demand on imported goods taxed at Higher rate

53

16

2002-03

50

12

2003-04

Demand on Statutory Form

1

-

2016-17

Deputy Commissioner

Entry Tax

1

-

2001-02

Tribunal

Penal interest on late payment - Entry tax

3

-

2002-03

High Court

Rejection of Discount and non submission of F-Form

1

1

2005-06

Sales tax officer

Tamil Nadu Value Added Tax Act, 2006

C Form short

3

3

2015-16

First Appellate Authority

C Form short deposited

2

1

2012-13

Joint Commissioner

Penalty at Check post

8

-

2014-15

1

-

2015-16

Forms C & F short submitted

44

27

2010-11

Sales tax officer

Penalty at Road side

8

8

2010-11

Joint Commissioner

Rejection of Stock Transfer and C-form short

5

5

2008-09

2009-10

Commercial Tax Officer

Check post penalty

17

-

2015-16

Deputy State Tax Officer

The Jharkhand Value Added Tax Act, 2003

Interest & penalty

1

-

2005-06

Sales tax officer

Loss in trading account

13

-

2014-15

Joint Commissioner

Non submission of forms

1

-

2004-05

2006-07

Sales tax officer

Penalty at Check Post

6

6

2011-12

Commissioner of sales tax

Turnover enhanced

42

-

2010-11

Joint Commissioner

Amount in INR Lacs

Name of the statute

Nature of dues

Amount

Amount paid under protest

Period

(Financial

year)

Forum where dispute is pending

UP Entry Tax Act, 2007

Entry Tax

213

180

2008-09

High Court

Entry tax & interest

54

47

2009-10

Tribunal

UP State Goods and Services Tax Act

Penalty at Check Post

9

-

2010-11

Assistant

Commissioner

9

-

2017-18

Joint Commissioner

UP Value Added Tax Act, 2008

Enhancement of turnover

3

3

2007-08

Tribunal

F-Form short and sales turnover increased

3

3

2011-12

Penalty at Check Post

1

1

2007-08

Assistant

Commissioner

6

6

2008-09

2009-10

Tribunal

4

4

2009-10

2

-

2013-14

Joint Commissioner

9

9

2014-15

Deputy Commissioner

Penalty at Check Post

#

#

2009-10

Commercial Tax Officer

#

-

2010-11

Joint Commissioner

Turnover enhanced

22

22

2014-15

Deputy Commissioner

Turnover increment as per departmental stock inspection

71

25

2011-12

Tribunal

Uttrakhand Value Added Tax Act, 2005

Tax on gas sales

1

1

2008-09

First Appellate Authority Sales Tax Officer

1

1

2009-10

2

2

2010-11

West Bengal Sales Tax Act, 1944

Rejection of claim of credit notes, canteen store Department Certificate not available

105

-

2002-03

Special Commissioner

Rejection of claim for concessional sale

36

5

2000-01

Revision Board

Rejection of claim of concessional sale

7

-

2001-02

Deputy Commissioner

5

-

2002-03

Special Commissioner

2

-

2004-05

Additional

Commissioner

Rejection of claim of credit notes, forms short etc

32

-

1998-99

Tribunal

25

2

1999-00

Revision Board

14

3

2001-02

Deputy Commissioner

85

-

2003-04

Revision Board

120

10

2004-05

Revision Board

West Bengal Value Added Tax Act, 2005

Entry tax computed without reversal on stock transfer

152

-

2015-16

Joint Commissioner

Export disallowed, Mismatch with customer

26

4

2013-14

14

2

2014-15

Export partly disallowed

1

-

2015-16

Increased in Turn over due to form rejection

4

-

2010-11

Rejection of claim of concessional sale

12

-

2006-07

Additional

Commissioner

Rejection of claim of credit notes, forms short

106

-

2005-06

Assistant

Commissioner

1

-

2005-06

Revision Board

Sales reversal not considered

1

-

2011-12

Joint Commissioner

Sales reversal rejected

116

18

2012-13

Wrong computation

1

-

2013-14

# Amount is below the round off norm.

viii. The Company does not have any loans or borrowings from any financial institution, banks, government or debenture holders during the year. Accordingly, the provision stated in paragraph 3(viii) of the Order is not applicable to the Company.

ix. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, the provisions stated in paragraph 3 (ix) of the Order are not applicable to the Company.

x. During the course of our audit, examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees.

xi. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, the provisions stated in paragraph 3(xii) of the Order are not applicable to the Company.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the provisions stated in paragraph 3 (xiv) of the Order are not applicable to the Company.

xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, provisions stated in paragraph 3(xv) of the Order are not applicable to the Company.

xvi. In our opinion, the Company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions stated in paragraph clause 3 (xvi) of the Order are not applicable to the Company.

ANNEXURE C TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF WHIRLPOOL OF INDIA LIMITED

[Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditors’ Report of even date to the Members of Whirlpool of India Limited on the Standalone Financial statements for the year ended March 31, 2019]

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls with reference to financial statements of Whirlpool of India Limited (“the Company”) as of March 31, 2019 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls with reference to financial statements.

Meaning of Internal Financial Controls With reference to Financial Statements

A company’s internal financial control with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls With reference to financial statements

Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an internal financial controls with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2019, based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note.


Mar 31, 2018

INDEPENDENT AUDITOR’S REPORT To

The Members of Whirlpool of India Limited 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, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Ind AS 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 state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015, as amended, and the accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 design, implementation and maintenance of adequate internal financial controls, 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.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit of the financial statements in accordance with the Standards on Auditing 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 Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the 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. An audit also includes evaluating the appropriateness of the 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 aforesaid 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 including the Ind AS, of the state of affairs (financial position) of the Company as at March 31, 2018, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Other Matter

The financial statements of the Company for the year ended March 31, 2017, were audited by another auditor whose report dated May 16, 2017 expressed an unmodified opinion on those statements.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. 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 purposes 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, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flow and the Statement of Changes in Equity 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 and the Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) on the basis of the written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in ‘Annexure A’; and

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

i. the Company has disclosed the impact of pending litigations on its financial position in its Ind AS financial statements - Refer Note 34 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; and

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

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

ANNEXURE A TO THE INDEPENDENT AUDITORS’ REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF WHIRLPOOL OF INDIA LIMITED FOR THE YEAR ENDED MARCH 31, 2018

[Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditors’ Report]

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Whirlpool of India Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgments, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial

reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note.

Auditors’ Report On Quarterly Financial Results and Year to Date Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To the Board of Directors of Whirlpool of India Limited

1. We have audited the accompanying Statement of Standalone Financial Results of Whirlpool of India Limited (‘the Company’) for the quarter and year ended March 31, 2018 (the ‘Statement’), being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as modified by Circular No.CIR/ CFD/ FAC/ 62/ 2016 dated July 5, 2016.

2. The Statement, as it relates to the quarter ended March 31, 2018, are the balancing figures between audited standalone figures in respect of the full financial year and the published standalone year to date figures up to the end of the third quarter of the financial year, prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 “Interim Financial Reporting” (‘Ind AS 34’). The Statements relates to the year ended March 31, 2018, which has been prepared on the basis of the related standalone financial statements for the year ended March 31, 2018, prepared in accordance with the Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India. This Statement is the responsibility of the Company’s Management and is approved by the Board of Directors. Our responsibility is to express an opinion on the Statement based on our audit of standalone financial statements for the year ended March 31, 2018 and our review of standalone financial results for the nine months period ended December 31, 2018.

3. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Companies Act, 2013. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Statement is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Statement. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation of the Statement that give a fair presentation view 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 Company’s internal control. An audit also includes evaluating the appropriateness of the 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 Statement.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Statement.

Opinion

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

i. is presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as modified by Circular No. CIR/CFD/FAC/62/2016 dated July 5, 2016; and

ii. gives a true and fair view in conformity with the aforesaid Indian Accounting Standards and other accounting principles generally accepted in India of the net profit, total comprehensive income and other financial information of the Company for the year ended March 31, 2018.

Other Matter

5. The comparative financial information of the Company for the quarter/ year ended March 31, 2017 prepared in accordance with Ind AS included in the Statement have been audited by the predecessor auditor who had audited the financial statements for the relevant periods. The report of the predecessor auditor dated May 16, 2017 on the comparative financial information dated March 31, 2017 expressed an unmodified audit opinion.

Our opinion is not modified in respect of this matter.

[Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditors’ Report]

i. In respect of the Company’s fixed assets:

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

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

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company except for two immovable properties aggregating INR154 lacs as at March 31, 2018 for which title deeds were not available with the Company and hence we are unable to comment on the same.

ii. The inventory has been physically verified during the year by the Management, except for inventories in transit aggregating to INR10,167 lacs as on March 31, 2018. In our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on verification between the physical stock and the book records.

iii. The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships (LLP) or other parties covered in the register maintained under Section 189 of the Companies Act, 2013 (‘the Act’). Accordingly, the provisions stated in paragraph 3 (iii) (a) to (c) of the Order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, the Company has not either directly or indirectly, granted any loan to any of its directors or to any other person in whom the director is interested, in accordance with the provisions of Section 185 of the Act and the Company has not made investments through more than two layers of investment companies in accordance with the provisions of Section 186 of the Act. Accordingly, provisions stated in paragraph 3(iv) of the Order are not applicable to the Company.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the rules framed there under.

vi. We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the Company pursuant as specified by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act and we 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 records with a view to determine whether they are accurate or complete.

vii. According to the information and explanations given to us and the records of the Company examined by us in respect of statutory dues, in our opinion:

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

(b) there are no undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, goods and service tax, cess and any other statutory dues which were applicable to the Company were in arrears, as at March 31, 2018 for a period of more than six months from the date they became payable.

(c) details of dues of income-tax, sales-tax, service tax, customs duty, excise duty, value added tax, cess and any other statutory dues on account of any dispute, are as follows:

Name of Statue

Nature of Dues

Amount

Amount paid under protest

Period

(Financial

year)

Forum Pending

Central Excise Act,1944

Differential Duty demanded by the department on washers

17

-

2000-03

CESTAT

Recovery of CENVAT Credit

101

96

1993-94

Service Tax Rule, 1994

Service Tax on Technical knowhow and bill discounting

174

40

2005-07

Service Tax on Export of services

22

-

2007-08

Disallowance of input credit transferred

5

-

2003-05

Disallowance of input credit on Rent a cab service

41

2

2003-05

Commissioner Appeal

Customs Act,1962

Denial of exemption on account of classification issue of water purifies

36

-

2010-11

Supreme Court

Income Tax Act,1961

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

37,186

2009-10

2010-11 2011-12

ITAT

Penalty under section 271(1)(c) (Appeal filed by Tax Department)

148

-

2004-05

Andhra Pradesh General Sales Tax Act, 1957

Tax levied on optional service contacts

17

8

2000-01

2003-04

Tribunal

Tax levied on optional service contacts

19

10

2002-03

High Court

Tax levied on optional service contacts

14

14

2001-02

Sales Tax Officer

Andhra Pradesh Value Added Tax Act, 2005

Dispute on tax rate at Gas

7

7

2006-07

2007-08

Sales Tax Officer

Bihar Sales Tax Act, 1959

Penalty at Check Post

4

1

2002-03

Tribunal

Entry Tax

1

-

2003-04

Sales Tax Officer

Rebate disallowed

1

-

2004-05

Deputy Commissioner

Bihar Value Added Tax Act, 2005

Tax on discount through credit note

101

30

2012-13

Joint Commissioner

Post sale discount and sales return disallowed, CAG objection, Road Permit mismatch

248

79

2013-14

2014-15

Commissioner

Non submission of F forms

1

-

2005-06

Deputy Commissioner

Penalty

1

-

2011-12

Tax on discount through credit note

34

24

2009-10

2011-12

Joint Commissioner

Tax on discount through credit note

54

54

2009-10

2010-11

Tribunal

Tax on discount through credit note

79

1

2005-06

2006-07

Sales Tax Officer

Forms Short

3

-

2006-07

Forms Short

102

102

2007-08

2008-09

2009-10

2010-11

Tribunal

Forms Short

3

3

2012-13

Joint Commissioner

Provisional assessment-demand created due to non submission of sales returns Invoices

24

24

2012-13

Tax rate dispute

0

0

2007-08

Sales Tax Officer

Tax rate dispute

12

12

2007-08

2008-09

Tribunal

Entry Tax

7

7

2009-10

Deputy Commissioner

Bombay Sales Tax Act, 1959

Tax on CQB excess claimed and non submission of C forms

11

2

2004-05

Joint Commissioner

Haryana Value Added Tax Act, 2003

Entry Tax

59

-

2007-08

High Court

Enhancement of turnover by taxing on Maximum retail price value

9

9

2002-03

Joint Commissioner

Name of Statue

Nature of Dues

Amount

Amount paid under protest

Period

(Financial

year)

Forum Pending

Haryana General Sales Tax Act, 1973

Interest under section 59 of the act

157

157

1982-83

1983-84

1984-85

1985-86

High Court

Rajasthan Entry Tax Act, 2005

Entry Tax

350

49

2007-09

2008-09

2009-10

2010-11 2011-12

2012-13

2013-14

2014-15

Deputy Commissioner

Rajasthan Value Added Tax, 2005

Canteen Store Department Certificate and C Form short submitted

6

-

2015-16

Assistant

Commissioner

Rejection of claim on credit notes for discount

99

99

2006-07

2007-08

2008-09

High Court

SRN’s not allowed

2

2

2010-11

Deputy Commissioner

J & K General Sales Tax Act, 1962

Rejection of claim

5

5

2002-03

Sales Tax Officer

J & K Value Added Tax Act, 2005

Penalty at Check Post

2

-

2012-13

2014-15

Deputy Commissioner

Non submission of C forms

1

-

2012-13

Rejection of claim

18

18

2008-09

2009-10

2010-11 2011-12 2012-13

Jharkhand Value Added Tax Act 2005

Non Submission of Canteen Store Department Certificate

6

-

2009-10

Joint Commissioner

Rejection of discount

19

2008-09

2009-10

2010-11

Commissioner of sales tax

Interest and penalty

1

-

2005-06

Sales Tax Officer

Non submission of F forms

1

-

2004-05

2006-07

Penalty at Check Post

6

6

2011-12

Commissioner of sales tax

Higher rate of tax imposed

42

-

2010-11

Joint Commissioner

Name of Statue

Nature of Dues

Amount

Amount paid under protest

Period

(Financial

year)

Forum Pending

Kerala Value Added Tax Act, 2005

Non submission of C forms

6

2

2006-07

Deputy Commissioner

Penalty at Check Post

5

-

2012-13

2013-14

Intelligence

Mismatch in Closing Stock

30

9

2010-11

Intelligence

Non submission of C forms and others

514

1

2007-08

2008-09

Deputy Commissioner

Non submission of C forms

1

-

2005-06

Sales Tax Officer

Penalty at Check Post

8

2006-07

2007-08 2010-11 2012-13

Deputy Commissioner

Penalty at Check Post

6

2

2009-10

2010-11 2013-14

2015-16

2016-17

Intelligence

Penalty due to stock difference as per physical verification

64

19

2007-08

Deputy Commissioner

Rejection of claim of Lakshadweep sale

4

3

2009-10

Tribunal

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

61

25

2011-12

Deputy Commissioner

Enhancement of turnover and non submission of C and F forms

501

-

2007-08

Enhancement of Turnover on mismatch, debit note, Stock transfer value enhanced

6

1

2014-15

Rejection of C and F forms

58

38

2006-07

Rejection of claim for concessional sale

15

15

2008-09

Rejection of claim of stock transfer, due to check post seal, Canteen sale and Interest etc.

15

15

2009-10

Rejection of credit notes and forms short deposited

109

109

2005-06

Sales Tax Officer

Penalty at Check Post

7

7

2010-11

Refund

3

3

2001-02

Penalty at Check Post

5

5

2006-07

2008-09

2009-10

Deputy Commissioner

Dispute on tax rate

8

8

2009-10

Enhancement of turnover

11

11

2002-03

Tribunal

Penalty

1

1

2002-03

Sales Tax Officer

Rejection of credit notes on discounts

18

18

2003-04

Tribunal

Rejection of sales returns and F-forms short

2

2

2000-01

Sales Tax Officer

Rejection of statutory forms

5

5

2004-05

Sales Tax Officer

Maharashtra Value Added Tax Act, 2005

CQB sales partially disallowed

1,107

75

2011-12

Joint Commissioner

Rejection of Input Tax on purchase

253

38

2006-07

2007-08

Tax on CQB

3

-

2005-06

Refund

32

32

2006-07

2012-13

Sales Tax Officer

Tax on CQB and C forms short deposited etc

86

22

2007-08

Joint Commissioner

Name of Statue

Nature of Dues

Amount

Amount paid under protest

Period

(Financial

year)

Forum Pending

MP commercial Tax Act, 1944

Rejection of claim on discounts

53

17

2002-03

2003-04

Additional

Commissioner

Rejection of credit notes

13

4

1998-99

Tribunal

Rejection of credit notes

18

4

2001-02

High Court

Rejection of F forms

1

1

2003-04

Additional

Commissioner

Non submission of forms

1

1

2004-05

Sales Tax Officer

Rejection of sales return

3

1

1999-00

Tax Board

MP Value Added Tax Act, 2005

F forms and Canteen Store Department Certificate short deposited

2

-

2011-12

Additional

Commissioner

Rejection of sales return

21

6

2005-06

Orissa Sales Tax Act, 1947

Enhancement of turnover

7

6

2001-02

High Court

Non submission of local forms to registered dealers

2

2

1996-97

Non submission of F forms

8

3

1998-99

1999-00

2000-01 2001-02

Tribunal

Entry Tax

3

-

2002-03

Non submission of forms

1

1

2008-13

Sales Tax Officer

Rejection of sales return

7

3

1999-00

2000-01

Tribunal

Orissa Value Added Tax Act, 2005

Tax on entry of goods

332

-

2008-09

High Court

Non submission of forms

1

1

1997-98

Sales Tax Officer

Cash Discount, Non submission of Debit Note against cash discount and sale reversal

2

-

2013-14

2014-15

Joint Commissioner

Punjab Value Added Tax Act, 2005

Penalty at Check Post

1

-

2006-07

Deputy Commissioner

Penalty at Check Post

1

1

2010-11

Sales Tax Officer

Turnover enhanced

535

-

2010-11

Deputy Commissioner

Tax on freight charged on invoices

265

66

2005-06

2006-07

Sales Tax Officer

Rajasthan Sales Tax Act, 1954

Rejection of surcharge on tax on turnover

7

5

2000-01

Sales Tax Officer

Rejection of surcharge on tax on turnover

4

4

2001-02

2002-03

Tamil Nadu General Sales Tax Act, 1959

Demand on imported goods taxed at Higher rate

103

28

2002-03

2003-04

High Court

Enhancement of turnover

69

30

1994-95

1995-96

1996-97

1997-98

Entry Tax

1

-

2001-02

Deputy Commissioner

Rejection of Sales return and F-Form short

1

1

2005-06

Sales Tax Officer

Penal interest on late payment

3

-

2002-03

High Court

Name of Statue

Nature of Dues

Amount

Amount paid under protest

Period

(Financial

year)

Forum Pending

Tamil Nadu Value Added Tax Act, 2006

Penalty at Check Post

9

-

2014-15

2015-16

Joint Commissioner

C and F forms short submitted

44

27

2010-11

Commercial Tax Officer

F form short submitted

2

1

2012-13

Joint Commissioner

C Form short submitted

1

-

2016-17

Deputy Commissioner

Payment Challan not considered

1

-

2009-10

Commercial Tax Officer

Tax and Compounding Fee on Vehicle Detention due to Transit Pass

6

6

2016-17

Joint Commissioner

C Form short

3

3

2015-16

First Appellate Authority

Penalty at Road side checking

8

8

2010-11

Joint Commissioner

Rejection of Stock Transfer and C Form short

5

5

2008-09

Commercial Tax Officer

UP Entry Tax Act, 2007

Entry Tax

268

227

2008-09

2009-10

High Court

UP Value Added Tax Act, 2008

Penalty at Check Post

1

-

2009-10

Deputy Commissioner

Penalty at Check Post

2

-

2013-14

Joint Commissioner

Turnover increment as per the departmental stock inspection

71

25

2011-12

Tribunal

C Form short

1

1

2014-15

Deputy Commissioner

Enhancement of turnover

3

3

2007-08

Tribunal

F-Form short and sales turnover increased

3

3

2011-12

Penalty at Check Post

1

1

2007-08

Assistant

Commissioner

Penalty at Check Post

9

9

2008-09

2009-10

Tribunal

Penalty at Check Post

1

1

2010-11

Joint Commissioner

Penalty at Check Post

9

9

2014-15

Deputy Commissioner

Turnover enhanced

22

22

2014-15

Provisional Assessment

1

1

2008-09

Additional

Commissioner

UP State Goods and Service Tax Act

Penalty at Check Post

9

-

2017-18

Assistant

Commissioner

Uttrakhand Value Added Tax Act, 2005

Tax on gas sales

4

4

2008-09

2009-10

2010-11 2012-13

First Appellate Authority Sales Tax Officer

West Bengal Sales Tax Act, 1944

Rejection of claim of concessional sale etc

36

5

2000-01

Revision Board

Rejection of credit notes

14

3

2001-02

Deputy Commissioner

Rejection of claim of concessional sale etc

7

-

2001-02

Rejection of claim of concessional sale etc

5

-

2002-03

Special Commissioner

Rejection of claim of concessional sale etc

2

-

2004-05

Additional

Commissioner

Rejection of claim of credit notes, CSD Certificate not available

32

-

1998-99

Tribunal

Rejection of claim of credit notes, C form short etc

230

12

1999-00

2003-04

2004-05

Revision Board

Rejection of claim of credit notes, F form short etc

105

-

2002-03

Special Commissioner

Name of Statue

Nature of Dues

Amount

Amount paid under protest

Period

(Financial

year)

Forum Pending

West Bengal Value Added Tax Act, 2005

Export disallowed, Mismatch with customer

27

4

2013-14

Joint Commissioner

Export disallowed, Mismatch with customer

17

2

2014-15

Increased in Turn over due to form rejection

4

-

2010-11

Rejection of claim of concessional sale etc

12

-

2006-07

Additional

Commissioner

Rejection of claim of credit notes, Canteen Store Department Certificate not available

106

-

2005-06

Assistant

Commissioner

Rejection of claim of credit notes, C form short etc

1

-

2005-06

Revision Board

Sale reversal rejected

116

17

2012-13

Tribunal

Sale reversal not considered

1

-

2011-12

Joint Commissioner

viii. The Company does not have any loans or borrowings from any financial institution, banks, government or debenture holders during the year. Accordingly, the provision stated in paragraph 3(viii) of the Order is not applicable to the Company.

ix. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, the provisions stated in paragraph 3 (ix) of the Order are not applicable to the Company.

x. During the course of our audit, examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees.

xi. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, the provisions stated in paragraph 3(xii) of the Order are not applicable to the Company.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the provisions stated in paragraph 3 (xiv) of the Order are not applicable to the Company.

xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, provisions stated in paragraph 3(xv) of the Order are not applicable to the Company.

xvi. In our opinion, the Company is not required to be registered under Section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions stated in paragraph clause 3 (xvi) of the Order are not applicable to the Company.

For MSKA & Associates

(Formerly known as MZSK & Associates)

Chartered Accountants

ICAI Firm Registration No. 105047W

Manish P Bathija

Place : Gurugram Partner

Date : May 8, 2018 Membership No.: 216706


Mar 31, 2017

To

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

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

Management’s Responsibility for the Financial Statements

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

Auditor’s Responsibility

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

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

Opinion

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

(e) On the basis of written representations received from the directors as on March 31, 2017, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017, from being appointed as a director in terms of section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Name of Statute

Nature of Dues

Amount (Rs. Lacs)

Period to which amount

relates

Forum Pending

Customs Act, 1962

Custom duty on non fulfillment of project imports

146

1993-94

CESTAT

Central Excise Act, 1944

Differential duty demanded by the department on washers

17

2000-03

CESTAT

Recovery of Cenvat Credit

5

1993-94

CESTAT

Service Tax Rules, 1994

Service Tax on Technical Know-how and Bill Discounting

134

2005-07

CESTAT

Income Tax Act, 1961

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

9,499

2010-11

ITAT

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

23,132

2011-12

ITAT

Andhra Pradesh General Sales Tax Act, 1957

Tax levied on optional service contacts

8

2000-01

2003-04

Tribunal

Tax levied on optional service contacts

10

2002-03

High Court

Assam Value Added Tax Act, 2005

Non submission of C forms

12

2009-10

2010-11

Commercial Tax Officer

Bihar Sales Tax Act, 1959

Penalty at Check Post

3

2002-03

Tribunal

Entry Tax

1

2003-04

Sales Tax Officer

Rebate disallowed

1

2004-05

Deputy Commissioner

Bihar Value Added Tax Act, 2005

Tax on discount given through credit note

81

2011-12

2012-13

Joint Commissioner

Non submission of F forms

1

2005-06

Deputy Commissioner

Penalty

1

2011-12

Deputy Commissioner

Rejection of incentive discount

1

2006-07

Deputy Commissioner

Bombay Sales Tax Act, 1959

Tax on CQB excess claimed & non submission of C forms

9

2004-05

Joint Commissioner

Name of Statute

Nature of Dues

Amount (Rs. Lacs)

Period to which amount

relates

Forum Pending

The Chhattisgarh Value Added Sales Tax Act, 2003

C forms submitted but missing in VAT department

1

2009-10

Deputy Commissioner

Haryana Value Added Tax Act, 2003

Entry Tax

59

2007-08

Supreme Court

Rajasthan Entry Tax Act, 2005

Entry Tax

301

2007-09

2008-09

2009-10

2010-11

2012-13

2013-14 2013-15

Deputy Commissioner

J & k Value Added Tax Act, 2005

Penalty at Check Post

2

2012-13

2014-15

Deputy Commissioner

Non submission of C forms

1

2012-13

Deputy Commissioner

Jharkhand Value Added Tax Act 2005

Non submission of CSD Certificate

6

2009-10

Tribunal

Rejection of discount

19

2008-09

2009-10

2010-11

Commissioner of sales tax

Interest & penalty

1

2005-06

Sales Tax Officer

Non submission of F forms

1

2004-05

2006-07

Sales Tax Officer

Higher rate of tax imposed

44

2010-11

2011-12

Joint Commissioner

Kerala General Sales Tax Act, 1963

Non submission of C forms

4

2006-07

Deputy Commissioner

Penalty at Check Post

5

2012-13

2013-14

Intelligence

Mismatch in Closing Stock

21

2010-11

Intelligence

Non submission of C forms

2

2007-08

Deputy Commissioner

Non submission of C forms and others

511

2008-09

Deputy Commissioner

Kerala Value Added Tax Act, 2005

Non CSD claim rejected

353

2012-13

2013-14

High Court

Non submission of C forms

1

2005-06

Sales Tax Officer

Penalty at Check Post

7

2006-07

2007-08 2010-11 2012-13

Deputy Commissioner

Penalty at Check Post

1

2009-10

2010-11

Intelligence

Penalty due to stock difference as per physical

45

2007-08

Deputy Commissioner

Rejection of claim of Lakshadweep sale

1

2009-10

Tribunal

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

36

2011-12

Deputy Commissioner

Enhancement of turnover and non submission of C and F forms

501

2007-08

Deputy Commissioner

Rejection of C and F forms

20

2006-07

Deputy Commissioner

Maharashtra Value Added Tax Act, 2005

CQB sales partially disallowed

1,032

2011-12

Joint Commissioner

Input tax & sales return rejected

1,828

2005-06

Joint Commissioner

Rejection of sales return, turnover enhancement and others

685

2009-10

Joint Commissioner

Stock Transfer rejected

679

2005-06

Joint Commissioner

Rejection of Input Tax on purchase

215

2006-07

2007-08

Joint Commissioner

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

64

2007-08

Joint Commissioner

Name of Statute

Nature of Dues

Amount (Rs. Lacs)

Period to which amount

relates

Forum Pending

MP commercial Tax Act, 1944

Rejection of claim on discounts

36

2002-03

2003-04

Additional Commissioner

Rejection of credit notes

9

1998-99

Tribunal

Rejection of credit notes

14

2001-02

High Court

Rejection of F forms

1

2003-04

Additional Commissioner

Rejection of sales return

2

1999-00

Tax Board

Rejection of sales return

2

2004-05

High Court

MP Value Added Tax Act, 2005

Non submission of F forms and CSD Certificate

1

2011-12

Additional Commissioner

Rejection of sales return

16

2005-06

Additional Commissioner

Orissa Sales Tax Act, 1947

Enhancement of turnover

1

2001-02

High Court

Non submission of local forms to registered dealers

1

1996-97

High Court

Non submission of F forms

8

1998-99

1999-00

2000-01 2001-02 2002-03

Tribunal

Rejection of sales return

4

1999-00

2000-01

Tribunal

Orissa Value Added Tax Act, 2005

Tax on entry of goods

326

2008-09

Additional Commissioner

Tax on entry of goods

6

2008-09

Sales Tax Officer

Punjab value added tax act, 2005

Penalty at Check Post

1

2006-07

Deputy Commissioner

Tax on freight charged on invoices

199

2005-06

2006-07

Sales Tax Officer

Rajasthan Sales Tax Act, 1954

Rejection of surcharge on TOT

3

2000-01

Sales Tax Officer

Rajasthan Value Added Tax Act, 2005

CSD Certificate not considered

29

2013-14

2014-15

Deputy Commissioner

Tamil Nadu General Sales Tax Act, 1959

Demand on imported goods taxed at Higher rate

75

2002-03

2003-04

High Court

Enhancement of turnover

39

1994-95

1995-96

1996-97

1997-98

High Court

Entry Tax

1

2001-02

High Court

Penal interest on late payment

3

2002-03

High Court

Tamil Nadu Value Added Tax Act, 2006

Non submission of C forms

2

2015-16

Joint Commissioner

Penalty at Check Post

8

2014-15

Joint Commissioner

Non submission of C and F forms

17

2010-11

Commercial Tax Officer

Non submission of F forms

1

2012-13

Joint Commissioner

Payment Challan not considered

1

2009-10

Commercial Tax Officer

UP Entry Tax Act, 2007

Entry Tax

41

2008-09

2009-10

Supreme Court

UP Value Added Tax Act, 2008

Penalty at Check Post

1

2009-10

Additional Commissioner

Penalty at Check Post

2

2013-14

Joint Commissioner

Provisional Assessment

9

2009-10

Additional Commissioner

Turnover increment as per the departmental stock inspection

46

2011-12

Additional Commissioner

West Bengal Sales Tax Act, 1944

Rejection of claim of concessional sale etc.

31

2000-01

Revision Board

Rejection of claim of concessional sale etc.

19

2001-02

Deputy Commissioner

Rejection of claim of concessional sale etc.

5

2002-03

Special Commissioner

Rejection of claim of concessional sale etc.

2

2004-05

Additional Commissioner

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

32

1998-99

Tribunal

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

218

1999-00

2003-04

2004-05

Revision Board

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

105

2002-03

Special Commissioner

Name of Statute

Nature of Dues

Amount (Rs. Lacs)

Period to which amount

relates

Forum Pending

West Bengal Value Added Tax Act, 2005

Export disallowed, Mismatch with customer

23

2013-14

Joint Commissioner

F form redetection

4

2010-11

Joint Commissioner

Rejection of claim of concessional sale etc.

12

2006-07

Additional Commissioner

Rejection of claim of concessional sale etc.

8

2008-09

Revision Board

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

106

2005-06

Assistant Commissioner

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

1

2005-06

Revision Board

SRN rejected

100

2011-12

Joint Commissioner

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

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

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

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

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

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

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

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

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

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

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

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Whirlpool of India Limited (“the Company”) as of March 31, 2017 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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

Auditor’s Responsibility

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

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

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

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

For S.R. Batliboi & Co. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

per Vishal Sharma

Partner

Membership Number: 96766

Place of Signature : Gurgaon

Date : May 16, 2017


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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