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W.S. Industries (India) Ltd. Annual Report 2021

Jul 13, 2021

60222_rns_2021-07-13_547cdba9-d09f-4cab-bb73-4a2ae718ded1.pdf

Annual Report

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13th July 2021

M/s. Bombay Stock Exchange Ltd. Phiroze Jeejeebhoy Towers, 251 h Floor, Dalal Street, Mumbai - 400001 Scrip Code: 504220

M/ s. National Stock Exchange of India Ltd. Regd Office: "Exchange Plaza" Bandra-Kurla Complex Bandra (East), Mumbai - 400051 Symbol: WSI

Dear Sir,

Sub : Outcome of Board Meeting

We would like to inform you that a meeting of the Board of Directors of the company was held today to review the operations of the Company, general corporate matters and to consider and transact the following:

  1. Standalone IND AS Audited Financial Statements for the quarter and year ended 31st March 2021 along with Auditor's Report and Statement on Impact of Audit Qualifications.

  2. Consolidated IND AS Audited Financial Statements for the quarter and year ended 31st March 2021 along with Auditor's Report and Statement on Impact of Audit Qualifications.

  3. Appointment of M/s.Lakshmmi Subramanian and Associates, Chennai as Secretarial Auditor of the Company for the financial year 2021-22.

  4. Appointment of M/S.Vivekanandan Associates, Chartered Accountants, Chennai as Internal Auditors of the Company for the financial year 2021-22.

The Board Meeting started at 12.30 pm and concluded at 01.30 pm.

We request you to take on record the above.

Thanking You,

Yours f 'thfully, For W, . dustries (India) Limited

B. SW MINATHAN COMPANY SECRETARY

i] W.S. Industries (India) Ltd. 108, Mount Poommtl1cc Rosd, Potur. Oicruw - 600116. India Tel · {'91) - 44- 24354754CIN : . Dept E-mail

Website

L29142TN1961PLC004568 [email protected] wsindustrics.in

CIN: L29142TN1961PLC004568 Registered Office: 108, Mount Poonamallee Road Porur, Chennai 600 116

T in Lakhs

STATEMENT OF STANDALONE AUDITED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED 31st MARCH 2021 (under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015)

QUARTER ENDED 12 Months ended 12 Months
S. No. PARTIQULARS 31st March 2021 31st Dec. 2020 31st March
2020
31st March 2021 ended 31st
March 2020
Audited Unaudited Audited Audited Audited
t Revenue from operations 20.79 20.79
п Other Income 20.79 20.79
III Total Revenue $(I + II)$
IV Expenses
Cost of materials consumed
Purchase of Stock-in-trade
Changes in Inventories of Finished Goods
and work in progress and stock-in-trade
Excise Duty
Employee benefits expense 7.15 7.15 7.19 28.47 29.35
Finance Coats $0.01$ ** 0.00 $0.03$ ** (0.19)
Depreciation and amortisation expense 0.02 0.02 0.02 0.09 421.14
Other Expenses 618.65 3.31 5.74 629.40
657.99
65.60
515.90
Total expenses 625.83 10.48 12.95
٧ Profit / (Loss) before exceptional and extraordinary items and
$\text{tax}$ ( $\Box I - IV$ )
$(625.83)$ ** (10.48) 7.84 $(657.99)$ ## (495.11)
VI Exceptional items
VII Profit / (Loss) before extraordinary items and tax (V - VI) $(625.83)$ ** (10.48) 7.84 $(657.99)$ #* (495.11)
VIII Extraordinary items
IX Profit before tax (VII - VIII) $(625.83)$ ** (10.48) 7.84 $(657.99)$ ** (495.11)
x Tax Expense
XI Profit / (Loss) for the period from continuing operations (IX-X) $(625.83)$ ** (10.46) 7.84 $(657.99)$ ** (495.11)
XII Profit / (Loss) for the period from discontinued operations (IX-X) ****
86.38
(64.27) (320.23) $(177.68)$ **** (5564.48)
XIII Tax expense of discontinuing operationss
XIV Profit / (Loss) from discontinuing operations (after tax) (XII - XIII) 州田井
86.38
(64.27) (320.23) $(177.68)$ **** (5564.48)
XV Profit / (Loss) for the period (XI + XIV) $-64$
(539.45)
(74.75) (312.39) $(835.67)$ * (6059.59)
XVI Other Comprehensive Income
A (i) Items that will not be reclassified to profit or loss
Other Comprensive income / (lass) arising from discontinued operations
(a) Equity Instrument through Other Comprehensive Income 5.01
(ii) Income Tax relating to items that will not be reclassified to profit or loss
B (i) Items that will be reclassified to profit or loss
(ii) Income Tax relating to items that will be reclassified to profit or loss
Total other comprehensive income, net of Income Tax 5.01
XVII Total comprehensive income for the period(XV+XVI) (comprising Profit/(Loss)
and other comprehensive income for the period)
(539.45) * (74.75) (307.38) (635.67) *** 卷# (6059.59)
XVIII Earnings per equity share (for continuing operations) (2.28)
1) Basic (2.48)
(2.48)
(0.14)
(0.14)
(0.13)
(0.13)
(2.90)
(2.90)
(2.28)
2) Diluted
Earnings per equity share (for discontinued operations)
XIX 1) Basic 0.33 (0.25) (1.10) (0.68) (21.19)
2) Diluted 0.33 (0.25) (1.10) (0.68) (21.19)
Earnings per equity share (for discontinued and continuing operations) (1.23) (3.58) (23.47)
1) Basic
2) Diluted
(2.15)
(2.15)
(0.39)
(0.39)
(1.23) (3.58) (23.47)

  • $-2$ The above audited results were reviewed by the Audit Committee, approved and taken on record by the Board at its meeting held on 13th July, 2021, in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The Company is adopting Indian Accounting Standards (Ind AS) and the financial results for the Quarter and year ended 31st March 2021 are prepared in accordance with the $\overline{2}$ recognition and measurement principles laid down in Ind AS prescribed under Section 133 of the companies Act, 2013 read with relevant Rules insued thereunder and in terms of SEBI circular no.CIR/CFD/FAC/62/2016 dated 5th July 2016. $\overline{3}$ The figures for the quarter ended 31st March 2021 are the bakancing figures between the audited figures in respect of full financial year and the published year to date figures upto the third quarter of the financial vegr $\overline{A}$ The status of production and related activities remains unchanged as reported for the previous auarters. $\overline{5}$ ** No Interest has been provided on the financial facilities availed from the banks/financial institutions since the company will be seeking reliefs as part of the resolution plan eventually to be finalised. 6 In the previous year Chennai Insulator division and Visakhapatnam Insulator division (wef 01.10.2019- 6 Months) were considered as "Discontinued Operations". For the current fullyear under review, Chennai Insulator division and Visakhapatnam Insulator division are being considered as "Discontinued Operations". Hence previous period figures are nat comparable. Turnkey Project Business Segment is considered as "Continuing Operations" in both the years. Accordingly adjustments are shown separately in the statement of profit and loss under Ind AS 105 $\overline{z}$ The Company has partially complied with the terms of the settlement agreements executed with the secured lenders as highlighted in the annual report for the financial year ending 31st March 2019 but the company has been unable to complete the full and final settlement due in February 2019. Pursuant to the same, the Company has received latest claim letter in Feb 2021 claiming repayment of contractual dues as follows: (i) < 523.18 cr., from Edelweiss Asset Reconstruction Company Limited (in its capacity as Trustee of EARC SAF 1 Trust, EARC Trust SC 168, EARC Trust SC 209) as on Jan. 31, 2021 (ii) ₹ 110.53 cr., from IDBI Trusteeship Service Limited (as a debenture trustee on behalf of debenture holders) as on Jan. 31, 2021 and (iii) < 177.40 cr., from Allium Finance Private Limited as on Jan 31, 2021. The claim amounts include interest up to the said period and other charges as provided for under the respective financing documents extered into by the company. The Company is in discussions with the secured lenders for its resolution. @As required under Ind AS 36 Impairment amounting to & 4618.93 Lakhs has been provided for the year ended 31st Mar 2021 in the books of Vizag Insulator Division (considered as $\mathbf{g}$ discontinued operations w.e.f. 01.10.2019) with reference to Land on unexpired Lease period (as on 31st Mar 2021), Buildings on Card Rate and other fixed assets on the respective WDV basis. The provision made earlier in the year ended 31st March 2020 amounting to < 4570.01 Lakhs stands reversed. $\overline{9}$ The company has additionally subscribed to 20000 Equity Shares of ? 10/- each fully paid up in the Subsidiary, viz., Vidagara Tech Park Private Limited during the quarter under review. The Company has considered Electro-porcelain products and Turnleey Projects business segment as the primary segment for disclosure. 10 $11$ The Company clarifies that its Project business vertical is currently functioning at a low scale because of inadequacy of funds However, the Company is evaluating various steps in connection with the re-vitalization and long term stability and growth of its Turnkey Project Business Unit which patential and opportunity exists once the balance sheet is restructured. Moreover, the continuing disruption caused by the Covid pandemic on normal business activities has delayed the progress of such evaluation. The Company is also in the process of exploring various options for effective usage of its industrial land in Chennai in compliance with various approvals and regulations based on its previous experience. These steps are intended to set the foundation for the revival of activities of the company. Hence, the company continues to prepare its Accounts and the Statement of audited financial results on a 'going concern' basis of accounting. The lockdown and restriction of activities due to Covid-19 did not have any significant impact in the Company's overall performance during the current period, but has impacted our $12$ functioning with shutdown of our office. Due to the above, our efforts on the resolution plan has not made progress. We will be able to get a better clarity only after the lockdown is lifted and reasonable normalcy is
  • The liability of < 4 cr., assigned by one of the erstwhile Subsidiaries to the Holding Company, now confirmed not payable, has been written back during the period under review. 13

  • Figures have been regrouped/reclassified wherever necessary, to conform to this year's classifications and as per amended schedule iii to the Companies Act,2013 vide Notification $14$ dated 24th March 2021.

Chenna 13th July 2021

$\lambda \lambda$ and DTRECTOR

for W.S. INDUSTRIES (INDIA) LIMITED

CIN: L29142TN1961PLC004568

Registered Office: 108, Mount Poonamallee Road Porur, Chennai 600 116

in Lokke

E

600 116

Standalone Audited Segmentwise Revenue, Remats and Capital employed under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

QUARTER ENDED 12 Months
$5.$ No. PARTICULARS 31st March 2021 31st Dec. 2020 31st March
2020
12 Months ended
31st March 2021
ended 31st
March 2020
Audited Unaudited Audited Audited Audited
1 Segment Revenue
a) Electro-porcelain products
b) Turnleey Projects 20.79 20.79
Total 20.79 20.79
Lass: Inter Segment Revenue
Net Sales/Income from Operations 20.79 20.79
$\overline{z}$ Segment Results
Profit(+)/Loss(-) before Tox and Interest from each seament
a) Electro-porcelain products 86.45 令# (54.09) (282.07) $(144.01)$ @ # (5945.65
b) Turnkey Projects (625.82) (10.48) 7.84 (657.96) (41.76)
Total (539.37) (64.57) (274.23) (B01.97) (5987.41
Less: Interest $0.08$ ** 10.18 38.16 33.70 ** 72.18
Total Earnings before Tax (539.45) *** 卷井 (74.75) (312.39) $(835.67)$ *** (6059.59)
Segment Assets
a) Electro-porcelain products 6093.91 6243.44 5648.96 6093.91 5648.96
b) Turnkey Projects 2.07 620.25 622.63 2.07 622.63
c) Unallocated 1170.94 1019.55 1070.58 1170.94 1070.58
Total 7266.92 7883.24 7342.18 7266.92 7342.18
Segment Liabilities
a) Electro-porcelain products 2927.29 2928.94 2935.69 2927.29 2935.69
b) Turnkey Projects 34.92 33.49 33.66 34.92 33.66
c) Unallocated 12367.24 12443.90 11599.69 12367.24 11599.69
Total 15329.45 15406.33 14569.04 15329.45 14569.04

$\overline{1}$ The above audited results were reviewed by the Audit Committee, approved and taken on record by the Board at its meeting held on 13th July 2021, in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Requlation, 2015.

$\overline{z}$ The Company is adopting Indian Accounting Standards (Ind AS) and the financial results for the Quarter and year ended 31st March 2021 are prepared in accordance with the ecognition and measurement principles laid down in Ind AS prescribed under Section 133 of the companies Act, 2013 read with relevant Rules issued thereunder and in terms of SEBI circular no.CIR/CFD/FAC/62/2016 dated 5th July 2016.

.
The figures for the quarter ended 31st March 2021 are the balancing figures between the audited figures in respect of full financial year and the published year to date figures $\overline{3}$ upto the third quarter of the financial year.

The status of production and related activities remains unchanged as reported for the previous guarters.

** No Interest has been provided on the financial facilities availed from the banks/financial institutions since the company will be seeking reliefs as part of the resolution plan $\overline{5}$ eventually to be finalised.

In the previous year Chennai Insulator division and Visakhapatnam Insulator division (wef 01.10.2019- 6 Months) were considered as "Discontinued Operations". For the current full 6 year under review, Chennai Insulator division and Visakhapatnam Insulator division are being considered as "Discontinued Operations". Hence previous period figures are not comparable. Turnkey Project Business Segment is considered as "Continuing Operations" in both the years. Accordingly adjustments are shown separately in the statement of profit and loss under Ind AS 105.

$\overline{z}$ The Company has partially complied with the terms of the settlement agreements executed with the secured lenders as highlighted in the annual report for the financial year ending 31st March 2019 but the company has been unable to complete the full and final settlement due in February 2019. Pursuant to the same, the Company has received latest claim letter in Feb 2021 claiming renovment of contractual dues as follows:

(i) < 523.18 cr., from Edelweiss Asset Reconstruction Company Limited (in its capacity as Trustee of EARC SAF 1 Trust, EARC Trust SC 168, EARC Trust SC 209) as on Jan. 31. 2021

(ii) < 110.53 cr., from IDBI Trusteeship Service Limited (as a debenture trustee on behalf of debenture holders) as on Jan. 31, 2021 and

(iii) < 177.40 cr., from Allium Finance Private Limited as on Jan 31, 2021.

The claim amounts include interest up to the said period and other charges as provided for under the respective financing documents entered into by the company. The Company is in discussions with the secured lenders for its resolution.

@As required under Ind AS 36 Impairment amounting to < 4618.93 Lakhs has been provided for the year ended 31st Mar 2021 in the books of Vizag Insulator Division (considered as $\mathbf{g}$ discontinued operations w.e.f. 01.10.2019) with reference to Land on unexpired Lease period (as on 31st Mar 2021), Buildings on Card Rate and ather fixed assets on the respective WDV basis. The provision made earlier in the year ended 31st March 2020 amounting to < 4570.01 Lakhs stands reversed.

The company has additionally subscribed to 20000 Equity Shares of < 10/- each fully paid up in the Subsidiary, viz., Vidagara Tech Park Private Limited during the quarter under $\overline{Q}$ review

The Company has considered Electro-porcelain products and Turnkey Projects business segment as the primary segment for disclosure. $10$

The Company clarifies that its Project business vertical is currently functioning at a law scale because of inadequacy of funds $11$

However, the Company is evaluating various steps in connection with the re-vitalization and long term stability and growth of its Turnkey Project Business Unit which potential and opportunity exists once the balance sheet is restructured.

Moreover, the continuing disruption caused by the Covid pandemic on normal business activities has delayed the progress of such evaluation.

The Company is also in the process of exploring various options for effective usage of its industrial land in Chennai in compliance with various approvals and regulations based on its previous experience.

These steps are intended to set the foundation for the revival of activities of the company. Hence, the company continues to prepare its Accounts and the Statement of audited financial results on a 'going concern' bosis of accounting.

$12$ The lockdown and restriction of activities due to Covid-19 did nat have any significant impact in the Company's overall performance during the current period, but has impacted our functioning with shutdown of our office.

Due to the above, our efforts on the resolution plan has not made progress. We will be able to get a better clarity only after the lockdown is lifted and reasonable normalcy is

$13$ "existence" of < 4 cr., assigned by one of the erstwhile Subsidiaries to the Holding Company, now confirmed not payable, has been written back during the period under review

Figures have been restauring ASSOCIATES (FRN: 012192S)
dated 24th March 2020 arteries fled wherever necessary, to conform to this year's classifications and as per amended schedule iii to the Companies Acy 2013 and Nationa $14$ PORUR

sharata K M No. 024558

QUARTER ENDED 12 Months
31st March 2021 31st Dec. 2020 31st March
2020
31st March 2021 ended 31st
March 2020
Audited Unaudited Audited Audited Audited
Profit(+)/Loss(-) before Tax and Interest from each segment from continuing
operations
a) Electro-porcelain products (453.55)
b) Turnkey Projects
Profit(+)/Loss(-) before Tax and Interest from each seament from discontinued
(625.82) (10.48) 7.84 (657.96) (41.76)
operations - Electro-porcelain Products 86.45 奇岸 (54.09) (282.07) $(144.01)$ $@$ # (5492.10)
Total (539.37) (64.57) (274.23) (801.97) (5987.41)
Less: Interest (i) + (ii) as below
(i) from continuing operations
$0.08$ ** 10.18 38.16 33.70 ** 72.18
a) Electro-porcelain products (0.38)
b) Turnkey Projects 0.01 0.00 0.03 0.19
(ii) from discontinued operations -Electro-Porcelain 0.07 72.38
72.18
Total Earnings before Tax
(495.11)
(5564.48)
(6059.59)
(iii) from Continuing and discontinued operations
(i) from continuing operations
(ii) from discontinued operations
(iii) from Continuing and discontinued operations
0.08
$(625.83)$ 444
86.38 @#
10.18
10.18
(10.48)
(64.27)
(74.75)
$(539.45)$ ** @#
38.16
38.16
7.84
(320.23)
(312.39)
12 Months anded
33.67
33.70
$(657.99)$ ##
(177.68) 卷岸
(835.67) *** 令#
for W. S. INDUSTRIES (INDIA) LIMITED

Chennai
13th July 2021

$\gamma_{\rm A}$

Fors B S B AND ASSOCIATES (FRN: 0121925) $\epsilon$ M. D. Sharath Kumar
Partner
M. No. 024568 $\mathcal{V}$

W.S. INDUSTRIES (INDIA) LIMITED CIN: L29142TN1961PLC004568 Registered Office: 108, Mount Poonamallee Road, Porur, Chennai 600 116 Statement of Audited Standalone Assets and Liabilities

[under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015]

₹ in Lakhs

Particulars
As at 31 03 2021
As at 31 03 2020
Audited
Audited
ASSETS
А
Non-Current Assets:
1.
Property, Plant and Equipment
(a)
2.07
2.16
(b)
Capital Work in Progress
Financial Assets:
(c)
Investments
12.00
9.00
(d)
Other Non- Current Assets
9.83
18.17
Total Non-Current Assets
23,90
Current Assets:
2.
Financial Assets:
(a)
15.75
i. Trade Receivables
858.94
ii. Cash and Cash Equivalents
18.39
22.16
0.23
317.15
(b)
Current Tax Assets (Net)
Other Current Assets
1130.48
704.10
(c)
1164.85
1902.35
Total Current Assets
Non Current Assets held
6078.16
3.
7266.91
TOTAL ASSETS
EQUITY AND LIABLITIES
B
Equity:
1.
2626.06
Equity Share Capital
2626.06
(a)
(11127.93)
(11963.60)
(b)
Other Equity
(9337.54)
Total Equity
2.
Non Current Liabilities :
Financial Liabilities
1275.00
Prefefence Share Capital
1275.00
Total Non Current Liabilities
3.
Current Liabilities:
Financial Liabilities
(a)
10088.76
11494.76
i. Borrowings
2969.35
2962.21
ii. Trade Payables
30.49
iii. Other financial liabilities
43.44
4.34
4.34
Provisions
(b)
1476.10
824.70
Other current liabilities
(c)
15329.45
Total Current Liabilities
7342.17
7266.91
TOTAL EQUITY AND LIABILITIES
For S B S B AND ASSOCIATES (FRN: 012192S)
Charlered Accountants
for W. S. INDUSTRIES (INDIA) LIMITED
ekarath
RIES
Partner
STANDALONE
29.33
5410.49
7342.17
(8501.87)
1275.00
1275.00
14569.04
Chennai M.No. 024568
POR
DIRECTOR
13th July 2021
600

CIN: l29142TN1961PLC004568

Registered Ofice: 108, Mount Poonamallee Road, Porur, Chennai-600116 STATEMENT OF AUDITED STANDALONE CASH FLOW FOR THE YEAR ENDED 31st MARCH 2021

(under R.culation 35 of the SEIII (Usttnc ObClcatlons and Dlsdosura Requir1m1nts) R.culatlons 2015)

.-I --
__,
ln;"_La kh_s _
PARTICULARS 31-Mar-21
A OPERATING ACTIVITIES: 31-Mar-20
Profit/(loss) before tax from continuing operations (657.98)
Profit/floss) before tax from drscontinued operations (177.69] (495.12)
Proflt/(loss) before tax (835.67) (5S64.481
(60S9.60)
Ad1ustments to reconc,/e prot,t before tax to net cash flows:
Depreciation and impairment of property, plant and equipment
Net foreign exchange differences 0.09 421.14
Loss on disposal of property, plant and equipment (0.49)
0.26
Finance costs (lncludinc fair value change in financial Instruments)
Non Current Asset held - Impairment/Discarded 0.03
(667.67)
0.29
Provision for Doubtful Debts 699.73 4669.90
Working capital adjustments:
(increase)/Decrease in trade and other receivables and prepayments
(lncrease)/Decrease in inventories 143.47 (11.78)
lncrease/(Decrease) in trade and other payables (7.15) 114.33
(lncrease)/Decrease in other Assets (101.12) 116.27
lncrease/(Decrease) in Liabilities and Provisions (651.39' (224.32)
Net cash flows from operating activities (1419.68: 1238.14)
(1212.14)
B INVESTING ACTIVITIES:
Proceeds from sale of property, plant and equipment
Purchase of property, plant and equipment 0.03
Sale of Investments in subsidiary (1.91)
Acquisition/Investment in subsidiary (3.oo: 5.01
(8.00)
Net cash flows used In Investing activitie s (3.00J 4.87)
C FINANCING ACTIVITIES:
Interest paid (0.03) (0.29)
Increase/ (Decrease) in borrowings & other financial liabilities 1418.94 1037.10
Net cash flows from/(used in) financing activities 1418.91 1036.81
Net increase m cash and cash equivalents (3.77) (180.20)
Net foreign exchange difference 0.49
Cash and cash equivalents at the beginning of the year 22.16 201.87
Cash and cash equivale nts at year end 18.39 22.16
Notes on Statement of Cash Flow:
1 Above statement has been prepared following the Indirect method except in case of Interest received /Paid.
Dividend Received/Paid , Purchase/ Sale of Investments, loans taken and repaid and Taxes Paid, which have
been considered on the basis of actual movement of cash with necessary adjustments in corresponding assets
and Liabilities.
Purchase of Fixed Assets are stated inclusive of movements of Capital Work-rn-Progress between beginning and
end of the year.
3 Cash and cash equivalents
Cash and Bank Balances 18.39 22.16
Unrealised (Gain)/ loss
Cash and Bank Balances restated as above
--
l\ 'l\Q?~)
18.39 22.16
• 0 t."C'f('lll.1 r;;, \' t '
-
I
\ere"d Afct
n'ants
~~
\''f
,G
for W. S. INDUSTRIES ( INDIA) LIMITED
l-
I
\
, :;;>, O Sh•"'" K,,-,--;;
lj
partner DIRECTOR
M No 024568
Place : Chennai
Date : 13th July 2021

Auditor's Report On Annual Standalone IND AS Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To Board of Directors ofW.S.Industries (India) Limited,

We have audited the annual standalone IND AS financial results ofW.S.Industries (India) Limited for the period O 1/04/2020 to 31/03/2021 attached herewith, being submitted by the company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

These annual standalone IND AS financial results have been prepared on the basis of the annual financial statements and reviewed quarterly standalone IND AS financial results upto the end of the third quarter, which are the responsibility oft.he company's management.

Our responsibility is to express an opinion on these financial results based on our audit of such annual standalone IND AS financial statements. which have been prepared in accordance with the recognition and measurement principles laid down in Accounting Standard for Interim Financial Reporting (AS 25 / Ind AS 34 ), prescribed, under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder; or by the Institute of Chartered Accountants of India , as applicable and other accounting principles generally accepted in India.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial results arc free of material misstatcmcnt(s). An audit includes examining, on a test basis. evidence supporting the amounts disclosed as financial results. An audit also includes assessing the accounting principles used and significant estimates made by management. We believe that our audit provides a reasonable basis for our opinion.

Basis for Qualified Opinion

The company's net worth has been completely eroded. The accumulated losses in the reporting year. amounts to Rs. 5036.68 millions (Previous year Rs. 4953.12 millions). Further the company has overdue loans to various financial institutions amounting to Rs.719.13 millions and interest accrued and due there on of Rs. I 32. 70 millions and the turnover during the period ended 31st March, 2021 is Rs. 15.64 millions (previous year Rs. 16.44 millions) as per the books of accounts maintained.

We refer to note no.40 to the financial statements, m the absence of external confirmation of balance in respect of suppliers, customers. depositors, bank/financial institutions and others, we are unable to comment on it.

Material Uncertainty related to 'Going Concern'

We draw attention to the following note to the financial statements:

During the year under audit, there was no production in the Chennai and Vizag plants and are being considered as discontinued operations. Turnkey Project Business Segment is being considered as Continuing Operations.

These factors along with other matters as set forth in the said notes, which indicates the existence of a material uncertainty that may cause significant doubt about the compaffy's ab' · o continue as a going concern. The company is in the discussion of re-vitalization and lon~ ~~~~~and growth

of its Turnkey Project Business unit. In light of the management's expectation of the outcome of above discussion and re-vitalization. the financial statements have been prepared on a going concern basis. However in view of the above mentioned matter, we are unable to comment on the ability of the company to continue as a going concern as per SA 570.

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

Emphasis of Matter

I mp act of COVTD-19:

We draw attention to Note No: 2 (d) of the financial statements, which describes the effects of COVID-19 pandemic on the Company· s operations and compliances, which does not have any significant impact in the company's overall performance during the current period.

It is not appropriate to estimate the duration and severity of these consequences, as well as their impact on the financial position and results of the company for future periods.

Note no.26 to the financial statements in respect of payment of dividend on Non Convertible Cumulative Redeemable Preference Shares is contingent on various factors as mentioned in the said note, which is currently uncertain and hence the amount payable has been treated as contingent Liability.

Our conclusion is modified in respect of the above matter.

In our opinion and to the best of our information and according to the explanations given to us these annual standalone IND AS financial results:

  • (i) are presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in this regard; and
  • (ii) give a true and fair view of the net profit/ loss and other financial information for the period ended 31st March 2021 except for the possible effects of the qualification as described in the previous paragraphs.

For Mis. S B S B AND ASSOCIATES Chartered Accountants Fim ~~o:sr::

I)...\ o !l.-4-S b & !\tr- A~ ie:.,4-3.~ 3:.

Partner Membership No. :024568

Place: Chennai Date : 13th July 2021 Statement on Impact of Audit Qualifications (for audit report with modified opinion) submitted along-with Standalone IND AS Annual Audited Financial Results under Regulation 33 of the SEBI (LODR) Regulations 2015

SI
No.
[see Regulation 33 of the SEBI (LODR) (Amendment) Regulations, 2016]
Particulars
Audited figures
(as reported
before
adjusting for
qualifications)
Rs in Million
Adjusted
figures (audited
figures after
adjusting for
qualifications)
Rs in Million
1 Continuing Operations -
Turnover
/ Total Income
-
Total Expenditure 65.80 65.80
Net Profit/(Loss) (65.80) (65.80)
2 Discontinued Operations -
Net Profit/(Loss) (17.77) (17.77)
3 Continuing and Discontinued
Operations -
Net Profit/(Loss) (83.57) (83.57)
4 Earnings Per Share
Continuing Operations (2.90) (2.90)
Discontinued Operations (0.68) (0.68)
Both (3.58) (3.58)
5 Total Assets 726.69 726.69
6 Total Liabilities 726.69 726.69
7 Net Worth (806.25) (806.25)
8 Any other financial item(s) (as felt Nil Nil
II appropriate by the management)
Audit Qualification (each audit qualification separately):
Auditors' Qualified O(;!inion No.1
a. Details of Audit Qualification:

.,,, I ~ ~l\f--- ~~~~ -

the existence of a material uncertainty that may cause significant doubt about the company's ability to continue as a going concern. The company is in the discussion of re-vitalization and long term stability and growth of its Turnkey Project Business unit. In light of the management's expectation of the outcome of above discussion and revitalization, the financial statements have been prepared on a going concern basis. However in view of the above mentioned matter, we are unable to comment on the ability of the company to continue as a going concern as per SA 570.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified o inion.

b. Type of Audit Qualification : Qualified opinion

c. Frequency of qualification : Appeared seventh time wrt Net worth erosion and confirmation of balance. A eared third time for the comment as per SA 570. d. For Audit qualification(s) where the impact is quantified by the auditor: Not

applicable

(j

Management's Views: Not a licable

  • e. For Audit qualification(s) where the impact is not quantified by the auditor:
  • (i) Management's estimation on the impact of audit qualification: Not relevant
  • (ii) If management is unable to estimate the impact, reasons for the same: Not applicable

Observation :

Both Punjab National Bank & the Indian Overseas Bank, have assigned their facilities to Edelweiss Asset Reconstruction Company Ltd, as on 10th December 2015 and 29th March 2016 respectively and terms and conditions have not been disclosed to us. Further more the Company is in discussions with Allium Finance Private Limited, IDBI Trusteeship Services Limited, and Edelweiss Asset Reconstruction Company Limited to find a resolution to the outstanding loan liabilities with them and arising from the non completion of the settlement agreements signed with them on 12th April 2018.

The Company has partially complied with the terms of the settlement agreements executed with the secured lenders as highlighted in the annual report for the financial year ending 31st March 2019 but the company has been unable to complete the full and final settlement due in February 2019. Pursuant to the same, the Company has received latest claim letter in Feb 2021 claiming repayment of contractual dues as follows:

(i) ~ 523.18 er., from Edelweiss Asset Reconstruction Company Limited (in its capacity as Trustee of EARC SAF 1 Trust, EARC Trust SC 168, EARC Trust SC 209) as on Jan. 31 , 2021 ,

(ii)~ 110.53 er., from IDBI Trusteeship Service Limited (as a debenture trustee on behalf of debenture holders) as on Jan. 31 , 2021 and

(iii) ~ 177.40 er., from Allium Finance Private Limited as on Jan 31, 2021.

The claim amounts include interest up to the said period and other charges as provided for under the respective financing documents entered into by the company. The Company is in discussions with the secured lenders for its resolution.

Further,
(i) It is clarified that the company's Project business vertical is currently
functioning at a low scale because of inadequacy of funds.
However, the Company is evaluating various steps in connection with the re
vitalization and long term stability and growth of its Turnkey Project Business
Unit which potential and opportunity exists once the balance sheet is
restructured.
As part of this exercise, the Company has entered into a Memorandum of
Understanding (MoU) with M/s. Vishnusurya Projects and Infra Private Limited,
Chennai ("VSPIPL") to identify and explore business opportunities in the
Turnkey Project Segment more specifically in the areas of:
Electrical
Projects
for
Substations
and
Transmission
Lines,
Rural
Electrification, Industrial electrification etc. on Total turnkey basis and other
Green Field Projects including Business Development, Planning, Design,
Sourcing, Scheduling, Execution, Testing & Commissioning, Operation &
Maintenance until Taking over by the Customer.
However, the continuing disruption caused by the Covid pandemic on normal
business activities has delayed the progress of such evaluation.
(ii) The Company is also in the process of exploring various options for effective
usage of its industrial land in Chennai in compliance with various approvals
and regulations based on its previous experience.
These steps are intended to set the foundation for the revival of activities of the
company. Hence, the company continues to prepare its Accounts and the
Statement of audited financial results on a 'going concern' basis of accounting.
iii Auditor's Comments on (i) or (ii) above: Statement of facts.
Auditors' Emphasis of Matter No.1
a. Details of Emphasis of Matter:
Impact of COVID-19:
We draw attention to Note No: 2 (d) of the financial statements, which describes the
effects of COVID-19 pandemic on the Company's operations and compliances, which
does not have any significant impact in the company's overall performance during the
current period.
It is not appropriate to estimate the duration and severity of these consequences, as
well as their impact on the financial position and results of the company for future
periods.
Note no.26 in respect of payment of dividend on
Non Convertible Cumulative
Redeemable Preference Shares is contingent on various factors as mentioned in the
said note, which is currently uncertain and hence the amount payable has been treated
as contingent liability.
b. Type of Qualification : Emphasis of Matter
c. Frequency of qualification
: Appeared second time wrt Covid-19 and first time wrt
nt of dividend on Non Convertible Cumulative Redeemable Preference Shares.
·t qualification(s) where the impact is quantified by the audito ·
applicable
Mana ement's Views: Not applicable
e. For Audit qualification(s) where the impact is not quantified by the auditor:
applicable
(i) Management's estimation on the impact of audit qualification: Not relevant
(ii) If management is unable to estimate the impact, reasons for the same: Not
Observation :
The lockdown and restriction of activities due to Covid-19 did not have any
significant impact in the Company's overall performance during the current
period, but has impacted our functioning with shutdown of our office.
Due to the above, our efforts on the resolution plan has not made progress.
We will be able to get a better clarity only after the lockdown is lifted and
reasonable normalcy is restored.
iii Auditor's Comments on
Signatories:
Board Meeting Chairman
CFO
111 Audit Committee Chairman
Statutory Auditor
Place: Chennai

CIN: L29142TN1961PLC004568

Registered Office: 108, Mount Poonamallee Road Porur, Chennai 600 116

₹ in Lakhs

STATEMENT OF CONSOLIDATED AUDITED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED 31at MARCH 2021 (under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015)

QUARTER ENDED 12 Months 12 Months
SI.
No.
PARTICULARS 31st March 2021 31st Dec.
2020
31st March
2020
anded 31st March
2021
ended 31st
March 2020
Audited Unaudited Audited Audited
I Revenue from operations 20.79 20.79
II
III
Other Income
Total Revenue $(I + II)$
20.79 20.79
IV Expenses
a) Cost of materials consumeds
b) Purchass of Stock-in-trade
c) Change in Inventories of Finished Goods
and work in progress and stock-in-trade
d) Employee benefits expense
7.15 7.15 7.19
e) Finance Costs 0.01
WW
0.00 0.01 28.47
April
0.03
29.35
1.64
f) bepreciation and amortisation expense 0.02 0.02 0.01 0.09 421.15
g) Other Expenses 619.31 3.79 6.99 631.55 80.43
Total expenses 626.49 10.96 14.20 660.14 532.57
v Profit / (Loss) before exceptional and extraordinary items and
$\text{tax}$ $(\text{III} - \text{IV})$
**
(626.49)
(10.96) 6.59 肉肉
(660.14)
(511, 78)
VI Exceptional Items
VII Profit / (Loss) before extraordinary items and tax (V - VI) 青青
(626.49)
(10.96) 6.59 (660.14) (511.78)
VIII Extraordinary items
IX Profit before tax (VII - VIII) 大家
(626.49)
(10.96) 6.59 (660.14) (511.78)
х Tax Expense
ХI Profit / (Loss) for the period from continuing operations (IX-X) (626.49) (10.96) 6.59 (660.14) (511.78)
XII Profit / (Loss) from discontinued operations (IX-X) 86.36 *** 图# (64.26) (320.23) $(177.69)$ * (5564.48)
XIII Tax expense of discontinuing operationss
XIV Profit / (Loss) from discontinuing operations (after tax) (XII - XIII) 86.36 (64.26) (320.23) (177.69) (5564.48)
XV
XVI
Profit / (Loss) for the period (XI + XIV)
Other Comphrehensive Income
A (i) Litems that will not be reclassified to profit or loss
$(540.13)$ *** $E#$ (75.22) (313.64) $(837.83)$ *** (6076.26)
(a) Other Conprensive income / (loss) arising from discontinued operations
(b) Equity Instrument through other comprehensive Income 5.01
(ii) Income Tax relating to items that will not be reclassified to profit or loss
B (i) Items that will be reclassified to profit or loss
(a) Profit on account of cessation of control in subsidiary (7.17) 2.11
(ii) Income Tax relating to items that will be reclassified to profit or loss
XVII Total other comprehensive income, net of Income TaxA(i+ii)+B(i+ii) (2.16) 2.11
XVIII Withdrawal on account of cessation of Subsidiary/ Attributable to Non Controlling interest (6.89) (2.11)
XIX Total comprehensive income for the period (540.13) *** 卷# (75.22) (322.69) (837.83) *** @# (6076.26)
Earnings per Share (for continuing operations)
a) Basic
(2, 48) (0.14) (0.14) (2.91) (2.35)
b) Diluted (2.48) (0.14) (0.14) (2.91) (2.35)
Earnings per Share (for discontinued operations)
a) Basic 0.33 (0.25) (1.13) (0.68) (21.19)
b) Diluted 0.33 (0.25) (1.13) (0.68) (21.19)
Earnings per Share (for discontinued and continuing operations)
a) Basic (2.15) (0.39) (1.27) (3.59) (23.54)
b) Diluted (2.15) (0.39) (1.27) (3.59) (23.54)

ASSOCIATES (FRN: 012192S) For SQ S DAND niants arte CA.D. Sharath Kumar Partner M.No. 024568

$\overline{2}$ $\frac{1}{2}$

1 The above results were reviewed by the Audit Committee, approved and taken on record by the Board of its meeting held on 13th July 2021, in terms of Regulation 33 of SEBI
(Listing Obligations and Disclosure Requirements) Regulation, 2015.
$\overline{c}$ The Group is adopting Indian Accounting Standards (Ind AS) and the financial results for the quarter and year ended 31st March 2021 are prepared in accordance with the
recognition and measurement principles laid down in Ind AS prescribed under Section 133 of the companies Act, 2013 read with relevant Rules issued thereunder and in terms of SEBI
circular no.CIR/CFD/FAC/62/2016 dated 5th July 2016.
з The status of production and related activities of the Holding Company remains unchanged as reported for the previous quarters.
4 ** No Interest has been provided on the financial facilities availed from the banks/financial institutions by the Holding Company since the Holding company will be seeking reliefs as
part of the resolution plan eventually to be finalised.
5 In the previous year Chennai Insulator division and Visakhapatnam Insulator division (wef 01.10.2019- 6 Months) of the Holding Company were considered as "Discontinued"
Operations". For the current full year under review, Chennai Insulator division and Visakhapatnam Insulator division of the Holding Company are being considered as "Discontinued,
Operations". Hence previous period figures are not comparable. Turnkey Project Business Segment of the Holding Company is considered as "Continuing Operations" in both the years.
Accordingly adjustments are shown separately in the statement of profit and loss under Ind AS 105.
6 The Holding Company has partially complied with the terms of the settlement agreements executed with the secured lenders as highlighted in the annual report for the financial year
ending 31st March 2019 but the Holding Company has been unable to complete the full and final settlement due in February 2019. Pursuant to the same, the Holding Company has
received latest claim letter in Feb 2021 claiming repayment of contractual dues as follows:
(i) < 523.18 cr., from Edelweiss Asset Reconstruction Company Limited (in its capacity as Trustee of EARC SAF 1 Trust, EARC Trust SC 168, EARC Trust SC 209) as on Jan. 31, 2021,
(ii) ₹ 110.53 cr., from IDBI Trusteeship Service Limited (as a debenture trustee on behalf of debenture holders) as on Jan. 31, 2021 and
(iii) ₹ 177.40 cr., from Allium Finance Private Limited as on Jan 31, 2021.
The claim amounts include interest up to the said period and other charges as provided for under the respective financing documents entered into by the Holding Company. The
Holding Company is in discussions with the secured lenders for its resolution.
7 @As required under Ind AS 36 Impairment amounting to ₹4618.93 Lakhs has been provided for the year ended 31st Mar 2021 in the books of Vizag Insulator Division (considered as)
discontinued operations w.e.f. 01.10.2019) of the Holding Company with reference to Land on unexpired Lease period (as on 31st Mar 2021), Buildings on Card Rate and other fixed,
assets on the respective WDV basis. The provision made earlier in the year ended 31st March 2020 amounting to ₹4570.01 Lakhs stands reversed.
6 The Holding Company has additionally subscribed to 20000 Equity Shares of & 10/- each fully paid up in the Subsidiary, viz., Vidagara Tech Park Private Limited during the quarter
under review.
9 The Holding Company clarifies that its Project business vertical is currently functioning at a low scale because of inadequacy of funds.
However, the Holding Company is evaluating various steps in connection with the re-vitalization and long term stability and growth of its Turnkey Project Business Unit which patential!
and apportunity exists once the balance sheet is restructured.
Moreover, the continuing disruption caused by the Covid pandemic on normal business activities has delayed the progress of such evaluation.
The Holding Company is also in the process of exploring various options for effective usage of its industrial land in Chennai in compliance with various approvals and regulations based
on its previous experience.
These steps are intended to set the foundation for the revival of activities of the Holding Company. Hence, the Holding Company continues to prepare its Accounts and the Statement
10 of audited financial results on a 'going concern' basis of accounting.
The Consolidated financial statements relate to W.S. Industries (India) Limited (the Parent Company), and its Subsidiary Companies. The Parent Company with its subsidiaries
constitute the Group.
11 The Subsidiary Companies considered in the consolidated financial statements are Vidagara Tech Park Private Limited and WS Insulators Private Limited, whose country of
incorporation are in India and the percentage of voting power by W.S. Industries (India) limited as on 31st March 2021 is 100% and 100% respectively.
12 The Group is not required to provide Segment Reporting under the criteria specified in IND AS 108.
13 The lockdown and restriction of activities due to Covid-19 did not have any significant impact in the Holding Company's overall performance during the current period, but has impacted
the functioning with shutdown of office.
Due to the above, the efforts of the Holding Company on the resolution plan has not made progress. The Holding Company will be able to get a better clarity only after the lockdown
is lifted and reasonable normalcy is restored.
Regarding the subsidiaries, the effects of COVID-19 pandemic did not have any significant impact on their respective operations and compliances, during the year under review.
#The liability of ? 4 cr., assigned by one of the erstwhile Subsidiaries to the Holding Company, now confirmed not payable, has been written back in the Holding Company during the
14 period under review.
15 Figures have been regrouped/reclassified wherever necessary, to conform to this year's classifications and as per amended schedule iii to the Companies Act,2013 vide Notification
16 dated 24th March 2021.
The figures for the quarter ended 31st March 2021 are the balancing figures between the audited figures in respect of full financial year and the published year to dote figures upto
the third guarter of the financial year.
for W. S. INDUSTRIES (INDIA) LIMITED
Chennai
13th July 2021
DIEECI
For S B S B AND ASSOCIATES (FRN: 012192S)
o.
Chartered Accountants
600.
Partner
M.No. 024568

W.S. INDUSTRIES (INDIA) LIMITED CIN: L29142TN1961PLC004568 Registered Office: 108, Mount Poonamallee Road, Porur, Chennai 600 116 Statement of Audited Consolidated Assets and Liabilities

[under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015]

₹ in Lakhs

CONSOLIDATED
Particulars As at 31 03 2021 As at 31 03 2020
Audited Audited
А
1.
(a)
(b)
(c)
ASSETS
Non-Current Assets:
Property, Plant and Equipment
Capital Work in Progress
Other Intangible Assets
2.07 2.16
(d)
(e)
Financial Assets:
investments
Other Non- Current Assets
Total Non -Current Assets
9.83 11.90 18.17 20.33
2.
(a)
(b)
(c)
Current Assets:
Financial Assets:
i. Trade Receivables
ii. Cash and Cash Equivalents
Current Tax Assets (Net)
Other Current Assets
15.75
24.59
0.23
1,131.33
858.94
28.12
317.15
704.45
Total Current Assets 1171.90 1908.66
3. Non Current Assets held 6078.16 5410.49
TOTAL ASSETS 7261.96 7339.48
B
1.
(a)
(b)
EQUITY AND LIABLITIES
Equity:
Equity Share Capital
Other Equity
2626.06
(11968.98)
2626.06
(11131.15)
(c) Non controlling Interest
Total Equity
(9342.92) (8505.09)
2. Non Current Liabilities:
Financial Liabilities
Prefefence Share Capital
1275.00 1275.00
1275.00
3. Total Non Current Liabilities
Current Liabilities:
1275.00
(a) Financial Liabilities
i. Borrowings
ii. Trade Payables
iii. Other financial liabilities
11494.76
2962.21
43.44
1570.50
2969.35
8548.75
(b)
(c)
Provisions
Other current liabilities
4.34
825.13
4.34
1476.63
Total Current Liabilities 15329.88 14569.57
TOTAL EQUITY AND LIABILITIES 7261.96 7339.48

S BAND ASSOCIATES (FRN: 012192S) for W. S. INDUSTRIES (INDIA) LIMITED tered Accountants

CA,D. Sharath Kumar Chennai Partner 13th July 2021 No. 024568

B

DIRECTOR

  • سمه

ES (IA

PORUR

Registered Ofice: 108, Mount Poonamallee Road, Porur, Chennai-600116 CONSOLIDATED AUDITED STATEMENT OF CASH FLOW FOR THE YEAR ENDED 31st MARCH 2021 CIN: l29142TN1961PLC004568

.-------~
in~ Lakhs
31-Mar-21 31-Mar-20
PARTICULARS
A OPERATING ACTIVITIES:
Profit before tax from continuing operations {660.14) (511.79)
Profit/(loss) before tax from discontinued operations {177.69) (5564.48)
Profit before tax (837.83) (6076.27)
Adjustments to reconcile profit before tax to net cash flows:
Depreciation and impairment of property, plant and equipment 0.09
Net foreign exchange differences 421.15
(0.49)
Loss on disposal of property, plant and equipment 0.26
Finance costs (including fair value change in financial instruments) 0.03 0.32
Non Current Asset held - Impairment/Discarded (667.67) 4669.90
Provision for Doubtful Debts 699.73
Working capital adjustments:
(lncrease)/Decrease in trade and other receivables and prepayments 143.47 (11.79)
(lncrease)/Decrease in inventories 114.33
lncrease/(Decrease) in trade and other payables (7.15) 116.27
( Increase )/Decrease in other Current Assets (101.63) (224.66)
lncrease/(Decrease) in Liabilities and Provisions (651.49) (237.80]
Net cash flows from operating activities {1422.45) (1228.78)
8 INVESTING ACTIVITIES:
Proceeds from sale of property, plant and equipment
Purchase of property, plant and equipment 0.03
(1.91)
On account of cessation of control in Subsidiary 13.27
Net cash flows used In investing activities 11.39
C FINANCING ACTIVITIES:
Interest paid (0.03) (0.32)
Increase/ (Decrease) in borrowings & other financial liabilities 1418.96 1037.11
Net cash flows from/(used in) financing activities 1418.93 1036.79
Net increase in cash and cash equivalents (3.52) (180.60)
Net foreign exchange difference 0.49
Cash and cash equivalents at the beginning of the year 28.11 208.22
Cash and cash equivalents at vear end
24.59 28.11
Notes on Statement of cash Flow:
1 Above statement has been prepared following the Indirect method except in case of Interest received /Paid.
Dividend Received/Paid, Purchase/ Sale of Investments, loans taken and repaid and Taxes Paid, which have been
considered on the basis of actual movement of cash with necessary adjustments in corresponding assets and
Liabilities.
2 Purchase of Fixed Assets are stated inclusive of movements of Capital Work-in-Progress between beginning and end
of the year.
3 Cash and cash equivalents
Cash and Bank Balances 24.59 28.11
Unrealised (Gain)/ Loss
Cash and Bank Balances restated as above 24.59 28.11
for W. 5. INDUSTRIES ( INDIA) LIMITED
_
fy~
DIRECTOR
~t.S (/'1 ~
.:::;
Place : Chennai
Date : 13th July 2021
e:,§
f/'1'' !/
c
PORUR
,~
1 ~ Boo 111 ~ ~ I)

Auditor's Report On Annual Consolidated IND AS Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To Board of Directors ofW.S.Industries (India) Limited,

We have audited the annual consolidated IND AS financial results of W.S.Industries (India) Limited (herein after referred to as "the Holding Company") and its subsidiaries (the Holding Company and its Subsidiaries together referred to as "the Group") for the period 01/04/2020 to 31/03/202 I attached herewith. being submitted by the company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

These annual consolidated IND AS financial results have been prepared on the basis of the annual consolidated financial statements. which are the responsibility of the company"s management.

Our responsibility is to express an opinion on these annual consolidated financial results based on our audit of such annual consolidated IND AS financial statements, which have been prepared in accordance with the recognition and measurement principles laid down in Accounting Standard for interim Financial Reporting (AS 25 / lnd AS 34), prescribed. under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder: or by the Institute of Chartered Accountants of India, as applicable and other accounting principles generally accepted in India.

We conducted our audit in accordance with the auditing standards generally accepted in [ndia. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial results are free of material misstatement(s). An audit includes examining, on a test basis, evidence supporting the amounts disclosed as financial results. An audit also includes assessing the accounting principles used and significant estimates made by management. We believe that our audit provides a reasonable basis for our opinion.

Basis for Qualified Opinion

The group·s net worth has been completely eroded. The accumulated losses in the reporting year, amounts to Rs. 5037.22 millions (Previous year Rs. 4953.44 millions). Further the Holding Company has overdue loans to various financial institutions amounting to Rs. 719 .13 millions and interest accrued and due there on of Rs.132.70 millions and the turnover during the period ended 31 stMarch, 2021 is Rs. 15.64 millions {previous year Rs. 16.44 millions) as per the books of accounts maintained.

ln the absence of external confirmation of balance as at 31st March 2021 in respect of suppliers. customers, depositors, banks/financial institutions and others of the Holding Company, we are unable to comment on it.

Material Uncertainty related to 'Going Concern'

We draw attention to the following note to the financial statements:

During the year under audit, there was no production in the Chennai and Vizag plants of the Holding Company and are being considered as discontinued operations. Turnkey Project Business Segment of the Holding Company 1s being considered as Continuing Operations.

management's expectation of the outcome of above discussion and re-vitalization, the financial statements have been prepared on a going concern basis. However in view of the above mentioned matter, we are unable to comment on the ability of the Holding Company to continue as a going concern as per SA 570.

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

Emphasis of Matter

Impact of COVID-19:

We draw attention to Note No: 2 (e) and (f) of the consolidated financial statements, which describes the effects of COVID-19 pandemic on the group's operations and compliances, which does not have any significant impact in the group's overaU performance during the current period.

It is not appropriate to estimate the duration and severity of these Consequences, as well as their impact on the financial position and results of the group for future periods.

Note no.26 of the consolidated financial statements in respect of payment of dividend on Non Convertible Cumulative Redeemable Preference Shares of the Holding Company is contingent on various factors as mentioned in the said note, which is currently uncertain and hence the amount payable has been treated as contingent liabitity.

Our conclusion is modified in respect of the above matter.

In our opinion and to the best of our information and according to the explanations given to us these consolidated Ind AS annual financial results:

  • (i) are presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in this regard; and
  • (ii) give a true and fair view of the consolidated net profit/ loss and other financial information for the period ended 31st March 2021 except for the possible effects of the qualification as described in the previous paragraphs.

Place: Cbennai Date : 13th July 2021

Statement on Impact of Audit Qualifications (for audit report with modified opinion) submitted along-with Consolidated IND AS Annual Audited Financial Results under Regulation 33 of the SEBI (LODR) !Regulations 2015

I. SI
No.
Particulars Audited figures
(as reported
before
adjusting for
qualifications)
Rs in Million
Adjusted
figures (audited
figures after
adjusting for
qualifications)
Rs in Million
1 Continuing Operatior.,s -
Turnover
/ Total Income
- -
Total Expenditure 66.01 66.01
Net ProfiU(Loss) (66.01) (66.01)
2 Discontinued Operat"ions -
Net ProfiU(Loss) (17.77) (17.77)
3 Continuing and Disce>ntinued
Operations -
Net ProfiU(Loss) (83.78) (83.78)
4 Earnings Per Share
Continuing Operations (2.91) (2.91)
Discontinued Operahons (0.68) (0.68)
5 Both
Total Assets
(3.59)
726.20
(3.59)
726.20
6 Total Liabilities 726.20 726.20
7 Net Worth (806.79) (806.79)
8 Any other financial item(s) (as felt Nil Nil
appropriate by the management)
II Audit Qualification (each audit qualification separately):
Auditors' Qualified Oi;!inion No.1
The group's net worth has bi~en completely eroded. The accumulated losses in the
reporting year, amounts to Rs. 5037.22 millions (Previous year Rs. 4953.44 millions).
Further the Holding Company has overdue loans to various financial institutions
amounting to Rs.719.13 millic,ns and interest accrued and due there on of Rs.132.70
millions and the turnover duiring the period ended 31st March,
millions (previous year Rs. 16.44 millions) as per the books of accounts maintained.
In the absence of external confirmation of balance as at 31st March 2021 in respect of
suppliers, customers, depositors, banks/financial institutions and others of the Holding
Company, we are unable to comment on it.
2021 is Rs. 15.64
Material Uncertainty related to 'Going Concern'
We draw attention to the following note to the financial statements:
During the year under audit, tlhere was no production in the Chennai and Vizag plants
of .lb.e. Holdi'ng Company and are being considered as discontinued ~
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Continuing Operations.
These factors along with othe1r matters as set forth in the said notes, which indicates
the existence of a material uncertainty in the Holding Company that may cause
significant doubt about the Holding Company's ability to continue as a going concern.
The Holding Company is in the discussion of re-vitalization and long term stability and
growth of its Turnkey Project Business unit. In light of the management's expectation
of the outcome of above discussion and re-vitalization, the financial statements have
been prepared on a going concern basis. However in view of the above mentioned
matter, we are unable to comment on the ability of the Holding Company to continue
as a going concern as per SA 570.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our qualified opinion.
b. Type of Audit Qualification : Qualified opinion
c. Frequency of qualification
: Appeared sixth time wrt Net worth erosion and
confirmation of balance. Appe!ared third time for the comment as
er SA 570.
d. For Audit qualification(s) where the impact is quantified by the auditor: Not
applicable
Management's Views: Not applicable
e. For Audit qualification(s) where the impact is not quantified by the
auditor:
(i) Management's estima1tion on the impact of audit qualification: Not relevant
(ii) If management is unable to estimate the impact, reasons for the same: Not
applicable
Observation
:
Both Punjab National! Bank & the Indian Overseas Bank of the Holding
Company, have assi9ned their facilities to Edelweiss Asset Reconstruction
Company Ltd, as on ·10th December 2015 and 29th March 2016 respectively
and terms and conditions have not been disclosed to the Holding Company.
Further more the Holding Company is in discussions with Allium Finance
Private Limited, IDBI Trusteeship Services Limited, and Edelweiss Asset
Reconstruction Company Limited to find a resolution to the outstanding loan
liabilities with them and arising from the non completion of the settlement
agreements signed with them on 12th April 2018.
The Holding Company has partially complied with the terms of the settlement
agreements executed with the secured lenders as highlighted in the annual
report for the financial year ending 31st March 2019 but the Holding Company
has been unable to complete the full and final settlement due in February
2019. Pursuant to thH same, the Holding Company has received latest claim
letter received in Feb 2021 claiming repayment of contractual dues as follows:
(i) ~ 523.18 er., from Edelweiss Asset Reconstruction Company Limited (in its
capacity as Trustee 01' EARC SAF 1 Trust, EARC Trust SC 168, EARC Trust
SC 209) as on Jan. 31
, 2021
,
(ii)~ 110.53 er., from IDBI Trusteeship Service Limited (as a debenture trustee
on behalf of debenture: holders) as on Jan. 31
, 2021 and
(iii) ~ 177 .40 er., from Allium Finance Private Limited as on JaD 31 , 20-::;;::::;.;::;:~
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The claim amounts include interest up to the said period and other charges as
provided for under the respective financing documents entered into by the
Holding Company. T~1e Holding Company is in discussions with the secured
lenders for its resolution.
Further,
(i) It is clarified that the Holding Company's Project business vertical is
currently functioning at a low scale because of inadequacy of funds.
However, the Holding Company is evaluating various steps in connection with
the re-vitalization ancl long term stability and growth of its Turnkey Project
Business Unit which potential and opportunity exists once the balance sheet is
restructured.
As
part of this
ex,ercise,
the
Holding
Company
has
entered
into
a
Memorandum of Undlerstanding (MoU) with M/s. Vishnusurya Projects and
Infra Private Limited, Chennai ("VSPIPL") to identify and explore business
opportunities in the Turnkey Project Segment more specifically in the areas of:
Electrical
Projects
· for
Substations
and
Transmission
Lines,
Rural
Electrification, Industrial electrification etc. on Total turnkey basis and other
Green Field Projects. including Business Development, Planning, Design,
Sourcing, Scheduling, Execution, Testing & Commissioning, Operation &
Maintenance until Taking over by the Customer.
However, the continuing disruption caused by the Covid pandemic on normal
business activities has delayed the progress of such evaluation.
(ii) The Holding Comp,3ny is also in the process of exploring various options for
effective usage of its industrial land in Chennai in compliance with various
approvals and regulations based on its previous experience.
These steps are intencjed to set the foundation for the revival of activities of the
Holding Company. Hence, the Holding Company continues to prepare its
Accounts and the Statement of audited financial results on a 'going concern'
basis of accounting.
Auditor's Comments on i or (ii above: Statement of facts.
Auditors' Emphasis of Matt,er No.1
a. Details of Emphasis of Matter:
Impact of COVID-19:
We draw attention to Note N10: 2 (e) and (f) of the consolidated financial statements,
which describes the effects ,of COVID-19 pandemic on the group's operations and
compliances, which does not have any significant impact in the group's overall
performance during the current period.
It is not appropriate to estima1te the duration and severity of these Consequences, as
well as their impact on the financial position and results of the group for future periods.
Note no.26 in respect of payment of dividend on Non Convertible Cumulative
Redeemable Preference Shares of the Holding Company is contingent on various
factors as mentioned in the said note, which is currently uncertain and hence the
yable has been treated as contingent liability.
1
b. Type of Qualification : Emphasis of Matter
c. Frequency of qualification : Appeared second time wrt Covid-19 and first time wrt
a ment of dividend on Non Convertible Cumulative Redeemable Preference Shares.
applicable d. For Audit qualification(s) where the impact is quantified by the auditor: Not
Management's Views: No1t a plicable
applicable e. For Audit qualification(s) where the impact is not quantified by the auditor:
(i) Management's estimaition on the impact of audit qualification: Not relevant
(ii) If management is unable to estimate the impact, reasons for the same: Not
Observation :
The lockdown and re1striction of activities due to Covid-19 did not have any
significant impact in the Holding Company's overall performance during the
current period, but ha:s impacted the functioning with shutdown of office.
Due to the above, the efforts of the Holding Company on the resolution plan
has not made progre-ss.
The Holding Company will be able to get a better
clarity only after the lockdown is lifted and reasonable normalcy is restored.
the year under review. Regarding the subsidiaries, the effects of COVI D-19 pandemic did not have
any significant impact on their respective operations and compliances, during
iii Auditor's Comments on
Signatories:
Board Meeting Chairman
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CFO
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Audit Committee Chairman
Statutory Auditor
Place: Chennai
Date: 13 July 2021