Hardcastle & Waud Mfg Co Ltd Directors Report.

To Members of

Hardcastle and Waud Manufacturing Company Limited,

Report on the Audit of the Indian Accounting Standards ("fnd AS") Financial Statements Opinion

We have audited the accompanying ind AS financial statements of Hardcastle and Waud Manufacturing Company Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2021, the Statement of Profit and loss {including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and a summary of the significant accounting policies and other explanatory information (hereafter referred to as "Ind AS Financial Statements).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid ind AS 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 31st March, 2021, its profit and total comprehensive loss, its changes in equity and its cash flow for the year ended on that date.

Basis for Opinion

We conducted our audit of the Ind AS financial statements 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 Auditors Responsibilities for the Audit of the Ind AS 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 Ind AS financial statements under provisions of the Act and the Rules made there under, 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 Ind AS financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report.

Valuation of Investments

The Companys investment portfolio consist of Investments in Financial Assets which represent 34.81 per cent of the Companys total assets. Our audit procedures for this area included:
Current Investments are stated at market value, determined on an individual investment basis. • We assessed appropriateness of the pricing methodologies with reference to Companys accounting and valuation policy;
In respect of the portfolio of quoted investments we do not consider these investments to be at a high risk of significant misstatement, or to be subject to a significant level of judgement because they comprise liquid, quoted investments. - We have assessed the process and tested the operating effectiveness of the key controls including the Companys method of review and approval of the estimates and assumptions used for the valuation including key authorization and data input controls;
However, due to their materiality in the context of the financial statements as a whole, they are considered to be one of the areas which had significant impact on our overall audit strategy. For quoted investments, recalculated the valuations of investments with
The portfolio of unquoted investments which includes equity shares is 34.39 per cent of the Companys Total Assets. • independent pricing sources; For unquoted investments, we critically evaluated the valuation assessment and resulting conclusions conducted by an independent valuer, in order to determine appropriateness of the valuations recorded with reference to the
Valuation of unquoted investments involves judgement depending on the observability of the inputs into the valuation and further judgement in determining the appropriate valuation methodology where external pricing sources are either not readily available or are unreliable.
Refer Note no. 4 to the Ind AS Financial Statements and Note no. 1.17(v) of the significant accounting policies.

Investment Properties

The Companys investment properties consist of premises. Our audit procedures for this area included:
Investment Properties of the Company represents 40.31 per cent of the Companys total assets. • We have verified whether each of the investment in properties are purchased to be held for capital appreciation or for earning rental income so as to classify it under investment properties.
Investment properties are valued at cost as per Ind AS 40. Refer Note no. 1.05 of Significant Accounting Policies and Note no. 3 to the Ind AS Financial Statements. . We assessed the method of verification and valuation of properties to ensure its reasonableness in the circumstances relating to each asset class.

Evaluation of uncertain Tax positions

The Company has pending litigation matters with various appellate authorities and at different forums. Our audit procedures for this area included:
The Company has material uncertain tax positions including matters under dispute which involve significant judgment to determine the possible outcome of these disputes. • Obtained details of completed tax assessment and demands for the year ended 31sl March, 2021 from management.
Refer Note 27.01 to the Ind AS Financial Statements. • We have reviewed the managements underlying assumptions in estimating the tax provisions and the possible outcome of the disputes.
• Our internal experts also considered legal precedence and other rulings in evaluating managements position on these uncertain tax positions.
• Additionally, we considered the effect of new information in respect of uncertain tax positions, to evaluate whether any change was required to managements position on these uncertainties.

Emphasis of Matter

We draw attention to Note 27,17 of the Ind A5 Financial Statements which describes the possible effect of uncertainties relating to COVID-19 pandemic on the Companys financial performance as assessed by the management. Our opinion is not modified in this matter.

Other Matters

Due to COVID-19 pandemic and the lockdown and other restrictions imposed by the Government and local administration, the audit processes were carried out based on the remote access to the extent available/feasible and necessary records made available by the management through digital medium. Our opinion is not modified in this matter.

Information Other than the Ind AS Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for preparation of the other information. Other information comprises the information included in the Management Discussion and Analysis of the Boards Report including Annexures thereto to Corporate Governance and Shareholders Information, but does not include the Ind AS Financial Statements and our auditors report thereon.

Our opinion on the Ind AS Financial Statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the Ind AS Financial Statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Ind AS Financial Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a 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 Ind AS Financial Statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5} of the Act with respect to preparation of these Ind AS Financial Statements that give a true and fair view of the financial position, financial performance, Other comprehensive income, changes in equity and cash flows of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with provisions of the Act for safeguarding 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 accuracy and completeness of the accounting records, relevant to 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.

In preparing the Ind AS Financial Statements, management is responsible for assessing the Companys 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.

The Board of Directors is also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for Audit of the Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors 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 financial statements.

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

i. Identify and assess 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.

ii. 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 system in place and the operating effectiveness of such controls.

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

iv. Conclude on appropriateness of managements 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 Companys ability to continue as a going concern, If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

v. 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.

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditors Report} Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of sectionl43 of the Act, we give in Annexure "A" hereto a statement on the matters specified in paragraph 3 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 purpose of our audit;

b) in our opinion, proper books of account as required by taw 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 (including 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 Indian Accounting standards specified under section 133 of the Act, read with Company (Indian Accounting Standard) Rules 2015, as amended;

e) In our opinion, there are no financial transactions or matters which may have any adverse effect on the functioning of the company.

f) On the basis of written representations received from the directors as on 31s March, 2021, taken on record by the Board of Directors, none of the directors is disqualified as on 315t March, 2021, from being appointed as a director in terms of section 164 (2) of the Act;

g) With respect to adequacy of the internal financial controls over financial reporting of the Company and operating effectiveness of such controls, refer to our separate report in "Annexure B"; and

h) With respect to other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion to the best of our information and according to the explanations given to us, no remuneration has been paid by the Company to its directors during the year,

i) With respect to other matters to be included in the Auditors 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 Nos. 27,01, 27.15 and 27.16 of Ind AS Financial Statements.

ii. The Company does not have any long-term contracts including derivative contracts; as such the question of commenting on any foreseeable losses thereon does not arise,

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

Annexure "A" to the Independent Auditors Report

(i) (a) The Company has maintained records showing full particulars, including quantitative details and situation of fixed assets in electronic form;

(b) According to the information and explanations given to us, fixed assets were physically verified at the year end by the management in accordance with a phased manner of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. No material discrepancies have been noticed on such verification.

(c) According to the information and explanations given to us and the records examined by us, we report that the title deeds of all immovable properties are held in the name of the Company as at the balance sheet date. In respect of Leasehold land, the lease deed is in the name of the Company;

(ii) According to the information and explanations given to us, physical verification of inventory has been conducted at reasonable intervals by the management during the year and no material discrepancies were noticed However, the company has no inventory as at year end.

(iii) The Company has not granted loans, secured or unsecured to any firms, companies or other parties covered in the register maintained under Section 189 of the Companys Act, 2013 ( the Act) and hence provisions of clauses (iii) of paragraph 3 of the Order are not applicable to the Company;

(iv) The Company has not granted any loans to, or provided any guarantee or security on behalf of the parties covered under Section 185 of the Act and in respect of investments made, the Company has complied with provisions of section 186 of the Act;

(v) The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Act and the rules framed there under;

(vi) The Central Government of India has not prescribed maintenance of cost records under subsection (1) of Section 148 of the Act for any of the activities of the Company;

(vii) According to records of the Company, examined by us and the information and explanations given to us:

(a) The Company is generally regular in depositing undisputed statutory dues including provident fund, employees state insurance, income-tax, goods and service tax, duty of customs, cess and other statutory dues with appropriate authorities. There were no undisputed amounts payable for a period of more than six months from the date they became payable;

(b) Details of dues of Sales tax and income tax which have not been deposited as at 31il March,2021 on account of disputes are given below :

Name of statute Nature of dues Forum where dispute is pending Period to which the amount relates (F.Y.) Amount (In Rs.)*
Sales Tax Sales Tax Deputy Commissioner (Ct), Chennai 2002-03,2003- 04, 2004-05 4,65,848
Sales Tax Sales Tax Appellate Assistant Commissioner, Chennai 2009-10,2010- 11 84,299
Sales tax Sales tax Assessing Officer 2004-05 3,30,744
Sales Tax Sales Tax Deputy Commissioner Appeal(Mumbai) 2013-2014 2,50,473
Sales Tax CST Deputy Commissioner Appeal (Mumbai) 2012-2013 5,36,431
Income Tax Income Tax Jurisdictional AO 2008-2009 802
Income Tax Income Tax Centra! Processing Cell 2009-2010 12,84,140

*The amount includes Rs.3,51,952/- which has been deposited with Sales Tax Authorities in respect of contested demands raised against the Company.

(viii) The Company has not taken any loan from any financial Institution, bank or government and has not issued any debentures;

(ix) The Company has not raised money by way of initial public offer or further public offer. Further no term loans were availed during the year.

(x) To the best of our knowledge and belief and according to the information given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year;

(xi) During the year, the company has not paid any managerial remuneration. Accordingly, the provisions of clause 3(xi) of the said order are not applicable to the company;

(xii) As the Company does not fall into the category of a Nidhi company, clause (xii) of para 3 of the Order is not applicable to the Company;

(xiii) According to the information and explanations given to us, all transactions with related parties are in compliance with Sections 177 and 188 of the Act wherever applicable and details have been disclosed in the Ind AS Financial Statements as required by applicable accounting standards;

(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review;

(xv) According to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with them under provisions of section 192 of Act; and

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

Annexure- "B" to The Independent Auditors Report

Report on Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act

We have audited the internal financial controls over financial reporting of Hardcastle and Waud Manufacturing Company Limited ("the Company") as of 31^ March, 2021 in conjunction with our audit of the Ind AS Financial Statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys 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 design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring orderly and efficient conduct of its business, including adherence to Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information, as required under the Companies Act, 2013 (the Act).

Auditors Responsibility

Our responsibility is to express an opinion on the Companys 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") issued by the Institute of Chartered Accountants of India and the Standards on Auditing 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 control operated effectively in all material respects.

Our audit involved performing procedures to obtain audit evidence about 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 auditors judgment, including assessment of the risks of material misstatement of the IndAS 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 Companys internal financial controls system over financial reporting.

Meaning of internal Financial Controls Over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding reliability of financial reporting and preparation of Ind AS Financial Statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that

(1) pertain to maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Ind AS 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 companys assets that could have a material effect on the Ind AS Financial Statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of inherent limitations of internal financial controls over financial reporting, including 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 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 31st March, 2021, based on the internal control over financial reporting criteria established by the Company considering 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 GMJ & Co.
Chartered Accountants
Firm No. 103429W
CA Atul Jain
Partner
M. No. 037097
UDIN; 21037097AAAADI1216
Place: Mumbai
Date: 16th June, 2021