Whirlpool of India Ltd Auditors Report.

To the Members of Whirlpool of India Limited

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 Auditors 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 Auditors Response

Our audit procedure in respect of this area included:

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

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

3. Auditors expert was involved to reassess Managements 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 Auditors Report Thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Management report, Chairmans statement, Directors report etc but does not include the standalone financial statements and our auditors 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 Companys 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 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 financialstatement 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 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 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 Companys financial reporting process.

Auditors 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 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 standalone financial statements.

We give in "Annexure A" a detailed description of Auditors responsibilities for Audit of the standalone financial statements.

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 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 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 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 AUDITORS REPORT ON EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF WHIRLPOOL OF INDIA LIMITED

Auditors 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 financialcontrols 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 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.

• Evaluate the overall presentation, structure and content of the financial statements, including the 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 financialstatements of the current period and are therefore the key audit matters. We describe these matters in our auditors 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 Forum where dispute (Financial is pending year)
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 Tax levied on optional service contacts 7 4 2000-01 Tribunal
General Sales Tax Act, 1957 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 Sales tax officer 2007-08
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 2011-12
26 16
Tax on discount through credit note 6 - 2008-09 Commissioner of sales
10 - 2009-10 tax
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
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 Entry Tax 59 - 2007-08 High Court
Added Tax Act, 2003 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 Rejection of claim 5 5 2002-03 Sales tax officer
Tax Act, 1962
J & k Value Added Penalty at Check Post 2 - 2007-08 Deputy Commissioner
Tax Act, 2005 2012-13
2014-15
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 Non submission of Canteen Store Department 6 - 2009-10
Added Tax Act, 2005 Certificate
Kerala General Penalty at Check post 1 1 2013-14 Intelligence
Sales Tax Act, 1963 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 Intelligence 2013-14
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
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 Intelligence 2010-11
# - 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 CQB sales partially disallowed 1,107 75 2011-12 Joint Commissioner
Added Tax Act, 2005 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
26 3 2003-04 Commissioner
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
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 Deputy Commissioner
2014-15
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 CSD form short 2 2 2010-11 Deputy Commissioner
Added Tax Act, 2005 Rejection of claim on credit notes for discount 35 35 2006-07 High Court
47 47 2007-08
17 17 2008-09
Tamil Nadu Penalty at Check Post 23 8 1994-95
General Sales Tax Act, 1959 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 Commercial Tax 2009-10 Officer
Check post penalty 17 - 2015-16 Deputy State Tax Officer
The Jharkhand Interest & penalty 1 - 2005-06 Sales tax officer
Value Added Tax Loss in trading account 13 - 2014-15 Joint Commissioner
Act, 2003 Non submission of forms 1 - 2004-05 Sales tax officer 2006-07
Penalty at Check Post 6 6 2011-12 Commissioner of sales tax
Turnover enhanced 42 - 2010-11 Joint Commissioner
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 Enhancement of turnover 3 3 2007-08 Tribunal
Tax Act, 2008 F-Form short and sales turnover increased Penalty at Check Post 3 3 2011-12
1 1 2007-08 Assistant
Commissioner
6 6 2008-09 Tribunal
2009-10
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
1 1 2009-10 Authority Sales Tax
2 2 2010-11 Officer
West Bengal Sales Tax Act, 1944 Rejection of claim of credit notes, canteen store 105 - 2002-03 Special Commissioner
Department Certificate not available
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 AUDITORS 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 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 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 business, including adherence to Companys 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 Companys 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 controlswithreferencetofinancialstatements, 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 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 Companys internal financial controls with reference to financial statements.

Meaning of Internal Financial Controls With reference to Financial Statements

A companys 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 Companys internal financial control with reference 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 companys 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.

For MSKA & Associates
Chartered Accountants
ICAI Firm Registration No. 105047W
Manish P Bathija
Place : Gurugram Partner
Date : May 24, 2019 Membership No.: 216706