To the Members of Mis. Trade -Wings Limited
Report on the Standalone Financial Statements
Opinion
We have audited accompanying standalone financial statements of Trade Wings Limited (the Company) which comprise of the balance sheet as at March 31 2019 the statement of Profit and Loss (Including other comprehensive income) statement of changes in equity and statement of cash flows for the year then ended and notes to the financial statements including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us the aforesaid standalone financial statements give the information required by The Companies Act 2013 (The Act) in the manner so required and give a true and fair view in conformity with the Indian accounting standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended (Hindas) and other accounting principles generally accepted in India of the state of affairs of the Company as at March 31 2019 profit and total comprehensive income changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act 2013. Our responsibilities under those Standards are further described in the Auditor'S Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the independent requirement that are relevant to our audit of the standalone financial statements under the 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 ICAI's Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on standalone financial statements.
Key Audit Matters
Key audit matters are those matters that in our professional judgment were of most significance in our audit of the standalone financial statements 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.
Information other than standalone financial statements and Auditors report thereon
The company's Board of Directors are responsible for the preparation of the other information. The other information comprises of the information included in the management discussion and analysis Boards report including Annexure to Boards Report Corporate Governance and Shareholders information but does not include the standalone financial statements and our auditor's report thereon. Our opinion on standalone financial statements does not cover the other information and we do not express any form of assurance or conclusion thereon.
In connection with our audit of the standalone financial statement our responsibility is to read the other information and in doing so consider whether the other information is materially inconsistent with the standalone financial statement or other information obtained during the course of our audit or otherwise appear to be materially misstated.
If based on the work we have performed we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and those charged with governance for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (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 total comprehensive income changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making judgments and estimates that are reasonable and prudent; and design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement whether due to fraud or error.
In preparing the standalone financial statements management is responsible for assessing the Company's ability to continue as a going concern disclosing as applicable matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so. The Board of Directors are responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement whether due to fraud or error and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if individually or in the aggregate they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the standalone financial statements whether due to fraud or error design TRADE-WINOS LIMITED 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 Companies Act 2013 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.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and based on the audit evidence obtained whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. Ifwe conclude that a material uncertainty exists we are required to draw attention in our auditor's report to the related disclosures in the standalone financial statements or if such disclosures are inadequate to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation structure and content of the standalone financial statements including the disclosures and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding among other matters the planned scope and timing of the audit and significant audit findings including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable related safeguards.
From the matters communicated with those charged with governance we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. Wc describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when in extremely rare circumstances we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Emphasis of matter
We draw attention to Note 10 to the financial statements which states that no provision for diminution in the value of the investments in the wholly owned subsidiary- Trade Wings Hotels Limited has been recognized in the financial statements for the reasons stated in the note.
Our opinion is not qualified in respect of that matter.
Other Matter
The Financial Statements of Trade Wings Ltd for the year ended March 31 2018 were audited by another auditor who expressed an unmodified opinion on those statements on March 312018.
We have not audited the financial statements of 23 branches & 02 divisions included in the financial statements of the Company whose financial statements reflect total Assets of Rs.4295.47 lakhs and total revenues of Rs.28104.09 lakhs for the year ended on that date as considered in the financial statements. The financial statements of these branches and divisions have been audited by other auditors.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditor's Report) Order 2016 (the Order) issued by the Central Government ofindia in terms of sub-section (II) of section 143 of the Companies Act 2013 we give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.
As required by Section 143(3) of the Act we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c) The Balance Sheet the Statement of Profit and Loss including other comprehensive income the statement of change 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 Ind AS specified under Section 133 of the Act.
e) On the basis of the written representations received from the directors as on March 31 2019 taken on record by the Board of Directors none of the directors is disqualified as on March 31 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 over financial reporting of the Company and the operating effectiveness of such controls refer to our separate Report in Annexure B
g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule II 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 no I)
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 required to be transferred to the Investor Education and Protection Fund by the Company.
For and on behalf of
Kapadia Makwana & Associates
Chartered Accountants
Firm's registration number: 126509W
Ghanashyam R. Kapadia
Partner
Membership number: 031157
Mumbai May 29 2019
Annexure A to the Independent Auditors' Report
Referred to in paragraph I under the heading 'Report on Other Legal & Regulatory Requirement' of our report of even date to the standalone Ind AS financial statements of the Company for the year ended March 31st 2019:
| Sr. No. | Particulars |
| In Respect of its Fixed Assets: |
| (i) | (a) The company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets; |
| (b) These fixed assets have been physically verified by the management at reasonable intervals in accordance with regular programme of verification. According to the information and explanation given to us. no material discrepancies were noticed on such verification. |
| (c) The title deeds of immovable properties ( which are included under the Note 1-' Property plant and equipment') are held in the name of the Company except for land and building having carrying value ofRs. 11.30 lakhs as at March 312019. |
| (d) Fixed assets includes Rs.53.62/- related to purchase of vehicle for which documentation and registration procedures are pending. |
| (ii) | In Respect of its inventory: |
| According to the information and explanations given to us Physical verification of inventory has been conducted at reasonable intervals by the management and no material discrepancies were noticed on physical verification during the year. |
| (iii) | According to information and explanations given to us the company has granted unsecured loans to companies covered in the register maintained under section 189 of the Companies Act 20 13and with respect to the same: the Company has taken interest bearing unsecured loans and advance from one Director covered in register maintained u/s 189 of Companies Act 2013 |
| (a) In our opinion the terms and conditions of grant of such loans are not prima facie prejudicial to the company's interest. |
| (b) The schedule of repayment of principal and payment of interest has been stipulated and the repayment/receipts of the principal amount and the interest are regular |
| (c) There is no overdue amount in respect of loans granted to such companies. |
| (iv) | According to information and explanations given to us the Company has complied with the provisions of section 185 and 186 of the Companies Act 2013 in respect of loans investments guarantees and security. |
| (v) | According to information and explanations given to us the company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules 2014 (as amended). Accordingly the provisions of clause 3(v) of the order is not applicable. |
| (vi) | According to the information and explanations given to us the Central Government has not prescribed maintenance of cost records under sub-section (I) of section 148 of the Companies Act 2013. |
| (vii) | According to the information and explanations given to us in respect of statutory dues: |
| (a) The company is generally regular in depositing undisputed statutory dues including provident fund employees' state insurance income-tax sales-tax wealth tax GST duty of customs duty of excise value added tax cess and any other statutory dues with the appropriate authorities. |
| (b) There were no undisputed amounts payable in respect of provident fund employees' |
| state insurance income-tax sales-tax wealth tax service tax duty of customs duty of excise value added tax cess and any other statutory dues in arrears as at March 312019 for period of more than six months from the date they became payable except for |
| Service Tax | Rs. 954835/- |
| ESIC | Rs.68058/- |
| Profession Tax | Rs.20761/- |
| (viii) | The company has not defaulted in repayment of loans or borrowing to a financial institution bank Goverrunent or dues to debenture holders. |
| (ix) | The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) and term loans during the year. |
| (x) | According to the information and explanations given to us we have not noticed or reported any fraud by the company or any fraud on the Company by its officers or employees during the year. |
| (xi) | According to the information and explanations given to us and based on our examination of the records of the company the company has not paidl provided for managerial remuneration. Accordingly paragraph 3(xi) of the order is not applicable. |
| (xii) | This clause of the Caro 2016 is not applicable to the Company as the company is not a Nidhi Company |
| (xiii) | According to the information and explanations given to us all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act 2013 where applicable and the details have been disclosed in the Financial Statements etc. as required by the aoolicable accounting standards |
| (xiv) | According to the information and explanations given to us 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 him and the Provisions of section 192 of Companies Act 2013 have been complied with; |
| (xvi) | This clause of the Caro 2016 is not applicable to the Company as the company is not a required to be registered under section 45-IA of the Reserve Bank of India Act 1934. |
For and on behalf of
Kapadia Makwana & Associates
Chartered Accountants
Firm's registration number: 126509W
Ghanashyam R. Kapadia Partner Membership number: 031157 Mumbai May 29 2019
Annexure B to the Independent Auditor's Report of even date on the Standalone Ind AS Financial Statements of Trade Wings Limited
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 20 13(the Act)
We have audited the internal financial controls over financial reporting of TRADE-WINGS LIMITED (the Company) as of March 31 2019 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.
Management's Responsibility for Internal Financia[ Controls
The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of [nternal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to company's policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 20[3.
Auditors' Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(I0) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement including the assessment of the risks ofmateria[ 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 my lour audit opinion on the Company's internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that
(I) pertain to the maintenance of records that in reasonable detail accurately and fairly rellect 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 authorisations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition use or disposition of the company's assets that could have a material effect on the financial statements.
Inherent Limitations ofInternal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected. Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31 20l9based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.
For and on behalf of
Kapadia Makwana & Associates
Chartered Accountants
Firm's registration number: 126509W
Ghanashyarn R. Kapadia
Partner
Membership number: 031157
Mumbai May 29 2019
