To the Members of Trade Wings Limited
Report on the Standalone Financial Statements
1. We have audited the accompanying standalone financial statements of Trade WingsLimited ('the Company') which comprise the Balance Sheet as at 31 March 2018 theStatement of Profit and Loss (including Other Comprehensive Income) the Cash FlowStatement and the Statement of Changes in Equity for the year then ended and a summary ofthe significant accounting policies and other explanatory information.
Management's Responsibility for the Standalone Financial Statements
2. The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ('the Act') with respect to the preparation of thesestandalone fmancial statements that give a true and fair view of the state of affairs(financial position) profit or loss (financial performance including other comprehensiveincome) cash flows and changes in equity of the Company in accordance with the accountingprinciples generally accepted in India including the Indian Accounting Standards ('IndAS') specified under Section 133 of the Act. This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal fmancial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the standalone financial statements that give a true andfair view and are free from material misstatement whether due to fraud or error.
Auditor's Responsibility
3. Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.
4. We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.
5. We conducted our audit in accordance with the Standards on Auditing specified underSection 143(I0) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthese standalone financial statements are free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial controls relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the management as well as evaluating the overall presentation of thefinancial statements.
7. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on these standalone financial statements.
Opinion
8. In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India including Ind AS specified under Section133 of the Act of the state of affairs (financial position) of the Company as at 31 March2018 and its profit (financial performance including other comprehensive income) itscash flows and the changes in equity for the year ended on that date"\
Emphasis of matter
9. We draw attention to Note 10 to the financial statements which states that noprovision 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 thereasons stated in the note.
Our opinion is not qualified in respect of that matter.
Other Matter
10. We have not audited the financial statements of 23 branches & 02 divisionsincluded in the financial statements of the Company whose financial statements reflecttotal assets of Rs.2496.14 lakhs and total revenues of Rs.26714.47 lakhs for the yearended on that date as considered in the financial statements. The financial statements ofthese branches and divisions have been audited by other auditors.
Report on Other Legal and Regulatory Requirements
11. As required by the Companies (Auditor'S Report) Order 2016 ('the Order') issued bythe Central Government of India in terms of Section 143( 11) of the Act we give in theAnnexure A a statement on the matters specified in paragraphs 3 and 4 of the Order.
12. Further to our comments in Annexure A as required by Section 143(3) of the Act wereport that:
a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of our audit;
b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books
c) The standalone financial statements dealt with by this report are in agreement withthe books of account;
d) In our opinion the aforesaid standalone financial statements comply with Ind ASspecified under Section 133 of the Act; e) On the basis of the written representationsreceived from the directors and taken on record by the Board of Directors none of thedirectors is disqualified as on 31 March 2018 from being appointed as a director in termsof Section 164(2) of the Act;
f) we have also audited the internal financial controls over fmancial reporting(IFCoFR) of the Company as on 31 March 2018 in conjunction with our audit of thestandalone fmancial statements of the Company for the year ended on that date and ourreport as per AnnexureB expressed Unmodified opinion;
g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 (as amended) inour opinion and to the best of our information and according to the explanations given tous:
i. The Company has disclosed the impact of pending litigations on its fmancial positionin the standalone fmancial statements.
ii. The Company has made provision as required under the applicable law or Ind AS formaterial foreseeable losses if any on long-term contracts including derivativecontracts;
iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection
Fund by the Company;
iv. The disclosure requirements relating to holdings as well as dealings in specifiedbank notes were applicable for the period from 8 November 2016 to 30 December 2016 whichare not relevant to these standalone financial statements. Hence reporting under thisclause is not applicable.
ANNEXURE-A TO THE INDEPENDENT AUDITORS'.REPORT
(Referred to in Paragraph 12 of the Independent Auditors' Report of even date to themembers of Trade Wings Limited on the financial statements for the year ended March 312018)
Annexure A
1) Based on the audit procedures performed for the purpose of reporting a true and fairview on the financial statements of the Company and taking into consideration theinformation and explanations given to us and the books of account and other recordsexamined by us in the normal course of audit and to the best of our knowledge and beliefwe report that:
(a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
(b) The Company has a regular program of physical verification of its fixed assetsunder which fixed assets are verified in a phased manner over a period of three yearswhich in our opinion is reasonable having regard to the size of the Company and thenature of its assets. In accordance with this program certain fixed assets were verifiedduring the year and 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 andbuilding having a carrying value ofRs.1.38Iakhs as at March 31 2018.
2) In our opinion the management has conducted physical verification of inventory atreasonable intervals during the year. No material discrepancies were noticed on theaforesaid verification.
3) The Company has granted unsecured loans to companies covered in the registermaintained under Section 189 of the Act; and with respect to the same: The Company hastaken interest bearing unsecured loans and advance from one Director covered in registermaintained U/S 189 of Companies Act 2013.
(a) In our opinion the terms and conditions of grant of such loans are not primafacie prejudicial to the Company's interest.
(b) The schedule of repayment of principal and payment of interest has been stipulatedand 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.
4) In our opinion the Company has complied with the provisions of Sections 185 and 186of the Act in respect of loans investments guarantees and security.
5) In our opinion the Company has not accepted any deposits within the meaning ofSections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules 2014 (asamended). Accordingly the provisions of clause 3(v) of the Order are not applicable.
6) Undisputed statutory dues including provident fund employees' state insuranceincome-tax sales-tax service tax duty of customs duty of excise value added tax cessand other material statutory dues as applicable have generally been regularly depositedwith the appropriate authorities though there has been a slight delay in a few cases.Further no undisputed amounts payable in respect thereof were outstanding at the year-endfor a period of more than six months from the date they became payable except Service TaxRs.9.73 lakhs ESIC Rs.0.21 lakhs and Professional Tax Rs.0.03 lakhs in Travel Division.
The net dues outstanding in respect of income tax sales-tax duty of customs duty ofexcise and value added tax on account of any dispute are as follows:
| Nature of Statute | Amount Involved |
| Service Tax | Rs.63.47 Lakhs (Net of amount paid) |
| Income Tax (Various assessment years) | Not Ascertainable |
7) The Company has not defaulted in repayment of loans or borrowings to any financialinstitution or a bank or government or any dues to debenture-holders during the year.
8) The Company did not raise moneys by way of initial public offer or further publicoffer (including debt instruments). In our opinion the term loans availed during theyear were applied for the purposes for which the loans were obtained
9) No fraud by the Company or on the Company by its officers or employees has beennoticed or reported during the period covered by our audit.
10) Managerial remuneration has been paid and provided by the Company in accordancewith the requisite approvals mandated by the provisions of Section 197 of the Act readwith Schedule V to the Act.
11) In our opinion the Company is not a Nidhi Company. Accordingly provisions ofclause 3(xii) of the Order are not applicable.
12) In our opinion all transactions with the related parties are in compliance withSections 177 and 188 of Act where applicable and the requisite details have beendisclosed in the financial statements etc. as required by the applicable Ind AS.
13) During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures.
14) In our opinion the Company has not entered into any non-cash transactions with thedirectors or persons connected with them covered under Section 192 of the Act.
15) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly the provisions of Clause 3(xvi) of the Order are notapplicable to the Company.
Report on the financial control under Clause (i) of Sub-section3 of Section 143of theAct:
1. We have audited the internal fmancial controls over the financial reporting of TradeWings Limited (hereinafter referred to as "the Company") as of March 31 2018 inconjunction with our audit of the financial statements of the Company for the year endedon that dates.
Managements Responsibility for Internal Flnancial Controls
2. The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial controls over Financial Reportingissued by the Institute of Chartered Accountants of India (lCAI). These responsibilitiesincludes the design implementation and maintenance of adequate internal fmancial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of fraud and errors the adequacy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.
Auditor's Responsibility
3. Our responsibility is to express opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing deemed to be prescribedunder section 143(10) of the Act to the extent applicable to an audit of internalfinancial controls both applicable to an audit of internal financial controls and bothissued by the ICAI. These standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.
4. Our audit involves performing procedure to obtain audit evidence about the adequacyof the internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal fmancial controls over fmancial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risk ofmaterial misstatement on the financial statements whether due to fraud or error.
5. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal fmancial controls systemover financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
6. A Company's internal fmancial control over fmancial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of fmancial statements for external purpose in accordance with generallyaccepted accounting principles. A Company's internal fmancial control over financialreporting includes those policies and procedures that
7) Pertain to the maintenance of records that in reasonable details accurately andfairly reflect the transaction and dispositions of the assets of the company;
8) Provide reasonable assurance that transactions are recorded as necessary to permitpreparation of fmancial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being. made only inaccordance with authorizations of management and directors of the Company; and
9) Provide reasonable assurance regarding prevention .or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
10) Because of the inherent limitations of internal fmancial control over financialreporting including the possibility of conclusion or improper management overrides ofcontrols material misstatements due to fraud or error may occur and not be detected.Also projections of any evaluation of the internal fmancial controls over fmancialreporting to future periods are subject to the risk that the internal financial controlover fmancial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with policies or procedures may deteriorate.
Opinion
11) In our opinion the Company has in all material respect an adequate internalfmancial control system over fmancial reporting and such internal financial control wereoperating effectively as at 31st March 2018 based on the internal control over fmancialreporting criteria established by the company considering the essential components ofinternal control stated in the Guidance Note on Audit of internal Financial Control overFinancial Reporting issued by the Institute of Chartered Accountant of India.
For HAM & CO.
Chartered Accountants
HARDIKSHAH
Partner
Membership No.
Firm Registration No.
Mumbai
Date: 29th June 2018
