The Members of TRANSGLOBE FOODS LIMITED
Report on the audit of the financial statements
We have audited the accompanying financial statements of TRANSGLOBE FOODSLIMITED("the Company") which comprise the balance sheet as at March 31 2019and the Statement of Profit and Loss Statement of changes in Equity and statement of cashflows for the year then ended and notes to the financial statements including a summaryof significant accounting policies and other explanatory information. (hereinafterreferred to as financial statement).
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by theCompanies Act2013 (Act) in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at March 31 2019 its loss changes in equity and cashflows for the year ended on that date.
Basis for opinion
We conducted our audit in accordance with the standards on auditing specified undersection 143 (10) of the
Companies Act 2013. Our responsibilities under those Standards are further describedin the auditors responsibilities for the audit of the financial statements sectionof our report. We are independent of the Company in accordance with the code of ethicsissued by the Institute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the financial statements under theprovisions of the Act and the rules there under and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the code of ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters. Wehave determined that there are no key audit matters to communicate in our report.
Emphasis of Matter
Note 19 to financial statements indicates that the Company has accumulated losses dueto which its net worth has been significantly eroded. These conditions indicate theexistence of a material uncertainty that may cast a significant doubt about theCompanys ability to continue as a going concern. However the financial statementsof the Company have been prepared on a going concern basis as explained in the saidclause.
Information other than the financial statements and auditors report thereon
The Companys Board of Directors is responsible for the other information. Theother information comprises the information included in the Annual report but does notinclude the Financial Statements and our auditors report thereon. Our opinion on theStandalone Financial Statements does not cover the other information and we do not expressany form of assurance conclusion thereon.
In connection with our audit of the Standalone Financial Statements our responsibilityis to read the other information and in doing so consider whether such other informationis materially inconsistent with the financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated. If based on the work we haveperformed we conclude that there is a material misstatement of this other information weare required to report that fact. We have nothing to report in this regard.
Managements responsibility for the financial statements
The Companys board of directors are responsible for the matters stated in section134 (5) of the Act with respect to the preparation of these financial statements that givea true and fair view of the financial position financial performance including othercomprehensive income cash flows and changes in equity of the Company in accordance withthe accounting principles generally accepted in India including the accounting standardsspecified under section 133 of the Act. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingof 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 financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statement that give a true and fair view andare free from material misstatement whether due to fraud or error.
In preparing the financial statements management is responsible for assessing theCompanys ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.
The board of directors are also responsible for overseeing the Companys financialreporting process.
Auditors responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financialstatementsas a whole are free from material misstatement whether due to fraud or errorand to issue an auditors report that includes our opinion. Reasonable assurance is ahigh level of assurance but is not a guarantee that an audit conducted in accordance withSAs will always detect a material misstatement when it exists. Misstatements can arisefrom fraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.
As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statementswhether due to fraud or error design and perform audit procedures responsive to thoserisks and obtain audit evidence that is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internal control. Obtain anunderstanding of internal control relevant to the audit in order to designaudit proceduresthat are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act2013 we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operating effectiveness ofsuch controls
Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.
Conclude on the appropriateness of managements use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on theCompanys ability to continue as a going concern.If we conclude that a materialuncertainty exists we are required to draw attention in our auditors report to therelated disclosures in the financial statements or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditors report. However future events or conditions may cause theCompany to cease to continue as a going concern.
Evaluate the overall presentation structure and content of the financial statementsincluding the disclosures and whether the financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.
Report on other legal and regulatory requirements
As required by the Companies (Auditors Report) Order 2016 ("theOrder") issued by theCentral Government of India in terms of sub-section (11) ofsection 143 of the Companies Act 2013 we give in the Annexure "A" a statementon the matters specified in paragraphs 3 and 4 of the Order to the extent applicable. Asrequired by Section 143(3) of the Act we report that:
(a) We have sought and obtained all the information and explanations which to the bestof 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 bytheCompany so far as it appears from our examination of those books; (c) The balancesheet the statement of profit and loss in the Statement of Other Comprehensive Incomethecash flow statement and Statement of Changes in Equity dealt with by this report are inagreement with the books of account; (d) In our opinion the aforesaid financialstatements comply with the accounting standards specified under section 133 of the Actread with Companies (Indian Accounting Standards) Rules2015 as amended; (e) On the basisof the written representations received from the directors as on March 31 2019 taken onrecord by the board of directors none of the directors is disqualified as on March 312019 from being appointed as a director in terms of Section 164 (2) of the Act; (f) Withrespect to the adequacy of the internal financial controls over financial reporting of theCompany with reference to these Standalone Financial Statements and the operatingeffectiveness of such controls refer to our separate Report in "Annexure 2" tothis report; and (g) With respect to the other matters to be included in theAuditors Report in accordancewith Rule 11 of the
Companies (Audit and Auditors) Rules 2014 in our opinion and to the best of ourinformation and according to the explanations given to us;
a. The Company does not have any pending litigations which would impact its financialposition; b. The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses; and c. There has been nodelay in transferring amounts required to be transferred to the Investor Education andProtection Fund by the Company
For Koshal & Associates
Firms registration number: 121233W
Membership number: 043746
Date: 27th May 2019
Annexure - A to the Auditors Report
The Annexure referred to in Independent Auditors Report to the members of TRANSGLOBEFOODS LIMITED(the Company) on the financial statements for the year ended31 March 2019 we report that:
(i) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets. (b) As explained to us fixed assetshave been physically verified by the management at reasonable intervals. No materialdiscrepancies were noticed on such verification. (c) According to the information andexplanations given to us and on the basis of our examination of the records of theCompany the company does not hold any immovable property. Accordingly clause 1 (c) of theorder in not applicable. (ii) According to the information and explanations given to usand on the basis of our examination of the records of the Company the Company does nothold any inventories on the balance sheet date. Thus paragraph 3(ii) of the Order is notapplicable to the Company. (iii) According to the information and explanations given to usand on the basis of our examination of the records of the Company the Company has notgranted any loans secured or unsecured to companies firms limited liabilitypartnerships or other parties covered in the register maintained under Section 189 of theAct 2013. (iv) In our opinion and according to the information and explanations given tous the Company has not made any loans and investments which require compliance of section185 and 186 of the Act. Thus paragraph 3(iv) of the Order is not applicable to theCompany. (v) The Company has not accepted any deposits from the public. (vi) The CentralGovernment has not prescribed the maintenance of cost records under section 148(1) of theAct for any of the services rendered by the Company. (vii) (a) According to theinformation and explanation given to us provident fund employees state insurancesales-tax wealth tax duty of customs duty of excise are not applicable to the company.The Company is regular in depositing undisputed statutory dues including income tax valueadded tax Goods and Service Tax Profession tax and other statutory dues with theappropriate authorities during the year.
According to the information and explanation given to us no undisputed amounts payablewere in arrears as at 31st March 2018 for the period of more than six months from thedate they became payable. (b) According to the information and explanation given to usthere no dues of income tax or sales-tax or duty of customs or duty of excise or valueadded tax which have not been deposited with the appropriate authorities on account of anydispute.
(viii) The Company does not have any loans or borrowings from any financialinstitution banks government or debenture holders during the year. Accordinglyparagraph 3(viii) of the Order is not applicable. (ix) The Company did not raised anymoney by way of initial public offer or further public offer (including debt instruments)and term loans during the year. Accordingly paragraph 3 (ix) of the Order is notapplicable.
(x) According to the information and explanations given to us no fraud by the Companyor on the Company by its officers or employees has been noticed or reported during thecourse of our audit. (xi) According to the information and explanations give to us andbased on our examination of the records of the Company the Company has paid and providedfor managerial remuneration. The company has complied with the requisite approvalsmandated 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 theCompany is not a nidhi company. Accordingly paragraph 3(xii) of the Order is notapplicable. (xiv) According to the information and explanations given to us the companyhas not undertaken transactions with the related parties requiring compliance with s. 177and s. 188 of the Act during the year. However related party disclosures as required bythe relevant accounting standards have been disclosed in the financial statement. (xv)According to the information and explanations give to us and based on our examination ofthe records of the Company the Company has not made private placement of shares duringthe year. Accordingly paragraph 3(xiv) of the Order is not applicable. (xvi) According tothe information and explanations given to us and based on our examination of the recordsof the Company the Company has not entered into non-cash transactions with directors orpersons connected with him. Accordingly paragraph 3(xv) of the Order is not applicable.(xvii) The Company is not required to be registered under section 45 -IA of the ReserveBank of India Act 1934.
Firms registration number: 121233W
Membership number: 043746
Date : 27th May 2019
Annexure - B to the Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies
Act 2013 ("the Act")
We have audited the internal financial controls over financial reporting of TRANSGLOBEFOODS LIMITED("the Company") as of 31 March 2019 in conjunction with ouraudit of the 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 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 Reporting issued by the Institute of Chartered Accountants of India(ICAI). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompanys policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.
Our responsibility is to express an 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 theStandards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) ofthe Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued bythe Institute of Chartered Accountants of India. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operated effectively in allmaterial respects. Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditors judgment including the assessment of therisks 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 toprovide a basis for our audit opinion on the Companys internal financial controlsystem over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at
31 March 2019 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.
For Koshal& Associates
Firms registration number: 121233W
Membership number: 043746
Date : 27th May 2019