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Transwind Infrastructures Ltd.

BSE: 538438 Sector: Engineering
NSE: TRANSWIND ISIN Code: INE792X01016
BSE 05:30 | 01 Jan Transwind Infrastructures Ltd
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Transwind Infrastructures Ltd. (TRANSWIND) - Auditors Report

Company auditors report

To

The Members

Transwind Infrastructure Limited

Ahmedabad

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

1. We have audited the standalone financial statements of Transwind InfrastructureLimited ("the Company") which comprise the balance sheet as at March 312019 and the statement of Profit and Loss and the statement of cash flows for the yearthen ended and notes to the financial statements including a summary of significantaccounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanationsgiven to us except for the effects of the matter described in the Basis for QualifiedOpinion section of our report the aforesaid financial statements 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 31st 2019 profit and its cash flows for theyear ended on that date.

Basis for Qualified Opinion

3. a) The Company has not recognised provision for Corporate guarantee provided toConsortium of Banks lead by State Bank of India amounting to Rs.27128.00 Lacs in respectof borrowings by M. V. Omni Projects (India) Limited for which M. V. Omni Projects (India)Limited has defaulted. The Bankers of M. V. Omni Projects (India) Limited have asked theCompany to repay the said borrowing as guarantor. The Company has denied this claim of thebankers by submitting a written reply. We have been informed that M V Omni Project (India)Limited has also filed civil suit against the bankers in commercial court. The company hasdisclosed an amount of Rs. 27128.00 Lacs in respect of this bank guarantee as ContingentLiability. The accounting treatment adopted by the company is not in accordance withAccounting Standard (AS) 29 Provisions Contingent Liabilities and Contingent Assetsprescribed under Section 133 of the Companies Act 2013. In view of the litigationsinvolved it is impracticable for us to ascertain the effect of such non-provision on thebalance sheet and the profit for the period.

b) The Company has not made provision for Diminution in Value of Investments in sharesof M. V. Omni Projects (India) Ltd. The Total amount invested by the Company as at 31stMarch 2019 is Rs. 64.13 Lacs. The accounting treatment adopted by the company is not inaccordance with Accounting Standard (AS) 13 Accounting for Investments prescribed underSection 133 of the Companies Act 2013. In the absence of necessary details andinformation we are unable to ascertain the effect of such non-provision on the balancesheet and the profit for the period.

c) Balances of Loans and Advances are Subject to Confirmation and adjustment that maybe required if any.

4. We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related to Going Concern

5. We draw attention to Note 29of the accompanying financial statements which indicatesthat the guarantee issued by the company for borrowings by M. V. Omni Projects (India)Ltd. has been invoked by the banker. If the guarantee liability is recognised the amountof which could not be ascertained as indicated in Basis for Qualified Opinion thecompany's current liabilities may exceed its total assets. This event indicates that amaterial uncertainty exists that may cast significant doubt on the Compnay's ability tocontinue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

6. Key audit matters are those matters that in our professional judgment were ofmost significance in our audit of the financial statements of the current period. Thesematters were addressed in the context of our audit of the financial statements as awhole and in forming our opinion thereon and we do not provide a separate opinion onthese matters.

7. We have determined that there are no key audit matters to be communicated in ourreport.

Information other than the Financial Statements and Auditor's Report thereon

8. The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual Report but does not includethe financial statements and our auditor's report thereon. The Annual Report is expectedto be made available to us after the date of this auditor's report.

Our opinion on the financial statements does not cover the other information and wewill not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements our responsibility is to readthe other information identified above when it becomes available and in doing soconsider whether the other information is materially inconsistent with the financialstatements or our knowledge obtained in the audit or otherwise appears to be materiallymisstated.

When we read the Annual Report if we conclude that there is a material misstatementtherein we are required to communicate the matter to those charged with governance and asmay be legally advised.

Responsibilities of Management and Those Charged with Governance for theFinancialStatements

9. 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 ofthese standalone financial statements that give a true and fair view of the financialposition financial performance (changes in equity) and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theaccounting Standards specified under section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate implementationand maintenance of accounting policies; making judgments and estimates that are reasonableand prudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the financialstatement that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

10. In preparing the financial statements management is responsible for assessing theCompany's 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.

11. Those Board of Directors are also responsible for overseeing the Company'sfinancial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

12. Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud 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 financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order todesign 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 whetherthe company has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe 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'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.

13. We communicate with those charged with governance regarding among other mattersthe planned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

14. We also provide those charged with governance with a statement that we havecomplied with relevant ethical requirements regarding independence and to communicatewith them all relationships and other matters that may reasonably be thought to bear onour independence and where applicable related safeguards.

15. From the matters communicated with those charged with governance we determinethose matters that were of most significance in the audit of the financial statements ofthe current period and are therefore the key audit matters. We describe these matters inour auditor's report unless law or regulation precludes public disclosure about the matteror when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

16. As required by the Companies (Auditor's Report) Order2016 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give in"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of theOrder.

17. 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 bestof our knowledge and belief were necessary for the purposes of our audit.

b) Except for the effects of the matter described in the Basis for Qualified Opinionparagraph in our opinion proper books of account as required by law have been kept by theCompany so far as itappears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss the Cash Flow Statement andStatement of Changes in Equity dealt with by this Report are in agreement with the booksof account.

d) Except for the effects of the matter described in the Basis for Qualified Opinionparagraph in our opinion the aforesaid standalone Ind AS financial statements complywith the Indian Accounting Standards prescribed under section 133 of the Act.

e) The matters described in the Basis for Qualified Opinion paragraph above in ouropinion shall have an adverse effect on the functioning of the Company.

f) On the basis of the written representations received from the directors as on 31stMarch 2019 and taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2019 from being appointed as a director in terms of Section164(2) of the Act.

g) The Qualification relating to the maintenance of accounts and other mattersconnected therewith are as stated in the basis for Qualified Opinion paragraph above.

h) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B".

i) 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 in our opinionand 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 financialposition in its standalone Ind AS financial statements – Refer Note 31 to thefinancial statements;

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;

iii. There is no amounts which required to be transferred to the Investor Educationand Protection Fund by the company during the year ended on 31st March 2019.

For J T Shah & Co.
Chartered Accountants
[Firm Regd. No.109616W]
Place : Ahmedabad Sd/-
Date : 30.05.2019 (J.T. Shah)
Partner
[M. No. 3983]

"ANNEXURE A" TO THE AUDITORS' REPORT

Referred to in paragraph 16 of our Report of even date to the Members of TRANSWINDINFRASTRUCTURES LIMITED for the year ended 31st March 2019.

1. In respect of Property Plant and Equipment :

(a) The Company has maintained proper records showing full particulars includingquantitative details and situation of Fixed Assets on the basis of available information.

(b) As per the information and explanations given to us Fixed assets were physicallyverified during the year by the Management in accordance with a programme of verificationwhich in our opinion provides for physical verification of all the fixed assets atreasonable intervals. According to the information and explanations given to us nomaterial discrepancies were noticed on such verification.

(c) The title deeds of immovable properties are held in the name of the company.

2. In respect of its Inventories :

(a) As explained to us physical verification of the inventory was carried out atreasonable intervals by the management.

(b) In our opinion and according to the information and explanation given to us theprocedure of physical verification of inventory followed by the management are reasonableand adequate in relation to the size of the Company and nature of its business.

(c) In our opinion and according to the information and explanation given to us theCompany has maintained proper records of its inventory and the discrepancies noticed onphysical verification of inventory as compared to the book records were not material andhave been properly dealt with in the books of account.

3. In respect of Loans and Advances granted during the year.

According to the information and explanations give to us the Company has not grantedany loans secured or unsecured to companies firms Limited Liability Partnerships orother parties covered in the register maintained under section 189 of the Companies Act2013. Accordingly the provisions of clause 3(iii)(a) to (c) of the order are notapplicable to the company.

4. Loans Investments and guarantees:

The company has not granted any loan or made investments or provided any guarantee orsecurity to the parties covered under section 185 and 186. Therefore clauses (iv) ofcompanies (Auditor's Report) Order 2016 is not applicable.

5. During the year the company has not accepted any public deposits and hence thedirectives issued by the Reserve Bank of India and the provisions of sections 73 to 76 orany other relevant provisions of the Companies Act and the rules framed there under arenot applicable to the company. We are informed that no order has been passed by theCompany Law Board (CLB) or the National Company Law Tribunal (the NCLT) or the ReserveBank of India or any court or any other tribunal.

6. According to the information and explanations given to us maintenance of costrecords as per the provisions of Companies (Cost Records and Audit) Rules 2014 are notapplicable to the company. Therefore clauses (vi) of companies (Auditor's Report) Order2017 is not applicable.

7. In respect of Statutory Dues :

(a) According to the records of the Company the Companyis generally regular indepositing with appropriate authorities undisputed statutory dues including ProvidentFundEmployee's StateInsurance Income-Tax Sales TaxService Tax Duty of Custom Duty ofExcise Value Added Tax Goods and Service Tax Cess and any other statutory dues exceptthere were delay in payment of PF ESI TDS and Goods and Service Tax.

(b) According to the information and explanations given to us no undisputed amountspayable in respect of provident Fund Employees' State Insurance Income-Tax Sales TaxWealth-Tax Service Tax Goods and Service Tax Duty of Custom Duty of Excise ValueAdded Tax Cess was outstanding as at 31st March 2019 for a period of more than sixmonths from the date they become payable except for interest payable on Income Taxamounting to Rs. 2.00 lacs and Late fees &Interest payable on TDS of Rs. 2.97 lacs.

(c) According to the records of the company there are no dues of Income Tax SalesTax Wealth Tax or Service Tax or Duty of Customs or Duty of Excise or Value Added Tax orCess which have not been deposited on account of disputes except following :

Nature of Payments A.Y. Amounts Forum Where Pending
(Rs. In Lacs)
Income Tax 2010-11 3.86 Company's Application Pending before ITAT Ahmedabad
Income Tax 2017-18 4.22 Rectification Application pending with CPC Bengluru

8. Based on our audit procedure and according to the information and explanation givento us we are of the opinion that the Company has not defaulted in repayment of dues tothe Financial Institutions or Banks.

9. According to the information and explanations given to us the company had notraised any money by way of public issue during the year. According to the information andexplanations given to us and on an overall examination of the balance sheet of thecompany in our opinion the term loans taken during the year were applied for the purposefor which they were obtained.

10. Based upon the audit procedures performed and the information and explanationsgiven by the management we report that no fraud by the Company or on the company by itsofficers or employees has been noticed or reported during the year.

11. Based upon the audit procedures performed and the information and explanationsgiven by the management the managerial remuneration has been paid or provided inaccordance with the requisite approvals mandated by the provisions of section 197 readwith Schedule V to the Companies Act;

12. In our opinion the Company is not a Nidhi Company. Therefore the provisions ofclause4 (xii) of the Order are not applicable to the Company.

13. In our opinion all transactions with the related parties are in compliance withsection177 and 188 of Companies Act 2013 and the details have been disclosed intheFinancial Statements as required by the applicable accounting standards.

14. In our opinion and according to the information and explanation given to us nopreferential allotment or private placement of shares or fully or partly convertibledebentures made during the year under review and hence clause (xiv) of the Company's(Auditor's Report) Order 2016 is not applicable.

15. Based upon the audit procedures performed and the information and explanationsgiven by the management the company has not entered into any non-cash transactions withdirectors or persons connected with him. Accordingly the provisions of clause 3 (xv) ofthe Order are not applicable to the Company and hence not commented upon.

16. In our opinion the company is not required to be registered under section 45 IA ofthe Reserve Bank of India Act 1934 and accordingly the provisions of clause 3 (xvi) ofthe Order are not applicable to the Company and hence not commented upon.

For J T Shah & Co.
Chartered Accountants
[Firm Regd. No.109616W]
Place : Ahmedabad Sd/-
Date : 30.05.2019 (J.T.Shah)
Partner
[M. No. 3983]

"ANNEXURE B" TO THE AUDITORS' REPORT

Referred to in paragraph 17(h) of our Report of even date to the Members of TRANSWINDINFRASTRUCTURES LIMITED for the year ended 31st March 2019.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3ofSection143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of TRANSWINDINFRASTRUCTURES LIMITED as of March 31 2019 in conjunction with our audit of thestandalone financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

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. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.

Auditors' Responsibility

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 the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial 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 risks ofmaterial 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 Company's internal financial controls systemover 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.

Opinion

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 March 31 2019 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For J T Shah & Co.
Chartered Accountants
[Firm Regd. No.109616W]
Place : Ahmedabad Sd/-
Date : 30.05.2019 (J.T. Shah)
Partner
[M. No. 3983]

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