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Transwind Infrastructures Ltd.

BSE: 538438 Sector: Engineering
NSE: TRANSWIND ISIN Code: INE792X01016
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Transwind Infrastructures Ltd. (TRANSWIND) - Auditors Report

Company auditors report

To The Members of TRANSWIND INFRASTRUCTURES LIMITED

Ahmedabad

1. Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements ofTRANSWIND INFRASTRUCTURES LIMITED (“the Company”) which comprise the BalanceSheet as at 31st March 2018 the Statement of Profit and Loss and the Cash Flow Statementfor the year then ended and a summary of the significant accounting policies and otherexplanatory information.

2. Management's Responsibility for the Standalone FinancialStatements

The Company's Board of Directors is responsible for the matters statedin Section 134(5) of the Companies Act 2013 (“the Act”) with respect to thepreparation of these standalone financial statements that give a true and fair view of thefinancial position financial performance and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

3. Auditors' Responsibility

Our responsibility is to express an opinion on these standalonefinancial statements based on our audit. We have taken into account the provisions of theAct the accounting and auditing standards and matters which are required to be includedin the audit report under the provisions of the Act and the Rules made there under. Weconducted our audit in accordance with the Standards on Auditing specified under Section143(10) of the Act. Those Standards require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether the financialstatements are free from material misstatement. An audit involves performing procedures toobtain audit evidence about the amounts and the disclosures in the financial statements.The procedures selected depend on the auditor's judgment including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.An audit also includes evaluating the appropriateness of the accounting policies used andthe reasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the financial statements. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion on the standalone financial statements.

4. Opinion

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India:- i. In the case ofthe Balance Sheet of the state of affairs of the Company as at March 31 2018; ii. In thecase of the Statement of Profit and Loss of the profit for the year ended on that date;and iii. In the case of the Cash Flow Statement of the cash flows for the year ended onthat date.

5. Report on Other Legal and Regulatory Requirements i. Asrequired by the Companies (Auditor's Report) Order 2017 (“the Order”) asamended issued by the Central Government of India in terms of sub-section (11) of section143 of the Companies Act 2013 we give in the “Annexure A” statement on thematters specified in paragraphs 3 and 4 of the Order. ii. As required by Section 143(3) ofthe Act we report that: (a) We have sought and obtained all the information andexplanations which to the best of our knowledge and belief were necessary for the purposeof our audit. (b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books. (c) TheBalance Sheet the Statement of Profit and Loss and the Cash Flow Statement dealt with bythis Report are in agreement with the books of account.

(d) In our opinion the aforesaid standalone financial statementscomply with the Accounting Standards specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules 2014. (e) On the basis of the writtenrepresentations received from the directors as on 31st March 2018 taken onrecord by the Board of Directors none of the directors is disqualified as on 31stMarch 2018 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 reportingof the Company and the operating effectiveness of such controls refer to our separateReport in “Annexure B”. (g) With respect to the other matters to be included inthe Auditor's 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 theexplanations given to us: i. The Company has disclosed the impact of pending litigationson its financial position in its financial statements. (Refer Note 30). ii. The Companydid not have any long-term contracts including derivative contracts for which there wereany material foreseeable losses. iii. There are no such amounts which required to betransferred to the Investor Education and Protection Fund by the Company.

For J. T. Shah & Co.

Chartered Accountants

[Firm Regd. No. 109616W]

Place: Ahmedabad
Date: 30.05.2018

(J. T. Shah)

Partner

[M. No. 3983]

“ANNEXURE A” TO THE AUDITORS' REPORT

Referred to in paragraph 5 (i) of our Report of even date to theMembers of TRANSWIND INFRASTRUCTURES LIMITED for the year ended 31st March 2018.

1. In respect of Property Plant and Equipment :

(a) The Company has maintained proper records showing full particularsincluding quantitative details and situation of Fixed Assets on the basis of availableinformation. (b) As per the information and explanations given to us Fixed assets werephysically verified during the year by the Management in accordance with a programme ofverification which in our opinion provides for physical verification of all the fixedassets at reasonable intervals. According to the information and explanations given to usno material discrepancies were noticed on such verification. (c) The title deeds ofimmovable 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 wascarried out at reasonable intervals by the management. (b) In our opinion and accordingto the information and explanation given to us the procedure of physical verification ofinventory followed by the management are reasonable and adequate in relation to the sizeof the Company and nature of its business. (c) In our opinion and according to theinformation and explanation given to us the Company has maintained proper records of itsinventory and the discrepancies noticed on physical verification of inventory as comparedto the book records were not material and have been properly dealt with in the books ofaccount.

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

According to the information and explanations give to us the Companyhas not granted any loans secured or unsecured to companies firms Limited LiabilityPartnerships or other parties covered in the register maintained under section 189 of theCompanies Act 2013. Accordingly the provisions of clause 3(iii)(a) to (c) of the orderare not applicable to the company and hence not commented upon.

4. Loans Investments and guarantees:

According to the information and explanation given to us the companyhad not given any loan guarantee or security nor made any investments during the year.Hence the provisions of section 185 and 186 are not applicable. Therefore clauses (iv) ofcompanies (Auditor's Report) Order 2017 is not applicable.

5. During the year the company has not accepted any publicdeposits and hence the directives issued by the Reserve Bank of India and the provisionsof sections 73 to 76 or any other relevant provisions of the Companies Act and the rulesframed there under are not applicable to the company. We are informed that no order hasbeen passed by the Company Law Board (CLB) or the National Company Law Tribunal (the NCLT)or the Reserve Bank of India or any court or any other tribunal.

6. According to the information and explanations given to usmaintenance of cost records as per the provisions of Companies (Cost Records and Audit)Rules 2014 are not applicable to the company. Therefore clauses (vi) of companies(Auditor's Report) Order 2017 is not applicable.

7. In respect of Statutory Dues : a) According to the records ofthe Company the Company is generally regular in depositing with appropriate authoritiesundisputed statutory dues including Provident Fund Employee's State InsuranceIncome-Tax Sales Tax Service Tax Duty of Custom Duty of Excise Value Added Tax Goodsand Service Tax Cess and any other statutory dues b) According to the information andexplanations given to us no undisputed amounts payable in respect of provident FundEmployees' State Insurance Income-Tax Sales Tax Wealth-Tax Service Tax Goods andService Tax Duty of Custom Duty of Excise Value Added Tax Cess was outstanding as at31st March 2018 for a period of more than six months from the date they becomepayable. c) According to the records of the company there are no dues of Income TaxSales Tax Wealth Tax or Service Tax or Duty of Customs or Duty of Excise or Value AddedTax or Cess which have not been deposited on account of disputes except following :

Amounts

Forum Where

Nature Of Payments

A.Y.

(Rs. In Lacs)

Pending

Income Tax

2010-11

3

.86

ITAT

8. Based on our audit procedure and according to the informationand explanation given to us we are of the opinion that the Company has not defaulted inrepayment of dues to the Financial Institutions or Banks

9. Based upon the audit procedures performed and the informationand explanations given by the management the company has raised moneys by way of initialpublic offer. According to the information and explanations given to us during year underreview the company has applied money raised by way of initial public offer and term loanfor the purpose for which those were raised.

10. Based upon the audit procedures performed and the information andexplanations given by the management we report that no fraud by the Company or on thecompany by its officers or employees has been noticed or reported during the year.

11. Based upon the audit procedures performed and the information andexplanations given by the management the managerial remuneration has been paid orprovided in accordance with the requisite approvals mandated by the provisions of section197 read with Schedule V to the Companies Act;

12. In our opinion the Company is not a Nidhi Company. Therefore theprovisions of clause4 (xii) of the Order are not applicable to the Company.

13. In our opinion all transactions with the related parties are incompliance with section 177 and 188 of Companies Act 2013 and the details have beendisclosed in the Financial Statements as required by the applicable accounting standards.

14. Based upon the audit procedures performed and the information andexplanations given by the management preferential allotment of shares made during the yearare in compliance with Section 42 & 62 of the Companies Act 2013.

15. Based upon the audit procedures performed and the information andexplanations given by the management the company has not entered into any non-cashtransactions with directors or persons connected with him. Accordingly the provisions ofclause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

16. In our opinion the company is not required to be registered undersection 45 IA of the Reserve Bank of India Act 1934 and accordingly the provisions ofclause 3 (xvi) of the Order are not applicable to the Company and hence not commentedupon.

J. T. Shah & Co.For Chartered Accountants [Firm Regd. No.109616W] Place: Ahmedabad Date: 30.05.2018 (J. T. Shah) Partner [M. No. 3983]

“ANNEXURE B” TO THE AUDITORS' REPORT

Referred to in paragraph 5 (ii)(f) of our Report of even date to theMembers of TRANSWIND INFRASTRUCTURES LIMITED for the year ended 31st March 2018.

Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 (“the Act”)

We have audited the internal financial controls over financialreporting of M. V. OMNI PROJECTS (INDIA) LIMITED as of March 31 2018 in conjunction withour audit of the standalone financial statements of the Company for the year ended on thatdate.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013. Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the “Guidance Note”) and the Standards on Auditing issued by ICAIand deemed to be prescribed under section 143(10) of the Companies Act 2013 to theextent applicable to an audit of internal financial controls both applicable to an auditof Internal Financial Controls and both issued by the Institute of Chartered Accountantsof India. 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 auditinvolves performing procedures to obtain audit evidence about the adequacy of the internalfinancial controls system over financial reporting and their operating effectiveness. Ouraudit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error. We believe thatthe audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion on the Company's internal financial controls system over financialreporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures 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 FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at March 31 2018 basedon the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

For J. T. Shah & Co. Chartered Accountants [Firm Regd. No.109616W] Place: Ahmedabad Date: 30.05.2018 (J. T. Shah) Partner [M. No. 3983]