TO THE MEMBERS OF TRANWAY TECHNOLOGIES LIMITED Report on the Audit of the StandaloneFinancial Statements Opinion
We have audited the accompanying standalone financial statements of TranwayTechnologies Limited ("the Company'') which comprise the Balance Sheet as at March31 2021 the Statement of Profit and Loss and Statement Cash Flows for the year thenended and notes to the financial statements including a summary of significantaccounting policies and other explanatory notes for the year end or that date (hereinafterreferred to as "the standalone financial statements").
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 Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in Indiaincluding the Accounting Standards specified under Section 133 of the Act read with Rule7 of the Companies (Accounts) Rules 2014:
i in the case of the Balance Sheet of the state of affairs of the Company as at 31stMarch 2021;
ii in the case of the Statement of Profit and Loss of the Profit for the year ended onthat date; and
iii in the case of the Cash Flow Statement of the cash flows for the year ended onthat date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing (SAs) specified under section 143(10) of the Companies Act 2013.Our responsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Financial Statements section of our report. We areindependent of the Company in accordance with the Code of Ethics issued by the Instituteof Chartered Accountants of India (ICAI) together with the ethical requirements that arerelevant to our audit of the standalone financial statements under the provisions of theAct and the Rules thereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the ICAI's Code of Ethics. We believe that theaudit evidence we have obtained is sufficient and appropriate to provide a basis for ouropinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that in our professional judgement were of mostsignificance in our audit of the standalone financial statements for the financial yearended March'2021. We have determined that there are no key audit matters to communicate inour report.
Emphasis of Matter
In forming our opinion on the standalone financial statement we have considered theadequacy of disclosure made in Note No.25 to the accompanying financial statements inrelation disclosure of AS
-15 Employee benefit and We draw attention to Note 29 of the financial statements asregards to the management evaluation of COVID - 19 impact on the future performance of theCompany.
Our opinion is not modified in respect of the above matters.
Information Other than the Standalone Financial Statements and Auditor's Report Thereon
The Company's Board of Directors are responsible for the preparation of the otherinformation. The other information comprises the information included in the Company'sannual report but does not include the standalone financial statements and our auditor'sreport thereon.
Our opinion on the standalone financial statements does not cover the other informationand we do not express any 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 the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained during the course of our audit or otherwise appears to be materially misstated.
If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact.
We have nothing to report with respect to the above.
Responsibilities of Management and Those Charged with Governance for the StandaloneFinancial Statements.
The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Act with respect to the preparation of these standalone financial statementsthat give a true and fair view of the state of affairs Profit or Loss and cash flows ofthe Company in accordance with the accounting principles generally accepted in Indiaincluding the Accounting Standards specified under Section 133 of the Act as applicable.
This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgements and estimates that are reasonable andprudent; 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 financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.
In preparing the standalone financial statements management are responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.
The Board of Directors are responsible for overseeing the company's financial reportingprocess.
Auditors' Responsibility for the Audit of Standalone Financial Statement
Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit.
A further description of the auditor's responsibilities for the audit of the standalonefinancial statements is included in "Annexure A". This description forms part ofour auditor's report.
Report on Other Legal and Regulatory Requirements
1. Further to our comments in the annexure referred to in the paragraph above 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 by theCompany so far as appears from our examination of those books;
c. The Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account;
d. In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.
e. On the basis of the written representation received from the directors as on 31stMarch 2021 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2021 from being appointed as a director in termsof Section 164 (2) of the Act;
f. With respect to the adequacy of the internal financial controls with reference tostandalone financial statements of the Company the operating effectiveness of suchcontrols refer to our separate Report in "Annexure B".
g. With respect to other matters to be included in the Auditor's Report in accordancewith the requirements of section 197(16) of the Act as amended:
In our opinion and to the best of our information and according to the explanationsgiven to us the remuneration (including sitting fees) paid by the Company to itsdirectors during the year is in accordance with the provisions of section 197 of the Act.The remuneration paid to any director is not in excess of the limit laid down underSection 197 of the Act.
h. 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 does not have any pending litigations which would impact its financialposition.
ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.
2. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Companies Act 2013 we give in "Annexure C" a statement on the mattersspecified in paragraphs 3 and 4 of the order to the extent applicable.
For Luharuka & Co. Chartered Accountants
Sd/- CA. Monoranjan Chowdhury
Partner Membership. No. 054225
Responsibilities for Audit of Standalone Financial Statement
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 standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.
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 with reference to standalonefinancial statements in place and the operating effectiveness 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 standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.
Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.
Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the standalone financial statements may be influenced. Weconsider quantitative materiality and qualitative factors in (i) planning the scope of ouraudit work and in evaluating the results of our work; and (ii) to evaluate the effect ofany identified misstatements in the standalone financial statements.
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.
For Luharuka & Co.
Firm's Registration No: 328700E
Sd/- CA Monoranjan Chowdhury
Partner Membership No: 054225
ANNEXURE - B' TO THE INDEPENDENT AUDITORS' REPORT
(Referred to in paragraph(f) under Report on Other Legal and RegulatoryRequirements' of our report of even date)
Report on the Internal Financial Controls with reference to financial statements underClause
(i) of Sub-section 3 of Section 143 of the Companies Act 2013 ("the Act")(Referred to in our report of even date)
We have audited the internal financial controls with reference to standalone financialstatements of TRANWAY TECHNOLOGIES LIMITED ("the Company") as on March 31 2021in conjunction with our audit of the standalone financial statements of the Company forthe year ended on that date.
Management's Responsibility for Internal Financial Controls
The Company's management are responsible for establishing and maintaining internalfinancial controls based on the internal control with reference to standalone financialstatements 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.
Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to standalone financial statements based on our audit. Weconducted our audit in accordance with the Guidance Note on Audit of Internal FinancialControls over Financial Reporting (the "Guidance Note") and the Standards onAuditing issued by ICAI and deemed to be prescribed under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internal financial controlswith reference to standalone financial statements. 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 with reference tostandalone financial statements was established and maintained and if such controlsoperated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to standalone financial statements andtheir operating effectiveness. Our audit of internal financial controls with reference tostandalone financial statements included obtaining an understanding of internal financialcontrols with reference to standalone financial statements assessing the risk that amaterial 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 judgement including the assessment of the risks of materialmisstatement of the standalone 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 systemwith reference to standalone financial statements.
Meaning of Internal Financial Controls with Reference to Standalone FinancialStatements
A Company's internal financial control with reference to standalone financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. A Company's internalfinancial control with reference to standalone financial statements includes thosepolicies and procedures that -
(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the Company;
(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of standalone financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the Company are being madeonly in accordance with authorisations of management and directors of the Company; and
(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the Company's assets that could have amaterial effect on the standalone financial statements.
Inherent Limitations of Internal Financial Controls with Reference to FinancialStatements
Because of the inherent limitations of internal financial controls with reference tostandalone financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to standalone financial statements to future periods are subjectto the risk that the internal financial control with reference to standalone financialstatements may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.
In our opinion to the best of our information and according to the explanation givento us the Company has in all material respects an adequate internal financial controlswith reference to standalone financial statements and such internal financial controlswith reference to standalone financial statements were operating effectively as at March31 2021 based on the internal control with reference to standalone financial statementscriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India.
For Luharuka & Co. Chartered Accountants
Sd/- CA Monoranjan Chowdhury
Partner Membership. No. 054225
ANNEXURE - C' TO THE INDEPENDENT AUDITORS' REPORT [Referred to in Paragraph 2under Report on Other Legal and Regulatory Requirements section in our IndependentAuditor's Report of even date to the members of Tranway Technologies Limited on theStandalone financial statements for the year ended March 31 2021]
i. In respect of the Company fixed assets:
a) The company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
b) As explained to us fixed assets have been physically verified by the management atregular intervals during the year and no material discrepancies were noticed on suchverification.
c) The company does not own any immovable properties as disclosed in Note No-9 as fixedassets to the financial statements. Therefore the provisions of clause 3(i)(c) of thesaid order is not applicable to the company.
ii. The company does not have any physical inventories. Therefore the provisions ofclause 3(ii) of the said order is not applicable to the company.
iii. The Company has granted unsecured loans to wholly owned subsidiary Company coveredin the register maintained under section 189 of the Companies Act 2013.
a) The terms and conditions of the aforesaid loans granted by the Company are notprejudicial to the interest of the Company.
b) There is no stipulation of schedule of repayment of principal and payment ofinterest.
c) The loan are repayable/payable on demand. Thus reporting under clause 3(iii) of thesaid order is not applicable to the Company
iv. In our opinion and according to the information and explanations given to us thecompany has complied with the provisions of Section 185 and 186 of the Companies Act 2013in respect of loans investments guarantees and securities as applicable.
v. The company has not accepted any deposits from the public covered under Sections 73to 76 or any other relevant provisions of the Act and the rules framed there under.
vi. The maintenance of cost records has not been specified by the Central Governmentunder subsection (1) of Section 148 of the Companies Act 2013 in respect of activitiescarried on by the company. Thus reporting under clause 3(vi) of the said order is notapplicable to the Company.
vii. a) According to information and explanation given to us during the year theCompany has generally been regular in depositing undisputed statutory dues includingIncome Tax Goods and Services Tax Provident Fund Employee State Insurance and otherstatutory dues applicable to it with the appropriate authorities except there has been aslight delay in a few cases.
However undisputed dues in respect of Income Tax (Tax Deducted at Source) which wereoutstanding at the year-end for a period of more than six months from the date they becomepayable are as follows: -
|Name of the statute ||Nature of dues ||Period to which the amount relates ||Amount due (Rs.) ||Due date ||Date of payment |
|The Income Tax Act 1961 ||Tax Deducted at Source ||April to August 2020 ||1837760 ||Various Dates ||Not yet paid |
b) According to the information and explanations given to us there are no dues as on31st March 2021 of Income tax goods and services tax which have not beendeposited on account of any dispute.
viii. In our opinion and according to the information and explanations given to us Weare of the opinion that the Company has not defaulted in repayment of dues to financialinstitution bank or government during the year and the Company has not issued anydebentures.
ix. In our opinion and according to the information and explanation given to us theCompany has not raised money by way of initial public offer (IPO) or further public offer(including debt instruments) during the year. On the basis of our examination andaccording to the information and explanations given to us money raised by way of termloans have been applied for the purpose for which the loans were obtained.
x. During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of fraud by the company or any fraud on the company by its officers or employeesnoticed or reported during the year nor have we been informed of any such instance by themanagement.
xi. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofsection 197 read with Schedule V to the act.
xii. In our opinion the company is not a Nidhi Company. Therefore the provisions ofclause 3(xii) of the Order is not applicable to the Company.
xiii. According to the information and explanation given to us and based on ourexamination of the records of the Company transaction with the related parties is incompliance with section 177 and 188 of Companies Act 2013 where applicable and thedetails have been disclosed in the notes to financial statement as required by theapplicable accounting standards.
xiv. During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly paid convertible debentures and hence reportingunder clause 3(xiv) of the order is not applicable to the Company
xv. In our opinion and according to the information and explanations given by themanagement the company has not entered into any non-cash transactions with directors orpersons connected with them. Accordingly the provisions of clause 3(xv) of the Order isnot applicable to the company.
xvi. The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.
For Luharuka & Co. Chartered Accountants
Sd/- CA Monoranjan Chowdhury
Partner Membership. No. 054225