The Members of
Twin Roses Trades & Agencies Limited
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
We have audited the accompanying Financial Statements of Twin Roses Trades &Agencies Limited ("the Company") which comprise the Balance sheet as at March31 2019 the Statement of Profit and Loss including the Statement of other ComprehensiveIncome the cash flow statement and the statement of Changes in Equity for the year thenended and notes to the financial statement including a summary of significant accountingpolicies and other explanatory information.
In our opinion and to the best of our information and according to the explanationgiven to us the aforesaid Financial Statement give the information required by theCompanies Act2013 as amended ('the Act") in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India ofthe state of affairs of the Company as at March 31 2019 its profit including othercomprehensive income its cash flows and the changes in equity for the year ended on thatdate.
BASIS FOR OPINION
We conducted our audit of the Financial Statements in accordance with the Standard onAuditing (SAs) as specified under section 143(10) of the Act. Our responsibilities underthose Standards are further described in the 'Auditor's Responsibilities for the Audit ofthe Financial 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 requirement that are relevant to our audit of thefinancial statement under the provisions of the Act and the Rules thereunder and we havefulfilled our other ethical responsibilities in accordance with these requirements and theCode of Ethics. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Financial Statements.
KEY AUDIT MATTERS
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the Financial Statement for the financial year ended March31 2019 These matters were addressed in the context of our audit of the FinancialStatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters.
We have fulfilled the responsibilities described in the Auditor's responsibilities forthe audit of the Financial Statements section of our report Accordingly our auditincluded the performance of procedures designed to respond to our assessment of the risksof material misstatement of the Financial Statements The results of our audit proceduresincluding the procedures performed provide the basis for our audit opinion on theaccompanying Financial Statements
INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR'S REPORT THEREON
Our opinion on the Financial Statements does not cover the other information and we donot express any form of assurance conclusion thereon.
In connection with our audit of the Financial Statements our responsibility is to readthe other Information and in doing so consider whether such other Information ismaterially 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.
RESPONSIBILITIES OF MANAGEMENT FOR THE FINANCIAL 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 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 Indian AccountingStandards (Ind AS) specified under section 133 of the Act read with the Companies (IndianAccounting Standards) Rules 2015 as amended. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding of the assets of the Company and preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and the design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the Financial Statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.
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.
Those Board of Directors are also responsible for overseeing the Company's financialreporting process.
AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
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 Act. 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 reasonablenessof accounting estimates and related disclosures made by management a material uncertaintyexists we are required to draw attention in our auditor's report to the relateddisclosures in the financial statements or if such disclosures are inadequate to modifyour opinion 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 FinancialStatements including the disclosures and whether the Financial Statements represent theunderlying transactions 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.
From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the Financial Statements for thefinancial year ended March 31 2019 and are therefore the key audit matters. We describethese matters in our auditor's report unless law or regulation precludes public disclosureabout the matter or when in extremely rare circumstances we determine that a mattershould not be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits of suchcommunication.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1. 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 Act we give in the "Annexure 1" a statement on the matters specified inparagraphs 3 and 4 of the Order;
2. 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) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;
(c) The Balance Sheet the Statement of Profit and Loss including the Statement ofOther Comprehensive Income the Cash Flow Statement and Statement of Changes in Equitydealt with by this Report are in agreement with the boohs of account;
(d) In our opinion the aforesaid Financial Statements comply with the AccountingStandards specified under Section 133 of the Act read with Companies (Indian AccountingStandards) Rules 2015 as amended;
(e) On the basis of the written representations received from the directors as on March31 2019 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2019 from being appointed as a director in terms of Section 164 (2) of theAct;
(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company with reference to these Financial Statements and the operatingeffectiveness of such controls refer to our separate Report in "Annexure 2" tothis report;
(g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules. 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:
i) The company does not have any pending litigations which would impact on its Ind Asfinancial position in its financial statements.
ii) The company did not have any long-term contract including derivative contracts forwhich there were any material foreseeable losses.
iii) There were no amounts which were required to be transferred to the investor'seducation and protection fund by the company.
For PRITI V. MEHTA & COMPANY.
Firm Registration. No. 129568W
"ANNEXURE "1" to the Independent Auditors' Report on the FinancialStatements of Twin Roses
Trades & Agencies Limited.
(Referred to in Paragraph 1 under the heading of Report on Other Legal andRegulatory Requirements' of our report of even date)
1. In respect of Fixed Assets :
a) The Company has maintained proper records showing full particulars Includingquantitative details and situation of fixed assets.
b) As per the information and explanations given to us Fixed Assets were Physicallyverified during the year by the management as per its programme. The frequency ofverification is
Reasonable and no material discrepancies have been noticed on such verification.
c) Since the Company does not have immovable property the provision of clause 3 (i)(c) are not applicable.
2. Since the Company does not have any inventories during the year accordingly underreport the provisions of clause (ii) of paragraph 3 of the Order are not applicable tothe Company.
3. As per information and explanation given to us and on the basis of our examinationof the books of account the Company has not granted any loans to companies firmsLimited Liability Partnership or others parties covered in the register maintained undersection 189 of the Companies Act 2013. Accordingly the provisions of clause 3(iii)(a) to(c) of the order are not applicable to company.
4 In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Sections 185 and 186 of the Companies Act2013 in respect of grant of loans making investments and providing guarantees andsecurities.
5 The Company has not accepted any deposits within the meaning of Sections 73 to 76 ofthe Act and the Companies (Acceptance of Deposits) Rules 2014 (as amended). Accordinglythe provisions of clause 3(v) of the Order are not applicable to the Company.
6 In our opinion and according to the information and explanations given to us theCompanies (Cost Records and Audit) Rules 2014 specified by the Central Government underSection 148 of the Companies Act 2013 are not applicable to the Company.
7 In respect of Statutory Dues :
(a) According to the records of the Company the Company is by and large regular indepositing with appropriate authorities undisputed statutory dues including providentfund employees' state insurance .income tax sales tax. Goods & service tax duty ofcustoms duty of excise value added tax cess and any other statutory dues whereverapplicable with the appropriate authorities According to the information and explanationsgiven to us no undisputed amounts payable in respect statutory dues were outstanding asat 31s1 March. 2019 for a period of more than six months from the date theybecame payable.
(b) According to the information and explanations provided to us no undisputed amountspayable in respect of Provident fund Employees' State Insurance Income-tax Sales TaxGoods and Service tax Service tax Duty of custom Duty of excise Value added tax Cessand Other Statutory Dues were outstanding at the year end for a period of more than sixmonths from the date they became payable.
8 According to the records examined by us and on the information and explanations givenby the management the Company was not having any loans or borrowings from financialInstitutions banks government or by way of debentures during the year. Therefore theprovisions of clause viii of the Companies (Audit Report) Order 2016 are not applicable.
9. Since the Company has not raised any monies by way of debt instruments and termsloans the provision of Clause(ix) of Paragraph 3 of the order are not applicable to theCompany.
10 In our opinion and according to the information and explanation given to us nomaterial fraud by the Company or on the Company by it's officer or employees has beennoticed or reported during the year.
11. In our opinion and according to the information and explanations given to us thecompany had not paid any managerial remuneration during the year covered by audit. Hencereporting under clause 3(xi) of the Order is not applicable for the Company.
12. The company is not a Nidhi Company and hence reporting under clause (xii) ofParagraph 3 of the Order is not applicable.
13. In our opinion and according to the information and explanations given to us theCompany's transaction with its related party are in compliance with Section 177 and 188 ofthe Companies Act 2103 where applicable and details of related party transactions havebeen disclosed in the financial statements etc.as required by the accounting standards.
14. The company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review. Hence clause 3(xiv) of the Company's (Auditor's Report) Order 2016 is not applicable.
15. According to the information and explanations provided by the management theCompany has not entered into any non-cash transactions with directors or persons connectedwith him as referred to in section 192 of Companies Act 2013.
16. In our opinion and according to the information and explanations given to us theCompany is not required to be registered under section 45-IA of Reserve Bank of India Act1934.
For PRITI V. MEHTA & COMPANY.
Firm Registration. No. 129568W
Membership. No. : 130514
PLACE : MUMBAI
DATED : 28.05 2019
ANNEXURE "2" TO THE INDEPENDENT AUDITORS REPORT
Referred to in paragraph 2(f) of our Report of even date to the Members of TWINROSES TRADES & AGENCIES LIMITED for the year ended 31st March 2019.
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 TWINROSES TRADES & AGENCIES LIMITED as of 31st March 2019 in conjunction with ouraudit of the 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.
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 JPertain 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 31st March 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 PRITI V. MEHTA & COMPANY.
Firm Registration. No 129568W
Membership. No. : 130514
PLACE : MUMBAI
DATED : 28.05 2019