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Auditor Report of Trade Wings Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of M/S TRADE WINGS LIMITED which comprise the Balance Sheet as at3fr March, 2015, the statement of Profit and Loss Account, the Cash Flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting principles generally accepted in India including Accounting Standards specified under section 133 of the Companies Act, 2013("the Act"). This responsibility also includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in circumstances. An audit also includes evaluating the appropriateness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of Balance Sheet of the State of Affairs of the Company as at 3 Is'March 2015;

(b) In the case of Profit and Loss Account, of the Loss for the year ended on that date.

(c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Other Matter

We have not audited the financial statements of 22 branches & 02 divisions included in the financial statements of the Company, whose financial statements reflect total assets of Rs. 1988.37 lakhs and total revenues of Rs. 1441.34 lakhs for the year ended on that date, as considered in the financial siatements. The financial statements of these branches and divisions have been audited by other auditors.

Report on Other Legal and Regulatory Requirements

As required by "the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government of India m terms of sub~section( 11) of section 143 of the Companies Act, 2013 we give in the

Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

As required by Section 143(3) of the Act, we report that:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit; 6

(b) In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examination of those books; (proper reports adequate for the purpose of our audit have been received from branches and divisions not visited by us).

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the reports received from branches and Divisions not visited by us. ''

(d) In our opinion, the Balance Sheet, the Profit & Loss Account complies with the Accounting Standards specified under section 13 3 of the Compan ies Act, 2013.

(e) On the basis of written representations received from the directors as on March 31, 2015 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director m terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 2013.

(f) With respect to the other matters to be included in the 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 knowledge and belief and according the information and explanations given to us:

i) The company has disclosed the impact of pending litigations as at March 2015 on its financial positions in its financial statements.

ii) The company has made provision s as at 31st March, 2015 as required under the applicable

law or accounting standards, for material foreseeable tosses. If any, on long-term contracts including derivative contracts. "

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31,2015.

iv) Subject to guarantee and unsecured loans aggregating to Rs.555 lakhs given to other companies and partnership firms which are exceeding the limit prescribed under Section 186 of Companies Act 2013.

a) The Company is in the process of maintaining records, showing full particulars, including quantitative details and situation, of its fixed assets,

b) As explained to us, the fixed assets of the Company are physically verified by the Management during the year which, in our opinion is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no discrepancies were noticed on such verification.

2.

a) The Company's Management has physically verified the stock of foreign currencies/traveiers cheques at reasonable intervals. In our opinion, the frequency of verification is reasonable.

b) In our opinion, the procedures of physical verification of inventory of foreign currencies followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3. The company has granted interest bearing unsecured loans to a subsidiary company and a firm covered in registers maintained u/s 189 of Companies Act 2013, The company has taken interest bearing unsecured loans and advance from one Director covered in register maintained u/s 189 of Companies Act 2013.

a) No stipulation has been made with regards to repayment of loans given and taken, including receipt and payment of interest, hence we cannot comment on the repayments of the principal amounts.

b) No stipulation has been made with regards to repayment of loans given and taken, including receipt and payment of interest, hence we cannot comment on the amount overdue more than Rs. 1 lakh.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regards to purchase of fixed assets and with regards to sale of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

5. The company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75, and 76 of the Act and the rules framed there under to the extent notified. 6 7

6. in our opinion and according to the information and explanations given to us, the Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub- section (I) of Section 148 of the Act.

7. According to the information and explanations given to us, in respect of statutory dues:

a) The Company has generally been regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income- tax, sales-tax, wealth tax, customs duty, excise duty, cess and other material statutory dues applicable to it with the appropriate authorities.

b) There were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise Duty, Cess and other material statutory dues in arrears as at 31st March, 2015 for a period of more than six months from the date they became payable, except for followings payments in Travel Division:

ESIC - Rs. 15267/-, Service Tax - Rs.85464/- and TDS - Rs.24228/-.

c) As at 3 C March, 2015, the followings are the particulars of dues on account of Income-Tax, Sales Tax, Service Tax, Wealth Tax, Customs Duty', Excise Duty and Cess that has not been deposited on account of any dispute:

Nature of Statute Amount Iuvolved

Service Tax Rs.63.47 Lakhs (Net of amount paid)

income Tax (Various assessment Amount not ascertainableI years

d) Clause 7- (d) is not applicable to the Company.

8. The Company does not have any accumulated losses as at March 31, 2015 and has not incurred any cash losses in the financial year ended on that date and immediate preceding year.

9. According to the information and explanations given to us, we are of the opinion that the company is generally regular in making payment of installments (EMI) to bank, except in few cases. However, the same is paid.

10. According to the information and explanations given to us, the terms and conditions of the guarantee given by the company for loans taken by others, from banks or financial institutions during the year are not prejudicial to the interest of the company.

11. In our opinion, and according to the information and explanations given to us, the term loans (Self Liquidating Overdraft) during the year have been applied, on the overall basis, for the purposes for which they were obtained.

12. In our opinion and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed nor reported during the year, nor we have been informed of any such case by the management.

For SANTOSH SHAH & ASSOCIATES Chartered Accountants

Santosh A.Shah Partner Membership No. 46548 Firm Registration No. 121711W

Mumbai Date: 30,hMay, 2015




Mar 31, 2014

1. We have audited the accompanying financial statements of TRADE WINGS LTD. ("the Company"), which comprises the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow statement for the year ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. The Company''s management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting principles generally accepted in India including Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

5. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2014;

b) in the case of the Statement of Profit and Loss Account, of the Profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

6. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

7. As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books, (and proper returns adequate for the purpose of our audit have been received from branches and divisions not visited by us).

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from branches and divisions not visited by us.

d) in our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors as on March 31, 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956

Annexre to the Independent Auditors'' Report

1.

a) The Company is in the process of maintaining records showing full particulars, including quantitative details and situation, of its fixed assets.

b) As explained to us, the fixed assets of the Company are physically verified by the Management during the year, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no discrepancies were noticed on such verification.

c) During the year, in our opinion, a substantial part of fixed assets has not been disposed off by the Company.

2.

a) The Company''s Management has physically verified the stock of foreign currencies/travelers cheques at reasonable intervals. In our opinion, the frequency of verification is reasonable.

b) In our opinion, the procedures of physical verification of inventory of foreign currencies followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3. In respect of loans, secured or unsecured, granted or taken by the company to or from companies, firms or other parties covered by the register maintained under section 301 of the Companies Act, 1956, and according to the information and explanations given to us:

a) The company has granted unsecured loans to Companies and a firm. The maximum amount involved during the year and the year end balance of such loans aggregates to Rs.774.56 lacs and Rs. 194.00 lacs respectively.

b) The company has taken unsecured loans and advance from Director. The maximum amount involved during the year and the year end balance of such loan aggregates to Rs.146.93 lacs andRs.107.67 lacs respectively.

c) In our opinion and according to the information and explanations given to us, the rate of interest wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the Company

d) No stipulation has been made with regards to repayment of loans given and taken, including receipt and payment of interest, hence we cannot comment on the same.

e) No stipulation has been made with regards to repayment of loans given and taken, including receipt and payment of interest, hence we cannot comment on the overdue amount.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regards to purchase of fixed assets and with regards to sale of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

5. In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

a) The Particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

b) Where each of such transaction is in excess of Rs.5 lakhs in respect of any party, having regard to the explanations that some of items purchase, are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

7. In our opinion, the Company has an internal audit system, carried by the internal audit department of the company commensurate with the size and nature of its business at its travel and cargo division. The company has a system of concurrent audit for its money changing operations for which concurrent audit has been conducted as per the scope discussed with the management.

8. In our opinion and according to the information and explanations given to us. the Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act.

9. According to the information and explanations given to us, in respect of statutory dues:

a) The Company has generally been regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth tax, customs duty, excise duty, cess and other material statutory dues applicable to it with the appropriate authorities.

b) There were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise Duty, Cess and other material statutory dues in arrears as at 31st March, 2014 for a period of more than six months from the date they became payable.

c) As at 31st March, 2014, the followings are the particulars of dues on account of Income-Tax, Sales Tax, Service Tax, Wealth Tax, Customs Duty, Excise Duty and Cess that has not been deposited on account of any dispute:

Nature of Statute Amount Involved

Service Tax Rs.62.08 Lakhs (Net of amount paid)_

Income Tax (Various assessment years) Amount not ascertainable

10. The Company does not have any accumulated losses as at March 31, 2014 and has not incurred any cash losses in the financial year ended on that date and immediate preceding year.

11. According to the information and explanations given to us, we are of the opinion that the company is generally regular in making payment of installments (EMI) to bank, except in few cases. However, the same is paid.

12. According to the information and explanations given to us, and based on the documents and records produced to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company.

14. In our opinion, the company is not a dealer or trader in shares, securities, debentures and other investments. Therefore, the provision of clause 4(xiv) of the Order is not applicable.

15. According to the information and explanations given to us, The Company has given corporate guarantee of Rs. 10.00 lakhs for M/s.S.Rose & Co. Ltd. (Merged with M/s. Narayani Hospitality & Academic Institution Pvt. Ltd. Vide Court Scheme Petition No. 565 of 2013 and Company Summons for Direction No. 343 of 2013, dated 22/11/2013) to Saraswat Co-Op. Bank Ltd.

16. The company has received term loan (Self Liquidating Overdraft) during the year; the same has been duly approved by the Board of Directors. In our opinion and according to the information and explanation given to us, the term loans have been applied for the purposes for which they were obtained. Loan sanctioned and disbursed during the year is under process of creation of charge as explained by the management, hence the auditors has relied upon the same and shown under secured loan.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that no funds raised on short term basis have been used for long term investment by the company.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money by public issue during the year.

21. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported by the Management during the year.

For SANTOSH SHAII & ASSOCIATES (formely known as M/s.Yadav Pujara & Shah) Chartered Accountants

SANTOSH A. SIIAH Partner Membership No. 046548 Firm Registration No. 121711W Mumbai

Date: 28th May, 2014


Mar 31, 2013

Report on the Financial Statements

1 We have audited the accompanying financial statements of TRADE WINGS LTD. (the Company"), which comprises the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and Cash Flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information,

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the Accounting principles generally accepted in India including Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circinstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

5. in our opinion and to the best of our information and according to the explanations given to us, die financial statements give the information required by Ihe Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b) in the case of die Statement of Profit and Loss Account, of ihe Profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

6 As required by the Companies {Auditor''s Report) Order, 2003 ("the Order") issued by the Cental Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

1. As required by section 227(3 ) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books, (and proper returns adequate for the purpose of our audit have been received from branches and divisions not visited by us).

c) the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from branches and divisions not visited by us. .

d) in our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 195 6;

e) On the basis of written representations received from the directors as on March 3L 2013 and taken, on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

OtaAntd to in Paragraph 6 under ''Report on other legal aid Regulatory R.qiuremems of the ****** Audbrt* Report afM date to the member of Trade Wings Limits on tire finance! statements ftr the year ended March 31, 2013)

a) The Company is in the process of maintaining records showing full particulars, including quantitative details end situation, of its fixed assets.

b) As explained to us, the fixed assets of the Company are physically verified by the Management during the year, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no discrepancies were noticed on such verification.

c) During the year, in our opinion, a substantial part of fixed assets has not been disposed off by the Company.

a) The Management has physically verified the stock of foreign currencies/travelers cheques at reasonable intervals. In our opinion, the frequency of verification is reasonable.

b) In our opinion, the procedures of physical verification of inventory of foreign currencies followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material,

3. In respect of loans, secured or unsecured, granted or taken by the company to or from companies, firms or other parties covered by the register maintained under section 301 of the Companies Act, 1956, and according to the information and explanations given to us:

a) The company has granted unsecured loans to Companies and a firm. The maximum amount involved during the year and the year end balance of such loans aggregates to Rs.597.39 lacs and Rs.427.63 lacs respectively.

b). The company has taken unsecured loans and advance from Director, The maximum amount involved during the year and the year end balance of such loan aggregates to Rs.244.6Q lacs and Rs. 146.93 lacs respectively.

c) In our opinion and according to the information and explanations given to us, the rate of interest wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the Company

d) No stipulation has been made with regards to repayment of loans given and taken, including receipt and payment of interest, hence we cannot comment on the same.

e) No stipulation has been made with regards to repayment of loans given and taken, including receipt and payment of interest, hence we cannot comment on the overdue amount.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regards to purchase of fixed assets and with regards to sale of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

5. In respect of contracts or arrangements entered In the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

a) The Particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

b) Where each of such transaction is in excess of Rs.5 lakhs in respect of any party, having regard to the explanations that some of items purchase, are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market pri ces at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 53 AA of the Act and the rules framed there under.

7. In our opinion, the Company has an internal audit system, carried by the internal audit department of the company commensurate with the size and nature of its business at its travel and cargo division. The company has a system of concurrent audit for its money changing operations for which concurrent audit has been conducted as per the scope discussed with the management.

8. In our opinion and according to the information and explanations given to us, the Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (I) of Section 209 of the Act

9. According to the information and explanations given to us, in respect of statutory dues;

The Company has generally been regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income- tax, sales-tax, wealth tax, customs duty, excise duty, cess and other material statutory dues app] 1 cabl e to it w ith the appropriate authorities.

There were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise Duty, Cess and other material statutory dues in arrears as at 31ri March, 2013 for a period of more than six months from the date they became payable, except ESIC of Rs.35,897/- and Professional Tax Rs.28,301/- which is unpaid till the date of report and TDS Rs.25f496/- (since paid).

10. The Company does not have any accumulated Josses as at March 31, 2013 and has not incurred any cash losses in the financial year ended on that date and immediate preceding year.

11. According to the information and explanations given to us, we are of the opinion that the company is generally regular in making payment of installments (EMT) to bank, except in fw cases. However, me same is paid.

12. According to the information and explanations given to us, and based on the documents and records produced to us, the company has not granted loans and advances on the basis of security byway of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to th e Company.

14. In our opinion, the company is not a dealer or trader in shares, securities, debentures and other investments. Therefore, the provision of clause 4(xiv) of the Order is not applicable.

15. According to the information and explanations given to us, The Company has given corporate guarantee of Rs, 10.00 lakhs for M/s, S.Rose & Company Ltd. to Saraswat Co-Op. Bank Ltd.

16. The company lias received term loan (Self Liquidating Overdraft) during the year; the same has been duly approved by the Board of Directors. In our opinion and according to the information and explanation given to us, the term loans have been applied for the purposes for which they were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report mat no funds raised on short term basis have been used for long term investment by the company,

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money by public issue during the year.

21. In out opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported by the Management during the year.

For YADAV PWARA & SHAH

Chartered Accountants

SANTOS A. SHAH

Partner

Membership No. 046548

Firm Registration No. 121711W

Mumbai

Date: 05th August, 2013


Mar 31, 2010

1. We have audited the attached Balance Sheet of Trade Wings Limited (the company) as at 31st March 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto which we had signed under reference to this report. These financial statements are the responsibility of the management of the company. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted the audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2004, issued by the Central Government of India in terms of Section 227 (4A) of The Companies Act, 1956, (the Act), and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we set out in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 4 above, we report that:

a. We have obtained all information and explanations which, to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion, proper books of accounts as required by law have been kept by the company as far as appears from our examination of those books. The audited returns adequate for the purpose of our audit have been received from the branches of the company not visited by us;

c. The reports on the accounts of all the branches audited by other auditors have been forwarded to us and all these have been considered by us in preparing our report.

d. The Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

e. On the basis of written representations received from the Directors as on March 31, 2010, and taken on record by the Board of Directors of the company, none of the Directors is disqualified as on March 31, 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

f. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements, give in the prescribed manner, the information required by the Act, subject to our remarks in Para 5.1 below, give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the company as at March, 31st 2010;

(ii) in the case of the Profit and Loss Account, 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 on that date.

5.1 We report that:

(a) The provisions of section 295 of the Companies Act, 1956 has not been complied with in respect of guarantees given for financial assistance taken by others from bank. Necessary application in this regard is made to the Central Government (refer Note No. B (d) (v), (vi), of Schedule P).

ANNEXURE TO THE AUDITORS REPORT

(Referred to in Paragraph 3 of the Auditors Report of even date to the members of Trade Wings Limited on the financial statements for the year ended March 31, 2010)

1. a) The Company is in the process of maintaining records showing full particulars, including quantitative details and situation, of its fixed assets.

b) As explained to us, the fixed assets of the Company are physically verified by the Management during the year, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no discrepancies were noticed on such verification.

c) In our opinion and according to the information and explanations given to us, a substantial part of the fixed assets has not been disposed off by the Company during the year.

2. a) The Management has physically verified the stock of foreign currencies/travelers cheques at reasonable intervals. In our opinion, the frequency of verification is reasonable.

b) In our opinion, the procedures of physical verification of inventory of foreign currencies followed by the management are reasonable and adequate in relation to the size.of the company and the nature of its business.

c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3. In respect of loans, secured or unsecured, granted or taken by the company to or from companies, firms or other parties covered by the register maintained under section 301 of the Companies Act, 1956, and according to the information and explanations given to us:

a) The company has granted unsecured loans to companies and a firm. The maximum amount involved during the year and the year end balance of such loans aggregates to Rs.57.50 lacs and Rs.33.34 lacs respectively.

b) The company has taken unsecured loans and advance from Holding company, Subsidiary Companies, director, other companies and firms. The maximum amount involved during the year and the year end balance of such loans aggregates to Rs. 196.20 lacs and Rs.27.60 lacs respectively.

c) In our opinion and according to the information and explanations given to us, the rate of interest wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the Company

d) No stipulation has been made with regards to repayment of loans given and taken, including receipt and payment of interest, hence we cannot comment on the same.

e) No stipulation has been made with regards to repayment of loans given and taken, including receipt and payment of interest, hence we cannot comment on the overdue amount.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regards to purchase of fixed assets and with regards to sale of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

5. In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

a) The transactions that needed to be entered into the register have been so entered.

b) In our opinion and according to the information and explanations given to us, for purchase and sale of services made in pursuance of contracts or arrangements entered into the register in pursuance of Section 301 of the Act and exceeding the value of rupees five lacs in respect of each party during the year, no comparison of prices could be made available as these services are of special nature.

6. The Company has not accepted any deposits from the public within the meaning of Sections 58 A and 58AA of the Act and the rules framed there under.

7. In our opinion, the Company has an internal audit system, carried by the internal audit department of the company commensurate with the size and nature of its business at its travel and cargo division. The company has a system of concurrent audit for its money changing operations for which concurrent audit has been conducted as per the scope discussed with the management in terms of RBI guidelines.

8. In our opinion and according to the information and explanations given to us, the Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act.

9. a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities, except that the company had minor delay in making payments of ESIC of Rs. 6759/-, due to circumstances beyond the control of the company, at three branch only of one division.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other statutory dues as applicable were outstanding at the year end for a period of more than six months from the date they became payable.

10. The Company does not have any accumulated losses as at March 31, 2010 and has not incurred any cash losses in the financial year ended on that date. However, After considering the effects of remarks as stated in Note No. 4 (a) and 4 (b) - Schedule P, the company had incurred cash losses in the immediately preceding financial year.

11. According to the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to banks except for one installment of Rs. 95,000/- for the month of March payable to National Co-Operative Bank paid on 16th May, 2010.

12. According to the information and explanations given to us, and based on the documents and records produced to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company.

14. In our opinion, the company is not a dealer or trader in shares, securities, debentures and other investments. Therefore, the provision of clause 4(xiv) of the Order is not applicable.

15. The company has given guarantee for financial assistance taken by others from bank. Accordingly the approval of Central Government under section 295 of the Act is required, which has been applied for the same by the Company. (Refer Note No. B (d) (v), (vi), Schedule - P).

16. Further, the guarantee given in favor of M/s BATS Apparels for Rs. 25 lacs (Refer Note No. B (d) (VI)) is in dispute with the bank itself and hence, unless the outcome is decided, we cannot comment on the same.

17. The company has not received any term loan during the year; therefore the clause is not applicable to the company.

18. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that no funds raised on short term basis have been used for long term investment by the company.

19. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

20. The Company has not issued any debentures during the year.

21. The Company has not raised any money by public issue during the year.

22. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported by the Management during the year.

For YADAV PUJARA & SHAH Chartered Accountants

SANTOSH A SHAlL

Partner

Membership No. 046548

Firm Registration No. 121711W

Mumbai, 7th August, 2010.




Mar 31, 2004

1. We have audited the attached Balance Sheet of Trade Wings Limited (the company) as at 31st March 2004, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto which we had signed under reference to this report. These financial statements are the responsibility of the management of the company. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted the audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. The financial statements of the company for the year ended 31st March 2003 were audited by other independent accountant, whose report dated 5th September, 2003. express qualified opinion. Balances as on 1st April 2003 have been considered as opening balances for the purposes of preparing this accounts.

4. As required by the Companies (Auditors Report) Order, 2003 (the order), issued by the Central Government of India in terms of Section 227 (4 A) of The Companies Act, 1956, (the Act), and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we set out in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

5. Further to our comments in the Annexure referred to in paragraph 4 above, we report that:

a. We have obtained all information and explanations which, to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examination of those books. The audited returns adequate for the purpose of our audit have been received from the branches of the company not visited by us;

c. The reports on the accounts of all the branches audited by other auditors have been forwarded to us and all these have been considered by us in preparing our report.

d. The Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

e. In our opinion, except in respect of non compliance with Accounting Standard 13 relating to Investments, in so far as non provision for diminution in the value of the investments made by the company, and Accounting Standard 21 relating to compilation and disclosure of consolidated financial statements the Balance Sheet and Profit and Loss Account subject to comment in Para 6.1 and 6.2 below, comply with the applicable accounting standards referred to in section 211 (3C) of the Act;

f. On the basis of written representations received from the Directors as on March 31, 2004, and taken on record by the Board of Directors of the company, none of the Directors is disqualified as on March 31, 2004 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

g. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements, give in the prescribed manner, the information required by the Act, subject to our remarks in Para 6.1 and 6.2 below, give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the company as at March, 31 st 2004;

(ii) in the case of the Profit and Loss Account, of the Loss 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 on that date.

6.1 The company has investments in and granted loans to various companies (including subsidiary companies) whose net worth has eroded due to substantial losses. In the opinion of the management having regard to the long-term involvement in the subsidiary companies and business potential, no provision for diminution in value of such investments is considered necessary. We are however unable to express any opinion on the same. (Refer Note Nos. 19 & 20 Schedule P).

6.2 We further report that:

No provision has been made in accounts in respect of Sundry Debtors considered doubtful to the extent of Rs. 10,955,802/- and Advances considered doubtful to the extent of Rs. 10,936,656/- (Refer Note Nos. 7 a & b - Schedule P)

(a) The provisions of section 295 of the Companies Act, 1956 has not been complied with in respect of loans and guarantees given on behalf of a private limited company in which Directors were interested. Necessary application in this regard is yet to be made to the Central Government (refer Note No. 21 Schedule P.)

ANNEXURE TO THE AUDITORS REPORT

(Referred to in Paragraph 3 of the Auditors Report of even date to the members of Trade Wings Limited on the financial statements for the year ended March 31, 2004)

1.

a) The Company has maintained proper records showing full particulars, including quantitative details and situation, of most of its fixed assets.

b) As explained to us, the fixed assets of the Company are physically verified by the Management during the year, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no discrepancies were noticed on such verification.

c) In our opinion and according to the information and explanations given to us, a substantial part of the fixed assets has not been disposed off by the Company during the year.

2. (a) The inventory of foreign currencies have been physically verified by the management during the year. In our opinion the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory of foreign currencies followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3. In respect of loans, secured or unsecured, granted or taken by the company to or from companies, firms or other parties covered by the register maintained under section 301 of the Companies Act, 1956, and according to the information and explanations given to us:

a) The company has granted unsecured loans to its subsidiary companies and other companies and a firm. As at the year end, the outstanding balances of such loans given during the year aggregated Rs. 160.45 lacs.

b) The company has taken unsecured loans from parties. As at the year end, the outstanding balances of such loans taken during the year aggregated Rs. 887.27 lacs.

c) In our opinion and according to the information and explanations given to us, the rate of interest wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the Company

d) In respect of loans granted by the Company to subsidiary and other companies are interest free and are repayable on demand.

e) There is no overdue amount in respect of Loans taken by the company. The same are repayable on demand.

4. In our opinion and according to the information and explanation given to us the internal control procedures for purchase of goods are generally adequate and commensurate with the size and nature of business. It however needs to be improved/ strengthened in respect of some of the activities of the company including cash and bank transactions. The internal control procedure, for sale of goods and services are in the process of being suitably modified and strengthened, so as to be fully adequate and commensurate with the size and nature of business.

5. In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

a) The transactions that needed to be entered into the register have been so entered.

b) Where each of such transactions (excluding loans reported under paragraph 3 above) is in excess of Rs. 5 lacs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

7. The Company does not have any formal internal audit system.

8. In our opinion and according to the information and explanations given to us, the Central Government of India, has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act

9.

a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other statutory dues as applicable were outstanding at the year end for a period of more than six months from the date they became payable.

10. The company do not have accumulated losses as at 31st March, 2004. The company has incurred cash losses during the financial year covered by our report and in the financial year immediately preceding financial year. The opinion on the matters specified in the clause has been arrived at after considering the effect of the remarks as stated in Note Nos 7(a) and 7(b) - Schedule P. The effect of the qualification unquantified as stated in Note No 19 and 20 - Schedule - P has not been taken into consideration for the purpose of making comments in respect of this clause.

11. According to the information and explanations given to us, we are of the opinion that the company ha not defaulted in repayment of dues to banks.

12. According to the information and explanations given to us, and based on the documents and records produced to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company.

14. In our opinion, the company is not a dealer or trader in shares, securities, debentures and other investments. Therefore, the provision of clause 4(xiv) of the Order are not applicable.

15. The company has given guarantee for financial assistance taken by Digi Control Northern Pvt. Ltd., from bank. Accordingly the approval of Central Government under section 295 of the Act is required. (Refer Note No.21 Schedule - P).

16. The Company has not taken any term loans during the current year.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company. In our opinion, short term funds have been deployed for long term purposes to the extent of Rs. 170.44 lacs as at 31st March, 2004. No short term funds have been used for long term purpose.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money by public issue during the year.

21. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported by the Management during the year.

SANTOSH A. SHAH Chartered Accountant Membership No. 46548

Mumbai, 1st September, 2004.


Mar 31, 2002

We have audited the attached Balance Sheet of Trade Wings Limited as at 31st March 2002 and also the Profit & Loss Account of the Company for the year ended on that date annexed thereto and in which are incorporated the Branches, which have been audited by the other auditors. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our in accordance with auditing standards generally accepted in India. Those Standards require that auditors plan and perform the audit to obtain reasonable assurance about whether financial statements are free of material misstatement. An audit includes examining, on a test basis evidence supporting the amounts and disclosures -in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

Subject to our comments referred to above, we report that:

1. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit:

2. In our opinion the company has kept proper books of account as required by law so far as appears from our examination of the books except that in respect of the non-operational branch at Calcutta, the audited accounts/returns for year under consideration were not available. The necessary adjustments, if any, to the assets and liabilities of the said branch will be made on receipt of the returns (refer Note No. 23 - Schedule 0) The audited returns adequate for the purpose of our audit have been received from the branches of the Company not visited by us;

3. The reports on the accounts of all the branches audited by other auditors have been forwarded to us and all these have been considered by us in preparing our report;

4. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account and audited returns;

5. In our opinion, except in respect of non-compliance with Accounting Standard 13 relating to Investments, in so far as non provision for diminution in the value of the Investments made by the Company; the Balance Sheet and Profit and Loss Account subject to comment in Para 6 below, comply with the requirement of the accounting standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

6. On the basis of our review of the confirmations received from the directors and from the companies in which the directors of the Company are directors and the information and explanations given to us, none of the directors of the company are prima facie disqualified as at 31st March, 2002 from being appointed as directors of the company under clause (g) of sub section (1) of Section 274 of the Act

7. The company has investments in and granted loans to various companies (including subsidiary companies) whose net worth has eroded due to substantial losses. In the opinion of the management having regard to the long-term involvement in the subsidiary companies and business potential, no provision for diminution in value of such investments is considered necessary. We are however unable to express any opinion on the same. (Refer Note Nos. 20 & 21-Schedule O).

8. We further report that:

(a) No provision has been made in accounts in respect of Sundry Debtors considered doubtful to the extent of Rs. 1,17,28,045/- and Advances considered doubtful to the extent of Rs. 84,96,665/- (Refer Note Nos. 8(a) & 8(b) - Schedule O)

(b) The provisions of section 295 of the Companies Act, 1956 has not been complied with in respect of loans and guarantees given on behalf of a private limited company in which Directors were interested. Necessary application in this regard is yet to be made to the Central Government (refer Note No. 22- Schedule O)

9. Subject to Para 7 and 8, in our opinion and to the best of our information and according to the explanations given to us, and read with the notes on Balance Sheet and the Profit and Loss Account, give the information required by the Companies Act 1956, in a manner so required and give a true and fair view:

(a) In the case of Balance Sheet of the state of affairs of the Company as at 31st March,2002 and

(b) In the case of Profit and Loss Account of the Profit the year ended on that date.

10. As required by the Manufacturing and other Companies (Auditors report) Order. 1988 issued by the Central Government in the terms of section 227(4A) of the Companies Act. 1956 we further report that:

(i) The Company has generally maintained proper records to show full particulars including quantitative details and situation of fixed assets. The management during the year has physically verified most of the fixed assets. According to the information and explanation given to us, there is a regular program of verification which in our opinion is reasonable having regard to the size of the company and the nature of the assets No material discrepancies have been noticed on such verification and the same has been properly dealt with in the books of

(ii) None of the fixed assets has been revalued during the year.

(iii) The management at reasonable intervals has physically verified the stocks of foreign currencies of the Full Fledged Money changing division.

(iv) The procedure followed by the management for physical verification of stock of foreign currencies is, in our opinion reasonable and adequate in relation to the size of the Company and the nature of its business.

(v) The discrepancies noticed on physical verification of stocks as compared to the book records were not material and have been properly dealt with in the books of account

(vi) On the basis of our examination of the stock records, we are of the opinion that the valuation of the stocks of foreign currency is fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year.

(vii) The Company has taken unsecured loans from Appease Investment and Finance Ltd., the Holding Company and also from Companies and other parties listed in the register maintained under section 301 of the Companies Act, 1956 for which no terms and conditions have been specified for repayments. The rate of interest of these loans, in our opinion, is not prima facie prejudicial to the interest of the Company. We have been informed that there are no companies under the same management as defined under section 370 (1-B) of the Companies Act, 1956.

(viii) The Company has granted unsecured loans to subsidiary companies amounting to Rs.20,17,698/- as also to Companies and other parties as listed in the register maintained under section 301 of the Companies Act, 1956 for which no repayment terms have been specified. Reference in this connection is invited to Note No.20 of Schedule O. The rate of interest, wherever applicable, in our opinion is not prima-facie prejudicial to the interest of the Company. We have been informed that there are no companies under the same management as defined under section 370(1-B) of the Companies Act, 1956.

(ix) The employees (except few) and the parties to whom loans or advances in nature of loans have been granted are generally repaying the principal amounts as stipulated and are generally regular in payment of interest wherever applicable In respect of the employees who have left the services, the company is taking steps for recovery of the principal amount and interest. In respect of loans granted to other parties, no repayment schedule has been stipulated. Interest on loans wherever applicable has been recovered as agreed with the management. Reference in this connection is invited to Note No.8 (b) and 21 of Schedule O.

(x) In our opinion and according to the information and explanation given to us the internal control procedures for purchase of goods are generally adequate and commensurate with the size and nature of business. It however needs to be improved/ strengthened in respect of some of the activities of the company including cash and bank transactions The internal control procedure, for sale of goods and services are in the process of being suitably modified and strengthened, so as to be fully adequate ana commensurate with the size and nature of business.

(xi) Transaction of purchase and sale of goods, materials and services made in pursuance of contracts of arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and aggregating during the year to Rs 50,000/- or more in respect of each party have been made at prices which are reasonable having regard to prevailing market prices of such goods, materials or services, where such market prices are available with the Company or at prices at which transactions for similar goods or services have been made with other parties.

(xii) The Company has not accepted any deposits from the public within the meaning of provision of Section 58A of the Companies Act, 1956 and the rules framed thereunder

(xiii) The Company does not have any formal internal audit system.

(xiv) As per the information and explanation given to us, the Company has generally been regular in depositing the Provident Fund and Employees State Insurance dues with appropriate authorities during the year under review.

(xv) According to the information and explanations given to us, payments in respect of Income Tax Deducted at Source aggregating to Rs.35,093/- were outstanding on the date of Balance Sheet for a period of more than six months from the date they become payable.

(xvi) According to the information and explanation given to us, the records examined by us, no personal expehses have been charged to Revenue Account, other than those payable under contractual obligations and/or in accordance with generally accepted business practices.

(xvii) The Company is not a Sick Industrial Company within the meaning of clause (o) of sub section (3) of the Sick Industrial Companies (Special Provision) Act, 1985.

(xviii) The nature of the Companys operation is such that the question of recording receipts and issues and consumption of materials, stores and allocation of materials consumed to and the man-hours consumed to the relative jobs does not arise.

(xix) In our opinion and according to information and explanation given to us there is a reasonable system of authorisation at proper levels.

(xx) The Company does not carry on any manufacturing activities. In this context in our opinion provision of items (xii), (xiv), (xvi) of paragraph 4A and (iv) of paragraph 4B of the Order are not applicable to the company.

For KARNIK&KULKARNI Chartered Accountants

A.B. KARNIK Partner.

Dombivli. Dated: 30th September, 2002.


Mar 31, 2000

We have audited the attached Balance sheet of Trade Wings Limited as at 31st March 2000 and the Profit and Loss Account of the company for the year ended on that date annexed thereto and in which are incorporated the accounts of the Branches, which have been audited by other Auditors report that:

1. We have obtained all the information and explanation which to the best of our knowledge and belief were necessary for the purpose of our Audit;

2. In our opinion, proper Books of Accounts as required by law have been kept by the Company so far as appears from our examination of the books except that in respect of the non- operational branch at Calcutta, the audited accounts/returns for the year under consideration were not available. The necessary adjustments, if any to the assets and liabilities of the said branch will be made on receipt of the returns (refer note 23- Schedule O).

3. The reports on the accounts of all the Branches audited by other Auditors have been forwarded to us and all these have been considered by us in preparing our report;

4. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of accounts;

5. In our opinion the Balance Sheet and Profit and Loss account subject to comments in para 6(b) below comply with the requirement of accounting standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

6. (a) While consolidation of the branch accounts, the Company has reversed the bad debts amounting to Rs. 2,180,597/- written off by the branches. In the absence of any evidence for considering such debts as recoverable, we are unable to express any opinion on recoverability of such debts. (Refer Note no. 8 (a) (iii)- Schedule O)

(b) The company has investments in and granted loans to various companies (including subsidiary companies) whose net worth has eroded due to substantial losses. In the opinion of the management having regard to the long term involvement in the

subsidiary companies and business potential, no provision for diminution in value of such investments is considered necessary. We are however unable to express any opinion on the same. (Refer Note 20 & 21- Schedule O)

7. We further report that:

(a) No provision has been made in accounts in respect of Sundry Debtors considered doubtful to the extent of Rs. 16,346,067/- and Advances considered doubtful to the extent of Rs. 10,277,239/- (Refer note no. 8(a) & 8(b) - Schedule O) and

(b) The provisions of section 295 of the Companies Act, 1956 has not been complied with in respect of loans and guarantees given on behalf of a private limited company in which Directors are interested. Necessary application in this regard is yet to be made to the Central Government (refer note no 22- Schedule O),

8. Subject to para 6 and 7, in our opinion and to the best of information and explanation given to us, the Balance Sheet and the Profit and Loss Account, give the information required by the Companies Act 1956, in a manner so required and give a true and fair view of:

a) in the case of Balance Sheet of the state of affairs of the Company as at 31st March, 2000 and

b) In the case of Profit and Loss Account of the Profit for the year ended on that date.

9. As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the Central Government in terms of section 227 (4A) of the Companies Act, 1956 we further report that:

a. The Company has generally maintained proper records to show full particulars including quantitative details and situation of fixed assets. Most of the fixed assets have been physically verified by the management during the year. According to the information and explanation given to us, there is a regular program of verification which in our opinion is reasonable having regard to the size of the company and the nature of the assets. No material discrepancies have been noticed on such verification and the same has been properly dealt with in the books of account.

b. The fixed assets have not been revalued during the year.

c. The stock of foreign currencies of the Full Fledged Money changing division have been physically verified by the management at reasonable intervals.

d. The procedure followed by the management for physical verification of stock of foreign currencies are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

e. The discrepancies noticed on physical verification of stocks as compared to the book records were not material and have been properly dealt with in the books of accounts.

f On the basis of our examination of the stock records, we are of the opinion that the valuation of the stock of currencies is fair and proper and in accordance with the normally accepted: accounting principles and are on the same basis as in the preceding year.

g. The Company has taken unsecured loans from Appease Investment and Finance Ltd., the Holding Company and also from Companies and other parties as listed in the register maintained under section 301 of the Companies Act, 1956 for which no terms and conditions have been specified. The rate of interest of these loans, in our opinion, is not prima facie prejudicial to the interest of the Company. We have been informed that there are no companies under the same management as defined under section 370(1-B) of the Companies Act, 1956.

h. The Company has granted unsecured loans to subsidiary companies amounting to Rs. 11 lacs as also to Companies and other parties as listed in the register maintained under section 301 of the Companies Act, 1956 for which no repayment terms have been specified. Reference in this connection is invited to note no. 20 of Schedule O. The rate of interest, wherever applicable, in our opinion is not prima-facie prejudicial to the interest of the Company. We have been informed that there are no companies under the same management as defined under section 370(1-B) of the Companies Act, 1956.

i The employees (except few) and the parties to whom loans or advances in nature of loans have been granted are generally repaying the principal amounts as stipulated and are also regular in payment of interest wherever applicable. In respect of the employees who have left the services, steps are being taken by the company for recovery of the principal amount and interest.

In respect of loans granted to other parties, no repayment schedule has been stipulated. Interest on loans whereever applicable have been recovered as agreed with the management. Reference in this connection is invited to note no.8(b) and 21 of Schedule O.

j. In our opinion and according to the information and explanation given to us the internal control procedures for purchase of goods are generally adequate and commensurate with the size and nature of business. It however needs to be improved/ strengthened in respect of some

of the activities of the company including cash and bank transactions. The internal control procedure, for sale of goods and services are in the process of being suitably modified and strengthened, so as to be fully adequate and commensurate with the size and nature of business.

k. Transaction of purchase and sale of goods, materials and services made in pursuance of contracts of arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and aggregating during the year to Rs. 50000/- or more in respect of each party have been made at prices which are reasonable having regard to prevailing market prices of such goods, materials or services, where such market prices are available with the Company or at prices at which transactions for similar goods or services have been made with other parties.

l. The Company has not accepted any deposits from the public within the meaning of the provision of section 58A of the Companies Act, 1956 and rules framed thereunder.

m. The operations of the Company do not generate any by-products or scrap.

n. The Company does not have any formal internal audit system.

o. The maintenance of cost records has not been prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 for the year under review.

p. As per the information and explanation given to us, the Company has generally been regular in depositing the Provident Fund and Employees State Insurance dues with appropriate authorities during the year under review.

q. According to the information and explanations given to us, except Tax Deducted at Source aggregating to Rs.8972/- no undisputed income-tax, wealth tax, sales tax, custom duty and excise duty were outstanding on the date of Balance Sheet for a period of more than six months from the date they become payable.

r. According to the information and explanation given to us and the record examined by us no personal expense have been charged to revenue account, other than those payable under contractual obligations or in accordance with generally accepted business practices.

s. The Company is not a sick Industrial Company within the meaning of clause (o) of sub section (1) of section (3) of the Sick Industrial Companies (special provision) Act, 1985.

t. The service activities of the Company are such that the question of recording the receipts, issues and consumption of material and stores and allocation of material and man hours consumed to the relative jobs does not arise. Consequently the authorization and control on the issue of stores and allocation of stores and labour is not applicable.

For N.A.Shah Associates Chartered Accountants

Sandeep Shah Partner

Place: Mumbai Dated: 28 NOV 2000

 
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