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Directors Report of Trade Wings Ltd.

Mar 31, 2017

To,

The Members,

Trade Wings Limited

The Directors have pleasure in presenting the Sixty-Seventh Annual Report of the Company and the Audited Financial Statements for the financial year ended March 31, 2017. 1. Financial summary or highlights/Performance of the Company.

The financial highlights of the Company are given below. Kindly refer the financial statements forming part of this report for detailed financial information:

(Amount in Rs.)

Particulars

2016-17

2015-16

Total Income

20,10,28,366

18,33,63,357

Total Expenditure

19,67,55,127

17,97,93,278

Profit/ (Loss) before Taxation

42,73,239

35,70,079

Less: Provision for Taxation

8,35,92/

(14,77,143)

Net Profit/(Loss) after taxation

34,37,312

50,47,222

Balance carried forward to Balance Sheet

34,37,312

50,47,222

2. Brief description of the Company’s working during the year/State of Company s affair:

During the year under review your Company has achieved a turnover of RS 17 94 07 268/- as compared to turnover of Rs. 16,79,07,358/- in previous year registering increase in turnover by 6.85%. The total expenses of the Company during the reporting period have increased to Rs. 19,67,55,127/- from Rs. 17,97 93,278/- m the previous year. The Bad Debts and other expenditure are the major contributor to increase in expenses. During the year under review, the net profit before tax is Rs. 42,73,239/- as compared to profit before tax of Rs. 35,70,079/- during the previous year registering a growth of 19.70%.

The Company is running on the path of progress and profitability with expansion of its branch networks. During the year under review, the number of Branches of the Company increased from 33 to 37. Your Directors assure to keep the growth momentum in coming years and strive for bright future for your Company.

3. Change in the nature of business, if any:

The Company is engaged in the business of travel and travel related services and also doing Cargo business. There was no change in nature of business activity during the year.

4. Dividend:

In order to sustain growth and execute future plans, your Directors wish to conserve the cash resources. Therefore they do not recommend any dividend on the Equity Shares for the year under review.

5. Reserves:

The Company’s total Reserves are Rs. 4,09,68,292/- for the year under review as compared to Rs. 3,76,92,177/- for the previous year.

6. Directors & Key Managerial Persons:

Mr. Siddhanth Nimbalkar (PAN: ARFPN2149H), Company Secretary, KMP & Compliance Officer of the Company, has tendered his resignation from the said position w.e.f. February 1, 2017. Thereafter on the recommendation of Nomination and Remuneration Committee, the Board of Directors in their meeting held on February 6, 2017 appointed Mrs. Zurica Kevin Pinto (PAN:APGPC8935F) as the Company Secretary, KMP and Compliance Officer of the Company with immediate effect to fill the said vacancy.

Further, Mr. Rajan Dani (DIN: 00221927), Independent Director of the Company, has tendered his resignation w.e.f. August 31, 2016 due to his pre-occupation.

In accordance with the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Jacinta Nayagam (DIN: 07557797), Non-Executive Director of the Company, retires at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment pursuant to provision of Section 152 of the Companies Act, 2013.

The Company has received declarations u/s 149(7) of the Companies Act, 2013 from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under the Companies Act, 2013 and in the opinion of the Board of Directors, all the Independent Directors fulfill the criteria of independence as provided under the Act and Rules made there under and that they are independent of the management.

The Company has a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the Non-executive Directors and Executive Directors.

The Board and its Committees evaluations involved questionnaire-driven discussions that covered a number of key areas/evaluation criteria inter alia the roles and responsibilities, size and composition of the Board and its Committees, dynamics of the Board and its Committees and the relationship between the Board and the Management. The results of the reviews were discussed by the Board as a whole. Feedback was also sought on the contributions of individual Directors. Independent Directors, at their Meeting, conducted the performance review of the Chairman, Non-Independent Directors and the Board as a whole in respect of the financial year under review.

Formal Annual Evaluation was made in compliance with all the applicable provisions of the Act. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

The following policies of the Company are attached herewith marked as Annexure - 1:

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

None of the Directors are related with each other or Key Managerial Personnel (inter-se).

As on March 31, 2017, following persons are designated as Key Managerial Personnel (KMP):

a. Dr. Shailendra Mittal, Chairman and Managing Director

b. Mr. Vishwanathan Nair, Chief Financial Officer (CFO)

c. Mrs. Zurica Pinto, Compliance Officer & Company Secretary

During the year, Ms. Beena Barot has been paid Professional fees, as approved by the Shareholders. Other than that no other non-executive Directors of the Company had any pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

Further, brief resume of the Directors proposed to be appointed/ re-appointed, relevant information, nature of their expertise in specific functional areas, names of the Companies in which they hold Directorships and the Memberships/ Chairmanships of Committees of the Board and their shareholding in the Company, as stipulated under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards -2 have been furnished separately in the Notice convening the 67th Annual General Meeting read with the Annexure thereto forming part of this Report.

7. Details of Subsidiary/Joint Ventures/Associate Companies:

The Company currently has one Wholly Owned Subsidiary Company viz. Trade Wings Hotels Limited.

Trade Wings Hotels Limited recorded a total income of Rs. 26,52,50,204/- during the financial year 2016-17. The Profit after tax stood at Rs.9,56,280 /- for the financial year ended March 31, 2017.

The Company did not have any Joint Venture or Associate Company during the year under review.

In accordance with the Companies Act, 2013 and applicable accounting standard, the audited Consolidated Financial Statements of the Company are provided and form part of the Annual Report. Further, pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, Consolidated Financial Statements along with relevant documents, and separate audited accounts in respect of Subsidiaries, are available on the website of the Company.

Pursuant to the requirements of Regulation 34 (3) read with Schedule V of the SEB1 (Listing Obligations and Disclosure Requirements), Regulations, 2015, the details of Loans/Advances made to and investments made in the subsidiary have been furnished in Notes forming part of the Accounts.

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The Company has devised appropriate systems and framework for adequate internal financial controls with reference to financial statements commensurate with the size, scale and complexity of its operations including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audit framework, risk management framework and whistle blower mechanism.

The Audit Committee regularly reviews the internal control system to ensure that it remains effective and aligned with the business requirements. In case, weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls.

During the year under review, controls were tested and no reportable material weaknesses in design and operations were observed. The Auditors also report in their Report on adequacy of internal financial control.

9. Auditors and Audit Reports:

A) Statutory Auditors:

M/s. Santosh Shah & Associates, Chartered Accountants (Firm Registration No. 121711W), the Statutory Auditors of the Company, hold office till the conclusion of the 67th Annual General Meeting of the Company. Based on the recommendation of the Audit Committee, the Board has recommended the appointment of M/s. HAM & Co., Chartered Accountants (Firm Registration No. 136368W), as the Statutory Auditors of the Company in their place, for a term of five consecutive years, from the conclusion of the 67th Annual General Meeting of the Company scheduled to be held in the year 2017 till the conclusion of the 72nd Annual General Meeting to be held in the year 2022, for approval of shareholders of the Company,

Members are requested to approve the said appointment and fix their remuneration.

There are no qualifications, reservation or adverse remark or disclaimer made by the Auditor in their report and therefore, there are no further explanations to be provided for in this Report.

B) Branch Auditors:

The Company has its branches in more than 30 cities in India. The Members, in the Annual General Meeting of the Company held on September 30, 2016 had authorized the Board of Directors to appoint Branch Auditors and to fix their remuneration. Pursuant to the provisions of Section 143(8) of the Companies Act, 2013, the Board of Directors had appointed Auditors for the purpose of Branch audit.

M./s. Ramesh P. Kunder & Co., Chartered Accountants, Mumbai (Firm Registration No.116218W), M./s. V.V. Khare & Co., Chartered Accountants, Mumbai (Firm Registration No. 105110W), M/s. M. A. Shah & Co., Chartered Accountants, Mumbai (Firm Registration No. 112630W) and M/s. H. P. Goel & Co., Chartered Accountants, New Delhi (Firm Registration No. 000749N) had been appointed by the Board as the Branch Auditors of the Company for the financial year 2016-17, to audit the various branches of the Company.

The approval of the Members for appointment of Branch Auditors for the financial year 2017-18 and remuneration to be paid to them will also be taken up in the ensuing Annual General Meeting of the Company.

C) Internal Auditors:

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company had constituted the Internal Audit Department and Mr. Arun Gawankar was heading the Internal Audit Department of the Company.

D) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board in their meeting held on May 30, 2016 had appointed M/s. Hemanshu Kapadia & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2016-17 and issue Secretarial Audit Report.

Subsequently M/s. Hemanshu Kapadia & Associates has expressed their un-willingness to carry out Secretarial Audit of the Company due to pre-occupation. In view of the said casual vacancy, the Board of Directors, on the recommendation of Audit Committee, in their meeting held on February 6, 2017, has appointed M/s. GHV & Co., Practicing Company Secretaries, as Secretarial Auditors of the Company for the financial year 2016-17 and issue Secretarial Audit Report.

Secretarial Audit Report issued by M/s. GHV & Co, Practicing Company Secretary for the financial year 2016-17 in Form MR-3 forms part of this report and marked as Annexure - 3. The Secretarial Auditors’ Report do not contain any qualifications, reservations, or adverse remarks.

10. Extract of the Annual Return:

In accordance with Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in Form MGT-9 is annexed to the Directors’ Report and marked as Annexure -4.

11. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The information as per Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Account) Rules, 2014 with respect to conservation of energy, technology absorption & foreign exchange earnings and outgo are given in Annexure - 5 forming part of this report.

12. Details of Committees of the Board:

Currently the Board has 3 Committees: the Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee. The Composition of various committees and compliances, are as per the applicable provisions of the Companies Act, 2013 along with the Rules made there under. Brief details of various Committees are provided hereunder:

A. Audit Committee Composition:

The Board has an Audit Committee in conformity with the provisions of Section 177 of the Companies Act, 2013. On resignation of Mr. Rajan Dani (DIN: 00221927) as Director of the Company w.e.f. August 31, 2016, he also ceased to be the Member of the Audit Committee. The Board of Directors in their meeting held on September 12, 2016 had appointed Mrs. Jacinta Nayagam (DIN: 07557797), as a member of the Committee in place of Mr. Rajan Dani (DIN: 00221927).

After appointment of Mrs. Zurica Kevin Pinto as a Company Secretary & Compliance Officer of the Company, she was appointed as Secretary of the Committee in place of Mr.Siddhanth Nimbalkar w.e.f. February 6, 2017. As on March 31, 2017, the constitution of the Audit Committee was as follows:

Name

Designation

Non-Executive/ Independent

Mr. R. Vaidhyanathan (DIN: 02318827)

Chairman

Non-Executive, Independent

Mr. A. G. Merchant (DIN 05228186)

Member

Non-Executive, Independent

Mrs. Jacinta Nayagam (DIN: 07557797)

Member

Non-Executive (Woman) Director

The Nomination and Remuneration Committee met 3 (Three) times during the financial year 2016-17. The details of number of Committee Meetings held during the year 2016-17 and attendance of Members of the Committee are given in table below:

Name of the Director

30.05.16

12.08.16

14.11.16

09.12.16

09.01.17

06.02.17*

09.03.17

Mr. R. Vaidhyanathan

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Mr. Rajan Dani*

Yes

Yes

NA.

N.A.

N.A.

N.A.

N.A.

Mr. A.G. Merchant^

N.A.

Yes

Yes

Yes

Yes

Yes

Yes

Mrs. Jacinta Nayagam#

N.A.

N.A.

Yes

Yes

Yes

Yes

Yes

* Mr. Rajan Dani ceased to be the Member of the Committee w.e.f. August 31, 2016. @Mr. A. G. Merchant was appointed as Member of the Committee w.e.f. May 30, 2016,

# Mrs. Jacinta Bazil Nayagam was appointed as the member of the Committee w.e.f September 12, 2016.

-Audit Committee Meeting was adjourned and adjourned meeting was held on February 8, 2017.

All the members of the Audit committee are financially literate and have accounting or related financial management expertise as required under the Companies Act, 2013.

All the major steps impacting the financials of the Company are undertaken only after the consultation of the Audit Committee.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Audit Committee.

B. Nomination and Remuneration Committee:

The Board has Nomination and Remuneration Committee in conformity with the provisions of Section 178 of the Companies Act, 2013 which comprises of Non-executive Directors. On resignation of Mr. Rajan Dani (DIN: 00221927), as Director of the Company w.e.f. August 31, 2016, he also ceased to be the Member of the Nomination and Remuneration Committee. The Board of Directors in their meeting held on September 12, 2016 had appointed Mrs. Jacinta Nayagam (DIN: 07557797), as a Member of the Committee in place of Mr. Rajan Dani (DIN: 00221927).

As on March 31, 2017, the composition of the Nomination and Remuneration Committee is as follows:

Name

Designation

Non-Executive/ Independent

Mr. R. Vaidhyanathan (DIN: 02318827)

Chairman

Non-Executive, Independent

Mr. A.G. Merchant (DIN: 05228186)

Member

Non-Executive, Independent

Mrs. Jacinta Nayagam (DIN: 07557797)

Member

Non-Executive, Women Director

The Nomination and Remuneration Committee met 3 (Three) times during the financial year 2016-17. The details of number of Committee Meetings held during the year 2016-17 and attendance of Members of the Committee are given in table below:

Name of the Director

30.05.16

05.07.16

06.02.17

Mr. R Vaidhyanathan

Yes

Yes

Yes

Mr. Rajan Dani*

Yes

Yes

N.A. .

Mr. A.G. Merchant

Yes

Yes

Yes

Mrs. Jacinta Nayagam#

N.A.

N.A.

Yes

*Mr. Rajan Dani ceased to be the Member of the Committee w.e.f. August 31, 2016. #Mrs. Jacinta Nayagam was appointed as the member of the Committee w.e.f. September 12, 2016.

The appointment of the Directors and Key Managerial Personnel is recommended by the Nomination and Remuneration Committee to the Board. Your Company has devised the Nomination Policy for the appointment of Directors and Key Managerial Personnel (KMP) of the Company who have ability to lead the Company towards achieving sustainable development. The Company has also framed Policy relating to the remuneration of Directors, Key Managerial Personnel and other Employees. A copy of the policy is appended as Annexure -1 to the Report.

C. Stakeholders’ Relationship Committee:

The Company has always valued its investors and stakeholders. In order to ensure the proper and speedy redressal of shareholders’/investors’ complaints, the Stakeholders’ Relationship Committee was constituted. The role of the Committee is to consider and resolve securities holders’ complaint and to approve/ratify transfer of securities. The constitution and terms of reference of the Stakeholders’ Relationship Committee is in conformity with the provisions of Section 178(5) of the Companies Act, 2013. On resignation of Mr. Rajan Dani (DIN: 00221927), as Director of the Company w.e.f. August 31, 2016, he also ceased to be the Chairman and Member of the Stakeholders’ Relationship Committee.

As on March 31, 2017, the Composition of the Stakeholders’ Relationship Committee is as follows:

Name

Designation

Non-Executive/Independent

Mr. R. Vaidhyanathan (DIN: 02318827)*

Chairman

Non-Executive, Independent

Mr. A. G. Merchant (DIN: 05228186)#

Member

Non-Executive, Independent

*In the Board Meeting held on September 12, 2016 Mr. R. Vtdhyanathan had been designated as the Chairman of the Stakeholders’ Relationship Committee.

#In the Board Meeting held on September 12, 2016, Mr, A.G. Merchant had been appointed as the member of the Stakeholders’ Relationship Committee.

Name of the Director

30.05.16

12.08.16

14.11.16

06.02.17

Mr. Rajan Dani*

Yes

Yes

N.A.

N.A.

Mr. R. Vaidhyanathan

Yes

Yes

Yes

Yes

Mr. A. G. Merchant®

N.A.

N.A.

Yes

Yes

* Mr. Rajan Dani ceased to be the Member of the Committee w.e.f. August 31, 2016. @Mr. A. G, Merchant was appointed as Member of the Committee w.e.f. September 12, 2016.

13. Number of meetings of the Board of Directors:

The Board of Directors met Nine (9) times during the Financial Year 2016-17. The intervening gap between any two meetings was not more than 120 days as prescribed by the Companies Act, 2013.

Name of the Director

15.04.16

30.05.16

22.06.16

05.07.16

12.08.16

12.09.16

12.10.16

14.11.16

06.02.17*

Dr. Shailendra P, Mittal

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Mr. Vinayak S. Ubhaykar*

No

N.A.

N.A.

N.A.

N.A.

N.A.

N.A.

N.A.

N.A.

Mr. R. Vaidhyanathan

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Mr. Rajan Dani**

Yes

Yes

Yes

Yes

Yes

N.A.

N.A.

N.A.

N.A.

Mr. A.G. Merchant

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Mrs. Beena Barot***

Yes

Yes

N.A.

N.A.

N.A.

N.A.

N.A.

N.A.

NA.

Mrs. Jacinta Nayagam#

N.A.

N.A.

N.A.

N.A.

Yes

Yes

Yes

Yes

Yes

* Mr. Vinayak S. Ubhaykar ceased to be an Director due to his death on May 1, 2016. **Mr. Rajan Dani has resigned as Director w.e.f. August 31, 2016.

***Mrs. Beena Barot has resigned as Director w.e.f. June 10, 2016.

//Mrs. Jacinta Nayagam was appointed as Non- Executive (Woman) Director w.e.f. July 5,2016.

-Board Meeting was adjourned and adjourned meeting was held on February 8, 2017.

Further, as required under Schedule IV of the Companies Act, 2013, the meeting of the Independent Directors of the Company was held on February 12, 2016 and all the Independent Directors of the Company were present at the meeting.

14. Disclosure under the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013:

The Company has not received any complaints pertaining to sexual harassment during the financial year 2016-17.

15. Details of establishment of vigil mechanism for directors and employees:

The Vigil Mechanism of the Company provides Directors and Employees to report their concerns and has also taken steps to safeguard any person using this mechanism from victimization and in appropriate and exceptional cases, there is direct access to approach Chairman of the Audit Committee. The Board of Directors affirms and confirms that no personnel has been denied access to the Audit Committee. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee.

The Policy on vigil mechanism may be accessed on the Company’s website at the link:

http://www.tradewings.in/downloads/Vigil-Mechanism-Policv.pdf

16. Particulars of loans, guarantees or investments under section 186:

Particulars of loans given, investments made, guarantees given and securities provided as covered under Section 186 of the Companies Act, 2013, are provided in the standalone financial Statements which form part of this report.

17. Particulars of contracts or arrangements with related parties:

The Company, during the year, has entered into transactions, as specified under section 188(1) of the Companies Act, 2013, with related parties which are in Ordinary Course of business and are on arms’ length basis. Further, the said transactions are not material in nature. Accordingly, the disclosure of Related Party Transactions to be provided under section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC - 2 is not applicable.

The related party transactions/disclosures are provided in the Standalone Financial Statements which forms part of this report.

18. Directors’ Responsibility Statement:

As stipulated under section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, your Directors hereby state and confirm that:

a) In preparation of the annual accounts for the financial year ended March 31, 2017, the ; applicable Accounting Standards have been followed and there are no material ¦ departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit and loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ‘going concern’ basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively during the financial year ended March 31, 2017; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the financial year ended March 31,2017

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors and external consultants, including the audit of internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the year under review.

19. Managerial Remuneration:

The information required to be disclosed with respect to the remuneration of Directors and KMP’s in the Directors’ Report pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out as an Annexure - 6 to this Report.

The names of top ten employees of the Company in terms of remuneration drawn as required, pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out as an Annexure - 6 to this Report. However, there was no employee in the Company drawing remuneration in excess of limit specified in Rule 5(2)(i) to (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence, no such details are provided.

The Managing Director of the Company does not receive any remuneration or commission from Holding Company or any of its Subsidiaries.

20. Risk Management:

The Company’s robust risk management framework identifies and evaluates all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, legal, regulatory, reputational and other risks. Risk Management Policy adopted by the Company involves identification and prioritization of risk events, categorization of risks into High, Medium and Low based on the business impact and likelihood of occurrence of risks and Risk Mitigation & Control.

The Company recognizes that these risks need to be managed and mitigated to protect its shareholders and other stakeholders, to achieve its business objectives and enable sustainable growth. The risk framework is aimed at effectively mitigating the Company’s various business and operational risks, through strategic actions. Risk management is integral part of our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risks and future action plans.

The Audit Committee reviews adequacy and effectiveness of the Company’s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company’s Risk Management policies, systems and procedures.

The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

21. Corporate Social Responsibility:

It is the Company’s continuous endeavor to discharge its liability as a corporate citizen of India. As the Company does not fulfill the criteria specified under Section 135(1) of the Companies Act, 2013, it has not constituted CSR Committee or formulated CSR Policy or made expenditure towards CSR activities during the reporting period. Further, the Company was also not required to mention in the Board’s Report details as required under section 135 of the Companies Act, 2013 and the Rules made there under hence, no such details are given in this Report.

22. Management Discussion and Analysis:

As required under Regulation 34(2) read with Schedule V (B) of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015, report on “Management Discussion and Analysis” is attached as Annexure - 7 and forms a part of this Report.

23. Other Disclosures / Reporting:

Your Directors state that no disclosure or reporting is required in respect of the following , items as there were no transactions on these items during the year under review: j

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

d) Details of payment of remuneration or commission to Managing Director or Joint Managing Director of the Company from any of its subsidiaries as no such payment were made.

e) Voting rights which were not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

f) There are no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

g) No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

24. Acknowledgements:

Your Directors express their deep gratitude for the co-operation and support extended to the Company by its Members, customers, suppliers, bankers and various government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to their continued co-operation.

For and on behalf of Board of Directors of

Trade Wings Limited

Dr. Shailendra P. Mittal

Chairman & Managing Director

DIN: 00221661

Address: 62-A, Mittal Bhavan, Pedder Road, Mumbai - 400026

Date: May 30, 2017

Place: Mumbai


Mar 31, 2015

Dear Members,

The Directors are presenting their 65th Annual Report and the Audited Statements of Accounts of the Company for the financial year ended 31st March, 2015

1. FINANCIAL HIGHLIGHTS:

For the year For the year ended ended 31/03/20X5 31/03/2014

Net Sales/ Income from Operations Other Income 17,78,55,202 17,20,42,087

Profit/ (Loss) before Interest, Depreciation and Taxes 2,83,56,466 2,42,60,170

Interest 2,01,35,656 1,83,93,078

Depreciation 1,07,18,903 41,00,422

Profit/ (Loss) before Taxes (24,98,093) 17,66,670

Provision for Taxes: (2,79,480) -

Current - (6,00,000)

FBT - (13,390)

Deferred 8,81,777 (1,09,738)

Provision of Taxes for earlier year written back 6,00,000 1,98,501

Provision for Profit or (Loss) in Partnership firm - -

Profit / (Loss) after Taxes (12,95,796) 12,42,043

Profit (Loss) brought forward (12,95,796) 12,42,043

Balance in Profit & Loss Accounts carried forward (12,95,796) 12,42,043

2. FINANCIAL PERFORMANCE:

The Company's turnover is Rs. 15,65,95,194/- for the year under review as compared to Rs. 14,18,73,076/- for the previous year. The Profit after taxes for the current year was reduced to (Rs. 12,95,796/- ) from Rs. 12,43,043 /- for the previous year. Decrease in profit is due to many reasons such as rise in overall costs, inflation and severe competition from competitors which made Company to provide services at competitive prices for survival.

3. DIVIDEND:

In order to sustain growth and introduce new profitable projects in future, your Directors wish to conserve the cash resources. Therefore they do not recommend any dividend on the Equity Shares for the year under review.

4. RESERVES:

The Company's Reserves is Rs. 3,28,06,152/- for the year under review as compared to Rs. 3,71,96,718/- for the previous year.

5. OPERATIONS:

The Company is engaged in the business of travel and tourism. The operations of the Company are in complete flow. The Company is running on the path of progress and profitability and is constantly making efforts to enter the global market.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business of the Company during the year.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT:

There are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company i.e. 31st March, 2015 and the date of this report.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

The Company had filed an application with Goa bench of Bombay High Court for obtaining dispensation in filing Company Scheme Petition in relation to amalgamation of the Wholly Owned Subsidiary Company viz. Roopsangam Holdings Limited with the Company. The Hon'ble High Court has granted the said dispensation vide its order dated 16d' January, 2015. The final Order for amalgamation in Roopsangam Holdings Limited was passed by Bombay High Court on 18th April, 2015. The effective date of the scheme of amalgamation is 4th June, 2015. "

There is no other order passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has put in place adequate internal financial controls with reference to the financial statements. The Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies Act, 1956, to the extent applicable. These are in accordance with the generally accepted accounting principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

The Company in preparing its financial statements makes judgements and estimates based on the sound policies. The basis of such judgements and estimates are also approved by the Auditors and Audit Committee.

The Management periodically reviews the financial performance of the Company.

10. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:

The Company has a wholly owned Subsidiary Company viz. Trade-Wings Hotels Limited.

11. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:

Pursuant to first proviso of Sub-section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statement of Subsidiary Companies in Form AOC - 1 is set out herewith as an Annexure - 1

12. DEPOSITS:

The Company has not invited or accepted any fixed deposits falling with the preview of the Companies Act, 1956 ! the Companies Act, 2013 or rules made thereunder and, as such, no amount of principal or interest was outstanding as on the date of Balance sheet.

13. AUDITORS:

A. STATUTORY AUDITORS

M/s. Santosh Shah & Associates, Chartered Accountants having Firm Registration No.l2I7UW, Statutory' Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting of the Company, and being eligible offer themselves for re-appointment. The Company has received a letter from them to that effect that their appointment, if made, would be within the limit prescribed under section 139 of the Companies Act, 2013, Your Directors recommend their re-appointment.

B. BRANCH AUDITOR

Pursuant to the provision of Section 143 of the Companies Act, 2013 the Board has proposed appointment of Branch Auditors to carry on the Audit activities at respective branches of the Company in previous year. The Board has proposed to appoint Branch Auditors at its various Branches.

C. INTERNAL AUDITOR

The Company has an Intemai Audit Department. Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company has re-constituted Internal Audit Department. Mr. K. V. Vishwanath, Manager - Accounts, is appointed as the head of Intemai Audit Department of the Company

D. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014, the Company has appointed Mr. Hemanshu Kapadia of M/s. Hemanshu Kapadia & Associates, Practicing Company Secretaries to conduct the Secretarial Audit of the Company. The Secretarial Audit report in Form MR - 3 is annexed herewith to this report as Annexure - 2.

14. AUDITORS' REPORT

With reference to Clause (fXiv) of the Standalone Auditors' Report of the Company, the Board of Directors wish to state that the Company has obtained approval of shareholders authorizing Board of Directors to grant loan or give guarantee or provide security in respect of loans under Section 186 of the Companies Act, 2013 by passing of special resolution through Postal Ballot pursuant to Section 110 read with Section 108 of the Companies Act, 2013 and Rule 22 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The results of Postal Ballot were declared on 25th August, 203 5 and posted on the website of the Company. The Company has also filed the resolution with the Registrar of Companies, Goa.

The notes to the accounts are referred in the Auditors' Report are self - explanatory and, therefore do not call for any further comments.

15. SECRETARIAL AUDIT REPORT

Pursuant to provisions of Section 204(1) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit for the year 2014 - 2015 was conducted by Mr. Hemanshu Kapadia of M's. Hemanshu Kapadia & Associates. Practicing Company Secretaries.

The Board has noted the observations mentioned in the Secretarial Audit Report.

For Observation no. 1 of the Report, the Company has already taken effective steps and has obtained approval of shareholders authorizing Board of Directors to grant loan or give guarantee or provide security in respect of loans under Section 186 of the Companies Act. 2013 by passing of special resolution through Postal Ballot pursuant to Section 110 read with Section 108 of the Companies Act. 2013 and Rule 22 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The results of Postal Ballot were declared on 25th August, 2015 and posted on the website of the Company. The Company has also filed the resolution with the Registrar of Companies, Goa.

For Observation no. 2 of the Report, the Company has paid-up capital of Rs. 3,00,00,000 (Rupees Three Crores Only). The Company had taken effective steps to appoint a qualified Whole Time Company Secretary' by giving advertisement in newspapers at the registered office at Goa and the Corporate office at Mumbai. However, the Company couldn't find appropriate candidate. In absence of a Whole-Time Company Secretary, the Company was ' having a Secretarial Officer, Mr. Dnyanesh D. Mulay, who was employed with the Company for last 8 years and was well versed with the provisions of Company Law and Secretarial matters and was assisted by another Secretarial Officer. After sad demise of Mr. Dnyanesh D. Mulay, the Companv has appointed Mr. Vinayak S. Ubhayakar (DIN; 00221822), Managing Director has been appointed as Compliance Officer till the appointment of Whole Time Company Secretary.

For Observation no. 3 of the Report, the Board of Directors have noted the same and the Company shall comply with the said provisions in this year.

16. SHARE CAPITAL

A. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

There is no issue of Equity Shares with Differential Rights during the year.

B. ISSUE OF SWEAT EQUITY SHARES

There is no issue Sweat Equity Shares during the year.

C. ISSUE OF EMPLOYEES STOCK OPTIONS

There is no issue Employees Stock Options during the year.

D. PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES

There is no provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees during the year.

17. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT ~ 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure - 3

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Since the company is in service industry, the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with sub-clause A and B of Rule 8 (3) of Companies (Accounts) Rules, 2014 regarding information on conservation of energy and technology absorption are not applicable.

However the information, as applicable, is given hereunder:

A. CONSERVATION OF ENERGY:

The operations of the Company are not energy intensive. Nevertheless, continuous efforts are being made by the Company and its employees to reduce the wastage of scarce energy resources.

B. TECHNOLOGY ABSORPTION:

Whenever there is requirement, the Company evaluates the best technology available globally for improving the productivity and quality of its service operations,

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

(In Rupees) Particulars 31st March, 2015 31st March, 2014

Earnings Nil Nil

Outgo 3,71,693/- 8,22.305/-

The Company is currently operating in domestic market only and hence not having any foreign exchange earnings. However, the Company is making continuous efforts to expand its business operation outside India by setting-up its Branches over there.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Section 135(1) of the Companies Act, 2013 prescribes constitution of Corporate Social Responsibility Committee to every Company having , " A net worth of Rupees Five Hundred Crores or more, or

- A turnover of Rupees One thousand Crores or more, or

- A net profit of Rupees Five Crore or more during any financial year

- Since the Company does not fulfil any of the aforesaid criteria, the Company is not required to comply with the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014.

20. DIRECTORS;

A. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

in accordance with provisions of Section 149 (1) read with Rule 3 (i) of the Companies (Appointment and Qualification of Directors) Rules, 2014, Ms. Jyoti G. Gupta (DIN: 07139260) has been appointed as an Additional Director on 30th March, 2015.

The Company has received notice in writing from Member along with the requisite deposit under section 160 of the Act proposing her candidature and the Board of Directors recommends her appointment.

Mr. Vinayak S. Ubhayakar (DIN: 00221822), Managing Director, is retiring by rotation. The Board recommends his re-appointment.

B. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY.

In accordance with the erstwhile provisions of the Companies Act, 1956, Mr. R. Vaidhyanathan (DIN: 02318827), Mr. Rajan N. Dani (DIN: 00221927) and Mr. A. G. Merchant (DIN: 05228186), were appointed as Directors of the Company. They have been on the Board of the Company as the Independent Non-Executive Directors pursuant to Clause 49 of the listing agreement. As per Section 149 (4) of the Companies Act, 2013, Mr. R. Vaidhyanathan (DfN: 02318827), Mr. Raian N, Dani (DIN: 00221927) and Mr. A. G. Merchant (DIN: 05228186) are appointed as the , Independent Directors (Independent Non-executive Directors) for a term of five consecutive years commencing from 30th September, 2015, not liable to retire by rotation.

C. FORMAL ANNUAL EVALUATION;

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors has undertaken evaluation of its own performance, performance of its Committees and of all the individual Directors based on various parameters, relating to roles, responsibilities and obligations of the Board, effectiveness of its functioning, contribution of Directors at meeting and the functioning of its Committees.

21. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The details of the number of Board meetings of the Company are set out in the Corporate Governance Report which forms a part of this report.

22. AUDIT COMMITTEE

Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 prescribes constitution of audit Committee. The details of the Audit Committee and the number of Audit Committee meetings of the Company are set out in the Corporate Governance Report which forms a part of this report.

23. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Section 177(9) of the Companies Act, 2013, the Company has laid down Whistle Blower Policy/Vigil Mechanism providing protection to 'Whistle Blowers' from the unfair termination and other unfair or prejudicial employment practices. Personnel of the Company are not denied access to the Audit Committee of the Company in respect of matter involving unethical or improper practice

24. NOMINATION AND REMUNERATION COMMITTEE:

Section 178(1) of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 prescribes constitution of Nomination and Remuneration Committee. The Company had constituted Remuneration Committee as per Companies Act, 1956. The Details of Remuneration Committee viz. Composition, meetings during the year, terms of reference, etc are set out in the Corporate Governance Report which forms a part of this report.

Pursuant to Section 178 of the Companies Act, 2013 the Company has formulated Nomination And Remuneration Policy which is set out as an Annexure - 4

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of Loans, Guarantees or investments under Section 186 of the Companies Act, 2013 has been given in the notes forming part of standalone financial statements of the Company.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

There are no transactions of the Company under section 188 of the Companies Act, 2013 with related parties during the year. Since disclosures of particulars of contracts / arrangements entered into by the Company with related parties referred to in Section 188(1) of the Companies Act, 2013 including certain arms length transactions under third proviso is not applicable to the Company. Hence, the disclosures in Form AOC - 2, pursuant to Clause (h) of Section 134(3) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, is not annexed herewith.

27, MANAGERIAL REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES :

The details of remuneration paid by the Company to Dr. Shailendra P. Mittal Chairman, Whole Time Director and Chief Finance Officer and Mr. Vinayak S, Ubhayakar, Managing Director And Chief Executive Officer of the Company are set out in the Corporate Governance Report which forms a part of this report. The Company did not pay remuneration in the form of Commission, sitting fees to its Independent Non-Executive Director during the year.

Pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company provides the details as under:

(i) THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR

The median remuneration of employees of the Company during the financial year was Rs. 2,61,378 p.a. and ratio of the remuneration of each of Director to the median remuneration of the employees of the Company for the year is set out as Annexure - 5

(ii) THE PERCENTAGE INCREASE IN REMUNERATION OF EACH DIRECTOR, CHIEF EXECUTIVE OFFICER, COMPANY SECRETARY OR MANAGER, IF ANY, IN THE FINANCIAL YEAR

The percentage increase in remuneration of Director and Key Managerial Personnel during the financial year 2014 - 2015 is given in Annexure - 5.

(jii) THE PERCENTAGE INCREASE IN THE MEDIAN REMUNERATION OF EMPLOYEES IN THE FINANCIAL YEAR

In the financial year, there was an increase ot 38.82 % in the median remuneration of the employees.

(iv) THE NUMBER OF PERMANENT EMPLOYEES ON THE ROLLS OF THE COMPANY

There were 166 permanent employees on the rolls of the Company as on 33 s March, 2015.

(v) THE EXPLANATION ON THE RELATIONSHIP BETWEEN AVERAGE INCREASE IN REMUNERATION AND COMPANY PERFORMANCE

The relationship between average increase in remuneration and company performance is:

The average remuneration increased by 11.19% in the year 2014 - 2015 whereas the Profit before Tax decreased by 241.11 % in the year 2014-2015.

As per the remuneration policy of the Company, employees are compensated on the basis of performance, potential and criticality for achieving competitive advantage in the business. Salary increases during the year were in line with the Company's performance.

(vi) COMPARISON OF THE REMUNERATION OF THE KEY MANAGERIAL PERSONNEL AGAINST THE PERFORMANCE OF THE COMPANY

The total remuneration of Key Managerial Personnel increased by 23.25% from 25.80 lacs in 2013 - 2014 to 31.80 lacs in 2014 -2015 whereas the profit before tax decreased by 241.11% from 17.66 lacs in 2013 -2014 to Rs. (24.98) lacs in 2014 - 2015.

(vii) VARIATIONS IN THE MARKET CAPITALISATION OF THE COMPANY, PRICE EARNINGS RATIO AS AT THE CLOSING DATE OF THE CURRENT FINANCIAL YEAR AND PREVIOUS FINANCIAL YEAR AND PERCENTAGE INCREASE OVER DECREASE IN THE MARKET QUOTATIONS OF THE SHARES OF THE COMPANY IN COMPARISON TO THE RATE AT WHICH THE COMPANY CAME OUT WITH THE LAST PUBLIC OFFER

The market capitalisation as on 31st March, 2015 was Rs. 34.05 crores (Rs. 22.50 crores as on 31st March, 2014). The Price Earnings Ratio of the Company was (263.95) as at 31st March, 2015 and was 182.92 as at 31st March, 2014, The initial Public offer was made by the Company in the year 1974 and the issue was for 5,00,000 equity shares of Rs. 10/- each at par. The shares of the company were first listed on the BSE Limited in the year 1974 the closing share price of the company at BSE Limited on 31st March, 2015 was Rs. 113.50 per equity share of face value of Rs. 10/- each indicating a average annual growth rate of 65.23 %.

(viii) AVERAGE PERCENTILE INCREASE ALREADY MADE IN THE

SALARIES OF EMPLOYEES OTHER THAN THE MANAGERIAL PERSONNEL IN THE LAST FINANCIAL YEAR AND ITS COMPARISON WITH THE PERCENTILE INCREASE IN THE MANAGERIAL REMUNERATION AND JUSTIFICATION THEREOF AND ANY EXCEPTIONAL CIRCUMSTANCESFOR INCREASE IN THE

MANAGERIAL REMUNERATION

The average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2014 - 2015 was 11.19% whereas the increase in the managerial remuneration for the financial year 2014 - 2015 was 23.25%

Increase in remuneration of the Chairman, Whole-time Director and managing Director is decided based on the individual performance, inflation and prevailing industry trends.

No remuneration consisting of commission, sitting fees and perquisites is paid to Non- Executive Directors of the Company.

(ix) COMPARISON OF THE EACH MANAGERIAL REMUNERATION OF THE KEY MANAGERIAL PERSONNEL AGAINST THE PERFORMANCE OF THE COMPANY

The comparison of managerial remuneration of each Key Managerial Personnel (KMP) against the performance of the Company is given in Annexure - 5.

(x) THE KEY PARAMETERS FOR ANY VARIABLE COMPONENT OF REMUNERATION AVAILED BY THE DIRECTORS

There is no variable component of remuneration availed by the Directors of the Company.

(xi) THE RATIO OF THE REMUNERATION OF THE HIGHEST PAID DIRECTOR TO THAT OF THE EMPLOYEES WHO ARE NOT DIRECTORS BUT RECEIVE REMUNERATION IN EXCESS OF THE HIGHEST PAID DIRECTOR DURING THE YEAR

There are no employees, who are not directors of the Company, who receive remuneration in excess of the highest paid director during the year.

(xii) AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF THE COMPANY

it is hereby affirmed that the remuneration paid is as per the policy for remuneration of the directors, Key Managerial Personnel and other employees.

In accordance with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules ,2014, the company has not employed any employee, who :

(i) throughout the financial year, was in receipt of remuneration for the year, in the aggregate, was not less than sixty lakh rupees;

(ii) for a part of the financial year, was in receipt of remuneration for any part of the year, at a rate which, in the aggregate, was not less than five lacs rupees per month,

(iii) throughout the financial year or part thereof, was in receipt of remuneration in the year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

28. CORPORATE GOVERNANCE:

The Company is listed on Bombay Stock Exchange and it has from time to time complied with the conditions of Clause 49 of the Listing Agreement till date. With the New Listing Agreement being effective from lsl October, 2014, the Company does not fulfill the criteria mentioned in clause (1) of Amendments to Clause 49 of the Listing Agreement of SEBI circular dated 15a' September, 2014. Hence the Company is not required to comply with the requirement of Clause 49 of the Listing Agreement from 1st October, 2014. However, the detailed report on Corporate Governance for the year ended 31st March, 2015, forming part of Directors' Report is annexed to this Annual Report.

The Certificate from Mr. Vipin Mehta, Partner of M/s. VPP Associates Practicing Company Secretaries, in respect of Clause 49 of the Listing Agreement for the six months ended 30lh September, 2015 is also annexed to this report.

29. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

30. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 134{3){c) of the Companies Act, 2013, the Directors confirm the following;

A. In preparation of Annual accounts for the financial year ended 31st March, 2015, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

B. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit and loss of the Company for that period.

C. The Directors have taken proper and sufficient care for the maintenance of adequate

- accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

D. The Directors have prepared the Annual Accounts for the financial year ended 31st March, 2015 on going concern basis.

E. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

F. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year under review as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchange is set out in a separate section forming part of the Annual Report.

32. ACKNOWLEDGEMENTS:

The Directors also take this opportunity to thank Ministry of Corporate Affairs, BSE Limited, Financial Institutions & Banks, Government Authorities, Stakeholders and Business Associates for their continuous support during the year under review' and look forward to their support. Your Directors also wish to convey their deep appreciation to the employees at all levels for their enormous personal efforts, commendable teamwork, exemplary professionalism and enthusiastic contribution to the growth of the Company during the year.

For and on behalf of Board of Directors of TRADE-WINGS LIMITED,

Dr. Shailendra P. Mittal Mr. Vinayak Ubhayakar Chairman Managing Director (DIN: 00221661) (DIN: 00221822)

Add.: 62-A, Mittal Bhavan, Add.: 8, Joydene, Peddar Road, 21, Mereweather Road, Mumbai - 400 026, Colaba, Mumbai 400 039.

Date: 3rd September, 2015 Place: Mumbai


Mar 31, 2014

Dear members,

The Directors are presenting their 64th Annual Report and the Audited Statements of Accounts of the Company for the financial year ended 31st March, 2014

1. FINANCIAL HIGHLIGHTS:

For the year For the year ended ended 31/03/2014 31/03/2013

Net Sales/Income from Operations 168787833 173708044 Other Income

Profit/ (Loss) before Interest, 24997649 21673921 Depreciation and Taxes

Interest 15152256 17405862

Depreciation 4100422 1962134

Profit/ (Loss) before Taxes 1744971 2305925

Provision for Taxes:

Current 600000 800000

FBT ---- ----

Deferred (00738) 40128

Provision of Taxes for earlier 198501 NIL year written back

Provision for Profit or (Loss) 8309 (183121) in Partnership firm

Profit/(Loss) after Taxes 1242043 1362932

Profit (Loss) brought forward 27250355 25887422

Balance in Profit & Loss 28492398 27250355 Accounts carried forward

2. FINANCIAL PERFORMANCE:

The Company''s turnover is Rs. 17,20,42,087/- for the year under review as compared to Rs.17,54,79,494/- for the previous year. The profit after taxes for the current year was reduced to Rs.12,42,043/- from Rs. 13,62,932/- for the previous year. Decrease in profit is due to many reasons such as rise in overall costs, inflation and severe competition from competitors which made Company to provide services at competitive prices for survival.

3. OPERATIONS:

The Company is engaged in the business of travel and tourism. The operations of the Company are in complete flow. The Company is running on the path of progress and profitability and is constantly making efforts to enter the global market.

4. DIVIDEND:

In order to sustain growth and introduce new profitable projects in future, your Directors wish to conserve the cash resources. Therefore they do not recommend any dividend on the equity Shares for the year under review.

5. FIXED DEPOSITS:

The Company has not invited or accepted any fixed deposits falling with the preview of the Companies Act, 1956 / the Companies Act, 2013 or rules made thereunder and, as such, no amount of principal or interest was outstanding as on the date of Balance sheet.

6. BUY BACK OF SHARES:

During the financial year under review, the Company has not offered to buy-back any of its outstanding shares.

7. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Since the company is in service industry, the provisions of Section 217 (1) (e) regarding information on conservation of energy and technolog}'' absorption are not applicable.

However the information, as applicable, is given hereunder:

A.CONSERVATION OF ENERGY:

The operations of the Company are not energy intensive. Nevertheless, continuous efforts are being made by the Company and its employees to reduce the wastage of scarce energy resources.

B. TECHNOLOGY ABSORPTION:

Whenever there is requirement, the Company evaluates the best technology available globally for improving the productivity and quality of its service operations.

C. RESEARCH AND DEVELOPMENT:

The Company emphasizes on research and development for better customer satisfaction.

D. FOREIGN EXCHANGE EARNINGS AND OUTGO: (In Rupees) Particulars 31st March, 2014 31st March, 2013

Earnings Nil Nil

Outgo 8,22,305 17,03,430

The Company is currently operating in domestic market only and hence not having any foreign exchange earnings. However, the Company is making continuous efforts to expand its business operation outside India by setting-up its Branches over there.

8. PERSONNEL:

The Company is professionally managed and has very cordial relationship with all its employees. Highly qualified personnel from the relevant fields assist the top level Management. Your Directors wish to place on record their deep appreciation of the dedicated and efficient services rendered by them. During the year under review, the Company has no employees drawing remuneration more than the limit specified under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

9. DIRECTORS:

On the recommendation of Remuneration Committee (renamed as ''Nomination and Remuneration Committee'') in their meeting dated 10th March, 2014, the Board of Directors in their meeting held on 27th March, 2014 had re-appointed Dr. Shailendra P. Mittal (DIN: 00221661) as Chairman and the Whole Time Director, also designated as Chief Finance Officer of the Company with effect from 1st April, 2014 for a period of three years on the terms and conditions approved by the Board, subject to approval of the shareholders in the ensuing Annual General Meeting of the Company. The remuneration payable to Dr. Shailendra P. Mittal (DIN: 00221661) as Chairman, Whole Time Director and CFO of the Company was also increased to Rs.2,50,000/- p.m. or Rs. 30,00,000/- p.a. from 1st April, 2014 till 31st March, 2017, subject to the approval of the shareholders. The details of his reappointment have been given in the Notice of Annual General Meeting.

The term of office Mr. Vinayak S. Ubhayakar (DIN: 00221822), as Managing Director and Chief Executive Officer of the Company expired on 31st March, 2014. On the recommendation of Remuneration Committee (renamed as ''Nomination and Remuneration Committee'') in their meeting dated 10th March, 2014, the Board of Directors in their meeting held on 27th March, 2014 had re-appointed Mr. Vinayak S. Ubhayakar (DIN: 00221822) as Managing Director and Chief Executive Officer of the Company with effect from 1st April, 2014 for a period of three years on the terms and conditions approved by the Board, subject to approval of the shareholders in the Annual General Meeting of the Company. The details of his re-appointment have been given in the Notice of Annual General Meeting. In accordance with the erstwhile provisions of the Companies Act, 1956, Mr. R. Vaidhyanathan (DIN: 02318827), Mr. Rajan N. Dani (DIN: 00221927) and Mr. A. G. Merchant (DIN: 05228186), were appointed as Directors of the Company. They have been on the Board of the Company as the Independent Non-Executive Directors pursuant to Clause 49 of the listing agreement. With the enactment of the Companies Act, 2013, it is now incumbent upon every Listed Company to have at-least one-third of the total number of its Directors as Independent Directors, who are not liable to retire by rotation as defined under section 149(6) of the Act. The Remuneration Committee has recommended the appointment of Mr. R. Vaidhyanathan (DIN: 02318827), Mr. Rajan N. Dani (DIN: 00221927) and Mr. A. G. Merchant (DIN: 05228186) as the Independent Directors (Independent Non-executive Directors) for a term of five consecutive years commencing from 30th September, 2014, not liable to retire by rotation. The Company has received three notices in writing from Members along with the requisite deposits under section 160 of the Act proposing candidature of these three Independent Directors and the Board of Directors recommends their appointment. The Company has also received the relevant declarations from proposed appointee pursuant to Section 149(7) of the Act, that they meet the criteria of independence as provided under section 149(6) of Act and that they are not disqualified to become Directors under the Act; and in the opinion of the Board of Directors, they fulfill the conditions specified in the Act, rules made thereunder, read with the Clause 49 of the listing agreement as amended, for their appointment as the Independent Directors of the Company and that they are independent of the management.

10.COMPLIANCE CERTIFICATE:

As required under section 383A of the Companies Act, 1956, the Compliance Certificate issued by Mr. Vipin Mehta, Practicing Company Secretary for the financial year ending 31st March, 2014 and same has been attached as part of the Directors'' Report.

11. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors confirm the following:

A. In preparation of Annual accounts for the financial year ended 31 March, 2014, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

B. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period.

C. Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

D. The Directors have prepared the Annual Accounts for the financial year ended 31st March, 2014 on going concern basis.

12. AUDITORS:

M/s. Santosh Shah & Associates (formerly known as M/s. Yadav Pujara & Shah), Chartered Accountants having Firm Registration No.121711W, Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting of the Company, and being eligible offer themselves for re-appointment. The Company has received a letter from them to that effect that their appointment, if made, would be within the limit prescribed under section 139 of the Companies Act, 2013. Your Directors recommend their re-appointment. Pursuant to the provision of Section 143 of the Companies Act, 2013 the Board has proposed appointment of Branch Auditors to carry on the Audit activities at respective branches of the Company in previous year. The Board has proposed to appoint Branch Auditors at its various Branches.

13. AUDITORS'' REPORT:

There are no qualifications contained in the Auditors'' Report and therefore no further explanation is required to be provided. The notes to the accounts are referred in the Auditors'' Report are self explanatory and, therefore do not call for any further comments.

14. AMALGAMATION:

The Board of Directors in its meeting held on 5th August, 2013 has approved the Scheme of amalgamation of Roopsangam Holdings Limited, wholly owned subsidiary of the Company, with the Company. Subsequently, pursuant to clause 24f of the Listing Agreement entered with Bombay Stock Exchange (BSE), the Company had submitted an application to BSE for obtaining its approval for the aforesaid Scheme of Amalgamation. On 2nd May, 2014, BSE has issued ''No Objection Letter'' to the Company for the same. The Scheme of Amalgamation along with other documents submitted to BSE and the ''No Objection Letter'' issued by BSE has been uploaded on the website of the Company.

15. HUMAN RESOURCE MANAGEMENT:

The Company has experienced and trained manpower. There is favourable work environment which encourages superior performance. Since the Company is in the Service Industry, Human Resource continues to be one of the focus areas of the Company. Respect for individual, open work culture, effective communication, fair and equitable treatment and welfare of employees are significant.

16. CORPORATE GOVERNANCE:

The Company is listed on Bombay Stock Exchange and it has from time to time complied with the conditions of Clause 49 of the Listing Agreement till date. The detailed report on Corporate Governance forming part of Directors'' Report is annexed to this Annual Report.

The Certificate from Mr. Vipin Mehta, Practicing Company Secretaries, in respect of Clause 49 of the Listing Agreement is also attached with the Annual Report.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year under review as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchange is set out in a separate section forming part of the Annual Report.

18. INSURANCE:

The Assets of the Company have been adequately insured, wherever necessary.

19. DEPOSITORY SYSTEM:

Your Company''s Equity Shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As on 31st March, 2014, 77.08% of the Equity Shares of your Company were held in demat form.

20. SUBSIDIARY COMPANIES:

The Company has two Subsidiary Companies i.e Trade Wings Hotels Limited and Roopsangam Holdings Limited.

As directed by the Central Government, the summarized financials of all the Subsidiaries have been furnished under the heading "Financial Information of Subsidiary Companies under section 212(8) of the Companies Act, 1956" which forms part of the Annual Report.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Balance Sheet, the Profit and Loss Account (Statement of Profit and Loss) and other documents of its subsidiary companies to the Balance Sheet of the Company. Vide General Circular No. 2/2011 dated February 8, 2011 issued by the Government of India (Ministry of Corporate Affairs), general exemption has been granted to companies from attaching financial statements of subsidiaries, subject to fulfillment of conditions stated in the said circular. Accordingly, the Balance Sheet, the Profit and Loss Account (Statement of Profit and Loss) and other documents of the Subsidiary Company are not attached to the Balance Sheet of the Company. The Annual Accounts of these Subsidiaries and related detailed information will be made available to any Member of the Company/its Subsidiaries seeking such information at any point of time and are also available for inspection by any Member of the Company / its Subsidiaries at the Registered Office of the Company or the respective Subsidiary Companies.

21. HOLDING COMPANY:

Your Company is Subsidiary Company of Narayani Hospitality & Academic Institution Private Limited.

22. ACKNOWLEDGEMENTS:

The Directors also take this opportunity to thank Ministry of Corporate Affairs, BSE Limited, Financial Institutions & Banks, Government Authorities, Stakeholders and Business Associates for their continuous support during the year under review and look forward to their support. Your Directors also wish to convey their deep appreciation to the employees at all levels for their enormous personal efforts, commendable teamwork, exemplary professionalism and enthusiastic contribution to the growth of the Company during the year.

For and on behalf of Board of Directors of TRADE-WINGS LIMITED, Dr. Shailendra P. Mittal Mr. Vinayak Ubhayakar Chairman Managing Director (DIN: 00221661) (DIN: 00221822) Add.: 62-A, Mittal Bhavan, Add.: 8, Joydene, Peddar Road, 21, Mereweather Road, Mumbai - 400 026, Colaba, Mumbai 400 039.

Date: 12th August, 2014 Place: Mumbai


Mar 31, 2013

To, The Members Trade Wings Limited

The Directors are presenting their 63rd Annual Report and the Audited Statements of Accounts of the Company for the financial year ended 31s March, 2013

1. FINANCIAL HIGHLIGHTS;

For the year For the year ended ended 31.03.2013 31.03.2012

Net Sales/ Income from Operations Othcr Income 173708044 176328428

Profit/(Loss) before Interest, Depreciation and Taxes 21673921 23061292

Interest 17405862 15387203

Depreciation 1962134 1928285

Profit/(Loss) before Taxes 2305925 5745804

Provision for Taxes:

Current 800000 2439549

FBT

Deferred 40128 202810

Pro vision of Tuxes for earlier year written back NIL 228811

Provision for Profit or (Loss) in Partner ship firm (183121) 192290

Profit / (Loss) after Taxes 1362932 3930167

Profit (Lo ss) b rough* fo rwa rd 25887422 21957257

Balance in Profit & Loss Accounts carried forward 27250355 25887423

2. FINANCIAL PERFORMANCE:

Company''s turnover is Rs. 17,37,08,044/- for the year under review as compared to Rs, 17,63,28,428/- for the previous year. The profil after taxes for the current year was reduced to Rs. 13,62,932/- from Rs. 39,30,167/- for the previous year. Decrease in profit is due to many reasons such as rise in overall costs, inflation, severe competition from competitors which-made company to provide services at competitive prices for survival

3. OPERATIONS:

The Company is engaged in the business of travel and tourism. The operations of the Company are in complete flow. The Company is running on the path of progress and profitability and is constantly making efforts to enter the global market.

4. DIVIDEND:

In order to sustain growth and introduce new profitable projects in future, your Directors wish to conserve the cash resources. Therefore they do not recommend any dividend on the Equity Shares for the year under review.

5. FIXED DEPOSITS:

The Company lias not accepted any fixed deposits falling with the preview of the Companies Act, 1956 or rules made thereunder and, as such, no amount of principal or interest was outstanding as on the date of Balance sheet.

6. BUY BACK OF SHARES:

During the financial year under review, the Company lias not offered to buy-back any of its outstanding shares.

7. CONSERVATION OF ENKRC V AND TECHNOLOGY ABSORPTION:

Since the company is in service industry, the provisions of Section 217 (1) (e) regarding information on conservation of energy and technology absorption are not applicable.

However the information, as applicable, is given hereunder:

A. CONSERVATION OF ExNERGY:

The operations of the Company are not energy intensive. Nevertheless, continuous efforts are being made by the Company and its employees to reduce the wastage of scarce energy resources.

B. TECHNOLOGY ABSORPTION:

Whenever there is requirement, the Company evaluates the best technology available globally for improving the productivity and quality of its service operations.

C. RESEARCH AND DEVELOPMENT:

The Company emphasizes on research and development for better customer satisfaction.

D. FOREIGN EXCHANGE EARNINGS AND OUTGO:

(In Rupees)

Particulars | 31st March, 2013 31st March, 2012

Earnings Nil Nil

Outgo ~ ~ 17,03;43G/- '' 16,23,486/- j

The Company is currently operating in domestic market only and hence not having any foreign exchange earnings. However, the Company is making continuous efforts to expand its business operation outside India by setting-up its Branches over there.

8. PERSONNEL:

The Company is professionally managed and has very cordial relationship with all its employees. Highly qualified personnel from the relevant fields assist the top level Management. Your Directors wish to place on record their deep appreciation of the dedicated and efficient services rendered by them.

During the year under review, the Company has no employees drawing remuneration more than the specified limit prescribed under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

9. DIRECTORS:

Mr. R, Vaidhyanaihan, Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment The Board recommends his re-appoinunent.

10. COMPLIANCE CERTIFICATE:

As required under Section 383A of the Companies Act, 1956, the Compliance Certificate issued by Mr. Hemanshu Kapadia of M/s. Hemanshu Kapadia & Associates, Practicing Company Secretaries has been attached as part of the Directors1 Report.

11. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm the following:

A. In preparation of Annual accounts for the financial year ended 31*1 March, 2013, the applicable Accounting Standards have been followed along with proper explanation relating to material departure s, if any.

B. The Directors have selected such accounting policies and applied them consistendy and made judgments and estimates that are reasonable and prudent so a& to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profi t of the Company for that per iod.

C. Directors have taken proper and sufficient care for Hie maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

D. The Directors have prepared the Annual Accounts for the financial year ended 31* March, 2013 on going concern basis.

12. AUDITORS;

M/s. Yadav Pujara & Shah, Chartered Accountants having Firm Registration No. 121711W, Statutory Auditors of die Company, will retire at the conclusion of the ensuing Annual General Meeting, and being eligible oiler themselves for re-appointment for the financial year 2013-2014. The Company has received a letter from them to that effect that their appointment, if made, would be within the limit prescribed under section 224 (IB) of the Companies Act, 1956.

The Company is following the provision of Section 226 under the Companies Act 1956 and has accordingly appointed Branch Auditors to carry on the Audit activities at respective branches of the Company in previous year. The Board has proposed to appoint Branch Audi lor s at its various Branches.

13. AUDITORS* REPORT:

There arc no qualifications contained in the Auditors'' Report and therefore no farther explanation is required to be provided.

The notes to the accounts are referred in the Auditors'' Report are self - explanatory and, therefore do not call for any further comments.

14. H UMAN RESOURCE MANAGEMENT:

The Company has experienced and trained manpower. There is favourable work environment which encourages superior performance. Since the Company is in the Service Industry, Human Resource continues to be one of die focus areas of the Company. Respect for individual, open work culture, effective communication, fair and equitable treatment and welfare of employees are significant.

15. CORPORATE GOVERNANCE:

The Company is listed on Bombay Stock Exchange and it has from time to time complied with the conditions of Clause 49 of the Listing Agreement till date. The detailed report on Corporate Governance forming part of Directors'' Report is annexed to this Annual Report.

The Certificate from M/s Hemanshu Kapadia & Associates, Practicing Company Secretaries, in respect of Clause 49 of the Listing Agreement is also attached with the Annual Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for Hie financial year under review as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchange is set out in a separate section forming part of the Annual Report.

17. INSURANCE:

The Assets of the Company have been adequately insured, wherever necessary.

18. DEPOSITORY SYSTEM:

Your Company''s Equity Shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As on 31st March, 2013, 77.07% of the Equity Shares of your Company were held in demat form.

19. SUBSIDIARY COMPANIES:

The Company has two Subsidiary Companies i,e Trade Wings Hotels Limited and Roopsangam Holdings Limited.

As directed by the Central Government, the summarized financials of all the Subsidiaries have been furnished under the heading "Financial In formation of Subsidiary Companies under section 212(8) of the Companies Act, 1956" which forms part of the Annual Report.

The Annual Accounts of these Subsidiaries and related detailed information will be made available to any Member of the Company/its Subsidiaries seeking such information at any point of time and are also available for inspection by any Member of the Company / its Subsidiaries at the Registered Office of the Company or the respective Subsidiary Companies.

20. ACKNOWLEDGEMENTS:

The Directors also take this opportunity to thank Ministry of Corporate Affairs, BSE Limited, Financial Institutions & Banks, Government Authorities, Stakeholders and Business Associates for their continuous support during the year under review and look forward to their support Your Directors also wish to convey their deep appreciation to the employees at all levels for their enormous personal efforts, commendable teamwork, exemplary professionalism and enthusiastic contribution to the growth of die Company during the year.

By Order of the Board For TRADE-WINGS LIMTED

Dr. ShailpwiraP. Mittal Mr. Viuayak Ubhayakar

Chairman Managing Director

Date: 5lh August, 2013

Place: Mumbai


Mar 31, 2012

Dear Members of Trade-Wings Limited

The Directors have pleasure in presenting the 62nd Annual Report and the Audited Statements of Accounts of the Company for the financial year ended March 31,2012.

FINANCIAL HIGHLIGHTS

As on As on 31.03.2012 31.03.2011

Net Sales/ Income from Operations Other Income 176328428 166518097

Profit/ (Loss) before Interest, Depreciation and Taxes 23061292 27006580

Interest 15387203 14980827

Depreciation 1928285 2780705

Profit/(Loss) before Taxes 5745804 9245049

Provision for Taxes:

Current 2439549 5109869

FBT - -

Deferred 202810 219383

Provision of Taxes for earlier year written back 228811 -

Provision for Profit or (Loss) in Partnership firm 192290 302961

Profit/ (Loss) after Taxes 3930167 4657524

Profit/(Loss) brought forward 21957257 17804553

Balance in Profit & Loss Accounts carried forward 25887423 21957257

Proposed Dividend on preference shares (including Tax) 0 5048420

FINANCIAL PERFORMANCE

The Company has maintained its reputation in the market. The Company increased its income from Rs. 16,65,18,097/- to Rs. 17,63,28,428/- with an increase of 5.89%. The profit after tax has decreased due to increase in expenditure such as increase in salary and wages and other employees' benefits. The employees being the most productive resource of the Company, the Company has incurred expenditure for the betterment of employees so as to receive constant, synergical and productive efforts from them which will benefit the Company in long term.

OPERATIONS

The Company is engaged in the business of travel and tourism. The operations of the Company are in complete flow and hence the income of the Company has increased to a considerable extent. The Company is running on the path of progress and profitability and is constantly making efforts to enter the global market.

DIVIDEND

In order to sustain growth and introduce new profitable projects in future, your Directors wish to conserve the cash resources. Therefore they do not recommend any dividend on the Equity Shares for the year under review.

FIXED DEPOSITS

The Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as on the date of Balance sheet.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Since the company is in service industry, the provisions of Section 217 (1) (e) regarding information on conservation of energy and technology absorption are not applicable.

However the information, as applicable, is given hereunder:

1. CONSERVATION OF ENERGY

The operations of the Company are not energy intensive. Nevertheless, continuous efforts are being made by the Company and its employees to reduce the wastage of scarce energy resources.

2. TECHNOLOGY ABSORPTION

Whenever there is requirement, the Company evaluates the best technology available globally for improving the productivity and quality of its operations.

3. RESEARCH AND DEVELOPMENT

The Company emphasizes on research and development for better customer satisfaction.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(In Rupees)

Particulars 31st March, 2012 31st March, 2011

Earnings Nil Nil

Outgo 16,23,486/- 11,56,231/-

The Company is currently not having any foreign exchange earnings. However, the Company is trying to expand its business in the International markets and consequently start making its earnings in foreign exchange also.

PERSONNEL

The Company is professionally managed and has very cordial relationship with all its employees. Highly qualified personnel from the relevant fields assist the top level management. Your Directors wish to place on record their deep appreciation of the dedicated and efficient services rendered by them.

During the year under review, the Company has no employees drawing the remuneration more than the specified limit prescribed under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS

During the year, Mr. Rajan N. Dani, Director of the Company is retiring by rotation and being eligible, offers himself for re-appointment. The Board recommends his reappointment.

Mr. A. G. Merchant who has been appointed as an Additional Director of the Company pursuant to Section 260 of the Companies Act, 1956 and Articles of Association of the Company, by the Board of Directors on 17th March, 2012 is proposed to be appointed as a Non - Executive, Independent Director on the Board of the Company, liable to retire by rotation.

The relevant resolution for re-appointment and appointment are mentioned in the Notice calling the Annual General Meeting.

COMPLIANCE CERTIFICATE

As required under Section 383A of the Companies Act, 1956, the compliance certificate issued by Mr. Hemanshu Kapadia of M/s. Hemanshu Kapadia & Associates, Practicing Company Secretaries has been attached as part of the Directors' Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors confirm the following:

1. In preparation of Annual accounts for the financial year ended March 31, 2012, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

2. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the profit of the company for that period.

3. Directors have taken proper and sufficient care for the maintenance of adequate accounting reports in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the Annual Accounts for the year ended March 31, 2012 on going concern basis.

AUDITORS

M/s. Yadav Pujara & Shah, Chartered Accountants, Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting, and being eligible offer themselves for re-appointment for the financial year 2012-2013.

The Company is following the provision of Section 226 under the Companies Act 1956 and has accordingly appointed Branch Auditors to carry on the Audit activities at respective branches of the Company.

HUMAN RESOURCE MANAGEMENT

The Company has experienced and trained manpower. There is favourable work environment which encourages superior performance. Human Resource continues to be one of the focus areas of the Company. Respect for individual, open work culture, effective communication, fair and equitable treatment and welfare of employees are significant.

CORPORATE GOVERNANCE

The Company is listed on Stock Exchange, Mumbai and it has from time to time, complied with the conditions of clause 49 of the listing Agreement till date. The detailed report on corporate governance forming part of Directors' Report is annexed to this Annual Report.

The certificate from M/s Hemanshu Kapadia & Associates, Practicing Company Secretaries, in respect of Clause 49 of the Listing Agreement is also attached with the Annual Report for the year 2011-2012.

INSURANCE

The Assets of the Company have been adequately insured, wherever necessary.

DEPOSITORY SYSTEM

Your Company's Equity Shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As on 31 March 2012, 77.06% of the Equity Shares of your Company were held in demat form.

SUBSIDIARY COMPANIES

The Company has two Subsidiary Companies i.e Trade Wings Hotels Limited and Roopsangam Holdings Limited.

As directed by the Central Government, the summarized financials of all the subsidiaries have been furnished under the heading "Financial Information of Subsidiary Companies under section 212(8) of the Companies Act, 1956" which forms part of the Annual Report.

The Annual Accounts of these subsidiaries and related detailed information will be made available to any member of the Company/its Subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company / its Subsidiaries at the Registered Office of the Company or the respective Subsidiary Companies.

ACKNOWLEDGEMENTS

The Directors also take this opportunity to thank Ministry of Corporate Affairs, Bombay Stock Exchange Limited, Financial Institutions & Banks, Government Authorities, Stakeholders and Business Associates for their continuous support during the year under review and look forward to their support. Your Directors also wish to convey their deep appreciation to the employees at all levels for their enormous personal efforts, commendable teamwork, exemplary professionalism and enthusiastic contribution to the growth of the Company during the year.

Corporate Office: By Order of the Board

Bhogilal Building, 1st Floor, For TRADE-WINGS LIMITED

18/20 K. Dubash Marg,

Kalaghoda, Fort,

Mumbai 400 023 Dr. Shailejjdra P. Mittal Mr. Vinayak Ubhayakar

Chairman Managing Director

Date: 27th September, 2012.


Mar 31, 2010

The Directors are pleased to present the Sixtieth Annual Report and the Audited Statements of Accounts for the year ended March 31, 2010.

As on As on 31.03.2010 31.03.2009

Net Sales/ Income from Operations Other Income 136476568 102392142

Profit/ (Loss) before Interest, Depreciation and Taxes 15533468 15313522

Interest 10326278 10546018

Depreciation 2955386 2605335

Profit/ (Loss) before Taxes 2251804 2162169

Provision for Taxes:

Current ---- -----

FBT -- 1155000

Deferred 316774 264136

Provision of Taxes for earlier year written back ----- -----

Provision for Profit or (Loss) in Partnership firm 1383870 1864572

Profit/(Loss) after Taxes 2960752 3135877

Profit/ (Loss) brought forward 17476189 16972700

Balance in Profit & Loss Accounts carried forward 17804553 17476189

Proposed Dividend on preference shares 2632388 2632388 (including Tax)

In order to sustain growth and introduce new profitable projects in future, your Directors wish to conserve the cash resources. Therefore they do not recommend any dividend on the Equity Shares for the year under review.

Directors Report

However Directors are giving dividend to Preference shareholder @ 6% on 375000 Preference share capital of Rs. 100/-each which will be paid at the forthcoming Annual General Meeting to the members whose names appear on the Register of Members as on 9th September 2010.

Conservation of Energy and Technology Absorption

Since the company is in service industry, the provisions of Section 217 (1) (e) regarding information on conservation of energy and technology absorption are not applicable.

Foreign Exchange Earnings and outgo:

( In Rupees)

Particulars 31st March, 2010 31st March, 2009

Earnings 27,60,492/- 27,35,111/-

Outgo 4,91,173/- 79,268/-

Personnel

Healthy and cordial relations were maintained between the management and employees through out the year and the Board wishes to place its appreciation on record for the same. Presently no employee of the Company is drawing remuneration in excess of the limits specified under section 217(2A) of the Companies Act, 1956.

Directors

During the year Mr. Ashok Mittal, Director of the Company is retiring by rotation and being eligible, offers himself for re- appointment. You are requested to re-appointment him.

Directors responsibility Statement pursuant to section 217 (2AA)

1. In preparation of Annual accounts for the financial year ended March, 31 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the company at the end of :financial year and of the profit of the company for that period.

3. Directors have proper and sufficient care for the maintenance of adequate accounting reports in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting-fraud and other irregularities.

4. The Directors have prepared the annual accounts on going concern basis.

Auditors

M/s. Yadav Pujara & Shah, Chartered accountants, Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting, is eligible for re-appointment for the financial year 2010-11. They have, pursuant to section 224 (IB) of the Companies Act, 1956 furnished the certificate regarding their eligibility for re-appointment as the Auditors of the Company.

The company is following the provision of Section 226 under the Companies Act 1956 and has accordingly appointed Branch Auditors to carry on the Audit activities at respective branches of the company.

AUDITORS REPORT:

As regards to point 5.1 (a) of Auditors Report and Point 15 of Annexure to Auditors Report, the Board is of the opinion that the Company has made necessary application to central Government as required under section 295 of the Companies Act, 1956 on 31st March 2010. The Approval is yet to be obtained for the same.

As regards to point 10 (a) of the Annexure to the auditors report, the Board is of the opinion that there was a minor delay in making payments of ESIC of Rs. 6759/- in one division only due to circumstances beyond the control of the Company.

As regards to point 11 of the Annexure to the auditors report, the Board is of the opinion that there was a minor one time delay in repayment of installment of Rs. 95,000/- for the month of March due to oversight which has been corrected by making repayment in May.

Corporate Governance

The Company is listed on Stock Exchange, Mumbai and it has from time to time, complied with the conditions of clause 49 of the listing Agreement till date. The detailed report on corporate governance forms part of directors Report and same is annexed to Annual Report.

The certificate from Yadav Pujara & Shah, Chartered Accountants, in respect of clause 49 of the Listing Agreement is also attached with the Annual Report for the year 2009 - 2010

Acknowledgement

Your directors would like to express their grateful appreciation for the assistance and co- operation received from the financial institutions, Banks, Government Authorities and shareholders during the year under review. Your Directors wish to place on record their deep appreciation to all the employees for their commendable teamwork, Exemplary professionalism and enthusiastic contribution during the year.

By Order of the Board

For TRADE-WINGS LIMITED

Dr. Shailendra P. Mittal Mr. Vinayak Ubhayakar

Chairman Managing Director

Corporate Office: 18/20 K Dubash Marg, Kalaghoda, Fort, Mumbai, 400 023.

Date: 7th August, 2010


Mar 31, 2004

The Directors have pleasure in presenting the 54th Annual Report and the Audited Statement of Accounts for the year ended 31st March 2004.

Financial Results:

(in Rupees) 2003-2004 2002-2003

Net Sales / Income from Operations 73,943,578 83,996,453

Other Income 8,212,387 9,128,249

Profit/(Loss) before Interest, Depreciation and Taxes 16,710,953 23,529,772

Interest 12,788.191 18,328,503

Depreciation 3,473,544 4,806,791

Profit/(Loss) before Taxes 449,218 394,478

Provision for Taxes:

Current 34,533 32,000

Deferred 71,680 5,329,758

Provision of taxes for earlier year written back - -

Provision for Loss in Partnership firm 1,782,921 -

Profit/(Loss) after Taxes (1,439,916) (4,967,280)

Profit/(Loss) brought forward 25,243,324 30,210,603

Balance in Profit & Loss Accounts carried forward 23,803,408 25,243,323

Dividends:

In order to sustain growth and introduce new profitable projects in future, your Directors wish to conserve the cash resources. Therefore they do not recommend any dividend.

Conservation of Energy and Technology Absorption

Since the company is in service industry, the provisions of Section 217(e) regarding information on conservation of energy and technology absorption is not applicable.

Foreign Exchange Earnings and Outgo:

The Company earned foreign exchange to the tune of Rs. 30,23,727/- and the Expenditure inclined during the same period were Us. 201,370/-

Personnel:

Healthy and cordial relations were maintained between the management and employees through out the year and the Board, wishes to place its appreciation on the record for the

same. Presently no employee of the company is drawing remuneration in excess of the limits specified under Section 217(2A) of the Companies Act, 1956.

Directors:

Mrs. P A Chotrani, Director will be retiring by rotation at this Annual General Meeting of the company and being eligible she has offered herself for re-appointment.

Mrs. P A Chotrani has expertise in law.

Directors Responsibilty Statement pursuant to Section 217(2AA):

The Board of Directors of your company hereby states:

1. that in preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

2. that the directors have selected such accounting policies and applied them consistently and made jugdements and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

3. that the directors have taken proper and sufficient care for the maintenance of adequate accounting reports in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. that the directors have prepared the annual accounts on a going concern basis.

Auditors:

Mr. Santosh A. Shah, Chartered Accountant, Auditor of the company will retire at the conclusion of the next Annual General Meeting and is eligible for re-appointment He has. pursuant to Section 224(1B) of the Companies Act, 1956 furnished the certificate regarding his eligibility for re-appointment as the Auditors of the Company.

Corporate Governance:

The Company is listed on the Bombay Stock Exchange and it has from time to time. complied with the conditions of Clause 49 of the listing agreement as amended till date. The detailed report on Corporate Governance forms part of the Directors" Report and the same is annexed to the Annual Report.

The certificate of the auditors in respect of compliance of clause 49 of the Companies Act. 1956 is also attached with the Annual Report for the year 2003-2004.

Acknowledgement:

The Board of Directors wishes to thank the hankers, creditors, employees and all other agencies associated with the company at all levels for their continued co-operation and unstinted support extended to the company.

For and On behalf of the Board of Directors

Dr. Shailendra Mittal Chairman

Mumbai

1st September 2004


Mar 31, 2002

The Directors have pleasure in presenting the Fifty-Second Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2002

Financial Results : During the year under review, the Company achieved an aggregate income of Rs 157818990/- and profit of Rs. 15564/-

Dividends : In order to sustain growth and introduce new profitable projects in future, your Directors wish to conserve the cash resources. Therefore they do not recommend any dividend.

Subsidiary Companies : As required under Section 212 of the Companies Act, 1956, the audited statements of accounts along with the Reports of the Boards of Directors for the year ended 31st March, 2002, are annexed.

Technology Absorption and Foreign Exchange Earnings and Outgo :

Since the company is in sevice industry,the provisions of Section 217(e) regarding information on conversation of energy and technology absorption is not made applicable. The Company earned foreign exchange to the tune of Rs. 2184300/- and the Expenditure incurred during the same period were Rs 48955/-

Personnel :

Healthy and cordial relations were maintained between the management and employees through out the year and the Board wishes to place its appreciation on the record for the same. Presently no employee of the company is drawing remuneration in excess of the limits specified under section 217(2A) of the Companies Act, 1956.

Directors :

Smt. P.A.Chotrani will be retiring by rotation at this AGM of the. company, and being eligible she has offered herself for re-appointment.

Shri Suresh Mittal has resigned as director during the year. The Board wishes to place on record its appreciation for the guidance given by Mr. Mittal during his tenure as director.

Directors Responsibility Statement pursuant to Section 217(2AA):

The Board of directors of your company hereby states:

1 .that in preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

2.that the directors have selected such accounting policies and applied them consistently and made judge-ments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

3.that the directors have taken proper and sufficient care for the maintenance of adequate accounting reports in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4.that the directors have prepared the annual accounts on a going concern basis.

Auditors :

M/s Karnik & Kulkarni, Chartered Accountants, Auditors, will retire at the conclusion of the meeting and are eligible for re-appointment. They have, pursuant to Section 224 (1B) of the Companies Act, 1956, furnished the certificate regarding their eligibility for re-appointment as the Auditors of the Company.

Acknowledgement :

The Board of Directors wishes to thank the bankers, creditors, employees and all other agencies associated with the company at all levels for their continued co- operation and unstinted support extended to the Company.

On behalf of the Board of Directors

Dr Shailendra P Mittal Chairman

Mumbai: 30th September 2002


Mar 31, 2000

The Directors have pleasure in presenting the Fiftieth Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2000.

Financial Results : During the year under review, the Company achieved an aggregate income of Rs. 16,74,20,376/-. Highlights of the financial results are as under:

(Rs.)

PARTICULARS 1999-2000 1998-1999

Total Income 16,74,20,376 15,91,54,751

Gross Profit before Depreciation 56,55,979 52,40,172

Depreciation 52,77,161 51,45,739

Profit before Tax 3,78,818 94,433

Provision for Taxation 50,000 10,000

Profit after Tax 3,28,816 84,433

Dividends : In order to sustain growth and introduce new profitable projects in future,your Directors wish to conserve the cash resources. Therefore they do not recommend any dividend.

Subsidiary Companies :

As required under Section 212 of the Companies Act, 1956, the audited statements of accounts along with the Reports of the Boards of Directors for the year ended 31st March, 2000, are annexed.

Conservation of Energy and Technology Absorption

Since the company is in service industry the provisions of Section 217(e) regarding information on conservation of energy and technology absorption is not applicable.

Foreign Exchange Earnings and Outgo :

The Company earned foreign exchange to the tune of Rs 1,07,18,135/- and the Expenditure incurred during the same period were Rs. 20,36,482.76/-.

Personnel:

Healthy and cordial relations were maintained between the management and employees through out the year and the board wishes to place its appreciation on record for the same. Presently no employee of the company is drawing remuneration in excess of the limits specified under section 217(2A) of the Companies Act, 1956.

Directors :

Smt Pooja A.Chotrani was appointed as an Additional Director under Article 120 of the Articles of Association of the Company on 31st of July,2000. She holds office upto the date of the forthcoming Annual Genera! Meeting and is eligible for re- appointment. The Company has received notice in writing under Section 257 of the Companies Act, 1956, proposing the candidature of Smt Pooja Chotrani.

Shri Chhanaulal Jhunjhunwala resigned form directorship as on 31stJuly, 2000 and his resignation was accepted by the Board of Directors. The Board of Directors places on record its appreciation for the valuable services rendered by him during his tenure as a Director.

Shri Ashok Mittal a director retires by rotation under Article 137 of the Articles of Association of the Company and is eligible for re-appointment.

Auditors :

M/s N A Shah Associates, Chartered Accountants, will retire at the conclusion of the ensuing General meeting. Your Auditors wide their letter dated November 1, 2000, communicated their inability to continue as the Auditors due to their professional pre- occupation. The Board of Directors places on record their appreciation for the valuable services rendered by the Auditors during their tenure. Further, a Special Notice has been received by the company, from a member, proposing to appoint M/s Karnik & Kulkarni, Chartered Accountants, as auditors of your company, in place of M/s N A Shah Associates, in ensuing Annual Genera! Meeting. Necessary declarations have been obtained from M/s. Karnik & Kulkarni, Chartered Accountants.

Acknowledgement:

The Board of Directors wishes to thank the bankers, creditors , employees and all other agencies associated with the company at all levels for their continued co- operation and unstinted support extended to the Company.

On behalf of the Board of Directors

Dr Shailendra P Mittal Chairman

Mumbai: 28th November, 2000

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