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Auditor Report of Trade Wings Ltd.

Mar 31, 2018

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of Trade Wings Limited (âthe Companyâ), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Managementâs Responsibility for the Standalone Financial Statements

2. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (âInd ASâ) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorâs Responsibility

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

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether these standalone financial statements are free from material misstatement.

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

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

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Ind AS specified under Section 133 of the Act, of the state of affairs (financial position) of the Company as at 31 March 2018, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.^

Emphasis of matter

9. We draw attention to Note 10 to the financial statements, which states that no provision for diminution in the value of the investments in the wholly owned subsidiary- Trade Wings Hotels Limited, has been recognized in the financial statements for the reasons stated in the note.

Our opinion is not qualified in respect of that matter.

Other Matter

10. We have not audited the financial statements of 23 branches & 02 divisions included in the financial statements of the Company, whose financial statements reflect total assets of Rs.2496.14 lakhs and total revenues of Rs.26714.47 lakhs for the year ended on that date, as considered in the financial statements. The financial statements of these branches and divisions have been audited by other auditors.

Report on Other Legal and Regulatory Requirements

11. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order.

12. Further to our comments in Annexure A, as required by Section 143(3) of the Act, we report that:

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

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books

c) The standalone financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act;

f) we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as on 31 March 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report as per Annexure B expressed Unmodified opinion;

g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in the standalone financial statements.

ii. The Company has made provision, as required under the applicable law or Ind AS, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company;

iv. The disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for the period from 8 November 2016 to 30 December 2016 which are not relevant to these standalone financial statements. Hence, reporting under this clause is not applicable.

Annexure A

1) Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

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

(b) The Company has a regular program of physical verification of its fixed assets under which fixed assets are verified in a phased manner over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this program, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification.

(c) The title deeds of immovable properties (which are included under the Note 1 -âProperty, plant and equipmentâ) are held in the name of the Company, except for land and building having a carrying value of Rs. 1.38 lakhs as at March 31, 2018.

2) In our opinion, the management has conducted physical verification of inventory at reasonable intervals during the year. No material discrepancies were noticed on the aforesaid verification.

3) The Company has granted unsecured loans to companies covered in the register maintained under Section 189 of the Act; and with respect to the same: The Company has taken interest bearing unsecured loans and advance from one Director covered in register maintained u/s 189 of Companies Act 2013.

(a) In our opinion the terms and conditions of grant of such loans are not, prima facie, prejudicial to the Companyâs interest.

(b) The schedule of repayment of principal and payment of interest has been stipulated and the repayment/receipts of the principal amount and the interest are regular;

4) In our opinion, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of loans, investments, guarantees and security.

5) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

6) Undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable, except Service Tax Rs.9.73 lakhs ESIC Rs.0.21 lakhs and Professional Tax Rs.0.03 lakhs in Travel Division.

The net dues outstanding in respect of income tax, sales-tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows:

Nature of Statute	Amount Involved
Service Tax	Rs.63.47 Lakhs (Net of amount paid)
Income Tax (Various assessment years)	Not Ascertainable

7) The Company has not defaulted in repayment of loans or borrowings to any financial institution or a bank or government or any dues to debenture-holders during the year.

8) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments). In our opinion, the term loans availed during the year, were applied for the purposes for which the loans were obtained.

9) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.

10) Managerial remuneration has been paid and provided by the Company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.

11) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.

12) In our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the financial statements etc., as required by the applicable Ind AS.

13) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures.

14) In our opinion, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act.

15) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.

Report on the financial control under Clause (i) of Sub-section 3 of Section 143 of the Act:

1. We have audited the internal financial controls over the financial reporting of Trade Wings Limited (hereinafter referred to as âthe Companyâ) as of March 31, 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that dates.

Managements Responsibility for Internal Financial Controls

2. The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities includes the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the adequacy and completeness of the accounting records and the timely preparation of reliable financial information, as required under the Act.

Auditorâs Responsibility

3. Our responsibility is to express opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. These standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedure to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgment, including the assessment of the risk of material misstatement on the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

6. A Companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with generally accepted accounting principles. A Companyâs internal financial control over financial reporting includes those policies and procedures that

7) Pertain to the maintenance of records that, in reasonable details, accurately and fairly reflect the transaction and dispositions of the assets of the company;

8) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the Company; and

9) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companyâs assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

10) Because of the inherent limitations of internal financial control over financial reporting, including the possibility of conclusion or improper management overrides of controls, material misstatements due to fraud or error may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Opinion

11) In our opinion, the Company has in all material respect, an adequate internal financial control system over financial reporting and such internal financial control were operating effectively as at 31^st March, 2018, based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of internal Financial Control over Financial Reporting issued by the Institute of Chartered Accountant of India.

For HAM & CO.

Chartered Accountants

HARDIK SHAH

Partner

Membership No.137026

Firm Registration No.136368W

Mumbai

Date: 29^th June, 2018

Mar 31, 2017

To,

The Members of Trade Wings Limited

Report on the Financial Statements

We have audited the accompanying financial statements of M/S TRADE WINGS LIMITED which comprise the Balance Sheet as at 31^st March, 2017, the statement of Profit and Loss Account, the Cash Flow statement for the year then ended and a summary of the significant accounting policies and other explanatory information. â¢

Managementâs Responsibility for the Financial Statements

Management is responsible for the matters stated in Section 134(5) of the Companies Act, 2013(âthe Actâ) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting principles generally accepted in India, including Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the Assets of the Company and or preventing and detecting fraud and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorâs Responsibility

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

We have taken into account the provisions of the Act and the Rules made there under including the accounting standards and matters which are required to be included in the audit report.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act . Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

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

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

Opinion

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

(a) In the case of Balance Sheet of the State of Affairs of the Company as at 31^st March 2017;

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

Other Matter

We have not audited the financial statements of 23 branches & 02 divisions included in the financial statements of the Company, whose financial statements reflect total assets of Rs.2459.17 lakhs and total revenues of Rs. 1826.51 lakhs for the year ended on that date, as considered in the financial statements. The financial statements of these branches and divisions have been audited by other auditors.

Report on Other Legal and Regulatory Requirements

As required by âthe Companies (Auditorâs Report) Order, 2016 (âthe Orderâ), issued by the Central Government of India in terms of sub-section(l 1) of section 143 of the Act, we give in the Annexure-A statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act.

(e) On the basis of written representations received from the directors as on March 31, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017, from being appointed as a director in terms of Section 164 (2) of the Act

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure-B.

(g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014, in our opinion and to the best of our knowledge and belief and according the information and explanations given to us:

i) The company has disclosed the impact of pending litigations as at March 2017 on its financial positions in its financial^ statements.

ii) The company has made provision as at 31^st March, 2017 as required under the applicable law or accounting standards, for material foreseeable losses. If any, on long-term contracts including derivative contracts.

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2017.

iv) The Company had provide requisite disclosures in its financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 08^th November, 2016 to 30^th December, 2016 in Note No. 25 and these are in accordance with the books of accounts maintained by the Company.

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

b) The fixed assets are physically verified by the Management according to a phase programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

c) The title deeds of the immovable properties, as disclosed in Note 11 on fixed assets to the financial statements are held in the name of the Company, except for land and building having a carrying value of Rs. 1,38,808/- as at March 31, 2017.

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

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

c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been appropriately dealt with in the books of accounts.

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

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

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

c) In respect of the aforesaid loans, there is no amount which is overdue for more than ninety days.

4. In our opinion and according to the information and explanation given to us, the company has complied with the provisions of Section 185 and 186 of the Companies Act 2013 in respect of the loans and investments made, and guarantees and security provided by it.

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

6, In our opinion and according to the information and explanations given to us, the Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 148 of the Act.

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

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

b) There were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employeesâ State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise Duty, cess and other material statutory dues in arrears as at 31^st March, 2017 for a period of more than six months from the date they became payable, except Service Tax Rs.85,464/-, ESIC Rs.6,601/- & Professional Tax Rs.l ,200/- payment in Travel Division;

c) As at 31^st March, 2017, the followings are the particulars of dues on account of Income-Tax, Sales Tax, Service Tax, Wealth Tax, Customs Duty, Excise Duty and Cess that has not been deposited on account of any dispute:

Nature of Statute	Amount Involved
Service Tax	Rs.63.47 Lakhs (Net of amount paid)
Income Tax (Various assessment years)	Not Ascertainable

8. According to the records of the company examined by us and the information and explanations given to us, we are of the opinion that the company is generally regular in making payment of installments (EMI) to bank, except in few cases. However, the same is paid. The company has not taken any loans from the Government and it has not issued any debentures.

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

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

11. The Company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

12. As the Company is not a Nidhi company and the Nidhi Rules, 2014 are not applicable to it; the provisions of Clause 3(xii) of the Order are not applicable to the Company.

13. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Accounting Standards (AS) 18, Related Party disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rule, 2014

14. The Company has not made any preferential allotment of private placement of shares or fully or partly convertible debentures during the year under review. Accordingly the provisions of Clause 3(xiv) of the Order are not applicable to the company.

15. The Company has not entered into any non-cash transactions with its directors or person connected with him. Accordingly, the provision of Clause 3(xv) of the Order is not applicable to the Company.

16. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.

1. We have audited the internal financial controls over the financial reporting of Trade Wings Limited (hereinafter referred to as âthe Companyâ) as of March 31, 2017 in conjunction with our audit of the financial statements of the Company for the year ended on that dates.

Managements Responsibility for Internal Financial Controls

Auditorâs Responsibility

4. Our audit involves performing procedure to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness.

Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgment, including the assessment of the risk of material misstatement on the financial statements, whether due to fraud or error.

Meaning of Internal Financial Controls over Financial Reporting

1) Pertain to the maintenance of records that, in reasonable details, accurately and fairly reflect the transaction and dispositions of the assets of the company;

2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the Company; and

3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companyâs assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

7. Because of the inherent limitations of internal financial control over financial reporting, including the possibility of conclusion or improper management overrides of controls, material misstatements due to fraud or error may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to , future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has in all material respect, an adequate internal financial control system over financial reporting and such internal financial control were operating effectively as at 31^st March, 2017, based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of internal Financial Control over Financial Reporting issued by the Institute of Chartered Accountant of India.

For SANTOSH SHAH & ASSOCIATES

Chartered Accountants

SANTOSH A. SHAH

Partner

Membership No, 46548

Firm Registration No. 121711W

Mumbai

Date: 30th May, 2017

Mar 31, 2015

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

Management's Responsibility for the Financial Statements

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

Auditor's Responsibility

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

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

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

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

Opinion

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

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

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

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

Other Matter

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

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

(f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014, in our opinion and to the best of our knowledge and belief and according the information and explanations given to us:

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

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

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

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

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

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

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

2.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Nature of Statute Amount Iuvolved

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

income Tax (Various assessment Amount not ascertainableI years

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

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

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

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

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

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

For SANTOSH SHAH & ASSOCIATES Chartered Accountants

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

Mumbai Date: 30,hMay, 2015

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

Annexre to the Independent Auditors'' Report

1.

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

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

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

2.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Nature of Statute Amount Involved

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

Income Tax (Various assessment years) Amount not ascertainable

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Date: 28th May, 2014

Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

Opinion

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

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

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

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

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

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

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

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

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

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

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

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

For YADAV PWARA & SHAH

Chartered Accountants

SANTOS A. SHAH

Partner

Membership No. 046548

Firm Registration No. 121711W

Mumbai

Date: 05th August, 2013

Mar 31, 2012

1. We have audited the attached Balance Sheet of Trade Wings Limited (the company) as at 31st March 2012, the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto which we had signed under reference to this report. These financial statements are the responsibility of the management of the company.

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

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

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

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

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

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

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

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

e. On the basis of written representations received from the Directors as on March 31, 2012, and taken on record by the Board of Directors of the company, none of the Directors is disqualified as on March 31, 2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

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

(i) in the case of the Balance Sheet, of the state of affairs of the company as at March, 31st 2012; '

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

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

1.

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

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

c) According to the information and explanations given to us, a substantial part of the fixed assets has been disposed off by the Company during the year. However, it has no effect on the going concern status of the company.

2. '

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

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

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

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

a) The company has granted unsecured loans to companies and a firm. The maximum amount involved during the year and the year end balance of such loans aggregates to Rs.701.11 lacs and Rs.469.71 lacs respectively.

b) The company has taken unsecured loans and advance from Holding company, Subsidiary Companies, director, other companies and firms. The maximum amount involved during the year and the year end balance of such loans aggregates to Rs.388.43 lacs and Rs.244.60 lacs respectively.

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

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

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

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

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

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

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

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

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

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

9.

a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities, except ESIC of Rs.69125/- and Professional Tax of Rs.52555/- of its Travel Division.

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

10. The Company does not have any accumulated losses as at March 31, 2012 and has not incurred any cash losses in the financial year ended on that date & immediate preceding year.

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

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

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

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

15. According to the information and explanations given to us, The Company has given corporate guarantee of Rs.30.00 lacs for M/s Trade Wings Logistics (India) Pvt Ltd. To Vijaya Bank.

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

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

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

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

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

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

Chartered Accountants

SANTOSH A SHAH

Partner

Membership No. 046548

Firm Registration No. 121711W

Mumbai, 27th September, 2012.

Mar 31, 2010

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

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

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

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

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

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

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

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

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

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

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

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

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

5.1 We report that:

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

ANNEXURE TO THE AUDITORS REPORT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

For YADAV PUJARA & SHAH Chartered Accountants

SANTOSH A SHAlL

Partner

Membership No. 046548

Firm Registration No. 121711W

Mumbai, 7th August, 2010.

Mar 31, 2004

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

6.2 We further report that:

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

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

ANNEXURE TO THE AUDITORS REPORT

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

1.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

9.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SANTOSH A. SHAH Chartered Accountant Membership No. 46548

Mumbai, 1st September, 2004.

Mar 31, 2002

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

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

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

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

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

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

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

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

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

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

8. We further report that:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

For KARNIK&KULKARNI Chartered Accountants

A.B. KARNIK Partner.

Dombivli. Dated: 30th September, 2002.

Mar 31, 2000

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

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

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

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

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

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

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

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

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

7. We further report that:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

For N.A.Shah Associates Chartered Accountants

Sandeep Shah Partner

Place: Mumbai Dated: 28 NOV 2000

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