Trade Wings Limited
The Directors have pleasure in presenting the Sixty-Eighth Annual Report of the Companyand the Audited Financial Statements for the financial year ended March 31 2018.
1. Financial summary or highlights / Performance of the Company:
The financial highlights of the Company are given below. Kindly refer the financialstatements forming part of this report for detailed financial information:
| || ||(R upees in . L khs) a |
|Particulars ||2017 - 2018 ||2016 - 2017 |
|Total Income ||27015.98 ||27802.08 |
|Total Expenditure ||27002.47 ||27754.87 |
|Profit! (Loss) before Taxation ||13.51 ||47.21 |
|Less: Provision for Taxation ||5.10 ||12.84 |
|Net Profit!(Loss) after taxation ||8.41 ||34.37 |
|Balance carried forward to Balance Sheet ||8.41 ||34.37 |
2. Brief description of the Company's working during the year/State of Company'saffair:
During the year under review your Company has achieved a turnover of Rs. 26356.19/-(in lakhs) as compared to turnover of Rs. 27239.301- (in lakhs) in previous year. Thetotal expenses of the Company during the reporting period have decreased to Rs.27002.471- (in lakhs) from Rs. 27754.87/- (in lakhs) in the previous year. During theyear under review the profit before tax is Rs. 13.51/- (in lakhs) as compared to profitbefore tax ofRs. 47.21/- (in lakhs) during the previous year.
The Company is running on the path of progress and profitability with expansion of itsbranch networks. Your Directors assure to keep the growth momentum in coming years andstrive for bright future for your Company.
3. Change in the nature of business if any:
The Company is engaged in the business of travel and travel related services and alsodoing Cargo business. There was no change in nature of business activity during the year.
In order to sustain growth and execute future plans your Directors wish to conservethe cash resources. Therefore they do not recommend any dividend on the Equity Shares forthe year under review.
The Company's total Reserves are Rs. 416.47/- (in lakhs) for the year under review ascompared to Rs. 409.68/-(in lakhs) for the previous year.
The amount of Profit transferred to reserves is Rs. 8.411-(in lakhs) for the year underreview.
6. Directors & Key Managerial Persons:
The Company has received declarations U/S 149(7) of the Companies Act 2013 from allthe Independent Directors of the Company confirming that they meet the criteria ofIndependence as prescribed under the Companies Act 2013 and in the opinion of the Boardof Directors all the Independent Directors fulfill the criteria of independence asprovided U/S 149(6) of the Companies Act 2013 and Rules made thereunder and that they areindependent of the management.
The Company has a Policy for performance evaluation of Independent Directors BoardCommittees and other individual Directors which include criteria for performanceevaluation of the Non-executive Directors and Executive Directors.
The Board and its Committees evaluations involved questionnaire-driven discussions thatcovered a number of key areas/evaluation criteria inter alia the roles andresponsibilities size and composition of the Board and its Committees dynamics of theBoard and its Committees and the relationship between the Board and the Management. Theresults of the reviews were discussed by the Board as a whole. Feedback was also sought onthe contributions of individual Directors. Independent Directors at their Meetingconducted the performance review of the Chairman Non-Independent Directors and the Boardas a whole in respect of the financial year under review.
Formal Annual Evaluation was made in compliance with all the applicable provisions ofthe Act. The Directors were satisfied with the evaluation results which reflected theoverall engagement of the Board and its Committees with the Company.
The following policies of the Company are attached herewith marked as ANNEXURE- 1:
a) Policy for selection of Directors and determining Directors independence; and b)Remuneration Policy for Directors Key Managerial Personnel and other employees.
None of the Directors are related with each other or Key Managerial Personnel(inter-se).
As on March 31 2018 following persons are designated as Key Managerial Personnel(KMP):
a. Dr. Shailendra Mittal Chairman and Managing Director b. Mr. Vishwanathan NairChief Financial Officer (CFO) c. Mrs. Zurica Pinto Compliance Officer & CompanySecretary
7. Details of Subsidiary/Joint Ventures/Associate Companies:
The Company currently has one Wholly Owned Subsidiary Company viz. Trade Wings HotelsLimited.
Trade Wings Hotels Limited recorded a total income of Rs. 266496170/- during thefinancial year 2017-18. The Profit after tax stood at Rs.3021246 /- for the financialyear ended March 312018.
The Company did not have any Joint Venture or Associate Company during the year underreview.
As required pursuant to first proviso to sub-section (3) of section 129 read with Rule5 of Companies (Accounts) Rules 2014. Form AOC-l forms part of this report marked asANNEXURE - 2.
In accordance with the Companies Act 2013 and applicable accounting standard theaudited Consolidated Financial Statements of the Company are provided and form part of theAnnual Report. Further pursuant to the provisions of Section 136 of the Act theFinancial Statements of the Company Consolidated Financial Statements along with relevantdocuments and separate audited accounts in respect of Subsidiaries are available on thewebsite of the Company.
Pursuant to the requirements of Regulation 34 (3) read with Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the details ofLoans/Advances made to and investments made in the subsidiary have been furnished in Notesforming part of the Accounts.
8. Details of the Company who ceased to be its subsidiary/ joint ventures/associatecompanies:
|Name of Company ||Subsidiary /Joint ventures / Associate Company ||Date of cessation of Subsidiary / Joint venturesl Associate Company. |
| ||N.A. || |
9. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.
The Company has devised appropriate systems and framework for adequate internalfinancial controls with reference to financial statements commensurate with the sizescale and complexity of its operations including proper delegation of authority policiesand procedures effective IT systems aligned to business requirements risk based internalaudit framework risk management framework and whistle blower mechanism.
The Audit Committee regularly reviews the internal control system to ensure that itremains effective and aligned with the business requirements. In case weaknesses areidentified as a result of the reviews new procedures are put in place to strengthencontrols.
During the year under review controls were tested and no reportable materialweaknesses in design and operations were observed. The Auditors also report in theirReport on adequacy of internal financial control.
10.Auditors and Audit Reports:
A) Statutory Auditors:
Mis. HAM & Co Chartered Accountants (Firm Registration No. 136368W) the StatutoryAuditors of the Company has resigned from the Company with effect from August 24 2018.Based on the recommendation of the Audit Committee the Board has recommended theappointment of Mis. Kapadia Makawana & Co. Chartered Accountants (Firm RegistrationNo. 126509W) as the Statutory Auditors of the Company in their place for a term of fiveconsecutive years from the conclusion of the 68th Annual General Meeting of the Companyscheduled to be held in the year 2018 till the conclusion of the 73nd Annual GeneralMeeting to be held in the year 2023 for approval of shareholders of the Company.
Members are requested to approve the said appointment and fix their remuneration.
There are no qualifications reservation or adverse remark or disclaimer made by theAuditor in their report and therefore there are no further explanations to be providedfor in this Report.
Further no fraud has been reported by the auditors under (12) of Section 143 ofCompanies Act 2013.
B) Branch Auditors:
The Company has its branches in more than 30 cities in India. The Members in theAnnual General Meeting of the Company held on July 27 2017 had authorized the Board ofDirectors to appoint Branch Auditors and to fix their remuneration. Pursuant to theprovisions of Section 143(8) of the Companies Act 2013 the Board of Directors hadappointed Auditors for the purpose of Branch audit.
MIs V.V. Khare & Co. Chartered Accountants Mumbai (Firm Registration No.105110W) MIs Pradeep Samant & Co. Chartered Accountants Mumbai (Firm RegistrationNo. 108028W) MIs S.K. Singhal & Associates Chartered Accountants Delhi (FirmRegistration No. 004807N) and MIs Dheeraj Soni & Associates Chartered AccountantsMaharashtra (Firm Registration No. 140331W) had been appointed by the Board as the BranchAuditors of the Company for the financial year 2017 - 2018 to audit the various branchesof the Company.
The approval of the Members for appointment of Branch Auditors for the financial year2018 - 2019 and remuneration to be paid to them will also be taken up in the ensuingAnnual General Meeting of the Company.
C) Internal Auditors:
Pursuant to Section 138 of the Companies Act 2013 read with Rule 13 of the Companies(Accounts) Rules 2014 the Company had constituted the Internal Audit Department and MrArun Gawankar was heading the Internal Audit Department of the Company.
D) Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board in theirmeeting held on May 30 2017 had re-appointed MIs. GHV & Co. Practising CompanySecretaries to undertake the Secretarial Audit of the Company for the financial year2017-18 and issue Secretarial Audit Report.
Secretarial Audit Report issued by MIs. GHV & Co Practising Company Secretariesfor the financial year 2017 - 2018 in Form MR - 3 forms part of this report and marked asANNEXURE - 3. The Secretarial Auditors' Report does not contain any qualificationsreservations or adverse remarks.
11. Extract of the Annual Return:
Pursuant to the provisions of Section 92 of the Companies Act 2013 read with Rule 12ofthe Companies (Management and Administration) Rules 2014 an extract of the AnnualReturn in Form MGT - 9 is annexed to the Directors' Report and marked as ANNEXURE - 4.
The extract of Annual Return is also available on the Company's websitewww.tradewings.in.
12. Conservation of energy technology absorption and foreign exchange earnings andoutgo:
The information as per Section 134(3)(m) of the Companies Act 2013 read with theCompanies (Account) Rules 2014 with respect to conservation of energy technologyabsorption & foreign exchange earnings and outgo are given in ANNEXURE - 5 formingpart of this report.
13. Details of Committees of the Board:
Currently the Board has 3 Committees: the Audit Committee Nomination and RemunerationCommittee and Stakeholders' Relationship Committee. The Composition of various committeesand compliances are as per the applicable provisions of the Companies Act 2013 alongwith the Rules made there under. Brief details of various Committees are providedhereunder:
A. Audit Committee Composition:
The Board has an Audit Committee in conformity with the provisions of Section 177 ofthe Companies Act 2013. As on March 31 2018 the constitution of the Audit Committee wasas follows:
|Name ||Designation ||Non-Executive/ Independent |
|Mr A. G. Merchant (DIN 05228186) ||Chairman ||Non-Executive Independent |
|Mr R. Vaidhyanathan (DIN: 02318827) ||Member ||Non-Executive Independent |
|Ms Jacinta Nayagam (DIN: 07557797) ||Member ||Non-Executive (Woman) Director |
The Audit Committee met 12 (Twelve) times during the financial year 2017 - 2018. Thedetails of number of Committee Meetings held during the year 2017 - 2018 and attendance ofMembers of the Committee are given in table below:
|Date of Audit Committee Meeting || ||Name of the Director || |
| ||Mr R. Vaidhyanathan ||Mr A.G. Merchant ||Mrs Jacinta Nayagam |
|19.04.2017 ||Yes ||Yes ||Yes |
|30.05.2017 ||Yes ||Yes ||Yes |
|21.06.2017 ||Yes ||Yes ||Yes |
|14.07.2017 ||Yes ||Yes ||Yes |
|08.08.2017 ||Yes ||Yes ||Yes |
|08.09.2017 ||Yes ||Yes ||Yes |
|10.10.2017 ||Yes ||Yes ||Yes |
|14.11.2017 ||Yes ||Yes ||Yes |
|08.12.2017 ||Yes ||Yes ||Yes |
|10.01.2018 ||Yes ||Yes ||Yes |
|14.02.2018 ||Yes ||Yes ||Yes |
|14.03.2018 ||Yes ||Yes ||Yes |
All the members of the Audit committee are' financially literate and have accounting orrelated financial management expertise as required under the Companies Act 2013.
All the major steps impacting the financials of the Company are undertaken only afterthe consultation of the Audit Committee.
During the year under review the Board of Directors of the Company had accepted allthe recommendations of the Audit Committee.
B. Nomination and Remuneration Committee:
The Board has Nomination and Remuneration Committee in conformity with the provisionsof Section 178 of the Companies Act 2013 which comprises of Non-executive Directors.
As on March 31 2018 the composition of the Nomination and Remuneration Committee isas follows:
|Name || ||Designation ||Non-Executive/ Independent |
|Mr. A.G. Merchant ||(DIN: 05228186) ||Chairman ||Non-Executive Independent |
|Mr. R. Vaidhyanathan ||(DIN: 02318827) ||Member ||Non-Executive Independent |
|Mrs. Jacinta Nayagam ||(DIN: 07557797) ||Member ||Non-Executive Women Director |
The Nomination and Remuneration Committee met once during the financial year 2017-18.The details of number of Committee Meetings held during the year 2017-18 and attendance ofMembers of the Committee are given in table below:
|Date of Nomination and Remuneration Committee Meeting ||Mr R. Vaidhyanathan ||Name of the Director Mr A.G. Merchant ||Mrs Jacinta Nayagam |
|30.05.2017 ||Yes ||Yes ||Yes |
The appointment of the Directors and Key Managerial Personnel is recommended by theNomination and Remuneration Committee to the Board. Your Company has devised theNomination Policy for the appointment of Directors and Key Managerial Personnel (KMP) ofthe Company who have ability to lead the Company towards achieving sustainabledevelopment. The Company has also framed Policy relating to the remuneration of DirectorsKey Managerial Personnel and other Employees. A copy of the policy is appended as ANNEXURE- 1 to the Report.
C. Stakeholders' Relationship Committee:
The Company has always valued its investors and stakeholders. In order to ensure theproper and speedy redressal of shareholders' / investors' complaints the Stakeholders'Relationship Committee was constituted. The role of the Committee is to consider andresolve securities holders' complaint and to approve / ratify transfer of securities. Theconstitution and terms of reference of the Stakeholders' Relationship Committee is inconformity with the provisions of Section 178(5) of the Companies Act 2013.
As on March 31 2018 the Composition of the Stakeholders' Relationship Committee is asfollows:
|Name ||Designation ||Non- Executive/lndependent |
|Mr. A. G. Merchant (DIN: 05228186) ||Chairman ||Non-Executive Independent |
|Mr. R. Vaidhyanathan (DIN: 02318827) ||Member ||Non-Executive Independent |
The Stakeholders' Relationship Committee met 4 (Four) times during the financial year2017 - 2018. The details of number of Committee Meetings held during the year 2017 - 2018and attendance of Members of the Committee are given in table below:
|Date of Stakeholders' Relationship Committee Meeting ||Name Mr R. Vaidhyanathan ||of the Director Mr A.G. Merchant |
|30.05.2017 ||Yes ||Yes |
|08.08.2017 ||Yes ||Yes |
|14.11.2017 ||Yes ||Yes |
|14.02.2018 ||Yes ||Yes |
14.Number of meetings of the Board of Directors:
The Board of Directors met six (6) times during the Financial Year 2017 - 2018. Theintervening gap between any two meetings was not more than 120 days as prescribed by theCompanies Act 2013.
| || ||Name of the Director || |
|Date of Board Meeting ||Dr Shailendra Mittal ||MrR. Vaidhyanathan ||MrA.G. Merchant ||Mrs Jacinta Nayagam |
|30.05.2017 ||Yes ||Yes ||Yes ||Yes |
|21.06.2017 ||Yes ||Yes ||Yes ||Yes |
|08.08.2017 ||Yes ||Yes ||Yes ||Yes |
|10.10.2017 ||Yes ||Yes ||Yes ||Yes |
|14.11.2017 ||Yes ||Yes ||Yes ||Yes |
|14.02.2018 ||Yes ||Yes ||Yes ||Yes |
Further as required under Schedule IV of the Companies Act 2013 the meeting of theIndependent Directors of the Company was held on November 14 2017 and all the IndependentDirectors of the Company were present at the meeting.
15.Disclosure under the Sexual Harassment of Women at work place (preventionProhibition and Redressal) Act 2013:
The Company has Policy on Prevention of Sexual Harassment at Work Place and alsoconstituted Internal Complaint Committee to investigate any complaint received on sexualharassment.
The Company has not received any complaints pertaining to sexual harassment during thefinancial year 2017 - 2018.
16.Details of establishment of vigil mechanism for directors and employees:
The Vigil Mechanism of the Company provides Directors and Employees to report theirconcerns and has also taken steps to safeguard any person using this mechanism fromvictimization and in appropriate and exceptional cases there is direct access to approachChairman of the Audit Committee. The Board of Directors affirms and confirms that nopersonnel has been denied access to the Audit Committee. Protected disclosures can be madeby a whistle blower through an e-mail or dedicated telephone line or a letter to theChairman of the Audit Committee.
The Policy on vigil mechanism may be accessed on the Company's website at the link:http://www .tradewings.inl downloadsNigil-Mechanism-Policy.pdf
17.Particulars of guarantees or investments under section 186:
Particulars of loans given investments made guarantees given and securities providedare disclosed in the standalone financial Statements which form part of this report.
18.Particulars of contracts or arrangements with related parties:
The Company during the year has entered into transactions as specified under section188(1) of the Companies Act 2013 with related parties which are in Ordinary Course ofbusiness and are on arms' length basis. Further the said transactions are not material innature. Accordingly the disclosure of Related Party Transactions to be provided undersection 134(3)(h) of the Companies Act 2013 read with Rule 8(2) of the Companies(Accounts) Rules 2014 in Form AOC - 2 is not applicable.
The related party transactions/disclosures are provided in the Standalone FinancialStatements which forms part of this report.
19.Directors' Responsibility Statement:
As stipulated under section 134(3)(c) read with Section 134(5) of the Companies Act2013 your Directors hereby state and confirm that:
a) In preparation of the annual accounts for the financial year ended March 31 2018the applicable Accounting Standards have been followed and there are no materialdepartures from the same;
b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2018 and of the profitand loss of the Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) The Directors have prepared the annual accounts on a 'going concern' basis;
e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively during the financial year ended March 31 2018; and f) The Directors havedevised proper systems to ensure compliance with the provisions of all applicable lawscompliance of applicable secretarial standards and that such systems were adequate andoperating effectively during the financial year ended March 31 2018
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the Internal Statutoryand Secretarial Auditors and external consultants including the audit of internalfinancial controls over financial reporting by the Statutory Auditors and the reviewsperformed by the Management and the relevant Board Committees including the AuditCommittee the Board is of the opinion that the Company's internal financial controls wereadequate and effective during the year under review.
20. Compliance with Secretarial Standards:
The Company has complied with applicable Secretarial Standards.
21. Managerial Remuneration:
The information required to be disclosed with respect to the remuneration of Directorsand KMP's in the Directors' Report pursuant to Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is set out as an ANNEXURE -6 to this Report.
The names of top ten employees of the Company in terms of remuneration drawn asrequired pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is set out asan ANNEXURE - 6 to this Report. However there was no employee in the Company drawingremuneration in excess of limit specified in Rule 5(2)(i) to (iii) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 hence no such detailsare provided.
The Managing Director of the Company does not receive any remuneration or commissionfrom Holding Company or any of its Subsidiaries.
22. Risk Management:
The Company's robust risk management framework identifies and evaluates all the risksthat the organization faces such as strategic financial credit market liquiditysecurity property legal regulatory reputational and other risks. Risk ManagementPolicy adopted by the Company involves identification and prioritization of risk eventscategorization of risks into High Medium and Low based on the business impact andlikelihood of occurrence of risks and Risk Mitigation & Control.
The Company recognizes that these risks need to be managed and mitigated to protect itsshareholders and other stakeholders to achieve its business objectives and enablesustainable growth. The risk framework is aimed at effectively mitigating the Company'svarious business and operational risks through strategic actions. Risk management isintegral part of our critical business activities functions and processes. The risks arereviewed for the change in the nature and extent of the major risks identified since thelast assessment. It also provides control measures for risks and future action plans.
The Audit Committee reviews adequacy and effectiveness of the Company's internalcontrol environment and monitors the implementation of audit recommendations includingthose relating to strengthening of the Company's Risk Management policies systems andprocedures.
The Company believes that the overall risk exposure of present and future risks remainswithin risk capacity.
23. Corporate Social Responsibility:
It is the Company's continuous endeavor to discharge its liability as a corporatecitizen of India. As the Company does not fulfill the criteria specified under Sectionl35(l) of the Companies Act 20l3 it has not constituted CSR Committee or formulated CSRPolicy or made expenditure towards CSR activities during the reporting period. Furtherthe Company was also not required to mention in the Board's Report details as requiredunder section l35 of the Companies Act 2013 and the Rules made there under hence no suchdetails are given in this Report.
24. Management Discussion and Analysis:
As required under Regulation 34(2) read with Schedule V (B) of SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015 report on "Management Discussion andAnalysis" is attached as ANNEXURE - 7 and forms a part of this Report.
25. Other Disclosures / Reporting:
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
a) Details relating to deposits covered under Chapter V of the Act.
b) Issue of equity shares with differential rights as to dividend voting or otherwise.
c) Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
d) Details of payment of remuneration or commission to Managing Director or JointManaging Director of the Company from any of its subsidiaries as no such payment weremade.
e) Voting rights which were not directly exercised by the employees in respect ofshares for the subscription/purchase of which loan was given by the Company (as there isno scheme pursuant to which such persons can beneficially hold shares as envisaged undersection 67(3)(c) of the Companies Act 2013).
t) There are no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
g) No significant and material orders were passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
h) The Central Government has not prescribed the maintenance of cost records undersub-section (1) of section 148 of the Companies Act 2013 for any of the servicesrendered by the Company.
Your Directors express their deep gratitude for the co-operation and support extendedto the Company by its members customers suppliers bankers and various governmentagencies. Your Directors also place on record the commitment and involvement of theemployees at all levels and looks forward to their continued cooperation.
For and on behalf of Board of Directors of
Trade Wings Limited
Dr. Shailendra P. Mittal
Chairman & Managing Director
Address: 62-AMittal Bhavan
Pedder Road Mumbai - 400026
Date: August 24 2018.