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Trade-Wings Ltd.

BSE: 509953 Sector: Services
NSE: N.A. ISIN Code: INE961E01017
BSE 00:00 | 18 Apr Trade-Wings Ltd
NSE 05:30 | 01 Jan Trade-Wings Ltd
OPEN 48.00
PREVIOUS CLOSE 48.00
VOLUME 25
52-Week high 48.00
52-Week low 48.00
P/E
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 48.00
CLOSE 48.00
VOLUME 25
52-Week high 48.00
52-Week low 48.00
P/E
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Trade-Wings Ltd. (TRADEWINGS) - Director Report

Company director report

</p>

<p ><dhhead>DIRECTORS' REPORT</dhhead></b></p>

<p >To</p>

<p >The Members</p>

<p >Trade Wings Limited</p>

<p >The Directors are pleased to present the Seventy-FirstAnnual Report of

the Company and the Audited Financial Statements for the financial year ended March 31

2021.</p>

<b>

<p >1. FINANCIAL SUMMARY OR HIGHLIGHTS PERFORMANCE OF THECOMPANY:</b></p>

<p >The financial highlights of the Company are given below.Kindly refer

the financial statements forming part of this report for detailed financialinformation:</p>

<b>

<p >(Rupees in Lakhs)</b></font></p>

<table CELLSPACING="0" BORDER="0" WIDTH="100%"cellpadding="2">

<tr>

<td ><font FACE="Arial" SIZE="2"><b>Particulars</b></font></td>

<td ><font FACE="Arial" SIZE="2"><b><p ALIGN="RIGHT">F.Y.

2020-2021</b></font></td>

<td ><font FACE="Arial" SIZE="2"><b><p ALIGN="RIGHT">F.Y.

2019-2020</b></font></td>

</tr>

<tr>

<td ></td>

<td ><font FACE="Arial" SIZE="2"><b><p

ALIGN="RIGHT">(Amountin INR)</b></font></td>

<td ><font FACE="Arial" SIZE="2"><b><p

ALIGN="RIGHT">(Amountin INR)</b></font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">TotalIncome</font></td>

<td ><font FACE="Arial" SIZE="2"><b><p ALIGN="RIGHT">3327.57</b></font></td>

<td ><font FACE="Arial" SIZE="2"><b><p ALIGN="RIGHT">22833.55</b></font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">TotalExpenditure</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">3631.18</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">22896.03</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">Profit/(loss)before

Taxation</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">(303.61)</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">(62.48)</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">Less:Provision for

Taxation</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">3.69</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">50.28</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">NetProfit/(loss)

after Taxation</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">(307.30)</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">(112.76)</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">Balancecarried

forward to Balance Sheet</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">(307.30)</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">(112.76)</font></td>

</tr>

</table>

<p><font FACE="Arial" SIZE="2"><b></p>

<p >2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THEYEAR/STATE OF

COMPANY'S AFFAIR:</b></p>

<p >During the year under review your Company has achieved aturnover of

Rs. 3327.57/- (in lakhs) as compared to turnover of Rs. 22833.55/- (in lakhs) in

previous year. The total expenses of the Company during the reporting period have

decreased to Rs. 3631.18/- (in lakhs) from Rs. 22896.03/- (in lakhs) in the previous

year. During the year under review the loss before tax is Rs. (303.61)/- (in lakhs) as

compared to loss before tax of Rs. (62.48)/- (in lakhs) during the previous year.</p>

<p >In the financial year 2020-2021 the COVID-19 pandemicdeveloped

rapidly into a global crisis forcing governments to enforce lock-downs of all economic

activity and as the Company being mainly in business of Aviation tour and travel

business operation of the Company has been affected adversely resulted into reversalof

the positive momentum losses and slowdown in its operations. In view of unfavourable

impact of COVID-19 pandemic overall performance of the Company has been grosslyaffected.

However your directors believe that the Company will be running on the path ofprogress

and profitability with expansion of its branch networks in coming years. Your Directors

assure the growth of performance in coming years and strive for a bright future foryour

Company.</p>

<b>

<p >3. CHANGE IN THE NATURE OF BUSINESS IF ANY:</b></p>

<p >The Company is engaged in the business of travel andtravel related

services and also in the Cargo business. There was no change in nature of business

activity during the year.</p>

<b>

<p >4. DIVIDEND:</b></p>

<p >In order to sustain growth and execute future plans yourDirectors

wish to conserve the cash resources. Therefore they do not recommend any dividend onthe

Equity Shares for the year under review.</p>

<b>

<p >5. RESERVES:</b></p>

<p >The Company's total Reserves are Rs. 3.18/- (in lakhs) forthe year

under review as compared to Rs. 301.83/- (in lakhs) for the previous year.</p>

<b>

<p >6. DIRECTORS &amp; KEY MANAGERIAL PERSONS:</b></p>

<p >The Company has received declarations u/s 149(7) of theCompanies Act

2013 from all the Independent Directors of the Company confirming that they meet the

criteria of Independence as prescribed under the Companies Act 2013 and in the opinionof

the Board of Directors all the Independent Directors fulfil the criteria ofindependence

as provided u/s 149(6) of the Companies Act 2013 and Rules made thereunder and thatthey

are independent of the management.</p>

<p >The Company has a Policy for performance evaluation ofIndependent

Directors Board Committees and other individual Directors which include criteria for

performance evaluation of the Non-executive Directors and Executive Directors.</p>

<p >The Board and its Committees evaluations involvedquestionnaire driven

discussions that covered a number of key areas/evaluation criteria inter alia the roles

and responsibilities size and composition of the Board and its Committees dynamics of

the Board and its Committees and the relationship between the Board and the Management.

The results of the reviews were discussed by the Board as a whole. Feedback was also

sought on the contributions of individual Directors. Independent Directors at their

Meeting conducted the performance review of the Chairman Non-Independent Directorsand

the Board as a whole in respect of the financial year under review.</p>

<p >Formal Annual Evaluation was made in compliance with allthe applicable

provisions of the Act. The Directors were satisfied with the evaluation results which

reflected the overall engagement of the Board and its Committees with the Company.</p>

<p >The following policies of the Company are attachedherewith marked as

ANNEXURE - 1:</p>

<p >a) Policy for selection of Directors and determiningDirectors

independence; and</p>

<p >b) Remuneration Policy for Directors Key ManagerialPersonnel and

other employees.</p>

<p >None of the Directors are related with each other or KeyManagerial

Personnel <i>(inter-se).</i></p>

<p >The composition of the Board of Directors and KeyManagerial Personnel

(KMP) of the Company as on March 31 2021 are as follows:</font></p>

<table CELLSPACING="0" BORDER="0" WIDTH="100%"cellpadding="2">

<tr>

<td ><font FACE="Arial" SIZE="2"><b>SrNo Name of

Director</b></font></td>

<td ><font FACE="Arial" SIZE="2"><b><p

ALIGN="RIGHT">Designation</b></font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">Dr

ShailendraParmeshwarji Mittal</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Chairperson

and Managing Director</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">MrVishwanathan K

Nair</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Chief

Financial Officer (CFO)</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">MrRamamurthy

Vaidhyanathan</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Independent

Director</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">MrJacinta Bazil

Nayagam</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Independent

Director</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">*MrHemant Ramdas

Panchal</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Non-Executive

Director</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">MsZurica Kevin Pinto</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Compliance

Officer &amp;Company Secretary</font></td>

</tr>

</table>

<p><font FACE="Arial" SIZE="2"></p>

<p >The details of directors or key managerial personnel whowere appointed

or have resigned during the year are as follows:</p>

<p >*The office of Mr Hemant Ramdas Panchal as Non-ExecutiveAdditional

Director of the Company was vacated with effect from 31st December 2020 (i.e. the last

date on which the Annual General Meeting should have been held for financial year

2019-2020) due to the nonholding of seventieth (70th) Annual General Meeting forfinancial

year 2019-2020 within statutory timelines or extended timelines.</p>

<p >Mr Hemant Ramdas Panchal was appointed as Non-ExecutiveAdditional

Director of the Company with effect from 18<sup>th</sup>January 2021 by the Board of

Directors on the recommendations of Nomination and Remuneration Committee.</p>

<p >The appointment of Mr Hemant Ramdas Panchal wasregularized and

approved with effect from 22nd February 2021 by the members at the Seventieth (70th)

Annual General Meeting of the Company held for the financial year 2019-2020.</p>

<b>

<p >7. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATECOMPANIES:</b></p>

<p >The Company currently has one Wholly Owned SubsidiaryCompany viz.

Trade Wings Hotels Limited.</p>

<p >Trade Wings Hotels Limited recorded a total income of Rs.702.19/- (in

lakhs) during the financial year 2020 - 2021. The Profit/ Loss after tax stood at Rs.

(337.95)/- (in lakhs) for the financial year ended March 31 2021.</p>

<p >The Company did not have any Joint Venture or AssociateCompany during

the year under review.</p>

<p >As required pursuant to first proviso to sub-section (3)of section 129

read with Rule 5 of Companies (Accounts) Rules 2014 Form AOC-I forms part of this

report marked as <b>ANNEXURE -2.</b></p>

<p >In accordance with the Companies Act 2013 and applicableaccounting

standard the audited Consolidated Financial Statements of the Company are provided and

form part of the Annual Report. Further pursuant to the provisions of Section 136 ofthe

Act the Financial Statements of the Company Consolidated Financial Statements alongwith

relevant documents and</p>

<p >separate audited accounts in respect of Subsidiaries areavailable on

the website of the Company.</p>

<p >Pursuant to the requirements of Regulation 34 (3) readwith Schedule V

of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the

details of Loans/Advances made to and investments made in the subsidiary have been

furnished in Notes forming part of the Accounts.</p>

<b>

<p >8. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/ JOINT

VENTURES / ASSOCIATE COMPANIES:</b></font></p>

<table CELLSPACING="0" BORDER="0" WIDTH="100%"cellpadding="2">

<tr>

<td ><font FACE="Arial" SIZE="2">SrNo. Name of

Company</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Subsidiary/

Joint ventures/ Associate Company</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Date

of cessation of Subsidiary/ Joint ventures/ Associate Company</font></td>

</tr>

<tr>

<td ></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">NA</font></td>

<td ></td>

</tr>

</table>

<p><font FACE="Arial" SIZE="2"><b></p>

<p >9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIALCONTROLS WITH

REFERENCE TO THE FINANCIAL STATEMENTS:</b></p>

<p >The Company has devised appropriate systems and frameworkfor adequate

internal financial controls with reference to financial statements commensurate withthe

size scale and complexity of its operations including proper delegation of authority

policies and procedures effective IT systems aligned to business requirements riskbased

internal audit framework risk management framework and whistle blower mechanism.</p>

<p >The Audit Committee regularly reviews the internal controlsystem to

ensure that it remains effective and aligned with the business requirements. In case

weaknesses are identified as a result of the reviews new procedures are put in placeto

strengthen controls.</p>

<p >During the year under review controls were tested and noreportable

material weaknesses in design and operations were observed. The Auditors also report in

their Report on adequacy of internal financial control.</p>

<b>

<p >10. AUDITORS AND AUDIT REPORTS:</p>

<p >A) STATUTORY AUDITORS:</b></p>

<p >M/s Aalok Mehta &amp; Co Chartered Accountants (FirmRegistration No.

126756W) were appointed as Statutory Auditor to fill casual vacancy cause due to Deathof

Mr G. R. Kapadia Senior Partner of M/s Kapadia Makwana Associates (FRN No. 126509W) in

its Board meeting held on 20<sup>th</sup>November 2020. They were appointed by the

shareholders in the 70<sup>th</sup> Annual General Meetingto hold office from the

conclusion of the 70<sup>th</sup> Annual General Meetingof the Company till the

conclusion of the 75<sup>th</sup> Annual GeneralMeeting.</p>

<b>

<p >Auditors' Report</b></p>

<p >Audit Report has been issued by M/s Aalok Mehta &amp;Co. Practising

Chartered Accountants who shall hold office till the conclusion of the 75<sup>th</sup>

Annual General Meeting of the Company.</p>

<p >There are no other qualifications reservation or adverseremark or

disclaimer made by the Auditor in their report and therefore there are no further

explanations to be provided for in this Report.</p>

<p >Further no fraud has been reported by the auditors under(12) of

Section 143 of Companies Act 2013.</p>

<b>

<p >B) BRANCH AUDITORS:</b></p>

<p >The Company has its branches in more than 34 cities inIndia. The

Members in the Annual General Meeting of the Company held on September 28 2018 had

authorized the Board of Directors to appoint Branch Auditors and to fix their

remuneration. Pursuant to the provisions of Section 143(8) of the Companies Act 2013the

Board of Directors had appointed Auditors for the purpose of Branch audit.</p>

<p >M/s Aalok Mehta &amp; Co. Chartered AccountantsMumbai (Firm

Registration No. 126756W) M/s Pradeep Samant &amp; Co. Chartered AccountantsMumbai

(Firm Registration No.</p>

<p >108028W) M/s V.V. Khare &amp; Co. CharteredAccountants Mumbai (Firm

Registration No. 105110W) and M/s Dheeraj Soni &amp; Associates CharteredAccountants

Maharashtra (Firm Registration No. 140331W) had been appointed by the Board as theBranch

Auditors of the Company for the financial year 2020-2021 to audit the various branchesof

the Company.</p>

<b>

<p >C) INTERNAL AUDITORS:</b></p>

<p >Pursuant to Section 138 of the Companies Act 2013 readwith Rule 13 of

the Companies (Accounts) Rules 2014 the Company had constituted the Internal Audit

Department and Mr. Arun Gawankar was heading the Internal Audit Department of theCompany.</p>

<b>

<p >D) SECRETARIAL AUDITORS:</b></p>

<p >Pursuant to the provisions of Section 204 of the CompaniesAct 2013

and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the

Board in their meeting held on 12<sup>th</sup>January 2021 had re-appointed M/s. GHV

&amp; Co. Practising Company Secretaries to undertake the Secretarial Audit ofthe

Company for the financial year 2020-2021 and issue Secretarial Audit Report.Secretarial

Audit Report issued by M/s. GHV &amp; Co Practising Company Secretaries for thefinancial

year 2020 - 2021 in Form MR - 3 forms part of this report and marked as ANNEXURE -3.</p>

<p >The Secretarial Auditors' Report contains adverse remarkswith regard

to the delay in compliance under various regulations of SEBI (Listing Obligations and

Disclosure Requirements) Regulations 2015 for the financial year ended 31<sup>st</sup>

March 2021.</p>

<p >With regard to the adverse remarks the Directors wouldlike to state

that; the current pandemic (COVID-19) has caused a number of problems restricting the

ability to keep our offices from regular functioning. With the increase in number of

positive cases and widespread of the virus as a precautionary/safety measure taken bythe

company all the working staff were on leave. The operations and business of the company

were affected due to the lockdown imposed due to COVID-19. Due to this economicslowdown

the company is not in a position to provide work from home facilities to its staff.Also

the untimely death of the senior partner of our auditor firm arising due to contracting

corona virus delayed the audit of the company accounts. With lack of staff and proper

professional guidance we could not finalize the accounts and</p>

<p >quarterly results within the statutory timeline. Howeverwe are

pleased to confirm that the compliance has been done with a delay and the requisitefines

for delay have been paid.</p>

<b>

<p >11. EXTRACT OF THE ANNUAL RETURN:</b></p>

<p >Pursuant to the provisions of Section 92 of the CompaniesAct 2013

read with Rule 12 of the Companies (Management and Administration) Rules 2014 anextract

of the Annual Return in Form MGT - 9 is annexed to the Directors' Report and marked as<b>ANNEXURE

- 4.</b></p>

<p >The extract of Annual Return is also available on theCompany's website

<u>www.tradewings.in</u>.</p>

<b>

<p >12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE

EARNINGS AND OUTGO:</b></p>

<p >The information as per Section 134(3)(m) of the CompaniesAct 2013

read with the Companies (Account) Rules 2014 with respect to conservation of energy

technology absorption &amp; foreign exchange earnings and outgo are given inANNEXURE - 5

forming part of this report.</p>

<b>

<p >13. DETAILS OF COMMITTEES OF THE BOARD:</b></p>

<p >Currently the Board has 3 Committees: The Audit CommitteeNomination

and Remuneration Committee and Stakeholders' Relationship Committee. The Composition of

various committees and compliances are as per the applicable provisions of theCompanies

Act 2013 along with the Rules made there under. Brief details of various Committeesare

provided hereunder:</p>

<p >A. <b>AUDIT COMMITTEECOMPOSITION</b>:</p>

<p >The Board has an Audit Committee in conformity with theprovisions of

Section 177 of the Companies Act 2013. As on March 31 2021 the constitution of the

Audit Committee was as follows:</font></p>

<table CELLSPACING="0" BORDER="0" WIDTH="100%"cellpadding="2">

<tr>

<td ><font FACE="Arial" SIZE="2"><b>Name

Designation</b></font></td>

<td ><font FACE="Arial" SIZE="2"><b><p

ALIGN="RIGHT">Non-Executive/Ind ependent</b></font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">MrVaidhyanathan

Ramamurthy Chairman (DIN: 02318827)</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Non-Executive

Independent Director</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">MrHemant Ramdas

Panchal Member (DIN: 08602861)</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Non-Executive

Director</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">MrsJacinta Bazil

Nayagam (DIN: Member 07557797)</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Non-Executive

Independent (Woman) Director</font></td>

</tr>

</table>

<p><font FACE="Arial" SIZE="2"></p>

<p >The Audit Committee met 7 (Seven) times during thefinancial year 2020

- 2021. The details of number of Committee Meetings held during the year 2020 - 2021and

attendance of Members of the Committee are given in table below:</font></p>

<table CELLSPACING="0" BORDER="0" WIDTH="100%"cellpadding="2">

<tr>

<td ><font FACE="Arial" SIZE="2"><b>Dateof Audit</b></font></td>

<td COLSPAN="3" ><font FACE="Arial" SIZE="2"><b><p

ALIGN="RIGHT">Nameof Director</b></font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2"><b>Committee</b></font></td>

<td ><font FACE="Arial" SIZE="2"><b><p ALIGN="RIGHT">Mr</b></font></td>

<td ><font FACE="Arial" SIZE="2"><b><p ALIGN="RIGHT">CMr

Hemant</b></font></td>

<td ><font FACE="Arial" SIZE="2"><b><p ALIGN="RIGHT">Mrs

Jacinta Bazil</b></font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2"><b>Meeting</b></font></td>

<td ><font FACE="Arial" SIZE="2"><b><p

ALIGN="RIGHT">Vaidhyanathan</b></font></td>

<td ><font FACE="Arial" SIZE="2"><b><p

ALIGN="RIGHT">Ramdas</b></font></td>

<td ><font FACE="Arial" SIZE="2"><b><p

ALIGN="RIGHT">Nayagam</b></font></td>

</tr>

<tr>

<td ></td>

<td ><font FACE="Arial" SIZE="2"><b><p ALIGN="RIGHT">Ramamurthy</b></font></td>

<td ><font FACE="Arial" SIZE="2"><b><p ALIGN="RIGHT">Panchal</b></font></td>

<td ></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">09.06.2020</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">12.09.2020</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">20.11.2020</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">22.12.2020</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">28.12.2020</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">12.01.2021</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">N.A.</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">12.02.2021</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

</tr>

</table>

<p><font FACE="Arial" SIZE="2"></p>

<p >The office of Mr Hemant Ramdas Panchal as Non-ExecutiveAdditional

Director of the Company was vacated with effect from 31st December 2020 (i.e. the last

date on which the annual general meeting should have been held for financial year

2019-2020) due to the nonholding of seventieth (70th) Annual General Meeting forfinancial

year 2019-2020 within statutory timelines or extended timelines.</p>

<p >Mr Hemant Ramdas Panchal was appointed as Non-ExecutiveAdditional

Director of the Company with effect from 18<sup>th</sup>January 2021 by the Board of

Directors on the recommendations of Nomination and Remuneration Committee.</p>

<p >The appointment of Mr Hemant Ramdas Panchal wasregularized and

approved with effect from 22nd February 2021 by the members at the seventieth (70th)

Annual General Meeting of the Company held for the financial year 2019-2020.</p>

<p >All the members of the Audit committee are financiallyliterate and

have accounting or related financial management expertise as required under theCompanies

Act 2013.</p>

<p >All the major steps impacting the financials of theCompany are

undertaken only after the consultation of the Audit Committee.</p>

<p >During the year under review the Board of Directors ofthe Company had

accepted all the recommendations of the Audit Committee.</p>

<b>

<p >B. NOMINATION AND REMUNERATION COMMITTEE:</b></p>

<p >The Board has Nomination and Remuneration Committee inconformity with

the provisions of Section 178 of the Companies Act 2013 which comprises ofNon-executive

Directors.</p>

<p >As on March 31 2021 the composition of the Nominationand

Remuneration Committee is as follows:</font></p>

<table CELLSPACING="0" BORDER="0" WIDTH="100%"cellpadding="2">

<tr>

<td ><font FACE="Arial" SIZE="2"><b>Name</b></font></td>

<td ><font FACE="Arial" SIZE="2"><b><p ALIGN="RIGHT">Designation</b></font></td>

<td ><font FACE="Arial" SIZE="2"><b><p ALIGN="RIGHT">Non-Executive/

Independent</b></font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">MrVaidhyanathan

Ramamurthy (DIN: 02318827)</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Chairman</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Non-Executive

Independent Director</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">MrsJacinta Bazil

Nayagam (DIN: 07557797)</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Member</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Non-Executive

Independent (Woman) Director</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">MrHemant Ramdas

Panchal (DIN: 08602861)</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Member</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Non-Executive

Director</font></td>

</tr>

</table>

<p><font FACE="Arial" SIZE="2"></p>

<p >The Nomination and Remuneration Committee met 3 (three)times during

the financial year 2020 - 2021. The details of number of Committee Meetings held during

the year 2020- 2021 and attendance of Members of the Committee are given in tablebelow:</font></p>

<table CELLSPACING="0" BORDER="0" WIDTH="100%"cellpadding="2">

<tr>

<td ROWSPAN="2" ><font FACE="Arial" SIZE="2"><b>Date

of Nomination and Remuneration Committee Meeting</b></font></td>

<td COLSPAN="3" ><font FACE="Arial" SIZE="2"><b><p

ALIGN="RIGHT">Nameof Director</b></font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2"><b><p ALIGN="RIGHT">Mr</b>

<b>Vaidhyanathan</b> <b>Ramamurthy</b></font></td>

<td ><font FACE="Arial" SIZE="2"><b><p ALIGN="RIGHT">Mrs

Jacinta Bazil Nayagam</b></font></td>

<td ><font FACE="Arial" SIZE="2"><b><p ALIGN="RIGHT">Mr

Hemant</b> <b>Ramdas</b><b>Panchal</b></font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">09.06.2020</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">12.01.2021</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">N.A.</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">18.01.2021</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

</tr>

</table>

<p><font FACE="Arial" SIZE="2"></p>

<p >The office of Mr Hemant Ramdas Panchal as Non-ExecutiveAdditional

Director of the Company was vacated with effect from 31st December 2020 (i.e. the last

date on which the annual general meeting should have been held for financial year

2019-2020) due to the nonholding of seventieth (70th) Annual General Meeting forfinancial

year 2019-2020 within statutory timelines or extended timelines.</p>

<p >Mr Hemant Ramdas Panchal was appointed as Non-ExecutiveAdditional

Director of the Company with effect from 18<sup>th</sup>January 2021 by the Board of

Directors on the recommendations of Nomination and Remuneration Committee.</p>

<p >The appointment of Mr Hemant Ramdas Panchal wasregularized and

approved with effect from 22nd February 2021 by the members at the seventieth (70th)

Annual General Meeting of the Company held for the financial year 2019-2020.</p>

<p >The appointment of the Directors and Key ManagerialPersonnel is

recommended by the Nomination and Remuneration Committee to the Board. Your Company has

devised the Nomination Policy for the appointment of Directors and Key Managerial

Personnel (KMP) of the Company who have ability to lead the Company towards achieving

sustainable development. The Company has also framed Policy relating to theremuneration

of Directors</p>

<p >Key Managerial Personnel and other Employees. A copy ofthe policy is

appended as ANNEXURE - 1 to the Report.</p>

<b>

<p >C. STAKEHOLDERS' RELATIONSHIP COMMITTEE:</b></p>

<p >The Company has always valued its investors andstakeholders. In order

to ensure the proper and speedy redressal of shareholders' / investors' complaints the

Stakeholders' Relationship Committee was constituted. The role of the Committee is to

consider and resolve securities holders' complaint and to approve / ratify transfer of

securities. The constitution and terms of reference of the Stakeholders' Relationship

Committee is in conformity with the provisions of Section 178(5) of the Companies Act

2013.</p>

<p >As on March 31 2021 the Composition of the Stakeholders'Relationship

Committees as follows:</font></p>

<table CELLSPACING="0" BORDER="0" WIDTH="100%"cellpadding="2">

<tr>

<td ><font FACE="Arial" SIZE="2"><b>Name</b></font></td>

<td ><font FACE="Arial" SIZE="2"><b><p ALIGN="RIGHT">Designation</b></font></td>

<td ><font FACE="Arial" SIZE="2"><b><p ALIGN="RIGHT">Non-Executive/

Independent</b></font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">MrVaidhyanathan

Ramamurthy</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Chairman</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Non-Executive

Independent</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">(DIN:02318827)</font></td>

<td ></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Director</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">MrsJacinta Bazil

Nayagam (DIN:</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Member</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Non-Executive

Independent</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">07557797)</font></td>

<td ></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">(Woman)

Director</font></td>

</tr>

</table>

<p><font FACE="Arial" SIZE="2"></p>

<p >The Stakeholders' Relationship Committee met 4 (Four)times during the

financial year 20202021 The details of number of Committee Meetings held during theyear

2020- 2021 and attendance of Members of the Committee are given in table below:</font></p>

<table CELLSPACING="0" BORDER="0" WIDTH="100%"cellpadding="2">

<tr>

<td ROWSPAN="2" ><font FACE="Arial" SIZE="2"><b>Date

of Stakeholders' Relationship Committee Meeting</b></font></td>

<td COLSPAN="2" ><font FACE="Arial" SIZE="2"><b><p

ALIGN="RIGHT">Nameof Director</b></font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2"><b><p

ALIGN="RIGHT">MrVaidhyanathan Ramamurthy</b></font></td>

<td ><font FACE="Arial" SIZE="2"><b><p

ALIGN="RIGHT">MrsJacinta Bazil Nayagam</b></font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">09.06.2020</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">13.10.2020</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">20.11.2020</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">12.02.2021</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

</tr>

</table>

<p><font FACE="Arial" SIZE="2"><b></p>

<p >14. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:</b></p>

<p >The Board of Directors met 11 (Eleven) times during theFinancial Year

2020-2021. The intervening gap between any two meetings was more than 120 days as

prescribed by the Companies Act 2013. The Ministry of Corporate Affairs and The

Securities Exchange Board of India (SEBI) had granted relaxations from compliances with

certain provisions of Companies Act 2013 and SEBI (Listing Obligations and Disclosure

Requirements) Regulations 2015 respectively owing to the difficulties faced during

COVID-19.</font></p>

<table CELLSPACING="0" BORDER="0" WIDTH="100%"cellpadding="2">

<tr>

<td ROWSPAN="2" ><font FACE="Arial" SIZE="2"><b>Date

of Board Meeting</b></font></td>

<td COLSPAN="4" ><font FACE="Arial" SIZE="2"><b><p

ALIGN="RIGHT">Nameof Director</b></font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2"><b><p ALIGN="RIGHT">Dr

Shailendra Parmeshwarji Mittal</b></font></td>

<td ><font FACE="Arial" SIZE="2"><b><p ALIGN="RIGHT">Mr

Ramamurthy Vaidhyanathan</b></font></td>

<td ><font FACE="Arial" SIZE="2"><b><p ALIGN="RIGHT">Mrs

Jacinta Bazil Nayagam</b></font></td>

<td ><font FACE="Arial" SIZE="2"><b><p ALIGN="RIGHT">'Mr

Hemant Ramdas Panchal</b></font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">05.05.2020</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">No</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">No</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">16.06.2020</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">No</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">No</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">13.10.2020</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">No</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">No</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">20.11.2020</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">No</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">22.12.2020</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">No</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">No</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">28.12.2020</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">No</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">No</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">12.01.2021</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">No</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">18.01.2021</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">No</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">27.01.2021</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">12.02.2021</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">No</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">No</font></td>

</tr>

<tr>

<td ><font FACE="Arial" SIZE="2">22.02.2021</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">No</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">Yes</font></td>

<td ><font FACE="Arial" SIZE="2"><p ALIGN="RIGHT">No</font></td>

</tr>

</table>

<p><font FACE="Arial" SIZE="2"></p>

<p >*The office of Mr Hemant Ramdas Panchal as Non-ExecutiveAdditional

Director of the Company was vacated with effect from 31st December 2020 (i.e. the last

date on which the annual general meeting should have been held for financial year

2019-2020) due to the nonholding of seventieth (70th) Annual General Meeting forfinancial

year 2019-2020 within statutory timelines or extended timelines.</p>

<p >Mr Hemant Ramdas Panchal was appointed as Non-ExecutiveAdditional

Director of the Company with effect from 18<sup>th</sup>January 2021 by the Board of

Directors on the recommendations of Nomination and Remuneration Committee.</p>

<p >The appointment of Mr Hemant Ramdas Panchal wasregularized and

approved with effect from 22nd February 2021 by the members at the seventieth (70th)

Annual General Meeting of the Company held for the financial year 2019-2020.</p>

<p >Further as required under Schedule IV of the CompaniesAct 2013 the

meeting of the Independent Directors of the Company was held on 27<sup>th</sup>January

2021 and all the Independent Directors of the Company were present at the meeting.</p>

<b>

<p >15. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE

(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:</b></p>

<p >The Company has Policy on Prevention of Sexual Harassmentat Work Place

and also constituted Internal Complaint Committee to investigate any complaint receivedon

sexual harassment.</p>

<p >The Company has complied with provisions relating to theconstitution

of Internal Complaints Committee under the Sexual Harassment of Women at Workplace

(Prevention Prohibition and Redressal) Act 2013.</p>

<p >The Company has not received any complaints pertaining tosexual

harassment during the financial year 2020-2021.</p>

<b>

<p >16. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FORDIRECTORS AND

EMPLOYEES:</b></p>

<p >The Vigil Mechanism of the Company provides Directors andEmployees to

report their concerns and has also taken steps to safeguard any person using this

mechanism from victimization and in appropriate and exceptional cases there is direct

access to approach Chairperson of the Audit Committee. The Board of Directors affirmsand

confirms that no personnel have been denied access to the Audit Committee. Protected

disclosures can be made by a whistle blower through an e-mail or dedicated telephoneline

or a letter to the Chairperson of the Audit Committee.</p>

<p >The Policy on vigil mechanism may be accessed on theCompany's website

at the link: <u>http://www.tradewings.in/codes_policies.htm</u><b></p>

<p >17. PARTICULARS OF GUARANTEES OR INVESTMENTS UNDER SECTION186:</b></p>

<p >Particulars of loans given investments made guaranteesgiven and

securities provided are disclosed in the standalone financial Statements which formpart

of this report.</p>

<b>

<p >18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATEDPARTIES:</b></p>

<p >The Company during the year has entered intotransactions as

specified under section 188(1) of the Companies Act 2013 with related parties whichare

in Ordinary Course of business and are on arms' length basis. Further the said

transactions are not material in nature. Accordingly the disclosure of Related Party

Transactions to be provided under section 134(3)(h) of the Companies Act 2013 readwith

Rule 8(2) of the Companies (Accounts) Rules 2014 in Form AOC - 2 is notapplicable.</p>

<p >The related party transactions/ disclosures are providedin the

Standalone Financial Statements which forms part of this report.</p>

<b>

<p >19. DIRECTORS' RESPONSIBILITY STATEMENT:</b></p>

<p >As stipulated under section 134(3)(c) read with Section134(5) of the

Companies Act 2013 your Directors hereby state and confirm that:</p>

<p >a) In preparation of the annual accounts for the financialyear ended

March 31 2021 the applicable Accounting Standards have been followed and there are no

material departures from the same;</p>

<p >b) The Directors have selected such accounting policiesand applied

them consistently and madejudgments and estimates that are reasonable and prudent so asto

give a true and fair view of the state of affairs of the Company as at March 31 2021and

of the profit and loss of the Company for the year ended on that date;</p>

<p >c) The Directors have taken proper and sufficient care forthe

maintenance of adequate accounting records in accordance with the provisions of the

Companies Act 2013 for safeguarding the assets of the Company and for preventing and

detecting fraud and other irregularities;</p>

<p >d) The Directors have prepared the annual accounts on a'going concern'

basis;</p>

<p >e) The Directors have laid down internal financialcontrols to be

followed by the Company and that such internal financial controls are adequate and are

operating effectively during the financial year ended March 31 2021; and</p>

<p >f) The Directors have devised proper systems to ensurecompliance with

the provisions of all applicable laws compliance of applicable secretarial standardsand

that such systems were adequate and operating effectively during the financial yearended

March 31 2021.</p>

<p >Based on the framework of internal financial controls andcompliance

systems established and maintained by the Company the work performed by the Internal

Statutory and Secretarial Auditors and external consultants including the audit of

internal financial controls over financial reporting by the Statutory Auditors and the

reviews performed by the Management and the relevant Board Committees including theAudit

Committee the Board is of the opinion that the Company's internal financial controlswere

adequate and effective during the year under review.</p>

<b>

<p >20. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDINGUNDER THE

INSOLVENCY AND BANKRUPTCY CODE 2016:</b></p>

<p >Your Company has not filed any application under theInsolvency and

Bankruptcy Code 2016. Also no proceeding is pending under the said Code during the

financial year 2020-2021.</p>

<b>

<p >21. COMPLIANCE WITH SECRETARIAL STANDARDS:</b></p>

<p >The Company has complied with applicable SecretarialStandards.</p>

<b>

<p >22. MANAGERIAL REMUNERATION:</b></p>

<p >The information required to be disclosed with respect tothe

remuneration of Directors and KMP's in the Directors' Report pursuant to Section 197 of

the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules 2014 is set out as an ANNEXURE - 6 tothis

Report.</p>

<p >The names of top ten employees of the Company in terms ofremuneration

drawn as required pursuant to Section 197 of the Companies Act 2013 read with Rule5(2)

of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isset

out as an ANNEXURE - 6 to this Report. However there was no employee in the Company

drawing remuneration in excess of limit specified in Rule 5(2)(i) to (iii) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 hence no

such details are provided.</p>

<p >The Managing Director of the Company does not receive anyremuneration

or commission from Holding Company or any of its Subsidiaries.</p>

<b>

<p >23. RISK MANAGEMENT:</b></p>

<p >The Company's robust risk management framework identifiesand evaluates

all the risks that the organization faces such as strategic financial credit market

liquidity security property legal regulatory reputational and other risks. Risk

Management Policy adopted by the Company involves identification and prioritization of

risk events categorization of risks into High Medium and Low based on the business

impact and likelihood of occurrence of risks and Risk Mitigation &amp; Control.</p>

<p >The Company recognizes that these risks need to be managedand

mitigated to protect its shareholders and other stakeholders to achieve its business

objectives and enable sustainable growth. The risk framework is aimed at effectively

mitigating the Company's various business and operational risks through strategic

actions. Risk management is integral part of our critical business activitiesfunctions

and processes. The risks are reviewed for the change in the nature</p>

<p >and extent of the major risks identified since the lastassessment. It

also provides control measures for risks and future action plans.</p>

<p >The Audit Committee reviews adequacy and effectiveness ofthe Company's

internal control environment and monitors the implementation of audit recommendations

including those relating to strengthening of the Company's Risk Management policies

systems and procedures. The Company believes that the overall risk exposure of presentand

future risks remains within risk capacity.</p>

<b>

<p >24. CORPORATE SOCIAL RESPONSIBILITY:</b></p>

<p >It is the Company's continuous endeavour to discharge itsliability as

a corporate citizen of India. As the Company does not fulfil the criteria specifiedunder

Section 135(1) of the Companies Act 2013 it has not constituted CSR Committee or

formulated CSR Policy or made expenditure towards CSR activities during the reporting

period. Further the Company was also not required to mention in the Board's Report

details as required under section 135 of the Companies Act 2013 and the Rules made

thereunder hence no such details are given in this Report.</p>

<b>

<p >25. MANAGEMENT DISCUSSION AND ANALYSIS:</b></p>

<p >As required under Regulation 34(2) read with Schedule V(B) of SEBI

(Listing Obligation and Disclosure Requirements) Regulations 2015 report on

&quot;Management Discussion and Analysis&quot; is attached as ANNEXURE - 7 andforms a

part of this Report.</p>

<b>

<p >26. OTHER DISCLOSURES/ REPORTING:</b></p>

<p >Your Directors state that no disclosure or reporting isrequired in

respect of the following items as there were no transactions on these items during the

year under review:</p>

<p >a) Details relating to deposits covered under Chapter V ofthe Act.</p>

<p >b) Issue of equity shares with differential rights as todividend

voting or otherwise.</p>

<p >c) Issue of shares (including sweat equity shares) toemployees of the

Company under any scheme.</p>

<p >d) Details of payment of remuneration or commission toManaging

Director or Joint Managing Director of the Company from any of its subsidiaries as nosuch

payment were made.</p>

<p >e) Voting rights which were not directly exercised by theemployees in

respect of shares for the subscription/purchase of which loan was given by the Company(as

there is no scheme pursuant to which such persons can beneficially hold shares as

envisaged under section 67(3Xc) of the Companies Act 2013).</p>

<p >f) There are no material changes and commitments affectingthe

financial position of the Company which have occurred between the end of the financial

year of the Company to which the financial statements relate and the date of thereport.</p>

<p >g) No significant and material orders were passed by theregulators or

courts or tribunals impacting the going concern status and Company's operations infuture.</p>

<b>

<p >h)</b> The Central Government hasnot prescribed the maintenance of

cost records under subsection (1) of section 148 of the Companies Act 2013 for any of

the services rendered by the Company.</p>

<b>

<p >27. ACKNOWLEDGEMENTS:</b></p>

<p >Your Directors express their deep gratitude for theco-operation and

support extended to the Company by its members customers suppliers bankers andvarious

government agencies. Your Directors also place on record the commitment and involvementof

the employees at all levels and looks forward to their continued co-operation.</p>

<p >The Directors regret the loss of life due to COVID-19pandemic and are

deeply grateful and have immense respect for every person who risked their life andsafety

to fight this pandemic.</p>

<b>

<p >For and on behalf of Board of Directors of Trade WinesLimited</p>

<p >Dr. Shailendra p. Mittal</b></p>

<p >Chairman &amp; Managing Director DIN: 00221661</p>

<p >Address: 62-A Mittal Bhavan Pedder Road Mumbai -400026</p>

<b>

<p >Date: 7th March 2022 Place: Mumbai</p>

<p >Form No. MR-3</p>

<p >

.