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Trade-Wings Ltd.

BSE: 509953 Sector: Services
NSE: N.A. ISIN Code: INE961E01017
BSE 00:00 | 03 Aug Trade-Wings Ltd
NSE 05:30 | 01 Jan Trade-Wings Ltd
OPEN 50.40
PREVIOUS CLOSE 50.40
VOLUME 1
52-Week high 58.70
52-Week low 50.40
P/E 14.69
Mkt Cap.(Rs cr) 15
Buy Price 49.00
Buy Qty 100.00
Sell Price 69.05
Sell Qty 49.00
OPEN 50.40
CLOSE 50.40
VOLUME 1
52-Week high 58.70
52-Week low 50.40
P/E 14.69
Mkt Cap.(Rs cr) 15
Buy Price 49.00
Buy Qty 100.00
Sell Price 69.05
Sell Qty 49.00

Trade-Wings Ltd. (TRADEWINGS) - Director Report

Company director report

To

The Members Trade Wings Limited

The Directors have pleasure in presenting the Sixty-Ninth Annual Report of the Companyand the Audited Financial Statements for the financial year ended March 31 2019.

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:

(Rupees in Lakhs)
Particulars 2018 - 2019 2017 - 2018
Total Income 28471.34 27015.98
Total Expenditure 28451.70 27002.47
Profit! (Loss) before Taxation 19.64 13.51
Less: Provision for Taxation 6.20 5.10
Net Profit/(loss) after taxation 13.41 8.41
Balance carried forward to Balance Sheet 13.41 8.41

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. 27709.88/-(inlakhs) as compared to turnover of Rs.26356. I9/- (in lakhs) in previous year. The totalexpenses of the Company during the reporting period have increased to Rs. 28.451.70/-(inlakhs) from Rs. 27002.47/- (in lakhs) in the previous year. During the year under reviewthe profit before tax is Rs. 19.64/- (in lakhs) as compared to profit before tax of Rs.13.51/- (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.

4. DIVIDEND:

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.

5. RESERVES:

The Company's total Reserves are Rs. 428.28/- (in lakhs) for the year under review ascompared to Rs. 416.48/-(in lakhs) for the previous year.

The amount of Profit transferred to reserves is Rs. 13.41 /- (in lakhs) for the yearunder review.

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 2013and in the opinion of the Board ofDirectors all the Independent Directors fulfill the criteria of independence as providedu/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).

The composition of the Board of Directors of the Company as on March 31 2019 are asfollows:

Sr. No. Name of the Director Designation
1 Dr. Shailendra Parmeshwarji Mittal (DIN:00221661) Chairman & Managing Director
2 Mr Vishwanathan K Nair Chief Financial Officer (CFO)
3 Mr Ramamurthy Vaidhyanathan (DIN: 02318827) Independent Director
4 Ms Jyoti G. Gupta (DIN: 07139260) Additional Non Executive Director
5 Ms Jacinta Bazil Nayagam (DIN: 07557797) Independent Director
6 Ms Zurica David Carton Compliance Officer & Company Secretary

The details of directors or key managerial personnel who were appointed or haveresigned during the year are as follows:

i) Mr A.G. Merchant (DIN: 05228186) Independent Director has resigned w.e.f.

August 31 2018 due to his pre-occupation elsewhere and there are no other materialreasons for the same. ii) Ms Jacita Bazil Nayagam (DIN: 07557797) was appointed as theIndependent Director of the Company by the Board of directors in its meeting held onNovember 13 2018 based on the recommendations of Nomination and Remuneration Committeeand her appointment is proposed by the Board for approval of shareholders at the 69thAnnual General Meeting.

iii) Ms Jyoti G. Gupta (DIN: 07139260) was appointed as Additional Non ExecutiveDirector by the Board of directors in its meeting held on November 13 2018 based on therecommendations of Nomination and Remuneration Committee and her appointment is proposedby the Board for approval of shareholders at the 69th Annual General Meeting.

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. 2970.33/- (in lakhs) duringthe financial year 2018 - 2019. The Profit after tax stood at Rs. II 1.38/- (in lakhs) forthe financial year ended March 31 2019.

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-I 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 I Joint ventures I 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. Kapadia Makawana & Associates Chartered Accountants (Firm Registration No.126509W) are the Statutory Auditors ofthe Company. They were appointed by the shareholders in the 68th Annual General Meeting to hold office from the conclusion of the68hAnnuai General Meeting of the Company till the conclusion of the 73ndAnnuai GeneralMeeting to be held in the year 2023.

Auditors' Report

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 September 28 2018 had authorized the Boardof Directors 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. 105IIOW) Mis Pradeep Samant & Co. Chartered Accountants Mumbai (Firm Registration No.108028W) Mis S. K. Singhal & Associates Chartered Accountants Delhi (FirmRegistration No. 004807N) and Mis Dhceraj Soni & Associates. Chartered AccountantsMaharashtra (Firm Registration No. 140331W) had been appointed by the Board as the BranchAuditors ofthe Company for the financial year 2018 - 2019 to audit the various branchesof the Company.

C) INTERNAL AUDITORS:

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

D) SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board in theirmeeting held on March 25 2019 had re-appointed Mis. GHV & Co. Practising CompanySecretaries to undertake the Secretarial Audit of the Company for the financial year 2018- 2019 and issue Secretarial Audit Report.

Secretarial Audit Report issued by Mis. GHV & Co Practising Company Secretariesfor the financial year 2018 - 2019 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 except one observation as follows:

As required under the Regulation 33(3)(d) of SEB] (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has not submitted the audtted financials forthefinancial year within sixty days from the end of the financial year along with theaudit report. The Company had submitted the clarification letter for the same andthereafier submitted the audited financials along with the audit report to the BombayStock Exchange

The aforesaid observation has been noted by the management and its response to the sameis as under:

As per the Companies (Indian Accounting Standards (IND AS) Rules 2015 IND ASbecame applicable on the Company for the financial year 2017 - 2018. Further Goods andService Tax (GST) was also became applicable effective from July 12017. In view of thetwo major changes in Laws applicable to the Company; the Company had upgraded itsaccounting system with latest technology which could generate MIS useful for theManagement. However while preparing the annual financial statement as well as financialresults for the financial year ended March 31 2018 the Company faced problem inextracting the correct data from accounting system. Due to problem of extractingconsolidated data in correct format the Management was unable to finalize the accountsand present before the Board within stipulated period.

The Company had even approached the software developer as well as vendor to help theCompany in resolving the problems and also hired independent software consultant toexpedite the resolution of above problem. The Software developer consultant andaccounting team had put their best efforts to resolve the aforesaid issues and finalizethe accounts however it couldn't be resolved before last date of declaration of financialresults i.e. May 30 2018 thereby resulting in delay in submission of Audited Standaloneand Consolidated financial statements alongwith Auditors' report thereon to BSE Limited.

The Company had later submitted Audited Standalone and Consolidated financialstatements alongwith Auditors' report as on 31st March 2018 to BSE Ltd on 29th June2019.

11. EXTRACT OF THE ANNUAL RETURN:

Pursuant to the provisions of Section 92 of the Companies Act 2013 read with Rule 12of the 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 2019 the constitution of the Audit Committee wasas follows:

Name Designation Non-Executive/ Independent
Mr R. Vaidhyanathan (DIN: 02318827) Chairman Non-Executive Independent
Ms Jacinta Nayagam(DIN: 07557797) Member Non-Executive Independent (Woman) Director
Ms Jyoti Gupta(DIN: 07139260) Member Non-Executive (Woman) Director

*Mr A.G. Merchant Independent DIrector and Chairman of the Committee had resignedw.e.f. August 31 2018.

The Audit Committee met 8 (Eight) times during the financial year 2018 - 2019. Thedetails of number of Committee Meetings held during the year 2018 - 2019 and attendance ofMembers of the Committee are given in table below:

Date of Audit Committee Meeting Name of the Director
MrR. Vaidhyanathan MrA.G. Merchant Mrs Jacinta Nayagam Ms Jyoti Gupta
09.04.2018 Yes Yes Yes -
09.05.2018 Yes Yes Yes -
29.06.2018 Yes Yes Yes -
09.07.2018 Yes Yes Yes -
13.08.2018 Yes Yes Yes -
24.08.2018 Yes Yes Yes -
13.11.2018 Yes - Yes Yes
13.02.2019 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 2019 the composition of the Nomination and Remuneration Committee isas follows:

Name Designation Non-Executive / Independent
Mr. R. Vaidhyanathan (DIN: 02318827) Chairman Non-Executive Independent
Mrs. JacintaNayagam (DIN: 07557797) Member Non-Executive Independent Women Director
Ms Jyoti Gupta(DIN: 07139260) Member Non-Executive (Woman) Director

*Mr A.G. Merchant Independent Director and Chairman of the Committee had resignedw.e.f. August 31 2018

The Nomination and Remuneration Committee met two times during the financial year 2018- 2019. The details of number of Committee Meetings held during the year 2018-2019 andattendance of Members of the Committee are given in table below:

Date of Nomination and Remuneration Committee Meeting Name of the Director
MrR. Vaidhyanathan MrA.G. Merchant Mrs Jacinta Nayagam Ms Jyoti Gupta
13.08.2018 Yes Yes Yes -
13.11.2018 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 isappended 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 2019 the Composition of the Stakeholders' Relationship Committeeis asfollows:

Name Designation Non-ExecutivelIndependent
Mr. R. Vaidhyanathan (DIN: 02318827) Chairman Non-Executive Independent
Mrs. JacintaNayagam (DIN: 07557797) Member Non-Executive Independent Women Director

*Mr A.G. Merchant Independent Director and Chairman of the Committee had resignedw.e.f. August 312018.

The Stakeholders' Relationship Committee met 4 (Four) times during the financial year2018 - 2019 The details of number of Committee Meetings held during the year 2018-2019and attendance of Members of the Committee are given in table below:

Date of Stakeholders' Relationship Committee Meeting Name of the Director
MrR. Vaidhyanathan Mr A.G. Merchant Mrs. Jacinta Nayagam
29.06.2018 Yes Yes -
13.08.2018 Yes Yes -
13.11.2018 Yes - Yes
13.02.2019 Yes - Yes

14. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met nine (9) times during the Financial Year 2018 - 2019. Theintervening gap between any two meetings was not more than 120 days as prescribed by theCompanies Act 2013.

Date of Board Meeting Name of the Director
Dr Shailendra Mittal MrR. Vaidhyanathan MrA.G. Merchant Mrs Jacinta Nayagam Ms Jyoti Gupta
09.04.2018 Yes Yes Yes Yes
27.04.2018 Yes Yes Yes Yes
29.06.2018 Yes Yes Yes Yes
13.08.2018 Yes Yes Yes Yes
24.08.2018 Yes Yes Yes Yes
18.09.2018 Yes Yes - Yes -
13.11.2018 Yes Yes - Yes Yes
13.02.2019 Yes Yes - Yes Yes
25.03.2019 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 February 13 2019 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 complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

The Company has not received any complaints pertaining to sexual harassment during thefinancial year 2018 - 2019.

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.in/downloadslVigil-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 2013read 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 2019the 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 2019 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 2019; and

f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws compliance of applicable secretarial standards and that suchsystems were adequate and operating effectively during the financial year ended March 312019

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 Section135(1) of the Companies Act 2013 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 135 of the Companies Act 2013 and the Rules made thereunder 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 - 7and forms a part of this Report.

25. CHANGE IN REGISTERED OFFICE OF THE COMPANY:

During the financial year 2018 - 2019 the registered office of the Company has beenshifted within the local limits of ROC Goa from 6 Mascarenhas Building M. G. RoadPanaji Goa 403001 to 1st Floor Naik Building Opp. Don Bosco High School M.G. RoadPanaji Goa 403001

26. 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 under anyscheme.

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).

f) 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.

27. ACKNOWLEDGEMENTS:

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 co-operation.

For and on behalf of Board of Directors of Trade Wings Limited

Dr.Shailendra P. Mittal

Chairman & Managing Director

DIN: 00221661

Address: 62-A Mittal Bhavan

Pedder Road Mumbai - 400026.

Date: May 29 2019.

Place: Mumbai

.