trade wings ltd Directors report

To,

The Members,

Trade Wings Limited

The Directors are pleased to present the Seventy-Third Annual Report of the Company and the Audited Financial Statements for the financial year ended March 31, 2023.

1. FINANCIAL SUMMARY OR HIGHLIGHTS PERFORMANCE OF THE COMPANY:

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

Particulars	F.Y. 2022-23	F.Y. 2021-22	F.Y. 2022-23	F.Y. 2021-22
	(Amount in INR)	(Amount in INR)	(Amount in INR)	(Amount in INR)
	Standalone	Standalone	Consolidated	Consolidated
Total Income	1,84,62,28,594	75,67,38,050	2,17,87,60,953	89,82,87,324
Total Expenditure	1,84,42,52,793	77,36,59,232	2,14,92,72,726	92,74,19,543
Profit/ (loss) before Taxation	19,75,800	(1,69,21,182)	2,94,88,226	(2,91,32,218)
Less: Provision for Taxation	(6,96,392)	2,34,069	38,38,369	23,72,504
Net Profit/ (loss) after Taxation	12,80,408	(1,71,55,251)	3,33,26,919	(3,15,04,722)
Balance carried forward to Balance Sheet	12,80,408	(1,71,55,251)	3,33,26,919	(3,15,04,722)

2. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/ STATE OF COMPANYS AFFAIR:

During the year under review your Company has achieved a revenue of Rs. 1,84,62,28,594 /- as compared to turnover of Rs.75,67,38,050 in previous year. The total expenses of the Company during the reporting period have increased to Rs. 1,84,42,52,793 from Rs. 77,36,59,232/- (in lakhs) in the previous year. During the year under review, the profit/loss before tax is Rs. 19,75,800 as compared to loss before tax of Rs.( 1,69,21,182) /- during the previous year.

The consequences of the COVID-19 continue to reverberate across the companys operations, as the company is primarily involved in the aviation- tour and travel industries. While the companys losses and slowdown in operations over the last two years delayed its momentum, the Board of Directors is glad to report to its members that the company has surmounted the challenges and returned to its positive momentum. True, the negative and ongoing impact of the COVID-19 epidemic continues to weigh on the Companys overall performance. However, your directors try to build up and take the required steps to re-establish its run on the path of success and profitability in the years to follow, through branch network expansion and expansion into allied services. Your Board of Directors ensures the companys growth in the subsequent years and strives for a bright future for your company.

3. CONSOLIDATED FINANCIAL RESULTS

As stipulated by Regulation 33 of the Listing Regulations, the Company has prepared Consolidated Financial Statement in accordance with the applicable accounting standards as prescribed under the Companies (Accounts) Rules, 2014 of the Companies Act, 2013 ("the Act"). The Consolidated Financial Statement reflects the results of the Company and that of its subsidiary and associates. As required under Regulation 34 of the Listing Regulations, the Audited Consolidated Financial Statement together with the Independent Auditors Report thereon is annexed and forms part of this Report.

The summarized Consolidated Financial Statement is provided above in point No.l of this Report.

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

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

5. DIVIDEND:

In view of the losses, your Directors have not recommended any dividend for the financial year ended 31 st March, 2023.

6. RESERVES:

The Companys total Reserves are Rs (1,66,17,908) /- for the year under review as compared to Rs. (1,70,20,814) /- for the previous year.

7. DIRECTORS & KEY MANAGERIAL PERSONS:

The Company has received declarations u/s 149(7) of the Companies Act, 2013 from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under the Companies Act, 2013 and in the opinion of the Board of Directors, all the Independent Directors fulfil the criteria of independence as provided u/s 149(6) of the Companies Act, 2013 and Rules made thereunder and that they are independent of the management.

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

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

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

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

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

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

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

The composition of the Board of Directors and Key Managerial Personnel (KMP) of the Company as on March 31, 2023 are as follows:

Sr No	Name of Director	Designation
1.	Dr Shailendra Parmeshwar Mittal	Chairperson and Managing Director
2.	Mr Vishwanathan K Nair	Chief Financial Officer (CFO)
3.	Mr Ramamurthy Vaidhyanathan	Independent Director
4.	Mr Jacinta Bazil Nayagam	Independent Director (Woman)
5.	Mr Hemant Ramdas Panchal	Non-Executive Director
6.	Ms Zurica David Carton	Compliance Officer & Company Secretary

The company has re-appointed Dr Shailendra Mittal, as the Managing Director of the Company (on continuation basis, without any interruption/ break in service) for a further period of three years with effect from May 30, 2022 till May 29, 2025 which was approved by the Members of the Company in the Annual General Meeting held on 18^th July, 2022.

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

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

Trade Wings Hotels Limited recorded a total income of Rs 34,07,10,076 during the financial year 2022-23. The Profit/ Loss after tax stood at Rs 3,20,48,511/- for the financial year ended March 31, 2023.

The Company did not have any Joint Venture or Associate Company during the year under review. 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 ANNEXURE -2.

8. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/ JOINT VENTURES / ASSOCIATE COMPANIES:

Sr No.	Name of Company	Subsidiary/ Joint ventures/ Associate Company	Date of cessation of Subsidiary/ Joint ventures/ Associate Company
NA

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

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

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

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

10. AUDITORS AND AUDIT REPORTS:

A) STATUTORY AUDITORS:

M/s. Aalok Mehta & Co., Practising Chartered Accountants (Firm Registration No. 126756W), were appointed as the Statutory Auditors of the Company by the shareholders in the 70^th Annual General Meeting to hold office from the conclusion of the 70^th Annual General Meeting of the Company till the conclusion of the 75^th Annual General Meeting to be held for the financial year 2024-25.

Auditors Report

Audit Report has been issued by M/s Aalok Mehta & Co., Practising Chartered Accountants, the Statutory Auditors of the Company. There are no qualifications, reservation or adverse remark or disclaimer made by the Auditor, in their report and therefore, there are no further explanations to be provided for in this Report.

Further, no fraud has been reported by the auditors under (12) of Section 143 of Companies Act, 2013.

B) BRANCH AUDITORS AND CONCURRENT AUDITORS:

The Company has its branches in more than 34 cities in India. 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 Concurrent Auditors and to fix their remuneration. Pursuant to the provisions of Section 143(8) of the Companies Act, 2013, the Board of Directors has appointed Auditors for the purpose of Branch audit and/or concurrent audits.

M/s Aalok Mehta & Co., Chartered Accountants, Mumbai (Firm Registration No. 126756W), M/s V.V. Khare & Co., Chartered Accountants, Mumbai (Firm Registration No. 105110W) M/s. A N Shah & Associates, Chartered Accountants, AMIT BISSA AND ASSOCIATES, Chartered Accountants, Mumbai (Membership No 143651), SABS and Associates, Chartered Accountants, Pune (Firm Registration No 126840W), Sandeep Agrawal Chartered Accountants, Mumbai (Membership No 109375), Powar Samant & Jadhav, Chartered Accountants, Kolhapur (Firm Registration No. 119605W),B. Ganguly & Associates, Kolkata (Firm Registration No. 318132E) and LKS & COMPANY, Chartered Accountants, Pune (Firm Registration No 124481W) had been appointed by the Board as the Branch Auditors/Concurrent Auditors of the Company for the financial year 2022-23, to audit the various branches 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. The Company had appointed Mr Arun Gawankar as an Internal Auditor of the Company who had issued and submitted the internal audit report for every quarter of the financial year 2021-22 before the Board of Directors from time to time. After his resignation the Company has appointed Mr Suresh Shetty as the Internal Auditor of the Company w.e.f. 29^th November, 2022.

D) SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board in their meeting held on February 08, 2022 had re-appointed M/s. GHV & Co., Practising Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2022-23 and issue Secretarial Audit Report. Secretarial Audit Report has been issued by M/s. GHV & Co., Practising Company Secretaries for the financial year 2022-23 in Form MR - 3 marked as ANNEXURE - 3 and forms part of this report.

The Secretarial Auditors Report contains adverse remarks with regard to the non- compliance under various regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 and rule made thereunder:

1. The annual audited financial results for quarter ended June, 2022 and September, 2022 under regulation 33 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has not been submitted within prescribed timelines to the Stock Exchange.	With regard to the adverse remarks the Directors would like to state that; the COVID-19 pandemic affected the regular and timely working of the company. With lack of staff and proper professional guidance we could not finalize the accounts and quarterly results within the statutory timeline resulting in delay.
2. The 71st Annual General Meeting of the Company for the Financial Year 2020-2021 was held on 18th July, 2022 beyond the prescribed timelines provided under the provisions of the Section 96 of the Companies Act, 2013 read with rules made thereunder	However, the company is pleased to inform its members, with its best efforts the compliance has been done with a delay.
3. A statement showing holding of securities and shareholding pattern for quarter ended March, 2022 and March 2023, under sub-regulation (1) of regulation 31 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was submitted beyond prescribed timelines to the Stock Exchange.	Due to inadvertence, the Company failed to file web form DPT-3, within the stipulated time. However, the Company is in process to file the web form DPT-3 for the Financial Year 2022-23.
4. Pursuant to section 73 of the Companies Act, 2013 read with Companies (Acceptance of deposit) Rule, 1975 the company has deposits and exempt deposits as per the Financials Statement for the Financial Year 2022-23 as on date 31st March, 2023. The company has not filed e-form DPT-3 with MCA pertaining to deposits for the financial year 2022-23.
5. Certain provisions of Secretarial Standards 1 and 2 as applicable are not complied with by the Company in convening the Board meetings and maintenance of Statutory registers.	The closing down of the company during the COVID-19 has resulted in delay and non updation of Statutory Registers.
6. Pursuant to 29(1) regulation of the SAST, Any acquirer who acquires shares or voting rights in a target company which taken together with shares or voting rights, if any, held by him and by persons acting in concert with him in such target company, aggregating to five per cent or more of the shares of such target company, shall disclose their aggregate shareholding and voting rights in such target company as per the format disclosures under Regulation 29(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.	The top 10 shareholders of the company has not changed and being such an old listed company the disclosures received at the time of acquisition of shares could not be located. The Board however, will take the effort to receive a fresh disclosure from its shareholders and take it on record at its Board Meetings in the future.
7. The Company has not yet paid reinstatement fees of INR 5,00,0000/- (plus GST@ 18%) Payable after receipt of in principle approval for revocation and prior to approval for resumption of trading. The company has not paid such amount	The Company has faced huge losses during the past two years as a result of the economic slowdown arising from the COVID-19. With the best efforts of the directors and dedicated employees the company has begun on its upward trend however the company is still not in a position to pay such heavy fines and reinstatement fees. The company has made an application requesting BSE to reverse the fines imposed. The Board of Directors are hopeful that BSE will understand the financial position of the company and adhere to this request.
8. The company was liable to pay a SOP fine of INR 27,55,000/- + applicable GST. No Proof for the same found. The company has not paid such amount. However, the company has requested for reduction in amount.

11. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as at 31^st March, 2023 is uploaded on the website of the Company at www.tradewings.in.

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

The information as per Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Account) Rules, 2014 with respect to conservation of energy, technology absorption & foreign exchange earnings and outgo are given in ANNEXURE - 4 forming part of this report.

13. DETAILS OF COMMITTEES OF THE BOARD:

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

A. AUDIT COMMITTEE COMPOSITION:

The Board has an Audit Committee in conformity with the provisions of Section 177 of the Companies Act, 2013. As on March 31, 2023, the constitution of the Audit Committee was as follows:

Name	Designation	Non-Executive/ Independent
Mr Vaidhyanathan Ramamurthy (DIN: 02318827)	Chairman	Non-Executive, Independent Director
Mr Hemant Ramdas Panchal (DIN: 08602861)	Member	Non-Executive Director
Mrs Jacinta Bazil Nayagam (DIN: 07557797)	Member	Non-Executive, Independent (Woman) Director

The Audit Committee met 6 (Six) times during the financial year 2022-23. The details of number of Committee Meetings held during the year 2022-23 and attendance of Members of the Committee are given in table below:

	Name of the Director
Date of Audit Committee Meeting	Mr Vaidhyanathan Ramamurthy	Mr Hemant Ramdas Panchal	Mrs Jacinta Bazil Nayagam
26.04.2022	Yes	Yes	Yes
04.07.2022	Yes	Yes	Yes
21.07.2022	Yes	Yes	Yes
28.10.2022	Yes	Yes	Yes
29.11.2022	Yes	Yes	Yes
08.02.2023	Yes	Yes	Yes

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

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

B. NOMINATION AND REMUNERATION COMMITTEE:

The Board has Nomination and Remuneration Committee in conformity with the provisions of Section 178 of the Companies Act, 2013 which comprises of Non-executive Directors.

As on March 31, 2023, the composition of the Nomination and Remuneration Committee is as follows:

Name	Designation	Non-Executive/ Independent
Mr Vaidhyanathan Ramamurthy (DIN: 02318827)	Chairman	Non-Executive Independent Director
Mrs Jacinta Bazil Nayagam (DIN: 07557797)	Member	Non-Executive Independent (Woman) Director
Mr Hemant Ramdas Panchal (DIN: 08602861)	Member	Non-Executive Director

The Nomination and Remuneration Committee met 1 (One) time during the financial year 2022-23. The details of number of Committee Meetings held during the year 2022-23 and attendance of Members of the Committee are given in table below:

	Name of Director
Date of Nomination and Remuneration Committee Meeting	Mr Vaidhyanathan Ramamurthy	Mrs Jacinta Bazil Nayagam	Mr Hemant Ramdas Panchal
26-04-2022	Yes	Yes	Yes

The Nomination and Remuneration Committee identifies persons who are qualified to become Directors and Key Managerial Personnel in accordance with the criteria laid down and Nomination Policy. The appointment of the Directors and Key Managerial Personnel is recommended by the Nomination and Remuneration Committee to the Board during financial year 2022-23. Your Company has devised the Nomination Policy for the appointment of Directors and Key Managerial Personnel (KMP) of the Company who have ability to lead the Company towards achieving sustainable development. The Company has also framed Policy relating to the remuneration of Directors, Key Managerial Personnel and other Employees. A copy of the policy is appended as ANNEXURE - 6 to the Report.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has always valued its investors and stakeholders. In order to ensure the proper and speedy redressal of shareholders/ investors complaints, the Stakeholders Relationship Committee was constituted. The role of the Committee is to consider and resolve securities holders complaint and to approve / ratify transfer of securities. The constitution and terms of reference of the Stakeholders Relationship Committee is in conformity with the provisions of Section 178(5) of the Companies Act, 2013.

As on March 31, 2023, the Composition of the Stakeholders Relationship Committees as follows:

Name	Designation	Non-Executive/ Independent
Mr Vaidhyanathan Ramamurthy (DIN: 02318827)	Chairman	Non-Executive Independent Director
Mrs Jacinta Bazil Nayagam (DIN: 07557797)	Member	Non-Executive Independent (Woman) Director

The Stakeholders Relationship Committee met 2 (Two) times during the financial year 2022- 23, The details of number of Committee Meetings held during the year 2022-23 and attendance of Members of the Committee are given in table below:

Date of Stakeholders Relationship Committee Meeting	Name of Director
	Mr Vaidhyanathan Ramamurthy	Mrs Jacinta Bazil Nayagam
04-07-2022	Yes	Yes
21-07-2022	Yes	Yes

14. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met Seven (7) times during the Financial Year 2022-2023. The intervening gap between any two meetings was not more than 120 days as prescribed by the Companies Act, 2013.

	Name of Director
Date of Board Meeting	Dr Shailendra P Mittal	Mr Ramamurthy Vaidhyanathan	Mrs Jacinta Nayagam	Mr Hemant Panchal
26/04/2022	Yes	Yes	Yes	Yes
04/07/2022	Yes	Yes	Yes	Yes
21/07/2022	Yes	Yes	Yes	Yes
01/09/2022	Yes	Yes	Yes	Yes
28/10/2022	Yes	Yes	Yes	Yes
29/11/2022	Yes	Yes	Yes	Yes
08/02/2023	Yes	Yes	Yes	Yes

Further, as required under Schedule IV of the Companies Act, 2013, the meeting of the Independent Directors of the Company was held on 8^th February 2023 and all the Independent Directors of the Company were present at the meeting.

15. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has Policy on Prevention of Sexual Harassment at Work Place and also constituted Internal Complaint Committee to investigate any complaint received on sexual harassment.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has not received any complaints pertaining to sexual harassment during the financial year 2022-23.

16. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Vigil Mechanism of the Company provides Directors and Employees to report their concerns and has also taken steps to safeguard any person using this mechanism from victimization and in appropriate and exceptional cases, there is direct access to approach Chairperson of the Audit Committee. The Board of Directors affirms and 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 telephone line or a letter to the Chairperson of the Audit Committee.

The Policy on vigil mechanism may be accessed on the Companys website at the link: http://www.tradewings.in/codes_policies.htm

17. PARTICULARS OF GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Particulars of loans given, investments made, guarantees given and securities provided are disclosed in the standalone financial Statements which forms 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 section 188(1) of the Companies Act, 2013, with related parties which are in Ordinary Course of business and are on arms length basis. Further, the said transactions are not material in nature. Accordingly, the disclosure of Related Party Transactions to be provided under section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC - 2 is not applicable.

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

19. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

Your Company has not filed any application under the Insolvency and Bankruptcy Code, 2016. Also, no proceeding is pending under the said Code during the financial year 2022-23.

20. DIRECTORS RESPONSIBILITY STATEMENT:

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

a) In preparation of the annual accounts for the financial year ended March 31, 2023, the applicable Accounting Standards have been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit and loss of the Company for the year ended on that date;

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

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

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively during the financial year ended March 31, 2023; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws, compliance of applicable secretarial standards and that such systems were adequate and operating effectively during the financial year ended March 31, 2023.

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

21. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

22. MANAGERIAL REMUNERATION:

The information required to be disclosed with respect to the remuneration of Directors and KMPs 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 - 5 to this Report.

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

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

23. RISK MANAGEMENT:

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

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

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

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

24. CORPORATE SOCIAL RESPONSIBILITY:

It is the Companys continuous endeavour to discharge its liability as a corporate citizen of India. As the Company does not fulfil the criteria specified under Section 135(1) of the Companies Act, 2013, it has not constituted CSR Committee or formulated CSR Policy or made expenditure towards CSR activities during the reporting period. Further, the Company was also not required to mention in the Boards 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.

25. MANAGEMENT DISCUSSION AND ANALYSIS:

As required under Regulation 34(2) read with Schedule V(B) of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015, report on "Management Discussion and Analysis" is attached as ANNEXURE - 6 and forms a part of this Report.

26. OTHER DISCLOSURES/ REPORTING:

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

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

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

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

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

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

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

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

h) The Central Government has nut 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.

27. APPRECIATION;

The Directors express their appreciation to all employees of the various divisions for their diligence and contribution to performance. The Directors also record their appreciation for the support and co-operation received from franchisees, dealers, agents, suppliers, bankers and all other stakeholders. Last but not the least, the Directors wish to thank all shareholders for their continued support.

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: 06^th August, 2023

Place; Mumbai