Trade-Wings Ltd Directors Report

To,

The Members,

Trade Wings Limited

The Directors are pleased to present the Seventy-Fourth Annual Report of the Company and the Audited Financial Statements for the financial year ended March 31, 2024.

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:

	Standalone		Consolidated
Particulars	F.Y. 2023-2024 (Amount in INR) Standalone	F.Y. 2022-23 (Amount in INR) Standalone	F.Y. 2023-2024 (Amount in INR) Consolidated	F.Y. 2022-23 (Amount in INR) Consolidated
Total Income	2,13,40,93,288	1,84,62,28,594	2,47,53,86,340	2,17,87,60,953
Total Expenditure	2,13,33,07,335	1,84,42,52,793	2,43,96,89,886	2,14,92,72,726
Profit/ (loss) before Taxation	7,85,953	19,75,800	3,56,96,454	2,94,88,226
Less: Provision for Taxation	(209657)	(6,96,392)	(45,80,949)	38,38,369
Net Profit/ (loss) after Taxation	576296	12,80,408	3,11,15,505	3,33,26,919
Balance carried forward to Balance Sheet	576296	12,80,408	3,11,15,505	3,33,26,919

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 INR 2,13,40,93,288/- as compared to turnover of INR 1,84,62,28,594/- in previous year. The total expenses of the Company during the reporting period have increased to INR 2,13,33,07,335/- from INR 1,84,42,52,793 /- in the previous year. During the year under review, the profit before tax is INR 7,85,953/- as compared to profit before tax of INR 19,75,800 /- during the previous year.

The company has recovered its momentum following the disastrous COVID-19 pandemic, which the board of directors is happy to announce. It is true that even though the Board is trying very hard to make up for the lost time, the COVID-19 pandemic still has a negative influence on the companys overall performance. In the upcoming years, your directors will endeavour to expand the branch network, form strategic relationships, and provide related services in an effort to rebuild the company and ensure profitability. Indias real estate and business sectors are greatly impacted by tourism. Strategies for growth, effectiveness of operations, preferred locations, employee welfare regulations, and sustainability objectives are important considerations which the Board has taken into account while planning for the future.

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.1 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, renting 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 31st March, 2024.

6. RESERVES:

The Companys total Reserves are INR -1,64,80,813/- for the year under review as compared to Rs. (1,66,17,908) /- 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 tenure of Mr. Ramamurthy Vaidhyanathan (DIN: 02318827) as an Independent Director of the Company will be completed effective from 30th September 2024. With the recommendations of Nomination and Remuneration Committee, the Board of the Company has considered and appointed Ms. Jyoti Ghanshyam Gupta (DIN: 07139260) as Independent Director of the Company subject to the consent of the shareholders at their meeting.

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 (NOMINATION AND REMUNERATION POLICY):

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, 2024 are as follows:

Sr. No Name	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. Ms Jacinta Bazil Nayagam	Independent Director (Woman)
5. Ms Jyoti Ghanshyam Gupta	Independent Director (Woman)
6. Mr Hemant Ramdas Panchal	Non-Executive Director
7. Ms Zurica David Carton	Compliance Officer & Company Secretary

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

The Company currently has one Wholly Owned Subsidiary Company i.e., Trade Wings Hotels Limited.

Trade Wings Hotels Limited recorded a total income of INR 34,12,93,052 during the financial year 2023-24. The Profit/ Loss after tax stood at INR 3,05,39,208/- for the financial year ended March 31, 2024.

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.

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

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

10. 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.

11. AUDITORS AND AUDIT REPORTS:

i. 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., Practicing 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.

ii. BRANCH 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 had appointed Auditors for the purpose of Branch audit.

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, Mumbai (Firm Registration No 152559W), 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 of the Company for the financial year 2023-24, to audit the various branches of the Company.

iii. 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 reappointed M/s. GHV & Co., Practising Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2023-24 and issue Secretarial Audit Report. Secretarial Audit Report has been issued by M/s. GHV & Co., Practising Company Secretaries for the financial year 2023-24 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 noncompliance under various regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 and rule made thereunder:

1. A statement showing holding of securities and shareholding pattern for	The Shareholding Pattern and Share
quarter ended March, 2022 and March 2023,	Capital Audit Report was pending
under sub-regulation (1) of regulation 31 SEBI	from RTA and therefore the Company
(Listing Obligations and Disclosure	was not able to submit the Quarterly
Requirements) Regulations, 2015 was	Reports on the BSE portal within the
submitted beyond prescribed timelines to the	due date.
Stock Exchange due to delay in providing the requisite information pertaining to shareholding pattern by the RTA	However, the company is pleased to
2. Non submission of Shareholding	inform its members, with its best
Pattern for the Quarter ended March 31, 2023.	efforts the compliance has been done
The late submission in this regard was done	with a delay. Further, steps have been
by the Company on 10.07.2023 after the due	taken to avoid such delays in the
date due to delay in providing the requisite	future.
information pertaining to shareholding pattern by the RTA. 3. Non submission of Reconciliation of Share Capital Audit Report of the Company for the Quarter ended March 31, 2023. The late submission in this regard was done by the Company on 10.07.2023 after the due date due to delay in providing the requisite information pertaining to shareholding pattern by the RTA. 4. Pursuant to section 73 of the	Due to inadvertence, the Company failed to file web form DPT-3, within
Companies Act, 2013 read with Companies	the stipulated time.

 

(Acceptance of deposit) Rule, 1975 the company has deposits and exempt deposits. The company has not filed e-form DPT-3 with MCA pertaining to deposits for the financial year.	However, the Company is in process to file the web form DPT-3 for the Financial Years.
5. The intimations received by the Exchanges to the company, for virtual inspection of the Structured Digital Database (SDD) maintained by the Company as per the provisions of Reg. 3(5) and/or Reg. 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015. Accordingly, the stock reach page on the Exchange website continues to display the non-compliance status. 6. Non-submission made by the company relating to SDD Compliance Certificate for March 2023 quarter and/or Annual Secretarial Compliance Report (Reg. 24A) for Financial Year ended March 2023. The Company has submitted the quarterly SDD compliance certificate in delay for quarter ended on September 2022, December 2022 and March 2023. The required submission was made on 28.08.2023. 7. Not mentioned the paid-up equity share capital and net worth of your Company under Regulation 27(2)(a) of SEBI LODR Regulations. The reply/clarification was made by the Company on the exchange BSE Communication Module on 17.10.2023 and hence, the Company has duly complied with the requirement by altering the format as per the requirement of the exchange.	The Company had duly complied with the SDD Compliance Certificate for the Quarter ended June 2022 and had duly submitted the Quarterly compliance certificate by 12.09.2022. Due to inadvertence, the Company was unable to submit the quarterly SDD compliance certificate for quarter ended September 2022, December 2022 and March 2023. The exchange requested a certificate from a PCS/PCA. An inspection of the SDD was done and the certificate obtained was duly submitted to BS. The inspection by the exchange is still pending. The Company has taken various follow ups with the exchange in order to expedite and conclude the said matter. The revised Covering letter mentioning the paid-up equity share capital and net worth of the Company submitted.
8. The Company has not yet paid reinstatement fees pursuant to the notice received from BSE India dated 30.11.2022 as payable after receipt of in principle approval for revocation of trading and prior to approval for resumption of trading. 9. The company was liable to pay a SOP fine pursuant to the notice received from BSE India dated 30.11.2022 for various late	The company is still recovering from the losses faced by the COVID-19. The company has requested for reduction in amount to the exchange.

iv. INTERNAL AUDITORS:

submissions. The company has not paid said amounts as stated in the notice. 10. Show Cause Notice ("SCN") in the matter of compulsory delisting of securities of the Company -Trade Wings Ltd. 11. The Securities of the Company has been suspended for trading on the BSE India website.

Extension of 1 month from the stock exchange for replying against Show Cause Notice received. The Company has sent a response pleading for hearing in the matter. However, no reply has been received from the BSE in this regard.

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 Suresh Shetty as an Internal Auditor of the Company for a term of 5 years until and including financial year 2026-2027. Further, he has issued and submitted the internal audit report for every quarter of the financial year 2023-24 before the Audit Committee and the Board of Directors from time to time.

12. 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, 2024 is uploaded on the website of the Company at www.tradewings.in.

13. 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.

14. 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:

i. 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, 2024, 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 4 (Four) times during the financial year 2023-24. The details of number of Committee Meetings held during the year 2023-24 and attendance of Members of the Committee are given in table below:

Date of Audit	Name of the Director
Committee Meeting	Mr Vaidhyanathan Ramamurthy	Mr Hemant Ramdas Panchal	Mrs Jacinta Bazil Nayagam
29.05.2023	Yes	Yes	Yes
10.08.2023	Yes	Yes	Yes
10.11.2023	Yes	Yes	Yes
12.02.2024	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.

ii. 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, 2024, 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 2023-24. The details of number of Committee Meetings held during the year 2023-24 and attendance of Members of the Committee are given in table below:

Date of Nomination and Remuneration Committee Meeting	Name of Director
	Mr Vaidhyanathan Ramamurthy	Mrs Jacinta Bazil Nayagam	Mr Hemant Ramdas Panchal
09-04-2023	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 2023-24. 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 - 5 to the Report.

iii. 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, 2024, 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 4 (Four) times during the financial year 2023-24, The details of number of Committee Meetings held during the year 2023-24 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
29.05.2023	Yes	Yes
06.08.2023	Yes	Yes
10.11.2023	Yes	Yes
12.01.2024	Yes	Yes

15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met Seven (7) times during the Financial Year 2023-2024. The intervening gap between any two meetings was not more than 120 days as prescribed by the Companies Act, 2013.

Date of Board Meeting	Name of Director
	Dr Shailendra P Mittal	Mr Ramamurthy Vaidhyanathan	Mrs Jacinta Nayagam	Mr Hemant Panchal
26.04.2023	Yes	Yes	Yes	Yes
29.05.2023	Yes	Yes	Yes	Yes
25.07.2023	Yes	Yes	Yes	Yes
06.08.2023	Yes	Yes	Yes	Yes
10.08.2023	Yes	Yes	Yes	Yes
10.11.2023	Yes	Yes	Yes	Yes
12.02.2024	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 Monday, 12^th February, 2024 and all the Independent Directors of the Company were present at the meeting.

16. 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 2023-24.

17. 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

18. 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.

19. 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.

20. 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 202324.

21. 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, 2024, 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, 2024 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, 2024; 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, 2024.

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.

22. 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.

23. 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.

24. 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.

25. 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.

26. 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.

27. 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. Til ere are no material changes and commitments affecting the financial position of the Company which have occurred between the end of tire 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 not prescribed the maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013, for any of the services rendered by the Company.

28. 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 ail other stakeholders. Last but not the least, the Directors wish to thank all shareholders for their continued support.

ANNEXURE-l

NOMINATION AND REMUNERATION POLICY

[Under section 178 read with Section 134 of Companies Act, 2013]

PREAMBLE

Pursuant to Section 178, read with Section 134 the Board of Directors of the Companies

Act, 2013, every Listed Company shall constitute the Nomination and Remuneration

Committee. The Company had already constituted Nomination Remuneration

Committee comprising of three Non-executive Directors.

The members of the Remuneration Committee continue to be the members of the

Nomination and Remuneration Committee.

This Committee and the policy are formulated in compliance with Section 178 of the

Companies Act, 2013.

OBJECTIVE

The Key objectives of the Committee would be:

1) To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

2) To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation.

3) To recommend to the Board on remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

4) To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

5) To decide whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

6) To recommend to the board, all remuneration, in whatever form, payable to senior management.

DEFINITIONS

1) "Board" means Board of Directors of the Company.

2) "Company" means "Trade-Wings Limited".

3) "Employees Stock Option" means the option given to the directors, officers or employees of a Company or of its Holding Company or Subsidiary Company or Companies, if any, which gives such Directors, officers or employees, the benefit or right to purchase, or to subscribe for, the shares of the Company at a future date at a pre-determined price.

4) "Independent Director" means a director referred to in Section 149(6) of the Companies Act, 2013.

5) "Key Managerial Personnel" (KMP) means

a. Chief Executive Officer or the Managing Director or the Manager,

b. Company Secretary,

c. Whole-Time Director,

d. Chief Financial Officer and

e. Such other officer as may be prescribed.

6) "Nomination and Remuneration Committee" shall mean a Committee of the Board of Directors of the Company, constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement.

7) "Policy" means "Nomination and Remuneration Policy".

8) "Remuneration" means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-Tax Act, 1961.

9) "Senior Management" means personnel of the Company who are members of its core management team excluding Board of Directors. This would include all members of management one level below the executive directors, including all the functional heads.

INTERPRETATION

Terms that have not been defined in this Policy shall have the same meaning assigned to them in the Companies Act, 2013, Listing Agreement and/or any other SEBI Regulations as amended from time to time.

GUIDING PRINCIPLES

This policy ensures that

1) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.

2) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

3) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short- and longterm performance objectives appropriate to the working of the Company and its goals.

ROLE OF THE COMMITTEE

The role of the Committee inter-alia will be the following:

1) To formulate a criteria for determining qualifications, positive attributes and independence of a director.

2) Formulate criteria for evaluation of Independent Directors and the Board.

3) Identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.

4) To carry out evaluation of every Directors Performance.

5) To recommend to the Board the appointment and removal of Directors and Senior Management.

6) To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.

7) Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

8) To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

9) To perform such other functions as may be necessary or appropriate for the performance of its duties.

10) To decide whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

11) To recommend to the board, all remuneration, in whatever form, payable to senior management.

MEMBERSHIP

1) The Committee shall comprise of at least three (3) Directors, all of whom shall be non-executive Directors and at least half shall be Independent.

2) The Board shall reconstitute the Committee as and when required to comply with the provisions of the Companies Act, 2013 and applicable statutory requirement.

3) Minimum two (2) members shall constitute a quorum for the Committee meeting.

4) Membership of the Committee shall be disclosed in the Annual Report.

5) Term of the Committee shall be continued unless terminated by the Board of Directors.

CHAIRPERSON

1) The Chairperson of the Committee shall be an Independent Director,

2) Chairperson of the Company may be appointed as a member of the Committee but shall not chair the Committee.

3) In the absence of the Chairperson, the members of the Committee present at the meeting shall choose one amongst them to act as Chairperson.

4) Chairperson of the Committee could be present at the Annual General Meeting or may nominate some other member to answer the shareholders queries.

FREQUENCY OF MEETINGS

The meeting of the Committee shall be held at such regular intervals as may be required.

COMMITTEE MEMBERS INTEREST

1) A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated.

2) The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

VOTING

1) Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee.

2) In the case of equality of votes, the Chairperson of the meeting will have a casting Vote.

APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT

A. Appointment criteria and qualifications:

1) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

2) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.

3) The Company shall not appoint or continue the employment of any person as Managing Director / Whole-time Director / Manager who has attained the age of Seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

B. Term / Tenure:

1) The Managing Director / Whole-time Director / Manager (Managerial Person): The Company shall appoint or re-appoint any person as its Managerial Person for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

2) Independent Director:

i. An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards Report.

ii. No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. However, if a person who has already served as an Independent Director for 5 years or more in the Company as on 1^st October, 2015

or such other date as may be determined by the Committee as per regulatory requirement, he / she shall be eligible for appointment for one more term of 5 years only.

iii. At the time of appointment of Independent Director, it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed Company. Co Evaluation: The Committee may carry out evaluation of performance of every Director, KMP and Senior Management at regular interval (yearly).

C. Removal:

Due to reasons for any disqualification mentioned in the Companies Act 2013, rules made thereunder or any other applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management subject to the provisions and compliance of the Act, rules and regulations.

D. Retirement:

The Director, KMP and Senior Management shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

PROVISIONS RELATING TO REMUNERATION OF MANAGERIAL PERSON, KMP AND SENIOR MANAGEMENT

A. General:

1) The remuneration / compensation /commission etc. to Managerial Person, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation/ commission etc. shall be subject to the prior / post approval of the shareholders of the Company and Central Government, whenever required.

2) The remuneration and commission to be paid to managerial person shall be as per the statutory provisions of the Companies Act, 2013, and the rules made thereunder for the time being in force.

3) Increments to the existing remuneration / compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the shareholders in the case of Managerial Person. Increments will be effective from the date of re-appointment in respect of Managerial person and 1^stApril in respect of other employees of the Company.

B. Remuneration to Managerial Person, KMP and Senior Management:

1) Fixed Pay:

Managerial Person, KMP and Senior Management shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee in accordance with the statutory provisions of the Companies Act, 2013 and the rules made thereunder for the time being in force. The break-up of the pay scale and quantum of the perquisites including, employers contribution to P. F., pension scheme, medical expenses, club fees, etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

2) Minimum Remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managerial Person in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the prior approval of the Central Government.

3) Provisions for excess remuneration:

If any managerial person draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waiver recovery of such sum refundable to it unless permitted by the Central Government.

C. Remuneration to Non-Executive / Independent Director:

1) Remuneration / Commission:

The remuneration / commission shall be in accordance with the statutory provisions of the Companies Act, 2013, and the rules made thereunder for the time being in force.

2) Sitting Fees:

The Non - Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the

amount of such fees shall not exceed the maximum amount as provided in the Companies Act, 2013, per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

3) Limit of Remuneration / Commission:

Remuneration/Commission may be paid within the monetary limit approved by the shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

4) Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

MINUTES OF COMMITTEE MEETING:

Proceedings of all meetings must be minutes arid signed by tire Chairperson of the said meeting or the Chairperson of the next succeeding meeting. Minutes of the Committee meeting will be tabled at the subsequent Board and Committee meeting.

DEVIATIONS FROM THIS POLICY:

Deviations on elements of this policy in extraordinary circumstances, when deemed necessary in the interests of tire Company, will be made if there are specific reasons to do so in an individual case.

ANNEXURE-2 Form AOC -1

[Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014]

Statement containing salient features of the financial statement of subsidiaries or associate companies or joint ventures

Part "A": Subsidiaries

(Information in respect of each subsidiary is presented with amounts in Rupees)

Sr No Name of the subsidiary	Trade Wings Hotel Limited
1. The date since when subsidiary was acquired	March 30, 1993
2. Reporting period for the subsidiary concerned, if different from the Holding Companys reporting period	Same as Trade Wings Limited
3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of Foreign Subsidiaries	Not Applicable
4. Share capital	9900200
5. Reserves & surplus	-159823051
6. Total assets	236917854
7. Total Liabilities	236917854
8. Investments	650100
9. Turnover	341293052
10. Profit/Loss before taxation	34910500
11. Provision for taxation	4371292
12. Profit/loss after taxation	30539208
13. Proposed Dividend	NIL
14. Extent of Shareholding	100%

Notes:

1. Names of subsidiaries which are yet to commence operations: Not Applicable

2. Names of subsidiaries which have been liquidated or sold during the year: Not Applicable

Form No. MR-3

SECRETARIAL AUDIT REPORT For the Financial Year ended 31st March, 2024 [Pursuant to section 204(1) of the Companies Act, 2013 and rule no.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Trade Wings Limited ("the Company")

01st Floor, Naik Buldg, Opp. Don Bosco High School,

M.G. Road, Panaji North Goa GA 403001 IN

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Trade Wings Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2024 (hereinafter called Audit Period), complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2023 according to the provisions of:

The Companies Act, 2013 (the Act) and the rules made thereunder;

The following Regulations and Guidelines prescribed under Securities and Exchange Board of India Act, 1992 (SEBI Act): -

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Based on the representation made by the Company and its officers, the Company has proper system and process in place for compliance under the following major other applicable laws, acts, rules, regulations and guidelines:

I AT A Guidelines for Agents; and,

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issue by the Institute of Company Secretaries of India.

(ii) Listing Agreements entered into by the Company with Bombay Stock Exchange.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc mentioned above except:

1. 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 and 2023- 24. The Company is in process of filing the web form DPT-3 for the above-mentioned financial years.

2. The Company has not yet paid reinstatement fees pursuant to the notice received from BSE India dated 30.11.2022 as payable after receipt of in principle approval for revocation of trading and prior to approval for resumption of trading.

3. The company was liable to pay a SOP fine pursuant to the notice received from BSE India dated 30.11.2022 for various late submissions. The company has not paid said amounts as stated in the notice. However, the company has requested for reduction in amount to the exchange.

4. 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 delay in providing the requisite information pertaining to shareholding pattern by the RTA.

5. The intimations received by the Exchanges to the company, for virtual inspection of the Structured Digital Database (SDD) maintained by the Company as per the provisions of Reg. 3(5) and/or Reg. 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015. Accordingly, the stock reach page on the Exchange website continues to display the non-compliance status. The inspection by the exchange is still pending. The Company has taken various follow ups with the exchange in order to expedite and conclude the said matter.

6. We have reviewed the various communication/responses by the Company done/received by/to the Company with the exchange and the company has received the following notices/intimation from the exchange during the period of reporting (01.04.2023 to 31.03.2024):

Sr No Date of Notice/intimation	Particulars of Notice	Action taken by Company/reasons for non-compliances	Our Comments
1 Apr 28, 2023	Non submission of Shareholding Pattern for the Quarter ended March 31, 2023	The Shareholding Pattern was pending from RTA and therefore the Company was not able to submit the Quarterly Reports on the BSE portal within the due date.	The late submission in this regard was done by the Company on 10.07.2023 after the due date due to delay in providing the requisite information pertaining to shareholding pattern by the RTA.
2 May 2, 2023	Non submission of Reconciliation of Share Capital Audit Report of the Company for the Quarter	The Reconciliation of Share Capital report was pending from RTA and therefore the Company was not able to submit the quarterly reports on	The late submission in this regard was done by the Company on 10.07.2023 after the due date due to delay in providing the requisite
	ended March 31, 2023.	the BSE portal within the due date.	information pertaining to shareholding pattern by the RTA.
3 06 July 2023	Nonsubmission made by the company relating to SDD Compliance Certificate for March 2023 quarter and/or Annual Secretarial Compliance Report (Reg. 24A) for Financial Year ended March 2023.	1. The Company had duly complied with the SDD Compliance Certificate for the Quarter ended June 2022 and had duly submitted the Quarterly compliance certificate by 12.09.2022. 2. Due to inadvertence, the Company was unable to submit the quarterly SDD compliance certificate for quarter ended September 2022, December 2022 and March 2023.	The Company has submitted the quarterly SDD compliance certificate in delay for quarter ended on September 2022, December 2022 and March 2023. The required submission was made on 28.08.2023.
5 16 Oct, 2023	Not mentioned the paid-up equity share capital and net	The revised Covering letter mentioning the paid-up equity share capital and net	The reply/clarification was made by the Company on the
	worth of your Company under Regulation 27(2)(a) of SEBI LODR Regulations.	worth of the Company submitted.	exchange BSE Communication Module on 17.10.2023 and hence, the Company has duly complied with the requirement by altering the format as per the requirement of the exchange.
6 23 November 2023	query raised by Exchange through communication module of BSE Listing Centre in the matter of Structured Digital Database (SDD) Non- Compliance	Company has uploaded the SDD Compliance Certificate for the quarter ended 30th September 2023.	The SDD quarterly compliances during FY 23-24 were done on time by the Company and the Company has submitted a clarification letter dated 07.02.2024 stating submission of Structural Digital Database (SDD) on timely basis. Also, the Company has submitted the PCS Certificate in this regard.
7 18 March 2024	Show Cause Notice ("SCN") in the matter of compulsory delisting of securities of the Company -	Extension of 1 month from the stock exchange for replying against Show Cause Notice received.	The Company has sent a response pleading for hearing in the matter. However, no reply has been received from the BSE in this reagrd.
	Trade Wings Ltd

7. The Securities of the Company has been suspended for trading on the BSE India website. We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

The notice was given to all Directors to schedule the Board Meetings, agenda and notes to agenda. A system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

During the period, all the decisions in the Board Meetings were carried out unanimously.

Further, in accordance with section provision of regulation 19A of Securities Contract (Regulation) Rules, 1957, in the public shareholdings of the Company, certain body Corporates and individual holding shares may be part of promoter family. The management will review the same in light of the aforesaid regulation and proper legal opinion will be taken for deciding the way forward for the same.

We further report that based on verification as stated above and representation received from the Company, there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that, we have replied on reports given by statutory auditors for compliance with other laws like Income Tax, Customs, and GST matter of the company.

We further report that, during the audit period there are no specific events that has a major bearing on the companys appffairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above.

ANNEXURE-5

DETAILS OF REMUNERATION

A. DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) READ WITH RULE 5(1) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

i. The ratio of the remuneration of each Director to the median remuneration of the

employees of the Company for the financial year 2023-24 and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any during the Financial Year 2023-24 are as under:

Sr No Name and Designation	Remuneration (Rs in Lakhs)	% Increase in Remuneration	Ratio
1. Dr Shailendra P. Mittal (Chairperson and Managing Director)	Nil
2. Mrs. Jacinta Nayagam (Independent Director)	Rs. 4.80	-	-
3. Mr. R. Vaidyanathan (Independent Director)	Nil	-	-
4. *Mr Hemant Ramdas Panchal (Non-Executive Director)	Rs. 6.41	(21.68)% compared to 2019-2020	-
5. **Mr. Vishwanathan K. Nair (Chief Financial Officer)	Rs. 8.96	32.74%	-
6. Mrs. Zurica Kevin Pinto (Company Secretary)	Rs. 2.53	3.69%	-

*There was no remuneration or sitting fees given to the Directors for the financial years 2020-2021, 2021-2022 and 2022-2023. There is an increase in 100% compared to previous year. However, if the year 2019-2020 is considered, there is a decrease in salary.

** There was no salary given to KMPs for the financial year 2020-2021 and 20212022. This year salary in lieu of the previous years was given to the CFO.

ii. The percentage increase in the median remuneration of employees in the Financial Year: In the Financial Year 2023-24, there was an increase of 32.96% in the median remuneration of employees.

iii. The number of permanent employees on the rolls of Company: There were 125 (including KMP) permanent employees on the rolls of the Company as on March 31, 2024.

iv. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof:

Average percentage increase made in the salaries of employees other than the managerial personnel in the Financial Year 2023-24 was 32.96% and increase in the remuneration of Directors or KMPs was 18.22% during the Financial Year 2023-24. All increases were based on performance of employees and as per industry standards.

v. Affirmation that the remuneration is as per the remuneration policy of the company: It is hereby affirmed that the remuneration paid is as per the Policy for Remuneration of the Directors, Key Managerial Personnel and other Employees.

B. DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) READ WITH RULE 5(2) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

The details of top ten employees of the Company are given below:

Particulars	1.	2.
Name	Mr. Ramnath Prakash	Mr. Suresh T Shetty
Designation	Branch Manager	Branch Manager
Remuneration paid (Rs in Lakhs)	Rs. 180320/- p.m.	Rs. 67500 /- p.m.
Nature of employment	Permanent	Permanent
Qualification and experience	Diploma, more than 30 years of experience	B.com more than 18 years of experience
Date of Commencement of employment	October 23, 1991	April 11, 2007
Age	57 years	53 years
Pervious Employment	N.A	N.A
% of equity shares held in the Company along with his spouse and dependent children	Nil	Nil
Whether relative of Director or Manager	No	No

 

Particulars	3.	4.
Name	Mr. Rakeshkumar Patel	Mr. Valigno Dias
Designation	Assistant Manager	Branch Manager
Remuneration paid (Rs in Lakhs)	Rs. 62950/- p.m.	Rs. 75000 /- p.m.
Nature of employment	Permanent	Permanent
Qualification and experience	Bachelors in Commerce with more than 28 years experience	Post Graduate, more than 31 years of experience
Date of Commencement of employment	April 1, 1996	August 1, 1993
Age	52 years	55 years
Pervious Employment	N.A.	N.A
% of equity shares held in the Company along with his spouse and dependent children	Nil	Nil
Whether relative of Director or Manager	No	No

 

Particulars	5.	6.
Name	Mr. Rakesh Sharma	Mr. Yogesh Kumar Singh
Designation	Accounts Manager	Branch Manager
Remuneration paid (Rs in Lakhs)	Rs. 69568 /- p.m.	Rs. 64420/- p.m.
Nature of employment	Permanent	Permanent
Qualification and experience	Graduate, more than 29 years of experience	B. Com, More than 21 years of experience
Date of Commencement of employment	July 20, 1992	February 28, 2001
Age	57 years	49 Years
Pervious Employment	Siddharth Travels	Sita Travels
% of equity shares held in the Company along with his spouse and dependent children	Nil	Nil
Whether relative of Director or Manager	No	No

 

Particulars	7.	8.
Name	Ms. M. Sirisha	Mr. Sunil S. Londhe
Designation	Branch Manager	Branch Manager
Remuneration paid (Rs in Lakhs)	Rs. 50000/- p.m.	Rs. 71500/- p.m.
Nature of employment	Permanent	Permanent
Qualification and experience	Graduate in commerce with more than 24 years of experience	Graduate. More than 27 years of experience
Date of Commencement of employment	April 01, 2000	16th April, 2007
Age	41 years	50 Years
Pervious Employment		N.A.
% of equity shares held in the Company along with his spouse and dependent children	Nil	Nil
Whether relative of Director or Manager	No	No

 

Particulars	9.	10.
Name	Mr. J Babu	Mr. Chandra Gangaraju
Designation	Branch Manager	Branch Manager
Remuneration paid (Rs in Lakhs)	Rs. 66500/- p.m.	Rs. 45000/- p.m.
Nature of employment	Permanent	Permanent
Qualification and experience	Graduate. More than 19 years of experience	B.COM with about 25 years of experience.

 

Date of Commencement of employment	01st August, 2005	August 1,1999
Age	77 Years	48 years
Pervious Employment	N.A.
% of equity shares held in the Company along with his spouse and dependent children	Nil	Nil
Whether relative of Director or Manager	No	No

Note: Particulars required to be maintained under section 197 of the Companies Act, 2013 and rule 5(2) of companies (appointment and remuneration of managerial personnel) rules, 2014 will be made available to any shareholder on a specific request made by him/ her in writing before the date of Seventy-Fourth (74*¹) Annual General Meeting wherein financial statements for the financial year 2023-24 are proposed to be adopted by shareholders and such particulars shall be made available by the company within three days from die date of receipt of such request from shareholders.

In case of request received even after the date of completion of Annual General Meeting, such particulars will be made available to the shareholders within seven days from the date of receipt of such request. The shareholders are requested to write to the Company Secretary and Compliances officer of the Company in this regard. Following are contact details:

Ms Zurica Kevin Pinto

Company Secretary and Compliance Officer

Email ID: com pan vsecvffitwl travel com