Date: 20/02/2021

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To,

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001.

Dear Sir/Madam,

REF : TRADE WINGS LIMITED (SCRIP CODE: 509953)

SUBJECT: CORRIGENDUM- CORRECTION OF TYPOGRAPHICAL ERROR IN END DATE OF VOTING THROUGH ELECTRONIC MEANS

We are hereby submitting corrigendum to rectify the following typographical error occurred due inadvertence in mentioning the end date of voting through electronic means as stated in the Notice of 70[th] Annual General Meeting which forms part of the Annual Report, at the following places:

Error on Page Nos. of Notice of AGM.	Particulars of Error	To be read as (rectified)
Page No. 10, point number 22(C)(i)	Sunday, 22nd February, 2021	Sunday, 21st February, 2021
Page number 13, point (ii)	Sunday, 22nd February, 2021	Sunday, 21st February, 2021

Further, we would like to humbly state that the corrected end date of voting through electronic means was mentioned in the notice of Annual General Meeting published in Times of India (English Newspaper) Goa edition dated 29th January, 2021 and Pudhari (Marathi Newspaper) Goa edition dated 29th January, 2021 and the same were submitted to Bombay Stock Exchange on 29[th] January, 2021. Likewise, the said intimation to CDSL was correctly submitted on 29[th] January, 2021.

Also, the Company has immediately uploaded the revised Notice alongwith the Annual Report on its website for the easement of stakeholders.

Please find enclosed herewith corrected 70[th] Annual Report of the company for the F.Y. 2019-2020.

Thanking You, Yours faithfully,

For and on behalf of TRADE WINGS LIMITED

Zurica Kevin Pinto Company Secretary and Compliance Officer Membership Number: A27623

Place: Mumbai

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Date: 28[th] January, 2021

To,

BSE Limited,

Phiroze Jeejeebhoy Towers,

DalalStreet,

Mumbai- 400001.

Dear Sir/Madam,

REF: TRADE WINGS LIMITED (SCRIP CODE: 509953)

SUBJECT: ANNUAL REPORT FOR THE FINANCIAL YEAR 2019-2020

In pursuance of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, enclosed herewith please find Annual Report of the Company for the financial year 2019-2020.

You are requested to take the above intimation on record.

Thanking you.

For and on behalf of TRADE WINGS LIMITED

Zurica Kevin Pinto Company Secretary and Compliance Officer Membership Number: A27623

Place: Mumbai Encl: As above

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TRADE WINGS LIMITED

SEVENTIETH ANNUAL REPORT 2019-20

70[th] Annual Report 2019 – 2020

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TRADE WINGS LIMITED SEVENTIETH ANNUAL REPORT 2019-20

Board of Directors:

Dr. Shailendra P. Mittal (DIN: 00221661 ) Mr. Ramamurthy Vaidhyanathan (DIN: 02318827 ) Mrs. Jacinta Bazil Nayagam (DIN: 07557797 ) Mr Hemant Ramdas Panchal (DIN: 08602861 )

-Chairman & Managing Director - Independent Director - Independent Director

Additional Non Executive Director

Chief Financial Officer:

Mr. Vishwanathan K. Nair

Company Secretary and Compliance Officer:

Ms. Zurica Kevin Pinto

Registered Office:

1[st] Floor, Naik Building, Opp. Don Bosco High School, Mahatma Gandhi Road, Panaji North, Goa - 403001

Phone: 0832 2435166

Corporate Office:

18/20, Bhogilal Building, K. Dubash Marg, Kalaghoda, Fort, Mumbai - 400 00I Phone: 022 4230 9455

Statutory Auditors:

M/s . Aalok Mehta & Associates. Chartered Accountants, Mumbai (Firm Registration No.: 126756W)

Secretarial Auditors

M/s. GHV & Co.

Practising Company Secretaries, Mumbai

TRADE WINGS LIMITED

SEVENTIETH ANNUAL REPORT 2019-20

Bankers:

Bank of Baroda (Erstwhile Vijaya Bank)

Union Bank of India The National Co-operative Bank Limited

Registrar & Share Transfer Agent:

M/s. Bigshare Services Private Limited. 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri (East), Mumbai - 400059 Tel. No: 022 62638200, Fax: 022 4043 0251

Website and E-mail id:

Website: www.tradewings.in E-mail id: [email protected]

TRADE WINGS LIMITED SEVENTIETH ANNUAL REPORT 2019-20

Notice	01 to 18
Directors' Report	19 to 36
Annexure - 1 (Nomination And Remuneration Policy)	37 to 46
Annexure - 2 (Form AOC - 1)	47 to 48
Annexure - 3 (Secretarial Audit Report - Form MR - 3)	49 to 53
Annexure - 4 (Extracts of Annual return - Form MGT - 9)	54 to 69
Annexure - 5 (Conservation of Energy, Technology Absorption and	70 to 71
Foreign Exchange Earnings and Outgo)
Annexure - 6 (Details of Remuneration)	72 to 77
Annexure - 7 (Management Discussion and Analysis Report)	78 to 85
Standalone Financial Statements
Independent Auditors' Report	86 to 96
Balance Sheet	97 to 98
Statement of Profit & Loss	99 to 113
Cash Flow Statement	114 to 115
Notes forming part of Financial Statement	116 to 125
Consolidated Financial Statements
Independent Auditors' Report	126 to 134
Balance Sheet	135 to 136
Statement of Profit & Loss	137 to 151
Cash Flow Statement	152 to 153
Notes forming part of Financial Statement	154 to 164
Attendance Slip	165
Proxy Form	166 to 167

NOTICE

TRADE WINGS LIMITED

SEVENTIETH ANNUAL REPORT 2019-20

NOTICE OF THE SEVENTIETH ANNUAL GENERAL MEETING

To, The Members, Trade Wings Limited

Notice is hereby given that the Seventieth Annual General Meeting of the Shareholders of Trade Wings Limited will be held on Monday,22[nd] February, 2021 at 11:30 A.M. at the registered office of the Company situated at 1st Floor, Naik Building, Opp. Don Bosco High School, Mahatma Gandhi Road, Panaji, Goa - 403 001 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Standalone Financial Statement of the Company for the financial year ended March 31, 2020 together with the reports of the Board of Directors and Auditors thereon, to consider and if thought fit, to pass, with or without modification(s), the following resolutions as Ordinary Resolutions;

“ RESOLVED THAT the Audited Standalone Financial Statement of the Company for the financial year ended March 31, 2020 together with the reports of the Board of Directors and Auditors thereon, as circulated to the members, be and are hereby considered and adopted.”

To receive, consider and adopt the Audited Consolidated Financial Statement of the Company for the financial year ended March 31, 2020 along with the report of Auditors thereon, to consider and if thought fit, to pass, with or without modification(s), the following resolutions as Ordinary Resolutions .

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NOTICE

TRADE WINGS LIMITED

SEVENTIETH ANNUAL REPORT 2019-20

“ RESOLVED THAT the Audited Consolidated Financial Statement of the Company for the financial year ended March 31, 2020 along with the report of Auditors thereon, as circulated to the members, be and are hereby considered and adopted.”

3. To appoint Mr Hemant Ramdas Panchal (DIN: 08602861), who retires by rotation as a Director and offer himself to be appointed as a Director of the Company and in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr Hemant Ramdas Panchal (DIN: 08602861), who retires by rotation at this meeting be and is hereby appointed as a Director of the Company.”

4. To appoint M/s Aalok Mehta & Co. Chartered Accountant having Firm Registration No. 126756W as Statutory Auditor of the Company for period of 5 consecutive years and in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOVLED THAT pursuant to section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, (including any statutory modification(s), clarifications, exemptions or reenactment thereof for the time being force), M/s Aalok Mehta & Co. Chartered Accountant (FRN No. 126756W) be and is hereby appointed as Statutory Auditor of the Company to hold the office for period of 5 consecutive year from the conclusion of Seventieth (70[th] ) Annual General Meeting till the conclusion of Seventy Fifth (75[th] ) Annual General Meeting of the Company to be held for financial year 2024-2025.

RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof), be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.”

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NOTICE

TRADE WINGS LIMITED

SEVENTIETH ANNUAL REPORT 2019-20

SPECIAL BUSINESS:

1) To regularise the appointment of Mr Hemant Ramdas Panchal (DIN: 08602861), as a Director of the Company and in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution :

“ RESOLVED THAT pursuant to the provisions of Section 152 read with other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and on the recommendation of the Nomination and Remuneration Committee and Board of Directors of the Company pursuant to section 160 of the Act, the consent of the members of the Company be an is hereby accorded to appoint Mr Hemant Ramdas Panchal (DIN: 08602861) as a Director of the Company, who was appointed as an additional director in the meeting of Board, in accordance with the provisions of Section 161(1) of the Act and the Articles of Association of the Company and who holds office up to the date of this meeting.”

“RESOLVED FURTHER THAT any Director be and is hereby authorised to do all acts, deeds and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

By Order of the Board of Directors For Trade Wings Limited

Sd/-

Dr. Shailendra P. Mittal

Chairman & Managing Director

DIN: 00221661 Address : 62-A, Mittal Bhavan, Pedder

Road, Mumbai 400026

Date : 28[th] December, 2020 Place : Mumbai.

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NOTICE

TRADE WINGS LIMITED

SEVENTIETH ANNUAL REPORT 2019-20

Registered Office: 1st Floor, Naik Building, Opp. Don Bosco High School, Mahatma Gandhi Road, Panaji, Goa 403001.

CIN : L63040GA1949PLCOOO168

Website : www.tradewings.in

NOTES:

The relevant material statement setting out the material facts pursuant to Section 102 of Companies Act, 2013 in relation to the items of Special Business in the Notice is annexed hereto and forms part of this notice.
A Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and such proxy need not be a Member of the Company. The proxy, in order to be effective, must be duly completed, stamped and signed and should be received at the Registered Office of the Company not less than 48 hours before the commencement of the meeting.
A person can act as a proxy on behalf of the Members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A Member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder. A proxy form is sent herewith. Proxies submitted on behalf of the Companies, societies etc., must be supported by an appropriate resolution/authority, as applicable. The Proxy-holder shall prove his identity at the time of attending the Meeting.
The instrument appointing a proxy shall (a) be in writing; and (b) be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a body corporate, be under its seal or be signed by an officer or an attorney duly authorised by it.

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TRADE WINGS LIMITED

SEVENTIETH ANNUAL REPORT 2019-20

NOTICE

The Company's Registrar and Transfer Agents are M/s. Bigshare Services Private Limited having their Head Office at 1[st] Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri East, Mumbai - 400059.
The Route Map of venue of the AGM is given after the notice.
The Company being mainly in business of Aviation, tour and travel, the business operation of the Company is adversely affected due to the COVID-19 pandemic and nationwide lockdown announced by Government of India, resulting in heavy losses. As per precautionary/safety measures taken by the company all the working staff of the Company is on leave without pay. Due to the economic slowdown, the Company was not in a position to provide work from home facilities to its staff, resultant the Company was unable to hold its seventieth (70[th] ) Annual General Meeting within statutory timelines or extended timelines by the Registrar of Companies, Goa vide its general order dated 08[th] September, 2020 i.e. 31[st] December, 2020.
The Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, 16[th] February, 2021 to Monday, 22[nd] February, 2021 (both days inclusive).
Members are requested to:
(i) Send all share transfer lodgements (Physical mode) / correspondence to the Registrar and Share Transfer Agent upto the record date.
(ii) Write to the Compliance Officer of the Company for their queries or if desirous of obtaining any information, concerning the accounts and operations of the Company, at the Company's Registered Office at least seven days before the date of the Annual General Meeting in order to enable the management to keep the information ready at the meeting.
(iii) Quote Registered Folio Number or DP ID / Client lD in all the correspondence.

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NOTICE

TRADE WINGS LIMITED

SEVENTIETH ANNUAL REPORT 2019-20

For the convenience of the Members, attendance slip is enclosed in the Annual Report. Members / Proxy Holders / Authorized Representatives are requested to fill in and sign at the space provided therein and submit the same at the venue of the Meeting. Proxy / Authorized Representatives of Members should state on the attendance slip as 'Proxy' or 'Authorized Representative', as the case may be. Further, those who hold shares in demat form are requested to write their Client Id and DP Id and those who hold shares in physical forms are requested to write their folio number on the attendance slip for easy identification at the meeting.
Corporate Members intending to send their representatives to attend the Meeting are requested to send to the Company a certified copy of the board resolution authorizing their representatives to attend and vote at the Meeting on their behalf.
As per the provisions of Section 72 of the Companies Act, 2013 read with the Companies (Share Capital and Debentures) Rules, 2014 facility for making nominations is available for shareholders in respect of the physical shares held by them. Form SH 13 for making nomination can be obtained from R&TA. The duly filled in nomination form shall be sent to R&TA at their above-mentioned address. Members holding shares in electronic form may contact their respective Depository Participants for availing this facility.
The Securities and Exchange Board of India has mandated the submission of the Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are requested to submit their PAN to their Depositories Participant(s). Members holding shares in physical form shall submit their PAN details to R&TA.
Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DPs in case the

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NOTICE

TRADE WINGS LIMITED

SEVENTIETH ANNUAL REPORT 2019-20

shares are held by them in electronic form and to M/s. Bigshare Services Private Limited in case the shares are held by them in physical form.

Members, who are holding Shares in identical order of names in more than one Folio, are requested to apply to the Company/ R&TA along with the relevant Share Certificates for consolidation of such Folios in one Folio.
Members are informed that in case joint holders attend the Meeting, only such joint holder who is higher in the order of names in the Register of Members/Beneficial Holders will be entitled to vote.
All documents referred to in the accompanying Notice are open for inspection by any member or beneficial owner without payment of fee and by any other person on payment of INR 100/- (One Hundred Rupees) for each inspection, at the Registered Office of the Company between 11.00 a.m. and 1.00 p.m. on any working day except on Public Holidays, Saturdays & Sundays, upto and including the date of the ensuing Annual General Meeting of the Company.
As a measure of economy, copies of the Annual Report will not be distributed at the Annual General Meeting. Shareholders are, therefore, requested to kindly bring their copies at the time of attending the Meeting.
As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from, April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company’s Registrars and Transfer Agents, M/s. Bigshare Services Private Limited for assistance in this regard.

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SEVENTIETH ANNUAL REPORT 2019-20

NOTICE

TRADE WINGS LIMITED

The Company would like to inform to the Shareholders about sad demise of Mr G. R. Kapadia, Senior Partner of erstwhile statutory auditor firm of the Company i.e. M/s Kapadia Makwana Associates (FRN No. 126509W), on 26th October, 2020. The Company appreciate the efforts and work done by Mr G. R. Kapadia and M/s Kapadia Makwana Associates during their tenure. M/s. Kapadia Makawana Associates, Chartered Accountants (FRN No. 126509W) were appointed as statutory auditor of the Company by the members in the 68[th] Annual General Meeting to hold office from the conclusion of the 68[th] Annual General Meeting of the Company till the conclusion of the 73[rd] Annual General Meeting to be held in the year 2023.

Further, the Company would like to inform the shareholders that M/s Aalok Mehta & Co., Chartered Accountant, (FRN No. 126756W) have been appointed as statutory auditor of the Company for financial year 2019-2020 to fill the casual vacancy caused due to the demise of Mr G. R. Kapadia, Senior Partner of erstwhile statutory auditor firm, in the meeting of Board of Director held on Friday, 20th November, 2020.

As per Sections 101, 136 and other applicable provisions of the Companies Act,2013, read with the Rules made there under and circulars issued by the Ministry of Corporate Affairs, Companies can now send various reports, documents, communications, including but not limited to Annual Reports to its Members through electronic mode at their registered e- mail addresses. The Company believes in green initiative and is concerned about the environment. Hence, Annual Report including inter alia the Report of the Board of Directors, Auditors' Report, Balance Sheet, Statement of Profit and Loss, Cash Flow Statement, Notice of this AGM, instructions for e-voting, attendance slip, proxy form, etc. is being sent by electronic mode to all Members whose addresses are registered with the Company/R&TA/depositories. In compliance SEBI Circular circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and SEBI circular no. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15[th] January, 2020, Notice of the AGM along with the Annual Report 2019-20 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. Members may note that the Notice and Annual Report 2019-20 will also be available on the

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NOTICE

TRADE WINGS LIMITED

SEVENTIETH ANNUAL REPORT 2019-20

Company’s website www.evotingindia.com and websites of the Stock Exchanges i.e. BSE Limited www.bseindia.com and on the website of CDSL i.e. www.cdslindia.com.

To support "Green initiative", Members who have not registered their e-mail addresses, so far, are requested to register their e-mail addresses with their depository participants, in respect of electronic holdings. Members holding shares in physical form are requested to kindly register their e-mail addresses with the Company's R&TA at their abovementioned address. Annual Report is also available on the Company's website at www.tradewings.in and made available for inspection at the Registered Office of the Company during the business hours.

22. Voting through electronic means:

A. In compliance with the provisions of Section 108 of the Companies Act, 2013and Rule 20 of the Companies (Management and Administration) Rules, 2014, SS-2 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide the Members, the facility to exercise their right to vote on resolutions proposed to be considered at the Seventieth (70[th] ) Annual General Meeting (AGM) by electronic means. The Company has appointed Central Depository Services Limited (CDSL) for facilitating e-voting,
B. Members are requested to note that the Company is providing facility for remote e- voting and the businesses as given in the notice of Seventieth (70[th] ) Annual General Meeting (AGM) may be transacted through electronic voting system. It is hereby clarified that it is not mandatory for a Member to vote using the remote e-voting facility. The Members shall note that the facility for voting shall also be provided at the meeting through poll paper and the Members (as on cut-off date) attending the meeting who have not casted their vote by remote e-voting shall be able to exercise their voting rights at the meeting. If the members have already cast their votes by remote e-voting prior to the meeting they may attend the meeting but shall not be

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NOTICE

TRADE WINGS LIMITED

SEVENTIETH ANNUAL REPORT 2019-20

entitled to cast their vote again and his vote, if any, cast at the meeting shall be treated as invalid.

C. A Member may avail of the facility at his/her/its discretion, as per the instructions provided herein:
(i) The voting period begins on Friday, 19[th] February, 2021 at 10:00 AM and ends on Sunday, 21[st] February, 2021 at 05:00 P.M. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Monday, 15[th] February, 2021 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) Log on to the e-voting website www.evotingindia.com
(iii) Click on Shareholders/Members.
(iv) Now Enter your User ID:
- a. For CDSL: 16 digits beneficiary ID,
- b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
- c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
(v) Next enter the Image Verification as displayed and Click on Login.
(vi) If you are holding shares in demat form and had logged on towww.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
(vii) If you are a first-time user follow the steps given below:

	For Members holding shares in Demat Form and Physical Form
PAN	Enter your 10digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number (refer

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NOTICE

TRADE WINGS LIMITED

SEVENTIETH ANNUAL REPORT 2019-20

	serial no. printed on the name and address sticker/Postal Ballot Form/mail) in the PAN field. In case the sequence number is less than 8 digits enter the applicable number of 0s before the number after the first two characters of the name in CAPITAL letters. E.g. If your name is` Ramesh Kumar with serial number 1 then enter RA00000001 in the PAN field.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the or company records in order to login. If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

(viii) After entering these details appropriately, click on "SUBMIT" tab.
(ix) Members holding shares in physical form will then reach directly to the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xi) Click on the EVSN for the relevant 'Trade Wings Limited' on which you choose to vote.

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NOTICE

TRADE WINGS LIMITED

SEVENTIETH ANNUAL REPORT 2019-20

(xii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

(xiv) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.

(xv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

(xvi) You can also take out print of the voting done by you by clicking on "Click here to print" option on the Voting page.

(xvii) If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xviii) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xix) Note for Non - Individual Shareholders and Custodians

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be [email protected].
After receiving the login details a Compliance User should be create using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

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NOTICE

TRADE WINGS LIMITED

SEVENTIETH ANNUAL REPORT 2019-20

The list of accounts linked in the login should be mailed [email protected] and on approval of the accounts they would be able to cast their vote.
A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com. under help section or write an email to [email protected].

In case of members receiving the physical copy:

(i) Please follow all steps from sl. no. (i) to sl. no. (xix) above to cast vote.
(ii) The voting period begins on Friday, 19[th] February, 2021 at 10:00 AM and ends on Sunday, 21[st] February, 2021 at 05:00 P.M. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Monday, 15[th] February, 2021 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(iii) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com under help section or write an email to [email protected].

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TRADE WINGS LIMITED

SEVENTIETH ANNUAL REPORT 2019-20

D. The voting rights of shareholders shall be in proportion to their shares of the paid-up value of equity share capital of the Company as on the cut-off date i.e. Monday, 15[th] February, 2021.
E. Ms. Harshika D. Bhadricha (PCS: F10418 and CP:12622), Partner of M/s. GHV& Co, Practising Company Secretaries, Mumbai have been appointed as the Scrutinizer by the Board of Directors to scrutinize the e-voting process in a fair and transparent manner.
F. Voting shall be allowed at the end of discussion on all the resolutions mentioned in the notice of this meeting with the assistance of Scrutinizer, by use of ballot paper for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.
G. The Scrutinizer(s) shall immediately after the conclusion of voting at the general meeting, first count the votes cast at the meeting and thereafter unblock the votes cast through e-voting in the presence of at least two (2) witnesses not in the employment of the Company and make, within a period not exceeding two (2) days from the conclusion of the meeting a Consolidated Scrutinizer's Report of the total votes cast in favor or against, if any, forthwith to the Chairman of the Company or a person authorized by him in writing who shall countersign the same.
H. The Results declared along with the report of the Scrutinizer's shall be placed on the website of the Company www.tradewings.in and on the website of CDSL immediately after the declaration of result by the Chairman or by a person duly authorized. The results shall also be immediately forwarded to BSE Limited, where the equity shares of the Company are listed.
I. Subject to receipt of requisite number of votes, the Resolutions shall be deemed to have been passed on the date of the 70[th] AGM i.e. on 22[nd] February, 2021.

By Order of the Board of Directors For Trade Wings Limited

Sd/-

Dr. Shailendra P. Mittal

Chairman & Managing Director

DIN: 00221661

Address: 62-A, Mittal Bhavan, Pedder Road, Mumbai - 400026 Date: 28[th] December, 2020 Place: Mumbai

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TRADE WINGS LIMITED

SEVENTIETH ANNUAL REPORT 2019-20

Route Map of venue of the AGM:

==> picture [416 x 422] intentionally omitted <==

----- Start of picture text -----

Dayanand Bandokar Marg
The Hotel Mandovi
Adidas Brand Centre
Bank of Baroda M G Road
Café Real
ORRA Jewellery
M G Road
Delhi Darbar
Dr TB CunhaRd
D.A NoronhaRd
----- End of picture text -----

Venue Of AGM ‐ 01[st] Floor, Naik Buldg, Opp. Don Bosco High School, M.G. Road, Panaji North Goa - 403001

From Goa International Airport ‐25.1 km

From Karmali Railway Station via NH748‐12.5 km

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NOTICE

TRADE WINGS LIMITED

SEVENTIETH ANNUAL REPORT 2019-20

Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013

ITEM NO.3

Board of Directors of the Company in the Board Meeting has appointed Mr. Hemant Ramdas Panchal (DIN: 08602861) as Non-Executive additional Director of the Company vide its resolution passed on 13[th] November, 2019. Mr. Hemant Ramdas Panchal (DIN: 08602861) holds office of the Director upto the date of ensuing Annual General Meeting or the last date on which the annual general meeting should have been held, whichever is earlier.

Further, due to the impact of COVID 19 pandemic and nationwide lockdown by the Government of India, the Company was not in position to hold its seventieth (70[th] ) Annual General Meeting of the Company within statutory timelines or extended timelines by Registrar of Companies, Goa vide its general order dated 08[th] September, 2020, i.e. 31[st] December, 2020. In view of the same and pursuant to sub-section (1) of section 161 of the Companies Act, 2013, office of Mr Hemant Ramdas Panchal as Non-Executive additional Director of the Company has been vacated with effect from 31[st] December, 2020 i.e. the last date on which the annual general meeting should have been held for financial year 20192020.

Further, Board of Directors of the Company in the Board Meeting has appointed Mr. Hemant Ramdas Panchal (DIN: 08602861) as Non-Executive additional Director of the Company vide its resolution passed on Monday, 18[th] January, 2021. Mr. Hemant Ramdas Panchal (DIN: 08602861) holds office of the Director upto the date of ensuing Annual General Meeting and offer himself to be appointed as Non-executive Director of the Company.

Pursuant to 152(6)(c) of Companies Act, 2013, at every Annual General Meeting, one-third of the directors for the time being as are liable to retire by rotation, or if their number is neither three nor a multiple of three, then, the number nearest to one-third, shall retire from office.

Further, as per the explanation in the section “total number of directors” shall not include independent directors, whether appointed under this Act or any other law for the time being in force, on the Board of a company.

In view of the above, Mr. Hemant Ramdas Panchal is liable to retire by rotation. Mr. Hemant Ramdas Panchal being eligible for appointment as a Director offers himself for reappointment.

Pursuant to the provisions of section 160 of the Companies Act, 2013, the Nomination and Remuneration Committee has recommended the Board to appoint/ regularize the appointment

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NOTICE

TRADE WINGS LIMITED

SEVENTIETH ANNUAL REPORT 2019-20

of Mr. Hemant Ramdas Panchal (DIN: 08602861) as a Non-executive Director of the Company. Accordingly, in terms of the requirements of provisions of section 161 and 152 of the Companies Act, 2013 approval of the members of the Company is sought to regularize the appointment of Mr. Hemant Ramdas Panchal (DIN: 08602861) as Director (Nonexecutive) of the Company in item no. 05 of said notice.

Pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2, issued by the Institute of Company Secretaries of India, brief profile of Mr. Hemant Ramdas Panchal is annexed to this Notice.

Except Mr. Hemant Ramdas Panchal, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financial or otherwise, in the resolution. The Board recommends the resolution set forth in Item no. 3 and 5 for the approval of the members.

ITEM NO. 4

M/s Aalok Mehta & Co. Chartered Accountant (FRN No. 126756W) is proposed to be appointed as Statutory Auditor of the Company to hold the office for period of 5 consecutive year from the conclusion of seventieth (70[th] ) Annual General Meeting till the conclusion of seventy fifth (75[th] ) Annual General Meeting of the Company to be held for financial year 2024-2025.

Following disclosure are made with respect to the proposed appointment of statutory auditor pursuant to regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

i. Proposed fees along with term of appointment: Within the limit and as per the terms provided under the Companies Act 2013.
ii. Any material changes in the fee payable to proposed auditor from that paid to the outgoing auditor along with the rationale for such change: No
iii. Basis of recommendation for appointment including the details in relation to and credentials of the statutory auditor(s) proposed to be appointed: M/s Aalok Mehta & Co have been associated with our company as branch auditors.

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NOTICE

TRADE WINGS LIMITED

SEVENTIETH ANNUAL REPORT 2019-20

Details of Director seeking appointment or re-appointment at the forthcoming Annual General Meeting, pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2 issued by ICSI:

Sr. No.	Name of Director	Mr Hemant Ramdas Panchal
1.	Date of Birth	14/09/1955
2.	Age	65
3.	Nationality	Indian
4.	Director Identification Number	08602861
5.	Date of first Appointment on the Board	13/11/2019
6.	Qualification	Graduate in Commerce
7.	Nature of Expertise in specific functional area	Travel and Tourism
8.	Experience	45 years
9.	Shareholding in the Company	Nil
10.	List of Directorship held in other Companies	Nil
11.	Chairmanships/Membership of Committee of other public Company	Nil
12.	Last Remuneration drawn	Rs.7.80/- Lakhs
13.	Remuneration to be drawn after appointment/re- appointment	Rs.7.80/- Lakhs
14.	Relationship with Directors, Managers or other KMP	Nil
15.	Number of Meeting of Board attended during the Year (For F.Y. 2019-20)	4

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DIRECTORS REPORT

TRADE WINGS LIMITED SEVENTIETH ANNUAL REPORT 2019-20

DIRECTORS' REPORT

To,

The Members, Trade Wings Limited

The Directors are pleased to present the Seventieth Annual Report of the Company and the Audited Financial Statements for the financial year ended March 31, 2020.

1. FINANCIAL SUMMARY OR HIGHLIGHTS PERFORMANCE OF THE COMPANY:

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

(Rupees in Lakhs)

		(Rupees in Lakhs
Particulars	F.Y. 2019-2020 (Amount in INR)	F.Y. 2018-2019 (Amount in INR)
Total Income	22833.55	28471.34
Total Expenditure	22896.03	28451.70
Profit/(loss) before Taxation	(62.48)	19.64
Less: Provision for Taxation	50.28	6.20
Net Profit/(loss) after Taxation	(112.76)	13.41
Balance carried forward to Balance Sheet	(112.76)	13.41

2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR:

During the year under review your Company has achieved a turnover of Rs. 22,833.55/- (in lakhs) as compared to turnover of Rs. 27,709.88/- (in lakhs) in previous year. The total expenses of the Company during the reporting period have decreased to Rs. 22,896.03/- (in lakhs) from Rs. 28,451.70/- (in lakhs) in the previous year. During the year under review, the loss before tax is Rs. (62.48)/- (in lakhs) as compared to profit before tax of Rs. 19.62/- (in lakhs) during the previous year.

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DIRECTORS REPORT

TRADE WINGS LIMITED SEVENTIETH ANNUAL REPORT 2019-20

In the last month of financial year 2020, the COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lock-downs of all economic activity and as the Company being mainly in business of Aviation, tour and travel, business operation of the Company has been affected adversely, resulted into reversal of the positive momentum, losses and slowdown in its operations. In view of unfavourable impact of COVID-19 pandemic, overall performance of the Company has been grossly affected. However, your directors believe that the Company will be running on the path of progress and profitability with expansion of its branch networks in coming years. Your Directors assure the growth of performance in coming years and strive for a bright future for your Company.

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

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

4. DIVIDEND:

In order to sustain growth and execute future plans, your Directors wish to conserve the cash resources. Therefore, they do not recommend any dividend on the Equity Shares for the year under review.

5. RESERVES:

The Company's total Reserves are Rs. 301.83/- (in lakhs) for the year under review as compared to Rs. 428.28/- (in lakhs) for the previous year.

6. 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.

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DIRECTORS REPORT

TRADE WINGS LIMITED SEVENTIETH ANNUAL REPORT 2019-20

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, 2020 are as follows:

Sr No	Name of Director	Designation
1.	Dr Shailendra Parmeshwarji 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
5.	*Mr Hemant Ramdas Panchal	Additional Non-Executive Director
6.	Ms Zurica David Carton	Compliance Officer &Company Secretary

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DIRECTORS REPORT

TRADE WINGS LIMITED

SEVENTIETH ANNUAL REPORT 2019-20

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

i) Ms Jyoti G. Gupta (DIN: 07139260), Non-Executive Director has resigned w.e.f. August 13, 2019 due to her pre-occupation elsewhere and there are no other material reasons for the same, and
ii) *Mr Hemant Ramdas Panchal (DIN: 08602861) was appointed as Non- Executive Additional Director of the company with effect from November, 13 2019 by the Board of Directors on the on the recommendations of Nomination and Remuneration Committee.

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. 2557.98/- (in lakhs) during the financial year 2019 - 2020. The Profit/Loss after tax stood at Rs. (56.69)/- (in lakhs) for the financial year ended March 31, 2020.

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.

In accordance with the Companies Act, 2013 and applicable accounting standard, the audited Consolidated Financial Statements of the Company are provided and form part of the Annual Report. Further, pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, Consolidated Financial Statements along with relevant documents, and separate audited accounts in respect of Subsidiaries, are available on the website of the Company.

Pursuant to the requirements of Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the details of Loans/Advances made to and investments made in the subsidiary have been furnished in Notes forming part of the Accounts.

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DIRECTORS REPORT

TRADE WINGS LIMITED SEVENTIETH ANNUAL REPORT 2019-20

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. Kapadia Makawana & Associates, Chartered Accountants (Firm Registration No.126509W), were the Statutory Auditors of the Company. They were appointed by the shareholders in the 68[th] Annual General Meeting to hold office from the conclusion of the 68[th] Annual General Meeting of the Company till the conclusion of the 73[rd] Annual General Meeting to be held in the year 2023.

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DIRECTORS REPORT

TRADE WINGS LIMITED SEVENTIETH ANNUAL REPORT 2019-20

Auditors' Report

Audit Report has been issued by M/s Aalok Mehta & Co., Practising Chartered Accountants, appointed as Statutory Auditor to fill casual vacancy cause due to Death of Mr G. R. Kapadia, Senior Partner of M/s Kapadia Makwana Associates (FRN No. 126509W) in its Board meeting held on 20[th] November, 2020 who shall hold office upto the upcoming annual general meeting 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:

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 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 Pradeep Samant & Co., Chartered Accountants, Mumbai (Firm Registration No. 108028W), M/s V.V. Khare & Co., Chartered Accountants, Mumbai (Firm Registration No. 105110W ) and M/s Dheeraj Soni & Associates, Chartered Accountants, Maharashtra (Firm Registration No. 140331W) had been appointed by the Board as the Branch Auditors of the Company for the financial year 2019 - 2020, to audit the various branches of the Company.

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DIRECTORS REPORT

TRADE WINGS LIMITED SEVENTIETH ANNUAL REPORT 2019-20

C) INTERNAL AUDITORS:

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

D) SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board in their meeting held on 23[rd] March, 2020 had re-appointed M/s. GHV & Co., Practising Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 20192020 and issue Secretarial Audit Report. Secretarial Audit Report issued by M/s. GHV & Co,

Practising Company Secretaries for the financial year 2019 - 2020 in Form MR - 3 forms part of this report and marked as ANNEXURE - 3.

The Secretarial Auditors' Report contains 5 adverse remarks with regard to the delay in compliance under various regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the quarter, half year and year ended 31[st] March 2020.

With regard to the adverse remarks the Directors would like to state that; the current pandemic (COVID-19) has caused a number of problems restricting the ability to keep our offices from regular functioning. With the increase in number of positive cases and widespread of the virus as a precautionary/safety measure taken by the company all the working staff were on leave. The operations and business of the company were affected due to the lockdown imposed due to COVID-19. Due to this economic slowdown, the company is not in a position to provide work from home facilities to its staff. Also, the untimely death of the senior partner of our auditor firm arising due to contracting corona virus, delayed the audit of the company accounts. With lack of staff and proper professional guidance we could not finalize the accounts and quarterly results within the statutory timeline. However, we are pleased to confirm that the compliance has been done with a delay and the requisite fines for delay have been paid.

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DIRECTORS REPORT

TRADE WINGS LIMITED

SEVENTIETH ANNUAL REPORT 2019-20

11. EXTRACT OF THE ANNUAL RETURN:

Pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in Form MGT - 9 is annexed to the Directors' Report and marked as ANNEXURE - 4.

The extract of Annual Return is also available on the Company's website 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 - 5 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, 2020, the constitution of the Audit Committee was as follows:

Name	Designation	Non-Executive/ Independent
Mr Vaidhyanathan Ramamurthy	Chairman	Non-Executive, Independent

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DIRECTORS REPORT

TRADE WINGS LIMITED

SEVENTIETH ANNUAL REPORT 2019-20

(DIN: 02318827)		Director
*Mr Hemant Ramdas Panchal (DIN: 08602861)	Member	Non-Executive Director
Mrs Jacinta Bazil Nayagam (DIN: 07557797)	Member	Non-Executive, Independent (Woman) Director

Ms Jyoti Gupta, Non- Executive Director of the committee had resigned with effect from August, 13 2019 due to some pre-occupations, and;

*Mr Hemant Ramdas Panchal, Non- Executive Additional Director of the committee was appointed with effect from November, 13 2019 by the Board of Directors on the recommendation of the Nomination and Remuneration Committee.

The Audit Committee met 4 (Four) times during the financial year 2019 - 2020. The details of number of Committee Meetings held during the year 2019-2020 and attendance of Members of the Committee are given in table below:

Date of Audit Committee Meeting		Name	of Director
	Mr Vaidhyanathan Ramamurthy	Ms* Jyoti Gupta**	#Mr Hemant Ramdas Panchal	Mrs Jacinta Bazil Nayagam
20.05.2019	Yes	Yes	NA	Yes
13.08.2019	Yes	NA	NA	Yes
02.11.2019	Yes	NA	NA	Yes
12.02.2020	Yes	NA	Yes	Yes

*Ms Jyoti Gupta, Non- Executive Director of the committee had resigned with effect from August, 13 2019 due to some pre-occupations, and;

Mr Hemant Ramdas Panchal, Non- Executive Director of the committee was appointed with effect from November, 13 2019 by the Board of Directors on the recommendation of the Nomination and Remuneration Committee.

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DIRECTORS REPORT

TRADE WINGS LIMITED SEVENTIETH ANNUAL REPORT 2019-20

All the members of the Audit committee are financially literate and have accounting or related financial management expertise as required under the Companies Act, 2013.

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, 2020, 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 2 (two) times during the financial year 2019 - 2020. The details of number of Committee Meetings held during the year 2019- 2020 and attendance of Members of the Committee are given in table below:

	Date of Nomination and		Name of Director	Name of Director
		Mr	*Ms Jyoti	Mrs Jacinta	#Mr Hemant

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DIRECTORS REPORT

SEVENTIETH ANNUAL REPORT 2019-20

TRADE WINGS LIMITED

Remuneration Committee Meeting	Vaidhyanathan Ramamurthy	Gupta	Bazil Nayagam	Ramdas Panchal
26.07.2019	Yes	Yes	Yes	NA
02.11.2019	Yes	NA	Yes	NA

*Ms Jyoti Gupta, Non- Executive Director, had resigned with effect from August, 13 2019 due to some pre-occupations, and;

Mr Hemant Ramdas Panchal, Non- Executive Director of the committee was appointed with effect from November, 13 2019 by the Board of Directors on the recommendation of the Nomination and Remuneration Committee.

The appointment of the Directors and Key Managerial Personnel is recommended by the Nomination and Remuneration Committee to the Board. Your Company has devised the Nomination Policy for the appointment of Directors and Key Managerial Personnel (KMP) of the Company who have ability to lead the Company towards achieving sustainable development. The Company has also framed Policy relating to the remuneration of Directors, Key Managerial Personnel and other Employees. A copy of the policy is appended as ANNEXURE - 1 to the Report.

C. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Company has always valued its investors and stakeholders. In order to ensure 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, 2020, the Composition of the Stakeholders' Relationship Committees as follows:

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DIRECTORS REPORT

TRADE WINGS LIMITED

SEVENTIETH ANNUAL REPORT 2019-20

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 20192020, The details of number of Committee Meetings held during the year 2019- 2020 and attendance of Members of the Committee are given in table below:

Date of Stakeholders' Relationship Committee Meeting	Name of Director	Name of Director
	Mr Vaidhyanathan Ramamurthy	Mrs Jacinta Bazil Nayagam
20.05.2019	Yes	Yes
13.08.2019	Yes	Yes
02.11.2019	Yes	Yes
12.02.2020	Yes	Yes

14. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met nine (9) times during the Financial Year 2019-2020. 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	Name of Director
	Dr Shailendra Parmeshwarji Mittal	Mr Vishwanathan K Nair	Mr Ramamurthy Vaidhyanathan	Mrs Jacinta Bazil Nayagam	*Ms. Jyoti Gupta	#Mr Hemant Ramdas Panchal
30.04.2019	Yes	Yes	Yes	Yes	Yes	NA
29.05.2019	Yes	Yes	Yes	Yes	Yes	NA
26.06.2019	Yes	Yes	Yes	Yes	Yes	NA

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TRADE WINGS LIMITED

SEVENTIETH ANNUAL REPORT 2019-20

13.08.2019	Yes	Yes	Yes	Yes	NA	NA
06.09.2019	Yes	Yes	Yes	Yes	NA	NA
15.10.2019	Yes	Yes	Yes	Yes	NA	NA
13.11.2019	Yes	Yes	Yes	Yes	NA	NA
04.01.2020	Yes	Yes	Yes	Yes	NA	Yes
23.01.2020	Yes	Yes	Yes	Yes	NA	Yes
12.02.2020	Yes	Yes	Yes	Yes	NA	Yes
23.03.2020	Yes	Yes	Yes	Yes	NA	Yes

*Ms Jyoti Gupta, Non- Executive Director, had resigned with effect from August, 13 2019 due to some pre-occupations, and;

Mr Hemant Ramdas Panchal, Non- Executive Director of the committee was appointed with effect from November, 13 2019 by the Board of Directors on the recommendation of the Nomination and Remuneration Committee.

Further, as required under Schedule IV of the Companies Act, 2013, the meeting of the Independent Directors of the Company was held on 12[th] February, 2020 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 2019-2020.

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SEVENTIETH ANNUAL REPORT 2019-20

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 Company's 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 form part of this report.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company, during the year, has entered into transactions, as specified under 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. 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:

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a) In preparation of the annual accounts for the financial year ended March 31, 2020, 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, 2020 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, 2020; 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, 2020.

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 Company's internal financial controls were adequate and effective during the year under review.

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DIRECTORS REPORT

TRADE WINGS LIMITED

SEVENTIETH ANNUAL REPORT 2019-20

20. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with applicable Secretarial Standards.

21. MANAGERIAL REMUNERATION:

The information required to be disclosed with respect to the remuneration of Directors and KMP's in the Directors' Report pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out as an ANNEXURE - 6 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.

22. RISK MANAGEMENT:

The Company's 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 Company's various business and operational risks, through strategic actions. Risk management is integral part of

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DIRECTORS REPORT

TRADE WINGS LIMITED

SEVENTIETH ANNUAL REPORT 2019-20

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 Company's internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's Risk Management policies, systems and procedures.

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

23. CORPORATE SOCIAL RESPONSIBILITY:

It is the Company's 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 Board's Report details as required under section 135 of the Companies Act, 2013 and the Rules made thereunder hence, no such details are given in this Report.

24. 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 – 7 and forms a part of this Report.

25. OTHER DISCLOSURES/REPORTING:

Your Directors state that no disclosure or reporting is required in respect of 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.

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DIRECTORS REPORT

TRADE WINGS LIMITED SEVENTIETH ANNUAL REPORT 2019-20

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 Company's 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.

26. ACKNOWLEDGEMENTS:

Your Directors express their deep gratitude for the co-operation and support extended to the Company by its members, customers, suppliers, bankers and various government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to their continued co-operation.

The Directors regret the loss of life due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic.

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

Sd/-

Dr. Shailendra P. Mittal Chairman & Managing Director DIN: 00221661 Address: 62-A, Mittal Bhavan, Pedder Road, Mumbai – 400026

Date: 28[th] December 2020 Place: Mumbai

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ANNEXURE-l NOMINATION ANDREMUNERATION POLICY

TRADE WINGS LIMITED SEVENTIETH ANNUAL REPORT 2019-20

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.

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ANNEXURE-l NOMINATION ANDREMUNERATION POLICY

TRADE WINGS LIMITED SEVENTIETH ANNUAL REPORT 2019-20

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.

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ANNEXURE-l NOMINATION ANDREMUNERATION POLICY

TRADE WINGS LIMITED SEVENTIETH ANNUAL REPORT 2019-20

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 IncomeTax 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

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ANNEXURE-l NOMINATION ANDREMUNERATION POLICY

TRADE WINGS LIMITED SEVENTIETH ANNUAL REPORT 2019-20

3) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short- and long-term 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 Director's 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.

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ANNEXURE-l NOMINATION ANDREMUNERATION POLICY

TRADE WINGS LIMITED SEVENTIETH ANNUAL REPORT 2019-20

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 ormay 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.

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ANNEXURE-l NOMINATION ANDREMUNERATION POLICY

TRADE WINGS LIMITED SEVENTIETH ANNUAL REPORT 2019-20

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.

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ANNEXURE-l NOMINATION ANDREMUNERATION POLICY

TRADE WINGS LIMITED SEVENTIETH ANNUAL REPORT 2019-20

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 Board's 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.

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ANNEXURE-l NOMINATION ANDREMUNERATION POLICY

TRADE WINGS LIMITED SEVENTIETH ANNUAL REPORT 2019-20

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 asper 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[st] April 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

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ANNEXURE-l NOMINATION ANDREMUNERATION POLICY

TRADE WINGS LIMITED SEVENTIETH ANNUAL REPORT 2019-20

scale and quantum of the perquisites including, employer's 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 I% of the net profits of the Company computed as per the applicable provisions of the Companies Act,2013.

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ANNEXURE-l NOMINATION ANDREMUNERATION POLICY

TRADE WINGS LIMITED SEVENTIETH ANNUAL REPORT 2019-20

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 and signed by the 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 the Company, will be made if there are specific reasons to do so in an individual case.

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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 Company's 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	-152381471.22
6.	Total assets	310048702.55
7.	Total Liabilities	310048702.55
8.	Investments	650100
9.	Turnover	252334608.28
10.	Profit before taxation	-9526622.82
11.	Provision for taxation	3857263
12.	Profit after taxation	-5669359.82
13.	Proposed Dividend	NIL
14.	Extent of Shareholding	99.99%

Notes :

Names of subsidiaries which are yet to commence operations: Not Applicable
Names of subsidiaries which have been liquidated or sold during the year: Not Applicable

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Part "B": Associates and Joint Ventures Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Not applicable as the Company did not have any Associate Company or Joint Venture during the reporting period

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

Sd/Sd/-

Dr. Shailendra P. Mittal Vishwanathan Nair Chairman & Managing Director CFO DIN:00221661 PAN: AEXPN2757E

Sd/-

Zurica Pinto

Company Secretary PAN:APGPC8935F

Date: 28[th] December 2020 Place: Mumbai

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Form No. MR-3

SECRETARIAL AUDIT REPORT

For the Financial Year ended 31[st ] March, 2020

[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

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 Company’s 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 31[st ] March, 2020, 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 31[st ] March, 2020 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The following Regulations and Guidelines prescribed under Securities and Exchange Board of India Act, 1992 (SEBI Act):-
a) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
b) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
c) 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:

a) IATA Guidelines for Agents; and,

Office number 216, 2nd Floor, Pancharatna Building, Opera House, Charni Road (East), Mumbai-400004 Contact Us.: 022- 4011 5434| 9322241040| 9987173114| 9987495434 Email: [email protected]

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b) Prevention of Money Laundering Act, 2002.
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 except:

The compliance certificate under sub-regulation (3) of regulation 7 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for half financial year ended 31[st ] March, 2020 was submitted beyond the prescribed timelines to the stock exchange.
A statement for quarter ended March, 2020 giving the number of investor complaints pending at the beginning of the quarter, those received during the quarter, disposed of during the quarter and those remaining unresolved at the end of the quarter under sub-regulation (3) of regulation 13 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was submitted beyond prescribed timelines to the stock exchange. The Company has paid fine levied by the stock exchange in this regard however on representation by the Company to the stock exchange to waive the fine, owing to the unfortunate circumstance of lock down due to global COVID pandemic, the same was considered and waived off by the stock exchange.
A statement showing holding of securities and shareholding pattern for quarter ended March, 2020 under sub-regulation (1) of regulation 31SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was submitted beyond prescribed timelines to the stock exchange. The Company has paid fine levied by the stock exchange in this regard.
The annual audited financial results for quarter ended March, 2020 under regulation 33 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was submitted beyond prescribed timelines to the stock exchange. The Company has received various emails and fine has also been levied by the stock exchange pursuant to SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/12. Further, the Company had submitted annual audited financial results for quarter ended March, 2020 without statement of cash flow as applicable, however, the same was submitted later, upon discrepancy intimation by the stock exchange in this regard.
A certificate under sub-regulation (9) of regulation 40 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was submitted beyond prescribed timelines to the stock exchange.

We further report that :

a) 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.

Office number 216, 2nd Floor, Pancharatna Building, Opera House, Charni Road (East), Mumbai-400004 Contact Us.: 022- 4011 5434| 9322241040| 9987173114| 9987495434

Email: [email protected]

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b) Adequate notice was given to all Directors to schedule the Board Meetings,agenda and notes to agenda were sent in accordance with the applicable provisions. 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.
c) During the period, all the decisions in the Board Meetings were carried out unanimously.

Further, the provision of regulation 19A of Securities Contract (Regulation) Rules, 1957, public shareholding of the Company may be required to be evaluated considering the fact that in the public shareholdings of the Company certain body Corporates and individual holding shares may be part of promoter family. Though the exact relationship with promoters is not ascertained nor it has been confirmed that these shareholder(s) fall under definition of promoters group, the same needs to evaluated and accordingly the management has informed that the same will be reviewed 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 were unable to physically verify the statutory records of the Company due to lockdown announced by Government of India on account of COVID- 19 pandemic. However, reliance was placed on records available on MCA portal, stock exchange website, records made available to us electronically for verification of compliances and representation from the management of the Company for certain compliances.

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Place: Mumbai Date: 27/01/2021

Gopika S. Shah - Partner GHV & Co. -Practising Company Secretaries FCS No.: 10416 C. P. No.: 11663 UDIN: F010416B002274018

Note: This report is to be read with our letter of even date, which is annexed as ‘AnnexureA’ and forms an integral part of this report.

Office number 216, 2nd Floor, Pancharatna Building, Opera House, Charni Road (East), Mumbai-400004 Contact Us.: 022- 4011 5434| 9322241040| 9987173114| 9987495434 Email: [email protected]

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‘ Annexure A’

To, The Members, Trade Wings Limited

Our Secretarial Audit Report for the financial year ended on March 31, 2020 of even date is to be read along with this letter:

Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on reasonable basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices followed by the Company, provide a reasonable basis for our opinion.
We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedures to the extent possible.
The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
We were unable to physically verify the statutory records of the Company due to lockdown announced by Government of India on account of COVID- 19 pandemic. However, reliance was placed on records available at MCA portal/ shown to us electronically for verification of compliances.

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Gopika Shah - Partner GHV & Co., Practising Company Secretaries Date: 27/01/2021 FCS No.: 10416; C.P. No.: 11663 Place: Mumbai UDIN: F010416B002274018

Office number 216, 2nd Floor, Pancharatna Building, Opera House, Charni Road (East), Mumbai-400004 Contact Us.: 022- 4011 5434| 9322241040| 9987173114| 9987495434

Email: [email protected]

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ANNEXURE – 4 FORM NO. MGT 9

TRADE WINGS LIMITED

SEVENTIETH ANNUAL REPORT 2019-20

	ANNEXURE - 4	ANNEXURE - 4
	FORM NO. MGT 9
	EXTRACT OF ANNUAL RETURN
	as on financial year ended on 31.03.2020
	Pursuant to Section 92 (3) of the Companies Act, 2013 and rule	12(1) of the Company (Management & Administration ) Rules, 2014.

I	REGISTRATION & OTHER DETAILS:

i	CIN	L63040GA1949PLCOOO168
ii	Registration Date	November 29, 1949
iii	Name of the Company	Trade Wings Limited
iv	Category/Sub-category of the Company	Company limited by Shares/Non-govt company
v	Address of the Registered office & contact details	1st Floor, Naik Building, Opp. Don Bosco High School, Mahatma Gandhi Road, Panaji North, Goa - 403001 Telephone: 0832 2435166 E-mail: [email protected]
vi	Whether listed company	Yes
vii	Name , Address & contact details of the Registrar & Transfer Agent, if any.	Bigshare Services Private Limited 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri (East), Mumbai - 400072. Tel. No: 022-62638200, Fax: 022 4043 0251 E-mail: [email protected]

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II	PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
	All the business activities contributing 10% or more of the total turnover of the company stated below:
SL No	Name & Description of main products/services	NIC Code of the Product /service	% to total turnover of the company
1	Travel AgencyActivities	79110		66.49

III	PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES
Sl No	Name & Address of the Company	CIN/GLN	HOLDING/ SUBSIDIARY/ ASSOCIATE	% OF SHARES HELD	APPLICABLE SECTION
1	Narayani Hospitality & Academic Institution Private Limited 18/20, K Dubash Marg, Kalaghoda, Fort, Mumbai - 400001	U80100MH1987PTC042725	Holding Company	74.61%	2(46)
2	Trade Wings Hotels Limited 1st Floor, Naik Building, Opp. Don Bosco High School, Mahatma Gandhi Road, Panaji North Goa 40300 I	U5510 IGAI989PLC000966	Subsidiary Company	100%	2(87)(ii)

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IV	SHAREHOLDING PATTERN(Equity Share capital Break up as % to total Equity)	SHAREHOLDING PATTERN(Equity Share capital Break up as % to total Equity)	SHAREHOLDING PATTERN(Equity Share capital Break up as % to total Equity)	SHAREHOLDING PATTERN(Equity Share capital Break up as % to total Equity)	SHAREHOLDING PATTERN(Equity Share capital Break up as % to total Equity)	SHAREHOLDING PATTERN(Equity Share capital Break up as % to total Equity)	SHAREHOLDING PATTERN(Equity Share capital Break up as % to total Equity)

Category of Shareholders	No. of Shares held at the beginning of the year (April 1, 2019)				No. of Shares held at the end of the year ( March 31, 2020)				% change during theyear
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoters

(1)Indian
a)Individual/HUF	9640	0	9640	0.32	9640	0	9640	0.32	0
b) Central Govt.or State Govt.	0	0	0	0	0	0	0	0
c)Bodies Corporates	2238341	0	2238341	74.61	2238341	0	2238341	74.61	0
d)Bank/FI	0	0	0	0	0	0	0	0
e)Anyother	1030	49	1079	0.04	1079	0	1079	0.04	0

SUB TOTAL:(A) (1)	2249011	49	2249060	74.97	2249060	0	2249060	74.97	0

(2) Foreign
a)NRI- Individuals	0	0	0	0	0	0	0	0	0
b)Other Individuals	0	0	0	0	0	0	0	0	0
c)Bodies Corp.	0	0	0	0	0	0	0	0	0
d)Banks/FI	0	0	0	0	0	0	0	0	0
e)Anyother…	0	0	0	0	0	0	0	0	0

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SUB TOTAL(A) (2)	0	0	0	0	0	0	0	0	0

Total Shareholding of Promoter (A)= (A)(1)+(A)(2)	2249011	49	2249060	74.97	2249060	0	2249060	74.97	0


B. PUBLIC SHAREHOLDING

(1) Institutions
a)Mutual Funds	0	0	0	0	0	0	0	0	0
b)Banks/FI	0	0	0	0	0	0	0	0	0
C)Cenntralgovt	0	0	0	0	0	0	0	0	0
d)State Govt.	0	0	0	0	0	0	0	0	0
e)Venture Capital Fund	0	0	0	0	0	0	0	0	0
f)Insurance Companies	0	0	0	0	0	0	0	0	0
g)FIIS	0	0	0	0	0	0	0	0	0
h) Foreign Venture Capital Funds	0	0	0	0	0	0	0	0	0
i)Others(specify)	0	0	0	0	0	0	0	0	0

SUB TOTAL(B)(1):	0	0	0	0	0	0	0	0	0

(2) Non Institutions
a)Bodies corporates	424	619051	619475	20.65	211	618651	618862	20.63	0
i) Indian	0	0	0	0	0	0	0	0	0
ii)Overseas	0	0	0	0	0	0	0	0	0

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b)Individuals	0	0	0	0	0	0	0	0	0
i) Individual shareholders holding nominal share capital upto Rs.1 lakhs	32216	57767	89983	3.00	32449	57655	90104	3.00	0
ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs	41320	0	41320	1.38	41974	0	41974	1.40	0.0000
c)Others(specify)- NRI	162	0	162	0.01	0	0	0	0	0

SUB TOTAL(B)(2):	74122	676818	750940	25.03	74634	676306	750940	25.03	0

Total Public Shareholding (B)= (B)(1)+(B)(2)	74122	676818	750940	25.03	74634	676306	750940	25.03	0

C. Shares held by Custodian for GDRs & ADRs	0	0	0	0	0	0	0	0	0

Grand Total(A+B+C)	2323133	676867	3000000	100	2323694	676306	3000000	100	-

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(ii) SHAREHOLDING OF PROMOTERS

Sl No.	Shareholders Name	Shareholding at the beginning of the year (April 1, 2019)	Shareholding at the beginning of the year (April 1, 2019)	Shareholding at the beginning of the year (April 1, 2019)	Shareholding at the end of the year (March 31, 2020)	Shareholding at the end of the year (March 31, 2020)	Shareholding at the end of the year (March 31, 2020)	% change in share holding during the year
		NO of shares	% of total shares of the company	% of shares pledged encumbered to total shares	NO of shares	% of total shares of the company	% of shares pledged encumbered to total shares
1	Narayani Hospitality & Academic Institution Private Limited	22,38,341	74.61%	-	22,38,341	74.61%	-	-
2	Shailendra Parmeshwarji Mittal	9,640	0.32%	-	9,640	0.32%	-	-
	Shailendra Parmeshwarji Mittal Family Trust	1079	0.04%	-	1,079	0.04%	-
	Total	22,49,060	74.97%	-	22,49,060	74.97%	-	-

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(iii) CHANGE IN PROMOTERS' SHAREHOLDING (SPECIFY IF THERE IS NO CHANGE)

Sl. No	Particulars	Shareholding at the beginning of the year (April01, 2019)	Shareholding at the beginning of the year (April01, 2019)	Cumulative Shareholding during the year	Cumulative Shareholding during the year
	For Each of the Directors & KMP Name of Director	No.of shares	% of total shares of the company	No of shares	% of total shares of the company
1	Narayani Hospitality & Academic Institution Private Limited
	At the beginning of the year	22,38,341	74.61	-	-
			There is no change in Shareholding
	At the end of the year	22,38,341	74.61	22,38,341	74.61
2	Shailendra Parmeshwarji Mittal
	At the beginning of the year	9,640	0.32	-	-
			There is no change in Shareholding
	At the end of the year	9,640	0.32	9,640	0.32
3	Shailendra Mittal Family Trust
	At the beginning of the year	1,079	0.04	-	-
			There is no change in Shareholding
	At the end of the year	1,079	0.04	1,079	0.04

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(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs)

Sl. No	Particulars	Shareholding at the beginning of the year (April, 01, 2019)	Shareholding at the beginning of the year (April, 01, 2019)	Date wise increase/decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/ bonus/sweat equity etc)	Cumulative Shareholding during the year	Cumulative Shareholding during the year
	For Each of the Directors & KMP Name of Director	No. of shares	% of total shares of the company		No of shares	% of total shares of the company
1.	BENJO HOLDINGS PVT LTD	187736	6.257866667	-	187736	6.257866667
	At the end of theyear				187736	6.257866667
2.	SAGARKNYA INV.& FINANCE P LTD	184525	6.150833333		184525	6.150833333
	At the end of theyear				184525	6.150833333
3.	VISHWADEEP INVT.& FINA. PVT L.	181870	6.062333333		181870	6.062333333
	At the end of theyear				181870	6.062333333
4.	VISHWABHARTI HOLDINGS PVT LTD	64320	2.144		64320	2.144
	At the end of theyear				64320	2.144
5.	URMILA RAMGOPAL AGARWAL	41974	1.399133333		41974	1.399133333
		At the end of theyear			41974	1.399133333
6.	HEMLATA VIKAS BHANSALI	4312	0.143733333		4312	0.143733333
		At the end of theyear			4312	0.143733333
7.	NAINESH JAYKANT BHATT	3000	0.1		3000	0.1
		At the end of theyear			3000	0.1
8.	RAJAL RINESH BHANSALI	1744	0.058133333		1744	0.058133333
		At the end of theyear			1744	0.058133333
9.	SURESH MITTAL	1720	0.057333333		1720	0.057333333
		At the end of theyear			1720	0.057333333
10.	KHORSHED E SODAWATERWALA	1450	0.048333333		1450	0.048333333
		At the end of theyear			1450	0.048333333
	Total	672651	22.4217		672651	22.4217

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(v) Shareholding of Directors & KMP

Sl. No	Particulars	Shareholding at the beginning of the year (April 01, 2019)	Shareholding at the beginning of the year (April 01, 2019)	Cumulative Shareholding during the year (April 01, 2019 to March 31, 2020)	Cumulative Shareholding during the year (April 01, 2019 to March 31, 2020)	Cumulative Shareholding during the year (April 01, 2019 to March 31, 2020)
	For Each of the Directors & KMP Name of Director	No.of shares	% of total shares of the company	No of shares		% of total shares of the company
1	Dr. Shailendra Mittal (DIN: 00221661) *
	At the beginning of the year- 01.04.2019	10,719	0.36	-		-
	Increase/decrease duringtheyear	There is no change in Shareholding
	At the end of theyear- 31.03.2020 10719 0.36				10,719	0.36

*Of the above-mentioned shares, 1079 shares are held as a Trustee of Shailendra Mittal Family Trust

No other Director or KMP holds any shares in the Company

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V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment (Rs. In Lakhs)

V. INDEBTEDNESS	V. INDEBTEDNESS	V. INDEBTEDNESS	V. INDEBTEDNESS	V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment (Rs. In Lakhs)
Indebtness at the beginning of the financial year	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness

i)Principal Amount	1671.34	446.10	0	2117.44
ii) Interest due but not paid	0	0	0	0
iii) Interest accrued but not due	0	0	0	0

Total(i+ii+iii)	1671.34	446.10	0	2117.44

Change in Indebtedness during the financial year
Additions	2951.74	202.10	0	3153.84
Reduction	2708.10	44.85	0	2752.95
Net Change	-243.64	-157.25	0	-400.89

Indebtedness at the end of the financial year
i)Principal Amount	1671.43	446.10	0	2117.53
ii)Interest due but not	0	0	0	0

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paid
iii) Interest accrued but not due	0	0	0	0

Total(i+ii+iii)	1671.43	446.10	0	2117.53

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole time director and/or Manager:

Sl. N o	Particulars of Remuneratio n		*Name of the Directors - Dr. Shailendra P. Mittal(MD) **	Total Amount
1	Gross salary
	(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961.	0.00/	-	0.00/
	(b) Value of perquisites u/s 17(2) of the Income tax Act,1961	0.00/	-	0.00/
	(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961	0.00/	-	0.00/

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2	Stock option	0.00/	-	0.00/
3	Sweat Equity	0.00/	-	0.00/
4	Commission	0.00/	-	0.00/
	as % ofprofit	0.00/	-	0.00/
	others (specify)	0.00/	-	0.00/
5	Others, please specify Gratuity and leave encashment	0.00/	-	0.00/
	Total(A)	0.00/	-	0.00/
	Ceiling as per the Act	The total managerial remuneration payable in respect of financial year 2019-2020 shall not exceed eleven per cent of the net profit of the Company for financial year 2019-2020 or if the same exceeds, it shall be within the limits of Schedule-V Part II of the Companies Act, 2013.

B. Remuneration to other directors:

Sl.No	Particulars of Remuneration	Name of the Directors	Total Amount (Rs. In Lakhs)
1	Independent Directors	R. Vaidhyanathan*
	(a) Fee for attending board committee meetings	0.00/-	0.00/-

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	(b)Commission	0.00/-	0.00/-
	(c)Others, please specify	0.00/-	0.00/-
	Director Remuneration	0.00/-	0.00/-
	Director Remuneration	0.00/-	0.00/-
	Total(1)	0.00/-	0.00/-
2	Other Non Executive Directors	Hemant Panchal
	(a) Fee for attending board committee meetings	7.80/-	7.8/-
	(b)Commission	0.00/-	0.00/-
	(c ) Others, please specify.	0.00/-	0.00/-
	Total (2)	7.80/-	7.80/-
	Other Non Executive Directors	Jacinta Nayagam*
	(a) Fee for attending board committee meetings	0.00/-	0.00/-
	(b)Commission	0.00/-	0.00/-
	(c)Others, please specify.	0.00/-	0.00/-
	Total(3)	0.00/-	0.00/-

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	Total (B)=(1+2+3)	7.80/-	7.80/-
	Total Managerial Remuneration	7.80/-	7.80/-
	Overall Ceiling as per the Act.	The total managerial remuneration payable in respect of financial year 2019-2020 shall not exceed eleven per cent of the net profit of the Company for financial year 2019-2020 or if the same exceeds, it shall be within the limits of Schedule-V Part II of the Companies Act, 2013.

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:	C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:	C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:	C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:	C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:	C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:

Sl. No.	Particulars of Remuneration		Key Managerial Personnel
1	Gross Salary (Rs. In Lakhs)	Vishwanathan Nair, CFO	Zurica Kevin Pinto, Company Secretary	CEO	Total
	(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961.	6.75/-	2.26/-	-	9.01/-
	(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961	0.00/-	0.00/-	-	0.00/-

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	(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961	0.00/-	0.00/-	-	0.00/-
2	Stock Option	0.00/-	0.00/-	-	0.00/-
3	Sweat Equity	0.00/-	0.00/-	-	0.00/-
4	Commission	0.00/-	0.00/-	-	0.00/-
	as % ofprofit	0.00/-	0.00/-		0.00/-
	others,specify	0.00/-	0.00/-		0.00/-
5	Others, please specify	0.00/-	0.00/-	-	0.00/-
	Total	6.75/-	2.26/-	-	9.01/-

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES NIL

Type	Section of the Companies Act	Brief Description	Details of Penalty/Punishment/Compounding fees imposed	Authority (RD/NCLT/Court)	Appeall made if any (give details)

A. COMPANY:

Penalty	NA	-	-	-	-
Punishment	NA	-	-	-	-
Compounding	NA	-	-	-	-

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B. DIRECTORS

Penalty	NA	-	-	-	-
Punishment	NA	-	-	-	-
Compounding	NA	-	-	-	-

C. OTHER OFFICERS IN DEFAULT

Penalty	NA	-	-	-	-
Punishment	NA	-	-	-	-
Compounding	NA	-	-	-	-

FOR AND ON BEHALF OF THE BOARD OF TRADE WINGS LIMITED

Sd/-

Dr Shailendra Mittal

Chairman and Managing Director DIN :00221661 Address: 62-A, Mittal Bhavan, Pedder Road, Mumbai - 400026

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ANNEXURE-5 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS ANDOUTGO

TRADE WINGS LIMITED SEVENTIETH ANNUAL REPORT 2019-20

ANNEXURE-5

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

(Pursuant to provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule8(3)

of the Companies (Accounts) Rules, 2014)

A. ENERGY CONSERVATION:

1. The steps taken or impact on conservation of energy:

Your Company is in the service industry and not having any manufacturing activity. Your Company has always considered energy and natural resource conservation as a focus area and has been consciously making efforts towards its conservation. Even though the operations of the Company are not energy intensive, the Company on continuous basis takes measures for conservation of power.

Your Company has taken several sustainable steps voluntarily to contribute towards better environment. Select few steps are listed below:

a) Use of natural Lightning and natural ventilation
b) Use of energy efficient electric equipment
c) Educating employees and workers for energy conservation

2. The steps taken by the Company for utilising Alternate Sources of Energy:

The Company is using electricity as main source of its energy requirement and does not have any alternate source of energy.

3. The capital investment on energy conservation equipment's:

For the year under review, there was no investment in energy conservation equipment's.

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TRADE WINGS LIMITED SEVENTIETH ANNUAL REPORT 2019-20

B. TECHNOLOGY ABSORPTION :

1. The efforts made towards technology absorption :

The Company evaluates the best available technology for improving its performance and quality of its service operations.

2. The benefits derived like product improvement, cost reduction, product development or import substitution:

The Company has not absorbed/made any new technology during the year.

3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

No technology was imported during the three years proceeding to the year under

report.

4. Expenditure incurred on Research and Development:

Nil

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The total Foreign Exchange Earning and Outgo in terms of actual inflow and out flow

during the year was as follows:

Particulars	Financial year 2019-2020	Financial year 2018-2019
Foreign Exchange inflow	Nil	172.54
Foreign Exchange outflow	16.59	43.62

For and on behalf of Board of Directors of

Trade Wings Limited

Sd/-

Dr Shailendra P. Mittal

Chairperson & Managing Director DIN: 00221661 Address: 62-A, Mittal Bhavan, Pedder Road, Mumbai 400026

Date: 28[th] December 2020 Place: Mumbai

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ANNEXURE-6 DETAILS OF REMUNERATION

TRADE WINGS LIMITED SEVENTIETH ANNUAL REPORT 2019-20

ANNEXURE-6

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 2019-2020 and the percentage increase in remuneration of each Director during the Financial Year 2019- 2020 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	0%	Nil
2.	Mrs. Jacinta Nayagam (Independent Director)	Nil	0%	Nil
3.	Mr. R. Vaidyanathan (Independent Director)	Nil	0%	Nil
4.	Mr. Vishwanathan K. Nair (Chief Financial Officer)	Rs.6.75/-	1.06%	30.52
5.	Mrs. Zurica Kevin Pinto Company Secretary)	Rs.2.26/-	1.18%	10.22
6.	*Ms. Jyoti Gupta (Non Executive Director)	Nil	Nil	Nil
7.	**Mr Hemant Ramdas Panchal (Non Executive Director)	Rs.7.80/-	1.08%	35.26

*Ms Jyoti Gupta, Non- Executive Director of the committee had resigned with effect from August, 13 2019 due to some pre-occupations, and;

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ANNEXURE-6 DETAILS OF REMUNERATION

TRADE WINGS LIMITED SEVENTIETH ANNUAL REPORT 2019-20

**Mr Hemant Ramdas Panchal, Non- Executive Director of the Company was appointed with effect from November, 13 2019 by the Board of Directors on the recommendation of the Nomination and Remuneration Committee.

ii. The percentage increase in the median remuneration of employees in the Financial Year:

In the Financial Year 2019-2020, there was an increase of 9.09% in the median remuneration of employees.

iii. The number of permanent employees on the rolls of Company: There were 159 (including KMP) permanent employees on the rolls of the Company as on March 31, 2020.
iv. Average percentile increases 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 2019-2020 was 9.09 % and increase in the remuneration of Directors or KMPs was 1.11 % during the Financial Year 2019-2020. 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:

Sr No	1.	2.
Name	Mr. Ramnath Prakash	Mr. Shivesh Samnath
Designation	Branch Manager	Branch Manager
Remuneration paid (Rs in Lakhs)	Rs. 1.55/- p.m.	Rs. 0.94/- p.m.
Nature of employment	Permanent	Permanent
Qualification and experience	Diploma, more than 27 years	B.A, more than 38 years of

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ANNEXURE-6 DETAILS OF REMUNERATION

TRADE WINGS LIMITED

SEVENTIETH ANNUAL REPORT 2019-20

		of experience		experience
Date of Commencement of employment		October 23, 1991		April 1, 1981
Age		53 years		58 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

Sr No		3.		4.
Name	Mr. Ajay Seth		Mr. Valigno Dias
Designation	Manager		Branch Manager
Remuneration paid (Rs in Lakhs)	Rs.0.72/- p.m.		Rs.0.65/- p.m.
Nature of employment	Permanent		Permanent
Qualification and experience	Graduate, more than 23 years of experience		Post Graduate, more than 25 years of experience
Date of Commencement of employment	November 1, 1995		August 1, 1993
Age	52 years		51 years
Pervious Employment	India Habitat Centre		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

~~74~~

ANNEXURE-6 DETAILS OF REMUNERATION

TRADE WINGS LIMITED

SEVENTIETH ANNUAL REPORT 2019-20

Sr No	5.	6.
Name	Mr. Rakesh Sharma	Mr. Yogesh Kumar Singh
Designation	Accounts Manager	Branch Manager
Remuneration paid (Rs in Lakhs)	Rs.0.68/- p.m.	Rs.0.62/- p.m.
Nature of employment	Permanent	Permanent
Qualification and experience	Graduate, more than 26 years of experience	B.Com, More than 18 years of experience
Date of Commencement of employment	July 20, 1992	February 28, 2001
Age	53 years	45 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

Sr No	7.	8.
Name	Mr. B.V. Warade	Mr. Sunil S. Londhe
Designation	Branch Manager	Branch Manager
Remuneration paid (Rs in Lakhs)	Rs.0.61/- p.m.	Rs.0.60/- p.m.
Nature of employment	Permanent	Permanent
Qualification and experience	Graduate. More than 36 years of experience	Graduate. More than 24 years of experience
Date of Commencement of employment	02nd August, 1996	16th April, 2007
Age	60 Years	46 Years

~~75~~

ANNEXURE-6 DETAILS OF REMUNERATION

TRADE WINGS LIMITED

SEVENTIETH ANNUAL REPORT 2019-20

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

Sr No	9.	10.
Name	Mr. Joseph Lucio Agnelo Pinto	Mr. S. Ganapathy Subramanian
Designation	Branch Manager	Branch Manager
Remuneration Lakhs) paid (Rs in	Rs.0.60/- p.m.	Rs.0.51/- p.m.
Nature of employment	Permanent	Permanent
Qualification and experience	Graduate. More years of experience than 44	Graduate. More than 26 years of experience
Date of Commencement of employment	April 18, 1975	01st May, 2007
Age	73 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

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 shall be made available to any shareholder on a specific request made by him/her in

~~76~~

ANNEXURE-6 DETAILS OF REMUNERATION

TRADE WINGS LIMITED SEVENTIETH ANNUAL REPORT 2019-20

writing before the date of seventieth (70th) Annual General Meeting wherein financial statements for the financial year 2019-2020 are proposed to be adopted by shareholders and such particulars shall be made available by the company within three days from the 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 shall 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: [email protected]

For and on behalf of Board of Directors of

Trade Wings Limited

Sd/-

Dr Shailendra P. Mittal

Chairman & Managing Director DIN: 00221661 Address : 62-A, Mittal Bhavan, Pedder Road, Mumbai 400026.

Date: 28[th] December 2020 Place: Mumbai

~~77~~

ANNEXURE-7 TRADE WINGS LIMITED MANAGEMENT DISCUSSION AND ANALYSIS SEVENTIETH ANNUAL REPORT 2019-20 REPORT

ANNEXURE-7

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

1. INDUSTRY STRUCTURE AND DEVELOPMENTS

Overview:

The Company is a Public Limited Company incorporated and domiciled in India and has its Registered Office at Goa, India and Corporate office in Mumbai. In addition to this, the Company has branches in more than 34 cities in India. The Company has its equity listed on BSE Limited. The Company has been steadily expanding its customer base, infrastructure, and service lines by establishing new branches in different cities in India. The Company operates in tourism industry and also provides Cargo Services.

The Indian tourism and hospitality industry have emerged as one of the key drivers of growth among the services sector in India. The second-largest sub-segment of the services sector comprising trade, repair services, hotels and restaurants. Tourism in India accounts for 9.2 per cent of the GDP and is one of the largest foreign exchange earners for the country. India ranks 13[th] in the world in terms of foreign exchange earnings from tourism. The total contribution of travel and tourism to Indian GDP is forecasted to increase to US$ 492.21 billion by 2028.

Tourism in India has significant potential considering the rich cultural and historical heritage, variety in ecology, terrains and places of natural beauty spread across the country. Tourism is also a potentially large employment generator besides being a significant source of foreign exchange for the country.

Tourism and hospitality are included as one of the focus sectors under Government's 'Make in India' initiative. India's tourism industry has lauded the proposed Budget allocation of ₹ 2,500 crore for the financial year 2020-21 and INR 3150 crore will be allocated to the Ministry of Culture. The Government has also said that improvement of the tourism industry is directly related to growth and job creation.

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ANNEXURE-7 TRADE WINGS LIMITED MANAGEMENT DISCUSSION AND ANALYSIS SEVENTIETH ANNUAL REPORT 2019-20 REPORT

Trade Wings Limited: Poised for Growth

Each of our business has its own unique and secular growth drivers and we enjoy a relatively good position within each business.

The Company undertakes the business activities in the following areas:

Travel and travel related services Cargo and Others

Opportunities and Threats:

Opportunities:

Recovery and growth of economy as well as significant technology changes are presenting several opportunities to the Company. Further, the Make in India initiative of Government of India has also increased tourism in India, in addition to Investment. Also the Government has introduced process of tourist visa on arrival for citizens of certain countries which make travel easy. Trade Wings Limited sees opportunities of growth on the back of reviving global economies, political and social stability in the country. With the second largest population in the world, India also presents a large number of potential consumers.

Threats :

The global travel services industry is highly competitive with competition arising from Multinational Companies and few Indian Companies having sizable presence globally and also in the country. The stiff competition can lead to pressure on pricing, and hence can impact Company growth and profitability.

The Company being in service industry, it is associated with supply side risks on availability of talented pool of people and experts. Also attracting talented people and attrition remains a risk.

~~79~~

TRADE WINGS LIMITED SEVENTIETH ANNUAL REPORT 2019-20

ANNEXURE-7 MANAGEMENT DISCUSSION AND ANALYSIS REPORT

2. SEGMENT-WISE PERFORMANCE:

During the year under review, the Company was operating in two segments viz.

I. Cargo and Others
Travel Related Services

The segment-wise performance of the Company during the year is given below:

	Particulars	Years ended March 31, 2020 (Amount in Lakhs.)
	Total Segment Revenue
	Cargo and Others	708.52
	Travel Related Services	22125.02
	Less: Inter Segment Revenue
	Cargo and Others	-
	Travel Related Services	-
	Revenue from External Customers
	Cargo and Others	708.52
	Travel Related Services	22125.02
	Segment Profit/Loss before Interest and Tax
	Cargo and Others	0.31
	Travel Related Services	(62.79)
	Total	(62.48)
	Less: Interest	307.79
	Less: Other un-allocable expenditure net of un-allocable 0 income	-
	Total Profit before Tax	(370.27)

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ANNEXURE-7 TRADE WINGS LIMITED MANAGEMENT DISCUSSION AND ANALYSIS SEVENTIETH ANNUAL REPORT 2019-20 REPORT

3. OUTLOOK:

The future of the travel services industry will largely be shaped by the economic, social and political environment between the countries. The friendly relation between the two counties will ultimately boost our business.

The terrorist threats have hit the travel industry globally. Our company has also been affected by it. However, the governments all over the world are taking terrorist threats seriously and are making efforts to neutralize the threats. The way the governments around the world prevent the terrorist activities, will play a key role in our industry. The Company is well poised to grow in the coming years.

4. RISKS AND CONCERNS:

This report lists forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these statements as a result of certain factors. This section lists our, risks and concerns:

Our business will suffer if we fail to anticipate and provide new services and enhance existing services to keep pace with rapid changes in the businesses on which we focus.
In the event that the Government of India or the government of another country
changes its external affairs policies in a manner that is averse to us, our revenues may be affected, reducing our profitability,
The Tours and Travel industry is a cyclical industry and is sensitive to changes in the economy in general, A slowdown in global economy in general and any of our focused economies in particular can unfavourably impact our business,
Major Terrorist attack in the country
Any Natural calamities or riots,
Changes in foreign currency rates,
Negative changes in export

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ANNEXURE-7 TRADE WINGS LIMITED MANAGEMENT DISCUSSION AND ANALYSIS SEVENTIETH ANNUAL REPORT 2019-20 REPORT

One of the concerns is the Goods and Service Tax ("GST"), The GST Council announced that non-AC restaurants will charge 12% GST on food, AC restaurants and those with liquor license 18% per cent, and five star hotels will charge a GST of 28% to some extent which will make India uncompetitive as taxes in neighbouring countries like Republic Macedonia, Qatar, Kuwait, Bahrain range between 5% to 15%.

5. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company maintains adequate internal control system, which provides, amongst other things, reasonable assurance of recording the transactions of its operations in all material aspects and of providing protection against significant misuse or loss of Company's assets,

The Company has an adequate system of internal controls implemented for achieving efficiency in operations, optimum utilization of resources with analysis of data to strengthen it to meet the changing requirements.

The Board and the Audit Committee are responsible for maintaining the risk management framework and internal control processes and policies. The Board assesses and approves its overall risk appetite, monitors the risk exposure and sets the group-wide limits, which are periodically reviewed. The Company's management systems, organizational structures, processes, standards, code of conduct and behaviours together form a system of internal control that governs how it conducts its businesses and manages associated risks.

The effectiveness of the internal control mechanism is reviewed by internal audit team and by the Statutory Auditors. The Audit Committee of the Board periodically reviews the functioning of the internal audit and the implementation of the recommended measures to improve the internal control mechanism.

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ANNEXURE-7 TRADE WINGS LIMITED MANAGEMENT DISCUSSION AND ANALYSIS SEVENTIETH ANNUAL REPORT 2019-20 REPORT

6. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE: (AMOUNT IN LAKHS)

Particulars	2019-2020	2018-2019	Change (%)
Revenue from operations	22267.00	27709.87	(19.64)
Other income (2)	566.18	761.47/-	(25.65)
Sub-total (1+2)	22833.18	28471.34/-
Total Expenditure	22896.03	28451.72/-	(19.53)
Profit/(Loss) before Tax	(62.84)	19.61/-	(420.45)
Profit/(Loss) after Tax	(113.13)	13.41/-	(943.62)

The revenues from operations of the Company have decreased by 19.64% as compared to the previous financial year. There has been decrease of 5442.87 /- in the revenues from operation of the Company from the previous year. The expenses have also been decreased by 5555.69/-

. The Other Income of the Company has decreased by 195.29/- During the current financial year the Company has recorded Loss before tax of (62.84)/- as compared to the profit before tax of 19.61/- in the previous year. The Company is expected to earn more profits in the coming years.

7. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL RELATIONS FRONT:

In any service enterprise, employees form the core of an organization. We recognize the vitality of this stakeholder. A significant portion of our management focus is invested in engaging with our employees and improvement of services to the client's satisfaction.

During the year the Company has not reported any Management-Employee conflict.

The Company is committed to create an appropriate climate, opportunities and systems to facilitate identification, development and utilization of employees' full potential on a continuous basis.

Number of employees: There were 159 employees (including KMP) on the pay roll of the Company as on March 31,2020.

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ANNEXURE-7 TRADE WINGS LIMITED MANAGEMENT DISCUSSION AND ANALYSIS SEVENTIETH ANNUAL REPORT 2019-20 REPORT

8. DETAILS OF SIGNIFICANT CHANGES (I.E. CHANGE OF 25% OR MORE AS COMPAREDTO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR) IN KEY FINANCIAL RATIOS, ALONG WITH DETAILED EXPLANATIONS THEREFOR:

Sr No	Particulars	% / Amount (in lacs)	% / Amount (in lacs)	% Increase / Decrease	Explanation for change
		2019-2020	2018-2019
i.	Debtors Turnover (Rs)	2282.64	2661.66	-14.24%
ii.	Inventory Turnover (Rs)	47.26	108.99	-56.64%	Due to impact of COVID - 19
iii.	Interest Coverage Ratio	0.94	0.07
iv.	Current Ratio (%)	1.27	0.97	30.93	Due to impact of COVID - 19
v.	Debt equity Ratio (%)	7.11	12.93	-45.01	Due to impact of COVID - 19
vi.	Operating Profit Margin (Rs)	(62.48)	19.64	-418%	Due to impact of COVID - 19
vii.	Net Profit Margin (Rs)	(124.83)	14.83	-941.75%	Due to impact of COVID-19

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ANNEXURE-7 TRADE WINGS LIMITED MANAGEMENT DISCUSSION AND ANALYSIS SEVENTIETH ANNUAL REPORT 2019-20 REPORT

9. DETAILS OF ANY CHANGE IN RETURN ON NET WORTH AS COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR ALONG WITH A DETAILEDEXPLANATION THEREOF:

Sr No	Particulars	%	%	% Increase / Decrease	Explanation for change
		2019-2020	2018-2019
i.	Return on Net Worth (Rs.)	601.83	728.82	17.36%	As a result of COVID-19 all our Domestic / International Travel Operation are closed

Cautionary Statement:

Certain statements made in the management discussion and analysis report relating to the Company's objectives, projections, outlook, expectations, estimates and others may constitute 'forward looking statements' within the meaning of applicable laws and regulations, Actual results may differ from such expectations, projections and so on, whether express or implied. Several factors could make a significant difference to the Company's operations. These include economic conditions affecting demand and supply, government regulations and taxation, natural calamities and so on over which the Company may or may not have any direct control. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statements, on the basis of any subsequent developments, information or events.

For and on behalf of Board of Directors of

Trade Wings Limited

Sd/-

Dr Shailendra P. Mittal Chairman & Managing Director

DIN: 00221661 Address: 62-A, Mittal Bhavan, Pedder Road, Mumbai 400 026. Date: 28[th] December, 2020 Place: Mumbai

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TRADE WINGS LIMITED

CIN: L63040GAI949PLCOOOl68

Registered Office: 1[st] Floor, Naik Building, Opp. Don Bosco High School, Mahatma Gandhi Road, Panaji North Goa 403001

Tel no.: +91 (022) 4230 9455, Fax.: +91 (022) 2204 6053

Email: [email protected],Website: www.tradewings.in

ATTENDANCE SLIP

70[th] Annual General Meeting on Monday,22[nd] February, 2021 at 11:30 A.M. at 1[st] Floor, Naik Building, Opp. Don Bosco High School, Mahatma Gandhi Road, Panaji

North Goa 403001

Please fill attendance slip and hand it over at the entrance of the meeting venue

Name of the members(s)……………………………………………….……………………… Name of the Proxy*………………………………………………………….…………………. Registered address ………………………………………………………….………………… E-mail ID:…………………………………………………………………..…………………. Folio No:……………….DP ID#:……………………………. Client ID#:……………..…… Number of shares held ………………………………………..

I certify that I am a registered member / proxy for the registered Member of the Company and I hereby record my presence at the 70[th] Annual General Meeting on Monday,22[nd] February, 2021 at 11:30 A.M. at 1[st] Floor, Naik Building, Opp. Don Bosco High School, Mahatma Gandhi Road, Panaji North Goa 403 001.

……………………………………………..

Signature of member/Authorized Representative/proxy holder(s)

Note: Please fill this attendance slip and hand it over at the entrance of the hall.

*Applicable in case Proxy is attending the meeting.

Applicable for investors holding shares in electronic form.

~~165~~

Form No. MGT - 11

PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Trade Wings Limited

CIN: L63040GA1949PLCOOO168

Regd. off: 1[st] Floor, Naik Building, Opp. Don Bosco High School, M.G. Road, Panaji Goa -01 Tel no.: +91 (022) 4230 9455, Fax.: +91 (022) 2204 6053 Email Id: [email protected], website: www.tradewings.in

70[th] Annual General Meeting - Monday, 22[nd] February, 2021

70thAnnual General Meeting - Monday, 22	nd February, 2021
Name of the member (s):	.
Registered Address:	.
E-mail ld:	.
Folio no. /Client ID &DPID:	.

I/We being a Member(s) of shares of the above-named company, hereby appoint:

Name:…………………………………………………. Email id …………………………… Address:………………………………………………………………………………………. ………………………………………………………………………………………………… Signature:…………………………………………….. or failing him/her
Name:…………………………………………………. Email id …………………………… Address:………………………………………………………………………………………. ………………………………………………………………………………………………… Signature:…………………………………………….. or failing him/her
Name:…………………………………………………. Email id …………………………… Address:……………………………………………………………………………………… …………………………………………………………………………………………… Signature:…………………………………………….. or failing him/her

as my/our proxy to attend and vote for me/us and on my/our behalf at the Seventieth Annual

General Meeting of the Company to be held on Monday, 22[nd] February, 2021 at 11:30 AM at the Registered Office of the Company at 01[st] Floor, Naik Building, Opp. Don Bosco High School, M.G. Road, Panaji North Goa - 403001 and at any adjournment thereof in respect of such resolutions as are indicated below:

~~166~~

Res. No.	Description	For	Against
Ordinary Business
1.	To receive, consider and adopt the audited Standalone financial statement of the Company for the financial year ended March 31, 2020 together with the reports of the Board of Directors and Auditors thereon;
2.	To receive, consider and adopt the audited consolidated financial statement of the Company for the financial year ended March 31, 2020 alongwith the report of Auditors thereon;
3.	To appoint Mr Hemant Ramdas Panchal (DIN: 08602861), who retires by rotation as a Director and offer himself to be appointed as a Director of the Company;
4.	To appoint M/s Aalok Mehta & Co. Chartered Accountant having firm registration no. 126756W as Statutory Auditor of the Companyforperiod of 5 consecutiveyears.
Special Business
5.	To regularise the appointment of Mr Hemant Ramdas Panchal (DIN: 08602861),as a Director of the Company.

Signed this………………….. day of ..................... 2020

Signature of Shareholder

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Re.1/-
Revenue
Stamp
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Signature of Proxy holder(s)

Note:

This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.
Please put a 'X' in the appropriate column against the resolutions indicated in the Box.

If you leave the ‘For’ or' Against' column blank against any or all the resolutions, your proxy will be entitled to vote in the manner as he/she thinks appropriate.

Appointing a proxy does not prevent a member from attending the meeting in person if he/she so wishes.
In the case of joint holders, the signature of anyone holder will be sufficient, but names of all the joint holders should be stated.

~~167~~

AI assistant

Trade Wings Ltd. — Annual Report 2021

62680_rns_2021-02-20_7bdd49d9-b538-4a35-bab7-2c3369714909.pdf

REF : TRADE WINGS LIMITED (SCRIP CODE: 509953)

SUBJECT: CORRIGENDUM- CORRECTION OF TYPOGRAPHICAL ERROR IN END DATE OF VOTING THROUGH ELECTRONIC MEANS

BSE Limited,

Dear Sir/Madam,

REF: TRADE WINGS LIMITED (SCRIP CODE: 509953)

SUBJECT: ANNUAL REPORT FOR THE FINANCIAL YEAR 2019-2020

For and on behalf of TRADE WINGS LIMITED

70[th] Annual Report 2019 – 2020

Board of Directors:

Chief Financial Officer:

Company Secretary and Compliance Officer:

Registered Office:

Corporate Office:

Statutory Auditors:

Secretarial Auditors

Bankers:

Registrar & Share Transfer Agent:

Website and E-mail id:

CONTENTS

ORDINARY BUSINESS:

SPECIAL BUSINESS:

By Order of the Board of Directors For Trade Wings Limited

Dr. Shailendra P. Mittal

NOTES:

NOTICE

NOTICE

TRADE WINGS LIMITED

22. Voting through electronic means:

In case of members receiving the physical copy:

By Order of the Board of Directors For Trade Wings Limited

Dr. Shailendra P. Mittal

Route Map of venue of the AGM:

Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013

ITEM NO.3

ITEM NO. 4

DIRECTORS' REPORT

1. FINANCIAL SUMMARY OR HIGHLIGHTS PERFORMANCE OF THE COMPANY:

2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR:

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

4. DIVIDEND:

5. RESERVES:

6. DIRECTORS & KEY MANAGERIAL PERSONS:

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

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

VENTURES / ASSOCIATE COMPANIES:

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

10. AUDITORS AND AUDIT REPORTS:

A) STATUTORY AUDITORS:

Auditors' Report

B) BRANCH AUDITORS:

C) INTERNAL AUDITORS:

D) SECRETARIAL AUDITORS:

11. EXTRACT OF THE ANNUAL RETURN:

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

13. DETAILS OF COMMITTEES OF THE BOARD:

A. AUDIT COMMITTEE COMPOSITION :

SEVENTIETH ANNUAL REPORT 2019-20

Mr Hemant Ramdas Panchal, Non- Executive Director of the committee was appointed with effect from November, 13 2019 by the Board of Directors on the recommendation of the Nomination and Remuneration Committee.

B. NOMINATION AND REMUNERATION COMMITTEE:

TRADE WINGS LIMITED

Mr Hemant Ramdas Panchal, Non- Executive Director of the committee was appointed with effect from November, 13 2019 by the Board of Directors on the recommendation of the Nomination and Remuneration Committee.

C. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

14. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

TRADE WINGS LIMITED

SEVENTIETH ANNUAL REPORT 2019-20

Mr Hemant Ramdas Panchal, Non- Executive Director of the committee was appointed with effect from November, 13 2019 by the Board of Directors on the recommendation of the Nomination and Remuneration Committee.

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

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

17. PARTICULARS OF GUARANTEES OR INVESTMENTS UNDER SECTION 186:

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

19. DIRECTORS' RESPONSIBILITY STATEMENT:

20. COMPLIANCE WITH SECRETARIAL STANDARDS:

21. MANAGERIAL REMUNERATION:

22. RISK MANAGEMENT:

23. CORPORATE SOCIAL RESPONSIBILITY:

24. MANAGEMENT DISCUSSION AND ANALYSIS:

25. OTHER DISCLOSURES/REPORTING:

Trade Wings Ltd. Annual Report 2021