Tradewell Holdings Director Report

Dear Members,



The Directors have great pleasure in presenting the Annual Report

together with the Audited Statement of Annual Accounts for the Year

ended 31st March, 2015.



FINANCIAL RESULTS: (Rupees in lakhs)



2014-2015 2013-2014



income from Operation 326.51 315.60



Expenditure 292.71 290.31



Gross Profit after Interest 33.80 25.29



But before Depreciation and Tax



Less: Depreciation 19.10 9.70



Profit after Depreciation 14.70 15.59



Provision For Tax 6.62 3.10



Profit available for appropriation 8.08 12.49



Transfer to General Reserve 0.00 0.00



Balance retained in Profit & Loss Account 8.08 12.49



PERFORMANCE



The over all performance for the financial year ended 31st March, 2015

was satisfactory. The profits of company earned during the year

amounted to Rs. 8,08,083/- However, your Directors are confident that

the company will do much better in future and trying its level best to

further improve its performance.



DIVIDEND



In order to conserve resources for expanding the business, your

Directors have opined not to recommend any dividend for the year

2014-2015.



SHARE CAPITAL



(A) Authorised Share Capital



The Authorised Share Capital of the Company stands at Rs.

160,000,000/-(divided into 16,000,000 Equity shares of Rs.10/- each).

During the year, there has been no change in the Authorised Share

Capital of the Company.



(B) Paid-up Share Capital Equity



The paid up Share Capital of the Company stands at Rs. 30,044,000/-

(divided into 3,004,400 Equity shares of Rs.10/- each). During the

year, there has been no change in the paid up Share Capital of the

Company.



MANAGEMENT DISCUSSIONS AND ANALYSIS:



As per clause 49 of the Listing Agreement with the Stock Exchanges, the

Management Discussion and Analysis report is annexed as "Annexure-1" to

this Report.



SUBSIDIARY COMPANY



Your Company has one subsidiary namely Ecopulse Infra Limited as on

March 31,2015 and holds 51% shares (4,84,500) in it. There are no

associate companies within the meaning of Section 2(6) of the Companies

Act, 2013 ("Act"). There has been no material change in the nature of

the business of the subsidiaries. A separate statement containing the

salient features of the financial statements of the company,s

subsidiary is being provided in Form AOC-1 alongwith financial

statements in terms of Section 129 (3) of the Companies Act, 2013



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.



The Details of the Subsidiary Company are as follows:



Name of the Company Ecopulse Infra Limited



CIN U45400UP2013PLC068389



Registered Office C-450, Sector-10, Noida Uttar Pradesh-201301



The company has sold all of its 51 % holding in the subsidiary company

on 22-04-2015 and is no longer a subsidiary effective 22-04-2015.



CONSOLIDATED FINANCIAL STATEMENTS



Your Directors have pleasure in attaching the consolidated financial

statement pursuant to clause 32 of the listing agreement entered into

with the stock exchange and prepared in accordance with the accounting

standard prescribed by the ICAI in this regard and forms part of the

annual report.



EMPLOYEE REMUNERATION



(A) The ratio of the remuneration of each director to the median

employee,s remuneration and other details in terms of sub-section 12 of

Section 197 of the Companies Act, 2013 read with Rule 5(1) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, are forming part of this report and is annexed as "Annexure - 2"

to this Report.



(B) The statement containing particulars of employees as required under

Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule

5 (3) of the Companies(Appointment and Remuneration of Managerial

Personnel) Rules, 2014, forms part of this report. In terms of Section

136 of the Companies Act, 2013 the same is open for inspection at the

Registered Office of the Company. Copies of this statement may be

obtained by the members by writing to the Company.



EMPLOYEES BENEFITS



Retirement benefit in the form of provident fund is a defined

contribution scheme. The contributions to the provident fund are

charged to the statement to the profit and loss for the year when the

contributions are due.



Provision has been made in the accounts for expenses of gratuity.



DISCLOSURE UNDER SUB- SECTION(3) OF SECTION 134 OF COMPANIES ACT, 2013,

READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014



A. CONSERVATION OF ENERGY



Your Company is not engaged in any manufacturing activity and thus its

operations are not energy intensive. However, adequate measures are

always taken to ensure optimum utilisation and maximum possible saving

of energy.



B. TECHNOLOGY ABSORPTION



Your Company actively pursues a culture of technology adoption,

leveraging on the advancements in technology to serve customers better,

manage process efficiently and economically and strengthen control

systems. The Company has maintained a technology friendly environment

for its employees to work in. In keeping with the current trends in the

areas of digital marketing and social media, the Company has

effectively used these avenues in positioning itself in the market

place and gain better Customer engagement.



C. FOREIGN EXCHANGE EARNINGS & OUTGO



There were no earnings and outgo in foreign exchange during the year

under review.



CODES, STANDARDS AND POLICIES AND COMPLIANCES THEREUNDER



CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT

PERSONNEL



Your Company has adopted a Code of Conduct for its Board of Directors

and the Senior Management Personnel. The Code requires the Directors

and employees of the Company to act honestly, ethically and with

integrity and in a professional and respectful manner. During the year

under review, the Code of Conduct was revised as per the revised Clause

49 of the Listing Agreement. A declaration by Chairman & Whole Time

Director with regard to compliance with the said code, forms part of

this Annual Report.



CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES



Your Company has in place a Code for Prevention of Insider Trading

Practices in accordance with the Model Code of Conduct, as prescribed

under Securities and Exchange Board of India (Prohibition of Insider

Trading) Regulations, 1992, as amended and has duly complied with the

provisions of the said code. The details of the same are provided in

Corporate Governance Report forming part of this Annual Report.



WHISTLE BLOWER POLICY



Pursuant to the provisions of Section 177 (9) & (10) of the Companies

Act, 2013 read with Rule 7 of Companies (Meetings of Board and its

Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Company

has adopted a Whistle Blower Policy, which provides for a vigil

mechanism that encourages and supports its Directors and employees to

report instances of unethical behaviour, actual or suspected, fraud or

violation of the Company,s Code of Conduct or Ethics Policy. It also

provides for adequate safeguards against victimisation of persons who

use this mechanism and direct access to the Chairman of the Audit

Committee in exceptional cases. The details of the same are provided in

Corporate Governance Report forming part of this Annual Report.



PREVENTION, PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE



The Company has in place a Policy on Prevention, Prohibition &

Redressal of Sexual Harassment of Women at Workplace and an Internal

Complaints Committee (ICC) has been constituted thereunder. The primary

objective of the said Policy is to protect the women employees from

sexual harassment at the place of work and also provides for punishment

in case of false and malicious representations.



COMPREHENSIVE RISK MANAGEMENT POLICY



Your Company has formulated and adopted a Comprehensive Risk Management

Policy which covers a formalised Risk Management Structure, alongwith

other aspects of Risk Management i.e. Credit Risk Management,

Operational Risk Management, Market Risk Management and Enterprise Risk

Management. The Risk Management Committee of the Board, on periodic

basis, oversees the risk management systems, processes and minimization

procedures of the Company.



NOMINATION REMUNERATION & EVALUATION POLICY



The Board has, on the recommendation of the Nomination & Remuneration

Committee framed a Nomination Remuneration & Evaluation Policy, which,

inter-alia, lays down the criteria for identifying the persons who are

qualified to be appointed as Directors and/or Senior Management

Personnel of the Company, alongwith the criteria for determination of

remuneration of Directors, KMPs and other employees and their

evaluation and includes other matters, as prescribed under the

provisions of Section178 of Companies Act, 2013 and Clause 49 of the

Listing Agreement. The details of the same are provided in Corporate

Governance Report forming part of this Annual Report.



RELATED PARTY TRANSACTION POLICY



Related Party Transaction Policy, as formulated by the Company, defines

the materiality of related party transactions and lays down the

procedures of dealing with Related Party Transactions. The details of

the same are provided in Corporate Governance Report forming part of

this Annual Report.



LISTING OF SECURITIES



The Company,s Shares are listed at The Bombay Stock Exchange Ltd.,

Mumbai. The address of the Stock Exchange is Phiroze Jeejeebhoy Towers,

Dalal Street, Mumbai, Maharashtra 400001 .The company has paid listing

fees to The Stock Exchange, Mumbai for the year 2015-2016.



DIRECTORS & KEY MANAGERIAL PERSONNEL



A brief resume of all the Directors, nature of their expertise in

specific functional areas and names of companies in which they hold

directorships, memberships/ chairmanships of Board Committees and their

shareholding in the Company are provided below:



Mr. Kamal Manchanda, age 53 years, is a B. Tech. Graduate and has wide

experience in the field of Real Estate and financial sector. He is also

Director in other Companies viz. Era Resorts Private Limited, Sahil

Securities Private Limited, Brand Realty Private Limited, Tradewell

Portfolios Private Limited, KR Buildtech Private Limited, Geek

Securities(India) Private Limited, Picasso Hospitality Private Limited,

Elite Realty Infratech Private Limited, GSU E Consulting Private

Limited, Indura Finlease Private Limited, Tradexpan (INDIA) Private

Limited, Centre Point Hospitality Management Private Limited, Sahil and

Elite Stock Broking Limited, Repoi Real Estate Services Private

Limited, Realtor Today Private Limted, Elite Landbuild Private Limited,

Elite Realbuild Private Limited, and Ecopulse Infra Limited. He is also

a member of Share Transfer and Investor Grievance Committee and audit

committee of your Company. He holds 12,92,945 Equity Shares in your

Company.



Mrs. Aruna Manchanda, age 45 years, is an Arts Graduate and has wide

experience in the field of education and financial sector. She is also

Director in other Companies viz. Sahil Securities Private Limited,

Brand Realty Private Limited, Tradewell Portfolios Private Limited,

Realtor Today Private Limted, Repoi Real Estate Services Private

Limited and Designated Partner in Ohaana Clothing LLP. She is also a

member of Share Transfer and Investor Grievance Committee, Nomination

and Remuneration Committee and Audit Committee of your Company. She

holds 7,55,760 Equity Shares in your Company.



In accordance with the requirements of the Companies Act, 2013 and the

Company,s Articles of Association, She is liable to retire by rotation

in this AGM and being eligible, offered herself for reappointment.

Directors solicit their approval for her reappointment as a director of

the Company Mr. Surendra Kancheti, age 56 years, is a Chartered

Accountant and has wide experience in the field of accounts, financial

market and wealth management. He is Independent director of your

company. He is also a Director in other companies viz. Sri Agencies &

Logistics Private Limited and Wealth Creators Private Limited. He is

also a member of Audit Committee and Nomination and Remuneration

Committee of your Company. He does not hold any share in your Company.



Mr. Nalin Mohan Mathur, age 61 years is a M.A. Post Graduate in

Economics and has wide experience in the field of export management. He

is not a director in any other company. He does not hold any share in

your Company. He is Independent director of your company from 31st July

2013. He is also a member of Audit Committee, Nomination and

Remuneration Committee and Share Transfer and Investor Grievance

Committee of your Company.



During the year under review, Ms. Shilpi Kulshrestha was appointed as

the Company Secretary of the Company with effect from 31st October,

2014 and resigned with effect from 22nd November, 2014.



All Independent Directors have given declarations that they meet the

criteria of independence as laid down under Section 149(6) of the

Companies Act, 2013 and Clause 49 of the Listing Agreement.



Based on the confirmations received, none of the Directors are

disqualified for being appointed/ reappointed as directors in terms of

Section 164 the Companies Act, 2013 with effect from September 04,

2014.



During the year under review, Mr. Kamal Manchanda was designated as the

Key Managerial Personnel of the Company, as per the provisions of

Companies Act, 2013.



During the year under review, the Board of Directors appointed Mr.

Nikhil Agarwal as a Chief Financial Officer effective 22.11.2014 as per

the provisions of Companies Act, 2013.



DIRECTOR''S RESPONSIBILITY STATEMENT



Your Directors would like to inform that the audited accounts containing

the Financial Statements for the year ended 31st March, 2015 are in

conformity with the requirements of the Companies Act, 2013 and they

believe that the financial statements reflect fairly the form and

substance of transactions carried out during the year and reasonably

present the Company,s financial condition and results of operations.

These Financial Statements are audited by M/s. R. Rastogi & Co.,

Chartered Accountants Statutory Auditors of the Company.



Pursuant to the provisions of Section 134(5) of the Companies Act,

2013, it is hereby confirmed that:



(a) in the preparation of the annual accounts for the year ended March

31, 2015, the applicable Accounting Standards had been followed along

with proper explanation relating to material departures,



(b) the directors had 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 31,2015 and of the profit of the Company for

that period;



(c) the directors had 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 had prepared the annual financial statements on a

going concern basis;



(e) the directors had laid down Internal Financial controls to be

followed by the company and that such internal financial controls are

adequate and were operating effectively; and



(f) the directors had devised proper systems to ensure compliance with

the provisions of all applicable laws and that such systems were

adequate and operating effectively



BOARD MEETINGS



The Company holds at least four Board meetings in a year, one in each

quarter, inter-alia, to review the financial results of the Company.

The Company also holds additional Board Meetings to address its

specific requirements, as and when required. All the decisions and

urgent matters approved by way of circular resolutions are placed and

noted at the subsequent Board meeting. Annual calendar of meetings of

the Board are finalised well before the beginning of the financial year

after seeking concurrence of all the Directors.



During the financial year 2014-15, Twelve (12) Board Meetings were

convened and held. The intervening gap between the Meetings was within

the period prescribed under the Companies Act, 2013 and the Listing

Agreement. The details of the Board meetings held during the year along

with the attendance of the respective Directors thereat are set out in

the Corporate Governance Report forming part of this Annual Report and

annexed as "Annexure-3".



INTERNAL AUDIT & INTERNALFINANCIAL CONTROL SYSTEMS



The Company has an Internal Audit Department, headed by a Senior

Management Personnel, Mr. Ankit Kapur Prop. of M/s Kapur & Associates,

Chartered Accountant, was appointed as an Internal Auditor under the

provisions of Section 138 of the Companies Act, 2013 who reports to the

Audit Committee of the Board.



The Internal Audit Department conducts comprehensive audit of

functional areas and operations of the Company to examine the adequacy

of and compliance with policies, procedures, statutory and regulatory

requirements. Significant audit observations and follow up actions

thereon are reported to the Audit Committee. The Audit Committee

reviews adequacy and effectiveness of the Company,s internal control

environment and monitors the implementation of audit recommendations.

The audit function maintains its independence and objectivity while

carrying out assignments. It evaluates on a continuous basis, the

adequacy and effectiveness of internal control mechanism. The function

also proactively recommends improvement in policies and processes,

suggests streamlining of controls against various risks.



Your Company has laid down set of standards, processes and structure,

which enables it to implement internal financial control across the

Company and ensure that the same are adequate and operating

effectively.



MATERIAL CHANGE



There was no material change affecting the financial position of the

company between the date of balance sheet and the date of this report,

except for the sale of subsidiary company.



SECRETARIAL AUDIT REPORT



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 of Directors of the Company had

appointed M/s. Parveen Rastogi & Co, Practicing Company Secretaries, to

undertake the Secretarial Audit of the Company for the financial year

2014-15. The Secretarial Audit Report for the financial year ended

March 31, 2015, is annexed as "Annexure - 4" to this report. The said

report, does not contain any qualification, reservation or adverse

remark, and thus do not call for any further comments.



AUDITORS



M/s R. Rastogi & Co., Chartered Accountants the Company,s Auditors

retire at the conclusion of this Annual General Meeting and being

eligible offer themselves for re-appointment which, if made, will be in

confirmation with the provisions of Section 139 of Companies Act, 2013

and Rules made thereunder.



AUDITOR,S REPORT AND NOTES ON ACCOUNT



The observations made by the auditors are self explanatory and have

also been further simplified in the notes to accounts.



Our responsibility is to express an opinion on these financial

statements based on our audit. We conducted our audit in accordance

with the Standards on Auditing issued by the Institute of Chartered

Accountants of India. Those Standards require that we comply with

ethical requirements and plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free

from material misstatement.



An audit involves performing procedures to obtain audit evidence about

the amounts and disclosures in the financial statements. The procedures

selected depend on the auditor,s judgement, including the assessment of

the risks of material misstatement of the financial statements, whether

due to fraud or error. In making those risk assessments, the auditor

considers internal control relevant to the Company,s preparation and

fair presentation of the financial statements in order to design audit

procedures that are appropriate in the circumstances. An audit also

includes evaluating the appropriateness of accounting policies used and

the reasonableness of the accounting estimates made by management, as

well as evaluating the overall presentation of the financial

statements.



We believe that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our audit opinion.



AUDIT COMMITTEE & OTHER BOARD COMMITTEES



The Company has a duly constituted Audit Committee as per the

provisions of Section 177 of Companies Act, 2013 and Clause 49 of the

Listing Agreement with the stock exchanges. The Board of Directors has

constituted other committees namely - Nomination and Remuneration

Committee, Share Transfer and Investor Grievance Committee and Risk

Management Committee which enables the Board to deal with specific

areas / activities that need a closer review and to have an appropriate

structure to assist in the discharge of their responsibilities. The

details of the composition of the Audit Committee alongwith that of the

other Board committees and their respective terms of reference are

included in the Corporate Governance Report forming part of this Annual

Report. The Audit Committee and other Board Committees meet at regular

intervals and ensure to perform the duties and functions as entrusted

upon them by the Board. The details of the Audit Committee and other

Board Committees are also set out in the Corporate Governance Report

forming part of this Annual Report.



RELATED PARTY TRANSACTIONS



There were no materially significant related party transactions i.e.

transactions of material nature, with its promoters, directors or

senior management or their relatives etc. that may have potential

conflict with the interest of company at large. Transactions entered

with related parties as defined under the Companies Act, 2013 and

Clause 49 of the Listing Agreement during the financial year 2014-15

were mainly in the ordinary course of business and on an arm,s length

basis.



Prior approval of the Audit Committee is obtained by the Company before

entering into any related party transaction as per the applicable

provisions of Companies Act, 2013 and Clause 49 of the Listing

Agreement. As per the provisions of Section 188 of the Companies Act

2013, approval of the Board of Directors is also obtained for entering

into Related Party Transactions by the Company. A quarterly update is

also given to the Audit Committee and the Board of Directors on the

related party transactions undertaken by the Company for their review

and consideration.



During the year, the Company has not entered into any material

contract, arrangement or transaction with related parties, as defined

under Clause 49 of the Listing Agreement and Related Party Transaction

Policy of the Company.



The policy on Related Party Transactions as approved by the Board is

uploaded on the Company,s website. None of the Directors have any

pecuniary relationships or transactions vis-a-vis the Company.



CORPORATE GOVERNANCE



Your Company has taken adequate measures to ensure that the provision

of Corporate Governance as prescribed under Clause 49 of the Listing

Agreement with Stock Exchange are complied with. A detailed report on

Corporate Governance, alongwith a certificate from Parveen Rastogi &

Co., Company Secretary in whole time practice on its Compliance by the

Company forms part of this report.



EXTRACT OF ANNUAL RETURN



Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act,

2013 read with Rule 12 of the Companies (Management and Administration)

Rules, 2014,the extract of the Annual Return as at March 31,2015, in

the prescribed form MGT 9, forms part of this report and is annexed as

"Annexure - 5".



ACKNOWLEDGEMENT



Your Director,s wish to place on records their gratitude to, the

Companies Customers, Bankers, Shareholders, dealers and suppliers for

their assistance and co-operation and who have helped the company in

its endeavor. The board also places on record its deep appreciation for

the excellent support received from the employees at all level during

the year.



By order of the Board of Directors



Sd/- Sd/-



Aruna Manchanda Kamal Manchanda

Place: Delhi (Director) (Whole time Director)

Dated: 05/09/2015 DIN : 00027965 DIN: 00027889