TAAL Enterprises Ltd
Directors Reports
To, The Members, TAAL Enterprises Limited
Your Directors' present herewith the Eighth Annual Report along
with Audited Financial Statements of the Company for the financial year ended March 31,
2022.
FINANCIAL HIGHLIGHTS
(Rs. in Lakhs)
| Particulars |
Standalone |
|
Financial Year |
|
2021-22 |
2020-21 |
| Total Income |
904.46 |
1117.49 |
| Expenditure |
46.34 |
79.36 |
| Profit/(Loss) after Tax |
800.07 |
964.41 |
OPERATIONS
During the year under review, the Total Income of the Company was Rs.
904.46 Lakhs as compared to Rs. 1,117.49 Lakhs during the previous year. The Profit after
tax for the year was Rs. 800.07 Lakhs as compared to Rs. 964.41 Lakhs during the previous
year. During the year under review, the Company did not operate the aircraft due to its
accident/scarping and currently is exploring various other options.
TRANSFER TO RESERVES
During the year, the Company has not transferred any amount to General
Reserves.
DIVIDEND
The Board of Directors of the Company had declared an interim dividend
of Rs. 25/- (Rs. Twenty Five only) on each fully paid 31,16,342 equity shares of Rs. 10/-
each (250% per share) amounting to Rs. 7,79,08,550/- during the Financial Year 2021-22.
The dividend was paid to those members of the Company whose names appeared in the Register
of Members of the Company as on August 12, 2021. The Interim Dividend declared during the
year shall be considered as the Final Dividend for the financial year 2021-22 and the
confirmation of the members is being sought.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act,2013
(‘Act') and the Articles of Association of the Company, Mr. Salil Taneja retires
by rotation and being eligible, offers himself for re-appointment. Mr. Salil Taneja was
re-appointed as Whole Time Director of the Company for a period of 3(three) years from
October 01, 2022 to September 30, 2025. Mr. Shyam Powar, Independent Director of the
Company, holds office upto the conclusion of the ensuing Annual General Meeting (AGM) Mr.
Sourabh Sonawane resigned from the position of Company Secretary and Compliance Officer
with effect from April 20, 2021. Mr. Himanshu Choradiya was appointed as Company Secretary
and Compliance Officer of the Company w.e.f. October 18, 2021 pursuant to Section 203 of
the Act & SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(‘Listing Regulations'). The Independent Directors of the Company had given a
declaration pursuant to Section 149(7) of the Act. The annual performance evaluation has
been done by the Board of its own performance and that of its committees and individual
Directors based on the criteria for evaluation of performance of independent directors and
the Board of Directors and its Committees as approved by the Nomination and Remuneration
Committee which the Board found to be satisfactory. The Board is of the opinion that the
Independent Directors of the Company possess adequate proficiency, experience, expertise
and integrity to best serve the interest of the Company. The brief resume of the Directors
proposed to be appointed/ re-appointed is given in the notice convening the AGM. The
Composition of Board of Directors of the Company and attendance at the Board meetings is
as follows:
| Name of the Director |
Category |
No. of Board Meetings
attended during |
|
|
F.Y 2021-22 |
| Mr. Salil Taneja |
Whole Time Director |
5 |
| Mr Arvind Nanda_| |
Independent Director |
5 |
| Mr. Shyam Powar | |
Independent Director |
1 |
| Mrs. Rahael Shobhana Joseph |
Non-Executive Director |
5 |
The details of Key Managerial Personnel as on March 31, 2022 are as
below:
| Sr. |
Name |
Designation |
| No. |
|
|
| 1 |
Mr. Salil Taneja |
Whole-Time Director |
| 2 |
Mr. Jitendra Muthiyan |
Chief Financial Officer |
| 3 |
Mr.Himanshu |
Company Secretary and |
|
Choradiya |
Compliance Officer |
SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES
As on date of this report, the Company has five direct and indirect
subsidiaries. In accordance with Section 129(3) of the Act, a statement containing salient
features on performance and _ financial position of the subsidiaries in Form AOC-1 is
provided in the Financial Statements forming part of this Annual Report.
The Company has framed a Policy for determining Material Subsidiaries
which is available on its website www.taalent.co.in TAAL Tech India Private Limited
(TTIPL) is the largest operating subsidiary of the Company. During the period under
review, TTIPL has completed buyback of 50,000 equity shares from its erstwhile CEO. As a
result, the shareholding of the Company in TTIPL stands increased to 94.44% from 89.47%
due to reduction of share capital of TTIPL.
PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public falling
within the purview of Section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014.
MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to the SEBI (LODR) Regulations, 2015 a separate section on
Management Discussion & Analysis is forming part of this Report.
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 15(2) of the SEBI (Listing Obligations
Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate
Governance Report are not applicable to the Company.
CORPORATE SOCIAL RESPONSIBILITY
The Company has duly complied with the Section 135 of the Act and the
applicable rules thereunder. Annual Report on CSR Activities for the Financial Year ended
March 31,2022 forms the part of this Report as ‘Annexure A'
BOARD MEETINGS
During the year under review 5 Board Meetings were held as under:
| Sr. No. |
| Date of Meeting |
| 1 |
June 11, 2021 |
| 2 |
August 12, 2021 |
| 3 |
October 18, 2021 |
| 4 |
November 11, 2021 |
| 5 |
February 14, 2022 |
The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013 / SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
AUDIT COMMITTEE AND VIGIL MECHANISM
The present composition of Audit Committee is as follows:
| Name of Director |
Chairman/ Member |
| Mr. Shyam Powar |
Chairman |
| Mrs. Rahael Shobhana Joseph |
Member |
| Mr. Arvind Nanda |
Member |
The Whistle Blower Policy/ Vigil Mechanism of the Company as
established by the Board is available on its website www. taalent.co.in
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, your
Directors make the following statement:
i. that in preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures:
i, thatthe Directors have selected such accounting policies &
applied them consistently & made judgments & estimates, that are reasonable &
prudent so as to give a true and fair view of the state of affairs of the Company at end
of the financial year March 31, 2021 and of the profit of the Company for that period;
ili, that 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 & other irregularities;
iv. that the Directors have prepared the annual accounts on a going
concern basis;
v. that the directors have laid down Internal financial Controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
vi. that the directors have devised proper systems to ensure compliance
with provisions of all applicable laws & that such systems were adequate &
operating effectively.
ANNUAL RETURN
As per Section 134(3)(a) of the Companies Act, 2013, the Annual Return
referred to in Section 92(3) has been placed on the website of the Company at
www.taalent.co.in
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION & FOREIGN EXCHANGE
EARNINGS & OUTGO
The particulars as required under Section 134(3)(m) of the Act is
forming part of this Report as Annexure ‘B'.
NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Policy of the Company on
Director's appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and the criteria for
performance evaluation as laid down by Nomination and Remuneration Committee has been
defined in the Nomination and Remuneration Policy. The said policy is available on its
website at www.taalent.co.in Details pertaining to Section 197(12) of the Act read with
rules framed their under forms part of this report as Annexure ‘C'. Astatement
showing details of employees in terms of Rule 5(2) and (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.
However, in terms of Section 136 of the Act, the Annual Report
excluding the aforesaid information is being sent to the members and others entitled there
to. The said statement is available for inspection by the Members at the Registered Office
of the Company during business hours on working days up to the date of the ensuing AGM. If
any Member is interested in obtaining a copy thereof, such Member may write to the Company
at secretarial@taalent.co.in
AUDITORS STATUTORY AUDITORS
Pursuant to Section 139 of the Companies the Act, 2013 (the
‘Act') and the Rules framed there under, the Shareholders of the Company at the
6th Annual General Meeting (AGM) held on September 30, 2020, approved the appointment of
M/s. V P Thacker & Co., Chartered Accountants, (Firm Registration No. 118696VW) as the
Statutory Auditors of the Company to hold office for a period of 5 (five) consecutive
years till the conclusion of 11th AGM of the Company.
SECRETARIAL AUDITOR
Pursuant to Section 204 of the Act and the Rules made thereunder, the
Board of Directors had appointed Giriraj A. Mohta, Practicing Company Secretary for
conducting the Secretarial Audit of the Company for the financial year 2021- 22. The
Report of the Secretarial Audit in Form MR - 3 is annexed herewith as an Annexure
‘D' to this Report. There are no qualifications, reservations or adverse remarks
made by the Secretarial Auditors in their audit report for the year ended March 31, 2022.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Particulars of Loans, Guarantees & Investments covered under
Section 186 of the Act has been given in Notes to Financial Statements forming part of
this Annual Report.
RISK MANAGEMENT
The Company has a robust risk management framework to identify and
mitigate risks arising out of internal as well as external factors.
INTERNAL FINANCIAL CONTROLS
The Company has an internal financial control framework which is
commensurate with the size, scale and complexity of its operations. The Statutory Auditors
of the Company reviewed the same on periodical basis.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the year under review, the Company has not entered into any
contract/ arrangement transaction with related parties which were either not at an
arm's length or not in the ordinary course of business & further could be
considered material in accordance with the policy of the Company on materiality of related
party transactions.
Hence, there is no information to be provided in Form AOC-2 while
particulars of Related Party Transactions in terms of Ind AS-24 are forming part of the
enclosed financial statements. GENERAL
No significantor material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's operations in
future. There is no change in the nature of business of the Company. There was no change
in the authorized as well as paid up share capital of the Company during the year under
review. There have been no material changes and commitment, if any affecting the financial
position of the company which have occurred between the end of the financial year of the
Company to which the financial report relates and the date of the report. The provisions
relating to the constitution of Internal Complaints Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable
to the Company. During the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has complied with applicable Secretarial standards. Maintenance of Cost
records under Section 148(1) of the Companies Act, 2013 is not applicable to the Company.
REGISTRAR AND SHARE TRANSFER AGENT
Shareholders may contact Registrar and Share Transfer Agent of the
Company at the following address: Link Intime India Private Limited Block No. 202, 2nd
Floor, Akshay Complex, Near Ganesh Temple, Off Dhole Patil Road, Pune 411001. Tel.:
020-26160084 Fax: 020- 26163503 E-mail: pune@linkintime.co.in
ACKNOWLEDGEMENTS
The Directors take this opportunity to thank their Customers, Bankers,
Vendors, Aviation authorities, Government and regulatory authorities and all other
stakeholders for their valuable sustained support. The Directors also express their deep
appreciation to all the employees' for their hard work, dedication and Commitment.
|
For and on behalf of Board of Directors |
| Date : May 30,2022 |
Salil Taneja |
| Place: Pune |
Chairman |
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