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TAAL Enterprises Ltd.

BSE: 539956 Sector: Services
NSE: N.A. ISIN Code: INE524T01011
BSE LIVE 15:40 | 12 Dec 165.35 1.35
(0.82%)
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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 162.00
PREVIOUS CLOSE 164.00
VOLUME 2088
52-Week high 249.95
52-Week low 125.25
P/E
Mkt Cap.(Rs cr) 52
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 162.00
CLOSE 164.00
VOLUME 2088
52-Week high 249.95
52-Week low 125.25
P/E
Mkt Cap.(Rs cr) 52
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

TAAL Enterprises Ltd. (TAALENTERPRISES) - Director Report

Company director report

To the Members of TAAL Enterprises Limited

Your Directors present herewith the Second Annual Report and Audited FinancialStatements of the Company for the financial year ended March 31 2016.

FINANCIAL HIGHLIGHTS

(Rs. In lakhs)
Particulars 2015-16 2014-15
Gross Income 860.01 378.31
Expenditure 910.01 655.30
Profit/(Loss) after Tax (50.01) (276.99)

DIVIDEND

Yours Directors are unable to recommend Dividend for the financial year ended on March312016in view of the loss.

OPERATIONS

During the previous year the Charter plane was grounded for two and a half months forthe purpose of scheduled maintenance (mandatory Hot Section Inspection). Despite of thisthe Company has registered a significant growth in revenue during the year on account ofimproved business environment.

AUTHORISED SHARE CAPITAL

Pursuant to the Scheme of Arrangement between Taneja Aerospace and Aviation Ltd. (TAAL)and TAAL Enterprises Limited the Authorized Share Capital of the Company has beenincreased to Rs. 50000000/- (Rupees Five Crore Only) divided into 5000000 (FiftyLakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each.

SCHEME OF ARRANGEMENT

Pursuant to the Scheme of Arrangement 50000 equity shares of Rs. 10/- each held byTAAL in the Company were reduced and cancelled. Consequently the Company also ceased tobe a subsidiary of TAAL. Pursuant to the Scheme of Arrangement the Shareholders of TAALas on September 30 2015 (Record Date/ Book closure) have been allotted 1 (One) EquityShare of Rs. 10/- each in the Company for every 8 (Eight) Equity Shares of Rs. 5/- eachheld in TAAL. As a result the Paid-up Share Capital of the Company increased to Rs.311.63 Lakhs.

RESERVES

The Company has transferred Rs. 5 Lacs to Capital Reserve on account of cancellation ofshares pursuant to the Scheme of Arrangement.

LISITING OF SHARES ON BSE LIMITED

The equity shares of the Company got listed on BSE and trading commenced with effectfrom July 5 2016.

The BSE Scrip code of the Company is 539956 and the ISIN is INE524T01011.

INDEPENDENT DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Nirmal Chandra and Mr. Ajay Joshi were appointed as Additional Directors(Independent) of the Company w.e.f April 18 2016 to hold office upto the ensuing AnnualGeneral Meeting.

Mr. Nirmal Chandra has been appointed as Chairman of the Board.

Mr. C. S. Kameswaran Director of the Company has been redesignated as Whole-TimeDirector of the Company w.e.f. April 1 2016.

Ms. Sakina Sami has been appointed as Company Secretary of the Company w.e.f. November7 2015.

The Company has already identified a candidate and is in the process of appointing himas a ChiefFinancial Officer.

The Independent Directors of the Company had given a declaration pursuant to Section149(7) of the Companies 2013 (‘Act').

The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which include criteria for performanceevaluation of the Non-Executive Directors and Executive Directors like: Knowledge andSkills Familiarity with the Company and its business Monitoring Company's CorporateGovernance Practices Development of strategies and risk management systems Participationand attendance in meetings Professional conduct Sharing of information etc.

OTHER DIRECTORS

In accordance with the provisions of the Act and the Articles of Association of thecompany Mr. C. S. Kameswaran retires by rotation and being eligible offers himself forre-appointment.

M/s. Prakash Saralaya and Salil Taneja ceased to be Directors of the Company w.e.fApril 22 2016 due to personal reasons. The Board places on record its appreciation andthanks them for their valuable contribution to the Company.

Mrs. Shobhana Joseph has been appointed as an Additional Director (Non-Independent) ofthe Company w.e.f. April 18 2016to hold office upto the ensuing Annual General Meeting.

The composition of existing Board of Directors of the Company is as follows:

Name of the Director Category No. of Board meetings attended during Financial year 2015-16
C. S. Kameswaran Whole time Director 6
Shobhana Joseph Non-Executive Director NA
Nirmal Chandra Independent Director NA
Ajay Joshi Independent Director NA

During the year under review Seven Board Meetings were held as under:

Date of Meeting

1. May 25 2015

2. June 15 2015

3. August 14 2015

4. September 7 2015

5. November 7 2015

6. November 13 2015

7. February 25 2016

AUDIT COMMITTEE

Audit Committee was constituted by the Board in their meeting held on April 22 2016.

The composition of Audit Committee is as follows:

Name of Director Chairman/ Member
Ajay Joshi Chairman
Shobhana Joseph Member
Nirmal Chandra Member

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was constituted by the Board in their meetingheld on April 18 2016.

The composition of Nomination and Remuneration Committee is as follows:

Name of Director Chairman/ Member
Ajay Joshi Chairman
Shobhana Joseph Member
Nirmal Chandra Member

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee was constituted by the Board in their meetingheld on April 22 2016.

The composition of Stakeholders Relationship Committee is as follows:

Name of Director Chairman/ Member
Shobhana Joseph Chairman
C S Kameswaran Member

AUDITORS

Pursuant to Section 139 of the Companies Act 2013 and the Rules framed thereunder theShareholders of the Company at the 1st AGM held on September 29 2015 approved theappointment of M/s. MZSK & Associates Chartered Accountants as the Statutory Auditorsof the Company to hold office for a period of 5 (Five) consecutive years till theconclusion of 6th AGM of the Company subject to ratification of their appointment atevery AGM.

The Auditors have confirmed their eligibility and willingness to continue to act asAuditors and the Directors recommend their ratification at the ensuing Annual GeneralMeeting.

AUDITORS REMARKS

In respect of Emphasis of Matter by the Statutory Auditors on the Standalone &Consolidated Financial Statements it has been explained in Notes forming part of saidFinancial Statements which is self-explanatory and therefore do not call for any furthercomments.

SUBSIDIARY COMPANIES

During the year under review pursuant to the Scheme of Arrangement TAAL Tech IndiaPvt. Ltd. and First Airways Inc. USA became subsidiaries of the Company with effect fromAugust 21 2015.

As on date of this report The Company has five Direct & Indirect subsidiaries. Areport in Form AOC-1 on performance & financial position of the subsidiaries as perthe Companies Act 2013 is provided in the Financial Statements forming part of thisAnnual Report.

FIXED DEPOSITS

The Company has not accepted any deposits from the public.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis Report is forming part of this Report.

CORPORATE GOVERNANCE REPORT

Pursuant to R. 15(2) of the SEBI (LODR) Regulations 2015 the Corporate GovernanceReport is not applicable to the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) (c) read with Section 134 (5) of the Actyour Directors make the following statement:

i) that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

ii) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year March 31 2016 and of the Loss of the Company for that period;

iii) that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv) that the Directors had prepared the annual accounts on a going concern basis;

v) that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

vi) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in Form MGT-9 is forming part of this Report as AnnexureA.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &OUTGO

The particulars as required under Section 134(3)(m) of the Act is forming part of thisReport as Annexure-B.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company on director's appointment andremuneration including criteria for determining qualifications positive attributesindependence of a director and other matters is available on its website www.taalent.co.in

The criteria for performance evaluation as laid down by Nomination and RemunerationCommittee has been defined in the Nomination and Remuneration Policy.

Details pertaining to remuneration of employees required under Section 197(12) of theAct read with Rules made there under is forming part of this Report as Annexure-C.

SECRETARIAL AUDIT REPORT

The provisions of Section 204 of the Act with regard to Secretarial Audit are notapplicable to the Company since the Company was not a listed entity as on March 31 2016.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The Particulars of Loans Guarantees and Investments covered under Section 186 of theAct are provided in the Notes to Financial Statements forming part of this Annual Report.

RISK MANAGEMENT

The Company is developing a risk management frame work including the policy coveringmaterial risks. Further it is difficult to predict events that might result in unplannednon-availability or loss of the Aircraft which can have significant negative impact on theoperations of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has an established system of internal financial controls. Further therehas been a demerger during the year resulting in two independent entities viz. TAAL andTAAL Enterprises Ltd. The existing internal control systems are therefore being suitablymodified to take care of new requirements arising out of the demerger.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

There is no information required to be mentioned in Form AOC- 2 since the Company hasnot entered into any contract with related parties that is either a material contract ornot at arm's length basis. The particulars of all Related Party Transactions in terms ofapplicable Accounting Standards are forming part of the financial statements under noteno. 24.

GENERAL

1. No significant or material orders were passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations in future.

2. Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

REGISTRAR AND SHARE TRANSFER AGENT

Shareholders may contact Registrar and Share Transfer Agent of the Company at thefollowing address:

Link Intime India P. Ltd.

Block No. 202 2nd Floor Akshay Complex Near Ganesh Temple OffDhole Patil Road Pune-411001 Tel.: 020-26160084 Fax.: 020- 26163503 e-mail: pune@linkintime.co.in

ACKNOWLEDGEMENTS

The Directors express their appreciation for the continued support and co-operationreceived by the Company from its Customers Bankers Shareholders Suppliers BusinessPartners Aviation Authorities and other Indian Services and the Central and StateGovernments. The Directors also express their sincere appreciation to all the employees ofthe Company for their contribution hard work and commitment.

For and on behalf of Board of Directors

Nirmal Chandra
Pune October 32016 Chairman

Annexure ‘B' to the Directors Report

Information required under Section 134(3)(m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 for the Financial Year Ended on March 31 2016.

I. Conservation of energy:

i. The steps taken or impact on conservation of energy: The Company is a low energyconsumer. Further being in rented building consumption of power is limited to average 200units per month.

ii. The steps taken by the Company for utilizing alternate sources of energy: N. A.

iii. The capital investment on energy conservationequipment's: Nil

II. Technology absorption:

i. The efforts made towards technology absorption:

N. A.

ii. The benefits derived like product improvement cost reduction product developmentor import substitution:Nil

iii. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)- Nil

iv. The expenditure incurred on Research and Development. : Nil

III. Foreign exchange earnings and Outgo:

a) Activities relating to exports initiatives taken to increase export development ofnew export market for products and export plans.

Company is involved in the business of chartering of aircraft to domestic customers.

b) The information on foreign exchange earnings and outgo are contained in Notes to theAccounts: Since aircraft is leased from US based company payment towards monthly leaserental is through foreign currency (in dollars) only. Due to this foreign exchange outgois Rs. 482.10 Lacs.

Annexure - C to the Directors Report

Statement showing details of employee's remuneration drawn:

Name of the Employee Designation Age (Yrs.) Remuneration (Rs. in Lacs) Qualifications Experience

(Years)

Date of

commencement of employment

Last

employment

held

1 Capt. RH Mohite Chief Pilot 55 57.00 CPL 30 October 2014 Taneja Aerospace and Aviation Ltd.
2 Capt. Amey Bhawkar Co-pilot 28 18.00 CPL 5 October 2014 Taneja Aerospace and Aviation Ltd.
3 Sakina Sami Company

Secretary

24 1.20 Company

Secretary

- November

2015

-
4 KB Jogaraj AVP 49 7.20 PG in HR 28 October 2014 Taneja Aerospace and Aviation Ltd.
5 Anbarasu P Accounts

executive

27 1.62 MBA 1 July 2015 Taneja Aerospace and Aviation Ltd.
6 BR Manoj Kr Operation

Executive

28 1.80 BE (CS) 2 October 2014 Taneja Aerospace and Aviation Ltd.
7 Joseph M P Accounts

executive

26 0.36 B.COM 1 January 2016 Taneja Aerospace and Aviation Ltd.