To the Members of Taneja Aerospace and Aviation Limited
Your Directors present herewith the Twenty-Eighth Annual Report and the AuditedFinancial Statements for the financial year ended March 312017.
(Rs. in Lakhs)
|Particulars ||2016-17 ||2015-16 |
|Gross Income ||3850.29 ||6256.11 |
|Expenditure ||3782.92 ||6682.51 |
|Profit/ (Foss) after Tax ||57.72 ||(430.50) |
The Directors do not recommend any dividend for the year ended March 31 2017.
The overall business was negatively impacted due to reduction in manufacturing growth(both domestic as well as export sales) denting the top line of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mrs. Preeti Taneja ceased to be a director of the Company w.e.f. October 152016.
The Independent Directors of the Company had given a declaration pursuant to Section149(7) of the Companies Act 2013 (Act').
The annual performance evaluation has been done by the Board of its own performance andthat of its Committees and individual Directors which the Board found to be satisfactory.
Details of familiarization programme of Independent Directors their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company & related matters are put up on its websitewww.taal.co.in
In accordance with the provisions of the Act and Articles of Association of theCompany Mr. C.S. Kameswaran Director of the Company retires by rotation.
In respect of observations by Auditors on the Standalone & Consolidated FinancialStatement it has been explained in Notes forming part of the Financial Statements and inthis report which are self-explanatory & therefore do not call for any furthercomments.
SUBSIDIARY AND ASSOCIATE COMPANIES
As on date of this report the Company has one subsidiary. A Report in Form AOC-1 onperformance & financial position of the subsidiary as per the Act is provided infinancial statements forming part ofthis Annual Report.
The Company has framed a Policy for determining Material Subsidiaries which isavailable on its website www.taal.co.in
The Company has not accepted any deposits from the public.
MANAGEMENT DISCUSSION & ANALYSIS & CORPORATE GOVERNANCE REPORT
Pursuant to the SEBI (FODR) Regulations 2015 (Fisting Regulations') a separatesection on Management Discussion & Analysis and Corporate Governance Report togetherwith Certificates is forming part of this Report.
MEETINGS OF THE BOARD
Five Board Meetings were held during the year. The Particulars of meetings held &attended by directors are given in the Corporate Governance Report forming part of thisReport.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 yourDirectors make the following statement:
i) that in preparation of annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
ii) that the Directors have selected such accounting policies & applied themconsistently & made judgments & estimates that are reasonable & prudent so asto give a true and fair view of the state of affairs of the Company at end of thefinancial year March 31 2017 and of the profit of the Company for that period;
iii) that the Directors have 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 &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 theCompany and that such internal financial controls are adequate and were operatingeffectively; and
vi) That Directors have devised proper systems to ensure compliance with provisions ofall applicable laws & that such systems were adequate & operating effectively.
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 Companies Act 2013 isforming part of this Report as Annexure B\
NOMINATION AND REMUNERATION POLICY
The Nomination & Remuneration Policy of the Company on director's appointment andremuneration including criteria for determining qualifications positive attributesindependence of a director & other matters is available on its website www.taal.co.in
Details pertaining to remuneration of Directors and employees required under Section197(12) of the Act read with Rules framed thereunder are forming part ofthis Report asAnnexure C'.
SECRETARIAL AUDIT REPORT
The Report of Secretarial Auditors in Form MR-3 is forming part of this Report asAnnexure-D'. The Company is in process of appointing Woman Director to address theobservations mentioned in the Secretarial Audit Report.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Particulars of Loans Guarantees & Investments u/S 186 of the Companies Act 2013has been given in Notes to Financial Statements forming part ofthis Annual Report.
The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve the strategic objectives. The Company has alreadyidentified the key risk as delays in award of Government orders and forex risk for itscore manufacturing.
DELISTING FROM LUXEMBOURG STOCK EXCHANGE
On March 212017 the Company got delisted from Luxembourg Stock Exchange where GlobalDepository Receipts (GDR) as issued by the Company in year 2005 were listed since the GDRholders had converted all outstanding GDR into equity shares of the Company.
INTERNAL FINANCIAL CONTROLS
The Company has established adequate internal financial controls which have beendocumented and embedded in the business process and were operating effctively. The Companyalso recongnizes the need to further strengthen the internal control systems on an ongoingbasis and is taking required steps towards achieving this objective.
AUDIT COMMITTEE AND VIGIL MECHANISM
The Composition of Audit Committee is mentioned in Report on Corporate Governanceforming part of this Report.
The Whistle Blower Policy/ Vigil Mechanism of the Company as established by the Boardis available on its website www.taal.co.in.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
There is no information required to be provided in form AOC-2 since the Company has notentered into any contracts with related parties that are either material contracts or arenot on an arm's length basis. The particulars of all related party transactions in termsof AS-18 are forming part ofthe financial statements.
1. No significant or material orders were passed by the Regulators or Courts orTribunals which impact 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.
The Directors express their appreciation for the continued support and co-operationreceived by the Company from its Customers Bankers Shareholders Suppliers BusinessPartners Defence Research and Developmental Organizations Aviation Authorities and otherIndian Services and the Central and State Governments. The Directors also express theirgratitude and sincere appreciation to all the employees of the Company for theircontribution hard work and commitment.
| ||For and on behalf of the Board of Directors |
|Pune ||Salil Taneja |
|May 30 2017 ||Chairman |