To the Members of Taneja Aerospace and Aviation Limited
Your Directors present herewith the Twenty-seventh Annual Report and the AuditedFinancial Statements for the financial year ended March 31 2016.
| || ||(Rs. in Lacs) |
|Particulars ||2015-16 ||2014-15 |
|Gross Income ||6256.11 ||3171.68 |
|Expenditure ||6682.51 ||4194.96 |
|Profit/ (Loss) after Tax and Prior Period Items ||(430.50) ||(476.91) |
Your Directors are unable to recommend dividend for the financial year ended March 312016 in view of the loss.
SCHEME OF ARRANGEMENT
During the year under review pursuant to the Scheme of Arrangement between TanejaAerospasce and Aviation Ltd. and TAAL Enterprises Ltd. (TEL) as sanctioned by theHonble Madras High Court vide its Order dated June 22 2015 the Company demergedits Charter business and investments in First Airways Inc. USA and TAAL Tech India P Ltd.with effect from August 21 2015. Pursuant to the said Scheme of Arrangement 50000equity shares of Rs 10/- each held by the Company in TEL were reduced & Cancelled.
The Company has registered a significant growth in revenue during the year on accountof improved business environment and mostly driven by exports.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. R Poomalingam Mr. R. Suri and Mr. N Chandra Independent Directors of the Companyare proposed to be re-appointed as Independent Directors of the Company.
Mr. Ajay Gupta resigned as Chief Financial Officer of the Company w.e.f October 12015.
Mr. Arif Ahmad was appointed as Chief Financial Officer of the Company w.e.f. February112016.
The Independent Directors of the Company had given a declaration pursuant to Section149(7) of the Companies Act 2013 (Act).
Performance evaluation of Independent Directors Board Committees and other individualDirectors has been done by the Board ofDirectors of the Company.
The details of familiarization programme of Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are put up on itswebsite www.taal.co.in
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Salil Taneja retires by rotation and being eligible offers himself forre-appointment.
Mr. Raj Sureka ceased to be a Director of the Company w.e.f. October 12015.
M/s. MZSK & Associates Chartered Accountants retire as Statutory Auditors of theCompany atthe conclusion of ensuing Annual General Meeting and being eligible offerthemselves for re-appointment.
Pursuant to the provisions ofSection 139 of the Act & the rules framed thereunderit is proposed to appoint M/s. MZSK & Associates Chartered Accountants as StatutoryAuditors of the Company for a period of one year from the conclusion of the forthcomingAGM until the conclusion of28thAGM of the Company.
In respect of the Emphasis of Matter by the Auditors on the Standalone and ConsolidatedFinancial Statements it has been explained in the Notes forming part of the saidFinancial Statements which are self-explanatory and therefore do not call for any furthercomments.
SUBSIDIARY AND ASSOCIATE COMPANIES
During the year under review TAAL Enterprises Ltd. TAAL Tech India P. Ltd. and FirstAirways Inc. USA ceased to be subsidiaries of the Company.
TAAL Aerosystems P. Ltd. ceased to be an Associate Company effective from April 7 2015
As on date of this report the Company has only one subsidiary. A Report in Form AOC-1on performance & financial position of the subsidiary is forming part of this AnnualReport.
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 AND CORPORATE GOVERNANCE REPORT
Pursuant to the SEBI (LODR) Regulations 2015 a separate section on ManagementDiscussion & Analysis and Corporate Governance Report together with Certificates isforming part of this Report.
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 standardshave been followed along with proper explanation relating to material departures;
ii) that the Directors have 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 312016 and of the Loss 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 Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
iv) that the Directors have prepared the annual accounts on a going concern basis;
v) Post demerger Internal financial Controls system of the Company are undergoingchanges which are in the process of being documented and evaluated; and
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 directors appointmentand remuneration including criteria for determining qualifications positive attributesindependence of a director and 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 of this Report asAnnexure C.
SECRETARIAL AUDIT REPORT
The Report of the Secretarial Auditors in Form MR-3 is forming part of this Report asAnnexure D. With reference to the observations mentioned in the Secretarial Audit Reportduring the year under review the Company has appointed a Woman Director.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Particulars of Loans Guarantees and Investments covered under Section 186 of the Acthas been given in the Notes to Financial Statements forming part of this Annual Report.
The Company is developing a risk management frame work including the policy coveringmaterial risks. The Company has identified the key risk as delays in award of Governmentorders and forex risk for its core manufacturing.
INTERNAL FINANCIAL CONTROLS
Post demerger Internal financial Controls system of the Company are undergoingchanges which are in the process of being documented and evaluated.
AUDIT COMMITTEE AND VIGIL MECHANISM
The Composition of Audit Committee is mentioned in the Corporate Governance Reportwhich is forming part of this Report.
The Whistle Blower Policy/ Vigil Mechanism of the Company was established by the Boardand is available on website www.taal.co.in
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
There is no information required to be provided in Form AOC-2 with regard toparticulars of contracts or arrangement with related parties. while the particulars of allRelated Party Transactions in terms ofAS-18 are forming part of the financial statements.
1. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Companys 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) Act2013.
REGISTRAR AND SHARE TRANSFER AGENT
SEBI vide its Order dated March 22 2016 debarred Sharepro Services (India) P Ltd.(Sharepro) Registrar and Share Transfer Agent (RTA) of the Company from dealing inCapital Market. SEBI has also advised clients of Sharepro to shift their activity relatingto RTA to another RTA registered with SEBI.
Accordingly the Company has appointed Bigshare Services P Ltd. as its RTA in place ofSharepro.
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 |
|August 10 2016 ||Chairman |