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TAAL Enterprises Ltd.

BSE: 539956 Sector: Services
NSE: N.A. ISIN Code: INE524T01011
BSE 00:00 | 19 Sep 302.15 -14.30
(-4.52%)
OPEN

307.10

HIGH

324.80

LOW

301.40

NSE 05:30 | 01 Jan TAAL Enterprises Ltd
OPEN 307.10
PREVIOUS CLOSE 316.45
VOLUME 1638
52-Week high 335.00
52-Week low 131.10
P/E 64.01
Mkt Cap.(Rs cr) 94
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 307.10
CLOSE 316.45
VOLUME 1638
52-Week high 335.00
52-Week low 131.10
P/E 64.01
Mkt Cap.(Rs cr) 94
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 Third Annual Report and

Audited Financial Statements of the Company for the financial year ended March 312017.

FINANCIAL HIGHLIGHTS
(Rs. In lakhs)
Particulars 2016-17 2015-16
Gross Income 767.69 860.01
Expenditure 1042.94 910.01
Profit/(Loss) after Tax (318.56) (50.00)

Despite of Standalone losses the Company has made a

Consolidated profit of Rs. 371.19 lacs during the Financial Year ended March 31 2017on account of robust performance made by TAAL Tech India Pvt. Ltd. subsidiary of theCompany.

DIVIDEND

Your Directors are unable to recommend Dividend for the financial year ended March 312017 in view of the loss.

OPERATIONS

During the previous year the Charter plane was grounded for three months due to birdhit resulting in lower income from operations and higher loss on account of repairs.

AUDITORS

Pursuant to Section 139 of the Companies Act 2013 and the Rules framed thereunder theShareholders of the Company at the

AGM held on September 29 2015 approved the appointment of M/s. MSKA & Associates(Formerly known as M/s. MZSK & Associates) Chartered Accountants as the StatutoryAuditors of 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.

INDEPENDENT DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. C. S. Kameswaran Director of the Company has been reappointed as Whole-timeDirector of the Company w.e.f. April

1 2017.

Mr. Nirmal Chandra Independent Director is proposed to be reappointed as IndependentDirector of the Company.

Mr. Ajay Joshi ceased to be a Director of the Company w.e.f. December 24 2016.

Mr. Vasant Bhat was appointed as Chief Financial Officer of

Company w.e.f. November 14 2016.

Mr. R. Poornalingam was appointed as Additional Director (Independent) of the Companyw.e.f April 18 2017. The Independent Directors of the Company had given a declarationpursuant to Section 149(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 the Company Mr. C S Kameswaran retires by rotation and being eligibleoffers himself for re-appointment.

Mrs. Shobhana Joseph ceased to be Director of the Company w.e.f April 22 2017.

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

Name of the Director Category No. of Board meetings attended during FY 2016-17
C. S. Kameswaran Whole time Director 8
Shobhana Joseph# Non-Executive Director 8
Nirmal Chandra Independent Director 9
Ajay Joshi^ Independent Director 6
R Poornalingam* Independent Director NA
Salil Taneja** Non-Executive Director 1
P Saralaya** Non-Executive Director 2

#Ceased to be Director w.e.f. April 22 2017 ^Ceased to be Director w.e.f. December 242016

*Appointed as Director w.e.f. April 18 2017 **Ceased to be Director w.e.f. April 222016

During the year under review 10 (Ten) Board Meetings were held as under:

Sr. No. Date of Meeting
1. April 18 2016
2. April 22 2016
3. June 11 2016
4. July 25 2016
5. August 13 2016
6. October 3 2016
7. November 14 2016
8. January 20 2017
9. February 13 2017
10. March 30 2017

AUDIT COMMITTEE

The present composition of Audit Committee is as follows:

Name of Director Chairman/ Member
R Poornalingam* Chairman
Nirmal Chandra Member
C S Kameswaran^ Member
Shobhana Joseph^^ Member

*w.e.f. April 19 2017

^ w.e.f. May 30 2017 ^^ Upto April 21 2017

NOMINATION AND REMUNERATION COMMITTEE

The present composition of Nomination and Remuneration

Committee is as follows:

Name of Director Chairman/ Member
R Poornalingam* Chairman
Nirmal Chandra Member
Shobhana Joseph^ Member

* w.e.f. April 19 2017

^ Upto April 21 2017

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The present composition of Stakeholders Relationship Committee is as follows:

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

* Upto April 21 2017

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

As on date of this report The Company has five Direct and Indirect subsidiaries. Areport in Form AOC-1 on performance and financial position of the subsidiaries as per theCompanies Act 2013 is provided in the Financial Statements forming part of this AnnualReport.

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 Regulation 15(2) of the SEBI (Listing Obligations Disclosure Requirements)Regulations 2015 the provisions relating to Corporate Governance Report are notapplicable 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 2017 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

2013 for safeguarding the assets of the Company and for preventing and detecting fraudand other 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 Remuneration Committee has been defined in the Nomination andRemuneration Policy.

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

SECRETARIAL AUDIT REPORT

The Report of the Secretarial Auditors in the Form MR-3 is forming part of this Reportas Annexure D.

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 significantnegative impact have onthe operations of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has established a system of internal financial controls which has beenreviewed from time to time.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

There is no information required to be mentioned in Form AOC-

2 since the Company has not entered into any contract with related parties that iseither a material contract or not at arm's length basis. The particulars of all RelatedParty Transactions in terms of applicable Accounting Standards are forming part of thefinancial statements under note no. 24.

GENERAL

1. orders were passed by the No significant Regulators or Courts or Tribunals impactingthe 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 Off Dhole 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 State Governments.The Directors also express their sincere appreciation to all the employees of the Companyfor their contribution hard work and commitment.

For and on behalf of Board of Directors
Nirmal Chandra
Pune June 30 2017 Chairman