Your Directors present herewith the Fifth Annual Report along with Audited FinancialStatements of the Company for the financial year ended March 31 2019.
|FINANCIAL HIGHLIGHTS || ||(Rs. in Lacs) |
|Particulars || |
| ||2018-19 ||2017-18 |
|Total Income ||2114.10 ||937.82 |
|Expenditure ||878.10 ||876.72 |
|Profit/(Loss) after Tax ||1236.02 ||50.21 |
The Board of Directors of the Company has declared an interim dividend of Rs. 10/- (Rs.Ten) on each fully paid 3116342 equity shares of Rs. 10/- each (100% per share)amounting to Rs. 31163420/- during the Financial Year 2018-19. The dividend was paid tothose members of the Company whose names appeared in the Register of Members of theCompany as on October 09 2018. The Interim Dividend declared during the year shall beconsidered as the Final Dividend for the financial year 2018-19 and the confirmation ofthe members is being sought.
RESULT OF OPERATIONS
During the year under review the total revenue from operations of the Company wasRs.782.40 Lacs as compared to Rs. 639.22 Lacs during the previous year. The totalcomprehensive income for the year was Rs. 1233.22 Lacs as compared to Rs. 50.88 Lacsduring the previous year. During the year under review the Company received dividend fromits subsidiary Company TAAL Tech India Private Limited amounting to Rs. 127.50 Lacs.
Pursuant to Section 139 of the Companies the Act 2013 (the Act') and theRules framed there under the Shareholders of the Company at the Annual General Meeting(AGM) held on September 29 2015 approved the appointment of M/s. MSKA & AssociatesChartered Accountants (Firm Registration No. 105047W) as the Statutory Auditors of the
Company to hold office for a period of 5 (five) consecutive years till the conclusionof 6th AGM of the Company.
In respect of Emphasis of Matter by Auditors on the Standalone & ConsolidatedFinancial Statement it has been explained in Notes forming part of the FinancialStatements which are self-explanatory & therefore do not call for any furthercomments.
Pursuant to the provisions of Section 204 of the Act the Company has appointed M/s DVD& Associates a firm of Company Secretaries in practice to undertake the SecretarialAudit of the Company. The report of the Secretarial Audit is annexed herewith as AnnexureD.
TRANSFER TO RESERVES
During the year under review the Company has not transferred any amount to thereserves.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of Association of theCompany Mrs. Rahael Shobhana Joseph retires by rotation and being eligible offersherself for re-appointment.
Mr. Salil Taneja was appointed as an Additional Director w.e.f September 28 2018 andholds office upto the conclusion of the ensuing AGM. He was appointed as a Whole-TimeDirector of the Company for a term of 2 (two) years w.e.f. October 01 2018 on therecommendation of Nomination and Remuneration Committee and subject to the approval ofmembers in a General Meeting. Member's approval shall be sought in the ensuing AGM for hisappointment as director liable to retire by rotation and Whole Time Director. Furthertheterm of Mr. R. Poornalingam Independent Director expires on the conclusion of the ensuingAnnual General Meeting as per the the terms of his appointment. The Board during theperiod under consideration appointed Mr. Salil Taneja as the Chairman of the Board ofDirectors of the company w.e.f November 14 2018.
During the period under consideration Mr. Nirmal Chandra resigned as IndependentDirector w.e.f October 2 2018. As a result he also stepped down as the Chairman of theBoard of Directors of the Company.
Mr. Arvind Nanda was appointed as Additional Director (Independent category) w.e.fOctober 11 2018 and holds office upto the conclusion of the ensuing AGM. Member'sapproval shall be sought in the ensuing AGM for his appointment as director not liable toretire by rotation (Independent category) for a period of two years.
Mr. Vijay Dutt Madhav Purekar was appointed as Chief Financial Officer w.e.f September28 2018.
Mr. Niranjan Kulkarni was appointed as the Company Secretary and Compliance Officerw.e.f. April 07 2018.
However he resigned as the Company Secretary and Compliance Officer w.e.f. December 262018. Thereafter Ms. Shubhanshi Jain was appointed as Company Secretary and ComplianceOfficer w.e.f. April 23 2019.
The Independent Directors of the Company had given a declaration pursuant to Section149(7) of the Act.
The annual performance evaluation has been done by the Board of its own performance andthat of its Committees and individual Directors based on the criteria for evaluation ofperformance of independent directors and the Board of Directors and its Committees asapproved by the Nomination and Remuneration Committee which the Board found to besatisfactory.
The brief resume of the Directors proposed to be appointed/ re-appointed is given inthe notice convening the AGM.
Mr. Prakash Saralya Chief Executive Officer and Whole-Time Director and Director ofTAAL Tech India Pvt. Ltd. Subsidiary has resigned as Chief Executive Officer and WholeTime Director and Director w.e.f. 31st March 2019.
The Composition of Board of Directors of the Company is as follows;
|Name of the Director ||Category ||No. of Board Meetings attended during F.Y 2018-19 |
|Mr. Salil Taneja1 ||Whole Time Director ||2 |
|Mr.Poornalingam Ramasubramaniam ||Independent Director ||6 |
|Mr. Arvind Nanda2 ||Additional Director (Independent category) ||2 |
|Mrs. Rahael Shobhana Joseph ||Non-Executive Director ||5 |
|Mr. Nirmal Chandra3 ||Independent Director ||4 |
1 Appointed as Additional Director w.e.f September 28 2018 and w.e.f October 01 2018appointed as Whole Time Director.
2 Appointed as Additional Director (Independent category) w.e.f October 11 2018.
3 Resigned as Independent Director w.e.f October 2 2018.
During the year under review 6 Board Meetings were held as under:
|Sr. No. ||Date of Meeting |
|1) ||April 07 2018 |
|2) ||May 22 2018 |
|3) ||August 14 2018 |
|4) ||September 28 2018 |
|5) ||November 14 2018 |
|6) ||February 09 2019 |
The present composition of Audit Committee is as follows:
|Name of Director ||Chairman/ Member |
|Mr. R. Poornalingam ||Chairman |
|Mrs. Shobhana Joseph ||Member |
|Mr. Arvind Nanda ||Member |
The Whistle Blower Policy/ Vigil Mechanism of the Company as established by the Boardis available on its website
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 theAct is provided in the Financial Statements forming part of this Annual Report.
The Company has framed a Policy for determining Material Subsidiaries which isavailable on its website www.taalent.co.in
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.
CORPORATE SOCIAL RESPONSIBILITY
Though the provisions of the Act regarding Corporate Social Responsibility are notattracted to the Company; still the Company has positive gestures towards philanthropicactivities in future.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3) (c) read with Section 134 (5) ofthe Act your Directors make the following statement: i. that in the preparation of theannual accounts the applicable accounting standards have been followed along with properexplanation relating to material departures; ii. that the Directors have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year March 31 2019 and of the profit of theCompany for that period; iii. that the Directors have taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of theAct for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; iv. that the Directors have prepared the annual accounts on a goingconcern basis; v. that the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively. vi. that the Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return in Form MGT-9 is forming part of this Report as AnnexureA.
As per Section 134(3)(a) of the Act the latest Annual Return referred to in Section92(3) has been placed on the website of the Company www.taalent.co.in.
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 the criteria for performance evaluation as laid down byNomination and Remuneration Committee has been defined in the Nomination and RemunerationPolicy. The said policy is available on its website at www.taalent.co.in.
Details pertaining to remuneration of directors and employees' required under Section197(12) of the Act read with Rules made there under is forming part of this Report as
A statement 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 thisReport. However in terms of Section 136 of the Act the Annual Report excluding theaforesaid information is being sent to the members and others entitled there to. The saidstatement is available for inspection by the Members at the Registered Office of theCompany during business hours on working days up to the date of the ensuing AGM. If anyMember is interested in obtaining a copy thereof such Member may write to the CompanySecretary in this regard.
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.
The Company has a robust risk management framework to identify and mitigate risksarising out of internal as well as external factors.
INTERNAL FINANCIAL CONTROLS
The Company has adequate Internal Control System commensurate with the size scale andcomplexity of its operations. It is routinely tested and overseen by Statutory as well asInternal Auditors.
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 provided under Notes to the financial statementsforming part of this Annual Report.
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. There is no change in the nature of business of the Company.
3. There have been no material changes and commitments if any affecting the financialposition of the Company which has occurred between the end of the financial year of theCompany to which the financial report relates and the date of the report.
4. The provisions relating to the constitution of Internal Complaints Committee underthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 is not applicable on the Company.
5. During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013
6. The Company has complied with applicable Secretarial Standards.
7. Maintenance of Cost records under Section 148(1) of the Act is not applicable onthe Company.
REGISTRAR AND SHARE TRANSFER AGENT
Shareholders may contact Registrar and Share Transfer Agent of the Company at thefollowing address:
The Directors take this opportunity to thank their Customers Bankers VendorsAviation authorities Government and regulatory authorities and all other stakeholders fortheir valuable sustained support. The Directors also express their deep appreciation toall the employees' for their hard work dedication and Commitment.
| ||For and on behalf of Board of Directors |
|Place: Pune ||Salil Taneja |
|Date: 24 June 2019 ||Chairman |