Your Directors present herewith the Sixth Annual Report along with Audited FinancialStatements of the Company for the financial year ended March 31 2020.
(Rs. in Lakhs)
|Particulars ||2019-20 ||2018-19 |
|Total Income ||542.20 ||2114.10 |
|Expenditure ||576.68 ||878.10 |
|Profit/(Loss) after Tax ||(570.22) ||1236.02 |
The Company is not able to declare any dividend on account of losses. Accordingly theBoard of Directors of the Company did not declare any dividend during the financial year2019-20.
RESULT OF OPERATIONS
During the year under review the total income of the Company was Rs. 542.20 Lakhs ascompared to Rs. 2114.10 Lakhs during the comparable previous year. The total income forthe previous year FY 2018-19 includes Dividend Income of Rs. 127.50 Lakhs. The Loss aftertax for the year was Rs. 570.22 Lakhs as compared to a profit of Rs. 1236.02 Lakhs duringthe previous year on account of suspension of the Charter operations.
Covid-19 still has a large impact on business across the country which will affect ourbusiness in the long run.
During the quarter ended September 30 2019 the air craft which was being operated asper Scheme of Arrangement approved by the Hon'ble Madras High Court between the Companyand Taneja Aerospace and Aviation Limited as part of the Charter business veered off therunway during landing resulting in extensive damage to the aircraft. This incident wasduly reported to BSE Ltd. and the Directorate General of Civil Aviation. The aircraftremains grounded since the incident. As a result the Charter operations of the Companyremains suspended with effect from September 12 2019. The Company has initiated theprocess of claim with the Insurance Company.
The Company was required to impair it's investment in First Airways Inc. to comply withInd AS requirements.
AUDITORS STATUTORY AUDITORS
The Statutory Auditors M/s. MSKA & Associates Chartered Accountants hold theoffice till the conclusion of the ensuing Annual General Meeting (AGM).
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 and therefore do not call for any further comments.
Pursuant to the provisions of Section 204 of the Companies Act 2013 (the Act')the Company has appointed M/s DVD & Associates a firm of Company Secretaries inpractice to undertake the Secretarial Audit of the Company. The report of the SecretarialAudit is annexed herewith as Annexure D.
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 Mr. Salil Taneja retires by rotation and being eligible offers himself forre-appointment. Mr. Shyam Powar was appointed as Additional Director (Independentcategory) w.e.f. September 27 2019 and holds office upto the conclusion of the ensuingAGM.
Member's approval shall be sought in the ensuing AGM for his appointment as directornot liable to retire by rotation (Independent category) for a period of two years.
The Independent Directors of the Company have given a declaration pursuant to Section149(7) of the Act.
Mr. Vijay Dutt Madhav Purekar Chief Financial Officer of theCompany resigned w.e.f.September 19 2019.
Ms. Shubhanshi Jain Company Secretary and Compliance Officer of the Company resignedw.e.f. September 30 2019.
Thereafter Mr. Sourabh Sonawane was appointed as the Company Secretary and ComplianceOfficer w.e.f. February13 2020.
The annual performance evaluation has been done by the Board of it's own performanceand that of it's Committees and individual Directors based on the criteria for evaluationof performance of independent directors and the Board of Directors and it's Committees asapproved by the Nomination and Remuneration Committee which the Board found to besatisfactory.
The Board is of the opinion that the Independent Directors of the Company possesadequate proficiency experience expertise and integrity to best serve the interest ofthe Company.
The brief resume of the Directors proposed to be appointed / re-appointed is given inthe notice convening the AGM.
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 2019-20 |
|Mr. Salil Taneja ||Whole Time Director ||4 |
|Mr. Arvind Nanda ||Independent Director ||6 |
|Mr. Shyam Powar1 ||Additional Director (Independent category) ||- |
|Mrs. Rahael Shobhana Joseph ||Non-Executive Director ||5 |
|Mr.Poornalingam 2 Ramasubramaniam ||Independent Director ||3 |
1 Appointed as Additional Director (Independent category) w.e.f. September 27 2019.
2 Vacated the office of Independent Director w.e.f. September 27 2019.
During the year under review 6 Board Meetings were held as under:
|Sr. No. ||Date of Meeting |
|1. ||April 23 2019 |
|2. ||June 24 2019 |
|3. ||August 13 2019 |
|4. ||September 27 2019 |
|5. ||November 07 2019 |
|6. ||January 17 2020 |
|7. ||February 13 2020 |
AUDIT COMMITTEE AND VIGIL MECHANISM
The present composition of Audit Committee is as follows:
|Name of Director ||Chairman / Member |
|Mr. Shyam Powar ||Chairman |
|Mrs. Rahael Shobhana Joseph ||Member |
|Mr. Arvind Nanda ||Member |
The Whistle Blower Policy / Vigil Mechanism of the Company as established by the Boardis available on it's 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 theCompanies
Act 2013 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 it's website www.taalent.co.in
TAAL Tech India Private Limited (TTIPL) is the largest operating subsidiary of theCompany. While the business of this subsidiary was affected on account of Covid-19 theprofitability for the year was better
During the period under review TTIPL has completed buyback of 50000 equity sharesfrom its erstwhile CEO. As a result the shareholding of the Company in TTIPL standsincreased to 89.47 % from 85% due to reduction of share capital of TTIPL.
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 and DisclosureRequirements) Regulations 2015 the provisions relating to Corporate Governance Reportare not applicable to the Company.
CORPORATE SOCIAL RESPONSIBILITY
Though the provisions of Companies Act 2013 regarding Corporate Social Responsibilityare not attracted to the Company. However the Company has positive gestures towardsphilanthropic activities 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 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 2020 and of the profit of the Company for that
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.
As per Section 134(3)(a) of the Companies Act 2013 the Annual Return referred to inSection 92(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 it's 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 the Company during business hours on working days up to the date of theensuing AGM. If any Member is interested in obtaining a copy thereof such Member maywrite to the Company Secretary 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 it's operations. It is routinely tested and overseen by Statutory as well asInternal Auditors.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
The particulars of all Related Party Transactions in terms of applicable AccountingStandards are provided under Notes to the financial statements forming part of this AnnualReport.
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 to 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 Companies Act 2013 is notapplicable to the Company.
REGISTRAR AND SHARE TRANSFER AGENT
Shareholders may contact Registrar and Share Transfer Agent of the Company at thefollowing address: Link Intime India Private Limited
Block No. 202 2nd Floor Akshay Complex Near Ganesh Temple Off Dhole Patil RoadPune 411001.
Tel.: 020-26160084 Fax: 020- 26163503.
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: July 30 2020 ||Chairman |