To the Members of Taneja Aerospace and Aviation Limited
Your Directors have pleasure in presenting the Thirtieth Annual Report and the AuditedFinancial Statements for the financial year ended March 312019.
|Particulars ||2018-19 ||2017-18 |
|Gross Income ||3333.13 ||3246.75 |
|Expenditure ||2681.66 ||3220.06 |
|Profit/ (Loss) after Tax ||515.99 ||15.00 |
During the year under review the total income of the Company was Rs.3333.13 Lakhs ascompared to Rs. 3246.75 Lakhs during the comparable previous year. The totalcomprehensive income for the year was Rs. 523.64 Lakhs as compared to Rs. 28.75 Lakhsduring the comparable previous year.
There is no amount proposed to be transferred to reserves. DIVIDEND
Your Directors do not recommend any dividend for the year ended March 31 2019.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act 2013 (Act') and Articlesof Association of the Company Mrs. Rahael Shobhana Joseph Director of the Companyretires by rotation and being eligible offers herself for re-appointment.
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.
Details of familiarization program 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 website www.taal .co.in
Mr. Vijay Venkataraman was appointed as Chief Financial Officer of the Company w.e.fAugust 14 2018. However he resigned as Chief Financial Officer of the Company w.e.fDecember 22 2018.
Mr. Mahendra Nalluri was appointed as Chief Financial Officer of the Company w.e.f May28 2019.
Ms. Sysha Kumar was appointed as Company Secretary and Compliance Officer with effectfrom August 14 2018.
M/s. MSKA & Associates Chartered Accountants (Firm Registration No. 105047W) wasappointed as the Statutory Auditors of the Company in the AGM held on September 26 2017for a period of five years i.e. till the conclusion of the 33rd Annual General Meeting ofthe 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 selfexplanatory & therefore do not call for any further comments.
SUBSIDIARIES ASSOCIATE AND JOINT VENTURE COMPANIES
As on date of this report the Company has one subsidiary. A statement containingsalient features of the financial statement of the subsidiary company in Form AOC-1 isprovided in financial statements forming part of this Annual Report.
A report on the performance and financial position is of the subsidiary company isprovided 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.taal.co.in
The Company has not accepted any deposits from the public.
MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to the SEBI (LODR) Regulations 2015 a separate section on ManagementDiscussion & Analysis is forming part of this Report.
CORPORATE GOVERNANCE REPORT
Pursuant to the SEBI (LODR) Regulations 2015 a separate section on CorporateGovernance Report together with Certificates is forming part of this Report.
The Whole Time Director and CFO have certified to the Board with regard to thefinancial statements and other matters as required under regulation 17(8) of the aforesaidRegulations.
Certificate from Practicing Company Secretary regarding compliance of conditions ofCorporate Governance is annexed to this Report.
MEETINGS OF THE BOARD AND INDEPENDENT DIRECTORS MEETING
Six 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 Act your Directors makethe 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 312019 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'.
As per Section 134(3)(a) of the Act the Annual Return referred to in Section 92(3) hasbeen placed on the website of the Company at www.taal.co.in
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS &OUTGO
The particulars as required under Section 134(3)(m) of the Act is forming part of thisReport as Annexure B'.
POLICY ON NOMINATION & REMUNERATION OF DIRECTORS
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 of this Report asAnnexure C'.
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.
SECRETARIAL AUDIT REPORT
Pursant to Section 204 of the Act and the Rules made thereunder the Board has appointedM/S DVD & Associates Company Secretaries in Practice as Secretarial Auditor toundertake the secretarial audit of the company. The Report of Secretarial Auditors in FormMR-3 is forming part of this Report as Annexure-D'.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Particulars of Loans Guarantees & Investments covered under Section 186 of the Acthas been given in Notes to Financial Statements forming part of this Annual Report.
The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. The Company has alreadyidentified the key risk as delays in award of Government orders for its core business.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The company was not required to constitute a Corporate Social Responsibility Committeepursuant to Section 135 of the Act during the year under review.
INTERNAL FINANCIAL CONTROLS
Internal controls of the Company are being strengthened by putting in place appropriatesystems and processes taking into account the changing business environment and the scaleof operations and the comments of the Auditor.
AUDIT COMMITTEE AND VIGIL MECHANISM
Pursuant to Section 177 of the Act an Audit Committee constituted by the Boardconsists of at least three directors with independent directors forming a majority. TheComposition of Audit Committee is mentioned in Report on Corporate Governance forming partof this Report.
The Whistle Blower Policy/ Vigil Mechanism of the Company as established by the Boardis available on its website
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the year the company has not entered into any contracts with related partieswhich were not on arm's length basis or not in the ordinary course of business and furtherwould be considered material in accordance with the policy of the company on Materialityof Related Party Transactions.
Hence there is no information required to be provided in form AOC-2 while theparticulars of all related party transactions in terms of Ins AS 24 has been given inNotes to Financial Statements forming part of this Annual Report.
Policy on Materiality of Related Party Transactions and Dealing with Related PartyTransactions as approved by the Board may be accessed on the Company's websitewww.taal.co.in
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. There is no change in the nature of business of the Company.
3. There have been no material changes and commitment if any affecting the financialposition of the company which have occurred between the end of the financial year of theCompany to which the financial report relates and the date of the report.
4. The Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and during the year under review there were no casesfiled under the said Act.
5. The Company has complied with applicable Secretarial standards.
6. The Company has made and maintained Cost records as specified by the CentralGovernment under Section 148(1) of the Companies 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 ||Dr. Prahlada Ramarao |
|Bengaluru May 28 2019 ||Chairman |