TAAL Enterprises Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the Seventh Annual Report along with the Audited Financial Statements of the Company for the financial year ended March 31, 2021.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

Particulars Standalone
2020-21 2019-20
Total Income 1,117.49 542.20
Expenditure 79.36 576.68
Profit/(Loss) after Tax 964.41 (570.22)

OPERATIONS

During the year under review, the total revenue from operations of the Company was Rs. 1,117.49 Lakhs as compared to Rs. 542.20 Lakhs during the previous year. The Profit after tax for the year was Rs. 964.41 Lakhs as compared to a loss of Rs. 570.22 Lakhs during the previous year, on account of insurance claim.

In March, 2020, the World Health Organization declared COVID-19 a global pandemic. The Company remains watchful of the potential impact of this pandemic and continues to assess its impact on the business operations based on all relevant internal and external information.

The Company has taken appropriate measures to ensure the safety and health of all its employees and ensured due compliance with various directives issued by State Government authorities.

The financial impact of the pandemic on the performance of the Company during Financial Year 2021-22 will be evaluated and reported appropriately in the next year.

TRANSFER TO RESERVES

During the year, the Company has not transferred any amount to General Reserves.

DIVIDEND

The Board of Directors of the Company had declared an interim dividend of Rs. 20/- (Rs. Twenty) on each fully paid 31,16,342 equity shares of Rs. 10/- each (200%) amounting to Rs. 6,23,26,840/- during the Financial Year 2020-21. The dividend was paid to those members of the Company whose names appeared in the Register of Members of the Company as on January 23, 2021. The Interim Dividend declared during the year shall be considered as the Final Dividend for the Financial Year 2020-21.

CHARTER OPERATIONS

During the year under reivew, the Company has received insurance claim against the damaged aircraft.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of the Companies Act, 2013 (Act) and the Articles of Association of the Company,

Mrs. Rahael Shobhana Joseph retires by rotation and being eligible, offers herself for re-appointment.

Mr. Salil Taneja was re-appointed as Whole Time Director of the Company, for a period of 2(two) years from October 01, 2020 to September 30, 2022.

Mr. Jitendra Muthiyan was appointed as Chief Financial Officer of the Company w.e.f. February 11,2021.

The Independent Directors of the Company have given a declaration pursuant to Section 149(7) of the Act.

The annual performance evaluation has been done by the Board of its own performance and that of its Committees and individual Directors based on the criteria for evaluation of performance of independent directors and the Board of Directors and its Committees as approved by the Nomination and Remuneration Committee which the Board found to be satisfactory.

The Board is of the opinion that the Independent Directors of the Company posses adequate proficiency, experience, expertise and integrity to serve the interest of the Company well.

The brief resume of the Directors proposed to be appointed/ re-appointed is given in the notice convening the Annual General Meeting (AGM).

The Composition of the Board of Directors of the Company and attendance at the Board meetings is as follows:

Name of the Director Category No. of Board Meetings attended during F.Y 2020-21
Mr. Salil Taneja Whole Time Director 5
Mr Arvind Nanda Independent Director 5
Mr. Shyam Powar Independent Director 3
Mrs. Rahael Shobhana Joseph Non-Executive Director 5

The details of KMP as on March 31, 2021 are as below:

Sr. No. Name Designation
1 Mr. Salil Taneja Whole-Time Director
2 Mr. Jitendra Muthiyan Chief Financial Officer

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

As on date of this report, the Company has five direct and indirect subsidiaries.

In accordance with Section 129(3) of the Act, a statement containing salient features on performance and financial position of the subsidiaries in Form AOC-1 is provided in the Financial Statements forming part of this Annual Report.

The Company has framed a Policy for determining Material Subsidiaries which is available on its website : www.taalent.co.in

TAAL Tech India Private Limited (TTIPL) is the largest operating subsidiary of the Company. Even though the business of this subsidiary was impacted by COVID-19, the profitability for the year showed improvement.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public falling within the purview of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations) a separate section on Management Discussion & Analysis is forming part of this Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15(2) of the Listing Regulations, the provisions relating to Corporate Governance Report are not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY

Though the provisions of Act regarding Corporate Social Responsibility are not attracted to the Company; still the Company has positive gestures towards philanthropic activities in future.

BOARD MEETINGS

During the year under review 5 Board Meetings were held as under:

Sr. No. Date of Meeting
1 July 30, 2020
2 September 08, 2020
3 November 11,2020
4 January 15, 2021
5 February 11, 2021

The intervening gap between the Meetings was within the period prescribed under the Act / Listing Regulations.

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 Board is available on its website : www.taalent.co.in

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, your Directors make the following statement:

i) that in preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have selected such accounting policies & applied them consistently & made judgments & estimates, that are reasonable & prudent so as to give a true and fair view of the state of affairs of the Company at end of the Financial Year March 31,2021 and of the profit of the Company for that period;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for 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 the Company and that such internal financial controls are adequate and were operating effectively; and

vi) that the directors have devised proper systems to ensure compliance with provisions of all applicable laws & that such systems were adequate & operating effectively.

ANNUAL RETURN

As per Section 134(3)(a) of the Act,the Annual Return referred to in Section 92(3) has been placed on the website of the Company at www.taalent.co.in

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars as required under Section 134(3) of the Act is forming part of this Report as Annexure A.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and the criteria for performance evaluation as laid down by Nomination and Remuneration Committee has been defined in the Nomination and Remuneration Policy. The said policy is available on its website at www.taalent.co.in

Details pertaining to Section 197(12) of the Act read with rules framed their under forms part of this report as Annexure B.

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 this Report.

However, in terms of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to the members and others entitled there to. The said statement 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 the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company at secretarial@taalent.co.in.

AUDITORS

a. STATUTORY AUDITORS

Pursuant to Section 139 of the Act and the Rules framed there under, the Shareholders of the Company at the 6th AGM held on September 30, 2020, approved the appointment of M/s. V P Thacker & Co., Chartered Accountants, (Firm Registration No. 118696W) as the Statutory Auditors of the Company to hold office for a period of 5 (five) consecutive years till the conclusion of 11th AGM of the Company.

In respect of Emphasis of Matter by Auditors on the Standalone & Consolidated Financial Statement, it has been explained in Notes forming part of the Financial Statements which are self explanatory & therefore do not call for any further comments.

b. Secretarial Auditor

Pursuant to Section 204 of the Act and the Rules made thereunder, the Board of Directors has appoined Giriraj A. Mohta, Practicing Company Secretary as Secretarial Audiitor to undertake Secretarial Audit of the Company for the period ended March 31, 2021 onwards.

The Report of the Secretarial Auditor in Form MR 3 is annexed herewith as an Annexure C to this Report.

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors in their audit report for the year ended March 31, 2021.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of Loans, Guarantees & Investments covered under Section 186 of the Act has been given in Notes to Financial Statements forming part of this Annual Report.

RISK MANAGEMENT

The Company has a robust risk management framework to identify and mitigate risks arising out of internal as well as external factors.

INTERNAL FINANCIAL CONTROLS

The Company has an internal financial control framework which is commensurate with the size, scale and complexity of its operations. The Statutory Auditors of the Company reviews the same on periodical basis..

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year under review, the Company has not entered into any contract/ arrangement/ transaction with related parties which were either not at an arms length or not in the ordinary course of business & further could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Hence, there is no information to be provided in Form AOC-2 while particulars of Related Party Transactions in terms of Ind AS-24 are forming part of the enclosed financial statements.

GENERAL

1. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

2. There is no change in the nature of business of the Company.

3. There was no change in the authorized as well as paid up share capital of the Company during the year under review.

4. There have been no material changes and commitment, if any affecting the financial position of the company which have occurred between the end of the financial year of the Company to which the financial report relates and the date of the report.

5. The provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to the Company.

6. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

7. The Company has complied with applicable Secretarial Standards.

8. Maintenance of Cost records under Section 148(1) of the Act is not applicable to the Company.

REGISTRAR AND SHARE TRANSFER AGENT (‘RTA)

Shareholders may contact RTA of the Company at the following address:

Link Intime India Private Limited

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 take this opportunity to thank their Customers, Bankers, Vendors, Aviation authorities, Government and regulatory authorities and all other stakeholders for their valuable sustained support. The Directors also express their deep appreciation to all the employees for their hard work, dedication and Commitment.

Date : June 11, 2021 For and on behalf of Board of Directors
Place : Pune Salil Taneja Chairman