TAAL Enterprises Ltd Directors Report.

Dear Members,

Your Directors present herewith the Fifth Annual Report along with Audited Financial Statements of the Company for the financial year ended March 31, 2019.

FINANCIAL HIGHLIGHTS (Rs. in Lacs)
Particulars

Standalone

2018-19 2017-18
Total Income 2,114.10 937.82
Expenditure 878.10 876.72
Profit/(Loss) after Tax 1,236.02 50.21

DIVIDEND

The Board of Directors of the Company has declared an interim dividend of Rs. 10/- (Rs. Ten) on each fully paid 31,16,342 equity shares of Rs. 10/- each (100% per share) amounting to Rs. 3,11,63,420/- during the Financial Year 2018-19. The dividend was paid to those members of the Company whose names appeared in the Register of Members of the Company as on October 09, 2018. The Interim Dividend declared during the year shall be considered as the Final Dividend for the financial year 2018-19 and the confirmation of the members is being sought.

RESULT OF OPERATIONS

During the year under review the total revenue from operations of the Company was Rs.782.40 Lacs as compared to Rs. 639.22 Lacs during the previous year. The total comprehensive income for the year was Rs. 1,233.22 Lacs as compared to Rs. 50.88 Lacs during the previous year. During the year under review the Company received dividend from its subsidiary Company TAAL Tech India Private Limited amounting to Rs. 127.50 Lacs.

AUDITORS

STATUTORY AUDITORS

Pursuant to Section 139 of the Companies the Act, 2013 (the ‘Act) and the Rules 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 & Associates, Chartered 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 conclusion of 6th 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.

SECRETARIAL AUDITORS

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 Secretarial Audit of the Company. The report of the Secretarial Audit is annexed herewith as Annexure D.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to the reserves.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the 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 appointed as an Additional Director w.e.f September 28, 2018 and holds office upto the conclusion of the ensuing AGM. He was appointed as a Whole-Time Director of the Company for a term of 2 (two) years w.e.f. October 01, 2018, on the recommendation of Nomination and Remuneration Committee and subject to the approval of members in a General Meeting. Members approval shall be sought in the ensuing AGM for his appointment as director liable to retire by rotation and Whole Time Director. Further,the term of Mr. R. Poornalingam, Independent Director expires on the conclusion of the ensuing Annual General Meeting as per the the terms of his appointment. The Board during the period under consideration appointed Mr. Salil Taneja as the Chairman of the Board of Directors of the company w.e.f November 14, 2018.

During the period under consideration Mr. Nirmal Chandra resigned as Independent Director w.e.f October 2, 2018. As a result he also stepped down as the Chairman of the Board of Directors of the Company.

Mr. Arvind Nanda was appointed as Additional Director (Independent category) w.e.f October 11, 2018 and holds office upto the conclusion of the ensuing AGM. Members approval shall be sought in the ensuing AGM for his appointment as director not liable to retire by rotation (Independent category) for a period of two years.

Mr. Vijay Dutt Madhav Purekar was appointed as Chief Financial Officer w.e.f September 28, 2018.

Mr. Niranjan Kulkarni was appointed as the Company Secretary and Compliance Officer w.e.f. April 07, 2018.

However he resigned as the Company Secretary and Compliance Officer w.e.f. December 26, 2018. Thereafter, Ms. Shubhanshi Jain was appointed as Company Secretary and Compliance Officer w.e.f. April 23, 2019.

The Independent Directors of the Company had 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 brief resume of the Directors proposed to be appointed/ re-appointed is given in the notice convening the AGM.

Mr. Prakash Saralya, Chief Executive Officer and Whole-Time Director and Director of TAAL Tech India Pvt. Ltd., Subsidiary has resigned as Chief Executive Officer and Whole Time 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, 2018 appointed 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.

BOARD MEETINGS

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

AUDIT COMMITTEE

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 Board is available on its website

SUBSIDIARY COMPANIES

As on date of this report, The Company has five direct and indirect subsidiaries. A report in Form AOC-1 on performance and financial position of the subsidiaries as per the Act 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

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 not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY

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

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) (c) read with Section 134 (5) of the Act, your Directors make the following statement: i. that in the preparation of the 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 and applied them consistently and made judgments and estimates, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2019 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 and 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. vi. that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT-9 is forming part of this Report as Annexure A.

As per Section 134(3)(a) of the Act, the latest Annual Return referred to in Section 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 this Report as Annexure-B.

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 remuneration of directors and employees required under Section 197(12) of the Act read with Rules made there under is forming part of this Report as

Annexure-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 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 Secretary in this regard.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Particulars of Loans, Guarantees and Investments covered under Section 186 of the Act are provided in the 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 adequate Internal Control System, commensurate with the size, scale and complexity of its operations. It is routinely tested and overseen by Statutory as well as Internal Auditors.

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 is either a material contract or not at arms length basis. The particulars of all Related Party Transactions in terms of applicable Accounting Standards are provided under Notes to the financial statements forming part of this Annual Report.

GENERAL

1. No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys 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 financial position of the Company which has occurred between the end of the financial year of the Company to which the financial report relates and the date of the report.

4. 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 on the Company.

5. 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

6. The Company has complied with applicable Secretarial Standards.

7. Maintenance of Cost records under Section 148(1) of the Act, is not applicable on the Company.

REGISTRAR AND SHARE TRANSFER AGENT

Shareholders may contact Registrar and Share Transfer Agent of the Company at the following address:

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.

For and on behalf of Board of Directors
Place: Pune Salil Taneja
Date: 24 June, 2019 Chairman