TAAL Enterprises Ltd Directors Report.

Dear Members,

Your Directors present herewith the Sixth Annual Report along with Audited Financial Statements of the Company for the financial year ended March 31, 2020.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

Particulars 2019-20 2018-19
Total Income 542.20 2,114.10
Expenditure 576.68 878.10
Profit/(Loss) after Tax (570.22) 1,236.02

DIVIDEND

The Company is not able to declare any dividend on account of losses. Accordingly, the Board of Directors of the Company did not declare any dividend during the financial year 2019-20.

RESULT OF OPERATIONS

During the year under review, the total income of the Company was Rs. 542.20 Lakhs as compared to Rs. 2,114.10 Lakhs during the comparable previous year. The total income for the previous year FY 2018-19 includes Dividend Income of Rs. 127.50 Lakhs. The Loss after tax for the year was Rs. 570.22 Lakhs as compared to a profit of Rs. 1,236.02 Lakhs during the 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 our business in the long run.

CHARTER OPERATIONS

During the quarter ended September 30, 2019, the air craft which was being operated, as per Scheme of Arrangement approved by the Honble Madras High Court between the Company and Taneja Aerospace and Aviation Limited, as part of the Charter business veered off the runway during landing, resulting in extensive damage to the aircraft. This incident was duly reported to BSE Ltd. and the Directorate General of Civil Aviation. The aircraft remains grounded since the incident. As a result, the Charter operations of the Company remains suspended with effect from September 12, 2019. The Company has initiated the process of claim with the Insurance Company.

The Company was required to impair its investment in First Airways Inc. to comply with Ind AS requirements.

AUDITORS STATUTORY AUDITORS

The Statutory Auditors, M/s. MSKA & Associates, Chartered Accountants, hold the office till the conclusion of the ensuing Annual General Meeting (AGM).

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 and therefore do not call for any further comments.

SECRETARIAL AUDITORS

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 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, Mr. Salil Taneja retires by rotation and being eligible, offers himself for re-appointment. Mr. Shyam Powar was appointed as Additional Director (Independent category) w.e.f. September 27, 2019 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.

The Independent Directors of the Company have given a declaration pursuant to Section 149(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 resigned w.e.f. September 30, 2019.

Thereafter, Mr. Sourabh Sonawane was appointed as the Company Secretary and Compliance Officer w.e.f. February13, 2020.

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 best serve the interest of the Company.

The brief resume of the Directors proposed to be appointed / re-appointed is given in the 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.

BOARD MEETINGS

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 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 Companies

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

TAAL Tech India Private Limited (TTIPL) is the largest operating subsidiary of the Company. While the business of this subsidiary was affected on account of Covid-19, the profitability for the year was better

During the period under review, TTIPL has completed buyback of 50,000 equity shares from its erstwhile CEO. As a result, the shareholding of the Company in TTIPL stands increased to 89.47 % from 85% due to reduction of share capital of TTIPL.

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 and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance Report are not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY

Though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the Company. However, 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 had been followed along with proper explanation relating to material departures;

ii. that the Directors had 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, 2020 and of the profit of the Company for that

iii. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other 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 the Company and that such internal financial controls are adequate and were operating effectively.

vi. that the Directors had 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 Companies Act, 2013, the 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

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 to 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 Companies Act, 2013 is not applicable to the Company.

REGISTRAR AND SHARE TRANSFER AGENT

Shareholders may contact Registrar and Share Transfer Agent 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.

For and on behalf of Board of Directors
Place: Pune Salil Taneja
Date: July 30, 2020 Chairman