Taneja Aerospace Director Discussions


To,

The Members,

Taneja Aerospace and Aviation Limited

Your Directors have pleasure in presenting the Thirty-fourth Annual

Report and the Audited Financial Statements for the financial ended March 31, 2023.

FINANCIAL HIGHLIGHTS (Rs. in Lakhs)

Particulars

2022-23 2021-22
Gross Total Income 3,324.85 3,198.58
Expenditure 1,680.97 1,916.70
Profit before exceptional items and tax 1643.88 1281.88
Profit/ (Loss) after Tax 1,098.70 546.89

OPERATIONS

During the year under review, the total income of the Company was Rs 3,324.85 Lakhs as compared to Rs. 3,198.58 Lakhs during the comparable previous year. The total comprehensive income for the year was Rs. 1090.91 Lakhs as compared to Rs. 531.70 Lakhs during the comparable previous 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 Interim Dividend twice during the FY 2022-23 as below:

1. 1st interim dividend of Rs. 2/- (Re. Two only) on each fully paid 2,49,30,736 equity shares of Rs. 5/- each amounting to Rs. 4,98,61,472/- during the Financial Year 2022-23.

2. 2nd interim dividend of Rs. 2/- (Re. Two only) on each fully paid 2,49,30,736 equity shares of Rs. 5/- each amounting to Rs. 4,98,61,472/- during the Financial Year 2022-23.

The interim dividend(s) was paid to those members of the Company whose names appeared in the Register of Members of the Company as on May 19, 2022 and February 02, 2023 respectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies from PracticingAct, 2013

(‘Act) and Articles of Association of the Company, Mr. Chitteti

Muralidhar Reddy, Director of the Company, retires by rotation and being eligible, offers himself, for re-appointment.

During the year under review, Mr. Rakesh Duda was appointed as an Additional Director (Non-Executive, Non-Independent category) with effect as Managing Director (Executive category) of the Company for a period of 3 years with effect from May 16, 2022 to May 15, 2025.

The Independent Directors have given Declaration pursuant to Section 149(7) of the Act & Regulation 25(8) of (‘Listing Regulations) stating that they meet the criteria of independence.

The Board is assured that the Independent Directors of the Company posses adequate proficiency, experience, expertise and integrity.

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 details of familiarization program of Independent Directors, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company & related matters are put up on the Companys website: www.taal. co.in.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

As on the date of this report, the Company has one subsidiary company. In accordance with Section 129 (3) of the Act, a statement containing salient features of the financial statement of the subsidiary company in Form AOC-1 is provided in financial statements forming part of this Annual Report.

A report on the performance and financial position of the subsidiary company is provided in the Financial Statements forming part of this Annual Report for the Financial Year 2022-23.

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

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 Listing Regulations, a separate section on Management Discussion & Analysis is forming part of this Report.

CORPORATE GOVERNANCE REPORT

In terms of Regulation 34 of the Listing Regulations, a separate section on Corporate Governance Report together with Certificates is forming part of this Report.

The Managing Director and Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the Listing Regulations. Certificate Secretary regarding compliance of conditions of Corporate Governance is annexed to this Report.

MEETINGS OF THE BOARD

The Board met 6 times during the financial year. The meeting details are provided in the Corporate Governance Report that forms part of this Annual Report.

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

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 of the Company March31,2023andofthe profit for that period; iii) that the Directors have taken proper and 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.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 this Report as Annexure ‘A.

POLICY ON NOMINATION & REMUNERATION OF DIRECTORS

The Nomination & Remuneration Policy of the Company on

Directors appointment and remuneration including criteria for determining qualifications,

Director & other matters is available on the website at www.taal. co.in The criteria for performance evaluation as laid down by Nomination & Remuneration Committee (‘NRC) have been defined in the Nomination & Remuneration Policy.

Details pertaining to remuneration of Directors and employees required under Section 197(12) of the Act read with Rules framed thereunder are forming 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 Annual

General Meeting (‘AGM). If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard at secretarial@taal.co.in.

AUDITORS a. STATUTORY AUDITORS

M/s. MSKA & Associates, Chartered Accountants (Firm Registration No. 105047W) was appointed as the Statutory

Auditors of the Company in the 28th AGM held on September

26, 2017 for a period of five years i.e. till the conclusion of careforthe the 33rd AGM of the Company. Accordingly, M/s. MSKA &

Associates held the office of Statutory Auditors till conclusion of 33rd AGM i.e upto 27.09.2022. As term of Statutory Auditor, Pursuant to Provisions of Company Act, 2013, came to end, Company appointed M/s. KKC & Associates LLP, Chartered

Accountants (Firm Registration No. 105146W/ W100621) as the Statutory Auditors of the Company in the 33rd AGM held on September 27, 2022 for a period of five years i.e. till the conclusion of the 38th AGM of the Company. Accordingly M/s.

KKC & Associates LLP, Chartered Accountants holds office of

Statutory Auditors till conclusion of 38th 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 & 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 appointed Anuj Nema, Practicing Company Secretary as Secretarial Auditor to undertake Secretarial Audit of the Company for the period ended March 31, 2023.

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

With respect to observations made by the Secretarial Auditor in their audit report for the year ended March 31, 2023, are self-explanatory and do not call for any further comments. c. REPORTING OF FRAUDS BY AUDITORS positive attributes, independence of a

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

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 faces both internal and external risks. Also, we focus on risks in the short, medium as well as long term. Risk management is an integrated aspect of Companys business operations. On a regular basis, an extensive risk assessment is conducted in which business lines and corporate functionsidentifyallsignificantrisks.

The risks are then consolidated and assessed on their potential impact and probability, which is then reported to the Board of Directors.

Responsibilities aresignificantrisks and mitigating assigned for initiatives are established and tracked.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has duly constituted CSR Committee in compliance with the Section 135 of the Act and the applicable Rules.

The composition of CSR Committee is mentioned in Report on Corporate Governance forming part of this Report.

Annual Report on CSR Activities for the Financial Year ended March

31, 2023 forms part of this Report as Annexure ‘D.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to the Financial Statements are commensurate with the size and nature of business by virtue of internal audit of the Company. Internal Audits are periodically conducted by an external firm of Chartered Accountants who monitor and evaluate the efficiencyand control systems in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Board also take review of internal audit functioning and accounting systems, in order to take suitable corrective actions in case of any deviations. During the year, such controls were tested by the Statutory Auditors and no material weakness in control design of operations were observed by them.

AUDIT COMMITTEE AND VIGIL MECHANISM

The details pertaining to the composition, terms of reference, and other details of the Audit Committee of the Board of Directors of your Company and the meetings thereof held during the Financial Year 2022-23 are given in the Report on Corporate Governance forming part of this Annual Report.

The Whistle Blower Policy/ Vigil Mechanism of the Company as established by the Board is available on its website of the Company at www.taal.co.in

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year, the Company has not entered into any contracts with related parties which were not at arms length basis or not in the ordinary course of business and further would be considered material in accordance with the policy of the Company on Materiality of Related Party Transactions.

Hence, there is no information required to be provided in Form AOC-2, while the particulars of all related party transactions in terms of Ind AS 24 has been given in Notes to Financial Statements forming part of this Annual Report.

Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions as approved by the Board may be accessed on the Companys website: www.taal.co.in

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place policy for Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The

Board of Directors of the Company has also constituted an Internal Complaint Committee in this regard to redress complaints. During the year under review, there were no complaints received pursuant to the aforesaid Act. The details and Members of the Committee are displayed on the website of the Company www.taal.co.in

KEY MANAGERIAL PERSONNEL (KMP)

Sr. Name of the Person No.

Designation

1. Rakesh Duda

Managing Director

2. Rahael Shobhana Joseph

Whole Time Director

3. Mahendra Nalluri

Chief Financial Officer

4. Shruti Zope (upto 30.06.2022)

Company Secretary

5. Ashwini Navare (w.e.f. 09.08.2022)

Company Secretary

COMPANYS POLICIES

The Board ensured that all Company policies are in line with the changes in legislation. The updated policies have been hosted on the official website of the Company www.taal.co.in

SECRETARIAL STANDARDS adequacyof internal

The Ministry of Corporate Affairs notified the Secretarial Standard on Meetings of the Board of Directors (SS 1), Secretarial Standard on General Meetings (SS 2), Secretarial Standard on Dividend (SS 3) and Secretarial Standard on Report of the Board of Directors (SS-4). The Company complies with Secretarial Standards and guidelines issued by the Institute of Company Secretaries of India (ICSI).

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. In terms of provisions of Section 148 of the Act read with Rule

3 of Companies (Cost Record and Audit) Rules, 2014, the Company is not required to maintain the cost records for the Financial Year 2022-23.

ACKNOWLEDGEMENTS

Your Directors express their appreciation for the continued support and co-operation received by the Company from its employees, Customers, Bankers, Shareholders, Suppliers, Business Partners, Defence Research and Developmental Organizations, Aviation Authorities and other Indian Services and the Central and State Governments. The Directors also express their gratitude and sincere appreciation to all the employees of the Company for their contribution, hard work and commitment.

For and on behalf of the Board of Directors

Date: May 13, 2023 Dr. Prahlada Ramarao
Place: Bengaluru Chairman