Taneja Aerospace Management Discussions

Over the last two decades, the Indian aviation sector has been through huge transformation and growth and is still considered to be a sunrise sector. This sector has to keep the growth momentum intact to cater the growing demand of the aspirational class as well as the requirements of the defense sector A number of large players have emerged in aviation & space manufacturing sectors. These companies have entered this sector and are competing on the basis of pricing that is based on aggressive entry or market consolidation strategy. The financial strength and corporate credibility of these companies provides them with the ability to look at markets with a medium and long term perspective. The company earns its revenue by providing technical support and leasing services.

The Company has leased hangar space and buildings to a Commercial Maintenance, Repair and Overhaul (MRO) organization. The Company also generates income from the use of infrastructure facilities including runway and hangars.



2022-23 2021-22

Total Income

3324.85 3198.58

Profit after Tax

1098.70 546.89


With the Government opening up and providing opportunities to the private sector, global and domestic players are collaborating and establishing joint ventures for manufacturing of aerospace components and MRO facilities for civil and military aviation sectors. In addition, the ongoing Government initiative in the outer space missions has opened up new opportunities. Given the emergence of larger players in the sector, it became incumbent for the Company to re-position itself as a company that has state of the art technology pursuits. The manufacturing legacy of the Company was coming in the way of this transformation. Hence it became incumbent to hive off the existing manufacturing facilities before taking a plunge something more contemporary and technologically sophisticated in the same domain.

The Company is on constant lookout for getting contracts from Defence Sector establishments for modification and refurbishment work.

The Company sold a part of its manufacturing plant and equipment to a Salem based aerospace company (Aerospace Engineers Private Limited). This Company has also taken part of the premises on rent for a period of two years.

Post the COVID-19 pandemic, it is expected that air passenger traffic would increase and the resultant growth in airlinefleetsizes is expected to increase demand for MRO facilities of civil aircraft. The civil aviation sector is going through a phase of accelerated growth and it is expected that the aircraft fleet size operating in the country would increase substantially in the next five years. This will substantially improve the prospects for MRO activities.


The delay in decision making and finalisation of contracts by the Defence Sector for their modification / refurbishment projects is a challenge for the industry


A stronger collaboration between the government and the private sector under the Atmanirbhar Program is expected to provide a fillip to growth. With increased demand and the ability of the Indian industry to leverage this for sustained technology upgradation, India has the potential to transform itself into an aerospace manufacturing hub in the near future.

There is a renewed thrust of indigenous manufacturing especially in defense. The Company, being one of the first organized players in defense space, will explore new opportunities in the area under Atmanirbhar Bharat Scheme

Risks And Concerns

The delayed lease rentals from the major customer and the resultant outstanding amount may affect the upkeep of the

Internal Control Systems

Through regular internal review systems, the Companys internal control system is being continuously strengthened to meet the needs of Manufacturing and Services Divisions.

Material Developments in Human Resources / Industrial Relations

The Company implemented the VRS scheme in 2021 and, as a result 44 were relieved from service. Thereafter, upon the sale of plant and equipment to AEPL, the Company carried out retrenchment and 48 people were relieved from service. As of 31st March 2023, the total number of permanent employees of the Company is 26. The Company maintained a good relationship between employees and staff during the financial year.

Key Financial Ratios

In accordance with the Listing Regulations, as amended, the Company is required to providedetailsofsignificantchanges (change of 25% or more as compared to the immediately previous financial year) in key sector specific financial ratios. The Company has identified the following ratios as key financial ratios:


2022-23 2021-22 Change
Debtors Turnover 4.93 3.97 24%
Inventory Turnover NA 52.64 100%
Debt- Service coverage ratio NA 3.86 100%
Current Ratio 3.11 2.00 55%
Debt Equity Ratio Nil 0.03 100%
Operating Profit Margin (%) 62.98% 57.99% 8%
Net Profit Margin (%) 34.24% 17.04% 101%
Return on Capital employed 15.18% 8.06% 88%

a) Current ratio and Debtors turnover ratios are improved due to efficient realization from customers b) Debt- Equity Ratio and Debt- Service coverage ratio are improved due to repayment of all outstanding debts. c) Inventory Turnover ratio improved due to the company is more focusing on job work/ sub-contracting. d) Net profit ratio and Return on capital employed increased due to improved profitability on account of employee cost reduction and increase in service and rental income.

Cautionary Statement


Statements in the Management Discussion and Analysis describing the Companys expectations or predictions are ‘forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include demand-supply conditions, raw material prices, changes in Government regulations, tax regime, economic developments within the country and other factors such as litigation and labour negotiations.



The Company has a strong value system comprising of honesty, integrity, secularity and equal opportunity for all. The Company strives to provide its stakeholders with maximum information relating to the affairs of the Company with an attempt to bring about total transparency in its working. We believe that good governance is the corner stone of any successful organization and we continuously endeavour to improve our standards of governance


The Board of Directors of the Company (Board) has an optimum combination of executive and non-executive Directors & comprises of 6


The composition of the Board, their attendance at the Board Meetings held during the financial year 2022-23 and at the last Annual General

Meeting and other details are as follows:

Name of the Director


Number of Board Meetings held during the Year 2022-23

Whether attended last AGM No. of Directorships in other public companies^

Committee positions in other public companies$

Held Entitled to attend Attended Member Chairman
Dr. Prahlada Ramarao Independent-NED 6 6 6 No - - -
Mr. Salil Taneja Promoter-NED 6 6 4 No 2 - -

Mr. Muralidhar Chitteti Reddy

Non-Independent NED 6 6 6 No 1 1 -
Mrs. Rahael Shobhana Joseph Promoter ED 6 6 6 No 1 2 1
Mr. Arvind Nanda Independent-NED 6 6 6 Yes 2 3 -

Mr. Rakesh Duda

Non-Independent ED 6 6 4 Yes - - -

NED-Non-Executive Director; ED-Executive Director:

^ This includes the directorship held in deemed public company but does not include directorships in Private Limited Companies, Foreign Companies and Companies under Section 8 of the

Companies Act, 2013 (Act).

$ This includes only Audit and Stakeholders Relationship

Committees. Number of Memberships in Committee(s) of Mr.

Muralidhar Chitteti Reddy and Mr. Arvind Nanda includes the membership in Audit committee of unlisted public company.

The names of the listed entities where the person is a Director and the category of directorship is as under:

Name of the Director

Name of the Listed entity Category
Mr. Salil Taneja TAAL Enterprises Promoter-ED
Mrs. Rahael Shobhana TAAL Enterprises NED
Joseph Limited
Mr.Arvind Nanda TAAL Enterprises Independent-
Limited NED

During the financial year 2022-23, Six Board mmeetings held as under:

Sr. No.

Date of Meetings
1 May 14, 2022
2 May 23, 2022

Sr. No.

Date of Meetings
3 August 09, 2022
4 October 21, 2022
5 January 24, 2023
6 March 15, 2023

As on March 31, 2023, the composition of the Board was in conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

The Board has complete access to all the relevant information available within the Company.


Pursuant to the Articles of Association of the Company and the

Companies Act, 2013 (Act), Mr. Chitteti Muralidhar Reddy, Director of the Company retires by rotation at ensuing Annual General Meeting

(AGM) and being eligible, offers himself for re-appointment. Brief resume of Director(s) proposed to be re-appointed will be given in the Notice convening the General Meeting.


Audit Committee of the Board is mainly entrusted with the responsibility to supervise the Companys financial reporting process. The composition, powers, role, scope and terms of reference of the Audit Committee are in conformity with the stipulations under Regulation 18 of the Listing Regulations and Section 177 of the Act.

The Audit Committee, inter alia, performs the functions of reviewing approval of related party transactions, annual/quarterlyfinancials, recommending appointment of Auditors and their remuneration, Review of the Management Discussions and Analysis, Internal Audit Reports.

The composition of Audit Committee and attendance of each member is as under:

Name of Director

Chairman/ Member Number of Meetings Attended
Mr. Arvind Nanda Chairman 4
Dr. Prahlada Ramarao Member 4
Mrs. Rahael Shobhana Joseph Member 4

During the year under review, Four meetings of Audit Committee were held as under:

Sr. No. Date of Meeting

1 May 23, 2022
2 August 09, 2022
3 October 21, 2022
4 January 24, 2023

Mr. Arvind Nanda, Chairman, Member of Audit Committee was present at the last Annual General Meeting held on September 27, 2022.


The Company has a Nomination and Remuneration Committee of Directors ("NRC").

Terms of reference of NRC are in conformity with Regulation 19 of Listing Regulations & Section 178 of the Act. NRC, inter alia, performs functions of recommending to the Board appointment of directors and senior management, create evaluation framework for independent directors and the Board and recommend to the Board remuneration payable to directors and senior management.

The composition of NRC and attendance of members is as under:

Name of Director

Chairman/ Member Number of Meetings Attended
Mr.Arvind Nanda Chairman 1
Dr. Prahlada Ramarao Member 1
Mr. Muralidhar Chitteti Member 1

During year under review, one meeting of NRC held as under:

Sr. No.

Date of Meeting
1 May 14, 2022

The Company does not have any Employee Stock Option Scheme.


Based on recommendations of NRC, the remuneration payable to Managing Director, Whole Time Director, Key Managerial Personnel and Senior Management is decided by the Board which inter-alia is based on the criteria such as industry benchmarks, financial performance of the

Company, performance of the Whole Time Director etc. The Company pays remuneration by way of salary, perquisites and allowances to its Managing Director and Whole Time Director. No remuneration was paid by way of commission to any Non-Executive Director.

The Company paid sitting fees of Rs. 20,000/- each for attending Board and Audit Committee Meetings and Rs. 10,000/- each for all other committee meetings to the Non-Executive Directors.

Performance evaluation of the Independent Directors shall be done by the Board of Directors on the performance evaluation criterias as recommended by the NRC and approved by the Board of Directors.

The Company has framed a Remuneration Policy upon the recommendation of NRC and as approved by the Board.


A Statement on remuneration paid/ payable to the Managing Director, Whole-time Director and sitting fees paid to NEDs, during FY 2022-23 is given below:

Name of Director(s)

Salary & Perquisites Commission (Rs.) Sitting fees
(Rs. In Lakhs) (Rs.)
Mr. Rakesh Duda 65.72 - -

Mr. Muralidhar Chitteti Reddy

- - 1.50
Mr. Salil Taneja - - 0.80

Dr. Prahlada Ramarao

- - 2.30

Mrs. Rahael Shobhana Joseph

36.00 - -

Mr. Arvind Nanda

- - 2.40


101.72 - 7.00

Note: Salary and perquisites include other allowances, Contribution Leave Travel to Provident Allowance, Fund Medical and Reimbursement Superannuation, and Accommodation provided.

Details of shares of the Company held by NEDs as on March 31, 2023:

Name of Director

Number of Equity Shares
Mr. Salil Taneja 3,500*
Mr. Muralidhar Chitteti Reddy 5200*
Mr. Arvind Nanda 250
Mr. Rakesh Duda 1500

* includes shares held in the name of the spouse.


The Company has a Stakeholders Relationship Committee ("SRC") to look into the redressal of shareholder and investors complaints like Transfer or Credit of Shares, non-receipt of Annual Reports/ Dividends etc.

The composition of SRC and attendance of each member is as under:

Name of the Director

Chairman/ Member Number of Meetings Attended
Mr. Arvind Nanda Chairman 1
Dr. Prahlada Ramarao Member 1

Mrs.Rahael Shobhana Joseph

Member 1

During the year under review, one meetings of SRC were held as under:

Sr. No. Date of Meeting

1. January 24, 2023


The Company has a CSR Committee as per Section 135 of the Act. The composition of CSR and attendance of members is as under:

Name of Director

Chairman/ Member Number of Meetings Attended
Mr. Muralidhar Chitteti Chairman 1
Mr. Arvind Nanda Member 1
Mr. Salil Taneja Member 1

During the year under review, one CSR Committee Meeting was held as under:

Sr. No.

Date of Meeting
1. January 24, 2023


The Independent Directors met on March 15, 2023 in conformity with the stipulations in Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to discuss:

The performance of Non-Independent Directors and the Board as a whole.

The performance of Executive Directors.

The quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary fortheBoardtoeffectivelyand reasonably perform their duties.

All the Independent Directors were present at the Meeting.


Ms. Shruti Zope, Company Secretary is no more associated with Company and was the Compliance Officer of the Company for ensuring compliance with the requirements of the Listing Regulations, the SEBI Insider Trading Regulations and other SEBI Regulations upto 30th June, 2022.

The special resolutions moved at the Annual General Meeting for year 2019-20 and 2020-21 were passed with requisite majority by way of e-voting and poll.


Pursuant to Section 110 of the Companies Act, 2013 read with the

Companies (Management and Administration) Rules, 2014, the approval of Shareholders of the Company was sought for passing the following Special Resolution through postal ballot process:

1. Appointment of Mr. Rakesh Duda (DIN: 05234273) as Managing

Director of the Company;

The Board of Directors of the Company had appointed Mr. M. D. Selvaraj, FCS of M/s. MDS & Associates, Company Secretaries in practice, Coimbatore as the Scrutinizer for conducting the postal ballot through remote e-voting in a fair and transparent manner and


Date Venue/ Deemed Venue Time Number of Special Resolutions passed
2021- 27.09.2022 Video Conferencing/ 12:00 NIL
22 OAVM p.m.
2020- 28.09.2021 Video Conferencing/ 11.30 2
21 OAVM a.m.
2019- 29.09.2020 Video Conferencing/ 02:00 3
20 OAVM p.m.


The Board has laid down a Code of Conduct for Board Members and Senior Management Personnel of the Company. The Code of Conduct is available on website of the Company: www.taal.co.in


under Regulation 17(8) of Listing MD and CFO Certificate Regulations is enclosed herewith.


Details of Annual General Meetings held in last three years:

Number of complaints pending at the beginning of the year 0
Number of complaints received during the year 0
Number of complaints disposed of during the year 0

Number of complaints remaining unresolved at the end of the year


With Effect from 09 th August, 2022 Ms. Ashwini Navare, Company

Secretary was appointed by Company as new Compliance Officer and since then she is the Compliance Officer of the Company for ensuring compliances with the requirements of the Listing Regulations, the SEBI Insider Trading Regulations and other SEBI Regulations. During the year, all complaints/ grievances received from shareholders including via SEBI SCORES, ROC and Stock Exchanges, have been attended to and resolved. No valid transfer/ transmission of shares were pending as on March 31, 2023.

Details of investor complaints received and redressed during Financial Year 2022-23 are as follows: for the purpose of ascertaining the requisite majority. The postal ballot results were declared on June 19, 2023.


Total No. of Valid Votes Votes Assenting the Resolution % of Votes Cast Votes Dissenting the Resolution % of Votes Cast

Votes cast t h r o u g h Electronic Mode

1,27,92,120 1,27,80,422 99.91% 11,698 0.09%


1,27,92,120 1,27,80,422 99.91% 11,698 0.09%

Special Resolution was passed by the shareholders with requisite majority.


The quarterly, half-yearly and annual financial results and other statutory notices of the Company are published in leading newspapers in India which include Financial Express, Malai Malar/Makkal Kural

(Salem edition). After the declaration of the quarterly, half-yearly and annual result, the same are submitted to the BSE Limited (BSE) as well as uploaded on the Companys website: www.taal.co.in

General Shareholder Information

AGM Date and Time

Friday, September 08, 2023 at 12:00 Noon

Deemed Venue as AGM will be held electronically through Video or Other Audio Visual Means

Belagondapalli Village, Thally Road, Denkanikottai Taluk, Krishnagiri District, Belagondapalli - 635114, Tamil Nadu
Financial Year April 01, 2022 to March 31, 2023
Dividend Payment date Not Applicable

Listed on Stock Exchange

BSE Ltd, PJ Towers, Dalal Street, Fort, Mumbai - 400 001
Security Code (BSE) 522229

ISIN Number allotted to equity shares


Registered Office

Belagondapalli Village, Thally Road, Denkanikottai Taluk, Krishnagiri District, Belagondapalli - 635114, Tamil Nadu

The Company has paid annual listing fees for the Financial Year 2023-24 to the Stock Exchange where the shares of the Company are listed.


The Company has the following E-mail Id exclusively for investor servicing: secretarial@taal.co.in


The performance of Companys scrip on BSE as compared to BSE

500 Index is as under:


Market Price BSE 500 INDEX
High Low High Low
April, 2022 163.20 106.00 24,628.56 23,272.39
May, 2022 142.65 104.00 23,575.05 21,343.16
June, 2022 130.80 97.00 22,770.95 20,482.98
July, 2022 116.45 101.50 23,376.50 21,018.58
August, 2022 109.90 100.00 24,629.69 23,362.49
September, 2022 134.00 100.00 25,066.46 23,141.62
October, 2022 154.40 105.00 24,606.03 23,252.98
November, 2022 139.20 116.00 25,479.82 24,545.33
December, 2022 125.45 100.00 25,554.25 23,865.88
January, 2023 118.80 102.65 24,801.94 23,369.49
February, 2023 127.80 101.50 24,124.77 23,004.17
March, 2023 142.90 104.00 23,785.16 22,556.39

Source: BSE website


Shareholders may contact Registrar and Share Transfer Agent at the following addresses:

Pinnacle Business Park, Office No S6-2, 6th, Mahakali Caves Rd, next to Ahura Centre, Andheri East, Mumbai, Maharashtra 400093 Tel.: 022- 62638200 Fax.: 022- 62638299 e-mail: investor@bigshareonline.com/ sandeep@bigshareonline.com

As regard to shareholding in electronic form shareholders are requested to write to their respective Depository Participant & provide Bank Mandate details, N-ECS particulars, email ID etc. so as to facilitate expeditious payment of Corporate Action, if any.


The Companys shares are traded compulsorily in Demat segment on the Stock Exchanges. Shares of the Company can be transferred only in dematerialized form except in case of request received for transmission or transposition of shares. Members holding shares in physical form are requested to convert their holdings to dematerialized form as transfer of physical shares are no longer permitted as per SEBI Regulations. Pursuant to Regulation 40(9) of the Listing Regulations, certificate on yearly basis have been filed with the Stock Exchange for formalities by the Company. In terms of guidelines issued by SEBI, the Reconciliation of Share Capital Audit Report for all the quarters have been filed with the Stock Exchange, which inter-alia gives details about the reconciliation of Share Capital (both physical and demat).


Shareholding of Nominal Value of Rs.

No. of Share- holders % to Total No. of Shares held % to Total
1 5000 20,611 94.9160 1,40,67,300 11.2851
5001 10000 488 2.2473 37,76,785 3.0298
10001 20000 262 1.2065 37,84,315 3.0359
20001 30000 124 0.5710 31,27,370 2.5088
30001 40000 41 0.1888 14,48,775 1.1622
40001 50000 44 0.2026 21,02,485 1.6867
50001 100000 61 0.2809 43,81,565 3.5150
100001 and above 84 0.3868 9,19,65,085 73.7765


21,715 100.0000 12,46,53,680 100.0000


Sr. Category

As on March 31, 2023


No. of shares % of total no. of shares
1 Promoters 1,27,71,037 51.23
2 Bodies Corporate 8,01,129 3.21
3 Public 1,03,44,008 41.49
4 NRIs 6,12,806 2.46
5 Others 4,01,756 1.61


2,49,30,736 100.00

DEMATERIALISATION OF SHARES AND LIQUIDITY 96.74 % of total Equity Share Capital is held in demat with NSDL & CDSL as on March 31, 2023.


The financial and other information filed by the Company with BSE (through BSE Listing Centre), from time to time, is available on the website of BSE Limited at www.bseindia.com


The Company has no outstanding GDRs/ ADRs and the Company has not issued any GDRs/ADRs or any convertible instruments during the year under review.


The Company has aircraft manufacturing & maintenance facilities at Factory at Thally Road, Denkanikottai Taluk, Krishnagiri District, Belagondapalli - 635114, Tamil Nadu.


Registered Office at Thally Road, Denkanikottai Taluk, Krishnagiri District, Belagondapalli - 635114, Tamil Nadu.


During Financial Year 2022-23, the Company was not required to obtain the credit rating as there were NIL fund based and non-fund based credit limits.


i) Details of related party transactions are furnished under Notes to Financial Statement.

ii) There were no instances of material non-compliances and no strictures or penalties imposed on the Company either by SEBI, Stock Exchange or any statutory authorities on any matter related to capital markets during the last three years.

iii) None of the Directors have any relation inter-se except Mr. Salil

Taneja and Mrs. Rahael Shobhana Joseph.

iv) The internal audit reports are placed before the Audit Committee.

v) The Company has established Vigil Mechanism and Whistle Blower Policy. It is hereby affirmed that no personnel has denied access to the Audit Committee.

vi) Familiarization Programmes for Independent Directors and various policies including Policy on determination of material subsidiaries and dealing with related party transactions are placed on the Companys website: www.taal.co.in

vii) Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part Financial Year 2022-23 is Rs. 6 Lakhs. viii) The below table discloses the list of core skills/expertise/ competencies identified by the Board as required in the context of its business(es) and sector(s)forittofunctioneffectivelyand those actually available with the board:

Core skills/expertise/ competencies are identified

Directors who have the identified skills / expertise / competencies

Business Management, Planning & Strategy

Mr. Salil Taneja, Dr. Prahlada Ramarao, Mrs. Rahael Shobhana Joseph, Mr.Rakesh Duda

Business Development & Marketing

Mr. Salil Taneja, Mr. Arvind Nanda, Mr. Rakesh Duda, Mrs. Rahael Shobhana Joseph

Operations, Research & Development

Dr. Prahlada Ramarao, Mr. Rakesh Duda

Finance and Accounts & Administration & Others

Mr. Salil Taneja, Mr. Rakesh Duda, Mrs. Rahael Shobhana Joseph

ix) In the opinion of the Board, the Independent Directors fulfill the conditions specified in the Listing Regulations and are independent of the Management. x) 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. xi) The Company has duly complied with the requirements specified in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) of the Listing Regulations. xii) A certificate from Company Secretary in Practice is enclosed herewith confirmingthat that none of the directors on the Board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the SEBI/

Ministry of Corporate Affairs or any such statutory authority.

For and on behalf of the Board of Directors

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