TAAL Enterprises Director Discussions


To,

The Members,

TAAL Enterprises Limited

Your Directors present herewith the Ninth Annual Report along with Audited Financial Statements of the Company for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

Standalone
Financial Year
Particulars 2022-23 2021-22
Total Income 905.57 904.46
Expenditure 129.96 46.34
Profit/(Loss) after Tax 765.56 800.07

OPERATIONS

During the year under review, the total income of the Company was Rs. 905.57 Lakhs as compared to Rs. 904.46 Lakhs during the previous year. The Profit after tax for the year was Rs. 765.56 Lakhs as compared to a profit of Rs. 800.07 Lakhs during the 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 an interim dividend of Rs. 22.50/- (Rs. Twenty Two and Fifty Paise) on each fully paid 31,16,342 equity shares of Rs. 10/- each (225% per share) amounting to Rs. 7,01,17,695/- during the Financial Year 2022-23. The dividend was paid to those members of the Company whose names appeared in the Register of Members of the Company as on September 24, 2022. The Interim Dividend declared during the year shall be considered as the Final Dividend for the financial year 2022-23 and the confirmation of the members is being sought.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 (Act) and the Articles of Association of the Company, Mr. Salil Taneja retires by rotation and being eligible, offers himself for re-appointment.

Mr. Salil Taneja was re-appointed as Whole Time Director of the Company, for a period of 3(three) years from October 01, 2022 to September 30, 2025.

Mr. Shyam Powar, reappointed as Independent Director of the Company holds office from the conclusion of the 8th Annual General Meeting (AGM) until the conclusion of the 13th Annual General Meeting of the company.

Mr. Jitendra Muthiyan resigned from the position of Chief Financial officer with effect from June 30, 2022 and Mr. Ramesh Rathi was appointed as Chief financial officer with effect from July 01,2022.

Mr. Himanshu Choradiya resigned from the position of Company Secretary and Compliance Officer with effect from February 28, 2023.

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 Board is of the opinion that the Independent Directors of the Company possess 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 details of Key Managerial Personnel as on March 31, 2023 are as below:

Sr. No. Name Designation
1 Mr. Salil Taneja Whole-Time Director
2 Mr. Ramesh Kuma Rathi Chief Financial Officer

The Composition of 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 2022-23
Mr. Salil Taneja Whole Time Director 6
Mr. Arvind Nanda Independent Director 6
Mr. Shyam Powar Independent Director 2
Mrs. Rahael Shobhana Joseph Non-Executive Director 5

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

As on date of this report, the Company has four 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.

During the period under review, TTIPL has completed buyback of 50,000 equity shares from its Shareholder. As a result, the shareholding of the Company in TTIPL stands increased to 100% from 94.44% due to completion of Buyback.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public falling within the purview of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the SEBI (LODR) Regulations, 2015 a separate section on Management Discussion & Analysis 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

The Company have duly complied with the Section 135 of the Act and the applicable rules thereunder.

Annual Report on CSR Activities for the Financial Year ended March 31, 2023 forms the part of this Report as ‘Annexure A

BOARD MEETINGS

During the year under review 6 Board Meetings were held as under:

Sr. No. Date of Meeting
1 May 30, 2022
2 August 12, 2022
3 October 18, 2022
4 September 16, 2022
5 November 14, 2022
6 February 14, 2023

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 / SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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, 2023 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 Companies Act, 2013 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 Companies Act, 2013, 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)(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 Section 197(12) of the Act read with rules framed their under forms part of this report as ‘Annexure C.

A 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 is being sent to the members and others entitled thereto. 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

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 6th Annual General Meeting (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.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Act and the Rules made thereunder, the Board of Directors had appointed S D Kolhe & Company, Practicing Company Secretary for conducting the Secretarial Audit of the Company for the financial year 202223.

The Report of the Secretarial Audit in Form MR - 3 is annexed herewith as an Annexure ‘D 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, 2023.

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 reviewed 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

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.

During the year company has altered the Memorandum of Association for alteration of Object Clause and complied with all the applicable provisions of Companies act 2013.

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

During the year pursuant to section 230 to 232 of the companies act 2013, company has made an application to National Company Law Tribunal ("NCLT") for scheme of amalgamation with TAAL Tech India Private Limited i.e., its wholly owned subsidiary.

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.

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.

The Company has complied with applicable Secretarial standards.

Maintenance of Cost records under Section 1 48(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: umesh.sharma@linkintime.co.in 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

Date: May 30, 2023 Salil Taneja
Place: Pune Chairman