Your Directors have pleasure in presenting the thirty-sixth AnnualReport and the Audited Financial Statements for the financial yearended March 31, 2025.
FINANCIAL HIGHLIGHTS (Rs. in Lakhs)
Particulars
2024-25
2023-24
Revenue from operations
4061.69
3035.20
Expenditure
1871.44
1535.75
Profit/ (Loss) after Tax
1807.62
1113.15
OPERATIONS
During the year under review, the total income of the Companywas Rs. 4,214.61 lakh as compared to Rs. 3086.05 Lakhs duringthe comparable previous year. The total comprehensive income forthe year was Rs. 1,829.43 lakh as compared to Rs. 1082.14 Lakhsduring the comparable previous year.
TRANSFER TO RESERVES
During the year, the Company has not transferred any amount toGeneral Reserves.
DIVIDEND
The Board of Directors of the Company had declared Dividendtwice during the FY 2024-25 as below:
1. 1st interim dividend of Rs. 1.00/- (One Rupee only) on eachfully paid equity shares of Rs. 12,75,02,680 to those memberswhose name appear in the register of members as on 19thNovember, 2024 being the record date for the payment ofinterim dividend during the Financial Year 2024-25.
2. 2nd interim dividend of Rs. 1.50/- (One Rupee Fifty Paisa only)on each fully paid equity shares of Rs. 12,75,02,680 to thosemembers whose name appear in the register of members as on14th February, 2025 being the record date for the payment ofinterim dividend during the Financial Year 2024-25.
The interim dividend(s) was paid to those members of the Companywhose names appeared in the Register of Members of the Companyas on November 19, 2024 and February 14, 2025 respectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act, 2013(‘Act’) and Articles of Association of the Company, Ms. RahaelShobhana Joseph, Director of the Company, retires by rotation andbeing eligible, offers herself, for re-appointment.
The Independent Directors have given Declaration pursuantto Section 149(7) of the Act & Regulation 25(8) of (‘ListingRegulations’) stating that they meet the criteria of independence.
The Board is assured that the Independent Directors of the Companyposses adequate proficiency, experience, expertise and integrity. Theannual performance evaluation has been done by the Board of itsown performance and that of its committees and individual Directorsbased on the criteria for evaluation of performance of IndependentDirectors and the Board of Directors and its Committees, as approvedby the Nomination and Remuneration Committee which the Boardfound to be satisfactory.
The details of familiarization program of Independent Directors,their roles, rights, responsibilities in the Company, nature of theindustry in which the Company operates, business model of theCompany & related matters are put up on the Company’s website:www.taal.co.in.
SUBSIDIARIES, ASSOCIATE AND JOINT VENTURECOMPANIES
As on the date of this report, the Company has one subsidiarycompany. In accordance with Section 129 (3) of the Act, a statementcontaining salient features of the financial statement of the subsidiarycompany in Form AOC-1 is provided in financial statements formingpart of this Annual Report.
A report on the performance and financial position of the subsidiarycompany is provided in the Financial Statements forming part of thisAnnual Report for the Financial Year 2024-25.
The Company has framed a Policy for determining MaterialSubsidiaries which is available on its website: www.taal.co.in
PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public fallingwithin 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 onManagement Discussion & Analysis is forming part of this Report.
CORPORATE GOVERNANCE REPORT
In terms of Regulation 34 of the Listing Regulations, a separatesection on Corporate Governance Report together with Certificatesis forming part of this Report.
The Managing Director and Chief Financial Officer have certified tothe Board with regard to the financial statements and other mattersas required under Regulation 17(8) of the Listing Regulations.
Certificate from Practicing Company Secretary regardingcompliance of conditions of Corporate Governance is annexed tothis Report.
MEETINGS OF THE BOARD
The Board met 5 times during the financial year. The meeting detailsare provided in the Corporate Governance Report that forms part ofthis Annual Report.
The intervening gap between the Meetings was within the periodprescribed 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 applicableaccounting standards have been followed along with properexplanation relating to material departures;
ii) that the Directors have selected such accounting policies &applied them consistently & made judgments & estimates, thatare reasonable & prudent so as to give a true and fair viewof the state of affairs of the Company at end of the financialyear March 31, 2025 and of the profit of the Company for thatperiod;
iii) that the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets ofthe Company and for preventing and detecting fraud & otherirregularities;
iv) that the Directors have prepared the annual accounts on agoing concern basis;
v) that the directors have laid down Internal Financial Controls tobe followed by the Company and that such Internal FinancialControls are adequate and were operating effectively; and
vi) that the directors have devised proper systems to ensurecompliance with provisions of all applicable laws & that suchsystems were adequate & operating effectively.
ANNUAL RETURN
As per Section 134(3)(a) of the Act, the Annual Return referred toin Section 92(3) has been placed on the website of the Company atwww.taal.co.in
CONSERVATION OF ENERGY, TECHNOLOGY,ABSORPTION & FOREIGN EXCHANGE EARNINGS &OUTGO
The particulars as required under Section 134(3)(m) of the Act isforming part of this Report as Annexure ‘A’.
POLICY ON NOMINATION & REMUNERATION OFDIRECTORS
The Nomination & Remuneration Policy of the Company onDirector’s appointment and remuneration including criteria fordetermining qualifications, positive attributes, independence of aDirector & 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 theNomination & Remuneration Policy.
Details pertaining to remuneration of Directors and employees
required under Section 197(12) of the Act read with Rules framedthereunder 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 ofManagerial Personnel) Rules, 2014 forms part of this Report.
However, in terms of Section 136 of the Act, the Annual Reportexcluding the aforesaid information is being sent to the membersand others entitled there to. The said statement is available forinspection by the Members at the Registered Office and other officeas mentioned on the Company Master data during business hours onworking 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 atsecretarial@taal.co.in.
AUDITORS
a. STATUTORY AUDITORS
M/s. KKC & Associates LLP, Chartered Accountants (FirmRegistration No. 105146W/ W100621) was appointed as theStatutory Auditors of the Company in the 33rd AGM heldon September 27, 2022 for a period of five years i.e. till theconclusion of the 38th AGM of the Company. Accordingly M/s.KKC & Associates LLP, Chartered Accountants holds office ofStatutory Auditors till conclusion of 38th AGM.
b. SECRETARIAL AUDITOR
Pursuant to Section 204 of the Act and the Rules madethereunder, the Board of Directors has appointed Anuj Nema,Practicing Company Secretary as Secretarial Auditor toundertake Secretarial Audit of the Company for the periodended March 31, 2025.
The Report of the Secretarial Auditors in Form MR 3 isannexed herewith as an Annexure ‘C’ to this Report.
There are no observations made by the Secretarial Auditor intheir audit report for the year ended March 31,2025, the Reportis self-explanatory and do not call for any further comments.
c. REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the Statutory Auditorsnor the Secretarial Auditor have reported to the AuditCommittee, under Section 143(12) of the Act, any instancesof fraud committed against the Company by its officers oremployees, the details of which would need to be mentioned inthe Board’s Report.
PARTICULARS OF LOANS, GUARANTEES ANDINVESTMENTS
Particulars of Loans, Guarantees & Investments covered underSection 186 of the Act has been given in Notes to FinancialStatements forming part of this Annual Report.
RISK MANAGEMENT
The Company faces both internal and external risks. Also, we focuson risks in the short, medium as well as long term. Risk managementis an integrated aspect of Company’s business operations. On aregular basis, an extensive risk assessment is conducted in whichbusiness lines and corporate functions identify all significant risks.The risks are then consolidated and assessed on their potential impactand probability, which is then reported to the Board of Directors.Responsibilities are assigned for significant risks and mitigatinginitiatives are established and tracked.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has duly constituted CSR Committee in compliancewith the Section 135 of the Act and the applicable Rules.
The composition of CSR Committee is mentioned in Report onCorporate Governance forming part of this Report.
Annual Report on CSR Activities for the Financial Year endedMarch 31, 2024 forms part of this Report as Annexure ‘D’.
INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to the FinancialStatements are commensurate with the size and nature of businessby virtue of internal audit of the Company. Internal Audits areperiodically conducted by an external firm of Chartered Accountantswho monitor and evaluate the efficiency and adequacy of internalcontrol systems in the Company, its compliance with operatingsystems, accounting procedures and policies of the Company. Boardalso takes review of internal audit functioning and accountingsystems, in order to take suitable corrective actions in case of anydeviations.
During the year, such controls were tested by the Statutory Auditorsand no material weakness in control design of operations wasobserved by them.
AUDIT COMMITTEE AND VIGIL MECHANISM
The details pertaining to the composition, terms of reference, andother details of the Audit Committee of the Board of Directors ofyour Company and the meetings thereof held during the FinancialYear 2024-25 are given in the Report on Corporate Governanceforming part of this Annual Report.
The Whistle Blower Policy / Vigil Mechanism of the Company asestablished by the Board is available on its website of the Companyat www.taal.co.in
CONTRACTS AND ARRANGEMENTS WITH RELATEDPARTIES
All transactions entered into by the Company with Related Partiesfor the year under review were on arm’s length basis. The relatedparty transactions are entered into based on considerations of variousbusiness requirements. Pursuant to section 177 of the Companies
Act, 2013 and regulation 23 of SEBI LODR Regulations, 2015, allRelated Party Transactions were placed before the Audit Committeefor its approval.
As stipulated by Section 134(3)(h) of the Act read with Rule 8(2) ofthe Companies (Accounts) Rules, 2014, particulars of Related PartyTransactions are given in Form No. AOC - 2 as Annexure ‘E’ andthe same form an integral part of this report.
Policy on Materiality of Related Party Transactions and Dealingwith Related Party Transactions as approved by the Board may beaccessed on the Company’s website: www.taal.co.in
PREVENTION OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE
The Company has in place policy for Sexual Harassment of Womenat Workplace (Prevention, Prohibition and Redressal) Act, 2013. TheBoard of Directors of the Company has also constituted an InternalComplaint Committee in this regard to redress complaints. Duringthe year under review, there were no complaints received pursuantto the aforesaid Act. The details and Members of the Committee aredisplayed on the website of the Company www.taal.co.in
KEY MANAGERIAL PERSONNEL (KMP)
Sr.
No.
Name of the Person
Designation
1.
Rakesh Duda
Managing Director
2.
Rahael Shobhana Joseph
Whole Time Director
3.
Jitendra Muthiyan
Chief Financial Officer
4.
Ashwini Navare
Company Secretary
COMPANY’S POLICIES
The Board ensured that all Company policies are in line with thechanges in legislation. The updated policies have been hosted on theofficial website of the Company www.taal.co.in
SECRETARIAL STANDARDS
The Ministry of Corporate Affairs notified the Secretarial Standardon Meetings of the Board of Directors (SS- 1), Secretarial Standardon 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 andguidelines issued by the Institute of Company Secretaries of India(ICSI).
GENERAL
1. No significant or material orders were passed by the Regulatorsor Courts or Tribunals which impact the going concern statusand Company’s 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 sharecapital of the Company during the year under review.
4. There have been no material changes and commitment, ifany affecting the financial position of the Company whichhave occurred between the ends of the financial year of theCompany to which the financial report relates and the date ofthe report.
5. In terms of provisions of Section 148 of the Act read with Rule3 of Companies (Cost Record and Audit) Rules, 2014, theCompany is not required to maintain the cost records for theFinancial Year 2024-25.
ACKNOWLEDGEMENTS
Your Directors express their appreciation for the continued supportand co-operation received by the Company from its employees,Customers, Bankers, Shareholders, Suppliers, Business Partners,Defence Research and Developmental Organizations, AviationAuthorities and other Indian Services and the Central and StateGovernments. The Directors also express their gratitude andsincere appreciation to all the employees of the Company for theircontribution, hard work and commitment.
For and on behalf of the Board of Directors
Date: May 13, 2025 Dr. Prahlada Ramarao
Place: Bengaluru Chairman