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DIRECTOR'S REPORT

TAAL Enterprises Ltd.

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Market Cap. (₹) 78.45 Cr. P/BV 1.73 Book Value (₹) 145.87
52 Week High/Low (₹) 335/200 FV/ML 10/1 P/E(X) 4.33
Bookclosure 09/10/2018 EPS (₹) 58.20 Div Yield (%) 3.97
Year End :2018-03 

Dear Members,

The Directors present herewith the Fourth Annual Report along with Audited Financial Statements of the Company for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS (Rs. in lakh)

Particulars

Standalone

2017-18

2016-17

Total Income

937.82

667.93

Expenditure

876.72

659.39

Profit/(Loss) after Tax

50.88

(10.89)

DIVIDEND

With a view to meet operational and financial obligations your Company does not recommend any dividend for the financial year ended March 31, 2018.

RESULT OF OPERATIONS

The Revenue of the Company had decreased because of unplanned grounding of the aircraft due to non-availability of the pilot.

AUDITORS

Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013 and the Rules framed thereunder, the Shareholders of the Company at the Annual General Meeting held on September 29, 2015, approved the appointment of M/s. MSKA & Associates (Formerly known as MZSK & Associates), Chartered Accountants as the Statutory Auditors of the Company to hold office for a period of 5 (five) consecutive years till the conclusion of 6th AGM of the Company.

Vide notification dated May 07, 2018, the Ministry of Corporate Affairs has done away with the requirement of seeking ratification of members for appointment of Statutory Auditors at every AGM. Accordingly, no resolution is being proposed for ratification of appointment of Statutory Auditors of the Company

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, 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.

The approval of statutory authority was pending / under process for the appointment of Women Director on the Board of Directors of the Company.

Being a small Company the Company was finding it challenging to get suitable candidate as Chief Financial Officer.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to the reserves.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Rahael Shobhana Joseph ceased to be a Director of the Company w.e.f. April 22, 2017. However, pursuant to the recommendation of Nomination and Remuneration Committee and subject to approval by members in a General Meeting, Mrs. Rahael Shobhana Joseph was appointed as Additional Director w.e.f. November 16, 2017.

Mr. R. Poornalingam who was appointed as an Additional Director w.e.f. April 18, 2017, was appointed as Independent Director in the Annual General Meeting held on September 27, 2017.

Mr. Mr. C S Kameswaran, Whole-time Director of the Company ceased to a Directors w.e.f. February 07, 2018 due to his sad demise.

Mr. Vasant Bhat resigned as Chief Financial Officer w.e.f August 28, 2017.

Ms. Sakina Sami resigned as Company secretary and Compliance Officer w.e.f. August 14, 2017. Mr. Anuj Nema was appointed as Company Secretary and Compliance Officer w.e.f. August 16, 2017 and resigned from his position w.e.f. March 17, 2018. Thereafter, Mr. Niranjan Kulkarni was appointed as Company Secretary and Compliance Officer w.e.f. April 07, 2018.

The Composition of Board of Directors of the Company is as follows;

Name of the Director

Catagory

No. of Board Meetings attended during F.Y 2017-18

C.S. Kameswaran*

Whole-time Director

5

Nirmal Chandra

Independent Director

7

R. Poornalingam

Independent Director

7

Rahael Shobhana Joseph#

Non-Executive Director

3

*Ceased to be Director due to death w.e.f. February 07, 2018 #Appointed as as Additional Director w.e.f. November 16, 2017

BOARD MEETINGS

During the year under review 7 Board Meetings were held as under:

Sr. No.

Date of Meeting

1

June 30, 2017

2

June 30, 2017

3

August 16, 2017

4

September 14, 2017

5

November 16, 2017

6

December 12, 2017

7

February 13, 2018

AUDIT COMMITTEE

The present composition of Audit Committee is as follows:

Name of Director

Chairman/ Member

Mr. R. Poornalingam

Chairman

Mrs. Rahael Shobhana

Member

Joseph*

Mr. Nirmal Chandra

Member

AUDITORS REMARKS

In respect of Emphasis of Matter by the Statutory Auditors on the Standalone & Consolidated Financial Statements, it has been explained in Notes forming part of said Financial Statements which is self-explanatory and therefore do not call for any further comments.

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.

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 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; still 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, 2018 and of the Loss of the Company for that period;

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.

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 Director’s 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 is available on its website www.taalent.co.in.

Details pertaining to remuneration of employees’ required under Section 197(12) of the Act read with Rules made there under is forming part of this Report as Annexure-C.

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 proper 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

There is no information required to be mentioned in Form AOC-2, since the Company has not entered into any contract with related parties that is either a material contract or not at arm’s length basis. The particulars of all Related Party Transactions in terms of applicable Accounting Standards are forming part of the financial statements.

GENERAL

1) No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s 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) Your Directors further states that 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

5) The Company has complied with applicable Secretarial Standards.

REGISTRAR AND SHARE TRANSFER AGENT

Shareholders may contact Registrar and Share Transfer Agent of the Company at the following address:

Link Intime India P. Ltd.

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

Nirmal Chandra

Chairman

Place : Pune

Date : May 22, 2018

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