Directors Report of Taneja Aerospace & Aviation Ltd.

Mar 31, 2018

To the Members of Taneja Aerospace and Aviation Limited

The Directors have pleasure in presenting the Twenty-Nineth Annual Report and the Audited Financial Statements for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS (Rs. in Lakhs)

Particulars	2017-18	2016-17
Gross Income	3246.75	3896.29
Expenditure	3220.06	3820.34
Profit/ (Loss) after Tax	28.75	75.81

INDIAN ACCOUNTING STANDARDS (IND AS)

The Company had adopted Ind AS with effect from April 01, 2017 pursuant to the Ministry of Corporate Affairs notification dated February 16, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015. Accordingly, the Financial Statements for the year ended March 31, 2018 of the Company was prepared with comparative data, in compliance with Ind AS.

RESERVES

There is no amount proposed to be transferred to reserves.

DIVIDEND

Your Directors do not recommend any dividend for the year ended March 31, 2018.

OPERATIONS

During the year under review the total income of the Company was Rs. 3,246.75 Lakhs as compared to 3,896.29 during the comparable previous year. The total comprehensive income for the year was Rs. 28.75 Lakhs as compared to Rs. 75.51 Lakhs during the comparable previous year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

During the financial year 2017-18 Mr. R Surie, Mr. R Poornalingam, Mr. N Chandra ceased to be the independent directors ceased to be the director of the company w.e.f 27.09.2017 on the expiry of their term.

Mr. C S Kameswaran ceased to be the director of the company w.e.f 27.09.2017 on the expiry of their term. Further Mr. C S Kameswaran was appointed as additional director w.e.f 27.09.2017. However, due to his sad demise, he ceased to be the director w.e.f 07.02.2018.

Mrs. Rahael Shobhana Joseph, was appointed as additional director (non-independent category) and holds office upto the conclusion of the ensuing Annual General Meeting. Member’s approval shall be sought in the ensuing AGM for her appointment as director liable to retire by rotation.

Dr. Prahlada Ramarao was appointed as additional director (Independent category) during the financial year 2017-18 and holds office upto the conclusion of the ensuing Annual General Meeting. Member’s approval shall be sought in the ensuing AGM for his appointment as Director, not liable to retire by rotation (Independent category) for a period of two years.

Mr. Muralidhar Chitteti Reddy was appointed as additional director (Independent category) during the financial year 201718 and holds office upto the conclusion of the ensuing annual general meeting. Member’s approval shall be sought in the ensuing AGM for his appointment as director liable to retire by rotation.

The Independent Directors of the Company had given a declaration pursuant to Section 149(7) of the Companies Act, 2013 (‘Act’).

The annual performance evaluation has been done by the Board of its own performance and that of its Committees and individual Directors which the Board found to be satisfactory.

Details of familiarization programme 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 its website www.taal. co.in

Mr. Arif Ahmed resigned as Chief Financial Officer w.e.f. June 14, 2018.

Mr. Chetan Nathani, Company Secretary resigned as Company Secretary and Compliance Officer with effect from April 04, 2018.

AUDITORS

M/s. MSKA & Associates (formerly known as M/s MZSK & Associates), Chartered Accountants (Firm Registration No. 105047W) was appointed as the Statutory Auditors of the Company in the AGM held on September 26, 2017 for a period of five years i.e. till the conclusion of the 33rd Annual General Meeting of the Company.

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.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

As on date of this report, the Company has one subsidiary. A statement containing salient features ofthe 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 is of the subsidiary company 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.taal.co.in

FIXED DEPOSITS

The Company has not accepted any deposits from the public.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the SEBI (LODR) Regulations, 2015 (‘Listing Regulations’), a separate section on Management Discussion & Analysis is forming part of this Report.

CORPORATE GOVERNANCE REPORT

Pursuant to the SEBI (LODR) Regulations, 2015 (‘Listing Regulations’), a separate section on Corporate Governance Report together with Certificates is forming part of this Report.

The Whole Time Director and CFO have certified to the Board with regard to the financial statements and other matters as required under regulation 17(8) of the aforesaid Regulations.

Certificate from practicing Company Secretary regarding compliance of conditions of Corporate Governance is annexed to this Report.

MEETINGS OF THE BOARD AND INDEPENDENT DIRECTORS MEETING

Eight Board Meetings were held during the year. The Particulars of meetings held & attended by directors are given in the Corporate Governance Report forming part of this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, 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, 2018 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 Directors have devised proper systems to ensure compliance with provisions of all applicable laws & that such systems were adequate & 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 & FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars as required under Section 134(3)(m) of the Companies Act, 2013 is forming part of this Report as Annexure ‘B’.

POLICY ON NOMINATION & REMUNERATION OF DIRECTORS

The Nomination & Remuneration Policy of the Company on director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director & other matters is available on its website www.taal. co.in

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 ‘C’.

SECRETARIAL AUDIT REPORT

Pursant to Section 204 of the Act and the Rules made thereunder the Board has appointed M/s DVD & Associates, Company Secretaries in practice as Secretarial Auditor to undertake the secretarial audit of the Company. The Report of Secretarial Auditors in Form MR-3 is forming part of this Report as Annexure-‘D’.

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of Loans, Guarantees & Investments covered under Section 186 of the Companies Act, 2013 has been given in Notes to Financial Statements forming part of this Annual Report.

RISK MANAGEMENT

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company has already identified the key risk as delays in award of Government orders for its core business..

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company was not required to constitute a Corporate Social Responsibility Committee during the year under review.

INTERNAL FINANCIAL CONTROLS

Internal controls of the Company are being strengthened by putting in place appropriate systems and processes taking into account the changing business environment and the scale of operations and the comments of the Auditor.

AUDIT COMMITTEE AND VIGIL MECHANISM

The Composition of Audit Committee is mentioned in Report on Corporate Governance forming part of this Report.

The Whistle Blower Policy/ Vigil Mechanism of the Company as established by the Board is available on its website 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 on arm’s 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 oflnd AS 24 are forming part of the financial statements.

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

GENERAL

1. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact 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 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.

4. Your Directors further state 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.

ACKNOWLEDGEMENTS

The Directors express their appreciation for the continued support and co-operation received by the Company from its 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

Dr. Prahlada Ramarao C M Reddy

Director Director

Bengaluru,

May 29, 2018

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Mar 31, 2016

The details of familiarization programme of Independent Directors with the Company, their roles, rights, responsibilities Balie Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on its website www.taal.co.in

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

Directors’ Report

To the Members of Taneja Aerospace and Aviation Limited

The Directors present herewith the Twenty-seventh A Report and the Audited Financial Statements for the financial year ended March 31 206.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars	2015-16	20)4-5
Gross Income	6256.11	3 7168
Expenditure	6682.51	494.96
Profit/ (Loss) after Tax and	(430.50)	(476.91)
Prior Period Items

Mr. Raj Sureka ceased to be a Director of the Company w.e.f. October 1,2015.

AUDITORS

M/s. MZSK & Associates, Chartered Accountants retire as Statutory Auditors ofthe Company atthe conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Pursuant to the provisions of Section B9 of the Act &the rules frame there under, it is proposed to appoint M/s. MZSK & Associates, Chartered Accountants as Statutory Auditors of the Company for a period of one year from the conclusion of the forthcoming AGM until the conclusion of28thAGM of the Company. of

DIVIDEND

Your Directors are unable to recommend dividend for the financial year ended March 31 206, in view of the loss.

SCHEME OF ARRANGEMENT

During the year under review, pursuant to the Scheme Arrangement between Taneja Aerospasce and Aviation Ltd. i TAAL Enterprises Ltd. (TEL) as sanctioned by the Hon’ble Madras High Court vide its Order dated June 22, 2015, the Company demerged its Charter business and investments in First Airways Inc. USA and TAAL Tech India P Ltd. with effect August 21 205. Pursuant to the said Scheme of Arrangement 50,000 equity shares of Rs 10/-each held by the Company Intel were reduced & Cancelled.

OPERATIONS

The Company has registered a significant growth in revenue during the year on account of improved business environment mostly driven by exports.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. R Poomalingam, Mr. R. Suri and Mr. N Chandra Independent Directors of the Company are proposed to be re-appointed as Independent Directors of the Company.

Mr. Ajay Gupta resigned as Chief Financial Officer of the Company w.e.f October 1,2015.

Mr. Arif Ahmad was appointed as Chief Financial Officer of the Company w.e.f. February 11,2016.

The Independent Directors of the Company had given a declaration pursuant to Section 149(7) of the Companies Act, 2013 (Act).

Performance evaluation of Independent Directors, Boa Committees and other individual Directors has been done by the Board of Directors of the Company.

n respect of the Emphasis of Matter by the Auditors on th Standalone and Consolidated Financial Statements, it has been explained in the Notes forming part of the said Financial Statements which are self-explanatory and therefore do not call tfor any further comments.

SUBSIDIARY AND ASSOCIATE COMPANIES

During the year under review, AA Enterprises L,tTAAL Tech India P. Ltd. and First Airways Inc. USA, ceased to be subsidiaries of the Company. and

TAAL Aero systems P. Ltd. ceased to be an Associate Company effective from April 7, 20)5

As on date of this report, the Company has only one subsidiary.

A Report in Form AOC-1 on performance & financial position of the subsidiary is forming part of this Annual Report.

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

FIXED DEPOSITS

The Company has not accepted any deposits from the public.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT

Pursuant to the SEBI (LODR) Regulations, 2015, a separate _rg3ction on Management Discussion & Analysis and Corporate Governance Report together with Certificates is forming part of this Report.

RISK MANAGEMENT

The Company is developing a risk management frame work including the policy covering material risks. The Company has identified the key risk as delays in award of Government orders _errand fore risk for its core manufacturing.

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 have been followed along with prop explanation relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments an estimates, that are reasonable and prudent so as to gi'' true and fair view of the state of affairs of the Company at the end of the financial year March 31,2016 and of the Loss of the Company for that period;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records accordance with the provisions of the Act for safeguard the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the annual accounts on a going concern basis;

v) Post demerger, Internal financial Controls system of the Company are undergoing changes, which are in the process of being documented and evaluated; and

vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws ar that such systems were adequate and operating effective

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT-9 is forming 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 other matters is available on its website www.taal.c

Details pertaining to remuneration of Directors and employ; required under Section 197(12) of the Act, read with Rules framed there under are forming part of this Report as Annexure C.

SECRETARIAL AUDIT REPORT

The Report of the Secretarial Auditors in Form MR-3 is form of this Report as Annexure D. With reference to the observe mentioned in the Secretarial Audit Report, during the year u review, the Company has appointed a Woman Director.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of Loans, Guarantees and Investments covered u Section B6 of the Act has been given in the Notes to Finance Statements forming part of this Annual Report.

INTERNAL FINANCIAL CONTROLS

Post demerger, Internal financial Controls system of the Company are undergoing changes, which are in the process of being documented and evaluated.

AUDIT COMMITTEE AND VIGIL MECHANISM

The Composition of Audit Committee is mentioned in the Corporate Governance Report which is forming part of this Report. ding

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

There is no information required to be provided in Form AOC-2 with regard to particulars of contracts or arrangement with related parties. while the particulars of all Related Party Transactions in terms ofAS-18 are forming part of the financial statements.

GENERAL

1. No significant or material orders were passed by the part regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

2. Your Directors further state 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.

REGISTRAR AND SHARE TRANSFER AGENT

SEBI vide its Order dated March 22, 2016, debarred Sharper Services (India) P Ltd. (Sharepro), Registrar and Share Transfer Agent (RTA) of the Company, from dealing in Capital Market.

SEBI has also advised clients of Sharepro to shift their activity relating to RTA to another RTA registered with SEBI. co.in

Accordingly, the Company has appointed Bigshare Services yeP sLtd. as its RTA in place of Sharepro.

ACKNOWLEDGEMENTS

The Directors express their appreciation for the continued support and co-operation received by the Company from its Customers, dunkers, Shareholders, Suppliers, Business Partners, Defence _autograph and Developmental Organizations, Aviation Authorities inhere 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

Place: Plune Salil Taneja

August 0 206 Chairman

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Mar 31, 2014

Dear Members,

To the Members of Taneja Aerospace and Aviation Limited

The Directors present herewith the Twenty-fifth Annual Report and the Audited Accounts for the year ended March 31, 2014.

FINANCIAL HIGHLIGHTS

(Rs.in Lakhs) Particulars 2013-14 2012-13

Gross Income 5472.05 5422.45

Expenditure 4705.98 4575.54

Finance Charges 543.27 455.95

Depreciation 352.43 361.40

Profit/(Loss) before Tax (129.63) 29.56

Provision for Taxation - - (including Deferred Tax)

Prior Period Items 2.46 (0.57)

Profit/(Loss) after Tax and (132.10) 28.99 Prior Period Items

DIVIDEND

With a view to conserve resources, your Directors do not recommend dividend for the year ended on March 31, 2014.

OPERATIONS

The overall business was negatively impacted by depressed economic conditions, denting the top line and bottom line of the Company.

AUDITORS

Haresh Upendra & Co., Chartered Accountants retire as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting (''AGM'') and being eligible have offered themselves for re-appointment.

Pursuant to the provisions of Section 139 of the Act and the Rules framed thereunder, it is proposed to appoint Haresh Upendra & Co., Chartered Accountants as Statutory Auditor of the Company for a period of one year from the conclusion of the forthcoming AGM until the conclusion of 26th AGM of the Company.

COST AUDIT

The Central Government had approved the appointment of J. H. & Associates, Cost Accountants, as Cost Auditor of the Company for the Financial Year 2013-14.

As per Companies (Cost Accounting Records) Rules, 2011,

the Cost Compliance Report for the Financial Year 2012-13 was due on September 28, 2013 and was filed with the Ministry of Corporate Affairs on September 26, 2013.

SUBSIDIARY COMPANIES

During the year under review, TAAL Aerosystems Private Limited, ceased to be a subsidiary of the Company.

As on date of this report, the Company has three subsidiaries.

The Central Government has granted general exemption to the holding companies from attaching the annual accounts of their subsidiary companies. The annual accounts of these subsidiary companies and other relevant information shall be made available for inspection at the Company''s Registered Office.

In accordance with the Accounting Standard (AS 21), the audited consolidated financial statement of the Company forming part of this report is attached hereto.

FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance and Management Discussion & Analysis together with a Certificate from the Auditors of the Company on compliance, forming part of the Directors'' Report is attached hereto.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act,1956 is given in Annexure I to this report.

PARTICULARS OF EMPLOYEES

There is no employee whose particulars are required to be given under Section 217(2A) of the Companies Act 1956 read with notification dated March 31, 2011 by Ministry of Corporate Affairs (MCA).

DIRECTORS'' RESPONSIBILITY STATEMENT

As required by Section 217 (2AA) of the Companies Act, 1956, the Directors confirm:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

Directors'' Report (Contd.)

ii. that the Directors have selected accounting policies and applied them consistently and made judgements 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, 2014 and of the loss 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS

The Directors express their appreciation for the continued support and co-operation received by the Company from its 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

Salil Taneja Pune, May 28, 2014 Chairman

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Mar 31, 2013

To the Members of Taneja Aerospace and Aviation Limited

The Directors present herewith the Twenty-fourth Annual Report and the Audited Accounts for the year ended March 31, 2013.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs) Particulars 2012-13 2011-12

Gross Income 5,422.45 5,225.51

Expenditure 4,575.54 4,004.10

Finance Charges 455.95 494.35

Depreciation 361.40 342.54

Profit/(Loss) before Tax 29.56 384.52

Provision for Taxation (including Deferred Tax)

Prior Period Items (0.57) 1.87

Profit/(Loss) after Tax and 28.99 386.39

Prior Period Items

DIVIDEND

With a view to conserve resources, your Directors do not recommend dividend for the year ended on March 31, 2013.

OPERATIONS

During the year, while general economic slowdown impacted operations in the aviation segment of the Company, the revenues from the engineering design services segment accelerated, thereby ensuring that the overall revenue growth of the Company for the year remained positive.

DIRECTORS

Mr. A. K. Jain, Director of the Company, expired on April 12, 2013. The Board of Directors express grief on his sad demise and places on record its sincere appreciation for valuable services rendered by him during his long association with the Company.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. R. Surie and Mr. B. R. Taneja retire by rotation and being eligible, offers themselves, for re-appointment.

Mr. C. S. Kameswaran is being re-appointed as a Whole Time Director designated as Managing Director for a period of one year from December 01, 2012 to November 30, 2013.

The approval of Members for the re-appointment of the aforementioned Directors is being sought in the forthcoming Annual General Meeting.

AUDITORS

Haresh Upendra & Co., Chartered Accountants retire as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

SUBSIDIARY COMPANIES

During the year under review, TAAL Tech India Private Limited was incorporated as a Wholly Owned Subsidiary of the Company. As on date of this report, the Company has three direct subsidiaries i.e. First Airways Inc., TAAL Aerosystems Private Limited and TAAL Tech India Private Limited.

The Central Government has granted general exemption to the holding Companies from attaching the Annual Accounts of their subsidiary companies. The Annual Accounts of these subsidiary companies and other relevant information shall be made available for inspection at the Company''s Registered Office.

In accordance with the Accounting Standard (AS 21), the audited consolidated financial statement of the Company forming part of this report is attached hereto.

TRANSFER OF ENGINEERING DESIGN SERVICES SEGMENT OF THE COMPANY TO ITS WHOLLY OWNED SUBSIDIARY – TAAL TECH INDIA PRIVATE LIMITED

In order to facilitate independent growth and diversification of its Business, the Engineering Design Services Segment of the Company was transferred to a Wholly Owned Subsidiary Company, TAAL Tech India Private Limited w.e.f. August 1, 2013.

Pursuant to the provisions of Section 293(1)(a) and Section 192A of the Companies Act, 1956 read with the Companies (passing of the resolution by postal ballot) Rules, 2011, the aforesaid transfer was approved by the shareholders vide an Ordinary Resolution passed through the Postal Ballot process, results of which were declared on August 5, 2013.

FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance and Management Discussion & Analysis together with a Certificate from the Auditors of the Company on compliance, forming part of the Directors'' Report is attached hereto.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act,1956 is given in Annexure I to this report.

PARTICULARS OF EMPLOYEES

There is no employee whose particulars are required to be given under Section 217(2A) of the Companies Act 1956 read with notification dated March 31, 2011 by Ministry of Corporate Affairs (MCA).

DIRECTORS'' RESPONSIBILITY STATEMENT

As required by Section 217 (2AA) of the Companies Act, 1956 the Directors confirm:

i. that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. that the Directors have selected Accounting Policies and applied them consistently and made judgements 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, 2013 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS

The Directors express their appreciation for the continued support and co-operation received by the Company from its 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

Pune Salil Taneja

August 05, 2013 Chairman

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Mar 31, 2012

To the Members of Taneja Aerospace and Aviation Limited

The Directors present herewith the Twenty-Third Annual Report and the Audited Accounts for the year ended March 31, 2012.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

Particulars 2011-12 2010-11

Gross Income 5,227.73 4,232.62

Expenditure 4,006.32 3,040.94

Finance Charges 494.35 427.67

Depreciation 342.54 328.39

Profit/(Loss) before Tax 384.52 435.62

Provision for Taxation (including Deferred Tax) - 1.25

Prior Period Items 1.87 (7.94)

Profit/(Loss) after Tax and Prior Period Items 386.39 426.43

DIVIDEND

Your Directors do not recommend a dividend for the year ended on March 31, 2012, with a view to conserve resources.

OPERATIONS

The Company has continued to register significant growth in revenue during the year. Revenues in all divisions increased during the year.

DIRECTORS

Mr. S. K. Newlay, Director of the Company, expired on March 5, 2012. The Board of Directors express grief on the sad demise of Mr. S. K. Newlay and place on record their appreciation for valuable services rendered by him to the Company.

Mr. Khushroo Rustumji was appointed as an Additional Director of the Company on May 15, 2012. He holds office upto the date of the ensuing Annual General Meeting (AGM) of the Company and is eligible for appointment. Members' approval has been sought in the Notice convening AGM for his appointment as a Director of the Company liable to retire by rotation.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Salil Taneja retires by rotation and being eligible, offers himself, for re-appointment.

AUDITORS

M/s Haresh Upendra & Co., Chartered Accountants retire as Statutory Auditors of the Company at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

SUBSIDIARY COMPANIES

The Central Government has granted general exemption to the holding companies from attaching the Annual Accounts of their subsidiary companies. The Annual Accounts of subsidiary companies and other relevant information shall be made available for inspection at the Company's Registered Office.

In accordance with the Accounting Standard (AS 21), the audited consolidated financial statement of the Company forming part of this report is attached hereto.

FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance and Management Discussion & Analysis together with a certificate from the Auditors of the Company on compliance, forming part of the Directors' Report is attached to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act, 1956 is given in Annexure I to this report.

PARTICULARS OF EMPLOYEES

There is no employee whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with notification dated March 31, 2011 by Ministry of Corporate Affairs (MCA).

DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

i. that in the preparation of the 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 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, 2012 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

The Directors express their appreciation for the continued support and encouragement received from our Customers, Bankers, Shareholders, Suppliers, Business Partners, Defence Research and Developmental Organizations, Aviation Authorities, Indian Services and Central and State Governments. The Directors 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

Pune Salil Taneja

July 24, 2012 Chairman

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Mar 31, 2011

To the Members of Taneja Aerospace and Aviation Limited

The Directors present herewith the Twenty-second Annual Report and the Audited Accounts for the year ended March 31, 2011.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs) 2010-11 2009-10 (12 Months) (9 Months)

Gross Income 4232.62 2584.63

Expenditure 3040.94 2124.92

Finance Charges 427.67 245.26 Depreciation 328.39 222.64

Profit-(Loss) before Tax 435.62 (8.19)

Provision for Taxation (including Deferred Tax) 1.25 169.79

Prior Period Items 7.94 78.84

Profit/(Loss) after Tax and Prior Period Items 426.43 (256.82)

DIVIDEND

In line with Company's earlier practice, internal generation have been ploughed back into the business to meet the growing needs of Aviation. Your Directors do not recommend a dividend for the year under review ended on March 31, 2011.

OPERATIONS

The Company has registered a significant growth in revenue during the year. This was made possible by an improvement in business environment and consequential performance from all the business activities. The Company's manufacturing growth was steady as envisaged. Also, there was a significant improvement in Charter Operations and Design Engineering Services.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr J P Sureka and Mr S K Newlay retire by rotation and being eligible, offer themselves, for re-appointment.

AUDITORS

M/s. Haresh Upendra & Co., Chartered Accountants retire as Statutory Auditors of the Company at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

SUBSIDIARY COMPANY

As on the date of this report, the Company has one subsidiary company i.e. First Airways Inc (USA). The Central Government has granted general exemption to the Companies from attaching the Annual Accounts of the subsidiary company. The Annual Accounts of the subsidiary company and other relevant information shall be made available for inspection at the Company's Registered Office.

In accordance with the Accounting Standard (AS 21), the audited consolidated financial statement of the Company forming part of this report is attached hereto.

FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate Section on Corporate Governance and Management Discussion and Analysis together with a certificate from the Auditors of the Company on compliance, forming part of the Directors' Report is attached to this report.

DISCLOSURE PARTICULARS

The Particulars in respect of Research and Development, Energy Conservation, Technology Absorption and Foreign Exchange Earning, Outgo etc. as required under Section 217 (1) (e) of the Companies Act, 1956 is given in Annexure I to this report.

PARTICULARS OF EMPLOYEES

There is no employee whose particulars are required to be given under Section 217(2A) (a) of the Companies Act 1956 read with notification dated March 31, 2011 by Ministry of Corporate Affairs (MCA)

DIRECTOR'S RESPONSIBILITY STATEMENT

As required by Section 217 (2AA) of the Companies Act, 1956 the Directors' Responsibility Statement is given hereunder:

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed.

ii. That the Directors have selected 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, and 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual Accounts on a going concern basis

ACKNOWLEDGMENT

The Directors express their appreciation for the continued support and encouragement received from our Customers, Bankers, Shareholders, Suppliers, Business Partners, Defense Research and Developmental Organizations, Aviation Authorities, Indian Services and Central and State Governments. The Directors 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

Salil Taneja Chairman Pune, June 29, 2011

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Mar 31, 2010

The Directors present herewith the Twenty-first Annual Report and the Audited Accounts for the nine months period ended on March 31, 2010.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

2009-10 2008-09 (9 Months) (15 Months)

Gross Income 2584.63 3545.20

Expenditure 2124.92 2332.32

Finance Charges 245.25 365.88

Depreciation 222.64 294.17

Profit before Tax (8.19) 552.83

Provision for Taxation

(including Deferred and

Fringe Benefit Tax) 169.79 8.97

Prior Period Items 78.84 40.40

Profit/(Loss) after Tax and

Prior Period Items (256.82) 503.46

DIVIDEND

Your Directors do not recommend dividend for the period under review ended on March 31, 2010.

SCHEME OF ARRANGEMENT

In terms of the Scheme of Arrangement approved by the Hon’ble High Court, Madras, TAAL Technologies Private Limited a wholly owned subsidiary of the Company merged with the Company effective from April 01, 2008.

OPERATIONS

The sales revenue for the period under review has shown consistent growth in the areas of manufacturing and infrastructure. As you are aware, the Company has re- structured its business areas and now has three distinct business, being Aircraft Manufacturing Complex, Aircraft Sales & Services and Airfield Services & MRO. While the aero-structure business registered steady growth, due to the depressed business conditions in the aviation industry in general and in particular in aircraft sales, the

overall business was negatively impacted, denting the top line and the bottom line of the Company. Your Directors are confident that the fruits of restructuring would be clearly seen in the years to come.

Aero Structure designing business of TAAL Technologies, a division of the Company pursuant to the merger has shown improvements and the effects on the financials of the Company would be seen from next year onwards.

FINANCE

With the objective of augmenting the manufacturing capabilities and working capital requirements, the Company raised additional resources through regular banking channels.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr B R Taneja and Mr A K Jain retire by rotation and being eligible, offer themselves, for re-appointment.

AUDITORS

Haresh Upendra & Co. Chartered Accountants, retire as Statutory Auditors of the Company at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The qualifications made by the Auditors have been explained in the relevant Accounting Policies and Notes to Accounts in Schedule 15, which are self explanatory and therefore do not call for any further comments.

SUBSIDIARY COMPANY

The Annual Accounts of First Airways Inc. (USA) the wholly owned subsidiary has not been attached hereto. The Company is awaiting approval from the Central Government, for seeking exemption from attaching the Annual Accounts of the aforesaid subsidiary company. The Annual Accounts of the said subsidiary will be made available to the members for inspection at the Registered Office of the Company.

Statement pursuant to Section 212 (3) of the Companies Act, 1956, relating to subsidiary company forms part of this report. There has been no significant changes in the accounts of subsidiary since the date of its Balance Sheet until the date of the Accounts of your Company.

FIXED DEPOSITS

The Company has not accepted any deposits from the public.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate Section on Corporate Governance and Management Discussion and Analysis together with a certificate from the Auditors of the Company on compliance, forming part of the Directors’ Report is attached to this report.

DISCLOSURE PARTICULARS

The Particulars in respect of Research and Development, Energy Conservation, Technology Absorption and Foreign Exchange Earning, Outgo etc. as required under Section 217 (1) (e) of the Companies Act, 1956 is given in Annexure I to this report.

The particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 is given in Annexure II to this report.

DIRECTORS RESPONSIBILITY STATEMENT.

As required by Section 217(2AA) of the Companies Act, 1956 the Directors Responsibility Statement is given hereunder:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have selected 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 for the nine months period ended on March31, 2010 and of the Profit and Loss of the Company as on that date;

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,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) that the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGMENT.

The Board takes this opportunity to thank its Customers, Bankers, Shareholders, Suppliers, Business Partners, Defense Research and Developmental Organizations, Aviation Authorities, Indian Service Force, Central and State Government for their continued support and encouragement to the Company. The Directors also wish to place on record their gratitude and sincere appreciation to all the employees of the Company for their hard work and commitment.

For and on behalf of the Board of Directors

Pune Salil Taneja August 30, 2010 Chairman

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Jun 30, 2009

The Directors present herewith the Twentieth Annual Report and the Audited Accounts for the fifteen months period ended on June 30,2009.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

2008-09 2007-08 (15 Months) (9 Months)

Gross Income 3545.20 1676.80 Operating Expenditure 2332.32 1377.97 Finance Charges 365.88 147.41 Depreciation 294.17 144.05 Prior Period Items 40.40 38.01 Provision for Taxation (including Deferred and Fringe Benefit Tax) 8.97 6.04 Profit/(Loss) after Tax 556.48 (36.68) Transfer from Revaluation Reserves 2000.00

DIVIDEND

Your Directors do not recommend any dividend for the period under review ended on June 30,2009.

OPERATIONS

All the three Divisions performed satisfactorily during the period contributing to healthy overall increase in revenues. The Company wishes to focus on growing these businesses in view of their huge potential and has decided to discontinue the production of P-68 aircraft.

SCHEME OF ARRANGEMENT

TAAL Technologies Private Limited, wholly owned subsidiary, has filed a Scheme of Arrangement before the Honble High Court of Judicature at Madras for merger with your Company.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. R Surie and Mr. Salil Taneja retire by rotation and being eligible, offer themselves, for re-appointment.

Mr. C S Kameswaran is being appointed as Whole Time Director designated as the Managing Director for a period of one year from December 01,2008 to November 30, 2009 and again for three years from December 01, 2009 to November 30,2012.

The approval of the Members for appointment and re- appointment of the aforementioned Directors is being sought in the forthcoming Annual General Meeting.

DELISITING FROM PUNE STOCK EXCHANGE LTD.

The Equity Shares of the Company have been delisted from Pune Stock Exchange Ltd. w.e.f. December 01, 2008. However, the Equity Shares of the Company continue to be listed on Bombay Stock Exchange Ltd.

AUDITORS

Haresh Upendra & Co., Chartered Accountants retire as Statutory Auditors of the Company at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. In respect of the Qualifications by the Auditors, it has been explained in relevant Accounting Policies and Notes on Accounts in Schedule 15, which are self explanatory and therefore do not call for any further comments.

SUBSIDIARY COMPANIES

As required under Section 212 of the Companies Act, 1956, the Audited Accounts, Directors Report and Auditors Report of the subsidiaries are enclosed to this Report except TAAL Technologies Private Limited which has become a subsidiary subsequent to the Balance Sheet date.

Statement pursuant to Section 212 (3) of the Companies Act, 1956, relating to subsidiary companies forms part of this report. There has been no significant changes in the accounts of subsidiaries since the date of their Balance Sheet until the date of the Accounts of your Company.

FIXED DEPOSITS

The Company has not accepted any deposits from the public.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance and Management Discussion and Analysis together with a Certificate from the Auditors of the Company on compliance, forming part of the Directors Report is attached to this report.

DISCLOSURE PARTICULARS

The Particulars in respect of Research and Development, Energy Conservation, Technology Absorption and Foreign Exchange Earnings, Outgo, etc. as required under Section 217 (1) (e) of the Companies Act, 1956 is given in Annexure I to this report.

The particulars of employee as required under Section 217 (2A) of the Companies Act, 1956 forming part of this Report are given in Annexure II to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 217 (2AA) of the Companies Act, 1956 the Directors Responsibility Statement is given hereunder:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have selected 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 for the fifteen months period ended on June 30, 2009 and of the Profit and Loss of the Company as on that date;

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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) that the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGMENT

The Board expresses its sincere gratitude for the continued support and guidance received by the Company from the Government of India, Government of Maharashtra and Tamil Nadu, the Reserve Bank of India, Stock Exchanges and other regulatory agencies. The Board would like to acknowledge the continued support of its bankers, vendors, clients and investors. The Directors also wish to place on record their gratitude and appreciation of the employees hard work, dedication, team work and professionalism which made the substantial growth possible year after year.

For and on behalf of the Board of Directors Pune Salil Taneja December 05, 2009 Chairman