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