tamilnadu jai bharath mills ltd share price Directors report


To

The Members, Tamilnadu Jai Bharath Mills Ltd.,

Ladies and Gentlemen,

The Directors hereby present their Thirty third Annual Report on the business and operations of the Company and Financial Results for the year ended 31st March, 2022

FINANCIAL RESULTS :
2021 - 2022 2020 - 2021
Profit (+)/Loss(-) from operations Rs. Rs.
Before Depreciation (-) 2,28,38,316 (-) 8,44,47,800
Less/ Add : Depreciation (-) 1,19,45,106 (-) 1,21,51,794
Profit (+) /Loss (-) after Depreciation (-) 3,47,83,422 (-) 9,65,99,594
Less : Deferred Tax Assets Comprehensive Income (-) 0 (-) 0
, (-) 3,47,83,422 (-) 9,65,99,594
Add Balance of Loss as per Last Balance Sheet (-) 81,05,58,239 (-) 71,39,59,645
Balance Loss carried over to next year (-) 84,53,41,661 (-) 81,05,58,239

TURNOVER & PROFITABILITY:

The Company has achieved an overall Turnover of Rs.6.06 Crores during the year against the turnover of Rs. 9.09 Crores for the previous year, resulting in a decrease of Rs. 3.03 Crores.

FUTURE OUT LOOK :

This has been discussed in the Annexure of the Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of the business during the year.

TRANSFER TO RESERVES:

Due to losses of the Company for the period ended 31.3.2022, your Directors have not proposed any amount to be transferred to the General Reserves of the Company.

SHARE CAPITAL:

The paid-up share capital of the Company is 3,97,84,736 equity shares of Rs.10/- each. There is no change in the Authorised , Issued, Subscribed and Paid-up share capital of the company during the period under review.

DEPOSITS:

Your Company has not invited or accepted any fixed deposits from the public or from the shareholders of the Company, during the period under review.

PARTICULARS OF LOANS, GUARANTEES OR INVEESTMENTS UNDER SECTION 186:

No loans, guarantees and investments u/s. 186 of the Companies Act, 2013 has been made or given.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report is annexed.

DIVIDEND:

In view of the financial position, your Directors regret their inability to declare any dividend for the year.

PERSONNEL :

Particulars of Employees pursuant to Rules(5)(2) of the Companies (Appointment and Remuneration Rules ) 2014.

Employees who were paid remuneration in aggregate of Rs.60,00,000/- per annum.- NIL Employees who were paid Rs.5,00,000/- or more per month in any part of this year. - NIL

DIRECTORS RESPONSIBILITY STATEMENTS:

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, your Directors declare:

i. that in the preparation of the annual accounts for the financial year ended 31st March, 2022, the applicable accounting standards have been followed along with proper explanations relating to material departures;

ii. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of the financial year and of the profit or loss of the company for the year under review.

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 accounts for the financial year ended 31st March, 2022 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.

vi. that the Directors have devised proper. system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

The Honble NCLT has passed an order with regard to M/s. Shri Ramalinga Mills Private Limited in the matter of the outstanding financial issues with the Company, and has ordered repayment of the outstanding balance with 9% interest forthwith by its order dated 10th June, 2022. Your company is disputing it and has gone on appeal against the order of the Honble NCLT.

The Managing Director of the Company Shri.T.R.Dhinakaran were party to a petition in CP No.563 of 2020 before the National Company Law Tribunal Chennai bench. By an order dated 10.06.2022, the Honble National Company Law Tribunal, Chennai bench had noted that he is to be disqualified under Section 164(1)(e) of the Company A t, 2013. The Honble NCLAT, Chennai vide order dated 01.09.2022 has passed an order of status quo in respect to his appeal.

DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR :

Mr. Seenivasan as Chief Financial Officer and Key Managerial Personnel of the Company with effect from 28th June, 2021 as per the provisions of Section 203 of the Companies Act, 2013.

AUDITORS Statutory Auditors

Since M/s. Srithar & Associates, Chennai the present Auditor of the Company have resigned, the Board has appointed M/s. Krishnan & Raman, Chartered Accountants, as Statutory Auditors for five years in terms of Sec.139,141 of the Company Act,2013 to hold office from the conclusion of this AGM till the conclusion of the 38th AGM of the Company to be held in the year 2027,however subject to ratification of their appointment of AGM.

The Company has received a letter from the Statutory Auditors of the Company, M/s. Krishnan & Raman (FRN.001515S) Chartered Accountants, to the effect that their appointment, if made, will be as per the requirements laid down under Section 139 and 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014. The Statutory Auditors have expressed their intention to hold office till the conclusion of the 38th Annual General Meeting to be held in the year 2027 pursuant to the provisions of the said sectors, subject to approval of the Members and ratification of the appointment at every Annual General Meeting. Accordingly, a resolution is being submitted to the Members for their approval as given in the AGM notice.

ADDENDUM TO AUDITORS REPORT:

With respect to "Going Concern" , the company is a subsidiary of M/s. Shri Ramalinga Mills Limited, which is doing well. Also, your Directors are taking necessary steps to improve the results of the Company , consistent steps are being taken to make the unit profitable, despite the moral and financial support extended by Group companies. Considering the above and also foreseeing better prospects for the textile industry, the concept of "Going Concern" has been followed in preparing the accounts.

Independent Directors:

Shri. V.R. Rajendran appointed as an Independent Directors are not liable for retirement by rotation and eligible to continue for 5 years as per the Companies Act, 2013.

The Independent Directors have submitted declarations that they meet the criteria of Independence laid down under Section 149 of the Companies Act,2013 and Regulation 16(b) of the SEBI (LODR) Regulations, 2015.

DECLARATION BY INDEPENDENT DIRECTORS AND EVALUATION BY THE BOARD.

As per the Regulation 25(3) of SEBI (LODR) Regulations, 2015 during the year under review, the Meeting of the Independent Directors was held on 5.3.2022, without the attendance of Non-Independent Directors and members of the management, inter alia, to discuss on the following :

a. To review the performance of the Non-Independent Directors and the Board as a whole;

b. Review the performance of the Chairperson of your Company, taking into account views of Executive / Non -Executive Directors; and

c. Assess the quality , quantity and timeliness of flow of information between your Companys management and the Board that was necessary for the Board to effectively and reasonably perform their duties.

SECRETARIAL AUDITORS

Shri. S.Muthuraju, (C.P.No.4181), Company Secretary in Practice , Madurai has been appointed as Secretarial Auditors of the Company for the financial year 2021 - 2022 vide Board resolution dated 28.06.2021

The Secretarial audit report received from the Secretarial Auditors is annexed to this report marked as Annexure and forms part of this report.

INTERNAL AUDITOR

Shri. S.Ramesh Chowdry, M.Com., appointed as a Internal Auditor as per Sec.138 with relevant rules and regulations 2014 for the year 2021 - 2022 vide Board resolution dated 28.06.2021

NUMBER OF BOARD MEETING HELD DURING THE YEAR 2020-2021.

The Company has duly complied with the provisions of the Companies Act, 2013 in holding Board Meetings and the details of the meeting are furnished in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR) :

As per Rule 8 of the Companies (Corporate Social Responsibility Policy Rules) 2014, the Board has , on the recommendation of the CSR Committee approved the CSR Policy which is available on the Companys website tnjb.net.in .

RISK MANAGEMENT POLICY :

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuous basis.

WHISTLE BLOWER POLICY - CODE OF CONDUCT :

The Company conducts its affairs in a completely fair and transparent manner by adopting highest standards of professionalism, honesty , integrity and ethics . The Company accordingly adopts this code of Conduct concerning the principles and standards governing the actions of the Company and its employees. Any actual or potential violation of this code would be dealt with promptly.

Every employee shall choose to make a protected disclosure under the whistle blower policy of the company directly to the Chairperson of the Audit Committee or any member of the Audit Committee nominated by the Chairman in this behalf. The aggrieved employee shall address the above authority directly with covering letter which may bear his / her identity . The Company would provide necessary protection to such whistle blower and any attempt to intimidate the whistle blower will be considered as a violation of the code.

This mechanism is established as per Sec.177 (9) of the Companies Act , 2013 read with Rule 7 of the Company ( meeting of Board and its powers) Rules 2014. Clause 49 of the Listing Agreement also makes it mandatory to establish a whistle blower mechanism for employees including directors. Hence any aggrieved Director / Employee may make a complaint either to the Chairman of the Audit Committee or the Authority nominated by him. Thus this policy covers the entire employees of the organization.

While it will be ensured that genuine whistle blowers are given complete protection from any kind of unfair treatment, any abuse of this protection will entail disciplinary action. Whistle blowers who make frivolous , baseless, malicious complaint will be disqualified from further protected disclosures under this policy and Audit Committee / Company reserves it right to take appropriate disciplinary action. If a protected disclosure is received by any executive of the company other than the above mentioned authorities, the same should be forwarded to the Chairman of the Audit Committee or the authority notified by him without disclosing the identity of the whistle blower for necessary action.

All protected disclosures will be thoroughly investigated by the Chairman Audit Committee. He may at his discretion involve any investigators for the purpose.

The investigation shall be completed normally within 45 days of the receipt of the protected disclosure.

INFORMATION AS PER SECTION 134(3) OF THE COMPANIES ACT, 2013 :

Particulars required under Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 2014 as amended are furnished in the Annexure-I.

CORPORATE GOVERNANCE :

As per the amended Listing Agreement with the Stock Exchanges, a Report on Corporate Governance together with the Auditors Certificate regarding the compliance of conditions of Corporate Governance form part of the Annual Report-Vide Annexure - II..

RELATED PARTY TRANSACTIONS :

The details of Related Party Transactions during the period ending 31.3.2022, being arms length transactions have been reported in the Financial Statements and forms part of this report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS :

The Company has adequate internal Financial controls.

CONSERVATIONS OF ENERGY , TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption , Foreign Exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts ) Rules, 2014 is furnished in Annexure-I and is attached to this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMKPANYS OPERATIONS IN FUTURE:

There is no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operation in future.

ACKNOWLEDGEMENT :

The Board appreciates the support and co-operation extended by the Members, Customers, Suppliers, Bankers, Statutory Authorities and also its Employees for their continued good performance and patronage.