tejassvi aaharam ltd share price Directors report


Dear Shareholders,

Your Directors have pleasure in presenting the Twenty Nineth Annual Report together with the Audited Financial statements of your Company for the year ended 31st March, 2023.

1. FINANCIAL HIGHLIGHTS

The standalone financial statements of the Company for the financial year ended 31st March,2023 have been prepared in accordance with the Indian Accounting standards (Ind As) as noticed by the Ministry of Corporate Affairs and as amended from time to time.

The Summarized financial performance of your Company is given in the table below;

(In Lakhs)

Particulars

For the Year ended on 31st March, 2023 For the Year ended on 31st March, 2022
Revenue from operations - -
Other income - -
Total revenue - -
Expenses (74.32) (62.96)
Profit/(loss) before exceptional items and tax (74.32) (62.96)
Exceptional items - -
Profit/(loss) before tax (74.32) (62.96)
Tax expense - -
Profit/(loss) for the period (74.32) (62.96)
Other comprehensive income net of income tax - -
Total comprehensive income for the period - -
Earnings per share (1.06) (0.90)

2. BUSINESS OUTLOOK

During the year, company has not resumed its business activities and your Directors are optimistic about company s business and hopeful of better performance in the coming year.

3. DIVIDEND

Considering the present financial status of the Company, your directors do not recommend any dividend for FY 2022-23.

4. DETAILS OF SUBSIDIARIES, JOINT VENTURE (JV) OR ASSOCIATE COMPANIES (AC)

The Company does not have Subsidiary, Associate and Joint Venture Company.

5. AMOUNTS PROPOSED TO BE CARRIED TO ANY RESERVES.

During the year, the Company has not transferred any amount to the reserves during the Financial Year ended on 31st March, 2023.

6. CHANGE IN CAPITAL STRUCTURE OF THE COMPANY

During the year under consideration, there is no change in Capital Structure of the Company. Further, during the year under report company has not made buyback of shares or has not issued Bonus Shares, Sweat Equity Shares, Equity with differential voting rights and Employee stock option.

7. RECLASSIFICATION OF PROMOTERS

During the year the Company had received an approval vide BSE letter. LIST/COMP/YG/590/2022-23 dated 13th March, 2023 for reclassification of Promoter Shareholders to Public category. Accordingly, the members listed below have been ceased to be promoter of the company

S.no

Name of the persons

1. K S Venugopal
2. Vinodh venugopal
3. Shyam venugopal
4. Manoj venugopal
5. V Dhanalakshmi
6. V Gowripriya
7. Surekha shyam Venugopal
8. Gopuram enterprises limited

8. CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year 2022-23 there was no change in the nature of business of the Company.

9. MATERIAL CHANGES AND COMMITMENTS, 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 STATEMENTS RELATE AND THE DATE OF THE REPORT

There were no material changes and/or commitments between the end of the year under review and the date of this report, which could have had an impact on the Company s operation in the future or its status as a going concern. There are no significant or material orders passed by the Regulators /Courts/ Tribunals, during the year under review.

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on the date of this Report, the Company has five (5) Directors consisting of Two Independent Directors, One Managing Director and Two Non-Executive Directors.

Pursuant to the provisions of Section 149 & 184 of the Companies Act, 2013 and under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Independent Directors of the Company have submitted a declaration that each of them meets the criteria of independence as prescribed in Section 149(6) of the Companies Act, 2013 and SEBI Regulations and there has been no change in the circumstances which may affect their status as an Independent Director during the year

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

I. Disqualification of Directors: None of the directors are disqualified II. Details of Changes of the Directors mentioned below:

A. APPOINTMENTS:

Mr. Duraisamy Jeevanandham (DIN: 10176916) was appointed as Additional, Non- Executive and Non-Independent Director of the company with effect from 27th May, 2023 at the Meeting of Board of directors held on 27th May, 2023, subject to the approval of Shareholders of the company in this ensuing Annual General Meeting.

Mr. Satheesh Kumar Semmalai (DIN: 10177140) was appointed as Additional, Non- Executive and Non-Independent Director of the company with effect from 27th May, 2023 at the Meeting of Board of directors held on 27th May, 2023, subject to the approval of Shareholders of the company in this ensuing Annual General Meeting.

B. RESIGNATION:

Mr. Kolandavel Dhamodharan (DIN: 09076205) Director, Non- Executive and Non-Independent Director resigned from the Board of the Company with effect from 28th May, 2023. The Board places its sincere gratitude for the services and support rendered by the said Directors during their tenure in the Board.

Mr. Velu Sasikumar (DIN: 08092592) Director, Non- Executive and Non-Independent Director resigned from the Board of the Company with effect from 28th May, 2023. The Board places its sincere gratitude for the services and support rendered by the said Directors during their tenure in the Board.

III. WOMAN DIRECTOR

In terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has complied with the requirement of having at least one Woman Director on the Board of the Company. Mrs. Thangavelu Dhana Lakshmi (DIN: 09291452) is an Independent and Women Director of the Company.

IV. DETAILS OF THE CHANGES IN KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Companies Act, 2013, details of the Key Managerial Personnel of the Company.

S.no

Name

Designation

Appointment / Resignation Effective Date

1.

Mr. Vakaday Subramanian Ravikumar

Company Secretary & Compliance Officer

Resignation 28th May 2023

2.

Mr. Parameswaran Ramesh

Chief Financial Officer

Appointment 17th May 2022

11. BOARD & COMMITTEES

A) BOARD MEETINGS

The Company has a professional Board with an optimum combination of executive, non-executive and independent directors (including one woman director) who bring to the table the right mix of knowledge, skill and expertise. The Board achieving its business objectives and protecting the interest of the stakeholders.

During the year, Seven (7) meetings of Board of Directors of the Company were convened and held in accordance with the provisions of the Companies Act, 2013. The date(s) of the Board Meeting, attendance by the directors are given in the Corporate Governance Report forming part of this Annual Report.

The maximum time-gap between any two consecutive meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the Directors are disqualified under Section 164(2) of the Act. Certificate on non-disqualification, as required under Regulation 34 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 is forming part of the Corporate Governance Report forming part of this Annual Report.

B) COMMITTEES OF THE BOARD

As per regulatory requirements and with a view to have focused deliberation, the Board has constituted following committees.

Audit Committee

Audit Committee of the Company meets the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year, Seven (07) meetings of the Committee were held, the details along with the composition of the Audit Committee as required under the provisions of Section 177(8) of the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this Annual Report.

During the year under review, the Board has accepted all the recommendations of the Audit Committee.

Nomination and Remuneration Committee

Nomination and Remuneration Committee meets the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year, One (1) meetings of the Committee were held, the details of the composition of the Nomination and Remuneration Committee as required under the provisions of Section 178 of the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this Annual Report. During the year under review, the Board has accepted all the recommendations of the Nomination and Remuneration Committee.

Stakeholders Relationship Committee

This Committee considers and resolves the grievances of security holders of the Company inter-alia including grievances related to transfer of shares, non-receipt of Annual Report, non-receipt of dividend etc. The Committee also reviews measures taken for effective exercise of voting rights by shareholders, adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent and ensuring timely receipt of annual reports by the shareholders of the company. The details of the composition of the stakeholders relationship committee are given in the Corporate Governance Report which forms part of this Annual Report

12. EVALUATION OF BOARD, COMMITTEES OF DIRECTORS

Pursuant to provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had carried out an annual evaluation of the Board as a whole, various Committees, Directors individually and the Chairman. Performance of the Board and Board committees were evaluated on various parameters such as structure, composition, quality, diversity, experiences, competencies, performance of specific duties and obligations, conduct of meetings, quality of decision making and overall board effectiveness.

The performance of the individual directors was evaluated on parameters, such as meeting attendance, participation and contribution, responsibility towards stakeholders and independent judgment. The Managing Director was evaluated on certain additional parameters, such as performance of the Company, leadership, relationships, communication and growth, of the Company.

13. PUBLIC DEPOSITS

During the year under review, your Company has not invited or accepted any deposits from the public under Section 76 of the Companies Act, 2013 and Rules made there under.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

15. REPORT ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company firmly provides a safe, supportive and friendly workplace environment a workplace where our values come to life through the underlying behaviours. Positive workplace environment and a great employee experience are integral parts of our culture. During the year under review, there were no cases filed pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013.

16. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The mandatory provisions of CSR under Section 135 of the Companies Act, 2013 are not applicable to the Company.

17. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

18. POLICIES

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has set up Vigil Mechanism viz. Whistle Blower Policy to enable the employees and Directors to report genuine concerns, unethical behavior and irregularities, if any, in the Company noticed by them which could adversely affect company s operations to the Chairman of the Audit

Committee.

No concerns or irregularities have been reported during the period. The Company hereby affirms that no Director/employee has been denied an access to the Chairman of the Audit Committee and that no complaints were received during the year.

RISK MANAGEMENT POLICY

The Company has already in place an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to ensure that a robust system of risk controls and mitigation is in place. Through risk management approach, the Company ensures that risk to the continued existence as a going concern and to its development are identified and addressed on a timely basis.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Board has, on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of Directors, Key Managerial Personnel and senior management. The details of criteria laid down and the Remuneration Policy are given in the Corporate Governance Report.

19. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the Annual Financial Statements for the year ended 31st March , 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the loss of the Company for the year ended on that date; c. that proper and sufficient care has been taken 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; d. that the Annual Financial Statements have been prepared on a going concern basis; e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

20. RELATED PARTY TRANSACTIONS

There were no related party transactions entered during the financial year. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

21. CORPORATE GOVERNANCE

Your Company is committed to good Corporate Governance and best corporate practices. The report on Corporate Governance for the year ended 31st March, 2023 pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as ANNEXURE I. The Certificate regarding compliance of conditions of Corporate Governance is attached to the report of Corporate Governance forming part of this Annual Report.

22. MANAGEMENT DISCUSSION & ANALYSIS

A Management Discussion & Analysis as required under the SEBI, LODR is annexed and forming part of the Directors Report in "ANNEXURE II"

23. AUDITORS

A) STATUTORY AUDITORS

During the year under review M/s. S R B R & ASSOCIATES LLP, Chartered Accountants (ICAI Firm Reg. no. 004997S/ S200051), has tendered their resignation as Statutory Auditors of your Company. They shall cease to hold office from the conclusion of 28th Annual General Meeting held on 29th September,2022. The Board places on record its sincere appreciation for the services rendered by M/s. S R B R & ASSOCIATES LLP during their tenure as Statutory Auditors of the Company.

The Board of Directors of the Company, at their meeting held on 01st September,2022 had recommended the appointment of M/s Sundaram & Srinivasan, Chartered Accountants (ICAI Firm Reg. no 004207S ) as the Statutory Auditors of the Company to hold office from the conclusion of the 28th Annual General Meeting held on 29th September,2022 till the conclusion of 33rd Annual General Meeting of the Company, subject to compliance of the various provisions of Companies Act, 2013. On the recommendation of the Board of Directors, M/s Sundaram & Srinivasan, Chartered Accountants (ICAI Firm Reg. no 004207S ) appointed as the Statutory Auditors of the Company in the Annual General Meeting held on 29th September,2022 and to hold office from the conclusion of the 28th Annual General Meeting till the conclusion of 33rd Annual General Meeting of the Company.

Auditor s Report:

No qualification, adverse remarks or disclaimer made by the Statutory Auditors with regard to the financial statements for the financial year 2022-2023. The auditor states following remark in CARO Report for the Financial Year 2022-23

Particulars Management Reply

The Company is regular in depositing undisputed statutory dues income-tax, to it during the year with appropriate authorities except the dues pertaining to Income Tax which are not deposited exceeding six months

Company submitted a reply for this dispute, awaiting for order from respective authorities

 

Name Statue

Nature of Dues

Tax Disputed

Period

The Income Tax Act,1961 Income tax 24.40 Lakhs AY 2011-12

The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.There have been no instances of fraud reported by above mentioned Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government during FY 2022-2023.

B) SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. LB & CO, Practicing Company Secretaries (FIRM REG NO.5363) to undertake the Secretarial Audit of the Company for the year ended 31st March, 2023. The Secretarial Audit Report is given in ANNEXURE V to this Report. The Report does not contain any qualification, reservation or adverse remark.

C) INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and all other applicable provisions (including any amendment thereto) if any of the Companies Act, 2013, M/s Vaidyanathan Meenakshi & Co, Chartered Accountants, (Firm Registration No. 05456S) were appointed as the Internal Auditors of the Company for the Financial Year 2022-23.

24. CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION / FOREIGN EXCHANGE

A. CONSERVATION OF ENERGY:

Steps taken for conservation

NA

Steps taken for utilizing alternate sources of energy
Capital investment on energy conservation equipment

B. TECHNOLOGY ABSORPTION:

Efforts made for technology absorption

NA

Benefits derived
Expenditure on Research & Development, if any
Details of technology imported, if any
Year of import
Whether imported technology fully absorbed
Areas where absorption of imported technology has not taken place, if any

C. FOREIGN EXCHANGE EARNINGS AND OUTGO: Total Foreign exchange earned : NIL Total Foreign exchange outgo NIL

25. PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES U/S 197(12)

OF THE COMPANIES ACT, 2013

During the year under review, no employees, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits as laid down u/s Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The disclosure with respect to the remuneration of directors and employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as ANNEXURE-III to this report.

The statement containing such particulars of employees as required in terms of the provisions of Section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the Annual Report. Pursuant to the provisions of the Section 136(1) of the Companies Act, 2013, the reports and accounts, as set out therein, are being sent to all members of the Company, excluding the aforesaid information and the same is open for inspection at the registered office of the Company during working hours up to the date of Annual General Meeting and if any member is interested in obtaining such information, may write to the Company Secretary at the registered office of the Company in this regard .

26. DEMATERIALIZATION OF SHARES

As on 31st March, 2023, 67,02,260 equity shares representing 95.75 % of the total equity share capital of the Company were held in dematerialized form with NSDL & CDSL. The shareholders can avail the facility provided by NSDL and CDSL. Shareholders are requested to convert their physical holdings into dematerialized form to derive the benefits of holding the shares in electronic form.

27. COST AUDITOR

Provision of Cost Audit is not applicable to the Company.

28. REPORTING OF FRAUDS

There was no instance fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/ or Board under Section 143 (12) of the Act and Rules framed thereunder.

29. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year, the Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS.

There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company s operations.

31. PREVENTION OF INSIDER TRADING

Your Company has adopted a code of conduct for prevention of "Insider Trading" as mandated by the SEBI.

32. CODE OF CONDUCT

Your Company has laid down a Code of Conduct Policy which can be accessed on the Company s website (www.talchennai.in)

33. MD / CFO Certification

The Managing Director/ CFO has certified to the Board on financial and other matters in accordance with the Listing Regulations pertaining to CEO/CFO certification for the financial year ended 31st March, 2023 as ANNEXURE IV

34. EXTRACT OF ANNUAL RETURN

As per Section 134(3)(a) of the Companies Act, 2013, the Annual Return referred to in Section 92(3) has been placed on the website of the Company (www.talchennai.in)

35. LISTING

The shares of your Company continued to be listed at Bombay Stock Exchange Limited. Listing fee has already been paid for the financial year 2022-23.

36. CAUTIONARY STATEMENT

Statements in the Board s Report and the Management Discussion & Analysis describing the

Company s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

37. 29TH ANNUAL GENERAL MEETING THROUGH VIDEO CONFERENCE

As per Ministry of Corporate Affairs Circular No. 10/2022 dated December 28, 2022 [ MCA Circular"], regarding Pandemic and relaxations (e.g VC, no physical report) thereon, your Company made arrangement to conduct 29th AGM through Video Conference / Other Audio Visual Means for which necessary information has been given separately in Notice of 29th AGM.

Also your Company will be complying with said Circulars by sending Annual Report along with Annexures by way of e-mail to the shareholders as such no physical copies shall be distributed. Those Shareholders whose email IDs are not registered, have to register their email ID with Registrar & Share Transfer Agent (RTA) of the Company.

38. ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to the employees of the Company for their unstinted commitment and continued contribution to the Company.

For TEJASSVI AAHARAM LIMITED

Sd/-

Sd/-

SHYAMKUMAR

CHINNATHAMBI VINOTHKUMAR

MANAGING DIRECTOR

DIRECTOR

DIN: 09098976

DIN: 09098986
Date: 10th August,2023
Place: Chennai