Thambbi Modern Spinning Mills Ltd Directors Report.

TO THE MEMBERS,

The Directors submit the annual report of M/s Thambbi Modern Spinning Mills Limited along with the audited financial statement for the year ended 31st March, 2019.

FINANCIAL RESULTS

Particulars 2018- 2019 2017- 2018
In lacs In lacs
Revenue from Operation 248.29 219.98
Profit / (Loss) before depreciation and taxation (145.93) (105.36)
Depreciation 60.45 26.63
Profit / (Loss) Before Taxation (206.38) (131.99)
Net Profit / (Loss) (206.38) (131.99)

PERFORMANCE

During the year under review, your companys revenue is Rs.248.29 Lakhs compared to the revenue of Rs.219.98 Lakhs in the previous year.

PROSPECTUS

The company has leased out its buildings to generate income. The Companys Demerger process was dropped.

DIVIDEND

The Board of Directors has not recommended any dividend for the year.

COMPLIANCE UNDER COMPANIES ACT 2013

Pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, your Company complied with the compliance requirements and the detail of compliances under Companies Act, 2013 are enumerated below.

COST AUDIT

Our Company is exempted from the requirement to conduct Cost Audit

CORPORATE SOCIAL RESPONSIBILTY - Not Applicable

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNEDR SECTION 186 OF THE COMPANIES ACT 2013- NIL

AUDITOR

The Auditor M/S.R.Sundararaman & Co Chartered Accountants (Firm Regn.No.004219S) reti res at the ensuing annual general meeting and confirmed their eligibility and willingness to accept the office if reappointed. On the recommendation of the Audit Committee as per companys Act 2013 for reappointing them as statutory auditors of the company from the financial year 2019-20 to 2021-22.

AUDIT COMMITTEE

Details of Composition of Audit Committee are covered under corporate governance report annexed with this report and forms part of this report. Further, during this year all the recommendations of the Audit committee have been accepted by the Board.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Brief details about the policy are provided in the Corporate Governance Report which forms part of this report.

CORPORATE GOVERNANCE

As required by Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on Corporate Governance is given as a part of the boards report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

It is comprising of all information as prescribed under Regulation 34 (2) (e) and schedule V of the SEBI (Listing obligation and Disclosure Requirement) Regulations, 2015 is attached to the Boards Report. Disclosures have been made by the Senior Management relati ng to all material, financial and commercial transact! ons with personal interests, if any. Based on the declarations made, no transaction was in conflict with the interest of the Company.

SECRETARIAL AUDIT REPORT

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remunerate on of Managerial Personnel) Rules 2014, your Company engaged the services of Ms.N.Aiswarya, Practicing Company Secretary, Chennai to conduct the Secretarial Audit of the Company for the financial year ended 31st March, 2019. The Secretarial Audit Report (in Form MR-3) is attached as ANNEXURE- I to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the board, meetings of the board held during the year and the attendance of the directors thereat have been mentioned in the report on corporate governance in the boards report.

Ms.Malathi Jagadeesan, Non-Executive Director is the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

In accordance with articles of association of the company and the provisions of the companies Act, 2013, Ms.Malathi Jagadeesan, Non-Executive Director retire by rotation at this Annual General Meeting and being eligible offer herself for re-appointment. None of the Directors is disqualified for appointment/reappointment under Section 164 of the Companies Act, 2013.

The Independent Directors of the Company have declared that they meet the criteria of Independence in terms of Section 149(7) of the Companies Act, 2013 and that there is no change in their status of Independence.

REMUNERATION POLICY OF THE COMPANY

The Remunerate on policy of the Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, Independence of a Director and other related matters have been provided in the Corporate Governance Report which forms part of this report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 15 (2) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Independent Directors at their meeting without the participation of the Independent Directors, considered/evaluated the Boards performance, Performance of the Managing Director and other Independent Directors.

The criteria for performance evaluation have been detailed in the Corporate Governance Report which forms part of this report.

BOARD MEETINGS HELD DURING THE YEAR

During the year, 5 meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which forms part of this report.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return in Form MGT-9 as on 31st March, 2019 is attached as ANNEXURE - II, which forms part of this report.

FUND RAISING: Equity - Nil, Deposits - Nil DEBT

During the year, your Company has obtained LRD Loan to the tune of Rs.200 Lakhs from M/s LIC HFL has repaid Rs.9.53 lakhs and in IDBI Rs.933 lakhs outstanding as on 31.03.2019 and the Company has repaid Rs.21.10 Lakhs.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of 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, No employees are drawing remuneration in excess of the limits set out in the said Rules.

Having regard to the provisions of Section 136(1) read with its relevant provision of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available at the website and also at the Registered Office of the Company for inspection during working hours and any member interested in obtaining such informati on may write to the Compliance Officer and the same will be furnished without any fee and free of cost.

DIRECTORS RESPONSIBILITY STATEMENT

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

a) in the preparati on of the annual financial statements for the year ended March 31, 2019, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

b) for the financial year ended 31st March, 2019, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company and of the Profit and Loss of the Company for the year ended 31st March, 2019.

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) the annual financial statements have been prepared on going concern basis.

e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

Internal Control Systems and their Adequacy

Details of the same are provided in the Management Discussion and Analysis Report which forms part of this report.

Research and Development, Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo - NIL.

Acknowledgement

The Directors wish to express their appreciation for the continued co-operation of financial institutions. The Directors also wish to thank the employees for their contribution, support and continued co-operation throughout the year.

By order of the Board of Directors

R.Jagadeesan

Managing Director DIN:01153985

Malathi Jagadeesan

Director DIN: 00153952

Place : Salem

Date : 29th May, 2019

ADDENDUM TO BOARD OF DIRECTORS REPORT

Comments of Secretarial Auditor

1. The Company is yet to appoint Company Secretary as per Section 203 of Companies Act 2013 for the Financial Year 2018-19.

Reply by the Board of Directors to Secretarial Auditor Comments

1. The Company did not receive any suitable application for the post of Company Secretary for the pay scale prescribed by the policy of the Company.