Thambbi Modern Spinning Mills Ltd Directors Report

Your directors have pleasure in presenting the 46^th Annual Report of the Company together with the Audited financial statements for the year ended 31^st March, 2024.

FINANCIAL RESULTS

PARTICULARS	2023-24	2022-23
	(Rs. In Lakhs)	(Rs. In Lakhs)
Revenue from Operations	309.87	290.94
Operating Profit before Interest, Depreciation & Other	122.90	36
Income
Less: Depreciation	58.04	53.85
Less: Interest	152.13	173.71
Profit before exceptional and extra ordinary items andtax of Continuing business	(85.54)	(191.55)
Exceptional Items	(28.03)	(9.38)
Profit after exceptional and extra ordinary items and tax of continuing business	(57.51)	(200.94)
Less: Provision for Tax (Current Tax and Deferred Tax)	1.83	23.48
Profit after Tax	(59.35)	(224.42)

PERFORMANCE

During the year our Company s revenue is Rs. 309.87 Lakhs compared to the previous year of Rs. 290.94 Lakhs. The Company expects to generate more revenues in the coming year.

SHARE CAPTIAL

The paid-up capital of the Company as on 31^st March 2024 was Rs.11,52,55,400/-. During the year under review, the company has not issued shares with differential voting rights nor granted stock options or issued sweat equity shares. Pursuant to SEBI (Delisting of Equity Shares) Regulations, 2018, the Company opted for Voluntary delisting of equity shares from the BSE Limited, the only stock exchange where the shares of the Company were listed and the shares of the Company are delisted with effect from 27^th February, 2024.

DIVIDEND

Taking into account the financial performance of the company, your directors do not recommend any dividend for the financial year ended 31^st March 2024.

Consequently, no amount is proposed to be transferred to the General Reserves of the company.

DETAILS OF DEPOSITS

The Company has not accepted Deposits covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014

PARTICULARS OF LOANS/GUARANTEES/INVESTMENTS

During the year there were no loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013.

RISK MANAGEMENT POLICY

The Company has a Risk Management policy which systematically evaluates the business risks, operational control and policy compliance associated with its business through its risk document, on an ongoing basis.

SUBSIDIARY / ASSOCIATE / HOLDING COMPANY

The Company does not have any subsidiary/ Associate Company.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The company has an adequate internal control system, commensurate with the size, scale and complexity of its operations with proper checks and balances. The Internal control framework including delegation of authority and standard operating procedures are established and laid out across the businesses and functions. These are reviewed and improved on a regular basis.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board comprises of a Managing Director and three (3) Non- Executive Directors out of which two Directors are Independent Directors.

Ms. Malathi Jagadeesan (DIN: 00153952) retires by rotation pursuant to Section152 (6) of the Companies Act, 2013 and the Articles of Association of the Company at the forth coming Annual General Meeting and being eligible, offers herself for re-appointment.

The necessary resolution for the re-appointment of Ms. Malathi Jagadeesan as a Director of the Company included in the notice sent along with the annual report. Mr. Ashok Pukhraj Shah and Mr. Muthu Pugazhendi, Independent Directors of the Company retired with effect from 27^th August, 2023 pursuant to expiry of their term. Mr. Iyamperumal Kandasami (DIN: 10271149) and Mr. Ravindran Chandran (DIN: 03439804) were appointed as Additional Directors of the Company at the Board Meetings held on 11^th August 2023 and 18^th August respectively and their appointments as Independent Directors of the Company was approved by the members through Postal Ballot dated 28^th September, 2023.

Ms. M Uma Maheshwari, Company Secretary and Compliance Officer of the Company resigned with effect from 15^th February, 2024 and subsequent to the financial year Ms. Parvathi Nagaraj was appointed as Company Secretary of the Company with effect from 12^th April, 2024.

MEETINGS OF THE BOARD

The Board met 8 (eight) times during the financial year ended 31^st March 2024. The intervening gap between the meetings was within the time prescribed under the Companies Act, 2013.

REMUNERATION POLICY

Pursuant to Section 178 of the Companies Act, 2013, the Board on the recommendation of the

Nomination and Remuneration Committee framed the remuneration policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, and independence of a director. The Remuneration Policy is available at website of the Company at https://www.thambbimodern.com/investors.php#corporate_policies

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 31^st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any. b. that the Directors had selected such accounting policies as mentioned in Note No. 1

& 2 of the Financial Statements 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 as at 31^st March, 2024 and of the loss of the company for the year ended on that date; c. 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.

d. that the Directors had prepared the annual accounts on a going concern basis and

e. that the Directors had devised proper systems to ensure compliance with the provisions of applicable laws and that such systems were adequate and operating effectively.

INDEPENDENT DIRECTORS

The Company has received necessary declarations from Mr. Iyamperumal Kandasami (DIN: 10271149) and Mr. Ravindran Chandran (DIN: 03439804), Independent Directors of the Company under Section 149(7) of the Companies Act, 2013, Rule 4 and Rule 6 of Companies (Appointment and Qualifications of Directors) Rules,2014 that they meet with the criteria of Independence as laid down in Section 149(6) and have registered themselves in the databank maintained by the Indian Institute of Corporate Affairs and have passed/ have been exempted from passing the Online Proficiency Self-Assessment Test conducted by the institute. In the opinion of the Board, the Independent Directors fulfill the conditions specified in the Act and the rules made there under for appointment as Independent Director and confirmed that they are independent of the management.

Pursuant to the provisions of Schedule IV of the Companies Act, 2013 (the Act) the Independent Directors of the company had a separate meeting during the financial year without the attendance of non-independent Directors and members of management.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Directors and other designated persons which may have a potential conflict with the interest of the Company at large. There are no contracts or arrangements entered into with related parties during the year to be disclosed under Sections 188(1) and 134(h) of the Act in form AOC-2 (Enclosed as

Annexure- 1)

All proposed transactions with related parties are placed before the audit committee for approval at the beginning of the financial year. The transactions entered into pursuant to the approvals granted are placed before the audit committee/Board for its review and consideration for modifications, if any, on a quarterly basis.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARDS REPORT AND THE END OF FINANCIAL YEAR

There have been no material changes or 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.

AUDIT COMMITTEE

Pursuant to Section 177 of the Companies Act, 2013, the Committee was formed by the Board of Directors and consists of the following members:

1. Mr. Ravindran Chandran	- Chairman
2. Mr. Iyamperumal Kandasami	- Member
3. Mrs. Malathi Jagadeesan	- Member

The Board has accepted the recommendations of the Audit Committee and there were no incidences of deviation from such recommendations during the financial year under review. The Committee was reconstituted with effect from 28^th August, 2023, pursuant to expiry of tenure of Mr. Ashok Pukhraj Shah and Mr. Muthu Pugazhendi, Independent Directors of the Company.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013, the Board has constituted Nomination and Remuneration Committee consisting of the followingmembers:

1. Mr. Iyamperumal Kandasami	- Chairman
2. Mr. Ravindran Chandran	- Member
3. Mrs.Malathi Jagadeesan	- Member

The Board has accepted the recommendations of the Nomination and Remuneration Committee and there were no incidences of deviation from such recommendations during the financial year under review. The Committee was reconstituted with effect from 28^th August, 2023, pursuant to expiry of tenure of Mr. Ashok Pukhraj Shah and Mr. Muthu Pugazhendi, Independent Directors of the Company.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013, the Committee was formed by the Board of Directors and consists of the following members:

1. Mrs. Malathi Jagadeesan	- Chairman
2. Mr. Ravindran Chandran	- Member
3. Mr. Iyamperumal Kandasami	- Member

The Board has accepted the recommendations of the Audit Committee and there were no incidences of deviation from such recommendations during the financial year under review. The Committee was reconstituted with effect from 28^th August, 2023, pursuant to expiry of tenure of Mr. Ashok Pukhraj Shah and Mr. Muthu Pugazhendi, Independent Directors of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not meet the criteria specified under Section 135(1) of the Companies Act, 2013, consequently, the provisions pertaining to Corporate Social Responsibility shall not be applicable to the Company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

The company has not received any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future. The Equity shares of the Company was voluntarily delisted from the Stock exchange (BSE Limited) with effect from 27^th February, 2024.

STATUORY AUDITORS

ABNJ & Co. Chartered Accountants were appointed as the Statutory Auditors of the Company at the 45^th Annual General Meeting held on 07^th July 2023 to hold office until the conclusion of 50^thAnnual General Meeting.

The Auditors have furnished their consent to continue to act as the Statutory Auditors, in terms of Section 139 of the Act and have also provided a certificate to the effect that their appointment shall be in accordance with the conditions laid down and that they satisfy the criteria provided under Section 141 of the Act.

INTERNAL AUDITORS

The company had appointed Mr. S. Muthu Raju, Practicing Company Secretary as Internal Auditors of the Company for the financial year 2023-24.

SECRETARIAL AUDITORS

The Company is not required to obtain Secretarial Audit Report as required under Section 204 of the Companies Act, 2013.

EXPLANATION AND COMMENTS

The reports of Statutory auditors are self-explanatory and having no adverse comments. The details in respect of frauds reported by auditors under Section 143(12) other than those which are reportable to the Central Government is not applicable.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act,2013. Internal Committee (IC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2023-24. No. of complaints received Nil No. of complaints disposed of Not Applicable

CHANGE IN THE NATURE OF BUSINESS

During the year, there is no change in nature of Business of the Company.

COST RECORD AND COST AUDIT

Maintenance of cost records and requirements of cost audit as prescribed under the provisions of section 148(1) of the Act is not applicable to the Company.

DETAILS OF APPLICATION MADE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 AND DETAILS OF ONE TIME SETTLEMENT

There are no applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year. The Company had not made any one-time settlement with banks or financial institutions during the year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

The Company has no commercial activities calling for conservation of energy and/or technology absorption and no foreign exchange earnings attracting disclosure in pursuance of Rule 8(3) of the Companies (Account) Rules, 2014. During the year the Company has no dealings with foreign exchange earnings and outgo.

ANNUAL RETURN

The details forming part of the annual return in the prescribed Form MGT 7 is available at the website of the Company https://www.thambbimodern.com/investors.php#annual_return

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERALMEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India in respect of Board Meetings (SS-1) and General Meeting (SS-2) held during the year.

ACKNOWLEDGEMENT

The Board of Directors acknowledges the continued co-operation and support received from Bankers, Institutions, Principals, Suppliers and Customers and also records its appreciation to all the employees of the Company for their contribution to the Companys operations during the year under review.

	On behalf of the Board
10th June 2024	Ramasamy Udayar Jagadeesan
Salem	Chairman
	(DIN:01153985)