Tamilnadu Jai Bharath Mills Ltd.
Ladies and Gentlemen
The Directors hereby present their Twenty Eighth Annual Report on the business andoperations of the Company and Financial Results for the year ended 31st March 2017.
|FINANCIAL RESULTS : ||2016 2017 ||2015 2016 |
| ||Rs. ||Rs. |
|Profit (+)/Loss(-) from operations || || |
|Before Depreciation ||10288275 ||1846084 |
|Less/ Add : Depreciation ||24212144 ||24521285 |
|Profit (+) /Loss (-) after Depreciation ||34500419 ||26367369 |
|Less : Deferred Tax Asset ||4253290 ||12254502 |
|NET PROFIT(+)/LOSS(-) || || |
|Trs.to Balance Sheet ||30247129 ||14112867 |
|Add: Write down of carrying cost of assets whose remaining useful lives is NIL as per ||0 ||4398161 |
|Schedule II of the Companies Act 2013 || || |
|Add Balance of Loss as per || || |
|Last Balance Sheet ||356989908 ||338478880 |
|Balance Loss carried over to next year ||387237037 ||356989908 |
TURNOVER & PROFITABILITY:
The Company has achieved an overall Turnover of Rs.101.08 Crores during the yearagainst the turnover of Rs. 99.57 Crores for the previous year resulting in an Increaseof Rs.1.51 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 31.3.2017 your Directors have notproposed any amount to be transferred to the General Reserves of the Company.
The paid-up share capital of the company is 39784736 equity shares of Rs.10/- each.There is no change in the Authorised Issued Subscribed and Paid-up share capital of thecompany during the period under review.
Your Company has not invited or accepted any fixed deposits from the public.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
No loans guarantees and investments u/s. 186 of the Companies Act 2013 has been madeor given.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report is annexed.
In view of the financial position your Directors regret their inability to declare anydividend for the year.
Particulars of Employees pursuant to Rules(5)(2) of the Companies (Appointment andRemuneration Rules ) 2014.
Employees who were paid remuneration in aggregate of Rs.6000000/- per annum.- NIL
Employees who were paid Rs.500000/- or more per month in any part of this year. - NIL
We have so far provided Rs.40.55 lacs towards the gratuity fund. As the Companycontinues to be a potentially sick company we could not provide due gratuity and it willbe provided / paid as and when the need arises.
DIRECTORS RESPONSIBILITY STATEMENTS:
Pursuant to the requirements under Section 134(5) of the Companies Act 2013 yourDirectors declare:
i. that in the preparation of the annual accounts for the financial year ended 31stMarch 2017 the applicable accounting standards had been followed along with properexplanations relating to material departures;
ii. that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the company as at the end of thefinancial 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 ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
iv. that the Directors had prepared the accounts for the financial year ended 31stMarch 2017 on a going concern basis.
v. that the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls were adequate and were operatingeffectively. vi. that the Directors have devised proper system to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WHERE APPOINTED OR HAVE RESIGNED DURING THEYEAR:
In the ensuing Annual General Meeting Shri. D.Senthilkumar Director is retiring byrotation and being eligible offers himself for re-appointment.
Since M/s. Krishnan & Raman Chartered Accountants the Auditors of the Companyhave resigned the Board has appointed M/s. Srithar & Associates CharteredAccountants as Statutory Auditors for five years in terms of Sec.139 141 of theCompanies Act 2013 to hold office from the conclusion of this AGM till the conclusion ofthe 33rd AGM of the Company to be held in the year 2022 however subject to ratificationof their appointment at every AGM.
The Company has received a letter from the Statutory Auditors of the CompanyM/s.Srithar & Associates (ICAI Firm Registration No.015896S) Chartered Accountants tothe effect that their appointment if made will be as per the requirements laid downunder Section 139 and 141 of the Companies Act 2013 read with Rule 4 of the Companies(Audit and Auditors) Rules2014. The Statutory Auditors have expressed their intention tohold office till the conclusion of the 33rd Annual General Meeting to be held in the year2022 pursuant to the provisions of the said sections subject to approval of the Membersand ratification of the appointment at every Annual General Meeting. Accordingly aresolution is being submitted to the Members for their approval as given in the AGMnotice.
ADDENDUM TO AUDITORS REPORT:
With respect to Gratuity provision so far the Company had made a provision forRs.40.55 lakhs towards the Gratuity Fund. As the Company continues to be a potentially nonprofit making entity it could not make the required provision as per the Gratuity Act.However as and when liability arises it will be settled in full.
With respect to Deposit from Shareholder the Company has received Rs.109.90 lakhs asTrade Advance from M/s.Kedia Exports & Industries who is also a shareholder of thecompany. The said advance will be adjusted against the business transactions in duecourse.
With respect to Going Concern the company is a subsidiary of M/s.RamalingaMills Limited which is doing well. Also your Directors are taking necessary steps toimprove the results of the Company. Consistent steps are being taken to make the unitprofitable despite the moral and financial support extended by Group companies.Considering the above and also foreseeing better prospects for the textile industry theconcept of Going Concern has been followed in preparing the accounts.
Since Mr. V.N.Kittappa Company Secretary resigned w.e.f.17.7.2016 Mr. M.V.Mahadevan( M.No.49019) has been appointed as the Company Secretary.
Shri.T.Balakumar Shri. P. Manojkumar Kedia and Shri. K.Subbarajulu are IndependentDirectors and are not liable for retirement by rotation and eligible to continue for 5years from 1.4.2014 i.e. upto 30th AGM 2019 as per the Companies Act 2013.
The Independent Directors have submitted declarations that they met the criteria ofIndependence laid down under Section 149 of the Companies Act2013 and Regulation 16(b) ofthe 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 underreview the Meeting of the Independent Directors was held on 10.02.2017 without theattendance of Non-Independent Directors and members of the management inter alia todiscuss on the following :
a. To review the performance of the Non-Independent Directors and the Board as a whole;
b. To review the performance of the Chairperson of your Company taking into accountviews of Executive / Non Executive Directors; and
c. To assess the quality quantity and timeliness of flow of information between yourCompanys management and the Board that was necessary for the Board to effectivelyand reasonably perform their duties.
Mr. S. Muthu Raju Practising Company Secretary Madurai (C.P.No. 4181) has beenappointed as Secretarial Auditors of the Company for the financial year ended 31.3.2017vide Board resolution dated 10.2.2017
The Secretarial audit report received from the Secretarial Auditors is annexed to thisreport marked as Annexure and forms part of this report. Necessary action has already beeninitiated to list the pending shares.
NUMBER OF BOARD MEETINGS HELD DURING THE YEAR 2016-2017
The Company has duly complied with the provisions of the Companies Act 2013 in holdingBoard meetings and the details of the meetings are furnished in the Corporate GovernanceReport.
CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR) :
As per Rule 8 of the Companies (Corporate Social Responsibility Policy Rules) 2014 theBoard has on the recommendation of the CSR Committee approved the CSR Policy which isavailable on the Companys website tnjb.net.in .
RISK MANAGEMENT POLICY :
The Company has in place a mechanism to indentify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the business and functions aresystematically 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 byadopting highest standards of professionalism honesty integrity and ethics . TheCompany accordingly adopts this code of Conduct concerning the principles and standardsgoverning the actions of the Company and its employees. Any actual or potential violationof this code would be dealt with promptly.
Every employee shall choose to make a protected disclosure under the whistleblowerpolicy of the company directly to the Chairperson of the Audit Committee or any member ofthe Audit Committee nominated by the Chairman in this behalf. The aggrieved employee shalladdress the above authority directly with covering letter which may bear his / heridentity . The Company would provide necessary protection to such whistleblower and anyattempt to intimidate the whistleblower will be considered as a violation of the code.
This mechanism is established as per Sec.177 (9) of the Companies Act 2013 read withRule 7 of the Company ( meeting of Board and its powers) Rules 2014. As per SEBI (LODR)Regulations 2015 the Listing Agreement also makes it mandatory to establish awhistleblower mechanism for employees including directors. Hence any aggrieved Director /Employee may make a complaint either to the Chairman of the Audit Committee or theAuthority nominated by him. Thus this policy covers the entire employees of theorganization.
While it will be ensured that genuine whistleblowers are given complete protection fromany kind of unfair treatment any abuse of this protection will entail disciplinaryaction. Whistleblowers who make frivolous baseless malicious complaint will bedisqualified from further protected disclosures under this policy and Audit Committee /Company reserves it right to take appropriate disciplinary action. If a protecteddisclosure is received by any executive of the company other than the above mentionedauthorities the same should be forwarded to the Chairman of the Audit Committee or theauthority notified by him without disclosing the identity of the whistleblower fornecessary action.
All protected disclosures will be thoroughly investigated by the Chairman AuditCommittee. He may at his discretion involve any investigators for the purpose.
The investigation shall be completed normally within 45 days of the receipt of theprotected disclosure.
INFORMATION AS PER SECTION 134(3) OF THE COMPANIES ACT 2013 :
Particulars required under Companies (Disclosure of particulars in the Report of Boardof 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 CorporateGovernance together with the Auditors Certificate regarding the compliance of conditionsof Corporate Governance form part of the Annual Report Vide Annexure II..
RELATED PARTY TRANSACTIONS
The details of Related Party Transactions during the period ending 31.3.2017 beingarms length transactions have been reported in the Financial Statements and formspart of this report.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has adequate internal Financial controls.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EANINGS AND OUTGO:
The information pertaining to conservation of energy technology absorption ForeignExchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in AnnexureI and is attached to this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
There is no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and companys operations in future.
The Board appreciates the support and co-operation extended by the Members CustomersSuppliers Bankers and Statutory Authorities and also its Employees for their continuedgood performance and patronage.
|Place: Aruppukottai ||By order of the Board |
|Date: 25/05/2017 ||T.R.DHINAKARAN |
| ||Chairman and Managing Director |