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Tamilnadu Jai Bharath Mills Ltd.

BSE: 521038 Sector: Industrials
NSE: N.A. ISIN Code: INE868H01017
BSE 00:00 | 29 Oct Tamilnadu Jai Bharath Mills Ltd
NSE 05:30 | 01 Jan Tamilnadu Jai Bharath Mills Ltd
OPEN 4.67
PREVIOUS CLOSE 4.67
VOLUME 5
52-Week high 4.67
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 19
Buy Price 4.45
Buy Qty 1.00
Sell Price 4.23
Sell Qty 10.00
OPEN 4.67
CLOSE 4.67
VOLUME 5
52-Week high 4.67
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 19
Buy Price 4.45
Buy Qty 1.00
Sell Price 4.23
Sell Qty 10.00

Tamilnadu Jai Bharath Mills Ltd. (TNJAIBHARATH) - Director Report

Company director report

To

The Members Tamilnadu Jai Bharath Mills Ltd.

Ladies and Gentlemen

The Directors hereby present their Thirty First Annual Report on the business andoperations of the Company and Financial Results for the year ended 31st March2020.

FINANCIAL RESULTS :

2019 - 2020 2018 - 2019
Rs. Rs.
Profit (+)/Loss(-) from operations
Before Depreciation (-) 58603417 (-) 196497164
Less/ Add : Depreciation (-) 3878465 (-) 19483599
Profit (+) /Loss (-) after Depreciation (-) 62481882 (-) 215980763
Add Reversal of MAT credit (-) 0 6500000
Comprehensive Income (-) 43397 0
(-) 62525279 (-) 222480763
Add Balance of Loss as per
Last Balance Sheet (-) 651433366 (-) 428952603
Balance Loss carried over to next year (-) 713958645 (-) 651433366

TURNOVER & PROFITABILITY:

The Company has achieved an overall Turnover of Rs.17.25 Crores during the year againstthe turnover of Rs. 77.43 Crores for the previous year resulting in a decrease of Rs.60.18 Crores.

In March 2020 the World Health Organisation ( WHO) declared COVID 19 to be a pandemicand the company's operation were fully impacted from 23rd March 2020 till theend of May 2020 as all its stores manufacturing units and offices were closed. TheCompany has considered the possible effects that may result from the pandemic relating toCOVID 19 on the financial results of the company. In developing the assumptions relatingto the possible future uncertainties in the global economic conditions because of thispandemic the company as at the date of approval of these financial results has usedinternal and external sources of information.

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. but the company isdoing conversion work to Aruppukottai Shri Ramalinga Spinners Pvt.Ltd. Aruppukottai at arate of Rs.1.80 per count per Kg for all counts.

TRANSFER TO RESERVES:

Due to losses of the Company for the period ended 31.3.2020 your Directors have notproposed any amount to be transferred to the General Reserves of the Company.

SHARE CAPITAL:

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.

DEPOSITS:

Your Company has not invited or accepted any fixed deposits from the public or from theshareholders 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 madeor 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 anydividend for the year.

PERSONNEL :

Particulars of Employees pursuant to Rules(5)(2) of the Companies (Appointment andRemuneration Rules ) 2014. Employees who were paid remuneration in aggregate ofRs.6000000/- per annum.- NIL Employees who were paid Rs.500000/- or more per month inany part of this year. - NIL

We have so far provided Rs.40.55 lacs towards the gratuity fund. As the Companycontinues to be a sick company we could not provide due gratuity and it will be 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 2020 the applicable accounting standards have 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

iv. accounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

iv. that the Directors had prepared the accounts for the financial year ended 31stMarch 2020 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 are adequate and were operatingeffectively.

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

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

Smt. Rajendran Jamuna Additional Director has been appointed in the Board Meeting on28.11.2019

Ms. D.Kothai Director resigned from 28.11.2019 and Shri. M.V. Mahadevan CompanySecretary cum Compliance Officer resigned from 1.12.2019.

AUDITORS Statutory Auditors

M/ s. Srithar & Associates Chennai the present Auditor of the Company hold officetill the conclusion of Thirty third Annual General Meeting. M/ s. Srithar &Associates Chennai are recommended for re-appointment on such remuneration as may befixed by the Board of Directors.

The notes forming part of Accounts referred to in the Auditors' Report areself-explanatory and complete.

ADDENDUM TO AUDITORS REPORT:

With respect to Gratuity provisions so far the Company had made a provision forRs.40.55 lakhs towards the Gratuity Fund. As the Company continues to be financially SICK it could not make the required provision as per the Gratuity Act. However as and whenliability arises it will be settled in full.

With respect to "Going Concern" the company is a subsidiary of M/ s. ShriRamalinga Mills Limited which is doing well. Also your Directors are taking necessarysteps to improve the results of the Company consistent steps are being taken to make theunit profitable 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.

Independent Directors:

Shri.P.Manojkumar Kedia and Shri. V.R. Rajendran appointed as an Independent Directorsare not liable for retirement by rotation and eligible to continue for 5 years as per theCompanies Act 2013.

The Independent Directors have submitted declarations that they meet the criteria ofIndependence laid down under Section 149 of the Companies Act2013 and Regulation 16(b) ofthe SEBI (LODR) Regulations 2015.

Performance Evaluation of Independent Directors by the Board.

The Board recorded its appreciation of the performance of Independent Directors Shri.P.Manojkumar Kedia and Shri. V.R.Rajendran. Then the Board recommended the continuance ofShri.P.Manojkumar Kedia and Shri. V.R. Rajendran as Independent Directors.

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 06.03.2020 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. Review the performance of the Chairperson of your Company taking into account viewsof Executive / Non -Executive Directors; and

c. Assess the quality quantity and timeliness of flow of information between yourCompany's management and the Board that was necessary for the Board to effectively andreasonably perform their duties.

SECRETARIAL AUDITORS

Shri. S.Muthuraju (C.P.No.4181) Company Secretary in Practice Madurai has beenappointed as Secretarial Auditors of the Company for the financial year ended 31.3.2020vide Board resolution dated 27.03.2020.

The Secretarial audit report received from the Secretarial Auditors is annexed to thisreport 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 withrelevant rules and regulations 2014 for the year ended 31.03.2020 vide Board resolutiondated 27.03.2020.

NUMBER OF BOARD MEETING HELD DURING THE YEAR 2019-2020.

The Company has duly complied with the provisions of the Companies Act 2013 in holdingBoard Meetings and the details of the meeting 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 Company's website tnjb.net.in .

RISK MANAGEMENT POLICY :

The Company has in place a mechanism to identify 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. Clause 49 of theListing Agreement also makes it mandatory to establish a whistleblower mechanism foremployees including directors. Hence any aggrieved Director / Employee may make acomplaint 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 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 31.3.2020 beingarm's length transactions have been reported in the Financial Statements and forms part ofthis 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 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 inAnnexure-I and is attached to this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMKPANY'S OPERATIONS IN FUTURE

There is no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operation in future.

ACKNOWLEDGEMENT :

The Board appreciates the support and co-operation extended by the Members CustomersSuppliers Bankers Statutory Authorities and also its Employees for their continued goodperformance and patronage.

By order of the Board
Place : Aruppukottai T.R.Dhinakaran
Date : 29th June2020 Chairman and Managing Director

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