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Tejassvi Aaharam Ltd.

BSE: 531628 Sector: Industrials
NSE: N.A. ISIN Code: INE173E01019
BSE 05:30 | 01 Jan Tejassvi Aaharam Ltd
NSE 05:30 | 01 Jan Tejassvi Aaharam Ltd

Tejassvi Aaharam Ltd. (TEJASSVIAAHARAM) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the Twenty Seventh Annual Report togetherwith the Audited Financial statements of your Company for the year ended March 31 2021.The Management Discussion and Analysis has also been incorporated into this report.

1. FINANCIAL HIGHLIGHTS

(Rs. in lakhs)

Particulars For the Year ended on March 31 2021 For the Year ended on March 31 2020
Revenue from operations 0.00 38.12
Other income 0.00 3.76
Total revenue 0.00 41.87
Expenses 18.03 224.31
Profit before exceptional items and tax (18.02) (182.44)
Exceptional items 1743.13 322.20
Profit before tax 1725.10 139.76
Tax expense 0.00 5.61
Profit for the period 1725.10 134.15
Other comprehensive income net of income tax 0.00 0.00
Total comprehensive income for the period 1725.10 134.15
Earnings per share 24.60 1.90

Your Directors report that the Net Profit of the Company for the year under report isRs. 1725.10 lakhs as against of Rs. 134.15 Lakhs of previous year.

2. BUSINESS OUTLOOK

Your Directors report that the unit has started its new line of Pasta food processingwith effect from 1st November 2016. The markets your Company is concerned with areundergoing a massive disruption due to the outbreak of COVID-19. The situation caused bythe COVID-19 pandemic continues to evolve and the effects on such markets remainuncertain. Your Directors are optimistic about company's business and hopeful of betterperformance in the coming year.

3. DIVIDEND

Considering the present financial status of the Company your directors do notrecommend any dividend for FY 2020-21.

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.

The Company has not transferred any amount to the reserves during the Financial Yearended on 31st March 2021.

6. CHANGE IN CAPITAL STRUCTURE OF THE COMPANY

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

7. CHANGE IN NATURE OF BUSINESS IF ANY

During the Financial Year 2020-21 there was no change in the nature of business of theCompany.

8. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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

9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on the date of this Report the Company has Seven (5) Directors consisting of TwoIndependent Directors One Managing Director and Two Non-Executive Directors. During theyear the Non-Executive Directors of the Company had no pecuniary relationship ortransactions with the Company other than the sitting fees commission and reimbursementof expenses incurred by them for the purpose of attending meetings of the Company

I. Disqualification of Directors: None of the directors are disqualified

II. Appointment/ Reappointments / Resignation from the Board of Directors :

A. APPOINTMENTS:

During the year Mr. Velu Sasikumar (DIN: 08092592) was appointed as Additional Non-Executive and Non-Independent Director of the company with effect from 10thMarch 2021 at the Meeting of Board of directors held on 10th March 2021. Thesaid appointment is deployed for approval of Shareholders in this ensuing Annual GeneralMeeting. During the year Mr. Govindarajulu Bakthavatsalu (DIN: 09073358) was appointed asAdditional Non- Executive and Non-Independent Director of the company with effect from 10thMarch 2021 at the Meeting of Board of directors held on 10th March 2021.

During the year Mr. Kolandavel Dhamodharan (DIN: 09076205) was appointed asAdditional Non- Executive and Non-Independent Director of the company with effect from 10thMarch 2021 at the Meeting of Board of directors held on 10th March 2021. Thesaid appointment is deployed for approval of Shareholders in this ensuing Annual GeneralMeeting. Mr. Soman Shyamkumar (DIN: 08952116) was appointed as a Managing Director of theCompany with effect from 22nd June 2021 at the Meeting of Board of directorsheld on 22nd June 2021 subject to the approval of Shareholders of the companyin this ensuing Annual General Meeting.

Mr. Chinnathambi Vinothkumar (DIN: 09098986) was appointed as Additional Non-Executive and Independent Director of the company with effect from 22nd June2021at the Meeting of Board of directors held on 22nd June 2021 subject tothe approval of Shareholders of the company in this ensuing Annual General Meeting. Mr.Thangavelu Dhana Lakshmi (DIN: 09291452) was appointed as Additional Non- Executive andIndependent Director of the company with effect from 24th August 2021at theMeeting of Board of directors held on 24th August 2021 subject to theapproval of Shareholders of the company in this ensuing Annual General Meeting.

B. RESIGNATION:

Mr. Kolur Sreenivasan Venugopal (DIN: 00707454) Managing Director Mr. VijaykumarRamachandran (DIN:2532145) Independent director & Mrs. Surekha Shyam Venugopal (DIN:007116042) Director resigned from the Board of the Company with effect from 10thMarch 2021. The Board places its sincere gratitude for the services and support renderedby the said Directors during their tenure in the Board. Mr. Kuppusami Alagiriswami (DIN:02524423) Independent Director was ceased to be a Director with effect from 02ndMarch 2021. Mr. Govindarajulu Bakthavatsalu (DIN: 09073358) Additional Non- Executive andNon-Independent Director resigned from the Board of the Company with effect from 22ndJune 2021. The Board places its sincere gratitude for the services and support renderedby the said Directors during their tenure in the Board.

C. DECLARATION BY INDEPENDENT DIRECTOR

All Independent Directors have submitted declarations that they meet the criteria ofIndependence as laid down under Section 149(6) of the Act and the SEBI Regulations.

D. WOMAN DIRECTOR

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

E.CHANGE IN KEY MANAGERIAL PERSONNEL

During the year under review Mrs. Jayashree was appointed as Company Secretary &Compliance officer of the company with effective from 16th November 2020.

10. PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

12.REPORT ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Adequate measures have been taken to redress complaints receivedregarding sexual harassment. During the year under review there were no complaintsreceived pursuant to the Sexual Harassment of Women at the Workplace (Prevention

Prohibition & Redressal) Act 2013.

13.OPEN OFFER

On November 06 2020 Mr. John Amirtharaj Henry and Mr. G. Bakthavatsalu collectivelyentered into a Share Purchase Agreement (SPA) with Sellers to acquire 2528650 (TwentyFive Lakhs Twenty Eight Thousand Six Hundred and Fifty) Equity Shares ("SPAShares") representing 36.12% of fully paid-up equity share capital and voting capitalof the Company. Consequently Mr. John Amirtharaj Henry and Mr. G. Bakthavatsalucollectively issued Open Offer for acquiring 2380000 equity shares (34.00%) at a priceof Rs. 0.55/- per share to the shareholders of the Company. On Feburary 05 2021 Mr. JohnAmirtharaj Henry acquired 1391410 equity shares and Mr. G. Bakthavatsalu acquired988590 equity shares collectively 2380000 equity shares (34.00%).

14.CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The mandatory provisions of CSR under Section 135 of the Companies Act 2013 are notapplicable to the Company.

15.INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and corrective actionsthereon are presented to the Audit Committee of the Board.

16. COMMITTEES

The Company has been re-constituted the Audit Committee Nomination & RemunerationCommittee and Stakeholder Relationship Committee due to the changes in the Management. Thedetails of the meetings are furnished in the Corporate Governance Report. Further thedetails of constitution of these committees are furnished below:

Constitution of Committee as on date of this report:

1) AUDIT COMMITTEE:

S.NO. NAME OF THE DIRECTOR DESIGNATION
1. CHINNATHAMBI VINOTHKUMAR CHAIRMAN
2. THANGAVELU DHANA LAKSHMI MEMBER
3. VELU SASIKUMAR MEMBER

NOMINATION AND REMUNERATION COMMITTEE:

S.NO. NAME OF THE DIRECTOR DESIGNATION
1. CHINNATHAMBI VINOTHKUMAR CHAIRMAN
2. THANGAVELU DHANA LAKSHMI MEMBER
3. VELU SASIKUMAR MEMBER

3) STAKEHOLDER RELATIONSHIP COMMITTEE:

S.NO. NAME OF THE DIRECTOR DESIGNATION
1. THANGAVELU DHANA LAKSHMI CHAIRMAN
2. CHINNATHAMBI VINOTHKUMAR MEMBER
3. VELU SASIKUMAR MEMBER
4. SOMAN SHYAMKUMAR MEMBER

17. EVALUATION OF BOARD COMMITTEES OF DIRECTORS

Your Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which include criteria for performanceevaluation of the non-executive directors. Pursuant to provisions of the Companies Act andthe SEBI Regulations the Board has carried out an annual evaluation of its ownperformance the Directors individually as well as the performance of Board committees andof the Independent Directors (without participation of the relevant Director).

Further Independent Directors at their meeting without the participation of theNon-Independent Directors and

Management considered/ evaluated the Board's performance (as a whole) Performance ofthe Chairman and other Non-Independent Directors. A statement indicating the manner inwhich formal annual evaluation has been made by the Board of its own performance and thatof its committees and individual directors are specified in Nomination and RemunerationPolicy.

18. POLICIES

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has set up Vigil Mechanism viz. Whistle Blower Policy to enable theemployees and Directors to report genuine concerns unethical behavior and irregularitiesif any in the Company noticed by them which could adversely affect company's operationsto the Chairman of the Audit Committee. No concerns or irregularities have been reportedduring the period. The Company hereby affirms that no Director/employee has been denied anaccess to the Chairman of the Audit Committee and that no complaints were received duringthe year.

RISK MANAGEMENT POLICY

The Company has already in place an integrated risk management approach through whichit reviews and assesses significant risks on a regular basis to ensure that a robustsystem of risk controls and mitigation is in place. Through risk management approach theCompany ensures that risk to the continued existence as a going concern and to itsdevelopment are identified and addressed on a timely basis. The Company has beenaddressing various risks impacting the Company which is provided elsewhere in this AnnualReport in Management Discussion and Analysis Report.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Board has on the recommendation of the Nomination & Remuneration Committeeformulated criteria for determining Qualifications Positive Attributes and Independenceof Directors Key Managerial Personnel and senior management. The details of criteria laiddown 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 andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a. that in the preparation of the Annual Financial Statements for the year ended March31 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. that such accounting policies as mentioned in Note 1 of the Notes to the FinancialStatements have been selected and applied consistently and judgment and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2021 and of the profit of the Company for theyear ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequateaccounting 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;

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 financialcontrols were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

20.RELATED PARTY TRANSACTIONS

There were no related party transactions entered during the financial year. There areno materially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.

21.CORPORATE GOVERNANCE

The report on Corporate Governance for the year ended 31.03.2021 pursuant to Regulation34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isannexed hereto and forms an integral part of this Report. The certificate from theAuditors regarding the compliance of conditions of Corporate Governance is attached to thereport on Corporate Governance as an Annexure 1.

22.MANAGEMENT DISCUSSION & ANALYSIS

A Management Discussion & Analysis as required under the SEBI LODR is annexed andforming part of the Directors' Report in "Annexure 2"

23.EXTRACT OF ANNUAL RETURN

As required by Section 134(3)(a) of the Companies Act 2013 read with Companies(Account) Rules 2014 the Annual Return in Form MGT-9 for the financial year ended March31 2021 is available on the Company's website www.talchennai.in

24.AUDITORS

A) STATUTORY AUDITORS

M/s. D. Sampathkumar & Co. Chartered Accountants Chennai (Firm Registration No.0003556S) Statutory Auditors of the Company has completed their tenure as StatutoryAuditors of your Company. They shall cease to hold office from the conclusion of ensuingAnnual General Meeting. The Board places on record its sincere appreciation for theservices rendered by M/s. D. Sampathkumar & Co. during their tenure as StatutoryAuditors of the Company. The Board of Directors of the Company at their meeting held on 14thAugust 2021 based on the recommendation of the Audit Committee recommended appointmentof M/s. S R B R & ASSOCIATES LLP Chartered Accountants (ICAI Firm Reg. no. 004997S/S200051) as the Statutory Auditors of the Company to hold office from the conclusion ofensuing 27th Annual General Meeting till the conclusion of 32ndAnnual General Meeting of the Company subject to compliance of the various provisions ofCompanies Act 2013. S R B R & ASSOCIATES LLP Chartered Accountants has expressed itswillingness to be appointed as the Statutory Auditors of the Company and also confirmedits eligibility in compliance with the provisions of Section 139 141 and other applicableprovisions of the Companies Act 2013

Statutory Auditor's comments on your Company's accounts for year ended March 31 2021are self-explanatory in nature and do not require any explanation as per provisions ofSection 134(3)(f) of the Companies Act 2013. There were no qualifications reservation oradverse remark or disclaimer made by Statutory Auditor in its report

B) SECRETARIAL AUDIT

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 hasappointed Mrs. S.Lalitha a Practicing Company Secretary (C.P. No. 2666) to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit Report is annexedherewith as "Annexure 3".

The Secretarial Auditors' have qualified their report for the following observationswhich are provided below with the Management response.

Observations Management Reply
Mrs Jayashree (ACS No. 27985) has been appointed as a Company Secretary w.e.f 16th November 2020. The period of casual vacancy is beyond the prescribed time as per Section 203 of the Act. The Company has not been able to appoint a compliance officer due to Covid -19. However the company has appointed the Company Secretary and Compliance officer as per Section 203 of the Act.
Board Meeting and Audit Committee meeting dated 01st July 2021 was conducted through video conference and only minutes of the meetings were shared with us. Regulation 13(3) Non-Submission of the statement on shareholders complaints for the quarter ended 31st March 2021 within the period prescribed under the said regulation. Regulation 27(2) Due to Covid -19 pandemic the company was not able to share the details however the same will be shared.
Non-Submission of Corporate Governance compliance report for the quarter ended 31st March 2021 within the period prescribed under the said regulation. Regulation 31 Due to Covid 19 the company has submitted with minor delays and has paid the fine levied by the BSE.
Non-Submission of Shareholding Pattern for the quarter ended 30th June 2020 and 31st March 2021 within the period prescribed under the said regulation. Regulation 6(1) The Company has appointed Mrs Jayashree (ACS No. 27985) as a Company Secretary w.e.f 16th November 2020.
Non-compliance with the requirement to appoint a qualified Company Secretary as the Compliance Officer for the quarter ended March 2020 June 2020 September 2020 December 2020.

25.INFORMATION AS PER SECTION 134 OF THE COMPANIES ACT 2013

Particulars required under Sec. 134 of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 to be disclosed in the report of Board of DirectorsRules are given below:

A. CONSERVATION OF ENERGY: Not applicable.

B. TECHNOLOGY ABSORPTION: Not Applicable.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO: NIL

26. PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES U/S 197(12) OF THE COMPANIESACT 2013

During the year under review no employees whether employed for the whole or part ofthe 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 andRemuneration of Managerial Personnel) Rules 2014.

Hence the details required under Section 197(12) are not required to be given.Particulars of employees as required in terms of the provisions of Section 197 of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014 are set out in Annexure 4.

27.DEMATERIALIZATION OF SHARES

As on 31st March 2021 6670050 equity shares representing 95.28 % of thetotal equity share capital of the Company were held in dematerialized form with NationalSecurities Depository Limited. The shareholders can avail the facility provided by NSDLand CDSL. Shareholders are requested to convert their physical holdings intodematerialized form to derive the benefits of holding the shares in electronic form.

28.COST AUDITOR

Provision of Cost Audit is not applicable to the Company.

29.REPORTING OF FRAUDS

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

30.COMPLIANCE WITH SECRETARIAL STANDARDS

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

31.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 Courtsor Tribunals impacting the going concern status and Company's operations.

32.PREVENTION OF INSIDER TRADING

Your Company has adopted a code of conduct for prevention of "InsiderTrading" as mandated by the SEBI. Your Company's Audit Committee monitorsimplementation of said Policy.

33.CODE OF CONDUCT

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

34.MD / CFO Certification

The Managing Director/ CFO has certified to the Board on financial and other matters inaccordance with the Listing Regulations pertaining to CEO/CFO certification for thefinancial year ended 31.03.2021 as Annexure 5

35.CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic developments within the country andother factors such as litigation and industrial relations.

36.ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to the employees of the Company for their unstinted commitment and continuedcontribution to the Company.

BY THE ORDER OF THE BOARD OF DIRECTORS
For TEJASSVI AAHARAM LIMITED
SOMAN SHYAMKUMAR CHINNATHAMBI VINOTHKUMAR
MANAGING DIRECTOR DIRECTOR
DIN: 09098976 DIN: 09098986
Date: 24th August 2021
Place: Chennai

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