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The Members, Tamilnadu Jai Bharath Mills Ltd.,
Ladies and Gentlemen,
The Directors hereby present their Twenty Seventh Annual Report on the business and operations of the Company and Financial Results for the yearended31stMarch,2016.
Profit ( J/Loss(-) from operations
Before Depreciation (-)
Less/Add: Depreciation (-)
Profit ( ) /Loss (-) after Depreciation
Less: Deferred Tax Assets j-j
Trs. to Balance Sheet (-)
Add: Write down of carrying cost of assets
whose remaining useful lives is NIL as per (-)
Schedule II of the companies Act 2013
Add Balance of Loss as per
Last Balance Sheet (-)
Balance Loss carried over to next year (-)
The Company has achieved an overall Turnover of Rs.99.57 Crores during the year against the turnover of Rs. 92.01 Crores for the previous year, resulting in an Increase of Rs. 7.56 Crores.
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 31.3.2016, your Directors have not proposed 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 Authorized , Issued, Subscribed and Paid-up share capital of the company during the period under review.
Your Company has not invited or accepted any fixed deposits either from the public or from the shareholders of the Company, during the period under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
No loans, guarantees and investments u/s. 186 of the Companies Act, 2013 has been made or given.
MANAGEMENT DISCUSSION ANDANALYSIS REPORT
The Management Discussion and Analysis Report is annexed.
In view of the financial position your Directors regret their inability to declare any dividend for the year.
Particulars of Employees pursuant to Rules(5)(2) of the Companies (Appointment and Remuneration Rules) 2014.
Employees who were paid remuneration in aggregate of Rs.60,00,000/- per annum.-NIL
Employees who were paid Rs.5,00,000/- or more per month in any part of this year. - NIL
We have so far provided Rs. 40.5 lacs towards the gratuity fund. As the Company continues to be a potentially sick company we could not provide due gratuity and it will be provided I paid as and when the need arises.
Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, your Directors declare:
i. that in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards had been followed along with proper explanations relating to material departures;
ii. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of the financial 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 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;
iv. that the Directors had prepared the accounts for the financial year ended 31st March, 2016 on a going concern basis.
v. that the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
vi. that the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WHERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:
In the ensuing Annual General Meeting Smt. D.Kothai, Director retiring by rotation, and being eligible offers herself for re-appointment.
M/s. Krishnan& Raman, Rajapalayam the present Auditor of the Company hold office till the conclusion of Twenty Seventh Annual General Meeting. M/s. Krishnan & Raman, Rajapalayam are recommended for re-appointment on such remuneration as may be fixed by the Board of Directors.
The notes forming part of Accounts referred to in the Auditors'' Report are self-explanatory and complete.
M/s. K.EIangovan & Associates, a firm of Practicing Company Secretaries, Chennai has been appointed as Secretarial Auditors of the Company for the financial year ended 31.3.2016 vide Board resolution dated 8.2.2016.
The Secretarial audit report received from the Secretarial Auditors is annexed to this report marked as Annexure and forms part of this report. Necessary action has already been initiated to list the pending shares.
DECLARATION BYINDEPENDENTDIRECTORSANDEVALUVATIONBYTHE BOARD
The Independent Directors namely, Shri.T.Balakumar, Shri. Manojkumar Kedia and Shri.K.Subbarajulu have given declarations that they meet the criteria required under Section 149(6)of the Companies Act,2013.
The Board evolved their performance and found satisfactory. They have no pecuniary relationship with Company.
NUMBEROF BOARD MEETINGS HELD DURING THE YEAR 2015-2016
The Company has duly complied with the provisions of the Companies Act, 2013 in holding Board meetings and the details of the meetings are furnished in the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR):
As per Rule 8 of the Companies (Corporate Social Responsibility Policy Rules) 2014, The Board has , on the recommendation of the CSR Committee approved the CSR Policy which is available on the Company''s website tnjb.net.in.
RISK MANAGEMENT POLICY:
The Company has in place a mechanism to indentify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the business and functions are systematically 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 by adopting highest standards of professionalism, honesty , integrity and ethics . The Company accordingly adopts this code of Conduct concerning the principles and standards governing the actions of the Company and its employees. Any actual or potential violation of this code would be dealt with promptly.
Every employee shall choose to make a protected disclosure under the whistleblower policy of the company directly to the Chairperson of the Audit Committee or any member of the Audit Committee nominated by the Chairman in this behalf. The aggrieved employee shall address the above authority directly with covering letter which may bear his I her identity. The Company would provide necessary protection to such whistleblower and any attempt 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 with Rule 7 of the Company (meeting of Board and its powers) Rules 2014. As per SEBI (LODR) Regulations, 2015 of the Listing Agreement also makes it mandatory to establish a whistleblower mechanism for employees including directors. Hence any aggrieved Director I Employee may make a complaint 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 from any kind of unfair treatment, any abuse of this protection will entail disciplinary action. Whistleblowers who make frivolous, baseless, malicious complaint will be disqualified from further protected disclosures under this policy and Audit Committee I Company reserves it right to take appropriate disciplinary action. If a protected disclosure is received by any executive of the company other than the above mentioned authorities the same should be forwarded to the Chairman of the Audit Committee or the authority notified by him without disclosing the identity of the whistleblower for necessary action.
All protected disclosures will be thoroughly investigated by the Chairman Audit Committee. He may at his discretion involve any investigators for the purpose.
The investigation shall be completed normally within 45 days of the receipt of the protected disclosure.
INFORMATION AS PER SECTION 134(3) OF THE COMPANIES ACT, 2013:
Particulars required under Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 2014 as amended are furnished in the Annexure-I.
As per the amended Listing Agreement with the Stock Exchanges, a Report on Corporate Governance together with the Auditors Certificate regarding the compliance of conditions of Corporate Governance form part of the Annual Report-Vide Annexure-II..
The details of Related Party Transactions during the period ending 31.3.2016, being arm''s length transactions have been reported in the Financial Statements and forms part of this report.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has adequate internal Financial controls.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE
There is no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.
The Board appreciates the support and co-operation extended by the Members, Customers, Suppliers, Bankers, Statutory Authorities and also its Employees for their continued good performance and patronage.
Place: Aruppukottai By order of the Board
Date: 26/05/2016 T.R.DHINAKARAN
Chairman and Managing Director