Directors Report of Tamil Nadu Jaibharat Mills Ltd.

Mar 31, 2016

To

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.

FINANCIAL RESULTS: Profit ( J/Loss(-) from operations Before Depreciation (-) Less/Add: Depreciation (-)	2015-2016 Rs. 18,46,084 2,45,21,285	(-)	2014-2015 Rs. 6,68,677 3,01,08,109
Profit ( ) /Loss (-) after Depreciation Less: Deferred Tax Assets j-j	2,63,67,369 1,22,54,502		1,22,41,645 58,06,987
NETPROFIT( )/LOSS(-) 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 (-)	1,41,12,867 43,98,161 33,84,78,880	(-) (-)	2,36,32,445 31,48,46,435
Balance Loss carried over to next year (-)	35,69,89,908	(-)	33,84,78,880

TURNOVERS PROFITABILITY:

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.

FUTUREOUTLOOK:

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.

SHARE CAPITAL

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.

DEPOSITS

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.

DIVIDEND:

In view of the financial position your Directors regret their inability to declare any dividend for the year.

PERSONNEL:

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.

DIRECTORS RESPONSIBILITYSTATEMENTS:

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.

AUDITORS:

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.

SECRETARIALAUDITORS

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.

CORPORATE GOVERNANCE:

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..

RELATED PARTYTRANSACTIONS

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.

ACKNOWLEDGEMENT:

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

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Mar 31, 2015

Dear Members,

The Directors hereby present their Twenty Sixth Annual Report on the business and operations of the Company and Financial Results for the year ended 31st March, 2015.

FINANCIAL RESULTS: 2014-2015 2013-2014 Rs. Rs.

Profit ( )/Loss(-) from operations

Before Depreciation ( ) 6,68,677 ( ) 55,25,319

Less/Add:Depreciation (-) 3,01,08,109 (-) 3,74,20,353

Profit ( ) /Loss (-) after ----------- ---------

Depreciation (-) 2,94,39,432 (-) 3,18,95,034

Less:Deferred Tax Asset ( ) 58,06,987 ( ) 95,68,510

NET PROFIT( )/LOSS(-)

Trs.to Balance Sheet (-) 2,36,32,445 (-) 2,23,26,524

Add Balance of Loss as per

Last Balance Sheet (-) 31,48,46,435 (-) 29,25,19,911

Balance Loss carried ----------- -----------

over to next year (-) 33,84,78,880 (-) 31,48,46,435

TURNOVERS PROFITABILITY:

The Company has achieved an overall Turnover of Rs.92.01 Crores during the year against the turnover of Rs. 90.57 Crores for the previous year, resulting in an Increase of Rs.1.44 Crores. The ambience of Textile Industry continued to suffer during the year. Depreciation as per the new Act will be provided during the next financial year.

DIVIDEND:

In view of the financial position your Directors regret their inability to declare any dividend for the year.

PERSONNEL:

Particulars of Employees pursuant to Rule(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.40.55 lakhs towards the gratuity fund. As the Company continues to be a potentially sick company we could not make further provisions for gratuity and it will be paid as and when the need arises.

DIRECTORS RESPONSIBILITY STATEMENTS:

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, 2015, 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, 2015 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.

Share Capital :

As per directions of BIFR the Company has infused further capital converting the Un-secured loans of promoters strictly following the guidelines of SEBI and the further listing of these shares are pending with BSE and the issue is being pursued.

Directors:

In the ensuing Annual General Meeting Smt. D.Kothai, Director retiring by rotation, and being eligible offers herself for re-appointment.

Auditors:

M/s. Krishnan & Raman, Rajapalayam the present Auditor of the Company hold office till the conclusion of Twenty Sixth 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 ofAccounts referred to in the Auditors' Report are self-explanatory and complete.

Secretarial Auditors

M/s. K.EIangovan & Associates, a firm of Practising Company Secretaries, Chennai has been appointed as Secretarial Auditors of the Company for the financial year ended 31.3.2015 vide Board resolution dated 27.5.2015.

The Secretarial audit report received from the Secretarial Auditors is annexed to this report marked as Annexure-lll and forms part of this report.

Corporate Social Responsibility Policy (CSR): N.A.

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 updated 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 aggrieved employee may make a protected disclosure under the whistle blower 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 a covering letter which may bear his/ her identity. The Company would provide necessary protection to such whistle blower and any attempt to intimidate the whistle blower 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. Clause 49 of the Listing Agreement also makes it mandatory to establish a whistle blower mechanism for employees including directors. Hence any aggrieved Director / 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 whistle blowers are given complete protection from any kind of unfair treatment, any abuse of this protection will entail disciplinary action. Whistle blowers who make frivolous, baseless, malicious will be disqualified from further protected disclosures under this policy and Audit Committee / 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 whistle blower 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 PERSECTION 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 -1.

CORPORATE GOVERNANCE:

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.

ACKNOWLEDGEMENT:

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.

By order of the Board Place: Aruppukottai Date: 27/05/2015 T.R.DHINAKARAN CMD

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Mar 31, 2014

Dear Members,

The Directors hereby present their Twenty Fifth Annual Report on the business and operations of the Company and Financial Results for the year ended 31st March, 2014.

FINANCIAL RESULTS : 2013 - 2014 2012 - 2013 Rs. Rs.

Profit ( )/Loss(-) from operations

Before Depreciation ( )55,25,319 ( )1,27,84,925

Less/ Add : Depreciation (-) 3,74,20,353 (-) 3,75,67,223

Profit ( ) /Loss (-) after

Depreciation (-) 3,18,95,034 (-) 2,47,82,298

LESS: Deferred Tax Assets ( ) 95,68,510 ( ) 74,34,689

NET PROFIT( )/LOSS(-)

Trs.to Balance Sheet (-) 2,23,26,524 (-) 1,73,47,609

Add Balance of Loss as per

Last Balance Sheet (-) 29,25,19,911 (-) 27,51,72,302

Balance Loss carried

over to next year (-) 31,48,46,435 (-) 29,25,19,911

TURNOVER & PROFITABILITY:

The Company has achieved an overall Turnover of Rs.90.57 Crores during the year against the turnover of Rs. 87.02 Crores for the previous year, resulting in an Increase of Rs.3.55 Crores.

During the year the Company has to operate against high interest cost, Power shortage and frequent outages not to mention of high power cost and slumping exports.

The Company which was registered as a Sick Company by BIFR on 27.2.2013 was declared Sick by BIFR on 24.6.2013 under Sec.3(1)(0) of Sick Industrial Companies (Special Provisions) Act 1985. The BIFR has since discharged the company as SICK but it is still a potentially SICK company as it has accumulated losses in excess of 50% of networth.

DIVIDEND:

In view of the financial position your Directors regret their inability to declare any dividend for the year.

FIXED DEPOSIT:

There are no fixed deposits with the Company. A Sum of Rs.20 lacs is outstanding towards temporary unsecured loan from a member of the shareholders group.

PERSONNEL :

Particulars of Employees pursuant to the provisions of Sec.217(2A) of the Companies Act, 1956 read with companies (Particulars of Employees) Rules, 1975 as amended upto date.

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.40.55 lacas towards the gratuity fund. As the Company has became Sick at the end of financial year 2012 and continues to be a potentially 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 217 (2AA) of the Companies Act, 1956, your Directors declare:

i. that in the preparation of the annual accounts for the financial year ended 31st March, 2014, 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,1956 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, 2014 on a going concern basis.

DIRECTORS :

In the ensuing Annual General Meeting Smt. D.Kothai, Director is retiring by rotation, and being eligible offers herself for re-appointment.

Declarations as per sub Sec.(6) of Sec.149 of the 2013 Act and Clause 49 of the Listing Agreement have been received from Shri. Srinivas A Naidu, Shri. T. Balakumar and Shri.P. Monojkumar Kedia, Independent Directors.

AUDITORS :

M/s.Krishnan& Raman, Rajapalayam the present Auditor of the Company hold office till the conclusion of Twenty Fifth 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.

INFORMATION AS PER SECTION 217(1)(e) OF THE COMPANIES ACT. 1956 :

Particulars required under Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 as amended are furnished in the Annexure - I.

CORPORATE GOVERNANCE :

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.

ACKNOWLEDGEMENT :

The Board sincerely records its appreciation for the support and co- operation extended by the Members, Customers, Suppliers, Bankers, Statutory Authorities and also its Employees for their continued good performance.

By order of the Board Place : Chennai Shri Srinivas A Naidu Date : 30th May 2014 Chairman

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Mar 31, 2013

To The Members, Tamilnadu Jai Bharath Mills Ltd.,

Ladies and Gentlemen,

The Directors hereby present their Twenty Fourth Annual Report on the business and operations of the Company and Financial Results for the year ended 31 st March, 2013.

FINANCIAL RESULTS:

2012-2013 2011-2012 Rs. Rs.

Profit ( )/Loss(-) from operations

Before Depreciation ( ) 1,27,84,925 (-) 24,43,55,507

Less/Add: Depreciation (-) 3,75,67,223 ( ) 4,20,36,167

Profit ( ) /Loss (-) after

Depreciation (-) 2,47,82,298 (-) 28,63,91,674

ADD: Prior Period Expenses ( ) 1,88,446

LESS: Earlier years excess (-) 16,64,250 provision of income tax now reversed.

LESS: Deferred Tax Asset ( ) 74,34,689 (-)'' 8,55,22,285

NET PROFIT( )/LOSS(-)

Trs.to Balance Sheet (-) 1,73,47,609 (-) 19,93,93,585

Add Balance of Loss as per

Last Balance Sheet (-) 27,51,72,302 7,57,78,717

Balance Loss carried over

tonextyear (-) 29,25,19,911 (-) 27,51,72,302

TURNOVER & PROFITABILITY:

The Company has achieved an overall Turnover of Rs.87.02. Crores during the year against the turnover of Rs. 73.51 Crores for the previous year, resulting in an Increase of Rs.13.51 Crores.

The performance of the company was impacted by high interest rates, Power cut at the highest level at 40% besides frequent power trips. Power cost per unit was increased by 22% both by the E.B and private producers impacting our profit heavily, besides lesser export sales compared to the last year. However due to optimum utilisation the electricity consumed per Kg. of yarn during the year is Rs.4.19 compared to Rs.4.22 last year.

The Company which was registered as a sick company by BIFR on 27.2.2013 was declared sick by BIFR on 24.6.2013 under Sec.3(1)(o) of Sick Industrial Companies (Special Provisions) Act, 1985. The management has effected all round economy in all areas and the full time Directors i.e in the M.D and E.D have voluntarily decided not to draw any remuneration till the losses are wiped out.

However, as continuance as sick company will shy away the bankers and creditors in continuing financial assistance, the Management has proposed to issue equity shares to promoters and promoters group on a preferential basis by part conversion of their unsecured loan with the Company. Consequently, the paid up capital will increase from Rs.23.80 crores to Rs.30 crores as against the accumulated loss of Rs.29.25 crores making the networth positive. The subject is being placed at this AGM.

DIVIDEND:

In view of the accumulated losses, your Directors regret their inability to declare any dividend forthe year.

FIXED DEPOSIT:

A sum of Rs.88.30lacs was received from a shareholder of Promoters group which does not attract section 58A of the Companies Act.

PERSONNEL:

Particulars of Employees pursuant to the provisions of Sec.217(2A) of the Companies Act, 1956 read with companies (Particulars of Employees) Rules, 1975 as amended upto date.

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.40.55 lacs towards the gratuity fund . As the Company has became Sick at the end of financial year 2012 we could not provide gratuity and it will be provided as and when necessary.

DIRECTORS RESPONSIBILITY STATEMENTS:

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, your Directors declare:

i.that in the preparation of the annual accounts for the financial year ended 31st March, 2013, 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, 1956 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 31stMarch,2013ona going concern basis.

DIRECTORS:

In the ensuing Annual General Meeting Shri Srinivas A Naidu, Director (Chairman) and Shri T.Balakumar, Director are retiring by rotation, and being eligible offer themselves for re-appointment.

AUDITORS.

M/s. Krishnan & Raman , Rajapalayam the present Auditors of the Company hold office till the conclusion of Twenty Fourth 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 serf-explanatory and complete.

INFORMATION AS PER SECTION 217(1)(e)OFTHECOMPANIESACT, 1356:

Particulars required under Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 as amended are furnished in theAnnexure-l.

CORPORATE GOVERNANCE:

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..

ACKNOWLEDGEMENT:

The Board sincerely records its appreciation for the support and co- operation extended by the Members, Customers, Suppliers, Bankers, Statutory Authorities and also its Employees for their continued good performance.

By order of the Board

Place : Aruppukottai Shri. Srinivas A Naidu

Date :3rd July,2013 Chairman

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Mar 31, 2012

To The Members, Tamilnadu Jai Bharath Mills Ltd.,

The Directors hereby present their Twentythird Annual Report on the business and operations of the Company and Financial Results for the year ended 31st March, 2012.

FINANCIAL RESULTS: 2011-2012 2010-2011 Rs. Rs. Profit ( )/Loss(-) from operations Before Depreciation (-) 24,43,55,507 ( ) 11,55.89,420

Less/Add: Depreciation ( ) 4,20,36,167 (-) 4,64,79,123

Profit ( ) /Loss (-) after

Depreciation (-) 28,63,91,674 ( ) 6.91,10,297

ADD: Prior Period Expenses ( ) 1,88,446

LESS : Earlier years excess (-) 16,64,250

provision of income tax Now reversed.

LESS: Deferred (-) 8,55,22,285 (-) 2,52,16,894

Tax Assets/Deferred Tax Assets Reversal

NET PROFIT( )/LOSS(-) (-) 19,93,93,585 ( ) 4,38,93,403

Trs. to Balance Sheet Add Balance of Loss as per Last Balance Sheet 7,57,78,717 11,96,72,120

Balance Loss carried over to next year (-) 27,51,72,302 (-) 7,57,78,717

TURNOVER & PROFITABILITY:

The Company has achieved an overall Turnover of Rs.73.51 Crores during the year against the turnover of Rs.94.46 Crores for the previous year, resulting in a decrease of Rs.20.95 Crores.

The accumulated loss as on 31.3.2012 is Rs.27.51 Crores as against the Paid up capital of Rs. 13.80 Crores thus exceeding the paid up capital by Rs.13.71 Crores. As the Company's Net worth is completely eroded it has become a Sick company under Sick Industrial Companies (Special provisions) Act, 1985 and we have to intimate the BIFR after the accounts are approved by the AGM on 25.7.2012.

The dismal performance is due to multiple factors such as high volatility in the price of cotton and yarn touching historic peak and low. frequent change of Government policy in export of cotton unexpected power interruptions power cut at 30% which is now 40% driving us to seek power from private power producers and using diesel generators at higher cost, the continuous slump in the world economy resulting in lesser export opportunities and also higher interest cost.

DIVIDEND:

In view of the accumulated losses, your Directors regret their inability to declare any dividend for the year.

FIXED DEPOSIT:

There is an amount of Rs 4,20,660/- remaining with the Company as Fixed Deposits which has matured and which is yet to be claimed by the depositors. No deposits were received during 2011 -2012.

PERSONNEL:

Particulars of Employees pursuant to the provisions of Sec.217(2A) of the Companies Act, 1956 read with companies (Particulars of Employees) Rules, 1975 as amended upto date.

Employees who were paid remuneration in aggregate of Rs.60,00,000/- perannum.-NIL

Employees who were paid Rs.5,00,000/- or more per month in any part of this year. -NIL

The company has provided Rs.10.21. Lacs towards gratuity during2010- 2011 on the basis of acturial valuation furnished by LIC. We have provided a total sum of Rs.40.55 Lacs from the year 2006-2007 on acturial basis against the total accrued amount of Rs. 106.75 Lacs. We will provide the balance also in due course.

DIRECTORS RESPONSIBILITY STATEMENTS:

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, your Directors declare:

i. that in the preparation of the annual accounts for the financial year ended 31st March, 2012, 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, 1956 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 ended31st March, 2012ona going concern basis.

DIRECTORS :

In the ensuing Annual General Meeting Shri Manoj Kumar Kedia, Director Shri TR.Varadarajan , Director and Smt. D. Kothai , Director are retiring by rotation, and being eligible offer themselves for re-appointment.

AUDITORS:

M/s.Krishnan & Raman ,Rajapalayam and M/s.K.Subramanian & Co., Madurai, the present Auditors of the Company hold office till the conclusion of Twentythird Annual General Meeting. M/s. K. Subramanian & Co., Madurai have since tendered their resignation on 25.5.2012. M/s. Krishnan & Raman, Rajapalayam 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.

INFORMATION AS PER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 :

Particulars required under Companies (Disclosure of particulars in the Report of Board Directors) Rules, 1988 as amended are furnished in the Annexure -1.

CORPORATE GOVERNANCE :

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..

ACKNOWLEDGEMENT :

The Board wishes to record its sincere appreciation for the support and co-operation extended by the Members, Fixed Deposit Holders, Customers, Suppliers, Bankers, Statutory Authorities and also its Employees for their continued good performance.

For and Behalf of the Board

Place : Chennai Srinivas A Naidu

Date : 25th May, 2012 Chairman

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Mar 31, 2010

The Directors hereby present their Twentyfirst Annual Report on the business and operations of the Company and Financial Results for the year ended 31st March,2010

FINANCIAL RESULTS :

2009 2010 2008 2009 Rs. Rs.

Profit (+)/Loss(-) from operations

Before Depreciation (+) 1,76,04,254 (-) 6,89,95,674

Less : Depreciation (-) 4,81,48,122 (-) 3,69,48,317

--------------- -----------------

Profit (+) /Loss (-) after (-) 3,05,43,868 (-) 10,59,43,991

Depreciation

Less : Tax Provision FBT (-) NIL 2,52,000

Add Deferred tax asset (+) 3,88,17,351 NIL

------------------ ---------------

NET PROFIT(+)/LOSS(-) (+) 82,73,483 (-) 10,61,95,991

Add Balance of Loss as per 12,79,45,603 (-) 2,17,49,612

Last Balance Sheet

Balance Loss carried over to ------------------ ---------------

next year (-) 11,96,72,120 (-) 12,79,45,603

------------------ ---------------

TURNOVER & PROFITABILITY:

The Company has achieved an overall Turnover of Rs.85.78 Crores during the year against the turnover of Rs.70.89 Crores for the previous year, resulting in an increase of Rs. 14 .89 Crores .

We expect the same level of Sales volume to sustain in the Financial Year 2010-2011 also.

Textile Industry was the worst hit during the Global Economic melt down in 2008 - 2009. Revival in the Economic Environment started showing signs only in the last quarter of the financial year March 2010 when we have made a net profit of Rs. 45.60 Lacs.

DIVIDEND:

In view of the accumulated losses, your Directors regret their inability to declare any dividend for the year.

FIXED DEPOSIT :

There is no unclaimed Fixed Deposits remaining with the Company as on 31.03.2010. No deposits were received in 2009-2010. The unfavourable financial results for this financial year has resulted in the reduction of limit prescribed for Fixed Deposits. The Fixed Deposits will be repaid as and when they become due.

PERSONNEL :

Particulars of Employees pursuant to the provisions of Sec.217(2A) of the Companies Act, 1956 read with companies (Particulars of Employees) Rules, 1975 as amended upto date.

Employees who were paid remuneration in aggregate of Rs.24,00,000/- per annum.- NIL

Employees who were paid Rs.2,00,000/- or more per month in any part of this year. - NIL

The company has provided to Rs. 8.52 Lacs this year on the basis of acturial valuation furnished by LIC. We have provided a total sum of Rs.30.34 Lacs from the year 2006-2007 on acturial basis against the total accrued amount of Rs. 98.07 Lacs. We will provide the balance also in due course.

DIRECTORS RESPONSIBILITY STATEMENTS:

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, your Directors declare:

i. that in the preparation of the annual accounts for the financial year ended 31st March, 2010, 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 judgements 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, 1956 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, 2010 on a going concern basis.

DIRECTORS :

In ensuing Annual General Meeting Shri T .R. Varadarajan , Smt . D. Kothai and Shri T. R. Dhinakaran are retiring by rotation, and being eligible offer themselves for re-appointment.

AUDITORS :

M/s. Krishnan & Raman , Rajapalayam and M /s. K.Subramanian & Co., Madurai, the present Auditors of the Company hold office till the conclusion of Twenty first Annual General Meeting and 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.

INFORMATION AS PER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 :

Particulars required under Companies (Disclosure of particulars in the Report of Board Directors) Rules, 1988 as amended are furnished in the Annexure I.

CORPORATE GOVERNANCE :

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..

ACKNOWLEDGEMENT :

The Board wishes to record its sincere appreciation for the unstinted support and co-operation extended by the Members, Fixed Deposit Holders, Customers, Suppliers, Bankers, Statutory Authorities and also its Employees for their continued good performance.

Place : Chennai for and on Behalf of the Board

Shri Srinivas A Naidu

Date : 24.05.2010 Chairman