thambbi modern spinning mills limited f064

Thambbi Modern Spinning Mills Limited F064 CIN : L17111TZ1977PLC000776

ANNEXURE V Information Memorandum

Company Profile:

(a) Name and address of registered office of the company.

Name of the Company: THAMBBI MODERN SPINNING MILLS

LIMITED

Registered Office of the Company: OMALUR ROAD, JAGIR AMMAPALAYAM, SALEM TN 636302

(b) Name and address of corporate office of the company.

OMALUR ROAD, JAGIR AMMAPALAYAM, SALEM TN 636302

(c) Names of regional stock exchange and other stock exchanges where listed

— Years of listing and current status:

Names of Regional Year of Listing Current Status

Stock Exchange

Bombay Stock Exchange | 1994 Suspended

(d) Signing with depositories — ISIN no. INE830D01016

(ec) Name and contact details of Compliance Officer and Company Secretary

Name of the Compliance Officer & Company Secretary: M.Harshini

Telephone nos:0427-2345425

Email ID: [email protected]

(f) Email-id for Investor Grievances: [email protected]

(g) Date of Suspension and reason of suspension

Date of Suspension: 22.04.2019

Reason for Submission: Non-Submission of Annual Report for two

Consecutive Financial Years ending March 2017 and March 2018

Capital structure of the company :

(a) Authorised, issued, subscribed and paid-up capital.

Authorised Capital: Rs. 14,00,00,000 (Rupees Fourteen Crore

Only)

Issued and Subscribed Capital: Rs.5,76,27,700/- (Rupees Five crores

seventy six lakhs twenty seven thousand

and seven hundred only)

Omalur Road, Jagir Ammapalayam, Salem-636 302. India©@0091 - 427 - 2345425 e-mail : [email protected] website : www.thambbimodern.com


Paid-up Capital: Rs.5,76,27,700/- (Rupees Five crores



Calls in arrears: NIL

Listed Capital: Rs.5,76,27,700/- (Rupees Five crores



Omalur Road, Jagir Ammapalayam, Salem-636 302. India© 0091 - 427 - 2345425 e-mail : [email protected] website : www.thambbimodern.com


Company Management :

History and main objects and present business of the company.

Main Object of the Company: THAMBBI MODERN SPINNING MILLS LIMITED

was incorporated in 1997 and is based in Salem, India.

The Company was engaged in the manufacture and sale of textile yarn. Due

to challenging business scenario in textile, this business activity is closed a

few year back. The Company has developed a building for commercial activity

and presently let out for rent and earning rental income. The Company has

plan for various real estate activities like shopping mall, cinema theatres etc.

1. Subsidiary(ies)of the company, if any: NIL

2. Names of Promoters and their background.

Name of the Promoter Occupation

RAMASAMY JAGADEESAN UDAYAR Business

MALATHI JAGADEESAN Business

J RAJALAKSHMI House maker

J RAMKUMAR Vice president in textiles company in usa (dolce vita intimates-llc)

3. Names and addresses of auditors, legal advisors of the company and

details of KMP’s along with their designations (with their DIN wherever

applicable) and other directors including nominee- directors, and woman

director (giving their directorships in other companies).Change, if any, in

directors / management and auditors during the last one year, and

reasons thereof. Further details on composition of Board are to be

provided:

Name of the Auditor of the

Company:

S.SRIRAM PARTNER IN

R.SUNDARARAMAN & CO

Address of the Auditor: NO.30/2,INDIRA COLONY,ASHOK

NAGAR,CHENNAI-600 083.

PH:044 2474 9101

Name and Address of the Legal

Advisors

Mr.T.Senthilkumar,

MSV Nagar,Salem-7.

Name of the KMP

1. Mr. RAMASAMY JAGADEESAN

UDAYAR

Managing Director

2. Mr.RAJASEKARAN PONNAPPAN

Chief Financial Officer.



3. M.Harshini

Compliance officer & Company

Secretary

Details of Directors and 1. Ms. MALATHI JAGADEESAN

Composition of the Board Non — Executive Women Director

(DIN: 00153952)

2. Mr. RAMASAMY JAGADEESAN

UDAYAR

Managing Time Director (DIN:

01153985)

3. Mr. ASHOK PUKHRAJ SHAH

Non — Executive Independent Director

(DIN: 01137579)

4. Mr. MUTHU PUGAZHENDHI

Non — Executive Independent Director

(DIN: 01137623)

5. Mr. RAJASEKARAN PONNAPPAN

CFO

6. Ms. M.Harshini

Compliance officer & Company

Secretary

Change in Directors during the Nil

preceding year ,

4. Details of directors, whole-time directors, their remuneration,

appointment and remuneration of managing directors, interests of

directors, their borrowing powers and qualification shares.

Name, Address and designation of Remuneration | Borrowing Qualification

the Directors of Directors powers Shares

1. Ms. MALATHI JAGADEESAN O O O

Non — Executive Women Director

(DIN: 00153952)

Address:

OLD NO.67/2, NEW NO.3/80B, NEW

FAIRLANDS, SALEM 636016

2. Mr. RAMASAMY JAGADEESAN Rs.1,25,000/ | O O

UDAYAR month

Managing Time Director (DIN:

01153985)

Address:

OLD NO.67/2, NEW NO.3/80B, NEW

FAIRLANDS, SALEM 636016


Thambbi Modern Spinning Mills Limited CIN : L17111TZ1977PLC000776

Director

Address:

3. Mr. ASHOK PUKHRAJ SHAH

Non — Executive Independent

KAVYA NILAYA,DAVANAGERE ROAD,

OPP JAGALUR MAHALINGAPPA

TOWER, CHITRADURGA 577501 KA

0

Director

Address: 4. MUTHU PUGAZHENDHI

Non — Executive Independent

NO.244, TNHB COLONY, TAMBARAM

SANATORIUM, CHENNAI 600047

5. Rights of members regarding voting, dividend, lien on shares and the

process for modification of such rights and forfeiture of shares:

One Share One Vote and the process for modification of such rights and

forfeiture of shares shall be as per Companies Act, 2013.

6. Restrictions, if any, on transfer and transmission of shares/debentures

and on their consolidation /splitting: Not Applicable

7. Revaluation of assets, if any (during last five years):Not Applicable

8. Material contracts and inspection of documents- how made available

As per the Provision of the Companies Act, 2013

9. No of Employees-5

10.Latest Shareholding Pattern

Shareholding pattern | No. of shares | % of total| No of shares Whether No of % of

(latest as on share- in Demat 100% in Shares | pledged

31.12.2019) holding Demat for Pledged | _ shares

Promoter and

50% in

Dematfor

Public

Promoter and 43,20,295 74.97 43,20,295 | Yes - - Promoter Group

Public Shareholding | 14,42,475 25.03 10,48,696 | Yes- - -

Shares held by - - - - -

custodians against DRs issued

by the company

TOTAL 97,62,770 100 53,68,991 | 93.17 - -



Business :

1. Nature of the products - consumer/industrial and end-users: Rental

Business, Commercial complex, multiplex.

Plant and machinery, technology, process, etc: Rs.1.50Crore

Collaboration, any performance guarantee or assistance in marketing by the

collaborators: Not Applicable

Infrastructure facilities for raw materials and utilities like water, electricity,

etc: All locally available.

Approach to marketing and proposed marketing set up:

For Commercial real estate activity, a small marketing set up is sufficient

and the same can be established in time

Export possibilities and export obligations, if any (in case of a company

providing any "service" particulars, as applicable, be furnished): Not

Applicable

Future prospects - expected capacity utilization during the first three years

from the date of commencement of production, and the expected year

when the company would be able to earn cash profits and net profits.

The Company was engaged in the manufacture and sale of textile yarn. Due

to challenging business scenario in textile, this business activity is closed a

few year back. The Company has developed a building for commercial activity

and presently let out for rent and earning rental income. The Company has

plan for various real estate activities like shopping mall, cinema theatres etc.

Litigation :

1. Outstanding pertaining to —


Thambbi Modern Spinning Mills Limited CIN : L17111TZ1977PLC000776

9007 yj. matters likely to affect operation and finances of the company including

disputed tax liabilities of any nature: Income Tax Rs.98.77 Lakhs and

demand of Rs.126.15 Lakhs from Cotton corporation of India Limited.

(ii) criminal prosecution launched against the company and the directors for

alleged offences:Nil

Particulars of default, if any, in meeting statutory dues, institutional dues,

and towards instrument holders like debentures, fixed deposits, and arrears

on cumulative preference shares, etc. (also give the same particulars about

the companies promoted by the same private promoters and listed on stock

exchanges): Nil

Financial information :

Financials as per format given below:

Financial performance for

last 2 years

Rs.

(31.03.2019) (31.03.2018)

Sales 24,828,667 21,998,187

Total Income 25,101,520 22,034,641

Expenditure 45,739,496 35,231,386

Profit before (18,539,570) (13,671,745)

Tax

Prov for Tax 2,421,447 -

Profit aft Tax (20,961,017) (13,671,745)

Share 5,76,27,700 5,76,27,700

Capital

Acc. Profit (545,648,717) (524,687,700)

Total (62,740,550) (41,779,533)

Reserves



Declaration :

No statement made under this Information Memorandum contravenes any of

the provisions of Companies Act, 1956 / Companies Act 2013, as may be

applicable and the rules made thereunder. Allthe legal requirement connected

with the listing /revocation of suspension of trading in equity of shares of our

company and also the guidelines, instructions etc. issued by SEBI,

Government and any other competent authority in this behalf have been duly

complied with. All information contained in this document is true and correct.

fu THAMBB| MODERN SPINNING WILLS LIMIFEp

Managing Director i Gime

RAMASAMY JAGADEESAN UDAYAR Managing Director (DIN: 01153985) Date: 27.05.2020

Omalur Road, Jagir Ammapalayam, Salem-636 302. India© 0091 - 427 - 2345425 e-mail : [email protected] website : www.thambbimodern.com

thambbi modern spinning mills limited f064

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