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
Thambbi Modern Spinning Mills Limited F004 CIN : L17111TZ1977PLC000776
Paid-up Capital: Rs.5,76,27,700/- (Rupees Five crores
seventy six lakhs twenty seven thousand
and seven hundred only)
Calls in arrears: NIL
Listed 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
Thambbi Modern Spinning Mills Limited F004 CIN : L17111TZ1977PLC000776
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.
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 CIN : L17111TZ1977PLC000776
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
Omalur Road, Jagir Ammapalayam, Salem-636 302. India©@0091 - 427 - 2345425 e-mail : [email protected] website : www.thambbimodern.com
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 - -
Omalur Road, Jagir Ammapalayam, Salem-636 302. India©@0091 - 427 - 2345425 e-mail : [email protected] website : www.thambbimodern.com
Thambbi Modern Spinning Mills Limited F004 CIN : L17111TZ1977PLC000776
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 —
Omalur Road, Jagir Ammapalayam, Salem-636 302. India©@0091 - 427 - 2345425 e-mail : [email protected] website : www.thambbimodern.com
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
Omalur Road, Jagir Ammapalayam, Salem-636 302. India©@0091 - 427 - 2345425 e-mail : [email protected] website : www.thambbimodern.com
Thambbi Modern Spinning Mills Limited F004 CIN : L17111TZ1977PLC000776
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