To, The Members of Thangamayil Jewellery Limited
The Directors are pleased to present the 25th Annual Report and the Audited Statement
of Accounts for the year ended 31st March 2025:
1) FINANCIAL RESULTS *in Lakhs
Particulars |
2024-2025 |
2023-2024 |
5a!es |
4,91.058 |
3.82.678 |
Gross Profit |
43,041 |
35,293 |
Earnings before Interest, Depreciation and Taxation (EBITDA) |
22.468 |
21,777 |
Finance Cost |
|
4,107 |
3,633 |
|
|
Depreciation |
|
|
Profit Before Tax (PBT) |
15,992 |
16,508 |
Tax |
4,121 |
4,184 |
Profit After Tax (PAT) |
11,871 |
12,324 |
Other comprehensive income (net) |
(33) |
36 |
Total comprehensive income for the year, net of tax |
11,788 |
12,360 |
The year 24-25 started well with the resounding success on "Aks'naya
Thrithiyai" saies that fell in the first quarter supported by better realisation due
to steep increase in gold & silver price movements and reported a Profit before tax
(PBT) of *7,719 lakhs for that quarter.
However, second quarter post presentation of central budget, due to steep reduction in
customs duty introduced with immediate effect on 24/07/2024. the Company suffered a huge
loss up to *1,547 lakhs on sale of high duty paid inventory. The overall second quarter
performance resulted in a PBT loss of *2,355 lakhs .
However, in the third quarter, post liquidation of high duty paid inventory and also
due to improved gold price prevailed, the Company could get back to normalcy and earned a
record PBT of *6,745 lakhs.
In the fourth quarter, due to erratic gold price movement as a consequence of
geo-political instability in certain countries and tariff war infused by USA, the expected
sales could not take place. Moreover, in this quarter, the much awaited entry to Chennai
Metro by the Company also necessitated substantial revenue expenses as promotional
activities and for other operating expenses.
All these factors, affected the PBT to larger extent but the company could manage to
deliver a PBT of *3883 lakhs for 4th quarter.
In aggregate, for all the four quarters put together, the company could make a PBT of
*15,992 lakhs as against *16,508 lakhs of last year 2023-24 FY.
The retail turnover was its highest level at *4.72,000 lakhs as against *3,69,100 lakhs
of previous year. Profit after tax moderated at *11,871 lakhs as against *12,324 lakhs of
previous year.
The Board is interested to share with the shareholders, the fact, but for the one time
variations in real time operations (as stated elsewhere as a separate note in this Annual
report page no 12) the Company could have made a higher PBT of *23,736 lakhs as against
actually reported in the Audited financial statement of *15,992 lakhs.
Inspite of the above happenings, the PBT was made possible for the reasons stated
below;
a. Retail value driven growth at 28%
b. Gold Volume increase by 4.00%
c. Better realisation on absolute margin due to escalated gold and silver price mostly
prevailed in the second half of the FY 24-25.
d. SSS sales improvement on YOY basis by 18.1 % compared to previous year.
e. Improved contribution in value terms from Non-gold items.
f. Incremental sales from Chennai Retail outlet opened from 23rd February 2025
Expansion of outlets
EXPANSION OF RETAIL OUTLETS
During the year, the Company started 5 outlets in Chenrai T.Nagar, Rameswaram,
Puliyangudi, Mayiladuthurai and Kuniyamuthur.Coimbatore and on April 11th 2025 opered two
more outlets in Chennai Virugambakkam and lyyapanthangal suburbans.
The Company has got a definite plan to open at least 8 more outlets within the state of
Tamiinadu with 6 outlets earmarked for Chennai surrounding areas. The required funding for
these outlets both for Capex and working capital requirements is fully arranged via Rights
issue & bank loans along with incremental customer advances.
PROSPECTS FOR CURRENT YEAR 25-26
The current year stared well. In the past 43 days (01.04.25 to 13.05.25)the Company
achieved a turnover of *71,084 lakhs as against *57,954 lakhs of previous same period
under reference. However, due to steep increase in gold price prevailed "Akshaya
Thirithiyai" sales on 30/04/25 more or less closed around *15,380 lakhs as that of
previous year. Volume reduction of 24% was noticed on that day sales.
For the ongoing financial year, the estimated retail outlets expansion outlay is fixed
around *85,000 lakhs and the same will be funded by Rights issue proceeds and working
capital borrowings from banks & customer advances.
The Capex portion is estimated at *871 lakhs and the balance will be used to deploy in
current assets. Being an "asset less model" expansion, the capex is limited to
carry out Retail outlets interiors & electrical fittings & furnishings only.
PERFORMANCE OF EXISTING OUTLETS
All retail outlets are EBIDTA positive. However, post amortization of H.O expenses two
of the existing outlets out of 60 outlets are marginally incurring cash loss. However, In
the overall reckoning, these outlets are very small formats and by and large make no
difference for the financial performance of the Company.
You may observe, that our topline growth improved in a five-year period at CAGR
(Compounded Annual Growth Rate) at 27% as against 22% in previous year.
2) DIVIDEND
The Board of Directors at their meeting held on 15th May, 2025, has recommended payment
of *12.50/- (Rupees twelve and paise fifty) (125%) per equity share of the face value of
*10 (Rupee ten only) each as final dividend for the financial year ended 31st March. 2025.
The payment of final dividend is subject to the approval of the shareholders at the
ensuing Annual General Meeting (AGM) of the Company. The company allocated pay out of
*3,885 lakhs for 2024-25 on the expanded capital resulted on account of 2:15 Rights shares
allotted during this year as against *2,744 lakhs nearly 42% improvement in overall
dividend payout. Refer https://www.thangamayii.com/corporate/wp-content/
uploads/2023/06/DDP-TMJL-1.pdf for Dividend Distribution policy.
3) SHARE CAPITAL
The share capital of the Company was increased pursuant to a Rights issue undertaking
during the year under review:
The Company issued and allotted 36,42,857 fully paid-up equity shares of the face value
of *10 each for cash at a price of *1,400 per equity share (including a premium of *1,390
per share) aggregating to *51,000 lakhs by way of a Rights issue, in the ratio of 2 (Two)
Rights equity shares for every 15 (Fifteen) fully paid-up equity shares of the Company,
held by the eligible equity shareholders on the Record Date i.e. 11th February 2025
('Rights Issue'). Consequent to the allotment of shares the paid-up equity share capital
of the Company stands increased from *2,743.92 lakhs to *3,108.20 lakhs comprising
3,10,82,021 equity shares of the face value of * 10 each fully paid up as on March 31,
2025. Further details on the Rights Issue are contained under the section 'Rights Issues'.
4) HEDGING
The company has got a well-defined operative "Hedging" mechanism in place.
The metal loan availed from banks and the advances received from customers for future
delivery objectives are covered under natural hedge against gold price fluctuations. A
portion of other inventories is also hedged with MCX platform by paying margin and meeting
day-to-day MTM (marked to market) obligations.
This is done based on daily sales criteria. In aggregate, the hedging is at 96% as
against 89% of last year. You may note that in the last five years, the hedging portion is
progressively improved. We are fully committed to hedging in the prevailing volatility in
gold price behavior. The company is fully confident on sustaining the operating profit and
does not depend on any inventory profits / (losses.)
5) R NANCE
For the required working capital for the current year based on the estimates done, the
company is fully supported by various sources of finance.
The secured working capital outstanding borrowings of the company as at 31st March 2025
stood at *60,291 lakhs as against *32.444 lakhs of the previous year. The aggregate
working capital facilities from multiple banking arrangement is at *7,52,000 lakhs. The
current drawing power covers the sanctioned limits fully.
The eligible fixed deposits limit from public & shareholders is at *17,261 lakhs .
However, the company took only *7,779 lakhs. Interest outflows have increased marginally
due to better utilization of working capital borrowings. At the same time per gram
interest outgo maintained at the same level of *65. Moreover, the average cost of funds in
aggregate for borrowings has slightly increased from 4.82% to 4.99% due to increase in
working capital limits from banks.
6) CONTINUING CHALLENGES
a. Almost vertical rise in gold price movement affecting the affordability criterion of
customers at large
b. Due to highly working capital intensive model aggravated by steep rise in gold and
silver prices, PAT less dividend cash available in the system is not commensurate to the
incremental working capital requirements.
c. High level of competitive intensity.
d. Exceptional substantial allocation of capital is required for huge advertisement and
publicity to improve the visibility and recall factors associated with brand building
exercise required for expansion in places where the brand is not familiar.
e. Huge leverage backed demand for other consumption based discretionary expenses due
to emergence of aspirational class in population..
7) FUTURE PROSPECTS
a. 8etter amortization OF "Fixed overheads" on enlarged retail sales;
b. Continue to grow on "asset less model" expansion strategy
c. Existing high level of liquidity comfort in the system to support any eventuality or
to make use of opportunities thrown open by eco system;
d. Optimum utilization of Brand equity built in;
e. Excellent technology support to CRM activities and fund rising opportunities from
small savers with the help of Digi gold" APP'
f. Cost effective model adopted for execution;
g. Improved product mix in value terms of high contribution items;
h. Proper & well laid down strategies for capital allocation activities;
i. Sustainable gross profit margin while sustaining the competitive advantages in
pricing by sourcing merchandise items at a fair price;
j. Make use of all categories of competitive advantages as narrated in enclosure to
this annual report.
Except for unforeseen circumstances, the management is confident of bettering the
performance in the medium to long term on the areas prioritized.
3) DEFERRED TAX ASSETS
The company as per Ind AS requirements has created deferred tax assets 7400 lakhs as
against deferred tax assets of 7250 lakhs of previous year.
The company has recognised provision for Income tax for the year ended and measured its
deferred tax basis the rate prescribed in the Act.
9) CONTRIBUTION TO EXCHEQUER
The Company is a regular payer of taxes and other duties to the Government. The Company
has paid GST of 714,775 lakhs as compared to *11,563 lakhs paid in the previous year and
the Income tax amounts to 74,121 lakhs was paid as against Rs4,188 lakhs for financial
year 2023-24.
10) CAPITAL EXPENDITURE
During the year, we capitalized *4,941 Lakhs to our gross block comprising *4,592 lakhs
for Plant & Machinery, Building , Furniture & Fittings and other assets and
balance of *349 lakhs for Computer Equipment's including Software.
The capital work in progress amount outstanding as on 31st March 2025 is 71,127 lakhs
(previous year 7 236 lakhs). This comprises of interiors and other assets still to be put
in use and are yet to be capitalised.
For the previous year, we capitalized 7 3,657 lakhs to our gross block comprising 7
3,350 lakhs for Piant & Machinery and Furniture & Fittings and others and the
balance of *307 lakhs for Computer Equipment's including Software.
11) DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12)
OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors of the Company have not reported any fraud as specified under
the second proviso of Section 143(12) of the Companies Ac:,2013 (including any statutory
modification(s) or re-enactment(s) for the time being in force).
12) DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(5) of the Companies Act, 2013:
a. In the preparation of the annual accounts, the applicable accounting standards had
been followed and there is no material departure.
b. The directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for the year;
c. The directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d. The directors have prepared the annual accounts on a 'going concern' basis;
e. 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. Internal financial control means the policies and procedures adopted by the
Company for ensuring the orderly and efficient conduct of its business including adherence
to Company's policies, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records and the timely
preparation of reliable financial information; and
f. The directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
13) MANUFACTURING FACILITIES
Utilisation of own manufacturing facilities including on job work basis is around 78%
as against 75% of the earlier years. The overall cost of production has come down due to
attainment of scale of economies in the manufacturing facilities. It is expected to
improve the own manufacturing capacity utilisation in forthcoming years On a need basis,
at short notice, handmade items capacity could be enlarged.
14) DEPOSITORY SYSTEM
The trading in the Equity Shares of your Company is under compulsory dematerialization
mode. As on March 31, 2025, Equity Shares representing 100% of the equity share capital
are in dematerialized form. As the depository system offers numerous advantages, members
are requested to take advantage of the same and avail of the facility of dematerialization
of the Company's shares.
15) CORPORATE GOVERNANCE
Your Company has been practising the principles of good corporate governance over the
years and lays strong emphasis on transparency, accountability and integrity.
AseparatesectiononCorporateGovernanceandacertificate from the statutory auditors of the
Company regarding compliance of conditions of Corporate Governance as stipulated under
Regulation 27 of 5EBI (LODR) 2015 along with the Stock Exchange(s) forms par: of this
report.
The Chairman and Managing Director and Joint Managing Directors of the Company have
certified to the Board on financial statements and other matters in accordance with
Regulation 17 (8) of SEBI (LODR) 2015 pertaining to CEO certification for the financial
year ended 31st March 2025.
16) INDEPENDENT DIRECTORS
The Board of Directors comprises of 8 total number of Directors out of which 4 are
Independent Directors (50%) thus fulfilling the requirement of the Companies Act, 2013 and
SEBI(LODR), 2015. Therefore the composition of Board of Directors will be in accordance
with the requirements of the act and regulations. During the financial year, Mr.
S.Rethinavelu. Mr. Lalj'i Vora and Mr. V.R. Muthu, Independent Directors retired and Mr. N
. Jegatheesan and Mr. K.Thirruppathi Rejan were appointed as Independent directors in
compliance with the act and regulation.
So, also Mr. S.M. Chandrasekhar who has completed his first term as Independent
Director during the financial year has been re-appointed by the shareholders through
postal ballot e- voting as on 10th May,2025 being the end date for e-voting for the
purpose.
1) Re-constitution of various committees with effect from 25th July 2024:
Due to change in the independent directors as three of them are completing their term
and retire from their office and two new Independent Directors are inducted into the Board
to fulfil the requirements following changes have been effected in the constitution of
various committees:
a. Audit committee members:
1) Mr. S.M.Cnandrasekaran (Chairman)
2) Mr. N.Jegatheesan
3) Mrs. Rajakumari Jeevagan
4) Mr. Ba.Ramesh
b. Nomination & remuneration committee members:
1) Mr. S.M.Cnandrasekaran (Chairman)
2) Mr. N.Jegatheesan
3) Mrs. Rajakumari Jeevagan
4) Mr. Balarama Govinda Das
c. Corporate Social Responsibility committee members:
1) Mr.Balarama Govinda Das (Chairman)
2) Mr.Ba.Ramesh
3) N.B.Kumar
4) Mr.S.M.Chandrasekaran
d. Stakeholders Sc Grievances Committee members:
1) Mr.S.M.Chandrasekaran (Chairman)
2) Mr.Balarama Govinda Das
3) Mr.Ba.Ramesh
4) N.B.Kumar
e) Risk Management Committee Members:
1) Mr.Balarama Govinda Das (Chairman)
2) Mr.Ba.Ramesh
3) N.B.Kumar
4) Mr.S.M.Chandrasekaran
5) Mr.K.Thirupathi Rajan
17) DISCLOSURE REQUIREMENTS
As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors'
Certificate thereon, and the integrated Management Discussion and Analysis including the
Business Responsibility Report are attached, which forms part of this report.
18) USTING OF SNARES
The Equity Shares of your Company continue to remain listed with Bombay Stock Exchange
Limited and National Stock Exchange of India Limited. The listing fees for the year
2025-26 have been paid to these Stock Exchanges. The Shares of the companies are
compulsorily tradable in dematerialized form.
19) INSURANCE
The assets of the Company are adequately insured against fire and such other risks, as
are considered necessary by the Management.
20) HUMAN RESOURCE DEVELOPMENT
Many initiatives have been taken to support business through organizational efficiency,
development, resourcing, performance & compensation management, competency- based
development, career & succession planning and organization building. Leadership
development is one of the primary key initiatives of the Company. Primary personal
development program has been taken up as long term strategy of the Company. A significant
effort has also been undertaken to develop leadership as well as administrative /
functional capabilities in order to meet future talent requirement.
The Company continues to maintain pleasant relations without any interruption in work.
As on 31st March 2025 the Company has 3,086 employees on its rolls as against 2,112
employees in the previous year.
21) PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provision cf Section 197(12) of Act read with rules 5(2) and 5(3) of
the Companies ( Appointment and Remuneration of Managerial personnel) Rules, 2014 a
statement showing the names and other particulars of the employees drawing remuneration in
excess of the limits set out in the said rules are provided in the Annual Report.
Disclosures pertaining to remuneration and other details as required under section
197(12} of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules,2014 are provided in the Annexure -1.
Having regard to the provision of the first proviso to Section 136(1) of the Act and as
advised, the Annual Report, excluding the aforesaid information is being sent to the
members of the Company. The said information is available for inspection at the corporate
office of the Company during working hours and any member interested in obtaining such
information may write to the Company Secretary and the same will be furnished on request.
The full Annual Report including the aforesaid information is being sent electronically to
all those members who have registered their mair addresses and is available on the
Company's website.
22) STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF
THE COMPANY
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & under regulation 21 of
the SEBI (Listing obligations and disclosure requirements) Regulations. 2015, the company
has adopted risk management policies to monitor the business.
Business Risk Evaluation and Management (BRM) is an ongoing process within the
Organization. The Company has a robust risk management framework to identify, monitor and
minimize risks as also identify business opportunities.
The objectives and scope of the Risk Management
Committee broadly reviews:
1. Overseeing of risk management performed by the executive management;
2. The BRM policy and framework formulated in line with local legal requirements and
SEBI guidelines;
3. Risks and evaluate treatment including initiating mitigation actions and ownership
as per a pre-defined cycle;
4. Defining framework for identification, assessment, monitoring, and mitigation and
reporting of risks.
5. Within its overall scope as aforesaid, the Company shall review risks trends,
exposure, and potential impact analysis and mitigation plan. .
23) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
INFORMATION IN ACCORDANCE WITH THE PROVISIONS OF SECTION 134 (3)(M) OF THE COMPANIES
ACT. 2013 READ WITH RULE 8(3) OF THE COMPANIES RULES, 2014.
a) Conservation of Energy
The disclosure of particulars with respect to conservation of energy pursuant to
Section 134 (3) (m) of the Companies Act, 2013 read with rule 8(3) of the companies
(accounts) rules, 2014 are not applicable as our business is not specified in the Schedule
. However, the company makes its best efforts to conserve energy in a more efficient and
effective manner.
b) Technology Absorption, Adaptation and Innovation
The company has not carried out any specific research and development activities. The
company uses indigenous technology for its operations. Accordingly, the information
relatedto technology absorption, adaptation and innovation is reported to be NIL
c) Foreign Exchange Earning and Outgo
Foreign Exchange Earning
( Rs in lakhs)
Particulars |
2024 -25 |
2023 -24 |
Export Sales |
- |
- |
Foreign Exchange Outgo
( Rs in lakhs)
Particulars |
2024-25 |
2023 -24 |
Travelling Expenses |
- |
3 |
Consultancy Charges |
125 |
95 |
Capital Goods |
- |
21 |
24j ESTABLISHED PROCESS OF MITIGATING RISKS INTMJL
The Risk management process at TMJL revolves around identification of all risks of
internal and external and undertaking risk mitigation measures so that monitoring their
impact would be process driven with a view to take corrective course of actions.
Industry Risk
Jewellery industry dominated by gold metal in India and is going through a shrinking
phase in the discretionary context of customers priorities for purchases together with
wide gold price movements. Business is shifting from unorganized sector to corporates with
deep pockets of resources to sustain the cyclical risk impact.
Your company enlarged its wings in semi and rural areas where the existing business is
shifting to organized players like us. The shrinking size risk is mitigated by adding
value added products in the portfolio and also by selling other popular brands under our
umbrella.
Regulatory Risk
The Government has implemented more stringent regulatory measures in all aspects of the
trade starting from compliances under various Acts including Income tax and customer
friendly Hallmarking, etc., in a speedier manner.
Your company has already adapted to the changes in the trade requirements and in fact
would be a beneficiary under GST regulations.
Commodity Risk
Gold being a commodity, price is influenced by various factors including demand and
supply. Even though we buy gold whenever we sell on the same day. in order not to carry
the risk of price fluctuations, the underlying stock on a given date certainly affected by
the price movement. The impact of it either positive or negative often shadowed the real
operating capabilities of the company. Your company has an inbuilt hedging mechanism to
mitigate the extreme fluctuations in gold price movement. Currently we maintain 96:4 ratio
between hedged and un-hedged closing stock inventory in any given date. This strategy
helped us to maintain our performance, besides ensuring liquidity in the system.
Every aspect, of the risks components mentioned in the earlier paras, were carefully
evaluated by the respective teams and reported to Board at intervals to reset the
strategies and policies that may tend to be appropriate and re-assuring in the changed
realities.
Cost Risk
The brand building and establishment cost increased in recent years due to growth
aspirations. New business can be identified by enhancing the visibility of the Brand. It
involves a huge cost on a recurring basis even though the positive impact could be seen in
later years.
Your Company by taking into advantages of low cost retailer tag has already spent
larger sums for advertisement and publicity. This will go a long way in expanding the
retail oudets in larger parts of Tamilnadu and the cost currently incurred would be
amortized among larger number of retail oudets in the days to come.
Growth Risk
The industry suffers from the introduction of sovereign gold bond and also by the
penetration of "E-commerce" activity in the trade. New territorial expansion
often results in burning cash in the form of excessive fixed cost in the earlier years
anticipating a sustainable business later that is not guaranteed.
Your Company though strategically decided to grow but restricted its inroads into
current territorial places in a deeper and concentrated manner so that fixed cost impact
will not be felt by the company as an adverse factor. We opt for Asset less model and
therefore the risk of growth in unknown places is mitigated to that extent.
Financial risk
Stretched financials could hamper business sustainability. The Company's gearing as at
31st March 2025 stood at 0.77 times which is among one of the best in the target
corporates of the industry.
The company is consistently reducing its high-cost debts and leverage only when it is
self-liquidating in nature. All the financial indicators are improving including risk
weighted Return on Equity.
However, all our retails outlets expansion plan is going forward smoothly. Our learning
out of first wave has helped us to rearrange resources and improve our operating
efficiencies.
25) INTERNAL FINANCIAL CONTROL SYSTEMS
The Board of Directors is responsible for ensuring that internal financial controls
have been laid down in the Company and that such controls are adequate and is functioning
effectively. TMJL has policies, procedures, control frameworks and management systems in
place that map into the definition of Internal Financial Controls as detailed in the
Companies Act, 2013. These have been established at the entity and process levels and are
designed to ensure compliance to internal control requirements, regulatory compliance, and
appropriate recording of financial and operational information.
Internal Financial Controls that encompass the policies, processes, and monitoring
systems for assessing and mitigating operational, financial and compliance risks and
controls over related party transactions, substantially exist. The management reviews and
certifies the effectiveness of the internal control mechanism over financial reporting,
adherence to the code of conduct and Company's policies for which they are responsible and
also the compliance to established procedures relating to financial or commercial
transactions, where they have a personal interest or potential conflict of interest, if
any.
The Audit Division continuously monitors the efficacy of Internal Financial Controls
with the objective of providing to the Audit Committee and the Board of Directors, an
independent, objective and reasonable assurance on the adequacy and effectiveness of the
organisation's risk management, control and governance processes. The audit plan is
approved by the Audit Committee, which reviews compliance to the plan. During the year,
theAuditCommitteemetregularlytoreview reports submitted by the Audit Division. All
significant audit observations and follow-up actions thereon were reported to the Audit
Committee.
The Audit Committee also met the Company's Statutory Auditors to ascertain their views
on financial statements, including the financial reporting system, compliance to
accounting policies and procedures, the adequacy and effectiveness of the internal
controls and systems followed by the Company. The Management acted upon the observations
and suggestions of the Audit Committee.
26) Details O* Pc cv Developed And Implemented By The Company On its Corporate Social
Responsibi ity Initiatives (CSR)
During the financial year ended 31st March, 2025, the Company incurred CSR Expenditure
of Rs217 Lakhs (Rupees Two hundred Seventeen lakhs Only). The CSR initiatives of the
Company were under the thrust area of health & hygiene, food assistance, education,
water management , animal walfare and vocational training. The CSR Policy of the Company
is available on the website of the Company.
The Company's CSR Policy statement and annual report on the CSR activities undertaken
during the financial year ended 31st March, 2025, in accordance with Section 135 of the
Act and Companies (Corporate Social Responsibility Policy} Rules, 2014 is sec out in
Annexure 2 to this report.
CORPORATE GOVERNANCE REPORT AND BUSINESS RESPONSIBILITY REPORT
In compliance with Regulation 34 of the Listing Regulations, a separate report on
Corporate Governance along with a certificate from the Auditors on its compliance and a
Business Responsibility Report as per Regulation 34 of SEBI (LODR). 2015 detailing the
various initiatives taken by the Company on the environmental, social and Governance front
forms part of this Annual Report.
27) PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
There were no loans & guarantees given or investments made by the Company under
Section 186 of the Companies Act, 2013 during the year under review.
Particulars of contracts or arrangements with related parties referred to in Section
188(1)
All related party transactions that were entered into during the financial year were on
an arm's length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the Company with Promoters, Directors,
Key Managerial Personnel, or other designated persons which may have a potential conflict
with the interest of the Company at large. All Related Party Transactions are placed
before the Audit Committee as also in the Board for approval. Prior omnibus approval of
the Audit Committee is obtained on a quarterly basis for the transactions which are
foreseen and repetitive in nature. The transactions entered pursuant to the omnibus
approval so granted are audited and a statement giving details of all related party
transactions is placed before the Audit Committee and the Board of Directors for their
approval on a quarterly basis.
The Annual Report on related party is annexed herewith as "Annexure 3".
28} COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES
The Company's Policy relating to appointment of Directors, payment of Managerial
remuneration, Directors' qualifications, positive attributes, independence of Directors
and other related matters as provided under Section 178(3) of the Companies Act. 2013 is
furnished in Annexure -4 and is attached to this report.
29) ANNUAL RETURN
The Annua! Return of the Company as on 31st March, 2025 in Form MGT - 7 in accordance
with Section 92(3) of the Companies Act read with the Companies (Management and
Administration) Rules, 2014, is available on the Company's website- www.thangamayil.com.
30) NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the year. Eight Board Meetings and four Audit Committee Meetings were convened
and held. The details of which are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013.
31) SUBSIDIARIES, JOINT VE' ITU RES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company.
32) DEPOSITS
The details of deposits remain unpaid during the year under review are furnished
hereunder:
SI.No |
Particulars |
Rs in Lakhs |
1 |
Amount remained unpaid or unclaimed as at the end of the year |
47.81 |
2 |
Whether there has been any default in repayment of deposits or payment of interest
thereon during the year and if so, number of such cases and the total amount involved |
Nil |
33) DIRECTORS
Smt. Yamuna Vasini Deva Dasi Non - executive and Non - Independent Director of the
Company retires by rotation and being eligible seeks reappointment. Your Board recommends
her re-appointment
34) DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they
fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so
as to qualify themselves to be appointed as Independent Directors under the provisions of
the Companies Act, 2013 and the relevant rules.
The Details of familiarisation programme arranged for independent directors have been
disclosed on website of the company and are available at www.thangamayil.com.
35) CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day business operations of
the company. The Company believes in "Zero Tolerance" against bribery,
corruption and unethical dealings / behaviours of any form and the Board has laid down the
directives to counter such acts. The code laid down by the Board is known as "code of
business conduct" which forms an Appendix to the Code. The Code has been posted on
the Company's website www.thangamayil.com. The Code lays down the standard procedure of
business conduct which is expected to be followed by the Directors and the designated
employees in their business dealings and in particular on matters relating to integrity in
the work place, in business practices and in dealing with stakeholde' The Code gives
guidance through examples on the expected behaviour from an employee in a given situation
and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance
with the Code. All Management Staff were given appropriate training in this regard.
36) STATUTORY AUDITORS
M/s. B.Thiagarajan & Co, Chartered Accountants (JCAI Registration No.: 004371S)
("M/s. BT & Co ") were appointed as Statutory Auditors of the Company, at
the 22nd AGM held on 4th August 2022 to hold office till the conclusion of the 27th AGM.
M/s BT & Co has confirmed that they are not disqualified from continuing as Auditors
of the Company.
The Report given by M/s. B.Thiagarajan & Co Chartered Accountants on the financial
statement of the Company for the financial year 2024-2025 is part of the Annual Report.
The Notes on financial statement referred to in the Auditor's Report are self-explanatory
and do not call for any further comments. The Auditor's Report does not contain any
qualification, reservation, adverse remark or disclaimer. During the year under review,
the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no
detail is required to be disclosed under Section 134(3)(ca) of the Act.
37) 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 has
appointed Mr.S .Muthuraju, a Company Secretary in Practice to undertake the Secretarial
Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as
"Annexure 5".
However, as per the amendment of SEBI(LODR),2015 dated 12th December,2024 it has become
mandatory from the current financial year to appoint the Secretarial Auditor as
recommended by the Board of Directors to be duly approved by the Shareholders with a term
of 5 years. Hence, the appointment of secretarial auditor has been taken up by the Company
and suitable resolution has been piaced before the shareholders for their approval in the
notice attached with Annual Report 2024-25.
38) COMMENTS ON AUDITORS' REPORT
There are no qualifications, reservations or adverse remarks or disclaimers made by
M/s. B. Thiagarajan & Co, Statutory Auditors, in their report and by Mr. S. Muthuraju.
Company Secretary in Practice, in his Secretarial Audit report.
The Statutory Auditors have not reported any incident of fraud to the Audit Committee
of the Company in the year under review.
39) INTERNAL AUDIT AND CONTROL SYSTEMS
The company has an effective in-house internal audit system. The persons are well
trained to cover various areas of verification inspection and system evaluation. All the
mandatory compliances required to be followed
under various statues are exhaustively covered in their scope. We have effective and
adequate internal audit and control systems, commensurate with our business size. Regular
internal audit visits to the operations are undertaken to ensure that high standards of
interna! controls are maintained at each level. Independence of the audit and compliance
function is ensured by the auditors' direct reporting to the Audit Committee. Details on
the composition and functions of the Audit Committee can be found In the chapter on
Corporate Governance of the Annua! Report.
40) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations.
41) ENHANCING STAKEHOLDERS VALUE
Your Company believes that its Members are among its most important stakeholders
Accordingly, your Company's operations are committed to the pursuit of achieving high
levels of operating performance and cost competitiveness, consolidating and building for
growth, enhancing the productive asset and resource base and nurturing overall corporate
reputation. Your Company is also committed to create value for its other stakeholders by
ensuring that its corporate actions positively impact the socio-economic and environmental
dimensions and contribute to sustainable growth and development.
42) PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has a Policy on Prohibition. Prevention and Redressal of Sexual Harassment
of women at workplace and matters connected therewith or incidental thereto covering all
the aspects as required under the "The Sexual Harassment of Women at Workplace
(Prohibition, Prevention and Redressal) Act, 2013. There were no such complaints received
under the policy during the year.
43) DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
Pursuant to the provisions of the Companies Act, 2013 and under regulation 25 of the
SEBI (Listing obligations and disclosure requirements) Regulations, 2015. the Board has
carried out an evaluation of its own performance, the directors individually as well as
the evaluation of the working of its Audit, Nomination & Remuneration Committees. The
manner in which the evaluation has been carried out has been explained in the Corporate
Governance Report.
The Audit Committee consists of the following members
a. Mr.S.M. Chandrasekaran - Chairman
b. Mr.N.jegatheesan - Member
c. Mrs. Rajakumari Jeevagan - Member
d. Mr.Ba.Ramesh - Member
The above composition of the Audit Committee consists of independent Directors viz.,
Mr. S.M. Chandrasekaran, Mrs.Rajakumari Jeevagan and Mr.N.jegatheesan who form the
majority.
The Company has established a vigil mechanism and overseas through the committee, the
genuine concerns expressed by the employees and other Directors The Company has also
provided adequate safeguards against victimization of employees and Directors who express
their concerns. The Company has also provided direct access to the chairman of the Audit
Committee on reporting issues concerning the interests of Company employees and the
Company.
44) ANNUAL EVALUATION BY THE BOARD
The evaluation framework for assessing the performance of Directors Comprises the
following key areas:
1. Attendance of Board Meeting and Board Committee Meetings
2. Quality of Contribution to Board deliberations
3. Strategic perspectives or inputs regarding future growth of Company and its
performance
A. Providing perspectives and feedback going beyond information provided by the
management
5. Commitment to shareholders and other stakeholder interests
The evaluation involves self-evaluation by the Board Members and subsequently
assessment by the Board of Directors. A member of the Board will not participate in the
discussion of his/ her evaluation.
45) PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code. All Directors and the designated employees have confirmed
compliance with the Code. The same has been displayed at the company's website at
www.thangamayil.com.
46) SHARES
a. Buy Back of Securities
The Company has not bought back any of its securities during the year under review.
b. Sweat equity
The Company has not issued any Sweat Equity Shares during the year under review.
c. Bonus shares
The Company has not issued any Bonus Shares during the year under review.
d. Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to the employees.
47) FORWARD-LOOKING STATEMENTS
Statements in the Board's Report and the Management Discussion & Analysis
describing the Company's objectives, expectations or forecasts may be forward-looking
within the meaning of applicable securities laws and regulations. Actual results may
differ materially from those expressed in the statement. Important factors that could
influence the Company's operations include domestic demand and demand and supply
conditions affecting selling prices, input availability and prices, changes in government
regulations, tax laws, economic developments within the country and other factors such as
litigation and industrial relations.
48) ACKNOWLEDGEMENTS
The Board of Directors place on record sincere gratitude and appreciation for all the
employees at all levels for their hard work, team spirit, cooperation and dedication
during the year.
Your Directors place on record their sincere thanks to bankers, suppliers, business
associates, consultants, and various Government Authorities for their continued support
extended to your Company's activities during the year under review. Your Directors also
acknowledge gratefully the shareholders for their support and confidence reposed on the
Company.
|
BY ORDER OF THE BOARD |
|
For ThangamayilJewellery Limited |
|
BALASAMA GOVINDA DAS - Managing Director |
|
Ba. RAMESH - Joint Managing Director |
|
N.B. KUMAR-Joint Managing Director |
Place: Madurai |
|
Date : May 15, 2025 |
|