| Tamilnadu Jaibharath Mills Limited

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Sa bP ASAP EREDAR MEET wis | TAMILNADU JAIBHARATH MILLS LIMITED _ | Works : Malayankulam Village, Chidambarapuram - 627754, Sankarankovil Taluk, TAMILNADYU Phone : 04636-222091- (3 lines), Fax : 04636 - 222634 JaiBharath E-mail ; [email protected] GSTIN. 33AABCTO153J1ZJ CIN - Uf7141 TN1989PLC018267

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TNIB/AGM-31* /2020/ © 78 The Secretary Le 12-2020 Bombay Stock Exchange Ltd., 1* Floor, New Trading Building, Phiroze Jeejeebhoy Towers, Dial Street, Mumbai.

Scrip Code: 521038

Dear Sir / Madam,

Sub: Notice of Annual General Meeting and Book Closure

We are pleased to inform you that the 31°* Annual General Meeting of the Company will be held on Wednesday, 23% December, 2020 at 4.30 P.M through Video Conferencing (“VC”) / Other Audio Visual Means “OAVM").

Pursuant to Section 91 of the Companies Act, 2013, read with Rule 10 of the Companies (Management and Administration) Rules, 2014 and Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby give you the Notice of closure of Registrar of Members and Share Transfer Register from 17.12.2020 to 23.12.2020 (both days inclusive).

This is for your information and record.

Thanking you,

Yours faithfully, for Tamilnadu Jai Bharath Mills Ltd.,

T.R.Dhinakaran CMD

Register Office : 212, Ramasamy Nagar, Aruppukottal-£26 158, Vieudhunagar Dist, Tam/inadu.Phone: 04506-240507 Fax: 04566-240507, [email protected], balutn|[email protected]

TAMILNADU JAI BHARATH MILLS LIMITED REGD.OFFICE : 212, RAMASAMY NAGAR, ARUPPUKOTTAI - 616 105 PH.NO.04566-241088, Email ID ; [email protected] —

Notice of the 31°_Annual General Mecting of the Shareholders

Notice is hereby given that the 31% Annual General Mecting of the company. will be held on Wednesday the 23 December, 2020 at 4.30 P.M at the Registered Office of the Company at No.212, Ramasamy Nagar, Aruppukottai— 626 105 to transact the following business;

ORDINARY BUSINESS :

1. To receive, consider and adopt the audited Profit and Loss Account for the year ended 3i* March, 2020 and the Audited Balance Sheet as on that date and the reports of the Board of Directors and Auditors thereon.

SPECIAL BUSINESS

2. Appointment of Smt. Rajendran Jamuna as a Director To consider and if thought fit, to pass the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act} and the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended from time to time, Smt. Rajendran Jamuna (DIN: 08615534), who was appointed as an Additional Director by the Board on 28.11.2019 and who holds office upto the date of this Annual General Meeting in terms of Section 161 of the Act, and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act, signifying its intention to propose Smt. Rajendran Jamuna as a candidate for the office of Director of the Company, be and is hereby appointed as a Director of the Company

3. Approval of Related Party transactions for the year 2019-2620 by Special Resolution.

The Directors recommend the resolution as set out in the Notice for the approval by the members as a Special Resolution.

“ Resolved that pursuant to the provisions of Section 188 read with Rule 15 of Companies ( Meetings of Board and its Powers) Rules, 2014 and all other applicable provisions if any of the Companies Act, 2013 , consent of the members of the Company be and is hereby accorded by Special Resolution for the below related party transactions”.

SLNo. Name of the Company / Firm Interested AMOUNT Directors Rs

Transaction Type : Cotton Waste Sales Aruppukottai Shri Ramalinga Spinners 4 Pvt. Ltd., Sri T.R. Dhinakaran 145555 Ms.D.Kothai ; MD Daugher

2 Lakshmi Electrical Drives Lid., Sri D.Senthilkumar 1003369

; Textile Division - Sunspintex, Anamalai | MD Son

Transaction Type : Cotton Waste Purchase

1 Shri Ramalinga Mills Ltd., Sri T.R. Dhinakaran 6162295 Sri D.Senthilkumar MD Son

$ri.T.R.Dhinakaran, 2 Aruppukottai Sri Ramalinga Spinners Pvt. Ltd., Ms. D. Kothai MD Daughter 2095082

Transaction Type : Interest Paid

1 Shri T.R.Dhinakaran MD 49522330 Manoj kumar kedia Kedia Enterprises Director 770000

MD Spouse & Smt. D. Nirmala Shareholder 1001379 T.R.Dhinakaran 4 Aruppukottai Shri Ramalinga Spinners | Ms. D.Kothai Pvt. Ltd., MD Daughter 12822 Transaction Type : Rent Paid (Machinery) ; Sri D.Senthilkumar 1 Harshni Textiles Limited, Coimbatore MD Son 24908

Transaction Type : Services

Hank Yarn Obligation Received

Sri T.R. Dhinakaran 4 Shri Ramalinga Mills Ltd Sri D. Senthilkumar 134010

Aruppukottai MD Son LORRY FREIGHT PAID

i: Nirmala & Company Sri D. Senthilkumar 109800

MD Son Shri.D.Senthilkumar MD Son Ms. D.Kothai 2 Sri Ramasamy & Company MD Daughter 3600 Transaction Type : Services Conversion charges Received

Sri T.R.Dhinakaran

Aruppukottai Shri Ramalinga Spinners | Ms. D. Kothai 4 Pvt. Ltd., Aruppukottai MD Daughter 9953495

Transaction Type: Unsecured Loan Received

4 Shri.T.R. Dhinakaran Managing Director 25100000

Shri.T_.R.Dhinakaran Shri.D.Senthiikumar 2 Shri Ramalinga Mills Lid., MD Son 10000000 Shri. T.R._Dhinakaran Aruppukottai Shri Ramalinga Spinners | Ms. D. Kothai 3 Pvt Ltd., MD Daughter 4500000 MD Spouse & 4 Smt. D. Nirmala Shareholder 30500000

Transaction Type: Old Machinery & Spares Sales

1 Shri T.R.Dhinakaran MD 5300000 Transaction Type : Old Machinery & Spares Sales

1 Shri Ramalinga Mills Ltd., Shri. T.R.Dhinakaran 5685342

4. Sale of Fixed Asssets undertaking under Section 180 (4) (a) of the Companies Act, 2013.

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution

“RESOLVED THAT pursuant to the provisions of section 180(1}(a) and other applicable provisions, if any, of the Companies Act, 2013, and the relevant Rules framed there under (including any statutory modification(s) or re-enactment thereof, for the time being in force), and the enabling provisions in the Memorandum of Association and Articles of Association of the Company, approval and consent of the members of the Company be and is hereby granted to the Board of Directors to sell and transfer the fixed assets including land, Building, Plant & Machinery & other assets at Malayankulam Village, Sankarankovil and certain identified assets of the Company which are specific to the manufacture, at a fair value which will not be lower than a book value of assets at Malayankulam Village, of Tamilnadu Jai Bharath Mills Limited, Sankarankovil.

Place : Aruppukottai By order of the Board Date : 29.6.2020 ¥.R.Dhinakaran, Chairman and Managing Director

NOTES : A Member entitled to attend and vote is entitled to appoint a Proxy to attend and vote instead of himself / herself. Such Proxy need not be a member of the Company. Proxies, in order to be effective must be received by the company not less than 48 hours before the Annual General Meeting.

A person can act as a Proxy on behalf of Members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent, of the total share capital of the Company carrying voting rights may appoint a single person as Proxy and such person shali not act as Proxy for any other person or shareholder.

The Register of Members and the Share Transfer Books of the company will remain closed from 17.12.2020 to 23.12.2020 (both days inclusive).

Members are requested to bring their copies of the Annual Report io the Meeting.

Members / Proxies should bring the attendance slip duly filled in for attending the Meeting.

As per SEBI directive, it shall be mandatory for every participant in the securities market to furnish self attested copy of the PAN (Permanent Account Number) card to the Company / RTA for registration of transfer of shares in physical form and shareholders holding shares in Electronic form are requested to submit their PAN details to their Depository participant.

E-voting facility is being provided as mentioned in the next to Explanatory Statement.

Members holding shares in electronic mode are requested to furnish their email id to the respective Depository Participant (DP) and those whe are holding shares in physical mode are requested to furnish their email id to the Company / RTA to facilitate easy and faster dispatch of Notices of General Meetings and other communications by electronic mode from time to time. EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 102 OF THE COMPANIES ACT, 2013. item No.2 Board of Directors of the company through resolution passed in their meeting held on 1* day of December, 2019 appointed Smt. Rajendran Jamuna (DIN. 08615534) as Additional Director of the company by the Board on 01.12.2019 and who holds office upto the date of this Annual General Meeting in terms of Section 161 of the Companies Act, 2013 approval of the member’s of the company is required for regularization of Smt. Rajendran Jamuna as Director of the company.

The Directors recommend the resolution as set out in the Notice for the approval by the members as a Special Resolution.

Item No.3 The related party transaction mentioned above have been approved by the Audit Committee as they are at arms length and transparent transactions and was also approved by the Board of Directors. The Board recommends that the above Special Resolution may be passed by the shareholders.

The Directors and Key Managerial Personnel of the respective companies concerned / interested in the resolutions being Directors and Key Managerial personnel and / or shareholders to the extent of their shareholding in the company will not vote on the resolution.

The Directors recommend the resolution as set out in the Notice for the approval by the members as a Special Resolution. Item No.4

Members of the Company are further requested to note that Section 180 (1)\(a) of the Companies Act, 2013 mandates that the Board of Directors of a company shall exercise the power to sell, lease or otherwise dispose of the whole or substantially the whole of any undertaking(s) of the company, only with the approval of the members of the Company by way of a special resolution. Explanation (i) to Section 180(1) (a) of the Companies Act, 2013 states that the meaning of an ‘undertaking’ for the purposes of Section 180(1) of the Companies Act, 2013 is an undertaking in which the investment of the company exceeds twenty percent of its net worth as per the audited balance sheet of the preceding financial year or an undertaking which generates twenty percent of the total income of the company during the previous financial year. Explanation (ii) to Section 180 (1)(a) of the Companies Act, 2013 states that the meaning of ‘substantially the whole of the undertaking’ for the purposes of Section 180(1) is in any financial year, twenty percent or more of the value of the undertaking as per the audited balance sheet of the preceding financial year.

Accordingly, pursuant io Section 180(1}(a) of the Companies Act, 2613, members of the Company are further requested to note that their consent to the Board is being sought by way of a Special Resolution to sell and transfer, the Fixed assets including land Building Plants & Machinery & other assets at Malayankulam Village, Sankarankovil of the Company and certain identified assets which are specific to the manufacture at a fair value which will not be lower than a book value of the assets at the Malayankulam village plant of Tamilnadu Jai Bharath Mills Limited , Sanakarankovil.

The Directors recommend the resolution as set out in the Notice for the approval by the members as a Special Resolution.

Place : Aruppukottai By order of the Board Date: 29.06.2020 T.R.DHINAKARAN Chairman and Managing Director

1. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020, physical attendance of the Members to the AGM venue is not required and annual general meeting (AGM) be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.

2. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate thereat and cast their votes through e-voting.

3. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVYM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc, who are allowed to attend the AGM without restriction on account of first come first served basis.

4. The attendance of the Members attending the /AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013. 5. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-voting system as well as venue voting on the date of the AGM will be provided by NSDL.

6. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.tnjb.net.in The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) Le. .

7. AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.

Voting through electronic means

1. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed to be considered at the Annual General Meeting by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the Annual General Meeting (“remote ¢-voting”) will be provided by National Securities Depository Limited (NSDL).

Ul. The facility for voting through ballot paper shall be made available ai ihe AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.

Ill. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.

TV. The remote e-voting period commences on 20" December,2020 (9:00 am) and ends on 22% December,2020 (5:00 pm). During this period members’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 16" December, 2020, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafier. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Log-in to NSDL e-Voting system at Step 2 : Cast your vote electronically on NSDL e-Voting system. Details on Step 1 is mentioned below:

How to Log-into NSDL e-Voting website?

Manner of holding shares ie. Demat | Your User ID is: (NSDL or CDSL) or Physical

a) For Members who hold shares in 8 Character DP ID followed by 8 Digit demat account with NSDL. Client ID

For example if your DP ID is IN300*** and Client ID is 12****** then your user ID is IN300*** 12744444,

b) For Members who holdshares in 16 Digit Beneficiary ID demat account with CDSL. For example if your Beneficiary ID is 12*##444ee44442% then your user ID is [QEFEREEEEEE ES EE

c) For Members holding shares in} EVEN Number followed by Folio Physical Form. Number registered with the company

For example if folio number is 001*** and EVEN is 101456 then user ID is 101456001***

1. Your password details are given below:

a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

c) How to retrieve your ‘initial password’?

(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The -pdf file contains your ‘User ID’ and your “initial password’.

Gi if your email ID is not registered, your ‘initial password’ is communicated to you on your postal address.

% Ef you: are: unable. tay neteiewe. or have. not received the “ Initial password” or have forgotten your password:

a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www-evoting.nsdl.com.

b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www-.evoting nsdl.com.

c) Ifyou are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address.

After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

Now, you will have to click on “Login” button. After you click on the “Login” button, Home page of e-Voting will open. Details on Step 2 is given below: How to cast your vote electronically on NSDL e-Voting system?

1, After successful login at Step 1, you will be able to see the Home page of e-Voting.Click on e-Voting. Then,click on Active Voting Cycles. . After click on Active Voting Cycles, you will be able to see all the companies “EVEN” in bo which you are holding shares and whose voting cycle is in active status. Select “EVEN” of company for which you wish to cast your vote. . Now you are ready for e-Voting as the Voting page opens. . Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the ww number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted. Upon confirmation, the message “Vote cast successfully” will be displayed. You can also take the printout of the votes cast by you by clicking on the print option on mS the confirmation page. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1 Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to evotin: di.co.in.

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User_Reset_Password?” option available on www.evoting.nsdl.com to reset the password.

In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdi.com or call on toll free no.: 1800-222-990 or send a request [email protected]

"X.. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company ason thecut-offdate of 16" Beeember,2020.

XI. A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again ai the AGM.

XII. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.

XUI Mr. S. Muthu Raju, Practising Company Secretary (C.P.No.4181) has been appointed for as the Scrutinizer for providing facility to the members of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner.

XIV. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of “remote e-voting” or “Ballot Paper” or “Poling Paper” for all those members who are present at the AGM but have not cast their votes by availing the remote e- voting facility.

XV. ‘The Scrutinizer shali after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shali countersign the same and deciare the resuit of the voting forthwith.

XVI. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company tnjb.net.in and on the website of NSDL immediately after the declaration of result by the Chairman or @ person authorized by him in writing. The results shall also be immediately forwarded to the BSE Limited, Mumbai.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folic No., Name of shareholder, scarned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email fo [email protected]. in case shares are heid in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM/AGM ARE AS UNDER:- i. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting. 2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e- Voting and are otherwise not barred from doing so, shall be eligible to vote through e- Voting system in the AGM. . Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM. . The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be ihe same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access the same at hitps://www.evoting.nsdl.com under shareholders/members login by using the remote e-voting credentials. The link for VC/GAVM will be available in shareholder/members login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rosh. Further members can also use the OTP based login for logging into the e-Voting system of NSDL.

. Members are encouraged to join the Meeting through Laptops for better experience.

. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. it is therefore recommended to use Stable Wi- Fi or LAN Connection to mitigate any kind of aforesaid glitches.

Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at (company email id). The same will be replied by the company suitably.