Tamil Nadu Infrastructure Fund Management Corporation Ltd


Download Tamil Nadu Infrastructure Fund Management Corporation Ltd


Preview text

TAMIL NADU INFRASTRUCTURE FUND MANAGEMENT CORPORATION LTD
Regd Off: No.19, T P Scheme Road (Raja Street Extension), R A Puram, Chennai – 600 028.
SIXTH ANNUAL REPORT
2020-2021

TAMIL NADU INFRASTRUCTURE FUND MANAGEMENT CORPORATION LIMITED Regd. Office: Door No.19, TP Scheme Road, Raja Street Extension, R.A. Puram, Chennai-600028
CIN: U74900TN2015SGC101409 Website: www.tnifmc.com Phone No.: 044-2464 8400

NOTICE
Notice is hereby given that the Sixth Annual General Meeting (AGM) of the Members of Tamil Nadu Infrastructure Fund Management Corporation Limited will be held at TNIFMC Ltd, I Floor, No.19, TP Scheme Road (Raja Street Extension), R A Puram, Chennai- 600 028 on Tuesday, the 28th September 2021 at 11.00 A.M. to transact the following business:
ORDINARY BUSINESS
1. To receive, consider and adopt the Audited Balance Sheet of the Company as at March 31, 2021, the Statement of Profit and Loss and Cash Flow Statement for the financial year ended on that date together with the -Report of the Board of Directors and Auditors thereon;
2. To appoint Mr. S. Krishnan IAS., (DIN: 03439632) as Director, who retires by rotation and being eligible, offers himself for re-appointment.
3. To authorise the Board of Directors of the Company to fix the remuneration of the Statutory Auditors of the Company for the Financial Year 2021-22, subject to the appointment of Statutory Auditors by the Comptroller and Auditor General of India in terms of the provisions of the Companies Act, 2013 and to pass the following resolution, with or without modification(s) as Ordinary Resolution:
RESOLVED THAT subject to the appointment of Statutory Auditors by the Comptroller and Auditor General of India, the Board of Directors, based on the recommendation of the Audit Committee of. the Company be and are hereby authorised to decide and fix the remuneration of the Statutory Auditors of the Company for the Financial Year 2021-22, as may be deemed fit by the Board I Committee.
By order of the Board of Directors For Tamil Nadu Infrastructure Fund Management
Corporation Limited

Place: Chennai Date: 04.09.2021

Prashanthi.J Company Secretary

TAMIL NADU INFRASTRUCTURE FUND MANAGEMENT CORPORATION LIMITED Regd. Office: Door No.19, TP Scheme Road, Raja Street Extension, R.A. Puram, Chennai-600028
CIN: U74900TN2015SGC101409 Website: www.tnifmc.com Phone No.: 044-2464 8400

BOARDS’ REPORT

The Directors have pleasure in presenting the Sixth Annual Report of the Tamil Nadu Infrastructure Fund Company (“your Company” or “TNIFMC”), together with the audited financial statements for the year ended March 31, 2021.

I.

FINANCIAL HIGHLIGHTS (STANDALONE):

(Amount in ₹ Lakhs)

Particulars Equity and Liabilities: Share Capital Reserves and Surplus Non- Current Liabilities Current Liabilities

2020-21
3230.00 (1817.58)
42.68 658.79

2019-20
3230.00 (2004.44)
6.68 484.51

Total
Assets: Non-current assets

2113.89 323.37

1716.75 349.42

Current assets Total

1790.52 2113.89

1367.34 1716.76

Particulars Gross Income (-) Expenditures
Net Profit before Tax (-) Tax
Net Profit after Tax

2020-21 2126.39 1938.05
188.34 1.48
186.86

(Amount in ₹ Lakhs)
2019-20 1187.94 1390.61
(202.67) (4.44)
(198.23)

II. WEB ADDRESS OF YOUR COMPANY A copy of the annual return placed on the website of your Company www.tnifmc.com.
III. STATE OF COMPANY’S AFFAIRS During the year, despite of the pandemic conditions, your Company has increased its revenues to the tune of Rs. 21.26 crore and resultant operating profit of Rs. 1.87 crore signaling a turn around.
Your Company has made significant efforts in raising of funds as well as deployment of the same in potential infrastructure projects in order to achieve the twin objective of a) creation of

infrastructure facilities in Tamil Nadu and b) to generate a reasonable return to the investors. With respect to fund mobilization we have received commitment of Rs. 249 crore from Government of Tamil Nadu under World Bank assisted Tamil Nadu Habitat and Housing Development project into Tamil Nadu Shelter Fund (TNSF).
Further the negotiation with another multilateral agency Asian Development Bank (ADB) to the tune of Rs.245 crore has been progressing during the year. Besides the above, we had initiated discussions with one International Investor – M/s. Al Thurya Corporation, Saudi Arabia and a MoU has been signed with them for a total commitment of USD 650 million across 3 funds ($650 million -TNIF-500million; TNSF-100 million; TNESSF-50 million).
With respect to deployments, though handicapped with lockdowns, we were able to make some progress in respect of both TNSF and TNIF. Under TNIF, we have successfully finalized the formalities for forming the SPV - Tamil Nadu Wilderness Experiences Corporation Limited – in association with Forest department to take care of the proposed investments of Eco-Tourism project. We are also in an advanced stage of concluding a deal with a private promoter for an affordable housing project in the city of Chennai to cater to the needs of Urban Housing.
It is witnessed that India has emerged as a natural destination for investments with positively ranked in ease of doing business index. Your company is expected to make use of this advantageous scenario by strategically positioning its investment approach, choice of assets and investment contracts and to make a leap in the coming years.
IV. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS As per Section 134(3)(l) of Companies Act, 2013, there are no material changes and commitments affecting financial position of your company that has occurred during the period from March 31, 2020 till the date of this report.
V. DIVIDEND The Directors have not recommended any dividend for the financial year 2020-21.
VI. AMOUNT TO BE CARRIED FORWARD TO RESERVES There has been no transfer to reserves during the year.
VII. SUBSIDIARY COMPANIES / ASSOCIATES / JOINT VENTURES Your Company does not have Subsidiary Company or Associate Company or a Joint Venture Company.
VIII. SHARE CAPITAL UPDATE The Paid-up Share Capital of your Company is 3,23,000 shares of Rs.1,000/- each.

IX. DIRECTORS AND KEY MANAGERIAL PERSONNEL

BOARD OF DIRECTORS: Your Company has its Board of Directors constituted in accordance with the provisions of the Companies Act, 2013. The Board of Directors of your Company as at March 31, 2021 stood as under:

Name of Directors as on 31st March 2021 Mr. K. Shanmugam* Mr. S. Krishnan Mr. Balachandran M** Mr. Keshav N Desiraju** Mr. V. Rajan$

Designation Director Director
Independent Director Independent Director
Nominee Director

Director Identification No. (DIN)

Date of Appointment

00794191

15/07/2015

03439632

15/07/2015

00205358

11/02/2021

07372233

11/02/2021

03219552

27/07/2018

** Two Independent Directors Mr. Balachandran M and Mr. Keshav N Desiraju have been reappointed for a second term of five years at the Extra-ordinary General Meeting held on February 12, 2021. The following changes in Board took place after March 31, 2021:
*Mr. K. Shanmugam has resigned from the Board on April 27, 2021 consequent to his retirement as Chief Secretary of Tamil Nadu. The Board placed on record sincere appreciation for services rendered during his tenure as Chairperson and Director on the Board. $ National Housing Bank had nominated Mr. Vineeth Singhal as Nominee Director in the place of Mr. V. Rajan. The Board inducted Mr. Vineeth Singhal in the Board Meeting held on July 19, 2021.
None of the Directors of your Company are disqualified from being appointed as Directors as per Section 164 of the Companies Act, 2013.
KEY MANAGERIAL PERSONNEL (KMP):
In accordance with the provisions of the Section 2(51) and Section 203 of Companies Act, 2013 read with Companies (Appointment and Remuneration of Key Managerial Personnel) rules, the following persons are the Key Managerial Personnel of your Company.

Names of KMP as on March 31, 2021 Mr. Krishnamurthy Vijayan Ms Niroopa Rani* Ms J. Prashanthi

Designation CEO CFO CS

Date of Appointment 06/10/2015 27/10/2020 28/07/2016

*Ms. Niroopa Rani was appointed as Chief Financial Officer on October 27, 2020. Ms S Sujatha resigned on account of her superannuation from Government service on April 30, 2020.

X. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS Your Company has received necessary declaration from Independent Directors of your Company under Section 149(7) of the Act, declaring that they meet the criteria of Independence as laid down in Section 149(6) of the Act read with Rule 5 of Companies (Appointment and Qualification of Directors) Rules, 2014.
XI. INTEGRITY, EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTORS The Independent Directors of your Company, at the time of their re-appointment, were evaluated on their level of integrity, expertise and experience.
Further, your company has not appointed any new Independent Director during the year.
XII. COMPLIANCES UNDER COMPANIES ACT, 2013: Pursuant to Section 134 of Companies Act, 2013 read with Companies (Accounts) Rules, 2014, details of compliances under Companies Act, 2013 are given below:

A. Board Meetings held during the year:

During the financial year 2020-21, 4 (Four) Board Meetings were held on 26th June 2020, 01st July 2020, 27th October 2020 and 21st January 2021. The gap between two meetings was within the limit of the period prescribed under Companies Act, 2013.

Attendance of Board of Directors for the Board Meeting held during FY 20-21 are given below.

S. No

Name of Directors

DIN Designation

1 Mr. K. Shanmugam, IAS

00794191

Director

No. of meetings
held during their tenure
4

No. of meetings Attended
1

2 Mr. S. Krishnan, IAS

03439632

Director

4

4

3 Mr. Balachandran M

00205358

Independent

4

4

Director

4 Mr. Keshav N Desiraju

07372233

Independent

4

4

Director

5 Mr. V Rajan

03219552

Nominee

4

4

Director

The last Annual General Meeting of your Company was held on September 28, 2020.

B. Audit Committee

The Committee comprises of two Independent Directors Mr. Keshav N Desiraju, Mr. Balachandran M and one Non-Executive Director, Mr. S. Krishnan, IAS.,

During the year, Audit Committee meetings were held on 26th June 2020, 27th October 2020 and 29th March 2021.

Attendance of the Directors for the Audit Committee Meetings held during the year are given below

S. No Name of Directors
1 Mr. Keshav N Desiraju 2 Mr. Balachandran M 3 Mr. S. Krishnan

Designation
Independent Director
Independent Director Director

Status

No. of meetings held
during their tenure

No. of meetings Attended

Chairman

3

3

Member

3

3

Member

3

3

The Board of Directors of your Company had accepted all the recommendations made by the Audit Committee of your Company.
C. Nomination and Remuneration Committee The Committee comprises of two Independent Directors, Mr. Balachandran M, Mr. Keshav N Desiraju, and one Non-Executive Director Mr. K. Shanmugam, IAS.,

During the financial year 2020-21, Nomination and Remuneration Committee meetings were held on 25th June 2020, 27th October 2020 and 21st January 2021.

S.No

Name of Directors

1

Mr. Balachandran M

2

Mr. Keshav N Desiraju

3

Mr. K. Shanmugam

Designation
Independent Director
Independent Director Director

Status Chairman Member Member

No. of meetings held during their tenure
3
3
3

No. of meetings Attended
3
3
1

The Board of Directors of your Company had accepted all the recommendations made by the Nomination and Remuneration Committee of your Company.
D. Company’s Policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, Independence of a Director and other matters provided under sub-section (3) of section 178: Your Company has a policy in place for identification of independence, qualifications and positive attributes of Directors. TNIFMC has put in place a Remuneration Policy for the Directors, Key Managerial Personnel, Senior Management and other employees.

E. Separate Meeting of Independent Directors During the year a separate meeting of Independent Directors was held on March 01, 2021.

F. Board Evaluation Pursuant to the provisions of the Companies Act, 2013, formal annual evaluation on performance of the Board, its Committees and of individual Directors for the year 2020-2021 has been commenced and in the process of finalization.
G. Corporate Social Responsibility (CSR) Your Company has not crossed the threshold prescribed under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and hence the rules governing Corporate Social Responsibility are not applicable to this company.
H. Directors’ Responsibility Statement To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements referred to in Section 134(3) (c) & 134 (5) of the Companies Act, 2013:
a) In the preparation of the Annual accounts for the year ended March 31, 2021, the applicable accounting standards had been followed along with proper explanation relating to material departures.
b) For the financial year ended March 31, 2021, the accounting policies as mentioned in Note 1 to the financial statements, have been applied 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 your Company and of the Profit and Loss of your Company for the year ended March 31, 2021.
c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.
d) The annual accounts have been prepared on a going concern basis. e) The proper systems to ensure compliance with the provisions of all applicable laws is in place
and that such systems are adequate and operating effectively.
I. EXTRACT OF ANNUAL RETURN The Company has placed a copy of the annual return on its website www.tnifmc.com, and therefore, extract of the annual return in the prescribed Form MGT-9 is not required to be enclosed.
J. AUDITORS Statutory Auditors M/s. M Kuppuswamy PSG & CO LLP, Chartered Accountants were appointed by the Comptroller and Auditor General of India (C&AG) vide powers conferred under section 143(5) as Statutory Auditors for the year 2020-21 under Section 139 of the Companies Act, 2013. The Board of Directors of your Company had fixed Rs.2,00,000/- plus applicable taxes, if any, as the Statutory Audit fees.

Qualifications in Audit Reports There is no qualification, reservation or adverse remark made by the Statutory Auditors.
K. INTERNAL AUDIT In line with section 138 of the Companies Act, 2013, M/s R. Subramanian & Co LLP, carried out periodical internal audits. The Audit Committee reviews the reports periodically.
L. SECRETARIAL AUDIT Secretarial Audit is not applicable to your Company.
M. DEPOSITS: Your Company has not accepted any deposits from the Public.
N. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF YOUR COMPANY There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company.
O. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013 There are no loans, guarantees or investments made by your Company under the provisions of Section 186 of the Companies Act, 2013 during the year under review.
P. RELATED PARTY TRANSACTIONS In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements as required by the applicable accounting standards. All related party transactions are being reported to the Audit Committee.
Q. PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 Your Company has one employee namely Mr. Krishnamurthy Vijayan, Chief Executive Officer whose remuneration exceeds the limits as prescribed under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. In terms of Section 136 of the Companies Act, 2013, the report and financial statements are being sent to the shareholders excluding the information on employees’ particulars, which is available for inspection by the Members at the registered office of your Company during business hours on working days of your Company up to the date of the Annual General Meeting.

Preparing to load PDF file. please wait...

0 of 0
100%
Tamil Nadu Infrastructure Fund Management Corporation Ltd