The Directors of Tamboli Capital Limited present their 11th Report with Auditedfinancial statements of the Company for the year ended March 31 2019.
1 Financial Results :
| ||2018-2019 ||2017-2018 |
|Revenue from operations ||174.12 ||175.93 |
|Profit before Interest Depreciation and Tax ||141.61 ||151.75 |
|Finance Cost ||0.01 ||0.02 |
|Profit before Depreciation and Tax ||141.60 ||151.73 |
|Depreciation ||0.04 ||0.04 |
|Profit/(Loss) before Tax and Exceptional items ||141.56 ||151.69 |
|Tax Expense ||12.65 ||15.45 |
|Deferred Tax/(Credit) ||(0.01) ||(0.01) |
|Exceptional Items ||- ||- |
|Net Profit/(Loss) after Tax ||128.92 ||136.25 |
|General Reserve ||59.48 ||66.81 |
|Balance carried forward ||69.44 ||69.44 |
The standalone consolidated revenues and profit after tax during the year are in linewith last years numbers. Company continues to have an EBITDA margin of 25% for the fullyear.
The Directors are pleased to recommend a Dividend for the period ended March 31 2019 @र 0.70 per share i.e. 7% on 9920000 Equity shares for the financial year 2018-2019amounting to र 69.44 Lacs.(Previous year र 69.44 Lacs) subject to approval of themembers at this Annual General Meeting.
The Board of Directors of the Company proposes र 59.48 Lacs to be transferred togeneral reserves.
During the period under review Company has not accepted or renewed any deposits fromthe public.
6 Material Changes and Commitments affecting the financial position of theCompany:
In terms of Section 134(3)(i) of the Companies Act 2013 it is reported that exceptas disclosed elsewhere in this report no material changes and commitments which couldaffect the Company's financial position have occurred between the ends of the financialyear of the Company and date of this report.
7 Significant and material orders:
There are no material orders passed by Regulators Courts or Tribunals impacting thegoing concern status and company's operations in future.
8 EGM held during the year:
Extra Ordinary General Meeting of the Members of the Company was held on March 23 2019at Hotel Nilambag Palace Bhavnagar Gujarat. The members have approved the agenda itemswith majority the necessary compliances in this regard were made by the Company.
9 Details of Directors and Key Managerial Personnel:
Mr. Bipin F. Tamboli (DIN: 00145948) Chairman and Director of the Company retires byrotation and being eligible offers himself for re-appointment.
During the year under review Mrs. Neha R. Gada (DIN: 01642373) was appointed as anIndependent Director of the Company on 26.05.2018 whose appointment was confirmed by themembers in the previous AGM of the Company held on 13.08.2018.
Mr. Tushar B. Dalal (DIN: 00205589) has resigned w.e.f. 13th August 2018. The Board ofDirectors placed on record the sincere appreciation for the valuable contributions of Mr.Tushar B. Dalal during the tenure of his directorship with the Company
Mrs. Bharati B. Tamboli (DIN: 00083392) has resigned w.e.f. 3rd November 2018. TheBoard of Directors placed on record the sincere appreciation for the valuablecontributions of Mrs. Bharati B. Tamboli during the tenure of her directorship with theCompany
10 Statement on declaration given by Independent Directors:
Pursuant to Section 149(6) of the Companies Act 2013 Independent Directors of theCompany have made a declaration confirming the compliance of the conditions of theIndependence stipulated in the aforesaid section.
11 Six (6) board meetings were held during the period under review. Board meetingdates are (1) 15.05.2018 (2) 26.05.2018 (3) 13.08.2018 (4) 03.11.2018 (5) 25.01.2019and (6) 20.02.2019. Details of attendance of Directors at the Board Meetings during thefinancial year 2018-2019 and at the last Annual General Meeting held on 13.08.2018 aregiven below:
|Name ||Position ||Meetings held during the tenure of Directors ||Meetings attended ||Attendance at the last AGM held on 13.08.2018 |
|Mr. Bipin F. Tamboli ||Chairman and Director ||6 ||5 ||Yes |
|Mr. Tushar B. Dalal * ||Non-Executive Independent Director ||2 ||1 ||N.A |
|Mr. Pradeep H. Gohil ||Non-Executive Independent Director ||6 ||6 ||Yes |
|Mrs. Bharati B. Tamboli ** ||Non-Executive Non Independent Woman Director ||3 ||3 ||Yes |
|Dr. Abhinandan K. Jain ||Non-Executive Independent Director ||6 ||5 ||Yes |
|Mr. Vaibhav B. Tamboli ||Whole Time Director and CEO ||6 ||6 ||Yes |
|Mrs. Neha R. Gada *** ||Non-Executive Independent Woman Director ||4 ||4 ||Yes |
* Resigned from the Board of Directors of the Company effective from 13.08.2018
** Resigned from the Board of Directors of the Company effective from 03.11.2018
*** Appointed as Director effective from 26.05.2018
The intervening gap between the meetings was within the period prescribed under theCompanies Act 2013.
12 Directors' Responsibility Statement:
As required under clause (c) of sub-section (3) of section 134 of the Companies Act2013 directors to the best of their knowledge and belief state that:
i) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
ii) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
iii) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
iv) the directors had prepared the annual accounts on a going concern basis;
v) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
vi) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
13 Annual evaluation by the Board of its own performance its committees:
During the year Nomination and Remuneration Committee has reviewed performanceevaluation of the Promoter Directors and Independent Directors of the Company. Evaluationwas made on the basis of following assessment criteria:
i) Attendance in Board meeting and committee meetings active participation in themeetings and giving inputs on time in the minutes.
ii) Stick to ethical standards and code of conduct of the Company and timely submissionof disclosure of interest.
iii) Interpersonal relationship with other directors and management.
iv) Active contribution in growth of the Company
v) Compliances with policies. Immediately reporting fraud violation statutory mattersetc.
Based on the evaluation of Nomination and Remuneration Committee the board iscollectively of the opinion that the overall performance of the Board committees thereofand the individual Directors are satisfactory and conducive to the growth and progress ofthe Company and meet the requirements.
14 Corporate Social Responsibility (CSR):
Based on criteria determined in section 135 of the Companies Act 2013 concerningapplicability of Corporate Social Responsibility this provision is not applicable to theCompany at present.
15 Internal Control Systems:
The Company has an adequate system of internal financial control procedures which iscommensurate with the size and nature of business. Detailed procedural manuals are inplace to ensure that all the assets are safeguarded protected against loss and alltransactions are authorised recorded and reported correctly. The internal control systemsof the Company are monitored and evaluated by internal auditors and their audit reportsare periodically reviewed by the Audit Committee of the Board of Directors.
The Equity shares of the Company are listed on BSE Ltd. under Scrip Code: 533170.
17 Subsidiaries Joint Ventures and Associate Companies:
The Company has one wholly owned subsidiary but does not have any associate companywithin the meaning of Section 2(6) of the Companies Act 2013.
|Sr. No. ||Name of entity ||CIN/LLPIN |
|1 ||Tamboli Castings Limited ||U27320GJ2004PLC044926 |
The salient features of the financial statement of subsidiary company is given in formAOC-1 annexed herewith as "Annexure-I" and forms part of this report.
18 Extract of Annual Return:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure II" and forms part of this report.
19 Audit Committee:
The Company has formed an Audit Committee as required under the provisions of Section177 of the Companies Act 2013 and under Regulation 18 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Composition of Audit Committee comprisedof following directors:
|1. Dr. Abhinandan K. Jain ||Independent Director- Chairman |
|2. Mr. Pradeep H. Gohil ||Independent Director- Member |
|3. Mr. Bipin F. Tamboli ||Promoter Director - Member |
|4. Mr. Vaibhav B. Tamboli ||Whole Time Director and CEO - Member |
|5. Mrs. Neha R. Gada ||Independent Director- Member |
The scope of audit committee is defined as under:
i) To approve financial results and to recommend it to Board for their approval with orwithout modification.
ii) To take note of compliance of legal requirements applicable to Company.
iii) To review changes in accounting policies and practices if any.
iv) To take note of irregularities or fraud in the business activity of the Company ifany.
v) To take note of payment of statutory dues of the Company
vi) To review internal audit findings and to take note of qualification in the internalaudit report if any.
vii) To approve related party transactions and to recommend it to Board for theirapproval with or without modification.
20 Nomination and Remuneration Policy:
The Board of Directors of the Company has already constituted "Nomination andRemuneration Committee" consisting of four (4) members/directors 2(two) members ofthe committee are Independent directors. The Nomination and Remuneration Committee andPolicy are in compliance with Section 178 of the Companies Act 2013 read along with theapplicable rules thereto and Regulation 19 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. All appointment(s) of Director(s) Whole-timeDirector(s) Key Managerial Person(s) are being made on recommendations of Nomination andRemuneration Committee. A Nomination and Remuneration Policy has been formulated pursuantto the provisions of Section 178 and other applicable provisions of the Companies Act2013 and Rules thereto stating therein the Company's policy on appointment andremuneration of Directors and Key Managerial Personnel which was approved and adopted bythe Board of Directors. The Nomination and Remuneration Policy is attached with the reportas Annexure-III
21 Whistle Blower Policy:
The Company has formulated a Whistle Blower Policy to establish a vigil mechanism forDirectors Employees and other Stakeholders of the Company to report concerns aboutillegal and unethical practices unethical behavior actual or suspected fraud orviolation of the Company's Code of Conduct or Ethics Policy which is available on theCompany's website www.tambolicapital.in
22 Risk Management Policy:
During the year the Management of the Company had evaluated the existing RiskManagement Policy of the Company. The Risk Management policy has been reviewed and foundadequate and sufficient to the requirement of the Company. The Management has evaluatedvarious risks and that there is no element of risk identified that may threaten theexistence of the Company.
23 Code of conduct for Prevention of Insider Trading:
The Company has adopted amended "Code of Conduct for Prevention of Insider Tradingand Fair Disclosure of Unpublished Price Sensitive Information" in View of SEBI(Prohibition of Insider Trading) [Amendment] Regulation 2018 and subsequent amendment toSEBI (PIT) Regulation and interalia defines policy to determine "LegitimatePurpose". The necessary preventive actions including closure of trading window onany price sensitive events information are taken care. All covered person have givendeclarations affirming compliance with the said code. The detailed amended policy isuploaded on Company's website.
24 Particulars of loans guarantees OR Investments:
(i) The company has given loans as per the following details:
| || ||Transaction during the year 2018-2019 || |
|Name of the Company ||Balance outstanding as on 1.4.2018 ||Paid ||Repayment ||Balance outstanding as on 31.3.2019 |
| || || ||received || |
|Tamboli Castings Ltd ||53600000 ||- ||53600000 ||Nil |
|Tamboli Chemico (India) Pvt. Ltd. ||1890000 ||- ||- ||1890000 |
(ii) The company has made investments as per the following details:
| || ||Transaction during the year 2018-2019 || |
|Name of the Company ||Balance outstanding as on 1.4.2018 ||Purchase ||Sales ||Balance outstanding as on 31.3.2019 |
|Tamboli Castings Ltd || || || || |
|2900000 equity shares of र 10.00 each ||29000000 ||- ||- ||29000000 |
|Tamboli Chemico (India) Pvt. Ltd. || || || || |
|11000 equity shares of र 10.00 each ||110000 ||- ||- ||110000 |
25 Particulars of Contracts or Arrangements with Related Parties:
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub section (1) of section 188 of the Companies Act 2013including arms length transactions under third proviso thereto is annexed in AnnexureIV
26 Conservation of Energy Technology Absorption and Foreign Exchange Earningsand Outgo:
A Conservation of Energy:
(i) the steps taken or impact on conservation of energy; N.A.
(ii) the steps taken by the Company for utilizing alternate sources of energy; N.A.
(iii) the capital investment on energy conservation equipments; N.A.
B Technology Absorption:
(i) the efforts made towards technology absorption; N.A.
(ii) the benefits derived like product improvement cost reduction product developmentor import substitution; N.A.
(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year): N.A.
(a) the details of technology imported; N.A.
(b) the year of import; N.A
(c) whether the technology been fully absorbed; N.A
(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof; N.A.
(iv) the expenditure incurred on Research and Development: N.A
C Foreign Exchange Earnings and Outgo:
The Details of foreign exchange earnings and outgo are as follows:
(i) Foreign Exchange Earning: र Nil
(ii) Foreign Exchange Outgo: र Nil
Note: Since the Company does not have any manufacturing operations during the yearunder review details of Conservation of Energy Technology Absorption are not applicableto the Company.
27 Corporate Governance:
As per amended provisions of Regulation 15(2) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 provisions of corporate governance are notapplicable to listed Companies having paid up capital not exceeding र 10 cr. and networth not exceeding र 25 cr. as on the last date of the previous year. Paid up capitaland net worth of the Company not exceeding the prescribed limit in previous year henceprovisions of Corporate Governance are not applicable to the Company.
28 Management Discussion and Analysis:
As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Management Discussion and Analysis Report is enclosed.
29 Managerial Remuneration: a) The Company does not have any Key ManagerialPersonnel or employee receiving remuneration of र 850000/- per month or र10200000/- per annum and therefore no particulars are required to be furnished undersection 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment anRemuneration of Managerial Personnel) Rules 2014. b) No remuneration being paid toDirectors of the Company during the year under review except sitting fees paid forattending meetings of the Board and Committees.
30 Particulars of Employees:
The information required under section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given below:
a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year: No remuneration being paid to anyDirector of the Company except sitting fees paid for attending the Board meeting andcommittee meeting and therefore ratio of the remuneration of each director to the medianremuneration of employee is not provided.
b. The percentage increase in remuneration of each director Chief Executive OfficerChief Financial Officer Company Secretary in the financial year: As mentioned above noneof the Directors are receiving any remuneration from the Company. However there is anincrease of 14.80% in remuneration paid to CFO and an increase of 12.12% in remunerationpaid to Company Secretary during the year.
c. The percentage increase in the median salaries of employees in the financial year:5.62%
d. The number of permanent employees on the rolls of the Company: There are 3 (Three)permanent employees on the roll of the Company.
e. Average percentile increase already made in the salaries of the employee other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: The averageannual increase was around 6 to 15%.
f. The Company affirms remuneration is as per the remuneration policy of the Company.
There is no employee covered under section 197(12) of the Companies Act 2013 read withRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
31 Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard on the recommendations of the Audit Committee has appointed Mr. Ashish ShahPracticing Company Secretary to conduct the Secretarial Audit of the Company for thefinancial year ended 31st March 2019. The Secretarial Audit Report issued by Mr. AshishShah Company Secretary in form MR-3 is enclosed and forms a part of this report.
Comment of Secretarial Audit Report:
There is no adverse comment in the Secretarial Auditors' report which requires anyfurther explanation under Section 134 of the Companies Act 2013.
32 Cash Flow Statement:
As required under Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with the Stock Exchanges the Cash Flow Statement isattached to the Balance Sheet.
At the 9th Annual General Meeting (AGM) the members appointed M/s PARK & Co.Chartered Accountants as Statutory Auditors of the Company for a period of 5 years tillthe conclusion of 14th AGM subject to ratification at every AGM.
However Ministry of Corporate Affairs vide its Notification dated 7th May 2018amended provisions of Rule 3(7) of Companies (Audit and Auditors) Rules 2014 andaccordingly provisions of requirement of ratification of appointment of auditor at everygeneral meeting is dispensed with. Therefore at the ensuing general meeting members arenot required to ratify Auditor's appointment and M/s P A R K & Co. CharteredAccountants will continue to act as auditors of the Company till financial year 2021-22.
Comment on Auditors' Report:
There is no adverse comment in the Auditors' Report which requires any furtherexplanation under Section 134 of the Companies Act 2013
34 Maintenance of Cost Records as specified by the Central Government under SubSection (1) of Section 148 of the Companies Act 2013 and status of the same:
The provisions regarding maintenance of cost records as specified by the CentralGovernment under Sub Section (1) of Section 148 of the Companies Act 2013 are notapplicable to the Company.
35 Constitution of Internal Complaints Committee under the Sexual Harassment ofWomen at work place (Prevention Prohibition And Redressal) Act 2013
As the Company is not having ten women employees employed during the year theprovisions regarding establishment of Internal Complaint Committee under the SexualHarassment of Woman at Workplace (Prevention Prohibition and Redressal) Act 2013 are notapplicable to the Company. However the Company ensures security of woman at workplace.
The Directors wish to place on record and acknowledge their appreciation and gratitudefor the continued cooperation and support received from the Central Government the StateGovernment of Gujarat Regulatory Bodies participating Financial Institutions/Banks andits Clients employees and consultants. Your Directors further thank the fraternity ofMembers/Shareholders for their continued confidence reposed in the management of theCompany
|Registered Office: ||BY ORDER OF THE BOARD OF DIRECTORS |
|Mahavir Palace 8-A Kalubha Road ||B. F. Tamboli |
|Bhavnagar ||CHAIRMAN |
|Gujarat 364 002 ||DIN : 00145948 |
|Dated: May 11 2019 || |