The Directors of Tamboli Capital Limited present their Nineth Report withAudited Accounts of the Company for the year ended March 31 2017.
1 Financial Results:
| || ||(Rs. In Lacs) |
| ||2016-2017 ||2015-2016 |
|Revenue from operations ||163.68 ||134.85 |
|Profit before Interest Depreciation and Tax ||141.65 ||111.37 |
|Finance Cost ||- ||0.05 |
|Profit before Depreciation and Tax ||141.65 ||111.32 |
|Depreciation ||0.09 ||0.13 |
|Profit/(Loss) before Tax and Exceptional items ||141.56 ||111.19 |
|Tax Expense ||18.13 ||16.79 |
|Deferred Tax/(Credit) ||(0.01) ||(0.01) |
|Exceptional Items ||0.00 ||0.00 |
|Net Profit/(Loss) after Tax ||123.44 ||94.41 |
|Appropriations: || || |
|Proposed Dividend || |
|Corporate Dividend Tax ||0.00 ||0.00 |
|General Reserve ||54.00 ||34.89 |
|Balance carried forward ||69.44 ||0.00 |
* According to the revised AS 4-'Contingencies and events occurring after the balancesheet date' as notified by the Ministry of Corporate Affairs through amendments toCompanies (Accounting Standards) Amendment Rules 2016 the Company has not accounted forproposed dividend (including tax) as a liability for the year ended March 31 2017.
The standalone total Income during the year shows increase of 21.38% over the previousyear and Profit Before Tax shows increase of 27.31% over previous year. The consolidatedincome shows decrease of 8.79% over previous year. The consolidated Profit Before Taxshows increase of 4.40% over previous year consolidated operations include the operationsof Company's Wholly Owned Subsidiary Tamboli Castings Ltd. (TCL).
The Directors are pleased to recommend a Dividend for the period ended March 31 2017 @Rs. 0.70 per share i.e. 7% on 9920000 Equity shares for the financial year 2016-2017amounting to Rs. 69.44 Lacs. (Previous year Rs. 59.52 Lacs) subject to approval of themembers at this Annual General Meeting.
The Board of Directors of the Company proposes Rs. 54.00 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 the Company:
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 end 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 Details of Directors and Key Managerial Personnel:
Mr. Bipin F. Tamboli (DIN: 00145948) Chairman and Managing Director of the Companywill retire by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment.
During the year Mr. Vaibhav B. Tamboli (DIN: 00146081) was appointed as an AdditionalDirector of the Company with effect from February 11 2017 whose terms of appointmentexpires at the ensuing Annual General Meeting and being eligible for appointment. YourDirectors recommend his appointment as a regular Director of the Company.
9 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.
10 Four (4) board meetings were held during the period under review. Details ofattendance of Directors at the Board Meetings during the financial year 2016-2017 and atthe last Annual General Meeting held on 01.07.2016 are given below:
|Name ||Position ||Meetings held during the tenure of Directors ||Meetings attended ||Attendance at the last AGM held on 01.07.2016 |
|Mr. Bipin F. Tamboli ||Chairman and Managing Director ||4 ||4 ||Yes |
|Mr. Tushar B. Dalal ||Non-Executive Independent Director ||4 ||2 ||No |
|Mr. Pradeep H. Gohil ||Non-Executive Independent Director ||4 ||3 ||Yes |
|Mrs. Bharati B. Tamboli ||Non-Executive Non Independent Women Director ||4 ||4 ||Yes |
|Dr. Abhinandan K. Jain ||Non-Executive Independent Director ||4 ||4 ||Yes |
|Mr. Vaibhav B. Tamboli* ||Additional Director ||Nil ||N.A ||N.A |
* Appointed on February 11 2017.
The intervening gap between the meetings was within the period prescribed under theCompanies Act 2013.
11 Directors' Responsibility Statement pursuant to section 134(3)(c) of the CompaniesAct 2013.
The Directors hereby confirm that:
1 In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
2 the directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theprofit and loss of the company for that period;
3 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;
4 the directors had prepared the annual accounts on a going concern basis;
5 the directors had laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively; and
6 the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
12 Annual evaluation by the Board of its own performance its committees
During the year Board has made performance evaluation of the Promoter Directors andIndependent Directors of
the Company. Evaluation was 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.
The board is collectively of the opinion that the overall performance of the Boardcommittees thereof and the individual Directors is satisfactory and conducive to thegrowth and progress of the Company and meets the requirements.
13 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.
14 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.
16 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 sailent features financial statement of subsidiary company is given in form AOC-1is annexed herewith as "Annexure-I" and forms part of this report.
17 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.
18 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 Requirement) Regulation 2015. The Composition of Audit Committee comprised offollowing directors:
|1. Mr. Tushar B. Dalal ||Independent Director- Chairman |
|2. Mr. Pradeep H. Gohil ||Independent Director- Member |
|3. Mr. Bipin F. Tamboli ||Promoter Director - Member |
|4. Mrs. Bharati B. Tamboli ||Promoter Director - Member |
|5. Dr. Abhinandan K. Jain ||Independent Director- Member |
|6. Mr. Vaibhav B. Tamboli ||Additional Director - Member |
The scope of audit committee is defined as under:
i) To approve financial result 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.
19 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 DisclosureRequirement) Regulations 2015. All appointment(s) of Director(s) Whole-time Director(s)Key Managerial Person(s) are being made on recommendations of Nomination and RemunerationCommittee.
A Nomination and Remuneration Policy has been formulated pursuant to the provisions ofSection 178 and other applicable provisions of the Companies Act 2013 and Rules theretostating therein the Company's policy on appointment and remuneration of Directors and KeyManagerial Personnel which was approved and adopted by the Board of Directors. TheNomination and Remuneration Policy is attached with the report as Annexure-III
20 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
21 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.
22 Code of conduct for Prevention of Insider Trading:
The Company has established a code of conduct for Prevention of Insider Trading. Thenecessary preventive actions including closure of trading window around the time of anyprice sensitive events information are taken care. All covered person have givendeclarations affirming compliance with the said code. The detailed policy is uploaded onCompany's website.
23 Particulars of loans guarantees OR Investments:
(i) The company has given loans as per the following details:
|Name of the Company ||Balance outstanding as on 1.4.2016 || |
Transaction during the year 2016-2017
|Balance outstanding as on 31.3.2017 |
| || ||Paid ||Repayment received || |
|Tamboli Castings Ltd ||53600000 ||- ||- ||53600000 |
|Tamboli Chemico (India) Pvt. Ltd. ||1890000 ||- ||- ||1890000 |
(ii) The company has made investments as per the following details:
|Name of the Company ||Balance outstanding as on 1.4.2016 || |
Transaction during the year 2016-2017
|Balance outstanding as on 31.3.2017 |
| || ||Investment made ||Investment Sold || |
|Tamboli Castings Ltd 2900000 equity shares of Rs. 10.00 each ||29000000 ||- ||- ||29000000 |
|Tamboli Chemico (India) Pvt. Ltd. 11000 equity shares of Rs. 10.00 each ||110000 ||- ||- ||110000 |
24 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 Annexure IV
25 Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo:
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: Rs. Nil
(ii) Foreign Exchange Outgo: Rs. Nil
Note: Since the Company does not have any manufacturing operations details ofConservation of Energy Technology Absorption is not applicable to the Company.
26 Corporate Governance:
As per amended provisions of Regulation 15(2) of SEBI LODR provisions of corporategovernance are not applicable to listed Companies having paid up capital not exceedingRs.10 cr. and net worth not exceeding Rs.25 cr. as on the last date of the previous year.As paid up capital and net worth of the Company are not exceeded prescribed limitprovisions of Corporate Governance are not applicable to the Company.
27 Management Discussion and Analysis:
As per Regulation 34 of SEBI LODR Regulations 2015 Management Discussion and AnalysisReport is enclosed.
28 Managerial Remuneration:
a) The Company does not have any Key Managerial Personnel or employee receivingremuneration of Rs. 850000/- per month or Rs. 10200000/- per annum and therefore noparticulars are required to be furnished under section Section 197(12) of the Act readwith Rules 5(2) and 5(3) of the Companies (Appointment an Remuneration of ManagerialPersonnel) Rules 2014.
b) No remuneration being paid to Directors of the Company during the year under reviewexcept sitting fees paid for attending meetings of Board and Committees.
29 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 any Director of theCompany except sitting fees paid for attending Board meeting and committee meeting andtherefore ratio of the remuneration of each director to the median remuneration ofemployee 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 3.85% in remuneration paid to CFO during the year.
c. The percentage increase in the median salaries of employees in the financial year:3.74% p. a.
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 3 to 5% p.a.
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.
30 Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Companies Act 201 3 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 2017. The Secretarial Audit Report issued by Mr. AshishShah Company Secretary in form MR-3 is enclosed and forms a part of this report.
31 Cash Flow Statement:
As required under Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) 2015 with the Stock Exchanges the Cash FlowStatement is attached to the Balance Sheet.
SANGHAVI & COMPANY Chartered Accountants the statutory auditors of the Companyhold office till the conclusion of the 9th Annual General Meeting of the Company. Pursuantto provisions of Section 139 of the Companies Act 2013 read with rules framed thereunderexisting auditor of the Company is not eligible to continue as Auditor of the Company andtherefore board has recommended the appointment of PARK & Company (Firm RegistrationNo 116825W) Chartered Accountants as the Statutory Auditors of the Company to hold officefrom the conclusion of this Annual General Meeting till the conclusion of the 14th AnnualGeneral Meeting to be held in the year 2022 subject to ratification by the shareholdersannually it is accordingly proposed to appoint PARK & Company (Firm Registration No116825W) Chartered Accountants as Statutory Auditors of the Company in this Annual GeneralMeeting.
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.
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 AND MANAGING DIRECTOR |
|Gujarat 364 002 ||DIN : 00145948 |
|Dated: May 18 2017 || |