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Tamboli Capital Ltd.

BSE: 533170 Sector: Financials
NSE: N.A. ISIN Code: INE864J01012
BSE 00:00 | 21 Oct 54.55 1.50
(2.83%)
OPEN

55.95

HIGH

55.95

LOW

52.60

NSE 05:30 | 01 Jan Tamboli Capital Ltd
OPEN 55.95
PREVIOUS CLOSE 53.05
VOLUME 2841
52-Week high 68.35
52-Week low 27.50
P/E 58.66
Mkt Cap.(Rs cr) 54
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 55.95
CLOSE 53.05
VOLUME 2841
52-Week high 68.35
52-Week low 27.50
P/E 58.66
Mkt Cap.(Rs cr) 54
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tamboli Capital Ltd. (TAMBOLICAPITAL) - Director Report

Company director report

To

The Members

The Directors of Tamboli Capital Limited present their 12th Report with Auditedfinancial statements of the Company for the year ended on March 31 2020.

1 Financial Results :

2019-2020 2018-2019
Revenue from operations 261.75 174.12
Profit before Interest Depreciation and Tax 144.59 141.61
Finance Cost 0.00 0.01
Profit before Depreciation and Tax 144.59 141.60
Depreciation 0.06 0.04
Profit/(Loss) before Tax and Exceptional items 144.53 141.56
Tax Expense 13.55 12.65
Deferred Tax/(Credit) - (0.01)
Exceptional Items - -
Net Profit/(Loss) after Tax 130.98 128.92
General Reserve - 59.48
Balance carried forward 130.98 69.44

2 Operations:

The standalone revenue from operations increased by 50% over the last year whileprofit after tax increased marginally the increase in standalone revenue is due to theaddition of trading activities during the year.

Consolidated revenue from operations is almost the same as last year while profitafter tax decreased from ' 696.27 Lacs to ' 405.14. The Company could not dispatch certainfinished goods in March 2020 due to CoVID-19 pandemic subsequent lockdown and rejectionsin certain products during the year which resulted in lower profit. Consolidated networth of the Company is at ' 7277.13 Lacs while cash and cash equivalents is at ' 3315.11Lacs.

During the year under review the Company has commenced trading activities as new lineof business.

3. Dividend:

The Directors are pleased to recommend a Dividend for the period ended March 31 2020 @' 0.50 per share i.e. 5% on 9920000 Equity shares for the financial year 2019-2020amounting to ' 49.60 Lacs.(Previous year ' 69.44 Lacs) subject to approval of the membersat this Annual General Meeting.

4. Change in financial reporting standards:

The Ministry of Corporate Affairs issued "The Companies (Indian AccountingStandards) Rules 2015 and amendment thereto "The Companies (Indian AccountingStandards) Amendment Rules 2016 as converged version of International Financial ReportingSystem (IFRS). Further "General instructions for preparation of Balance Sheet andStatements of Profit and Loss of a Company" for compliance and implementation ofsaid rules are also notified by Govt. As per MCA notification your company has preparedthe financial statements for the year under reviewing as per the Indian accountingStandards (Ind AS) for your approval.

5. Reserves:

The Board of Directors of the Company has proposed not to transfer any amount togeneral reserves.

6. Deposits:

During the period under review Company has not accepted or renewed any deposits fromthe public.

7. 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 ends of the financialyear of the Company and date of this report.

8. 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.

9. Details of Directors and Key Managerial Personnel:

Mr. Bipin F. Tamboli (DIN: 00145948) Chairman resigned from the Board effective from14.11.2019. The Board of Directors placed on record the sincere appreciation for thevaluable contributions of Mr. Bipin F. Tamboli Chairman since inception of the Company.

As per the terms of appointment Independent Director Mr. Pradeep H. Gohil (DIN:03022804) ceased to be a Director of the Company w.e.f. 20.05.2020. The Board of Directorsplaced on record the sincere appreciation for the valuable contributions of Mr. Pradeep H.Gohil during the tenure of his directorship with the Company

Mr. Anand Bharatkumar Shah (DIN: 00509866) was appointed as an additional directorw.e.f. 09.05.2020 his terms of office expires at this Annual General Meeting. He beingeligible offer himself for appointment. As per section 149 of the Companies Act 2013 andRegulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and upon receipt of recommendation of Nomination and Remuneration Committee in terms ofSection 160(1) of the Companies Act 2013 recommending Mr. Anand Bharatkumar Shah as acandidature for the office of Director he is being now proposed to be appointed as anIndependent Director to hold office as per his tenure of appointment mentioned in theNotice of Annual General Meeting of the Company.

10. Declaration received from 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. Number of Meetings of the Board of Directors:

Four (4) board meetings were held during the period under review. Board meeting datesare (1) 11.05.2019 (2) 08.08.2019 (3) 14.11.2019 and (4) 12.02.2020 Details ofattendance of Directors at the Board Meetings during the financial year 2019-2020 and atthe last Annual General Meeting held on 08.08.2019 are given below:

Name Position Meetings held during the tenure of Directors Meetings attended Attendance at the last AGM held on 08.08.2019
Mr. Vaibhav B. Tamboli * Chairman CEO & Whole Time Director 4 4 Yes
Mr. Bipin F. Tamboli ** Chairman and Director 2 2 Yes
Mr. Pradeep H. Gohil *** Non-Executive Independent Director 4 4 Yes
Dr. Abhinandan K. Jain Non-Executive Independent Director 4 4 Yes
Mrs. Neha R. Gada Non-Executive Independent Woman Director 4 2 No
Mr. Anand Bharatkumar Shah **** Non-Executive Independent Director N.A N.A N.A

* Re-designated as Chairman CEO & Whole Time Director effective from 14.11.2019.

** Resigned as Chairman and Directors of the Company effective from 14.11.2019

*** Cessation of term as on 20.05.2020.

**** Appointed on 09.05.2020.

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;

TAMBOLI CAPITAL LIMITED

12nd ANNUAL REPORT 2019-20

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 meets 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.

16. Listing:

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. Mrs. Neha R. Gada Independent Director- Member
3. Mr. Anand B. Shah Independent Director- Member
4. Mr. Vaibhav B. Tamboli Chairman CEO & Whole Time 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 three (3) members/directors and all members areIndependent directors. The Nomination and Remuneration Committee and Policy are incompliance with Section 178 of the Companies Act 2013 read along with the applicablerules thereto and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. All appointment(s) of Director(s) Whole-time Director(s) KeyManagerial Person(s) are being made on recommendations of Nomination and RemunerationCommittee. A Nomination and Remuneration Policy has been formulated pursuant to theprovisions of Section 178 and other applicable provisions of the Companies Act 2013 andRules thereto stating therein the Company's policy on appointment and remuneration ofDirectors and Key Managerial Personnel which was approved and adopted by the Board ofDirectors. The Nomination and Remuneration Policy is attached with the report as 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 http://" 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:

Name of the Company

Balance outstanding as on 1.4.2019

Transaction during the year 2019-2020

Balance outstanding as on 31.3.2020

Paid Repayment received
Tamboli Chemico (India) Pvt. Ltd. 1890000 - 990000 900000

(ii) The company has made investments as per the following details:

Name of the Company

Balance outstanding as on 1.4.2019

Transaction during the year 2019-2020

Balance outstanding as on 31.3.2020

Purchase Sales
Tamboli Castings Ltd. 2900000 equity shares of ' 10.00 each 29000000 29000000
Tamboli Chemico (India) Pvt. Ltd. 11000 equity shares of ' 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 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: ' Nil

(ii) Foreign Exchange Outgo: ' 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 ' 10 cr. and net worthnot exceeding ' 25 cr. as on the last date of the previous year. Paid up capital and networth 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 Managerial Personnel or employee receivingremuneration of ' 850000/- per month or ' 10200000/- per annum and therefore noparticulars are required to be furnished under section 197(12) of the Act read with Rules5(2) and 5(3) of the Companies (Appointment an Remuneration of Managerial Personnel)Rules 2014.

b) No remuneration being paid to Directors of the Company during the year under reviewexcept sitting fees paid for attending 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 7.18% in remuneration paid to CFO during the year.

c. The percentage increase in the median salaries of employees in the financial year:2.27%.

d. The number of permanent employees on the rolls of the Company: There are 4 (Four)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 3.50 to 4.00%.

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. However statement containing the names of top ten employees will be made availableon request sent to the Company on email ID: direct1@tambolicapital.in

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 2020. The Secretarial Audit Report issued byMr. Ashish Shah Company Secretary in form MR-3 is enclosed and forms a part of thisreport.

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.

33. Auditors:

At the 9th Annual General Meeting (AGM) the members appointed M/s P A R K& Co. Chartered Accountants as Statutory Auditors of the Company for a period of 5years till the conclusion of 14th AGM. 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' Reportwhich requires any further explanation 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 of Womanat 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.

36. Details in Respect of Frauds Reported By Auditors Under Sub-Section (12) Of Section143 other Than Those Which are Reportable to The Central Government

No frauds have been noticed or reported during the year under audit report which isreportable to the Central Government.

37. Compliance with Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.

38. Acknowledgement:

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

BY ORDER OF THE BOARD OF DIRECTORS Vaibhav B. Tamboli

Chairman CEO & Whole Time Director DIN: 00146081

Registered Office:

Mahavir Palace 8-A Kalubha Road Bhavnagar

Gujarat 364 002 Dated: June 13 2020 Place: Bhavagar

Annexure-II

Form No. MGT-9

Extract of Annual Return As on financial year ended on 31.03.2019 [Pursuant to section92(3) of the Companies Act 2013 & rule 12(1) of the Companies (Management andAdministration) Rules 2014]

I. Registration and Other details:

i) CIN : L65993GJ2008PLC053613

ii) Foreign Company Registration No./GLN : Not Applicable

iii) Registration Date : 17.04.2008

iv) Name of the Company : TAMBOLI CAPITAL LIMITED

v) Category/Sub Category of the Company : Public Limited Company Limited by Shares

vi) Address of the Registered Office and : Mahavir Palace 8-A Kalubha RoadBhavnagar

contact details Gujarat-364 002

Phone No. : +91 8866541222 Fax No. : +91 278 252 0064 E-mail: direct1@tambolicapital.in

vii) Website : www.tambolicapital.in

viii) Name of the police station having : Bhavnagar

jurisdiction where the registered office is situated

ix) Address for correspondence if different : No from address of registered office

x) Whether shares are listed on recognized : Yes stock exchange(s)If yes details ofstock BSE Ltd. exchanges where share are listed Scrip Code is: 533 170

xi) Name and address of Registrar & : MCS Share Transfer Agent Ltd.

Transfer Agents (RTA) 201 2nd Floor Shatdal Complex Opp. Bata Show Room

Ashram Road Ahmedabad-380 009.

Ph. No. : 91 079 2658 0461 Fax No. : 91 079 2658 1296 E-mail: mcsahmd@gmail.com

II. Principal business activities of the Company:

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-

Sr. Name and description of main No. products/services NIC Code of the product/ service % to total turnover of the Company
1 Income from Interest and dividends 64200 67.75%
2 Sales of silver articles 47990 32.25%

III. Particulars of Holding Subsidiary and Associate Companies:

Sr. Name and address of No. the Company CIN/GLN Holding/ Subsidiary/ Associate % of shares held Applicable section
1 Tamboli Castings Limited Survey No. 207 1-2 & 208/2 B/H GEB Sub Station Sidsar Road Vartej Bhavnagar 364 060 U27320GJ2004PLC044926 Subsidiary 100% Section 2(87)(ii)

IV. Shareholding pattern (Equity share capital breakup as percentage of total equity):

i) Category-wise shareholding:

Category of shareholders

No. of shares held at the beginning of the year

No. of shares held at the end of the year

% Change during

Demat Physical Total % of total shares Demat Physical Total % of total shares
A. Promoters & Promoters Group
(1) Indian
(a) Individual/HUF 4950400 - 4950400 49.90 4950000 - 4950000 49.90 Nil
(b) Central Govt./ State Govt.(s) - - - - - - - -
(c) Financial Institutions/ Banks - - - - - - - - -
(d) Any Other
Bodies Corporate 224600 - 224600 2.27 224600 - 224600 2.27 Nil
Sub Total (A) (1) 5175000 - 5175000 52.17 5174600 - 5174600 52.16 Nil
(2) Foreign
(a) Individuals (Non Resident Individual/Foreign Individuals)
(b) Government - - - - - - - - -
(c) Institutions - - - - - - - - -
(d) Foreign Portfolio Investor - - - - - - - - -
(e) Any Other - - - - - - - - -
Sub Total (A) (2) - - - - - - - - -
Total shareholding of Promoter an Promoter Group (A)=(A)(1)+(A)(2) d 5175000 5175000 52.17 5174600 5174600 52.16 Nil
B. Public Shareholding
(1) Institutions
(a) Mutual Funds - - - - - - - -
(b) Venture Capital Funds - - - - - - - -
(c) Alternate Investment Funds - - - - - - - -
(d) Foreign Venture Capital Investors - - - - - - - -
(e) Foreign Portfolio Investors - - - - - - - -
(f) Financial Institutions/ Banks - - - - - - - -
(g) Insurance Companies 216309 - 216309 2.18 59404 - 59404 0.60 -1.58
(h) Provident Funds/ Pension Funds - - - - - - - -
(i) Others (Specify) - - - - - - - -
Sub Total (B) (1) 216309 - 216309 2.18 59404 - 59404 0.60 -1.58
(2) Central Government/ State Government(s)/President of In dia
(a) Govt. - - - - 49104 - 49104 0.50 +0.50
Sub Total (B) (2) - - - - 49104 - 49104 0.50 +0.50
(3) Non Institutions
(a) Individuals
(ai) Individual shareholders holding nominal share capital upto ' 2 La 2299861 167495 2467356 24.87 2369291 105495 2474786 24.95 +0.08
(aii) Individual shareholders holding nominal share capital in excess o ' 2 Lakh 1254459 1254459 12.65 1394501 1394501 14.06 +1.41
(b) NBFC registered with RBI - - - - - - - - -
(c) Employee Trusts - - - - - - - - -
(d) Overseas Depositories (holding DRs) (balancing figure)
(e) Others (Specify)
(e1) Hindu Undivided Families 256614 - 256614 2.59 260390 - 260390 2.62 +0.03
(e2) Bodies Corp. 243359 244 243603 2.46 246040 20 246060 2.48 +0.02
(e3) Non Resident Indians 306659 - 306659 3.09 261155 - 261155 2.63 -0.46
Sub Total (B) (3) 4360952 167739 4528691 45.65 4531377 105515 4636892 46.74 +1.09
Total public shareholding (B) = (B)(1)+(B)(2)+(B)(3) 4577261 167739 4745000 47.83 4639885 105515 4745400 47.84 0.01
C. Non Promoter Non Public - - - - - - - - -
Grand Total (A+B+C) 9752261 167739 9920000 100.00 9814485 105515 9920000 100.00 -

ii) Shareholding of promoter:

Sr. Shareholders Name No.

Shareholding at the beginning of the year

Shareholding at the end of the year

% change In shareholding during the year

No. of shares % of total shares of the Company % of shares Pledged/ Encumbered to total shares No. of shares % of total shares of the Company % of shares Pledged/ Encumbered to total shares
1 Vaibhav Bipin Tamboli 3450352 34.78 Nil 3450352 34.78 Nil Nil
2 Bipin F. Tamboli - HUF 486112 4.90 Nil 486112 4.90 Nil Nil
3 Bharatiben Bipinchandra Tamboli 478400 4.82 Nil 478400 4.82 Nil Nil
4 Mehulkumar Bipinchandra Tamboli 429808 4.33 Nil 483008 4.87 Nil +0.54
5 Mebhav Investment Pvt. Ltd. 224600 2.26 Nil 224600 2.26 Nil Nil
6 Julieben Mehulkumar Tamboli 53600 0.54 Nil Nil Nil Nil -0.54
7 Nikita Vaibhav Tamboli 48000 0.48 Nil 48000 0.48 Nil Nil
8 P.A. Subramanian 3200 0.03 Nil 3200 0.03 Nil Nil
9 Annushree M. Tamboli 928 0.01 Nil 928 0.01 Nil Nil
Total 5175000 52.17 Nil 5174600 52.16 Nil Nil

iii) Change in Promoters' shareholding (Please specify if there is no change):

Sr. No. Shareholding of each Directors and each Key Managerial Personnel

Shares at the beginning of the year

Cumulative shareholding during the year

No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 5175000 52.17 5175000 52.17
Date wise Increase/Decrease in Promoters shareholding during the year specifying the reasons for increase/decrease (e.g Allotment/ transfer/bonus/sweat Equity etc.
1 Vaibhav Bipin Tamboli
01.04.2019 - Opening 3450352 34.78 3450352 34.78
No transactions during the year
31.03.2020 - Closing 3450352 34.78
2 Bipin F. Tamboli - HUF
01.04.2019 - Opening 486112 4.90 486112 4.90
No transactions during the year
31.03.2020 - Closing 486112 4.90
3 Bharatiben Bipinchandra Tamboli
01.04.2019 - Opening 478400 4.82 478400 4.82
No transactions during the year
31.03.2020 - Closing 478400 4.82
4 Mehulkumar Bipinchandra Tamboli
01.04.2019 - Opening 429808 4.33 429808 4.33
24.01.2020 - Inter-se Transfer 53200 0.54 483008 4.87
31.03.2020 - Closing 483008 4.87
5 Mebhav Investment Pvt. Ltd.
01.04.2019 - Opening 224600 2.26 224600 2.26
No transactions during the year
31.03.2020 - Closing 224600 2.26
6 Julieben Mehulkumar Tamboli
01.04.2019 - Opening 53600 0.54 53600 0.54
24.01.2020 - Inter-se Transfer -53200 -0.53 400 0.01
07.02.2020 - Market Sell -400 -0.01 0 0.00
31.03.2020 - Closing 0 0.00
7 Nikita Vaibhav Tamboli
01.04.2019 - Opening 48000 0.48 48000 0.48
No transactions during the year
31.03.2020 - Closing 48000 0.48
8 P.A. Subramanian
01.04.2019 - Opening 3200 0.03 3200 0.03
No transactions during the year
31.03.2020 - Closing 3200 0.03
9 Annushree M. Tamboli
01.04.2019 - Opening 928 0.01 928 0.01
No transactions during the year
31.03.2020 - Closing 928 0.01
At the end of the year 5174600 52.16 5174600 52.16

iv) Shareholding pattern of top ten shareholders (Other than Directors Promoters andholders of GDRs and ADRs:

Sr. No.

Shareholding at the beginning of the year

Cumulative shareholding during the year

For Each of top 10 shareholders No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 1073647 10.82 1073647 10.82
Date wise Increase/Decrease in Promoters shareholding during the year specifying the reasons for increase/decrease (e.g Allotment/ transfer/bonus/sweat Equity etc.
1 Rajiv Garg
01.04.2019 - Opening 200000 2.02 200000 2.02
19.07.2019 - Market Purchase 3500 0.04 203500 2.05
20.09.2019 - Market Purchase 1500 0.01 205000 2.06
27.09.2019 - Market Purchase 2185 0.02 207185 2.09
18.10.2019 - Market Purchase 1815 0.02 209000 2.11
25.10.2019 - Market Purchase 2000 0.02 211000 2.13
31.03.2020 - Closing 211000 2.13
2 Shashank S. Khade
01.04.2019 - Opening 92404 0.93 92404 0.93
24.05.2019 - Market Purchase 1209 0.01 93613 0.94
26.07.2019 - Market Purchase 30186 0.30 123799 1.25
08.11.2019 - Market Purchase 81 0.00 123880 1.25
15.11.2019 - Market Purchase 13639 0.14 137519 1.39
29.11.2019 - Market Purchase 23409 0.24 160928 1.62
06.12.2019 - Market Purchase 12390 0.12 173318 1.75
27.12.2019 - Market Purchase 800 0.00 174118 1.76
17.01.2020 - Market Purchase 3000 0.03 177118 1.79
31.03.2020 - Closing 177118 1.79
3 Sandeep Talwar
01.04.2019- Opening 104061 1.05 104061 1.05
27.03.2020 - Market Purchase 3000 0.03 107061 1.08
31.03.2020 - Closing 107061 1.08
4 Monita Ajaybhai Shah
01.04.2019- Opening 98725 1.00 98725 1.00
No transaction during the year
31.03.2020 - Closing 98725 1.00
5 D. Srimathi
01.04.2018 - Opening 86806 0.88 86806 0.88
No transaction during the year
31.03.2020 - Closing 86806 0.88
6 Madhuri Madhusudan Kela
01.04.2019 - Opening 75000 0.76 75000 0.76
No transaction during the year
31.03.2020 - Closing 75000 0.76
7 Bikram Chaudhary
01.04.2019 - Opening 67904 0.68 67904 0.68
No transaction during the year
31.03.2020 - Closing 67904 0.68
8 Vinod Aachi
01.04.2019 - Opening 73030 0.74 73030 0.74
28.02.2020 - Market Sell -1000 -0.01 72030 0.73
31.03.2020 - Closing 72030 0.73
9 Life Insurance Corporation of India
01.04.2019 - Opening 216309 2.18 216309 2.18
21.06.2019 - Market Sell -2430 -0.02 213879 2.16
29.06.2019 - Market Sell -17656 -0.18 196223 1.98
18.10.2019 - Market Sell -1840 -0.02 194383 1.96
25.10.2019 - Market Sell -11000 -0.11 183383 1.85
08.11.2019 - Market Sell -5050 -0.05 178333 1.80
15.11.2019 - Market Sell -20000 -0.20 158333 1.60
22.11.2019 - Market Sell -5000 -0.05 153333 1.55
29.11.2019 - Market Sell -7405 -0.07 145928 1.47
03.01.2020 - Market Sell -5000 -0.05 140928 1.42
10.01.2020 - Market Sell -12200 -0.12 128728 1.30
17.01.2020 - Market Sell -15000 -0.15 113728 1.15
24.01.2020 - Market Sell -8835 -0.09 104893 1.06
07.02.2020 - Market Sell -5000 -0.05 99893 1.01
14.02.2020 - Market Sell -10000 -0.10 89893 0.91
21.02.2020 - Market Sell -15000 -0.15 74893 0.75
28.02.2020 - Market Sell -11474 -0.12 63419 0.64
06.03.2020 - Market Sell -4015 -0.04 59404 0.60
31.03.2020 - Closing 59404 0.60
10 Batlivala & Karani Capital Pvt. Ltd.
01.04.2019 - Opening 59408 0.60 59408 0.60
21.02.2020 - Market Sell -3629 -0.04 55779 0.56
31.03.2020 - Closing 55779 0.56
At the End of the year (or on the date of separation if separated during the year) 1010827 10.19 1010827 10.19

v) Shareholding of Directors and Key Managerial Personnel:

Sr. No.

Shareholding at the beginning of the year

Cumulative shareholding during the year

For Each of the Directors and KMP No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 3451352 34.79 3451352 34.79
Date wise Increase/Decrease in Promoters shareholding during the year specifying the reasons for increase/decrease (e.g Allotment/ transfer/bonus/sweat Equity etc.
1 Vaibhav Bipin Tamboli
01.04.2019 - Opening 3450352 34.78 3450352 34.78
No transactions during the year
31.03.2020 - Closing 3450352 34.78
2 Abhinandan Kumar Jain
01.04.2019 - Opening Nil Nil Nil Nil
No transactions during the year
31.03.2020 - Closing Nil Nil Nil Nil
3 Pradeep Hardevsinhji Gohil (Term ceas id on 20.05.2020)
01.04.2019 - Opening Nil Nil Nil Nil
No transactions during the year
31.03.2020 - Closing Nil Nil Nil Nil
4 Neha R. Gada
01.04.2019 - Opening Nil Nil Nil Nil
No transactions during the year N
31.03.2020 - Closing Nil Nil Nil Nil
5 Anand B. Shah (Appointed on 09.05.2020)
01.04.2019 - Opening 28704 0.29 28704 0.29
No transactions during the year
31.03.2020 - Closing 28704 0.29
6 Vipul H. Pathak
01.04.2019 - Opening 1000 0.01 1000 0.01
No transactions during the year
31.03.2020 - Closing 1000 0.01
7 Priyanka Dineshkumar Jasani
01.04.2019 - Opening Nil Nil Nil Nil
No transactions during the year
31.03.2020 - Closing Nil Nil Nil Nil
At the End of the year 3480056 35.08 3480056 35.08

V. Indebtedness:

Indebtedness of the Company including interest outstanding/accrued but not due forpayment:

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount Nil Nil Nil Nil
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not due Nil Nil Nil Nil
Total (i+ii+iii) Nil Nil Nil Nil
Change in Indebtedness during the year
- Addition Nil Nil Nil Nil
- Reduction Nil Nil Nil Nil
Net Change Nil Nil Nil Nil
Indebtedness at the end of the financial year
i) Principal Amount Nil Nil Nil Nil
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not due Nil Nil Nil Nil
Total (i+ii+iii) Nil Nil Nil Nil

VI. Remuneration of Directors and Key Managerial Personnel:

A Remuneration to Managing Director Whole-time Directors and/or manager:

Sr. Particulars of Remuneration Name of M D/WTD/M anager

Total Amount

No. Mr. Vaibhav B. Tamboli Whole Time Director and CEO **
1 Gross Salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 Nil Nil
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 Nil Nil
(c) Profits in lieu of salary under section 17(3) Income tax Act 1961 Nil Nil
2 Stock Option Nil Nil
3 Sweat Equity Nil Nil
4 Commission
- as % of profit Nil Nil
- others specify Nil Nil
5 Others please specify
Sitting fees for attending board & committee meetings 79500 79500
Total (A) 79500 79500
Ceiling as per the Act ' 722650 (excluding sitting fees) -

B Remuneration to other Directors:

Sr. Particulars of Remuneration

Name of Director

Total
No. Mr. P.H. Gohil Dr. A.K. Jain Mrs. N.R. Gada Mr. A. B. Shah (Appointed on 09.05.20) Mr. B.F. Tamboli (Resigned on 14.11.19) Amount
1 Independent Directors
- Fees for attending Board & committee meetings 80500 81000 44000 N.A - 205500
- Commission - - - - - -
- Others please specify - - - - - -
Total-1 80500 81000 44000 N.A - 205500
2 Other Non-executive Directors
- Fees for attending Board & committee meetings 37000 37000
- Commission - - - - - -
- Others please specify - - - - - -
Total -2 - - - 37000 37000
Total (B) (1) + (2) - - - - - 242500
Total Managerial Remuneration 80500 81000 44000 N.A 37000 242500
Overall ceiling as per the Act

' 144530 (excluding sitting fees)

C Remuneration to Key Managerial Personnel Other than MD/WTD/Manager:

Sr. Particulars of Remuneration No.

Ker Managerial PersonnelTotal

Amount

CEO Company Secretary CFO
1 Gross Salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 Nil 156000 780000 936000
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 Nil N.A N.A N.A
(c) Profits in lieu of salary under section 17(3) Income tax Act 1961 Nil N.A N.A N.A
2 Stock Option Nil N.A N.A N.A
3 Sweat Equity Nil N.A N.A N.A
4 Commission N.A N.A N.A
- as % of profit Nil N.A N.A N.A
- others specify Nil N.A N.A N.A
5 Total Nil 156000 780000 936000

VII. Penalty/Punishment/Compounding of Offences:

Type Section of the Companies Act Brief Description Details of Penalty/ Punishment/ Compounding fees imposed Authority [RDNCLT Court] Appeal made if any (Give details)
A. Company
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil
B. Directors
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil
C. Other Officers in Default
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil

 

Place : Bhavnagar Vaibhav B. Tamboli Chairman CEO & Whole Time Director
Dated: June 13 2020 DIN: 00146081

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