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Tembo Global Industries Ltd.

BSE: 535101 Sector: Others
NSE: TEMBO ISIN Code: INE869Y01010
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Tembo Global Industries Ltd. (TEMBO) - Director Report

Company director report

To

The Members

TEMBO GLOBAL INDUSTRIES LIMITED

( CIN: L29253MH2010PLC204331)

Regd. Plot No- PAP D- 146/ 147

TTC MIDC Turbhe

Navi Mumbai-400705.

Your Directors delightfully presents the 11thAnnual Report on the businessand operation of the Companytogether with the Audited Financial Accounts for the yearended 31st March 2021.

1. FINANCIAL HIGHLIGHT

Particulars 2020-21 2019-20
Revenue from Operation 1046240980 787266630
Other Income 1391944 1595376
Total Income 1047632924 788862006
Operating Depreciation and Other Expenses 978054758 739433543
Administrative and Finance Cost 23033675 15882326
Total Expenses 1001088433 755315869
Profit before Tax and prior period items 46544491 33546137
Less: Prior Period Expenses (257931)
Profit before Tax 46286560 33546137
Less: Provision for Current Tax 12400000 8850000
Provision for Deferred Tax 655305 71597
Income Tax for earlier year 192720 120050
Profit After Tax 34349145 24504490

2. STATE OF COMPANY'S FINANCIAL AFFATRS:-

During the year under review your Company‘s turnover of Rs.1046240980 ‘ inthe current year 2020-21 compared to Rs. 787266630‘ in the previous fiscal year2019-20 registering an increase. The Turnover of the Company for the year under review isstable.

The Board has taken all necessary steps to expand its activities by making newtechnologies and innovations and also by adding new services and products.

3. NATURE OF BUSINESS

Your Company was incorporated as SAKETH EXIM PRIVATE LIMITED under the Companies Act1956 vide Certificate of Incorporation dated June 16 2010 issued by the Registrar ofCompanies Maharashtra Mumbai India. Further Your Company was converted from PrivateLimited to a Public Limited Company vide shareholders resolution dated December 07 2017and consequently the name of your Company was changed to -SAKETH EXIM LIMITED II pursuantto a Certificate of Incorporation dated December 19th 2017. The name of thecompany was change to avail the benefit of aligning with the company famous brand—TEMBOI which is globally familiar brand. Consequently the name of your Company waschanged to —TEMBO GLOBAL INDUSTRIES LIMITED I pursuant to The Fresh Certificate ofIncorporation dated March 13th; 2020.The Corporate Identification Number (CIN)of my Company is L29253MH2010PLC204331. TEMBO GLOBAL INDUSTRIES LIMITED is in the businessof vide range of production Our Company has a varied product portfolio and a wide scopeincluding jobbing machining manufacturing and fabrication of various engineering goodssteel products nuts bolts various types of clamps saddle hose clamps various types ofhangers various types of Bolts etc. Further our product portfolio includes all types ofbathroom pipes fittings bathroom accessories and sanitary wares These products are usedin the applications for Fire fighting Plumbing HVAC Mechanical and ElectricalInstallations.

4. CHANGE IN THE NATURE OF BUSINESS

During the year the Company has not changed its business. The company has invested inits newly incorporated Wholly owned subsidiary —Saketh Seven Star Industries PrivateLimited I up to the 75% Share Capital of 750000 share @ Rs.10/- amounting to Rs.7500000/-; in the financial year 2020-21. Company disinvested in the subsidiary in theratio of 25% through fresh issue through private placement in 2020-21. Hence the holdingof the company in —Saketh Seven Star Industries Private Limited reduce to 75%.

The company has invested in its newly incorporated subsidiary —Tembo Global LLC upto the 70% Share Capital of 7000 share @ EGP 100 amounting to 700000 EGP in thefinancial year 2020-21

The company has also formed of wholly owned subsidiary named —TEMBO USA INC withidentification number 0450444698. The company was incorporated on 13thDecember 2019. The cost incurred for formation is $1000.

5. DIVIDEND

Your Directors recommend for approval of the members at the ensuing Annual GeneralMeeting payment of final dividend of 10% per equity share (Rs.1/- per equity share) forthe financial year ended March 2021.

The Dividend will be paid in compliance with the applicable regulations.

The dividend will be paid to the members whose names appears in the Register of Membersbetween 23rd November 2021 in respect of shares held in dematerialized form it will bepaid to the members whose names are furnished by National Securities Depository Limitedand Central Depository Services (India) Limited as beneficial owners as on that date.

6. LISTING

The Equity Shares of the Company are listed on SME Emerge Platform of NSE Limitedw.e.f. 13THAugust 2018. The Equity Shares of the Company are listed on NSELimited w.e.f. 23rd April 2021. The Company is regular in payment of AnnualListing Fees. The Company has paid Listing fees up to the year2020-21.

7. DEMATERTALTSATTON OF EQUITY SHARES:

All the Equity Shares of the Company are in dematerialized form with the depositoriesas mentioned below:-

1. NSDL - National Securities Depository Limited

2. CDSL - Central Depository Services Ltd The ISIN No. allotted is INE869Y01010.

8. THE BOARD AND KMP :

(a) Composition of the Board of Directors :

The Company has following composition of the Board

1. Mr. Sanjay Jashbhai Patel Managing Director and Executive Director
2. Ms. Fatema Shabhir Kachwala Executive and Non Independent Director
3. Mrs. Taruna Piyush Patel Non executive and Non Independent Director
4. Mr. Jasbir Singh Anand Independent Director Non-Executive Director'
5. Mr. J ehan Darayus V ariava Independent Director Non-Executive Director
6. Mr. Shabbir Huseni Merchant CFO(KMP)
7. Ms. Tasneem Husain Marfatia Company Secretary (KMP)
8. Mrs. Smita Sanjay Patel (Retired on 23rd February 2021) Non executive and Non Independent Director

Pursuant to the provisions of Sections 149 and Section 152 read with Schedule IV andall other applicable provisions of the Companies Act 2013 and the Companies (Appointmentand Qualification of Directors) Rules 2014 Mr. Jehan Darayus Variava (DIN: 07825744) MrJasbir Singh Anand (DIN: 08017248) continue as Independent Directors of the Company.

The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 (the Act) that they meet with thecriteria of their independence laid down in Section 149(6) of the Act.

(b) Retirement by Rotation:-

In terms of Section 152 of the Companies Act 2013 Mr. Shalin Sanjay Patel (DIN:08579598) Director of the Company is liable to retire by rotation at the forthcomingAnnual General Meeting and being eligible offered himself for re-appointment.

The Board confirms that none of the Directors of the Company is disqualified from beingappointed as Director in terms of Section 164 of the Companies Act 2013 and necessarydeclaration has been obtained from all the Directors in this regard.

(c) Appointment and Changes of Key Managerial Personnel during the Year

There is no change in appointment of Key Managerial Personnel during the Financial Year2020-21.

9. DISCLOSURE UNDER SEXUAL HARAASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION& REDRESSAL) ACT. 2013. :-

The Company has always believed in providing a safe and harassment free workplace forevery individual working in premises and always endeavors to create and provide anenvironment that is free from discrimination and harassment including sexual harassment

During the year ended 31st March 2021 the Company has not received anycomplaint pertaining to sexual harassment.

10. DETAILS OF REMUNERATION TO DTRECTORS:-

The remuneration paid to the Directors is in accordance with the recommendations ofNomination and Remuneration Committee formulated in accordance with Section 178 of theCompanies Act 2013 and any other re-enactment(s) for the time being in force.

11. DECLARATION BY INDEPENDENT DIRECTORS:-

Every Independent Director at the first meeting of the Board in which he participatesas a Director and hereafter at the first meeting of the Board in every Financial Yeargives a declaration that he meets the criteria of independence as provided under law.

12. DETAILS OF REMUNERATION TO DIRECTORS

The information relating to remuneration of Directors and details of the ratio of theremuneration of each Director to the median employee‘s remuneration and other detailsas required pursuant to section 197(12) of the Act read along with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is given inAnnexure.

13. COMMITTEES OF THE BOARD

Currently the Board has Six Committees the Audit Committee Nomination &Remuneration Committee Corporate Social Responsibility Committee StakeholdersRelationship Committee and Internal Complaints Committee Sexual Harassment CommitteeDisaster Management committee. All Committees except the Corporate Social ResponsibilityCommittee Internal Complaints Committee and Sexual Harassment Committee consist ofIndependent Directors. Disaster Management committee was formed to tackle with the COVID19situation and reopening of the factory and office of the company.

(a) Audit Committee

The Board has constituted Audit Committee as required under Companies Act 2013. TheComposition ofthe Committee is as under:

Name of the Member Designation
MR. JASBIR SINGH JASWANT SINGH ANAND Chairman
MR. JEHAN DARAYUS VARIAVA Member
MRS. FATEMA S. KACHWALA Member

The role of the Audit Committee shall include the following:

1. Oversight of my Company‘s financial reporting process and the disclosure of itsfinancial information to ensure that the financial statements are correct sufficient andcredible;

2. Recommending to the Board the appointment re-appointment and if required thereplacement or removal of the statutory auditor and the fixation of audit fees;

3. Approval of payment to statutory auditors for any other services rendered by thestatutory auditors;

4. Reviewing with the management the annual financial statements and auditor‘sreport thereon before submission to my Board for approval with particular reference to:

(a) Matters required to be included in the Director‘s Responsibility Statement tobe included in our Board‘s report in terms of clause (c) of sub-section 3 of section134 of the Companies Act;

(b) Changes if any in accounting policies and practices and reasons for the same;

(c) Major accounting entries involving estimates based on the exercise of judgment bymanagement;

(d) Significant adjustments made in the financial statements arising out of auditfindings;

(e) Compliance with listing and other legal requirements relating to financialstatements;

(f) Disclosure of any related party transactions; and

(g) Qualifications in the draft audit report.

5. Reviewing with the management the quarterly financial statements before submissionto my Board for approval;

6. Reviewing and monitoring the auditor‘s independence and performance andeffectiveness of audit process;

7. Approval or any subsequent modification of transactions of the listed entity withrelated parties;

8. Scrutiny of inter-corporate loans and investments;

9. Valuation of undertakings or assets of the listed entity wherever it is

10. Evaluation of internal financial controls and risk management systems;

11. Reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems;

12. Reviewing with the management performance of statutory and internal auditors andadequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors any significant findings and follow up there on;

Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board;

15. Discussion with statutory auditors before the audit commences about the nature andscopeof audit as Ill as post-audit discussion to ascertain any area of concern;

16. To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors;

17. To review the functioning of the Whistle Blower mechanism in case the same isexisting;

18. Approval of appointment of CFO (i.e. the whole-time Finance Director or any otherperson heading the finance function or discharging that function) after assessing thequalifications experience & background etc. of the candidate.

19. Carrying out any other function as is mentioned in the terms of reference of theAudit Committee.

(b) Nomination and Remuneration Committee

- The Board has constituted Nomination and Remuneration Committee as required underCompanies Act 2013. The Composition of the Committee is as under:

Name of the Member Designation
MR. JASBIR SINGH JASWANT SINGH ANAND Chairman
MR. JEHAN DARAYUS VARIAVA Member
MRS. TARUNA PIYUSH PATEL Member

- In terms of the provisions of Section 178(3) of the Companies Act 2013 theNomination and Remuneration Committee is responsible for formulating the criteria fordetermining the qualifications attributes and Independence of a Director. The Nominationand Remuneration Committee is also responsible for recommending to the Board a policyrelating to the remuneration of the Directors Key Managerial Personnel and SeniorManagement. In line with the requirement the Board has adopted a Nomination andRemuneration Policy for Directors Key Managerial Personnel and Senior Managementwhich isas follows.

Objectives of the Policy

The objectives of this policy are as detailed below:

• To formulate the criteria for determining qualifications competencies positiveattributes and independence for appointment of a Director (Executive / Non-Executive) andrecommend to the Board policies relating to the remuneration of the Directors KeyManagerial Personnel and other employees.

• The policy also addresses the following items: Committee member qualifications;Committee member appointment and removal; Committee structure and operations; andCommittee reporting to the Board.

• To formulate the criteria for evaluation of performance of all the Directors onthe Board;

• To devise a policy on Board diversity; and

• Identifying persons who are qualified to become Directors and who may beappointed in senior management in accordance with the criteria laid down and recommend tothe board of Directors their appointment and removal.

• Whether to extend or continue the term of appointment of the independentdirector on the basis of the report of performance evaluation of independent Directors.

• To lay out remuneration principles for employees linked to their effortperformance and achievement relating to the Company‘s goals.

Remuneration Policy

- The Company‘s remuneration policy is driven by the success and performance ofthe individual employees and the Company. Compensation philosophy is to align Directorsand Tembo Global Minds with the business objectives so that compensation is used as astrategic tool that helps the company to recruit motivate and retain highly talentedindividuals who are committed to my core values. We believe that our compensation programsare integral to achieving our goals. Through its compensation program the Companyendeavors to attract retain develop and motivate a high performance workforce. TheCompany follows a compensation mix of fixed pay benefits and performance based variablepay. Individual performance pay is determined by business performance of the Company. TheCompany pays remuneration by way of salary benefits perquisites and allowances (fixedcomponent) and performance incentives commission (variable component) to its ChairmanManaging Director and other Executive Directors. Annual increments are decided by theNomination & Remuneration Committee within the salary scale approved by the Board andShareholders.

(c) Stakeholder foktionstap Committee:- TheBoard has constituted Stakeholder Relationship Committee as required under SecuritiesExchange Board of India (Listing obligations and Disclosure Requirements) Regulations2015 (-Regulations!).

The Composition of the Committee is as under:

Name of the Member Designation
MR. JASBIR SINGH JASWANT SINGH ANAND Chairman
MR. SANJAY JASHBHAI PATEL Member
MRS. FATEMA S. KACHWALA Member

Set forth below are the terms of reference of my Stakeholders Relationship Committee.

1. Considering and resolving grievances of shareholders debenture holders and othersecurity holders;

2. Redressal of grievances of the security holders of my Company including complaintsin respect of transfer of shares non-receipt of declared dividends balance sheets of myCompany etc.;

3. Allotment of Equity Shares approval of transfer or transmission of equity sharesdebentures or any other securities;

4. Issue of duplicate certificates and new certificates on split/consolidation/renewaletc.

5. Overseeing requests for dematerialization and re-materialization of shares; and

6. Carrying out any other function contained in the equity listing agreements as andwhen amended from time to time.

Investor Grievance Redressal Policy

The Company has adopted an internal policy for Investor Grievance handling reportingandsolving.

(d) Corporate Social Responsibility Committee:- The Corporate Social ResponsibilityCommittee was constituted by our Directors videresolution dated December 29 2020 pursuantto section 135 of the Companies Act 2013.

The Composition of the Committee is as under:

Name of the Member Designation
MRS. TARUNA PIYUSH PATEL Chairman
MR. JASBIR SINGH JASWANT SINGH ANAND Member
MR. JEHAN DARAYUS VARIAVA Member

- The terms of reference powers and scope of the Corporate Social ResponsibilityCommittee of our Company is in accordance with Section 135 of the Companies Act 2013.

The Objectives of the Policy

This Policy shall be read in line with Section 135 of the Companies Act 2013 Companies(Corporate Social Responsibility Policy) Rules 2014 and such other rules regulationscirculars and notifications (collectively referred hereinafter as =Regulations=)as may be applicable and as amended from time to time and will inter-alia provide forthe following:

• Establishing a guideline for compliance with the provisions of Regulations todedicate a percentage of Company=s profits for social projects.

• Ensuring the implementation of CSR initiatives in letter and spirit throughappropriate procedures and reporting

• Creating opportunities for employees to participate in socially responsibleinitiatives. Set forth below are the terms of reference of my Corporate SocialResponsibility Committee.

1. To formulate and recommend to the Board a Corporate Social Responsibility Policywhich shall indicate the activities to be undertaken by the Company as specified inSchedule VII as amended from time to time;

2. To recommend the amount of expenditure to be incurred on the activities referred toin clause (a) subject to the limit provided under Section 135 of the Companies Act;

3. To monitor the corporate Social Responsibility Policy of our Company from time totime;

4. To institute a transparent monitoring mechanism for implementation of the CSRprojects or programs or activities undertaken by the Company;

5. Any other matter as the Corporate Social Responsibility Committee may deemappropriate after approval of the Board of Directors or as may be directed by the Board ofDirectors from time to time.

(e) Internal Complaints Committee:- The Internal Complaints Committee was constitutedby our Directors vide resolution dated December 26 2018 and was re-constituted onFebruary 23 2021.

The Composition of the Committee is as under:

Name of the Member Designation
MRS. TARUNA PIYUSH PATEL Chairman
MRS FATEMA S KACHWALA MEMBER Member
MR. JEHAN DARAYUS VARIAVA Member

- Term of Reference of the Internal Complaints Committee of our Company include theformulation recommending to the Board a Grievance Redressal policy which shall indicatethe activities to be undertaken by our Company to provide the employees with an easy andaccessible mechanism for settlement of their individual grievances and adopt measures forexpeditious settlement of the grievances. Grievances should be addressed ina sensitivemanner to avoid any potential backlash to the aggrieved employee and care should be takento prevent the spread of malicious gossip or rumors.

(f) Sexual Harassment Committee:- The Sexual Harassment Committee was constituted byour Directors vide resolution datedDecember 26 2018 and was re-constituted on February23 2021.

The Composition of the Committee is as under:

Name of the Member Designation
MRS. TARUNA PIYUSH PATEL Chairman
MRS FATEMA S KACHWALA MEMBER Member
MR. JEHAN DARAYUS VARIAVA Member

- Term of Reference of the Sexual Harassment Committee of our Company include theformulation recommending to the Board a Sexual Harassment policy which shall indicatethe activities to be undertaken by our Company to ensure that all employees maintainappropriate standards of business and personal conduct with colleagues clientsand withthe public at large.

The Objectives of the Policy

This Policy shall be read in line with the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. The policy operates through informalprocesses normally involving an intermediary means for resolving a problem. In the case ofSexual Harassment at first instance the person (i.e. HOD / HR / Woman representative ofthe location) may be the point of first contact for anyone seeking informalsupport/intervention to stop unwelcome behavior. A sense of restraint and responsibilityon the part of all concerned is critical for the effective functioning of theseguidelines. The preventive / informal process that can be adopted is as follows:

1. Convey to the person who is the cause of distress about what that person‘sactions words behavior is doing and convey in no uncertain terms that such behavior isnot appreciated. What is important is the —WayII a particular behavior action orword is perceived; — Intend is of no consequence.

2. The second step would be to approach someone within the company — preferablyyour Superior or HR Representative. The Superior or HR Representative would then try andcounsel / talk it over with a view towards closing the matter amicably.

3. In any case all such incidents along with the resolution needs to be reported tothe Head of HR who will then provide a short report to the Internal Complaints Committeeand the matter will be closed.

4. However in the event of it not being resolved then it would need to be escalatedto the Internal Complaints Committee.

In the event of the complaint not being resolved through informal mechanism then itwould need to be escalated to the Internal Complaint Committee for redressal.

1. It is the obligation of all employees to report sexual harassment experienced bythem personally. A concerned co-worker may also inform the Complaints Committee of anyinstance or behavior of sexual harassment by a co-worker towards another employee.

2. The concerned employee shall give his complaint in writing to any of the committeemember giving details of the incident within a week of its occurrence.

3. Once the complaint is received it will be kept strictly confidential.

4. The person accused will be informed that a complaint has been filed against him/herand no unfair acts of retaliation or unethical action will be tolerated. The Committeeshall ensure that a fair and just investigation is undertaken immediately.

5. Both the complainant and the alleged accused initially will be questioned separatelywith a view to ascertain the veracity of their contentions. If required the person whohas been named as a witness will need to provide the necessary information to assist inresolving the matter satisfactorily.

6. The Chairperson after studying the report & discussion with the Committeemembers shall submit her recommendation to the Executive Director within 10 days ofcompleting the inquiry.

7. The complainant and the accused shall be informed of the outcome of theinvestigation. The investigation shall be completed within 3 months of the receipt of thecomplaint. If the investigation reveals that the complainant has been sexually harassed asclaimed the accused will be disciplined accordingly. The implementation of therecommendation of Internal Complaint Committee by Executive Director should be done within30 days of receipt of such recommendation.

14. VTGTL MECHANTSM FOR DIRECTORS AND EMPLOYEES:

Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177(10) of the Companies Act 2013.Employees can raise concerns regarding any discrimination harassment victimization anyother unfair practice being adopted against them or any instances of fraud by or againstyour Company. Any incidents that are reported are investigated and suitable action takenin line with the Whistle Blower Policy (https://www.nut-clamps.com/uploads/investor/Policy_for_Wristle_blower.pdf)

15. RISK MANAGEMENT POLTCY

The Company has formulated a Risk Management Policy for dealing with different kinds ofrisks which it faces in day to day operations of the Company. Risk Management Policy ofthe Company outlines different kinds ofrisks and risk mitigating measures to be adopted bythe Board. The Company has adequate internal control systems and procedures to combat therisk. The Risk management procedure will be reviewed by the Audit Committee and Board ofDirectors on time to time basis.

16. POLTCY ON PRESERVATTON OF THE DOCUMENTS

The Company has formulated a Policy pursuant to Regulation 9 of the Securities ExchangeBoard of India (Listing obligations and Disclosure Requirements) Regulations 2015(-Regulations!) on Preservation of the Documents to ensure safekeeping of the records andsafeguard the Documents from getting manhandled while at the same time avoidingsuperfluous inventory of Documents.

17. POLTCY ON CRTTERTA FOR DETERMTNTNG MATERTALTTY OF EVENTS

The Policy is framed in accordance with the requirements of the Regulation 30 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (Regulations).

The objective of the Policy is to determine materiality of events or information of theCompany and to ensure that such information is adequately disseminated in pursuance withthe Regulations and to provide an overall governance framework for such determination ofmateriality (https://www.nut-clamps.com/uploads/investor/Policy_for_Determining_Materiality_of_Events_and_Information_for_Disclosures.pdf).

18. OBLTGATTON OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTTON. PROHTBTTTON AND REDRESSAL) ACT. 2013

In order to prevent Sexual Harassment of Women at Workplace a new act —The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013! hasbeen notified on 9th December 2013.Under the said Act every Company is required to set upan Internal Complaints Committee to look into complaints relating to sexual harassment atwork place of any women employee.

The Company has adopted —Anti-Sexual Harassment Policy! constituted—Redressed Committee! as required under section 4 (1) of Sexual harassment of womenat work place (prevention prohibition and redressal) Act2013.

During the year under review no complaint of harassment at the workplace was receivedby the Committee (https:/ / www.nut-clamps.com/uploads/investor/Prevention_of_Sexual_Harassment.pdf).

19. AUDITORS :

(a) Statutory Auditors: -

M/s R A MARU & ASSOCIATES. Chartered Accountants the Statutory Auditor of theCompany be and is hereby given their consent to act as a Statutory Auditor of the companyto hold the office For Financial Year 2017-18 to 2021-22 subject to confirmation in everyyear AGM

In this regard the Company has received certificate from the Auditors to the effectthat if they are appointed it would be in accordance with the provisions of section 141 ofthe Companies Act 2013.

Accordingly proposal for their re-appointment as Statutory Auditors is being placedbefore the shareholders for approval at the 10th Annual General Meeting.

(b) Internal Auditors:-

Vridhi & Associates. (FRN:-141142W) Chartered Accountants Mumbai were appointedas the Internal Auditors of the Company for the Financial Year 2021-22 who are actingindependently.

The Board proposes to appoint them as Internal Auditors for the Financial Year 2021-22.The Internal Auditor‘s Report is to be submitted directly to the Chairman of theBoard of Directors.

M/s Vridhi & Associates (FRN-141142W) is a Chartered Accountancy firm based inMumbai established in August 2015 providing value added professional services viz.Statutory Audits to Corporates & Non Corporate Entities Internal Audits Tax AuditsIncome Tax Advisory GST Advisory Bank Branch Concurrent Audits Bank Branch StatutoryAudit & ROC Advisory Services to its clients. CA. VRIDHI DALAL (M. No. 166936) is theproprietor of the firm and a Fellow Member of the Institute of Chartered Accountants ofIndia.

She has completed her Diploma in Information System Audit (ICAI) and also successfullycompleted the Certificate Course on Concurrent Audit of Banks conducted by the IASB ICAI.& also Certificate Course on Forensic Accounting and Fraud Detection (FAFD ICAI).

(c ) Secretarial Auditors:-

CS. Gaurang Manubhai Shah Practicing Company Secretaries Membership No. 32581 andCertificate Practice Number 11953 were appointed as Secretarial Auditors of the Company asper provisions of Section 204 of the Companies Act 2013 and Rules made there under forthe Financial Year 2021-22. The Secretarial Audit Report for the Financial Year 2020 - 21form part of the Annual Report as Annexure to the Board Report. As the Board is satisfiedwith the performance of the Secretarial Auditor the Board proposes to appoint same asSecretarial Auditor for the Financial Year 2021-22 also.

20. AUDITORS' REPORT

(a) Statutory Audit Report :-

M/s. R A MARU & ASSOCIATES. Chartered Accountants Mumbai Firm RegistrationNumber 141914W have issued their Report for the Financial Year ended 31st March 2021.

The Statutory Auditors not have observed any qualification in their report.

Disclosure about Cost Audit

The Central Government has not prescribed the maintenance of Cost records under section148(1) of the Companies Act 2013 for any of the services rendered by the Company.

(b) Secretarial Audit :-

A Secretarial Audit Report given by CS Gaurang shah Company Secretary is annexed withthe report and isenclosed as Annexure.

1. Tembo USA INC (w.e.f 13.12.2019)

(Note: No foreign investment payment made by company till date as per managementconfirmation letter).

2. The company has invested in its newly incorporated Wholly owned subsidiary SakethSeven Star Industries Private Limitedll up to the 75% Share Capital of 750000 share @Rs.10/- amounting to Rs. 7500000/-; in the financial year 2020-21.

Company disinvested in the subsidiary in the ratio of 25% through fresh issue throughprivate placement in 2020-21. Hence the holding of the company in Saketh Seven StarIndustries Private Limited! reduce to 75%.

3.1. Tembo LLC (w.e.f 05.03.2020) this company is dissolved.

3.2. The company has invested in its newly incorporated subsidiary with effect from16th June 2020 —Tembo Global LLC Equity investment up to the 70% Share Capital of7000 share @ EGP 100 amounting to 700000 EGP in the financial year 2020-21. Loanpayment made up to 50000 USD.

Board comment:

1. As the payment for initial capital is not time bound in accordance with the NewJersey Law were the subsidiary Tembo USA INC is incorporated. Hence the payment againstthe Capital is not made during the year.

2. Company disinvested in the subsidiary in the ratio of 25% through fresh issue ofEquity share at Rs. 36 including Rs. 10 Face value and Rs. 26 Security Premium throughprivate placement in 2020-21. The holding of the company in Saketh Seven Star IndustriesPrivate Limited was reduced to 75%. Valuation of Shares was done by Aryaman FinancialService Limited.

3.1 The proposed investment in subsidiary established in Egypt on 5th March 2020 named" Tembo LLC" with identification number 20-05566-1-06 in which the companyintended to hold 67% of the share capital of the company has been withdrawn for the reasonas stated below:-

1. Uncertainty caused due to COVID19 PANDEMIC.

2. Partnering arrangements come to an end.

3.2. The company incorporated newly subsidiary on 16th June 2020 —Tembo GlobalLLC and made Equity investment up to the 70% Share Capital of 7000 share @ EGP 100amounting to 700000 EGP in the financial year 2020-21 and Loan payment made up to 50000USD.

21. MANAGEMENT DTSCUSSTON ANALYSTS :-

Management Discussion & Analysis is given as an Annexure A

The Board has been continuing its efforts and taken the required steps in the followingareas:

1. Industry Structure and Development

2. Growth Strategy.

3. Segment-Wise Performance

4. Internal Control Systems and their adequacy

5. Strengths Weaknesses Opportunities and Threats

6. Financial Performance with respect to Operational Performance

8. Strict Compliances

9. Talent Management Leadership Development and Talent Retention.

10. Learning and Development

22. CREDTT & GUARANTEE FACTLTTTES:-

The Company has been availing secured loans overdraft facilities and bank guaranteefacilities from Bank ofIndia from time to time for the business requirements.

23. TNTERNAL AUDTT CONTROLS AND THETR ADEQUACY

1. The Company has a proper and adequate system of internal controls commensurate withthe size scale and complexity of its operations. This ensures that all transactions areauthorized recorded and reported correctly and assets are safeguarded and protectedagainst loss from unauthorized use or disposition. In addition there are operationalcontrols and fraud risk controls covering the entire spectrum of internal financialcontrols.

2. To maintain its objectivity and independence the Internal Audit function reports tothe Chairman of the audit committee of the Board and to the Chairman and ManagingDirector.

3. The internal Audit department monitors and evaluate the efficiency and adequacy ofthe internal control system in the Company its compliance with operating systemsaccounting procedures and policies at all locations of the Company. Based on the report ofinternal audit functions process owner undertake corrective actions in their respectiveareas and thereby strengthen the controls. Significant audit observationsandrecommendations along with corrective actions thereon are presented to the audit committeeof the Board.

Adequacy of internal financial controls with reference to the financial statements

The Company has internal Auditors and the Audit Committee constituted are in place totake care of the same. During the year the Company continued to implement theirsuggestions and recommendations to improve the control environment. Their scope of workincludes review of processes for safeguarding the assets of the Company review ofoperational efficiency effectiveness of systems and processes and assessing the internalcontrol strengths in all areas. Internal Auditors findings are discussed with the processowners and suitable corrective actions taken as per the directions of Audit Committee onan ongoing basis to improve efficiency inoperations.

24. CORPORATE GOVERNANCE

Your Company has been complying with the principles of good Corporate Governance overthe years. In compliance with Regulation 34 of the SEBI (LODR) Regulations 2015 aseparate report on Corporate Governance forms an integral part of this report as Annexure.

Board diversity

The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help us retain our competitive advantage.

25. DETATLS OF STGNTFTCANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS TMPACTTNG THE GOTNG CONCERN STATUS AND COMPANY'S OPERATTONS TN FUTURE:

There were no significant and material Orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company‘s operations in future.

26. DEPOSTTS FROM PUBLTC

The Company has not accepted any Deposits within the ambit of Section 73 of theCompanies Act 2013 and The Companies (Acceptance of Deposits) Rules 2014.

27. PARTTCULARS OF LOANS. GUARANTEES OR TNVESTMENTS UNDER SECTTON.186

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

28. CONSOLTDATED FTNANCTAL STATEMENTS:

In accordance with Accounting Standard AS-21 the Consolidated Financial Statements arefurnished herewith and form part of this Report and Accounts. The same is separatelyattached with Audit Report.

29. TNSURANCE:

All the assets of the Company wherever necessary and to the extent required have beenadequately insured.

30. EMPLOYEE RELATTONS:

The relationship with the staff and workers continued to be cordial during the entireyear. The Directors wish to place on record their appreciation of the valuable work doneand co-operation extended by them at all levels. Further the Company is taking necessarysteps to recruit the required personnel from time to time.

31. PARTTCULARS OF CONTRACTS OR ARRANGEMENTS WTTH RELATED PARTTES:

All transactions entered into with the related parties as defined under the CompaniesAct 2013 during the financial year were in the ordinary course of business and onarm‘s length pricing basis as per the management representation certificate providedto auditor of the company and do not attract the provisions of Section 188 of theCompanies Act 2013. There are no materially significant transactions with the relatedparties during the financial year which Ire in conflict with the interest of the Companyand hence enclosing of form AOC- 2 isnot required Suitable disclosure as required by theAccounting Standards (AS 18) has been made in the notes to the Financial Statements.

Policy on Related Party Transactions

1. The Company has developed a Related Party Transactions Policy for purpose ofidentification and monitoring of such transactions.

2. The objective of this Policy is to set out (a) the materiality thresholds forrelated party transactions and; (b) the manner of dealing with the transactions betweenthe Company and its related parties based on the Act Clause 23 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 and any other laws and regulations as may be applicable to the Company. The policy onrelated party transactions as approved by the Board is uploaded on the Company‘swebsite accessed atwww.nut-clamps.com/pdf/Related Party Transactions Policy Husys.pdf.

32. PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration in excess of the limits prescribed underRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

Information as required under the provisions of Rules 5(2) & 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are set out inAnnexure to the Director‘s Report.

33. MATERIAL CHANGES AND COMMITMENT TF ANY AFFECTTNG THE FTNANCTAL POSTTTON OF THECOMPANY OCCURRED BETWEEN THE END OF THE FTNANCTAL YEAR TO WHTCH THESE FTNANCTAL STATEMENTSRELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of theCompany from the financial year ended 31st March 2021 to the date of signing of theDirector‘s Report.

34. TRANSFER OF AMOUNT TO UNPATD DTVTDEND ACCOUNT

The declared dividend for the previous financial year 2019-20 of Rs.1.5/- per sharewholly paid and there was no unpaid dividend left to be transferred to Unpaid DividendAccount.

35. TRANSFER OF AMOUNT TO TNVESTOR EDUCATTON AND PROTECTTON FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there are no funds which are required to be transferred to InvestorEducation and Protection Fund (IEPF).

36. LTSTTNG WTTH STOCK EXCHANGES

At present the equity shares of the Company are listed on the Main Board Platform ofNational Stock Exchange at Mumbai on 23rd April 2021. The Company confirmsthat it shall pay Annual Listing Fees due to the National Stock Exchange for the year2020-21.

37. TNSTDER TRADTNG REGULATTONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations 1992read with SEBI (Prohibition of Insider Trading) Regulations 2015 as amended from time totime the code of conduct for prevention of insider trading and the Code for CorporateDisclosures (=Code‘) as approved by the Board from time to time are inforce by the Company. The objective of this Code is to protect the interest ofshareholdersat large to prevent misuse of any price sensitive information and to preventany insider trading activity by dealing in shares of the Company by its Directorsdesignated employees and other employees. The Company also adopts the concept of TradingWindow Closure to prevent its Directors Officers designated employees and otheremployees from trading in the securities of M/S Tembo Global Industries Limited at thetime when there is unpublished price sensitive information (https://www.nut-clamps.com/uploads/director/Code%20of%20 Insider%20T rading.pdf) .

38. DEPOSITORY SYSTEM

As the Members are aware Your Company‘s shares are trade-able compulsorily inelectronic form and your Company has established connectivity with both NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL). In view of the numerous advantages offered by the depository system the membersare requested to avail the facility of Dematerialization of the Company‘s shares onNSDL & CDSL. The ISIN allotted to the Company‘s Equity shares is INE188Y01015.

39. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act 2013 an Extract of theAnnual Return as per Section 92 (3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 in the prescribed Format MGT-9 isappended as Annexure - 7 to the Board‘s Report.

40. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act 2013 Board of Directors of theCompany

(a) In preparation of the Annual Accounts for the financial year ended 31st March 2021the applicable Accounting Standards have been followed along with proper explanation tomaterial departures; As per Companies (Indian Accounting Standards) Rules 2015 a ndvide Notification dated February 16 2015 IND AS is applicable to the company for theFinancial year 2021-22 as the company migrated from SME merge platform to Main Board on 23rdApril 2021.

(b) The Directors have selected Accounting Policies consulted the Statutory Auditorsand applied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true andfair view of the state of affairs of the Company as at endof the financial year and of the profit or loss of the Company for that period. Threeyear Financial have been restated so as to comply with the requirement of financialreporting under IND AS.

(c) The Directors have taken proper and sufficient care to the best of their knowledgeand ability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities and

(d) The Directors have prepared the Annual Accounts of the company on a going concernbasis;

(e) 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 there is a proper system to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

41. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS ANDOUTGO

The particulars as prescribed under Sub Section (3) (m) of Section 134 of the CompaniesAct 2013 read withthe Companies (Accounts) Rules 2014.

A. Conservation of Energy:

The Company‘s core activity is pipe support hanger and related which is civilengineering consuming sector. The Company is making every effort to conserve the usage ofcivil engineering also the Company is trying to save electricity.

B. T echnology Absorption (R&D Adaptation and Innovation):

1. Efforts in brief made towards technology absorption adaptation and innovation:

(i) Continuous research to upgrade existing products and to develop new products andservices.

(ii) To enhance its capability and customer service the Company continues to carry outR & D activities in house.

2. Benefits derived as a result of the above efforts:

(i) Introduction of new and qualitative products.

(ii) Upgrade of existing products.

3. Future plan of action:

TEMBO GLOBAL will continue to invest in and adopt the best processes and methodologiessuited to its line of business and long-term strategy. Training employees in the latestappropriate technologies will remain a focus area. The Company will continue to leveragenew technologies and also on the expertise available.

C. Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo duringthe year in terms of actual Outflows:-

(Amount in Rupees)

Particulars 2020-21 2019-20
Foreign Exchange Earnings 548866602.00 387265598
Foreign Exchange Outgo 2195357.00 14794903
Foreign Exchange Gain 2577723.00 6980263

42. POST BALANCE SHEET EVENTS

The Company has not indulged in any activity pursuant to the provisions of theCompanies Act 2013 and Rules made there under after the Board Meeting held on June 14th2021.

43. ACKNOWLEDGMENTS

Your Directors express their sincere gratitude for the assistance and co-operationextended by Banks Government Authorities Shareholders Suppliers and Customers. YourDirectors also wish to place on record their appreciation of the contribution made by theemployees at their levels towards achievements of the Company‘s goals.

For M/S TEMBO GLOBAL INDUSTRIES LIMITED

Date: 14/06/2021 Sd/- Sd/-
Place: New Mumbai SANJAY PATEL SHALIN PATEL
Managing Director Director
DIN: 01958033 DIN: 08579598

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