Tamboli Capital Ltd Directors Report.

To

The Members

The Directors of Tamboli Capital Limited present their 13th Report with Audited financial statements of the Company for the year ended on March 31, 2021.

1. Financial Results :

( In Lacs)

2020-2021 2019-2020
Revenue from operations 239.38 261.75
Profit before Interest, Depreciation and Tax 108.30 144.59
Finance Cost 0.00 0.00
Profit before Depreciation and Tax 108.30 144.59
Depreciation 0.14 0.06
Profit/(Loss) before Tax and Exceptional items 108.16 144.53
Tax Expense 16.26 13.55
Deferred Tax/(Credit) - -
Exceptional Items - -
Net Profit/(Loss) after Tax 91.90 130.98
General Reserve -
Balance carried forward 91.90 130.98

2. Operations:

Consolidated revenue from operations increased from 5215.72 Lacs to 6689.99 Lacs, an increase of 28.46% over the previous year and in turn profit before tax increased from 541.84 Lacs to 1270.20 Lacs, an increase of 134.42%. Inspite the impact of Covid-19 globally, Company has performed better and has clocked historicaly highest revenues and profitability numbers, this is a result of increased throughput, improvements in operational efficiency and conversion of selected market opportunities into business. The standalone revenue from operations decreased by 8.55% and profit before tax by 25% over the last year, the decreased in top and bottom line was due to receipt of lower dividend from the subsidiary.

3. Dividend:

The Directors are pleased to recommend a Dividend for the period ended March 31, 2021 @ 0.90 per share i.e. 9 % on 99,20,000 Equity shares for the financial year 2020-2021 amounting to 89.28 Lacs.(Previous year 49.60 Lacs) subject to approval of the members at this Annual General Meeting.

4. Change in financial reporting standards:

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

5. Reserves:

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

6. Deposits:

During the period under review Company has not accepted or renewed any deposits from the 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, except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the ends of the financial year 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 the going concern status and companys operations in future.

9. Details of Directors and Key Managerial Personnel:

Dr. Abhinandan K. Jain (DIN: 00351580) was re-appointed as an Independent director for one year w.e.f. 03.11.2020 to 02.11.2021, his terms of office expires at this Annual General Meeting. He being eligible, offer himself for appointment. As per section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and upon receipt of recommendation of Nomination and Remuneration Committee and a notice in writing from a member of a Company in terms of Section 160(1) of the Companies Act, 2013 recommending Dr. Abhinandan K. Jain as a candidature for the office of Director, he is being now proposed to be re-appointed as an Independent Director to hold office as per his tenure of appointment mentioned in the Notice 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 the Company have made a declaration confirming the compliance of the conditions of the Independence stipulated in the aforesaid section.

11. Number of Meetings of the Board of Directors:

Five (5) board meetings were held during the period under review. Board meeting dates are (1) 09.05.2020, (2) 13.06.2020, (3) 10.08.2020, (4) 02.11.2020, and (5) 13.02.2021 Details of attendance of Directors at the Board Meetings during the financial year 2020-2021 and at the last Annual General Meeting held on 24.09.2020 are given below:

Name Position Meetings held during the tenure of Directors Meetings attended Attendance at the last AGM held on 24.09.2020
Mr. Vaibhav B. Tamboli Chairman, CEO & Whole Time Director 5 5 Yes
Mr. Pradeep H. Gohil * Non-Executive Independent Director 1 1 N.A
Dr. Abhinandan K. Jain ** Non-Executive Independent Director 5 5 Yes
Mrs. Neha R. Gada Non-Executive Independent Woman Director 5 5 Yes
Mr. Anand Bharatkumar Shah*** Non-Executive Independent Director 4 4 Yes

* Cessation of term on 20.05.2020.

** Re-appointed on 02.11.2020.

***Appointed on 09.05.2020

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

12. Directors’ Responsibility Statement:

As required under clause (c) of sub-section (3) of section 134 of the Companies Act, 2013, directors, to the best of their knowledge and belief, state that:

i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls are adequate and were operating effectively; and

vi) the directors had devised proper systems to ensure compliance with the provisions of 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 performance evaluation of the Promoter Directors and Independent 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 the meetings and giving inputs on time in the minutes.

ii) Stick to ethical standards and code of conduct of the Company and timely submission of 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 matters etc.

Based on the evaluation of Nomination and Remuneration Committee, the board is collectively of the opinion that the overall performance of the Board, committees thereof and the individual Directors are satisfactory and conducive to the growth and progress of the Company and meets the requirements.

14. Corporate Social Responsibility (CSR):

Based on criteria determined in section 135 of the Companies Act, 2013 concerning applicability of Corporate Social Responsibility, this provision is not applicable to the Company at present.

15. Internal Control Systems:

The Company has an adequate system of internal financial control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorised, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are 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 company within 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 form AOC-1, annexed herewith as "Annexure-I" and forms part of this report.

18. Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31st March, 2021 is available on the Company’s website at

https://tambolicapital.in/investors/uploads/2021/07/MGT-7 2021-07-20.pdf.

19. Audit Committee:

The Company has formed an Audit Committee as required under the provisions of Section 177 of the Companies Act, 2013 and under Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Composition of Audit Committee comprised of 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 or without 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, if any.

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 internal audit report, if any.

vii) To approve related party transactions and to recommend it to Board for their approval with or without modification.

20. Nomination and Remuneration Policy:

The Board of Directors of the Company has already constituted "Nomination and Remuneration Committee" consisting of three (3) members/directors and all members are Independent directors. The Nomination and Remuneration Committee and Policy are in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All appointment(s) of Director(s), Whole-time Director(s), Key Managerial Person(s) are being made on recommendations of Nomination and Remuneration Committee. A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Company’s policy on appointment and remuneration of Directors and Key Managerial Personnel which was approved and adopted by the Board of Directors. The Nomination and Remuneration Policy is attached with the report as Annexure-II

21. Whistle Blower Policy:

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors, Employees and other Stakeholders of the Company to report concerns about illegal and unethical practices, unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy which is available on the Company’s website www.tambolicapital.in.

22. Risk Management Policy:

During the year, the Management of the Company had evaluated the existing Risk Management Policy of the Company. The Risk Management policy has been reviewed and found adequate and sufficient to the requirement of the Company. The Management has evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.

23. Code of conduct for Prevention of Insider Trading:

The Company has adopted amended "Code of Conduct for Prevention of Insider Trading and Fair Disclosure of Unpublished Price Sensitive Information" in View of SEBI (Prohibition of Insider Trading) [Amendment] Regulation, 2018 and subsequent amendment to SEBI (PIT) Regulation and interalia defines policy to determine "Legitimate Purpose". The necessary preventive actions, including closure of trading window on any price sensitive events information are taken care. All covered person have given declarations affirming compliance with the said code. The detailed amended policy is uploaded 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 1.4.2020

Transactions during the year 2020-2021

Balance outstanding as on 31.3.2021

Paid Repayment received
Tamboli Chemico (India) Pvt. Ltd. 9,00,000 - 9,00,000

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

Name of the Company

Balance outstanding as on 1.4.2020

Transactions during the year 2020-2021

Balance outstanding as on 31.3.2021

Purchase Sales
Tamboli Castings Ltd. 2900000 equity shares of Rs. 10.00 each 2,90,00,000 2,90,00,000
Tamboli Chemico (India) Pvt. Ltd. 11000 equity shares of Rs. 10.00 each 1,10,000 1,10,000

(iii) The Company has not given any guarantee for self and also not for its subsidiary or associate companies

25. Particulars of Contracts or Arrangements with Related Parties:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including arms length transactions under third proviso thereto is annexed in Annexure III.

26. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo: A Conservation of Energy:

(i) the steps taken or impact on conservation of energy; N.A.

(ii) the steps taken by the Company for utilizing alternate sources of energy; N.A.

(iii) the capital investment on energy conservation equipments; N.A.

B Technology Absorption:

(i) the efforts made towards technology absorption; N.A.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution; N.A.

(iii) in case of imported technology (imported during the last three years reckoned from 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 reasons thereof; 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 year under review, details of Conservation of Energy, Technology Absorption are not applicable to the Company.

27. Corporate Governance:

As per amended provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, provisions of corporate governance are not applicable to listed Companies having paid up capital not exceeding 10 cr. and net worth not exceeding .25 cr. as on the last date of the previous year. Paid up capital and net worth of the Company not exceeding the prescribed limit in previous year, hence, provisions 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, receiving remuneration of 8,50,000/- per month or 1,02,00,000/- per annum and therefore no particulars are required to be furnished under section 197(12) of the Act read with Rules 5(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 review, except 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 rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year: No remuneration being paid to any Director of the Company except sitting fees paid for attending the Board meeting and committee meeting and therefore ratio of the remuneration of each director to the median remuneration of employee is not provided.

b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year: As mentioned above, none of the Directors are receiving any remuneration from the Company. However, there is an increase of 3.60% in remuneration paid to CFO during the year.

c. The percentage increase in the median salaries of employees in the financial year: 2.50%.

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 than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The average annual increase was around 2.50% to 3.00%.

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 with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. However, statement containing the names of top ten employees will be made available on 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 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board on the recommendations of the Audit Committee, has appointed Mr. Ashish Shah, Practicing Company Secretary, to conduct the Secretarial Audit of the Company for the financial year ended 31st March, 2021. The Secretarial Audit Report issued by Mr. Ashish Shah, Company Secretary, in form MR-3 is enclosed and forms a part of this report. Comment of Secretarial Audit Report:

There is no adverse comment in the Secretarial Auditors’ report which requires any further explanation under Section 134 of the Companies Act, 2013.

32. Cash Flow Statement:

As required under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 with the Stock Exchanges, the Cash Flow Statement is attached 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 5 years till the conclusion of 14th AGM. M/s P A R K & Co., Chartered Accountants, will continue to act as auditors of the Company till financial year 2021 -22.

Comment on Auditors Report:

There is no adverse comment in the Auditors’ Report which requires any further explanat ion under Section 134 of the Companies Act, 2013

34. Maintenance of Cost Records as specified by the Central Government under Sub Section (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 Central Government under Sub Section (1) of Section 148 of the Companies Act, 2013 are not applicable to the Company.

35. Prevention of Sexual Harassment at Workplace:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required under law, an Internal Complaints Committee (ICC) has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassment at the work place. During the year under review, there were no complaints pertaining to sexual harassment.

The policy on Sexual Harassment at Workplace is placed on the Company’s website.

36. Details in Respect of Frauds Reported By Auditors Under Sub-Section (12) of Section 143 other Than Those Which are Reportable to The Central Government:

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

37. Compliance with Secretarial Standards:

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

38. Acknowledgement:

The Directors wish to place on record and acknowledge their appreciation and gratitude for the continued cooperation and support received from the Central Government, the State Government of Gujarat, Regulatory Bodies, participating Financial Institutions/Banks and its Clients, employees and consultants. Your Directors further thank the fraternity of Members/Shareholders for their continued confidence reposed in the management of the Company

Registered Office: BY ORDER OF THE BOARD OF DIRECTORS
Mahavir Palace, 8-A, Kalubha Road, Vaibhav B. Tamboli
Bhavnagar, Chairman, CEO & Whole Time Director
Gujarat 364 002 DIN: 00146081
Dated: June 28, 2021
Place: Bhavagar