tembo global share price Directors report

2. STATE OF COMPANYS FINANCIAL AFFAIRS:-

During the year under review your Company‘s turnover of ‘ 1,732,598,755 in the current year 2021-22 compared to Rs.1,046,240,980 ‘ in the previous fiscal year 2020-21, registering an increase. The Turnover of the Company for the year under review is stable.

The Board has taken all necessary steps to expand its activities by making new technologies 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 Act, 1956 vide Certificate of Incorporation dated June, 16 2010 issued by the Registrar of Companies, Maharashtra, Mumbai, India. Further, Your Company was converted from Private Limited to a Public

Limited Company vide shareholder‘s resolution dated December 07, 2017 and consequently the name of your Company was changed to ?SAKETH EXIM LIMITED pursuant to a Certificate of Incorporation dated December 19^th , 2017. The name of the company was change to avail the benefit of aligning withthe company famous brand ?TEMBO which is globally familiar brand. Consequently the name of your Company was changed to ?TEMBO GLOBAL INDUSTRIES LIMITED pursuant to The Fresh Certificate of Incorporation dated March 13^th; 2020.The Corporate Identification Number (CIN) of my Company is L24100MH2010PLC204331. TEMBO GLOBAL INDUSTRIES LIMITED is in the business of vide range of production Our Company has a varied product portfolio and a wide scope including jobbing, machining, manufacturing and fabrication of various engineering goods, steel products, nuts, bolts, various types of clamps, saddle hose clamps, various types of hangers, various types of Bolts etc. Further our product portfolio includes all types of bathroom pipes, fittings, bathroom accessories and sanitary wares These products are used in the applications for Fire fighting, Plumbing, HVAC, Mechanical and Electrical Installations.

4. CHANGE IN THE NATURE OF BUSINESS

During the year the Company has not changed its business. The companys investment in its subsidiary ?Saketh Seven Star Industries Private Limited from 75% Share Capital of 750000 share @ Rs.10/- amounting to Rs. 75,00,000/-; in the financial year 2020-21 has been diluted to 15.40% due to fresh issue made by the company in 2021-22. The company has been converted to public limited company on 06^th December, 2021. The company has invested in its newly incorporated subsidiary ?Tembo Global LLC up to the 70% Share Capital of 7,000 share @ EGP 100 amounting to 7,00,000 EGP in the financial year 2020-21 The company has also formed of wholly owned subsidiary named ?TEMBO USA INC with identification number 0450444698. The company was incorporated on 13^th December, 2019. The cost incurred for formation is $1000.

5. DIVIDEND

Your Directors recommend for approval of the members at the ensuing Annual General Meeting paymentof final dividend of 12% per equity share (Rs.1.2/- per equity share) for the financial year ended March,2022. 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 Members on 23rd September, 2022 in respect of shares held in dematerialized form, it will be paid to the members whose names are furnished by National Securities Depository Limited and 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 Limited w.e.f. 13^TH August, 2018. The Equity Shares of the Company are listed on NSE Limited w.e.f. 23^rd April, 2021. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2021-22.

7. DEMATERIALISATION OF EQUITY SHARES:

All the Equity Shares of the Company are in dematerialized form with the depositories as 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 :

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

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria 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 forthcoming Annual General Meeting and being eligible,offered himself for re-appointment.

The Board confirms that none of the Directors of the Company is disqualified from being appointed as

Director in terms of Section 164 of the Companies Act, 2013 and necessary declaration 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 Year 2021-22.

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 for every individual working in premises and always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment

During the year ended 31^st March, 2022, the Company has not received any complaint pertaining to sexual harassment.

10. DETAILS OF REMUNERATION TO DIRECTORS:-

The remuneration paid to the Directors is in accordance with the recommendations of Nomination and Remuneration Committee formulated in accordance with Section 178 of the Companies 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 participates as a Director and hereafter at the first meeting of the Board in every Financial Year, gives 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 the remuneration of each Director to the median employee‘s remuneration and other details as required pursuant to section 197(12)of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure.

13. COMMITTEES OF THE BOARD

Currently, the Board has Six Committees :- the Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Internal Complaints Committee, Sexual Harassment Committee, Disaster Management committee. All Committees, except the Corporate Social Responsibility Committee, Internal Complaints Committee and, Sexual Harassment Committee consist of Independent Directors. Disaster Management committee was formed to tackle with the COVID19 situation and reopening of the factory and office of the company.

(a) Audit Committee

The role of the Audit Committee shall include the following:

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

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement 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 the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditor‘s report thereon before submission to my Board for approval, with particular reference to: (a) Matters required to be included in the Director‘s Responsibility Statement to be includedin our Board‘s report in terms of clause (c) of sub-section 3 of section 134 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 by management; (d) Significant adjustments made in the financial statements arising out of audit findings; (e) Compliance with listing and other legal requirements relating to financial statements; (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 submission to my Board for approval;

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

7. Approval or any subsequent modification of transactions of the listed entity with related 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 auditors, adequacy of the internal control systems; 12. Reviewing with the management, performance of statutory and internal auditors, and adequacy of the internal control systems; 13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, 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 into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; 15. Discussion with statutory auditors before the audit commences, about the nature and scopeof 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 depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; 17. To review the functioning of the Whistle Blower mechanism, in case the same is existing;

18. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate. 19. Carrying out any other function as is mentioned in the terms of reference of the

Audit Committee.

(b) Nomination and Remuneration Committee

(change due to resignation of Mrs Taruna Piyush Patel and appointment of Mrs. Smita Sanjay Patel as on 28^th May, 2022)

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

Objectives of the Policy

The objectives of this policy are as detailed below:

? To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director (Executive / Non-Executive) and recommend to the Board policies relating to the remuneration of the Directors, Key Managerial Personnel and other employees.

? The policy also addresses the following items: Committee member qualifications; Committee member appointment and removal; Committee structure and operations; and Committee reporting to the Board. ? To formulate the criteria for evaluation of performance of all the Directors on the Board; ? To devise a policy on Board diversity; and ? Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the boardof Directors their appointment and removal. ? Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent Directors. ? To lay out remuneration principles for employees linked to their effort, performance and achievement relating to the Company‘s goals.

Remuneration Policy

- The Company‘s remuneration policy is driven by the success and performance of the individual employees and the Company. Compensation philosophy is to align Directors and 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 talented individuals who are committed to my core values. We believe that our compensation programs are integral to achieving our goals. Through its compensation program, the Company endeavors to attract, retain, develop and motivate a high performance workforce. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed component) and performance incentives, commission (variable component) to its Chairman, Managing Director and other Executive Directors. Annual increments are decided by the Nomination & Remuneration Committee within the salary scale approved by the Board and Shareholders.

(c) Stakeholder Relationship Committee:-

- The Board has constituted Stakeholder Relationship Committee as required under Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 (?Regulations ).

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

1. Considering and resolving grievances of shareholders, debenture holders and other security holders;

2. Redressal of grievances of the security holders of my Company, including complaints in respect of transfer of shares, non-receipt of declared dividends, balance sheets of my

Company, etc.;

3. Allotment of Equity Shares, approval of transfer or transmission of equity shares, debenturesor any other securities;

4. Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.

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

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

Investor Grievance Redressal Policy

The Company has adopted an internal policy for Investor Grievance handling, reporting andsolving.

(d) Corporate Social Responsibility Committee:-

- The Corporate Social Responsibility Committee was constituted by our Directors vide resolution dated December 29, 2020 pursuant to section 135 of the Companies Act, 2013 and was re-constituted on May 28th, 2022.

(change due to resignation of Mrs Taruna Piyush Patel and appointment of Mrs. Smita Sanjay Patel as on 28^th May, 2022) The terms of reference, powers and scope of the Corporate Social Responsibility Committee 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, regulations, circulars, and notifications (collectively referred hereinafter as

Regulations ) as may be applicable and as amended from time to time and will, inter-alia, provide for the following:

Establishing a guideline for compliance with the provisions of Regulations to dedicate a percentage of Companys profits for social projects.

Ensuring the implementation of CSR initiatives in letter and spirit through appropriate procedures and reporting

Creating opportunities for employees to participate in socially responsible initiatives.

Set forth below are the terms of reference of my Corporate Social Responsibility Committee.

12th Annual General Meeting

1. To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII as amended from time to time;

2. To recommend the amount of expenditure to be incurred on the activities referred to in 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 to time;

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

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

(e) Internal Complaints Committee:-

- The Internal Complaints Committee was constituted by our Directors vide resolution dated December 26, 2018 and was re-constituted on May 28th, 2022.

(change due to resignation of Mrs Taruna Piyush Patel and appointment of Mrs. Smita Sanjay Patel as on 28^th May, 2022)

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

(f) Sexual Harassment Committee:-

- The Sexual Harassment Committee was constituted by our Directors vide resolution dated December 26, 2018 and was re-constituted on May 28th, 2022.

(change due to resignation of Mrs Taruna Piyush Patel and appointment of Mrs. Smita Sanjay Patel as on 28^th May, 2022)

- Term of Reference of the Sexual Harassment Committee of our Company include the formulation, recommending to the Board, a Sexual Harassment policy which shall indicate the activities to be undertaken by our Company to ensure that all employees maintain appropriate standards of business and personal conduct with colleagues, clientsand with the 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 informal processes normally involving an intermediary means forresolving a problem. In the case of Sexual Harassment, at first instance, the person (i.e. HOD / HR

/ Woman representative of the location) may be the point of first contact for anyone seeking informal support/intervention to stop unwelcome behavior. A sense of restraint and responsibility on the part of all concerned is critical for the effective functioning of these guidelines. 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‘s actions, words, behavior is doing and convey in no uncertain terms that such behavior is not appreciated. What is important is the ?Way a particular behavior, action or word is perceived; ?Intent is of no consequence.

2. The second step would be to approach someone within the company preferably your Superior or HR Representative. The Superior or HR Representative would then try and counsel / 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 to the Head of HR who will then provide a short report to the Internal Complaints Committee and the matter will be closed.

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

Committee.

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

1. It is the obligation of all employees to report sexual harassment experienced by them personally. A concerned co-worker may also inform the Complaints Committee of any instance 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 committee member 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/her and no unfair acts of retaliation or unethical action will be tolerated. The Committee shall ensure that a fair and just investigation is undertaken immediately.

5. Both the complainant and the alleged accused initially will be questioned separately with a view to ascertain the veracity of their contentions. If required, the person who has been named as a witness will need to provide the necessary information to assist in resolving the matter satisfactorily.

6. The Chairperson after studying the report & discussion with the Committee members shall submit her recommendation to the Executive Director within 10 days of completing the inquiry.

7. The complainant and the accused shall be informed of the outcome of the investigation. The investigation shall be completed within 3 months of the receipt of the complaint. If the investigation reveals that the complainant has been sexually harassed as claimed, the accused will be disciplined accordingly. The implementation of the recommendation of Internal Complaint Committee by Executive Director should be done within 30 days of receipt of such recommendation.

14. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

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

15. RISK MANAGEMENT POLICY

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

16. POLICY ON PRESERVATION OF THE DOCUMENTS

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 (?Regulations ) on Preservation of the Documents to ensure safekeeping of the records and safeguard the Documents from getting manhandled, while at the same time avoiding superfluous inventory of Documents.

17. POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS

37

The Policy is framed in accordance with the requirements of the Regulation 30 of Securities 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 the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality (https://www.nut- clamps.com/uploads/investor/Policy_for_Determining_Materiality_of_Events_and_Information_for_Disclosures. pdf).

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent Sexual Harassment of Women at Workplace a new act ?The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013.Under the said Act every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work 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 women at work place (prevention, prohibition and redressal) Act,2013. During the year under review, no complaint of harassment at the workplace was received by the Committee (https://www.nut-clamps.com/uploads/investor/Prevention_of_Sexual_Harassment.pdf).

(a) Statutory Auditors:-

R. A. Kuvadia & Co, Chartered Accountants, the Statutory Auditor of the Company be and ishereby given their consent to act as a Statutory Auditor of the company to hold the office for Financial Year 2022-23 to 2027-28 subject to confirmation in every year AGM In this regard the Company has received certificate from the Auditors to the effect that if they are appointed it would be in accordance with the provisions of section 141 of the Companies Act, 2013. Accordingly, proposal for their appointment as Statutory Auditors is being placed before the shareholders for approval at the 12th Annual General Meeting. The firm was established in the year 1987 and rendering un-interrupted value added services to the incorporated bodies, reputed business houses and High Net worth (HNI) individuals. CA R. A. Kuvadia, Proprietor heads the Audit and Tax Department of the Firm. CA R. A. Kuvadia has been in practice since last 32 years & has vast experience of diverse industries.

(b) Internal Auditors:-

MDSA& Associates (FRN 156810W) Chartered Accountants, Mumbai were appointed as the Internal Auditors of the Company for the Financial Year 2022-23, who are acting independently. 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 the Board of Directors. MDSA& Associates (FRN 156810W) is a Chartered Accountancy firm based in Navi-Mumbai focused on Business, Financial & Tax Advisory, Audit and Compliance Services. We have developed a unique tech-driven approach to regular compliances and MSME lending.

Our approach is driven by our senior management, a group of senior ex-bankers and professionals having an aggregate experience of more than 3 decades in project finance, business banking and tax advisory.a. CA Merrick Dsouza CA Sanika Aroskar Practicing Chartered Accountant is specialized in Audit and Tax Advisory. Associate Member of ICAI having experience of 4 years in rendering Audit and Taxation service. He has handled several assignments relating to Internal Audit, GST refund, GST department Audit, Statutory Audit and Other Tax Compliance services. (c ) Secretarial Auditors:- CS. Gaurang Manubhai Shah, Practicing Company Secretaries, Membership No. 32581 and Certificate Practice Number 11953 were appointed as Secretarial Auditors of the Company as per provisions of Section 204 of the Companies Act, 2013 and Rules made there under for the Financial Year 2021-22. The Secretarial Audit Report for the Financial Year 2020 - 21 form part of the Annual Report as Annexure to the Board Report. As the Board is satisfied with the performance of the Secretarial Auditor, the Board proposes to appoint same as Secretarial Auditor for the Financial Year 2021-22 also.

(a) Statutory Audit Report :-

M/s R A MARU & ASSOCIATES., Chartered Accountants, Mumbai, Firm Registration Number 141914W have issued their Report for the Financial Year ended 31st March 2022.

Disclosure about Cost Audit

The Central Government has not prescribed the maintenance of Cost records under section 148(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 with the 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 management confirmation letter).

2. The Companys shareholding in Saketh Seven Star Industries Limited (formerly known as Saketh Seven Star Industries Private Limited) is diluted from 75% to 15.40% in the year 2021-22 due to fresh issue done by the subsidiary with effect from September, 2021. Hence the holding of the company in Saketh Seven Star Industries Limited reduce to 15.40%.

3. The company has invested in its newly incorporated subsidiary with effect from 16th June, 2020 ?Tembo Global

LLC ,Equity investment up to the 70% Share Capital of 7,000 share @ EGP 100 amounting to 7,00,000 EGP in the financial year 2020-21. Loan payment made up to 50000 USD. No other payment is made during the year 2021-22 Board comment:

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

2. The subsidiary made fresh issue in September, 2021 to increase the shareholding of the company, in order to comply with the provision for conversion of company from Private Limited company to Public Limited Company through fresh issue of Equity share at Rs. 100 including Rs. 10 Face value and Rs. 90 Security Premium through private placement in 2021-22. The holding of the company in Saketh Seven Star Industries Private Limited was reduced to 15.40%. Valuation of Shares was done by Aryaman Financial Service Limited.

3. The company incorporated newly subsidiary on 16th June, 2020 ?Tembo Global LLC and made Equity investment up to the 70% Share Capital of 7,000 share @ EGP 100 amounting to 7,00,000 EGP in the financial year 2020-21 and Loan payment made up to 50000 USD. No other payment has been done to the company and no income has been received from the company in the year, 2021-22.

21. MANAGEMENT DISCUSSION ANALYSIS :-

Management Discussion & Analysis is given as an Annexure A

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

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. CREDIT & GUARANTEE FACILITIES:-

The Company has been availing secured loans, overdraft facilities and bank guarantee facilities from Bank of India, from time to time for the business requirements.

23. INTERNAL AUDIT CONTROLS AND THEIR ADEQUACY

1. The Company has a proper and adequate system of internal controls, commensurate with the size scale and complexity of its operations. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls.

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

3. The internal Audit department monitors and evaluate the efficiency and adequacy of the internal control

40 system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit functions, process owner undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observationsand recommendations along with corrective actions thereon are presented to the audit committee of 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 to take care of the same. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency inoperations.

24. CORPORATE GOVERNANCE

Your Company has been complying with the principles of good Corporate Governance over the years. In compliance with Regulation 34 of the SEBI (LODR) Regulations 2015, a separate 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, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us, retain our competitive advantage.

REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

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

26. DEPOSITS FROM PUBLIC

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

SECTION,186

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

28. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Accounting Standard AS-21, the Consolidated Financial Statements are furnished herewith and form part of this Report and Accounts. The same is separately attached with Audit Report.

29. INSURANCE:

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

30. EMPLOYEE RELATIONS:

The relationship with the staff and workers continued to be cordial during the entire year. The Directors wishto place on record their appreciation of the valuable work done and co-operation extended by them at all levels. Further, the Company is taking necessary steps to recruit the required personnel from time to time.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into with the related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on arm‘s length pricing basis as per the management representation certificate provided to auditor of the company and do not attract the provisions of Section 188of the Companies Act, 2013. There are no materially significant transactions with the related parties during the financial year which Ire in conflict with the interest of the Company and hence, enclosing of form AOC- 2 isnot required, Suitable disclosure as required by the Accounting 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 of identification and monitoring of such transactions.

2. The objective of this Policy is to set out (a) the materiality thresholds for related party transactions and; (b) the manner of dealing with the transactions between the Company and its related parties based on the Act,Clause 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other laws and regulations as may be applicable to the Company. The policy on related party transactions as approved by the Board is uploaded on the Company‘s website accessed at https://www.tembo.in/wp-content/uploads/2021/12/Policy_for_relate_party_transaction.pdf

32. PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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 in Annexure to the Director‘s Report.

POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company from the financial year ended 31st March, 2022 to the date of signing of the Director‘s Report.

34. TRANSFER OF AMOUNT TO UNPAID DIVIDEND ACCOUNT

The declared dividend for the previous financial year 2020-21 of Rs.1./- per share wholly paid and there was no unpaid dividend left to be transferred to Unpaid Dividend Account.

35. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

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

36. LISTING WITH STOCK EXCHANGES

At present the equity shares of the Company are listed on the Main Board Platform of National Stock Exchange at Mumbai on 23^rd April, 2021. The Company confirms that it shall pay Annual Listing Fees due tothe National Stock Exchange for the year 2020-21.

37. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading and the Code for Corporate Disclosures ( Code‘), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of shareholdersat large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of M/S Tembo Global Industries Limited at the time when there is unpublished price sensitive information (https://www.tembo.in/wp-content/uploads/2022/03/Code-of-Insider-Trading.pdf).

38. DEPOSITORY SYSTEM

As the Members are aware, Your Company‘s shares are trade-able compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of Dematerialization of the Company‘s shares on NSDL & 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 the Annual Return as per Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 in the prescribed Format MGT-9 is appended 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 the Company,

(a) In preparation of the Annual Accounts for the financial year ended 31st March 2022, the applicable Accounting Standards have been followed along with proper explanation to material departures; As per Companies (Indian Accounting Standards) Rules, 2015 and vide Notification dated February 16, 2015, IND AS is applicable to the company for the Financial year 2021-22 as the company migrated from SME merge platform to Main Board on 23^rd April, 2021.

(b) The Directors have selected Accounting Policies, consulted the Statutory Auditors and applied them consistently and 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 as at end of the financial year and of the profit or loss of the Company, for that period. Three year Financial have been restated so as to comply with the requirement of financial reporting under IND AS.

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

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

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

EXCHANGE EARNINGS AND OUTGO :-

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

A. Conservation of Energy:

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

B. Technology 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 and services.

(ii) To enhance its capability and customer service the Company continues to carry out R & 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 methodologies suited to its lineof business and long-term strategy. Training employees in the latest appropriate technologies will remain a focus area. The Company will continue to leverage new technologies and also on the expertise available.

C. Foreign Exchange Earnings and Outgo

42. POST BALANCE SHEET EVENTS

The Company has not indulged in any activity pursuant to the provisions of the Companies Act 2013 and Rules made there under after the Board Meeting held on May 28^th, 2022.

43. ACKNOWLEDGMENTS

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