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Directors Report of Tamboli Capital Ltd.

Mar 31, 2017

To

The Members

The Directors of Tamboli Capital Limited present their Nineth Report with Audited Accounts of the Company for the year ended March 31, 2017.

1 Financial Results :

(Rs. In Lacs)

2016-2017

2015-2016

Revenue from operations

163.68

134.85

Profit before Interest, Depreciation and Tax

141.65

111.37

Finance Cost

-

0.05

Profit before Depreciation and Tax

141.65

111.32

Depreciation

0.09

0.13

Profit/(Loss) before Tax and Exceptional items

141.56

111.19

Tax Expense

18.13

16.79

Deferred Tax/(Credit)

(0.01)

(0.01)

Exceptional Items

0.00

0.00

Net Profit/(Loss) after Tax

123.44

94.41

Appropriations:

Proposed Dividend

*

59.52

Corporate Dividend Tax

0.00

0.00

General Reserve

54.00

34.89

Balance carried forward

69.44

0.00

* According to the revised AS 4 - ''Contingencies and events occurring after the balance sheet date'' as notified by the Ministry of Corporate Affairs through amendments to Companies (Accounting Standards) Amendment Rules, 2016, the Company has not accounted for proposed dividend (including tax) as a liability for the year ended March 31, 2017.

2 Operations:

The standalone total Income during the year shows increase of 21.38% over the previous year and Profit Before Tax shows increase of 27.31% over previous year. The consolidated income shows decrease of 8.79% over previous year. The consolidated Profit Before Tax shows increase of 4.40% over previous year, consolidated operations include the operations of Company''s Wholly Owned Subsidiary Tamboli Castings Ltd. (TCL)

3 Dividend:

The Directors are pleased to recommend a Dividend for the period ended March 31, 2017 @ Rs. 0.70 per share i.e. 7% on 99,20,000 Equity shares for the financial year 2016-2017 amounting to Rs. 69.44 Lacs.(Previous year Rs. 59.52 Lacs) subject to approval of the members at this Annual General Meeting.

4 Reserves:

The Board of Directors of the Company proposes Rs. 54.00 Lacs to be transferred to general reserves.

5 Deposits:

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

6 Material Changes and Commitments affecting the financial position of the Company:

In terms of Section 134(3)(i) of the Companies Act, 2013, it is reported that, except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report.

7 Significant and material orders:

There are no material orders passed by Regulators, Courts or Tribunals impacting the going concern status and company''s operations in future.

8 Details of Directors and Key Managerial Personnel:

Mr. Bipin F. Tamboli (DIN: 00145948), Chairman and Managing Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

During the year, Mr. Vaibhav B. Tamboli (DIN: 00146081) was appointed as an Additional Director of the Company with effect from February 11, 2017, whose terms of appointment expires at the ensuing Annual General Meeting and being eligible for appointment. Your Directors recommend his appointment as a regular Director of the Company.

9 Statement on declaration given by Independent Directors:

Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the Independence stipulated in the aforesaid section.

10 Four (4) board meetings were held during the period under review. Details of attendance of Directors at the Board Meetings during the financial year 2016-2017 and at the last Annual General Meeting held on 01.07.2016 are given below:

Name

Position

Meetings held during the tenure of Directors

Meetings attended

Attendance at the last AGM held on 01.07.2016

Mr. Bipin F. Tamboli

Chairman and Managing Director

4

4

Yes

Mr. Tushar B. Dalal

Non-Executive Independent Director

4

2

No

Mr. Pradeep H. Gohil

Non-Executive Independent Director

4

3

Yes

Mrs. Bharati B. Tamboli

Non-Executive Non Independent Women Director

4

4

Yes

Dr. Abhinandan K. Jain

Non-Executive Independent Director

4

4

Yes

Mr. Vaibhav B. Tamboli*

Additional Director

Nil

N.A

N.A

* Appointed on February 11, 2017

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

11 Directors'' Responsibility Statement pursuant to section 134(3)(c) of the Companies Act, 2013.

The Directors hereby confirm that:

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

2 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;

3 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;

4 the directors had prepared the annual accounts on a going concern basis;

5 the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

6 the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12 Annual evaluation by the Board of its own performance, its committees

During the year, Board has made performance evaluation of the Promoter Directors 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.

The board is collectively of the opinion that the overall performance of the Board, committees thereof and the individual Directors is satisfactory and conducive to the growth and progress of the Company and meets the requirements.

13 Corporate Social Responsibility (CSR):

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

14 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 authorized, 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.

15 Listing:

The Equity shares of the Company are listed on BSE Ltd. under Scrip Code: 533170.

16 Subsidiaries, Joint Ventures and Associate Companies:

The Company has one wholly owned subsidiary but does not have any associate 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 sailent features financial statement of subsidiary company is given in form AOC-1 is annexed herewith as "Annexure-I" and forms part of this report.

17 Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure II" and forms part of this report.

18 Audit Committee:

The Company has formed an Audit Committee as required under the provisions of Section 177 of the Companies Act, 2013 and under Regulation 18 of SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015. The Composition of Audit Committee comprised of following directors:

1. Mr. Tushar B. Dalal Independent Director- Chairman

2. Mr. Pradeep H. Gohil Independent Director- Member

3. Mr. Bipin F. Tamboli Promoter Director - Member

4. Mrs. Bharati B. Tamboli Promoter Director - Member

5. Dr. Abhinandan K. Jain Independent Director- Member

6. Mr. Vaibhav B. Tamboli Additional Director - Member The scope of audit committee is defined as under:

i) To approve financial result and to recommend it to Board for their approval with 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.

19 Nomination and Remuneration Policy:

The Board of Directors of the Company has already constituted "Nomination and Remuneration Committee" consisting of four (4) members/directors, 2(two) members of the committee 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 Requirement) 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-III

20 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

21 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.

22 Code of conduct for Prevention of Insider Trading:

The Company has established a code of conduct for Prevention of Insider Trading. The necessary preventive actions, including closure of trading window around the time of any price sensitive events information are taken care. All covered person have given declarations affirming compliance with the said code. The detailed policy is uploaded on Company''s website.

23 Particulars of loans, guarantees OR Investments:

(i) The company has given loans as per the following details:

Name of the Company

Balance outstanding as on 1.4.2016

Transaction during the year 2016-2017

Balance outstanding as on 31.3.2017

Paid

Repayment received

Tamboli Castings Ltd

5,36,00,000

-

-

5,36,00,000

Tamboli Chemico (India) Pvt. Ltd.

18,90,000

-

-

18,90,000

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

Name of the Company

Balance outstanding as on 1.4.2016

Transaction during the year 2016-2017

Balance outstanding as on 31.3.2017

Investment made

Investment Sold

Tamboli Castings Ltd 2900000 equity shares of Rs. 10.00 each

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

24 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 IV

25 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: Rs. Nil

(ii) Foreign Exchange Outgo: Rs. Nil

Note: Since the Company does not have any manufacturing operations, details of Conservation of Energy, Technology Absorption is not applicable to the Company.

26 Corporate Governance:

As per amended provisions of Regulation 15(2) of SEBI LODR provisions of corporate governance are not applicable to listed Companies having paid up capital not exceeding Rs.10 cr. and net worth not exceeding Rs.25 cr. as on the last date of the previous year. As paid up capital and net worth of the Company are not exceeded prescribed limit, provisions of Corporate Governance are not applicable to the Company.

27 Management Discussion and Analysis:

As per Regulation 34 of SEBI LODR Regulations, 2015 Management Discussion and Analysis Report is enclosed.

28 Managerial Remuneration:

a) The Company does not have any Key Managerial Personnel or employee, receiving remuneration of Rs. 8,50,000/- per month or Rs. 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 Board and Committees.

29 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 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 3.85% in remuneration paid to CFO during the year.

c. The percentage increase in the median salaries of employees in the financial year: 3.74% p. a.

d. The number of permanent employees on the rolls of the Company: There are 3 (Three) permanent employees on the roll of the Company.

e. Average percentile increase already made in the salaries of the employee other 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 3 to 5% p.a.

f. The Company affirms remuneration is as per the remuneration policy of the Company.

There is no employee covered under section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

30 Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 201 3 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, 2017. The Secretarial Audit Report issued by Mr. Ashish Shah, Company Secretary, in form MR-3 is enclosed and forms a part of this report.

31 Cash Flow Statement:

As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015 with the Stock Exchanges, the Cash Flow Statement is attached to the Balance Sheet.

32 Auditors:

SANGHAVI & COMPANY, Chartered Accountants, the statutory auditors of the Company, hold office till the conclusion of the 9th Annual General Meeting of the Company. Pursuant to provisions of Section 139 of the Companies Act, 2013 read with rules framed there under, existing auditor of the Company is not eligible to continue as Auditor of the Company and therefore, board has recommended the appointment of PARK & Company, (Firm Registration No 116825W) Chartered Accountants, as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the 14th Annual General Meeting to be held in the year 2022, subject to ratification by the shareholders annually, it is accordingly proposed to appoint PARK & Company, (Firm Registration No 116825W) Chartered Accountants as Statutory Auditors of the Company in this Annual General Meeting.

Comment on Auditors'' Report:

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

33 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, B. F. Tamboli

Bhavnagar CHAIRMAN AND MANAGING DIRECTOR

Gujarat 364 002 DIN : 00145948

Dated: May 18, 2017


Mar 31, 2016

The Directors of Tamboli Capital Limited present their Eighth Report with Audited Accounts of the Company for the year ended March 31, 2016.

1. Financial Results :

(Rs. In Lacs)

2015-2016 2014-2015

Total Income 134.85 135.31

Profit Before Taxation 111.19 115.67 Less: Provision for Taxation:

1. Current 16.79 17.48

2. Earlier years'' Tax - 0.01

3. Deferred (0.01) (0.01)

Profit After Taxation 94.41 98.19 Addingthereto:

1. Balance brought forward from last Balance Sheet 10.00

Making a total amount available for appropriation of which has 104.41 98.19 been appropriated as follows:

1. Proposed Dividend 59.52 59.52

2. Corporate Dividend Tax - 0.31

3. General Reserve 34.89 28.36

Leaving the balance to carried forward 10.00 10.00

2 Operations: The standalone total Income during the year shows marginal decrease of 0.34% over the previous year and Profit Before Tax shows decrease of 3.87% over previous year. This was due to reduction in interest rates by banks on fixed deposits. The consolidated income shows increase of 16.38% over previous year. The consolidated Profit Before Tax shows increase of 55.73% over previous year, consolidated operations include the operations of TCL.

3 Dividend: The Directors are pleased to recommend a Dividend for the period ended March 31, 2016 @ Rs. 0.60 per share i.e. 6% on 99,20,000 Equity shares for the financial year 2015-2016 amounting to Rs. 59.52 Lacs. (Previous year Rs. 59.52 Lacs) subject to approval of the members at this Annual General Meeting.

4 Reserves: The Board of Directors of the Company proposes Rs. 34.89 Lacs to be transferred to general reserves.

5 Depository System: As the members are aware, the company''s shares are tradable in electronic form and the company has established connectivity with both the depositories, i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As of date shares representing 97.23% of the share capital are in the dematerialized form. In view of the numerous advantages offered by the Depository System, shareholders are requested to avail of the facility of dematerialization of the Company''s shares on either of the Depositories as aforesaid.

6 There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.

7 There are no material orders passed by Regulators, Courts or Tribunals impacting the going concern status and company''s operations in future.

8 Internal Control Systems: The Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. 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.

9 Deposits:

The details relating to deposits, covered under Chapter V of the Act,-

As the Company has not accepted any deposit from public accordingly no information is required to be provided by the Company.

10 Managerial Remuneration:

a) The Company does not have any Key Managerial Personnel or employee, receiving remuneration of Rs. 5,00,000/- per month or Rs. 60,00,000/- per annum and therefore no particulars are required to be furnished under section 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 Board and Committees.

11 Changes in Directors and Key Managerial Personnel:

Mrs. Bharati B. Tamboli (DIN: 00083392), Director of the Company who retires by rotation as required by the Companies Act, 2013, and being eligible offers herself for re-appointment.

Dr. Abhinandan K. Jain (DIN: 00351580) was appointed as additional director effective from November 03, 2015. His terms of office expire at this Annual General Meeting. He being eligible, offers himself for appointment. As per section 149(4) of the Companies Act, 2013 (Act), and in accordance with clause 49 of the Listing Agreement with Bombay Stock Exchange he is being now proposed to be appointed as Independent Director to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

12 Auditors:

M/s. Sanghavi & Co., Chartered Accountants, who are the statutory auditors of the Company were appointed in AGM held on 11.08.2014 as per section 139 of the Companies Act, 2013 and the Rules framed there under to hold the office till conclusion of 9th AGM of the Company to be held in year 2017, subject to ratification of their appointment at every AGM. It is accordingly proposed to ratify his appointment in this AGM.

Comment on Auditors'' Report: There is no adverse comment in the Auditors'' Report which requires any further explanation under Section 134 of the Companies Act, 2013

13 Share Capital:

a) Issue of equity shares with differential rights : NIL

b) Issue of sweat equity shares : NIL

c) Issue of employee stock options : NIL

d) Provision of money by company for purchase of its own share by employees or by trustees for the benefit of employees : NIL

14 Listing: The Equity shares of the Company are listed on The Bombay Stock Exchange Limited (BSE) under Scrip Code: 533170.

15 Corporate Governance: As per amended provisions of Clause 49 of listing agreement issued by Securities and Exchange Board of India, vide circular no. CIR/CFD/POLICY/CELL/7/2014 dated September 15, 2014, clause 49 is not applicable to the Company effective from October 1, 2014. Further w.e.f.1st December, 2015, listing agreement was replaced with SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 SEBI LODR. Pursuant to provisions of Regulation 15(2) of SEBI LODR provisions of corporate governance are not applicable to listed Companies having paid up capital not exceeding Rs.10 Crore and net worth not exceeding Rs. 25 Crore. as on the last date of the previous year. As paid up capital and net worth of the Company are not exceeded prescribed limit, provisions of Corporate Governance are not applicable to the Company.

16 Management Discussion and Analysis: Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited (BSE), Management Discussion and Analysis Report is enclosed.

17 Subsidiaries: The company has only one subsidiary (Wholly Owned) i.e. Tambala Castings Limited, Salient features of financial statement of subsidiary company is given in form AOC-1 attached with the financial statements.

18 Extract of Annual Return: Pursuant to the provisions of section 92(3) of the Companies Act, 2013 an extract of annual return is annexed hereto as Annexure – A and forms part of this report.

19 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: Rs. Nil (ii) Foreign Exchange Outgo: Rs. Nil

20 Four (4) board meetings were held during the period under review. Details of attendance of Directors at the Board Meetings during the financial year 2015-2016 and at the last Annual General Meeting held on 12.08.2015 are given below:

Name Position Meetings held during the tenure of Directors Mr. Bipin F.Tamboli Chairman and 4 Managing Director

Mr.Tushar B. Dalal Non-Executive 4 Independent Director

Mr. Pradeep H. Gohil Non-Executive 3 Independent Director

Mrs. Bharati B. Tamboli Non-Executive 4 Non Independent Women Director

Dr. Abhinandan K. Jain Non-Executive 1 Independent Director

Mr. Bharat K. Shah Non-Executive 1 Independent Director

21 Declaration by Independent Director concerning their independence:

All Independent Directors of the Company have given their declaration to the Board regarding compliance of criteria of independence as defined under section 149(6) of the Companies Act, 2013 and clause 49 of the listing agreement.

22 Audit Committee:

The Company has formed an Audit Committee as required under the provisions of Section 177 of the Companies Act, 2013 and as required under the provisions of Clause 49 of erstwhile Listing Agreement and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015. The Composition of Audit Committee comprised of following directors:

1. Mr. Tushar B. Dalal Independent Director- Chairman

2. Mr. Pradeep H. Gohil Independent Director- Member

3. Mr. Bipin F. Tamboli Promoter Director – Member

4. Mrs. Bharati B. Tamboli Promoter Director – Member

5. Dr. Abhinandan K. Jain Independent Director- Member

The scope ofaudit committee is defined as under:

i) To approve financial result 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.

23 Vigil Mechanism/Whistleblower Policy:

As required under section 177 (9) of the Companies Act, 2013, the Company has established Vigil Mechanism policy for its directors and employees and it is suitably communicated to them. The policy lays down how a director or employee can make a protected disclosure. It also, interalia, contains the contact details of the Chairman of the Audit Committee to whom such disclosures may be made. The Policy lays down the guidelines for investigation, reporting and for providing protection to the whistleblower. The detailed policy is uploaded on website of the Company.

24 Code of conduct for Prevention of Insider Trading:

The Company has established a code of conduct for Prevention of Insider Trading. The necessary preventive actions, including closure of trading window around the time of any price sensitive events information are taken care. All covered person have given declarations affirming compliance with the said code. The detailed policy is uploaded on website of the Company.

25 Nomination and Remuneration Policy:

The Board of Directors of the Company has already constituted "Nomination and Remuneration Committee" consisting of four (4) directors and 2(two) members of the committee 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 Clause 49 of the erstwhile Listing Agreement Regulation 19 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. All appointment(s) of Director(s), Whole- time Director(s), Key Managerial Personnel(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 Remuneration Policy is attached with the report as Annexure-B

26 Risk Management Policy:

The Board of Directors of the Company has constituted "Risk Management Committee" to review risk factors, Risk to the Company is provided in Management Discussion and Analysis in this Annual Report.

27 Corporate Social Responsibility (CSR):

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

28 Board Evaluation:

During the year, Board has made 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, active participation in the meeting 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.

The board is collectively of the opinion that the overall performance of the Board, committees thereof and the individual Directors is satisfactory and conducive to the growth and progress of the Company.

29 Directors'' Responsibility Statement: The Board of Directors report that:

a) in the preparation of the Annual Accounts for the financial year ended on 31st March, 2016, the applicable accounting standards have been followed and there is no material departures from the same

b) accounting policies have been selected and applied consistently and the judgments and estimates made 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 of the Company for the year.

c) proper and sufficient care have been taken 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.

d) the Annual Accounts for the financial year ended on 31st March, 2016 have been prepared on a going concern basis.

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

30 Particulars of loans, Investments, guarantee etc. in conformity with section 186 of the Companies Act, 2013. (i) The company has given loans as per the following details:

Name of the Company Balance Transaction during the year Balance outstanding 2015-2016 outstanding as on 1.4.2015 on 31.3.2016

Paid Repayment received Tamboli Castings Ltd 5,36,00,000 - - 5,36,00,000

Tambala Chemical (India) Pvt. Ltd. 18,90,000 - - 18,90,000

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

Name of the Company Balance Transaction during the year Balance outstan ding as 2015-2016 outstanding as on 1.4.2015 on 31.3.2016

Investment Inves tment made Sold

Tamboli Castings Ltd 2,90,00,000 - - 2,90,00,000 2900000 equity shares of Rs. 10.00 each

Tamboli Chemico (India) Pvt. Ltd. 1,10,000 - - 1,10,000

11000 equity shares of Rs. 10.00 each

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

31. Particulars of Contracts or Arrangements with Related Parties:

The particulars of every contact 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 C.

32. Secretarial Audit Report:

The Board has appointed Mr. Ashish Shah, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2015-16. Secretarial Audit Report issued by Mr. Ashish Shah is attached herewith.

33. 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 Board meeting and committee meeting.

b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year: N.A

c. The percentage increase in the median salaries of employees in the financial year: 6 to 7% p. a

d. The number of permanent employees on the rolls of the Company: 4 (Four)

e. The explanation on the relationship between average increase in remuneration and Company performance: During the year on an average, employees received an annual increase of 6 to 7% during the year.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Turnover and Profit of the Company for F.Y. 2015-16 is Rs. 134.83 Lacs and Rs. 111.18 Lacs respectively and remuneration of KMP for F.Y. 2015-16 is Rs. 5.86 Lacs.

g. Variation in the market capitalization of the Company, price earnings ratio as at the closing date of current financial year and previous financial year. Market capitalization increase by 6%.

h. Percentage increase or decrease in the market quotation of the shares of the Company in comparison to the rate at which the Company come out with the last Public Offer: N.A

i. 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 6 to 7% p.a

j. Comparison of each remuneration of the KMP against the performance of the Company: Turnover and Profit of the Company for F.Y. 2015-16 is Rs. 134.83 Lacs and Rs. 111.18 Lacs respectively and remuneration of CFO and CS for F.Y. 2015-16 is Rs. 4.76 Lacs and Rs. 1.10 Lacs respectively.

k. The Key parameters for any variable component of remuneration availed by the Directors: N.A

l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: N.A

m. 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.

34. Appreciation: The Directors thank the Employees, Bankers and the concerned authorities of the Government for their co-operation.

Registered Office: BY ORDER OF THE BOARD OF DIRECTORS

Mahavir Palace, 8-A, Kalubha Road, B. F. Tamboli

Bhavnagar CHAIRMAN AND MANAGING DIRECTOR

Gujarat 364 002 DIN: 00145948

Dated: May 13, 2016


Mar 31, 2015

The Members

The Directors cf Tamboli Capital Limited present their Report with Audited Accounts cf the Company fcr the year ended March 31, 2015.

1. Financial Results : (Rs. In Lacs) 2014-2015 2013-2014

Total Income 135.31 122.54

Profit Before Taxation 115.67 107.01

Less: Provision for Taxation:

1. Current 17.48 17.73

2. Earlier years' Tax 0.01 (0.04)

3. Deferred (0.01) 0.01

Profit After Taxation 98.19 89.31

Adding thereto:

1. Balance brought forward from last Balance Sheet -- --

2. Prior Period Adjustment -- --

Making a total amount available for appropriation of which has 98.19 89.31

been appropriated as follows:

1. Proposed Dividend 59.52 59.52

2. Corporate Dividend Tax 0.31 --

3. General Reserve 28.36 29.79

Leaving the balance to carried forward 10.00 --

2 Operations: The standalone total Income during the year shows increase of 10.42% over the previous year. The standalone Profit Before Tax shows increase of 8.09% over previous year. The consolidated income shows decrease of 0.35% over previous year. The consolidated Profit Before Tax shows decrease of 17.91% over previous year, consolidated operations include the operations of TCL.

3 Dividend: The Directors are pleased to recommend a Dividend for the period ended March 31, 2015 @ Rs. 0.60 per share i.e. 6% on 99,20,000 Equity shares for the financial year 2014-2015 amounting to Rs. 59.52 Lacs. (Previous year Rs. 59.52 Lacs) subject to approval of the members at this Annual General Meeting.

4 Reserves: The Board of Directors of the Company proposes Rs. 28.36 Lacs to be transferred to general reserves.

5 Depository System: As the members are aware, the company's shares are tradable in electronic form and the company has established connectivity with both the depositories, i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As of date shares representing 96.66% of the share capital are in the dematerialized form. In view of the numerous advantages offered by the Depository System, shareholders are requested to avail of the facility of dematerialisation of the Company's shares on either of the Depositories as aforesaid.

6 There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.

7 There are no material orders passed by Regulators, Courts or Tribunals impacting the going concern status and company's operations in future.

8 Details in respect of Adequacy of Internal Financial Controls with reference to the Financial Statements:- There is an adequate internal financial control established with respect to the financial statement.

9 Deposits:

The details relating to deposits, covered under Chapter V of the Act,-

As the Company has not accepted any deposit from public accordingly no information is required to be provided by the Company.

10 Particulars of Employees and Related Disclosures:

The Company does not have any employee receiving remuneration of Rs. 5,00,000/- per month or Rs. 60,00,000/- per annum and therefore no particulars are required to be furnished under section 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.

11 Changes in Directors and Key Managerial Personnel:

Mrs. Bharati B. Tamboli (DIN: 00083392) was appointed as an additional director effective from May 20, 2015. Her terms of office expire at this Annual General Meeting. She being eligible, offers herself for appointment and is now proposed to be appointed as women Director of the Company, liable to retire by rotation.

Mr. Pradeep H. Gohil (DIN: 03022804) was appointed as an additional director effective from May 20, 2015. His terms of office expire at this Annual General Meeting. He being eligible, offers himself for appointment. As per section 149(4) of the Companies Act, 2013 (Act), and in accordance with clause 49 of the Listing Agreement with Bombay Stock Exchange he is being now proposed to be appointed as Independent Director to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

Mr. Bipin F. Tamboli, Chairman and Managing Director of the Company is proposed to be re-appointed as Chairman and Managing Director of the Company for a period of 5 years effective from 29th April, 2015.

Mr. B.K. Shah (DIN: 00251416) has resigned w.e.f. 20th May, 2015. The Board of Directors placed on record the sincere appreciation for the valuable contributions of Mr. B.K. Shah during the tenure of his directorship with the Company

Mr. P.A. Subramanian (DIN: 00251401) has resigned w.e.f. 13th February, 2015. The Board of Directors placed on record the sincere appreciation for the valuable contributions of Mr. P.A. Subramanian during the tenure of his directorship with the Company

Mr. Bipin F. Tamboli, Director of the Company who retires by rotation as required by the Companies Act, 2013, and being eligible offers himself for re-appointment.

12 Auditors:

M/s. Sanghvi & Co., Chartered Accountants, who are the statutory auditors of the Company were appointed in previous AGM as per section 139 of the Companies Act, 2013 and the Rules framed thereunder to hold the office till conclusion of 9th AGM of the Company to be held in year 2017 in previous AGM., subject to ratification of their appointment at every AGM. It is accordingly proposed to ratify his appointment in the AGM.

Comment on Auditors' Report:There is no adverse comment in the Auditors' Report which requires any further explanation under Section 134 of the Companies Act, 2013

13 Share Capital:

a) Issue of equity shares with differential rights : NIL

b) Issue of sweat equity shares : NIL

c) Issue of employee stock options : NIL

d) Provision of money by company for purchase of it's own shares by employees : NIL

or by trustees for the benefit of employees

14 Listing: The Equity shares of the Company are listed on The Bombay Stock Exchange Limited (BSE) under Scrip Code: 533170.

15 Corporate Governance: Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited (BSE), Corporate Governance Report, Chairman's and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report. As per the amended provisions of Clause 49 of listing agreement issued by Securities and Exchange Board of India, vide circular no. CIR/CFD/POLICY/CELL/7/ 2014 dated September 15, 2014, clause 49 is not applicable to the Company effective from October 1, 2014. However, this year in continuation and as philosophy of following principles of Corporate Governance, the Company has included Report on Corporate Governance as per last year.

16 Management Discussion and Analysis : Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited (BSE), Management Discussion and Analysis Report is enclosed. As per the amended provisions of Clause 49 of listing agreement issued by Securities and Exchange Board of India, vide circular no. CIR/CFD/ POLICY/CELL/7/2014 dated September 15, 2014, clause 49 is not applicable to the Company effective from October 1, 2014.

17 Subsidiary Company: The company has only one subsidiary (Wholly Owned) i.e. Tamboli Castings Limited, presently Statement pursuant to section 129 read with rule 5 of Companies (Accounts) Rules, 2014 containing salient features of financial statement of subsidiaries is annexed as Annexure I and forms part of this report.

18 Financial Information of Subsidiary Company: According to the general exemptions under section 129 of the Companies Act, 2013 granted by the Ministry of Corporate Affairs vide their circular No. 2/2011 dated 8.2.2011, the holding companies are exempted from attaching balance sheet of their subsidiary companies in the annual report. Financial information of subsidiary company as per Section 129 (3) of the Companies Act, 2013 read with rule 5 of Companies (Accounts) Rules, 2014 in Form AOC-1 is given on page no. 39.

19 Extract of Annual Return

19.1 Registration and Other details:

19.1.1 CIN : L65993GJ2008PLC053613

19.1.2 Registration Date : 17.04.2008

19.1.3 Name of the Company : TAMBOLI CAPITAL LIMITED

19.1.4 Category/Sub Category of the Company : Indian Non-Government Company (a public Company Listed at BSE Ltd.)

19.1.5 Address of the Registered Office and : Mahavir Palace, 8-A, Kalubha Road, Bhavnagar, contact details Gujarat 364 002 Phone No.: 91 278 654 1222 Fax No. : 91 278 252 0064

19.1.6 Whether Listed Company -Yes/No : Yes

19.2 Principal business activities of the Company

20 Particulars regarding Conservation of Energy, Technology Absorption:

The Company has not carried out any activities relating to the conservation of energy The Company has not acquired any technologies during the year under review.

21 Foreign Exchange Earnings and Outgo:

Nil

22 Four board meetings were held during the period under review. Details of attendance of Directors at the Board Meetings during the financial year 2014-2015 and at the last Annual General Meeting held on 11.08.2014 are given below:

23 Declaration by Independent Director concerning their independence:

We, Independent Directors of the Company declare and confirm that:

1 We are not a promoter of the Company nor its holding, subsidiary and associate companies

2 We are not related to promoters or directors of the Company nor its holding, subsidiary and associate companies

3 We are not having relationship with the company its holding, subsidiary or associate companies, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year.

4 None of our relatives has or had pecuniary relationship or transaction with the company its holding, subsidiary or associate companies, or their promoters, or directors, amounting to two per cent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year.

5 We donot hold or have not held the positions of key managerial personnel or not or have not been employees of the company or its holding, subsidiary or associate companies in any of the last three financial years.

6 We are not employee or proprietor or a partner, in any of the last three financial years in the following;

i) Firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate companies; or

ii) Legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate companies amounting to ten per cent. or more of the gross turnover of such firm;

7 We do not hold together with our relatives two per cent. or more of the total voting power of the company; or

8 We are not a Chief Executive or director, by whatever name called, of any nonprofit organisation that receives twenty-five per cent. or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate companies or that holds two per cent. or more of the total voting power of the company.

Mr. Bhart K. Shah Mr. Tushar B. Dalal Mr. Pradeep H. Gohil DIN: 00251416 DIN:00205589 DIN: 03022804 Date:20.05.2015 Date:20.05.2015 Date:20.05.2015

Place: Bhavnagar Place: Bhavnagar Place: Bhavnagar

24 Audit Committee:

The Company has formed an Audit Committee as required under the provisions of Section 177 of the Companies Act, 2013 and as required under the provisions of Clause 49 of Listing Agreement.

The Composition of Audit Committee comprised of following directors

1. Mr. Bharat K. Shah Independent Director- Chairman

2. Mr. Tushar B. Tamboli Independent Director- Member

3. Mr. Bipin F. Tamboli Promoter Director - Member

25 Details of Establishment of Vigil Mechanism for director and employees:

As required under section 177 (9) of the Companies Act, 2013, the Company has established Vigil Mechanism policy for its director and employees and it is suitably communicated to them. The policy lays down how a director or employee can make a protected disclosure. It also, inter alia, contains the contact details of the Chairman of the Audit Committee to whom such disclosures may be made. The Policy lays down the guidelines for investigation, reporting and for providing protection to the whistleblower.

26 Directors' Responsibility Statement: The Board of Directors report that:

a) In the preparation of the Annual Accounts for the financial year ended on 31st March, 2015, the applicable accounting standards have been followed and there is no material departures from the same.

b) Accounting policies have been selected and applied consistently and the judgements and estimates made 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 of the Company for that year.

c) proper and sufficient care have been taken 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.

d) the Annual Accounts for the financial year ended on 31st March, 2015 have been prepared on a going concern basis.

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

27 The Board of Directors of the Company has constituted "Nomination and Remuneration Committee" in their meeting held on May 13, 2014 with immediate effect consisting of three (3) directors and majority are Independent directors. The Nomination and Remuneration Committee and this Policy shall be in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Clause 49 under the Listing Agreement. During the financial year there was no appointment of director in the Company.

28 There are no adverse remarks or qualification in the statutory auditors report. However, there is one Qualification in secretarial audit report for non compliance of provisions of section 203 of the Companies Act, 2013 for not appointing Chief Financial Officer and Company Secretary of the Company.

In this regard we would like to inform members that board of directors of the Company has in its meeting held on 20.05.2015 made an appointment of 1) Chief Financial Officer- effective from 1.5.2015 and 2) Company Secretary- who shall resume office from 1.6.2015. Thus, during the current year the Company has complied with section 203 of the Companies Act, 2013.

30 The company has not signed any contract(s), agreement(s) or any transactions with the Related Parties / Companies as defined under section 188 of the Companies Act, 2013, except interest and dividend income from the wholly owned subsidiary M/s. Tamboli Castings Ltd.

31 The Board of Directors of the Company has constituted "Risk Management Committee" in their meeting held on May 13, 2014. For risk factor, the performance of the company, at present, is linked to the performance of the Wholly Owned Subsidiary, Tamboli Castings Limited (TCL). TCL has threat from China in the global market and fluctuation of FOREX is also a matter of concern, rupee appreciating significantly would affect export competitiveness of the company, especially against China.

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

33 During the year, Board has made evaluation for their Promoter Directors and Independent Directors. Evaluation was made on the basis of following assessment criteria:

i) Attendance in Board meeting, active participation in the meeting 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 etc.

On such evaluation, performance of all Directors are equal to or more than the expectations of the Company.

34 The Company is not paying any managerial remuneration to its Directors or Key Managerial Persons, except sitting fees paid to Directors for attending Board Meeting and Committee Meetings, hence explanation and justification for increase in managerial remuneration is not applicable.

35 Secretarial Auditor.

The Board has appointed Mr. Ashish Shah, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2105 is enclosed with this report.

36 Appreciation: The Directors thank the Bankers and the concerned authorities of the Government for their co- operation.

Registered Office: BY ORDER OF THE BOARD OF DIRECTORS Mahavir Palace, 8-A, Kalubha Road, B. F. Tamboli Bhavnagar CHAIRMAN AND MANAGING DIRECTOR Gujarat 364 002 DIN: 00145948 Dated: May 20, 2015


Mar 31, 2014

Dear Members,

The Directors of Tamboli Capital Limited present their Report with Audited Accounts of the Company for the year ended March 31, 2014.

1. Financial Results :

(Rs. In Lacs) 2013-2014 2012-2013

Total Income 122.54 117.31

Profit Before Taxation 107.01 104.27

Less : Provision for Taxation:

1. Current 17.73 17.35

2. Earlier years'' Tax (0.04) (0.04)

3. Deferred 0.01 0.03

Profit After Taxation 89.31 86.93

Adding thereto:

1. Balance brought forward -- -- from last Balance Sheet 2. Prior Period Adjustment -- -- Making a total amount available for 89.31 86.93 appropriation of which has been appropriated as follows:

1. Proposed Dividend 59.52 54.56

2. Corporate Dividend Tax -- 0.65

3. General Reserve 29.79 31.72

Leaving the balance to carried -- -- forward

2. Operations: The standalone total Income during the year shows increase of 4.46% over the previous year.

The standalone Profit Before Tax shows increase of 2.63% over previous year. The consolidated income shows increase of 6.75% over previous year. The consolidated Profit Before Tax shows increase of 1.45% over previous year, consolidated operations include the operations of TCL.

3. Dividend: The Directors are pleased to recommend a Dividend for the period ended March 31,2014 @ Rs 0.60 per share i.e. 6% on 99,20,000 Equity shares for the financial year 2013-2014 amounting to Rs. 59.52 Lacs. (Previous year Rs. 54.56 Lacs) subject to approval of the members at this Annual General Meeting.

4. Depository System: As the members are aware, the company''s shares are tradable in electronic form and the company has established connectivity with both the depositories, i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As of date shares representing 96.66% of the share capital are in the dematerialized form. In view of the numerous advantages offered by the Depository System, shareholders are requested to avail of the facility of dematerialisation of the Company''s shares on either of the Depositories as aforesaid.

5. Directors:

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Tushar B. Dalal & Mr. Bharat K. Shah as Independent Directors of the Company.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as IndependentDirectors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

Mr. Bipin F. Tamboli, Director of the Company who retires by rotation as required by the Companies Act, 2013, and being eligible offers himself for re-appointment.

Mr. P.A. Subramanian was appointed as an additional director effective from July 19, 2013. His terms of office expire at this Annual General Meeting. He being eligible, offers himself for re-appointment.

6. Auditors:

M/s. Sanghvi & Co., Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. Sanghvi & Co., as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 9th AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

Comment on Auditors'' Report:There is no adverse comment in the Auditors'' Report which requires any further explanation under Section 134 of the Companies Act, 2013

7. Listing: The Equity shares of the Company are listed on The Bombay Stock Exchange Limited (BSE) under Scrip Code: 533170.

8. Corporate Governance: Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited (BSE), Corporate Governance Report, Chairman''s and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

9. Management Discussion and Analysis : Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited (BSE), Management Discussion and Analysis Report is enclosed.

10. Particulars of Employees: The Company does not have any employee receiving remuneration of Rs. 5,00,000/- per month or Rs. 60,00,000/- per annum and therefore no particulars are required to be furnished under section 217(2A) of the Companies Act, 1956.

11. Subsidiary Company: The company has only one subsidiary (Wholly Owned) i.e. Tamboli Castings Limited, presently. Tamboli Castings Limited is a company engaged in manufacturing of investment castings.

12. Financial Information of Subsidiary Company: According to the general exemptions under section 129 of the Companies Act, 2013 granted by the Ministry of Corporate Affairs vide their circular No. 2/2011 dated 8.2.2011, the holding companies are exempted from attaching balance sheet of their subsidiary companies in the annual report. However summarized financial information of subsidiary company is given on page no. 32. This is in conformity with the aforesaid exemptions.

13. Directors'' Responsibility Statement: The Board of Directors report that:

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

b) Accounting policies have been selected and applied consistently and the judgements and estimates made 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 of the Company for that year.

c) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the Annual Accounts have been prepared on a going concern basis.

14. Compliance Certificate: A copy of this certificate is enclosed with this report.

15. Appreciation: The Directors thank the Bankers and the concerned authorities of the Government for their co-operation.

Registered Office: BY ORDER OF THE BOARD OF DIRECTORS Mahavir Palace, 8-A, Kalubha Road, B.F. tamboli Gujarat 364 002 CHAIRMAN AND MANAGING DIRECTOR DIN: 00145948


Mar 31, 2013

To The Members

The Directors of Tamboli Capital Limited present their Report with Audited Accounts of the Company for the year ended March 31, 2013.

1. Financial Results :

(Rs. In Lacs)

2012-2013 2011-2012

Total Income 117.31 98.56

Profit Before Taxation 104.27 87.20

Less: Provision for Taxation:

1. Current 17.35 14.23

2. Earlier years''Tax -(0.04) -(0.53)

3. Deferred 0.03

Profit After Taxation 86.93 73.50

Adding thereto:

1. Balance brought forward from last Balance Sheet

2. Prior Period Adjustment

Making a total amount available for appropriation of which has 86.93 73.50 been appropriated as follows:

1. Proposed Dividend 54.56 49.60

2. Corporate Dividend Tax 0.65 0.05

3. General Reserve 31.72 23.85

Leaving the balance to carried forward — —

2. Operations: The standalone total Income during the year shows increase of 19.02% over the previous year. The standalone Profit Before Tax shows increase of 19.58% over previous year. The consolidated income shows decrease of 9.24% over previous year. The consolidated Profit Before Tax shows decrease of 1.21% over previous year, consolidated operations include the operations of TCL.

3. Dividend: The Directors are pleased to recommend a Dividend for the period ended March 31, 2013 @ Rs 0.55 per share i.e. 5.50% on 99,20,000 Equity shares for the financial year 2012-2013 amounting to Rs. 54.56 Lacs. (Previous year Rs. 49.60 Lacs) subject to approval of the members at this Annual General Meeting.

4. Depository System: As the members are aware, the company''s shares are tradable in electronic form and the company has established connectivity with both the depositories, i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As of date shares representing 96.66% of the share capital are in the dematerialized form. In view of the numerous advantages offered by the Depository System, shareholders are requested to avail of the facility of dematerialisation of the Company''s snares on either of the Depositories as aforesaid.

5. Directors:

Shri Bharat K. Shah retires by rotation as required by the Companies Act, 1956, and being eligible, offers himself for re-election.

6. Auditors: The members will be requested at the forthcoming Annual General Meeting to appoint Auditors and fix their remuneration. M/s. Sanghavi & Co., the existing Auditors, are eligible for re-appointment.

Comment on Auditors'' Report:There is no adverse comment in the Auditors'' Report which requires any further explanation under Section 217(3) of the Companies Act, 1956

7. Listing: The Equity shares of the Company are listed on The Bombay Stock Exchange Limited (BSE) under Scrip Code: 533170.

8. Corporate Governance: Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited (BSE), Corporate Governance Report, Chairman''s and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

9. Management Discussion and Analysis : Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited (BSE), Management Discussion and Analysis Report is enclosed.

10. Particulars of Employees: The Company does not have any employee receiving remuneration of Rs. 5,00,000/- per month or Rs. 60,00,000/- per annum and therefore no particulars are required to be furnished under section 217(2A) of the Companies Act, 1956.

11. Subsidiary Company: The company has only one subsidiary (Wholly Owned) i.e. Tamboli Castings Limited, presently. Tamboli Castings Limited is a company engaged in manufacturing of investment castings.

12. Financial Information of Subsidiary Company: According to the general exemptions under section 212 of the Companies Act, 1956 granted by the Ministry of Corporate Affairs vide their circular No. 2/2011 dated 8.2.2011. The holding companies are exempted from attaching balance sheet of their subsidiary company in the annual report, however summarized financial information of subsidiary company is given on page no. 29, this is in conformity to the aforesaid exemptions.

13. Directors'' Responsibility Statement: The Board of Directors report that:

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

b) Accounting policies have been selected and applied consistently and the judgements and estimates made 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 of the Company for that year.

c) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the Annual Accounts have been prepared on a going concern basis.

14. Compliance Certificate:. A copy of this certificate is enclosed with this report.

15. Appreciation: The Directors thank the Bankers and the concerned authorities of the Government for their co-operation.

Registered Office: ON BEHALF OF THE BOARD OF DIRECTORS

Mahavir Palace, 8-A, Kalubha Road, B. F. Tamboli

Bhavnagar CHAIRMAN AND MANAGING DIRECTOR

Gujarat 364 002

Dated: May 3, 2013


Mar 31, 2012

The Directors of Tamboli Capital Limited present their Report with Audited Accounts of the Company for the year ended March 31, 2012.

1. Financial Results:

(Rs. In Lacs)

2011-2012 2010-2011

Total Income 98.56 43.29

Profit Before Taxation 87.20 28.48 Less: Provision for Taxation:

1. Current 14.23 0.53

2. Earlier year's Tax -(0.53) -(0.11)

3. Deferred - - Profit After Taxation 73.50 28.06 Adding thereto:

1. Balance brought forward from last - - Balance Sheet

2. Prior Period Adjustment - -

Making a total amount available for 73.50 28.06 appropriation of which has been appropriated as follows:

1. Proposed Dividend 49.60 -

2. Corporate Dividend Tax 0.05 -

3. General Reserve 23.85 28.06 Leaving the balance to carried forward - -

2. Operations: The standalone total Income during the year shows increase of 127.67% over the previous year. The standalone Profit Before Tax shows increase of 206.18% over previous year. The consolidated income shows increase of 47.66% over previous year. The consolidated Profit Before Tax shows increase of 84.27% over previous year

3. Dividend: The Directors are pleased to recommend a Dividend for the period ended March 31, 2012 @ Rs 0.50 per share i.e. 5% on 99,20,000 Equity shares for the financial year 2011 -2012 amounting to Rs. 49.60 Lacs. (Previous year Nil) subject to approval of the members at this Annual General Meeting.

4. Depository System: As the members are aware, the company's shares are tradable in electronic form and the company has established connectivity with both the depositories, i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As of date shares representing 96.44% of the share capital are in the dematerialized form. In view of the numerous advantages offered by the Depository System, shareholders are requested to avail of the facility of dematerialisation of the Company's shares on either of the Depositories as aforesaid.

5. Directors: Shri Bipin F. Tamboli retires by rotation as required by the Companies Act, 1956, and being eligible, offers himself for re-election.

6. Auditors: The members will be requested at the forthcoming Annual General Meeting to appoint Auditors and fix their remuneration. M/s. Sanghavi & Co., the existing Auditors, are eligible for re-appointment.

Comment on Auditors' Report: There is no adverse comment in the Auditors' Report which requires any further explanation under Section 217(3) of the Companies Act, 1956

7. Listing: The Equity shares of the Company are listed on The Bombay Stock Exchange Limited (BSE) under Scrip Code: 533170.

8. Corporate Governance: Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited (BSE), Corporate Governance Report, Chairman's and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

9. Management Discussion and Analysis : Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited (BSE), Management Discussion and Analysis Report is enclosed.

10. Particulars of Employees: The Company does not have any employee receiving remuneration of Rs. 5,00,000/- per month or Rs. 60,00,000/- per annum and therefore no particulars are required to be furnished under section 217(2A) of the Companies Act, 1956.

11. Subsidiary Company: The company has only one subsidiary (Wholly Owned) i.e. Tamboli Castings Limited, presently. Tamboli Castings Limited is a company engaged in manufacturing of investment castings.

12. Financial Information of Subsidiary Company: According to the general exemptions under section 212 of the Companies Act, 1956 granted by the Ministry of Corporate Affairs vide their circular No. 2/2011 dated 8.2.2011. The holding companies are exempted from attaching balance sheet of their subsidiary company in the annual report, however summarized financial information of subsidiary company is given on page no. 27, this is in conformity to the aforesaid exemptions.

13. Directors' Responsibility Statement: The Board of Directors report that:

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

b) Accounting policies have been selected and applied consistently and the judgements and estimates made 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 of the Company for that year.

c) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the Annual Accounts have been prepared on a going concern basis. 14. Compliance Certificate:. A copy of this certificate is enclosed with this report.

15. Appreciation: The Directors thank the Bankers and the concerned authorities of the Government for their co-operation.

ON BEHALF OF THE BOARD OF DIRECTORS B. F. Tamboli

CHAIRMAN AND MANAGING DIRECTOR

Registered Office:

Mahavir Palace, 8-A, Kalubha Road,

Bhavnagar

Gujarat 364 002

Dated: May 12,2012


Mar 31, 2011

The Members

The Directors of Tamboli Capital Limited present their Report with Audited Accounts of the Company for the year ended March 31, 2011.

1. Financial Results :

(Rs. in Lacs)

2010-2011 2009-2010

Total Income 43.29 47.60

Profit Before Taxation 28.48 27.62

Less: Provision for Taxation:

1. Current 0.53 -

2. Earlier years' Tax - (0.11)

3. Deferred - -

Profit After Taxation 28.06 27.62

Adding thereto:

1. Balance brought forward from last Balance Sheet - -

2. Prior Period Adjustment - -

Making a total amount available for appropriation of which has 28.06 27.62 been transferred to General Reserve.

2. Operations: The standalone total Income during the year shows decrease of 9.05% over the previous year. The standalone Profit Before Tax shows increase of 3.11% over previous year. The consolidated income shows increase of 103.57% over previous year. The consolidated Profit Before Tax shows increase of 122.94% over previous year

3. Dividend: The Directors have not recommend Dividend for the year 2010-2011.

4. Depository System: As the members are aware, the company's shares are tradable in electronic form and the company has established connectivity with both the depositories, i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As of date shares representing 76.68% of the share capital are in the dematerialized form. In view of the numerous advantages offered by the Depository System, shareholders are requested to avail of the facility of dematerialisation of the Company's shares on either of the Depositories as aforesaid.

5. Directors: Shri Tushar B. Dalal retires by rotation as required by the Companies Act, 1956, and being eligible, offers himself for re-election.

6. Auditors: The members will be requested at the forthcoming Annual General Meeting to appoint Auditors and fix their remuneration. M/s. Sanghavi & Co., the existing Auditors, are eligible for re-appointment.

7. Listing: The Equity shares of the Company are listed on The Bombay Stock Exchange Limited (BSE) under Scrip Code: 533170.

8. Change of Registrar & Transfer Agent (R&TA): During the year under review, the Company has changed its RTA from Link Intime India Pvt. Ltd, Ahmedabad to MCS Limited, Ahmedabad.

9. Corporate Governance: Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited (BSE), Corporate Governance Report, Chairman's and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

10. Management Discussion and Analysis : Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited (BSE), Management Discussion and Analysis Report is enclosed.

11. Particulars of Employees: Information in accordance with sub-section (2A) of Section 217 of the Companies Act, 1956, is presently not applicable.

12. Subsidiary Company: The company has only one subsidiary (Wholly Owned) i.e. Tamboli Castings Limited, presently. Tamboli Castings Limited is a company engaged in manufacturing of investment castings with in house facility of CNC machine shop.

13. Directors' Responsibility Statement: The Board of Directors report that:

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed.

b) Accounting policies have been selected and applied consistently and the judgements and estimates made 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 of the Company for that year.

c) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the Annual Accounts have been prepared on a going concern basis.

14. Compliance Certificate:. A copy of this certificate is enclosed with this report.

15. Appreciation: The Directors thank the Bankers and the concerned authorities of the Government for their co-operation.

ON BEHALF OF THE BOARD OF DIRECTORS B. F. Tamboli CHAIRMAN AND MANAGING DIRECTOR

Registered Office: Mahavir Palace, 8-A, Kalubha Road, Bhavnagar Gujarat 364 002 Dated: May 14, 2011


Mar 31, 2010

The Directors of Tamboli Capital Limited present their Report with Audited Accounts of the Company for the year ended March 31, 2010.

1. Financial Results :

(Rs. In Lacs)

2009-2010 2008-2009

Total Income 47.60 40.96

Profit Before Taxation 27.62 30.06

Less : Provision for Taxation:

1. Current - 2.50

2. Deferred - -

Profit After Taxation 27.62 27.56

Adding thereto:

1. Balance brought forward from last Balance Sheet - -

2. Prior Period Adjustment - -

Making a total amount available for appropriation of which has 27.62 27.56 been transferred to General Reserve.

2. Operations: The total Income during the year shows increase of 16.21% over the previous year. The Profit Before Tax shows decrease of around 8.00%. There were one time expenditure during the year including listing expenses.

3. Dividend: The Directors have not recommend Dividend for the year 2009-2010.

4. Depository System: As the members are aware, the company’s shares are tradable in electronic form and the company has established connectivity with both the depositories, i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As of date shares representing 76.15% of the share capital are in the dematerialized form. In view of the numerous advantages offered by the Depository System, shareholders are requested to avail of the facility of dematerialisation of the Company’s shares on either of the Depositories as aforesaid.

5. Directors:

a) Shri Bharat K. Shah retires by rotation as required by the Companies Act, 1956, and being eligible, offers himself for re-election.

b) Shri Tushar B. Dalal was appointed as an additional director effective from August 17, 2009. His terms of office expire at this Annual General Meeting. He being eligible, offers himself for re-appointment.

c) Shri Bipin F. Tamboli, has been appointed as Managing Director designated as Chairman and Managing Director for a period of five years effective from 29.04.2010 without any remuneration, subject to approval of the members in the General Meeting.

d) Shri I. F. Tamboli has resigned from the Board of Directors of the Company effective from October 16, 2009.

6. Auditors: The members will be requested at the forthcoming Annual General Meeting to appoint Auditors and fix their remuneration. M/s. Sanghavi & Co., the existing Auditors, are eligible for re-appointment.

7. Listing of Shares of the Company: The Equity shares of the Company were listed on The Bombay Stock Exchange Limited (BSE) on March 15, 2010 under Scrip Code: 533170.

8. Corporate Governance: Pursuant to Clause 49 of the Listing Agreement with The Bombay Stock Exchange Limited (BSE), Corporate Governance Report, Chairman’s and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

9. Management Discussion and Analysis : Pursuant to Clause 49 of the Listing Agreement with The Bombay Stock Exchange Limited (BSE), Management Discussion and Analysis Report is enclosed.

10. Particulars of Employees: Information in accordance with sub-section (2A) of Section 217 of the Companies Act, 1956, is presently not applicable.

11. Subsidiary Company: The company has only one subsidiary (Wholly Owned) i.e. Tamboli Castings Limited, presently. Tamboli Castings Limited is a company engaged in manufacturing of investment castings with in house facility of CNC machine shop. Further details of Tamboli Castings Limited operations are provided in this Annual Report.

12. Directors’ Responsibility Statement: The Board of Directors report that:

a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed.

b) Accounting policies have been selected and applied consistently and the judgements and estimates made 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 of the Company for that year.

c) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the Annual Accounts have been prepared on a going concern basis.

13. Compliance Certificate:. A copy of this certificate is enclosed with this annual report.

14. Appreciation: The Directors thank the Bankers and the concerned authorities of the Government for their co-operation.



Registered Office: BY ORDER OF THE BOARD OF DIRECTORS

Mahavir Palace, 8-A B. F. Tamboli

Kalubha Road, CHAIRMAN AND MANAGING DIRECTOR

Bhavnagar Gujarat 364 002

Dated: April 29, 2010


Mar 31, 2009

The Directors have pleasure in presenting their first Directors’ Report and audited statement of accounts of the Company for the period ended on March 31, 2009.

1. Financial Results :

(Rs. in Lacs) 2008-2009

Total Income 40.96

Profit Before Taxation 30.06

Less: Provision for Taxation:

1. Current 2.50

2. Deferred --

3. Fringe Benefit Tax --

Profit After Taxation 27.56

Adding thereto:

1. Balance brought forward from last Balance Sheet --

2. Prior Period Adjustment --

Making a total amount available for appropriation, 27.56 which has been transferred to General Reserve.

2. Operations: The Company has been incorporated on April 17, 2008 in the Financial Year under review. During the year, the company has received current assets in form of investment in shares and bonds alongwith related income accrued on the assets in form of banking assets according to the Scheme of Arrangement and Demerger between the Company and Investment Division of Investment & Precision Castings Limited as approved by The Hon’ble High Court of Gujarat vide its Order No. 4142/09 dated February 13, 2009. The Company has accordingly registered Rs. 40.96 Lacs as on Operational Income. During the said period, the company has earned Rs. 30.06 Lacs as Profit Before Tax.

3. Subsidiary Company: The company has received 100 % shares of Tamboli Castings Limited according to the terms of the Scheme of Arrangement and Demerger between Investment & Precision Castings Limited and as approved by the Hon’ble High Court of Gujarat vide its Order dated February 13, 2009. Therefore, Tamboli Castings Limited has now become a Wholly Owned Subsidiary of the Company effective from 13.2.2009. The particulars of annual accounts of Tamboli Castings Limited, Subsidiary of the Company, as required u/s. 212 of The Companies Act, 1956 are annexed herewith to the annual accounts of the Company.

4. Directors:

a) Shri B. F. Tamboli retires by rotation as required by the Companies Act, 1956, and being eligible, offers himself for re-election.

b) Shri Bharat K. Shah was appointed as an additional director effective from Mach 30, 2009. His terms of office expire at this Annual General Meeting. He being eligible, offers himself for re-appointment.

5. Particulars of Employees: Information in accordance with sub-section (2A) of Section 217 of the Companies Act, 1956, is presently not applicable.

6. Directors’ Responsibility Statement: Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representation received from the Operating Management, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

b) they have selected prudent accounting policies;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis.

7. ISIN for Company’s Equity Share: The Equity share of the company has been admitted in National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Limited (CDSL) and has been issued ISIN No. INE864J01012.

8. Registrar and Transfer Agent (RTA) of the Company: The Company has appointed M/s. Linkintime India Private Limited as the RTA of the Company. The address of the RTA is given below:

LINK INTIME INDIA PRIVATE LIMITED

211, Sudarshan Complex, Near Mithakhali Under Bridge

Navarangpura,Ahmedabad 380 009.

Telephone No. (91) (079) 2646 5179

Fax No. (91) (079) 2646 5179,

E-mail: ahmedabad@intimespectrum.com

9. Compliance Certificate: The company has obtained compliance certificate from Practicing Company Secretary on voluntary basis. A copy of this certificate is enclosed with this report.

10. Auditors: The members will be requested at the forthcoming Annual General Meeting to appoint Auditors and fix their remuneration. M/s. Sanghavi & Co., the existing Auditors, are eligible for re-appointment.

11. Appreciation: The Directors thank the Bankers and the concerned authorities of the Government for their co-operation.

Registered Office: BY ORDER OF THE BOARD OF DIRECTORS

Mahavir Palace, 8-A B. F. Tamboli

Kalubha Road, CHAIRMAN

Bhavnagar Gujarat 364 002 Dated: June 29, 2009

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