Home  »  Company  »  Tamboli Capital  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Tamboli Capital Ltd.

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



 
Subscribe now to get personal finance updates in your inbox!