Mar 31, 2018
The Directors of Tamboli Capital Limited present their 10th Report with Audited financial statements of the Company for the year ended March 31, 2018.
1 Financial Results :
(Rs. In Lacs)
2017-2018 |
2016-2017 |
|
Revenue from operations |
175.93 |
163.68 |
Profit before Interest, Depreciation and Tax |
151.76 |
141.65 |
Finance Cost |
0.03 |
- |
Profit before Depreciation and Tax |
151.73 |
141.65 |
Depreciation |
0.04 |
0.09 |
Profit/(Loss) before Tax and Exceptional items |
151.69 |
141.56 |
Tax Expense |
15.45 |
18.13 |
Deferred Tax/(Credit) |
(0.01) |
(0.01) |
Exceptional Items |
- |
- |
Net Profit/(Loss) after Tax |
136.25 |
123.44 |
Appropriations: |
||
Proposed Dividend |
* |
* |
Corporate Dividend Tax |
0.00 |
0.00 |
General Reserve |
66.81 |
54.00 |
Balance carried forward |
69.44 |
69.44 |
* 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, 2018.
2 Operations:
The standalone total income during the year shows an increase of 7.48% over the previous year, and Profit Before Tax shows an increase of 7.15% over the previous year. The consolidated income shows a marginal increase of 1.06% over the previous year, the consolidated Profit Before Tax is at 1055.30 Lacs, almost the same as last year and continues to have a healthy EBITDA margin of 26.22%. During the year the Company has not changed its business activities.
3 Dividend:
The Directors are pleased to recommend a Dividend for the period ended March 31, 2018 @ Rs.0.70 per share i.e. 7% on 99,20,000 Equity shares for the financial year 2017-2018 amounting to Rs.69.44 Lacs.(Previous year Rs.69.44 Lacs) subject to approval of the members at this Annual General Meeting.
4 Reserves:
The Board of Directors of the Company proposes Rs.66.81 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 has relinquished the position of Chairman & Managing Director effective from the close of business hours on August 8, 2017, however he continues to be Chairman and Director of the Company
Mr. Vaibhav B. Tamboli (DIN: 00146081) was appointed as Whole Time Director and CEO of the Company effective from August 9, 2017 based on the recommendations of the Nomination and Remuneration Committee, subject to the approval of members in the ensuing Annual General Meeting of the Company. He also retires by rotation at this Annual General Meeting and being eligible offers himself for re-appointment.
Mrs. Neha R. Gada (DIN: 01642373) was appointed as an additional director w.e.f. 26.05.2018, her terms of office expires at this Annual General Meeting. She being eligible, offer herself for appointment. As per section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 she is being now proposed to be appointed as an Independent Director to hold office as per her tenure of appointment mentioned in the Notice of Annual General Meeting 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. Board meeting dates are (1) 18.05.2017, (2) 08.08.2017, (3) 11.11.2017 and (4) 06.02.2018. Details of attendance of Directors at the Board Meetings during the financial year 2017-2018 and at the last Annual General Meeting held on 08.08.2017 are given below:
Name |
Position |
Meetings held during the tenure of Directors |
Meeting s attended |
Attendance at the last AGM held on 08.08.2017 |
Mr. Bipin F. Tamboli |
Chairman |
4 |
4 |
Yes |
Mr. Tushar B. Dalal |
Non-Executive Independent Director |
4 |
1 |
No |
Mr. Pradeep H. Gohil |
Non-Executive Independent Director |
4 |
4 |
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 |
Whole Time Director and CEO |
4 |
4 |
Yes |
The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
11 Directors'' Responsibility Statement:
As required under clause (c) of sub-section (3) of section 134 of the Companies Act, 2013, directors, to the best of their knowledge and belief, state that:
i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
iv) the directors had prepared the annual accounts on a going concern basis;
v) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
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 authorised, recorded and reported correctly The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors.
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 salient 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 Requirements) Regulations, 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 Whole Time Director and CEO - Member
The scope of audit committee is defined as under:
i) To approve financial results and to recommend it to Board for their approval with or without modification.
ii) To take note of compliance of legal requirements applicable to Company.
iii) To review changes in accounting policies and practices, if any.
iv) To take note of irregularities or fraud in the business activity of the Company, if any
v) To take note of payment of statutory dues of the Company
vi) To review internal audit findings and to take note of qualification in the internal audit report, if any.
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 Requirements) Regulations, 2015. All appointment(s) of Director(s), Whole-time Director(s), Key Managerial Person(s) are being made on recommendations of Nomination and Remuneration Committee. A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Company''s policy on appointment and remuneration of Directors and Key Managerial Personnel which was approved and adopted by the Board of Directors. The Nomination and Remuneration Policy is attached with the report as Annexure-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 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 1.4.2017 |
Transaction during the year 2017-2018 |
Balance outstanding as on 31.3.2018 |
|
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 1.4.2017 |
Transaction during the year 2017-2018 |
Balance outstanding as on 31.3.2018 |
|
Paid |
Repayment received |
|||
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 are not applicable to the Company.
26. Corporate Governance:
As per amended provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, provisions of corporate governance are not applicable to listed Companies having paid up capital not exceeding Rs.10 cr. and net worth not exceeding '' 25 cr. as on the last date of the previous year. Paid up capital and net worth of the Company are not exceeded the prescribed limit in previous year, hence, provisions of Corporate Governance are not applicable to the Company.
27. Management Discussion and Analysis:
As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) 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 the 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 the Board meeting and committee meeting and therefore ratio of the remuneration of each director to the median remuneration of employee is not provided.
b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year: As mentioned above, none of the Directors are receiving any remuneration from the Company. However, there is an increase of 18% in remuneration paid to CFO during the year.
c. The percentage increase in the median salaries of employees in the financial year: 11% 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 11 to 18% 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, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board on the recommendations of the Audit Committee, has appointed Mr. Ashish Shah, Practicing Company Secretary, to conduct the Secretarial Audit of the Company for the financial year ended 31st March, 2018. The Secretarial Audit Report issued by Mr. Ashish Shah, Company Secretary, in form MR-3 is enclosed and forms a part of this report.
Comment on Secretarial Audit Report:
There is no adverse comment in the Secretarial Auditors'' report which requires any further explanation under Section 134 of the Companies Act, 2013.
31 Cash Flow Statement:
As required under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 with the Stock Exchanges, the Cash Flow Statement is attached to the Balance Sheet.
32 Auditors:
At the 9th Annual General Meeting (AGM), the members appointed M/s P A R K & Co., Chartered Accountants, as Statutory Auditors of the Company, for a period of 5 years till the conclusion of 14th AGM, subject to ratification at every AGM.
However, Ministry of Corporate Affairs, vide its Notification dated 7th May, 2018 amended provisions of Rule 3(7) of Companies (Audit and Auditors) Rules, 2014 and accordingly, provisions of requirement of ratification of appointment of auditor at every general meeting is dispensed with. Therefore, at the ensuing general meeting members are not required to ratify Auditor''s appointment and M/s P A R K & Co., Chartered Accountants, will continue to act as auditors of the Company till financial year 2021-22.
Comment on Auditors'' Report:
There is no adverse comment in the Auditors'' Report which requires any further 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 co-operation 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
Gujarat 364 002 DIN : 00145948
Dated: May 26, 2018
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  Â
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 companyÃs 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 CompanyÃs 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, ChairmanÃs 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. Directorsà 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 Directorsà 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 HonÃble 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 HonÃble 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. Directorsà 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 CompanyÃs 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: [email protected]
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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