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Tamboli Capital

BSE: 533170|ISIN: INE864J01012|SECTOR: Finance - Investments
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Directors Report Year End : Mar '18    Mar 17

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

Source : Dion Global Solutions Limited
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