DIRECTORS' REPORT TO THE MEMBERS The Directors of Tamboli Capital Limited present their Eighth Report with Audited Accounts of the Company for the year ended March 31, 2016. 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 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. Tamboli 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 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 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. 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), Wholetime 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 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 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. 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. BY ORDER OF THE BOARD OF DIRECTORS B. F. Tamboli CHAIRMAN AND MANAGING DIRECTOR DIN: 00145948 Registered Office: Mahavir Palace, 8-A, Kalubha Road, Bhavnagar Gujarat 364 002 Dated: May 13, 2016 |