To
The Members
The Directors of Tamboli Industries Limited (formerly known as Tamboli Capital
Limited) present their 16th Report with Audited financial statements of the
Company for the year ended on March 31, 2024.
1. FINANCIAL RESULTS:
(Rs in lacs)
|
2023-2024 |
2022-2023 |
|
Consolidated |
Standalone |
Consolidated |
Standalone |
| Revenue from Operations |
7506.15 |
288.58 |
8307.98 |
306.93 |
| Profit before Interest, Depreciation and Tax |
1519.52 |
170.93 |
2038.33 |
212.33 |
| Finance Cost |
20.03 |
- |
106.18 |
0.01 |
| Profit before Depreciation and Tax |
1499.49 |
170.93 |
1932.15 |
212.32 |
| Depreciation |
436.84 |
0.95 |
435.29 |
0.17 |
| Profit/(Loss) before Tax and Exceptional items |
1062.65 |
169.98 |
1496.86 |
212.15 |
| Tax Expense |
300.53 |
20.29 |
440.45 |
28.00 |
| Deferred Tax/(Credit) |
9.49 |
2.62 |
1.19 |
(0.09) |
| Exceptional Items |
- |
- |
- |
- |
| Net Profit/(Loss) after Tax |
752.63 |
147.07 |
1055.22 |
184.24 |
| General Reserve |
- |
- |
- |
- |
| Balance carried forward |
752.63 |
147.07 |
1055.22 |
184.24 |
2. OPERATIONS AND CHANGE IN NATURE OF BUSINESS:
Consolidated revenue from operations decreased from Rs 830798 Lacs to Rs 7506.15 Lacs,
decrease of 9.65 % and profit before tax from Rs 1496.86 Lacs to Rs 1062.65 Lacs, decrease
of 29% over the previous year, The standalone revenue from operations decreased from Rs
306.93 Lacs to Rs 288.58 Lacs and profit before tax decreased from Rs 212.15 Lacs to Rs
169.98 Lacs decrease of 19.88% over the previous year, this was due to receipt of lower
dividend from subsidiary as compared to previous year. During the year the Company has
altered it's main object by passing special resolution through postal ballot.
3. DIVIDEND:
The Directors are pleased to recommend a Dividend for the period ended March 31,2024 @
Rs 1.00 per share i.e. 10% on 99,20,000 Equity shares for the financial year 2023-2024
amounting to Rs 99.20 Lacs. (Previous year Rs 99.20 Lacs) subject to approval of the
members at this Annual General Meeting.
4. CHANGE IN FINANCIAL REPORTING STANDARDS:
The Ministry of Corporate Affairs issued "The Companies (Indian Accounting
Standards) Rules,
2015 and amendment thereto "The Companies (Indian Accounting Standards) Amendment
Rules, 2016 as converged version of International Financial Reporting System (IFRS).
Further "General instructions for preparation of Balance Sheet and Statements of
Profit and Loss of a Company", for compliance and implementation of said rules are
also notified by Govt. As per MCA notification, your Company has prepared the financial
statements for the year under reviewing as per the Indian accounting Standards (Ind AS)
for your approval.
5. RESERVES:
The Board of Directors of the Company has proposed not to transfer any amount to
general reserves.
6. DEPOSITS:
During the period under review Company has not accepted or renewed any deposits from
the public.
7. 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, in this
report, no material changes and commitments which could affect the Company's financial
position have occurred between the ends of the financial year of the Company and date of
this report.
8. 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.
9. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 152 (6) of the Companies Act, 2013 and other
applicable provisions, if any, of the Companies Act, 2013 (including any statutory
modification or re-enactment thereof for the time being in force) Mr. Vipul H. Pathak
(DIN: 09391337) Whole-Time Director of the Company is liable to retire by rotation at the
ensuing AGM and being eligible offers himself for reappointment.
There are no other changes in Directorship and Key Managerial Personnel of the Company
during the year under review.
However, after closure of financial year Mrs. Nikita Vaibhav Tamboli (DIN: 06870441)
was appointed by the Board of Directors as an Additional Director of the Company effective
from 28.05.2024 who holds office upto the date of this Annual General Meeting of the
Company under Section 161(1) of the Companies Act, 2013 ("the act"). Approval of
the members is sought to confirm her appointment as Director of the Company at the ensuing
Annual General Meeting.
10. DECLARATION RECEIVED FROM 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.
11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
Five (5) board meetings were held during the period under review. Board meeting dates
are (1) 11.05.2023, (2) 25.05.2023, (3) 02.08.2023, (4) 08.11.2023 and (5) 08.02.2024.
Details of attendance of Directors at the Board Meetings during the financial year
2023-2024 and at the last Annual General Meeting held on 28.09.2023 are given below:
| Name |
Position |
Meetings held during the tenure of Directors |
Meetings attended |
Attendance at the last AGM held on 28.09.2023 |
| Mr. Vaibhav B. Tamboli |
Chairman and Managing Director |
5 |
5 |
Yes |
| Mrs. Neha R. Gada |
Non-Executive Independent Woman Director |
5 |
4 |
Yes |
| Mr. Anand Bharatkumar Shah |
Non-Executive Independent Director |
5 |
5 |
Yes |
| Mr. Suketu Nareshbhai Shah |
Non-Executive Independent Director |
5 |
4 |
Yes |
| Mrs. Nikita Vaibhav Tamboli* |
Non-Executive, NonIndependent Director, Promoter Director |
N.A. |
N.A. |
N.A. |
| Mr. Vipul Harshadrai Pathak |
Whole-Time Director & CFO |
5 |
5 |
Yes |
"Appointed on 28.05.2024
The intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013.
12. 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.
13. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES:
During the year, Nomination and Remuneration Committee has reviewed 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.
Based on the evaluation of Nomination and Remuneration Committee, the board is
collectively of the opinion that the overall performance of the Board, committees thereof
and the individual Directors are satisfactory and conducive to the growth and progress of
the Company and meets the requirements.
14. 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.
15. 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.
16. LISTING:
The Equity shares of the Company are listed on BSE Ltd. under Scrip Code: 533170.
17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
17.1 The Company has one wholly owned subsidiary, details of which are as under:
| Sr. No. |
Name of entity |
CIN/LLPIN |
| 1 |
Tamboli Castings Limited |
U27320GJ2004PLC044926 |
17.2 Company's wholly owned subsidiary, Tamboli Castings Limited has two wholly
owned subsidiaries, details of which are as under. These companies are tier 2 subsidiary
of Company:
| Sr. No. |
Name of entity |
CIN/LLPIN |
| 1 |
Tamboli Metaltech Private Limited (Formerly Tamboli Osborn Metaltech Private Limited) |
U27109GJ2011PTC065284 |
| 2 |
Tamboli Profiles Private Limited |
U27109GJ2011PTC067033 |
Company does not have any associate Company within the meaning of Section 2(6) of the
Companies Act, 2013.
The salient features of the financial statement of subsidiary companies are given in
Form AOC-1, annexed herewith as Annexure-I and forms part of this report.
18. ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the
Annual Return as on 31st March, 2024 is available on the Company's website at
https://tamboliindustries.com/investors/2024/07/ MGT7024.pdf
19. 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. |
Mrs. Neha R. Gada |
Independent Director - Chairperson |
| 2. |
Mr. Anand B. Shah |
Independent Director - Member |
| 3. |
Mr. Suketu N. Shah |
Independent Director - Member |
| 4. |
Mr. Vaibhav |
Chairman and Managing |
|
B. Tamboli |
Director - Member |
| 5. |
Mrs. Nikita |
Non-Executive, |
|
V. Tamboli |
Non-Independent, Promoter Director - Member |
| 6. |
Mr. Vipul H. Pathak |
Whole-Time Director & CFO - Member |
The Audit Committee met 5 (five) times during the year 2023-24 and the dates of the
meeting are as follows: (1) 11.05.2023, (2) 02.08.2023, (3) 29.08.2023,
(4) 08.11.2023 and (5) 08.02.2024
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.
(vii) To approve related party transactions and to recommend it to Board for their
approval with or without modification.
20. NOMINATION AND REMUNERATION POLICY:
The Board of Directors of the Company has already constituted "Nomination and
Remuneration Committee" consisting of three (3) members/directors and all members 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-II.
The Composition of Nomination and Remuneration Committee is mentioned below:
Mrs. Neha R. Gada - Chairperson Mr. Anand B. Shah - Member Mr. Suketu N. Shah - Member
Mrs. Nikita V. Tamboli - Member
The Nomination and Remuneration Committee met (1) One time on 08.02.2024 during the
year 2023-24.
21. 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.tamboliindustries.com.
22. 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.
23. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:
The Company has adopted amended "Code of Conduct for Prevention of Insider Trading
and Fair Disclosure of Unpublished Price Sensitive Information" in View of SEBI
(Prohibition of Insider Trading) [Amendment] Regulation, 2018 and subsequent amendment to
SEBI (PIT) Regulation and interalia defines policy to determine "Legitimate
Purpose". The necessary preventive actions, including closure of trading window on
any price sensitive events information are taken care. All covered person have given
declarations affirming compliance with the said code. The detailed amended policy is
uploaded on Company's website.
24. 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
1.4.2023 |
Transactions during the year 2023-2024 |
Balance outstanding as on 31.3.2024 |
|
Paid |
Repayment received |
|
| Tamboli Chemico (India) Pvt. Ltd. 9,00,000 |
- |
9,00,000 |
- |
(ii) The Company has made investments as per the following details:
| Name of the Company |
Balance outstanding as on 1.4.2023 |
Transactions during the year 2023-2024 |
Balance outstanding as on 31.3.2024 |
|
|
Purchase |
Sales |
|
| 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 |
(iii) The Company has not given any guarantee for self and also not for its subsidiary
or associate companies
25. 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-III.
26. 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: ' Nil
(ii) Foreign Exchange Outgo: ' Nil
Note: Since the Company does not have any manufacturing operations during the year
under review, details of Conservation of Energy, Technology Absorption are not applicable
to the Company.
27. 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 Rs 25 cr. as on the last date of the previous year. Paid up
capital and net worth of the Company not exceeding the prescribed limit in previous year,
hence, provisions of Corporate Governance are not applicable to the Company.
28. MANAGEMENT DISCUSSION AND ANALYSIS:
As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 Management Discussion and Analysis Report is enclosed.
29. MANAGERIAL REMUNERATION:
a. The Statement of particulars of employees under Section 197(12) read with Rule 5(2)
and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules,
2014 is not provided herewith as during the financial year under review, no employee of
the Company including Whole-Time Director and CFO & Chairman and Managing Director was
in receipt of remuneration in excess of the limits set out in the said rules.
b. The information relating to remuneration of the Directors as required under the
provisions of Section 197(12) of the Act is given in Note-30 below.
30. 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: Remuneration paid to Whole-Time Director
and Chief Financial Officer of the Company is increased by 18.02% over previous year.
Ratio to be median remuneration to the employees is 1: 4.00.
b. The percentage increase in remuneration of each director, Chief Executive Officer,
Chief Financial Officer, Company Secretary in the financial year: As mentioned above, an
increase of 18.02% in remuneration paid to Whole-Time Director and CFO and an increase of
11.82% in remuneration paid to Company Secretary over the previous year.
c. The percentage increase in the median salaries of employees in the financial year:
11.82%.
d. The number of permanent employees on the rolls of the Company: There are 4 (four)
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 14%.
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. However, statement containing the names of top ten employees will be made available
on request sent to the Company on email ID: direct1@tamboliindustries.com.
31. 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, 2024. The Secretarial Audit Report issued by
Mr. Ashish Shah, Practicing Company Secretary, in form MR-3 is enclosed and forms a part
of this report.
Comment of 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.
32. 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.
33. AUDITORS:
At the 14th 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 19th AGM. M/s P A R K & Co., Chartered
Accountants, will continue to act as auditors of the Company till financial year 2026-27.
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.
34. MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER
SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013 AND STATUS OF THE SAME:
The provisions regarding maintenance of cost records as specified by the Central
Government under sub-section (1) of Section 148 of the Companies Act, 2013 are not
applicable to the Company.
35. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at the workplace and has
adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required
under law, an Internal Complaints Committee (ICC) has been constituted for reporting and
conducting inquiry into the complaints made by the victim on the harassment at the work
place. During the year under review, there were no complaints pertaining to sexual
harassment.
The policy on Sexual Harassment at Workplace is placed on the Company's website.
36. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION
143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
No frauds have been noticed or reported during the year under audit report which is
reportable to the Central Government.
37. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:
During the year under review, the Company has not made any application before the
National Company Law Tribunal under Insolvency and Bankruptcy Code, 2016 for recovery of
outstanding loans against customer and there is no pending proceeding against the Company
under Insolvency and Bankruptcy Code, 2016.
38. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:
It is not applicable to the Company during the financial year.
39. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively.
40. 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, |
|
| Bhavnagar, |
|
| Gujarat 364002 |
Vaibhav B. Tamboli |
| Dated: May 28, 2024 |
Chairman, CEO & Managing Director |
| Place: Bhavnagar |
DIN: 00146081 |
|