(change due to resignation of Mrs Taruna Piyush Patel and appointment of Mrs. Smita
Sanjay Patel as on 28th May, 2022)
- Term of Reference of the Sexual Harassment Committee of our Company include the
formulation, recommending to the Board, a Sexual Harassment policy which shall indicate
the activities to be undertaken by our Company to ensure that all employees maintain
appropriate standards of business and personal conduct with colleagues, clientsand with
the public at large.
The Objectives of the Policy
This Policy shall be read in line with the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The policy operates through informal
processes normally involving an intermediary means forresolving a problem. In the case of
Sexual Harassment, at first instance, the person (i.e. HOD / HR
/ Woman representative of the location) may be the point of first contact for anyone
seeking informal support/intervention to stop unwelcome behavior. A sense of restraint and
responsibility on the part of all concerned is critical for the effective functioning of
these guidelines. The preventive / informal process that can be adopted is as follows:
1. Convey to the person who is the cause of distress, about what that persons
actions, words, behavior is doing and convey in no uncertain terms that such behavior is
not appreciated. What is important is the ?Way a particular behavior, action or word is
perceived; ?Intent is of no consequence.
2. The second step would be to approach someone within the company preferably your
Superior or HR Representative. The Superior or HR Representative would then try and
counsel / talk it over with a view towards closing the matter amicably.
3. In any case all such incidents along with the resolution, needs to be reported to
the Head of HR who will then provide a short report to the Internal Complaints Committee
and the matter will be closed.
4. However, in the event of it not being resolved, then it would need to be escalated
to the Internal Complaints
Committee.
In the event of the complaint, not being resolved through informal mechanism, then it
would need to be escalated to the Internal Complaint Committee for redressal.
1. It is the obligation of all employees to report sexual harassment experienced by
them personally. A concerned co-worker may also inform the Complaints Committee of any
instance or behavior of sexual harassment by a co-worker towards another employee.
2. The concerned employee shall give his complaint in writing to any of the committee
member giving details of the incident within a week of its occurrence.
3. Once the complaint is received, it will be kept strictly confidential.
4. The person accused will be informed that a complaint has been filed against him/her
and no unfair acts of retaliation or unethical action will be tolerated. The Committee
shall ensure that a fair and just investigation is undertaken immediately.
5. Both the complainant and the alleged accused initially will be questioned separately
with a view to ascertain the veracity of their contentions. If required, the person who
has been named as a witness will need to provide the necessary information to assist in
resolving the matter satisfactorily.
6. The Chairperson after studying the report & discussion with the Committee
members shall submit her recommendation to the Executive Director within 10 days of
completing the inquiry.
7. The complainant and the accused shall be informed of the outcome of the
investigation. The investigation shall be completed within 3 months of the receipt of the
complaint. If the investigation reveals that the complainant has been sexually harassed as
claimed, the accused will be disciplined accordingly. The implementation of the
recommendation of Internal Complaint Committee by Executive Director should be done within
30 days of receipt of such recommendation.
14. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:
Your Company is committed to highest standards of ethical, moral and legal business
conduct. Accordingly,the Board of Directors has formulated a Whistle Blower Policy which
is in compliance with the provisions ofSection 177(10) of the Companies Act, 2013.
Employees can raise concerns regarding any discrimination, harassment, victimization, any
other unfair practice being adopted against them or any instances of fraud by or against
your Company. Any incidents that are reported are investigated and suitable action taken
in line with the Whistle Blower Policy
(https://www.nut-clamps.com/uploads/investor/Policy_for_Wristle_blower.pdf)
15. RISK MANAGEMENT POLICY
The Company has formulated a Risk Management Policy for dealing with different kinds of
risks which it faces in day to day operations of the Company. Risk Management Policy of
the Company outlines different kinds of risks and risk mitigating measures to be adopted
by the Board. The Company has adequate internal control systems and procedures to combat
the risk. The Risk management procedure will be reviewed by the Audit Committee and Board
of Directors on time to time basis.
16. POLICY ON PRESERVATION OF THE DOCUMENTS
The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange
Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015
(?Regulations ) on Preservation of the Documents to ensure safekeeping of the records and
safeguard the Documents from getting manhandled, while at the same time avoiding
superfluous inventory of Documents.
17. POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS
37
The Policy is framed in accordance with the requirements of the Regulation 30 of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Regulations). The objective of the Policy is to determine materiality
of events or information of the Company and to ensure that such information is adequately
disseminated in pursuance with the Regulations and to provide an overall governance
framework for such determination of materiality (https://www.nut-
clamps.com/uploads/investor/Policy_for_Determining_Materiality_of_Events_and_Information_for_Disclosures.
pdf).
18. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent Sexual Harassment of Women at Workplace a new act ?The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has
been notified on 9th December, 2013.Under the said Act every Company is required to set up
an Internal Complaints Committee to look into complaints relating to sexual harassment at
work place of any women employee.
The Company has adopted ?Anti-Sexual Harassment Policy constituted ?Redressed Committee
as required under section 4 (1) of Sexual harassment of women at work place (prevention,
prohibition and redressal) Act,2013. During the year under review, no complaint of
harassment at the workplace was received by the Committee
(https://www.nut-clamps.com/uploads/investor/Prevention_of_Sexual_Harassment.pdf).
19. AUDITORS :
(a) Statutory Auditors:-
R. A. Kuvadia & Co, Chartered Accountants, the Statutory Auditor of the Company be
and ishereby given their consent to act as a Statutory Auditor of the company to hold the
office for Financial Year 2022-23 to 2027-28 subject to confirmation in every year AGM In
this regard the Company has received certificate from the Auditors to the effect that if
they are appointed it would be in accordance with the provisions of section 141 of the
Companies Act, 2013. Accordingly, proposal for their appointment as Statutory Auditors is
being placed before the shareholders for approval at the 12th Annual General Meeting. The
firm was established in the year 1987 and rendering un-interrupted value added services to
the incorporated bodies, reputed business houses and High Net worth (HNI) individuals. CA
R. A. Kuvadia, Proprietor heads the Audit and Tax Department of the Firm. CA R. A. Kuvadia
has been in practice since last 32 years & has vast experience of diverse industries.
(b) Internal Auditors:-
MDSA& Associates (FRN 156810W) Chartered Accountants, Mumbai were appointed as the
Internal Auditors of the Company for the Financial Year 2022-23, who are acting
independently. The Board proposes to appoint them as Internal Auditors for the Financial
Year 2021-22. The Internal Auditors Report is to be submitted directly to the
Chairman of the Board of Directors. MDSA& Associates (FRN 156810W) is a Chartered
Accountancy firm based in Navi-Mumbai focused on Business, Financial & Tax Advisory,
Audit and Compliance Services. We have developed a unique tech-driven approach to regular
compliances and MSME lending.
Our approach is driven by our senior management, a group of senior ex-bankers and
professionals having an aggregate experience of more than 3 decades in project finance,
business banking and tax advisory.a. CA Merrick Dsouza CA Sanika Aroskar Practicing
Chartered Accountant is specialized in Audit and Tax Advisory. Associate Member of ICAI
having experience of 4 years in rendering Audit and Taxation service. He has handled
several assignments relating to Internal Audit, GST refund, GST department Audit,
Statutory Audit and Other Tax Compliance services. (c ) Secretarial Auditors:- CS. Gaurang
Manubhai Shah, Practicing Company Secretaries, Membership No. 32581 and Certificate
Practice Number 11953 were appointed as Secretarial Auditors of the Company as per
provisions of Section 204 of the Companies Act, 2013 and Rules made there under for the
Financial Year 2021-22. The Secretarial Audit Report for the Financial Year 2020 - 21 form
part of the Annual Report as Annexure to the Board Report. As the Board is satisfied with
the performance of the Secretarial Auditor, the Board proposes to appoint same as
Secretarial Auditor for the Financial Year 2021-22 also.
20. AUDITORS' REPORT
(a) Statutory Audit Report :-
M/s R A MARU & ASSOCIATES., Chartered Accountants, Mumbai, Firm Registration Number
141914W have issued their Report for the Financial Year ended 31st March 2022.
The Statutory Auditors not have observed any qualification in their report.
Disclosure about Cost Audit
The Central Government has not prescribed the maintenance of Cost records under section
148(1) of the Companies Act, 2013, for any of the services rendered by the Company.
(b) Secretarial Audit :-
A Secretarial Audit Report given by CS Gaurang shah, Company Secretary is
annexed with the report and isenclosed as Annexure.
1. Tembo USA INC (w.e.f 13.12.2019)
(Note: No foreign investment payment made by company till date as per management
confirmation letter).
2. The Company's shareholding in Saketh Seven Star Industries Limited (formerly known
as Saketh Seven Star Industries Private Limited) is diluted from 75% to 15.40% in the year
2021-22 due to fresh issue done by the subsidiary with effect from September, 2021. Hence
the holding of the company in Saketh Seven Star Industries Limited reduce to 15.40%.
3. The company has invested in its newly incorporated subsidiary with effect from 16th
June, 2020 ?Tembo Global
LLC ,Equity investment up to the 70% Share Capital of 7,000 share @ EGP 100 amounting
to 7,00,000 EGP in the financial year 2020-21. Loan payment made up to 50000 USD. No other
payment is made during the year 2021-22 Board comment:
1. As the payment for initial capital is not time bound in accordance with the New
Jersey Law were the subsidiary Tembo USA INC is incorporated. Hence the payment against
the Capital is not made during the year.
2. The subsidiary made fresh issue in September, 2021 to increase the shareholding of
the company, in order to comply with the provision for conversion of company from Private
Limited company to Public Limited Company through fresh issue of Equity share at Rs. 100
including Rs. 10 Face value and Rs. 90 Security Premium through private placement in
2021-22. The holding of the company in Saketh Seven Star Industries Private Limited was
reduced to 15.40%. Valuation of Shares was done by Aryaman Financial Service Limited.
3. The company incorporated newly subsidiary on 16th June, 2020 ?Tembo Global LLC and
made Equity investment up to the 70% Share Capital of 7,000 share @ EGP 100 amounting to
7,00,000 EGP in the financial year 2020-21 and Loan payment made up to 50000 USD. No other
payment has been done to the company and no income has been received from the company in
the year, 2021-22.
21. MANAGEMENT DISCUSSION ANALYSIS :-
Management Discussion & Analysis is given as an Annexure A
The Board has been continuing its efforts and taken the required steps in the following
areas:
1. Industry Structure and Development
2. Growth Strategy.
3. Segment-Wise Performance
4. Internal Control Systems and their adequacy
5. Strengths, Weaknesses, Opportunities and Threats
6. Financial Performance with respect to Operational Performance
8. Strict Compliances
9. Talent Management, Leadership Development, and Talent Retention.
10. Learning and Development
22. CREDIT & GUARANTEE FACILITIES:-
The Company has been availing secured loans, overdraft facilities and bank guarantee
facilities from Bank of India, from time to time for the business requirements.
23. INTERNAL AUDIT CONTROLS AND THEIR ADEQUACY
1. The Company has a proper and adequate system of internal controls, commensurate with
the size scale and complexity of its operations. This ensures that all transactions are
authorized, recorded and reported correctly, and assets are safeguarded and protected
against loss from unauthorized use or disposition. In addition, there are operational
controls and fraud risk controls, covering the entire spectrum of internal financial
controls.
2. To maintain its objectivity and independence the Internal Audit function reports to
the Chairman of the audit committee of the Board and to the Chairman and Managing
Director.
3. The internal Audit department monitors and evaluate the efficiency and adequacy of
the internal control
40 system in the Company, its compliance with operating systems, accounting procedures
and policies at all locations of the Company. Based on the report of internal audit
functions, process owner undertake corrective actions in their respective areas and
thereby strengthen the controls. Significant audit observationsand recommendations along
with corrective actions thereon are presented to the audit committee of the Board.
Adequacy of internal financial controls with reference to the financial statements
The Company has internal Auditors and the Audit Committee constituted are in place to
take care of the same. During the year, the Company continued to implement their
suggestions and recommendations to improve the control environment. Their scope of work
includes review of processes for safeguarding the assets of the Company, review of
operational efficiency, effectiveness of systems and processes, and assessing the internal
control strengths in all areas. Internal Auditors findings are discussed with the process
owners and suitable corrective actions taken as per the directions of Audit Committee on
an ongoing basis to improve efficiency inoperations.
24. CORPORATE GOVERNANCE
Your Company has been complying with the principles of good Corporate Governance over
the years. In compliance with Regulation 34 of the SEBI (LODR) Regulations 2015, a
separate report on Corporate Governance forms an integral part of this report as Annexure.
Board diversity
The Company recognizes and embraces the importance of a diverse board in its success.
We believe that a truly diverse board will leverage differences in thought, perspective,
knowledge, skill, regional and industry experience, cultural and geographical background,
age, ethnicity, race and gender, which will help us, retain our competitive advantage.
25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE:
There were no significant and material Orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and Companys operations in future.
26. DEPOSITS FROM PUBLIC
The Company has not accepted any Deposits within the ambit of Section 73 of the
Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.
27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER
SECTION,186
The particulars of loans, guarantees and investments have been disclosed in the
financial statements.
28. CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with Accounting Standard AS-21, the Consolidated Financial Statements are
furnished herewith and form part of this Report and Accounts. The same is separately
attached with Audit Report.
29. INSURANCE:
All the assets of the Company wherever necessary and to the extent required have been
adequately insured.
30. EMPLOYEE RELATIONS:
The relationship with the staff and workers continued to be cordial during the entire
year. The Directors wishto place on record their appreciation of the valuable work done
and co-operation extended by them at all levels. Further, the Company is taking necessary
steps to recruit the required personnel from time to time.
31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All transactions entered into with the related parties as defined under the Companies
Act, 2013 during the financial year were in the ordinary course of business and on
arms length pricing basis as per the management representation certificate provided
to auditor of the company and do not attract the provisions of Section 188of the Companies
Act, 2013. There are no materially significant transactions with the related parties
during the financial year which Ire in conflict with the interest of the Company and
hence, enclosing of form AOC- 2 isnot required, Suitable disclosure as required by the
Accounting Standards (AS 18) has been made in the notes to the Financial Statements.
Policy on Related Party Transactions
1. The Company has developed a Related Party Transactions Policy for purpose of
identification and monitoring of such transactions.
2. The objective of this Policy is to set out (a) the materiality thresholds for
related party transactions and; (b) the manner of dealing with the transactions between
the Company and its related parties based on the Act,Clause 23 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 and any other laws and regulations as may be applicable to the Company. The policy on
related party transactions as approved by the Board is uploaded on the Companys
website accessed at
https://www.tembo.in/wp-content/uploads/2021/12/Policy_for_relate_party_transaction.pdf
32. PARTICULARS OF EMPLOYEES
There are no employees drawing remuneration in excess of the limits prescribed under
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
Information as required under the provisions of Rules 5(2) & 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure
to the Directors Report.
33. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There are no material changes and commitments affecting the financial position of the
Company from the financial year ended 31st March, 2022 to the date of signing of the
Directors Report.
34. TRANSFER OF AMOUNT TO UNPAID DIVIDEND ACCOUNT
The declared dividend for the previous financial year 2020-21 of Rs.1./- per share
wholly paid and there was no unpaid dividend left to be transferred to Unpaid Dividend
Account.
35. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore, there are no funds which are required to be transferred to Investor
Education and Protection Fund (IEPF).
36. LISTING WITH STOCK EXCHANGES
At present the equity shares of the Company are listed on the Main Board Platform of
National Stock Exchange at Mumbai on 23rd April, 2021. The Company confirms
that it shall pay Annual Listing Fees due tothe National Stock Exchange for the year
2020-21.
37. INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992
read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to
time, the code of conduct for prevention of insider trading and the Code for Corporate
Disclosures ( Code), as approved by the Board from time to time, are in force by the
Company. The objective of this Code is to protect the interest of shareholdersat large, to
prevent misuse of any price sensitive information and to prevent any insider trading
activity by dealing in shares of the Company by its Directors, designated employees and
other employees. The Company also adopts the concept of Trading Window Closure, to prevent
its Directors, Officers, designated employees and other employees from trading in the
securities of M/S Tembo Global Industries Limited at the time when there is unpublished
price sensitive information
(https://www.tembo.in/wp-content/uploads/2022/03/Code-of-Insider-Trading.pdf).
38. DEPOSITORY SYSTEM
As the Members are aware, Your Companys shares are trade-able compulsorily in
electronic form and your Company has established connectivity with both National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited
(CDSL). In view of the numerous advantages offered by the depository system, the members
are requested to avail the facility of Dematerialization of the Companys shares on
NSDL & CDSL. The ISIN allotted to the Companys Equity shares is INE188Y01015.
39. EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3) (a) of the Companies Act, 2013, an Extract of the
Annual Return as per Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the
Companies (Management and Administration) Rules, 2014 in the prescribed Format MGT-9 is
appended as Annexure - 7 to the Boards Report.
40. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act, 2013, Board of Directors of the
Company,
(a) In preparation of the Annual Accounts for the financial year ended 31st March 2022,
the applicable Accounting Standards have been followed along with proper explanation to
material departures; As per Companies (Indian Accounting Standards) Rules, 2015 and vide
Notification dated February 16, 2015, IND AS is applicable to the company for the
Financial year 2021-22 as the company migrated from SME merge platform to Main Board on 23rd
April, 2021.
(b) The Directors have selected Accounting Policies, consulted the Statutory Auditors
and applied them consistently and made judgments and estimates that are reasonable and
prudent so as to give a true andfair view of the state of affairs of the Company as at end
of the financial year and of the profit or loss of the Company, for that period. Three
year Financial have been restated so as to comply with the requirement of financial
reporting under IND AS.
(c) The Directors have taken proper and sufficient care to the best of their knowledge
and ability 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 and
(d) The Directors have prepared the Annual Accounts of the company on a going concern
basis;
(e) 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 there is a proper system to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
41. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO :-
The particulars as prescribed under Sub Section (3) (m) of Section 134 of the Companies
Act, 2013, read withthe Companies (Accounts) Rules, 2014.
A. Conservation of Energy:
The Companys core activity is pipe support hanger and related which is civil
engineering consuming sector. The Company is making every effort to conserve the usage of
civil engineering also the Company is trying to save electricity.
B. Technology Absorption (R&D, Adaptation and Innovation):
1. Efforts, in brief, made towards technology absorption, adaptation and innovation:
(i) Continuous research to upgrade existing products and to develop new products and
services.
(ii) To enhance its capability and customer service the Company continues to carry out
R & D activities in house.
2. Benefits derived as a result of the above efforts:
(i) Introduction of new and qualitative products. (ii) Upgrade of existing products.
3. Future plan of action:
TEMBO GLOBAL will continue to invest in and adopt the best processes and methodologies
suited to its lineof business and long-term strategy. Training employees in the latest
appropriate technologies will remain a focus area. The Company will continue to leverage
new technologies and also on the expertise available.
C. Foreign Exchange Earnings and Outgo
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign
Exchange outgo during the year in terms of actual Outflows:- (Amount in Rupees)