To,
The Members,
TEMBO GLOBAL INDUSTRIES LIMITED
( CIN: L29253MH2010PLC204331)
Regd. Plot No- PAP D- 146/ 147,
TTC MIDC, Turbhe,
Navi Mumbai-400705.
Your Directors delightfully presents the 11thAnnual Report on the business
and operation of the Companytogether with the Audited Financial Accounts for the year
ended 31st March, 2021.
1. FINANCIAL HIGHLIGHT
Particulars |
2020-21 |
2019-20 |
Revenue from Operation |
1,046,240,980 |
787,266,630 |
Other Income |
1,391,944 |
1,595,376 |
Total Income |
1,047,632,924 |
788,862,006 |
Operating, Depreciation and Other Expenses |
978,054,758 |
739,433,543 |
Administrative and Finance Cost |
23,033,675 |
15,882,326 |
Total Expenses |
1,001,088,433 |
755,315,869 |
Profit before Tax and prior period items |
46,544,491 |
33,546,137 |
Less: Prior Period Expenses |
(257,931) |
|
Profit before Tax |
46,286,560 |
33,546,137 |
Less: Provision for Current Tax |
12,400,000 |
8,850,000 |
Provision for Deferred Tax |
655,305 |
71,597 |
Income Tax for earlier year |
192,720 |
120,050 |
Profit After Tax |
34,349,145 |
24,504,490 |
2. STATE OF COMPANY'S FINANCIAL AFFATRS:-
During the year under review your Companys turnover of Rs.1,046,240,980 in
the current year 2020-21 compared to Rs. 787,266,630 in the previous fiscal year
2019-20, registering an increase. The Turnover of the Company for the year under review is
stable.
The Board has taken all necessary steps to expand its activities by making new
technologies and innovations and also by adding new services and products.
3. NATURE OF BUSINESS
Your Company was incorporated as SAKETH EXIM PRIVATE LIMITED under the Companies Act,
1956 vide Certificate of Incorporation dated June, 16 2010 issued by the Registrar of
Companies, Maharashtra, Mumbai, India. Further, Your Company was converted from Private
Limited to a Public Limited Company vide shareholders resolution dated December 07, 2017
and consequently the name of your Company was changed to -SAKETH EXIM LIMITED II pursuant
to a Certificate of Incorporation dated December 19th , 2017. The name of the
company was change to avail the benefit of aligning with the company famous brand
TEMBOI which is globally familiar brand. Consequently the name of your Company was
changed to TEMBO GLOBAL INDUSTRIES LIMITED I pursuant to The Fresh Certificate of
Incorporation dated March 13th; 2020.The Corporate Identification Number (CIN)
of my Company is L29253MH2010PLC204331. TEMBO GLOBAL INDUSTRIES LIMITED is in the business
of vide range of production Our Company has a varied product portfolio and a wide scope
including jobbing, machining, manufacturing and fabrication of various engineering goods,
steel products, nuts, bolts, various types of clamps, saddle hose clamps, various types of
hangers, various types of Bolts etc. Further our product portfolio includes all types of
bathroom pipes, fittings, bathroom accessories and sanitary wares These products are used
in the applications for Fire fighting, Plumbing, HVAC, Mechanical and Electrical
Installations.
4. CHANGE IN THE NATURE OF BUSINESS
During the year the Company has not changed its business. The company has invested in
its newly incorporated Wholly owned subsidiary Saketh Seven Star Industries Private
Limited I up to the 75% Share Capital of 750000 share @ Rs.10/- amounting to Rs.
75,00,000/-; in the financial year 2020-21. Company disinvested in the subsidiary in the
ratio of 25% through fresh issue through private placement in 2020-21. Hence the holding
of the company in Saketh Seven Star Industries Private Limited reduce to 75%.
The company has invested in its newly incorporated subsidiary Tembo Global LLC up
to the 70% Share Capital of 7,000 share @ EGP 100 amounting to 7,00,000 EGP in the
financial year 2020-21
The company has also formed of wholly owned subsidiary named TEMBO USA INC with
identification number 0450444698. The company was incorporated on 13th
December, 2019. The cost incurred for formation is $1000.
5. DIVIDEND
Your Directors recommend for approval of the members at the ensuing Annual General
Meeting payment of final dividend of 10% per equity share (Rs.1/- per equity share) for
the financial year ended March, 2021.
The Dividend will be paid in compliance with the applicable regulations.
The dividend will be paid to the members whose names appears in the Register of Members
between 23rd November, 2021 in respect of shares held in dematerialized form, it will be
paid to the members whose names are furnished by National Securities Depository Limited
and Central Depository Services (India) Limited as beneficial owners as on that date.
6. LISTING
The Equity Shares of the Company are listed on SME Emerge Platform of NSE Limited
w.e.f. 13THAugust, 2018. The Equity Shares of the Company are listed on NSE
Limited w.e.f. 23rd April, 2021. The Company is regular in payment of Annual
Listing Fees. The Company has paid Listing fees up to the year2020-21.
7. DEMATERTALTSATTON OF EQUITY SHARES:
All the Equity Shares of the Company are in dematerialized form with the depositories
as mentioned below:-
1. NSDL - National Securities Depository Limited
2. CDSL - Central Depository Services Ltd The ISIN No. allotted is INE869Y01010.
8. THE BOARD AND KMP :
(a) Composition of the Board of Directors :
The Company has following composition of the Board
1. Mr. Sanjay Jashbhai Patel |
Managing Director and Executive Director |
2. Ms. Fatema Shabhir Kachwala |
Executive and Non Independent Director |
3. Mrs. Taruna Piyush Patel |
Non executive and Non Independent Director |
4. Mr. Jasbir Singh Anand |
Independent Director Non-Executive Director' |
5. Mr. J ehan Darayus V ariava |
Independent Director Non-Executive Director |
6. Mr. Shabbir Huseni Merchant |
CFO(KMP) |
7. Ms. Tasneem Husain Marfatia |
Company Secretary (KMP) |
8. Mrs. Smita Sanjay Patel (Retired on 23rd February, 2021) |
Non executive and Non Independent Director |
Pursuant to the provisions of Sections 149 and Section 152 read with Schedule IV and
all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment
and Qualification of Directors) Rules, 2014 Mr. Jehan Darayus Variava (DIN: 07825744), Mr
Jasbir Singh Anand (DIN: 08017248), continue as Independent Directors of the Company.
The Company has received necessary declaration from each Independent Director of the
Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the
criteria of their independence laid down in Section 149(6) of the Act.
(b) Retirement by Rotation:-
In terms of Section 152 of the Companies Act, 2013 Mr. Shalin Sanjay Patel (DIN:
08579598), Director of the Company is liable to retire by rotation at the forthcoming
Annual General Meeting and being eligible, offered himself for re-appointment.
The Board confirms that none of the Directors of the Company is disqualified from being
appointed as Director in terms of Section 164 of the Companies Act, 2013 and necessary
declaration has been obtained from all the Directors in this regard.
(c) Appointment and Changes of Key Managerial Personnel during the Year
There is no change in appointment of Key Managerial Personnel during the Financial Year
2020-21.
9. DISCLOSURE UNDER SEXUAL HARAASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION
& REDRESSAL) ACT. 2013. :-
The Company has always believed in providing a safe and harassment free workplace for
every individual working in premises and always endeavors to create and provide an
environment that is free from discrimination and harassment including sexual harassment
During the year ended 31st March, 2021, the Company has not received any
complaint pertaining to sexual harassment.
10. DETAILS OF REMUNERATION TO DTRECTORS:-
The remuneration paid to the Directors is in accordance with the recommendations of
Nomination and Remuneration Committee formulated in accordance with Section 178 of the
Companies Act, 2013 and any other re-enactment(s) for the time being in force.
11. DECLARATION BY INDEPENDENT DIRECTORS:-
Every Independent Director, at the first meeting of the Board in which he participates
as a Director and hereafter at the first meeting of the Board in every Financial Year,
gives a declaration that he meets the criteria of independence as provided under law.
12. DETAILS OF REMUNERATION TO DIRECTORS
The information relating to remuneration of Directors and details of the ratio of the
remuneration of each Director to the median employees remuneration and other details
as required pursuant to section 197(12) of the Act read along with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in
Annexure.
13. COMMITTEES OF THE BOARD
Currently, the Board has Six Committees the Audit Committee, Nomination &
Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders
Relationship Committee and Internal Complaints Committee, Sexual Harassment Committee,
Disaster Management committee. All Committees, except the Corporate Social Responsibility
Committee, Internal Complaints Committee and, Sexual Harassment Committee consist of
Independent Directors. Disaster Management committee was formed to tackle with the COVID19
situation and reopening of the factory and office of the company.
(a) Audit Committee
The Board has constituted Audit Committee as required under Companies Act, 2013. The
Composition ofthe Committee is as under:
Name of the Member |
Designation |
MR. JASBIR SINGH JASWANT SINGH ANAND |
Chairman |
MR. JEHAN DARAYUS VARIAVA |
Member |
MRS. FATEMA S. KACHWALA |
Member |
The role of the Audit Committee shall include the following:
1. Oversight of my Companys financial reporting process and the disclosure of its
financial information to ensure that the financial statements are correct, sufficient and
credible;
2. Recommending to the Board, the appointment, re-appointment and, if required, the
replacement or removal of the statutory auditor and the fixation of audit fees;
3. Approval of payment to statutory auditors for any other services rendered by the
statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditors
report thereon before submission to my Board for approval, with particular reference to:
(a) Matters required to be included in the Directors Responsibility Statement to
be included in our Boards report in terms of clause (c) of sub-section 3 of section
134 of the Companies Act;
(b) Changes, if any, in accounting policies and practices and reasons for the same;
(c) Major accounting entries involving estimates based on the exercise of judgment by
management;
(d) Significant adjustments made in the financial statements arising out of audit
findings;
(e) Compliance with listing and other legal requirements relating to financial
statements;
(f) Disclosure of any related party transactions; and
(g) Qualifications in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission
to my Board for approval;
6. Reviewing and monitoring the auditors independence and performance, and
effectiveness of audit process;
7. Approval or any subsequent modification of transactions of the listed entity with
related parties;
8. Scrutiny of inter-corporate loans and investments;
9. Valuation of undertakings or assets of the listed entity, wherever it is
10. Evaluation of internal financial controls and risk management systems;
11. Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;
12. Reviewing with the management, performance of statutory and internal auditors, and
adequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure
of the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit;
14. Discussion with internal auditors any significant findings and follow up there on;
Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the board;
15. Discussion with statutory auditors before the audit commences, about the nature and
scopeof audit as Ill as post-audit discussion to ascertain any area of concern;
16. To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors;
17. To review the functioning of the Whistle Blower mechanism, in case the same is
existing;
18. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other
person heading the finance function or discharging that function) after assessing the
qualifications, experience & background, etc. of the candidate.
19. Carrying out any other function as is mentioned in the terms of reference of the
Audit Committee.
(b) Nomination and Remuneration Committee
- The Board has constituted Nomination and Remuneration Committee as required under
Companies Act, 2013. The Composition of the Committee is as under:
Name of the Member |
Designation |
MR. JASBIR SINGH JASWANT SINGH ANAND |
Chairman |
MR. JEHAN DARAYUS VARIAVA |
Member |
MRS. TARUNA PIYUSH PATEL |
Member |
- In terms of the provisions of Section 178(3) of the Companies Act, 2013, the
Nomination and Remuneration Committee is responsible for formulating the criteria for
determining the qualifications, attributes and Independence of a Director. The Nomination
and Remuneration Committee is also responsible for recommending to the Board a policy
relating to the remuneration of the Directors, Key Managerial Personnel and Senior
Management. In line with the requirement, the Board has adopted a Nomination and
Remuneration Policy for Directors, Key Managerial Personnel and Senior Managementwhich is
as follows.
Objectives of the Policy
The objectives of this policy are as detailed below:
To formulate the criteria for determining qualifications, competencies, positive
attributes and independence for appointment of a Director (Executive / Non-Executive) and
recommend to the Board policies relating to the remuneration of the Directors, Key
Managerial Personnel and other employees.
The policy also addresses the following items: Committee member qualifications;
Committee member appointment and removal; Committee structure and operations; and
Committee reporting to the Board.
To formulate the criteria for evaluation of performance of all the Directors on
the Board;
To devise a policy on Board diversity; and
Identifying persons who are qualified to become Directors and who may be
appointed in senior management in accordance with the criteria laid down, and recommend to
the board of Directors their appointment and removal.
Whether to extend or continue the term of appointment of the independent
director, on the basis of the report of performance evaluation of independent Directors.
To lay out remuneration principles for employees linked to their effort,
performance and achievement relating to the Companys goals.
Remuneration Policy
- The Companys remuneration policy is driven by the success and performance of
the individual employees and the Company. Compensation philosophy is to align Directors
and Tembo Global Minds with the business objectives, so that compensation is used as a
strategic tool that helps the company to recruit, motivate and retain highly talented
individuals who are committed to my core values. We believe that our compensation programs
are integral to achieving our goals. Through its compensation program, the Company
endeavors to attract, retain, develop and motivate a high performance workforce. The
Company follows a compensation mix of fixed pay, benefits and performance based variable
pay. Individual performance pay is determined by business performance of the Company. The
Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed
component) and performance incentives, commission (variable component) to its Chairman,
Managing Director and other Executive Directors. Annual increments are decided by the
Nomination & Remuneration Committee within the salary scale approved by the Board and
Shareholders.
(c) Stakeholder foktionstap Committee:- The
Board has constituted Stakeholder Relationship Committee as required under Securities
Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations,
2015 (-Regulations!).
The Composition of the Committee is as under:
Name of the Member |
Designation |
MR. JASBIR SINGH JASWANT SINGH ANAND |
Chairman |
MR. SANJAY JASHBHAI PATEL |
Member |
MRS. FATEMA S. KACHWALA |
Member |
Set forth below are the terms of reference of my Stakeholders Relationship Committee.
1. Considering and resolving grievances of shareholders, debenture holders and other
security holders;
2. Redressal of grievances of the security holders of my Company, including complaints
in respect of transfer of shares, non-receipt of declared dividends, balance sheets of my
Company, etc.;
3. Allotment of Equity Shares, approval of transfer or transmission of equity shares,
debentures or any other securities;
4. Issue of duplicate certificates and new certificates on split/consolidation/renewal,
etc.
5. Overseeing requests for dematerialization and re-materialization of shares; and
6. Carrying out any other function contained in the equity listing agreements as and
when amended from time to time.
Investor Grievance Redressal Policy
The Company has adopted an internal policy for Investor Grievance handling, reporting
andsolving.
(d) Corporate Social Responsibility Committee:- The Corporate Social Responsibility
Committee was constituted by our Directors videresolution dated December 29, 2020 pursuant
to section 135 of the Companies Act, 2013.
The Composition of the Committee is as under:
Name of the Member |
Designation |
MRS. TARUNA PIYUSH PATEL |
Chairman |
MR. JASBIR SINGH JASWANT SINGH ANAND |
Member |
MR. JEHAN DARAYUS VARIAVA |
Member |
- The terms of reference, powers and scope of the Corporate Social Responsibility
Committee of our Company is in accordance with Section 135 of the Companies Act, 2013.
The Objectives of the Policy
This Policy shall be read in line with Section 135 of the Companies Act 2013, Companies
(Corporate Social Responsibility Policy) Rules, 2014 and such other rules, regulations,
circulars, and notifications (collectively referred hereinafter as =Regulations=)
as may be applicable and as amended from time to time and will, inter-alia, provide for
the following:
Establishing a guideline for compliance with the provisions of Regulations to
dedicate a percentage of Company=s profits for social projects.
Ensuring the implementation of CSR initiatives in letter and spirit through
appropriate procedures and reporting
Creating opportunities for employees to participate in socially responsible
initiatives. Set forth below are the terms of reference of my Corporate Social
Responsibility Committee.
1. To formulate and recommend to the Board, a Corporate Social Responsibility Policy
which shall indicate the activities to be undertaken by the Company as specified in
Schedule VII as amended from time to time;
2. To recommend the amount of expenditure to be incurred on the activities referred to
in clause (a) subject to the limit provided under Section 135 of the Companies Act;
3. To monitor the corporate Social Responsibility Policy of our Company from time to
time;
4. To institute a transparent monitoring mechanism for implementation of the CSR
projects or programs or activities undertaken by the Company;
5. Any other matter as the Corporate Social Responsibility Committee may deem
appropriate after approval of the Board of Directors or as may be directed by the Board of
Directors from time to time.
(e) Internal Complaints Committee:- The Internal Complaints Committee was constituted
by our Directors vide resolution dated December 26, 2018 and was re-constituted on
February 23, 2021.
The Composition of the Committee is as under:
Name of the Member |
Designation |
MRS. TARUNA PIYUSH PATEL |
Chairman |
MRS FATEMA S KACHWALA MEMBER |
Member |
MR. JEHAN DARAYUS VARIAVA |
Member |
- Term of Reference of the Internal Complaints Committee of our Company include the
formulation, recommending to the Board, a Grievance Redressal policy which shall indicate
the activities to be undertaken by our Company to provide the employees with an easy and
accessible mechanism for settlement of their individual grievances and adopt measures for
expeditious settlement of the grievances. Grievances should be addressed ina sensitive
manner to avoid any potential backlash to the aggrieved employee and care should be taken
to prevent the spread of malicious gossip or rumors.
(f) Sexual Harassment Committee:- The Sexual Harassment Committee was constituted by
our Directors vide resolution datedDecember 26, 2018 and was re-constituted on February
23, 2021.
The Composition of the Committee is as under:
Name of the Member |
Designation |
MRS. TARUNA PIYUSH PATEL |
Chairman |
MRS FATEMA S KACHWALA MEMBER |
Member |
MR. JEHAN DARAYUS VARIAVA |
Member |
- 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 for resolving 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 WayII a particular behavior, action or
word is perceived; Intend 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. VTGTL MECHANTSM 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 of Section 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 POLTCY
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 ofrisks 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. POLTCY ON PRESERVATTON 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. POLTCY ON CRTTERTA FOR DETERMTNTNG MATERTALTTY OF EVENTS
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_Disclos
ures.pdf).
18. OBLTGATTON OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTTON. PROHTBTTTON 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: -
M/s R A MARU & ASSOCIATES., Chartered Accountants, the Statutory Auditor of the
Company be and is hereby given their consent to act as a Statutory Auditor of the company
to hold the office For Financial Year 2017-18 to 2021-22 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 re-appointment as Statutory Auditors is being placed
before the shareholders for approval at the 10th Annual General Meeting.
(b) Internal Auditors:-
Vridhi & Associates., (FRN:-141142W) Chartered Accountants, Mumbai were appointed
as the Internal Auditors of the Company for the Financial Year 2021-22, 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.
M/s Vridhi & Associates (FRN-141142W) is a Chartered Accountancy firm based in
Mumbai established in August 2015 providing value added professional services viz.
Statutory Audits to Corporates & Non Corporate Entities, Internal Audits, Tax Audits,
Income Tax Advisory, GST Advisory, Bank Branch Concurrent Audits, Bank Branch Statutory
Audit & ROC Advisory Services to its clients. CA. VRIDHI DALAL (M. No. 166936) is the
proprietor of the firm and a Fellow Member of the Institute of Chartered Accountants of
India.
She has completed her Diploma in Information System Audit (ICAI) and also successfully
completed the Certificate Course on Concurrent Audit of Banks conducted by the IASB, ICAI.
& also Certificate Course on Forensic Accounting and Fraud Detection (FAFD, ICAI).
(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 2021.
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 has invested in its newly incorporated Wholly owned subsidiary Saketh
Seven Star Industries Private Limitedll up to the 75% Share Capital of 750000 share @
Rs.10/- amounting to Rs. 75,00,000/-; in the financial year 2020-21.
Company disinvested in the subsidiary in the ratio of 25% through fresh issue through
private placement in 2020-21. Hence the holding of the company in Saketh Seven Star
Industries Private Limited! reduce to 75%.
3.1. Tembo LLC (w.e.f 05.03.2020) this company is dissolved.
3.2. 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.
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. Company disinvested in the subsidiary in the ratio of 25% through fresh issue of
Equity share at Rs. 36 including Rs. 10 Face value and Rs. 26 Security Premium through
private placement in 2020-21. The holding of the company in Saketh Seven Star Industries
Private Limited was reduced to 75%. Valuation of Shares was done by Aryaman Financial
Service Limited.
3.1 The proposed investment in subsidiary established in Egypt on 5th March, 2020 named
" Tembo LLC" with identification number 20-05566-1-06, in which the company
intended to hold 67% of the share capital of the company has been withdrawn for the reason
as stated below:-
1. Uncertainty caused due to COVID19 PANDEMIC.
2. Partnering arrangements come to an end.
3.2. 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.
21. MANAGEMENT DTSCUSSTON ANALYSTS :-
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. CREDTT & GUARANTEE FACTLTTTES:-
The Company has been availing secured loans, overdraft facilities and bank guarantee
facilities from Bank ofIndia, from time to time for the business requirements.
23. TNTERNAL AUDTT CONTROLS AND THETR 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 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. DETATLS OF STGNTFTCANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS TMPACTTNG THE GOTNG CONCERN STATUS AND COMPANY'S OPERATTONS TN 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. DEPOSTTS FROM PUBLTC
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. PARTTCULARS OF LOANS. GUARANTEES OR TNVESTMENTS UNDER SECTTON.186
The particulars of loans, guarantees and investments have been disclosed in the
financial statements.
28. CONSOLTDATED FTNANCTAL 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. TNSURANCE:
All the assets of the Company wherever necessary and to the extent required have been
adequately insured.
30. EMPLOYEE RELATTONS:
The relationship with the staff and workers continued to be cordial during the entire
year. The Directors wish to 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. PARTTCULARS OF CONTRACTS OR ARRANGEMENTS WTTH RELATED PARTTES:
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 188 of 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
www.nut-clamps.com/pdf/Related Party Transactions Policy Husys.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 TF ANY AFFECTTNG THE FTNANCTAL POSTTTON OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FTNANCTAL YEAR TO WHTCH THESE FTNANCTAL 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, 2021 to the date of signing of the
Directors Report.
34. TRANSFER OF AMOUNT TO UNPATD DTVTDEND ACCOUNT
The declared dividend for the previous financial year 2019-20 of Rs.1.5/- per share
wholly paid and there was no unpaid dividend left to be transferred to Unpaid Dividend
Account.
35. TRANSFER OF AMOUNT TO TNVESTOR EDUCATTON AND PROTECTTON 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. LTSTTNG WTTH 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 to the National Stock Exchange for the year
2020-21.
37. TNSTDER TRADTNG REGULATTONS
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.nut-clamps.com/uploads
/director/Code%20of%20 Insider%20T rading.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 2021,
the applicable Accounting Standards have been followed along with proper explanation to
material departures; As per Companies (Indian Accounting Standards) Rules, 2015 a nd
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 ANDFOREIGN 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. T echnology 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 line of 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 duringthe year in terms of actual Outflows:-
(Amount in Rupees)
Particulars |
2020-21 |
2019-20 |
Foreign Exchange Earnings |
54,88,66,602.00 |
387,265,598 |
Foreign Exchange Outgo |
21,95,357.00 |
14,794,903 |
Foreign Exchange Gain |
25,77,723.00 |
6,980,263 |
42. POST BALANCE SHEET EVENTS
The Company has not indulged in any activity pursuant to the provisions of the
Companies Act 2013 and Rules made there under after the Board Meeting held on June 14th,
2021.
43. ACKNOWLEDGMENTS
Your Directors express their sincere gratitude for the assistance and co-operation
extended by Banks, Government Authorities, Shareholders, Suppliers and Customers. Your
Directors also wish to place on record their appreciation of the contribution made by the
employees at their levels towards achievements of the Companys goals.
For M/S TEMBO GLOBAL INDUSTRIES LIMITED
Date: 14/06/2021 |
Sd/- |
Sd/- |
Place: New Mumbai |
SANJAY PATEL |
SHALIN PATEL |
|
Managing Director |
Director |
|
DIN: 01958033 |
DIN: 08579598 |
|