Tembo Global Industries : Annual General Meeting

NOTICE OF THE 12TH ANNUAL GENERAL MEETING

To,

The Members,

TEMBO GLOBAL INDUSTRIES LIMITED

( CIN: L24100MH2010PLC204331)

Regd. Plot No- PAP D- 146/ 147,TTC MIDC, Turbhe, Navi Mumbai-400705

NOTICE is hereby given that the 12th Annual General Meeting of TEMBO GLOBAL INDUSTRIES LIMITED will be held on Tuesday, the 20th day of December 2022 at 04.00 P.M., IST at Venue HOTEL YOGI METROPOLITAN Plot No.4, Sector 24, Opp. Sanpada RLY STN, Sanpada, Navi Mumbai 400 706, Tel: [phone] and the registered office of the company add is Plot No- PAP D- 146/ 147, TTC MIDC, Turbhe, Navi Mumbai--400705

TO TRANSACT THE FOLLOWING BUSINESS: -ORDINARY BUSINESS:

To consider and if thought fit, to pass with or without modification(s), the following resolution as anOrdinary Resolution:

1. To approve the presented Standalone Audited Financial Statements and Consolidated Audited Financial Statements, Auditors Report and Board of Directors report for the financial year ended on 31st march 2022.
   "RESOLVED THAT the Standalone Audited Financial Statements and Consolidated Audited Financial Statements of the Company for the year 2021-22 together with the Auditors Report and Board of Directors Reports of the Company for the year 2021-22 as presented to the meeting be and hereby, approved and adopted.‖
2. To consider re-appointment of Mr. Shalin Sanjay Patel (holding DIN : 08579598), who retires by rotation in terms of Section 152(6) of the companies Act,2013 and being eligible offers himself for re- appointment For details of Director seeking re-appointment at the Annual General meeting please refer Annexure I

"RESOLVED THAT Mr. Shalin Sanjay Patel (holding DIN: 08579598), who retires by rotation and eligible for reappointment, in the Annual General Meeting, be and is hereby appointed as Director of the Company.‖

RATIFY APPOINTMENT OF AUDITOR

3. To appoint R. A. Kuvadia & Co., Chartered Accountant, bearing ICAI Firm Registration No. 105487W as Statutory Auditor and in this regard, to consider and if thought fit, to pass, with or without modification, the following resolution as an Ordinary Resolution:

"RESOLVED THAT R. A. Kuvadia & Co., Chartered Accountant, bearing ICAI Firm Registration No. 105487W be and are hereby appointment at the 12th Annual General Meeting as Statutory Auditors of

the Company for a term of Five years, to hold office till the conclusion of the 17th Annual General Meeting of the Company on such remuneration to be fixed by the Board of Directors of the Company.‖

APPOINTMENT OF INTERNAL AUDITOR

4. To appointment of MDSA & Associates (FRN 156810W), Chartered Accountant, Internal Auditor and in this regard, to consider and if thought fit, to pass, with or without modification, the following resolution asan Ordinary Resolution:

"RESOLVED THAT MDSA & Associates (FRN 156810W), Chartered Accountant, be and are hereby re- appointment at the 12th Annual General Meeting as Internal Auditors of the Company, to hold office till the conclusion of the 13th Annual General Meeting of the Company on such remuneration to be fixed bythe Board of Directors of the Company.‖

REAPPOINTMENT OF SECRETARIAL AUDITOR

5. To re-appoint of CS. Gaurang Manubhai Shah, Practicing Company Secretaries, Membership No. 32581 and Certificate Practice Number 11953 as Secretarial Auditors of the Company and in this regard, to consider and if thought fit, to pass, with or without modification, the following resolution asan Ordinary Resolution:

"RESOLVED THAT CS. Gaurang Manubhai Shah, Practicing Company Secretaries, Membership No. 32581 and Certificate Practice Number 11953, be and are hereby re- appointment at the 12th Annual General Meeting as Secretarial Auditors of the Company, to hold office till the conclusion of the 13th Annual General Meeting of the Company on such remuneration to be fixed by the Board of Directors ofthe Company.‖

DIVIDEND

6. To consider and approve the dividend recommended by the Board for the Financial Year 2021-22

"RESOLVED THAT a final dividend of Rs.01.20/- per equity share on the paid up equity share capital of the company as recommended by the Board be and is hereby declared.‖

REPORTS:

7. To consider and adopt IFCR report and Secretarial audit report from auditors.

"RESOLVED THAT the IFCR report and secretarial audit report of the company for the year ended31st March, 2022 as presented to the meeting be and hereby, approved and adopted.‖

INCREASE IN REMUNERATION OF CHIEF EXECUTIVE OFFICER MR. SHABBIR HUSENI MERCHANT

8. To approve the increase in remuneration of Mr. Shabbir Huseni Merchant Chief Financial

Officer of the company w.e.f 01st April, 2022.

To consider and if thought fit, to pass, with or without modification(s), the following resolution as Ordinary Resolution:

"RESOLVED THAT consent of the members be and is hereby accorded for revising the terms of remuneration payable to Mr. Shabbir Huseni Merchant, as may be fixed by the Board from time to time on recommendation of the Nomination and Remuneration Committee, including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year such that the remuneration payable to him shall not exceed Rs. 49,00,000 (Rupees Fourthy Nine Lakhs Only) per year with effect from 01st April, 2022, on the terms and conditions, as mutually decided, with liberty to the Directors / Nomination and Remuneration Committee and Board of Directors in its meeting held on June 25, 2022 to alter and vary the terms and conditions of the said appointment in such manner as may be agreed between the Directors and Mr. Shabbir Huseni Merchant, such variation or increase in the aforesaid remuneration may be beyond the permissible limits as under the relevant provisions of Section 196, 197 of the Companies Act, 2013 pursuant to notification issued by Ministry of Corporate Affairs (MCA) dated 12 September 2018.

"RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) and / or Company Secretary of the Company, be and are hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution."

SPECIAL BUSINESS:

9. To increase in the borrowing powers of the Board under Section 180 (1) (c ) upto Rs. 125.00 crore

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT in supersession of all earlier resolutions passed in this regard and pursuant to provisions of 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof, for the time being in force), consent of the Members of the Company beand is hereby accorded to the Board of Directors to borrow money, from time to time at its discretion either fromthe Company's bank or any other bank, financial institutions or any other lending institutions or persons on such terms and conditions as may be considered suitable by the Board of Directors up to a limit not exceeding in the aggregate Rs. 125,00,00,000/- [Rupees One Hundred Twenty Five Cores Only] notwithstanding that themoneys to be borrowed together with the money already borrowed by the Company (apart from temporary loansobtained from the Company's Bankers in the ordinary course of business), will exceed the aggregate of the paid upcapital of the Company and its free reserves that it is to say, reserves not set apart for any specific purpose;

"RESOLVED FURTHER THAT the Board be and is hereby authorized to take such actions and steps, including delegation of authority, as may be necessary and to settle all matters arising out of and incidental thereto and to signand execute on behalf of the Company such agreements, deeds, applications, documents and writings as may be required in this regard and generally to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this resolution.‖

10. To increase in the borrowing powers of the Board under Section 180 (1) (a ) upto Rs. 125.00 crore

To consider and, if thought fit, to pass, with or without modifications, the following resolutionas a Special Resolution:

"RESOLVED THAT in supersession of all earlier resolutions passed in this regard and pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013(including any statutory modification(s) or re-enactment thereof, for the time being in force), the consent be and is hereby accorded to the Board of Directors or any Committee constituted by the Board (hereinafter referred to as ‗the Board') for creating the mortgage/pledge/hypothecation/charge on the whole or part of the Company's land, building thereon, machinery, stocks, book debts and all other assets whether movable or immovable of the Company situated in India or abroad in one or more Branches and/or conferring power to enter upon and take possession of the assets of the Company in certain events to or in favor of any of the financial institution(s), bank(s), body corporate(s), lending institution(s) or person(s) to secure the working capital facilities/term loans/corporate loans/debentures/other credit facilities raised/to be raised by the Company from such financial institution(s), bank(s), body corporate(s), lending institution(s) or person(s) together with interest at the respective agreed rates, compound/additional interest, commitment charge, charges on prepayment or on redemption, costs, charges, expenses and all other moneys payable/to be payable to the financial institution(s), bank(s), body corporate(s), lending institution(s) or person(s) in terms of their respective agreements/letters of sanction/ memorandum of terms and conditions, entered into/to be entered into by the Company in respect of the said working capital facilities/term loans/corporate loans/debentures/other credit facilities up to a sum not exceeding Rs. 125,00,00,000/- [Rupees One Hundred Twenty Five Cores Only] for company at any time;

"RESOLVED FURTHER THAT the Board be and is hereby authorized to take such actions and steps as may be necessary and to settle all matters arising out of and incidental thereto and to finalize the form, extent and manner of and the documents and deeds, as may be applicable, for creating the mortgage/pledge/hypothecation/ charge on the whole or part of the Company's land, building thereon, machinery, stocks, book debts and all other assets whether movable or immovable of the Company situated in India or abroad on such terms and conditions as may be decided by the Board in consultation with the lenders and generally to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this resolution.‖

11. To consider and, if thought fit, to pass, with or without modifications, the following resolution as a Special Resolution:

Resolution of section 186 of the Companies Act, 2013 (Loan and investment by the company to subsidiary)

"RESOLVED THAT‖ the consent of the Company be and is hereby accorded to the Board of Directors in terms of the provisions of Section 186 of the Companies Act, 2013 and the Board including any Committee of Directorsbe and is hereby authorized, subject to the approval of the Reserve Bank of India, if any, and FEMA regulation and other applicable Rules, Regulations, Guidelines (including any statutory modifications or re-enactment thereof for the time being in force) and such conditions as may be prescribed by any of the concerned authorities,notwithstanding that the aggregate loans and guarantees to any bodies corporate and persons and investment in securities of any bodies corporate exceeds the limits specified under Section 186 of the Companies Act, 2013, read with the applicable rules, circulars or

clarifications there under:-

• To make/give from time to time any loan or loans to anybody or bodies corporate, whether in India or outside,which may or may not be subsidiary (ies) of the Company or to any persons as the Board may think fit, in pursuance of Section 186 of the Companies Act, 2013 (including any ordinance or statutory modification or re-enactment thereof, for the time being in force) to the extent of the following limits:

Investment in Overseas Subsidiary and Joint Venture of the company and Loans to Overseas Subsidiaries and Joint Venture of the company, other Bodies Corporate or Persons upto USD 250,000/- (US Dollar Two Lakh Fifty Thousand only).

• To Invest the Funds Of The Company:

The Chairperson informed that the company may invests its surplus funds time to time for different purposes within the limit envisaged under section 186 read with rule 11 of companies (Meetings of Board and its Powers) Rules, 2014 of the Companies Act, 2013. The approval of the Shareholder is hereby accorded to Board in accordance withsection 179(3) (e) of Companies Act, 2013.

"RESOLVED THAT pursuant to the provisions of section 179 (3) (e) and subject to limit envisaged under Section 186 read with rule 11 of companies (Meetings of Board and its Powers) Rules, 2014 of the Companies Act,2013 the consent of the Shareholder be and is hereby accorded to Board for investment of surplus funds upto Rs. 5,00,00,000/- (Rupees Five Crore Only) at any time during the financial year 2021- 22.‖

"RESOLVED FURTHER THAT Mr. Sanjay Jashbhai Patel (DIN: 01958033) Managing Directors of the Company be and is hereby authorized to do all such other things, acts and deeds etc. as may be required to complywith all formalities in this regard.‖

12. To approve the increase in remuneration of Ms. Fatema Shabbir Kachwala Din (06982324) being whole time director of the company.

To consider and if thought fit, to pass, with or without modification(s), the following resolution as Special Resolution:

"RESOLVED THAT Pursuant to the provisions of Section 197 read with Part I and Section I of Part II of Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof), applicable clauses of the Articles of Association of the Company and recommendation of the Nomination and Remuneration Committee and Audit Committee, approval of the Company be and is hereby accorded for payment of remuneration to Ms. Fatema Shabbir Kachwala Din (06982324) Whole Time Director of the Company, on the terms and conditions including remuneration as mentioned below:

1 Basic Salary: Rs.400,000/- per month w.e.f. April 01, 2022

3 Free furnished accommodation with gas, electricity, water, furnishing, servants, security, drivers etc.