The Board of Directors hereby presents its 33rd Director’s Report on business & operations of your Company (‘the Company’) along with Audited Financial Statements for the financial year ended 31st March, 2018.
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FINANCIAL RESULTS
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(Figures in Lakhs)
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Particulars
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Standalone
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F.Y. 2017-18
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F.Y.2016-17
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Revenue from operations
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4014.58
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2384.70
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Revenue from other Income
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13.78
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292.53
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Total Revenue
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4028.36
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2677.24
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Profit Before Depreciation and Interest
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44.298
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8.12
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Depreciation
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1.359
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0.170
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Interest
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0.099
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0
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Profit After Depreciation and Interest
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42.84
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7.95
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Provision for Taxation
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8.089
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1.51
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Provision for tax (Deferred)
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-0.13
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0
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Profit/Loss after tax
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34.882
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6.439
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Balance Carried to Balance Sheet
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34.882
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6.439
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Note: Figures of the Financial Year 2017-18 are regrouped or reclassified.
1. STATE OF COMPANY’S AFFAIR
Company’s total revenue on a standalone basis increased to Rs. 4028.36 Lakhs in FY 2017-18 from Rs.2677.24 Lakhs in FY 2016-17. Company’s profit after interest, depreciation and tax increased to Rs. 34.882 Lakhs from Rs. 6.439 Lakhs in the previous year.
2. CHANGE IN NATURE OF BUSINESS
The Company operates in three reportable segments i.e. Commodity Business, Finance Business and Restaurant Business. The business Segments has been identified as separate segment in accordance with Accounting standard 17 ‘Segment Reporting’.
3. DIVIDEND
In view of the planned business growth, your Directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended 31st March, 2018.
4. REGISTERED OFFICE OF THE COMPANY
During the year your Company has shifted its registered office from G-29. Sej Plaza, NearNutan School, Marve Road, Malad (W), Mumbai-400064 to 503, Shri Krishna Building, Opp. Laxmi Industrial Estate, Link Road, Andheri West, Mumbai (MH)-400053 vide Board approval dated 24/08/2017.
5. AMOUNTS TO BE TRANSFERRED TO RESERVES
During the year the company has not proposed to transfer any amount to the General Reserve.
6. SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2018 was Rs. 21,24,90,000 divided into 21,24,90,000 equity shares of Rs. 1/each. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.
7. DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 forms part of the Notes to the Financial Statements provided in this Annual Report.
9. MATERIAL CHANGES AND COMMITMENTS
- No other material changes have occurred and commitments made, affecting the financial position of the Company, between the end of the financial year of the Company and the date of this report except the change in object clause of the Company by way of postal ballot (01/2017-18).
- There is no order is passed by regulator or court or tribunal against the Company, impacting the going concern concept or future operations of the Company.
10. SUBSIDIARIES/ JOINT VENTURE/ASSOCIATES
During the year under review, there were no such companies which have become Subsidiaries/ Joint Venture/ Associate Companies.
11. MEETINGS OF THE BOARD
The Board of Directors of the Company met 10 (Ten) times during the year under review. The gap between two Meetings did not exceed 120 (one hundred and twenty) days. Detailed information on the meetings of the Board, its Committees and the AGM is included in the Report on Corporate Governance, which forms part of this Annual Report.
12. BOARD COMMITTEES
As per the requirement of Companies Act, 2013 and relevant Regulation of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Your Company has the following mandatory committees:
1. Audit Committee
2. Nomination and Remuneration Committee (NRC)
3. Stakeholders Relationship Committee (SRC)
The details of committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.
13. DIRECTORS / KEY MANAGERIAL PERSONNEL (KMPS)
_During the Year under review, the following changes occurred in the position of Directors/KMPs of the Company.
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S. No.
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Name of Director/KMPs
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Date of Event
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Event
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1.
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Mr. Manan Prafulchandra Shah (din: 07491896)
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28/04/2017
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Resignation from the post of Independent Director.
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2.
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Mr. AseemShabanali Merchant
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28/04/2017
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Appointment as Chief Executive Officer (CEO).
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16/09/2017
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Removal from the post of Chief Executive Officer (CEO)
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3.
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Mr. Kailash Tilkoo Yadav (din: 00628363)
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28/04/2017
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Appointment as Additional Director under Independent Category.
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26/09/2018
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Regularization as Independent Director.
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4.
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Mr. Mohamed Ali Rajabali Budhwani
(DIN: 01976253)
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28/04/2017
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Appointment as Managing Director.
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5.
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Mr. William Joseph Daly(DiN: 07842070)
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19/06/2017
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Appointment as Additional Director under Executive category.
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26/09/2017
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Regularization as Executive Director.
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20/11/2017
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Resignation from the post of Executive Director.
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6.
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Mr. SajjadRajabali Jaffer (din: 07842072)
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19/06/2017
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Appointment as Additional Director under Executive category.
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26/09/2017
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Regularization as Executive Director.
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7.
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Mr. MayankLashkari(DiN: 07742367)
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19/06/2017
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Resignation from the post of Additional Director under Independent Category.
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8.
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Ms. Chandnilshwerlal Solanki(DiN: 07873950)
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24/08/2017
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Appointment as Additional Director under Independent Category.
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26/09/2017
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Regularization as Independent Director.
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14/12/2017
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Resignation from the post of Independent Director under independent category.
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9.
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Ms. AmrutaVishwasShigwan(DiN: 07632255)
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24/08/2017
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Resignation from the post of Additional Director under Executive category and Chief Financial Officer (CFO)
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10.
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Mr. Kunal Mehta (din:07932612)
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27/09/2017
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Appointment as Additional Director under Independent Category.
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14/12/2017
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Resignation from the post of Independent Director under independent category.
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11.
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Mr. MayankKathed(DiN: 07742376)
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26/09/2017
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Regularization as Independent Director.
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20/11/2017
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Resignation from the post of Independent Director.
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12/03/2018
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Re-appointment for the post of Additional Director under Independent category.
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12.
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Ms. SnehalVithobaRikame
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12/02/2018
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Appointment as Chief Financial Officer.
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13.
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Mr. Chetan Ramesh Desai
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12/02/2018
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Appointment as Chief Executive officer.
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14.
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Mrs. DharaSureshchandra Shah(DiN: 06983857)
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12/03/2018
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Appointment as Additional Director under Independent category.
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14. INDEPENDENT DIRECTORS
a) Disclosure: The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also the opinion that the Independent Directors fulfills all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.
b) Familiarization Programme: As per Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of the familiarization programme for Independent Directors have been detailed out in the Corporate Governance Report forming part of the Annual Report and are also disclosed on the website of the Company at www.toyamindustries.com.
c) Meeting: The details of the meeting of Independent Directors are given in Corporate Governance Report forming part of this Annual Report.
15. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board & its Committees, execution and performance of specific roles, duties, obligations and governance.
The performance evaluation of Committees, Executive Directors, Non-Executive Directors and Independent Directors was completed. The Performance evaluation of the Chairman, Non-Executive Directors & Board as a whole was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.
Directors of the Company has carried their own performance evaluation too known as “Self Assessment”
16. RELATED PARTY TRANSACTION
During the year under review, the Company enter into contracts or arrangement with its related parties referred to in Section 188(1) of the Companies Act, 2013. Disclosures in Form AOC-2 in terms of Section 134 of the Companies Act, 2013is included in this report as “ANNEXURE-A”and forms an integral part of this report.
A Policy on Related Party Transactions as approved by the Board is available on the Company’s website at: www.toyamindustries.com.
17. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 as required under Section 92 of the Companies Act, 2013 is included in this report as “ANNEXURE-B” and forms an integral part of this report.
Annual return U/S 92(3) of the Companies Act, 2013 also placed at www.toyamindustries.com.
18. POLICY ON DIRECTORS’ APPOINTMENT & REMUNERATION
The Nomination and Remuneration Committee of Board of Directors of the Company leads the process for appointment of Directors and Key Managerial Personnel and Senior Management personnel in accordance with the requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws. Nomination & Remuneration Policy is available on the website of the Company on the below link: (www. toyamindustries. com ) and as “ANNEXURE-C” to this report.
19. RISK MANAGEMENT
In today’s economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor & take precautionary measures in respect of the events that may pose risks for the business. The Board & Audit Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis by keeping Risk Management Report before the Board & Audit Committee periodically.
20. POSTAL BALLOT
During Financial Year 2017-18, postal ballot was conducted by Company to obtain members’ approval with respect to:
a) Approval for related party transactions.
b) Alteration of Main object clause of Memorandum of Association of the Company.
21. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
In compliance with Section 134 of The Companies Act, 2013 read with The Companies (Disclosure of Particulars in the report of Board of directors) Rules 1988, a statement giving information regarding Energy Conservation, Technology Absorption and Foreign Exchange earnings and out go is given in “ANNEXURE-D” forming part of this Annual Report.
22. AUDITORS
- STATUTORY AUDITOR
M/s. R. Soni & Co., Chartered Accountants, (FRN: 130349W) Mumbai Statutory Auditor of the Company, retires at the conclusion of this Annual General Meeting and being eligible, has not offer themselves for re-appointment due to their pre-occupation. The Board has recommended for appointment of M/s Bhatter & Co., Chartered Accountants, (FRN: 131092W) as Statutory auditor of the Company from the conclusion of this 33rd Annual General Meeting till conclusion of 38th Annual General Meeting of the Company vide approval of members at ensuing Annual General Meeting. The Company has received a certificate from M/s Bhatter & Co., Chartered Accountants, them to the effect that their appointment as statutory auditors of the Company, if made, would be within the limit prescribed u/s 139 & 141 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
The Auditors Report has not contained any qualification, reservation or adverse remark on the financial statements for the year ended 31st March, 2018.
The Auditor’s Report is enclosed with the Financial Statements in this Annual Report.
- SECRETARIAL AUDITOR
Mr. Nitesh Chaudhary, Practicing Company Secretary [M. NO.: 28511, CP NO.: 16275] was appointed to conduct the secretarial audit of the Company for the Financial Year 2017-18, as required under Section 204 of the Companies Act, 2013 and rules made thereunder. The Secretarial Audit Report for the Financial Year 2017-18 forms part of the Annual Report as “ANNEXURE-E”to the Board’s Report. The Secretarial Audit Report has not contained any qualification, reservation or adverse remark.
- INTERNAL AUDITOR
M/s M.K. Gohel & Associates (FRN: 103256W), Chartered Accountants was appointed to conduct the Internal audit of the Company for the Financial Year 2017-18, as required under Section 138 of the Companies Act, 2013 and rules made thereunder.
Further, the Board has re-appointed M/s M.K. Gohel& Associates (FRN: 103256W), Chartered Accountants as Internal Auditor of the Company for the Financial Year 2018-19.
23. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Companies Act, 2013 and the relevant rules, the Company is not required to spend any amount towards CSR Expenditure as none of the thresholds limits as specified in Section 135 is crossed.
24. DISCLOSURE REQUIREMENTS
Corporate Governance Report and Management Discussion and Analysis form part of this Annual Report for the year ended 31st March, 2018.
The Company has a whistle blower policy/vigil mechanism to report genuine concerns or grievances. The Whistle Blower Policy/vigil mechanism has been posted on the website of the Company (www. toyamindustries. com).
The Board has laid down a code of conduct for Board members & Senior Management Personnel as per Regulation 17 & 26 (3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 & has been posted on the website of the Company (www. toyamindustries. com)
All the Board members & Senior Management Personnel have affirmed compliance with the said code of conduct for the year ended on 31st March, 2018.
A declaration to this effect, signed by the Managing Director, forms part of this Annual Report.
The Board has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015.The Insider trading Policy of the Company covering code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information and Code of Conduct for the prevention of Insider Trading has been posted on the website of theCompany.
(http://toyamindustries.com/investorrelations/Dolicies).
All the Board members & KMPs have affirmed compliance with the said code of conduct for the year ended on 31st March, 2018.
25. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has put in place an adequate system of Internal Financial Control commensurate with the size and nature of business which helps in ensuring the orderly and efficient conduct of its business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention & detection of frauds, accuracy &completeness of accounting records and ensuring compliance with corporatepolicies.
The Company has an internal audit teamwhich is commensurate with the size, nature & complexity of operations of the Company. The Internal Audit Report is submitted to the Audit Committee on quarterly basis, the Audit Committee reviews the performance of internal audit function.
The Audit Committee, reviews adherence to internal control systems and internal audit reports.
26. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report as “ANNEXURE- F”.
27. DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors confirm that:
a) In the preparation of annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures.
b) 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 of the Company for that period.
c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d) The Directors had prepared the annual accounts on a going concern basis.
e) The Company has established internal financial controls and the said controls are adequate and are operating effectively.
A proper compliance system was established to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
28. LISTING OF SHARES
Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE), Mumbai and Metropolitan Stock Exchange of India Limited (MSEI), Mumbai, which provide the wider access to the investor’s national wide.
The Company has made all the compliances of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including the Payment of Listing fees upto31st March, 2018 to the BSE and MSEI.
29. DEMATERIALISATION AND ELECTRONIC REGISTRAR
The equity shares of your Company are available for dematerialization with both NSDL and CDSL under ISIN INE457P01020.As on 31st March 2018, 98.30% equity shares are in de-mat form and remaining 1.70% equity shares are in physical form.
Our registrar for electronic connectivity with the National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) is M/s Purva Sharegistry (India) Private Limited, Mumbai (SEBI Reg. No: INR000001112).
30. HUMAN RESOURCE MANAGEMENT & INDUSTRIAL RELATION
Human Resource plays vital role in your Company. If finance is the blood of any organization then Human Resource is not less than pulse which keeps running production by their hard work day and night. Your Company has performance management process to motivate people to give their best output and encourages innovation and meritocracy. Board places on record their appreciation and sincere thanks towards their contribution to the Company’s performance during the year.
The Board is pleased to inform you that Industrial relations have continuously been cordial at all levels throughout the year.
31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, Trainees) are covered under this policy. The following is the summary of sexual harassment complaint received and disposed off during the year 2017-18.
No. of Complaint received : NIL
No. of Complaint disposed off : NIL
APPRECIATION
The Board takes this opportunity to express its sincere appreciation for the excellent support and cooperation received from company’s bankers, investors, customers, suppliers, statutory authorities for their consistent support to the Company.The Directors also sincerely acknowledge the outstanding support and services of the workers, staff and executives of the Company, which have together contributed to the efficient operations and management of the Company.
For and On Behalf of the Board of Directors of
Toyam Industries Limited
Sd/-
Place: Mumbai Mohamed Ali Rajabali Budhwani
Date: 14/08/2018 Chairman cum Managing Director (DIN: 01976253)
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