Tokyo Finance Limited
Your Directors have pleasure to present their Twenty Fifth Annual Report on thebusiness and operations of the Company along with the Audited Financial Statements for thefinancial year ended on 31stMarch 2019.
The Company's financial performances for the year under review along with previousyear's figures are given hereunder:
| || ||(Rs. In Lakhs) |
|Particulars ||2018-19 ||2017-18 |
|Revenue from operations ||161.03 ||154.18 |
|Profit for the year before Tax ||120.22 ||4.55 |
|Tax expenses ||5.00 ||5.08 |
|Net Profit after Tax ||115.22 ||-0.53 |
|Surplus carried over to Balance Sheet ||115.22 ||-0.53 |
Review of Operations
The Company recorded a gross turnover of Rs. 161.03 increasedfromRs.154.18lakhsof theprevious Financial Year. The Company has achieved net Profit of Rs.115.22lakhs againstloss of Rs.0.53lakhs of previous year.
No Dividend was declared for the current financial year.
Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report
There are no material changes affecting the financial position of the company whichhave occurred between the end of the financial year of the company to which the financialstatements relate and the date of the report.
Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
Auditors and Auditors' Report
A. Statutory Auditors
Pursuant to the provisions of Section 139 of the Act read with Companies (Audit andAuditors) Rules 2014 as amended from time to time M/s. Vinodchandra R Shah & CoChartered Accountant (Firm Registration No. 115394W) were appointed as statutoryauditors from the conclusion of the twenty-third Annual General Meeting (AGM) held onSeptember 28 2017 till the conclusion of the twenty-Eighth AGM of the Company in 2022subject to the ratification of their appointment at every AGM if required under law.
In accordance with the Companies Amendment Act 2017 enforced on 7th May 2018 by theMinistry of Corporate Affairs the appointment of Statutory Auditors is not required to beratified at every Annual General Meeting.
B. Secretarial Auditor
The Board has appointed Mr. Virendra Bhatt Practicing Company Secretary (M. No.:1157) as Secretarial Auditor according to the provision of section 204 of the CompaniesAct 2013 read with Rule 9 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
The Secretarial Audit Report for the financial year 2018-19 is attached herewith asAnnexure-1 signed by Ms. I. Javeri Associate of Mr. Virendra Bhatt.
As regards the observation for Non Appointment of Company Secretary by The Registrar ofCompanies Goa. It is to be noted that the Board of Director of the company at theirmeeting held on 27th September 2019 have appointed Ms. Priyanka Borana (ACS-57839) asCompany Secretary cum Compliance Officer of the Company w.e.f. 27th February 2019.
As on 18th April 2019 Registrar of Companies Goa issued orderof Adjudication ofpenalty for violation of section 203 of the Companies Act 2013 read with Companies(Adjudication of Penalty) 2014. The Company had made appeal against the said order beforeRegional Director (WR) Ministry of Corporate Affairs in form ADJ dated 11.06.2019 tocompound the penalty imposed up on the Company and its Directors as per section 203(5) ofthe Companies Act 2013 on such reasonable terms and conditions as the Regional Directormay determine.
As regards to the observation in respect of non-Compliance with requirement to appointa qualified Company Secretary as the Compliance Officer for the quarter ended December2018 issued by BSE Limited Company has submitted representation letter to stock exchangeto reduce the penalty replyfrom the BSE Limited still awaited as on 13th May 2019.
C. Internal Auditor
Pursuant to Section 138 of the Companies Act 2013 every Listed Company is required toappoint an Internal Auditor or a firm of Internal Auditors. In line with this requirementthe Board of Directors has appointed M/s P. H. Chincholkar & Co. Chartered Accountsas Internal Auditor of the Company for the financial year 2018-19. He has submittedInternal Audit Report for the financial year 2018-19 to the Board. No major auditobservations were observed during the Internal Audit.
Extract of the annual return
The details forming part of the extract of the Annual Return in Form MGT-9 is enclosedherewith as Annexure-2
Conservation of energy technology absorption and foreign exchange earnings and outgo
Company is not in any activities which entail the energy and technology consumption andthere was no Foreign Exchange earnings and outgo in the company during the financial year.
A. Changes in Directors and Key Managerial Personnel
In accordance with the provisions of the Companies Act 2013 Mr. HareshV. ShahDirector of the Company retires by rotation at the ensuing Annual General Meeting andbeing eligible has offered herself for reappointment.
During theyear Ms. Priyanka Borana a member of Institute of Company Secretaries ofIndia was appointed as the Company Secretary and Compliance Officer of the Company witheffect from February 27 2019.
B. Declaration by an Independent Director(s) and re-appointment
All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The terms & conditions for the appointment of Independent Directors are available onthe website of the Company www.tokyofinance.in.
C. Formal Annual Evaluation
Schedule IV to the Companies Act 2013 mandates that the Board shall monitor andreview the Board evaluation framework. The Companies Act 2013 states that a formal annualevaluation needs to be made by the Board of its own performance and that of its committeesand individual directors. Schedule IV of the Companies Act 2013 states that theperformance evaluation of independent directors shall be done by the entire Board ofDirectors excluding the director being evaluated. The Board has carried out an annualperformance evaluation of its own performance that of its Committees and theDirectorsindividually. None of the independent directors are due for re-appointment.
D. Criteria for performance evaluation of Independent Directors and the Board
a. The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend his / her appointment as per Company's Policy.
b. A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has authority to decidewhether qualification expertise and experience possessed by a person are satisfactory forthe position.
c. The Company shall not appoint or continue the employment of anyperson as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution.
E. Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 Directors of your Company herebystate and confirm that:
a) In the preparation of the annual accounts for the year ended 31st March 2019 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;
b) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitof thecompany for the same period;
c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detectingfraud and otherirregularities;
d) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls in the company that are adequate andwere operating effectively.
f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.
A. Board Meeting
During the year Board of Directors met 7times to discuss various matters presence ofeach director and there directorship and membership in other public company is providedbelow:
|Name of Directors ||Category ||Attendance at ||No. of Directorships in other Public Companies(1) ||No. of Committee positions held in other Public Comapanies(2) |
| || ||Board Meetings ||Last AGM (29th Sept 2018) || || |
| || || || || ||As Chairman ||As Member |
|Mr. Velji L.Shah Chairman & Managing Director DIN: 00007239 ||Executive Non-Independent ||6 ||No ||3 ||-- ||-- |
|Mr. Haresh V. Shah DIN: 00008339 ||Executive Non-Independent ||7 ||Yes ||3 ||-- ||1 |
|Mr. Tassadduq Ali Khan DIN: 00008368 ||Non-Executive Independent ||6 ||Yes ||1 ||2 ||1 |
|Mr. Chimanlal Andarji Kachhi DIN: 00058092 ||Non-Executive Independent ||6 ||No ||1 ||1 ||2 |
|Ms Jagruti Mayurbhai Sanghavi DIN: 07144651 ||Non-Executive Independent ||6 ||No ||1 ||-- ||2 |
(1) Excludes directorships in Private Limited Companies Foreign Companies andSection 8 Companies.
(2) This includes only Chairmanships/Memberships of the Audit Committee andStakeholders Relationship Committee of all listed and unlisted public limited companies asper Regulation 26 of the SEBI Listing Regulations.
The draft of the minutes prepared by the Company is circulated among the Directors fortheir comment/ suggestion and finally after incorporating their views final minutes arerecorded in the minute's books. Post meeting important decisions taken are communicatedto the concerned officials and departments for the effective implementation of the same.
B. Independent Directors' Meeting
As per the requirement of Schedule IV to the Companies Act 2013 the IndependentDirectors of the Company met on13th May 2019 inter alia to:
a. Review the performance of the non-Independent Directors and the Board ofDirectors asa whole;
b. Review the performance of the Chairperson of the Company; taking into account theviews of the Executive Directors.
c. Assess the quality quantity and timeliness of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
Committees of Board
Board has three committees to attend various matters provided by the law i.e. AuditCommittee Nomination & Remuneration Committee & Stakeholder RelationshipCommittee. Except Stakeholder Relationship Committee other committeesconsistsentirelyofindependent directors.
|Name of the committee ||Composition of the committee ||Highlights of duties responsibilities and Activities |
|Audit committee ||Mr. Tassadduq Ali Khan Chairperson ||All recommendations made by the audit committee during the year were accepted by the Board. |
| || ||The Company has adopted the Whistleblower mechanism for directors and employees to report concerns about unethical behavior actual or suspected fraud or violation of the Company's Code of Conduct and Ethics. In accordance with the requirements of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the Company has formulated policies on related party transactions. The policies including the Whistleblower Policy are available on our website www.tokyofinance.in |
| ||Mr. Chimanlal Andarji Kachhi || |
| ||Mrs. Jagruti Mayurbhai Sanghavi || |
|Nomination and Remuneration committee ||Mr. Tassadduq Ali Khan Chairperson ||The committee oversees and administers executive compensation operating under a written policy adopted by our Board of Directors. |
| || || |
| ||Mr. Chimanlal Andarji Kachhi ||The committee has designed and continuously reviews the nomination and remuneration policy for our Directors and senior executives to align both short-term and long-term remuneration with business objectives and to link remuneration with the achievement of measurable performance goals. The nomination and remuneration policy is available on our website atwww.tokyofinance.in. |
| ||Mrs. Jagruti Mayurbhai Sanghavi || |
|Stakeholders Relationship committee ||Mr. Chimanlal Andarji Kachhi Chairperson ||The committee reviews and ensures redressal of investor grievances. |
| ||Mr. Tassadduq Ali Khan || |
| ||Mr. Haresh V. Shah || |
Your Company has a well-defined "Whistle Blower Policy" and has establishedVigil Mechanism to provide for adequate safeguards against victimization and has also madeprovisions for direct access to the Chairman of Audit Committee in appropriate cases. TheVigil Mechanism Policy has been uploaded on the website of the Company at www.tokyofinance.in
Sexual Harassment of Women at Workplace
The Company has adopted policy on prevention of sexual harassment in line with therequirements of the Sexual Harassment of Women at the work place (Prevention Prohibitionand Redressal) Act 2013. Internal Complaints Committee has been set up to redresscomplaints. The Company has not received any complaint under this policy during the year2018-19.
Corporate Social Responsibility(CSR)
Your company does not fall under the purview of Corporate Social Responsibility duringthe period under review but your Company is keen to help the society whenever required.
Related Party Transactions(RPT's)
Related party transactions that were entered during the financial year were on an arm'slength basis and were in the ordinary course of business.
During the year the Company has not entered into any transactions with Related Partieswhich are not in its ordinary course of business or not on an arm's length basis and whichrequire disclosure in this Report in terms of the provisions of Section 188(1) of the Act.
Particulars of Loans Guarantees or Investments
Pursuant to Section 186(11) of the Companies Act 2013 the provisions of Section186(4) of the Companies Act 2013 requiring disclosure in the financial statements of thefull particulars of the loans given investment made or guarantee given or securityprovided and the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient of the loan or guarantee or security is not applicable to anon-banking financial company registered under Chapter III of the Reserve Bank of IndiaAct 1934 and whose principal business is acquisition of securities.
Listing with Stock Exchange
Company is listed with Bombay Stock Exchange Ltd. Stock Code of the company is 531644and ISIN Number for NSDL/CDSL (Dematerialized shares) is INE546D01018. Company confirmsthat it has paid the Annual Listing Fees for the year 2019-20.
85.53% of the company's paid up Equity Share Capital is in dematerialized form as on31st March 2019. 27.81% shares are held in NSDL & 57.72% shares are held in CDSL. TheCompany's Registrar is Sharex Dynamic (India) Pvt. Ltd. situated at C-101 247 ParkL.B.S. Marg Vikhroli (West)
Phone No. 28515644/ 28515606.
email ID: mailto:email@example.com
The company has applied for de-listing from Ahmadabad stock exchange as approved bythe shareholder at the Annual general meeting held on 29th September 2009 and awaitingfor confirmation.
Particular of Employees
Disclosure of Remuneration under Section 197(12) of the Companies Act 2013 Read WithRule 5(1) Of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014
A. The information required pursuant to Section 197(12) of the Companies Act 2013 readwith rules made there under as amended from time to time
The median remuneration of employees was Rs. 238800/- in financial year 2018-19. Therewas 5.30% increase in MRE in financial year 2018-19.
There was no change in aggregate remuneration of the non-managerial employees as wellas remuneration to any ofWhole Time Director orManaging Director during the year2018-19.
B. Information as per Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Amendment Rules 2016:
Velji L. Shah Hiteshree Fichadia Charmi Dedhia Priyanka Borana Nisha Chetan ShahSatynarayan C Maurya Shantilal R. Gandhi Ratan M. Parikh Amay Subhash Kochare KalpanaAnant Ghate No employees during the financial year were covered under the provisions ofRule 5(2) (i) (ii) & (iii) of the Companies (Appointment and Remuneration ofManagerial Personnel) Amendment Rules 2016.
Business Risk Management
The main identified risks at the Company are commercial riskslegal & regulatoryrisk. Your Company hasestablished a comprehensive risk management policy to ensure thatrisk to the Company's continued existence as a going concern and to its development areidentified and addressed on timely basis. Risk management strategy as approved by theboard of directors is implemented by the company management.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authorities andmembers during the year under review. Your Directors also wish to place on record theirdeep sense of appreciation for the committed services by the Company's executives staffand workers.YourDirectors are thankful to the shareholders for their continued support andconfidence.
For and on Behalf of the Board of Directors
Velji L. Shah
Chairman & Managing Director
Place : Mumbai
Date : 13th May 2019