The Members of
Toyam Industries Limited
(Formerly Ojas Asset Reconstruction Company Limited)
The Board of Directors hereby presents its 33rd Director's Report onbusiness & operations of your Company (the Company') along with AuditedFinancial Statements for the financial year ended 31st March 2018.
|FINANCIAL RESULTS ||(Figures in Lakhs) |
|Particulars ||Standalone |
| ||F.Y. 2017-18 ||F.Y. 2016-17 |
|Revenue from operations ||4014.58 ||2384.70 |
|Revenue from other Income ||13.78 ||292.53 |
|Total Revenue ||4028.36 ||2677.24 |
|Profit Before Depreciation and Interest ||44.298 ||8.12 |
|Depreciation ||1.359 ||0.170 |
|Interest ||0.099 ||0 |
|Profit After Depreciation and Interest ||42.84 ||7.95 |
|Provision for Taxation ||8.089 ||1.51 |
|Provision for tax (Deferred) ||-0.13 ||0 |
|Profit/Loss after tax ||34.882 ||6.439 |
|Balance Carried to Balance Sheet ||34.882 ||6.439 |
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 FY2017-18 from Rs.2677.24 Lakhs in FY 2016-17. Company's profit after interest depreciationand 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 FinanceBusiness and Restaurant Business. The business Segments has been identified as separatesegment in accordance with Accounting standard 17 Segment Reporting'.
In view of the planned business growth your Directors deem it proper to preserve theresources of the Company for its activities and therefore do not propose any dividend forthe 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 PlazaNearNutan 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 approvaldated 24/08/2017.
5. AMOUNTS TO BE TRANSFERRED TO RESERVES
During the year the company has not proposed to transfer any amount to the GeneralReserve.
6. SHARE CAPITAL
The paid up Equity Share Capital as on 31st March 2018 was Rs. 212490000divided into 212490000 equity shares of Rs. 1/-each. During the year under review theCompany has not issued
3 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 accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Loans Guarantees and Investments covered under Section 186 of the Companies Act 2013forms 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 thefinancial position of the Company between the end of the financial year of the Companyand the date of this report except the change in object clause of the Company by way ofpostal ballot (01/2017-18).
There is no order is passed by regulator or court or tribunal against theCompany 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 companieswhich have becomeSubsidiaries/ 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. Detailedinformation on the meetings of the Board its Committees and the AGM is included in theReport 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 (ListingObligation and Disclosure Requirements) Regulations 2015 Your Company has the followingmandatory 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 andattendance 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 ofDirectors/KMPs of the Company.
|S. No. ||Name of Director/KMPs ||Date of Event || |
| || ||Event || |
|1. ||Mr. Manan Prafulchandra Shah (DIN: 07491896) ||28/04/2017 ||Resignation from the post of Independent Director. |
|2. ||Mr. AseemShabanali Merchant ||28/04/2017 ||Appointment as Chief Executive Officer (CEO). |
| || ||16/09/2017 ||Removal from the post of Chief Executive Officer (CEO) |
|3. ||Mr. Kailash Tilkoo Yadav (DIN: 00628363) ||28/04/2017 ||Appointment as Additional Director under Independent Category. |
| || ||26/09/2018 ||Regularization as Independent Director. |
|4. ||Mr. Mohamed Ali Rajabali Budhwani ||28/04/2017 ||Appointment as Managing Director. |
| ||(DIN: 01976253) || || |
|5. ||Mr. William Joseph Daly(DIN: 07842070) ||19/06/2017 ||Appointment as Additional Director under Executive category. |
| || ||26/09/2017 ||Regularization as Executive Director. |
| || ||20/11/2017 ||Resignation from the post of Executive Director. |
|6. ||Mr. SajjadRajabali Jaffer (DIN: 07842072) ||19/06/2017 ||Appointment as Additional Director under Executive category. |
| || ||26/09/2017 ||Regularization as Executive Director. |
|7. ||Mr. MayankLashkari(DIN: 07742367) ||19/06/2017 ||Resignation from the post of Additional Director under Independent Category. |
|8. ||Ms. ChandniIshwerlal Solanki(DIN: 07873950) ||24/08/2017 ||Appointment as Additional Director under Independent Category. |
| || ||26/09/2017 ||Regularization as Independent Director. |
| || ||14/12/2017 ||Resignation from the post of Independent Director under independent category. |
|9. ||Ms. AmrutaVishwasShigwan(DIN: 07632255) ||24/08/2017 ||Resignation from the post of Additional Director under Executive category and Chief Financial Officer (CFO) |
|10. ||Mr. Kunal Mehta (DIN:07932612) ||27/09/2017 ||Appointment as Additional Director under Independent Category. |
| || ||14/12/2017 ||Resignation from the post of Independent Director under independent category. |
|11. ||Mr. MayankKathed(DIN: 07742376) ||26/09/2017 ||Regularization as Independent Director. |
| || ||20/11/2017 ||Resignation from the post of Independent Director. |
| || ||12/03/2018 ||Re-appointment for the post of Additional Director under Independent category. |
|12. ||Ms. SnehalVithobaRikame ||12/02/2018 ||Appointment as Chief Financial Officer. |
|13. ||Mr. Chetan Ramesh Desai ||12/02/2018 ||Appointment as Chief Executive officer. |
|14. ||Mrs. DharaSureshchandra Shah(DIN: 06983857) ||12/03/2018 ||Appointment as Additional Director under Independent category. |
14. INDEPENDENT DIRECTORS
a) Disclosure: The Independent Directors have confirmed and declared that they arenot disqualified to act as an Independent Director in compliance with the provisions ofSection 149 of the Companies Act 2013 and the Board is also the opinion that theIndependent Directors fulfills all the conditions specified in the Companies Act 2013making them eligible to act as Independent Directors.
b) Familiarization Programme: As per Regulation 25(7) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the details of the familiarizationprogramme for Independent Directors have been detailed out in the Corporate GovernanceReport forming part of the Annual Report and are also disclosed on the website of theCompany at www.toyamindustries.com3
c) Meeting: The details of the meeting of Independent Directors are given inCorporate 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 preparedafter taking into consideration of the various aspects of the Board & its Committeesexecution and performance of specific roles duties obligations and governance.
The performance evaluation of Committees Executive Directors Non-Executive Directorsand Independent Directors was completed. The Performance evaluation of the ChairmanNon-Executive Directors & Board as a whole was carried out by the IndependentDirectors. The Board of Directors expressed their satisfaction with the evaluationprocess. Directors of the Company has carried their own performance evaluation too knownas "Self Assessment"
16. RELATED PARTY TRANSACTION
During the year under review the Company enter into contracts or arrangement with itsrelated parties referred to in Section 188(1) of the Companies Act 2013. Disclosures in FormAOC-2 in terms of Section 134 of the Companies Act 2013is included in this report as "ANNEXURE-A"andforms an integral part of this report. A Policy on Related Party Transactions as approvedby the Board is available on the Company's website at: www.toyamindustries.com3
17. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder 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 CompaniesAct 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 leadsthe process for appointment of Directors and Key Managerial Personnel and SeniorManagement personnel in accordance with the requirements of the Companies Act 2013 SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and other applicablelaws. Nomination & Remuneration Policy is available on the website of the Company onthe below link: (www.toyamindustries.com ) and as "ANNEXURE-C" tothis 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 measuresin respect of the events that may pose risks for the business. The Board & AuditCommittee is responsible for reviewing the risk management plan and ensuring itseffectiveness. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis by keeping Risk ManagementReport before the Board & Audit Committee periodically.
20. POSTAL BALLOT
During Financial Year 2017-18 postal ballot was conducted by Company to obtainmembers' 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 statementgiving information regarding Energy Conservation Technology Absorption and ForeignExchange earnings and out go is given in "ANNEXURE-D" forming part ofthis Annual Report.
M/s. R. Soni & Co. Chartered Accountants (FRN: 130349W) Mumbai Statutory Auditorof the Company retires at the conclusion of this Annual General Meeting and beingeligible has not offer themselves for re-appointment due to their pre-occupation. TheBoard has recommended for appointment of M/s Bhatter & Co. Chartered Accountants(FRN: 131092W) as Statutory auditor of the Company from the conclusion of this 33rdAnnual General Meeting till conclusion of 38th Annual General Meeting of theCompany vide approval of members at ensuing Annual General Meeting. The Company hasreceived a certificate from M/s Bhatter & Co. Chartered Accountants them to theeffect that their appointment as statutory auditors of the Company if made would bewithin the limit prescribed u/s 139 & 141 of the Companies Act 2013 and SEBI (ListingObligations and Disclosures Requirements) Regulations 2015. The Auditors Report has notcontained any qualification reservation or adverse remark on the financial statements forthe year ended 31st March 2018.
The Auditor's Report is enclosed with the Financial Statements in this Annual Report.
Mr. Nitesh Chaudhary Practicing Company Secretary [M. NO.: 28511 CP NO.: 16275] wasappointed to conduct the secretarial audit of the Company for the Financial Year 2017-18as required under Section 204 of the Companies Act 2013 and rules made thereunder. TheSecretarial 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 notcontained any qualification reservation or adverse remark.
M/s M.K. Gohel & Associates (FRN: 103256W) Chartered Accountants was appointed toconduct the Internal audit of the Company for the Financial Year 2017-18 as requiredunder Section 138 of the Companies Act 2013 and rules made thereunder. Further the Boardhas re-appointed M/s M.K. Gohel& Associates (FRN: 103256W) Chartered Accountants asInternal 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 Companyis not required to spend any amount towards CSR Expenditure as none of the thresholdslimits as specified in Section 135 is crossed.
24. DISCLOSURE REQUIREMENTS
Corporate Governance Report and Management Discussion and Analysis form part of thisAnnual Report for the year ended 31st March 2018. The Company has a whistleblower policy/vigil mechanism to report genuine concerns or grievances. The Whistle BlowerPolicy/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 ManagementPersonnel as per Regulation 17 & 26 (3) of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 & has been posted on the website of the Company (www.toyamindustries.com)
All the Board members & Senior Management Personnel have affirmed compliance withthe said code of conduct for the year ended on 31st March 2018. A declarationto 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 ofthe SEBI (Prohibition of Insider Trading) Regulations 2015.The Insider trading Policy ofthe Company covering code of practices and procedures for fair disclosure of UnpublishedPrice Sensitive Information and Code of Conduct for the prevention of Insider Trading hasbeen posted on the website of theCompany.
All the Board members & KMPs have affirmed compliance with the said code of conductfor 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 Controlcommensurate with the size and nature of business which helps in ensuring the orderly andefficient conduct of its business. These systems provide a reasonable assurance in respectof providing financial and operational information complying with applicable statutessafeguarding 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 theAudit Committee on quarterly basis the Audit Committee reviews the performance ofinternal audit function. The Audit Committee reviews adherence to internal controlsystems 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 theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules are provided in the Annual Report. The disclosures asspecified under Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) 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 beenfollowed along with proper explanation relating to material departures.
b) The Directors had selected such accounting policies and applied them consistentlyand 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 at the end of the financial year and ofthe profit of the Company for that period.
c) The Directors had 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 detecting fraud and otherirregularities.
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 areadequate and are operating effectively. A proper compliance system was established toensure compliance with the provisions of all applicable laws and that such systems areadequate 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 whichprovide the wider access to the investor's national wide. The Company has made all thecompliances of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 including the Payment of Listing fees upto31st March 2018 to the BSE andMSEI.
29. DEMATERIALISATION AND ELECTRONIC REGISTRAR The equity shares of your Companyare available for dematerialization with both NSDL and CDSL under ISIN INE457P01020.As on31st 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 theNational 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 anyorganization then Human Resource is not less than pulse which keeps running production bytheir hard work day and night. Your Company has performance management process to motivatepeople to give their best output and encourages innovation and meritocracy. Board placeson record their appreciation and sincere thanks towards their contribution to theCompany's performance during the year. The Board is pleased to inform you that Industrialrelations have continuously been cordial at all levels throughout the year.
31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has place an Anti Sexual Harassment Policy in line with the requirements ofthe Sexual Harassment of women at workplace (Prevention Prohibition & Redressal) Act2013. Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (Permanent Contractual Trainees) are coveredunder this policy. The following is the summary of sexual harassment complaint receivedand disposed off during the year 2017-18. No. of Complaint received : NIL No. of Complaintdisposed off : NIL
The Board takes this opportunity to express its sincere appreciation for the excellentsupport and cooperation received from company's bankers investors customers suppliersstatutory authorities for their consistent support to the Company.The Directors alsosincerely acknowledge the outstanding support and services of the workers staff andexecutives of the Company which have together contributed to the efficient operations andmanagement 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) |