Toyam Industries Ltd.
|BSE: 538607||Sector: Others|
|NSE: N.A.||ISIN Code: INE457P01020|
|BSE 00:00 | 12 Aug||10.86||
|NSE 05:30 | 01 Jan||Toyam Industries Ltd|
|Mkt Cap.(Rs cr)||433|
|Mkt Cap.(Rs cr)||432.77|
Toyam Industries Ltd. (TOYAMINDUSTRIES) - Director Report
Company director report
The Members of
Toyam Industries Limited
(Formerly Ojas Asset Reconstruction Company Limited)
The Board of Directors hereby presents its 36* Director's Reporton business & operations of your Company (the Company') along with AuditedConsolidated Financial Statements for the financial year ended 31st March 2021.
1. STATE OF COMPANY'S AFFAIR
In FY 2020-21 total revenue from operations was 91.89 Lakhs. PBEIT forthe year stood at 31.95 Lakhs Net Profit was 33.60 Lakhs and EPS on standalone basisstood at 0.02.
In FY 2020-21 the consolidated revenue from operations was 91.89Lakhs.
PBEIT for the year stood at 31.89 Lakhs. Net profit after tax was 33.54Lakhs and EPS on consolidated basis stood at (0.02) The Consolidated Financial Statementsprepared in accordance with the provisions of the Companies Act 2013 (hereinafterreferred as the 'Act') Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (hereinafter referred as the ListingRegulations') and Ind-AS 110 Consolidated Financial statements' prescribedunder Section 133 of the Act forms part of the Annual Report.
2. CHANGE IN NATURE OF BUSINESS
The Company operates in 2 reportable segments i.e. Finance Business andEvent Business. The business Segments has been identified as separate segment inaccordance with Accounting standard 17 Segment Reporting'.
In view of the planned business growth your directors deem it properto preserve the resources of the Company for its activities and therefore do not proposeany dividend for the Financial Year ended 31st March 2021.
4. REGISTERED OFFICE OF THE COMPANY
Company's Registered office situated at 503 Shri KrishnaBuilding Opp. Laxmi Industrial Estate Link Road Andheri West Mumbai (MH)- 400053.
5. AMOUNTS TO BE TRANSFERRED TO RESERVES
During the year the company has not proposed to transfer any amount tothe General Reserve.
6. SHARE CAPITAL
The paid-up Equity Share Capital as on 31st March 2021 was Rs.212490000 divided into 212490000 equity shares of Rs. 1/- each. During the yearunder review the Company has not issued shares with differential voting rights nor sweatequity. The Company has increase its Authorized Share Capital During from existingAuthorized Capital of Rs. 256500000/- (Twenty Five Crores Sixty Five Lakhs) dividedinto 256500000 (Twenty Five Crores Sixty Five Lakhs) Equity Shares of Rs. 1/- each toRs. 920000000 (Ninety Two Crores Only) divided into 920000000 ( Ninety Two Crores)after the closure of Financial Year.
7. DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such noamount on account of principal or interest on deposits from public was outstanding as onthe date of the balance sheet.
8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Loans Guarantees and Investments covered under Section 186 of theCompanies Act 2013 forms part of the Notes to the Financial Statements provided in thisAnnual Report.
9. MATERIAL CHANGES AND COMMITMENTS
No other material changes have occurred and commitments madeaffecting the financial position of the Company
between the end of the financial year of the Company and thedate of this report.
There is no order is passed by regulator or court or tribunalagainst the Company impacting the going concern
concept or future operations of the Company.
10. SUBSIDIARIES/ JOINT VENTURE/ASSOCIATES
The company has one wholly owned subsidiary Company - kumit-1 leagueprivate limited. kumit-1 league private limited. (K1L) has been engaged in the business ofpromoting sports and MMA conducting sports & MMA events. kumite 1 league isIndia's leading mixed martial arts (MMA) promoting company with a vision to grow andpopularize the sport of mixed martial arts within the mass community in India. During FY2020-21 (K1L) revenue from operations was nil. in terms of regulation 16 of the listingregulations. K1L is a non-material non-listed wholly owned subsidiary of the company.
PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:
11. MEETINGS OF THE BOARD
The Board of Directors of the Company met 14 (Fourteen) times in a yeardated on - 10th June 2020 29th June 2020 30th July 2020 14th August 2020 02nd Sept2020 3rd Sept 2020 14th Sept 2020 18th Sept 2020 5th Nov 2020 01st Dec 2020 03rdDec2020 9th Feb 2021 01st March 2021 and 30th March 2021. The gap between twoMeetings did not exceed 120 (one hundred and twenty) days. Detailed information on themeetings of the Board its Committees and the AGM is included in the Report on CorporateGovernance which forms part of this Annual Report
12. BOARD COMMITTEES
As per the requirement of Companies Act 2013 and relevant Regulationof SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 Your Companyhas 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 ofmeetings and attendance at the meetings are provided in the Corporate Governance Report.
13. CHANGE IN DIRECTORS / KEY MANAGERIAL PERSONNEL (KMPS)
During the Year under review the following changes occurred in theposition of Directors/KMPs of the Company.
14. INDEPENDENT DIRECTORS
a) Disclosure: The Independent Directors have confirmed anddeclared that they are not disqualified to act as an Independent Director in compliancewith the provisions of Section 149 of the Companies Act 2013 and the Board is also theopinion that the Independent Directors fulfills all the conditions specified in theCompanies 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 thefamiliarization programme for Independent Directors have been detailed out in theCorporate Governance Report forming part of the Annual Report and are also disclosed onthe website of the Company at www.toyamindustries.com.
c) Meeting: The details of the meeting of Independent Directorsare 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 (ListingObligations & Disclosure Requirements) Regulation 2015 a structured questionnairewas prepared after taking into consideration of the various aspects of the Board & itscommittees execution and performance of specific roles duties obligations andgovernance.
The performance evaluation of Committees Executive DirectorsNon-Executive Directors and Independent Directors was completed. The Performanceevaluation of the Chairman Non- Executive Directors & Board as a whole was carriedout by the Independent Directors. The Board of Directors expressed their satisfaction withthe evaluation process. Directors of the Company has carried their own performanceevaluation too known as "Self-Assessment"
16. RELATED PARTY TRANSACTION
During the year under review the Company enter into contracts orarrangement with its related parties referred to in Section 188(1) of the Companies Act2013. Disclosures in Form AOC-2 in terms of Section 134 of the Companies Act 2013 isincluded in this report as "ANNEXURE-A" and forms an integral part of thisreport.
A Policy on Related Party Transactions as approved by the Board isavailable 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 formMGT-9 as required under Section 92 of the Companies Act 2013 is included in this reportas "ANNEXURE-B" and forms an integral part of this report.
Annual return U/S 92(3) of the Companies Act 2013 also placed atwww.toyamindustries.com.
18. POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION
i. The Nomination and Remuneration Committee of Board of Directors ofthe Company leads the process for appointment of Directors and Key Managerial Personneland Senior Management personnel in accordance with the requirements of the Companies Act2013 SEBI (Listing
ii. Obligations and Disclosure Requirements) Regulations 2015 andother applicable laws.
iii. Nomination & Remuneration Policy is available on the websiteof 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 veryimportant 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 andensuring its effectiveness. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis by keeping RiskManagement Report before the Board & Audit Committee periodically.
20. POSTAL BALLOT
During Financial Year 2020-21 Postal ballot was conducted by Companyto obtain members' approval on dated 27th Oct 2020
In compliance with Section 134 of The Companies Act 2013 read with TheCompanies (Disclosure of Particulars in the report of Board of directors) Rules 1988 astatement giving information regarding Energy Conservation Technology Absorption andForeign Exchange earnings and out go is given in "ANNEXURE-D" forming part ofthis Annual Report.
M/s Manoj Vatsal & Co. Chartered Accountant (FRN: 010155C)appointed as the statutory auditors of the Company for a second term of 5 (five) years tohold office from the conclusion of this (36th) Annual General Meeting until the conclusionof the 41st annual general meeting of the Company. As required under the provisions ofSection 139 of the Companies Act 2013 the Company has obtained written confirmation fromManoj Vatsal & Co. Chartered Accountant (FRN: 010155C) that their appointment ifmade would be in conformity with the limits specified in the said Section.
Auditors' Report is self-explanatory and therefore do not call forany further comments under Section 134(1) of the Companies Act 2013.
Mr. Nitesh Chaudhary Practicing Company Secretary [M. NO.: 10010 CPNO.: 16275] was appointed to conduct the secretarial audit of the Company for theFinancial Year 2020-21 as required under Section 204 of the Companies Act 2013 and rulesmade there under The Secretarial Audit Report for the Financial Year 2020-21 forms part ofthe Annual Report as "ANNEXURE-E" to the Board's Report. The SecretarialAudit Report has not contained any qualification reservation or adverse remark.
M/s MJSP & Associates (FRN: 147743W) Chartered Accountants wasappointed to conduct the Internal audit of the Company for the Financial Year 2020-21 asrequired under Section 138 of the Companies Act 2013 and rules made thereunder.
Further the Board has appointed M/s MJSP & Associates (FRN: FRN:147743W) Chartered Accountants as Internal Auditor of the Company for the Financial Year2020-21.
23. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Companies Act 2013 and the relevantrules the Company is not required to spend any amount towards CSR Expenditure as none ofthe thresholds limits as specified in Section 135 is crossed.
24. DISCLOSURE REQUIREMENTS
Corporate Governance Report and Management Discussion and Analysis formpart of this Annual Report for the year ended 31st March 2021.
The Company has a whistle blower policy/vigil mechanism to reportgenuine concerns or grievances. The Whistle Blower Policy/vigil mechanism has been postedon 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 Obligationand Disclosure Requirements) Regulations 2015 & has been posted on the website of theCompany (www.toyamindustries.com).
All the Board members & Senior Management Personnel have affirmedcompliance with the said code of conduct for the year ended on 31st March 2021 .Adeclaration to this effect signed by the Managing Director forms part of this AnnualReport.
The Board has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulations 2015.The Insidertrading Policy of the Company covering code of practices and procedures for fairdisclosure of Unpublished Price Sensitive Information and Code of Conduct for theprevention of Insider Trading has been posted on the website of the Company.(http://toyamindustries.com/investorrelations/policies).
All the Board members & KMPs have affirmed compliance with the saidcode of conduct for the year ended on 31st March 2021.
25. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has put in place an adequate system of Internal FinancialControl commensurate with the size and nature of business which helps in ensuring theorderly and efficient conduct of its business. These systems provide a reasonableassurance in respect of providing financial and operational information complying withapplicable statutes safeguarding of assets of the Company prevention & detectionof frauds accuracy &completeness of accounting records and ensuring compliance withcorporate policies.
The Company has an internal audit team which is commensurate with thesize nature & complexity of operations of the Company. The Internal Audit Report issubmitted to the Audit Committee on quarterly basis the Audit Committee reviews.
26. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Act read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement containing the disclosures pertaining to remuneration and other details asrequired under the Act and the above Rules are provided in the Annual Report. Thedisclosures as specified under Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014have 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 accountingstandards has been followed
b) along with proper explanation relating to material departures.
c) The Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period.
d) The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.
e) The Directors had prepared the annual accounts on a going concernbasis.
f) The Company has established internal financial controls and the saidcontrols are adequate and are operating effectively.
g) A proper compliance system was established to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.
28. LISTING OF SHARES
Shares of the Company are listed on the Bombay Stock ExchangeLimited (BSE) Mumbai and Metropolitan Stock Exchange of India Limited (MSEI) Mumbaiwhich provide the wider access to the investor's national wide.
The Company has made all the compliances of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 including the Payment ofListing fees up to 31st March 2021 to the BSE and MSEI.
29. DEMATERIALISATION AND ELECTRONIC REGISTRAR
The equity shares of your Company are available for dematerializationwith both NSDL and CDSL under ISIN INE457P01020. As on 31st March 2021 99.32% equityshares are in de-mat form and remaining 0.68% equity shares are in physical form. Ourregistrar for electronic connectivity with the National Securities Depository Limited(NSDL) and Central Depository Services Limited (CDSL) is
MAS SERVICES LIMITED (SEBI Reg. No.: INR000000049)
T-34 2nd Floor Okhla Industrial Area Phase-2 New Delhi-110020
Ph. No. : 011-26387281-83 Fax : 011-26387384 Email: firstname.lastname@example.orgWeb: www.masserv.com
30. HUMAN RESOURCE MANAGEMENT & INDUSTRIAL RELATION
Human Resource plays vital role in your Company. If finance is theblood of any organization then Human Resource is not less than pulse which keeps runningproduction by their hard work day and night. Your Company has performance managementprocess to motivate people to give their best output and encourages innovation andmeritocracy. Board places on record their appreciation and sincere thanks towards theircontribution to the Company's performance during the year. The Board is pleased toinform you that Industrial relations have continuously been cordial at all levelsthroughout 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 therequirements of the Sexual Harassment of women at workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (Permanent ContractualTrainees) are covered under this policy. The following is the summary of sexual harassmentcomplaint received and disposed of during the year 2020-21
No. of Complaint received: NIL No. of Complaint disposed off : NIL
32. NOTE ON IMPACT OF COVID-19
The World Health Organization (WHO) declared the novel Coronavirus(COVID-19) outbreak a global pandemic on March 11 2020. Consequent to this Government ofIndia had declared lockdown on March 23 2020 and therefore the Company suspended itsbusiness operations. COVID-19 has impacted the normal business operations of the Companyby way of interruption in investments activities etc. during the lock-down period.However business operations resumed from June 01 2020 after obtaining necessarypermissions from the appropriate government authorities. We have also taken necessaryprecautions to ensure the health safety and wellbeing of all our employees as well as putin place SOPs and guidelines as per state government directives to prevent the spread ofCovid- 19. The Company has made detailed assessment of its liquidity position for F.Y.2021 and the recoverability and carrying value of its assets comprising property plantand equipment intangible assets right of use assets investments inventory and tradereceivables. Based on current indicators of future economic conditions the Companyexpects to recover the carrying amount of these assets. The situation is changing rapidlygiving rise to inherent uncertainty around the extent and timing of the potential futureimpact of the COVID-19 which may be different from that estimated as at the date ofapproval of these standalone financial results. The Company will continue to closelymonitor any material changes arising of future economic conditions and impact on itsBusiness.