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Toyama Electric Ltd.

BSE: 517407 Sector: Engineering
NSE: N.A. ISIN Code: INE081D01016
BSE 05:30 | 01 Jan Toyama Electric Ltd
NSE 05:30 | 01 Jan Toyama Electric Ltd

Toyama Electric Ltd. (TOYAMAELECTRIC) - Director Report

Company director report

TO THE SHAREHOLDERS

To

The Members

Your Directors have pleasure in presenting the 30th Annual Report togetherwith Audited Accounts for the financial year ended 31st March 2015:

Financial results and Appropriations: (In Lakhs)

PARTICULARS 2014-15 •2013-14
Gross Income 711.29 724.63
Profit before Tax -43.77 -38.91
Provision for Tax
Current 0.00 0.00
Deferred -16.46 -12.91
Fringe Benefit Tax 0.00 0.00
Excess provision of Income 0.00 0.00
Tax relating to previous year 0.00 0.00
Written back 0.00 0.00
Profit after Tax -27.30 -26.00
Surplus brought forward 0.00 0.00
Profit available for Appropriation 0.00 0.00
Transfer to General Reserve 0.00 0.00
Dividend 0.00 0.00
Dividend Tax 0.00 0.00
Surplus carried forward 0.00 0.00

Company’s Performance

Despite best efforts the company could not generate profits for the year. Due to stiffcompetition from domestic and foreign players and builders experiencing build up ofinventory in the form of unsold stock there is lull in the industry. However yourdirectors are confident of turning the comer during the current year.

Dividend:

Due to loss suffered during the year your directors are not recommending payment ofdividend.

Transfer to reserves:

No amount is being transferred to reserve during the year under review..

Directors:

In accordance with the provisions of the Companies Act 2013 Dr.Mohd.Taha Mateen andShri.Akmal Hassan Razvi will retire at the ensuing AGM and being eligible offer themselvesfor reappointment.

Corporate Governance:

The Company strives to ensure good in Corporate Governance and levels of transparencywith all the provisions of Clause- 49 of the Listing Agreement. A certificate from theAuditors to this effect forms part of Corporate Governance Report.

Directors Responsibility Statement:

Pursuant to subsection 5 of Section 134 of Companies Act 2013 the Directors confirmthat:

(a) that in the preparation of Annual Accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;

(b) that the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are responsible and prudent so as togive a true and fair view of the state of affairs of the company as at 31stMarch 2015 and of Profit and Loss account for the year ended as on that date.

(c) that the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act forsafe guarding the assets of the company and for preventing and detecting fraud and otherirregularities; *

(d) that the directors have prepared annual accounts on a going concern basis. And

(e) the the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

AUDITORS:

M/s.K.S.Aiyar & Co Chartered Accountants were appointed as Auditors of the Companyfor three financial yer w.e.f 20142015 at the 29th AGM. Their appointment willbe ratified at the forth coming AGM.

COST AUDITORS:

Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Amendment Rules 2014 the cost audit records maintained by the Companyis required to be audited. Your Directors had on the recommendation of the AuditCommittee appointed M/ s.K.S.Kamalakara & Co cost Accountants to audit the costrecords of the Company for the financial year 2015-16 on a remuneration of Rs.25000/-(exclusive of service tax) plus out of pocket expenses. As required under the CompaniesAct 2013 the remuneration payable to the cost auditor is required to be placed beforethe Members in a general meeting for their ratification. Accordingly a Resolution seekingMember’s ratification for the remuneration payable to M/ s.K.S.Kamalakara & Co isincluded at item No.5 of the Notice convening the AGM.

INTERNAL AUDITORS

M/s.Ahmed & Co Chartered Accounts were appointed as internal Auditors undersection 138 of the Companies Act 2013 for the financial year 2014-15.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed Mr.Mohandas Practicing Company Secretary to undertake the Secretarial Audit offthe Company. The Secretarial Audit Report is enclosed herewith as Annexure-4.

PARTICULARS OF EMPLOYEES:

As required by the provisions of section 197 of the Companies Act 2013 read with Rule5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 there are no employees who draw remuneration as set out in the aforesaidprovision of the Companies Act 2013.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE WARNINGS AND OUTGO:

INFORMATION UNDER Section 134 of Companies Act 2013 read with rule 8 (3) of theCompanies (Accounts) Rules 2014 is enclosed as Annexure-2

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Chapter-V of theCompanies Act 2013 and rules made there under.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company maintains Internal Control Systems commensurate to the nature of itsbusiness and complexity of its operations. These are regularly tested for theireffectiveness bv Statutory as well as Internal Auditors.

Industrial Relation:

Industrial relations have been cordial during the year except for a short duration whensome employees resorted to hostility towards the company and its management. However thisissue was settled amicably.

Forward looking statements:

Statements in this regard that are “forward-looking Statements.” are based oncurrent expectations and assumptions that are subject to risks and uncertainties. Actualresults could differ materially from those either expressed or implied due to factors suchas Raw material prices Government policies competition tax regime market acceptance ofnew products and services continued acceptance of existing products and services changesin licensing programs product price discounts delays in product development and relatedproduct release schedules sales and vendor channel disruption.

All information in this release is as of May 29 2015. The Company undertakes no dutyto update any forward looking statement to conform the statement to actual results orchanges in the company’s expectations.

Board Meeting

Five meetings of the Board of Directors were held during the year. For further detailsplease refer report on Corporate Governance of this Annual Report.

Declaration of Independent directors.

The Company has received declarations from Independent directors as mentioned insub-section (6) of section 149 of the Companies Act 2013. *

Committees

The Company has constituted Audit Committee and Stakeholders Grievance Committee. Thedetails of the committees are mentioned in Corporate Governance Report.

Vigil Mechanism

The purpose of this policy is to provide a framework to promote responsible and securewhistle blowing. It is to protect employees wishing to raise a concern about seriousirregularities within the Company.

The Company has vigil mechanism to deal with instance of fraud and mismanagement ifany. The details of the vigil mechanism is explained in the Corporate Governance Reportand also posted on the website of the Company.

Auditors qualification reservation or adverse remark or disclaimer.

The Auditors have given a ‘clean report’ without any qualificationreservation or adverse remark or disclaimer.

Loans Guarantee & Investment

The Company has not given any loan or guarantee under section 186 of the Companies Act2013 during the year 201415.

Related party transactions.

All related party transactions that are entered into during the financial year were onan arm’s length basis. There are no materially significant related party transactionsmade by the the company with Promoters Directors Key Managerial Personnel or otherdesignated persons which may have a potential conflict with the interest of the Company atlarge.

Material changes and commitments affecting the Financial Position.

There are no material changes and commitments affecting he 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.

Risk Management Policy

With regard to risk management policy the Company is in process of finalization of therisk management policy. However this aspect is discussed at the Audit Committee and Boardmeetings on regular basis.

Corporate Social Responsibility (CSR)

This provision does not apply to the company. However your company has been supportingthe needy in educational fields in a small way.

Evaluation of Board Performance

The Board evaluates the performance of executive/non- executive/independent directorsthrough a peer-evaluation excluding the director being evaluated.

Details of subsidiary Associate or Joint Venture: NIL

Significant and material orders

There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.

Internal Complaint Committee under Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

The Company has formed the above committee and no complaint was received during theyear 2014-15

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure-5 to thisReport

ACKNOWLEDGEMENTS:

The Directors wish to convey their gratitude for the faith reposed in your company bySBI ICICI Bank employees dealers vendors and customers at large.

Place : Bangalore On behalf
of the Board
Date 29lh May 2015.
Mustafa Kamal Basha
Chairman& Managing Director

ANNEXURE-2

Conservation of energy Technology Absorption and Foreign Exchange Earnings and out go:

CONSERVATION OF ENERGY:

a) Energy Conservation measures taken:

The company has always been conscious of the need to conserve energy and allappropriate steps are being taken to reduce energy consumption.

b) Additional Investments and Proposals if any being implemented for reduction ofConsumption of Energy. Nil

c) Impact of measures at (a) and (b) above for reduction of Energy Consumption andconsequent impact on the cost of production of goods.

The company could reduce consumption of power.

d) Total energy consumption and energy consumption per unit of production as per Form Aof the Annexure. Not Applicable

Disclosure of particulars with respect to Technology Absorption:

A. Research and Development (R&D):

The company is a manufacturing organization and is not engaged in any major Researchand Development activity. However continuous efforts are made to improve the quality andefficiency and to develop new products.

B. Technology Absorption Adaptation and Innovation:

(i) Efforts in brief made towards technology absorption adaptation andinnovation.

(ii) Benefits derived as a result of the above efforts eg. Product improvementCost reduction Product development Import substitution etc

(i)& (ii) Based on our continuous efforts made towards technology absorptionand innovation the company could achieve smooth plant operation and better efficiencynorms during 2014-2015 in both Wiring Accessories and Electro Mechanical Devices Units asto compared the previous year.

(iii) In case of Imported Technology (Imported

during the last 5 years reckoned from the beginning of the financial year) followinginformation may be furnished:

a) Technology Imported:
b) year of Import : The Technology used for manufacturing company’s product’s is indigenous.
c) Has Technology been

fully absorbed :

d) If not fully absorbed

areas where this : has not taken place reasons therefore and future plans of action

Foreign Exchange
Earnings and Outgo:
Foreign Exchange Earnings: Rs. NIL
Foreign Exchange outgo : Rs. NIL

ANNEXURE-3

REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES.

As the provision is not applicable to your company there is nothing to report.

ANNEXURE-4

SECRETARIAL AUpiT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015

{Pursuant to Section 204 (1) of the Companies Act 2013 and Rule No.9 of the Companies(Appointment and remuneration Personnel) Rules 2014}

To:

The Members

Toyama Electric Limited 36 KIDAB Industrial Area Hoskote

Banglore-562114

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Toyama Electric Limited(hereinafter called ‘the Company

CIN:L31900KA1985PLC007019 Secretarial Audit was conducted in a manner that provided usa reasonable basis for evaluating the corporate conducts/statutory compliances andexpressing our opinion thereon.

Based on our verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of Secretarial Audit we hereby report that in our opinion the Company hs duringthe audit period covering the financial year ended on 31st March 2015 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance- mechanism in place to the extent in the manner and subject to thereporting made hereinafter.

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March 2015according to the provisions of:

(i) The Companies Act 2013 (the Act) and the Rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the Rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the Rules and Regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The Regulations and Guidelines prescribed under the Securities and Exchange Boardof india Act 1992 (‘SEBI ACT’) viz.

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shres andTakeovers) Regulations 2011;

(We report that during the year under review there is no activity which attracts theprovisions of above mentioned regulations and as such compliance of provisions is notapplicable)

(b) The Securities and Exchange Board of India (Prohibition of Insidr Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRegulations) Regulations 2009;

(We report that the Company has not issued and security during the year under reviewand hence compliance of provisions under the above mentioned regulation is not applicable)

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(We report that the Company has not issued any security under ESOP/ESPS during the yearunder review and hence compliance of provisions under the above mentioned regulation isnot applicable)

(e) The Securities and Exchange Board of Indi (Issue and Listing of Debt Securities)Regulations 2008;

(We report that the Company has not issued any security including dbt securities duringthe year under review and hence compliance of provisions under the above mentionedregulation is not applicable.)

(f) The Securities and Exchange Bord of Indi (Registrars to an Issue and Share TransferAgents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; (We report that the Company has not applied for delisting of EquityShares in any stock exchange and hence compliance of provision is not applicable.)

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

(We report that the Company has not bought back any security during the year underreview and hence compliance of provisions under the above mentioned regulation is notapplicable.)

(vi) we further report that in accordance with the guidelines issued by the Instituteof‘Company Secretaries of India (ICSI) on the applicability of industry specific lawsas applicable to the Company and based on the information received and records maintainedthe Company has in our opinion complied with the provisions of the following laws;

(a) The Factories Act 1948

(b) The Water (Prevention and Control of Pollution) Act 1974;

(c) The Air (Prevention and Control of Pollution) Act 1981;

(d) The Environmental Protection Act 1986;

(e) Applicable Labour Laws.

(vii) We state that since the provisions relating to Audit of Accounts and FinancialStatements of the Company are dealt in the Financial Statutory Audit the same is notcovered under the Secretarial Audit.

We have also examined compliance with the applicable standards/clauses of thefollowing:

(a) Secretarial Standards issued by ICSI .s

(b) Listing Agreements entered into by the Company with BSE.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above. However the annuallisting fee for the year 2015-2016 to BSE and custodial fee to NSDL & CDSL has not bemade till this date.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors.

Adequate notice is given to all Directors to schedule the Board Meetings. Agenda anddetailed notes on Agenda were sent in advance and a system exists for seeking andobtaining further information and clarifications on the agenda before the meeting and fora meaningful participation at the meeting.

Majority decision is carried through inasmuch as minutes of the meetings areself-explanatory with respect to recording of dissenting members; views if any. .

We further report that there are adequate systems and processes in the Companycommensurate with the size and operation of the Company to monitor and ensure compliancewith applicable Laws Rules Regulations and Guidelines.

Place: Bangalore Mohandas
Date: 29 May 2015 Company Secretary
ACS 20857 CP 7679