To,
The members,
Tokyo Finance Limited
Your Directors have pleasure to present their Twenty Eighth Annual Report on the
business and operations of the Company along with the Audited Financial Statements for the
financial year ended on 31st March, 2022.
Financial Results
The Company's financial performances for the year under review along with previous
year's figures are given hereunder :
(Rs In Lakhs)
| Particulars |
2021-22 |
2020-21 |
| Revenue from operations |
57.01 |
25.36 |
| Profit for the year before Tax |
2.72 |
-309.97 |
| Taxexpenses |
NIL |
4.76 |
| Net Profit after Tax |
2.72 |
-314.73 |
| Surplus carried over to Balance Sheet |
2.94 |
-315.91 |
Review of Operations
The Company recorded a gross turnover of Rs. 57.54 lakhs, decreased from Rs 57.92 lakhs
of the previous Financial Year. The Company has stood at net profit of Rs. 2.72 lakhs
against of net loss of Rs.314.73 lakhs of previous year.
Dividend
No Dividend was declared for the current financial year.
Material changes and commitments, if any, affecting the financial position of the
company which have occurred between the end of the financial year of the company to which
the financial statements relate and the date of the report
There are no material changes affecting the financial position of the company which
have occurred between the end of the financial year of the company to which the financial
statements relate and the date of the report.
Details of application made or proceeding pending under Insolvency and Bankruptcy Code
2016
During the year under review, there were no applications made or proceeding pending
under Insolvency and Bankruptcy Code, 2016.
Details of difference between valuation amount on one time settlement and valuation
while availing loan from Banks and Financial Institutions.
During the year under review, there has been no one time settlement of Loans taken from
Banks and Financial Institutions.
Significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and company's operations in future
There are no significant and material orders passed by the regulators or courts or
tribunals 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 and
Auditors) Rules, 2014, as amended from time to time, M/s. U. V. Shah & Co, Chartered
Accountant, (Firm Registration No. 109814W), were appointed as statutory auditors from
18th October 2021 through postal ballot till the conclusion of the twenty-Eighth AGM of
the Company in 2022, subject to the ratification of their appointment at every AGM, if
required under law.
However M/s. U. V. Shah & Co, Chartered Accountant, (Firm Registration No. 109814W)
has resigned before 28th Annual General Meeting and to fill that casual vacancy M/s. U B G
& Company to be appointed as statutory auditor in 28th Annual General Meeting with the
approval of Shareholders.
In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the
Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be
ratified 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 Companies
Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
The Secretarial Audit Report for the financial year 2021-22 is attached herewith as
Annexure -1 signed by Mr. Virendra Bhatt.
The Secretarial Audit Report for the financial year ended 31st March, 2022 contains
certain Qualifications
Clarification provided by the board - It was inadvertently escaped the compliance. The
Company will take a note of the same in the future and the management of the Company
assure you to comply all the provisions of the applicable law in true spirit in future and
is under process of making all the default good.
C. Internal Auditor
Pursuant to Section 138 of the Companies Act 2013, every Listed Company is required to
appoint an Internal Auditor or a firm of Internal Auditors. In line with this requirement,
the Board of Directors has appointed Mr. Rahul Chincholkar Partner of R. C. K. & Co.
Cost Accountants FRN: 002587 as Internal Auditor of the Company for the financial year
2022-23
He has submitted Internal Audit Report for the financial year 2021-22 to the Board. No
major audit observations were observed during the Internal Audit.
Extract of the Annual Return
The Companies (Amendment) Act, 2017 ("Amendment Act, 2017"), which was
published in the Official Gazette on 03.01.2018, Form MGT-9 omitted from Annual Return and
draft MGT-7 has been placed on website: www.tokyofinance.in..
Conservation of energy, technology absorption and foreign exchange earnings and outgo
Company is not in any activities which entail the energy and technology consumption and
there was no Foreign Exchange earnings and outgo in the company during the financial year.
Directors
A. Changes in Directors and Key Managerial Personnel
In accordance with the provisions of the Companies Act, 2013, Mrs. Rekha Jayesh Bagda,
Company Secretary has resigned as on 26th June, 2021 and Mrs. Swagata Vinayak Indulkar,
Company Secretary was appointed as on 3rd November 2021. Mr. Haresh V. Shah, Director of
the Company, retires by rotation at the ensuing Annual General Meeting and being eligible,
has offered herself for re-appointment.
B. Declaration by an Independent Director(s) and re- appointment
All Independent Directors of the Company have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and
Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The terms & conditions for the appointment of Independent Directors are available on
the website of the Company www.tokyofinance.in.
C. Formal Annual Evaluation
Schedule IV to the Companies Act, 2013, mandates that the Board shall monitor and
review the Board evaluation framework. The Companies Act, 2013 states that a formal annual
evaluation needs to be made by the Board of its own performance and that of its committees
and individual directors. Schedule IV of the Companies Act, 2013, states that the
performance evaluation of independent directors shall be done by the entire Board of
Directors, excluding the director being evaluated. The Board has carried out an annual
performance evaluation of its own performance, that of its Committees and the Directors
individually. 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, expertise
and experience of the person for appointment as Director, KMP or at Senior Management
level and recommend his / her appointment, as per Company's Policy.
b. A person should possess adequate qualification, expertise and experience for the
position he / she is considered for appointment. The Committee has authority to decide
whether qualification, expertise and experience possessed by a person are satisfactory for
the position.
c. The Company shall not appoint or continue the employment of any person as Whole-time
Director who has attained the age of seventy years. Provided that the term of the person
holding this position may be extended beyond the age of seventy years with the approval of
shareholders by passing a special resolution.
E. Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby
state and confirm that:
a) In the preparation of the annual accounts for the year ended 31st March, 2022, the
applicable accounting standards have been followed along with proper explanation relating
to material departures;
b) They have selected such accounting policies and applied them consistently and made
judgm ents 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 the same period;
c) the directors have 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) 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 and
were operating effectively.
f) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and these are adequate and are operating effectively.
E COVID -19 - Second wave and Russia-Ukraine Crises impact on business outlook
F.Y. 2021-2022 was once again dominated by the COVID-19 pandemic as new waves of
infection swept across countries. In India, the second wave (called ‘Delta') proved
far more deadly than the first that struck in 2020.
When the global economy seemed to be at the cusp of witnessing green shoots of recovery
after leaving the worst of the COVID-19 pandemic behind (despite uncertainties associated
with subsequent waves of infection and rising global inflationary pressures), the
Russia-Ukraine crisis escalated. Consequently, prices of crude oil and gas, food grains
such as wheat and corn, and several other commodities have shot up and it has adverse
impact on the Economy.
On a positive note, there was a visible growth in credit uptake in F.Y. 2021-22, with
agricultural and industrial sectors and personal loans driving the uptick (figure 3).
Falling gross non-performing asset (GNPA) ratios in the industry sector (by 7.6% in three
years) contributed to a significant rise in lending to this sector. Credit growth in the
services sector, meanwhile, remained muted while the GNPA ratio remained higher than
pre-pandemic levels. Banks and nonbanking financial companies (NBFCs) have healthier
balance sheets and provisions compared to the levels seen in 2018. They are in a better
position to lend and remain resilient in case of rising stress in the financial sector due
to sanctions on Russia. However, credit growth remains far below the 2019 levels and is in
need of an uptick at a sustainable pace.
Meetings
A. Board Meeting
During the year Board of Directors met 7 times to discuss various matters, presence of
each director and there directorship and membership in other public company is provided
below:
| Name of Directors |
Category |
Attendance at |
|
|
|
|
|
Board Meetings |
Last AGM (1s t Sep temb er, 2022) |
No. of Directorships in o ther Public Companies(1) |
No. of Co mmittee positions held in other (2) Public
Comapanies |
|
|
|
|
|
As Chairman |
As M ember |
| Mr. Velji L.Shah |
Executive, |
|
|
|
|
|
| Chairman & Managing Director DIN: 00007239 |
Non-Independent |
1 |
No |
3 |
-- |
-- |
| Mr. Haresh V. Shah DIN:00008339 |
Executive, Non-Independent |
7 |
Yes |
3 |
|
1 |
| Mr. Viraj Vora DIN:08448823 |
Non-Executive, Independent |
|
No |
1 |
2 |
2 |
| Mr. Chimanlal Andarji Kachhi DIN: 00058092 |
Non-Executive, Independent |
5 |
No |
1 |
2 |
2 |
| Ms Jagruti Mayurbhai Sanghavi DIN: 07144651 |
Non-Executive, Independent |
6 |
No |
1 |
|
4 |
(1) Excludes directorships in Private Limited Companies, Foreign Companies and Section
8 Companies.
2) This includes only Chairmanships/Memberships of the Audit Committee and Stakeholders
Relationship Committee of all listed and unlisted public limited companies as per
Regulation 26 of the SEBI Listing Regulations.
The draft of the minutes prepared by the Company is circulated among the Directors for
their comment/ suggestion and finally after incorporating their views, final minutes are
recorded in the minute's books.
Post meeting, important decisions taken are communicated to 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 Independent
Directors of the Company met on 15th June, 2021, inter alia to:
a. Review the performance of the non- Independent Directors and the Board of Directors
as a whole;
b. Review the performance of the Chairperson of the Company; taking into account the
views of the Executive Directors.
c. Assess the quality, quantity and timeliness of flow of information between the
Company management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
Committees of Board
Board has three committees to attend various matters provided by the law i.e. Audit
Committee Nomination & Remuneration Committee & Stakeholder Relationship
Committee. Except Stakeholder Relationship Committee other committees consists entirely of
independent directors.
| Name of the Committee |
Composition of the Committee |
Highlights of duties, responsibilities and Activities |
| Audit Committee |
Mr. Viraj Devang Vora Chairperson |
* All recommendations made by the audit committee during the year were accepted by the
Board. |
|
Mr.Chimanlal Andarji Kachhi |
* 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 Whistle
blower Policy, are available on our website, www.tokyofinance.in |
|
Mrs. Jagruti Mayurbhai Sanghavi |
|
| Nomination Remuneration Committee |
Mr. Viraj Devang Vora Chairperson |
* The committee overseas 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 at www.tokyolinance.in |
|
Mrs. Jagruti Mayurbhai Sanghavi |
|
| Stakeholders Relationship Committee |
Mr.Chimanlal Andarji Kachhi Chairperson |
* The committee reviews and ensures redressal of investor grievances. |
|
Mr.Viraj Devang Vora |
|
|
Mr. Haresh V. Shah |
|
Vigil Mechanism
Your Company has a well-defined "Whistle Blower Policy" and has established
Vigil Mechanism to provide for adequate safeguards against victimization and has also made
provisions for direct access to the Chairman of Audit Committee in appropriate cases. The
Vigil 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 the
requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition
and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress
complaints. The Company has not received any complaint under this policy during the year
2021-22.
Corporate Social Responsibility (CSR)
Your company does not fall under the purview of Corporate Social Responsibility during
the period under review, but your Company is keen to help the society whenever required.
Related Party Transactions (RPT's)
All Related Party Transactions (RPTs) entered by the Company during the year under
review, were on arms' length basis and in the ordinary course of business and did not
attract provisions of section 188 of the Act. During the FY 2021-22, as required under
section 177 of the Act, all RPTs were approved by the Audit Committee and the Company has
not entered into any transactions with Related Parties which are not in its ordinary
course of business or not on an arm's length basis and which require disclosure in this
Report in terms of the provisions of Section 188(1) of the Act. A statement on
"Related Party Disclosures" showing the disclosure of transactions with related
parties as required under Indian Accounting Standard 24 (Ind AS 24) issued by Institute of
Chartered Accountants of India, read with the Companies (Indian Accounting standards)
Rules, 2015, are given in the Notes to the Financial Statement.
Particulars of Loans, Guarantees or Investments
Pursuant to Section 186(11) of the Companies Act, 2013, the provisions of Section
186(4) of the Companies Act, 2013 requiring disclosure in the financial statements of the
full particulars of the loans given, investment made or guarantee given or security
provided and the purpose for which the loan or guarantee or security is proposed to be
utilized by the recipient of the loan or guarantee or security is not applicable to a
non-banking financial company registered under Chapter III of the Reserve Bank of India
Act, 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 531644
and ISIN Number for NSDL/CDSL (Dematerialized shares) is INE546D01018. Company confirms
that it has paid the Annual Listing Fees for the year 2021-22.
Dematerialization of Shares
86.60% of the company's paid up Equity Share Capital is in dematerialized form as on
31st March, 2022. The Company's Registrar is Linkin Time India Pvt. Ltd., situated at
C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai-400083. Phone No. 28515644/
28515606. Website: www.linkintime.co.in, email ID: rnt.helpdesk@linkintime.co.in
The company has applied for de-listing from Ahmadabad stock exchange, as approved by
the shareholder at the Annual General Meeting held on 29th September, 2009 and awaiting
for confirmation.
Particular of Employees
Disclosure of Remuneration under Section 197(12) of the Companies Act, 2013 Read With
Rule 5(1) Of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014
A. The information required pursuant to Section 197(12) of the Companies Act, 2013 read
with rules made there under, as amended from time to time
The median remuneration of employees was Rs.2,34,000/- in financial year 2021-22. There
were changes from 1.16% to (2.70)% in MRE in financial year 2021-22.
Number of permanent employees on the rolls of Company was 11 employees as on 31.03.2022
There was no change in aggregate remuneration of the non-managerial employees as well
as remuneration to any of Whole Time Director or Managing Director during the year
2021-22.
B. Information as per Rule 5 (2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Amendment Rules, 2016:
Velji Shah, Rupali Kule, Swagata Indulkar, Nisha Chetan Shah, Satynarayan C Maurya,
Amay Subhash Kochare, Kalpana Anant Ghate, Tejas Khade, Kunal Katkar, Dhavni Jain,
Ramchandra Sawant.
No employees during the financial year were covered under the provisions of Rule 5(2)
(i), (ii) & (iii) of the Companies (Appointment and Remuneration of Managerial
Personnel) Amendment Rules, 2016.
REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A). Remuneration to Managing Director, Whole-time Directors and/or Manager
(Rs. In Lacs)
| Particulars of Remuneration |
Name of |
Total Amount |
|
Velji L. Shah |
|
| Gross salary |
6.00 |
6.00 |
| Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 Value
of perquisites u/s 17(2) Income-tax Act, 1961 Profits in lieu of salary under section
17(3) Income-tax Act, 1961 |
|
|
| Stock Option |
-- |
-- |
| Sweat Equity |
-- |
-- |
| Commission -as % of profit - others, specify... |
-- |
-- |
| Others, please specify |
-- |
-- |
| Total (A) |
6.00 |
6.00 |
REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
B) Remuneration to other Directors : None
C) . Remuneration To Key Managerial Personnel Other Than MD/Manager/WTD :
(Rs. In Lacs)
| Particulars of Remuneration |
Key Managerial Personnel Ms. Swagata Indulkar |
Key Managerial Personnel Ms. Rekha Bagda |
Total Amount |
| Gross salary |
|
|
|
| Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 Value
of perquisites u/s 17(2) Income-tax Act, 1961 Profits in lieu of salary under section
17(3) Income-tax Act, 1961 |
2.00 |
0.90 |
2.90 |
| Stock Option |
-- |
-- |
-- |
| Sweat Equity |
-- |
-- |
-- |
| Commission -as % of profit - others, specify... |
-- |
-- |
-- |
| Others, please specify |
-- |
-- |
-- |
| Total (A) |
2.00 |
0.90 |
2.90 |
(Amt in Lacs)
| Name of Directors/KMP & Designation |
Remuneration for F.Y. 2021-22 |
Remuneration for F.Y. 2020-21 |
%Increase in Remuneration in F.Y. 2020-21 |
Ration of Remuneration to median remuneration of employees |
| Mr.Velji L. Shah (Chairman & MD) |
6.00 |
6.00 |
|
2.56 |
| Ms. Rekha Bagda (CS) |
0.90 |
- |
- |
0.38 |
| Ms. Swagata Indulkar (CS) |
2.00 |
|
|
0.85 |
Business Risk Management
The main identified risks at the Company are commercial risks, legal & regulatory
risk. Your Company has established a comprehensive risk management policy to ensure that
risk to the Company's continued existence as a going concern and to its development are
identified and addressed on timely basis. Risk management strategy as approved by the
board of directors is implemented by the company management.
Acknowledgement
Your Directors would like to express their sincere appreciation for the assistance and
co-operation received from the financial institutions, banks, Government authorities, and
members during the year under review. Your Directors also wish to place on record their
deep sense of appreciation for the committed services by the Company's executives, staff
and workers. Your Directors are thankful to the shareholders for their continued support
and confidence.
|
For and on Behalf of the Board of Directors |
|
Velji L. Shah Chairman & Managing Director |
| Place : Mumbai |
DIN: 00007239 |
| Date : 1st September, 2022 |
|
