toyma annual report - bombay stock exchange...annual report 2016-2017 an iso 9001-2000 company board...
TRANSCRIPT
ANNUAL REPORT 2016-2017
AN ISO 9001-2000 COMPANY
BOARD OF DIRECTORS:
Sri. Mustafa Kamal Chairman & Managing DirectorSri. S.M.M.Azeez Whole-time DirectorSmt. Farah Kamal DirectorSri. Akmal Hasan Razvi DirectorDr. Mohammed Taha Matheen Director
Auditors
CA Prakash BhatChartered Accountants
nd st th# 96/2 2 Floor 31 Cross 7 Block, JayanagarBangalore-560082
Bankers
State Bank of IndiaICICI Bank Limited
Registered Office & Factory
36(A), KIADB Industrial AreaHoskoteBangalore – 562 114
Stock Exchanges(where the shares of theCompany are listed)
BSE LimitedPhiroze Jeejeebhoy TowersDalal StreetMumbai – 400 001
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NOTICE Notice is hereby given that the Thirty Second Annual General Meeting of the members of the Toyama Electric Limited will be held on Thursday, 28th September,2017 at 11.00A.M. at the Registered Office of the company at No.36(A), KIADB, Industrial Area, Hoskote, Bangalore-562114 to transact the following business: ORDINARY BUSINESS: 1) To receive, consider and adopt the Audited Balance Sheet as on 31st March, 2017 the Profit and loss
Account and cash flow statement for the year ended on that date together with the Reports of Directors thereon and Auditors Report thereto.
2) To appoint a Director in place of Dr.Mohd.Taha matheen ,(DIN -01294954 ) who retires by rotation and
being eligible, offers himself for re-appointment. 3) To appoint a Director in place of Sri Akmal Hasan Razvi, (DIN - 00912663 ) who retires by rotation and
being eligible offers himself for re-appointment. 4) To appoint auditor and fix their remuneration.
Place: Bangalore For Toyama Electric Limited Date: 30.05.2017 Mustafa Kamal Basha Chairman & Managing Director NOTES: 1. A member entitled to attend and vote at the meeting is also entitled to appoint a proxy to attend and
vote instead of himself / herself and such proxy need not be a member. The proxies in order to be effective should be lodged with the Registered Office of the Company not less than 48 hours before the commencement of the meeting.
2. The Register of Members and Share Transfer Books of the company will remain closed from
beginning 28th September 2017 and ending 28th September 2017 (one day only)
3. Members desirous of obtaining any information on the annual accounts are requested to write to the Company at an early date to facilitate compilation and dissemination of the same at the AGM.
4. Unpaid/Unclaimed dividend details. Pursuant to provisions of Section 124 (5) of the Companies Act, 2013,, any dividend unpaid or unclaimed for seven year from the date of transfer to Unpaid Dividend Account, shall be transferred to the Investor Education and Protection Fund established by the Central Government. The members are requested to claim their dividend who has not claimed so far. For the year 2016-17 the Company shall transfer the sum relating to the year 2009-10 to Investor Education and Protection Fund during first week of October 2017 and the details of the unclaimed dividends will be uploaded in IEPF website and as well as website of the Company.
5. Pursuant to Section 72 of the Companies Act, 2013, shareholders holding shares in physical form may file nomination in the prescribed Form SH-13 with the Company’s Registrar and Transfer Agent. In respect of shares held in electronic / demat form, the nomination form may be filed with the respective Depository Participant.
6. Members are requested to bring the Annual Report copy and Attendance slip annexed hereto, to the meeting.
7. Members are requested to update their E-mail ID with the respective depository participants and the Company’s registrar and transfer agent (RTA) to enable dispatch of communication in electronic form from time to time.
8. Members are requested to update their Bank Details with their respective depository participants and with the Company’s Registrar and transfer agent (RTA) to receive the dividends by bank transfers in the years when such dividends are declared.
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1. Voting through electronic means Pursuant to the provisions of section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, and clause 36B of the listing Agreement, the Company is pleased to provide members facility to exercise their right to vote in respect of resolutions which are being considered at the Annual General Meeting (AGM) by electronic means and the business may be transacted through e-voting services provided by Central Depository Services (India) Limited (CDSL). The members may cast their votes using an electronic voting system from a place other than the venue of the meeting (‘remote-e-voting;). Mr.Prahakar Tiwari, Practicing Company Secretary (C.P No.18602) has been appointed as scrutinizer in this regard. A person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date, i.e. September 26, 2017 only shall be entitled to avail the facility of remote e-voting / voting at AGM. Procedure / Instrucions for remote e-voting are as under: (i) The remote e-voting facility will be available during the following period:
Start of e-voting: From 9.00 a.m. (IST) on September 26, 2017 End of remote e-voting: up tp 5.00 p.m. (IST) on September 28, 2017 The remote e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled by CDSL upon expiry of aforesaid period.
(ii) The shareholders should log on to the e-voting website www.evoting.com during the voting period.
(iii) Click on “Shareholders” tab. (iv) Now Enter your User ID
a. For CDSL: 16 digits bebeficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with
the Company. (v) Next enter the Image Verification as displayed and Click on Login. (vi) If you are holding shares in demat and had logged on to www.evotingindia.com and voted
on an earlier voting of any company then your existing password is to be used. (vii) If you are a first time user follow the steps given below:
For Members holding shares in Demat Form and Physical Form
PAN*
Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)
· Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN Field.
· In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA000000001 in the PAN field
DOB
Enter the Date of birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format
Dividend Bank Details#
Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.
· Please enter the DOB or Dividend Bank Details in order to login. If the details are
not recorded with the depository or not recorded with the depository or company please enter the member id / folio number in the Dividend Bank field as mentioned in instruction (iv).
(viii) After entering these details appropriately, click on “SUBMIT” tab.
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for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(x) For Members holding shares in physical form, the details can be used only for e-voting on resolutions contained in this Notice.
(xi) Click on the ESN for the relevant <Toyama Electric Limited> on which you chose to vote. (xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the
option “YES/NO” for voting. Secect the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details. (xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation
box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote. (xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option
on the voting page. (xvii) If Demat account holder has forgotten the same password then Enter the User ID and the
image verification code and click on Forgot Password & enter the details as prompted by the system.
(xviii) Note for Non – Individual Shareholders and Custodians.
Non-Individual shareholders (i.e.other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.
A scanned copy of the Registraion Form bearing the stamp and sign of the entity should be emailed to [email protected].
After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.
The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
A scanned copy of the Board Resolution and Power of Attorney (POA) WHICH THEY HAVE ISSUED IN FAVOUR OF THE Custodian, if any, should be up loaded in PDF format in the system for the scrutinizer to verify the same. (xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently
Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].
(xx) Any person who acquires shares of the Company and become a member after dispatch of the notice and holding shares as on the cutoff date i.e., September 27, 2016 may obtain the LOGIN ID and password by referring Notice of the Company or by sending a request at [email protected]
10. The results of the e-voting along with the scrutinzer’s report shall be place in the Company’s website, www.toyamaindia.com and on the website of CDSL, within three days of passing of the resolution at the AGM of the Company. The results will also be communicated to the stock exchanges where the shares of the Company are listed.
11. Corporate members intending to send their authorized representative(s) to attend the meetin are requested to send a certified copy of the Board Resolutionh authorizing their representative to attend and vote on their behalf at the meeting.
12. In case of joint shareholders attending the meeting only such holder who is higher in the order of names will be entitled to vote at the AGM.
13. The facility for voting through polling paper will also be made available at the AGM and members attending the AGM who have not already casted their vote by remate e-voting shall be able to exercise their rights at the AGM
14. The members who have cast their vote by remote e-voting may also attend the Meeting but shall not be entitled to cast their vote again.
By Order of the Board For Toyama Electric Limited Chairman & Managing Director Place:Bangalore Date: May 30 2017
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DIRECTOR’S REPORT TO THE SHAREHOLDERS
To The Members Your Directors have pleasure in presenting the 32
nd Annual Report together with Audited Accounts for the
financial year ended 31st March, 2017:
Financial results and Appropriations: ( In Lakhs) PARTICULARS
2016-17
2015-16
Gross Income 27.991 31.291 Profit before Tax -34.31 -14.26 Provision for Tax Current 0.00 0.00 Deferred -10.09 -10.09 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 -37.83 -15.28 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 stiff competition from domestic and foreign players and builders experiencing build up of inventory in the form of unsold stock there is lull in the industry. Further, there has been disruption in business operations due to strike by section of the employees resulting in drastic reduction in production and sales during the year under review adversely affecting the cash flow and revenues. However, your directors are confident of turning the corner in the years to come.
Dividend:
Due to loss suffered during the year your directors are not recommending payment of dividend.
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 matheen and Shri.Akmal Hassan Razvi will retire at the ensuing AGM and being eligible offer themselves for reappointment.
Corporate Governance: The Company strives to ensure good Corporate Governance and levels of transparency with all the provisions of Clause-49 of the Listing Agreement. A certificate from the Auditors 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 confirm that:
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(a) that in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) that the directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the company as at 31
st March, 2017 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 of adequate accounting records in accordance with the provisions of the Companies Act, for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) that the directors have prepared annual accounts on a going concern basis. And
(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
AUDITORS: CA Prakash Bhat, Chartered Accountants, Bangalore, who have been appointed as statutory auditors of the company for five years at the Annual general meeting on 30
th September, 2017 subbject to ratification b the
members at every AGM. Their appointment for the year 2017-18 be ratified. INTERNAL AUDITORS M/s.Ahmed & Co, Chartered Accounts were appointed as internal Auditors under section 138 of the Companies Act, 2013 for the financial year 20154-16. 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 had appointed Mr.Prabhakar Tiwari , Practicing Company Secretary to undertake the Secretarial Audit off the 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 Rule 5(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 aforesaid provision of the Companies Act, 2013. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: INFORMATION UNDER Section 134 of Companies Act, 2013 read with rule 8 (3) of the Companies (Accounts) Rules 2014 is enclosed as Annexure-2 DEPOSITS: Your Company has not accepted any deposits within the meaning of Chapter -V of the Companies Act, 2013 and rules made there under. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY The Company maintains Internal Control Systems commensurate to the nature of its business and complexity of its operations. These are regularly tested for their effectiveness by Statutory as well as Internal Auditors.
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Industrial Relation:
Industrial relations have been cordial during the year except for a short duration when some employees resorted to hostility towards the company and its management. However, this issue was settled amicably.
Forward looking statements:
Statements in this regard that are “forward-looking Statements.” are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially from those either expressed or implied due to factors such as Raw material prices, Government policies, competition, tax regime, market acceptance of new products and services, continued acceptance of existing products and services, changes in licensing programs, product price discounts, delays in product development and related product release schedules, sales and vendor channel disruption.
All information in this release is as of May 30, 2017. The Company undertakes no duty to update any forward looking statement to conform the statement to actual results or changes in the company’s expectations. Board Meeting Five meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance of this Annual Report. Declaration of Independent directors. The Company has received declarations from Independent directors as mentioned in sub-section (6) of section 149 of the Companies Act, 2013. Committees The Company has constituted Audit Committee and Stakeholders Grievance Committee. The details 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 secure whistle blowing. It is to protect employees wishing to raise a concern about serious irregularities within the Company. The Company has vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the vigil mechanism is explained in the Corporate Governance Report and 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 qualification, reservation or adverse remark or disclaimer. Loans, Guarantee & Investment The Company has not given any loan or guarantee under section 186 of the Companies Act, 2013 during the year 2016-17. Related party transactions. All related party transactions that are entered into during the financial year were on an arm’s length basis. There are no materially significant related party transactions made by the the company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
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Risk Management Policy With regard to risk management policy, the Company is in process of finalization of the risk management policy. However, this aspect is discussed at the Audit Committee and Board meetings on regular basis. Corporate Social Responsibility (CSR) This provision does not apply to the company. However, your company has been supporting the needy in educational fields in a small way. Evaluation of Board Performance The Board evaluates the performance of executive/non-executive/independent directors through 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 would impact the going concern status of the Company and its future operations. Internal Complaint Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 The Company has formed the above committee and no complaint was received during the year 2016-17 Extract of Annual Return Extract of Annual Return of the Company is annexed herewith as Annexure -5 to this Report ACKNOWLEDGEMENTS: The Directors wish to convey their gratitude for the faith reposed in your company by SBI, ICICI Bank, employees, dealers, vendors and customers at large. Place : Bangalore On behalf of the Board Date 30
th May 2017. Mustafa Kamal Basha
Chairman& Managing Director
Material changes and commitments affecting the Financial Position.
There are no material changes and commitments affecting he 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.
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ANNEXURE-1 INFORMATION AS PER Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel)
Rules 2014
Name
Designation
Remuneration
Nature of employment
Qualification & experience
Date of commencement of employment
Age
Last Employment
% of equity share held
Whether relative of director or Manager
NIL
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 all appropriate steps are being taken to reduce energy consumption.
b) Additional Investments and Proposals if any, being implemented for reduction of Consumption of Energy. Nil
c) Impact of measures at (a) and (b) above for reduction of Energy Consumption and consequent 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 A of 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 Research and Development activity. However, continuous efforts ar e made to improve the quality and efficiency and to develop new products.
B. Technology Absorption, Adaptation and Innovation:
(i) Efforts in brief, made towards technology absorption, adaptation and innovation. (ii) Benefits derived as a result of the above efforts, eg. Product improvement, Cost reduction,
Product development, Import substitution etc
(i)& (ii) Based on our continuous efforts made towards technology absorption and innovation, the company could achieve smooth plant operation and better efficiency norms during 2016-2017 in both Wiring Accessories and Electro Mechanical Devices Units, as to compared the previous year.
(iii) In case of Imported Technology (Imported during the last 5 years reckoned from the beginning
of the financial year), following information may be furnished: a) Technology Imported :
b) year of Import : The Technology used c) Has Technology been fully absorbed : for manufacturing
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d) If not fully absorbed, areas where this company’s product’s is has not taken place, reasons therefore indigenous. 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 AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2017
{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
CIN.NO: L31900KA1985PLC007019 Nominal Capital: Rs.30,000,000 Paid Up Capital: Rs.30,000,000 We have examined the registers, records, books, and papers of M/s. Toyoma Electric Limited ("the Company") as required to be maintained under the Companies Act, 2013 ("the Act" ) and the rules made there under and also the provisions contained in the Memorandum and Articles of Association of the Company for the Financial Year ended on 31
st March, 2017 (i.e. from 1
st April, 2016 to 31
st
March, 2017). In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the Company, its officers and agents, we certify that in respect of the afore said financial year: 1. The Company has kept and maintained all registers as stated in Annexure A to this Certificate, as per the provisions and the rules made there under and all entries therein have been duly recorded. 2. The Company has duly filed the forms and returns with the Registrar of Companies as required under the Act and the rules made there under. 3. The Company is a Public Limited Company and the provisions of this clause are not applicable. 4. The Board of Directors duly met 4 (four) times on 30.05.2016, 30.07.2016, 29.10.2016 and 30.01.2017. In respect of each meeting, proper notices were given; the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.
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5. The Company closed its register of members during the Financial Year on 30.09.2016 (one day only) and necessary compliance of Section 154 of the Act has been made. 6. The Annual General Meeting for the financial year ended on 31
st March 2016 was held on 30
th
September 2016 after giving due notice to the members of the company and the resolutions passed thereat were duly recorded in Minutes book maintained for the purpose. 7. No Extra-ordinary General Meeting was held during the Financial Year. 8. The Company has not granted any loans to its directors or persons or firms or companies referred to under the provisions of Companies Act, 2013 9. There was no occasion necessitating the company to obtain Central Government Approval. 10.The Company has not issued any duplicate share certificates during the financial year under review..
(i) Delivered all the share certificates on allotment of shares and on lodgment thereof for transfer / transmission or any other purpose in accordance with the provisions of the Act.
(ii) NOT Deposited the amount of un-paid dividend relating to the period 2008--2009 to investor education fund.
11. The Board of Directors of the Company is duly constituted. 12. The Company was not required to obtain any approvals from the Central Government, Company Law Board, Regional Director, Registrar of Companies during the financial year under review. 13. The Directors have disclosed their interest in other firms / companies to the Board of Directors pursuant to the provisions of the Act and the rules made there under. 14. The Company has not made any buy back of shares during the financial year. 15. There was no redemption of preference shares or debentures during the financial year. 16. There were no transactions necessitating the Company to keep in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares. 17. The Company has not invited / accepted any deposits including any unsecured loans falling within the purview of Section 58A and Rules framed there under. 18. The Company has not made any borrowings during the financial year ending on 31.03.2017. 19. The Company has not made any loans or advances or given guarantees or provided securities to other Bodies Corporate and consequently no entries have been made in the register kept for the purpose. 20. The Company has not altered the provisions of the Memorandum with respect to situation of Company's Registered Office from one state to another. 21. The Company has not altered the provisions of the Memorandum with respect to objects of the Company. 22. As certified by the management, there was no prosecution initiated against or show cause notices received by the Company for alleged offences under the Act and no fines and penalties or any other punishment imposed on the Company during the Financial Year, for offences under the Act. 23. The Company has not received any money as security from its employees during the Financial Year. 24. The company has not constituted a separate provident fund for its employees or class of its employees as contemplated under Section 418 of the Act.
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25. The Companies Trading on BSE has been suspended due to penal reasons and during the year under review various quarterly/periodical compliances though carried out by the company, could not be uploaded on the BSE Website as it has received the ID & PW from BSE Listing corner only during August 2017. Place: Bangalore (Prabhakar Tiwari ) Date: 31.08./2017 Company Secretary in Practice C.P. # 18602
Note: This report is to be read with our letter of even date which is annexed as 'Annexure-A' and forms an integral part of this Report. ANNEXURE-A To: The Members, Toyama Electric Limited, 36 KIDAB Industrial Area, Hoskote, Bangalore-560114 Our report of even date is to be read along with this letter.
1. Maintenance of Secretarial records is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of secretarial records. The verification was done on test basis to ensure that correct facts are reflected in the secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and books of Accounts of the Company like, Income Tax, Central Excise, Customs.
4. Wherever required, we have obtained the Management representations about the compliance of applicable Laws, Rules and Regulations and happening of events, etc.
5. The Compliance of the provisions of Corporate and other applicable Laws, Rules, Regulations, Standards is the responsibility of the Management in terms of Section 134 (5) (f) of the Companies Act, 2013. Our examination was limited to the verification of procedures on test basis,
6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company. Place: Bangalore Prabhakar Tiwari Date: 31
st August 2017 Company Secretary
ACS: 32733 CP: 18602
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REGISTRATION & OTHER DETAILS:
-5 ANNEXURE
Form No. MGT-9 EXTRACT OF ANNUAL RETURN
As on the financial year ended on 31.03.2017 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014]
1 .
i CIN L31900KA1985PLC007019
ii Registration Date 15-07-1985
iii Name of the Company TOYAMA ELECTRIC LIMITED
iv Category/Sub-category of the Company Public Company /* Limited by Shares
v Address of the Registered office & contact details
36A KIADB INDUSTRIAL ESTATE
HOSKOTE BANGALORE-562114
vi Whether listed company Yes
vii Name, Address & contact details of the Registrar & Transfer Agent, if any
Integrated Enterprises (India) Limited No.30 Ramana Residency, Gr Floor, 4
th Cross, Sampige Road, Malleswaram
Bangalore-560003 Phone: 080-23460815-818 E-Mail: [email protected]
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of the company shall be stated.
SL.No. Name & Description of main Products/services
NIC Code of the Product /service
% to total turnover of the company
1 switches 8536 90%
III PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES
SL.No. Name & Address of the Company
CIN/GIN HOLDING/SUBSIDIARY/ASSOCIATE % OF SHARES HELD
APPLICABLE SECTION
NIL
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A. Promoter s
(1)
Ind ian
a)
Individual/ HUF
b)
Central
Govt
c)
State
Govt
(s)
d)
Bodies
Corp.
e)
Banks
/
FI
f ) Any Other….
Sub-total (A) (1):-
(2)Foreign a) NRIs - Individuals
b) Other – fndividuals c) Bodies Corp. d) Banks L cf eF Any lt her….
Sub-total
(A) (2):-
Total shareholding
of Pr omoter (A)=(A)(1)+(A)(2)
B. Public Shareholding 1.Institutions
a) Mutual
Funds b) Banks / FI
c) Central
Govt
d) State
Govt(s)
e) Venture Capital Funds
f) Insurance
Companies
g) FIIs
h)Foreign Venture Capital
(i) Others (specify)
Sub-total
(B)(1):-
1552820
-
-
-
-
-
1552820 - - - - - 0
1552820
-
-
-
-
-
-
-
-
-
0
122710
-
-
-
-
-
122710 - - - - - 0
122710
-
-
-
-
-
-
-
-
-
0
1675530
-
-
-
-
-
1675530 - - - - - 0 1675530
-
-
-
-
-
-
-
-
-
0
55.85
-
-
-
-
-
55.82 - - - - - 0 55.82
-
-
-
-
-
-
-
-
-
0
1552820
-
-
-
-
-
1552820 - - - - - 0 1552820
-
-
-
-
-
-
-
-
-
0
122710
-
-
-
-
-
122710 - - - - - 0
122710
-
-
-
-
-
-
-
-
-
0
1675530
-
-
-
-
-
1675530 - - - - - 0
1675530
-
-
-
-
-
-
-
-
-
0
55.85
-
-
-
-
-
55.85 - - - - - 0
55.85
-
-
-
-
-
-
-
-
-
0
Nil
Category ofShareholders
No. of Shares held at
the beginning of the year
Demat
No. of Shares he
the end of the year
ld at
%Change
during
the year
Physical
Total
% of Total
Shares
Demat
Physical
Total
% of Total
Shares
I. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i. Category-wise Share Holding
15
Total
Sl N o.
Shareholder’s Name
Shareholding at the beginning of the year
Share holding at the end of the year
No. of Shares
% of total Shares of
the company
%of Shares mledged /
encumbered to total
shares
No. of Shares
% of total Shares of
the company
% of Shares mledged /
encumbered to total shares
% change in share holding during the year
1.
Mustafa
Kamal Basha
1552820
51.76
0
1552820
51.76
0
nil
2.
Farah Kamal
122710
4.09
0
122710
4.09
0
1675530 55.85 0 1675530 55.85 0
2. Non- Institutionsa) Bodies Corp.
i. Indian
ii. Overseas
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 2
lakh and above
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh
c) Oth ers
(specify)
NRIClear ing Member
Sub -tot al
(B)(2):-
Total Public Shareholding (B)=(B)(1)+ (B)(2)
C. Shares held by custodians and against which Depository receipts issued 1. Promoter and promoter group 2. Public Sub Total (c )
Grand Total (A)+(B)=(C)
126848
410462
972411
10018
1372
219960
219960
-
- 0 1324470
1100
0
0
54700
0
1004510
1004510
-
- 0 1675530
127584
410462
972411
64718
1372
1324470
1324470
-
- 0 3000000
4.25
13.67
32.41
2.16
0.06
44.15
44.15
-
- 0 100
126484
410462
972411
10018
1754
219960
219960
-
- 0 1324470
1100
0
0
54718
0
1004510
1004510
-
- 0 1375530
127584
410462
972411
64718
1372
1324470
1324470
-
- 0 3000000
4.25
13.67
32.41
2.16
0.05
44.15
44.15
-
- 0 100
ii.
Shareholding of Promoters
16
Sl. No.
At
the beginning
of the
year
Da te
wise Increase
/
Dec rease
in Pro moters Sh are
holdi ng during
the year
specifying the
reasons for
increase
/
decrease
NO Change during the year under review
(e.g. allotment
/ transfer
/ bonus/ sweat equity
etc):
At
the
End
For Each of the Top 10
Shareholders
No. of
shares
No. of
shares
% of shares of theCompany
iv. Shareholding Pattern tenShareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Sl.No.
Cumulative Shareholding during the year
% of shares of theCompany
of
the
year
At
the beginning
of the
year
257414
8.58
257414
8.58
Date
wise Increase
/ Decrease
in Share
holding
during
the year specifying the reasons
for increase
/
decrease (e.g. allotment / transfer / bonus / sweat equity
etc):
0
0
0
0
At the End of the year ( or on the date of separation, if separated during the year)
257414
8.58
257414
8.58
v. Shareholding of Directors and Key Managerial Personnel:
Sl. No.
Shareholding at the beginning of the year
Cumulative Shareholding during the year
For Each of the Directors and KMP
No. of
shares
%
of
total shares
of the
company
No.
of shares
%
of
total shares
of
the company
At
the beginning
of the year
1675530
55.85
1675530
55.85
0
0
0
0
Date wise Increase / Decrease
in Share
holding
during
the year specifying the reasons
for increase
/
decrease (e.g allotment /
.
transfer
/ bonus
/
sweat equity etc):
At
the
End
of the
year
1675530
55.85
1675530
55.85
17
II. INDEBTEDNESS
.
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Secured Loans exclud ing deposits
UnsecuredLoans
Deposits TotalInd ebt edness
Indebtedness
at
the beginning
of
the
financial y ear
i)
Principal
Amount
ii)
Interest
due
but
not
paid
iii)
Interest
accrued
but
not
due
0
0
0
0
Total( i +ii + iii)
0
0
0
0
Change
in
Indebtedness during
the
financial
year
.
. Reduction
Addition
0
0
0
0
Net
Change
Indebtedness
at
the end
of
the
financial year
i)
Principal
Amount
ii)
Interest
due
but
not
paid
iii)
Interest
accrued
but
not
due
0
0
0
0
Total( i +ii + iii) 0 0 0 0
III . REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remun erat ion to Managing Director, Whole-time Directors and/ or Manager:
Sl. no.
Part iculars of Remun erat ion Name of MD/WTD/ Manager Total Amoun t
Mustafa Kamal Basha
S.M.M.Azeez
Rs.
1.
Gross
salary (a)
Salary
as
per
provisions contained
in
section
17(1) of the
Income-tax
Act,
1961
(b)
Value
of
perquisites
u/s17(2) Income-tax
Act,
1961
(c)
Profits
in
lieu
of
salary under
section
17(3)
Income-
tax
Act,
1961
1500000.00
0
0
1500000.00
0
0
3000000.00
0
0
2.
Stock Option
0
0
0
3.
Sweat Equity
0
0
0
4.
Commission
-
as % of profit
-
Others, specify…
0
0
0
5.
Others, please specify
0
0
0
Total (A)
1500000.00
1500000.00
3000000.00
Ceiling as per the Act
18
IV . PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Type
Section of the Companies Act
Brief Description
Details of Penalty/
Punishment
/Compounding fees imposed
Authority
[RD/NCLT/
COURT]
Appeal made, if
any (give details)
A.
COMPANY
Penalty
NIL
Punishment
NIL
Compounding
NIL
B. DIRECTORS
Penalty NIL
Punishment
Punishment
NIL
NIL
Compounding
Compounding
NIL
NIL
C. OTHER OFFICERS IN DEFAULT
Penalty NIL
B. Remuneration to other directors: NIL (Only sitting fee for attending Board/Committee meetings)
C. Remuneration to key managerial personnel other than MD/Manager/WTD
NIL
19
CORPORATE GOVERNANCE
CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION
1. Listing Agreement Requirements: (i) The securities of your company are listed at BSE Limited . The company has not paid the Annual
Listing fee for 2016-2017 to these Stock Exchange
(ii) Trading in company’s securities has been suspended since 27th
March 2013 for non compliance of certain clauses of listing agreement. The Company has since complied with and awaiting revocation from BSE Ltd.
2. Buy Back of Shares
There was no buy back of shares during the year under review.
To: The Board of Directors Toyama Electric Limited We, the undersigned, in our respective capacities as Chief Executive Officer and Chief Financial Officer of Toyama Electric Limited ("the Company"), to the best of our knowledge and belief certify that: (a) we have reviewed the financial statements and the cash flow statement for the year ended on March 31, 2017 and based on our knowledge and belief, we state that:
(i) These statements do not contain any materially untrue statement or omit any material fact or contain any statement that might be misleading:
(ii) The statements together present a true and fair view of the Company's affairs and are in compliance with existing accounting standards, applicable laws, and regulations.
(b) We further state that to the best of our knowledge and belief, there are no transactions entered into by the Company during the year, which are fraudulent, illegal, or violative of the Company's code of conduct.
(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and we have disclosed to the auditors nd the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.
(d) We have indicated, based on our most recent evaluation, wherever applicable, to the Auditors and Audit Commitee:
(i) Significant Changes, if any, in the internal control over financial reporting during the year:
(ii) Significant changes, if any in the accounting policies made during the year and that the same
has been disclosed in the notes to the financial statements: and
(iii) Instances of significant fraud of which we have become aware and the involvement therein
if any, of the management or an employee having significant
Mustafa Kamal Basha Shaik Riyaz Ali Basha Managing Director\\ Chief Finance Officer Place: Bangalore Date: May 30 May 2017 20
AUDITORS’ CORPORATE GOVERNANCE CERTIFICATE
Certificate of Compliance with the Corporate Governance requirements under SEBI Disclosure Requirements) Regulations, 2015(Listing Obligations and
To the Members of Toyama Electric Limited
We have examined the compliance of conditions of corporate governance by Toyama Electric Limited (“the Company”)
for the year ended on 31 March 2017
as stipulated in Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to the Listing Agreement of the Company with Stock Exchanges.
The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
We are informed that the Companies Trading on BSE has been suspended due to penal reasons and during the year under review various quarterly/periodical compliances though carried out by the company, could not be uploaded on the BSE Website as it is yet to receive the ID & PW from BSE Listing corner.
In our opinion, subject to aboveand to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Chapter IV of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to the Listing Agreement of the Company with Stock Exchanges.
We state that such compliance is neither an assurance as to the future viability of the Company nor the effi ciency or
effectiveness with which the management has conducted the affairs of the Company.
Prakash bhat Chartered Accountants ICAI Firm’s Registration number - 007830S
Place: Bangalore Date: 30/05/2017
1. Company’s Philosophy: Your company has been practicing sound Corporate Governance Practices long before the Securities and Exchange Board of India (SEBI) Guidelines on Corporate Governance were notified. A good Corporate Governance policy is one which results in the control of the company in a regulated manner which makes management transparent, ethical, accountable and fair resulting in enhanced shareholder value. The Management is pleased to provide a detailed disclosure of specific matters required by SEBI.
2. Board of Directors:
The Board comprises of five directors, of whom three are promoter directors and remaining three are independent Directors. Shri.Mustafa Kamal Basha is the Chairman and Managing Director and Shri S.M.M.Azeez is the Whole-time Director of the company. The rest of the directors are Non-Executive directors. During the year under review, four Board meetings were held. The composition of Board of Directors and their attendance at the Board Meetings during the year and at the last Annual General Meeting as also Directorship’s / Membership / Chairperson of Committees in other companies are as follows:
S.No Name of Director Category of Director No. of Meetings Attended
Attendance at last AGM
(30.09.2015)
Directorship in other Companies
Membership/ Chairperson of Committees of other Companies
1. Sri.Mustafa Kamal Basha
Chairman & Managing Director
4
Yes
Nil
Nil
2. Sri. S.M.M.Azeez
Whole-time Director 4
Yes
Nil
Nil
3. Smt. Farah Kamal
Promoters Non –
Executive Director
4
No
Nil
Nil
4.
Sri. Akmal Hasan
Razvi
Non –
Executive Independent Director
4
Yes
Nil
Nil
5.
Dr. Mohammed Taha Matheen
Non – Executive Independent Director
4
Yes
Nil
Nil
21
members of the Audit Committee together with their attendance at the Audit Committee meetings during the financial year 2015-2016 are furnished hereunder:
Sl.No.
Name o f the Director
Designation
No. of Meetings held
No. of Meetings Attended
1.
Dr.Mohd.Taha Matheen
Chairman
4
4
2.
Smt. Farah Kamal
Member
4
4
3.
Sri. Akmal Hasan Razvi
Member
4
4
The details of the attendance of Directors for committee meetings viz., Audit Committee an d phareholders L fnvestors drievance Committee are furnished elsewhereK
3. Audit Committee:
(i) Terms of reference:
Apart from all the matters provided in Clause 49 of the Listing Agreement and the Companies
Act, 2013, the Committee reviews reports of the Internal Audit department, meets Statutory Auditors periodically and discusses their findings, suggestions, internal control systems, scope of Audit, observations of the auditors and other related matters and reviews major accounting policies followed by the company. The minutes of the Audit Committee meetings are circulated to and confirmed by the Board of Directors.
(ii) Composition:
Dr.Mohd.Taha Matheen , an Independent and Non-Executive Director is the Chairman of the Audit Committee. The Committee comprises of three Non-Executive Directors.. The present
4. Shareholder’s / Investor’s Grievance Committee
(i)Terms of reference:
The shareholder’s /Investor’s Grievance Committee oversees the following functions:
. Approving the transfer and transmission of securities. . issuance of Duplicate Share Certificates. . Redressing grievances received from the investors. . Suggesting measures to improve investor satisfaction.
(i) Composition
Sri. A.kmal Hasan Razvi, an Independent and Non-Executive Director is the Chairman of the Committee. The Committee comprises of three Non-Executive Directors.. The present members of the Committee together with their attendance at the Committee meetings during the financial year 2015-2016 are furnished hereunder:
No. of Meetings AttendedNo. of Meetings held
Sl.No.
Name of the Director
Designation
1.
Sri. Akmal Hasan Razvi
Chairman
4
4
2.
Smt. Farah Kamal
Member
4
4
3.
Dr. Mohd Taha Matheen.
Member
4
3
22
5. Share Transfer Committee:
(i) Terms of reference:
The Committee has been formed to approve matters relating to Transfer and Transmission of Securities issued by the company and other allied matters.
(ii) Composition:
The committee comprises of Three directors. Other details are as follows:
2. Sri Mustafa Kamal
Member 12 12
3.
Smt. Farah Kamal
Member
12
12
Sl.No.
Name of the Director
Designation
No. of meetings held
No. of Meetings Attended
1.
Sri S.M.M.Azeez
Chairman
12
12
(ii) Investor’s requests received and resolved during the year:The company has about 3870
investors. During the year under review, all the requests received towards Transfer/Transmission of shares and other matters have been redressed to the satisfaction of the shareholders.
6. Details of remuneration paid to directors for the year 2015-2016:
(a) Executive Directors:
Name of the Director Designition Salary Perquisites Sri. Mustafa Kamal Basha
Chairman & Managing Director
Rs. 1500000.00
Rs. 0.00
Sri .S.M.M. Azeez
Executive Director
Rs. 1500000.00
Rs. 0.00
(b) Non-Executive Directors:
The Company doesn’t pay any remuneration to Non-Executive Directors, except sitting fee for attending the meetings of the Board and Committee thereof.
7. Board Procedures:
The Board of Directors of the company met on four occasions and on no occasions the gap between two meetings exceeded Four months. The dates of Board Meetings are furnished hereunder:
30.052016 30.07.2016 29.10.2016 30.01.2017
None of the Directors is a member of more than 10 Committees or acted as the Chairman of more than 5 Committees across all the companies in which they were directors. Further, the directors of the company who are holding the positions as directors in other companies have intimated the company about the Committee positions they occupy in other companies
23
8. Appointment of Directors
Appointment of Dr.Mohd.Taha Matheen and Sri.Akmal Hasan Razvi retire by rotation at the ensuring Annual General Meeting and being eligible, offers themselves for re -appointment. A brief resume and directorships and membership, in Committees of the Board/s of the other companies are furnished hereunder:
S.No.
Name of the Director
Appointment or Re-appointment
Brief Resume
Other Directorships
1.
Dr.Mohd.Taha Matheen
Re-appointment
He is a reputed medical practioner with vast managerial experience
Nil
2.
Sri.Akmal Hasan Razvi
Re-appointment
He is a law graduate having vast legal and managerial experience
Nil
9. General Body Meetings:
Details of date and venue of the last three Annual General Meeting’s are given below:
Details of meeting Date Venue
29th Annual General Meeting
30
th September, 2014
#36(A), KIADB Industrial Area,M/s Toyama Electric Limited
Hoskote, Bangalore – RSONNQ
30th Annual General Meeting 30
th September 2015
–
M/s Toyama Electric Limited#36(A), KIADB Industrial Area,Hoskote, Bangalore RSONNQ
31st Annual General Meeting 30
th September 2016
M/s Toyama Electric Limited#36(A), KIADB Industrial Area, Hoskote, Bangalore – RSONNQ
Resolutions transacted at the last three Annual General Meetings: There was no occasion to pass Special resolution through postal ballot on any matters specified under Clause 49 of the Listing Agreement.
10. Disclosure:
a. There are no materially significant transactions with the related parties Viz., Promoters, Directors or the Management, their subsidiaries or relatives conflicting with company’s interest..
b. No penalties or Strictures were imposed on the company by any regulatory authority for non-compliance of any law except that the trading of securities on BSE was suspended due to non compliance of certain clauses.
11. Compliance of Insider Trading Norms: The Company has adopted the code of internal procedures and conduct for Listed companies notified by the Securities and Exchange Board of India prohibiting Insider Trading. A policy document on Internal code of conduct is available at the Registered office of the company.
12. Means of Communication:
The Quarterly, Half-yearly and Annual Audited Results of the company are sent to the Stock Exchanges immediately after they are approved by the Board. The results are published in Financial Express (All India Editions) and in Sanjee Vani (Local Daily).
24
13. General Shareholder’s Information: (i) Annual General Meeting:
a. Date : 28.09.2017 b. Time and venue c. Financial year : 01.04.2016– 31.03.2017d. Date of the Book-Closure e. Listing of Stock Exchange f. Dividend payment date g. Company’s Code/Symbol/Series in
Stock Exchanges : i) BSE517407/TOYAMELECTRIC (BSE INDONEXT)
(ii) Tentative Financial Calander: (2017-2018)
a) Annual General Meeting
Shares or Debenture holding of Share/Debenture Share/Debenture
nominal value of holders Amount
Rs. P. Number % to Total In Rs. % to Total
(1) (2) (3) (4) (5)
Upto 5,000 3610 93.28 4897080 16.32
5,001 - 10,000 137 3.54 1132660 3.78
10,001 - 20,000 50 1.29 778670 2.60
20,001 - 30,000 26 0.67 672710 2.24
30,001 - 40,000 11 0.28 384840 1.28
40,001 - 50,000 6 0.16 280300 0.93
50,001 - 1,00,000 15 0.39 1176030 3.92
1,00,001 and above 15 0.39 20677710 68.93
Total 3870 100.00 30000000 100.00 (ii) Details of Share holding as on 31.03.2017 are as under:
: 30th
September, 2018
: BSE Limited. : no dividend recommended.
: 11:00 AM at the Registered office : 28.09.2017 to 28.09.2017 (One day only)
Sl.No Category No. of Shares held Percentage of
holding 1. Promoters 1675530 55.85 2. Foreign Institutions, Banks & mutual Funds Nil Nil 3. Private Corporate bodies 127616 4.25 3. NRI’s, Foreign Nationals, OCB’s & FII’s 65918 2.20 4. Indian Public 1130936 37.70 TOTAL 30,00,000 100.00
b) Results for the quarter ending Last week of July 2017
30th
June,2017
c) Results for the quarter ending 30
th September, 2017 :
d) Results for the quarter ending 31
st December, 2017 : 201
e) Results for the quarter ending 31
st March, 2018
:
Distribution of Shareholding as on 31.03.2017
DISTRIBUTION OF HOLDINGS AS 31.03.2017
Last week of May 2018
Last week of October, 2017
Last week of January, 8
:
25
(iv) Market Price Data:
High/low of market price of the company’s equity shares traded on BSE Limited during the financial year 2016-2017 is not available as trading has been suspended form 27
th March
2013. (v) Dematerialization of Shares & Liquidity:
The Shares of the company fall under compulsory delivery in dematerialized mode by all categories of investors. The International Securities Identification Number (ISIN) allotted to the company is INE081D01016. The company has signed agreements with both National Securities Depository Limited and Central Depositories Services (India) Limited. About 85.20% of Company’s Shares have been dematerialized as on 31.03.2017.
(vi) Registrar and Transfer Agents:
Pursuant to the recent listing Agreement/SEBI requirement, your company has appointed M/s. Integrated Enterprises India Limited as Common Agency to look after the issues relating to Dematerialized /Physical Shares. As such, all investor related matters including share transfers are handled by them. Necessary delegation of authority for smooth execution of the activities like transfer, endorsement, allotment etc. has been made. Periodical reports are being received and necessary action is also taken for redressal of grievances of investors, if any.
(vii) Share Transfer System:
Consequent to appointment of M/s. Integrated Enterprises India Limited as Share Transfer Agents, the share transfer work of Physical Shares has been delegated to the above said Agency. However, pe riodical reports are being received by the company in respect of transfers made and necessary delegation has also been made for the endorsement of transfers, etc for smooth execution of the share transfers and other connected works.
(viii) Outstanding GDRs/ADRs/Warrants or any Convertible instruments, Conversion
date and likely impact on Equity shares: No such warrants /instruments have so far been issued by the company.
(ix) Plant Location: M/s. Toyama Electric Limited # 36(A), KIADB Industrial Area, Hoskote, Bangalore – 562 114.
(x) Address for correspondance:
Investor Correspondance for Transfer / dematerialisation of shares, payment of dividend on shares and any other query relating to the shares of the company.
M/s. Integrated Enterprises India
Limited
# 30, Ramana Residency, 4th
Cross,
Sampige Road, Malleswaram,
Bangalore –
560 003.
Tel : 080 –
23460815 –
18
Fax : 080 – 23460819
E-Mail : [email protected]
Any query on Annual Report Mr. Mustafa Kamal Basha Chairman & Managing Director M/s. Toyama Electric Limited # 36(A), KIADB Industrial Area,
Hoskote,
Bangalore –
562 114. Tel : 080 –
27971457
E-Mail : [email protected]
www.toyamaindia.com
(xi) Location of Registered office:
M/s. Toyama Electric Limited
# 36(A), KIADB Industrial Area, Hoskote, Bangalore – 562 114. Tel : 080 – 7971457 E-Mail : [email protected]
www.toyamaindia.com 26
AUDITOR’S REPORT TO THE MEMBERS OF TOYAMA ELECTRIC LIMITED, Report on the Financial Statements: We have audited the accompanying standalone financial statements of M/ Toyama Electric Limited, which comprise the balance sheet as at 31st March 2017, and the statement of profit and loss, cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management’s responsibility for the financial statements: The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013(“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the company in accordance with the accounting principles generally accepted in India, including the Accounting Standards referred to in Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s responsibility: Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the standards on auditing issued specified under Section 143(10) of the Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of the material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, auditor considers internal financial control relevant to the company’s preparation and fair presentation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. Opinion: In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2017, and its profit and its cash flow for the year ended on that date. Report on other legal and regulatory requirements: As required by the Companies (Auditor’s Report) Order, 2016, as amended, issued by the Central Government of India in terms of section 143 (11) of the Companies Act, 2013, we annexed hereto
27
1. “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the said Order.
2. As required by section 143 (3) of the Act, we report that: a. We have obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purpose of our audit.
b. In our opinion proper books of account as required by law have been kept by the company so far as appears from our examination of those books.
c. The balance sheet, statement of profit and loss and cash flow statement dealt with by this report are
in agreement with the books of account.
d. In our opinion, the above financial statements comply with the accounting standards referred to in section 133 of the Act read with, Rule 7 of the Companies (Accounts) Rules, 2014.
e. On the basis of written representations received from the directors as on 31
st March 2017, and taken
on record by the Board of Directors, we report that none of the directors are disqualified as on 31 March 2017, from being appointed as a director in terms of sub-section (2) of Section 164 of the Companies Act, 2013.
f. With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.
g. With respect to the other matters to be included in the Auditor’s Report, in accordance with Rule
11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its
standalone financial statements.
ii. The Company does not have any long-term contracts including derivatives contracts for which
there were any material foreseeable losses.
iii. There were no amounts which are required to be transferred to the Investor Education and
Protection Fund by the Company.
iv . The company has provided requisite disclosures in its financial statements as to holdings as well
as dealing in Specified Bank Notes during the period from 8 November, 2016 to 30 December,
2016 and these are in accordance with the books of accounts maintained by the company.
For Prakash Bhat & Associates Chartered Accountants Firm Reg. Number: 07830S Prakash V Bhat (Partner) Membership No.:202998 Place: Bangalore Date: 30.05.2017 28
ANNEXURE “A” TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph 1. under 'Report on Other Legal and Regulatory
Requirements' of our report of even date)
i. a) The Company has maintained proper records showing full particulars including quantitative details and situation
of its fixed assets.
b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are
verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets
were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this
periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its
assets.
c) According to the information and explanations given to us and on the basis of our examination of the records of
the Company, the title deeds of immovable properties are held in the name of the Company as at balance sheet date.
ii. The Inventories have been physically verified by the Management during the year. In our opinion, the frequency of
such verification is reasonable. The discrepancies noticed on verification between the physical stocks and the book
records were not material.
iii. i) According to the information and explanations given to us, the Company has not granted any loans, secured or
unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the
Companies Act, 2013. Accordingly, Paragraph 3(iii) (a), (b) and (c) of the Order are not applicable to the
Company.
iv. In our opinion and according to the information and explanations given to us, the Company has not granted any
loans or provided any guarantees or security to the parties covered under Sections 185 Act. The Company has
complied with the provision of sec 186 of the Act in respect of the loans given and Investments made.
v. According to the information and explanations given to us, the Company has not accepted any deposit during the
year and hence compliance with the requirement of Clause (v) is not applicable to the Company.
vi. The Central Government of India has not prescribed the maintenance of cost records under section 148(1) of the
Companies Act, 2013.
vii. According to the information and explanations given to us, in respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund,
Employees State Insurance, and Income-tax, Sales Tax, Service Tax, Value Added Tax, Duty of Customs and
other material statutory dues applicable to it to the appropriate authorities.
(b) There were no undisputed amounts payable in respect of Provident Fund, Employees State Insurance, Income-
tax, Sales Tax, Service Tax, Value Added Tax, Duty of Customs and other material statutory dues in arrears as
at 31 March 2017 for a period of more than six months from the date they became payable.
(c) There were no dues of Income tax, Sales tax, Service tax, Duty of customs, Duty of excise and Value added
tax as at 31st March 2017, which have not been deposited with the appropriate authorities on account of any
dispute.
29
i. In our opinion and according to the information and explanations given to us, the Company has not defaulted in
repayment of loans and borrowings to banks. The Company did not have any loans or borrowings from any
financial institution or government, There are no debenture holders during the year.
ii. In our opinion and according to the information and explanations given to us, the Company has not raised any
moneys by way of initial public offer or further public offer (including debt instruments) and has not obtained any
term loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable to the Company.
iii. According to the information and explanations given to us, no fraud by the Company or on the Company by its
officers or employees has been noticed or reported during the course of our audit.
iv. In our opinion and according to the information and explanations given to us, the Company has paid / provided
managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read
with Schedule V to the Companies Act, 2013.
v. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company.
Accordingly, paragraph 3(xii) of the Order is not applicable.
vi. According to the information and explanations given to us and based on the our examination of the records of the
Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where
applicable and details of such transactions have been disclosed in the financial statements as required by the
applicable accounting standards.
vii. According to the information and explanations given to us and based on our examination of the records of the
Company, the Company has not made any preferential allotment or private placement of shares or fully or partly
convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable.
viii. According to the information and explanations given to us and based on our examination of the records of the
Company, the Company has not entered into non-cash transactions with directors or persons connected with him.
Accordingly, paragraph 3(xv) of the Order is not applicable.
ix. According to the information and explanations given to us, the Company is not required to be registered under
section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable.
Place: Bengaluru,
Date: 30.05.2017
FOR PRAKASH BHAT & ASSOCIATES CHARTERED ACCOUNTANTS Registration No-07830S Prakash V Bhat PARTNER M. No.: 202998
30
ANNEXURE “B” TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph 2 (f) under 'Report on Other Legal and Regulatory Requirements' ofour report of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of
Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of M/S.Toyama Electric Limited,as of 31st
March 2017 in conjunction with our audit of the financial statements of the Company for the yearended on that date. Management's Responsibility for Internal Financial Controls The Company's management is responsible for establishing and maintaining internal financial controls based on “the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India”. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. Auditor's Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting. Meaning of Internal Financial Controls Over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
31
Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2017, based on “the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India”
For PrakashBhat& Associates Chartered Accountants (Firm's Registration No. 007830S) Prakash V Bhat Partner Membership No.202998
Place: Bangalore Date: 30.05.2017
32
(All amounts are in Indian Rupees, unless otherwise stated)
Notes As at 31st
March, 2017
As at 31st
March, 2016
Rupees RupeesEquity and liabilities
Shareholders' funds
Share capital 3 30,000,000 30,000,000
Reserves and surplus 4 31,723,293 35,535,955
61,723,293 65,535,955
Non-current liabilities
Other long term liabilities 6 294,000 294,000
Long-term provisions 7 328,968 499,910
622,968 793,910
Current liabilities
Trade payables 8(a) Total outstanding dues of micro enterprises
and small enterprises
1,260,398 2,150,104
(b) Total outstanding dues of creditors other than
micro enterprises and small enterprises
1,823,445 2,556,914
Other current liabilities 9 5,527,897 4,926,560
Short-term provisions 10 22,129 97,267
8,633,869 9,730,845
TOTAL 70,980,130 76,060,710
Assets
Non - current assets
Fixed assets 11
Tangible assets 25,356,463 26,551,672
Intangible assets 50,458 88,066
Capital work-in-progress 229,792 229,792
25,636,713 26,869,530
Non-current investments 12 450,000 450,000
Deferred tax asset (net) 5 602,602 954,547
Long-term loans and advances 13 12,963,991 12,948,060
Other non-current assets 14 3,534,826 3,552,521
17,551,419 17,905,128
Current assets
Inventories 15 9,181,202 10,230,030
Trade receivables 16 14,970,068 18,749,671
Cash and bank balances 17 3,080,182 1,951,968
Short-term loans and advances 18 419,808 261,648
Other current assets 19 140,738 92,735
27,791,998 31,286,052
TOTAL 70,980,130 76,060,710
Summary of significant accounting policies 2
The accompanying notes are an integral part of the financial statements 3 to 46
As per our report of even date
For Prakash Bhat & Associates For and on behalf of the BoardChartered AccountantsFirm Registration number-07830S
Prakash Bhat S.M.M.Azeez Mustafa Kamal Basha
TOYAMA ELECTRIC LIMITEDBalance Sheet as at 31st March, 2017
33
(All amounts are in Indian Rupees, unless otherwise stated)
Notes Year ended 31st
M arch, 2017
Year ended 31st
M arch, 2016
Rupees Rupees
Revenue
Revenue from operations (gross) 20 31,261,597 34,768,049
Less: Excise duty 4,114,155 4,426,208
Revenue from operations(net) 27,147,442 30,341,841
O ther income 21 843,755 949,535
Total revenue 27,991,197 31,291,376
Expenses
Cost of materials consumed 22 9,828,944 12,013,903
Purchase of traded goods 716,872 (366,057)
Changes in inventories of finished
products,work-in-progress and traded
goods
23 1,019,537 4,103,580
Employee benefits expense 24 9,055,871 14,366,177
Finance costs - -
Depreciation and amortisation expenses 11 1,203,565 1,267,223
O ther expenses 25 9,597,874 14,175,037
Total expenses 31,422,663 45,559,863
Profit/(loss) be fore taxes (3,431,466) (14,268,487)
Tax expenses
Current tax - -
Deferred tax 351,945 1,009,580
Short/(excess) provision of earlier years - -
351,945 1,009,580
Profit/(loss) for the year (3,783,411) (15,278,067)
Earnings per equity share { nominal
value per share Rs 10/-( 31st March
2015: Rs 10/-)}
40
Basic and Diluted earnings per share -1.26 -5.09
Number of shares used in computing earnings per shares 3000000 3000000
Significant accounting policies 2
The accompanying notes are 3 to 46
an integral part of the financial statements
As per our report attached
For Prakash Bhat & Associates For and on behalf of the Board
Chartered Accountants
Firm Registration number-07830S
0 S.M .M .Azeez M ustafa Kamal Basha
Prakash Bhat Director Director
Membership Number:202998 DIN: 00342578 DIN: 00342509
Place: Bangalore
Date :
Statement of Profit and Loss for the year ended 31st M arch, 2017
TOYAM A ELECTRIC LIM ITED
34
(All amounts are in Indian Rupees, unless otherwise stated)
2017 2016
R upe e s R upe e s
A Cash flow from ope rating activitie s
Profit be fore taxation (3,431,466) (14,268,487)
Adjustments for:
Depreciation/Amortisation 1,203,565 1,267,223
(Profit)/loss on sale of investments - -
(Profit)/loss on sale of fixed assets - -
1,203,565 1,267,223
Ope rating Profit be fore working capital
change s (2,227,901) (13,001,264)
M ove me nt in working capital:
Decrease/(Increase) in Trade and O ther
Receivables
3,606,135 7,247,872
Decrease/(Increase) in Inventories 1,048,828 4,956,206
Increase/(Decrease) in Trade and O ther
Payables (1,267,918) 3,387,045 (4,453,295) 7,750,783
Cash ge ne rate d from/(use d in)
ope rations 1,159,144 (5,250,481)
Taxes paid, net (30,931) (30,931) (41,355) (41,355)
N e t cash from ope rating activitie s (A) 1,128,214 (5,291,836)
B Cash flow from inve s ting activitie s
Purchase of fixed assets - (34,149)
C apital work in progress - 6,750
Refund of capital advance - 1,250,000
Advance towards purchase of properties - -
Sale of Mutual fund - -
Sale of fixed assets - -
N e t cash use d in inve s ting activitie s (B )
- 1,222,601
C Cash flow from financing activitie s
Dividend Paid - -
Dividend Tax Paid - -
N e t cash flow from (use d in) in financing
activitie s ( C) - -
N et increase in cash & cash equivalents (A)
+ (B) + (C )1,128,214 (4,069,235)
C ash or cash equivalent at the beginning of
the year 1,951,968 6,021,203
C ash or cash equivalent at the end of the
year* 3,080,182 1,951,968
*includes earmarked balance with banks 1,029,229 1,071,499
As per our report of even date
TOYAM A ELECTR IC LIM ITED
Cash flow s tate me nt for the ye ar e nde d 31s t M arch, 2017
1. Figure in bracket indicate outflows.
2.The accompanying significant accounting polices and notes form integral part of the financial statements.
35
(All amounts are in Indian Rupees, unless otherwise stated)
1. Company overview
2. Significant accounting policies
2.1 Basis of preparation and presentation of financial statements
2.2 Use of estimates
2.3 Revenue Recognitions
Sales and services
Dividend and interest income
2.4 Tangible and intangible fixed assets
2.5 Depreciation and amortisation
Intangible assets are amortised over their estimated useful life
Dividend is recognised when declared and interest income is recognised on a time proportion basis taking into account the
amount outstanding and the rate applicable.
Tangible and intangible fixed assets are stated at cost less accumulated deprecation/amortisation and impairment loss, if
any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its
intended use.
Pursuant to Companies Act 2013, with effect from 1st April 2014 the Company has estimated useful life of the fixed
assets and adopted the estimated useful life as prescribed under Part C of Schedule II of the Companies Act 2013 for the
purpose of computation of depreciation on such assets.
Toyama Electric Limited
Notes to financial statements for the year ended 31st March,2017
Toyama Electric Limited ('the company') was incorporated as a private limited company on July15th,1985 and domiciled
in India and incorporated under the provisions of the Companies Act,1956. Company was converted into Public
company on 1st December,1993 and listed in Bombay Stock exchange. The Company is engaged in the manufacturing
and selling of electrical switches, transformers and components there of.
These financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP)
under the historical cost convention on the accrual basis except for certain financial instruments which are measured at fair
values. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013
(‘the Act’) read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified)
and guidelines issued by the Securities and Exchange Board of India (SEBI). Accounting policies have been consistently
applied except where a newly-issued accounting standard is initially adopted or a revision to an existing accounting
standard requires a change in the accounting policy hitherto in use.
The preparation of the financial statements is in conformity with Indian GAAP, requiring management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities on the date of
the financial statements and the reported amounts of revenue and expenses during the reporting year. Although these
estimates are based upon management's best knowledge of current events and actions, actual results could differ from
these estimates. Any revision to accounting estimates is recognised prospectively in current and future years.
Sale of goods are recognised when significant risk and rewards of ownership of the goods have passed to buyer, which
generally coincides with dispatch of goods. Gross sales are inclusive of applicable excise duty and exclusive of sales tax.
Revenue from services are recognised as and when such services are rendered. Revenue from scrap is recognised on
sale.
36
2.6 Impairment of tangible and intangible fixed assets
2.7 Inventories
2.8 Employee Benefits
Defined Contribution Plans
Defined Benefit Plans
2.9
2.10 Foreign Currency Transactions
Foreign currency transaction are accounted for at the exchange rates prevailing at the date of transaction. Gain and losses
resulting from settlement of such transaction and from the translation of monetary assets and liabilities denominated in
foreign currencies are recognised in the statement of profit and loss.
Company does not have policy to pay compensated absences.
Gratuity liability is defined benefit obligation and is provided on the basis of an actuarial valuation on projected unit credit
method made at the end of each year. The company funds the benefit through contribution to LIC.The company
recognises the actuarial gain and losses in the statement of profit and loss in the period in which they arise.
Investments that are readily realisable and intended to be held for not more than a year are classified as current
investments. Current investments are carried at lower of cost and fair value determined on an individual investment basis.
Long terminvestments are carried at cost. However, provision for diminution in value is made to recognise a decline other
than temporary in the value of long term investments.
The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on
internal/external factors. An impairment loss is recognised wherever the carrying amount of an asset exceeds its
recoverable amount. The recoverable amount is the greater of the assets net selling price and value in use. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessment of the time value of money and risks specific to the asset. After impairment, depreciation
provided on revised carrying amount of the assets over its remaining useful life. Previously recognised impairment loss is
further provided or reversed depending on changes in circumstances.
Raw materials, stores, spares and tools are valued at lower of cost and net realizable value. Cost of raw materials
comprises of cost of purchase, cost of conversion and other costs incurred in bringing them to their respective present
location and condition. Cost of raw material is determined on a weighted average method.
Investments
Work in progress and finished goods are valued at lower of cost and net realisable value. Cost includes direct materials
and labour and proportion of manufacturing overheads based on normal operating capacity. Cost of finished goods
includes excise duty. Cost determined on a weighted average method.
Net realisable value is estimated selling price in the ordinary course of business less estimated cost of completion and
selling expenses.
Short term employee benefits are recognised as an expense in the statement of profit and loss of the year in which the
related service is rendered.
Company's contribution paid/payable during the year to Provident fund,ESIC and labour welfare fund are Defined
contribution plans and are accounted on accrual basis and charged to the statement of profit and loss of the year. There
are no other obligations other than the contribution payable to respective funds.
37
2.11 Taxation
2.12 Provisions and contingencies
2.13 Leases
2.14 Cash and cash equivalents
2.15 Cash flow statement
2.16 Earnings/(loss) per share
Cash flows are reported using the indirect method, whereby profit / (loss) before tax is adjusted for the effects of
transactions of non-cash nature. The cash flows from operating, investing and financing activities of the Company are
segregated based on the available information.
Contingent assets are neither recognised nor disclosed.
In the cash flow statements, cash and cash equivalents include cash in hand, demand deposits with banks, other short term
highly liquid investments.
Basic earnings per share are calculated by dividing profit or loss for the year attributable to equity shareholders by the
weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per
share, net profit or loss for the year attributable to equity shareholders and the weighted average number of shares
outstanding during the year are adjusted for the effects of all dilutive potential equity shares, if any.
Provision for income tax is made for current and deferred taxes. Provision for current income tax is measured at the
amount expected to be paid to the tax authorities in accordance with the Income Tax Act, 1961. Deferred tax on account
of timing differences between taxable and accounting income is accounted for by applying tax rates and laws enacted or
substantially enacted on the balance sheet date.
Deferred tax assets are recognised and carried forward only if there is reasonable certainty of situation. However in case
of carried forward losses and unabsorbed depreciation under the Income Tax Act,1961, the Deferred tax asset is
recognised if and only if there is a virtual certainty backed by convincing evidence of its situation. Such assets are
reviewed at each Balance Sheet date to reassess its realisation.
Lease arrangements where the risk and rewards incidental to ownership of an asset substantially vest with the lessor, are
recognised as operating leases. Leases rentals under operating leases are recognised in statement of profit and loss.
Advance taxes and provision for current income taxes are presented in the balance sheet after off-setting advance taxes
paid and income tax provisions arising in the same tax jurisdiction and where company intends to settle the asset and
liability on net basis.
Deferred tax asset and/or liability have been offset as they relate to the same governing taxation laws.
A provision is recognised when an enterprise has a present obligation as a result of past events; it is probable that an
outflow of resources will be required to settle obligation, in respect of which a reliable estimate can be made. Provisions
are not discounted to its present value and are determined based on best estimate required to settle the obligation at the
balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimate.
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by occurrence
or non-occurrence of one or more uncertain future events beyond the control of the company or a present obligation that
is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A
contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot
be measured reliably. The company does not recognise a contingent liability but discloses its existence in the financial
statements.
38
(All amounts are in Indian Rupees, unless otherwise stated)
As at 31st
M arch, 2017
As at 31st
M arch, 2016
Rupees Rupees
3 Share capital
Authorised shares:
30,00,000 (Previous year : 30,00,000)
equity shares of Rs.10 each 30,000,000 30,000,000
30,000,000 30,000,000
Issued , subscribed and fully paid up shares : 30,000,000 30,000,000
30,00,000 (previous year 30,00,000)
equity shares of Rs.10 each, fully paid up
Total issued, subscribed and fully
paid-up share capital 30,000,000 30,000,000
Particulars
Number of
shares
Rs Number of
shares
Rs
At the beginning of the year 3,000,000 30,000,000 3,000,000 30,000,000
Movement during the year - - - -
Outstanding at the end of the year 3,000,000 30,000,000 3,000,000 30,000,000
(b ) Rights , preferences, and restriction attached to shares.
(c )
Number of
shares
% holding in
the class
Number of
shares
% holding in
the class
1,552,820 51.76% 1,552,820 51.76%
4 Reserves and surplus
Securitie s premium account
Opening Balance 23,979,146 23,979,146
Additions during the year - -
Deductions during the year - -
Closing balance 23,979,146 23,979,146
General reserve
Opening Balance 25,335,185 25,335,185
Additions during the year - -
Less: Adjusted for Depreciation ( refer note 4.1) - -
Closing balance 25,335,185 25,335,185
Revaluation reserve 1,559,483 1,588,728
Less: Transferred to statement of profit and loss 29,252 29,245
TOYAM A ELECTRIC LIM ITED
As at 31-03-2017 As at 31-03-2016
(a)The reconciliation of the number of equity shares and share capital:
As at 31-03-2017 As at 31-03-2016
The company has only one class of equity shares having par value of Rs 10 per share. Each holder of equity shares is entitled to
one vote per share.
Name of Shareholder
In the event of the liquidation of the Company, the holder of equity shares will be entitled to receive the remaining asset of the
Company, after distribution of all preferential amount, the distribution will be proportionate to the number of equity shares held
by the shareholders.
Notes to financial statements for the year ended 31st M arch,2017
Mustafa Kamal
Number of share he ld by each share holder holding more than 5% of the issued shares capital
Equity shares of Rs 10 each fully paid up
39
5 Deferred Tax liabilities (net)
Deferred tax liability
Fixed assets: Impact of difference between tax depreciation
and depreciation charged for the financial reporting 1,585,911 1,759,442
Gross deferred tax liability 1,585,911 1,759,442
Deferred tax asset
Impact of expenditure charged to statement of profit and loss
in the current year but allowed for tax purpose on payment basis - 612,365
Carry forward income tax loss (Refer note no 5.1) 2,188,513 2,101,624
Gross deferred tax asset 2,188,513 2,713,989
Deferred tax Asset (net) [Previous year Deferred tax Asset (net)] 602,602 954,547
5.1
6 Other long term liabilities
Deposits Received 294,000 294,000
294,000 294,000
7 Long-term provisions
Provisions for employee benefits
Provision for gratuity (refer note 34 ) 328,968 499,910
328,968 499,910
8 Trade payables
1,260,398 2,150,104
1,823,445 2,556,914
3,083,843 4,707,018
9 Other current liabilities
Employee benefit payable 1,505,896 1,102,533
Statutory dues payable 661,954 952,226
Due to directors 727,429 428,029
Advance from customers 1,734,907 767,623
Unclaimed Dividend 256,531 359,768
Expenses payable 641,180 1,316,381
5,527,897 4,926,560
10 Short-term provisions
Provisions for employee benefits
Provision for gratuity (refer note 34) 22,129 97,267
22,129 97,267
(b) Total outstanding dues of creditors other than micro
enterprises and small enterprises
Deferred tax asset not created on unabsorbed business loss in view of there being no virtual certainty supported by convincing
evidence on future taxable income.
(a) Total outstanding dues of micro enterprises and small
enterprises( Refer Note 37)
(A ll a mo unts a re in Ind ia n R up e e s , unle ss o the rw ise s ta te d )
1 1 F IX E D A S S E T S
P a rtic ula rs A s a t A d d itio ns D e d uc tio ns A s a t A s a t F o r the D e d uc tio ns A s a t A s a t A s a t
A p ril 1 , d uring the d uring the M a rc h 3 1 , A p ril 1 , ye a r d uring M a rc h 3 1 , M a rc h 3 1 , M a rc h 3 1 ,
2 0 1 6 ye a r ye a r 2 0 1 7 2 0 1 6 the ye a r 2 0 1 7 2 0 1 7 2 0 1 6
A : T a ng ible a s s e ts :
L a nd :
F re e - ho ld la nd 7 ,7 2 8 ,5 1 0 - - 7 ,7 2 8 ,5 1 0 - - - - 7 ,7 2 8 ,5 1 0 7 ,7 2 8 ,5 1 0
B uild ings -
F a c to ry 9 ,1 1 4 ,7 0 6 - - 9 ,1 1 4 ,7 0 6 8 ,2 1 6 ,4 8 3 4 7 ,5 8 6 - 8 ,2 6 4 ,0 6 9 8 5 0 ,6 3 7 8 9 8 ,2 2 3
O the rs 7 ,2 7 5 ,0 6 6 - - 7 ,2 7 5 ,0 6 6 - - - 7 ,2 7 5 ,0 6 6 7 ,2 7 5 ,0 6 6
P la nt a nd e q uip me nt 4 4 ,5 1 9 ,4 2 4 - - 4 4 ,5 1 9 ,4 2 4 3 7 ,7 0 5 ,9 0 1 5 8 5 ,4 0 8 - 3 8 ,2 9 1 ,3 0 9 6 ,2 2 8 ,1 1 5 6 ,8 1 3 ,5 2 3
T o o ls & D ie s 6 ,8 8 9 ,6 9 8 - - 6 ,8 8 9 ,6 9 8 5 ,3 6 4 ,4 6 4 1 1 4 ,1 7 5 - 5 ,4 7 8 ,6 3 9 1 ,4 1 1 ,0 5 9 1 ,5 2 5 ,2 3 4
F urniture a nd fixture s 3 ,0 3 1 ,8 0 7 - - 3 ,0 3 1 ,8 0 7 2 ,6 8 7 ,7 9 1 5 5 ,6 7 0 - 2 ,7 4 3 ,4 6 1 2 8 8 ,3 4 6 3 4 4 ,0 1 6
O ffic e e q uip me nt 2 ,2 9 6 ,5 5 8 - - 2 ,2 9 6 ,5 5 8 2 ,0 1 8 ,7 8 2 1 2 2 ,6 3 5 - 2 ,1 4 1 ,4 1 7 1 5 5 ,1 4 1 2 7 7 ,7 7 6
V e hic le s 5 ,3 4 3 ,1 0 1 - - 5 ,3 4 3 ,1 0 1 3 ,7 2 9 ,3 2 4 2 5 4 ,0 4 6 - 3 ,9 8 3 ,3 7 0 1 ,3 5 9 ,7 3 1 1 ,6 1 3 ,7 7 7
C o mp ute rs 3 ,4 5 8 ,8 7 8 - - 3 ,4 5 8 ,8 7 8 3 ,3 8 3 ,3 3 1 1 5 ,6 8 0 - 3 ,3 9 9 ,0 1 1 5 9 ,8 6 7 7 5 ,5 4 7
T o ta l 8 9 ,6 5 7 ,7 4 8 - - 8 9 ,6 5 7 ,7 4 8 6 3 ,1 0 6 ,0 7 6 1 ,1 9 5 ,2 0 0 - 6 4 ,3 0 1 ,2 7 6 2 5 ,3 5 6 ,4 7 2 2 6 ,5 5 1 ,6 7 2
P re vio us ye a r 8 9 ,6 2 3 ,5 9 9 3 4 ,1 4 9 - 8 9 ,6 5 7 ,7 4 8 6 1 ,8 5 6 ,8 1 4 1 ,2 4 9 ,2 6 2 - 6 3 ,1 0 6 ,0 7 6 2 6 ,5 5 1 ,6 7 2
B : Inta ng ible a s s e ts :
C o mp ute r S o ftw a re 9 3 0 ,0 6 6 - - 9 3 0 ,0 6 6 8 4 2 ,0 0 0 3 7 ,6 1 4 - 8 7 9 ,6 1 4 5 0 ,4 5 2 8 8 ,0 6 6
T o ta l 9 3 0 ,0 6 6 - - 9 3 0 ,0 6 6 8 4 2 ,0 0 0 3 7 ,6 1 4 - 8 7 9 ,6 1 4 5 0 ,4 5 2 8 8 ,0 6 6
P re vio us ye a r 8 7 3 ,0 3 2 5 7 ,0 3 4 - 9 3 0 ,0 6 6 7 9 4 ,7 9 4 4 7 ,2 0 6 - 8 4 2 ,0 0 0 8 8 ,0 6 6
3 /3 1 /2 0 1 7 3 /3 1 /2 0 1 6
D e p re c ia tio n o n re va lue d c o st: 2 9 ,2 4 5 2 9 ,2 4 5
D e p re c ia tio n c ha rge o n s ta te me nt o f P ro fit o r L o ss 1 ,2 0 3 ,5 6 9 1 ,2 0 3 ,5 6 9
T o ta l D e p re c ia tio n 1 ,2 3 2 ,8 1 4 1 ,2 9 6 ,4 6 8
T O YA M A E L E C T R IC L IM IT E D
N o te s to fina nc ia l s ta te m e nts fo r the y e a r e nde d 3 1 s t M a rc h,2 0 1 7
G ro s s B lo c k -C o s t / B o o k V a lue D e pre c ia tio n a nd a m o rtiza tio n N e t bo o k v a lue
40
12 Non-current investments
Trade Investment
Investment in equity shares - Quoted, fully paid up
Future Consumer Enterprises Ltd 450,000 450,000
25000 shares (25000 Shares) face value of Rs 6
Future Lifestyle Fashion Ltd - -
806 Bonus Shares (806 shares) face value of Rs 2
General Information:
Aggregate of quoted investment and market value thereof:
Equity shares : 3/31/2017 3/31/2016
Book value 450,000 450,000
Market Value 953,423 577,827
450,000 450,000
13 Long-term loans and advances
Unsecured considered good
Capital advances 11,543,613 11,543,613
Electricity deposits 437,639 437,639
Advance recoverable in cash in cash or kind 462,080 477,080
Other loans and advances
Advance tax (net of provision for income tax) 520,659 489,728
12,963,991 12,948,060
14 Other non-current assets
Long term trade receivables
Unsecured and considered good 3,534,826 3,552,521
Doubtful - 626,915
Provision for doubtful debts - (626,915)
3,534,826 3,552,521
15 Inventories
(valued at lower of cost and net realisable value)
Raw material 2,454,261 2,532,534
Stores and spares and packing materials 466,848 449,034
Work-in-progress 2,229,849 3,160,383
Finished goods 2,767,054 2,517,382
Traded goods 1,263,190 1,570,697
9,181,202 10,230,030
16 Trade receivables
Unsecured and considered good
Outstanding for a period exceeding six months 8,989,784 8,557,573
from the date they are due for payment
Others receivables 5,928,612 10,192,098
14,970,068 18,749,671
17 Cash and bank balances
Cash and cash equivalents
Cash on hand 1,545 34,981
Balance with Bank
In current account 2,049,408 845,488
Total (A) 2,050,953 880,469
41
Other bank balances
In dividend account 256,531 359,768
Balance with bank held as margin money 772,698 711,731
Total (B) 1,029,229 1,071,499
Total Cash and bank balances (A+B) 3,080,182 1,951,968
2
Amount (Rs)
Particulars SBNs
Other
Denomination
notes Total
9,000 488 9,488
Nil 86,768 86,768
9,000 56,100 65,100
Nil 31,156 31,156
18Short-term loans and advances
Unsecured and considered good
Prepaid expenses 18,270 43,538
Loans and advances to employees 31,500 48,840
Balance with statutory/government authorities 353,238 100,970
Advance recoverable in cash or in kind 16,800 68,300
Total short term loans and advances 419,808 261,648
19Other current assets
Unsecured and considered good
Interest receivable 140,738 92,735
140,738 92,735
Less: Amount deposited in Banks
Closing Cash in hand as on December 30, 2016
Cash and cash equivalents as of 31st March 2017 and 31st March,2016 include restricted cash and bank balances of
Rs.10,29,229/-(Rs.10,71,499/-) Restrictionprimarilyonaccount ofdeposit heldas marginfor bankguarantees andbalance
with dividend accounts
During the year, the Company had Specified Bank Notes(SBN) or other denomination notes as defined in the MCA notification
G.S.R 308(E), dated March 31, 2017. The details of SBNs held and transacted during the period from November 8, 2016 to
December 30, 2016, the denomination-wise SBNs and other notes as per the notofication are as follows:
Closing Cash in hand as on November 8, 2016
Add: Permitted Receipts
Less: Permitted Payments
42
(A ll amounts are in Ind ian Rupees, unless o therw ise stated )
Ye ar e nde d
31s t M arch,
2017
Ye ar e nde d
31s t M arch,
2016
R upe e s R upe e s
20 R e ve nue from ope rations (gros s )
S ale o f p roducts - manufactured goods (gross) 29 ,753 ,352 33 ,047 ,552
( Refer no te no 31 fo r details)
S ale o f p roducts - traded goods 1 ,508 ,245 1 ,720 ,497
( Refer no te no 32 fo r details)
O ther operating revenues - -
31 ,261 ,597 34 ,768 ,049
21 O the r Income
Interest income 111 ,101 101 ,542
Exchange G ain (N et) - -
P ro fit on sale o f investments - -
Liab ilities no longer required w ritten back 312 ,654 414 ,261
P ro fit on sale o f fixed asset - -
M iscellaneous income 420 ,000 433 ,732
843 ,755 949 ,535
22 C os t o f mate ria ls cons ume d
Raw material and components
O pening stock 2 ,532 ,534 3 ,117 ,074
A dd : P urchases 9 ,744 ,344 11 ,511 ,142
Less: C losing stock 2 ,454 ,261 2 ,532 ,534
9 ,822 ,617 12 ,095 ,682
A d justment fo r excise duty on stock 6 ,327 (81 ,779)
C os t o f mate ria ls cons ume d 9 ,828 ,944 12 ,013 ,903
23 C hange s in inve ntorie s o f finis he d products ,work -in-progre s s and trade d goods
Finis he d goods
O pening stock 2 ,517 ,382 4 ,476 ,225
Less : C losing stock 2 ,767 ,054 2 ,517 ,382
A -249 ,672 1 ,958 ,843
W ork -in-progre s s
O pening stock 3 ,160 ,383 3 ,907 ,454
Less : C losing stock 2 ,229 ,849 3 ,160 ,383
B 930 ,534 747 ,071
Trade d G oods
O pening stock 1 ,570 ,697 3 ,020 ,141
Less : C losing stock 1 ,263 ,190 1 ,570 ,697
C 307 ,507 1 ,449 ,444
A d justment fo r excise duty on stock D 31 ,168 (51 ,778)
A + B + C + D 1,019 ,537 4 ,103 ,580
TO YA M A ELEC TR IC LIM ITED
N ote s to financia l s ta te me nts for the ye ar e nde d 31s t M arch,2017
43
24 Employee benefits expense
Salaries, wages and bonus 7,233,514 11,465,066
Contribution to provident and other funds 308,352 553,725
Gratuity expense ( refer note 33 ) (44,093) 33,078
Director's remuneration 1,500,000 2,250,000
Staff welfare expenses 58,098 64,308
9,055,871 14,366,177
25 Other expenses
Consumption of stores, spares & packing material 782,503 783,119
Power and fuel 1,102,099 1,475,875
Lease rentals 459,400 441,500
Repairs and maintenance
machinery and electricals 215,181 527,910
others 151,503 627,721
Labour charges 1,836,453 1,741,377
Transportation 623,797 823,943
Rates & taxes 70,878 28,655
Consignment sales expenses - 188,121
Directors' sitting fees 36,000 27,000
Business promotion expenses 272,251 670,171
Communication expenses 663,369 816,009
Printing and stationery 103,437 121,061
Professional charges 225,762 225,721
Travelling and conveyance 2,199,702 2,299,633
Vehicle maintenance 223,629 478,723
Bad debts / Advances written off 17,167 2,059,561
Commission, discounts 200,538 301,991
Bank charges 88,395 65,400
Auditors' remuneration
For Statutory audit 141,000 120,000
For Tax audit - -
For Certification/limited review - -
Out of pocket expenses - 3,600
Exchange loss (Net) - 450
Provision for bad and doubtful debts - -
Miscellaneous expenses 184,810 347,496
9,597,874 14,175,037
44
(All amounts are in Indian Rupees, unless otherwise stated)
26 Capital Commitments
27 Value of imports on CIF basis
In Rupees
Year ended 31st
March, 2017
Year ended 31st
March, 2016
- -
Repairs & maintenance - machinery/electricals - 67,689
- 67,689
28 Value of raw materials consumed
% of total
consumption
Value (Rs) % of total
consumption
Value (Rs)
100.00% 9,828,944 100.00% 12,013,903
0.00% - 0.00% -
100.00% 9,828,944 100.00% 12,013,903
29 Raw materials consumed under broad heads
In Rupees
Year ended 31st
March, 2017
Year ended 31st
March, 2016
1,864,661 3,360,202
1,482,240 1,470,761
418,136 581,383
95,680 180,298
854,946 500,094
715,232 734,836
405,407 533,984
1,196,324 1,978,190
1 Module Step Regulator with Enclosure 318,433 697,846
2,477,885 1,976,309
9,828,944 12,013,903
30 Particulars of purchase of Traded goods
In Rupees
Year ended 31st
March, 2017
Year ended 31st
March, 2016
472,613 (1,491,052)
244,259 1,124,995
716,872 (366,057)
Brass 0.45X45Mm & 0.7X36
Inlay Cu(1) & Cu (2)
Poly Carbonate(White)
Poly Carbonate(Dark Grey)
Abs Dark Grey
Total
Abs 300 Uvs White-R102001
Total
TOYAMA ELECTRIC LIMITED
Notes to financial statements for the year ended 31st March,2017
Wire Holding Terminals With Screw-(Wht-
20,21,13,14,15,7)
Particulars
Raw Materials
Raw Material
Imported
Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of advances) – NIL
(Previous Year- NIL)
Year ended 31st March, 2017Particulars
Indigenous
Particulars
Components
Total
Year ended 31st March, 2016
Particulars
Bi Metal Contact Flat 1,2,3
Total
Metal Boxes & Others
Others components
MCB
45
31 Particulars of M anufactured goods
In Rupees
Year ended 31st
M arch, 2017
Year ended 31st
M arch, 2016
2,042,092 4,055,824
475,290 475,290
2,467,053 2,042,092
300,001 475,290
25,639,197 28,621,344
- -
- -
32 Particulars of Traded goods
In Rupees
Year ended 31st
M arch, 2017
Year ended 31st
M arch, 2016
1,372,518 2,604,784
198,179 415,357
1,166,726 1,372,518
96,464 198,179
- -
1,505,387 1,720,497
33 Related Party Disclosures
i Name of Related Party
Relation
Mr. S M M Azeez Director
Mr. Mustafa Kamal Chairman and Managing Director
Mrs. Farah Kamal Director
Mr.Syed Akmal Hassan Razvi Director
Mr.Mohamed Taha Mateen Director
Toyama Controls & Systems Private Limited Associate Company
ii Transactions with Related Parties
Year ended 31st
M arch, 2017
Year ended 31st
M arch, 2016
750,000 1,500,000
750,000 750,000
Toyama Controls & Systems Private Limited 1,130,084 216,028
Toyama Controls & Systems Private Limited 241,181 76,225
Name
Sale of Products
Mr. S M M Azeez
Remuneration
Mr. Mustafa Kamal
Sales ( Net of excise duty)
MCB
Metal Boxes & others
Particulars
Particulars
Metal Boxes & Others
Sales
Opening Inventories
Closing Inventories
Switches
Metal Boxes & Others
MCB
Opening Inventories
Switches
Transformers
MCB
Closing Inventories
Switches
Transformers
Tools, Components & others
Name
Transformers
Purchase of Components
46
iii Outstanding Balance
As at 31st
March, 2017
As at 31st
March, 2016
7,27,429/- Cr. 4,28,029/- Cr.
Mr. Mustafa Kamal 6,58,628/-Cr. -
Mrs. Farah Kamal 12,000/- Cr. 12,000/- Cr.
Mr.Syed Akmal Hassan Razvi 12,000/- Cr. 12,000/- Cr.
12,000/- Cr. 12,000/- Cr.
43,257/- Cr 33,878/- Dr.
34 Employee benefits:
Year ended 31st
March, 2017
Year ended 31st
March, 2016
222,934 408,440
85,418 145,285
In Rupee
Particulars 31-Mar-17 31-Mar-16
Obligations at year beginning 650,327 1,386,958
Service cost 37,317 38,345
Interest cost 42,998 83,180
Actuarial (gain)/ loss (113,691) (84,510)
Benefits paid (200,957) (773,646)
Obligations at year end 415,994 650,327
Defined benefit obligation liability as at the balance sheet date is funded by the Company.
Change in plan assets
53,150 142,512
3,939 7,687
6,778 (3,750)
201,987 680,347
(200,957) (773,646)
64,897 53,150
Net asset/(liability) recognized in balance sheet as at March 31:
64,897 53,150
415,994 650,327
(351,097) (597,177)
Long term provisions 328,968 499,910
Short term provisions 22,129 97,267
Total 351,097 597,177
Recognised under:
b. Defined Benefit Plans:
Gratuity: The liability for gratuity is funded through a scheme administered by Group gratuity policy with Life Insurance
corporation of India and provision is made based on report as at Balance Sheet date by Life Insurance Corporation of India.
Benefits paid
Employers contribution to Employee’s State Insurance
Present value of the defined benefit
Plan assets at year end, at fair value
Fair value of plan assets at the end of the year
Contribution to Defined Contribution plan, recognized as expenses for the year are as follows:
Plan assets at year beginning, at fair value
Net Asset/(Liability) recognized in the balance
sheet
Employers contribution to Provident Fund
Expected return on plan assets
Name
As per Accounting Standard 15” Employee Benefits”, the disclosures of Employee benefits as defined in the Accounting Standards
are given below:
Actuarial gain
Contributions
Toyama Controls & Systems Private Limited
Mr. S M M Azeez
Particulars
Mr.Mohamed Taha Mateen
a. Defined Contribution Plans
47
Assumptions
Discount Rate 7.34% 8.00%
Expected Return on plan assets 7.34% 9.00%
Salary escalation 7.00% 7.00%
31-M ar-17 31-M ar-16
37,317 38,345
42,998 83,180
(3,939) (7,687)
(120,469) (80,760)
(44,093) 33,078
35 Segment Reporting
36
Details of foreign currency exposure as at 31st March,2017 s given below
Amount as on
March 31st,2017
Amount as on
March
31st,2016
- 11,080
- 605,411
37
38
39
40 Earning per share (EPS)
31-M ar-17 31-M ar-16
(3,783,411) (15,278,067)
3,000,000 3,000,000
3,000,000 3,000,000
The Company operates in only one primary segment of business. Secondary segmental reporting is based on the geographical
location of customers. During the year company had entire business within India hence separate segmental reporting is not
applicable.
a) Not hedged (net)
The Company has carried out a verification of Assets and found no material Impairment of Assets as on 31-03-2017, therefore
no provision is made in respect of Impairment of Assets during the year.
Dues to Micro and Small Enterprises
As at
Actuarial (gain)/loss
Gratuity cost for the year
Service cost
USD payable
Particulars
A) For Basic Earnings Per Share of Rs.10 each
B) For Diluted Earnings Per Share of Rs. 10 each
II.Earning per share ( Face Value of Rs. 10 Each)
II. Weighted average number of equity shares for Earnings Per Share
Net Profit / (Loss) as per Statement of Profit and Loss available for equity shareholders
Based on information and explanation available with the Management, there are no overdue principal amounts/interest payable
amounts for delayed payments to suppliers covered under "The Micro,Small and Medium Enterprises Development Act,2006" as
at the Balance Sheet date. There are no delays in payment made to such suppliers during the year or for any earlier years and
accordingly there is no interest paid or outstanding interest in this regard in respect of payments made during the year or brought
forward from previous years.
Impairment of Assets - Accounting Standard- 28
Net gratuity cost as on March 31, 2017 and on March 31, 2016 comprises of the following components:
In Rupees
Balances in parties accounts are subject to reconciliation/confirmation from respective parties. Management does not expect any
material difference affecting the financial statements for the year.
Net gratuity cost
Particulars
Equivalent Rupees
Expected return on plan assets
Foreign currency exposures
Interest cost
Particulars
48
41
i
ii
iii
iv
v
42
43
44
45
46
For Prakash Bhat & Associates For and on behalf of the Board
Chartered Accountants
Firm Registration number-07830S
Prakash Bhat S.M.M.Azeez Mustafa Kamal Basha
Partner Director Director
Membership Number:202998 DIN: 00342578 DIN: 00342509
Place: Bangalore
Date :
Future minimum lease payments under non- cancellable operating lease are Nil.
There was disruption in business operations due to strike by section of the employees Due to this there has been drastic reduction
in production and sales during the year ended 31st March 2017 adversely affecting the cash flow and revenues of the company
necessitating deferment of the pay by the executives. However, efforts are being made towards reconciliation andhope that sooner
the business operations will resume to its full capacity,
There are no contingent rents.
Building is taken on operating lease with options of renewal against increased rent and premature termination of
agreement.
Lease payments are recognized in the statement of profit & loss under “Lease Rentals” in note no 25
Operating Leases
The Company has taken various office premises under operating lease. These are generally not non-cancellable and
range between 11 months and 3years and are renewable by mutual consent on mutually agreeable terms. The Company
has given refundable interest free security deposits under certain agreements.
Previous year’s figures have been regrouped / reclassified wherever necessary to conform to current year’s classification.
There were no contingent liabilities. Necessary provisions have been made in the books of accounts for the year 2016-17 in
respect of all known liabilities. There were no contingents assets arise from the unplanned or other unexpected events that give rise
to possibility of an inflow of economic benefits.
Investments in Equity Shares are stated at cost. No provision for diminution in value is made since these investments are intended
to be held for a longer period.
No depreciation has been provided on other office buildings as the same has not been used during the year.
Leasing arrangements
49
TOYAMA ELECTRIC LIMITEDCIN : L31900KA1985PLC007019
Regd Office: 36(A), KIADB Industrial Estate Hoskote Bangalore – 562 114Telephone: 080 - 7971457 E-Mail : [email protected] Web : www.toyamaindia.com
ATTENDANCE SLIP
31st Annual General MeetingDate: 28th September 2017 Time: 11:00 A.M
Place, KIADB Industrial Estate Hoskote Bangalore – 562 114
Please fill the attendance slip and hand it over at the enteance of the meeting gall
Name of the attending Member (in Block Letters)
Member’s Folio Number
Client ID No.
D.P.ID No.
Name of the Proxy (in Block letters to be fillied in the proxy attends instead of the member
No. of shares held
I hereby record my presence at the 31st Annual General Meeting of the Company held on Friday the
28th September 2017 at 11:00 A.M. at 36 A
KIADB Industrial Estate Hoskote Bangalore – 562 114
Signature of the member / proxy
The electronic voting particulars are set out below
EVSN(Electronic Voting
Sequence Number)
Remote E-voting facility is available during the following voting period
Commencement of remote e-voting
Tuesday 26th September 2017 ( From 5:00 p.m )
End of remote e-voting
Thursday 28th September 2017 ( Upto 5:00 p.m )
PAN No./SEQ.No USER ID Password
50