toyam industries ltd share price Directors report


To,

The Members of,

Toyam Sports Limited

The Board of Directors hereby presents its 38th Directors Report on business & operations of your Company (‘the Company) along with Audited Consolidated Financial Statements for the financial year ended 31st March, 2023.

1. STATE OF COMPANYS AFFAIR

Standalone Financials

In FY 2022-23, Total Revenue From Operations was 340.52 Lakhs. PBEIT for the year stood at -1230.89 Lakhs, Net loss was -1222.03 Lakhs and EPS on standalone basis stood at -0.30.

Consolidated Financials

In Financial year 2022-23, the Consolidated Revenue From Operations was 340.52.15 Lakhs. PBEIT for the year stood at -1231.08 Lakhs. Net Loss after tax was 1222.22 Lakhs and EPS on consolidated basis stood at -0.29. The Consolidated Financial Statements, prepared in accordance with the provisions of the Companies Act, 2013 (hereinafter referred as the Act), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as the ‘Listing Regulations) and Ind-AS 110 ‘Consolidated Financial statements prescribed under Section 133 of the Act, forms part of the Annual Report.

2. CHANGE IN NATURE OF BUSINESS

The Company operates in 2 reportable segments i.e., Sports & Events Promotion Business and Finance Business. The business Segments has been identified as separate segment in accordance with Accounting standard 17 ‘Segment Reporting.

3. DIVIDEND

In view of the planned business growth, your directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended 31st March, 2023.

4. REGISTERED OFFICE OF THE COMPANY

503, Shri Krishna Building, Opp. Laxmi Industrial Estate, Link Road, Andheri West, Mumbai- 400053.

5. AMOUNTS TO BE TRANSFERRED TO RESERVES

During the year the company has not proposed to transfer any amount to the General Reserve.

6. SHARE CAPITAL

The Paid-up Equity Share Capital as on 31st March, 2023 was Rs. 42,60,15,000 divided into 42,60,15,000 equity shares of Re. 1/- each. During the year under review, the Company has not issued shares with differential voting rights nor sweat equity.

During the year company has converted 20,22,00,000 Equity Convertible Warrants into Equity Shares and has allotted 1,13,25,000 Equity Shares pursuant to exercise of Stock Options under Toyam Employees Stock Option Plan, 2020 ("Toyam ESOP, 2020").

7. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 forms part of the Notes to the Financial Statements provided in this Annual Report.

9. MATERIAL CHANGES AND COMMITMENTS

• No other material changes have occurred and commitments made, affecting the financial position of the Company,

• between the end of the financial year of the Company and the date of this report.

• There is no order is passed by regulator or court or tribunal against the Company, impacting the going concern

• concept or future operations of the Company.

10. SUBSIDIARIES/ JOINT VENTURE/ASSOCIATES

The company has one wholly owned subsidiary Company - Kumit-1 League Private Limited.

Kumit-1 League Private Limited. (K1L) has been engaged in the business of promoting sports and MMA, conducting sports & MMA events. Kumite-1 League is Indias leading mixed martial arts (MMA) promoting company with a vision to grow and popularize the sport of mixed martial arts within the mass community in India. During FY 2023-23, (K1L) revenue from operations was nil and in terms of regulation 16 of the listing regulations. K1L is a non-material non-listed wholly owned subsidiary of the company.

PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sr. No. Name & Address of the company CIN/GLN Holding/ Subsidiary/ Associate % of Shares held
1. Kumite-1 League Pvt. Ltd. U92419MH2018PTC317223 Wholly Owned Subsidiary 99.998%

11. MEETINGS OF THE BOARD

The Board of Directors of the Company met 10 (Ten) times in a year dated 30th May, 2022, 02nd July, 2022, 14th August, 2022, 05th Septemeber, 2022, 14th November, 2022, 03rd December, 2022, 21st December, 2022, 02nd January, 2023, 18th Janaury, 2023, 13th March, 2023. The gap between two Meetings did not exceed 120 (one hundred and twenty) days. Detailed information on the meetings of the Board, its Committees and the AGM is included in the Report on Corporate Governance, which forms part of this Annual Report.

12. BOARD COMMITTEES

As per the requirement of Companies Act, 2013 and relevant Regulation of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Your Company has the following mandatory committees:

1. Audit Committee

2. Nomination and Remuneration Committee (NRC)

3. Stakeholders Relationship Committee (SRC)

The details of committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

13. CHANGE IN DIRECTORS / KEY MANAGERIAL PERSONNEL (KMPS)

During the Year under review, the following changes occurred in the position of Directors/KMPs of the Company.

Sr. No. Name of Director/KMPs Date of Event Event(s)
1. Mr. Shekhar Mennon 30/09/2022 Regularise to Non-Executive Independent Director
2. Mr. Ashok Chhaganbhai Patel 14/11/2022 Resignation from Non-Executive Independent Director
3. Mr. Purvesh Shelatkar 18/01/2023 Appointment as Additional Non- Executive Independent Director

14. INDEPENDENT DIRECTORS

a) Disclosure: The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also the opinion that the Independent Directors fulfills all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

b) Familiarization Programme: As per Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of the familiarization programme for Independent Directors have been detailed out in the Corporate Governance Report forming part of the Annual Report and are also disclosed on the website of the Company at www.toyamsportsltd.com.

c) Meeting: The details of the meeting of Independent Directors are given in Corporate Governance Report forming part of this Annual Report.

15. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board & its committees, execution and performance of specific roles, duties, obligations and governance. The performance evaluation of Committees, Executive Directors, Non-Executive Directors and Independent Directors was completed. The Performance evaluation of the Chairman, Non- Executive Directors & Board as a whole was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process. Directors of the Company has carried their own performance evaluation too known as "Self-Assessment".

16. RELATED PARTY TRANSACTION

During the year under review, the Company enter into contracts or arrangement with its related parties referred to in Section 188(1) of the Companies Act, 2013. Disclosures in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is included in this report as "ANNEXURE-A" and forms an integral part of this report.

A Policy on Related Party Transactions as approved by the Board is available on the Companys website at: www.toyamsportsltd.com.

17. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as required under Section 92 of the Companies Act, 2013 is included in this report as "ANNEXURE-B" and forms an integral part of this report.

Annual return u/s 92(3) of the Companies Act, 2013 also placed at www.toyamsportsltd.com.

18. POLICY ON DIRECTORS APPOINTMENT & REMUNERATION

i. The Nomination and Remuneration Committee of Board of Directors of the Company leads the process for apipointment of Directors and Key Managerial Personnel and Senior Management personnel in accordance with the requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws.

ii. Nomination & Remuneration Policy is available on the website of the Company on the below link: (www.toyamsportsltd.com ) and as "ANNEXURE-C" to this report.

19. RISK MANAGEMENT

In todays economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor & take precautionary measures in respect of the events that may pose risks for the business. The Board & Audit Committee is responsible for reviewing the risk management plan and ensuring its effectiveness.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis by keeping Risk Management Report before the Board & Audit Committee periodically.

20. ISSUE OF SHARES ON PREFERENTIAL BASIS

During the year Issue of 15,68,00,000 Equity Shares of the Company and 40,00,000 Optionally Convertible Preference Shares on Preferential Basis for Consideration other than Cash and Issue of 21,71,00,000 Equity Warrants Convertible into Equity Shares of the Company on Preferential Basis for Cash with the approval of shareholders through postal ballot dated 03rd December, 2022.

21. POSTAL BALLOT

During Financial Year 2022-23, Postal ballot was conducted by Company to obtain members approval on dated 03rd December, 2022 & 13th March, 2023.

The resolution approved by members in Postal Ballot conducted by the Company dated 03rd December, 2022 are as under:

1. Change in Main Object Clause of the Memorandum of Association of the Company

2. Increase in Aggregate Investment Limits for Non-Resident Indians and Overseas Citizens of India.

3. Approve Issue of Equity Shares of The Company And Optionally Convertible Preference Shares On Preferential Basis For Consideration Other Than Cash (Share Swap):

4. Approve Issue of Equity Warrants Convertible into Equity Shares of the Company on Preferential Basis for Cash The resolution approved by members in Postal Ballot conducted by the Company dated 13th March, 2023 are as under: Appointment of Mr. Purvesh Krishna Shelatkar (DIN: 09838204) as a Non-Executive Independent Director.

22. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

In compliance with Section 134 of The Companies Act, 2013 read with The Companies (Disclosure of Particulars in the report of Board of directors) Rules 1988, a statement giving information regarding Energy Conservation, Technology Absorption and Foreign Exchange earnings and out go is given in "ANNEXURE-D" forming part of this Annual Report.

23. AUDITORS

STATUTORY AUDITOR

M/s Manoj Vatsal & Co., Chartered Accountant (FRN: 010155C) appointed as the statutory auditors of the Company for a second term of 5 (Five) years to hold office from the conclusion of 36th Annual General Meeting until the conclusion of the 41st annual general meeting of the Company. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from Manoj Vatsal & Co., Chartered Accountant (FRN: 010155C) that their appointment, if made, would be in conformity with the limits specified in the said Section. Auditors Report is self-explanatory and therefore do not call for any further comments under Section 134(1) of the Companies Act, 2013.

SECRETARIAL AUDITOR

M/s. Nitesh Chaudhary & Assocaites, Practicing Company Secretary [M. No.: 10010, CP No.: 16275] was appointed to conduct the secretarial audit of the Company for the Financial Year 2022-23, as required under Section 204 of the Companies Act, 2013 and rules made there under The Secretarial Audit Report for the Financial Year 2021-22 forms part of the Annual Report as "ANNEXURE-E" to the Boards Report. The Secretarial Audit Report has not contained any qualification, reservation or adverse remark.

INTERNAL AUDITOR

N H Variava & Co. (FRN: 153265W), Chartered Accountants was appointed to conduct the Internal audit of the Company for the Financial Year 2022-23, as required under Section 138 of the Companies Act, 2013 and rules made thereunder.

Further, the Board has appointed N H Variava & Co.(FRN: FRN: 153265W), Chartered Accountants as Internal Auditor of the Company for the Financial Year 2023-24.

24. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 and the relevant rules, the Company is not required to spend any amount towards CSR Expenditure as none of the thresholds limits as specified in Section 135 is crossed.

25. DISCLOSURE REQUIREMENTS

Corporate Governance Report and Management Discussion and Analysis form part of this Annual Report for the year ended 31st March, 2023.

The Company has a whistle blower policy/vigil mechanism to report genuine concerns or grievances. The Whistle Blower Policy/vigil mechanism has been posted on the website of the Company (www.toyamsportsltd.com).

The Board has laid down a code of conduct for Board members & Senior Management Personnel as per Regulation 17 & 26(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 & has been posted on the website of the Company (www.toyamsportsltd.com). All the Board members & Senior Management Personnel have affirmed compliance with the said code of conduct for the year ended on 31st March, 2023.A declaration to this effect, signed by the Managing Director, forms part of this Annual Report.

The Board has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015.The Insider trading Policy of the Company covering code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information and Code of Conduct for the prevention of Insider Trading has been posted on the website of the Company. All the Board members & KMPs have affirmed compliance with the said code of conduct for the year ended on 31st March, 2023.

26. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has put in place an adequate system of Internal Financial Control commensurate with the size and nature of business which helps in ensuring the orderly and efficient conduct of its business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention & detection of frauds, accuracy &completeness of accounting records and ensuring compliance with corporate policies.

The Company has an internal audit team which is commensurate with the size, nature & complexity of operations of the Company. The Internal Audit Report is submitted to the Audit Committee on quarterly basis, the Audit Committee reviews.

27. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report as "ANNEXURE- F").

28. DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that:

a) In the preparation of annual accounts, the applicable accounting standards has been followed

b) along with proper explanation relating to material departures.

c) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

d) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

e) The Directors had prepared the annual accounts on a going concern basis.

f) The Company has established internal financial controls and the said controls are adequate and are operating effectively.

g) A proper compliance system was established to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

29. LISTING OF SHARES

Shares of the company are listed on the Bombay Stock Exchange Limited (BSE), Mumbai and Metropolitan Stock Exchange of India Limited (MSEI), Mumbai, which provide the wider access to the investors national wide.

The Company has made all the compliances of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including the Payment of Listing fees up to 31st March, 2023 to the BSE and MSEI.

During the year company has converted 20,22,00,000 Equity Convertible Warrants into Equity Shares and shares are listed and lock in as per SEBI (Issue of Capital And Disclosure Requirements) Regulations, 2018.

During the year company has allotted 1,13,25,000 Equity Shares pursuant to exercise of Stock Options under Toyam Employees Stock Option Plan, 2020 ("Toyam ESOP, 2020") and shares are listed and traded as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

30. DEMATERIALISATION AND ELECTRONIC REGISTRAR

The equity shares of your Company are available for dematerialization with both NSDL and CDSL under ISIN INE457P01020. As on 31st March 2023, 99.65% equity shares are in demat form and remaining 0.35% equity shares are in physical form. Our registrar for electronic connectivity with the National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) is Mas Services Limited (SEBI Reg. No.: INR000000049) T-34, 2nd Floor, Okhla Industrial Area, Phase-2, New Delhi-110020 Ph. No.:011-26387281-83, Fax:011-26387384 Email: info@masserv.com Web: www.masserv.com.

31. HUMAN RESOURCE MANAGEMENT & INDUSTRIAL RELATION

Human Resource plays vital role in your Company. If finance is the blood of any organization then Human Resource is not less than pulse which keeps running production by their hard work day and night. Your Company has performance management process to motivate people to give their best output and encourages innovation and meritocracy. Board places on record their appreciation and sincere thanks towards their contribution to the Companys performance during the year. The Board is pleased to inform you that Industrial relations have continuously been cordial at all levels throughout the year.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, Trainees) are covered under this policy. The following is the summary of sexual harassment complaint received and disposed of during the year 2022-23. No. of Complaint received: NIL No. of Complaint disposed off : NIL

33. UTILISATION OF THE PROCEEDS FROM PREFENTIAL BASIS OF EQUITY SHARES:

The utilisations of funds raised have been mentioned hereunder: Amount

(in Rs.)

Purpose of Issue Allocation of Funds Funds Utilized
Working Capital, General Corporate Purposes Requirement & Estimated Issue related Expenses 20,22,00,000 [Warrants converted into Equity Shares (75%)] 40,94,55,000
Net proceeds 20,22,00,000 40,94,55,000

34. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency And Bankruptcy Code 2016.

35. DETAILS OF DIFFERNEC BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from banks and financials institutions.

For and On Behalf of the Board of Directors of Toyam Sports Limited

(Forrmerly known as Toyam Industries Limited)

Sd/-

Mohamed Ali Rajabali Budhwani Chairman cum Managing Director

(DIN: 01976253)

Date: 05/09/2023

Place: Mumbai