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
+91-9892691696
