BOARD REPORT To the Members, Your Directors have pleasure in submitting the Twenty First Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015 DIVIDEND No Dividend was declared for the current financial year due to conservation of Profits. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATIONAND PROTECTION FUND Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS The company's funds are invested mostly in advances to known parties. With the interest rate structure scenario in the country witnessing a downward revision, the company's income / profit levels are expected to be more or less stagnant in the immediate future. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION: Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the company M/s. Swamy & Chhabra, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is included as a part of this report. LISTING WITH STOCK EXCHANGES: The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to BSE where the Company's Shares are listed. DEMATERIALISATION OF SHARES: The Company's equity shares are under compulsory demat trading. Electronic holding by Members comprising 81.40 % of the total equity of the Company through the National Securities Depository Limited (47.68%) and Central Depository Services (India) Limited (33.72%). NUMBER OF BOARD MEETINGS HELD : The Board of Directors duly met 11 times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are as follows :14th April, 2014, 21st April, 2014, 29th May, 2014, 12th August, 2014, 20th August, 2014, 6th October, 2014, 20th October, 2014, 14th November, 2014, 7th March, 2015, 20th March 2015 and 28th March, 2015. DIRECTORS: Confirmation of Appointment : Pursuant to the provisions of the section 161(1) of the Companies Act, 2013 read with the Articles of Association of the company, Mrs. Jagruti Mayurbhai Sanghavi is appointed as Additional Director and she shall hold office only up to the date of this Annual General Meeting. Appointment of Independent Directors : Mrs. Jagruti Mayurbhai Sanghavi, who is Proposed to be appointed as Independent Director possess appropriate balanceof skills, expertise and knowledge and is qualified for appointment as Independent Director. Your Directors recommend the appointment of Mrs. Jagruti Mayurbhai Sanghavi as Independent Director in the notice for the Annual General Meeting. DIRECTORS RESPONSIBILITY STATEMENT : Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that: a) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures; b)they have selected such accounting policies and applied them consistently and made 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 the same period; c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) they have prepared the annual accounts on a going concern basis; e) they have laid down internal financial controls in the company that are adequate and were operating effectively. f)they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively. DECLERATION BY INDEPENDENT DIRECTORS : The Independent Directors have submitted the declaration of independence, as required pursuant to the Section 149(7) of the Companies Act, 2013 stating that they meet criteria of independence as provided in sub section (6). DIRECTORS' REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178 : Information regarding Directors' Remuneration Policy and criteria for determining qualification positive attributes, independence of a director and other and other matters provided under sub- section (3) of section 178 are provided in the Corporate Governance Report. AUDIT OBSERVATIONS : Auditors' observations are suitably explained in notes to the Accounts and are self-explanatory. AUDITORS: Statutory Auditors : The Auditors, M/s. Swamy & Chhabra, Chartered Accountants was appointed in the 20thAnnual General Meeting for upto 23rd Annual General Meeting is hereby ratified in this Annual General Meeting till conclusion of next Annual General Meeting, with remuneration as may be decided by the Board of Directors. Secretarial Audit : According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report Annexure-A. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO : The Company does not have any activities which entail the consumption of energy and technology absorption. There was no foreign exchange earnings or outgo of the company during the current year. VIGIL MECHANISM : In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.tokyofinance.in RELATED PARTY TRANSACTIONS : Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. Details of material contracts or arrangements or transactions with Related Parties on an arm's length basis with respect to transactions covered under Section 188 (1) of the Act in the prescribed Form No. AOC-2 is attached as Annexure-B. Further, details of related party Transaction as required to be disclosed by Accounting Standard- 18 on Related Party Disclosures" specified under Section 133 of the Act, read with Rule 7 of Companies (Accounts) Rule, 2014, are given in the notes to Financial Statements. During the year, the Company has not entered into any transactions with Related Parties which are not in its ordinary course of business or not on an arm's length basis and which require disclosure in this Report in terms of the provisions of Section 188(1) of the Act. EXTRACT OF ANNUAL RETURN : The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-C PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS : Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES: No, Remuneration paid to any Director and Key Managerial Personal during the Financial Year, 2014 - 2015. DIRECTOR'S REPORT DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY: Tokyo Finance manages risk at the Company through a detailed Risk Management Policy framework. The Risk Management Policy lays down guidelines in identifying, assessing and managing risks that the businesses are exposed to. Risk is monitored by the Board/Risk Management Committee of the Board through suitable reporting mechanisms for the Company. ACKNOWLEDGEMENT: Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company. For and on behalf of Board Velji L. Shah Director Haresh V. Shah Director Place: Mumbai Date: 30.05.2015 |