toyamindustries.comTOYAM INDUSTRIES LIMITED [Formerly Ojas Asset Rvonstruction Company Limited] CIN:...

TOYAM INDUSTRIES LIMITED [Formerly Ojas Asset Rvonstruction Company Limited]

CIN: L74110MH1985PLC285384 www.toyamindustries.com

September.30, 2017

To,

The BSE Limited, Floor 25, P.J. Towers, Dalai Street, Mumbai-400001

The Metropolitian Stock Exchange of India Ltd. Vibgyor Towers, 4th floor, Plot No C 62, G Block,Opp. Trident Hotel, BandraKurla Complex, Bandra (E), Mumbai — 400 098.

REF : ISIN: INE457P01020, SECURITY CODE: 538607, SECURITY ID: TOYAMIND

SUB. : 32ND ANNUAL REPORT

Dear Sir/Madam,

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosed herewith Annual Report for the financial year 2016-17 duly approved and adopted by members at 32" J Annual General Meeting of the Company held on 26 th

September, 2017 at K1L Sports Cafe, Cortege No. 17, Ararnnagar Part 1, J.P. Road, Versova, Andheri (West), Mumbai (MH)-400061.

You are requested to kindly take the same on record.

Thanking you, For Toyam Industries Limited

K tan Vyas Company Secreta

Encl: as above stated

Registered Office: 503, Shri Krishna, Fun Republic Lane, New Link Road, Andheri [W), Mumbai-400057, Maharashtra. Contact: 91-22-64646430 E-Mail: [email protected]

www.toyamindustries.com

32ND ANNUAL GENERAL MEETING

DATE: 26TH SEPTEMBER, 2017

DAY: TUESDAY

TIME: 02.00 P.M.

PLACE: KIL SPORTS CAFÉ, COTTAGE NO. 17,ARAM NAGAR PART 1, J. P. ROAD,VERSOVA, ANDHERI (W),MUMBAI - 400061

NOTE:

1. SHAREHOLDERS ARE REQUESTED TO BRING THEIR COPY OF THE ANNUALREPORT WITH THEM TO THE ANNUAL GENERAL MEETING.

2. NO GIFTS OR COUPONS WOULD BE GIVEN TO THE SHAREHOLDERS FORATTENDING THE ANNUAL GENERAL MEETING.

AN APPEAL

SHAREHOLDERS ARE REQUESTED TO REGISTER THEIR EMAIL ID WITH THECOMPANY/ REGISTRAR & TRANSFER AGENT [email protected], [email protected] [email protected] IN CASE THE SHARES ARE HELD IN PHYSICAL FORMAND WITH THEIR DEPOSITORY PARTICIPANTS (DPS) IN CASE THE SHARES AREHELD IN DEMATERIALIZED FORM TO SUPPORT THE GREEN INITIATIVE TAKENBY THE MINISTRY OF CORPORATE AFFAIRS.

ANNUAL REPORT 2016-17

mailto:[email protected]



CONTENTSTitle Page No.

CORPORATE INFORMATION

CHAIRMAN’S SPEECH

THE KIL OPPORTUNITY

BOARD’S REPORT

ANNEXTURES TO BOARD’S REPORT

MANAGEMENT DISCUSSION AND ANALYSIS

REPORT ON CORPORATE GOVERNANCE

STANDALONE FINANCIAL STATEMENTS

BALANCE SHEET

STATEMENT OF PROFIT AND LOSS

CASH FLOW STATEMENT

NOTES FORMING PART OF FINANCIAL STATEMENT

NOTICE OF 32ND AGM

ROUTE MAP FOR VENUE OF 32ND AGM

PROXY/ BALLOT FORM

ATTENDANCE SHEET


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7

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24

31

48

50

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76

89

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CORPORATE INFORMATION(AS ON 24/08/2017)

BOARD OF DIRECTORS

Mr. Mohammed Ali Budhwani Rajabali (DIN: 01976253) Chairman & MD

Mr. Tejas Vinodrai Hingu (DIN: 06936684) Whole Time Director

Mr. Sajjad Rajabali Jaffer (DIN: 07842072) Executive Director

Mr. William Joseph Daly (DIN: 07842070) Executive Director

Ms. Amruta Vishwas Shigwan (DIN: 07632255) Executive Director(Resigned w.e.f.24/08/2017)

Ms. Chandni Solanki (DIN: 07873950) Independent Director

Mr. Kailash Tilkoo Yadav (DIN: 00628363) Independent Director

Mr. Mayank Kathed (DIN: 07742376) Independent Director

OTHER KEY MANAGERIAL PERSONNEL

Mr. Aseem Shabanali Merchant Chief Executive Officer

Ms. Amruta Vishwas Shigwan Chief Financial Officer(Resigned w.e.f.24/08/2017)

Mr. Ketan Vyas (M. NO.: A48942) Company Secretary

ADVISORY BOARD MEMBERS

H.E. Mr. Zulfiquar Ghadiyali Global Strategy Advisor

Mahmud Merali Advisory Member

Rahul Rametra Advisory Member


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BANKERS

Axis Bank Limited

Development Credit Bank Limited

RBL Bank Limited

AUDITORS

STATUTORY AUDITOR INTERNAL AUDITOR SECRETARIAL AUDITOR

R. Soni & Co. M. K. Gohel & Associates Sonal Oza

Chartered Accountants46, Mulji Jetha Bldg.,Prince Street, Mumbai-400002

Chartered AccountantsKandivali (W) Mumbai-400067

Company SecretaryThane-401209

REGISTRAR AND SHARE TRANSFER AGENT

Purva Sharegistry (India) Private Limited(SEBI Reg. No.: INR000001112)

No. 9, Shiv Shakti Industrial Estate,Lower Parel Mumbai-400011


COMMITTEE OF DIRECTORS

Audit Committee Nomination & Remuneration Committee

Stakeholders Relationship Committee

Mr. Mayank Kathed(Chairman)Mr. Tejas HinguMs. Chandni Solanki

Mr. Mayank Kathed(Chairman)Mr. Kailash Tilkoo YadavMs. Chandni Solanki

Mr. Mayank Kathed(Chairman)Mr. Tejas HinguMs. Chandni Solanki

NOTE: - Mr. Ketan Vyas, Company Secretary of the Company is acting as Secretary of all the committees of the Board.

REGISTERED OFFICE

503, Shri Krishna Building, Opp Laxmi Industrial Estate, Link Road, Andheri (W), Mumbai (MH)-400053

CIN: L74110MH1985PLC285384Ph: 91-22-64646430Email: [email protected];

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CHAIRMAN’S SPEECHFOR THE FINANCIAL YEAR 2016-17

Mohammed Ali BudhwaniChairman/ Managing Director

Toyam Industries Limited

Dear Shareholders,

With immense pleasure, I present youwith the Annual Report of your Companyfor the financial year ended 31st March,2017. This year has been challenging butfilled with prospects of growth anddevelopment for both Company as well asinvestors. Your Company aims to explorenew opportunities for investors and tapthose resources in market to maximizethe returns of shareholders as well asinvestors.

Over the past 10 years, Sports as anIndustry has changed fundamentally.Today, Sports is not just an activeplatform for marketing and creatingbranding opportunities for corporates

investing in Sports, but also creating valuefor fans across the world. Sporting leaguesacross the world have invited valuablesupport and presence of corporate sector.

These leagues have offered immenseexposure to not just local players but alsoto some international sporting legends.Realizing the impact of Sports on theentire economy, industry andentertainment. Toyam Industries Limitedboard has decided to venture into thebusiness of Sports and Entertainment. Wehave put together a great board ofExecutive Officers and Advisors to launchthis venture on a grand scale which wouldredefine the concept of a Sports Leagueacross the globe.

Promotion of Sports across all spectrumsof the society not only ensures inclusivitybut also creates employmentopportunities for its people. Sports alwaysbrings a sense of national pride that isincomparable to any other form ofentertainment. Business of Sports haschanged faces very rapidly in the recentpast. The introduction of entertainmentand role of corporates has been increasingand evolving.

Toyam Industries Limited (TIL) islaunching an Integrated Fight LeaguePlatform that is a unique concept when itcomes to sporting culture. Therefore, aspart of TIL’s vision, the board has

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developed a plan to market this platformacross the globe. TIL will also be providingtechnical support for fighters throughprofessional coaching and trainingfacilities. TIL is enabling an environmentthat will be focused on promoting asporting culture among youth to makethem competitive outside and strongerinside.

This platform will also place a specialemphasis in recognising sports as anindustry. This platform includes sportsinfrastructure, sports events, sportshospitality, training, and manufacturingand retail of sports goods.

The said Integrated Fight League Platformwill be launched under the name andimpression of “KIL Kumite 1 League”. Verysoon the Company will announcelaunching date of different K1L productand services in India. The Company isalready under talks with variousregulatory authorities to facilitate launchof season 1 of the said sports league“KIL”.

In conclusion, interesting times lie ahead.As we move towards the most excitingtime in our Company’s history, we aregrateful to Company’s stakeholders fortheir faith and commitment. We aim toearn your continued trust every day. Andfinally, a sincere thank you to theCompany’s employees, whose proficiencyand professionalism makes us the best inthe industry.

ADHERANCE TO THE CORPORATEGOVERNANCE

The Report on Corporate Governance forthe Financial Year 2016-17 forms separatepart of the Annual Report. During the yearunder report, your Company has made allout efforts for compliance of theconditions of Corporate Governance asstipulated in the Guidelines on CorporateGovernance for SEBI (Listing Obligationsand Disclosure Requirements) Regulation,2015.

ACKNOWLEDGEMENT

We look forward to sharing our successeswith you as we realize this Company’sgreat potential and achieve the goals wehave set for ourselves.With all the efforts being made by yourCompany to further strengthen itsoperational, financial and humanresources performance, I hope that it willcontinue to grow in future consistentlyand meet the emerging challenges posedby the economic environment and theindustry.

With Warm Regards

Sd/-Mohammed Ali Budhwani RajabaliChairman & Managing Director(DIN: 01976253)

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TheKIL

Opportunity


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KUMITE allows realistic nail-bitingfull contact combat under stimulatedscenarios, recreated in the form ofcopyright sets.

Brace yourselves for the world’s mostexciting Fight League, whichpromises to pack a punch and raisethe bar in the field of sport fighting!!

“KUMITE” meaning Fight inJapanese. It is the basic philosophybehind the Kumite One FightLeague. A full contact high intensityand thrilling sport where thefighters’ skills are tested on keyattributes, like, Focus, Speed,Balance and Endurance. An excitingfusion of Martial Arts, Karate, Kung-Fu, Sumo, Sando, Ninji-Tsu,Wrestling, Boxing, Marine Core &Muay Thai.

THE THOUGHT

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THE PHILOSOPHY

The philosophy of the IntegratedSports Platform is to create ‘RoleModels’ from among the fighters inthe League through social media andpublicity and seep into the minds ofthe youth through a spectrum ofrelated business models like, KIL, KILHealthcare, KIL Hospitality (ResidentTraining Gyms), KIL Arena (LiveFights & a Bar Setup), KIL Café(Health Food Based cafes), KILMerchandise (Online & Retail) & KILGaming etc.We at TIL are starting from India, willmove towards the UAE andeventually will expand our footprintto Europe and the USA. The KILplatform is proud to have alreadystarted its CSR activity KIL ‘F’(Training women in the form of self-defence over a free weekend courseat our KIL Training Facility). We havesuccessfully trained over 35000 suchfemale students so far.

In today’s turbulent times, the lostyoung generation is saddled withloneliness, grief and confusion withno clean path or direction. Theonline revolution has stolen thebiggest foundation ‘Sports’ awayfrom the youth.

An integrated sports platform usesthis key element of a high intensityMMA sport as a platform in the formof THE KIL LEAGUE to drive acrossone clear message to the youth. Themessage of discipline, focus,resilience, patience and willpowerthe youth can be empowered toface any adversity or obstacle inlife. We at Toyam Industries Limitedbelieve that every individual todayis a fighter and the fight is notrestricted to the ‘Ring’.

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LOGO STATEMENT

control over the elements like water(Rainfall, typhoons and floods). Thedragon is also a symbol and goodluck.

The white background symbolizes‘Peace’, and integral quest for allhumans who are running forwardtrying to attain it. We believe thattrue peace can only be attained bysurrendering, stepping back andlooking within, hence the whitebackground intelligently delivers asublimed message of restraint andlooking within to the youth.

A carefully designed logo with thecolour Red, which stands for Energy,Vibrancy & Blood which epitomizesthe need for family bonding, hasbeen subtly ingrained in the logoconcept and acts as a sublimedmessage to the youth wheneverthey see or spot it.

The dragon on top of the logo hasbeen implemented carefully.Chinese dragons are legendarycreatures, in folklore the dragontraditionally symbolizes potent andauspicious powers, particularly

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BRAND POSITIONING

TIL aims at slotting KIL as an aspirational yet new age brand, subtle yet vibrant and exclusive yet affordable.

The target audience of KIL products are the middle class aspirational youth with an appetite to belong and identify with.

The brand ideology believes in subtle branding on all its products thus emitting a sense of class and exclusivity in a world of over the top in your face branding.

TIL aims at positioning KIL as a newage youth centric brand with atarget audience from 16 year olds to35 year olds. TIL believes that thehuge potential of a youth centricbrand based upon martial arts fromIndia (the origin of martial artsthrough ‘kalaripayattu’) establishinga world renowned fight league andsubsidiary synergized standalonerelated business models is the needof the hour and creates hugepotential not just to the investors,but also to the community. Webelieve true success can only beachieved by eventually benefittingand uplifting society.

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LOGO VISIBILITY

Gyms, bars, colleges, schools andconcerts are being targeted in anexhaustive event promotion calendarto facilitate sampling, touch and feelof products and illustrated brandliterature.

TIL believes that the ultimatepromotions will be when the KILproducts are successfully placed athomes and offices of youth icons,thus creating immense brand loyalty.

A list of brand ambassadors is beingcharted out globally to ensuremaximum reach in minimum time.

A premium upmarket KIL kit is beingdesigned to be shipped globally toyouth icons along with a personalizedletter so these icons sport ourproducts and convey our philosophyof ‘strength through sport’ to thepeople.

TIl has carved out an intricate socialmedia structure to enable brandpenetration globally with speed andeffectiveness, through the variousplatforms available like the Twitter,Facebook and Instagram.

A cleverly designed YouTube channelis being put in place to beam hiintensity, inspiring short films aboutour prized fighters depicting theirpersonal battles, both inside andout of the ring. The KIL YouTubechannel promises immense potentialto seep into a worldwide footprintwith lightning speed.

Outdoor hoardings near premiumyouth hangouts, gyms, bars, schoolsand colleges are being earmarkedfor visual impact.

Editorial campaigns are beingplanned out about the company, theleague and the fighters, anddetailed publicity and awarenessbuild-up programs are beingintricately charted out.

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KIL FOOTPRINTS

These business models have beeninitiated to attract interestedfranchisee across the globe and paceup the brand penetration in Indiansubcontinent in phase 1, the UAE andAsian markets in phase 2 andultimately the Europe and USAmarkets in phase 3.

TIL has earmarked its first league tobe launched in Feb 2018 in Dubai,UAE. The first KIL Sports Café hasbeen launched in August, 2017 inAndheri, Mumbai and the KIl Arenain Dubai is scheduled to be launchedby Dec, 2017.

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COPYRIGHTS

TIL has earmarked its first league tobe launched in Feb 2018 in Dubai,UAE. The first KIL Sports café hasbeen launched in August, 2017 inAndheri, Mumbai and the KIl Arenain Dubai is scheduled to be launchedby Dec, 2017.

These business models have beeninitiated to attract interestedfranchisee across the globe andpace up the brand penetration inIndian subcontinent in phase 1, theUAE and Asian markets in phase 2and ultimately the Europe and USAmarkets in phase 3.

Toyam Industries Limited hasregistered its ground breakingIntegrated Fight League Platformand associated products andservices under the name andimpression of "K1L Kumite 1League". Its an offense to use thename or impression, posted belowfor general information, in anymanner whatsoever for productsand services which fall under thefollowing IPR classes:

Class 09: Scientific, nautical,surveying, photographic,cinematographic, optical, weighing,measuring, signaling, checking[supervision], life-saving andteaching apparatus and instruments;

Apparatus and instruments forconducting, switching, transforming,accumulating, regulating or controllingelectricity; Apparatus for recording,transmission or reproduction of sound orimages; Magnetic data carriers,recording discs; Compact discs, dvds andother digital recording media;Mechanisms for coin-operatedapparatus; Cash registers, calculatingmachines, data processingequipment, computers; Computersoftware; Fire-extinguishingapparatus.

Class 18 : Leather and imitations ofleather; Animal skins and hides;Luggage and carrying bags; Umbrellasand parasols; Walking sticks; Whips,harness and saddlery; Collars, leashesand clothing for animals.

Class 25 : Clothing, footwear,headgear.

Class 30 : Coffee, tea, cocoa andartificial coffee; Rice; Tapioca andsago; Flour and preparations madefrom cereals; Bread, pastries andconfectionery; Edible ices; Sugar,honey, treacle; Yeast, baking-powder; Salt; Mustard; Vinegar,sauces [condiments]; Spices; Ice.

Class 32 : Beers; Mineral and aeratedwaters and other non-alcoholicbeverages; Fruit beverages and fruit

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juices; Syrups and other preparationsfor making beverages.

Class 35 : Advertising; Businessmanagement; Business administration;Office functions, Organization ofexhibitions and events for commercialor advertising purposes.

Class 41 : Education; Providing oftraining; Entertainment; Sporting andcultural activities.

KIL Logo: KIL logo name and styleis registered under The CopyrightAct, 1957.

KIL Business Idea: KIL Businessconcept is registered under theCopyright Act, 1957.

Disclaimer: Videos, prints, audiofiles and any kind of idea or draftlisted in proposals or websites byToyam Industries Limited are forviewing purpose only. None of thecontent, text or media files inproposals or presentations (if notgiven by client before hand) may beused or reproduced in any form orby any electronic or mechanicalmeans, including informationstorage and retrieval systems,without written permission fromToyam Industries Limited.

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THE STRUCTURE

GAMING

MERCHANDISE

F & B

KIL CAFEKIL ARENA

KIL LEAGUE

KILOTEL GYMS

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Affiliations


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KUMITE 1 ASSOCIATIONKumite One Association is aworld body promotingKumite One professionalrules.

The founding members of K1A are:

Soshihan Mehul VoraVII DAN BLACK BELT HON.PRESIDENT

Hanshi Percy BahmainVIII DAN TECHNICAL DIRECTOR

Renshi Vispi KasadIV DAN BLACK BELT HON. GEN.SECRETARY

Sensei Jatin NaikHON. JOINT SECRETARY

Sensei Vispy KharadiIII DAN BLACK BELT HON.TREASURER

Jasmine MakwanaHON. JT. TREASURER

Mohamedali BudhwaniHON. VICE PRESIDENT

Aseem MerchantHON. VICE PRESIDENT

Kailash YadavMEMBER

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WMMAF

Present WMMAF started itsactivities back in 2003 with thename of WORLD KICK-JITSUFEDERATION and only recentlychanged name into WORLDMIXED MARTIAL ARTSFEDERATION.

Its an open and a very professionalorganization of experts in thedifferent fields of competence whoare at the service of thecommunity. Their goal is to promoteexcellent shows all over theworld in different Martial Arts inwhich they grant excellent fightersand performers.

WKJF before and now WMMAF,acted mostly in Europe. Mr. PatrizioRizzoli from Livorno is the currentEuropean WMMAF president and isworking very closely with WMMAFheadquarters placed in Kiev(Ukraine). He is the coordinator ofa Shoot Boxe section in a nationalfederation in Italy.

WMMAF is moving quickly and hadrecently their first WorldChampionships which were held inYalta (Ukraine) and where a GeneralAssembly took place.

Kumite One Association isrecognized by the World MixMartial Arts Federation

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KUDO INTERNATIONALFEDERATION INDIA

Kudo is an official Japanese CulturalBudō sport under the same categoryas Judo, Aikido and Kendo. Kudoand Daido Juku are worldwidecopyrights and all of its instructorsand branch chiefs are certifiedunder the Kudo InternationalFederation, also known as K.I.F.

Kudo is recognized by over 10national Olympic committees andhas over 50 member countries.

Kudo International Federation India(KIFI), is the governing body forKudo in India, it was established on19/10/2011, under the aegis ofJukucho Takashi Azuma and ShihanAkshay Kumar.

The Kudo revolution was started inIndia by Shihan Mehul Vorapresident of KIFI, on the eve of the3rd Akshay Kumar InternationalInvitational Karate-Do Tournament,this was the first time ever a sixmember all Japan champion teamgave demonstrations and taughtstudents and instructors in India.

The mission statement of ShihanMehul Vora and KIFI is to promoteKudo in its purest form across every,village, town and city of India, andto create world champions in Kudo.

Kumite 1 Association is affiliatedwith Kudo International FederationIndia.

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TAFISAAs the leading international Sportfor All organization, TAFISA is in theprivileged position to bring joy,health, social interaction,integration and development tocommunities and citizens aroundthe globe through the promotion ofSport for All and physical activity.

TAFISA has over 300 memberorganizations in more than 160countries on all continents. Itactively cooperates with otherglobal change-makers, including theUN, WHO, UNESCO, the IOC, ICSSPEand others, in its mission to achievean Active World.

TAFISA AIMS TO ACHIEVEA SUSTAINABLE ACTIVE WORLD BYEMPOWERING PEOPLE,COMMUNITIES, NATIONS ANDORGANIZATIONS TO INCREASEPARTICIPATION IN SPORT FOR ALLAND PHYSICAL ACTIVITY WORLD-WIDE.

TAFISA‘S PRIMARY FOCUS IS ON:

(1) Providing global and regionalnetworking and experience sharingopportunities for its members,(2) Supporting memberdevelopment by providingappropriate programs, events andconsulting services,(3) Supporting and lobbyinginternationally for sustainable Sportfor All and physical activity.

TO THIS END, TAFISA:

Believes Sport for All and physicalactivity are basic human rights forall people, regardless of sex, age,race, religion, ability level orsocioeconomic backgroundSupports the preservation,promotion and development oftraditional sports and gamesSees Sport for All as a majorcontributor to individual, social,community and national life qualitySupports international exchangeSupports education of leadersCooperates with the health,culture, education, science,recreation, environment, urbanplanning and transportation sectorsAssumes political leadership andprovides practical events andprogramsSupports diversity, inclusiveness andmember development

Kumite One Association is aninternational member ofTAFISA (The Association forInternational Sports for All).

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BOARD’S REPORT

To, The Members of, Toyam Industries Limited (Formerly Ojas Asset Reconstruction Company Limited) The Board of Directors hereby presents its 32nd Director’s Report on business & operations of your Company (‘the Company’) alongwith Audited Financial Statements for the financial year ended 31st March, 2017.

Note: Figures of the Financial Year 2016-17 are regrouped or reclassified.

1. STATE OF COMPANY’S AFFAIR Company’s total revenue on a standalone basis increased to Rs. 2937.756 Lakhs in FY 2016-17 from Rs. 829.573 Lakhs in FY 2015-16. Company’s profit after interest, depreciation and tax increased to Rs. 6.438 Lakhs from Rs. (112.81) Lakhs in the previous year.

2. CHANGE IN NATURE OF BUSINESS

The Company operates in two reportable segments i.e. Commodity Business and Finance Business. The business Segments has been identified as separate segment in accordance with Accounting standard 17 ‘Segment Reporting’. During the year the Board of Directors of Company has passed the resolution for diversification of business of the Company in all activities related to sports, fitness, fashion, films, entertainment or any other genre.

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, 2017.

4. REGISTERED OFFICE OF THE COMPANY During the year your Company has shifted its registered office from B-502, Statesman House, 148, Barakhamba Road, New Delhi-110001 to G-29, Sej Plaza, Near Nutan School, Marve Road, Malad (West), Mumbai (MH)-400064 vide Regional Director, Ministry of Corporate Affairs, New Delhi order dated 27/07/2016 and the same has been taken on record by Registrar of Companies, Mumbai w.e.f. 31st Day of August, 2016. For Conveyance purposes your Company has again shifted its registered office vide Board Meeting dated 24/08/2017 from G-29. Sej Plaza, Near

FINANCIAL RESULTS (Figures in Lakhs) Particulars Standalone

F.Y. 2016-17 F.Y. 2015-16 Revenue from operations 2936.72 828.34 Revenue from other Income 1.036 1.238 Total Revenue 2937.756 829.573 Profit Before Depreciation and Interest 8.12 (112.784) Depreciation 0.167 .014 Interest 0 0 Profit After Depreciation and Interest 7.953 (112.77) Provision for Taxation 1.515 - Provision for tax (Deferred) 0 (0.0380) Profit/Loss after tax 6.438 (112.81) Balance Carried to Balance Sheet 6.438 (112.81)

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Nutan School, Marve Road, Malad (W), Mumbai-400064 to 503, Shri Krishna Building, Opp. Laxmi Industrial Estate, Link Road, Andheri West, Mumbai (MH)-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, 2017 was Rs. 21,24,90,000 divided into 21,24,90,000 equity shares of Rs. 1/- each. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

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 During the year under review, there were no such companies which have become Subsidiaries/ Joint Venture/ Associate Companies. The Board of Directors of your Company has approved the proposal for establishment of wholly owned subsidiary of Toyam Industries at Dubai, at Board Meeting dated 19/06/2017. The Subsidiary of the Company in dubai will be responsible for launching and functioning of KIL AREANA in Dubai operations of ancillary businesses like KIL Merchandise, KIL Food & Beverages and KIL Gaming.

11. MEEETINGS OF THE BOARD The Board of Directors of the Company met 11 (Eleven) times during the year under review. 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.

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13. DIRECTORS / KEY MANAGERIAL PERSONNEL (KMPS)

During the Year under review, the following changes occurred in the position of Directors/KMPs of the Company.S. No. Name of Director/KMPs Date of Event Event

1. Mr. Shobhanbabu Mandulla (M. NO.: A44014)

11/08/2016 Resignation from the post of Company Secretary Cum Compliance officer.

2. Mr. Manan Prafulchandra Shah (DIN: 07491896)

30/09/2016 Regularization from Additional Director to Independent Director.

3. Ms. Dimple Rathod (DIN: 07278060)

30/09/2016 Regularization from Additional Director to Director.

4. Ms. Dimple Rathod (DIN: 07278060)

10/10/2016 Resignation from the post of Chief Financial Officer and Director.

5. Ms. Amruta Vishwas Shigwan (DIN: 07632255)

17/10/2016 Appointment as Chief Financial officer and Additional Executive Director.

6. Mr. Rohit Deshpande (M.NO.: A47289)

24/11/2016 Appointment as Company Secretary cum Compliance officer of the Company.

25/01/2017 Resignation from the post of Company Secretary Cum Compliance officer.

7. Mr. Ketan Vyas (M.NO.: A48942)

10/02/2017 Appointment as Company Secretary cum Compliance officer of the Company.

8. Mr. Shashi Kumar Ramdas Jatwal (DIN: 06488424)

06/03/2017 Resignation from the Post of Independent Director.

9. Mayank Kathed (DIN: 07742376)

06/03/2017 Appointment as Additional Director under Independent Category.

10. Mayank Lashkari (DIN: 07742367)

06/03/2017 Appointment as Additional Director under Independent Category.

14. INDEPENDENT DIRECTORS

a) Disclosure: The Independent Directors haveconfirmed and declared that they are not disqualified to act as an Independent Director in compliance withthe provisions of Section 149 of the Companies Act,2013 and the Board is also the opinion that theIndependent Directors fulfills all the conditionsspecified in the Companies Act, 2013 making themeligible to act as Independent Directors.

b) Familiarization Programme: As per Regulation25(7) of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, the details of thefamiliarization programme for IndependentDirectors have been detailed out in the CorporateGovernance Report forming part of the AnnualReport and are also disclosed on the website of theCompany at www.toyamindustries.com.

c) Meeting: The details of the meeting of IndependentDirectors are given in Corporate Governance Reportforming part of the Annual Report.

15. BOARD EVALUATIONPursuant to the provisions of the Companies Act,2013 and SEBI (Listing Obligations & DisclosureRequirements) Regulation, 2015, a structuredquestionnaire was prepared after taking intoconsideration of the various aspects of the Board &its Committees, execution and performance ofspecific roles, duties, obligations and governance.

The performance evaluation of Committees,Executive Directors, Non-Executive Directors andIndependent Directors was completed. ThePerformance evaluation of the Chairman, Non-Executive Directors & Board as a whole was carriedout by the Independent Directors. The Board ofDirectors expressed their satisfaction with theevaluation process.Directors of the Company has carried their ownperformance evaluation too known as “SelfAssessment”

16. RELATED PARTY TRANSACTION

During the year under review, the Company did notenter into any contracts or arrangement with its

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http://www.toyamindustries.com/

related parties referred to in Section 188(1) of the Companies Act, 2013. Thus, disclosures in Form AOC-2 in terms of Section 134 of the Companies Act, 2014 is not required. Further, there are no material related party transaction during the year under review with promoters, Directors or Key Managerial Personnel. A Policy on Related Party Transactions as approved by the Board is available on the Company’s website at: www.toyamindustries.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-A” and forms an integral part of this report.

18. POLICY ON DIRECTORS’ APPOINTMENT

& REMUNERATION The Nomination and Remuneration Committee of Board of Directors of the Company leads the process for appointment 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. Nomination & Remuneration Policy is available on the website of the Company on the below link: (www.toyamindustries.com ) and as “ANNEXURE-B” to this report.

19. RISK MANAGEMENT In today’s 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. POSTAL BALLOT During Financial Year 2016-17, postal ballot was conducted by Company to obtain members’ approval with respect to:

a) To change in the name of the Company from “Ojas Asset Reconstruction Company Limited” to “Toyam Industries Limited”.

b) To Change the Main Object of the Company, adoption of new Ancillary object and deletion of existing other objects of the Company.

c) To make investment, give loans, guarantee and provide securities beyond the prescribed limits under Section 186 of the Companies Act, 2013.

d) Appointment of M/s R. Soni & Co., Chartered Accountants (FRN: 130349W) as Statutory Auditor of the Company.

21. 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-C” forming part of this Annual Report.

22. AUDITORS

• STATUTORY AUDITOR M/s. R. Soni & Co., Chartered Accountants, (FRN: 130349W) Mumbai Statutory Auditor of the Company, retires at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment for FY 2017-18. The Company has received a certificate from them to the effect that their appointment as statutory auditors of the Company, if made, would be within the limit prescribed u/s 139 & 141 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended 31st March,

Page 27



2017 except the Company is subjected to pay dues under professional tax but no amount was deposited till the reporting period. Your Company will comply with the same in future. The Auditor’s Report is enclosed with the Financial Statements in this Annual Report.

• SECRETARIAL AUDITOR Ms. Sonal Oza, Practicing Company Secretary [M. NO.: A37874, CP NO.: 14856] were appointed to conduct the secretarial audit of the Company for the Financial Year 2016-17, as required under Section 204 of the Companies Act, 2013 and rules made thereunder. The Secretarial Audit Report for the Financial Year 2016-17 forms part of the Annual Report as “ANNEXURE D” to the Board’s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except the Company have not paid professional tax for employees employed under Maharashtra State Tax on professions, Trades, Callings and Employments Act, 1975. Your Company will comply with the same in future.

• INTERNAL AUDITOR M/s M.K. Gohel & Associates (FRN: 103256W), Chartered Accountants were appointed to conduct the Internal audit of the Company for the Financial Year 2016-17, as required under Section 138 of the Companies Act, 2013 and rules made thereunder. Further, the Board has appointed M/s M.K. Gohel & Associates (FRN: 103256W), Chartered Accountants as Internal Auditor of the Company for the Financial Year 2017-18.

23. 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.

24. DISCLOSURE REQUIREMENTS Corporate Governance Report and Management Discussion and Analysis form part of this Annual Report for the year ended 31st March, 2017.

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.toyamindustries.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.toyamindustries.com ) All the Board members & Senior Management Personnel have affirmed compliance with the said code of conduct for the year ended on 31st March, 2017. A declaration to this effect, signed by the CEO, 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. (http://toyamindustries.com/investorrelations/policies). All the Board members & KMPs have affirmed compliance with the said code of conduct for the year ended on 31st March, 2017.

25. 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

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http://toyamindustries.com/investorrelations/policies

http://toyamindustries.com/investorrelations/policies

operations of the Company. The Internal Audit Report is submitted to the Audit Committee on quarterly basis, the Audit Committee reviews the performance of internal audit function. The Audit Committee, reviews adherence to internal control systems and internal audit reports.

26. 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- E”.

27. DIRECTORS’ RESPONSIBILITY STATEMENT The Directors confirm that:

a) In the preparation of annual accounts, the applicable

accounting standards had been followed along with proper explanation relating to material departures.

b) 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.

c) 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.

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

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

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

28. 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 investor’s 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 upto 31st March, 2018 to the BSE and MSEI.

29. 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 2017, 98.30% equity shares are in de-mat form and remaining 1.70% 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 M/s Purva Sharegistry (India) Private Limited, Mumbai (SEBI Reg. No: INR000001112).

30. 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 Company’s performance during the year. The Board is pleased to inform you that Industrial relations have continuously been cordial at all levels throughout the year.

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has place an Anti Sexual Harassment

Page 29

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 off during the year 2016-17. No. of Complaint received : NIL No. of Complaint disposed off : NIL

APPRECIATION The Board takes this opportunity to express its sincere appreciation for the excellent support and cooperation received from company’s bankers, investors, customers, suppliers, statutory authorities for their consistent support to the Company. The Directors also sincerely acknowledge the outstanding support and services of the workers, staff and executives of the Company, which have together contributed to the efficient operations and management of the Company.

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

Sd/- Place: Mumbai Mohammed Ali Budhwani Rajabali Date: 24/08/2017 (Chairman cum Managing Director)

(DIN: 01976253) Toyam Industries Limited [Formerly Ojas Asset Reconstruction Company Limited] Registered Office: 503, Shri Krishna Building, Opp Laxmi Industrial Estate, Link Road, Andheri West, Mumbai (MH)-400053 CIN: L74110MH1985PLC285384 Website: www.toyamindustries.com Email: [email protected] Contact No.: 022-60602489/64646430

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Annexure to the Board’s Report “ANNEXURE-A”

FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN

As on financial year ended on 31/03/2017

[Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management &

Administration) Rules, 2014]

I. REGISTRATION & OTHER DETAILS:

1. CIN L74110MH1985PLC285384 2. Registration Date 25/01/1985 3. Name of the Company Toyam Industries Limited

[Formerly Ojas Asset Reconstruction Company Limited] 4. Category/Sub-category of

the Company Company Limited by Shares and Indian Non Government Company

5. Address of the Registered office & contact details

503, Shri Krishna Building, Opp Laxmi Industrial Estate, Link Road, Andheri (West), Mumbai (MH)-400053 Telephone No.: 022-60602489/64646430 Email: [email protected] Website: www.toyamindustries.com

6. Whether listed company Yes [Listed at Bombay Stock Exchange Limited (BSE) & Metropolitan Stock Exchange of India Limited (MSEI)]

7. Name, Address & contact details of the Registrar & Transfer Agent, if any.

Purva Sharegistry (India) Private Limited (SEBI Reg. No.: INR000001112) No. 9, Shiv Shakti Industrial Estate, Ground Floor, J.R. Boricha Marg, Opposite Kasturba Hospital, Lower Parel Mumbai-400011 Telephone:022-2301 6761/8261 Fax.-022-2301 2517 Email:- [email protected] Website: www.purvashare.com

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

S. No. Name and Description of main products / services

NIC Code of the Product/service

% to total turnover of the company

1. Share Trading Finance and Investment 9971 24.75%

2. Commodity Trading 9962 75.24%

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http://www.purvashare.com/

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES –

S. No. Name & Address of the Company CIN/GLN Holding/

Subsidiary/

Associate

% of

Shares

held

Applicable

Section

NIL

IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)

A) Category-wise Share Holding

No. of Shares held at the beginning of the year (As on 1st April, 2016)

No. of Shares held at the end of the year (As on 31st March, 2017)

%

change during

the

year

Demat Physical Total % of Total

Shares

Demat Physical Total % of Total

Shares

A. Promoters

(1) Indian

a) Individual/HUF 10000000 0 10000000 4.71 10000000 0 10000000 4.71 0

b) Central Got 0 0 0 0 0 0 0 0 0

c) State Got(s) 0 0 0 0 0 0 0 0 0

d) Bodies Corp. 0 0 0 0 0 0 0 0 0

e) Bank/FI 0 0 0 0 0 0 0 0 0

f) Any other 0 0 0 0 0 0 0 0 0

Subtotal(A)(1): 10000000 0 10000000 4.71 10000000 0 10000000 4.71 0

(2) Foreign

a) NRIs Individuals 0 0 0 0 0 0 0 0 0

b) Other Individual 0 0 0 0 0 0 0 0 0

c) Bodies Corp. 0 0 0 0 0 0 0 0 0

d) Banks/FI 0 0 0 0 0 0 0 0 0

e) Any other… 0 0 0 0 0 0 0 0 0

Subtotal(A)(2): 0 0 0 0 0 0 0 0 0

Total Shareholding of Promoter (A)= (A)(1)+(A)(2)

10000000 0 10000000 4.71 10000000 0 10000000 4.71 0

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B. Public Shareholding

(1) Institutions

a) Mutual Funds/UTI 0 0 0 0 0 0 0 0 0

b) Banks/FI 0 0 0 0 0 0 0 0 0

C) Central Got 0 0 0 0 0 0 0 0 0

d) State Got 0 0 0 0 0 0 0 0 0

e) Venture Capital Funds 0 0 0 0 0 0 0 0 0

f) Insurance Companies 0 0 0 0 0 0 0 0 0

g) FIIS 0 0 0 0 0 0 0 0 0

h)Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0

i) Others (specify) 0 0 0 0 0 0 0 0 0

Subtotal(B)(1): 0 0 0 0 0 0 0 0 0

(2) Non Institutions

A) Bodies Corp.

i) Indian 54657258 0 54657258 25.72 51123353 0 51123353 24.06 -1.66

ii) Overseas 0 0 0 0 0 0 0 0 0

b) Individuals

i) Individual shareholders holding nominal share capital upto Rs.1 lakh

23270116 65000 23335116 10.98 21975779 65000 22040779 10.37 -0.61

ii) Individuals shareholders holding nominal share capital in excess of Rs.1 lakhs

106228286 3805000 110033286 51.78 112891324 3091000 115982324 54.58 2.8

c) Others (specify) 0 0 0 0 0 0 0 0 0

Clearing Members 2275237 0 2275237 1.07 2468438 0 2468438 1.16 0.09

HUF 11384928 804000 12188928 5.74 10387826 450000 10837826 5.10 -0.64

NRI (Non-Repat.) 0 0 0 0 200 0 200 0 0

NRI (Repat.) 175 0 175 0 37080 0 37080 0.02 0.02

Subtotal(B)(2): 197816000 4674000 202490000 95.29 198884000 3606000 202490000 95.29 0

Page 33

Total Public Shareholding (B)= (B)(1)+(B)(2)

197816000 4674000 202490000 95.29 198884000 3606000 202490000 95.29 0

C. Shares held by Custodian for GDRs & ADRs

0 0 0 0.00 0 0 0 0.00 0.00

Grand Total (A+B+C) 207816000 4674000 212490000 100.00 208884000 3606000 212490000 100 0.00

C) CHANGE IN PROMOTERS’ SHAREHOLDING

Sr. No

Shareholder’s Name

Shareholding at the beginning of the year 01/04/2016

Share holding at the end of the Year 31/03/2017

% of total

Shares of the

company No. of Shares

at the beginning

(01-04-2016)

% of total Shares of

the company

Date Increasing / Decreasing

in shareholding

Reason No. of Shares

N.A.

B) SHARE HOLDING OF PROMOTERS

Sl. No

Shareholders Name

Shareholding at the beginning of the year 01/04/2016

Shareholding at the end of the year

31/03/2017

% change in share holding during

the year

No. of Shares

% of total shares of the

company

% of shares pledged

encumbered to total shares

No. of Shares

% of total shares of the

company

% of shares pledged

encumbered to total shares

1

Beena Vijay Agrawal 5000000 2.35

0 5000000 2.35

0

0

2 Vijaykumar Nandlal Agarwal 5000000 2.35

0 5000000 2.35

0

0

Page 34

D) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF GDRS AND ADRS):

Sr.

No.

Shareholders Name

Shareholding at the

Beginning/ Transactions During the year 01/04/2016

Cumulative Shareholding at the end of the Year

31/03/2017

No. of shares

% of total shares of the Co.

No. of shares

% of total shares of the Co.

1 DURABLE VINIMAY PVT LTD

Opening Balance 5950620 2.8 - -

Transactions during the year - - - -

Closing Balance - - 5950620 2.8

2 NEXTEL VINIMAY PRIVATE LIMITED




3 VIJAYKANT DEVIPRASAD MISHRA

Opening Balance 4934044 2.32



4 GLOBE CAPITAL MARKET LTD


Transactions during the year (81370) (0.04) - -


5 AMARDEEP KADAM




6 SURESHINE VINTRADE PVT LTD



Page 35


7 BANAS FINANCE LIMITED - -


Transactions during the year 3948911 1.86 - -


8 SHETHIA THAKARSHI MEGHJI




9 SAMIR THAKARSHI SHETHIA




10 SONIA KHANDELWAL




E) Shareholding of Directors and Key Managerial Personnel:

SN Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the Year

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

1 At the beginning of the year

None of the Directors and Key Managerial Personnel holds Shares in the Company.

2 Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):

3 At the end of the year

Page 36

V) INDEBTEDNESS - Indebtedness of the Company including interest outstanding/accrued but not due for payment. (Amount in Rs.)

Secured Loans excluding deposits

Unsecured Loans Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 0 0 0 0 ii) Interest due but not paid 0 0 0 0 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

* Addition 0 0 0 0 * Reduction 0 0 0 0 Net Change 0 0 0 0

Indebtedness at the end of the financial year

i) Principal Amount 0 0 0 0 ii) Interest due but not paid 0 0 0 0 iii) Interest accrued but not due 0 0 0 0

Total (i+ii+iii) 0 0 0 0 VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL- (Amount in Rupees) A. Remuneration to Managing Director, Whole-time Directors and/or Manager: SN.

Particulars of Remuneration

Name of MD/WTD/ Manager Total Amount Mr. Tejas Vinodrai Hingu

Whole Time Director 1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

3,13,416 3,13,416

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

- -

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

- -

2 Stock Option - - 3 Sweat Equity - - 4 Commission

- as % of profit - others, specify…

- -

- -

5 Others, please specify

- - Total (A)

3,13,416 3,13,416 Ceiling as per the Act

N.A. N.A.

Page 37

B. Remuneration to other directors SN.


Name of Directors

Total Amount

1 Independent Directors Mr. Sashikumar Ramdas Jatwal

Mr. Manan Praful Chandra Shah

Mr. Mayank Kathed

Mr. Mayank Lashkari

Fee for attending board committee meetings

- - 6710 6710 13420

Commission - - - - - Others, please specify - - - - - Total (1)(a) 0 0 67101 6710 13420

2 Other Non-Executive Directors NA 0 Fee for attending board committee meetings Commission - - Others, please specify - -

Total (2) - - Total (B)=(1+2) 13,420 13,420 C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD /MANAGER/WTD SN


Key Managerial Personnel

Ms. Dimple Jayanti Rathod** [CFO]

Ms. Amruta Vishwas Shigwan*** [CFO]

Total

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

88,500 67,200 1,55,700


- - -

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

- - -

2 Stock Option - - - 3 Sweat Equity - - - 4 Commission - - - - as % of profit - - - others, specify… - - - 5 Others - (Incentives) - Total 88,500 67200 1,55,700 ** Resigned w.e.f. 10/10/2016. ***Appointed w.e.f. 17/10/2016.

Page 38

SN


Key Managerial Personnel

Mr. Shobhanbabu Mandulla* Company Secretary

Mr. Rohit Deshpande** Company Secretary

Mr. Ketan Vyas*** Company Secretary

Total

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

66,039 8,133 63,751 1,37,923


- - - -

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

- - - -

2 Stock Option - - - - 3 Sweat Equity - - - - 4 Commission - - - - - as % of profit - - - - others, specify… - - - - 5 Others - (Incentives) - - Total 66,039 8,133 63,751 1,37,923 *Resigned w.e.f. 11/08/2016. **Appointed w.e.f. 24/11/2016 & resigned w.e.f. 25/01/2017. ***Appointed w.e.f. 10/02/2017. VII. 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

Compounding

B. DIRECTORS

Penalty

NIL Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

NIL Punishment

Compounding

For and On Behalf of the Board of Directors of



(DIN: 01976253)

Page 39

Annexure to the Board’s Report “ANNEXURE – B”

NOMINATION AND REMUNERATION POLICY OF

TOYAM INDUSTRIES LIMITED (Formerly Ojas Asset Reconstruction Company Limited)

[Pursuant to Section 178 of the Companies Act, 2013 and Rule No. 6 of the Companies (Meeting of Board and its

Powers) Rules, 2014]

1. Purpose and Objectives Human Resource is the most valuable asset of an Organization. The Remuneration and Nomination Committee has been established by the Board. This policy has been formulated in order to pay equitable remuneration to the officers of the Company. Its primary function is to assist the Board in fulfilling its responsibilities in relation to compensation of the Company’s officers and in the search for and evaluation of potential new Directors and by ensuring that the size, composition and performance of the Board is appropriate for the scope of the Company’s activities. The Committee has overall responsibility for evaluating and recommending to the Board remuneration policy and practice which is consistent with and supports the strategic direction and objectives of the Company. In performing its duties, the Nomination and Remuneration Committee shall have direct access to the resources of the Company as it may reasonably require and shall seek to maintain effective working relationships with management.

2. Objective and Purpose of the policy

a. To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director (Executive/Non Executive) and recommend to the Board policies relating to the remuneration of Directors, Key Managerial Personnel.

b. To formulate the criteria for evaluation of performance of all the Directors on the Board; c. To devise a policy on Board diversity; d. The policy also addresses Committee member qualification, Committee member appointment and removal,

Committee structure and operation and committee reporting to the Board;

3. Membership and Meetings The following are the membership and meeting requirements of the Nomination and Remuneration Committee (the ‘Committee’):

(a) The Committee should consist of three or more non executive directors out of which at least one half shall be independent director.

(b) The member Directors shall have the right to attend all meetings of the Committee at their own election. (c) Election and removal of members by the Board shall be by majority vote. (d) The duties and responsibilities of the members of the Committee are in addition to those as a member of the

Board of Directors. (e) The Committee shall meet as per the requirement. (f) The Committee may invite the Chief Executive Officer/Managing Director (or equivalent), Chief Financial

Officer (or equivalent) and other members of management to attend each meeting (though not necessarily for all the agenda). The Board shall appoint an executive as Secretary to the Committee. The Secretary, in conjunction with the Chairperson, is responsible for setting the meeting schedule for the year, circulating the

Page 40

meeting agenda and supporting material to all committee members and management representatives prior to each meeting. Normal committee distribution requirements for minutes, agendas and supporting material will apply.

4. Nomination and Remuneration Committee Responsibilities Nomination

NOMINATION The responsibilities of the Nomination and Remuneration Committee:

(a) Review and make recommendations to the Board on the: • Appointment and removal of Directors; • Directors’ development and succession planning; • Size, skills and composition of the Board.

(b) Evaluate and make recommendations to the Board regarding the Board’s performance. REMUNERATION

(a) Review the competitiveness of the Company’s executive compensation programs to ensure that: • the Company is able to attract and retain suitably qualified executives; • executives are motivated to achieve the Company’s business objectives; and • the interests of key employees are aligned with the long term interests of shareholders. (b) Ensure that the Company develops and implements appropriate programs in the following areas:

• Recruitment, retention and termination of employment; • Senior management and staff development and succession planning; • Performance appraisal of employees; • Remuneration of employees including Non-executive Directors and Executive Directors • Short and long term incentive plans for employees; • Employee superannuation arrangements

(c) Make recommendations to the Board in relation to: • the annual performance targets for Executive Directors and senior executives reporting to the

CEO/MD; • the assessment of the performance of Executive Directors and senior executives reporting to the

CEO/MD; • the annual remuneration of Executive Directors and senior executives reporting to the CEO/MD; • the annual remuneration assumptions and budget for the organization.

(d) Review and make recommendations to the Board regarding:

• Non-executive Directors fees; • Renewal/termination of senior executive service contracts; • Directors & Officers Liability insurance cover.

GENERAL

• Committee meetings and report the Committee’s actions to the Board with appropriate recommendations. • Provide a statement for inclusion in the annual report that describes the Committee’s Composition and how its

responsibilities were discharged. • Have the authority to conduct or authorise investigations into any matters within the Committee’s scope of

responsibility. The Committee has the ability to retain independent counsel, professional advisors, or others to assist it in the conduct of any investigation.

Page 41

• Review and update the Committee’s Charter for approval by the Board. • Perform such other functions as assigned by the Board.

COMMITTEE PERFORMANCE The Board will from time to time evaluate the performance of the Committee to determine whether it is functioning effectively by reference to its Charter and to current best practice.



(DIN: 01976253)

Toyam Industries Limited [Formerly Ojas Asset Reconstruction Company Limited] Registered Office: 503, Shri Krishna Building, Opp Laxmi Industrial Estate, Link Road, Andheri West, Mumbai (MH)-400053 CIN: L74110MH1985PLC285384 Website: www.toyamindustries.com Email: [email protected] Contact No.: 022-60602489/64646430

Page 42



Annexure to the Board’s Report “ANNEXURE – C” PART-A CONSERVATION OF ENERGY

i. The steps taken or impact on conservation of energy : NIL ii. The steps taken by the Company for utilizing alternate sources of energy : NIL

iii. The capital investment on energy conservation equipment : NIL PART-B TECHNOLOGY ABSORPTION

i. The efforts made towards technology absorption : NIL ii. The benefits derived like product improvement, cost reduction,

iii. product development or import substitution : NIL iv. In case of imported technology (imported during the last three years reckoned from the beginning of the

financial year) a) The details of technology imported : NIL b) The year of import : NIL c) Whether the technology been fully absorbed : NIL d) If not fully absorbed, areas where absorption has not taken place,

and the reason thereof : NIL iv. The expenditure incurred on Research and Development : NIL

PART-C FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs. In Lakhs) Particulars FY 2016-17 FY 2015-16 Earning in Foreign exchange - - Expenditure in Foreign Currency - -




(DIN: 01976253)


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Annexure to the Board’s Report “ANNEXURE – D”

FORM NO. MR-3 SECRETARIAL AUDIT REPORT

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014]

FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2017 To, The members of Toyam Industries Limited (Formerly Ojas Asset Reconstruction Company Limited) G-29, Sej Plaza, Near Nutan School, Marve Road, Malad (West), Mumbai – 400064 I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by TOYAM INDUSTRIES LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in our opinion, the Company has , during the audit period covering the financial year ended on March 31, 2017 complied with the Statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the extent, in the manner and subject to the reporting made hereinafter. I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2017 according to the provisions of;

1. The Companies Act, 2013 (the Act) and the rules made there under; 2. The Securities Contracts (Regulation) Act, 1956(SCRA) and the rules made there under; 3. The Depositories Act, 1996 and the Regulations and Bye-law framed hereunder; 4. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment and Overseas Direct Investment; 5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India , 1992 (‘SEBI Act’); (a) The Securities and Exchange Board of India(Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 –Not applicable as the company has not issued any shares during the year under review; (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 - Not applicable as the Company has not issued any shares/options to directors/employees under the said guidelines / regulations during the year under review; (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 – Not applicable as the Company has not issued any debt securities which were listed during the year under review;

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(f) The Securities and Exchange Board of India (Registration to an Issue and Share Transfers Agents) Regulations, 1993 – Not Applicable as the Company is not registered as Registrar to Issue and Share Transfer Agent during the year under review; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not applicable as the Company has not delisted / propose to delist its equity shares from any Stock Exchange during the year under review; (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - Not applicable Not applicable as the Company has not bought back or propose to buy-back any of its securities during the year under review;

6. Having regards to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof on test-check basis, the following laws are also applicable on company;

i. Textiles (Development and Regulation) Order, 2001; ii. Maharashtra state Tax on Professions, Trades, Callings and Employments Act 1975;

iii. The Equal Remuneration Act, 1976; I have also examined compliance with the applicable clause of the following;

I. The Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except the followings:

I. Company have not paid Professional Tax for employees employed under Maharashtra state Tax on Professions, Trades, Callings and Employments Act 1975

I further report that:- The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-

Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through, while the dissenting members’ views, if any, are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company, commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. Note: This report is to be read with our letter of even date which is annexed as “ANNEXURE A” and forms an integral part if this report. For Sonal Oza Practicing Company Secretary C P No.: 14856 Sd/- Proprietor ACS No.: A37874 Place: Mumbai Date: 27/05/2017

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Annexure to the Secretarial Audit Report: To, The Member, TOYAM INDUSTRIES LIMITED (Formerly known as Ojas Asset Reconstruction Co. Ltd) G-29, Sej Plaza, Near Nutan School, Marve Road, Malad (West), Mumbai – 400064 Our report of even date is to be read along with this letter. Management’s Responsibility 1. It is the Responsibility of Management of the Company to maintain Secretarial records, device proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively. Auditor’s Responsibility 2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on the test basis to ensure that correct facts are reflected in Secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for our opinion. 3. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company. 4. Where ever required, I have obtained the Management representation about compliance of laws, rules and regulations and happenings of events etc. 5. The compliance of provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis. Disclaimer 6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of efficacy or effectiveness with which the management has conducted the affairs of the Company. Place: Mumbai For Sonal Oza Date: 27/05/2017 Practicing Company Secretary

C P No.: 14856 Sd/- Proprietor ACS No.: A37874

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Annexure to the Board’s Report “ANNEXURE-E”

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

Information as per Rule 5(1) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2016-17, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2016-17 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. No

Name of Director/KMP

Remuneration Received (Rs )

% increase in Remuneration in the Financial year 2016-17

Ratio of remuneration of each Director & KMP to median remuneration of employees

1 Mr. Tejas Vinodrai Hingu 3,13,416 NIL 4.66% 2 Ms. Amruta Vishwas Shigwan 67,200 NIL NIL 3 Mr. Mayank Kathed - NIL NIL 4 Mr. Mayank Lashkari - NIL NIL 5 Mr. Shobhanbabu Mandulla 66,039 NIL 0.98% 6 Mr. Manan Prafulchandra Shah NIL NIL NIL 7 Ms. Dimple Rathod 88,500 NIL 1.32% 8 Mr. Rohit Deshpande 8,133 NIL 0.121% 9 Mr. Ketan Vyas 63,751 NIL 0.95% 10 Mr. Shashi kumar Ramdas Jatwal NIL NIL NIL

↑ All appointments are / were non-contractual. ↑ Remuneration as shown above comprises of Salary, Leave Salary, Bonus, Leave Travel Assistance, Medical Benefit, House Rent

Allowance, Perquisites and Remuneration on Cash basis. ↑ Median remuneration is 67,200/- for the FY 2016-17. ↑ There were 4 employees on the rolls of Company as on the 31st March, 2017.




(DIN: 01976253) Toyam Industries Limited [Formerly Ojas Asset Reconstruction Company Limited] Registered Office: 503, Shri Krishna Building, Opp Laxmi Industrial Estate, Link Road, Andheri West, Mumbai (MH)-400053 CIN: L74110MH1985PLC285384 Website: www.toyamindustries.com Email: [email protected] Contact No.: 022-60602489/64646430

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MANAGEMENT DISCUSSION AND ANALYSIS:

Your Directors have pleasure in presenting the management discussion and analysis report for the year ended on March 31, 2017. The Management Discussion and Analysis have been included in consonance with the Code of Corporate Governance as approved by The Securities and Exchange Board of India (SEBI). Investors are cautioned that these discussions contain certain forward looking statements that involve risk and uncertainties including those risks which are inherent in the Company's growth and strategy. The company undertakes no obligation to publicly update or revise any of the opinions or forward looking statements expressed in this report consequent to new information or developments, events or otherwise.

The Management of the Company is presenting herein the overview, opportunities and threats, initiatives by the Company and overall strategy of the Company and its outlook for the future. This outlook is based on Management's own assessment and it may vary due to future economic and other future developments in the country.

COMPANY OVERVIEW

The Company operates in two reportable segments i.e. Commodity Business and Finance Business. The business Segments has been identified as separate segment in accordance with Accounting standard 17 ‘Segment Reporting’. The financial statements have been prepared in compliance with the requirements of the Companies Act, 2013, guidelines issued by the Securities and Exchange Board of India (SEBI) and Generally Accepted Accounting Principles (GAAP) in India.

FINANCIAL PERFORMANCE:

The highlight of the financial performance of the Company during the year ended 31st March, 2017 have been stated in the Directors Report for the year ended 31st March, 2017. Which apprear separately in the Annual Report. The brief details of the performance of the Company during the year under consideration are given as under;

• Capital Structure: During the year, there has been no change in the capital structure of the Company and the paid up share capital was Rs. 21,24,90,000/- as on 31st March, 2017.

• Revenues from operation increased by Rs. 2936.72 lakhs to Rs. 828.34 lakhs in FY 2016-17. • Earnings before interest, tax and depreciation increased by Rs. 8.12 lakhs to Rs. (112.784) lakhs in FY

2016-17. • Networth increased by Rs. 19,05,82,100/- to Rs. 18,99,38,211/- in FY 2016-17.

OPPOURTUNITIES & THREATS

The growth of the Company is subject to opportunities and threats as are applicable to the industry from time to time. The Company has risk management policy in place for risk assessment and treatment of the same. The company does not foresee any major threats to its growth and market share in the coming years. The existing capacity should take care of the company’s requirement.

RISK & CONCERN

The Company is mainly exposed to market risk (including liquidity risk), interest risk and credit risk. While risk is an inherent aspect of any business, the Company is conscious of the need to have an effective monitoring mechanism and has put in place appropriate measures for its mitigation including business portfolio risk, financial risk, legal risk and internal process risk.

INTERNAL CONTROL SYSTEM

The Company has a sound internal control system. All transactions are subject to proper scrutiny. The Management takes immediate corrective action wherever it is being pointed out to help streamline the internal control process.

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HUMAN RESOURCE DEVELOPMENT:

Toyam has a formulated uniform HR Policies for all employees/workers to define the HR Functions and to Make Toyam such a place or institution where the people working has defined role and responsibilities with a sense of belongingness among them. During the year under consideration, HR function implemented various initiative to support this.

During the year under consideration, several initiatives through training and motivational programmes were taken to improve employees knowledge, skills and effectiveness to improve productivity and to establish better interse relations among themselves. The relationship with rthe employees has been cordial and they have extended their support to the financial performance of the Company.

CAUTIONARY STATEMENT

Statement made herein describing the Company’s expectations is "forward looking statement." The actual results may differ from those expected or predicted since the Company's operations are influenced by many external factors which are beyond the control of the Company. Prime factors that may make difference to the Company's performance include market conditions, economic conditions, Government regulations and Tax Laws, Political situation etc over which the Company does not have any direct control.

DISCLOSURES

During the year the Company has not entered into any transaction of material nature with its promoters, the directors or the management, their subsidiaries or relatives etc, if any, that may have potential conflict with the interest of the Company at large. All details of transaction covered under related party transaction are given in the notes to account.


Sd/-

Place: Mumbai Mohammed Ali Budhwani Rajabali Date: 24/08/2017 (Chairman cum Managing Director)

(DIN: 01976253)


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CORPORATE GOVERNANCE REPORT FOR THE FY 2016-17

1. COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE Toyam Industries Limited (herein after referred to as “the Company”) philosophy on corporate governance encompasses not only regulatory and legal requirements but also strives to strengthen the trust of all our stakeholders through practices which builds up a strong base for trusteeship, transparency and accountability. The Company looks upon good Corporate Governance practices as a key driver of sustainable corporate growth and long-term stakeholder value creation. Good Corporate Governance Practices enable a Company to attract high quality financial and human capital. In turn these resources are leveraged to maximize long-term stakeholder value while preserving the interest of multiple stakeholders including the society at large. We believe in being transparent and we commit ourselves to adherence of the highest standards of business ethics, compliances with statutory and legal requirements and commitment to transparency in business dealings. The Company’s corporate governance philosophy has been further strengthened through the Company’s Code of Conduct for Board and Senior personnel and Code of Conduct under Insider Trading regulations.

2. BOARD OF DIRECTORS

A. Your Board of Directors is comprised of Seven (7) directors, out of which the Chairman is a Executive Director.

In compliance with the requirements of Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, your Company has Four (4) Executive Directors, three (3) Non-Executive Directors of whom all are Independent Directors and One (1) Women Director. None of the Non-Executive Directors are responsible for the day to day affairs of the Company.

B. None of the Directors on the Board is member of more than ten Committees or Chairman of more than five Committees across all the public companies in which he is a director. Necessary disclosures regarding their position in various Committees across other public companies as on March 31, 2017, have been made by the directors.

C. The details of the composition, nature of directorship, number of Board Meeting attended, attendance at last AGM, directorships held in other companies by the directors of the Company and their shareholding are detailed below. Other directorships do not include alternate directorships, directorships of private limited companies, section 8 companies and of companies incorporated outside India. Chairmanships/ Memberships of Board Committees include only Audit and Stakeholders’ Relationship Committee (formerly known as Shareholders/Investors Grievance Committee).

Name of Director Date of Appointment

Category No. of Board meetings attended during the year 2016-17

Attendance at last AGM

No of Directorship in other Companies excluding private limited companies

Member (M) / Chairmanship (C) in Audit and Stakeholders’ Relationship Committee including other Companies (As declared to the Company)

Mr. Tejas Vinodrai Hingu (DIN: 06936684)

22/12/2014 E, W 11 YES 1 2M

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Ms. Amruta Vishwas Shigwan (DIN: 07632255) *

17/10/2016 E, W 6 - - -

Ms. Dimple Rathod (DIN: 07278060) **

13/08/2015 E, W 4 - - -

Mr. Shashi Kumar Ramdas Jatwal (DIN: 06488424) ***

01/11/2013 NE, I 7 YES - -

Mr. Manan Prafulchandra Shah (DIN: 07491896) #

28/03/2016 NE, I 3 - - -

Mr. Mayank Lashkari (DIN: 07742367)##

06/03/2017 NE, I - - - -

Mr. Mayank Kathed (DIN: 07742376)

06/03/2017 NE, I - - 1 2C & 2M

Mr. Mohammed Ali Budhwani Rajabali (DIN: 01976253)

28/04/2017 E, MD, C - - 1 -

Mr. Kailash Tilkoo Yadav (DIN: 00628363)

28/04/2017 NE, I - - 1 -

Mr. William Joseph Daly (DIN:07842070)

19/06/2017 E - - 1 -

Mr. Sajjad Rajabali Jaffer DIN:07842072)

19/06/2017 E - - 1 -

Ms. Chandni Ishwerlal Solanki (DIN: 7873950)

24/08/2017 NE, I - - 1 2M

*Resigned w.e.f. 22/08/2017 **Resigned w.e.f. 10/10/2016***Resigned w.e.f. 06/03/2017. #resigned w.e.f. 28/04/2017.##Resigned w.e.f. 19/06/2017. Abbreviations: C: Chairman, P: Promoter, E: Executive Director, NE: Non Executive Director, I: Independent Director, W: Whole Time Director, MD: Managing Director

D. During the year, Eleven (11) board meetings were held and the gap between two meetings does not exceed one

hundred twenty days.

The dates on which the said meetings were held: 12th May, 2016, 30th May, 2016, 21st July, 2016,11th August, 2016, 17th October, 2016, 12th November, 2016, 24th November, 2016, 13th December, 2016, 25th January, 2017, 10th February, 2017 and 6thMarch, 2017. The necessary quorum was present for all the meetings.

E. The terms and conditions of appointment of Independent Directors is disclosed on the website of the Company

(www.toyamindustries.com). F. During the year, a separate meeting of Independent Directors was held on 29/03/2017, inter-alia to review the

performance of Chairperson, Non-Independent Directors and the Board as a whole etc

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G. The Board periodically reviews compliance reports of all laws applicable to the Company, prepared by various departments of the Company.

H. The details of familiarization programme is available on the website of the Company at the following link: http://toyamindustries.com/wp-content/uploads/2017/05/Familiarisation-programme.pdf I. None of our directors is holding shares & convertible instruments of the Company.

J. There is no relationship between the Directors of the Company.

3. COMMITTEES OF THE BOARD

Currently, the Board has threemandatory committees:

• Audit Committee, • Stakeholders’ Relationship Committee, • Nomination & Remuneration Committee. Meeting of each of these Committee are administered by the respective Chairman of the Committee. The minutes of the Committee meetings are seat to all directors individual & tabled at the Board Meetings.

I. AUDIT COMMITTEES

A. The audit committee of the Company is constituted in line with the provisions of Regulation 18 of SEBI

(Listing Obligation and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013.

B. The terms of reference of the Audit Committee are broadly as per Part C of Schedule II of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 & Section 177 of Companies Act, 2013.

C. The audit committee invites executives, as it considers appropriate (particularly the head of the finance function, Chief Executive Officer & Chief Financial Officer), and representatives of the statutory auditors to be present at its meetings.

D. The composition of the audit committee and the details of meetings attended by its members are given below:

Name of director Category No. of meetings during the Financial Year 2016-17 Held Attended

Mr. Shashikumar Ramdas Jatwal* Chairman 4 4 Mr. Tejas Hingu Member 4 4 Mr. Manan Shah** Member 4 4 Mr. Mayank Kathed# Chairman 0 0 Mr. Mayank Lashkari# Member 0 0 Ms. Chandni Ishwerlal Solanki$ Member 0 0

*Resigned w.e.f. 06/03/2017. **Resigned w.e.f. 28/04/2017. #Appointed as ID w.e.f. 06/03/2017. $ Appointed as ID w.e.f. 24/08/2017.

The Committee was reconstituted on 12th May, 2016, 06th March, 2017 and 24thAugust, 2017. During the year, Company Secretary of the Company has acted as the secretary of the Committee.

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http://toyamindustries.com/wp-content/uploads/2017/05/Familiarisation-programme.pdf

E. During the year, Four Audit Committee Meetings were held and the gap between two meetings did not exceed 120 days. The dates on which the said meetings were held are as follows: 27th May, 2016, 11th August, 2016, 10th October, 2016 and 04th February, 2017. The necessary quorum was present for all the meetings.

II. NOMINATION AND REMUNERATION COMMITTEE A. The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of

Regulation 19 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013.

B. The terms of reference of the Nomination and Remuneration Committee are broadly as per Part D of Schedule II of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 & Section 178 of Companies Act, 2013.

C. The composition of the nomination and remuneration committee and the details of meetings attended by its members are given below:

Name of director Category No. of meetings during the Financial Year

2016-17 Held Attended

Mr. Shashikumar Ramdas Jatwal* Chairman 5 4 Mr. Tejas Hingu Member 5 5 Mr. Manan Shah** Member 5 5 Mr. Mayank Kathed# Chairman 0 0 Mr. Mayank Lashkari# Member 0 0 Mr. Kailash Tilkoo Yadav## Member 0 0 Ms. Chandni Ishwerlal Solanki$ Member 0 0

*Resigned w.e.f. 06/03/2017. **Resigned w.e.f. 28/04/2017. #Appointed as ID w.e.f. 06/03/2017. ##Appointed w.e.f. 28/04/2017.$ Appointed as ID w.e.f. 24/08/2017.

During the year,Company Secretary of the Company has acted as the secretary of the Committee. The Committee was reconstituted on 12th May, 2016, 06th March, 2017, 28th April, 2017 and 24thAugust, 2017.

D. During the year, Five Nomination and Remuneration Committee meetings were held. The dates on which the

said meetings were held are as follows: 12th May, 2016, 15th October, 2016, 23rd November, 2016, 09th February, 2017 and 06th March, 2017. The necessary quorum was present for all the meetings.

E. Nomination and Remuneration Committee has set criteria for evaluation of performance of Independent Director which broadly covers their participation in board meeting/other committee meeting, knowledge & skill, adherence to the applicable code of conduct for independent directors and maintenance of confidentiality etc.

III. STAKEHOLDERS’ RELATIONSHIP COMMITTEE

A. The Company had a Shareholders / Investors Grievance Committee of directors to look into the redressal of

complaints of investors such as transfer or credit of shares, non-receipt of dividend /notices / annual reports, etc.

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B. The constitution of the Committee is in line with Regulation 20 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013.

C. The composition of the Stakeholders’ Relationship Committee and the details of meetings attended by its members are given below:

Name of director Category No. of meetings during the Financial

Year 2016-17 Held Attended

Mr. Shashikumar Ramdas Jatwal* Chairman 4 4 Mr. Tejas Hingu Member 4 4 Mr. Manan Shah** Member 4 4 Mr. Mayank Kathed# Chairman 0 0 Mr. Mayank Lashkari# Member 0 0 Ms. Chandni Ishwerlal Solanki$ Member 0 0

*Resigned w.e.f. 06/03/2017. **Resigned w.e.f. 28/04/2017. #Appointed as ID w.e.f. 06/03/2017. $ Appointed as ID w.e.f. 24/08/2017.

During the year, Company Secretary of the Company has acted as the secretary of the Committee. The Committee was reconstituted on 12th May, 2016, 06th March, 2017 and 24thAugust, 2017.

D. During the year, FourStakeholders Relationship Committee meetings were held. The dates on which the said

meetings were held are as follows: 12th May, 2016, 11thAugust, 2016, 17th October, 2016 and 09th February, 2017. The necessary quorum was present for all the meetings.

E. Details of investor complaints received and redressed during the year 2016-17 are as follows: Opening balance Received during the year Resolved during the year Closing balance NIL Two Two NIL

4. NAME, DESIGNATION AND ADDRESS OF COMPLIANCE OFFICER:

Mr. Ketan Vyas (Appointed w.e.f. 10/02/2017) Company Secretary & Compliance Officer Toyam Industries Limited[Formerly Ojas Asset Reconstruction Company Limited] 503, Shri Krishna Building, Opp Laxmi Industry, Link Road, Andheri West, Mumbai (MH)-400053 Email- [email protected], [email protected] Contact No.: 022-60602489

5. GENERAL BODY MEETINGS

i. General meeting a) Annual General Meeting:

AGM Financial Year

Date Time Venue

29th 2013-14 July 05, 2014

11:30 A.M. E-102, Jhule Lal Apartment, Pithampura, Delhi-110034.

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30th 2014-15 August 24, 2015 12:00 P.M. C-17, Ground Floor, Laxmi Nagar, Nanakpura, Delhi – 110092

31st 2015-16 September 30, 2016 11:00 A.M. Malad Gymkhana Limited, 1st Floor Near Nutan School, Marve Road, Malad (w) Mumbai-400064

The Following Special Resolutions are passed in the previous three Annual General Meetings:

AGM Financial Year Special Resolutions passed 29th 2013-14 NIL 30th 2014-15 Appointment of Mr. Tejas Hingu as Whole Time Director.

To carry on the business of other objects of MOA Sub-division of equity shares of face value of Rs. 10/- each into Rs. 1/- each. Alteration of Clause V of MOA, Consequent to change in reclassification of capital. Adoption of new set of AOA of the Company in conformity with Companies Act, 2013. To make investment, give loan, guarantee & Provide securities beyond the prescribed limit. To increase the borrowing powers of the BOD u/s 180(1)(c) upto Rs. 50 Crore. Creation of security u/s 180(1)(a) in connection with the borrowings of the Company.

31st 2015-16 NIL b) Extraordinary General Meeting:

No extraordinary general meeting was held during the financial year 2016-17.

ii. Details of special resolution passed through postal ballot, the person who conducted the postal ballot exercise and details of the voting pattern:

Pursuant to provision of Section 110 and 108 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the voting conducted through postal ballot (including remote E-voting) for seeking approval of shareholders by way of special resolution for following items;

Item no. of Notice

Particulars Type of Resolution

% of votes cast in favour

% of votes cast in against

% of invalid votes

Result

1. To change in the name of the Company from “Ojas Asset Reconstruction Company Limited” to “Toyam Industries Limited”.

Special Resolution

96.65 0.0035 3.34 Passed with requisite majority

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2. To Change the Main Object of the Company, adoption of new Ancillary object and deletion of existing other objects of the Company.

Special Resolution


3. To make investment, give loans, guarantee and provide securities beyond the prescribed limits under Section 186 of the Companies Act, 2013.

Special Resolution


4 Appointment of M/s R. Soni & Co., Chartered Accountants (FRN: 130349W) as Statutory Auditor of the Company.

Special Resolution


Mr. Rajesh Soni, Chartered Accountants, and Partner M/s. R. Soni & Co. appointed as scrutinizer for the postal ballot process in a fair and transparent manner.

The Company has complied proper procedure for postal ballot.

6. DISCLOSURES A. Details of non-compliance by the Company, penalties, strictures imposed on the Company by the stock

exchanges or the securities and exchange board of India or any statutory authority, on any matter related to capital markets, during the last three year 2016-17 respectively: NIL

B. Reconciliation of share capital audit: A qualified Practicing Company Secretary carried out a share capital audit to reconcile the total admitted equity share capital with the national securities depository limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital. The audit report confirms that the total issued / paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL.

C. Proceeds from Public Issue, Right Issues, Preferential Issues etc.

There is no information to be given under this heading.

D. Code of Conduct The Company has adopted Code of Conduct for members of the Board and Senior Management personnel. The code has been circulated to all the members of the Board and Senior Management and the same has been put on the Company’s website www.toyamindustries.com. The Board Members and Senior Management have affirmed their compliance with the code and a declaration signed by the Chief Executive Officer of the Company is annexed to this report.

E. Disclosure of compliance with corporate governance specified in regulation 17 to 27 and clause (B) to (I)

of sub-regulation 2 of regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 The Company has fully complied with the applicable requirements in regulation 17 to 27 and clause (B) to (I) of sub-regulation 2 of regulation 46. Further, there has been no instance of non compliance of any requirements of Corporate Governance Report.

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F. Disclosures The Whistle Blower Policy/vigil mechanism has been posted on the website of the Company on link given below & affirming that no personnel has been denied access to the Audit Committee. http://toyamindustries.com/wp-content/documents/policies/whistle-blower-policy_ojas.pdf

The policy for determining material subsidiaries has been posted on the website of the Company under below link: http://toyamindustries.com/wp-content/documents/policies/462h-material-subsidiary.pdf The policy on dealing Related Party Transactions has been posted on the website of the Company under below link: http://toyamindustries.com/wp-content/documents/policies/rpt-policy_ojas.pdf

G. Remuneration & Sitting Fees of Directors

i. During the year, No pecuniary transaction was held between Company & its Non-Executive director

ii. Criteria for making payment to Non-Executive Directors has been posted on the website of the Company

under below link:

http://toyamindustries.com/wp-content/documents/policies/ojas_criteria-for-making-payment-to-non-executive-directors.pdf

i. Executive Directors:

The details of remuneration paid to the Executive Directors during the financial year 2016-17 are as under:

Particulars MR. TEJAS HINGU, WHOLE TIME DIRECTOR (Period from 1st April, 2016 to 31st March, 2017)

MS. AMRUTA VISHWAS SHIGWAN – DIRECTOR CUM CFO (Period from17th October, 2016 to 31st March, 2017)

Salary & Allowance

Rs. 3,13,416 P.A. Rs. 67,200 P.A.

Other benefits

NA NA

Stock options Growth-NIL Growth- NIL Notice Period 1 Months 1 Months

ii. Non-Executive Directors

The sitting fees paid to Independent Directors & Non-executive Directors was within the limit as prescribed under Companies Act, 2013. During the year, following amount was paid to Independent Directors & Non-Executive Directors, details of which are as below:

Company has a policy to reimburse expenses incurred by Non-Executive Directors for the purpose of Board Meeting, if claimed.

S. No. Name of Director Amount 1 Mr. Mayank Kathed 6710 2 Mr. Mayank Lashkari 6710

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http://toyamindustries.com/wp-content/documents/policies/whistle-blower-policy_ojas.pdf

http://toyamindustries.com/wp-content/documents/policies/462h-material-subsidiary.pdf

http://toyamindustries.com/wp-content/documents/policies/rpt-policy_ojas.pdf



7. CERTIFICATE ON CORPORATE GOVERNANCE As required by Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Certificate on Corporate Governance given by M/s R. Soni & Co., Chartered Accountants (FRN: 130349W) is annexed to this Annual Report.

8. CEO AND CFO CERTIFICATION As required by SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the CEO and CFO Certification is provided in this Annual Report.

9. MEANS OF COMMUNICATION The quarterly, half-yearly and annual results duly approved by the Board of Directors are sent immediately after the Board Meeting to both the Stock Exchanges where the Company’s shares are listed. The same are published in English and Regional News Papers in terms of Listing Agreement or SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 and Secretarial Standards in the format as prescribed by the Stock Exchange. The Company also posts its financial results on its website i.e. www.toyamindustries.com.

10. GENERAL SHAREHOLDER INFORMATION

i. Annual General Meeting: Date : 26th September, 2017 Day : Tuesday Time : 02:00 P.M. Venue : K1L SPORTS CAFE, Cottage No. 17, Aramnagar Part 1, J.P. Road,

Versova, Andheri (West), Mumbai (MH)-400061 As required under Regulation 36 (3) of the SEBI (Listing obligation and disclosure requirements) Regulations, 2015, particulars of directors seeking appointment / re-appointment at the forthcoming AGM are given in the Annexure to the notice of the AGM.

ii. Financial Calendar: Year ending : March 31, 2017 AGM in : 26th September, 2017 Dividend payment : NIL

iii. Date of book closure / record date : As mentioned in the notice of the AGM to be From 23rdSeptember, 2017 to 26thSeptember, 2017 (Both days inclusive)

iv. Listing on stock exchanges

Name & address of the Stock Exchange Stock Code / Scrip Code ISIN Number for NSDL/ CDSL (Dematerialized shares)

Metropolitan Stock Exchange of India Limited Vibgyor Towers, 4th floor, Plot No C 62, G - Block, Opp. Trident Hotel, Bandra Kurla Complex, Bandra (E), Mumbai – 400 098, India.

TOYAMIND

INE457P01020 BSE Limited 25th Floor, P.J. Towers, Dalal Street, Mumbai 400 001

538607

Company has made payment of listing fees to both the Stock Exchanges on time.

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v. Corporate Identification Number (CIN) : L74110MH1985PLC285384

vi. Market Price Data High, low (based on monthly closing prices) and number of equity shares traded during each month in the year 2016-17 on BSE Ltd. and Metropolitan Stock Exchange of India Limited (MSEI):

vii. Performance at BSE-Sensex

viii. Registrar and Share Transfer Agent Purva Sharegistry (India) Private Limited (SEBI Reg. No.: INR000001112) No. 9, Shiv Shakti Industrial Estate, Ground Floor, J.R. Boricha Marg, Opposite Kasturba Hospital, Lowe Parel Mumbai-400011 Tel.: +91 22 23016761/8261, Fax: +91 22 2301 2517 Email:[email protected]; Website: www.purvashare.com

Month and Year

BSE MSEI High (Rs.) Low (Rs.) Traded

Quantity High (Rs.) Low (Rs.) Traded

Quantity Apr-16 20.95 15.45 1,72,002 - - - May-16 14.70 10.82 37,61,601 - - - Jun-16 15.09 9.64 88,54,219 - - - Jul-16 19.90 10.01 64,10,949 - - - Aug-16 18.50 10.60 40,71,104 - - - Sep-16 22.00 7.75 75,64,236 - - - Oct-16 7.68 5.38 56,27,207 - - - Nov-16 5.16 3.81 22,70,045 - - - Dec-16 3.81 2.14 17,25,242 - - - Jan-17 2.14 1.38 21,60,600 - - - Feb-17 1.75 1.23 32,27,527 - - -

Mar-17 1.95 1.23 33,72,941 - - -

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ix. Share Transfer system: The transfer system is with the registrar & transfer agent. As on 31st March, 2017 98.30% of the equity shares are in the electronic form and transfer of these shares is done through the depository with no involvement of the Company.As regards to the transfer of shares in the physical form, if the documents are complete in all respects, transfer is normally processedwithin stipulated time period.

x. Distribution of equity shareholding as on 31st March, 2017

Nominal Value of Each Equity Share is Rs. 1/- No. of equity shares held

No. of share holders

% of shareholders

No. of share held

% of total shares held

Amount

1 to 5000 1285 57.14 10,85,270 0.51 10,85,270

5001 to 10000 110 4.89 8,69,981 0.41 8,69,981

10001 to 20000 92 4.09 14,45,143 0.68 14,45,143

20001 to 30000 56 2.49 15,34,897 0.72 15,34,897

30001 to 40000 45 2.00 16,40,840 0.77 16,40,840

40001 to 50000 65 2.89 31,53,352 1.48 31,53,352

50001 to 100000 218 9.69 1,88,63,955 8.88 1,88,63,955

100000 and above 378 16.81 18,38,96,562 86.54 18,38,96,562

Total 2249 100.00 21,24,90,000 100.00 21,24,90,000 Categories of equity shareholders as on 31st March, 2017

Category No. of Equity Shares held

Percentage of holding

Indian Promoters 1,00,00,000 4.71 Foreign Promoters 0 0 Mutual Funds & UTI 0 0 Banks, FIs, Insurance Companies 0 0 Central/State Govt. Institutions/ Non-Govt. Institutions 0 0

Foreign Institutional Investors 0 0 Domestic Bodies Corporate 5,11,23,353 24.06 Foreign Companies 0 0 Non Resident 37,280 0.02 Clearing Members 24,68,438 1.16 Hindu Undivided Family 1,08,37,826 5.10 Other Individual 1,38,02,3103 64.96 Grand Total 21,24,90,000 100.00

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Status of Dividend

xi. Dematerialization of Shares and Liquidity The equity shares of your Company are available for dematerialization with both NSDL and CDSL under ISIN INE457P01020.As on 31st March 2017, 98.30% equity shares are in Demat form and remaining 1.70 % 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 M/s Purva Sharegistry (India) Private Limited, Mumbai.

xii. Address for Correspondence Shareholder’s correspondence should be addressed to the Company’s RTA at the Address mentioned below: Purva Sharegistry (India) Private Limited (SEBI Reg. No.: INR000001112) No. 9, Shiv Shakti Industrial Estate, Ground Floor, J.R. Boricha Marg, Opposite Kasturba Hospital, Lowe Parel Mumbai-400011 Tel.: +91 22 2301 6761/8261, Fax: +91 22 2301 2517 Email:[email protected] Website: www.purvashare.com For any further assistance, the shareholder’s may Contact: Registered Office: Toyam Industries Limited [Formerly Ojas Asset Reconstruction Company Limited] 503, Shri Krishna Building, Opp Laxmi Industry, Link Road,Andheri West,Mumbai (MH)-400053 CIN:L74110MH1985PLC285384 Website:www.toyamindustries.com Email: [email protected]; [email protected] Contact No.: 022-60602489/64646430. Shareholders holding shares in electronic mode should address all their correspondence to their respective Depository Participants.




(DIN: 01976253)

Dividend for the year

Total Amount of Dividend (Rs. In lakhs)

Amount of Unpaid Dividend as on 31.03.2017 (Amount in Rs.)

% of Dividend Unpaid

Due date of transfer to IEPF

2013-14 - - - - 2014-15 - - - - 2015-16 - - - -

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DECLARATION ON CODE OF CONDUCT

To, The Members of, Toyam Industries Limited I Aseem Shabanali Marchant, Chief Executive officer (CEO) of the Toyam Industries Limited (“the Company”) affirms that members of the Board of Directors and Senior Management personnel have compliance with the code of conduct of Boards of Directors and Senior Management for the Financial Year 2016-17.


Sd/- Place: Mumbai Aseem Shabanali Merchant Date: 27/05/2017 (Chief Executive Officer)

CERTIFICATE ON CORPORATE GOVERNANCE To, The Members of, Toyam Industries Limited (Formerly Ojas Asset Reconstruction Company Limited) We have examined the Compliance of conditions of Corporate Governance by Toyam Industries Limited (“the Company”), for theyear ended on March 31, 2017, as stipulated in Clause 34 (3) of Securities and Exchange Board of India (Listing Obligation and DisclosureRequirements) Regulations, 2015 (‘Listing regulations’).The Compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited toprocedure and implementation thereof, adopted by the Company 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.In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has compliedwith the conditions of Corporate Governance as stipulated in the above-mentioned Listing Agreement/Listing Regulations, as applicable. We further state that such Compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectivenesswith which the management has conducted the affairs of the Company. For R. Soni & Co Chartered Accountants FRN: 130349W Sd/- CA Rajesh Soni Partner Membership No. 133240 Place: Mumbai Date:27/05/2017

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CEO & CFO CERTIFICATION

We here by certify that:

a) We have reviewed the Financial Statement for the year ended on 31st March, 2017 and to the best of our knowledge and belief: i. these statements do not contain any materially untrue statements or omit any material fact or contain

statements that might be misleading;

ii. these 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) To the best of our knowledge and belief, no transaction entered into by the company during the year ended on 31st March, 2017 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 we have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting. Deficiencies in the design or operation of such internal controls, if any, of which we are aware have been disclosed to the auditors and the Audit Committee, and steps have been taken to rectify these deficiencies.

d) i) There has not been any significant change in internal control over financial reporting during the period under reference;

ii) There has not been any significant change in accounting policies during the period; and

iii) We are not aware of any instance during the period of significant fraud with involvement therein of the management or any employee having a significant role in the company’s internal control system over financial reporting.

For Toyam Industries Limited For Toyam Industries Limited Sd/- Sd/- Date: 27/05/2017 AseemShabanali Marchant AmrutaVishwasShigwan Place: Mumbai Chief Executive Officer Chief Financial Officer

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Independent Auditors' Report To the Members of TOYAM INDUSTRIES LIMITED (Formerly known as Ojas Assets Reconstruction Company Limited) Report on the Financial Statements We have audited the accompanying standalone financial statements of Toyam Industries Limited (Formerly known as Ojas Assets Reconstruction Company Limited) (‘the Company’), which comprise the balance sheet as at 31st March 2017, the statement of profit and loss and the 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 and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under 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 standalone 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 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 the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether

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due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, 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 standalone financial statements.

Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the 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 31 March 2017 and its Loss and its cash flows for the year ended on that date.

Other of Matters

• We draw attention to Note No. 3, on reserve and surplus, of financial statements as therein

the company’s net profit during the year 6.44 lakhs as at 31st March 2017, Wherein the

company have suffered gross loss from commodity business (Textile & Agro ) amounting

lakhs, earned gross income from short term financing business (Share Trading & Finance) of

346.56 lakhs.

Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor's Report) Order, 2016 (‘the Order’) issued by the Central Government of India in terms of sub‑section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

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c. The balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

d. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards except AS-15 Employee Benefits and AS-22 Accounting for Taxes on Income specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e. On the basis of the written representations received from the directors as on 31 March 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2017 from being appointed as a director in terms of Section 164 (2) of the Act; and

f. Report on the Internal Financial Controls under Clause (1) of Sub-section 3 of section 143 of the companies Act, 2013 (“the Act”)- refer to our separate report in Annexure B ; and

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 litigation on its financial position in its financial statements – Refer Note No. 21 to the financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts. The Company does not have any derivative contract.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. The company has provided requisite disclosure in the financial statements as regards its holding and dealing in Specified Bank Notes as defined in the Notification S.O. 3407(E) dated the 8th November, 2016 of the Minister of Finance, during the period from 8th November 2016 to 30th December, 2016. Based on Audit procedure performed and the representations provided to us by the management, we report that the disclosure are in accordance with the books of accounts maintained by the company and produced to us by the management.

For R Soni & Co. Chartered Accountants Firm’s registration number: 130349W Sd/- CA Rajesh Soni Partner Place: Mumbai Membership No.133240 Date- 27/05/2017

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ANNEXURE A TO THE AUDITORS’ REPORT

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended 31st March 2017, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including

quantitative details and situation of fixed assets.

(b) The Company has a regular program of physical verification of its fixed assets by which

fixed assets are verified in a phased manner over a period of one years. In accordance with

this program, 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) There are no immovable properties held by the Company.

(ii) (a) As informed to us, the equity shares, held as inventories in dematerialized form, and

stocks lying in the inventory have been verified by the management with supportive evidence

during the year.

(b) The procedure for physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The Company is maintaining proper record of inventory, the discrepancies noticed on verification between the physical stocks and book records were not material.

(iii) (a) The Company has not granted loans to parties covered in the register maintained under

section 189 of the Companies Act, 2013 (‘the Act’).

Thus, paragraph (iii) (b) and (iii) (c) of the Order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, the Company

has complied with provision of section 185 and 186 of Act, with respect to the loan and

investment made.

(v) The Company has not accepted any deposits from the public.

(vi) The Central Government has not prescribed the maintenance of cost records under section148

(1) of the Act, for any of the services rendered by the Company.

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(vii) (a) According to the information and explanations given to us and on the basis of our

examination of the records, the Company is regular in depositing undisputed statutory dues

including provident fund, income tax, service tax, cess and other material statutory dues with

the appropriate authorities. As explained to us, the Company did not have any dues on

account of sales tax, wealth tax, duty of customs, value added tax, employees' state insurance

and duty of excise.

(b) According to the information and explanation given to us, there is no dispute pending in

respect of dues of provident fund/income tax/sales tax/wealth tax/service tax/custom

duty/excise duty/cess/value added tax, were in arrears as at 31st march, 2017 for a period of

more than six month from the date they became payable. However company is subject to pay

dues under Professional Tax but no amount was deposited till the reporting date.

However, on verification of outstanding demand as per Income Tax Website some demands

are appearing outstanding which are produced in table below:

Name of the statute

Nature of dues Amount (In Rs.)

Period to which amount relates

Forum where dispute is pending

Income Tax Act Income Tax and Interest

42,070 Assessment Year 2010-11

Assessing officer of Income Tax, (Appeal)

(viii) The Company did not have any outstanding dues to financial institutions, banks or debenture

holders during the year.

(ix) The company has not raised moneys by way of initial public offer or further public offer

(including debt instrument) and term loans during the year.

(x) According to the information and explanations given to us, no material fraud on or by the

Company has been noticed or reported during the course of our audit.

(xi) According to the information and explanations given to us and based on our examination of

the record of the Company, managerial remuneration has been paid.

(xii) In our opinion and according to the information and explanations given to us, the company is

not Nidhi Company. Accordingly paragraph 3(xii) of Order is not applicable.

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(xiii) According to the information and explanations given to us and based on our examination of

the record of the Company, transactions with related parties are in compliance with sections

177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in

the Financial statements in Schedule - 19 as required by the applicable accounting standards.

(xiv) The company has not made any preferential allotment or private placement of shares or fully

or partly convertible debentures during the year under review.

(xv) According to the information and explanations given to us and based on our examination of

the record of the Company, the company has not entered into any non-cash transactions with

directors or persons connected with him.

(xvi) The company is not required to be registered under section 45-IA of the Reserve Bank of

India Act, 1934.

For R Soni & CO. Chartered Accountants Firm’s registration number: 130349W Sd/- CA Rajesh Soni Partner Place: Mumbai Membership No.133240 Date- 27/05/2017

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ANNEXURE B TO THE AUDITORS’ REPORT

Report on the Internal Financial Controls 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 Toyam Industries Limited (Formerly known as Ojas Assets Reconstruction Company Limited) ('the Company') as of 31st March 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls. 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.

Auditors’ 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”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. 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

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based on the assessed risk. The procedures selected depend on the auditor’s judgment, 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 authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

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.

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Opinion

In our opinion, the company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at march 31,2017, 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 control over financial reporting issued by the institute of chartered accountant of India.

For R Soni & CO. Chartered Accountants Firm’s registration number: 130349W Sd/- CA Rajesh Soni Partner Place: Mumbai Membership No.133240 Date: 27/05/2017

Page 72

Amount in Rs.

Particulars Notes As at March 31, 2017 As at March 31, 2016

EQUITY AND LIABILITIESShareholders’ funds(a) Share capital 2 212,490,000 212,490,000 (b) Reserves and surplus 3 (21,907,878) (22,551,789)

190,582,122 189,938,211 Non Current Liabilities(a) Deffered Tax Liability 4 3,796 3,796

3,796 3,796 Current liabilities & Provision(a) Trade payables 5 25,066,105 169,547 (b) Short Term Provision 6 151,480 ‑

25,217,585 169,547

TOTAL 215,803,503 190,111,554 ASSETSNon-current assets(a) Fixed assets 7 16,520 33,260

16,520 33,260 Current assets(a) Inventories 8 2,104,518 14,220,494 (b) Trade Receivables 9 34,350,346 1,299 (c) Cash and cash equivalents 10 5,696,449 4,103,343 (d) Short‑term loans and advances 11 173,635,670 171,753,158

215,786,983 190,078,294

TOTAL 215,803,503 190,111,554 Summary of Significant Accounting Policies 1Notes to Accounts is an integral part of the financial Statements

2 to 25

As per our report of even date attachedFor R Soni & Co.Chartered AccountantsFRN : 130349W Sd/- Sd/-

Moh. Ali B. Rajabali Amruta V. ShigwanChairman & M.D. CFO & Director

Sd/- DIN: 01976253 DIN: 07632255CA Rajesh Soni PartnerMembership No. 133240

Sd/- Sd/-Place : Mumbai Aseem S Merchant Ketan VyasDate : 27.05.2017 CEO Company Secretary


Balance Sheet as at 31st March, 2017

For and on behalf of the Board of Directors

(Formerly Ojas Asset Reconstruction Co. Ltd.)

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Amount in Rs.

Particulars Notes 2016-17 2015-16

INCOMERevenue from operations 12 293,672,025 82,833,533 Other income 13 103,643 123,843

Total revenue 293,775,668 82,957,376

EXPENSES(a) Purchase 14 277,413,659 84,176,316

(b) Changes in Stock 15 12,115,976 7,480,458

(c) Employee Cost 16 977,371 1,100,086

(d) Depreciation and amortisation expense 7 16,740 1,420

(e) Other Expense 17 2,456,530 1,476,765 Total expenses 292,980,276 94,235,045

Profit / (Loss) before exceptional and extraordinary items and tax 795,392 (11,277,669)

Profit / (Loss) before extraordinary items and tax 795,392 (11,277,669)

Extraordinary items ‑ ‑

Profit / (Loss) before tax 795,392 (11,277,669)

Tax Expenses(a) Less : Current Tax 151,480 ‑

(b) Less: Deferred tax 4 ‑ 3,796

Profit/(loss) for the period 643,912 (11,281,465)

Earning Per Share Basic 20 0.003 (0.05)

Earning Per Share ‑ Diluted20

0.003 (0.05)

Summary of Significant Accounting Policies 1Notes to accounts is an integral part of the financial Statements 2 to 25

As per our report of even date attached

For R Soni & Co.

Chartered AccountantsFRN : 130349W Sd/- Sd/-


Sd/- DIN: 01976253 DIN: 07632255CA Rajesh Soni

Partner

Membership No. 133240Sd/- Sd/-

Place : Mumbai Aseem S Merchant Ketan Vyas

Date : 27.05.2017 CEO Company Secretary

(Formerly Ojas Asset Reconstruction Co. Ltd) Toyam Industries Limited

Statement of Profit and Loss Account For the year ended 31st March, 2017


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Amount in Rs.

2016-17 2015-16

A Cash Flow from Operating ActivitiesNet Profit before Tax and Prior Period Items 795,392 (11,277,669) Adjustment for:Interst Income (17,507,190) ‑ Depreciation and amortization 16,740 1,420 Operating Profit before Working Capital Changes (16,695,058) (11,276,249) Adjusted for:(Increase)/Decrease in Inventories 12,115,976 7,480,458 (Increase)/Decrease in Trade Receivables (34,349,047) 29,261,036 Increase/(Decrease) in Trade Payables 24,896,558 (39,391,156) Increase/(Decrease) in Other Current liabilities ‑ (15,477) (Increase)/Decrease in Balances with Revenue Authority (1,173,650) (1,137,679) Increase/(Decrease) in Short Term Provisions ‑ (4,450) Cash Generated from Operations (15,205,221) (15,083,517)

Cash Flow Before Extraordinary Items and Prior Period Items (15,205,221) (15,083,517) Net Cash From Operating Activity (A) (15,205,221) (15,083,517)

B Cash From Investing ActivitiesPurchase of Fixed Assets ‑ (34,680) (B) - (34,680)

C Cash Flow From Financing Activity(Increase)/Decrease in Short Term loans and advances (708,862) 9,949,196 Interest Income 17,507,190 ‑ (C) 16,798,328 9,949,196

Net Increase/Decrease in Cash & Cash Equivalents (A+B+C) 1,593,107 (5,169,001) Opening Balance of Cash and Cash Equivalents 4,103,343 9,272,344 Closing Balance of Cash and Cash Equivalents 5,696,450 4,103,343

For R Soni & Co.Chartered AccountantsFRN : 130349W Sd/- Sd/-


Sd/- DIN: 01976253 DIN: 07632255CA Rajesh Soni Partner

Membership No. 133240Sd/- Sd/-

Place : Mumbai Aseem S Merchant Ketan VyasDate : 27.05.2017 CEO Company Secretary

Notes : Previous year’s figures have been re‑grouped, re‑stated wherever necessary.


Cash Flow Statement for the year ended 31st March, 2017 (Formerly Ojas Asset Reconstruction Co. Ltd.)


Particulars

As per our report of even date attached

Page 75

Corporate Information Toyam Industries Limited (“the Company”) is incorporated in Delhi, India and is listed on Bombay Stock Exchange Limited (BSE) and Metropolitan Stock Exchange of India Limited (MSEI). The company is mainly in the following business; To carry on in India or elsewhere the business of manufacturer, trader, buyer, seller, reseller, dealer, producer, processer, printer, designer, distributor, importer, exporter, whole seller, retailer, improver, job worker, agent, broker, factory, stockiest, consultant, collaborator, commission agent in all kinds of textile goods, allied products, by products and substitute for all or any of them and to treat and to treat and utilize any waste arising from any such manufacture, production o process and converters of synthetic, artificial and natural and fiber glass into material like clothes, tapes, ropes, yarns, twins and such other article as may be conveniently produced or manufactured inclusive decorative and machine made readymade garments and all other articles and to trade and invest in agricultural products and byproducts, homemade products and services, precious metal, stones, jewellery and real states activities and to trade, invest deal, manufacturing and distribution in any manner in all kinds of activities and to trade, goods, services, shares, securities and chattels, to act as a money monger, borrower, advisor, consult in such manner as the company shall think fit and to engage in dissemination of information in all aspect of business, organizations and industries in India and to do advise upon the means and methods for extending and developing system or process relating to production, storage, distribution, marketing and security of order for sale of goods in India and abroad and/or relating to the rendering of services of any other business as the company shall think fit. Note -1 SIGNIFICANT ACCOUNTING POLICIES 1.1 Basis of preparation of financial statements 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. 1.2 Going Concern Assumption The financial statements are prepared assuming entity will be able to continue its operation in near foreseeable future and there is no material circumstances casting doubt over going concern ability of company and neither management intends to liquidate its operation. 1.3 Use of estimates The preparation of the financial statements in conformity with GAAP requires the Management to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to contingent liabilities as at the date of the financial statements and reported amounts of income and expenses during the period.

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Accounting estimates could change from period to period. Actual results could differ from those estimates. Appropriate changes in estimates are made as the Management becomes aware of changes in circumstances surrounding the estimates. Changes in estimates are reflected in the financial statements in the period in which changes are made and, if material, their effects are disclosed in the notes to the financial statements. 1.4 Inventories The Securities held as stocks-in-trade under current assets are valued at cost or market value whichever is lower. Market value of which, current market price as at balance sheet date is considered for valuation purpose for listed securities. 1.5 Revenue recognition Revenue are recognized and expenses are accounted on accrues basis with necessary provisions for all known liabilities and losses. Revenue is recognized to the extent it is realizable whoever it is uncertainty in the ultimate collection. Revenue from sale of Product is recognized when goods has transferred to the buyer the property in the goods for a price or all significant risks and rewards of ownership have been transferred to the buyer and the seller retains no effective control of the goods transferred to a degree usually associated with ownership. Interest is recognized using the time-proportion method, based on rates implicit in the transaction. Dividend income is recognized when the Company's right to receive dividend is established. 1.6 Tangible assets and capital work-in-progress Tangible assets are stated at cost, less accumulated depreciation and impairment, if any. 1.7 Depreciation and amortization Depreciation on tangible assets is provided on the straight-line method over the useful lives of assets estimated by the Management. 1.8Taxation Income–tax expenses comprise current tax and deferred tax charge or credit. The Deferred tax asset and deferred tax liability is calculated by applying tax rate and Tax laws that have been enacted or substantially enacted by the Balance Sheet date. Deferred tax Assets arising mainly on account of brought forward losses And unabsorbed depreciation under tax laws, are recognized, only if there is a Virtual certainty of its realization, supported by convincing evidence. Deferred tax Liability on account of other timing differences is recognized only to the extent. As per explained by management there is a no reasonable certainty of its realization, so AS-22 not applied.

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1.9Earnings per share The earnings considered in ascertaining the Company’s EPS are computed as per Accounting Standard 20 on “Earning Per Share” Basic earnings per share are computed by dividing the net profit after tax by the weighted average number of equity shares outstanding during the period. Diluted earnings per share is computed by dividing the profit after tax by the weighted average number of equity shares considered for deriving basic earnings per share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. The diluted potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value which is the average market value of the outstanding shares. 1.10Cash and cash equivalents Cash and cash equivalents comprise cash and cash on deposit with banks and corporations. The Company considers all highly liquid investments with a remaining maturity at the date of purchase of three months or less and that are readily convertible to known amounts of cash to be cash equivalents. 1.11Cash Flow Statement Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated

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NOTES FORMING PART OF FINANCIAL STATEMENTS

Amount in Rs.

NOTE- 2 As at 31st March, 2017

As at 31st March, 2016

SHARE CAPITALAUTHORISED

215,500,000 Equity Share of Rs. 1/‑ each 212,500,000 212,500,000

212,500,000 212,500,000

ISSUED, SUBSCRIBED AND PAID UP

212,490,000 Equity Share of Rs. 1/‑ each 212,490,000 212,490,000

TOTAL 212,490,000 212,490,000

Number of Shares

Amount (Rs.) Number of Shares

Amount (Rs.)

Equity shares with voting rights

Equity SharesAt the beginning of the year 212,490,000 212,490,000 212,490,000 212,490,000 Bonus issue during the year ‑ ‑ ‑ ‑ Outstanding at the end of year 212,490,000 212,490,000 212,490,000 212,490,000

Right, preferences and restrictions attached to Equity Shares.

Particulars

As at 31st March, 2016As at 31st March, 2017(i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

The compoany has one class of Equity share having a par value of . Rs. 1/‑ per share. Each shareholder is elegible for one vote per share held. In the event of liquidation, the equity shareholders are elegible to receiving remaining assets of the Company after distribution of all preferentail amounts, in proportion to their shareholding.

Number of shares held

% holding in that class of

shares

Number of shares held

% holding in that class of

shares

Equity shares with voting rightsNil

Total - - - -

(ii) Details of shares held by each shareholder holding more than 5% shares:

Class of shares / Name of shareholder

As at 31 March, 2016As at 31 March, 2017

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RESERVE AND SURPLUS:

(a) Surplus/(Deficit) in Statement of profit and Loss Opening Balance (22,551,789) (11,268,540) Less: Adjustment relating to Fixed Assets - (1,784) Add: Profit/ (Loss) for the Year 643,912 (11,281,465) Closing Balance (21,907,878) (22,551,789)

TOTAL (21,907,878) (22,551,789)



Deferred Tax LabilityDeferred Tax Lability 3,796 3,796

TOTAL 3,796 3,796



TRADE PAYABLESTrade Payables

For Goods 24,985,701 ‑ For Expenses 80,404 169,547

TOTAL 25,066,105 169,547



Short Term ProvisionProvision for Income Tax 151,480 ‑

TOTAL 151,480 -

Descriptions As at Addittions Deduction As at 31st As at For the Deduction As at 31st As at 31st As at 31st April 1st during during March April 1, year during March March March

2016 the year the year 2017 2016 the year 2017 2017 2016Tangible AssetsFurniture 63,000 - - 63,000 63,000 - - 63,000 - - Computer 23,680 - - 23,680 82 14,956 - 15,038 8,642 23,598 HP Printer 11,000 - - 11,000 1,338 1,784 - 3,122 7,878 9,662 TOTAL 97,680 - - 97,680 64,420 16,740 - 81,160 16,520 33,260

Gross Block Depreciation Net Block

NOTE "7" : FIXED ASSETSAmount in Rs.

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TOYAM INDUSTRIES LIMITED

(Formerly Ojas Asset Reconstruction Company Limited)




InventoryShares 2,104,518 14,220,494

TOTAL 2,104,518 14,220,494



Trade Receivables Unsecured -Considered Good :- Debts outstanding for a period less than six months 34,350,346 1,299

TOTAL 34,350,346 1,299

NOTE- 10 As at March 31, 2017 As at March 31, 2016

CASH & CASH EQUIVALENTSCash and cash equivalents a) Cash on Hand 640,970 356,937 b) Balance in account with scheduled banks 5,055,479 3,746,405

TOTAL 5,696,449 4,103,342

NOTE- 11 As at March 31, 2017 As at March 31, 2016

SHORT TERM LOANS & ADVANCES Unsecured Considered Good

a) Loans & Advances to Others 171,147,362 170,438,500 b) Deposits 100,000 100,000 c) Balances with government authorities 2,388,308 1,214,658

TOTAL 173,635,670 171,753,158

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NOTE- 12 2016-17 2015-16

REVENUE FROM OPERATIONSSale of Commodities (Fabric) 155,390,656 104,436,360 Sale of Commodities (Agro) 65,572,528 2,368,000 Less: Returns ‑ 28,668,472 Net Commodity Sales 220,963,184 78,135,888 Share Sale 55,201,651 205,009 Interest Income 17,507,190 13,244,873 Profit & Loss on Derivative Transaction ‑ (8,752,238) TOTAL 293,672,025 82,833,533

NOTE- 13 2016-17 2015-16

OTHER INCOMEDividend Income 6,025 107,545 Interest on Income Tax Refund 84,839 ‑ Interest on Autosweep Deposits 12,779 16,298

TOTAL 103,643 123,843

NOTE- 14 2016-17 2015-16

Purchase made during the yearAgro Commodities 78,652,476 3,382,000 Fabric Commodities 172,823,948 75,830,005 Shares 25,937,235 ‑ Loss on Commodities Transaction ‑ 4,964,311

TOTAL 277,413,659 84,176,316

NOTE- 15 2016-17 2015-16

Change in InventoryOpening Stocks

Shares 14,220,494 21,700,952 Less: Closing Stocks

Shares 2,104,518 14,220,494

Change in Inventories ‑ Shares 12,115,976 7,480,458

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NOTE- 16 2016-17 2015-16

Employee CostSalary and Wages 470,985 625,585 Directors Remunration 482,536 426,610 Staff Welfare Expenses 23,850 47,891 TOTAL 977,371 1,100,086

NOTE-17 2016-17 2015-16

OTHER OPERATING EXPENSESAdvertisement Expenses 47,744 56,947 Audit Fees 85,921 89,343 Bank Charges 904 19,834 Brokerage & Commission 4,900 9,478 Conveyance 13,500 30,590 Corporate Action/Processing Fees 50,000 36,959 Custody Fees ‑ 192,570 Electricity expenses 6,480 3,765 Interest on TDS ‑ 493 Legal & Professional Charges 203,610 102,937 Listing Fees 263,483 281,970 Other Office Expenses 12,314 9,630 Other Transaction Charges 183,919 57,400 Postage & Telegram 18,460 ‑ Printing & Stationery 37,153 20,113 Rent, Rates & Taxes 241,078 212,500 ROC Fees 48,000 64,000 Stamp Duty ‑ 110 Sundry Balance Write off 1,094 (22) Telephone Expenses 6,902 6,295 Transportation Expenses 222,733 266,000 Computer Exp 27,000 ‑ Share Transfer Charges 277,980 ‑ Service Tax 116,271 ‑ Penalty 11,450 ‑ Loading & Unloading Charges 93,570 5,096 Warehousing Storage Charges 134,006 10,755.81 Clearing & Forwarding Charges 33,734 ‑ Godown Charges & Rent 200,000 ‑ Income/loss from Operation 114,324

TOTAL 2,456,530 1,476,764

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NOTE 18

Segment ReportingIdentification of Segments :A)

B)

Sr. No PARTICULARS

2016-17 2015-16Audited Audited

1 Segment Revenue(a) Income Commodity Business 2,209.63 781.36 (b) Income From Finance Business 727.09 46.98 (c) Other Income Total Income from Operation 2,936.72 828.34

Less: Inter Segment Revenue -

Net sales/Income From Operations 2,936.72 828.34

2 Segment Results - Profit/ Loss Before Tax and Interest from Each Segment(a) Segment- Commodity Business (305.13) (10.76) (b) Segment- Finance Business** 346.56 (77.47) Total 41.42 (88.23) Less: (i) Interest (ii) Other Un-allocable Expenditure 34.51 25.78 Add: (iii) Un-allocable income 1.04 - Total Profit Before Tax 7.95 (114.02)

3 Capital Employed(Segment Assts-Segment Liabilities)(a) Commodity Business 93.65 - (b) Finance Business 1,812.21 1,899.38 Total Capital Employed 1,905.86 1,899.38

**Refer Pera of other matter of report of Independent auditor's opinion

The Companie's operating business are organised and managed saparately according to the nature of business, with each segment representing a stretegic business unit that offers different product in different market. The company has identified two business segment- advancing loans/trading of shares and commodity busines.

In the context of Accounting Standard issued by institute of chartered accountant of india, Company has identified business segment as the primary segment for the purpose of disclosure.

Year Ended

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Note 19Related Party Transactions

CURRENT YEARName Nature of Relation

A. Corporate NA

B. Non Corporate1. Beena Vijay Agrawal Promoter2. Vijaykumar Nandlal Agrawal Promoter

Key Managerial PersonMr. Tejas Vinodrai Hingu Whole Time DirectorMr. Shoubhanbabu Mandulla Company Secretary (Resigned w.e.f. 11/08/2016)Ms. Dimple Rathod CFO and Director (Resigned w.e.f. 10/10/2016)Ms. Amruta Vishwas Shigwan CFO and DirectorMr. Rohit Deshpande Company Secretary (Resigned w.e.f. 25/01/2017)Mr. Ketan Vyas Company Secretary

List Of Related Parties

PREVIOUS YEARName Nature of Relation

A. Corporate NA

B. Non Corporate1. Beena Vijay Agrawal Promoter2. Vijaykumar Nandlal Agrawal Promoter

Key Managerial PersonMr. Tejas Vinodrai Hingu Whole Time DirectorMr. Shobhanbabu Mandulla Company SecretaryMs. Dimple Rathod CFO and Director

Ralated Party 2016-17 2015-16Salaries and Other Employee Benefit Mr. Tejas Vinodrai Hingu 313,416 314,508 Ms. Dimple Rathod 88,500 88,597 Mr. Shobhanbabu Mandulla 66,039 1,935 Ms. Amruta Vishwas Shigwan 67,200 -Mr. Rohit Deshpande 8133 -Mr. Ketan Vyas 63751 -

1. The compensation details of key management personnel as defined under Accounting Standard (AS) 18, ‘Related partydisclosures’, which comprise directors and executive officers are as follows :

2. Loans given and takenRalated Party 2016-17 2015-16

Mr. Tejas Vinodrai Hingu - 35,000

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NOTE – 20

Earnings per Share

In compliance of Accounting Standard ‑20 on “Earning per Share “issued by The Institute of Chartered

Accountants of India, the computation of Earnings per share is as under.

Particular 2016-17 2015-16

Net Profit/(loss) After Tax 6,43,912 (1,12,81,465) Basic Number of Shares 21,24,90,000 2,12,49,000 Diluted Number of Shares 21,24,90,000 2,12,49,000 Nominal Value per Equity share ( ) 1/- 10/- Earnings Per Share Basic ( ) 0.003 (0.53) Earnings Per Share Diluted ( ) 0.003 (0.53)

NOTE- 21

Contingent Liabilities

In compliance of the accounting Standard -29 on Provisions, Contingent Liabilities and Contingent Assets, there are no such contingent liabilities (other than as below) as therefore no provision for contingent liabilities provided during the year:

The demand was raised by the jurisdictional assessing officer of the Income Tax Authorities u/s u/s 143(3) of the Income Tax Act, 1961 of Rs. 42,070/- for the assessment year 2010-11.

NOTE- 22

In the opinion of the Board, the Current Assets, Loans and Advances have a value on realization In the ordinary course of business at least equal to the amount which they are stated in the Balance Sheet and provision for all known and determined liabilities is adequate and not in Excess of amount reasonably required. Further all balances are subject to confirmation to the extent available on records. However, as per management representation all loans and advances given are scheduled as short term basis and subject to loan agreements.

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NOTE- 23

The Company has inventories of Quoted securities and it’s devaluation as below,

Particular Closing Balance Devaluation

Amount Quantity Cost Value

Greaves 1,215 202,430 202,430 0

Majesco Limited 2133 733236 712422 20,814

Moryo

Industries

Limited 25839 5684122 0 5,684,122

SelanExploratio

n 2,185 399,275 380,409 18,867

Shreyas

Shipping 1945 569611 569611 0

Tilak Finance

Ltd. 141,801 1,353,646 239,644 1,114,002

Total (68,37,804)

NOTE- 24 DISCLOSURES ON SPECIFIED BANK NOTES:

During the year, company had specified bank notes or other denomination notes as defined in the MCA notification G.S.R. 308(E), dated March31, 2017. The details of SBNs held and transacted during the period from November 8th, 2016 to December 30th, 2016, the denomination wise SBNs and other notes as per the notification as follow:

Particulars

SBNs Other Denomination

Note

Total

Amount Amount Amount

Closing Cash in Hand as on 08/11/2016 0.00 5,42,249.00 5,42,249.00

Permitted Received 0.00 50,000.00 50,000.00 Permitted Payment 0.00 15,425.00 15,425.00 Amount Deposited in Bank 0.00 0.00 0.00 Closing Cash in Hand as on 30/12/2016 0.00 5,76,824.00 5,76,824.00

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NOTE- 25 Other Notes

Previous year’s figures have been regrouped, rearranged and reclassified wherever necessary to conform to the current’s classification/ presentation.

Figures have been rounded off to nearest rupee.

Employee benefits - Provision for retirement benefits to employees was not provided on accrual basis, which is not in conformity with Accounting Standard-15 issued by ICAI and the amount has not been quantified because actuarial valuation report is not available. However, in the opinion of the management the amount involved is negligible and has no material impact on the Profit & Loss Account

As per information available with the Company, none of the creditors has confirmed that they are registered under the Micro, Small and Medium enterprises Development Act, 2006

For R. Soni & Co For and behalf of Board of Directors Chartered Accountants FRN: 130349W

Sd/- Sd/- Sd/- CA Rajesh Soni Moh. Ali B Rajabali Amruta V Shigwan Partner Chairman & M.D. CFO & Director Membership No. 133240 DIN: 01976253 DIN: 07632255

Sd/- Sd/- Place: Mumbai Aseem S Merchant Ketan Vyas Date: 27.05.2017 CEO Company Secretary

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TOYAM INDUSTRIES LIMITED [Formerly Ojas Asset Reconstruction Company Limited]

Registered Office: 503, Shri Krishna Building, Opp. Laxmi Industrial Estate, Link Road, Andheri West, Mumbai (MH)-400053

CIN: L74110MH1985PLC285384 Website: www.toyamindustries.com

Email: [email protected]; [email protected] Contact No.: 022-60602489/64646430

NOTICE IS HEREBY GIVEN THAT THE 32NDANNUAL GENERAL MEETING OF TOYAM INDUSTRIES LIMITED WILL BE HELD ON TUESDAY, 26TH SEPTEMBER, 2017 AT 02:00 P.M. AT KIL SPORTS CAFE, COTTEGE NO. 17, ARAMNAGAR PART 1, J.P. ROAD, VERSOVA, ANDHERI (WEST), MUMBAI (MH)-400061,TO TRANSACT THE FOLLOWING BUSINESS:

ORDINARY BUSINESS

1. To consider and adopt the Audited FinancialStatements of the Company for the FinancialYear ended on 31st March, 2017 and thereports of the Board of Director’s and theAuditor’s thereon.

2. To appoint a director in place of Mr. TejasVinodrai Hingu (DIN: 06936684) whoretires by rotation and being eligible offershimself for re-appointment.

3. Re-appointment of M/s R. Soni & Co.,Chartered Accountant (FRN: 130349W)as Statutory Auditor for the FinancialYear 2017-18

To consider and if thought fit, to pass thefollowing resolution as an OrdinaryResolution:

“RESOLVED THAT pursuant to theprovisions of Section 139 of the CompaniesAct, 2013 and the Rules made thereunder,M/s R. Soni & Co., Chartered Accountants(FRN: 130349W), be and are hereby re-appointed as the Statutory Auditors of the

Company to hold office from the conclusion of this 32nd Annual General Meeting to the conclusion of 33rd Annual General Meeting and that the Board of Directors be and are hereby authorized to fix remuneration in consultation with auditors.”

SPECIAL BUSINESS

4. Determination of fee for delivery of anydocuments through a particular mode toa member

To consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 20(2) and all other applicable provisions of the Companies Act, 2013 read with the Rules framed there under (including any statutory modification(s) or re-enactment thereof, for the time being in force), consent of the members be and is hereby given to the Board of Directors of the Company (the ‘Board’ which term shall include its Committee(s) constituted / to be constituted by it to exercise its powers including the powers conferred by this resolution) to levy amount of Rs. 25/- (Rupees Twenty Five Only) per such document as a fee to member to enable recovery of expenses incurred by the Company

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towards complying with such request for delivery of any documents through a particular mode;

RESOLVED FURTHER THAT the estimated fees for delivery of the document shall be paid by the member in advance to the Company, before dispatch of such document;

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors and Key Managerial Personnel of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as they may in their absolute discretion deem necessary, proper, desirable or expedient and to settle any question, difficulty, or doubt that may arise in respect of the matter aforesaid, including determination of the estimated fees for delivery of the document to be paid in advance.”

5. Regularisation of Mr. William JosephDaly (DIN: 07842070) as ExecutiveDirector of the Company

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT Mr. William Joseph Daly (DIN: 07842070), who was appointed as an Additional Director by the Board of Directors at its meeting held on 19th June, 2017, who holds office upto the date of this Annual General Meeting and in respect of whom the Company has received a notice under section 160 of the Companies Act, 2013 proposing his candidature for directorship of the Company, be and is hereby appointed as a Director of the Company, liable to retire by rotation;

RESOLVED FURTHER THAT Board of Directors of the Company be and is hereby authorized to do needful to give effect to this resolution.”

6. Regularisation of Mr. Sajjad RajabaliJaffer (DIN: 07842072) as ExecutiveDirector of the Company


“RESOLVED THAT Mr. Sajjad Rajabali Jaffer (DIN: 07842072), who was appointed as an Additional Director by the Board of Directors at its meeting held on 19th June, 2017, who holds office upto the date of this Annual General Meeting and in respect of whom the Company has received a notice under section 160 of the Companies Act, 2013 proposing his candidature for directorship of the Company, be and is hereby appointed as a Director of the Company, liable to retire by rotation;


7. Appointment of Mr. Mayank Kathed(DIN:07742376) as Non ExecutiveIndependent Director


“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and any other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being inforce) read with Schedule IV to the Companies Act, 2013 and pursuant to Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Mr. Mayank Kathed (DIN: 07742367) who was appointed as an additional director of the Company by the Board of Directors with effect from 06th March, 2017, in terms of section 161(1) of the Companies Act, 2013 and whose term of office expires at the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member under section 160 of the Companies Act, 2013, proposing the candidature of Mr. Mayank Kathed (DIN: 07742376) for the office of director, be and is hereby appointed as an Independent Director of the Company for 5 consecutive years i.e. from 6th March, 2017 to 05th March, 2022 with the period of office not liable to retire by rotation.”

8. Appointment of Mr. Kailash TilkooYadav (DIN:00628363) as Non ExecutiveIndependent Director

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“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and any other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being inforce) read with Schedule IV to the Companies Act, 2013 and pursuant to Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015, Mr. Kailash Tilkoo Yadav (DIN: 00628363) who was appointed as an additional director of the Company by the Board of Directors with effect from 28th April, 2017, in terms of section 161(1) of the Companies Act, 2013 and whose term of office expires at the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member under section 160 of the Companies Act, 2013, proposing the candidature of Mr. Kailash Tilkoo Yadav (DIN: 00628363) for the office of director, be and is hereby appointed as an Independent Director of theCompany for 5 consecutive years i.e. from 28th April, 2017 to 27th April, 2022 with the period of office not liable to retire by rotation;


9. Appointment of Ms. Chandni IshwerlalSolanki (DIN:07873950) as Non ExecutiveIndependent Director


“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and any other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being inforce) read with Schedule IV to the Companies Act, 2013 and pursuant to Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015,Ms. Chandni Ishwerlal Solanki (DIN: 07873950) who was appointed as an additional director of the Company by the Board of Directors with effect from

24th August, 2017, in terms of section 161(1) of the Companies Act, 2013 and whose term of office expires at the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member under section 160 of the Companies Act, 2013, proposing the candidature of Ms. Chandni Ishwerlal Solanki (DIN: 07873950) for the office of director, be and is hereby appointed as an Independent Director of the Company for 5 consecutive years i.e. from 24th August, 2017 to 23rd August, 2022 with the period of office not liable to retire by rotation;


10. Appointment of Mr. Mohammed AliBudhwani Rajabali (DIN: 01976253) asExecutive Chairman and ManagingDirector of the Company


“RESOLVED THAT pursuant to recommendation of the Board Governance, Nomination and Remuneration Committee, and approval of the Board and subject to the provisions of Sections 196, 197, 198, 203 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification or re-enactment thereof) read with Schedule- V of the Companies Act, 2013 and Articles of Association of the Company, approval of the members of the Company be and is hereby accorded to the appointment of Mr. Mohammed Ali Budhwani Rajabali (DIN: 01976253), as Executive Chairman and Managing Director (designated as “Executive Chairman”) of the Company with effect from 28th April, 2017 to 27th April, 2022, as well as the payment of salary, commission and perquisites (hereinafter referred to as “remuneration”), upon the terms and conditions as detailed in the explanatory statement attached hereto, which is hereby approved and sanctioned with authority to the Board of Directors to alter and vary the terms and conditions of the said appointment and / or agreement in such manner as may be agreed to between the Board of Directors and Mr. Mohammed

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Ali Budhwani Rajabali;

RESOLVED FURTHER THAT the Board of directors of the company be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments, and writings as may be required to give effect to the aforesaid resolution.”

11. Insertion of Article 121A in Articles ofAssociation of the Company

To consider and, if thought fit, to pass, with or without modification, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any of the Companies Act, 2013 and any rules framed there under and subject to such approvals, consents, permissions and sanctions as may be necessary from the appropriate authorities or bodies, the existing Articles of Association of the Company be altered as set out below: ARTICLE 121A: Rotation and Retirement of Directors:

i. Subject to the provisions of Section 152 of theAct at every Annual General Meeting, One-thirdof such of the Directors for the time being as areliable to retire by rotation, or if their number isnot three or a multiple of three, then the numbernearest to one-third, shall retire from office.

ii. The Directors to retire by rotation at everyAnnual General Meeting shall be those whohave been longest in office since their lastappointment, but as between persons whobecome Directors on the same day, those whoare to retire shall, in default of and subject toany agreement among themselves, bedetermined by lot. A retiring Director shall beeligible for re-election.

iii. A Managing or Whole Time Director shall beliable to retirement by rotation. He/she shall,however, be subject to the same provisions as toresignation and removal as are applicable to theother Directors. He shall not cease to be aManaging or Whole Time Director if he/sheretires rotation under the provisions of theCompanies Act 2013 at any Annual GeneralMeeting and shall be reappointed as a Directorat the same meeting.

iv. At the Annual General Meeting at which aDirector retires as aforesaid, the Company mayfill up the vacancy by appointing the retiringDirector or some other person thereto.

v. If the place of the retiring Director is not sofilled up and the meeting has not expresslyresolved not to fill the vacancy, the meetingshall stand adjourned till the same day in thenext week, at the same time and place, or if thatday is a National Holiday, till the nextsucceeding day which is not a holiday, at thesame time and place. If at the adjourned meetingalso, the place of the retiring Director is notfilled up and that meeting also has not expresslyresolved not to fill the vacancy, the retiringDirector shall be deemed to have been re- appointed at the adjourned meeting unless :-

(a) At the meeting or at the previousmeeting a resolution for thereappointment of such Director hasbeen put to the meeting and lost;

(b) The retiring Director has, by a notice inwriting addressed to the Company orits Board of Directors, expressed hisunwillingness to be so re-appointed;

(c) He is not qualified or is disqualified forappointment; A resolution, whetherspecial or ordinary, is required for hisappointment or re-appointment byvirtue of any provisions of the saidAct;

RESOLVED FURTHER THAT the Article 121A of the Articles of Association of the Company be inserted after the article 121thereof;

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, usual, proper or expedient to give effect to these resolutions without being required to seek any further consent or approval of members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

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12. Approval of Scheme of loan to ManagingDirector/Whole Time Director of theCompany

To consider and, if thought fit, to pass, with or without modification, the following resolution as a Special Resolution:

RESOLVED THAT subject to provisions of Section 185 read with rules made thereunder and any other applicable provisions of Companies Act, 2013, if any, SEBI (Listing obligation and Disclosure Requirements) Regulations, 2015 including any statutory amendment(s) or modification(s) thereto and subject to Nomination & Remuneration Policy of the Company, the consent and approval of the members be and is hereby accorded to confirm and accept the scheme of loan to Managing Director/Whole Time Director of the Company;

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is

hereby authorized toratify any loans given earlier and to finalize, sanction and disburse the loans to Managing Director/whole-time director, and also to delegateall or any of the above powers to any one Director of the Company and generally to do all acts, deeds and things that maybe necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution;

RESOLVED FURTHER THAT the Board be and is hereby authorised to take such steps as may be necessary and to do all such acts, deeds and things as may be necessary, proper, or expedient to give effect to this resolution including to modify, accept and give effect to any modifications in the terms and conditions of the matter(s) as may be required by the statutory,regulatory and other appropriate authorities.”

By order of the Board of Directors

Sd/- Place: Mumbai Ketan Vyas Date: 24/08/2017 Company Secretary & Compliance officer

[M. NO.: A48942]

Toyam Industries Limited [Formerly Ojas Asset Reconstruction Company Limited]

Registered Office: 503, Shri Krishna Building, OppLaxmi Industry, Link Road,Andheri West,Mumbai (MH)-400053 CIN:L74110MH1985PLC285384 Website:www.toyamindustries.com Email: [email protected]; [email protected] Contact No.: 022-60602489/64646430

NOTE: Company has shifted its registered office vide Board Meeting dated 24/08/2017 from G-29. Sej Plaza, Near Nutan School, Marve Road, Malad (W), Mumbai-400064 to 503, Shri Krishna Building, OppLaxmi Industry, Link Road, Andheri West, Mumbai (MH)-400053.

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NOTES:

1. MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TOAPPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEEDNOT BE A MEMBER OF THE COMPANY. IN ORDER TO BE EFFECTIVE THE INSTRUMENTAPPOINTING PROXY MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THECOMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THEMEETING. A BLANK PROXY FORM (MGT-11) IS ENCLOSED.

2. A person can act as a proxy on behalf of members not exceeding fifty in number and holding in theaggregate not more than ten percent of the total share capital of the Company carrying voting rights. Amember holding more than ten percent of the total share capital of the Company carrying voting rights mayappoint a single person as a proxy and such person shall not act as a proxy for any other person orshareholder.

3. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 relating to the Special Businessto be transacted at the meeting is annexed hereto.

4. Additional information Pursuant to Regulation 36(3) of SEBI (Listing Obligation and DisclosureRequirements) Regulations, 2015 in respect of director seeking reappointment as mentioned under item no.5 to 10 contained in the notice of Annual General Meeting is provided hereunder. The said Director hasfurnished necessary content/ declarations for their appointment. Further, all the Independent Directors haveaffirmed that they meet the requirements specified under Regulation 16 (1) (b) SEBI (listing Obligation andDisclosure Requirements) Regulations, 2015 in respect of their position as an “Independent Director” of theCompany.

5. Members attending the meeting are requested to bring with them the Attendance Slip attached to theAnnual Report duly filled in and signed and handover the same at the entrance of place of the meeting.Proxy/representative of a member should mark on the Attendance Slip as “Proxy” or “Representative” asthe case may be.

6. Members who hold shares in dematerialized mode are requested to intimate any changes pertaining withtheir bank account details, ECS mandates, nominations, power of attorney, change of address/name etc. totheir Depository Participant only and not to the Company’s Registrar & Share Transfer Agent. Changesintimated to the Depository Participant will then be automatically reflected in the Company’s recordswhich will help the Company and its Registrar & Share Transfer Agent to provide efficient and betterservice to the members.

7. Members holding shares in physical form are requested to intimate all changes pertaining to their bankdetails, ECS mandates, nominations, power of attorney, change of address/ name etc. to the Company’sRegistrar & Share Transfer Agent quoting their registered folio number.

8. Members desirous of having any information regarding accounts are requested to send their queries at theregistered office of the Company at least seven days before the date of the meeting so that the requisiteinformation is made available at the meeting.

9. Copies of the Annual Report will not be distributed at the Annual General Meeting. Members are requestedto bring their copies to the meeting.

10. Members who have not registered their e-mail addresses so far are requested to register their e-mail addressfor receiving all communications including Annual Report, Notices, and Circulars etc. from the Companyelectronically.

11. Relevant documents referred to in the accompanying notice and the explanatory statements are open forinspection by the members at the registered office of the Company during the office hours on all workingdays up to the date of the AGM.

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12. Voting through electronic means

In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and the Companies (Management and Administration) Rules, 2014, as amended and Regulation 31(1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Company is pleased to provide to its members facility to exercise their right to vote on resolutions proposed to be passed in the Meeting by electronic means.

The members may cast their votes using an electronic voting system from a place other than the venue of the Meeting (‘remote e-voting’).

The facility for voting through ballot paper will also be made available at the Annual General Meeting (AGM) and the members attending the AGM who have not already cast their votes by remote e-voting shall be able to exercise their right at the AGM through ballot paper. Members who have cast their votes by remote e-voting prior to the AGM may attend the AGM but shall not be entitled to cast their votes again. The instructions for e-voting are given below.

The remote e-voting period commences on Tuesday, 23rd September, 2017 (10:00 A.M.) and ends on Monday, 25th September, 2017 (5:00 P.M.). During this period members’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Tuesday, 19th September, 2017, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on aresolution is cast by the member, the member shall not be allowed to change it subsequently.

Pursuant to regulation 42 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with Section 91 of the Companies Act, 2013 the Registers of Members and Share Transfer Book of the Company will be closed from Saturday, 23/09/2017 to Tuesday, 26/09/2017 (Both days Inclusive).

Annual Report for the Financial Year 2016-17 including Notice of Annual General Meeting is also available on the website of the Company i.e. www.toyamindustries.com .

Instructions and other information relating to remote e-voting are as under:

A. In case a Member receives an email from NSDL [for members whose email IDs are registered with theCompany/Depository Participants(s)] :

i. Open email and open PDF file viz; “remote e-voting.pdf” with your Client ID or Folio No. aspassword. The said PDF file contains your user ID and password/PIN for remote e-voting. Pleasenote that the password is an initial password.

ii. Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/iii. Click on Shareholder – Loginiv. Put user ID and password as initial password/PIN noted in step (i) above. Click Login.v. Password change menu appears. Change the password/PIN with new password of your choice

with minimum 8 digits/characters or combination thereof. Note new password. It is stronglyrecommended not to share your password with any other person and take utmost care to keep yourpassword confidential.

vi. Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.vii. Select “EVEN-107430” of “TOYAM INDUSTRIES LIMITED”.

viii. Now you are ready for remote e-voting as Cast Vote page opens.ix. Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when

prompted.x. Upon confirmation, the message “Vote cast successfully” will be displayed.

xi. Once you have voted on the resolution, you will not be allowed to modify your vote.xii. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned

copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. together with

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attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to [email protected] a copy marked to [email protected]

B. In case a Member receives physical copy of the Notice of 32ndAGM [for members whose email IDs are notregistered with the Company/Depository Participants(s) or requesting physical copy] :

(i) Initial password is provided as below/at the bottom of the Attendance Slip for the AGM) :(ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote.

In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990.If you are already registered with NSDL for remote e-voting then you can use your existing user ID andpassword/PIN for casting your vote.You can also update your mobile number and e-mail id in the user profile details of the folio which may be used forsending future communication(s).The voting rights of members shall be in proportion to their shares of the paid up equity share capital of theCompany as on the cut-off date of Tuesday, 19th September, 2017.Any person, who acquires shares of the Company and become member of the Company after dispatch of the noticeand holding shares as of the cut-off date i.e. Tuesday, 19th September, 2017., may obtain the login ID and passwordby sending a request at [email protected] or Issuer/RTA.

However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password” option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.

A member may participate in the 32ndAGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the AGM.

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 only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.

Mr. Rajesh Soni, Chartered Accountant and Partner M/s. R. Soni & Co., Chartered Accountants (FRN:130394) has been appointed for as the Scrutinizer for providing facility to the members of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner.

The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of “remote e-voting” or “Ballot Paper” or “Poling Paper” for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility. NOTE: The Facility for Voting shall be decided by the company i.e. “remote e-voting” or “Ballot Paper” or “Poling Paper”

The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company i.e. www.toyamindustries.com and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Limited, Mumbai and Metropolitan Stock Exchange of India Limited (MSEI).

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ANNEXURE TO THE NOTICE EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIESACT, 2013

ITEM NO.: 4

Section 20 of the Companies Act, 2013 read with Rule 35 of the Companies (Incorporation) Rules, 2014 provides the mode of service of documents inter-alia to the members of the Company. Further, proviso to sub-section (2) of that Section states that where a member requests for delivery of any document through a particular mode, he shall pay such fees as may be determined by the company in its Annual General Meeting (‘AGM’).

Accordingly, approval of shareholders is sought, to authorize the Board of Directors to determine the fee to be charged from a member who requests delivery of any documents through a particular mode. The Board recommends the Ordinary Resolution set out at Item No. 4 of the Notice for approval by the shareholders.

None of the Directors / Key Managerial Personnel of the Company, or their relatives is in any way, concerned or interested, financially or otherwise, in this resolution.

ITEM NO.:5

Mr. William Joseph Daly (DIN: 07842070) was appointed as an Additional Director under executive category by the Board of Directors with effect from 19thJune, 2017 pursuant to Section 161 of the Companies Act, 2013. Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mr. William Joseph Daly (DIN: 07842070) will hold office up to the date of the ensuing Annual General Meeting. The Company has received a notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a member along with requisite deposit proposing the candidature of Mr. William Joseph Daly (DIN: 07842070) for the office of Executive Director, to be appointed as such under the provisions of Section 149 of the Companies Act, 2013. The Company has received from Mr. William Joseph Daly (DIN: 07842070) (i) consent in writing to act as director in Form DIR- 2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014, (ii) intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013. Mr. William Joseph Daly was the Chief Executive Officer of Ejadah Asset Management and a member of the Executive Board of Dubai Properties Group part of the Dubai Holding from 2004 to 2016.

He also served on the Tecom Investment & Risk Management Committee as well as non – executive member of Singania Wealth Management MENA region. Prior to this William was involved in asset management for both Goldman Sachs and JP Morgan London Office. He is the founder of Squared Investment Holding responsible for investment management services to various private sovereign offices throughout the MENA region. He established Squared Investment Holding as an international business trading platform across the EMEA & Asia Pacific regions focused on wealth management, mergers, acquisitions, joint ventures and partnerships. He has a bachelor’s degree in engineering and MBA in corporate finance. The matter regarding appointment of Mr. William Joseph Daly as an Additional Director was placed before the Nomination and Remuneration Committee and it has recommended his appointment. The resolution seeks the approval of members for the appointment of Mr. William Joseph Daly as an Executive Director of the Company pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and the Rules made there under. In the opinion of the Board of Directors, Mr. William Joseph Daly, the Executive Director proposed to be appointed, fulfils the conditions specified in the Act and the Rules made thereunder. The Board recommends the resolution set forth in Item no. 5 for the approval of the members.

No director, key managerial personnel or their relatives, except Mr. William Joseph Daly, to whom the resolution relates, is interested or concerned in the resolution.

ITEM NO.:6

Mr. Sajjad Rajabali Jaffer (DIN: 07842072) was appointed as an Additional Director under executive category by the Board of Directors with effect from 19th June, 2017 pursuant to Section 161 of the Companies Act, 2013. Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mr. Sajjad Rajabali Jaffer (DIN: 07842072) will hold office up to the date of the ensuing Annual General Meeting. The Company has received a notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a member along with requisite deposit proposing the candidature of Mr. Sajjad Rajabali Jaffer (DIN: 07842072) for the office of Executive Director, to be appointed as such under the provisions of Section 149 of the Companies Act, 2013. The Company has

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received from Mr. Sajjad Rajabali Jaffer (DIN: 07842072) (i) consent in writing to act as director in Form DIR- 2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014, (ii) intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013. Mr. Sajjad Rajabali Jaffer (DIN: 07842072)Global Operation and Relationship Executive: successful at building high-performance executive teams, with main objective of creating long lasting relationship strategies with P&L responsibility up to $900M. A proven visionary, with a clear sense of purpose and urgency when faced with diverse situational challenges during periods of declining sales, cost reduction, profitability or rapid growth. Skilled at establishing operational excellence within culturally diverse environments, translating conceptual models into specific growth strategies, and planning/executing multifaceted global business development campaigns designed to improve market share, gross revenue and EBITDA. Thrive on opportunities to drive people, processes and technology. Offer many years of international experience; have routinely traveled throughout the world and worked with marketing, manufacturing, call centers, outsourcing and product management teams. International projects include Germany, India, China, Malaysia, Singapore, Thailand, Philippines, UAE, East Africa, Guatemala, Middle East, Europe, Canada and England. The matter regarding appointment of Mr. Sajjad Rajabali Jaffer (DIN: 07842072)as an Additional Director was placed before the Nomination and Remuneration Committee and it has recommended his appointment. The resolution seeks the approval of members for the appointment of Mr. Sajjad Rajabali Jaffer (DIN: 07842072) as an Executive Director of the Company pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and the Rules made there under. In the opinion of the Board of Directors, Mr. Sajjad Rajabali Jaffer (DIN: 07842072), the Executive Director proposed to be appointed, fulfils the conditions specified in the Act and the Rules made thereunder. The Board recommends the resolution set forth in Item no. 6 for the approval of the members.

No director, key managerial personnel or their relatives, except Mr. Sajjad Rajabali Jaffer (DIN: 07842072), to whom the resolution relates, is interested or concerned in the resolution.

ITEM NO.:7

Mr. Mayank Kathed (DIN: 07742367) was appointed as an Additional Director (independent) by the Board of

Directors with effect from 06th March, 2017 pursuant to Section 161 of the Companies Act, 2013. Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mr. Mayank Kathed (DIN: 07742367) will hold office up to the date of the ensuing Annual General Meeting. The Company has received a notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a member along with requisite deposit proposing the candidature of Mr. Mayank Kathed (DIN: 07742367) for the office of Independent Director, to be appointed as such under the provisions of Section 149 of the Companies Act, 2013. The Company has received from Mr. Mayank Kathed (DIN: 07742367) (i) consent in writing to act as director in Form DIR- 2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014, (ii) intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013, and (iii) a declaration to the effect that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013. Mr. Mayank Kathed, aged 26 years, has graduated from DAVV University Indore (M.P.) and an Associate Member of Institute of Chartered Accountants of India (ICAI). He is having more than 4 years of professional experience. His core area of professional experience includes Financial Reporting, Statutory Audit, and Direct Taxation. The matter regarding appointment of Mr. Mayank Kathed as an Additional Director was placed before the Nomination and Remuneration Committee and it has recommended his appointment. The resolution seeks the approval of members for the appointment of Mr. Mayank Kathed as an Independent Director of the Company for a term of 5 consecutive years i.e. from 6th March, 2017 to 05th March, 2022 with the period of office not liable to retire by rotation, pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and the Rules made there under. He is not liable to retire by rotation. In the opinion of the Board of Directors, Mr. Mayank Kathed, the Independent Director proposed to be appointed, fulfils the conditions specified in the Act and the Rules made thereunder and he is independent of the Management. The Board recommends the resolution set forth in Item no. 7 for the approval of the members.

No director, key managerial personnel or their relatives, except Mr. Mayank Kathed (DIN: 07742367), to whom the resolution relates, is interested or concerned in the resolution.

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ITEM NO.:8

Mr. Kailash Tilkoo Yadav (DIN: 00628363) was appointed as an Additional Director (independent) by the Board of Directors with effect from 28thApril, 2017 pursuant to Section 161 of the Companies Act, 2013. Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mr. Kailash Tilkoo Yadav (DIN: 00628363) will hold office up to the date of the ensuing Annual General Meeting. The Company has received a notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a member along with requisite deposit proposing the candidature of Mr. Kailash Tilkoo Yadav (DIN: 00628363) for the office of Independent Director, to be appointed as such under the provisions of Section 149 of the Companies Act, 2013. The Company has received from Mr. Kailash Tilkoo Yadav (i) consent in writing to act as director in Form DIR- 2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014, (ii) intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013, and (iii) a declaration to the effect that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013. Mr. Kailash Tilkoo Yadav (DIN: 00628363) aged 44 years, is an Indian business magnate who is the managing director and Partner in various companies. He is a graduate in BA from Mumbai University, Mumbai, India and started his career at the age of 23 as a young Entrepreneur. He deals mainly in Trading and has a good technical knowledge, Self Confident, initiative and innovative. His ability to judge and decide quickly in the tough situations arising in the organization makes him different from ordinary people. The matter regarding appointment of Mr. Kailash Tilkoo Yadav (DIN: 00628363) as an Additional Director was placed before the Nomination and Remuneration Committee and it has recommended his appointment. The resolution seeks the approval of members for the appointment of Mr. Kailash Tilkoo Yadav (DIN: 00628363) as an Independent Director of the Company for 5 consecutive years i.e. from 28th April, 2017 to 27th April, 2022, pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and the Rules made there under. He is not liable to retire by rotation. In the opinion of the Board of Directors, Mr. Kailash Tilkoo Yadav, the Independent Director proposed to be appointed, fulfils the conditions specified in the Act and the Rules made thereunder and he is independent of the Management. The Board recommends the resolution set forth in Item no. 8 for the approval of the members.

No director, key managerial personnel or their relatives, except Mr. Kailash Tilkoo Yadav (DIN: 00628363), to whom the resolution relates, is interested or concerned in the resolution.

ITEM NO.:9

Ms. Chandni Ishwerlal Solanki (DIN: 07873950) was appointed as an Additional Director (independent) by the Board of Directors with effect from 24th August, 2017 pursuant to Section 161 of the Companies Act, 2013. Pursuant to the provisions of Section 161 of the Companies Act, 2013, Ms. Chandni Ishwerlal Solanki (DIN: 07873950) will hold office up to the date of the ensuing Annual General Meeting. The Company has received a notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a member along with requisite deposit proposing the candidature of Ms. Chandni Ishwerlal Solanki (DIN: 07873950)for the office of Independent Director, to be appointed as such under the provisions of Section 149 of the Companies Act, 2013. The Company has received from Ms. Chandni Ishwerlal Solanki (DIN: 07873950) (i) consent in writing to act as director in Form DIR- 2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014, (ii) intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013, and (iii) a declaration to the effect that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013. Ms. Chandni Ishwerlal Solanki, aged 28 years, has completed her higher studies from Dar Es Salaam, Tanzania and Computer studies from Institute of Information Technology (IIT), Tanzania. Her core are of experience includes Public relations, Staff Training, interior designing. She has also experience in the field of Corporate strategy, Major plans of Actions with good interpersonal communication skills and ability to lead the Company. The matter regarding appointment of Ms. Chandni Ishwerlal Solanki (DIN: 07873950) as an Additional Director was placed before the Nomination and Remuneration Committee and it has recommended his appointment. The resolution seeks the approval of members for the appointment of Ms. Chandni Ishwerlal Solanki (DIN: 07873950)as an Independent Director of the Company for 5 consecutive years i.e. from24th August, 2017 to 23rd August, 2022, pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and the Rules made there under. She is not liable to retire by rotation. In the opinion of the Board

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of Directors, Ms. Chandni Ishwerlal Solanki, the Independent Director proposed to be appointed, fulfils the conditions specified in the Act and the Rules made thereunder and she is independent of the Management. The Board recommends the resolution set forth in Item no. 9 for the approval of the members.

No director, key managerial personnel or their relatives, except Ms. Chandni Ishwerlal Solanki (DIN: 07873950), to whom the resolution relates, is interested or concerned in the resolution.

ITEM NO.:10

Mr. Mohammed Ali Budhwani Rajabali (DIN: 01976253) was appointed as an Managing Director by the Board of Directors with effect from 28th April, 2017 pursuant to Section 196 of the Companies Act, 2013. The Company has received from Mr. Mohammed Ali Budhwani Rajabali (DIN: 01976253) (i) consent in writing to act as Managing Director in Form DIR- 2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014, (ii) intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013. Mr. Mohammed Ali Budhwani Rajabali aged 37 years, is a Graduate. He has vast experience in entrepreneurial leadership and business development. His areas of expertise include strategic planning and matrix management. His association brings years of professional experience to facilitate operations and maximize growth.The matter regarding appointment of Mr. Mohammed Ali Budhwani Rajabali as an Managing Director was placed before the Nomination and Remuneration Committee and it has recommended his appointment. The resolution seeks the approval of members for the appointment of Mr. Mohammed Ali Budhwani Rajabali as Executive Chairman and Managing Director of the Company for a term up to 5 yearsfrom 28th April, 2017 to 27th April, 2022 pursuant to Section 196, 197 and Schedule V and other applicable provisions of the Companies Act, 2013 and the Rules made there under.

The details of remuneration payable to Mr. Mohammed Ali Budhwani Rajabali and the terms and conditions of the appointment are given below:

(a) Salary upto Rs.12,00,000/- (Rupees TwelveLakhs Only) per annum with such incrementsas may be decided by the Board subject to aceiling of Rs. 50,00,000/- (Rupees Fifty Lakhsonly) per annum.

(b) Commission: Such Remuneration by way ofcommission, in addition to the above salaryand perquisites calculated with reference to thenet profits of the Company in a particularfinancial year and as may be determined by theBoard of Directors of the Company, subject tothe overall ceilings stipulated under section197 of the Companies Act, 2013.

(c) Perquisites: The gross amount of salary ofManaging Director is including of 40% as avarious perquisites. As per mentioned list;

(i) Housing: The Company may providerent free furnished residentialaccommodation, with free gas,electricity and water as per Companypolicy. In case no accommodation isprovided by the Company, theExecutive Chairman shall be entitledto such house rent allowance as maybe decided by the Board of Directorsfrom time to time subject however toa limit of 40% of his salary.

(ii) Medical Re-imbursement:Reimbursement of medical expensesincurred, including premium paid onhealth insurance policies, whether inIndia or abroad, for self and familyincluding hospitalisation, surgicalcharges, nursing charges anddomiciliary charges for self and forfamily.

(iii) Leave Travel Concession: For selfand family every year incurred inaccordance with the rules of theCompany applicable to its seniormanagers.

(iv) Club Fees: Fees of clubs, subject to amaximum of three clubs.

(v) Personal Accident Insurance/GroupLife Insurance: Premium not toexceed subject to ceiling limit.

(vi) Provident Fund/Pension: Contributionto Provident Fund and Pension Fundto the extent such contributions,either singly or put together areexempt under the Income Tax Act,1961. Contribution to Pension Fundwill be paid on basic salary andcommission.

(vii) Gratuity: Gratuity payable shall be inaccordance with the provisions of thePayment of Gratuity Act.

(viii) Use of Car with Driver: TheCompany shall provide a car withdriver for business and personal use.

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In addition, the Company shall also reimburse running and maintenance expenses of another car owned by, or leased/ rented to, the chairman for business and personal use.

(ix) Telephone facility at residence: Telephone facility shall be provided at the residence. All personal long distance calls shall be billed by the Company to the Chairman.

(x) Servant: Reimbursement of servant’s salary, subject to a maximum of three servants.

(xi) Watchman: Reimbursement of watchman’s salary, subject to a maximum of two watchmen.

Other terms and conditions: (i) In the event of absence or inadequacy of

profits in any financial year during the tenure of the Chairman, salary and perquisites subject to the limits stipulated under Schedule V read with Section 196 and 197 of the Companies Act, 2013, are payable.

(ii) “Family” means the spouse and dependent children of Mr. Mohammed Ali Budhwani Rajabali.

(iii) Leave with full pay and allowances shall be allowed as per the Company’s rules.

(iv) Reimbursement of entertainment expenses actually and properly incurred in the course of business of the Company shall be allowed.

(v) Sitting fees may be paid to the Chairman for attending the meetings of the Board of Directors or Committees thereof.

(vi) The perquisites as listed in para (iv) above shall be valued as per the Income Tax Rules, 1962, as may be applicable.

All other existing terms and conditions for the re-appointment shall remain unchanged. Upon approval by the members, a separate agreement to give effect to the above terms will be executed by and between the Company and Mr. Mohammed Ali Budhwani Rajabali. In the opinion of the Board of Directors, the Board recommends the resolution set forth in Item no. 10 for the approval of the members. No director, key managerial personnel or their relatives, except Mr. Mohammed Ali Budhwani Rajabali ((DIN: 01976253), to whom the resolution relates, is interested or concerned in the resolution.

ITEM NO.:11 The new article with relation to Rotation and Retirement of Directors is inserted by addition of Article 121A after Article 121. A copy of the Memorandum and Articles of Association of the Company would be available for inspection by the members at the Registered Office of the Company during normal business hours 10:00 A.M. to 06:00 P.M. on all working days up to the date of the AGM. The Board recommends the resolution set forth in Item no. 11 for the approval of the members. None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution. ITEM NO.:12 Meaning and Scope of the Scheme: This Scheme is governed by the Companies Act, 2013. Under this scheme the Company may give directly or indirectly any loan including any loan represented by a book debts to any of its Managing Director, Whole Time Director, Key Managerial Personnel, Senior Managerial Personnel and/or to any other person in whom the directors is interested or give guarantee or provide any security in connection with any loan taken by him or such other person. Purpose and Objectives: In compliance with applicable provisions of the Companies Act, 2013 and Rules made there under as may be amended from time to time, Company introduces a Scheme of Loan for its Managing Director and Whole-time director(s):

i) Purpose: For car and/or housing Loan. ii) Amount of loan: Upto One Crores

Rupees or less. iii) Rate of Interest: Nil iv) Recovery: In not more than 250 monthly

installments. Sanction of loan will be at the sole discretion of the Management. The above mentioned policy is subject to review by the management from time to time. The Board recommends the resolution set forth in Item no. 12 for the approval of the members. None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution.

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DETAILS OF DIRECTORS SEEKING APPOINTMENT/ RE-APPOINTMENT AS REQUIRED UNDER PURSUANT TO REGULATION 36(3) OF SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARDS -2

Name of Director

Date of Birth

Date of Appointment

Qualifications No. of Equity shares held in the Company

List of other Companies in which directorships are held (excluding Foreign Companies & Section 8 Companies)

List of all committee of board of directors (across all companies) in which Chairmanship/membership is held (includes only Audit Committee and Shareholders’/Investors Grievance Committee)

Mr. Tejas Vinodrai Hingu (DIN: 6936684)

09/09/1986 22/12/2014 Bachelor in Commerce from Prahladrai Dalmia Lions College-Malad, Mumbai and having Master degree of Business arrangement in Finance.

NIL Shreeji Consultancy & Capital Advisory private Limited

Member in Audit Committee and SRC of Toyam Industries Limited.

Mr. William Joseph Daly (DIN:07842070)

04/07/1964 19/06/2017 He has a bachelor’s degree in engineering and MBA in corporate finance.

NIL NIL NIL

Mr. SajjadRajabali Jaffer DIN:07842072)

05/06/1961 19/06/2017 He has completed his Bachelor from Tanzania.

NIL NIL NIL

Mr. Mayank Kathed (DIN: 7742367)

22/11/1989 06/03/2017 graduated from DAVV university Indore (M.P.) and Associate Member of Chartered Accountants of India (ICAI)

NIL NIL Chairman and member in Audit Committee and SRC of the Toyam Industries Limited.

Mr. Kailash Tilkoo Yadav (DIN: 0628363)

24/04/1973 28/04/2017 He has completed his Bachelor of Arts from Mumbai University.

NIL H. K. Buttons Private Limited

NIL

KamdhenuwaysInfraventures Private Limited Kamdhenu Realty Private Limited GnyInfratech India Private Limited Tattva Info Services Private Limited

Ms. Chandni Ishwerlal Solanki (DIN: 7873950)

11/02/1989 24/08/2017 She completed her higher studies from Dar Es Salaam, Tanzania and Computer studies from Institute of Information Technology (IIT), Tanzania

NIL NIL Member in Audit Committee and SRC of Toyam Industries Limited

Mr. Mohammed Ali Budhwani Rajabali (DIN: 1976253)

12/09/1980 28/04/2017 He has completed his Bachelor of Arts from Mumbai University.

NIL Water Financial Services Private Limited

NIL

Oneway Films Private Limited

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ROUTEMAP FOR THE VENUE OF 32NDAGM

FROM CHHATRAPATI SHIVAJI INTERNATIONAL AIRPORT, MUMBAI (MH) TO KIL SPORTS CAFE, COTTEGE NO. 17, ARAMNAGAR PART 1, J.P. ROAD, VERSOVA, ANDHERI (WEST), MUMBAI (MH)-400061 Toyam Industries Limited [Formerly Ojas Asset Reconstruction Company Limited] Registered Office: 503, Shri Krishna Building, OppLaxmi Industry, Link Road,Andheri West,Mumbai (MH)-400053 CIN:L74110MH1985PLC285384 Website:www.toyamindustries.com Email: [email protected]; [email protected] Contact No.: 022-60602489/64646430

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FORM MGT-11(Proxy Form) [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

TOYAM INDUSTRIES LIMITED CIN: L74110MH1985PLC285384 Regd. Office:503, Shri Krishna Building, Opp. Laxmi Industrial Estate, Link Road, Andheri West, Mumbai (MH)-400053

Name of Member(s): Registered Address: Email ID: Folio No./Client ID: DP ID:

I/We, being the member (s) of ………………………..………………………shares of the above named Company, hereby appoint:

1. Name: ………………………………………………………………………………………………. Address: ……………………………………………………………………………………………. Email ID……………………………………...Signature………………………, or failing him/her



as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 32nd Annual general meeting of the Company, to be held on TUESDAY, 26TH SEPTEMBER, 2017 at 02:00 P.M. at KIL SPORTS CAFE, COTTEGE NO. 17, ARAMNAGAR PART 1, J.P. ROAD, VERSOVA, ANDHERI (WEST), MUMBAI (MH)-400061and at any adjournment thereof in respect of such resolutions as are indicated below: Resolution

Number Resolution Vote (Please mention

number of Shares) For Against Abstain

1. To consider and adopt the Audited Financial Statements of the Company for the Financial Year ended on 31st March 2017 and the reports of the Board of Director’s and the Auditor’s thereon.

2. To appoint a director in place of Mr. Tejas Vinodrai Hingu (DIN: 06936684) who retires by rotation and being eligible offers himself for re-appointment.

3. Re-appointment of M/s R. Soni & Co., Chartered Accountant as Statutory Auditor for the Financial Year 2017-18.

4. Determination of fee for delivery of any documents through a particular mode to a member

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5. Regularisation of Mr. William Joseph Daly (DIN: 07842070) as Executive Director of the Company

6. Regularisation of Mr. Sajjad Rajabali Jaffer (DIN: 07842072) as Executive Director of the Company

7. Appointment of Mr. Mayank Kathed (DIN:07742376) as Non Executive Independent Director

8. Appointment of Mr. Kailash Tilkoo Yadav (DIN: 00628363) as Non Executive Independent Director

9. Appointment of Ms. Chandni Ishwerlal Solanki (DIN: 07873950) as Non Executive Independent Director

10. Appointment of Mr. Mohammed Ali Budhwani Rajabali (DIN: 01976253) as Executive Chairman and Managing Director of the Company

11. Insertion of Article 121A in Articles of Association of the Company

12. Approval of Scheme of loan to Managing Director/Whole Time Director of the Company

Signed this……………………… day of …………..……………. 2017

…………………………… …………………………… Signature of Proxy Holder Signature of Shareholder(s)

NOTE: 1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office

of the Company, not less than FOURTY EIGHT (48) hours before the commencement of the Meeting.2. For the resolutions, Explanatory Statements and Notes, please refer to the notice of the 32nd Annual General

Meeting.3. It is optional to put a ‘X’ in the appropriate column against the resolutions indicated in the Box. If you

leave the ‘For’ or ‘Against’ column blank against any or all resolutions, your proxy will be entitled to votein the manner as he/she thinks appropriate.

4. Please complete all details including details of member(s) in the box before submission.

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_____________________________________Annual Report 2016-17

ATTENDANCE SLIP

TOYAM INDUSTRIES LIMITED CIN: L74110MH1985PLC285384 Regd. Office: 503, Shri Krishna Building, Opp. Laxmi Industrial Estate, Link Road, Andheri West, Mumbai (MH)-400053

32nd Annual General Meeting – Tuesday, September 26, 2017 Regd. Folio No./ DP ID*, Client ID* No. of Share (s) held

I certify that I am a member / proxy / authorized representative for the member of the Company

I/ We hereby record my/our presence at the 32ndAnnual General Meeting of the Company at KIL SPORTS CAFE, COTTEGE NO. 17, ARAMNAGAR PART 1, J.P. ROAD, VERSOVA, ANDHERI (WEST), MUMBAI (MH)-400061, held on TUESDAY, 26TH SEPTEMBER, 2017at 02:00 P.M.

…………………………… …………………………… Name of the Member/Proxy Signature of Member/Proxy (In Block Letters)

NOTE: Please fill up this attendance slip and hand it over at the entrance of the meeting hall. Members are requested to bring their copies of the Annual report to the AGM.

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The Fight is Not only in the Ring

If undelivered please return to:Registered Office503, Shri Krishna, Opp. Laxmi Industrial Estate,Link Road, Andheri (W), Mumbai (MH) – 400053.Tel: +91 22 64646430 | Email: [email protected]

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