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A Oneindia Venture

നിഫ്റ്റി 24,005.80 -1.82%

സ്വർണ്ണം ₹ 14,820 /gm

സെൻസെക്സ് 77,566.16 -1.71%

നിഫ്റ്റി 24,005.80 -1.82%

സ്വർണ്ണം ₹ 14,820 /gm

സെൻസെക്സ് 77,566.16 -1.71%

നിഫ്റ്റി 24,005.80 -1.82%

സ്വർണ്ണം ₹ 14,820 /gm

Directors Report of Tokyo Plast International Ltd.

Mar 31, 2025

Your Directors present their 32^nd (Thirty Second) Annual Report and the Audited Financial Statement for the year ended March 31,2025.

1. STATEOFAFFAIRSOFTHECOMPANY:a. Financial Results

(Amount in Lakhs)
	Standalone		Consolidated
Particulars	Financial Year 2024-25	Financial Year 2023-24	Financial Year 2024-25	Financial Year 2023-24
Revenue from operations	7,247.43	6,636.61	7,247.43	6,636.61
Other Income	17.10	13.79	17.10	13.79
Expenses	7,092.44	6,522.04	7,093.44	6,522.04
Profit/ (loss) before tax	172.09	128.36	171.09	128.36
Profit/ (loss) after tax	132.41	100.28	131.41	100.28

The Company''s financial performance for the year under review along with previous year''s figures is given hereunder:

b. Business Operations and Future Prospects

The Company continues its journey of delivering value to its customers. It adopted several significant external benchmarks and certifications. Tokyo Plast International Limited is certified under various standards to meet the clients'' demands & enhanced value delivery.

With our work ethics meeting highest International standards and the quality proven products, remarkable performance, Tokyo Plast International Ltd has been awarded with the ISO 9001:2008 certificate, further acknowledging the company''s creditworthiness in the Thermoware/Plastic Houseware Industry.

A detailed review of the progress and the future outlook of the Company and its business, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchange are presented in a separate section forming part of the Annual Report.

The company is engaged in the manufacture of Thermo Food Containers and Coolers. The net receipts from Operations during the year under review were Rs. 7247.43 Lakhs as against Rs. 6636.61 Lakhs in the previous year. The Profit/Loss after tax is Rs. 132.41 Lakhs as against Rs. 100.28 Lakhs in the previous year.

2. DIVIDEND:

The Board of Directors thought it prudent not to recommend any Dividend for the f nancial year ended 31^st March, 2025.

3. TRANSFER TO RESERVES:

It is not proposed to transfer any amount to reserves out of the profits earned during FY 2024-25.

4. SHARECAPITAL:

As on March 31, 2025, the Authorised Share Capital of the Company is ?25,00,00,000 (Rupees Twenty-Five Crores only) divided into 2,50,00,000 equity shares of ?10 each.

The Paid-up Share Capital of the Company stands at ?9,50,14,000 (Rupees Nine Crores Fifty Lakhs Fourteen Thousand only) divided into 95,01,400 equity shares of ?10 each.

During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options or sweat equity or warrants.

5. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

The details of unpaid and unclaimed dividends lying with the Company as on March 31, 2025, have been uploaded on the Company''s website and can be accessed at the following link: https://tokyoplastint.in/unclaimed-and-unpaid-dividend/

In accordance with the provisions of Section 124(5) and Section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, dividend amounts that remain unclaimed for a period of seven consecutive years, along with the corresponding shares, are required to be transferred to the IEPF.

Accordingly, the details of shareholders who have not encashed their dividend warrants for the past seven consecutive years commencing from the financial year 2016-2017, and whose shares are liable to be transferred to the IEPF Authority, are also available and will be uploaded on the IEPF websiteat: www.iepf.gov.in

Members may kindly note that after the transfer, both the unclaimed dividends and the shares can be claimed back from the IEPF Authority by following the prescribed procedure.

Concerned shareholders are advised to:

â¢ Refer to the Company''s Shareholders'' Reference Guide available at: https://tokyoplastint.in/unclaimed-and-unpaid-dividend/

â¢ Or contact our Registrar and Transfer Agent - MUFG Intime India Private Limited

The Company has also sent individual notices/reminders to the concerned shareholders whose dividends are unclaimed and are due for transfer to the IEPF, and has simultaneously published requisite advertisements in newspapers as per statutory requirements.

IEPF Disclosure as per the SS-4

a. details of the transfer/s to the IEPF made during the year as mentioned below:

i. amount of unclaimed/unpaid dividend and the corresponding shares;

Amount of Unclaimed Dividend Transferred - Rs. 3,25,543

No. of Shares Transferred - 9,15,586 Shares

ii. redemption amount of preference shares; NA

iii. amount of matured deposits, for companies other than banking companies, along with interest accrued thereon; NA

iv. amount of matured debentures along with interest accrued thereon; NA

v. application money received for allotment of any securities and due for refund along with interest accrued; NA

vi. sale proceeds of fractional shares arising out of issuance of bonus shares, merger and amalgamation; NA

b. details of the resultant benefits arising out of shares already transferred to the IEPF; NA

c. year wise amount of unpaid/unclaimed dividend lying in the unpaid account upto the Year and the corresponding shares, which are liable to be transferred to the IEPF, and the due dates for such transfer; NA

d. the amount of donation, if any, given by the company to the IEPF; NA

e. such other amounts transferred to the IEPF, if any, during the year: NA

1. DIRECTORS:a. Retirement & re-appointment of Director

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Haresh Velji Shah (DIN: 00008339), Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

The Board recommends his re-appointment for the approval of the members.

Proposed Appointments:

1) The term of Mr. Velji Lakhadir Shah as Managing Director expired on 20^th May, 2025 Keeping in view his expertise and skills and pursuant to recommendation of Nomination and Remuneration Committee, the re-appointment of Mr. Velji Lakhadir Shah as Managing Director for the term of the 3 years w.e.f 21^st May, 2025 is placed for Members approval.

2) Mr. Viraj Devang Vora was appointed as Independent Non-Executive Director of the Company by the members at the 27^th Annual General Meeting of the Company held on 30^thDecember, 2020 for a period of five consecutive years i.e from 29^th September, 2020. Accordingly, his term comes to an end on 28^th September, 2025 As per Section 149(10) of the Companies Act 2013, Board of Directors recommends re-appointment of Mr. Viraj Devang Vora (DIN: 08448823) for another term of five consecutive years on the Board of a w.e.f 29^th September, 2025

3) Based on recommendation of Nomination and Remuneration Committee and in terms of the provisions of Sections 149, 150, 152 read with Schedule lV and any other applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board recommends appointment of Ms. Jinali Rushin Modi (DIN: 07533545) as Women Independent Director for the term of five consecutive years i.e. from September 29,2025 to September 28,2030.

Completion of tenure

Tenure of Ms. Jagruti Mayurbhai Sanghavi who was appointed for second term as NonExecutive Independent Directors w.e.f. 30^th December, 2020 expires at the ensuing Annual General Meeting. Accordingly, she shall cease to be the Director of the Company. The Board of Directors places on record its appreciation for the association and contribution made by her during her tenure.

b. Key Managerial Personnel (KMP)

In accordance with the provisions of Section 203 of the Companies Act, 2013, the following persons are designated as Key Managerial Personnel of the Company:

Sr. No.	Name	Designation
1	Mr. Velji Lakhadir Shah	Managing Director
2	Mr. Haresh Velji Shah	Chief Financial Officer
3	Ms. Swagata Vinayak Indulkar*	Company Secretary and Compliance Officer
4	Ms. Sonal Gandhi¹	Company Secretary and Compliance Officer

*During the year under review, Ms. Swagata Vinayak Indulkar was appointed as the Company Secretary and Compliance Officer w.e.f. May 7, 2024, and resigned from the said position on February 4, 2025.

c. Nomination and Remuneration Policy

The Company has adopted a Nomination and Remuneration Policy in accordance with the provisions of Section 178(3) of the Companies Act, 2013.

During the year under review, there was no change in the Nomination and Remuneration Policy

d. Manner of Formal Evaluation of Board, Committees and Individual Directors

In accordance with the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, a formal evaluation of the Board, its Committees and individual Directors was carried out during the year under review.

The Independent Directors, in their meeting held on 22^nd October 2024, evaluated the performance of the Board, Committees, the Chairman, and Non-Independent Directors based on the criteria adopted by the Nomination, Remuneration and Compensation Committee.

The evaluation of Independent Directors was done by the Board, excluding the Independent Director being evaluated. The Board expressed satisfaction with the evaluation outcomes, reflecting a high level of engagement by the Board and its Committees.

e. Number of Meetings of the Board of Directors

During the financial year 2024-25, the Board met Nine (9) times. The details of the Board Meetings, including attendance, are disclosed in the Corporate Governance Report annexed as Annexure A to this Report.

f. Committees of the Board

Currently, the Board has three committees: the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders'' Relationship Committee.

The details of the committees of Board are detailed in the Corporate governance report which forms a part of the Annual Report.

7. CORPORATE GOVERNANCE REPORT:

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Corporate Governance Report, along with a Certificate issued by Mr. Virendra Bhatt, Practicing Company Secretary (Membership No.: 1157), confirming compliance with the conditions of Corporate Governance and certifying that none of the Directors on the Board of the Company have been disqualified or debarred by SEBI, the Ministry of Corporate Affairs, or any other regulatory authority, forms part of this Report and is annexed as Annexure A.

Further, in compliance with the requirements of Regulation 17(8) of the Listing Regulations, a certificate duly signed by the Managing Director and Chief Financial Officer of the Company, confirming the correctness of the financial statements and the adequacy of internal controls, was placed before the Board. This certificate is also annexed to the Corporate Governance Report.

All the Directors and Senior Management personnel of the Company have affirmed compliance with the Code of Conduct applicable to them for the financial year under review. A declaration to this effect, signed by the Managing Director, is included as part of the Corporate Governance Report

8. PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 ("the Act") read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant information is annexed to this Report as Annexure A.

The information is also available for inspection by the Members at the Registered Office of the Company between 11:00 a.m. and 1:00 p.m. (IST) on all working days (except Saturdays, Sundays, and Public Holidays) up to the date of the Annual General Meeting.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31^st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concernbasis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

10. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s U B G & Company Chartered Accountant, (Firm Registration No. 141076W), were appointed as Statutory Auditors of the Company to hold office from the conclusion of the Twenty-Ninth Annual General Meeting (AGM) held on 30^th September, 2022 till the conclusion of the Thirty fourth Annual General Meeting of the Company to be held in the financial year 2027.

Accordingly, M/s U B G & Company, Chartered Accountants, shall continue to act as Statutory Auditors of the Company until the conclusion of 34^th Annual General Meeting. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company under the provisions of the Act and have issued a report on the financial statements of the Company for the financial year ended 31^st March, 2025, which forms part of this Annual Report.

11. INTERNAL AUDITOR:

Pursuant to Section 138 of the Companies Act 2013, the Board of Directors has appointed R. C. K. & Co. Cost Accountants FRN: 002587 as Internal Auditor of the Company for conducting the Internal Audit of the Company.

12. SECRETARIAL AUDITOR:

The Board has appointed M/s. Virendra Bhatt & Associates, Practicing Company Secretary (Membership No.: 1157), as the Secretarial Auditor of the Company in accordance with the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report for the financial year ended March 31, 2025, is annexed to this Report as Annexure B.

i. The Company has not complied with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 with respect to submission of Annual Report with the District Officer.

The non-submission was inadvertent and due to an oversight. The company shall take necessary steps to complete all the pending submissions.

ii. Intimation of cessation of Mr. Chimanlal Andrjibhai Kutchhi (DIN: 00058092) was submitted to the stock exchange beyond the prescribed time.

The delay was unintentional. Going forward, the Company shall ensure timely disclosures to the stock exchange as per SEBI (LODR) requirements.

iii. Mrs. Kinnari Sunny Charla (DIN: 10748676) was appointed as Independent Director without first being registered in the Independent Director''s Data Bank.

The delay was inadvertent and due to an oversight.

iv. Mrs. Kinnari Sunny Charla (DIN: 10748676) was appointed as Independent Director of the Company by the Board on 2 September 2024 and regularized by the shareholders at the AGM held 30 September 2024, however Form DIR-12 for her appointment was not filed with MCA as on 31 March 2025.

The non-filing was due to an administrative oversight. The necessary form is being filed along with applicable additional fees. The Company has now put in place internal controls to ensure timely statutory filings.

v. Outcome of the Board Meeting dated 8^th August 2024 submitted to Stock exchange does not include the financial results for the quarter ended 30^th June 2024. The same was submitted as revised filing on 9^th August 2024, hence delayed filing

The financial statement was inadvertently missed in the filing dated 8^th August, 2024 hence, the revised filing was done on 9^th August, 2024.

13. RISK MANAGEMENT

The Company has adequate internal controls in place at various functional level and does not foresee any major risk such as financial, credit, legal, regulatory and other risk keeping in view the nature and size of its business.

14. ACCOUNTING TREATMENT:

The financial statements of the Company for the year ended 31^st March 2025 have been prepared in accordance with the applicable Indian Accounting Standards (Ind AS) as recommended by the Institute of Chartered Accountants of India (ICAI) and prescribed by the Central Government from time to time.

15. SUBSIDIARIES:

As on 31^st March 2025, the Company has One (1) Wholly Owned Subsidiary:

â¢ Pinnacle Drinkware Private Limited

Financial Summary of Pinnacle Drinkware Private Limited (Amount in Rs. lakhs)
	Particulars	Financial Year 2024-25
	Revenue from operations	-
	Other Income	-
	Expenses	99,776
	Profit/ (loss) before	(99,776)
	taxProfit/ (loss) after tax	(99,776)

The financial extract of the subsidiary in form AOC1 is annexed as Annexure C.

Further, the Board has deregistered the license of Tokyo Plast Global FZE, a Wholly Owned Overseas Subsidiary of the Company, which was registered in Ras Al Khaimah Economic Zone Authority bearing license number- 0000004006497 during F.Y. 2023-24 and wound up the affairs of Vinalnath Impex a wholly owned Subsidiary Company of Tokyo Plast International Limited which was registered in Ajman Free Zone bearing license number-13483 during F.Y.2022-23 due to no operations.

16. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Board of Directors has adopted a comprehensive Internal Financial Controls Policy to ensure the orderly and efficient conduct of the business, including adherence to the Company''s policies and procedures. The internal financial control system is found to be adequate and is operating effectively.

17. PARTICULARS OF CONTRACTS WITH RELATED PARTIES:

All Related Party Transactions entered into by the Company during the financial year were in the ordinary course of business and on an arm''s length basis, and in compliance with the applicable provisions of the Act and the Listing Regulations.

The details of Related Party Transactions entered into by the Company are annexed hereto in form AOC-2 as Annexure D.

Further, the details of related party transactions as per Indian Accounting Standard (Ind AS) 24 are disclosed in the Notes to the Financial Statements.

Details of transactions entered by the Company with non-executive Directors

Following transactions were entered into by the Company with non-executive directors during the year under review.

1. Sitting fees paid to Non Executive Directors for attending Board meetings.

18. INTERNAL COMPLAINTS COMMITTEE

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace.

The Company is committed to providing a safe and conducive work environment to all its employees and associates. All women employees whether permanent, temporary or contractual are covered under the above policy.

Details of complaints received during the year under review under POSH Act are as under:

a. number of complaints of sexual harassment received during the financial year: None

b. number of complaints disposed of during the financial year: NA

c. number of complaints pending as on end of the financial year: None

d. number of complaints pending for more than ninety days: None

Further, the Company has complied with the provisions of Maternity Benefit Act, 1961 during the year under review.

19. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THEACT:

Details of loans, guarantees, and investments covered under the provisions of Section 186 of the Act form part of the notes to the Standalone Financial Statements.

20. ANNUAL RETURN:

In accordance with Section 92(3) and Section 134(3)(a) of the Act, the Annual Return for the financial year 2024-25 has been uploaded on the Company''s website and can be accessed at: https://tokyoplastint.in/extract-of-annual-return

21. COMPLIANCEWITH SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), namely:

SS-1: Meetings of the Board of Directors

SS-2: General Meetings

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

The required information under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption, and foreign exchange earnings and outgo is annexed as Annexure E to this Report.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the financial year under review, as required under the Listing Regulations, is annexed as Annexure F to this Report.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Provisions and Rules of Corporate Social Responsibility (CSR) pursuant to Section 135 of the Companies Act, 2013 read with Schedule VII and (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the company.

25. DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Listing Regulations, the Company has formulated a Dividend Distribution Policy, which is available on its website

26. GENERAL

Your Directors confirm that no disclosure or reporting is required in respect of the following items, as there were no transactions/events relating to them during the year under review:

a) Acceptance of deposits covered under Chapter V of the Act

b) Change in the nature of the Company''s business

c) Significant or material orders passed by Regulators or Courts impacting the Company''s going concern status

d) Material changes and commitments affecting the financial position between the end of the financial year and the date of this Report

e) Reporting of frauds by the Auditors under Section 143(12) of the Act

f) Maintenance of cost records under Section 148(1) of the Act - not applicable to the Company

g) Any application or proceeding under the Insolvency and Bankruptcy Code, 2016

h) One-time settlement of loans from banks or financial institutions

i) No Remuneration received by the Managing or Whole time Director from Subsidiary Company. Further, the Company does not have any Holding Company.

27. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. In the opinion of the Board, the Independent Directors fulfil the conditions of independence. The Independent Directors have also affirmed that they have complied with the Company''s Code of Business Conduct. In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company''s businesses for effective functioning, which are detailed in the Report on Corporate Governance.

In the opinion of the Board, the Independent Directors is Independent of the management, possess the requisite integrity, experience, expertise, proficiency, and qualifications. The details of remuneration paid to the members of the Board is provided in the Report on Corporate Governance.

28. ACKNOWLEDGEMENT

The Board places on record its appreciation for the dedicated efforts and contribution of employees at all levels. The Directors also extend their gratitude to all stakeholders, including customers, suppliers, bankers, regulatory authorities, and Members, for their continued support and confidence in the Company.

Ms. Sonal Gandhi was appointed as the Company Secretary and Compliance Officer w.e.f. May 16,2025

Mar 31, 2024

Your Directors present their Thirty First Annual Report and the Audited Financial Statement for the year ended March 31, 2024.

Financial Results

The Companyâs financial performance for the year under review along with previous yearâs figures is given hereunder:

Particulars	Standalone
Particulars	2023-24	2022-23
Revenue from operations	6636.61	7552.8
Profit for the year before tax	128.36	18.82
Tax Expenses	28.08	31.27
Net Profit after Tax	100.28	-12.46
Other Comprehensive Income, net of income tax	26.19	31.6
Surplus carried over to Balance Sheet	126.47	19.14
EPS (Basic)	1.06	-0.13
(Diluted)	1.06	-0.13

Review of Business Operations and Future Prospects

With our work ethics meeting highest International standards and the quality proven products, remarkable performance, Tokyo Plast International Ltd has been awarded with the ISO 9001:2008 certificate, further acknowledging the companyâs creditworthiness in the Thermoware/Plastic Houseware Industry.

The company is engaged in the manufacture of Thermo Food Containers and Coolers. The net receipts from Operations during the year under review were Rs.6636.61 Lakhs as against Rs.7552.80 Lakhs in the previous year. The Profit/Loss after tax is Rs.100.48 Lakhs as against Rs.(12.46) Lakhs in the previous year.

Deposits

Your Company has not accepted deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Dividend

The Board of Directors thought it prudent not to recommend any Dividend for the financial year ended 31 March, 2024.

Transfer of Unpaid/Unclaimed Amounts of dividend and Shares to Investor Education and Protection Fund

The details of unpaid and unclaimed dividends lying with the Company as on March 31, 2024 are uploaded on the website of the Company and can be accessed through the link https://tokyoplastint.in/ unclaimed-and-unpaid-dividend/

Details of unpaid and unclaimed dividends of shareholders who have not encased the dividend warrants for last seven consecutive years commencing from the year 2016-2017 on the equity shares held by them and accordingly, in terms of the above Rules, the said dividend along with shares are liable to be transfer to IEPF. Details of said dividend and shares will be uploaded on the website of the IEPF Authority and can be accessed through the link: www.iepf.gov.in.

Members may note that after completion of transfer of shares to IEPF, the said shares as well as unclaimed dividends transferred to IEPF Authority can be claimed back from the IEPF Authority. The concerned members / investors are advised to read Companyâs Shareholdersâ Reference at weblink https://tokyoplastint.in/unclaimed-and-unpaid-dividend/ or contact Link Intime India Private Limited at [email protected] for detailed procedure to lodge the claim with IEPF Authority.

The Company has sent notices/ reminders to the Members whose dividends are unclaimed and are due for transfer to the IEPF and simultaneously published newspaper advertisement(s) accordingly.

Management Discussion and Analysis Report

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

Corporate Governance and Shareholders information

Pursuant to listing agreement with Stock Exchanges, report on Corporate Governance along with Auditors statement on its compliance has been included in this annual report separately.

Listing with Stock Exchanges

Company is listed with Bombay Stock Exchange Ltd. and National Stock Exchange (India) Ltd. Stock Code of the company is 500418 and TOKYOPLAST respectively and ISIN Number for NSDL/CDSL (Dematerialized shares) is INE932C01012. Company has paid Annual Listing Fees for the year 202425.

The company has applied for de-listing of Equity Shares from the following Stock Exchanges as approved by the shareholders at the Annual General Meeting held on 29th September, 1999 and awaited for the confirmation:

1 The Stock Exchange, Ahemdabad

2 The Calcutta Stock Exchange Association Limited

3 Madras Stock Exchange Limited

4 Vadodra Stock Exchange Limited

5 The Delhi Stock Exchange Association Limited

Dematerialisation of Shares

92.65% of the companyâs paid up Equity Share Capital is in dematerialized form as on 31st March, 2024. The Companyâs Registrar is Linkintime India Pvt. Ltd situated at C 101, 247 Park, L B S Marg, Vikhroli West, Mumbai-400083. Phone No. 91- 22 49186000, Website linkintime .co.in, email ID: [email protected]

Details of application made or proceeding pending under Insolvency and Bankruptcy Code 2016

During the year under review, there were no applications made or proceeding pending under Insolvency and Bankruptcy Code, 2016.

Details of difference between valuation amount on one time settlement and valuation while availing loan from banks and Financial Institutions.

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

Meeting

During the year, Seven Board Meetings were convened and held, the details of which are given in the Corporate Governance Report.

During the year, Five Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report.

Board of Directors and Key Managerial Personnel

Directors coming up for retirement by rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Haresh V. Shah (DIN: 00008339), & Mr. Priyaj Haresh Shah (DIN-08828464) Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered themself for re-appointment.

The term of Mr. Chinamlal Andarji Kutchhi Independent Director (Non-Executive) will be expired on 30th September, 2024 as per Section 149(10) & (11) and Regulation 25 (2) of SEBI (LODR) Regulation, 2015. Mrs. Kinnari Sunny Charla is appointed as an Additional Director on 2nd September, 2024 and will be regularized as an Independent Director in ensuing Annual General Meeting subject to approval of Shareholders. f \

Company Secretary Mrs. Swagata Indulkar is appointed on the position of Company Secretary as on 7th May 2024.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance and the directors individually.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

Directorsâ Remuneration Policy and Criteria for Matters under Section 178

Information regarding Directorsâ Remuneration Policy and criteria for determining qualification positive attributes, independence of a director and other matters provided under sub- section (3) of section 178 are provided in the Corporate Governance Report.

Auditors and Audit Report

Statutory Auditors:

Pursuant to the provisions of Section 139 ofthe Act read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s U B G & Company Chartered Accountant, (Firm Registration No. 141076W), were appointed as statutory auditors from the conclusion of the twenty-Ninth Annual General Meeting (AGM) held on 30th September, 2022 till the conclusion of the Thirty fourth Annual General Meeting of the Company.

In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

Secretarial Auditor:

The Board has appointed Mr. Virendra Bhatt, Practicing Company Secretary, (Membership No.: 1157) as Secretarial Auditor according to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report for the financial year 2023-24 is attached herewith as Annexure - A signed by Mr. Virendra Bhatt.

The Secretarial Audit Report for the financial year ended 31st March, 2024 contains certain qualifications

Clarification provided by the board - The Company has complied with Secretarial Standards on regular basis. However, on some occasions, there were instances of lapse

it was inadvertently escaped the compliance. The Company will take a note of the same in the future and the management of the Company assure you to comply all the provisions of the applicable law in true spirit in future and is under process of making all the default good.

Internal Auditor:

Pursuant to Section 138 of the Companies Act 2013, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors or such other professional as may be decided by the Board to conduct internal audit of the functions and activities of the company In line with this requirement, the Board of Directors has appointed Mr. Rahul A. Chincholkar, Cost Accountant, Partner of RCK & Co. as, Internal Auditor of the Company for the financial year 2024-25.

He has submitted Internal Audit Report for the financial year 2023-24 to the Board. No major audit observations were observed during the Internal Audit for the financial year 2023-24.

Subsidary Companies and Consolidated Financial Statement

Dissolution of 100% wholly owned overseas subsidiaries of Tokyo Plast International Limited

The board has deregister the license of Tokyo Plast Global FZE, a Wholly Owned Overseas Subsidiary of the Company, which is registered in Ras Al Khaimah Economic Zone Authority bearing license number- 0000004006497 during F.Y. 2023-24 and wind up the affairs of Vinalnath Impex a wholly owned Subsidiary Company ofTokyo Plast International Limited which was registered in Ajman Free Zone bearing license number- 13483 during F.Y.2022-23 due to not carrying any business activity since long back and it is in the best interest of the company.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is omitted through the Companies (Amendment) Act, 2017 (âAmendment Act, 2017â), which was published in the Official Gazette on 03.01.2018 and Annual Return MGT-7 is placed on website.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is enclosed herewith as Annexure-D.

Corporate Social Responsibility (CSR)

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted a CSR Committee and CSR Policy.

The provision of Section 135 ofthe Companies Act relating to Corporate Social Responsibility are not applicable for the financial year 2023-24 as the Company is having Net worth less than rupees Five Hundred Crore, Turnover less than rupees One Thousand Crore and Net Profit less than rupees Five Crore.

Related Party Transactions

The Board of Directors has adopted a Policy on materiality of and dealing with related party transactions. All contracts or arrangements with related parties entered into or modified during the financial year were at armâslength basis and in the ordinary course of the Companyâs business. There were no materially significant related party transactions with the Companyâs Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company are periodically placed before the Audit Committee for its omnibus approval and no material contract or arrangements with related parties as provided under Section 188 of the Companies Act, 2013 and rules thereof were entered into during the year under review.

Your Companyâs Policy on Related Party Transactions, as adopted by your Board, can be accessed on the Companyâs website at www.tokyoplastint.in

Sexual harassment of women at workplace

The Company has adopted policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints. The Company has not received any complaint under this policy during the year 2023-24.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Particulars of employees

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with rules made thereunder, as amended from time to time, has been given in the Annexure- E.

Vigil Mechanism

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.tokyoplastint.in

Directorâs Report Development and Implementation of a Risk Management Policy

The Board of Directors has adopted an Enterprise Risk Management Policy framed by the Company, which identifies the risk and lays down the risk minimization procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework.

Material Changes and Commitments, if any, affecting the Financial Position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the Report

There are no material changes affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

Significant and Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Companyâs operations in future.

Acknowledgement

Your Directors wish to place on record their sincere appreciation for the encouragement and cooperation received by the Company from the Bankers, State Government Authorities, Local Authorities and its Employees during the year. Your Directors are thankful to the shareholders for their continued support and confidence.

For and on Behalf of the Board of Directors

Sd/-

Velji L. Shah Chairman & Managing Director DIN: 00007239

Place : Mumbai

Date : 2nd September, 2024

Mar 31, 2023

Your Directors present their Thirtieth Annual Report and the Audited Financial Statement for the year ended March 3, 2023.

FINANCIAL RESULTS

The Companys financial performance for the year under review along with previous years figures is given hereunder:

Particulars	Starn	alone	Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Revenue from operations	755283	7993.2	NA	7932
Profit for the year before tax	S81	(25.43)	NA	(25.44)
T ax Expenses	3127	(9.95)	NA	(9.95)
Net Profit after Tax	(1246)	(5.48)	NA	(5.49)
Other Comprehensive Income, net of income t	ax 31d	89.53	NA	89.75
Surplus carried over to Balance Sheet	9.4	74(5	NA	74.26
EPS (Basic)	(Q3)	(CL6)_	NA	_(CL6)
(Diluted)	(M)	m	NA	m

REVIEW OF BUSINESS OPERATIONSAND FUTURE PROSPECTS

The Company continues its journey of delivering value to its customers. It adopted several significant external benchmarks and certifications. Tokyo Plast International Limited is certified under various standards to neet the clients âdemands & enhanced value delivery.

With our work ethics meeting highest International standards and the quality proven products, remarkable performance, Tokyo Plast International Ltd has been awarded with the ISO 9C01:2CC8 certificate, furher acknowledging the companys creditworthiness in the Thermoware/Plastic Houseware Industry.

A detailed review of the progress and the future outlook of the Company and its business, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchange are presentee in a separate section forming part of the Annual Report.

The company is engaged in the manufacture of Thermo Food Containers and Coolers. The net receipts from Operations during the year under review were Rs.7552.80 Lakhs as against Rs.7793.21Lakhs in the previous year.

The Profit/Loss after tax is Rs.(2.46)Lakhs as against Rs.(5.48) Lakhs in the previous year.

DEPOSITS

Your Company has not accepted deposits within the meaning of Section 73 and 76 of the Companies Act, 2CB md the Companies (Acceptance of Deposits) Rules, 204.

DIVIDEND

The Board of Directors thought it prudent not to recommend any Dividend for the financial year ended 31 March, 2(23.

MANAGEMENT DISCUSSION ANDANALYSIS REPORT

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 205 with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCEAND SHAREHOLDERS INFORMATION

Pursuant to listing agreement with Stock Exchanges, report on Corporate Governance along with Auditors statement on its compliance has been included in this annual report separately.

LISTING WITH STOCK EXCHANGES

Company is listed with Bombay Stock Exchange Ltd. and National Stock Exchange (India) Ltd.Stock Code of the company is 50018 and TOKYOPLAST respectively and ISIN Number for NSDL/CDSL (Dematerialized shaes) is INE932C00E, Company has paid Annual Listing Fees for the year 2023-24.

The company has applied for de-listing of Equity Shares from the following Stock Exchanges as approved by the shareholders at the Annual General Meeting held on 29 th September, 1999 and awaited for the confirmation:

1 The Stock Exchange, Ahemdabad

2 The Calcutta Stock Exchange Association Limited

3 Madras Stock Exchange Limited

4 Vadodra Stock Exchange Limited

5 The Delhi Stock Exchange Association Limited

DEMATERIALISATION OF SHARES

92.34% of the companys paid up Equity Share Capital is in dematerialized form as on 3kt March, 2023. The Companys Registrar is Linkintime India Pvt. Ltd situated at C D) 247 Park, L B S Marg, Vikhroli West, Mumbai-400083. Phone No. 94 22 498600 Website linkintime.co.in, email ID: [email protected]

DETAILS OFAPPLICATION MADE OR PROCEEDINGPENDING UNDER INSOLVENCYAND BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceeding pending under Insolvency and Bankruptcy Code, 20b.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKSAND FINANCIAL INSTITUTIONS.

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

MEETING

During the year, Eleven Board Meetings were convened and held, the details of which are given in the Corporate Governance Report.

During the year, Seven Audit Committee Meetings were convened and held, the details of which are given n the Corporate Governance Report.

BOARD OF DIRECTORS AND KEY MANAGERIALPERSONNEL

Directors coming up for retirement by rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Haresh V Shah (DIN: 00008339), & Mr. Priyaj Haresh Shah (DIN-08828464)Director of the Company, retires by rotation at he ensuing Annual General Meeting and being eligible has offered themself for re-appointment.

Board Evaluation

Pursuant to the provisions of the Companies Act, 20B the Board has carried out an annual performance evaluation of its own performance and the directors individually.

Directors Responsibility Statement

Pursuant to Section 34(5) of the Companies Act, 20Â®, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 3ht March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 20Â® for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

Directorsâ Remuneration Policy and Criteria for Matters under Section 178

Information regarding Directors âRemuneration Policy and criteria for determining qualification positive attributes, independence of a director and other matters provided under sub- section (B) of section 78 are provided in the Corporate Governance Report.

AUDITORS AND AUDIT REPORT Statutory Auditors:

Pursuant to the provisions of Section B9 of the Act read with Companies (Audit and Auditors) Rules, 201-, as amended from time to time, M/s U B G & Company Chartered Accountant, (Firm Registration No. M76W), were appointed as statutory auditors from the conclusion of the twenty-Ninth Annual General Meeting (AGM) held on B0th September, 2022 till the conclusion of the Thirty fourth Annual General Meeting of the Company.

In accordance with the Companies Amendment Act, 207, enforced on 7th May, 20B by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

Secretarial Auditor:

The Board has appointed Mr. Virendra Bhatt, Practicing Company Secretary, (Membership No.: J57) as Secretarial Auditor according to the provision of section 204 of the Companies Act, 20B read with Rule 9 of he Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204.

The Secretarial Audit Report for the financial year 2022-23 is attached herewith as Annexure -A signed by Mr. Virendra Bhatt.

The Secretarial Audit Report for the financial year ended 3ht March, 2023 contains certain qualifications

Clarification provided by the board -The Company has complied with Secretarial Standards on regular basis. However, on some occasions, there were instances of lapse it was inadvertently escaped the compliance. The Company will take a note of the same in the future and the management of the Company assure you to comply all the provisions of the applicable law in true spirit in future and is under process of making all the default good.

Internal Auditor:

Pursuant to Section B8 of the Companies Act 20B, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors or such other professional as may be decided by the Board to conduct internal audit of the functions and activities of the company In line with this requirement, the Board of Directors has appointed Mr. Rahul A. Chincholkar, Cost Accountant, Partner of RCK & Co. as, Internal Auditor of the Company for the financial year 2023-24

He has submitted Internal Audit Report for the financial year 2022-23 to the Board. No major audit observations were observed during the Internal Audit for the financial year 2022-23.

SUBSIDARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT

Dissolution of 00/ wholly owned overseas subsidiaries of Tokyo Plast International Limited TOKYO PLAST GLOBAL FZE

There has been no significant business operations in the company for last several years and the Company was in the process of its De-Registration / Liquidation. The Board of Directors at its meeting held on 30th September 2022 approved the proposal to wind up the affairs of Tokyo Plast Global FZE a wholly owned Subsidiary Company of Tokyo Plast International Limited due to not carrying any business activity since long back and it is in Â¦ he best interest of the company.

The board of directors decided to de-register the license of the Tokyo Plast Global FZE, a Wholly Owned Overseas Subsidiary of the Company, which is registered in Ras Al Khaimah Economic Zone Authority bearing lcense number- 0000004006497 further Board noted that this company is not material subsidiary. It also noted that he cancellation of license of this subsidiary will not affect any business/accounting policies and will not have any significant impact on the accounts etc

Tokyo Plast Global FZEhad Nil revenue It had a networth of AED (J5.61) as at 3kt March 2022 VIMALNATH IMPEX FZE

There has been no significant business operations in the company for last few years. The Board of Directors at its meeting held on 08th August 2022 approved the proposal to wind up the affairs of VIMALNATH IMPEX a wholly owned Subsidiary Company of Tokyo Plast International Limited due to not carrying any business activity since long back and it is in the best interest of the company.

The board of directors decided to de-register the license of the Vimalnath Impex, a Wholly Owned Overseas Subsidiary of the Company, which is registered in Ajman Free Zone bearing license number- B483 further Board noted that this company is not material subsidiary. It also noted that the cancellation of license of this subsidiary will not affect any business/accounting policies and will not have any significant impact on the accounts etc.

Vimalnath Impex had Nil revenue and loss of $ (E) during F .Y.202422 It had a networth of $(74061) as at 3kt Mach 2022.

Pursuant to the provisions of Section B6 of the Act, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and Auditors â Report thereon form part of this Annual Report. The Financial Statements as stated above are also available on the website of the Company.

EXTRACT OFANNUALRETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is omitted through the Companie (Amendment) Act, 2017 (Amendment Act, 207)â, which was published in the Official Gazette on CB.0120B and Annual Return MGT-7 is placed on website

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under section B4(3)(m) of the Companies Act, 20B read with Rule 8 of the Companies (Accounts) Rules, 204, is enclosed herewith as Annexure-C.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section B5 and Schedule VII of the Companies Act, 20B, the Board of Directors of your Company has constituted a CSR Committee and CSR Policy.

The provision of Section B5 of the Companies Act relating to Corporate Social Responsibility are not applicable for the financial year 2022-23as the Company is having Net worth less than rupees Five Hundred Crore, Turnover less than rupees One Thousand Crore and Net Profit less than rupees Five Crore.

Additionally the CSR Policy has been updated on the website of the company at www.tokyoplastint.in detail; of which annexed herewith as Annexure - D.

RELATED PARTY TRANSACTIONS

The Board of Directors has adopted a Policy on materiality of and dealing with related party transactions. All contracts or arrangements with related parties entered into or modified during the financial year were at armslength basis and in the ordinary course of the Companys business. There were no materially significant related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Compmy are periodically placed before the Audit Committee for its omnibus approval and no material contract or arrangements with related parties as provided under Section 88 of the Companies Act, 20B and rules thereof were entered : nto during the year under review.

Your Companys Policy on Related Party Transactions, as adopted by your Board, can be accessed on ihe Companys website at www.tokyoplastint.in

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has adopted policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act,20B. Internal Complaints Committee has been set up to redress complaints. The Company has not received any complaint under this policy during the year 2022-23.

PARTICULARS OFLOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 86 of the Companies Act, 20B are given in the notes to the Financial Statements.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 97(E) of the Companies Act, 20B read with rules made thereunder, as amended from time to time, has been given in the Annexure- E.

VIGIL MECHANISM

In pursuant to the provisions of section 77(9) & (I) of the Companies Act, 20B, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.tokyoplastint.in

DIRECTORâS REPORT DEVELOPMENT AND IMPLEMENTATION OFARISK MANAGEMENT POLICY

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIALPOSITION OF THE COMPANYWHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIALYEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OFTHE REPORT

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Companys operations in future.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the encouragement and co-operation received by the Company from the Bankers, State Government Authorities, Local Authorities and its Employees during the year.Your Directors are thankful to the shareholders for their continued support and confidence.

For and on Behalf of the Board of Directors

Sd/-

Velji L. Shah

Place : Mumbai Chair man& Managing D irector

Date: 2th May, 2023 DIN: 0000723 9

Mar 31, 2018

Dear Members,

The Directors present their Twenty Fifth Annual Report and the Audited Financial Statement for the year ended March 31, 2018.

FINANCIAL RESULTS

The Companyâs financial performance for the year under review along with previous yearâs figures is given hereunder:

Particulars	Standalone		Consolidated
Particulars	2017-18	2016-17	2017-18	2016-17
Revenue from operations	6535.30	7218.42	6535.30	7218.42
Profit for the year before tax	501.46	868. 49	495.66	888.65
Tax Expenses	106.56	151.1	106.56	151.1
Net Profit after Tax	407.75	717.39	401.95	737.55
Surplus carried over to Balance Sheet	409.88	717.39	403.92	737.55
EPS (Basic)	4.29	7.55	4.23	7.76
(Diluted)	4.29	7.55	4.23	7.76

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

With our work ethics meeting highest International standards and the quality proven products, remarkable performance, Tokyo Plast International Ltd has been awarded with the ISO 9001:2008 certificate, further acknowledging the companyâs creditworthiness in the Thermoware/Plastic Houseware Industry.

The company is engaged in the manufacture of Thermo Food Containers and Coolers. The net receipts from Operations during the year under review were Rs.6535.30Lacs as against Rs.7218.42 Lacs in the previous year. The profit/(Loss) after tax is Rs.409.88 Lacs as against Rs.717.39 Lacs in the previous year.

DEPOSITS

Your Company has not accepted deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Pursuant to listing agreement with Stock Exchanges, report on Corporate Governance along with Auditors statement on its compliance has been included in this annual report separately.

LISTING WITH STOCK EXCHANGES

DEMATERIALISATION OF SHARES

90.88% of the companyâs paid up Equity Share Capital is in dematerialized form as on 31st March, 2018. The Companyâs Registrar is Sharex Dynamic (India) Pvt. Ltd situated at Unit 1, Luthra Industrial Premises, 1st Floor, Safed Pool, Andheri Kurla Road, Andheri (East), Mumbai 400072. Phone No. 28515606/ 28515644, Website sharexindia.com, email ID: www. sharexindi [email protected]

MEETINGS

During the year, Nine Board Meetings were convened and held, the details of which are given in the Corporate Governance Report.

During the year, Four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report.

DIRECTORS Appointment

Board has not received any candidature for directorsâ appointment and none of the Key Managerial Personnel have resigned during the year under review.

Directors coming up for retirement by rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Haresh V. Shah (DIN: 00008339), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Independent Directors

The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. In accordance with section 149(7) of the Act, each Independent Directors has given a written declaration to the Company confirming that he/she meets the criteria of Independence as mentioned under section 149(6) of the act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance and the directors individually.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

Directorsâ Remuneration Policy and Criteria for Matters under Section 178

AUDITORS AND AUDIT REPORT

Statutory Auditors:

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. Vinodchandra R Shah & Co, Chartered Accountant, (Firm Registration No. 115394W), were appointed as statutory auditors from the conclusion of the twenty-third Annual General Meeting (AGM) held on September 28, 2018 till the conclusion of the twenty-Ninth AGM of the Company in 2022, subject to the ratification of their appointment at every AGM, if required under law.

Secretarial Auditor:

The Secretarial Audit Report for the financial year 2017-18 is attached herewith as Annexure - A signed by Ms. I. Jhaveri, Associate of Mr. Virendra Bhatt. There is no reservation, qualification or adverse remark contained in the Secretarial Auditor Report. Information referred in Secretarial Auditor Report are self-explanatory and donât call for any further comments.

Internal Auditor:

Pursuant to Section 138 of the Companies Act 2013, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors. In line with this requirement, the Board of Directors has appointed M/s P. H. Chincholkar & Co., Chartered Accounts, as Internal Auditor of the Company for the financial year 201718.

He has submitted Internal Audit Report for the financial year 2017-18 to the Board. No major audit observations were observed during the Internal Audit for the financial year 2017-18.

SUBSIDARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT

TOKYO PLAST GLOBAL FZE

Company is in the process of liquidation of its Subsidiary, hence the Consolidated figures are not presented as per Accounting standard (AS) 21 during the year.

VIMALNATH IMPEX FZE

Company has setup a 100% Subsidiary at Ajman free Zone Authority, UAE by the Name of VIMALNATH IMPEX FZE. As required under the Companies Act, 2013 and the Listing Agreements with the Stock Exchanges, the Company has prepared the Consolidated Financial Statements of the Company and its Subsidiaries as per Accounting Standard (AS) - 21 which form part of the Annual Report and Accounts. In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries is set out in the prescribed form AOC-1, which forms part of the Annual Report is enclosed herewith as Annexure-B.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the financial year 2017-2018 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by Listing Regulations. The said Financial Statements have been prepared on the basis of the audited financial statements of the Company, its subsidiary company as approved by their respective Boards of Directors.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and Auditorsâ Report thereon form part of this Annual Report. The Financial Statements as stated above are also available on the website of the Company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is enclosed herewith as Annexure-C.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is enclosed herewith as Annexure-D.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted a CSR Committee and CSR Policy. Additionally the CSR Policy has been updated on the website of the Company at www.tokyoplastint.in details of which annexed here with as Annexure - E

In the financial year 2017-18 the Company has spent Rs. 13lacs towards eradicating extreme hunger & poverty, malnutrition, sanitation, and also promotion of Education.

RELATED PARTY TRANSACTIONS

The Board of Directors has adopted a Policy on materiality of and dealing with related party transactions. All contracts or arrangements with related parties entered into or modified during the financial year were at armâs length basis and in the ordinary course of the Companyâs business. There were no materially significant related party transactions with the Companyâs Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company are periodically placed before the Audit Committee for its omnibus approval and no material contract or arrangements with related parties as provided under Section 188 of the Companies Act, 2013 and rules thereof were entered into during the year under review.

Your Companyâs Policy on Related Party Transactions, as adopted by your Board, can be accessed on the Companyâs website at www.tokyoplastint.in.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has adopted policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of W omen at the work place (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints. The Company has not received any complaint under this policy during the year 2017-18.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with rules made thereunder, as amended from time to time, has been given in the Annexure- F.

VIGIL MECHANISM

DIRECTORâS REPORT DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Companyâs operations in future.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the encouragement and co-operation received by the Company from the Bankers, State Government Authorities, Local Authorities and its Employees during the year. Your Directors are thankful to the shareholders for their continued support and confidence.

For and on Behalf of the Board of Directors

Velji L. Shah

Chairman & Managing Director

DIN: 00007239

Place : Mumbai

Date : 30^th May, 2018

Mar 31, 2016

Dear Members,

The Directors have pleasure in submitting the Twenty Third Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2016

FINANCIAL RESULTS

The Companyâs financial performance for the year under review along with previous yearâs figures are given hereunder :

	Standalone		Consolidated
Particulars	2014-15	2015-16	2015-16
Revenue from operations	549043	5818.20	5818.20
Profit for the year before tax	423.08	541.43	52147
T ax Expenses	(9622)	(88.44)	(88.44)
Net Profit after Tax	326.86	45299	433.0B
Surplus carried over to Balance Sheet	326.86	452.99	433.06
EPS (Basic)	3.44	4.77	4.56
(Diluted)	3.44	4.77	4.56

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The company is engaged in the manufacture of Thermo Food Containers and Coolers. The net receipts from Operations during the year under review were Rs. 588.20 Lacs as against Rs. 5490.43 Lacs in the previous year. The profit/(Loss) after tax is Rs. 452.99 Lacs as against Rs. 326.86 Lacs in the previous year.

DIVIDEND

No Dividend was declared for the current financial year due to conservation of Profits.

DEPOSITS

Your Company has not accepted deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND.

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 25 of the Companies Act, 2013 do not apply.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Pursuant to listing agreement with Stock Exchanges, report on Corporate Governance along with Auditors statement on its compliance and Management Discussion and Analysis has been induced in this annual report separately.

LISTING WITH STOCK EXCHANGES

Company is listed with Bombay Stock Exchange Ltd. and National Stock Exchange (India) Ltd. Stock Code of the company is 5(MB and TOKYOPLAST respectively and ISIN Number for NSDL/ CDSL (Dematerialized shares) is INE932C002 Company confirms that it has paid the Annual Listing Fees for the year 2016-17.

DEMATERIALISATION OF SHARES

90.2% of the companyâs paid up Equity Share Capital is in dematerialized form as on Bit March, 2016 and balance 09.79% is in physical form. The Companyâs Registrar is Sharex Dynamic (India) Pvt. Ltd., situated at Unit 1 Luthra Industrial Premises, Floor, Safed Pool, Andheri Kurla Road, Andheri (East), Mumbai 400372. Phone No. 28515606/ 28515644, Web. Sharexindia.com, email ID [email protected]

MEETINGS

During the year, Twelve Board Meetings were convened and held, the details of which are given in the Corporate Governance Report.

During the year, Five Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report.

DIRECTORS

Appointment

Board has not received any candidature for directors â appointment and none of the Key Managerial Personnel have resigned during the year under review.

Directors coming up for retirement by rotation

Independent Directors

The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. In accordance with section 49(7) of the Act, each Independent Directors has given a written declaration to the Company confirming that he/she meets the criteria of Independence as mentioned under section 49(6) of the act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance and the directors individually.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 3it March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

Directorsâ Remuneration Policy and Criteria For Matters Under Section 178

Information regarding Directors âRemuneration Policy and criteria for determining qualification positive attributes, independence of a director and other matters provided under sub-section (3) of section 78 are provided in the Corporate Governance Report.

AUDITORS AND AUDIT REPORT Statutory Auditors :

The Auditors, M/s. Swamy &Chhabra, Chartered Accountants (FRN : 13036W) was appointed in the 2kt Annual General Meeting for up to 24th Annual General Meeting. In terms of the first proviso to Section 39 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Swamy &Chiabra, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. There is no reservation, qualification or adverse remark contained in the Statutory Auditors Report attached to Balance Sheet as at 3kt March, 2016 Information referred in Auditorsâ Report are self-explanatory and do not call for any further comments.

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, t he Auditors have given written certificate that they confirm the limits specified in the said Section and that they are not disqualified for appointment within the meaning of Section 14-1 of the said Act and also confirmed that they hold a valid certificate issued by the peer review Board of ICAI.

Secretarial Auditor:

The Board has appointed Mr. Virendra Bhatt, Practicing Company Secretary, (MNo.: 157i as Secretarial Auditor according to the provision of section 2(4of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report for the financial year 205-6 is attached herewith as Annexure - A signed by Ms. I. Javeri, Associate of Mr. Virendra Bhatt. There is no reservation, qualification or adverse remark contained in the Secretarial Auditor Report. Information referred in Secretarial Auditor Report are self-explanatory and donât call for any further comments.

Internal Auditor:

Pursuant to Section 38 of the Companies Act 20Â®, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors. In line with this requirement, the Board of Directors has appointed M/s P. H. Chincholkar & Co., Chartered Accounts, as Internal Auditor of the Company for the financial year 2015-16

He has submitted Internal Audit Report for the financial year 2015-16 to the Board. No major audit observations were observed during the Internal Audit for the financial year 2015-16

SUBSIDARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT

Tokyo Plast Global FZE :

Company is in the process of liquidation of its Subsidiary, hence the Consolidated figures are not presented as per Accounting standard (AS) 21 during the year.

Vimalnath Impex FZE :

Company has setup a new Subsidiary at Ajman free Zone Authority, UAE by the Name of VIMALNATH IMPEX FZE.

As required under the Companies Act, 2013 and the Listing Agreements with the Stock Exchanges, the Company has prepared the Consolidated Financial Statements of the Company and its Subsidiaries as per Accounting Standard (AS) - 21which form part of the Annual Report and Accounts. In terms of proviso to sub section (3) of Section 29 of the Act, the salient features of the financial statement of the subsidiaries is set out in the prescribed form AOC-, which forms part of the Annual Report is enclosed herewith as Annexure-B.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the financial year 2015-2016 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by Listing Regulations. The said Financial Statements have been prepared on the basis of the audited financial statements of the Company, its subsidiary company as approved by their respective Boards of Directors.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and Auditors Report thereon form part of this Annual Report. The Financial Statements as stated above are also available on the website of the Company at www.tokyoplastint.in

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is enclosed herewith as Annexure-C.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is enclosed herewith as Annexure-D.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section B5 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted a CSR Committee and CSR Policy. Additionally; the CSR Policy has been updated on the website of the Company at www.tokyoplastint.in details of which annexed here with as Annexure - E

In the financial year 2014- 15 amount of Rs. IE lacs remains unspent and during the year company spent the same for the facilitation of drinking water in the area of Kutch, Gujarat. During financial year 2015-16 Company does not come under the purview of Corporate Social Responsibility but even in the most competitive environment, Tokyo Plast shall strive to use the method and process which is environment friendly.

RELATED PARTY TRANSACTIONS

The Board of Directors has adopted a Policy on materiality of and dealing with related party transactions. All contracts or arrangements with related parties entered into or modified during the financial year were at armâs length basis and in the ordinary course of the Companyâs business. There were no materially significant related party transactions with the Companyâs Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company are periodically placed before the Audit Committee for its omnibus approval and no material contract or arrangements with related parties as provided under Section 88 of the Companies Act, 2013 and rules thereof were entered into during the year under review.

Your Companyâs Policy on Related Party Transactions, as adopted by your Board, can be accessed on the Companyâs website at www.tokyoplastint.in.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Policy against Sexual Harassment at workplace in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding Sexual Harassment. All employees (permanent, contractual, temporary and trainees) are covered under this Policy.

No Complaint has been received by the Committee during the year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 86 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 97(E) of the Companies Act, 20B read with rules made there under, as amended from time to time, has been given in the Annexure- F.

VIGIL MECHANISM

In pursuant to the provisions of section 77(9) &(0) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.tokyoplastint.in

DIRECTORâS REPORT DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact tie going concern status of the Companyâs operations in future.

ACKNOWLEDGEMENT

For And On Behalf of the Board of Directors

Place Mumbai eljiLVShah

Place : 10th August, 2016 Chairman

Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting the Twenty Second Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015

1. FINANCIAL RESULTS

The Company's financial performance for the year under review along with previous year's figures are given hereunder :

The company is engaged in the manufacture of Thermo Food Containers and Coolers. The net receipts from Operations during the year under review were Rs. 5490.43 Lacs as against Rs. 5715.17 Lacs in the previous year. The profit/ (Loss) after tax is Rs. 326.86 Lacs as against Rs. 398.74 Lacs in the previous year.

2. DIVIDEND

No Dividend was declared for the current financial year due to conservation of Profits.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The Company continues its journey of delivering value to its customers. It adopted several significant external benchmarks and certifications. Tokyo Plast International Limited is certified under various standards to meet the clients' demands & enhanced value delivery. The Company has been accredited with the International Quality Certifications (ISO). A detailed review of the progress and the future outlook of the Company and its business, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are presented in a separate section forming part of the Annual Report.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

6. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the company M/s. Swamy&Chhabra, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is included as a part of this report.

7. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to NSE and BSE where the Company's Shares are listed.

8. DEMATERIALISATION OF SHARES:

89.21% of the company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2015 and balance 10.79% is in physical form. The Company's Registrars are Sharex Dynamic (India) Pvt. Ltd., Unit 1, Luthra Industrial Premises, 1 st Floor, Safed Pool, Andheri Kurla Road, Andheri (East), Mumbai 400072. Phone No. 28515606/ 28515644. Web. Sharexindia.com, email ID [email protected]

9. NUMBER OF BOARD MEETINGS HELD :

The Board of Directors duly met 15 times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are as follows : 14th April, 2014, 21st April, 2014, 29th May, 2014, 23rd July, 2014, 12th August, 2014, 20th August, 2014, 9th September, 2014, 6th October, 2014, 20th October, 2014, 14th November, 2014, 11th December, 2014, 10th February, 2015, 7th March, 2015, 20th March, 2015 And 28th March, 2015.

10. DIRECTORS:

Confirmation of Appointment :

Pursuant to the provisions of the section 161(1) of the Companies Act, 2013 read with the Articles of Association of the company, Mrs. Jagruti Mayurbhai Sanghavi is appointed as Additional Director and she shall hold office only up to the date of this Annual General Meeting.

Appointment of Independent Directors :

Mrs. Jagruti Mayurbhai Sanghavi, who is Proposed to be appointed as Independent Director possess appropriate balance of skills, expertise and knowledge and is qualified for appointment as Independent Director. Your Directors recommend the appointment of Mrs. Jagruti Mayurbhai Sanghavi as Independent Director as proposed in the notice for the Annual General Meeting. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Appointment of Managing Director :

Mr. Velji L. Shah, is the chairman of the company since inception and having a vast industrial experience, majority of which has been spent in companies. He is largely responsible for the efficient operations of the Tokyo Plast International Limited and its excellent financial performance. It is also essential for the Company to have his continued services for its future growth. Board of Directors approved his appointment in the Board Meeting of 21st may, 2015.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

11. DECELERATION BY INDEPENDENT DIRECTORS :

The Independent Directors have submitted the declaration of independence, as required pursuant to the Section 149(7) of the Companies Act, 2013 stating that they meet criteria of independence as provided in sub section (6).

12. DIRECTORS' REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178 :

Information regarding Directors' Remuneration Policy and criteria for determining qualification positive attributes, independence of a director and other and other matters provided under sub- section (3) of section 178 are provided in the Corporate Governance Report.

13. AUDIT OBSERVATIONS :

Auditors' observations are suitably explained in notes to the Accounts and are self-explanatory.

AUDITORS:

Statutory Auditors :

The Auditors, M/s. Swamy&Chhabra, Chartered Accountants was appointed in the 21st Annual General Meeting for upto 24th Annual General Meeting is hereby ratified in this Annual General Meeting till conclusion of next Annual General Meeting, with remuneration as may be decided by the Board of Directors.

Secretarial Audit :

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is given as a part of this report - Annexure-A.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure- B of this report.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR) :

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted a CSR Committee. CSR Committee of the Board has constituted a CSR Policy details of which are given in the Annexure - C of this report. Additionally; the CSR Policy has been updated on the website of the Company at www.tokyoplastint.in .

16. VIGIL MECHANISM :

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.tokyoplastint.in.

17. RELATED PARTY TRANSACTIONS :

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is given in the Annexure D of this report. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company www.tokyoplastint.in

18. EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-E.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

20. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

21. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT :

Your Company has a Subsidiary namely - Tokyo Plat Global FZE at U.A.E. Company has intented to liquidate its Subsidiary, hence the Consolidated figures are not presented as per Accounting standard (AS) 21 during the year.

22. DIRECTOR'S REPORT DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company encourage its people to identify and seize opportunities. The current economic environment in combination with significant growth ambitions of the Company carries with it, an evolving set of risks. The Company recognizes that these risks need to be managed to protect its customers, employees, shareholders and other stakeholders to achieve its business objectives and enable sustainable growth. Risk and opportunity management is therefore a key element of the overall company strategy. The company has introduced several improvements to integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and internal audit activities. The process for formulating a defined risk assessment framework encompassed, inter-alia, a methodology for assessing and identifying risks on an ongoing basis, risk prioritizing, risk mitigation, monitoring plan and comprehensive reporting on management of enterprise wide risks.

23. ACKNOWLEDGEMENT:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

By Order of the Board of Directors

VELJI L. SHAH CHAIRMAN Place: Mumbai Date: 30th May 2015

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty First Annual Report together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

31.03.2014 31.03.2013 (Rs. In Lacs) (Rs. In Lacs)

Revenue from operations 5715.17 5126.67

Profit after Tax 398.34 99.01

Surplus carried over to Balance Sheet 398.34 99.01

The Company recorded a gross turnover of Rs.5715.17 lacs up from Rs.5126.67 lacs of the previous

Financial Year. During the year the turnover has increased by 11.48% and PAT has increased by 302.33%.

DIVIDEND:

In Order to conserve resources for future operations, your directors have decided not to recommend any dividend for the year.

DEPOSITS:

The company has not accepted any fixed deposits from the public during the year under review.

CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance along with a certificate on compliance of conditions of Corporate Governance form part of this report.

MANAGEMENT''S DISCUSSION & ANALYSIS REPORT

A detailed review of the progress and the future outlook of the Company and its business, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Annual Report.

AUDITORS AND AUDITORS'' REPORT

M/s. Swamy & Chhabra, Chartered Accountants,, the Statutory Auditors of the Company, hold office until the ensuing Annual General Meeting (AGM). The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the companies Act, 2013 and the Rules framed there under, it is proposed to appoint M/s. Swamy & Chhabra as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 24th AGM to be held in the year 2017, subject to ratification of their appointment at the subsequent AGMs.

The notes to accounts referred to in the Auditors'' Report are self-explanatory and therefore, do not call for any further comments.

COST AUDITOR:

The Board has appointed Mr. Rahul A. Chincholkar, Cost Accountant as Cost Auditor of the Company for the financial year 2014-15.

DIRECTORS:

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Shri. Velji L. Shah Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-election.

Further, in terms of provision of Section 149 and other applicable provisions of the Companies Act, 2013, none of the Independent Directors shall be liable to retire by rotation. In view of afore said, Shri. Chimanlal A. Kachhi and Shri. Tassadduq Ali Khan, Independent Directors of the Company, being eligible, have offered themselves for appointment as Independent Directors to hold office as such Independent Directors of the Company for a period of five consecutive years up to the conclusion of Twenty Sixth Annual General Meeting to be concluded in the calendar year 2019. Required resolutions for their appointment have been included in the Notice calling the ensuing Annual General Meeting.

Brief resume of the Directors proposed to be re-appointed, nature of the expertise in specific functional areas, name of the Companies in which they hold Directorships and Memberships/Chairmanships of the Board Committees and shareholding, as stipulated under Clause 49 of the Listing Agreement with Stock Exchange in India, forms part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

i. in the preparation of the Annual Accounts for the year ended 31st March 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. they have selected such accounting policies in consultation with statutory auditors and have applied them consistently and made judgments and estimates that were 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 ended 31st March, 2014 and of the profit of the Company for the year under review.

ii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The annual accounts for the year ended 31st March, 2014 have been prepared on a ''going concern basis''.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

Your Company has a subsidiary namely - Tokyo Plast Global FZE at U.A.E. A statement containing brief financial details of the Subsidiary Companies for the year ended 31 March, 2014 is included in the notes of the consolidated financial statement (Page No.62). As required under the Companies Act, 1956 and the Listing Agreements with the Stock Exchanges and, the Company has prepared the Consolidated Financial Statements of the Company and its Subsidiaries as per Accounting Standard (AS) - 21 which form part of the Annual Report and Accounts. The Annual Accounts of the Subsidiary Companies and related detailed information will be made available to the Shareholders of the Company seeking such information. The Annual Accounts of the Subsidiary Companies are also kept for inspection by any investors at the Registered Office of your Company

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under the Clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 and as amended and forming part of the Directors'' Report for the year ended March 31, 2014 is given in the Annexure to this Report.

PARTICULARS OF THE EMPLOYEES:

There are no employees falling within the purview of Section 217 (2A) of the Companies Act, 1956.

DISCLOSURE REQUIRED UNDER CLAUSE 31 OF THE LISTING AGREEMENT

The shares of the company are listed at the following Stock Exchanges:

1.Bombay Stock Exchange Limited 2.National Stock Exchange of India Ltd Phiroze Jeejeebhoy Towers, Exchange Plaza, B andra-Kurla Complex, Dalal Street, Mumbai-400 051 Bandra (East), Mumbai - 400001.

There are no arrears of listing fees payable to any of the above Stock Exchanges. The Company has applied for de-listing of the equity shares from the following stock exchanges as approved by the shareholders in the Annual General Meeting held on 29th September 1999.

1. The Stock Exchange, Ahmedabad.

2. The Calcutta Stock Exchange Association Ltd.

3. Madras Stock Exchange Ltd.

4. Vadodara Stock Exchange Ltd.

5. The Delhi Stock Exchange Association Ltd.

ACKNOWLEDGEMENT:

Your Directors take this opportunity of thanking the Shareholders, Bankers, Auditors, Registrars, Business Associates, and Employees of the Company for their co-operation received during the year under review.

ON BEHALF OF BOARD OF DIRECTORS

VELJI L. SHAH CHAIRMAN Place: Mumbai Date: 29th May 2014.

Mar 31, 2012

To The Members of Tokyo Plast International Limited

The Directors have pleasure in presenting the Nineteenth Annual Report together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS:

31.03.2012 31.03.2011 (Rs.in Lakhs) (Rs.in Lakhs)

Revenue from Operations 5127.41 4973.97

Profit after Tax 528.76 430.06

Surplus Carried Over to Balance Sheet 528.76 430.06

During the year the turnover has increased by 3.08% and PAT has increased by 23%.

DIVIDEND:

In Order to conserve resources for future operations, your directors have decided not to recommend any dividend for the year.

DEPOSITS:

The company has not accepted any fixed deposits from the public during the year under review.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance along with a certificate on compliance of conditions of Corporate Governance form part of this report.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the company's Articles of Association, Shri Velji L. Shah Director and Shri Chimanlal A. Kachhi Independent Director of the Company retires by rotation, and being eligible, offer themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

i. in the preparation of the Annual Accounts for the year ended 31st March 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. they have selected such accounting policies in consultation with statutory auditors and have applied them consistently and made judgments and estimates that were 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 ended 31st March, 2012 and of the profit of the Company for the year under review.

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with die provisions of die Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The annual accounts for the year ended 31st March, 2012 have been prepared on a 'going concern basis'.

PARTICULARS OF THE EMPLOYEES:

There are no employees falling witiiin the purview of Section 217 (2A) of the Companies Act, 1956.

DISCLOSURE UNDER SECTION 274(1) (g):

None of the Directors of the Company have been disqualified under Section 274(1) (g) of the Companies Act, 1956.

DISCLOSURE REQUIRED UNDER CLAUSE 31 OF THE LISTING AGREEMENT

The shares of the company are listed at the following Stock Exchanges:

1. The Stock Exchange, Mumbai,

Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400001.

2. National Stock Exchange of India Ltd.

Exchange Plaza Bandra - Kurla Complex Bandra (East) Mumbai-400 051.

There are no arrears of listing fees payable to any of the above Stock Exchanges. The Company has applied for de-listing of the equity shares from die following stock exchanges as approved by die shareholders in the Annual General Meeting held on 29m September 1999.

1. The Stock Exchange, Ahmedabad.

2. The Calcutta Stock Exchange Association Ltd.

3. Madras Stock Exchange Ltd.

4. Vadodara Stock Exchange Ltd.

5. The Delhi Stock Exchange Association Ltd.

AUDITORS:

The Auditors M/s. Swamy & Chhabra, Chartered Accountants, retire at the end of this Annual General Meeting and, being eligible, offer themselves for reappointment.

AUDITORS REPORT:

The Auditors qualifications are noted and the company is taking effective steps to remedy the situations.

ACKNOWLEDGEMENT:

Your Directors take mis opportunity of thanking the Shareholders, Bankers, Auditors, Registrars, Business Associates, and Employees of the Company for tiieir co-operation received during the year under review.

To The Members of Tokyo Plast International Limited

The Directors have pleasure in presenting the Nineteenth Annual Report together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS:

31.03.2012 31.03.2011 (Rs.in Lakhs) (Rs.in Lakhs)

Revenue from Operations 5127.41 4973.97

Profit after Tax 528.76 430.06

Surplus Carried Over to Balance Sheet 528.76 430.06

During the year the turnover has increased by 3.08% and PAT has increased by 23%.

DIVIDEND:

In Order to conserve resources for future operations, your directors have decided not to recommend any dividend for the year.

DEPOSITS:

The company has not accepted any fixed deposits from the public during the year under review.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance along with a certificate on compliance of conditions of Corporate Governance form part of this report.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the company's Articles of Association, Shri Velji L. Shah Director and Shri Chimanlal A. Kachhi Independent Director of the Company retires by rotation, and being eligible, offer themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

i. in the preparation of the Annual Accounts for the year ended 31st March 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. they have selected such accounting policies in consultation with statutory auditors and have applied them consistently and made judgments and estimates that were 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 ended 31st March, 2012 and of the profit of the Company for the year under review.

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with die provisions of die Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The annual accounts for the year ended 31st March, 2012 have been prepared on a 'going concern basis'.

PARTICULARS OF THE EMPLOYEES:

There are no employees falling witiiin the purview of Section 217 (2A) of the Companies Act, 1956.

DISCLOSURE UNDER SECTION 274(1) (g):

None of the Directors of the Company have been disqualified under Section 274(1) (g) of the Companies Act, 1956.

DISCLOSURE REQUIRED UNDER CLAUSE 31 OF THE LISTING AGREEMENT

The shares of the company are listed at the following Stock Exchanges:

1. The Stock Exchange, Mumbai,

Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400001.

2. National Stock Exchange of India Ltd.

Exchange Plaza Bandra - Kurla Complex Bandra (East) Mumbai-400 051.

There are no arrears of listing fees payable to any of the above Stock Exchanges. The Company has applied for de-listing of the equity shares from die following stock exchanges as approved by die shareholders in the Annual General Meeting held on 29m September 1999.

1. The Stock Exchange, Ahmedabad.

2. The Calcutta Stock Exchange Association Ltd.

3. Madras Stock Exchange Ltd.

4. Vadodara Stock Exchange Ltd.

5. The Delhi Stock Exchange Association Ltd.

AUDITORS:

The Auditors M/s. Swamy & Chhabra, Chartered Accountants, retire at the end of this Annual General Meeting and, being eligible, offer themselves for reappointment.

AUDITORS REPORT:

The Auditors qualifications are noted and the company is taking effective steps to remedy the situations.

ACKNOWLEDGEMENT:

Your Directors take mis opportunity of thanking the Shareholders, Bankers, Auditors, Registrars, Business Associates, and Employees of the Company for tiieir co-operation received during the year under review.

ANNEXURE TO DIRECTORS' REPORT

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO IN TERMS OF SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956.

A. CONSERVATION OF ENERGY

Measures of energy conservation have been continuing systematically.Conscious efforts are made to bring awareness amongst users for energy conservation. Routine measures of energy conservation include careful monitoring and optimization of fuel and electrical energy consumption.

The Total Electric consumption during the year: 3478030 Unit.

B. RESEARCH & DEVELOPMENT:

1. Specific area where R&D is being carried out by the Company.

Development of innovative product designs.

2. Benefits derived as results of the above R&D:

Sustenance of market share in the stiff competitive global market and despite global recession, increase in orders by creation of new and innovative products with attractive variations.

3. Future Plan of Action:

Continuous efforts in improving product quality, reliability and cost reduction.

Focus in improving design efficiency and productivity Strengthening the design and development processes to address the global market and new opportunities.

4. Expenditure on R & D:

The Company has not incurred any expenditure on R & D.

C. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

1. Efforts: The Company is constantly taking steps which will result in reduction in the idle time of production process.

2. Benefits: Significant improvement in product quality and reliability has been achieved.

3. Imported Technology: Nil.

ON BEHALF OF BOARD OF DIRECTORS

VELJIL. SHAH CHAIRMAN

Place: Mumbai

Date :30th May 2012.

Mar 31, 2010

The Directors have pleasure in presenting the Seventeenth Annual Report together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

31. 03. 2010 31. 03. 2009

(Rs. in (Rs. in (Lakh Lakhs)

Sales 4058.71 2780.07

Profit / Loss after Tax 233.23 -22.62

Surplus / Deficit carried over to Balance Sheet 233.23 -22.62

In the year marked with challenges and opportunities, your company has achieved credible financial results. The turnover has increased by 46% and the PAT has gone up to Rs.233.23 Lacs.

DIVIDEND:

In view of the meager profits and the need to conserve the resources for the increased activity, your Directors do not recommend dividend for the year under review.

INDUSTRY OUTLOOK:

Your Company is optimistic about the outlook for the industry. Last year was a year of renewal of confidence and optimism in the Indian economy, as it has been rebounded strongly from the impact of the global financial crises and demonstrated its inherent strength and growth potential. Despite the continued threat from Chinese market for the plastic industry your Company has positioned itself as a value added player and has successfully faced the threat.

However the exchange rate of rupee vis-ÃÂ -vis the US dollar has raised some uncertainties has put pressure on margins. However Your Company is taking proactive steps to tackle the situation and ensure that the margin erosion is kept to the minimum.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the companys Articles of Association, Shri. Velji L. Shah, Director and Shri. Chimanlal Andarji Kachhi, Independent Director of the Company retires by rotation, and being eligible, offer themselves for re-appointment.

DEPOSITS:

The company has not accepted any fixed deposits from the public during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

i. in the preparation of the Annual Accounts for the year ended 31st March 2010, the applicable accounting

standards have been followed along with proper explanation relating to material departures, if any;

ii. they have selected such accounting policies in consultation with statutory auditors and have applied them

consistently and made judgments and estimates that were 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 ended 31st March, 2010 and of the profit of the Company for the year under review.

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The annual accounts for the year ended 31st March, 2010 have been prepared on a going concern basis.

AUDITORS:

The Auditors M/s. Swamy & Chhabra, Chartered Accountants, retire at the end of this Annual General Meeting and, being eligible, offer themselves for reappointment.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO IN TERMS OF SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956.

A. CONSERVATION OF ENERGY

Measures of energy conservation have been continuing systematically. Conscious efforts are made to bring awareness amongst users for energy conservation. Routine measures of energy conservation include careful monitoring and optimization of fuel and electrical energy consumption.

B. RESEARCH & DEVELOPMENT:

1. Specific area where R&D is being carried out by the Company.

Development of innovative product designs.

2. Benefits derived as results of the above R&D:

Sustenance of market share in the stiff competitive global market and despite global recession, increase in orders by creation of new and innovative products with attractive variations.

3. Future Plan of Action:

Continuous efforts in improving product quality, reliability and cost reduction.

Focus in improving design efficiency and productivity . Strengthening the design and development processes to address the global market and new opportunities.

4. Expenditure on R & D:

The Company has not incurred any expenditure on R & D.

C. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

1. Efforts: The Company is constantly taking steps which will result in reduction in the idle time of production process.

2. Benefits: Significant improvement in product quality and reliability has been achieved.

3. Imported Technology: Nil.

D. FOREIGN EXCHANGE EARNINGS / OUTGO:

During the year under review, the companys foreign exchange earnings were Rs.3774.75 lacs (Previous Year Rs.2516.61 lacs). The expenditure in foreign currency including imports during the year amounted to Rs.252.89 lacs (Previous Year Rs.415.80 lacs)

AUDITORS REPORT:

The Auditors qualifications are noted and the company is taking effective steps to remedy the situations.

PARTICULARS OF EMPLOYEES:

There are no employees falling within the preview of Section 217(2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance along with a certificate on compliance conditions of Corporate Governance form part of this report.

DISCLOSURE UNDER SECTION 274(1) (g):

None of the Directors of the Company have been disqualified under Section 274(1) (g) of the Companies Act, 1956.

ACKNOWLEDGEMENT:

Your Directors take this opportunity of thanking the Shareholders, Bankers, Auditors, Registrars, Business Associates, and Employees of the Company for their co-operation received during the year under review.

ON BEHALF OF BOARD OF DIRECTORS

Place : Mumbai VELJI L. SHAH Date : 31st May, 2010 CHAIRMAN

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