Tokyo Plast International Ltd

Dear Members,

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

Financial Results

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

(Rs. In Lakhs)

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.

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.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 Company's Shareholders' Reference at weblink https://tokyoplastint.in/unclaimed-and-unpaid-dividend/ or contact Link Intime India Private Limited at iepf.shares@linkintime.co.in 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 2024-25.

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 company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2024. The Company's 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: rnt.helpdesk@linkintime.co.in

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 Septem-ber, 2024 and will be regularized as an Independent Director in ensuing Annual General Meeting subject to approval of Shareholders.

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; 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 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.

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 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 of the 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 of Tokyo 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 (“Amendment Act, 2017”), 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 of the 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 arm'slength basis and in the ordinary course of the Company's 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 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 Company's Policy on Related Party Transactions, as adopted by your Board, can be accessed on the Company's 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

Director's 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 Company's 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.