Dear Members,
Your Directors present their Thirtieth Annual Report and the Audited Financial
Statement for the year ended March 31, 2023.
FINANCIAL RESULTS
The Companys financial performance for the year under review along with previous
years figures is given hereunder:
|
Standalone |
Consolidated |
| Particulars |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Revenue from operations |
7552.80 |
7993.21 |
NA |
7793.21 |
| Profit for the year before tax |
18.81 |
(25.43) |
NA |
(25.44) |
| Tax Expenses |
31.27 |
(9.95) |
NA |
(9.95) |
| Net Profit after Tax |
(12.46) |
(15.48) |
NA |
(15.49) |
| Other Comprehensive Income, net of income tax |
31.60 |
89.53 |
NA |
89.75 |
| Surplus carried over to Balance Sheet |
19.14 |
74.05 |
NA |
74.26 |
| EPS (Basic) |
(0.13) |
(0.16) |
NA |
(0.16) |
| (Diluted) |
(0.13) |
(0.16) |
NA |
(0.16) |
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 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 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.7552.80 Lakhs as against
Rs.7793.21 Lakhs in the previous year. The Profit/Loss after tax is Rs.(12.46)Lakhs as
against Rs.(15.48) Lakhs in the previous year.
DEPOSITS
Your Company has not accepted deposits within the meaning of Section 73 and 76 of the
Companies Act, 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, 2023.
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 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 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
92.34% of the companys paid up Equity Share Capital is in dematerialized form as on
31st March, 2023. The Companys 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, 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 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.
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, 2023, 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.
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.
AUDITORSANDAUDIT REPORT StatutoryAuditors:
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.
SecretarialAuditor:
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 2022-23 is attached herewith as
Annexure – A signed by Mr. Virendra Bhatt.
The Secretarial Audit Report for the financial year ended 31st 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.
InternalAuditor:
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 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 100% 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 the 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 license number- 0000004006497 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 Tokyo Plast Global FZEhad Nil revenue It
had a networth of AED (116.61) as at 31st March 2022
VIMALNATHIMPEXFZE
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- 13483 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 $ (12) during F.Y.2021-22. It
had a networth of $(74081) as at 31st March 2022.
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.
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-C.
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 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 details 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 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 Companys Policy on Related Party Transactions, as adopted by your Board, can be
accessed on the 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,2013. 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 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.
VIGILMECHANISM
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
DIRECTORS 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
COMPANYWHICHHAVEOCCURREDBETWEENTHEENDOFTHEFINANCIALYEAROFTHECOMPANY TOWHICHTHE FINANCIAL
STATEMENTS RELATEANDTHE DATE OFTHE 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 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 |
Chairman& Managing Director |
| Date: 12th May, 2023 |
DIN: 00007239 |
+91-9892691696
