To The Members,
Your Directors present their 32 nd (Thirty Second) Annual Report and
the Audited Financial Statement for the year ended March 31, 2025.
1. STATE OF AFFAIRS OF THE COMPANY:
a. Financial Results
(A MOUNT IN LAKHS)
|
Standalone |
Consolidated |
|
Financial Year |
Financial Year |
Financial Year |
Financial Year |
Particulars |
|
|
|
|
|
2024-25 |
2023-24 |
2024-25 |
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 |
Pro"t/ (loss) before
tax |
172.09 |
128.36 |
171.09 |
128.36 |
Pro"t/ (loss) after
tax |
132.41 |
100.28 |
131.41 |
100.28 |
The Company's "nancial performance for the year under review along
with previous year's "gures is given hereunder:
b. Business Operations and Future Prospects
The Company continues its journey of delivering value to its customers.
It adopted several signi"cant external benchmarks and certi"cations. Tokyo Plast
International Limited is certi"ed 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 certi"cate, 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 Pro"t/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 "nancial year ended 31 st March, 2025.
3. TRANSFER TO RESERVES:
It is not proposed to transfer any amount to reserves out of the
pro"ts earned during FY 2024-25.
4. SHARE CAPITAL:
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 "nancial
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:
• Refer to the Company's Shareholders' Reference Guide available
at: https://tokyoplastint.in/unclaimed-and-unpaid-dividend/
• 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 bene"ts 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 30th December, 2020 for a period of "ve 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 "ve 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 "ve 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 Non-Executive 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 Of"cer |
3 |
Ms. Swagata Vinayak Indulkar* |
Company Secretary and |
|
|
Compliance Of"cer |
4 |
Ms. Sonal Gandhi** |
Company Secretary and Compliance |
|
|
Of"cer |
*During the year under review, Ms. Swagata Vinayak Indulkar was
appointed as the Company Secretary and Compliance Of"cer w.e.f. May 7, 2024, and
resigned from the said position on February 4, 2025.
** Ms. Sonal Gandhi was appointed as the Company Secretary and
Compliance Of"cer w.e.f. May 16, 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, re'ecting a high level of engagement by the Board and its
Committees.
e. Number of Meetings of the Board of Directors
During the "nancial 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 Certi"cate issued by Mr. Virendra Bhatt,
Practicing Company Secretary (Membership No.: 1157), con"rming compliance with the
conditions of Corporate Governance and certifying that none of the Directors on the Board
of the Company have been disquali"ed 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 certi"cate duly signed by the Managing Director and Chief
Financial Of"cer of the Company, con"rming the correctness of the "nancial
statements and the adequacy of internal controls, was placed before the Board. This
certi"cate is also annexed to the Corporate Governance Report.
All the Directors and Senior Management personnel of the Company have
af"rmed compliance with the Code of Conduct applicable to them for the "nancial
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 Of"ce 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 con"rm 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
"nancial year and of the pro"t of the company for the same period;
c) the directors have taken proper and suf"cient 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 "nancial 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 of"ce 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
"nancial 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 con"rmed that they are not
disquali"ed from continuing as Auditors of the Company under the provisions of the
Act and have issued a report on the "nancial statements of the Company for the
"nancial 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 "nancial 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 Of"cer.
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 "rst 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 "led with MCA as on 31 March 2025.
The non-"ling was due to an administrative oversight. The
necessary form is being "led along with applicable additional fees. The Company has
now put in place internal controls to ensure timely statutory "lings. v. Outcome of
the Board Meeting dated 8 th August 2024 submitted to Stock exchange does not include the
"nancial results for the quarter ended 30 th June 2024. The same was submitted as
revised "ling on 9 th August 2024, hence delayed "ling
The "nancial statement was inadvertently missed in the "ling
dated 8 th August, 2024 hence, the revised "ling 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 "nancial, credit, legal,
regulatory and other risk keeping in view the nature and size of its business.
14. ACCOUNTING TREATMENT:
The "nancial statements of the Company for the year ended 31st
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 31st March 2025, the Company has One (1) Wholly Owned Subsidiary:
• 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 |
Pro"t/ (loss) before |
(99,776) |
taxPro"t/ (loss) after tax |
(99,776) |
The "nancial extract of the subsidiary in form AOC 1 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 ef"cient conduct of the business, including
adherence to the Company's policies and procedures. The internal "nancial 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
"nancial 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
"nancial year: None b. number of complaints disposed of during the "nancial
year: NA c. number of complaints pending as on end of the "nancial year: None d.
number of complaints pending for more than ninety days: None
Further, the Company has complied with the provisions of Maternity
Bene"t Act, 1961 during the year under review.
19. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186
OF THE ACT:
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 "nancial year 2024–25 has been uploaded on the Company's
website and can be accessed at : https://tokyoplastint.in/extract-of-annual-return
21. COMPLIANCE WITH 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 "nancial
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 con"rm 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) Signi"cant or material orders
passed by Regulators or Courts impacting the Company's going concern status d) Material
changes and commitments affecting the "nancial position between the end of the
"nancial 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
"nancial 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 con"rmed 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 ful"l the conditions of independence. The Independent Directors
have also af"rmed that they have complied with the Company's Code of Business
Conduct. In terms of requirements of the Listing Regulations, the Board has identi"ed
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,
pro"ciency, and quali"cations. 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 con"dence in the Company.
|
By Order of the Board |
|
For Tokyo Plast International Limited |
|
Sd/- |
|
Velji L. Shah |
Place: Mumbai |
Chairman & Managing Director |
Date: 1st September, 2025 |
|
|
DIN: 00007239 |
|