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Directors Report of Tokyo Plast International Ltd.

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 Company’s financial performance for the year under review along with previous year’s 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 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.

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. 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 company’s paid up Equity Share Capital is in dematerialized form as on Bit March, 2016 and balance 09.79% is in physical form. The Company’s 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 sharexindia@vsnl.com

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 ’ 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 have 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 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;

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 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 Auditors’ 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 don’t call for any further comments.

Internal Auditor:

Pursuant to Section 38 of the Companies Act 20®, 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 arm’s length 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 88 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 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

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 RELATEAND 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 tie 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 co-operation received by the Company from the Bankers, State Government Authorities, Local Authorities and its Employees during the year.

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 sharexindia@vsnl.com

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-à-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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