BOARD REPORT To the Members, Your 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. 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. DECLERATION 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. 21 SUBSIDARY 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 |