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Tokyo Plast International Ltd. AGM Information 2021

Aug 12, 2021

62597_rns_2021-08-12_f694c729-c40f-4c7a-a391-50c39c237c2f.pdf

AGM Information

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Wednesday, August 11, 2021

To, Bombay Stock Exchange Ltd Corporate Relationship Department Exchange Plaza, C-1, Block G, 1st Floor, New Trading Ring, Bandra Kurla Complex, Rotunda Building, P.J. Towers, Bandra (E), Mumbai – 400 051 Dalal Street, Fort, Mumbai- 400001 (Scrip Code No: 500418) (Scrip Code: Tokyo Plast)

National Stock Exchange of India Ltd Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051

Sub: Notice of 28th Annual General Meeting

Dear Sir/Madam,

Pursuant to Regulation 30 read with schedule III and other applicable provisions of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, we wish to intimate that the 28th Annual General Meeting of the Company has been scheduled to be held on Wednesday, 01st September, 2021 at 11.00 a.m. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the business as enumerated in the attached Notice.

Thanking You,

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Haresh V. Shah Director DIN: 00008339

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ADMIN. OFFICE: 601‐A, 6th Floor, Dynasty Business Park, Andheri‐Kurla Road, Near J.B.Nagar Metro Station, Andheri (East), Mumbai – 400 059, India. Tel : 91‐22‐6145 3300 * Fax : 91‐22‐6691 4499 * E‐mail : [email protected] * Website : www.tokyoplast.com REGD. OFFICE : Plot No.363/1, (1,2,3), Shree Ganesh Industrial Estate,Kachigaum Road,Daman – 396 210(U.T.), India. Tel : (0260) 2242977 / 2244471 * Fax : (0260) 2243271* CIN – L25209DD1992PLC009784

ANNUAL REPORT 2020 - 2021

NOTICE

Notice is hereby given that the Twenty Eighth Annual General Meeting of the shareholders of Tokyo Plast International Limited (CIN -L25209DD1992PLC009784) will be held on Wednesday, 1st September, 2021 at 11:00A.M. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following business:

Ordinary Business:

  1. To receive, consider and adopt:

  2. (i) the Audited Standalone Financial Statementfor the year ended 31st March, 2021 and the Report of the Board of Directors and Auditors thereon.

  3. (ii) the Audited Consolidated Financial Statement for the year ended 31st March, 2021 and the Report of the Auditors thereon.

  4. To appoint a Director in place of Mr. Haresh Velji Shah Director, who retires by rotation and being eligible, offers himself for re-appointment.

  5. To appoint a Director in place of Mr. Priyaj Haresh Shah Director, who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

  1. Reclassification of Promoters of the Company as Public Shareholders.

To consider and approve reclassification of Promoters of the Company and this regard to consider and fit to pass, with or without modification(s), the following resolution is Special Resolution.

“RESOLVED THAT , pursuant to Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other applicable provisions including any amendment(s) or modification(s) made thereto from time to time and any other laws and regulations as may be applicable from time to time, and subject to the necessary approvals of the Stock Exchanges and other appropriate statutory authorities as may be necessary, the consent of the members of the Company be and is hereby accorded for rereclassification of the following persons from ‘Promoter and Promoter Group Category’ and remove their names from the ‘Promoter and Promoter Group’ Category.

“RESOLVED FURTHER THAT , the following persons are neither involved in the management of the Company nor exercise any control over the affairs of the Company and also do not have any right either to nominate any Director of the Company or an ability to control the management or policy decisions of the Company in any manner. None of the promoters act would influence the decision taken by the Company.

1

TOKYO PLAST INTERNATIONAL LIMITED

==> picture [44 x 37] intentionally omitted <==

Name of Promoter along with Person
acting in concert.		 No of Shares held Percentage
Ankur Rayshi Shah
Chirag Rayshi Shah
Pushpa Pravin Shah
Heena Bharat Shah
Bharat Malshibhai Shah
Pravin Malshi Shah
Malshi Lakhdir Shah
Rayshi Lakhdir Shah
Maniben Rayshi Shah		 19000
25500
142866

170885

0
0
0
20
144980		 0.20
0.27
1.50
1.80
0
0
0
0.02
1.53
Total 503251 5.32

“RESOLVED FURTHER THAT , pursuant to Regulation 31A (3) sub clause (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2018, it is hereby confirmed that, the aforesaid person(s) seeking reclassification:

  • i. Do not hold more than ten percent of the total voting rights in the Company;

  • ii. Do not exercise control over the affairs of the Company directly or indirectly;

  • iii. Do not have any special rights with respect to the Company through formal or informal arrangements including through any shareholder agreements;

  • iv. Have not been represented on the Board of Directors (including not having a nominee director) of the Company;

  • v. Have never act as a key managerial person in the Company;

  • vi. Are not a ‘wilful defaulter’ as per the Reserve Bank of India Guidelines vii. Are not a fugitive economic offender.

“RESOLVED FURTHER THAT , on approval of the stock exchange upon application for re-classification of the aforesaid person, the Company shall effect such reclassification in the statement of Shareholding pattern from immediate succeeding quarter under regulation 31 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and compliance to SEBI (Substantial Acquisition of Shares and takeovers) Regulations, 2011, SEBI (Prohibition of Insider Trading) Regulations, 2015 and SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 and other applicable provisions.

“RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board or the officers authorised by the Board in this regard be and are hereby authorized to do all such acts, deeds, matters and things as may be necessary or expedient and to settle any questions, difficulties or doubts that may arise in this regard without requiring the Board to secure any further consent or approval of the members of the Company.”

2

ANNUAL REPORT 2020 - 2021

IMPORTANT NOTES:

  1. This AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slipare not annexed to this Notice.

  2. The Register of members and the share transfer books of the company will remain closed from 25th August, 2021 to 01st September, 2021 (both days inclusive).

  3. Members are requested to notify the change in address or bank details or to update their e-mail Id. The said information should be submitted to the Company’s Registrar and Share Transfer Agent, Link Intime India Pvt Ltd, C - 101, 247 Park, L B S Marg, Vikhroli West, Mumbai - 400 083. Phone No. 49186270. Website : linkintime.co.in, email ID: [email protected] if the shares are held in physical form and to the concerned Depository Participants (‘DP’), if the shares are held in electronic form.

  4. In line with the MCA General Circular dated May 5, 2020, the Notice of the AGM along with the Annual Report 2020-21 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company / Depositories. The Notice convening the 28thAGM has been uploaded on the website of the Company at www.tokyoplastint.in

  5. Members desirous of obtaining any information concerning the accounts of the Company are requested to send their queries to the Company at least seven days before the date of the Meeting. Replies will be provided only at the meeting.

  6. Since the AGM will be held through VC / OAVM, the RouteMap is not annexed in this Notice.

1. Voting through electronic means:

  • In compliance with Section 108 of the Companies Act, 2013 read with Rule 20 of The Companies (Management and Administration) Rules, 2014 as substituted by The Companies (Management and Administration) Amendment Rules, 2015 & Regulation 44 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company is offering remote e-voting facility to the members to enable them to cast their votes electronically from a place other than the venue of the AGM ('remote e-voting') provided by Central Depository Services Limited (‘CDSL’).

Members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.

3

TOKYO PLAST INTERNATIONAL LIMITED

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CDSL e-Voting System – Fore-voting and Joining Virtual meetings.

  1. As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The forth coming AGM/EGM will thus be held through through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM/ EGM through VC/OAVM.

  2. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM/EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the EGM/AGM will be provided by CDSL.

  3. The Members can join the EGM/AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM/AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Inves tors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM/AGM without restriction on account of first come first served basis.

  4. The attendance of the Members attending the AGM/EGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

  5. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, , the facility to appoint proxy to attend and cast vote for the members is not available for this AGM/EGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM/EGM through VC/OAVM and cast their votes through e-voting.

4

ANNUAL REPORT 2020 - 2021

  1. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM/EGM has been uploaded on the website of the Company at www.tokyoplastint. in The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The AGM/EGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM/EGM) i.e.www.evotingindia.com.

  2. The AGM/EGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.

  3. In continuation of this Ministry’s General Circular No. 20/2020, dated 05th May, 2020 and after due examination, it has been decided to allow companies whose AGMs were due to be held in the year 2020, or become due in the year 2021, to conduct their AGMs on or before 31.12.2021, in accordance with the requirements provided in paragraphs 3 and 4 of the General Circular No. 20/2020 as per MCA circular no. 02/2021 dated January,13,2021.

THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOININGVIRTUAL MEETINGSARE AS UNDER:

  • (i) The voting period begins on Sunday, 29th August, 2021 at 9.00 a.m. (IST) and ends on Tuesday, 31st August, 2021 at 5.00 p.m. (IST). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 25th August 2021 may cast their vote electronically. The e-voting mod ule shall be disabled by CDSL for voting thereafter.

  • (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

  • (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of allshareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail share holders is at a negligible level.

5

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TOKYO PLAST INTERNATIONAL LIMITED

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of mul tiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and conve nience of participating in e-voting process.

  • (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding se curities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetingsfor Individual shareholders holding securities in Demat mode CDSL/NSDLis given below:

Type of
**shareholders **		 Login Method
Individual
Shareholders
holding
securities in
Demat mode
withCDSL		 1) Users who have opted for CDSL Easi / Easiest facility, can login through their
existing user id and password. Option will be made available to reach e-Voting page
without any further authentication. The URL for users to login to Easi / Easiest
arehttps://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click
on Login icon and select New System Myeasi.
2) After successful loginthe Easi / Easiest user will be able to see the e-Voting
option for eligible companieswhere the evoting is in progress as per the information
provided by company. On clicking the evoting option, the user willbe able to see e-
Voting page of the e-Voting service provider for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the meeting.Additionally,
there is also links provided to access the system ofall e-Voting Service Providersi.e.
CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting
service providers’ website directly.

6

ANNUAL REPORT 2020 - 2021

Individual
Shareholders
holding
securities in
demat mode
withNSDL		 3)
If
the
user
is
not
registered
for
Easi/Easiest,
option
to
register
is
availableathttps://web.cdslindia.com/myeasi/Registration/EasiRegistration
4) Alternatively, the user can directly access e-Voting page by providing Demat
Account Number and PAN No. from a e-Voting link availableon www.cdslindia.com
home page or click on https://evoting.cdslindia.com/Evoting/EvotingLoginThe system
will authenticate the user by sending OTP on registered Mobile & Email as recorded
in the Demat Account. After successful authentication, user will be able to see the
e-Voting optionwhere the evoting is in progress and also able to directly access the
system of all e-Voting Service Providers.
1)
If
you
are
already
registered
for
NSDL
IDeAS
facility,
please
visit
the
e-Services
website
of
NSDL.
Open
web
browser
by
typing
the
following
URL:
https://eservices.nsdl.com
either
on
a
Personal
Computer
or
on
a
mobile.
Once
the
home
page
of
e-Services
is
launched,
click
on
the
“Beneficial
Owner”
icon
under
“Login”
which
is
available
under
‘IDeAS’
section.
A
new
screen
will
open.
You
will
have
to
enter
your
User
ID
and
Password.
After
successful
authentication,
you
will
be
able
to
see
e-Voting
services.
Click
on
“Access
to
e-Voting”
under
e-Voting
services
and
you
will
be
able
to
see
e-Voting
page.
Click
on
company
name
or
e-Voting
service
provider
name
and
you
will
be
re-directed
to
e-Voting
service
provider
website
for
casting
your
vote
during
the
remote
e-Voting
period
or
joining
virtual
meeting & voting during the meeting.
2) If the user is not registered for IDeAS e-Services, option to register is available
at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3)
Visit
the
e-Voting
website
of
NSDL.
Open
web
browser
by
typing
the
following
URL:
https://www.evoting.nsdl.com/
either
on
a
Personal
Computer
or
on
a
mobile.
Once
the
home
page
of
e-Voting
system
is
launched,
click
on
the
icon
“Login”
which
is
available
under
‘Shareholder/Member’
section.
A
new
screen
will
open.
You
will
have
to
enter
your
User
ID
(i.e.
your
sixteen
digit
demat
account
number
hold
with
NSDL),
Password/OTP
and
a
Verification
Code
as
shown
on
the
screen.
After
successful
authentication,
you
will
be
redirected
to
NSDL
Depository
site
wherein
you
can
see
e-Voting
page.
Click
on
company
name
or
e-Voting
service
provider
name
and
you
will
be
redirected
to
e-Voting
service
provider
website
for
casting
your
vote
during
the
remote
e-Voting
period
or
joining
virtual
meeting
&
voting during the meeting		 3)
If
the
user
is
not
registered
for
Easi/Easiest,
option
to
register
is
availableathttps://web.cdslindia.com/myeasi/Registration/EasiRegistration
4) Alternatively, the user can directly access e-Voting page by providing Demat
Account Number and PAN No. from a e-Voting link availableon www.cdslindia.com
home page or click on https://evoting.cdslindia.com/Evoting/EvotingLoginThe system
will authenticate the user by sending OTP on registered Mobile & Email as recorded
in the Demat Account. After successful authentication, user will be able to see the
e-Voting optionwhere the evoting is in progress and also able to directly access the
system of all e-Voting Service Providers.
1)
If
you
are
already
registered
for
NSDL
IDeAS
facility,
please
visit
the
e-Services
website
of
NSDL.
Open
web
browser
by
typing
the
following
URL:
https://eservices.nsdl.com
either
on
a
Personal
Computer
or
on
a
mobile.
Once
the
home
page
of
e-Services
is
launched,
click
on
the
“Beneficial
Owner”
icon
under
“Login”
which
is
available
under
‘IDeAS’
section.
A
new
screen
will
open.
You
will
have
to
enter
your
User
ID
and
Password.
After
successful
authentication,
you
will
be
able
to
see
e-Voting
services.
Click
on
“Access
to
e-Voting”
under
e-Voting
services
and
you
will
be
able
to
see
e-Voting
page.
Click
on
company
name
or
e-Voting
service
provider
name
and
you
will
be
re-directed
to
e-Voting
service
provider
website
for
casting
your
vote
during
the
remote
e-Voting
period
or
joining
virtual
meeting & voting during the meeting.
2) If the user is not registered for IDeAS e-Services, option to register is available
at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3)
Visit
the
e-Voting
website
of
NSDL.
Open
web
browser
by
typing
the
following
URL:
https://www.evoting.nsdl.com/
either
on
a
Personal
Computer
or
on
a
mobile.
Once
the
home
page
of
e-Voting
system
is
launched,
click
on
the
icon
“Login”
which
is
available
under
‘Shareholder/Member’
section.
A
new
screen
will
open.
You
will
have
to
enter
your
User
ID
(i.e.
your
sixteen
digit
demat
account
number
hold
with
NSDL),
Password/OTP
and
a
Verification
Code
as
shown
on
the
screen.
After
successful
authentication,
you
will
be
redirected
to
NSDL
Depository
site
wherein
you
can
see
e-Voting
page.
Click
on
company
name
or
e-Voting
service
provider
name
and
you
will
be
redirected
to
e-Voting
service
provider
website
for
casting
your
vote
during
the
remote
e-Voting
period
or
joining
virtual
meeting
&
voting during the meeting		 3)
If
the
user
is
not
registered
for
Easi/Easiest,
option
to
register
is
availableathttps://web.cdslindia.com/myeasi/Registration/EasiRegistration
4) Alternatively, the user can directly access e-Voting page by providing Demat
Account Number and PAN No. from a e-Voting link availableon www.cdslindia.com
home page or click on https://evoting.cdslindia.com/Evoting/EvotingLoginThe system
will authenticate the user by sending OTP on registered Mobile & Email as recorded
in the Demat Account. After successful authentication, user will be able to see the
e-Voting optionwhere the evoting is in progress and also able to directly access the
system of all e-Voting Service Providers.
1)
If
you
are
already
registered
for
NSDL
IDeAS
facility,
please
visit
the
e-Services
website
of
NSDL.
Open
web
browser
by
typing
the
following
URL:
https://eservices.nsdl.com
either
on
a
Personal
Computer
or
on
a
mobile.
Once
the
home
page
of
e-Services
is
launched,
click
on
the
“Beneficial
Owner”
icon
under
“Login”
which
is
available
under
‘IDeAS’
section.
A
new
screen
will
open.
You
will
have
to
enter
your
User
ID
and
Password.
After
successful
authentication,
you
will
be
able
to
see
e-Voting
services.
Click
on
“Access
to
e-Voting”
under
e-Voting
services
and
you
will
be
able
to
see
e-Voting
page.
Click
on
company
name
or
e-Voting
service
provider
name
and
you
will
be
re-directed
to
e-Voting
service
provider
website
for
casting
your
vote
during
the
remote
e-Voting
period
or
joining
virtual
meeting & voting during the meeting.
2) If the user is not registered for IDeAS e-Services, option to register is available
at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3)
Visit
the
e-Voting
website
of
NSDL.
Open
web
browser
by
typing
the
following
URL:
https://www.evoting.nsdl.com/
either
on
a
Personal
Computer
or
on
a
mobile.
Once
the
home
page
of
e-Voting
system
is
launched,
click
on
the
icon
“Login”
which
is
available
under
‘Shareholder/Member’
section.
A
new
screen
will
open.
You
will
have
to
enter
your
User
ID
(i.e.
your
sixteen
digit
demat
account
number
hold
with
NSDL),
Password/OTP
and
a
Verification
Code
as
shown
on
the
screen.
After
successful
authentication,
you
will
be
redirected
to
NSDL
Depository
site
wherein
you
can
see
e-Voting
page.
Click
on
company
name
or
e-Voting
service
provider
name
and
you
will
be
redirected
to
e-Voting
service
provider
website
for
casting
your
vote
during
the
remote
e-Voting
period
or
joining
virtual
meeting
&
voting during the meeting
service
website
for
meeting
&
Individual
Shareholders
(holding
securities
in
demat mode)
login
through
their
Depository
Participants
You can also login using the login credentials of your demat account through your
Depository Participant registered with NSDL/CDSL for e-Voting facility.
After
Successful login, you will be able to see e-Voting option. Once you click on e-Voting
option, you will be redirected to NSDL/CDSL Depository site after successful
authentication, wherein you can see e-Voting feature. Click on company name or
e-Voting service provider name and you will be redirected to e-Voting service
provider website for casting your vote during the remote e-Voting period or joining
virtual meeting & voting during the meeting.

Individual You can also login using the login credentials of your demat account through your Shareholders Depository Participant registered with NSDL/CDSL for e-Voting facility. After (holding Successful login, you will be able to see e-Voting option. Once you click on e-Voting securities in option, you will be redirected to NSDL/CDSL Depository site after successful demat mode) authentication, wherein you can see e-Voting feature. Click on company name or login through e-Voting service provider name and you will be redirected to e-Voting service their provider website for casting your vote during the remote e-Voting period or joining Depository virtual meeting & voting during the meeting. Participants

7

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TOKYO PLAST INTERNATIONAL LIMITED

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

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  • (v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.

  • 1) The shareholders should log on to the e-voting website www.evotingindia.com. 2) Click on "Shareholders" module.

  • 3) Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

  • 4) Next enter the Image Verification as displayed and Click on Login.

  • 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

  • 6) If you are a first-time user follow the steps given below:

8

ANNUAL REPORT 2020 - 2021

For Members holding shares in Demat Form and Physical Form
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
Members who have not updated their PAN with the Company/Depository
Participant are requested to use the first two letters of their name and the 8
digits of the sequence number in the PAN field.
In case the sequence number is less than 8 digits enter the applicable number
of 0’s before the number after the first two characters of the name in CAPITAL
letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter
RA00000001 in the PAN field.
Dividend
Bank
Details
OR
DOB		 Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyy format) as
recorded in your demat account or in the company records in order to login.
If both the details are not recorded with the depository or company please
enter the member id / folio number in the Dividend Bank details field as
mentioned in instruction (v).

  • (vi) After entering these details appropriately, click on “SUBMIT” tab.

  • (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

  • (ix) Click on the EVSN for the relevant on which you choose t o vote. (x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

  • (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details. (xii) After selecting the r esolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

9

==> picture [44 x 37] intentionally omitted <==

TOKYO PLAST INTERNATIONAL LIMITED

  • (xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

  • (xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

  • (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

  • (xvi) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only. * Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module. * A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

  • After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

  • The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

  • A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

  • Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected]., if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERSATTENDING THE AGM/EGM THROUGH VC/ OAVM & E-VOTING DURING MEETING ARE AS UNDER:

  1. The procedure for attending meeting & e-Voting on the day of the AGM/ EGM is same as the instructions mentioned above for e-voting.

  2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.

  3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM/EGM.

10

ANNUAL REPORT 2020 - 2021

  1. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

  2. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

  3. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

  4. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their requestin advance atleast 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 7 days prior to meeting mentioning their name, demat account number / folio number, email id, mobile number at [email protected]. These queries will be replied to by the company suitably by email.

  5. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

  6. Only those shareholders, who are present in the AGM/EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the EGM/AGM.

  7. If any Votes are cast by the shareholders through the e-voting available during the EGM/ AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

  1. For Physical shareholders- please provide necessary details like Folio No., Name of share holder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.

  2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

  3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

11

TOKYO PLAST INTERNATIONAL LIMITED

==> picture [44 x 37] intentionally omitted <==

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at 022-23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, MarathonFuturex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on 022-23058542/43.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 4

The Company has received a letter dated 02, March 2021 from the following person falling under the category of promoters/promoter Group of the Company requesting to be reclassified from the Category of “Promoters/Promoters Group” to “Public Category”.

Name of Promoter along with Person
acting in concert.		 No of Shares held Percentage
Ankur Rayshi Shah
Chirag Rayshi Shah
Pushpa Pravin Shah
Heena Bharat Shah
Bharat Malshibhai Shah
Pravin Malshi Shah
Malshi Lakhdir Shah
Rayshi Lakhdir Shah
Maniben Rayshi Shah		 19000
25500
142866

170885

0
0
0
20
144980		 0.20
0.27
1.50
1.80
0
0
0
0.02
1.53
Total 503251 5.32

The aforesaid Promoter/promoter group person is holding very insignificant shareholding which constitutes 5.32% of the total paid up capital of the Company. The aforesaid promoter/ promoter group person do not exercise any control over the Company and is not engaged in the management of the Company. The aforesaid people neither have representation on the Board of Directors of the Company nor hold any key Management position in the Company. The Company also not entered into any Shareholders Agreement with them. They do not have any Special Information Rights

12

ANNUAL REPORT 2020 - 2021

Based on the letter received from above promoter persons, the matter was discussed by the Board of Director at their meeting held on 03 March, 2021 and Board decided to get the above promoter/ promoter group person reclassified from the" Promoter Category" to "Public Category" with the approval of stock exchanges Regulation 31A (2) read with Regulation 31 A (7) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations,2015 (Including any amendments made thereto) (hereinafter referred to as Listing Regulations") is the main regulation which deals with reclassification of promoter shareholding in to public Shareholding.

It provides that the Stock exchanges allow reclassification of the status of promoter shareholders only if the following main conditions are satisfied.

  • (i) Upon receipt of a request from the concerned listed entity or the concerned Shareholders. (ii) Upon receipt of all relevant evidence to be provided.

  • (iii) On BSE being satisfied with the Compliance of conditions mentioned in Regulation 31A.

Regulation 31A (7) (any other manner) means with the consent of the person wants to change reclassification. A reclassification may also be permitted by the stock exchanges under the main Listing Regulation No, 31A (2) itself read with the additional condition specified under the Regulation 31A (7) of Listing Regulation, The sum total of conditions under the two sub regulations are as follows.

  • (i) A request for reclassification to be made by the concerned listed entity or by the concerned shareholders/ to stock exchanges.

  • (ii) All relevant evidence to be provided.

  • (iii) Reclassified promoter shall not directly or indirectly exercise control over the affair of company.

  • (iv) Increase in the level of public shareholding pursuant to reclassification of promoters shall not be considered towards achieving compliances with minimum public Shareholding requirement under Rule 19 A of the Securities contracts (Regulation) Rule, 1975 and

  • (v) The event of reclassification shall be disclosed to the Stock exchange as a material event in accordance with the provisions of Listing Regulations.

All the conditions Specified under Regulation 31A (2) and 31 A (7) of Listing Regulation have been duly complied with by the Company.

The Company's case of reclassification of promoter is covered under Regulation 31A (2) of Listing Regulation. Except Mr.Velji Shah, Chairman & Managing Director, Mr.Haresh Shah, Executive Director & Mr. Priyaj Shah, Director, none of the Directors, Key Managerial persons of the Company and their relatives is/are concerned or interested in the resolution. The Board therefore commends the Resolution no. 4 for approval of the members as Special Resolution.

13

TOKYO PLAST INTERNATIONAL LIMITED

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The details of Director seeking re-appointmnet at the forthcoming Annual general Meeting Pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 issued by The Institute of Company Secretaries of India, are furnished below:

Particulars Mr Haresh Velji Shah Mr Priyaj Haresh Shah
Date of Birth 16.08.1974 20.02.1996
Date
of
Appointment		 01.07.1996 13.08.2020
Qualifications Graduate in Plastic Industry Graduate
Expertise
in
specific functional
areas		 Plastic Industry Plastic Industry
Directorship
in
other
Public
Limited
Companies		 i.
Tokyo Finance Limited
ii.
Tokyo
Constructions
Limited
iii.
Tokyo Exim Limited		 Nil
Membership
of
Committees
in
another
Public
Limited
Companies		 Investor Relations Committee
of Tokyo Finance Limited.		 Nil
Number of Shares
held
in
the
Company		 NIL 25,39,918

Place : Mumbai Date : 30th June, 2021

Velji L. Shah Chairman& Managing Director DIN: 00007239

Registered Office:

Plot No.363/1(1,2,3), Shree Ganesh Industrial Estate Kachigaum Road Daman – 396 210 (U.T.)

14

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