Mitsu Chem Plast Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Board of Directors ("Board") of the Company have great pleasure in
presenting the 37th Annual Report and Audited Financial Statements of
the Company for the Financial Year ("FY") ended March 31,2025.

FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended
March 31,2025 is summarized below:

Particulars	FY2024-25	FY 2023-24
Total Income	33,287.97	31,228.31
Profit Before Interest and Depreciation & Tax	2328.32	2567.29
Other Income	60.13	103.32
Interest & Finance Costs	698.56	879.79
Depreciation & Amortization and Impairment	689.15	601.84
Profit Before Tax & Exceptional Items	1,000.75	1,188.98
Tax Expenses	275.66	302.76
Profit After Tax	725.08	886.22
Other Comprehensive Income (Net of Taxes)	(18.74)	(8.18)
Total Comprehensive Income	706.35	878.04
Earnings Per Share
Basic	5.39	7.12
Diluted	5.39	7.10

OVERVIEW OF COMPANY
PERFORMANCE

Total Income and Operating Profit
for the year under review
amounted to ? 33,287.97 Lakhs

and ? 2328.32 Lakhs respectively
as compared to ? 31,228.31 Lakhs
and ? 2567.29 Lakhs, in the
previous financial year.

For the financial year 2024-25, the

Company achieved a Net Profit of
?725.08 Lakhs, reflecting
continued profitability and
operational resilience amidst
challenging market conditions, as
compared to ?886.22 Lakhs in the
previous year.

TRANSFER TO RESERVES IN
TERMS OF SECTION 134 (3) (J)

OF THE ACT

There is no amount proposed to be
transferred to General Reserves for
the FY 2024-25.

DIVIDEND

In line with the practice of returning
the surplus funds to shareholders
and based on the Company''s
performance, the Board at their
meeting held on May 08, 2025
recommended a final dividend of ?
0.20/- per equity share of the face
value of ? 10 each (@ 2%) for the
FY 2024-25, which is subject to
approval of the members at the
ensuing Annual General Meeting
("AGM") of the Company. The
dividend, if approved at the AGM,
will be paid subject to deduction of
tax at source.

TRANSFER OF UNCLAIMED
DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION
FUND

Pursuant to the provisions of
Section 124 of the Act and Investor
Education and Protection Fund
Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016
(IEPF Rules), the declared
dividends, which remains unpaid or
unclaimed for a period of 7 (seven)
years from the date of its transfer
to unpaid dividend account is
required to be transferred by the
Company to Investor Education
and Protection Fund. Details of
unpaid/unclaimed dividend for the
previous years can be viewed on
the Company''s website at
https://www.mitsuchem.com/inve
stors/unpaid-unclaimed-dividend/
CHANGE IN NATURE OF
BUSINESS

There has been no change in
nature of business of the Company
during the year under review.
SUBSIDIARY/ JOINT VENTURE/
ASSOCIATE COMPANY
Mitsu Foundation was
incorporated under the provisions
of Section 8 of the Companies

Act, 2013 on October 18, 2021, as
a Wholly owned Subsidiary
("WoS"). Mitsu Foundation is the
Implementing Agency for
undertaking the CSR activities of
the Company.

The objectives of Mitsu Foundation
includes working in areas of
eradication of hunger, poverty, and
malnutrition, promoting healthcare,
promoting education, helping
different abled persons, promotion
of gender equality, empowerment
of women, promoting sports and
related training, upliftment of poor
and backward classes etc. The
purpose of incorporating WoS is
not to generate profit or any
economic benefit for the Parent.
There is no exposure, or rights, to
variable returns from involvement
with the WoS. Thus, as per Para 7
of Ind AS 110, the Company was
not required to prepare
consolidated financial statements.
The salient features of the financial
statement of WoS in the
prescribed Form AOC-1 forms part
of this Report as “Annexure I”.

The Company does not have any
Joint venture or an Associate
Company.

MATERIAL CHANGES AND
COMMITMENTS

There are no material changes and
commitments affecting the
financial position of the Company
which have occurred between the
end of the F.Y. 2024-25 and the
date of this report.

SHARE CAPITAL

The Company''s paid-up Equity
Share Capital Stood at
?1357.79 Lakhs as on March 31,
2025.

During the FY under review, the
Company has not bought back any
of its securities or issued any
Sweat Equity Shares or provided
any Stock Option Scheme to the
employees.

Rights Issue of Equity Shares

During the FY 2023-24, the
Company allotted 15,09,075 partly
paid-up Equity Shares at a price of
? 144 /- each including a share
premium of ?134/-, out of which
?72/- (Rupees Seventy two only)
per Right Equity Share has been
paid-up on application and the
balance ?72 (Rupees Seventy two
only) per Rights Equity Share which

constitutes 50% of the Issue Price,
were received in subsequent call,
as decided by Board/ Rights issue
and Allotment Committee of the
Board, to the eligible applicants on
March 11, 2024, pursuant to the
Right issue.

Final Call

Further, the Board/ Rights issue
and Allotment Committee of the
Board had called for first and final
call money of ?72/- each shares on
1 1 th April, 2024 from its
shareholders.

Forfeiture of Shares:

The Board/Rights issue and
Allotment Committee of the Board
has forfeited 3,719 shares of the
shareholders, who have failed to
pay the first and final call of Rs.
72/- each share.

ANNUAL RETURN

Pursuant to Section 92(3) read
with Section 134(3)(a) of the Act,
the Annual Return of the Company
in Form MGT-7 for FY 2024-25, is
available on the Company''s
website at www.mitsuchem.com.

DIRECTORS AND KEY
MANAGERIAL PERSONNEL

Composition of Board

The Board of the Company is duly
constituted in accordance with the
requirements of the Act read with
the SEBI (Listing Obligations and
Disclosure Requirements)
Regulations, 2015 ("Listing
Regulations"). During the year
under review, there were no
changes in the Composition of the
Board.

Retirement by rotation

Mr. Manish Dedhia (DIN:
01552841), Managing Director and
CFO of the Company retires by
rotation at the forthcoming AGM in
accordance with provisions of
Section 152 of the Act and the
Articles of Association of the
Company and being eligible, offers
himself for re-appointment.

The brief resume and other details
relating to Mr. Manish Dedhia who
is proposed to be re-appointed, as
required in accordance to
Regulation 36(3) of the Listing
Regulations and Standard -2 on
General Meetings of Secretarial

Standards issued by Institute of
Company Secretaries of India, is
furnished to the Notice of the 37th
AGM.

Re-appointment of Directors:

The shareholders of the Company
vide posted ballot notice dated
December 7, 2024, approved the
re-appointment of following
directors:

a) Ms. Neha Huddar (DIN:
00092245) as an Independent
Director of the Company for
second term of five years w.e.f.
February 01,2025.

b) Mr. Jagdish L. Dedhia (DIN:
01639945) as Chairman & Whole¬
time Director of the Company for
a further period of three years
w.e.f. May 1,2025.

c) Mr. Sanjay M. Dedhia (DIN:
01552883) as Managing Director
of the Company for a further
period of three years w.e.f. May 1,

2025

d) Mr. Manish M. Dedhia (DIN:
01552841) as Managing Director
and CFO of the Company for a
further period of three years w.e.f.
May 1,2025

Number of meetings of the Board

During the year, Eight Board
meetings were convened and held
in accordance with the provisions
of the Act and the details of which
are given in the Corporate
Governance Report, which forms a
part of this Report.

Board Performance Evaluation

Pursuant to the provisions of the
Act and the applicable provisions
of the Listing Regulations, the
annual performance evaluation
was carried out for the FY 2024 -25
by the Board in respect of its own
performance, the Directors
individually as well as the
evaluation of the working of its
Committees. A structured
questionnaire covering various
aspects of the Board''s functioning
such as adequacy of the
composition of the Board and its
Committees, Board culture,
execution and performance of
specific duties, obligations and
governance was prepared and
circulated after taking into
consideration the Guidance note
issued by SEBI vide circular no,
CMD/ CIR/P/2017/004 dated
05.01.2017.

A separate exercise was carried
out to evaluate the performance of
individual Directors including the
Chairman of the Board who were
evaluated on parameters such as
guidance/ support to management
outside Board/ Committee
meetings, degree of fulfilment of
key responsibilities, effectiveness
of meetings etc. The performance
evaluation of the Independent
Directors was carried out by the
entire Board.

The Board expressed their
satisfaction with the evaluation
process.

Independent Directors

The Company has received
declarations from all the
Independent Directors of the
Company affirming compliance
with the criteria of independence
laid under the provisions of Section
149(6) of the Act and under
Regulation 16 (1) (b) of Listing
Regulations.

As per the Companies
(Appointment and Qualifications of
Directors) Fifth Amendment Rules,
2019, all the Independent Directors
of the Company have registered

with the Indian Institute of
Corporate Affairs for inclusion of
their names in the comprehensive
depository maintained by the
Ministry of Corporate Affairs.

As stipulated by the Code of
Independent Directors pursuant to
the Act and the Listing Regulations,
a separate meeting of the
Independent Directors of the
Company was held on February 7,
2025 inter alia to:

(I) Evaluate the performance of
Non-Independent directors
and the Board as a whole;

(ii) Evaluate the performance of
the Chairman and Managing
Directors of the Company; and

(iii) Evaluate the quality, quantity
and timelines of flow
of information between the
executive management and
the Board.

All Independent Directors were
present at the meeting. The
Directors expressed their
satisfaction with the evaluation
process.

Familiarization Program for
Independent Directors

All Independent Directors are
familiarized with the operations
and functioning of the Company.
The details of the training and
familiarization program are
provided in the Corporate
Governance Report forming part of
this Report.

Key Managerial Personnel

As on 31st March, 2025,Mr.
Manish Dedhia, Managing Director
& Chief Financial Officer and Ms.
Swechha Shende, Company
Secretary & Compliance Officer are
the Key Managerial Personnel of
the Company.

Ms. Ankita Bhanushali, Company
Secretary & Compliance Officer
has resigned from the post of
Company Secretary & Compliance
Officer of the Company with effect
from 13th December, 2024.

Ms. Swechha Shende, has been
appointed as a Company Secretary
& Compliance Officer of the
Company with effect from 11th
March, 2025.

COMMITTEES OF THE BOARD

With a view to have a more

focused attention on various
facets of business and for better
accountability, the Board has
constituted various committees.
The statutorily mandated
committees constituted under the
provisions of the Act and Listing
Regulations are Audit Committee,
Nomination and Remuneration
Committee, Stakeholders''
Relationship Committee and
Corporate Social Responsibility
Committee.

The Committees have been
mandated to operate within their
terms of reference, approved by
the Board to focus on the specific
issues and ensure expedient
resolution on diverse matters.

The composition, committee
meeting held, terms of reference
and other details of the above
mentioned committees are
provided in the Corporate
Governance Report forming part of
this Report.

Whistle Blower Policy /Vigil
Mechanism

As per the provisions of Section
177(9) and (10) of the Act and
Regulation 22 of the Listing
Regulations, the Company has

adopted a Whistle Blower Policy
for establishing a vigil mechanism
for Directors and Employees to
report genuine concerns about
unethical behaviour, actual or
suspected fraud or violation of the
Company''s Code of Conduct and
provide adequate safeguards
against victimization of persons
who use such mechanism and
makes provision for direct access
to the chairman of the Audit
Committee in appropriate or
exceptional cases. The said policy
has been hosted on the Company''s
website at www.mitsuchem.com.

Remuneration Policy

Pursuant to the provision of
Section 178 of the Act and
Regulation 19 of Listing
Regulations, the Board has, on the
recommendation of the
Nomination and Remuneration
Committee framed a policy relating
to remuneration of the Directors,
Key Managerial Personnel, Senior
Management Personnel and other
employees, along with the criteria
for appointment and removal of
the Directors, Key Managerial
Personnel and Senior Management
Personnel of the Company. The
said policy is available on the

website of the Company
at www.mitsuchem.com.

DIRECTORS'' RESPONSIBILITY
STATEMENT:

Pursuant to the provisions of
Section 134(3) (c) read with
Section 134(5) of the Act, the
Directors of the Company state
and confirm that:

a. In the preparation of the annual
accounts for the financial year
2024-25, the applicable
accounting standards had been
followed and there are no
material departures from the
same;

b. The directors had 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 as at March 31, 2025
and of the profit and loss of the
company for that period;

c. The directors had taken proper
and sufficient care for the
maintenance of adequate
accounting records in
accordance with the provisions
of this Act for safeguarding the

assets of the company and for
preventing and detecting fraud and
other irregularities;

d. The directors had prepared the
annual accounts on a going
concern basis;

e. The directors had laid down
internal financial controls to be
followed by the company and
that such internal financial
controls are adequate and were
operating effectively; and

f. The directors had devised proper
systems to ensure compliance
with the provisions of all
applicable laws and that such
systems were adequate and
operating effectively.

PARTICULARS OF LOANS,
GUARANTEE AND
INVESTMENTS:

The particulars of loans,
guarantees and investments as
per Section 186 of the Act read
with the Companies (Meeting of
Board and its powers) Rules, 2014
as on March 31, 2025 have been
disclosed in the Notes to the
Financial Statements of the
Company.

CORPORATE SOCIAL
RESPONSIBILITY

As a part of its initiative under the
Corporate Social Responsibility

("CSR") drive, the Company,
through the Corporate Social
Responsibility Committee of Board
of Directors, has undertaken
projects in accordance with
Schedule VII of the Act and the
Company''s CSR policy. The Report
on CSR activities as required under
the Companies (Corporate Social
Responsibility Policy) Rules, 2014
is annexed and marked as
''Annexure-N'' which forms a part of
this Report.

ENERGY CONSERVATION,
TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS
AND OUTGO:

The details of conservation of
energy, technology absorption and
foreign exchange earnings and
outgo as required under section
134(3)(m) of the Act read with Rule
8(3) of the Companies (Accounts)
Rules, 2014, are as below:

A. CONSERVATION OF ENERGY

The Company is making
continuous efforts on ongoing
basis to conserve the energy by
adopting innovative measures to
reduce wastage and optimize
consumption. Some of the
specific measures undertaken
are:

(I) Steps taken or impact on
conservation of energy:

The company has taken various
initiatives to conserve the energy
by adopting innovative measures
to reduce wastage and optimize
consumption
A) TOC concept

1) Optimization of Cycle time by
all means

2) Reduce setup time by
implement SMED concept

3) Logical Buffer Management

4) Supply Chain Management

5) Exploitation

(ii) Steps taken by the company
for utilizing alternate sources
of energy including waste
generated:

During the year the company
procured CNG material transport
vehicle of 8.25MT capacity.

(1) Electric Bikes

(2) CNG Tampos

(iii) The capital investment on
the energy conservation
equipment''s: NIL

B. TECHNOLOGY ABSORPTION,
ADAPTION AND INNOVATION

(i) The efforts made towards
technology absorption:

The steps taken by the
company are:

1. Auto Capping machine.

2. IR Dryer Machine.

3. Post Cooling Device

4. Shrink Tunnel Machine

5. IML (In mould Labling machine)

(ii) The benefits derived like
product improvement, cost
reduction, product
development or import
substitution:

APFC Hybrid filter pannel,
make Power Matrix
purchased to improve power
quality and imporve power
factor.

(iii) The details of Imported
Technology (imported during
the last three years reckoned
from the beginning of the
financial year):

Not Applicable.

(iv) The expenditure incurred on
Research & Development:

? 0.56 Lakhs

C. FOREIGN EXCHANGE EARNING
AND OUTGO:

Particulars	Amount (f In Lakhs)
Foreign exchange	228.74
earnings
Foreign exchange	7230.90
outgo

CODE OF CONDUCT FOR
PREVENTION OF INSIDER
TRADING

In compliance with the provisions
of the Securities and Exchange
Board of India (Prohibition of
Insider Trading) Regulations, 2015,
as amended, the Company has
formulated and adopted the "Code
of Conduct to regulate, monitor
and report trading by designated
persons in Listed or Proposed to
be Listed Securities" of the
Company ("the Insider Trading
Code"). The object of the Insider
Trading Code is to set framework,
rules and procedures which all
concerned persons should follow,
while trading in listed or proposed
to be listed securities of the
Company. The Company has also
adopted the Code of Practice and

Procedures for Fair Disclosure of
Unpublished Price Sensitive
Information ("the Code") in line
with the SEBI (Prohibition of Insider
Trading) Amendment Regulations,
2018 and formulated a Policy for
determination of ''legitimate
purposes'' as a part of the Code.
The Code also includes policy and
procedures for inquiry in case of
leakage of Unpublished Price
Sensitive Information (UPSI) and
aims at preventing misuse of UPSI.
The Code is available on the
Company''s website at
www.mitsuchem.com. The
Company Secretary appointed
serve as the Compliance Officer to
ensure compliance and effective
implementation of the Insider
Trading Code. Matters related to
insider trading code are reported to
the Audit Committee.

RISK MANAGEMENT

The Audit Committee has been
delegated the responsibility for
monitoring and reviewing risk
management, assessment and
minimization procedures,
developing, implementing and
monitoring the risk management
plan and identifying, reviewing and
mitigating all elements of risks
which the Company may be
exposed to.

APPLICATION / PROCEEDING
PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY
CODE, 2016 (“IBC")

During the year under review,
application was made under IBC by
your Company against Cypet
Technologies India Pvt. Ltd. and
proceeding is pending under IBC.

DISCLOSURE ON ONE
TIME SETTLEMENT

During the year under review, the
Company has not entered into any
one-time settlement with the
Banks or Financial Institutions who
have extended loan or credit
facilities to the Company.

SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE
REGULATORS OR COURTS

During the year under review, there
are no significant and material
orders passed by the regulators /
Courts that would impact the going
concern status of the Company
and its future operations.

AUDITORS

a) Statutory Auditors & their
Report

Pursuant to the provisions of
Section 139 of the Companies Act,
2013 and rules made thereunder,
M/s. Gokhale & Sathe, Chartered
Accountants (Firm Registration
No. 103264W) were appointed as
Statutory Auditor of the Company
at the 32nd Annual General
Meeting held on September 9,
2020, for a period of five (5)
consecutive years from the
conclusion of that AGM till the
conclusion of the 37th AGM.

The Board of Directors at their
meeting held on 08th May, 2025
have proposed to reappoint M/s.

Gokhale & Sathe, Chartered
Accountants (Firm Registration
No. 103264W) as Statutory
Auditors of the Company for the
consecutive second term of 5
years, subject to approval of
shareholders at the ensuing
Annual General Meeting, from
the 37th Annual General Meeting
till the conclusion of the 42nd
AGM.

''M/s. Gokhale & Sathe, Chartered
Accountants have submitted their
Report on the financial statements
of the Company for the FY ended
March 31, 2025, which forms part
of this Report and it does not
contain any reservation,
qualification or adverse remark.
The comments in the Auditors''
Report read with notes to the
accounts are self-explanatory.

b) Secretarial Auditor & their
Report

Pursuant to the provisions of
Section 204 of the Act read
with the Companies
(Appointment & Remuneration
of Managerial Personnel)

Rules, 2014, the Company had
appointed Mr. Haresh Sanghvi,
Practicing Company Secretary
(CoP No. 3675), for conducting
Secretarial Audit of the
Company for the FY ended
March 31,2025.

Secretarial Audit Report issued
by Mr. Haresh Sanghvi in Form
MR-3 forms part to this Report
as "Annexure- III”. The said
report does not contain any
observation or qualification
requiring explanation or
adverse remark.

A Secretarial Compliance
Report for the FY ended March

31, 2025 on compliance of all
applicable SEBI regulations
and circulars/guidelines issued
thereunder, was obtained from
Mr. Haresh Sanghvi, Practising
Company Secretary, and
submitted to the stock
exchange.

Further, the Board of Directors of
the Company has appointed Mr.
Haresh Sanghvi, Practicing
Company Secretary (M. No.
2259/CoP: 3675), as the
Secretarial Auditor of the
Company for the period of 5
(five) consecutive years from
Financial year 2025-26 till
Financial year 2029-30 to carry
out the audit of secretarial and
related records of the Company,
subject to the approval of
Shareholders in the ensuing
Annual General Meeting of the
Company.The Company has
received consent letter along
with peer reviewed certificate
from Mr. Haresh Sanghvi to act
as the Secretarial Auditor for
conducting an audit of the
secretarial records of the
Company for the period of 5
(five) consecutive years.

c) Internal Audit

Pursuant to the provisions of
Section 138 of the Act read with
the Companies (Accounts)

Rules, 2014, the Company''s
internal auditors have furnished
quarterly reports which were
pursued by Audit committee as
well as Board of Directors.

d) Reporting of Frauds

There was no instance of fraud
during the year under review,
which required the Auditors to
report to the Audit Committee
and / or Board under Section
143(12) of Act and Rules framed
thereunder.

DISCLOSURE UNDER
PREVENTION OF SEXUAL
HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL)
ACT:

The Company has adopted a
Sexual Harassment Policy on
prevention, prohibition and
redressal of sexual harassment at
workplace in line with the
provisions of Sexual Harassment
of Women at Workplace
(Prevention, Prohibition and
Redressal) Act, 2013 and the Rules
made thereunder. The aim of the
policy is to provide protection to
employees at the workplace and
prevent and redress complaints of
sexual harassment and for matters

connected or incidental thereto,
with the objective of providing a
safe working environment, where
employees feel secure. The Policy
is available at the Registered Office
of the Company and is accessible
to all the employees of the
Company. The Company has not
received any complaint during the
FY under review.

PUBLIC DEPOSITS

During the year under review, your
Company has not accepted any
deposits within the meaning of
Sections 73 to 76A of the Act read
with the Companies (Acceptance
of Deposits) Rules, 2014.

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

The Management Discussion and
Analysis Report for the year under
review as required under
Regulation 34 read with Schedule
V of the Listing Regulations is
annexed to this Report as
"Annexure-IV”.

CORPORATE GOVERNANCE

Report on Corporate Governance
and Certificate of the Auditor of the
Company regarding compliance of
the conditions of Corporate
Governance as stipulated in Part C

of Schedule V of the Listing
Regulations, are provided in a
separate section forming part of
this Report as "Annexure V”.

INTERNAL CONTROL SYSTEM
AND THEIR ADEQUACY

The Company has in place
adequate internal financial
controls with reference to the
financial statements. Internal
audits are undertaken on a
quarterly basis by Internal Auditors
covering all units and business
operations to independently
validate the existing controls.
Reports of the Internal Auditors
are regularly reviewed by the
management and corrective action
is initiated to strengthen the
controls and enhance the
effectiveness of the existing
systems. The Audit Committee
evaluates the efficiency and
adequacy of the financial control
system in the Company and
strives to maintain the standards
in the Internal Financial Control.

PARTICULARS OF CONTRACTS
OR ARRANGEMENTS WITH
RELATED PARTY
TRANSACTIONS

All transactions entered into with
related parties as defined under
the Act during the F.Y. were in the

ordinary course of business and on
an arm''s length pricing basis and
do not attract the provisions of
Section 188 of the Act. There were
no materially significant
transactions with the related
parties during the F.Y. which were
in conflict with the interest of the
Company and hence, enclosing
Form AOC-2 is not required.
Suitable disclosure as required by
the Accounting Standard (AS 18)
has been made in the notes to the
Financial Statements.

PARTICULARS OF EMPLOYEES:

Disclosures pertaining to
remuneration and other details are
required under Section 197(12) of
the Act read with Rule 5(1) and
5(2) of the Companies
(Appointment and Remuneration
of Managerial Personnel) Rules,
2014 forms part of this Report as
"Annexure VI".

During 2024-25, no employee,
whether employed for whole or
part of the year, was drawing
remuneration exceeding the limits
mentioned under Section 197(12)
of the Act read with Rule 5(2) of
the Companies (Appointment and
Remuneration of Managerial
Personnel) Rules, 2014.

BUSINESS RESPONSIBILITY AND
SUSTINABLE REPORTING (BRSR)

As stipulated under regulation
34(2)(f) of the SEBI (Listing
Obligations and Disclosure
Requirements) Regulations, 2015,
the business responsibility and
sustainability report describing the
initiatives taken by the company
from an environmental, social, and
governance perspective is
enclosed and forms part of the
annual report as Annexure VII".

The SEBI (LODR) Regulations, 2015
mandate the inclusion of the BRSR
as part of the Annual Report for top
1 000 listed entities based on
market capitalization. The
company is Voluntarily adopting
the same.

STATUTORY COMPLIANCE

The Company has complied with
all the statutory requirements. A
declaration regarding compliance
of the provisions of the various
statutes is also made by the
Managing Director. The Company
ensures compliance of the
Companies Act, 2013, Listing
Regulations and various statutory
authorities on quarterly basis in the
Board Meeting. Compliance with
Secretarial Standards During the
year under review, the Company
has complied with all the

applicable mandatory Secretarial
Standards.

COMPLIANCE WITH
SECRETARIAL STANDARDS

The Company has complied with
the applicable mandatory
Secretarial Standards.

APPRECIATION &
ACKNOWLEDGEMENTS

The Board wishes to express its
gratitude and record its sincere
appreciation for the commitment
and dedicated efforts put in by all
the employees of the Company.
The Directors take this opportunity
to express their grateful
appreciation for the
encouragement, cooperation and
support received from all the
stakeholders including but not
limited to the Government
authorities, bankers, customers,
suppliers and business associates.
The Directors are thankful to the
esteemed shareholders for their
continued support and the
confidence reposed in the
Company and its management.

For and on behalf of the Board of Directors of
Mitsu Chem Plast Limited
Jagdish Dedhia

Chairman & Whole-Time Director
DIN: 01639945

Date: 08th May, 2025
Place: Mumbai

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Mar 31, 2024

The Board of Directors ("Board") of the Company have great pleasure in presenting the 36^th Annual Report and Audited Financial Statements of the Company for the Financial Year ("FY") ended March 31 2024.

FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended March 31 2024 is summarised below:

('' in lakhs)

Particulars	2023-24	2022-23
Total Income	31,228.31	30,932.98
Profit Before Interest and Depreciation & Tax	2,567.29	2,659.25
Other Income	103.32	35.53
Interest & Finance Costs	879.79	683.47
Depreciation & Amortisation and Impairment	601.84	527.96
Profit Before Tax & Exceptional Items	1,188.98	1,483.35
Tax Expenses	302.76	302.89
Profit After Tax	886.22	1,180.46
Other Comprehensive Income (Net of Taxes)	(8.18)	(5.76)
Total Comprehensive Income	878.04	1,174.70
Earnings Per Share
Basic	7.12	9.78
Diluted	7.10	9.78

OVERVIEW OF COMPANY PERFORMANCE

Total Income and Operating Profit for the year under review amounted to '' 31,228.31 lakhs and '' 2,567.29 lakhs respectively as compared to '' 30,932.98 lakhs and '' 2,659.25 lakhs, in the previous financial year.

The Net Profit of the Company, for the FY under review was decreased to '' 886.22 lakhs as against '' 1,180.46 lakhs during the previous year 2022-23.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE ACT

There is no amount proposed to be transferred to General Reserves for the 2023-24.

DIVIDEND

In line with the practice of returning the surplus funds to shareholders and based on the Company’s performance, the Board at their meeting held on May 16 2024, recommended a final dividend of '' 0.20/- per equity share of the face value of '' 10 each (@ 2%) for the 2023-24, which is subject to approval of the members at the ensuing Annual General Meeting ("AGM") of the Company. The dividend, if approved at the AGM, will be paid subject to deduction of tax at source to those shareholders.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Act and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the declared dividends, which remains unpaid or unclaimed for a period of 7 (seven) years from the date of its transfer to unpaid dividend account is required to be transferred by the Company to Investor Education and Protection Fund. Details of unpaid/unclaimed dividend for the previous years can be viewed on the Company’s website at www.mitsuchem.com.

CHANGE IN NATURE OF BUSINESS

There has been no change in nature of business of the Company during the FY under review.

SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

Mitsu Foundation was incorporated under the provisions of Section 8 of the Companies Act, 2013 on October 18 2021, as a Wholly owned Subsidiary ("WoS"). Mitsu Foundation is the Implementing Agency for undertaking the CSR activities of the Company.

The objectives of Mitsu Foundation includes working in areas of eradication of hunger, poverty, and malnutrition, promoting healthcare, promoting education, helping different abled persons, promotion of gender equality, empowerment of women, promoting sports and related training, upliftment of poor and backward classes etc. The purpose

of incorporating WoS is not to generate profit or any economic benefit for the Parent. There is no exposure, or rights, to variable returns from involvement with the WoS. Thus, as per Para 7 of Ind AS 110, the Company was not required to prepare consolidated financial statements.

The salient features of the financial statement of WoS in the prescribed Form AOC-1 forms part of this Report as "Annexure I".

The Company does not have any Joint venture or an Associate Company.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the 2023-24 and the date of this report.

SHARE CAPITAL

The Company’s paid-up Equity Share Capital increased to '' 1,282.71 lakhs as on March 31 2024.

During the FY under review, the Company has not bought back any of its securities or issued any Sweat Equity Shares or provided any Stock Option Scheme to the employees.

RIGHTS ISSUE OF EQUITY SHARES

During the FY under review, the Company allotted 15,09,075 partly paid-up Equity Shares at a price of '' 144 /- each including a share premium of '' 134, out of which '' 72/- (Rupees Seventy two only) per Right Equity Share has been paid-up on application and the balance '' 72 (Rupees Seventy two only) per Rights Equity Share which constitutes 50% of the Issue Price, be received in one or subsequent call, as may be decided by Board/ Rights issue and Allotment Committee of the Board, with such terms and conditions as may be decided by the Board / Rights Issue and allotment Committee from time to time, to the eligible applicants on March 11 2024, pursuant to the Right issue.

FURTHER ISSUE OF EQUITY SHARES

During the year under review, in respect of proposed Further Public Offer of '' 125 crore ("FPO") approved by the Shareholders on March 22 2022, the Company had filed

draft Red Herring Prospectus on July 05 2022 with Securities Exchange Board of India ("SEBI") and in this regard, SEBI has issued Final Observation Letter on October 11 2022. However, after thorough deliberation and consideration of various factors, including market conditions and strategic priorities, the Board decided not to proceed with the FPO.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company in Form MGT-7 for 2023-24, is available on the Company’s website at www.mitsuchem.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Composition of Board

The Board of the Company is duly constituted in accordance with the requirements of the Act read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). During the year under review, there were no changes in the Composition of the Board.

Retirement by rotation

Mr. Sanjay Dedhia (DIN: 01552883), Managing Director of the Company retires by rotation at the forthcoming AGM in accordance with provisions of Section 152 of the Act and the Articles of Association of the Company and being eligible, offers himself for re-appointment.

The brief resume and other details relating to Mr. Sanjay Dedhia who is proposed to be re-appointed, as required in accordance to Regulation 36(3) of the Listing Regulations and Secretarial Standard -2 on General Meetings issued by Institute of Company Secretaries of India, is furnished in the Notice of the 36^th AGM.

Number of meetings of the Board

During the year, Four Board meetings were convened and held in accordance with the provisions of the Act and the details of which are given in the Corporate Governance Report, which forms a part of this Report.

Board Performance Evaluation

Pursuant to the provisions of the Act and the applicable provisions of the Listing Regulations, the annual performance evaluation was carried out for the FY 2023 -24 by the Board in respect of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A structured questionnaire covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance was prepared and circulated after taking into consideration the Guidance note issued by SEBI vide circular no, CMD/ CIR/P/2017/004 dated 05.01.2017.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as guidance/ support to management outside Board/ Committee meetings, degree of fulfilment of key responsibilities, effectiveness of meetings etc. The performance evaluation of the Independent Directors was carried out by the entire Board.

The Board expressed their satisfaction with the evaluation process.

Independent Directors

The Company has received declarations from all the Independent Directors of the Company affirming compliance with the criteria of independence laid under the provisions of Section 149(6) of the Act and under Regulation 16 (1)(b) of Listing Regulations.

As per the Companies (Appointment and Qualifications of Directors) Fifth Amendment Rules, 2019, all the Independent Directors of the Company have registered with the Indian Institute of Corporate Affairs for inclusion of their names in the comprehensive depository maintained by the Ministry of Corporate Affairs.

As stipulated by the Code of Independent Directors pursuant to the Act and the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on February 03 2024 inter alia to:

(i) Evaluate the performance of Non-Independent directors and the Board as a whole;

(ii) Evaluate the performance of the Chairman and Managing Directors of the Company; and

(iii) Evaluate the quality, quantity and timelines of flow of information between the executive management and the Board.

All Independent Directors were present at the meeting. The Directors expressed their satisfaction with the evaluation process.

Familiarisation Program for Independent Directors

All Independent Directors are familiarised with the operations and functioning of the Company. The details of the training and familiarisation program are provided in the Corporate Governance Report forming part of this Report.

Key Managerial Personnel

As on March 31 2024, Mr. Manish Dedhia, Managing Director & Chief Financial Officer and Ms. Ankita Bhanushali, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company.

COMMITTEES OF THE BOARD

With a view to have a more focused attention on various facets of business and for better accountability, the Board has constituted various committees. The statutorily mandated committees constituted under the provisions of the Act and Listing Regulations are Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee and Corporate Social Responsibility Committee.

The Committees have been mandated to operate within their terms of reference, approved by the Board to focus on the specific issues and ensure expedient resolution on diverse matters.

The composition, committee meeting held, terms of reference and other details of the above mentioned committees are provided in the Corporate Governance Report forming part of this Report.

Whistle Blower Policy /Vigil Mechanism

As per the provisions of Section 177(9) and (10) of the Act and Regulation 22 of the Listing Regulations, the Company has adopted a Whistle Blower Policy for establishing a vigil mechanism for Directors and Employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct and provide adequate safeguards against victimisation of persons who use

such mechanism and makes provision for direct access to the chairman of the Audit Committee in appropriate or exceptional cases. The said policy has been hosted on the Company’s website at www.mitsuchem.com.

Remuneration Policy

Pursuant to the provision of Section 178 of the Act and Regulation 19 of Listing Regulations, the Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy relating to remuneration of the Directors, Key Managerial Personnel, Senior Management Personnel and other employees, along with the criteria for appointment and removal of the Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The said policy is available on the website of the Company at www.mitsuchem.com.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act, the Directors of the Company state and confirm that:

a. in the preparation of the annual accounts for the financial year 2023-24, the applicable accounting standards had been followed and there are no material departures from the same;

b. the directors had 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 as at March 31 2024 and of the profit and loss of the Company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:

The particulars of loans, guarantees and investments as per Section 186 of the Act read with the Companies (Meeting of Board and its powers) Rules, 2014 as on March 31 2024 have been disclosed in the Notes to the Financial Statements of the Company.

CORPORATE SOCIAL RESPONSIBILITY

As a part of its initiative under the Corporate Social Responsibility ("CSR") drive, the Company, through the Corporate Social Responsibility Committee of Board of Directors, has undertaken projects in accordance with Schedule VII of the Act and the Company’s CSR policy. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed and marked as ''Annexure-II'' which forms a part of this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as below:

A. CONSERVATION OF ENERGY

The Company is making continuous efforts on ongoing basis to conserve the energy by adopting innovative measures to reduce wastage and optimise consumption. Some of the specific measures undertaken are:

(i) Steps taken or impact on conservation of energy:

The Company has taken various initiatives to conserve the energy by adopting innovative measures to reduce wastage and optimise consumption A) TOC concept

1) Optimisation of Cycle time by all means

2) Reduce setup time by implement SMED concept

3) Logical Buffer Management

4) Supply Chain Management

5) Exploitation

(ii) Steps taken by the Company for utilising alternate sources of energy including waste generated: NIL

(iii) The capital investment on the energy conservation equipment''s: NIL

B. TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION

(i) The efforts made towards technology absorption:

The steps taken by the Company are:

1. 1) STP (Sewage Treatment Plant) is installed in Units for water conservation of capacity 15 KL/ day which is get used for gardening, toilet flush etc.

2. Automatic Sensor based Air curtain installed in Units to save electricity consumption;

3. ISBM (CYPET MACHINE NO.1) is under commissioning for new product development. This is new segment of PET bottles added in our basket;

4. Deflashing machines (3 nos.) to reduce man efforts and to improve quality.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

Reduction in cycle time using DOE (Design of Experiment) which improved productivity 1% to 2%.

(iii) The details of Imported Technology (imported during the last three years reckoned from the beginning of the financial year): Not Applicable.

(iv) The expenditure incurred on Research & Development: '' 24.67 lakhs

C. FOREIGN EXCHANGE EARNING AND OUTGO:

Particulars	Amount ('' In lakhs)
Foreign exchange earnings	70.34
Foreign exchange outgo	8,591.72

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the "Code of Conduct to regulate, monitor and report trading

by designated persons in Listed or Proposed to be Listed Securities" of the Company ("the Insider Trading Code"). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of the Company.

The Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("the Code") in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018 and formulated a Policy for determination of ''legitimate purposes’ as a part of the Code. The Code also includes policy and procedures for inquiry in case of leakage of Unpublished Price Sensitive Information (UPSI) and aims at preventing misuse of UPSI. The Code is available on the Company’s website at www.mitsuchem.com.

The Company Secretary appointed serve as the Compliance Officer to ensure compliance and effective implementation of the Insider Trading Code. Matters related to insider trading code are reported to the Audit Committee.

RISK MANAGEMENT

The Audit Committee has been delegated the responsibility for monitoring and reviewing risk management, assessment and minimisation procedures, developing, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks which the Company may be exposed to.

APPLICATION / PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 ("IBC")

During the year under review, no application was made under IBC by or against your Company and no proceeding is pending under IBC.

DISCLOSURE ON ONE TIME SETTLEMENT

During the year under review, the Company has not entered into any one-time settlement with the Banks or Financial Institutions who have extended loan or credit facilities to the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

AUDITORS

a) Statutory Auditors & their Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, M/s. Gokhale & Sathe, Chartered Accountants (Firm Registration No. 103264W) were appointed as Statutory Auditor of the Company at the 32nd Annual General Meeting held on September 09 2020, for a period of five (5) consecutive years from the conclusion of that AGM till the conclusion of the 37th AGM.

M/s. Gokhale & Sathe, Chartered Accountants have submitted their Report on the financial statements of the Company for the FY ended March 31 2024, which forms part of this Report and it does not contain any reservation, qualification or adverse remark. The comments in the Auditors’ Report read with notes to the accounts are self-explanatory.

b) Secretarial Auditor & their Report

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Haresh Sanghvi, Practicing Company Secretary (CoP No. 3675), for conducting Secretarial Audit of the Company for the FY ended on March 31 2024.

Secretarial Audit Report issued by Mr. Haresh Sanghvi in Form MR-3 forms part to this Report as "Annexure- MI". The said report does not contain any observation or qualification requiring explanation or adverse remark.

A Secretarial Compliance Report for the FY ended March 31 2024 on compliance of all applicable SEBI regulations and circulars/guidelines issued thereunder, was obtained from Mr. Haresh Sanghvi, Practising Company Secretary, and submitted to the stock exchange.

c) Internal Audit

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Company’s internal auditors have furnished quarterly reports which were pursued by Audit committee as well as Board of Directors.

d) Reporting of Frauds

There was no instance of fraud during the year under review, which required the Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

DISCLOSURE UNDER PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT:

The Company has adopted a Sexual Harassment Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The aim of the policy is to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Policy is available at the Registered Office of the Company and is accessible to all the employees of the Company. The Company has not received any complaint during the FY under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Sections 73 to 76A of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as required under Regulation 34 read with Schedule V of the Listing Regulations is annexed to this Report as "Annexure-IV".

CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate of the Auditor of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the Listing Regulations, are provided in a separate section forming part of this Report as "Annexure V".

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to the financial statements. Internal audits are undertaken on a quarterly basis by Internal Auditors covering all units and business operations to independently validate the existing controls. Reports of the Internal Auditors are regularly reviewed by the management and corrective action is initiated to strengthen the controls and enhance the effectiveness of the existing systems. The Audit Committee evaluates the efficiency and adequacy of the financial control system in the Company and strives to maintain the standards in the Internal Financial Control.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act during the FY were in the ordinary course of business and on an arm’s length pricing basis and do not attract the provisions of Section 188 of the Act. There were no materially significant transactions with the related parties during the FY which were in conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details are required under Section 197(12) of the Act read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as "Annexure VI".

During 2023-24, no employee, whether employed for whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

BUSINESS RESPONSIBILITY AND SUSTINABLE REPORTING (BRSR)

As stipulated under regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the business responsibility and sustainability report describing the initiatives taken by the Company from an environmental, social, and governance perspective is enclosed and forms part of the annual report as

Annexure VII".

The SEBI (LODR) Regulations, 2015 mandate the inclusion of the BRSR as part of the Annual Report for top 1000 listed entities based on market capitalisation. The Company is Voluntarily adopting the same.

STATUTORY COMPLIANCE

The Company has complied with all the statutory requirements. A declaration regarding compliance of the provisions of the various statutes is also made by the Managing Director. The Company ensures compliance of the Companies Act, 2013; Listing Regulations and various statutory authorities on quarterly basis in the Board Meeting. Compliance with Secretarial Standards During the year under review, the Company has complied with all the applicable mandatory Secretarial Standards.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable mandatory Secretarial Standards APPRECIATION & ACKNOWLEDGEMENTS

The Board wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees of the Company. The Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received from all the stakeholders including but not limited to the Government authorities, bankers, customers, suppliers and business associates. The Directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For and on behalf of the Board of Directors of Mitsu Chem Plast Limited

Jagdish Dedhia

Date: May 16 2024 Chairman & Whole-Time Director

Place: Mumbai DIN: 01639945

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Mar 31, 2018

To,

The Members

Mitsu Chem Plast Limited

The Directors are pleased to present the 30th Board’s Report of your Company together with the Audited Statement of Accounts of your Company for the financial year ended 31st March 2018.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

Particulars	FY 2017-18	FY 2016-17
Gross Income	13,300.29	11,172.36
Profit Before Interest and Depreciation	991.27	906.02
Finance Charges	374.95	383.79
Provision for Depreciation	181.44	197.11
Net Profit Before Tax	434.87	325.12
Provision for Tax	87.64	81.46
Net Profit After Tax	347.23	243.67
Surplus carried to Balance Sheet	-	-
Earnings Per Share	9.48	6.87

REVIEW OF OPERATIONS AND STATE OF AFFAIRS

During the year under review, your Company moved forward strongly, sustained the performance and recorded a turnover of Rs. 13,288.47 Lakhs including the Domestic turnover of Rs. 13,266.76 Lakhs (PY - Rs. 11,133.03 Lakhs ) and the Export turnover of Rs. 21.71 Lakhs (PY - Rs. 21.64 Lakhs ).

The Net Profit of your Company, for the year under review was Rs. 347.23 Lakhs as against Rs. 243.67 Lakhs during the previous year 2016-17.

CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in nature of Business of the Company during the year under review.

DIVIDEND

The Board recommends a final dividend of Re. 0.50/- per equity share (i.e. 5%) for the FY 2017-18. The dividend, if approved at the Annual General Meeting (AGM), will be paid to those members whose names appear in the Company ‘s Register of Members on Friday, 24th August 2018.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

The Company has not transferred any amount to General Reserves for the financial year 20172018.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

Company does not have any Subsidiary, Joint venture or Associate Company.

MATERIAL CHANGES AND COMMITMENTS

Pursuant to the authority granted by the shareholders at the Extraordinary General Meeting held on 31st October 2018:

a) 3,55,000 Equity Shares were issued and allotted to the specified investors.

b) 1,44,000 Equity Share Warrants were issued and allotted to the Promoters and Promoter group which were converted into 1,44,000 Equity Shares on 10th July 2018.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT-9 as required under section 92(3) of the Companies Act, 2013 (hereinafter referred as “Act”) and prescribed in rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed to this Report and marked as Annexure-I.

DIRECTORS AND KEY MANAGERIAL PERSONNELS

a) Composition of the Board

The Board is constituted with proper balance of Executive and Non-Executive Directors. The total strength of the Board was of 6 (Six) Directors on 31st March 2018 comprising of 3 (three) Executive Directors and 3 (three) Non-Executive Directors, out of which 1 (one) is a Woman Director and 2 (two) are Independent Directors.

b) Retirement by rotation

Pursuant to provisions of section 152(6) of the Act, Mrs. Ameeta J. Dedhia, Director retires by rotation and being eligible, offer herself for re-appointment at the ensuing Annual General Meeting. The Board recommends her re-appointment.

As stipulated under the Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (hereinafter referred as “Listing Regulations”), brief resume of the director proposed to be re-appointed is furnished along with the Explanatory Statement to the Notice to the Annual General Meeting of the Company.

c) Declaration by Independent Director(s)

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of the independence as prescribed under section 149(6) of the Companies Act, 2013 and under Regulation 16 (1)(b) of Listing Regulations.

d) Number of Meetings of the Board

The Board of Directors of the Company met 5 (Five) times during the Financial Year 2017-18 and the gap intervening between 2 (two) meetings of the Board of Directors is as prescribed in the applicable provisions of the Act.

30/05/2017 10/11/2017 29/08/2017 16/02/2018 03/10/2017

Details of attendance of Directors at the said Board meetings:

Sr. No.	Name of Directors	No. of Meetings attended
1	Mr. Jagdish Dedhia	5/5
2	Mr. Sanjay Dedhia	4/5
3	Mr. Manish Dedhia	5/5
4	Mrs. Ameeta Dedhia	5/5
5	Mr. Dilip Gosar	5/5
6	Mr. Ashish Doshi	5/5

e) Board Performance Evaluation:

As stipulated by the Code of Independent Directors pursuant to Companies Act, 2013 and the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on 16th February 2018 inter alia to:

i. Evaluate the performance of nonindependent directors and the Board as a whole;

ii. Evaluate performance of the Chairman and Managing Director of the Company; and

iii. Evaluate the quality, quantity and timelines of flow of information between the executive management and the Board.

The suggestions made at the meeting of the Independent Directors were communicated to the Directors for taking appropriate steps. All Independent Directors were present at the meeting. The Directors expressed their satisfaction with the evaluation process.

COMMITTEES OF THE BOARD

The Board has constituted various committees of Directors to monitor the activities falling within their terms of reference. These Committees take informed decisions on the specific businesses assigned to them in the best interest of the Committees The composition, terms of reference and other details of all the Board level committees have been elaborated in the report.

a) Audit Committee

The Company has an independent Audit Committee. The composition, procedure, Role / Function of the committee is in line with the requirements of the Act.

The Committee consists of 2 (two) NonExecutive Independent Directors and (1) one Executive Director. All the members posses sound knowledge on accounts, audit, finance, taxation, internal controls etc. The Company Secretary acts as secretary to the committee.

Constitution and Attendance Details

The committee met 4 (four) times during the Financial Year 2017-18 as under:

30/05/2017 10/11/2017

29/08/2017 16/02/2018

The constitution and attendance details of the Audit Committee meetings are as under :

Sr.No.	Name of Member	Category	Position held in the Committee	No. of Meetings Attended
1	Mr. Dilip Gosar	Non-executive Independent Director	Chairman	4/4
2	Mr. Ashish Doshi	Non-executive Independent Director	Member	4/4
3	Mr. Manish Dedhia	Executive NonIndependent Director	Member	4/4

Terms of Reference

The brief terms of reference of Audit Committee are as under -

(i) To oversee the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

(ii) Recommending the appointment and removal of external auditor, fixation of audit fee and also approval for payment for any other services.

(iii) Reviewing with management the annual financial statements before submission to the Board, focusing primarily on:

a) Any changes in accounting policies and practices.

b) Major accounting entries based on exercise of judgment by management.

c) Qualifications in draft audit report, if any.

d) The going concern assumption.

e) Compliance with accounting standards.

f) Compliance with Stock Exchange and legal requirements concerning financial statements.

g) Any related party transactions i.e. transactions of the Company of material nature, with promoters or the management, their subsidiaries or relatives, etc. that may have potential conflict with the interests of Company at large.

h) Reviewing with the management, External and Internal auditors the adequacy of Internal Control System.

i) The Company has in place its own in house internal audit department to review the adequacy of internal audit function, including the structure of internal audit department, staff and seniority of official’s heading the department, reporting structure, coverage and frequency of internal audit.

j) Reviewing the findings of any internal investigations in the matters where there is suspected fraud or irregularity or failure of internal control systems of a material nature and reporting the matter to the Board.

k) Discussion with external auditors before the audit commences nature and scope of audit as well as postaudit discussion to ascertain any area of concern. l) Reviewing the Company’s financial and risk management policies. m) To look into the reasons for substantial defaults in the payment to the depositors, debentures holders, shareholders (in case of no nonpayment of declared dividends) and creditors. n) To approve the appointment of the Internal auditor after assessing the qualifications, experience, background, etc. of the candidate.

Whistle Blower Policy /Vigil Mechanism

As per the provisions of Section 177(9) of the Act, the Company has established

a Vigil Mechanism for Directors and Employees by formulating Whistle Blower Policy to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct without fear of reprisal. The said policy can be accessed on the Company’s website www.mitsuchem.com.

b) Nomination and Remuneration Committee:

The Committee consists of 3 (three) non-executive Directors out of which two are Independent Directors. The Company Secretary acts as secretary to the committee.

Constitution and Attendance Details

The Committee during the year under purview had met for two meetings on 29th August 2017 and 3rd October 2017

The constitution of the Nomination and Remuneration Committee is as under :

Sr. No.	Name of Member	Category	Position held in the Committee	No. of Meetings Attended
1	Mr. Ashish Doshi	Non-executive Independent Director	Chairman	2/2
2	Mr. Dilip Gosar	Non-executive Independent Director	Member	2/2
3	Mrs. Ameeta Dedhia	Non-executive Non Independent	Member	2/2

Terms of Reference

The brief terms of reference of this committee are as under -

a) To determine the remuneration package for any Executive Directors as well as remuneration payable to the non-executive Directors from the year to year.

b) To help in determining the appropriate size, diversity and composition of the Board;

c) To recommend to the Board appointment/reappointment and removal of Directors;

d) To frame criteria for determining qualifications, positive attributes and independence of Directors.

e) To create an evaluation framework for Non-executive & Independent Directors and the Executive Board;

f) Delegation of any of its powers to any Member of the Committee or the Compliance Officer.

Nomination and Remuneration Policy

The Remuneration Policy recommended by Nomination and Remuneration Committee has been accepted by the Board of Directors. This policy is applicable to all Directors, Key Managerial Personnel (KMP), Senior Management team and other employees of the Company and the same has been is annexed to this Report and marked as “Annexure-II” and is also available on the Company’s website www.mitsuchem.com.

Familiarization Program

Your Company has been familiarizing the Independent Directors on its Board with detailed presentations by its business functional heads on the Company operations, strategic business plans, new products and technologies, including significant aspects of the Industry and its future outlook.

c) Stakeholders’ Relationship Committee:

The Committee consists of 3 (three) nonexecutive Directors out of which two are Independent Directors. The Chairman of the Committee is an Independent Director.

Constitution and Attendance Details

No meetings of the Committee were held during the year under review. The constitution and of the Stakeholders’ Relationship Committee is as under :

Sr. No.	Name of Members	Designation
1	Mr. Dilip Gosar	Chairman
2	Mr. Ashish Doshi	Member/ Non-executive Independent
3	Mr. Ameeta Dedhai	Member/ Non-executive Non Independent

Terms of Reference:

The brief terms of reference of this committee are as under -

a) Redress Shareholders and Investors complaints.

b) Review all matters connected with the share transfers.

c) Review status of legal cases involving the investors where the Company has been made a party.

Details of Investors Complaints received during F.Y. 2017-18:

Sr. No.	Nature of Complaints	No. of Complaints Received	No. of Complaints Redressed	Pending Complaints
1	Non-Receipt of dividends	NIL	NIL	NIL
2	Non-receipt of shares lodged for transfer/ transmission	NIL	NIL	NIL
3	Non- Receipt of Annual Report	NIL	NIL	NIL

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as below:

A. CONSERVATION OF ENERGY

The Company is making continuous efforts on ongoing basis to conserve the energy by adopting innovative measures to reduce wastage and optimize consumption. Some of the specific measures undertaken are:

(i) Steps taken or impact on conservation of energy:

a. Compressed Air Balancing System installed with additional Air receiver and pipeline looping system resulting into energy saving of approx. 10 %.

b. Compressed Air setting system improved with respect to machines, moulds and articles recording an approx. of 12% of energy saving.

c. Energy saving heaters used for Blow Moulding Machine with approx. 10% energy saving.

(ii) Steps taken by the Company for utilizing alternate sources of energy including waste generated:

Water Harvesting System for collection of Rain water installed which is used for Cooling water system.

(iii) The capital investment on the energy conservation equipment’s:

Rs. 2.50 Lakhs

B. TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION

(i) The efforts made towards technology absorption:

The Company sets target for technology improvement based on global competition criteria. The Company continues its efforts on various Research & Development (R&D) activities for new innovative products and technology.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

Blow Molding Boosters used effectively with chilled air for increasing the production.

(iii)The details of Imported Technology (imported during the last three years reckoned from the beginning of the financial year): Not Applicable

(iv)The expenditure incurred on Research & Development:

Rs. 52,300/C. FOREIGN EXCHANGE EARNING AND OUTGO:

RISK MANAGEMENT

The Audit Committee has been delegated the responsibility for monitoring and reviewing risk management, assessment and minimization procedures, developing, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks which the Company may be exposed to. The Board also reviews the risk management assessment and minimization procedures

CORPORATE SOCIAL RESPONSIBILITY

The Company is not falling under the criteria as mentioned in the Section 135 of the Companies Act, 2013 and rules made thereof which specifies the requirement of forming the Corporate Social Responsibility Committee.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3) (c) read with Section 134(5) of the Act, the Directors of your Company state and confirm that:

a. in the preparation of the annual accounts for the financial year 2017-18, the applicable accounting standards had been followed and there are no material departures from the same;

b. the directors had 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 as at March 31 2018 and of the profit and loss of the Company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS

a) Statutory Auditors & their Report:

Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, M/ s P. V. Dalal & Co., Chartered Accountants, Mumbai (Registration no. 102049W) were appointed as statutory auditors of the Company from the conclusion of the 29th Annual General Meeting (AGM) of the Company held on 27th September 2017 till the conclusion of the 34th AGM, subject to ratification of their appointment at every AGM.

In the terms of Section 139 of the Companies Act, 2013 read with Company (Audit & Auditors) Rules, 2014, the Board of Directors ratified the appointment of M/s P.V Dalal & Co., Chartered Accountants, subject to shareholders approval at the ensuing Annual General Meeting to hold the office from conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting on remuneration to be decided by the Board of Directors.

The Auditors’ Report to the Shareholders for the year under review is annexed to this Report and it does not contain any reservation, qualification or adverse remark. The comments in the Auditors’ Report read with notes to the accounts are self-explanatory.

b) Secretarial Auditor & their Report Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Haresh Sanghvi (CoP No. 3675), for conducting Secretarial Audit of the Company for the financial year ended on 31st March 2018. Secretarial Audit Report issued by Mr. Haresh Sanghvi in Form MR-3 forms part to this report Annexure- III. The said report does not contain any observation or qualification requiring explanation or adverse remark.

c) Internal Auditor

Mrs. Kashmira Dedhia, Chartered Accountant, resigned from the post of Internal Auditor of the Company w.e.f 28th September 2017.

Pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s. V. J. Shah & Co., Chartered Accountants as the Internal Auditor of the Company. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board quarterly.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:

Particulars of loans, guarantees and investments made by the Company pursuant to Section 186 of the Companies Act, 2013 have been disclosed in the Financial Statements provided in the Annual Report.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE :

The Company has zero tolerance towards sexual harassment at the workplace and hence, has formulated Sexual Harassment Policy which is available at the Registered Office of the Company and is accessible to all the employees of the Company. During the year under review, has not received any complaints of sexual harassment.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL

a) Issue and Allotment of Equity Shares and Equity Share Warrants on Preferential Basis:

At the Extraordinary General Meeting held on 31st October 2017, the Company issued 3,55,200 Equity Shares of face value Rs. 10/- each to the Specified Investors and 1,44,000 Equity Share Warrants to the Promoters and Promoter group of the Company on Preferential Basis at a price of Rs. 165/- each and the said Equity Shares and Equity Share Warrants were allotted in the meeting of the Board of Directors held on 10th November 2017. The said Equity Shares have been listed on SME Exchange of BSE Limited w.e.f 7th December 2017. Further, 1,44,000 Equity Shares of Rs. 10/each, on conversion of 1,44,000 Equity Share Warrants have been allotted in the meeting of the Board of directors held on 10th July 2018.

b) Buy Back of Securities/ Sweat Equity/ Employees Stock Option Plan During the year under review, the Company has not bought back any of its securities nor issued any Sweat Equity Shares nor provided any Stock Option Scheme to the employees during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as required under Regulation 34 read with Schedule V of the Listing Regulations is annexed to this Report as “Annexure-IV “.

CORPORATE GOVERNANCE

Since the Company has listed its securities on SME platform, the provisions of Corporate Governance as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulations, 2015 are not applicable to the Company for the financial year ended 31st March 2018.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to the financial statements. The Audit Committee evaluates the efficiency and adequacy of the financial control system in the Company and strives to maintain the standards in the Internal Financial Control.

GENERAL DISCLOSURES

a) Related Party Transactions

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on an arm’s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

b) Particulars of Employees:

Disclosures pertaining to remuneration and other details are required under Section 197(12) of the Act read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is forming part of the Directors’ Report for the year ended 31st March 2018 and is annexed to this Report and marked as “Annexure V”.

During the financial year 2017-18, no employee, whether employed for whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

STATUTORY COMPLIANCES

The Company has complied with all the statutory requirements. A declaration regarding compliance of the provisions of the various statutes is also made by the Managing Director. The Company ensures compliance of the Act, Listing Regulations and various statutory authorities on quarterly basis in the Board Meetings.

APPRECIATION & ACKNOWLEDGEMENTS

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received by the Company from the local authorities, bankers, customers, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For and On Behalf of Board of Directors

Jagdish Dedhia

Place: Mumbai Chairman & Whole-Time Director

Date: 3rd August 2018 DIN: 01639945