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)

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:

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 :

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 :

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 :

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:

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