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Directors Report of Wim Plast Ltd.

Mar 31, 2016

To the Members,

The Directors submit the 28th Annual Report of Wim Plast Limited along with the audited financial statements for the year ended March 31, 2016.

1. FINANCIAL RESULTS: (Rs, in lacs)

Particulars

2015-16

2014-15

Revenue from Operations

42,745.35

42,328.21

Profit before Depreciation and Tax

7626.23

6,258.08

Less : Depreciation

1,124.91

901.54

Tax Expenses

1986.72

1,520.92

Net Profit for the year

4,514.59

3,835.62

Add. Profit & Loss A/c Bal of Previous year

14,056.33

11,135.82

Appropriations:

Proposed Dividend

-

600.17

Interim Dividend

720.20

-

Dividend Distribution Tax

146.62

122.18

Transfer to General Reserve

-

192.74

Balance c/fd to Balance Sheet as at 31.03.2016

17,704.11

14,056.34

2. COMPANY’S PERFORMANCE:

The revenue from operations for financial year 2015-16 at Rs, 42745.35 lacs was higher with increase of 1 % over last year Rs, 42,328.21 lacs. The Profit after tax for the year was Rs, 4514.59 lacs recording the growth by 15 % over the Profit after tax of Rs, 3835.62 lacs for the year 2014-15.

3. BONUS ISSUE:

Your Directors recommend an issue of 6001680 fully paid bonus shares, subject to the approval of the members at the 28th Annual General Meeting to be held on Friday 26th August, 2016, in the ratio of 1:1 i.e. one additional equity share of Rs, 10/- each, for every one equity share held by the members on a record date to be fixed by the Board/Committee, by capitalizing Rs, 600.17 lacs from Securities Premium A/c of the Company.

4. INCREASE IN AUTHORISED SHARE CAPITAL AND ADOPTION OF NEW SET OF ARTICLES:

Pursuant to the recommendation of Bonus Shares your Directors recommend the alteration in the Share Capital Clause of the Memorandum and Articles of Association of the Company by increase of the Authorized Share Capital from Rs, 7,00,00,000/- (Rupees Seven Crores Only) i.e. 70,00,000 Equity Shares of Rs, 10/- each to Rs, 14,00,00,000/- (Rupees Fourteen Crores Only) i.e. 1,40,00,000 Equity Shares of Rs, 10/- each. Also the Board hereby recommends to the members for necessary approval at ensuing 28th Annual General Meeting for the Adoption of New Set of Articles of Association of the Company.

5. DIVIDEND:

Based on the Company''s performance the Board has declared an Interim Dividend of 120% i.e. Rs, 12/- per share on 6001680 Equity Shares of Rs, 10/- each in the meeting held on 8th March, 2016. Total dividend payment which amounted to Rs, 720.20 lacs, the Dividend Distribution Tax on this Interim Dividend which amounted to Rs, 146.62 lacs. The Board has not recommended Final Dividend for the year ended 31st March, 2016.

The Final Dividend for the previous year ended on 31st March, 2015 was 100% i.e. Rs, 10/- per share on 6001680 Equity Shares of Rs, 10/each total Final Dividend payment of Rs, 600.17 lacs and Dividend Distribution Tax of Rs, 122.18 lacs.

6. TRANSFER TO RESERVES:

The Board does not propose transfer to reserves for the year 2015-16 and an amount of Rs, 17704.10 lacs is proposed to retain in profit and loss account for the year ended 31st March, 2016.

7. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company has transferred an amount of Rs, 1.67 lacs to Investor Education and Protection Fund Account towards the balance lying in the Unpaid Dividend Account for the year 2007-08.

8. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The prescribed particulars of employees required under the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure — I forming part of this Report.

9. SUBSIDIARY COMPANY:

The Company does not have any subsidiary as at 31st March, 2016. The Company Wim Plast Moldetipo Pvt. Limited, incorporated on 31st May 2016, as the Subsidiary Company of Wim Plast Limited for Tools and Dies business.

10. DEPOSITS:

During the Financial Year 2015-16, the Company has not accepted any public deposit covered under the Companies Act, 2013.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO:

The particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/outgo are set out in Annexure — II forming part of this Report.

12. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31st March, 2016 comprises of 10 Directors namely Ghisulal D. Rathod (Chairman), Pradeep G. Rathod (Managing Director), Pankaj G. Rathod, Karishma P. Rathod, Fatechand M. Shah, S.M. Khinvesra, Mahendra F. Sundesha, Prem G. Manghani, Pushp Raj Singhvi and Sudhakar Mondkar.

Mr. Harilal Boolani an Independent Director resigned on 19th February 2016.

Mr. Sudhakar Mondkar was appointed as an Additional Independent Director of the Company on 8th March 2016.

The Board recommends appointment of the Additional Director Mr. Sudhakar Mondkar, as the Director of the Company for a term of 5 years up to 7th March, 2021.

As on 31st March, 2016 there was no disqualification of any Director pursuant to Section 164 (2) of the Companies Act, 2013.

The Directors Mr. Ghisulal D. Rathod and Miss. Karishma P. Rathod are liable to retire by rotation at the ensuing 28th Annual General Meeting of the Company and being eligible offer themselves for re-appointment, and the Board recommends their re-appointment.

The Director Mr. Pankaj G. Rathod was appointed as Whole Time Director from 1st June, 2016. The Board recommends his appointment for a term of 5 years i.e. from 1st June, 2016 to 31st May, 2021.

The other details with respect to Board of Directors are given in Corporate Governance section forming part of this Report.

The Key Managerial Persons of the Company are Mr Pradeep G. Rathod (Managing Director), Mr. Pankaj G. Rathod (Whole Time Director), Mr. Madhusudan Jangid (Chief Financial Officer) and Mr. Kapil D. Joshi (Company Secretary). During the year there was no change in the Key Managerial Persons of the Company.

13. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return in Form MGT - 9 pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12 (1) of Companies (Management and Administration) , Rules 2014 are set out Annexure — III forming part of this Report.

14. NUMBER OF MEETINGS OF THE BOARD:

Five Board Meetings were held during the year 2015-16 on Saturday, 23th May, 2015, Monday, 10th August, 2015, Saturday, 7th November, 2015, Saturday, 6th February, 2016 and Tuesday, 8th March, 2016. The further details regarding Board Meetings are given in the Section of Corporate Governance which forms part of this Report.

15. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (C) of the Companies Act, 2013, Directors state that:

(a) in the preparation of Annual Accounts for the year ended on 31st March, 2016, the applicable accounting standards have been followed and there are no material departures from the same.,

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 31st March, 2016 and the profit and loss of the Company for that period.,

(c) the Directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.,

(d) the Directors have prepared Accounts on ‘going concern'' basis., and

(e) the Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and are operating effectively.

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

16. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of the Independence as prescribed both under section149 (6) of the Companies Act, 2013 and under Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

17. NOMINATION AND REMUNERATION COMMITTEE:

The Company''s Policy on Directors'' appointment and remuneration and other matters provided in section 178(3) of the Act.

The nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. The policy is available at Company''s website on www.cellowimplast.com. The other details with respect to committee composition and meetings are given in Board of Directors in Corporate Governance Section forming part of this Report.

18. AUDITORS’ REPORT AND SECRETARIAL AUDITORS’ REPORT:

The auditors'' report and secretarial auditors'' report do not contain any qualifications, reservations or adverse remarks. Secretarial Audit Report issued by Mr. Hemant Shetye, Partner of M/s HS Associates, Practicing Company Secretaries, in Form MR-3 form part of this report.

19. AUDITORS:

Board recommends the re-appointment of M/s B. P. Shah & Co. (FRN - 109517W) as Statutory Auditors of the Company from the conclusion of the 28th Annual General Meeting till the conclusion of 29th Annual General Meeting of the Company.

20. INTERNAL AUDITORS:

The Board has re-appointed M/s Jeswani & Rathore, Chartered Accountants, Mumbai as the Chief Internal Auditors of the Company for the financial year 2016-17.

21. COST AUDITOR:

The Board has re-appointed Cost Accountant Mr. Pradip M. Damania, Mumbai as Cost Auditor of the Company for the financial year ended on 31st March, 2017.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has received Dividend of Rs, 107.89 lacs from the Investment in Mutual Funds for the year ended 31st March, 2016. Also the Company has not given Loans or Guarantees covered under Section 186 of Companies Act, 2013.

23. TRANSACTIONS WITH RELATED PARTIES:

The details with respect to related party transactions in Form AOC - 2 are set out in Annexure — IV and forms part of this Report. The Related Party Transactions Policy is available at Company''s website- www.cellowimplast.com.

24. RISK MANAGEMENT:

The Board has constituted Risk Management Committee headed by an Independent Director. The key risk pertaining to the Company and mitigating actions are placed before the Audit Committee.

The Risk Management policy of the Company is available on Company''s website - www.cellowimplast.com and the policy focuses on include Risk assessment, risk monitoring and risk mitigation. The details of the Risk Factors and the Committee composition and meetings are given in Board of Directors in Corporate Governance section forming part of this Report.

25. CORPORATE SOCIAL RESPONSIBILITY:

The Board has constituted Corporate Social Responsibility (CSR) Committee under the Chairmanship of an Independent Director pursuant to the subsection (1) of Section 135 of Companies Act, 2013.

The CSR Committee has formulated CSR Policy of the Company which is available on Company''s website - www.cellowimplast.com. The CSR policy mainly includes CSR Expenditure primarily on the Education and Health and also includes the other objects covered under Schedule VII to the Companies Act, 2013. The CSR Expenditure done for the year ended on 31st March, 2016 are set out in Annexure -V and forms part of this report.

The other details with respect to Committee composition and meetings are set out in Board of Directors in Corporate Governance section forming part of this Report.

26. EVALUATION OF BOARD:

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued hereunder and the Listing Regulations (Including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors/ Board/ Committees was carried out. The separate meeting of Independent Directors was held during the year to evaluate the performance of other Non Independent Directors and of the Board as a whole, the performance of Committees of the Board was reviewed. In addition, the chairman was also evaluated on the key aspects of his role.

27. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

The Report on Corporate Governance along with necessary certificates set out in Annexure — VI and forms part of this Report.

Also the Statement of Management Discussion and Analysis forms part of this Report.

28. SECRETARIAL AUDITORS:

The Secretarial Audit Report of Mr. Hemant Shetye, Partner of M/s HS Associates, Company Secretaries, for the year ended on 31st March, 2016 is self explanatory. The Board has re-appointed Mr. Hemant Shetye, Partner of M/s HS Associates, Company Secretaries, as the Secretarial Auditors of the Company for the financial year ended on 31st March, 2017.

29. COMMITTEES OF THE BOARD:

The Board has constituted necessary Committees pursuant to the provisions of the Companies Act, 2013, rules framed there under and SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015 The Committees of the Board are Audit Committee, Stakeholders'' Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Risk Management Committee. The details about Composition of Committees and their Meetings are incorporated in the Board of Directors in Corporate Governance section forming part of this Report.

30. VIGIL MECHANISM POLICY:

The Board has constituted the Vigil Mechanism Policy for Directors and Employees of the Company to ensure adequate safeguard to employees and Directors from victimization against any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statement and reports. The detailed Vigil Mechanism Policy is available at Company''s Website www.cellowimplast.com. Your Directors further state that during the year under review, there was no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. INTERNAL FINANCIAL CONTROLS:

The Board hereby reports that no material or serious observation has been received from Internal Auditors of the Company. The Internal Financial Control system of the company ensures proper recording of financial and operational information and compliance of various internal control and other regulatory and statutory compliances.

32. ACKNOWLEDGEMENTS:

The Board of Directors appreciates all its Shareholders, Customers, Suppliers, Associates, Employees and various Authorities for extending their valued support and patronage to the Company.

For and on behalf of the Board of Wim Plast Ltd

. Ghisulal D. Rathod

2nd August, 2016 Chairman

Mumbai (DIN 00027607


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 27th Annual Report together with the Audited Financial Statements for the year ended on 31st March, 2015.

1. FINANCIAL RESULTS:

RS. in lacs

Particulars For the year For the year ended on ended on 31st March, 31st March, 2015 2014

Revenue from Operations 42,328.21 34,082.20

Profit before Depreciation and Tax 6,258.08 5,373.06

Less : Depreciation 901.54 903.38

Tax Expenses 1,520.92 1,218.21

Net Profit for the year 3,835.62 3,251.47

Add. Profit & Loss A/c Bal of Previous 11,135.82 8,842.04 year

Appropriations:

Proposed Dividend 600.17 540.15

Dividend Distribution Tax 122.18 91.81

Transfer to General Reserve 192.74 325.75

Balance c/fd to Balance Sheet as at 14,056.34 11,135.81 31.03.2015.

2. STATEMENT OF COMPANY''S AFFAIRS:

The year 2014-15 was optimistic year for the Company''s operations with rising trends. The revenue from operations reached to RS. 42328.21 lacs with increase of 24% from the last year''s revenue of RS. 34082.20 lacs. The Profit After Tax reported was RS. 3835.62 lacs increased by 18% from the figures of last year''s Profit After Tax of RS. 3251.41 lacs.

3. EXPANSION PROJECTS:

In the year 2014-15 the Company has Invested RS. 3000/- lacs in the Fixed Assets for the business towards the expansions with value added products of premium ranges in Plastic Furniture, for setting up world class tool room for manufacturing Moulds and the Company has started manufacturing of the AIR Coolers and planning to enter the market in coming years with variety range of the residential AIR Coolers.

4. DIVIDEND:

For the Financial Year ended on 31st March, 2015 the Board has recommended Final Dividend of RS. 10/- per share i.e. 100% on 6001680 fully paid up Equity Shares of face value RS. 10/- each aggregating RS. 600.17 lacs and Corporate Dividend Tax of RS. 122.18 lacs. (previous year Final Dividend was RS. 9/- per share Share i.e. 90% on 6001680 Equity Shares of RS. 10/- each aggregating RS. 540.15 lacs and Corporate Dividend Tax of RS. 91.80 lacs). No Interim Dividend was declared by the Board during the Financial Year 2014-15.

5. TRANSFER TO RESERVES:

The Board proposed to transfer RS. 192.75 lacs to General Reserve for declaration of Final Dividend. Pursuant to the new Depreciation rates as per Schedule II to the Companies Act, 2013 the Board has transferred RS. 165.58 lacs to General Reserve Account from Deferred Tax Liability Account and RS. 615.03 lacs was debited to General Reserve Account in lieu of Depreciation on Fixed Assets.

6. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company has transferred an amount of RS. 1.86 lacs to Investor Education and Protection Fund Account towards the balance lying in the Unpaid Dividend Account for the year 2006-07.

7. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The relations between the Company and its employees being cordial, no instance of any Industrial Dispute was reported during the year 2014-15. During the Financial Year the Company did not have any employee who was drawing remuneration required to be disclosed pursuant to the Section 197 of Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The required disclosures with respect to Remuneration and other details are set out in Annexure — I to this Report.

8. SUBSIDIARY COMPANY:

The Company does not have any Subsidiary Company.

9. DEPOSITS:

During the Financial Year 2014-15 The Company has not accepted any public deposit covered under Section 76 of the Companies Act, 2013.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO:

The particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/outgo are set out in Annexure — II to this Report.

11. BOARD OF DIRECTORS:

During the year 2014-15 Miss. Karishma P. Rathod was appointed as an Additional Director/Woman Director of the Company w.e.f. 1st June, 2014 and also she was appointed as Director of the Company liable to retire by rotation at the 26th Annual General Meeting of the members held on 9th August, 2014.

In the 26th Annual General Meeting of the members held on 9th August, 2014 the Independent Directors Mr. Harilal L. Boolani, Mr. S.M. Khinvesra, Mr. Mahendra F. Sundesha, Mr. Pushp Raj Singhvi and Mr. Prem G. Manghani were appointed as an Independent Directors of the Company for the term of 5 yrs i.e. up to 31st March, 2019. Mr. Pradeep G. Rathod was re-appointed as Managing Director of the Company for a period of 5 years i.e. from 29th June, 2014 to 28th June, 2019.

At the ensuing 27th Annual General Meeting of the Company the Directors Mr. Pankaj G. Rathod and Mr. Fatechand M. Shah are liable to retireby rotation and being eligible offers themselves for re-appointment. Board recommends their re-appointment to the members for consideration in the ensuing 27th Annual General Meeting.

As on 31st March, 2015 there was no disqualification for any Director pursuant to Section 164 (2) of the Companies Act, 2013.

The other details with respect to Board of Directors are given in Corporate Governance Report, Board of Directors Section, annexed to this Report.

12. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return in Form MGT - 9 pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12 (1) of Companies (Management and Administration) , Rules 2014 are as per Annexure — III to this Report.

13. NUMBER OF MEETINGS OF THE BOARD:

Four Board Meetings were held during the year 2014-15 pursuant to Section 173 (1) of Companies Act, 2013 on 26th May, 2014, 12th August,2014, 14th November, 2014 and 11th February, 2015. The further details regarding Board Meetings are given in the Board of Directors Section of Corporate Governane Report annexed to this Report.

14. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (C) of the Companies Act, 2013 your Directors state that:

(a) in the preparation of Annual Accounts for the year ended on 31st March, 2015, the applicable accounting standards have been followed and there are not material departures from the same.,

(b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 31st March, 2015 and the profit and loss of the Company for that period.,

(c) the Directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.,

(d) the Directors have prepared Accounts on ''going concern'' basis., and

(e) the Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and are operating effectively.

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

15. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS:

As per the declarations received from Independent Directors their appointment as an Independent Director of the Company is in compliance with Section 149 (6) of the Companies Act, 2013.

16. NOMINATION AND REMUNERATION COMMITTEE:

The Board had constituted Nomination and Remuneration Committee pursuant to the provisions of subsection (1) of Section 178 of Companies Act, 2013. Pursuant to subsection (3) of Section 178 of Companies Act, 2013 the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director and recommended to the Board the policy, relating to the remuneration of directors, key managerial personnel and other employees. The policy is available at Company''s website on www.cellowimplast.com. The other details with respect to Committee composition and meetings are given in Board of Directors Section of Corporate Governance Report annexed to this Report.

17. AUDIT REPORTS:

There were no qualification, reservation or adverse remark or disclaimer made in the Independent Auditors Report of the Stautory Auditors M/s Bharat P. Shah & Co., Chartered Accountants for the year ended on 31st March, 2015.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year the Company has Invested surplus funds in Mutual Fund Units and total Dividend of RS. 71.32 lacs were earned from the Mutual Fund Investments. As on 31st March, 2015 there was no outstanding balance or transactions with respect to the Mutual Fund Investments. Also the Company has not given loans or Guarantees covered under Section 186 of Companies Act, 2013.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year 2014-15 the Contract or Arrangements entered in to by the Company with related parties were approved by the Audit Committee pursuant to subsection (iv) (4) of Section 177 of Companies Act, 2013 and by the Board of Directors pursuant to Section 188 (1) of Companies Act, 2013.

The related party transactions were at arm''s length basis and were in the ordinary course of business of the Company. The other details with respect to related party transactions in Form AOC - 2 are set out in Annexure — IV to this Report. The policy on Related Party Transactons is available on Company''s website- www.cellowimplast.com.

20. RISK MANAGEMENT:

The Board has constituted Risk Management Committee headed by an Independent Director. The Risk Management systems were evaluated by Audit Committee pursuant to subsection (viii (4) of Section 177 of Companies Act, 2013.

The Risk Management policy of the Company is available on Company''s website - www.cellowimplast.com and the policy mainly includes Indentifying of the Risks, Risk analysis, evaluation and managing the Risks. The details of the Risk Factors and the Committee composition and meetings are given in Board of Directors Section of Corporate Governance Report annexed to this Report.

21. CORPORATE SOCIAL RESPONSIBILITY:

The Board has constituted Corporate Social Responsibility (CSR) Committee under the Chairmanship of an Independent Director pursuant to the subsection (1) of Section 135 of Companies Act, 2013.

The CSR Committee has formulated CSR Policy of the Company which is available on Company''s website - www.cellowimplast.com. The CSR policy mainly includes CSR Expenditures primarily on the Education and Health and also includes the other objects covered under Schedule VII to the Companies Act, 2013. The CSR Expenditures done for the year ended on 31st March, 2015 are as under:

Sr CSR Project or Sector in which Area of Project Budgeted No. Activity the project is or Programme CSR Amount Identified covered In lacs

1. Education and Promotion Education and 76.86 Health of the Education Health. and Healthcare.

Sr Amount Cumulative Amount Spent No. Spent for CSR Amount Direct/ In lacs Speat up to Agency the date in lacs

1. 70.00 70.00 CSR is given as Donation to various Institutions / Trusts

The CSR Expenditure for the year ended on 31st March, 2015 was short by RS. 6.86 lacs, reason is that this was the first year and the CSR Expenditure were spent based on the available opportunities.

The other details with respect to Committee composition and meetings are set out in Board of Directors Section of Corporate Governance Report annexed to this Report.

22. EVALUATION OF BOARD:

The performance of Board, its Committees and Individual Directors were reviewed during the year pursuant to subsection (p) (3) of Section 134 of Companies Act, 2013. The separate meeting of Independent Directors was held during the year to evaluate the performance of other Non Independent Directors and of the Board as a whole, also the performance of Committees of the Board were reviewed. The performance of Board, Individual Directors and Committees were found to be satisfactory as during the year 2014-15 there was rise in the revenue by 24% and the profit after tax also increased by 18%.

23. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

The Report on Corporate Governance along with necessary certificates and Statement of Management Discussion and Analysis are annexed to this report as Annexure — V.

24. STATUTORY AUDITORS:

The Statutory Auditors of the Company M/s Bharat P. Shah & Co. (FRN - 109517W) hold office until the conclusion of forthcoming 27th Annual General Meeting of the Company and are eligible for re-appointment. The Board has received necessary Certificate from Statutory Auditors and the Audit Committee has recommended their re-appointment. Hence the Board hereby recommend to the members the re-appointment of Statutory Auditors from the conclusion of 27th Annual General Meeting till the conclusion of 28th Annual General Meeting of the Company.

25. INTERNAL AUDITORS:

According to the recommendation of the Audit Committee the Board has re-appointed M/s Jeswani & Rathore, Chartered Accountants, Mumbai as the Chief Internal Auditors of the Company for the financial year 2015-16.

26. COST AUDITOR:

According to the recommendation of the Audit Committee the Board has appointed Cost Accountant Mr. Pradip M. Damania, Mumbai as Cost Auditor of the Company for the financial year ended on 31st March, 2016 at the remuneration to be determined by the members in the ensuing 27th Annual General Meeting of the Company.

27. SECRETARIAL AUDITORS:

The Secretarial Audit Report of M/s HS Associates, Company Secretaries for the year ended on 31st March, 2015 is seif explanatory. The Board has re-appointed HS Associates, Company Secretaries as the Secretarial Auditors of the Company for the Secretarial Audit of the financial year ended on 31st March, 2016.

28. DELISTING OF SHARES FROM AHMEDABAD STOCK EXCHANGE LTD:

The Company has received approval from Ahmedabad Stock Exchange Ltd. for delisting of Equity shares vide letter dated 9th October, 2014 for delisting of shares pursuant to voluntary delisting of securities under the SEBI (Delisting of Equity Shares) Regulations, 2009. After this delisting the Company''s Equity shares continue to be listed on BSE Ltd.

29. COMMITTEES OF THE BOARD:

The Board has constituted necessary Committees pursuant to the provisions of the Companies Act, 2013, rules framed thereunder and Listing Agreement with Stock Exchanges. The Committees of the Board are Audit Committee, Stakeholders'' Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Risk Management Committee. The details about Committee Meetings and its Compositions are incorporated in the Board of Directors section of Corporate Governance Report annexed to this Report.

30. WHISTLE BLOWER:

The Board of Directors have set up the Whistle Blower Policy i.e. Vigil Mechanism for Directors and Employees of the Company to report concerns about unethical behaviour, actual or suspected fraud, or violations of Company''s Code of Conduct or Ethics Policy. The detailed Vigil Mechanism Policy is available at Company''s Website www.cellowimplast.com. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. INTERNAL FINANCIAL CONTROLS:

The Board hereby reports that the Internal Financial Controls were reviewed by the Audit Committee and there were adequate Internal Financial Controls existed in the Company with respect to the Financial Statements for the year ended on 31st March, 2015 and the Internal Financial Controls are operating effectively.

32. ACKNOWLEDGEMENTS:

The Board of Directors hereby express thanks to all the Shareholders, Customers, Suppliers, Associates, Employees and various Authorities for extending their valued support and patronage to the Company.

For and on behalf of the Board of Wim Plast Ltd.

Ghisulal D. Rathod

23Id May, 2015 Chairman Mumbai (DIN 00027607)


Mar 31, 2014

The members of Wim Plast Limited.

The Directors have pleasure in presenting the 26th Annual Report together with the Audited Financial Statements for the year ended on 31st March, 2014.

1. FINANCIAL RESULTS: Rs in lacs

Particulars 2013-14 2012-13

Revenue from operations (Gross) 34082.20 28594.89

Other Income 34.86 164.95

Profit Before Tax 4469.68 3857.40

Profit After Tax 3251.47 2825.38

Balance c/f for Statement of Profit and Loss 11,135.82 8842.03

2. OPERATIONS:

During the year 2013-14 the pace of growth continues with rise in 19.18 % of the total revenue from operations for current year Rs. 34082.20 lacs (Previous Year Rs. 28594.89 lacs). The Profit After Tax rose to 15.08 % for Current Year Rs. 3251.47 lacs (Previous Year Rs. 2,825.38 lacs).

3. EXPANSION PROJECT:

The Company has acquired one acre Lesehold Land of at SIPCOT ,Chennai for additional manufacturing unit. The construction of Factory Building is under process and the Commercial Production of the unit is expected in the 2nd quarter of the F.Y 2014-15.

4. DIVIDEND:

The Board has recommended Final Dividend ofRs. 9.00 per share i.e. 90% (Previous Year Rs. 8.00 Per Share i.e. 80% Final Dividend) for the Financial Year ended on 31st March, 2014. No Interim Dividend was declared by the Board during the Financial Year 2013-14.

5. TRANSFER TO RESERVES:

The Company proposes to transfer Rs. 325.75 lacs (Previous Year Rs. 283.00 lacs) to General Reserve Account. The total amount of General Reserve as at 31st March, 2014 is Rs. 2754.16 lacs (Previous Year Rs. 2428.41 lacs).

6. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company has transferred an amount ofRs. 2.06 lacs to Investor Education and Protection Fund Account towards the Unpaid Dividend Account for the year 2005-06.

7. INDUSTRIAL RELATIONS AND PARTICULARS OF EMPLOYEES:

The relations between Company and its employees being cordial and no instance of any Industrial Dispute reported during the year 2013-14. During the Financial Year the Company does not have any employee who was drawing remuneration required to be disclosed pursuant to the Section 217(2A) of Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 including any amendments thereto.

8. SUBSIDIARY COMPANY:

The Company does not have any Subsidiary Company.

9. FIXED DEPOSITS:

During the Financial Year 2013-14 The Company has not accepted any public deposit as per the Section 58A of Companies Act, 1956.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO:

The particulars as prescribed under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure – I to this Report.

11. BOARD OF DIRECTORS:

During the year 2013-14 Mr. Pushp Raj Singhvi (DIN – 00347511) was appointed as an Additional Director – Independent Director of the Company w.e.f. 11th February, 2014. Also In pursuant to Compliance of applicable provisions of Section 149 of Companies Act, 2013 about the appointment of Woman Director on the Board of the Company, the Board in their meeting held on Monday, 26th May, 2014 appointed Miss. Karishma P. Rathod as an Additional Director of the Company w.e.f. 1st June, 2014. Pursuant to the applicable provisions of Section 149, 150,152, 161 and other applicable provisions of the Companies Act, 2013 and rules made there under, the Board has received the proposal from members of the Company for appointment of Independent Directors for 5 years, and the appointment of Miss. Karishma P. Rathod as the Director liable to retire by rotation. The Director Shri. Ghisulal D. Rathod (DIN - 00027607) liable to retire by rotation at the ensuing 26th Annual General Meeting and being eligible offers himself for re-appointment. The Board hence recommended for approval of members at ensuing 26th Annual General Meeting of the Company the appointment of all the proposed appointee Directors of the Company. The additional details about Board and its Meetings are incorporated in Corporate Governance Report Annexed to this Report.

12. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

The Report on Corporate Governance along with necessary certificates and Statement of Management Discussion and Analysis are annexed to this report as Annexure – II to this Report.

13. AUDITORS AND AUDITORS'' REPORT:

The Statutory Auditors Report of M/s Bharat P. Shah & Co., (FRN – 109517W) for the Financial Year ended on 31st March, 2014 doesn''t contain any qualification or reservation remark.

The Statutory Auditors of the Company M/s Bharat P. Shah & Co. (FRN – 109517W) hold office until the conclusion of forthcoming 26th Annual General Meeting of the Company and are eligible for Re-appointment. The Board has received necessary Certificate from Statutory Auditors that their appointment as Statutory Auditors of the Company for the Financial Year 2014-15, if made, in the ensuing 26th Annual General Meeting will be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment under any of the provisions and rules framed under the Companies Act, 2013.

14. INTERNAL AUDITORS:

The Board has appointed M/s Jeswani &^ Rathore, Chartered Accoutants, Mumbai as the Chief Internal Auditors of the Company for the financial year 2014-15.

15. COST AUDITOR:

The Board has appointed Cost Accountant Mr. Pradip M. Damania, Mumbai as Cost Auditor of the Company for the financial year – 2014- 15. The Board has recommended to the members for necessary authority to fix remuneration of the Cost Auditor.

16. SECRETARIAL AUDITOR:

The Board has appointed HS Associates, Company Secretaries as the Secretarial Auditor of the Company for the financial year 2014-15.

17. DELISTING OF SHARES FROM AHMEDABAD STOCK EXCHANGE LTD:

The Board has proposed delisting of Equity Shares from Ahmedabad Stock Exchange Ltd. pursuant to the provisions of the SEBI (Delisting of Shares) Guidelines, 2009. The necessary documents are sent to the Exchange for final approval of delisting. The Company''s Equity Shares shall continue to be listed on BSE Ltd.

18. COMMITEES OF THE BOARD:

As on date of this report the Committees of the Board are Audit Committee, Corporate Social Responsibility Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee and Risk Management Committee. The details about Committee Compositions are incorporated in the Board of Director section of Corporate Governance Report Annexed to this Report.

19. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of Companies Act, 1956 the Directors hereby confirm that:

(i) In the preparation of the Annual Accounts for the year 2013-14, the applicable Accounting Standards have been followed and there are no material departures.

(ii) they have selected accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the affairs of the Company at the end of the financial year and of the profit of the Company for the Financial Year 2013-14.

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) they have prepared the Annual Accounts ongoing concern basis.

20. ACKNOWLEDGEMENTS:

The Board of Directors hereby takes this opportunity to thank all the Shareholders, Customers, Suppliers, Associates, Employees and various Authorities for extending their valued support and patronage to the Company.

For and on behalf of the Board

26th May, 2014 Ghisulal D. Rathod (DIN 00027607) Mumbai Chairman


Mar 31, 2013

To, The Members of Wim Plast Limtied.

The Directors have pleasure in presenting the 25th Annual Report together with the Audited Financial Statements for the year ended on 31st March, 2013.

1. FINANCIAL RESULTS:

(Rs. In Lacs)

Particulars F.Y. F.Y. 2012-13 2011-12

Revenue from operations (Gross) 28,594.89 22,675.84

Other Income 164.95 122.61

Profit Before Tax 3,857.40 3,201.66

Profit After Tax 2,825.38 2,274.91

Balance c/f for Statement of Profit & Loss 8,842.03 6,861.37



2. OPERATIONS:

In the year 2012-13 Company continued with the growth of the volumes and earnings. The revenue from operations comes to Rs. 28,594.89 lacs (p.y. Rs. 22,675.84) and Profit After Tax reached to Rs. 2,825.38 lacs (p.y. Rs. 2,274.91)

3. EXPANSION PROJECTS:

During the year 2012-13 new manufacturing unit of plastic moulded furniture was set-up at Kolkata with the total Investment in Capital Assets for Rs. 1120.00 lacs and this unit will bring additional market for the Company and will push the growth as the Company will cater new Geographic markets with this new unit.

4. DIVIDEND:

The Board has recommended Final Dividend of Rs. 8/- per share i.e. 80% (p.y. Rs. 6/- per share i.e. 60%) for the financial year ended on 31st March, 2013. The rate of Dividend has been increased by 33.33% for the year.

5. TRANSFER TO RESERVES:

The Company proposed to transfer Rs. 283.00 lacs (p.y. Rs. 227.60 lacs) to General Reserve Account and with this the total amount as on 31st March, 2013 for General Reserve stands for Rs. 2428.41 lacs (p.y. Rs. 2145.41 lacs)

6. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review the Company has transferred Rs. 1.95 lacs to the Investor Education and Protection Fund (IEPF) pursuant to Section 205C of the Companies Act, 1956 being the amount of Unpaid Dividend for the Financial Year 2004-05.

7. INDUSTRIAL RELATIONS AND PARTICULARS OF EMPLOYEES:

The relations between Company and its personnel continued to be cordial and there was not any instance of Industrial Dispute reported during the year. During the Financial Year the Company does not have any employee who was drawing remuneration required to be disclosed pursuant to the Section 217 (2A) of Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 including any amendments thereto.

8. SUBSIDIARY COMPANY:

The Company does not have any Subsidiary Company.

9. FIXED DPOSITS:

The Company has not accepted any public deposits as per Section 58A of Companies Act, 1956.

10. CONSEVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO:

The particulars as prescribed under Section 217(1)(e) of Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in Annexure - I to this report.

11. DIRECTORS:

During the year 2012-13 Director Mr. Mahendra N. Patel resigned w.e.f. 16th July, 2012 and Mr. Prem G. Manghani has been appointed as an Additional Director by the Board w.e.f. 11th August, 2012 also he is appointed as Director liable to retire by rotation by the members in their Annual General Meeting held on 7th September, 2012. The Directors Mr. Prem G. Manghani, Mr. Pankaj G. Rathod and Mr. S.M. Khinvesra are liable to retire by rotation and being eligible they offers themselves for re-appointment. The Board of Directors has proposed their re-appointment for consideration at the ensuing 25th Annual General Meeting of the Company.

12. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

The Report on Corporate Governance, Certificate for Corporate Governance and CEO / CFO certificates pursuant to Clause 49 of Listing Agreement with Stock Exchanges and Statement of Management discussion and Analysis are Annexure -II to this Report.

13. AUDITORS AND AUDITORS'' REPORT:

The Statutory Auditors of the Company M/s Bharat P. Shah & Co., Chartered Accountants, Mumbai (FRN 109517W) hold office until the conclusion of the forthcoming 25th Annual General Meeting of the Company and are eligible for re-appointment. It is proposed by the Board to re-appoint M/s Bharat P. Shah & Co., Chartered Accountants, Mumbai (FRN 109517W) as Statutory Auditors of the Company for Audit of f.y. 2013-14. The Company has received certificate from Statutory Auditors to the effect that their appointment, if made, would be within the limits prescribed under section 224(1 B) of the Companies Act, 1956.

14. COST AUDITOR:

The Company has obtained Cost Compliance Certificate for the financial year 2012-13. Also Mr. Pradip M. Damania Cost Accountant, Mumbai is appointed as Cost Auditor of the Company for the Cost Audit of the financial year 2013-14.

15. COMMITTEES OF THE BOARD:

The Board has constituted Committees pursuant to the provisions of Companies Act, 1956 and Listing Agreement with Stock Exchanges. The present Committees of Board are Audit Committee, Investors'' Grievance Committee and Remuneration Committee. The composition and other details with respect to Committees are set out in the Report of Corporate Governance annexed to this Report.

16. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of Companies Act, 1956 the Directors hereby confirm that:

i) in the preparation of the Annual Accounts for the year 2012-13, the applicable Accounting Standards have been followed and there are no material departures.

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true an fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year 2012-13.

iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) they have prepared the Annual Accounts ongoing concern basis.

17. ACKNOWLEDGEMENTS:

The Directors take this opportunity to thank all the Customers, Associates, Employees and various Authorities for extending their valued support and contributions towards the Growth performance of the Company.

For and on behalf of the Board

18th May, 2013 Mumbai

Ghisulal D. Rathod (Chairman)


Mar 31, 2012

To, The Members of Wim Plast Limtied.

The Directors have pleasure in presenting the 24th Annual Report together with the Audited Financial Statements for the year ended on 31st March, 2012.

1. FINANCIAL RESULTS:

(Rs. In Lacs)

Particulars F.Y. F.Y. 2011-12 2010-11

Revenue from operations 22675.83 17976.31

Other Income 122.61 148.51

Profit Before Tax 3201.65 2622.91

Profit After Tax 2274.90 1824.96

Balance c/f for Statement of Profit & Loss 6861.37 5232.60

2. OPERATIONS:

The year 2011-12 was one of the rich year of performance where the Company has widen its geographical footprint by expansion projects and enlargement of the distribution net. As the result of expansions and capacity utilization the performance of Company raises at the much expected level of operations. The Company has gained revenue of Rs. 22675.83 lacs (p.y. Rs. 17976.31 lacs). The profitability also boosts sharply with Profit After Tax of Rs. 2274.90 lacs (p.y. Rs. 1824.96 lacs).

3. EXPANSION PROJECTS:

The year 2011-12 has reported series of strategic expansion projects across the country where the Company has setup three new manufacturing units at Chennai, Haridwar and Daman with added capacities and range of products. During the year total amount of Rs. 2883.99 lacs (p.y. Rs. 544.60 lacs) was invested in Capital Assets.

The project of manufacturing unit of Plastic Moulded Furniture at Kolkata, West Bengal is in process and will complete shortly. Going ahead the Company is equipped with strategic plans for the years to come.

4. MATERIAL EVENT AFTER BALANCE SHEET DATE:

There was incidence of fire on 23rd April, 2012 at the Company's Manufacturing Unit at Daman. The damaged Assets are insured.

5. DIVIDEND:

The year reports excellent financials where the profitability after tax comes to Rs. 2274.90 lacs (p.y.Rs. 1824.96 lacs) increased by 24.65%. The Board of Director have proposed Final Dividend of Rs. 6/- per share i.e. 60% (p.y. Rs. 4.50 per share i.e. 45%) with increase of 33.33%, no Interim / Special Dividend has been declared by the Board during the financial year.

6. TRANSFER TO RESERVES:

The Company proposed to transfer Rs. 227.60 lacs (p.y. Rs. 183.00 lacs) to General Reserve Account and with this the total amount as on 31st March, 2012 for General Reserve comes to Rs. 2145.40 lacs (p.y. Rs. 1917.80 lacs)

7. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review the Company has transferred Rs. 2.02 lacs to the Investor Education and Protection Fund (IEPF) pursuant to Section 205C of the Companies Act, 1956 being the amount of Unpaid Dividend for the Financial Year 2003-04.

8. INDUSTRIAL RLATIONS AND PARTICULARS OF EMPLOYEES:

The relations between Company and its personnel continued to be cordial and there was not any instance of Industrial Dispute reported during the year. During the Financial Year the Company doesn't have any employee who was drawing remuneration required to be disclosed pursuant to the Section 217 (2A) of Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 including any amendments thereto.

9. SUBSIDIARY COMPANY:

The Company doesn't have any Subsidiary Company.

10. FIXED DPOSITS:

The Company has not accepted any public deposits as per Section 58A of Companies Act, 1956.

11. CONSEVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO:

The particulars as prescribed under Section 217(1)(e) of Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in Annexure - I to this report.

12. DIRECTORS:

During the year there was no change in the Composition of Board. The Directors Mr. Harilal L. Boolani, Mr. Ghisulal D. Rathod and Mr. Fatechand M. Shah are liable to retire by rotation and being eligible they offers themselves for re-appointment. The Board of Directors have proposed their re-appointment for consideration at the ensuing 24th Annual General Meeting of the Company. The Director Mr. Mahendra N. Patel has resigned from Directorship of the Company w.e.f. 16th July, 2012 and Mr. Prem G. Manghani was appointed as an Additional Director of the Company w.e.f. 11th August, 2012.

13. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

The Report on Corporate Governance, Certificate for Corporate Governance and CEO / CFO certificates pursuant to Clause 49 of Listing Agreement with Stock Exchanges and Statement of Management discussion and Analysis are Annexure -II to this Report.

14. AUDITORS AND AUDITORS' REPORT:

The Statutory Auditors of the Company M/s Bharat P. Shah & Co., Chartered Accountants, Mumbai (FRN 109517W) hold office until the conclusion of the forthcoming 24th Annual General Meeting of the Company and is eligible for re-appointment. It is proposed by the Board to re-appoint M/s Bharat P. Shah & Co., Chartered Accountants, Mumbai (FRN 109517W) as Statutory Auditors of the Company for Audit of f.y. 2012-13. The Company has received certificate from Statutory Auditors to the effect that their appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956.

15. COMMITTEES OF BOARD:

The Board has constituted Committees pursuant to the provisions of Companies Act, 1956 and Listing Agreement with Stock Exchanges. The present Committees of Board are Audit Committee, Investors' Grievance Committee and Remuneration Committee. The composition and other details with respect to Committees are set out in the Report of Corporate Governance attached to this Report.

16. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of Companies Act, 1956 the Directors hereby confirm that:

i) in the preparation of the Annual Accounts for the year 2011-12, the applicable Accounting Standards have been followed and there are no material departures.

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true an fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year 2011-12.

iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) they have prepared the Annual Accounts on going concern basis.

17. ACKNOWLEDGEMENTS:

The Directors take this opportunity to thank all the Customers, Associates, Employees and various Authorities for extending their valued support and contribution towards the Growth performance of the Company.

For and on behalf of the Board

11th August, 2012 Ghisulal D. Rathod

Mumbai (Chairman)


Mar 31, 2011

The Members of Wim Plast Ltd.,

The Directors have pleasure in presenting the 23rd Annual Report together with the Audited Statement of Accounts for the financial year ended on 31st March, 2011.

1. FINANCIAL RESULTS:

(Rs In Lacs)

Particulars F.Y. Ended F.Y. Ended March 31, March 31, 2011 2010 (A) (B)

Sales/Income from Operations 17976.31 14202.22

Other Income 148.51 38.60

Profit Before Tax 2622.91 2253.97

Profit After Tax & Adjustments of Taxation of earlier years 1824.96 1701.19

Add : Profit for earlier years 3905.57 2655.33

Profit Available for Appropriations 5730.53 4356.51

Less: Transfer / Appropriations:

Transfer to General Reserves 183.00 171.00

Proposed Dividend 270.07 240.06

Corporate Dividend Tax 44.86 39.87

Surplus Carried to Balance Sheet 5232.60 3905.57

2. OPERATIONS:

The Company has reported one of the exciting financials of the year 2010-11 where the turnover increased from Rs 14202.22 Lacs for the f.y. 2009-10 to Rs 17976.31 Lacs for the f.y. 2010-11 with growth by 26.57%. Also the Profit After Tax was increased by 7.28% i.e. Profit After Tax of Rs 1824.96 Lacs for the f.y. 2010-11 as compared to Profit After Tax of Rs 1701.19 Lacs for f.y. 2009-10.

During the year the Company has initiated Expansion Plans in the same line of business to widen its distribution network with reach to mass customers. The Company has launched number of series of premium range of products of Plastic Moulded Furniture and varieties of applications for Cello Bubbleguard Sheets.

3. CAPITAL EXPENDITURE:

During the year the Company has purchased Capital Assets worth Rs 544.60 Lacs and Capital Assets worth Rs 190.26 Lacs were sold. Also as on 31st March, 2011 the total amount of Advances for Capital Assets was of Rs 341.08 Lacs. All these assets are kept in goods conditions and are adequately insured.

4. EXPANSION PROJECTS:

In the era of growth the Company has acquired manufacturing unit of Plastic Moulded Furniture at Gummidipoondi, Tamilnadu and the Commercial Production of the Unit was stated from April, 2011. The Company has received approval of allotment of Land of approx 2 acres from WBIDC, for setting up of manufacturing unit at Rishi Bankim Shilpaudyan, Parganas, Kolkata.

Going ahead we have more expansion strategies in pipe line with expansion in the same line of business for catering the untapped regions of the Country.

5. DIVIDEND:

The Company has retained its policy of regular payment of Dividend and the Board has pleased to recommend Final Dividend of Rs 4.50 (45%) per share for the f.y. 2010-11 against Final Dividend of Rs 4.00 (40%) for the f.y. 2009-10. The Dividend will be paid subject to the approval of members at ensuing 23rd Annual General Meeting of the Company. The Board has not declared any Interim Dividend during the F. Y. 2010-2011.

6. TRANSFER TO GENERAL RESERVE:

The company has proposed for transfer Rs 183.00 lacs to General Reserve (p.y. Rs 171.00 lacs ) and with this the total amount standing in General Reserve Account as on 31st March, 2011 comes to Rs 1917.80 lacs (p.y. Rs 1734.80 lacs).

7. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review the Company has transferred Rs 1.98 lacs to Investor Education and Protection Fund (IEPF) pursuant to Section 205C of Companies Act, 1956 being the amount of Unpaid Dividend for the financial year 2002-03.

8. PARTICULARS OF EMPLOYEES:

The personnel relations in the Company continued to be cordial and peaceful. During the financial year the company did not have any employee who was drawing remuneration required to be disclosed as per section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 including any amendments thereto.

9. INDUSTRIAL RELATIONS:

The Industrial Relations of the Company continued to be peaceful and cordial.

10. SUBSIDIARY COMPANY:

The Company does not have any subsidiary Company.

11. FIXED DEPOSITS:

The Company has not accepted Fixed Deposits covered under Section 58A of the Companies Act, 1956.

12. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

The information in accordance with the provisions of section 217(1)(e) of the Companies Act, 1956, read with companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earning and outgo are given in the Annexure-I forming part of this report.

13. DIRECTORS:

During the f.y. 2010-11 Mr. Pankaj G. Rathod and Mr. Mahendra F. Sundesha were appointed as an Additional Directors of the Company w.e.f. 27th May, 2010 and Mr. Mahendra N. Patel was appointed as an Additional Director of the Company w.e.f. 27th July, 2010. Director Mr. Gulabchand P. Jain has resigned from Directorship w.e.f. 30th June, 2010. Pursuant to Article 124 of the Articles of Association of the Company Directors Mr. Pankaj G. Rathod, Mr. S.M. Khinvesra and Mr. Mahendra F. Sundesha are liable to retire by rotation and being eligible offers themselves for re-appointment at the ensuing 23rd Annual General Meeting of the Company.

14. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

The Report on Corporate Governance and Management Discussion and Analysis are annexed to this report as part of Annexure-II.

15. CERTIFICATE ON CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, certificate received from M/s HS Associates, Company Secretaries, confirming compliance, is attached herewith.

16. CEO / CFO CERTIFICATION:

Certificate of CEO / CFO of the Company on financial statements, Cash Flow for the financial year 2010-11 and certificate of CEO i.e. Managing Director of the Company for compliance with Code of Conduct by Board members and Senior Management personnel on an annual basis are attached herewith.

17. AUDITORS:

M/s. Bharat P. Shah & Co. Chartered Accountants, Mumbai (FRN 109517W) being the Statutory Auditors of the Company hold office until the conclusion of the forthcoming 23rd Annual General Meeting of the Company and is eligible for re-appointment. It is proposed by the Board to re-appoint M/s Bharat P. Shah & Co., Chartered Accountants as Statutory Auditors of the Company for Audit of f.y. 2011-12. The Company has received certificate from the Statutory Auditors to the effect that their appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956.

18. AUDITORS' REPORT:

The Auditors' Report to the shareholders did not contain any adverse or qualification remarks.

19. COMMITTEES OF BOARD:

Board has constituted Committees pursuant to provisions of Companies Act, 1956 and Listing Agreement with Stock Exchanges. Following Committees are constituted by the Board.

Audit Committee, Shareholders’ / Investors' Grievance Committee and Remuneration Committee. The composition and other details with respect to Committees are explained under part Annexure-II i.e. details under clause 49 of Listing Agreement with Stock Exchanges.

20. TRADING DEPOTS OF THE COMPANY:

The Company has its Trading Depots at Jodhpur, Punjab, Haryana, Vapi and Hyderabad.

21. DIRECTORS' RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956 it is hereby confirm that:

(a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed, along with proper explanation relating to material departures;

(b) that 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 31st March, 2011 and of the profit of the Company for the year ended on that date;

(c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

(d) that the directors had prepared the annual accounts on a "going concern" basis.

22. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their grateful appreciation and thanks for the excellent assistance and co-operation received from all the stakeholders, various authorities and employees of the company.

For and on behalf of the Board

Ghisulal D. Rathod (Chairman)

27th May, 2011 Mumbai


Mar 31, 2010

The Directors have pleasure in presenting the 22nd Annual Report of your Company together with the Audited Statement of Accounts for the financial year ended on 31st March, 2010.

1. FINANCIAL RESULTS:

Particulars Year Ended Year Ended March 31, 2010 March 31, 2009 (Rs. In Lacs) (Rs. In Lacs)

Sales (Including Processing Charges, Net of Returns) 14202.23 10190.03

Other Income 28.60 27.41

Profit before Interest, Depreciation & Tax 2569.79 1466.67

Interest 13.59 52.89

Depreciation 302.23 298.30

Profit Before Tax 2253.97 1115.48

Tax Expenses 552.6 315.20

Profit after Tax 1701.37 800.28

Short Provision for Taxation 0.18 -

Surplus available after Adjustment 1701.19 800.28

Balance Brought Forward from Previous Year 2655.33 2181.80

Surplus Available for Appropriation 4356.51 2982

Less : Appropriations:

(i) Transfer to General Reserve 171.00 81.00

(ii) Proposed Dividend 240.07 210.06

(iii) Tax on Proposed Dividend 39.87 35.70

Surplus Carried to Balance Sheet 3905.57 2655.33

2. OPERATIONS:

The Company has reported excellent results in terms of both volume and profitability. There was sharp lift in the financial parameters of the Company.

During the year under review, the company has achieved turnover of Rs. 14202.23 lacs as compared to Rs. 10,190.03 lacs for the previous year, indicating growth of 39.37 %.

Net Profit before tax is Rs. 2253.97 lacs for current year as compared to Rs. 1115.48 lacs for previous year, indicating growth of 102.06 %.

3. CAPITAL EXPENDITURE:

During the year there was replacement of old machines and also sizeable addition in the existing production capacities, resulting in much better input / output ratios and betterment in product quality. Capital Assets of worth Rs. 815.02 lacs were purchased during the year and the assets of Rs. 151.82 lacs were sold during the year.

4. DIVIDEND:

It was really a cheerful announcement by the Board about the recommendation of Dividend of Rs.4/- per Share i.e. 40% on face value of Rs.10/- each (Previous year Rs.3.50 per share i.e. 35% on face value of Rs.10/- each). With this we have pride to pronounce that the Company has made an incredible record of regular payment of Dividend over the past decade.

5. TRANSFER TO GENERAL RESERVE:

The Company has proposed to transfer Rs. 171 lacs to General Reserve and amount of Rs. 1250.25 lacs is proposed to be retained in Profit and Loss Account out of current year’s profit.

6. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review the Company has transferred Rs. 1.82 lacs to Investor Education and Protection Fund (IEPF) pursuant to Section 205C of Companies Act, 1 956. The said amount pertains to Unclaimed dividend for the financial year 2001-02.

7. PARTICULARS OF EMPLOYEES:

The personnel relations in the Company continued to be cordial and peaceful. During the financial year the company did not have any employee who was drawing remuneration required to be disclosed as per section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

8. INDUSTRIAL RELATIONS:

The Industrial Relations continues to be peaceful and cordial.

9. SUBSIDIARY COMPANY:

The Company does not have any subsidiary company.

10. FIXED DEPOSITS:

The Company has not accepted Fixed Deposits covered under Section 58A of the Companies Act, 1956.

11. ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

The information in accordance with the provisions of section 21 7(1 )(e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earning and outgo is given in the Annexure-I forming part of this report.

12. DIRECTORS:

Directors Mr. Ghisulal D. Rathod and Mr. Fatechand M. Shah are liable to retire by rotation at the 22nd Annual General Meeting pursuant to Article 124 of the Company’s Articles of Association and being eligible, offers themselves for re-appointment.

During the financial year 2009-2010 there was no change in Board of the Company. Directors Mr. Pankaj G. Rathod and Mr. Mahendra F. Sundesha were appointed by the Board as an Additional Directors of the Company w.e.f. 27th May, 2010 and Mr. Mahendra N. Patel was appointed by the Board as an Additional Director of the Company w.e.f. 27 July, 2010. The candidature of all three Additional Director of the Company is proposed by a member u/s 257 of Companies Act, 1956 for appointment as Director of the Company at the ensuing 22nd Annual General Meeting. The Director Mr. Gulabchand P. Jain has resigned w.e.f. 30 June, 2010.

13. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

A report on Corporate Governance and Management Discussion and Analysis Statement is annexed to this report as part of Annexure- II.

14. CERTIFICATE ON CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance Practices followed by the Company together with the certificate received from M/s HS Associates, Company Secretaries, confirming compliance, is set out in Annexure-II forming part of this report.

15. CEO / CFO CERTIFICATION:

Certificate of CEO / CFO of the Company on financial statements, cash flow statement for the financial year 2009-10 and certificate of CEO i.e. Managing Director of the Company for compliance with code of conduct by Board members and senior management personnel on annual basis is annexed to this report as part of Annexure-II.

16. AUDITORS:

M/s. Bharat P. Shah & Co. Chartered Accountants, Mumbai being the Statutory Auditors of the Company hold office until the conclusion of the forthcoming 22 Annual General Meeting and is eligible for re-appointment. It is proposed to reappoint M/s Bharat P. Shah & Co. as Statutory Auditors of the Company. The Company has received certificate from the Statutory Auditors to the effect that their appointment, if made would be within the prescribed limits under section 224(1 B) of the Companies Act, 1956.

17. AUDIORS’ REPORT :

The Auditors’ Report to the shareholders does not contain any adverse or qualification remarks.

18. COMMITTEES OF BOARD:

Board has constituted Committees pursuant to provisions of Companies Act, 1956 and Listing Agreement with Stock Exchanges. Following Committees are constituted by the Board.

Audit Committee, Shareholders’ / Investors’ Grievance Committee and Remuneration Committee. The composition and other details with respect to Committees are explained under part of Annexure-II i.e. details under clause 49 of Listing Agreement with Stock Exchanges.

19. OPENING OF DEPOTS:

To raise the volume and to serve the distribution network, the Company has in addition to its Depot at Jodhpur opened new Depots at Punjab, Hyderabad and Vapi.

20. DIRECTORS’ RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956 it is hereby confirm that:

(a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed, along with proper explanation relating to material departures;

(b) that 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 31 March, 2010 and of the profit of the Company for the year ended on that date;

(c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1 956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the directors had prepared the annual accounts on a “going concern” basis.

21. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their grateful appreciation and thanks for the excellent assistance and co-operation received from all the stakeholders, various authorities and employees of the company.

For and on behalf of the Board

Date : 27 July,2010 Ghisulal D. Rathod

Place : Mumbai (Chairman)

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