DIRECTORS REPORT To, The members of Wim Plast Limited. Your Directors have pleasure in presenting the 27th Annual Report together with the Audited Financial Statements for the year ended on 31st March, 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 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 27* 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 self 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 Chairman (DIN 00027607) Date : 23rd May, 2015 Place : Mumbai |