Directors Report of Wim Plast Ltd.

Mar 31, 2025

Your Company’s Directors are pleased to present herewith the 37^th Annual Report of the Company, along with the Audited Financial Statements
for the Financial Year (“F.Y”) ended 31^st March, 2025.

1. FINANCIAL SUMMARY

The Board’s Report is prepared based on the standalone financial statements of the Company. The Company’s financial performance for the
year under review alongwith previous year’s figures is given hereunder:

('' in Lakhs)

Particulars	Standalone		Consolidated
	F.Y. 2024-25	F.Y. 2023-24	F.Y. 2024-25	F.Y. 2023-24
Revenue from Operations	36,737.83	34,283.59	36,737.83	34,283.59
Other Income	3,355.91	2,470.30	2,509.33	2,470.65
Total Revenue	40,093.74	36,753.89	39,247.16	36,754.24
Profit before Interest, Depreciation and Tax	9,624.21	8,557.45	8,908.59	8,557.29
Less:
Finance Cost	8.88	10.40	8.89	10.40
Depreciation	1,175.30	1,191.60	1,199.01	1,191.60
Tax Expenses	1,987.30	1,782.40	1,987.90	1,782.43
Profit after Tax	6,452.73	5,573.05	5,712.79	5,572.86
Less : Share of Non-Controlling Interest	-	-	-	-
Net Profit for the year	6,452.73	5,573.05	5,712.79	5,572.86
Other Comprehensive Income	23.07	40.38	23.07	40.38
Total Comprehensive Income	6,475.80	5,613.43	5,735.86	5,613.24

2. COMPANY’S PERFORMANCE

On a consolidated basis, the revenue from consolidated operations for F.Y. 2024-25 stood at '' 36,737.83 Lakhs as compared to '' 34,283.59
Lakhs for the F.Y. 2023-24, thereby recording an increase of 7.16%. The profit after tax for the year increased from '' 5,572.86 Lakhs in F.Y.
2023-24 to '' 5,712.79 Lakhs in F.Y 2024-25, recording an increase of 2.51%.

On a standalone basis, the revenue from standalone operations for F.Y 2024-25 stood at '' 36,737.83 Lakhs as compared to '' 34,283.59 Lakhs
for the F.Y 2023-24, thereby recording an increase of 7.16%. The profit after tax for the year increased from '' 5,573.05 Lakhs in F.Y 2023-24
to ''6,452.73 Lakhs in F.Y 2024-25, recording an increase of 15.78%.

During the F.Y 2024-25, the total revenue in plastic, furniture & allied products increased by 9.01% as compared to the previous F.Y, whereas
the revenue from other segments/ products (moulds) decreased by 21.65% as compared to the previous F.Y

3. STATE OF COMPANY’S AFFAIRS

Discussion on state of Company’s affairs has been covered as part of the Management Discussion and Analysis for the year under review.

4. DIVIDEND

Your Directors are pleased to recommend a Final Dividend of '' 10.00/- (Rupees Ten Only) i.e. 100% per equity share of face value of '' 10/-
each for the F.Y 2024-25.

The said dividend on equity shares is subject to the approval of the Members at the ensuing Annual General Meeting (“AGM”) scheduled to
be held on Friday, 8^th August, 2025. If approved, the dividend would result in a cash outflow of '' 1,200.34 lakhs. The total dividend payout
works out to 18.60% of the standalone net profit of the Company.

The dividend shall be paid within the statutory period to those Members whose names appear in the register of Members, holding shares either
in physical form or in dematerialized form on the close of Friday, 1^st August, 2025 (Record date). The dividend once approved by the Members
will be paid on or after 13^th August , 2025.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations”), the Board of Directors of the Company has formulated and adopted the Dividend Distribution Policy (the
“Policy”). The Policy is available on Company’s website and is accessible at www.cellowimplast.com/company-policies/.

The dividend recommended is in accordance with the Policy of the Company. The dividend will be paid out of the profits for the year.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members effective 1^st April, 2020 and the Company is
required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

The details of outstanding and unclaimed dividends previously declared and paid by the Company are given under the Corporate Governance
Report annexed to this Report.

5. TRANSFER TO RESERVES

The Board has decided to retain the entire amount of profits for F.Y. 2024-25 in the retained earnings.

6. INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”)

The Company had sent individual notices and also advertised in the newspapers informing the Members that the final dividend declared
during the F.Y. 2016-17, which has remained unpaid or unclaimed for a period of 7 (seven) consecutive years and the equity shares underlying
such dividend will be transferred to IEPF Authority. Accordingly, pursuant to the provisions of Section 124(5) of the Companies Act, 2013
(“the Act”), your Company has transferred '' 10,85,497/- (Rupees Ten Lakhs Eighty-Five Thousand Four Hundred and Ninety-Seven Only)
during the year to the IEPF Authority.

Further, during the F.Y 2024-25, the Company had transferred 12,880 equity shares on account of unclaimed/ unpaid dividend (final) for F.Y
2016-17 into the demat account of the IEPF Authority held with NSDL (DPID/ Client ID IN300708/10656671) in terms of the provisions of
Section 124(6) of the Act and the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time. These
equity shares were the shares of such 82 Members whose unclaimed/ unpaid dividend (final) pertaining to F.Y 2016-17 had been transferred
into the IEPF account and who had not encashed their dividends for 7 (seven) consecutive years. In the aforesaid cases, the shares lying in
the unclaimed suspense account of the Company (1,700 equity shares belonging to 17 shareholders), maintained in demat form, were also
included.

As on 31^st March, 2025, total 73,876 equity shares have been transferred to the IEPF and 600 equity shares are lying in the unclaimed suspense
account.

Members/claimants whose shares, unclaimed/ unpaid dividend have been transferred to the aforementioned IEPF demat account or the Fund,
as the case may be, may claim the shares or apply for refund by making an application to the IEPF Authority in Form IEPF- 5 (available on
https://www.iepf.gov.in/content/iepf/global/master/Home/Home.html) along with requisite fee as decided by the IEPF Authority from time to
time.

Further, the Company shall be transferring the unclaimed dividend (final) for the F.Y 2017-18 to the IEPF Account on or before 2^nd September,
2025. The Company shall also be transferring the shares, on which the dividend has remained unclaimed for a period of 7 (seven) consecutive
years to the IEPF demat account simultaneously on the same date.

Members are therefore requested to ensure that they claim their dividends referred above before they are transferred to the said Fund. Details
of unpaid and unclaimed amounts lying with the Company as on as on last AGM date i.e. 10^th August, 2024 have been filed with the Registrar
of Companies.

7. SHARE CAPITAL

As at 31^st March, 2025, the Authorised Share Capital of the Company stood at '' 14,00,00,000/ - (Rupees Fourteen Crores Only) divided
into 1,40,00,000 (One Crore Forty Lakhs Only) equity shares of '' 10/- (Rupees Ten Only) each. The Issued, Subscribed and Paid-up Equity
Share Capital of the Company stood at '' 12,00,33,600/- (Rupees Twelve Crores Thirty-Three Thousand and Six Hundred Only) divided into
1,20,03,360 (One Crore Twenty Lakhs Three Thousand Three Hundred and Sixty Only) equity shares of '' 10/- (Rupees Ten Only) each.

During the year, there was no change in the share capital of the Company.

8. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement containing particulars of employees as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure I (A) and forms part of this Report.

The details as required in terms of Section 197(12) of the Act, read along with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure I (B) and forms part of this Report.

9. SUBSIDIARY COMPANY/ JOINT VENTURE/ASSOCIATE COMPANY

As at 31^st March, 2025, your Company has 1 (one) non-material wholly-owned subsidiary company i.e. Wim Plast Moulding Private
Limited having business of manufacturing of consumer products. The Board of Directors of the Company have adopted a Policy for
determining material subsidiary company in line with the SEBI Listing Regulations. The Policy is uploaded on the Company’s website at
www.cellowimplast.com/company-policies/. Presently, the Company does not have any material subsidiary company.

A Statement containing salient features of the financial statements of the subsidiary company in Form AOC-1 forms part of this Report as
Annexure - II.

In accordance with fourth proviso of Section 136(1) of the Act, the Annual Report of the Company containing therein its standalone and
consolidated financial statements has been placed on the website of the Company at www.cellowimplast.com. Further, as per the fifth
proviso of the said Section, audited annual accounts of the subsidiary company have also been placed on the website of the Company at
www.cellowimplast.com. There has been no material change in the nature of business of the said company.

The Company does not have any joint venture or associate company.

10. PUBLIC DEPOSITS

During the F.Y. 2024-25, the Company has not accepted any public deposits covered under the Act. As on 31^st March 2025, there were no
deposits which were unclaimed and due for repayment.

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

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to Section
134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure - III to this report.

12. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company comprises distinguished individuals known for their integrity and expertise. In addition to their extensive
experience, they bring strong financial acumen, strategic insight and effective leadership. They demonstrate a high level of commitment to the
Company by dedicating sufficient time to board meetings and thorough preparation.

The composition of the Board of your Company is in compliance with the provisions of Regulation 17 of the SEBI Listing Regulations read
with Section 149 of the Act.

As per the provisions of Section 149(11) of the Act, the below mentioned Directors ceased to be Independent Directors of the Company w. e.f
1^st April, 2024, due to completion of second term of office as an Independent Director:

1. Sumermal M. Khinvesra (DIN: 02372984)

2. Pushapraj Singhvi (DIN: 00255738)

3. Mahendra F. Sundesha (DIN: 01532570)

The Company placed on record its sincere appreciation for their valuable contribution during their tenure as Independent Directors of the
Company and wished them the best for their future endeavours.

As on 31^st March, 2025, there was no disqualification of any Director pursuant to Section 164(1) or Section 164(2) of the Act. Further, in the
opinion of the Board, all the Independent Directors possess core attributes of integrity, expertise and experience including the proficiency
required to be Independent Directors of the Company.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors’ Databank
maintained with the Indian Institute of Corporate Affairs (‘IICA’) in terms of Section 150 of the Act read with Rule 6 of the Companies
(Appointment & Qualification of Directors) Rules, 2014. The other details with respect to Board of Directors are provided in the Corporate
Governance section forming part of this Report.

Retirement by rotation and subsequent re-appointment

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Gaurav P. Rathod (DIN:
06800983), Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible, has offered his candidature for re¬
appointment.

Based on performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends
his re-appointment as a Non-Executive Director of the Company. A resolution seeking his re-appointment has been included in the Notice
convening the 37^th AGM of the Company. The brief profile along with other details for re-appointment as required under Regulation 36(3) of
the SEBI Listing Regulations are provided in the annexure to the Notice convening 37^th AGM.

Re-appointment of Executive Director & Independent Director

The Members of the Company at the 36^th Annual General Meeting of the Company held on 10^th August, 2024, had approved:

- re-appointment of Mr. Pradeep G. Rathod (DIN: 00027527) as a Managing Director & CEO of the Company for a period of 5 (five) years
commencing from 29^th June, 2024 to 28^th June, 2029.

- re-appointment of Mr. Piyush S. Chhajed (DIN: 02907098) as a Non-Executive Independent Director of the Company for a second term
of 5 (five) years, commencing from 14^th March, 2025 to 13^th March, 2030.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 2(51) and Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the following are the whole-time Key Managerial Personnel (KMP) of the Company as on 31^st March, 2025:

Sr. No.	Name	Designation
1.	Mr. Pradeep G. Rathod	CEO, Chairman and Managing Director
2.	Mr. Pankaj G. Rathod	Joint Managing Director
3.	Mr. Madhusudan R. Jangid	Chief Financial Officer
4.	Ms. Darsha Adodra	Company Secretary and Compliance Officer

There was no change in KMP during the year under review.

13. COMMITTEES OF THE BOARD

The Board has duly constituted the following Committees pursuant to the provisions of the Act, Rules framed thereunder and SEBI Listing
Regulations.

As on 31^st March, 2025, the Board has the following Committees:

Sr. No.	Name of the Committee
1.	Audit Committee
2.	Stakeholders’ Relationship Committee
3.	Nomination and Remuneration Committee
4.	Risk Management Committee
5.	Corporate Social Responsibility Committee
6.	Independent Directors Committee

The details such as terms of reference, composition and meetings held during the year under review for these committees are disclosed in the
Corporate Governance Report, which forms a part of this Report.

All the recommendations made by the Committees were accepted by the Board.

14. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company in Form MGT-7 for F.Y. 2024-25 will be
available on the Company’s website at https://www. cellowimplast.com/annual-report/.

15. NUMBER OF MEETINGS OF THE BOARD

During the financial year 2024-25, 5 (five) meetings of the Board of Directors of the Company were held physically on 22^nd May, 2024,
11^th August, 2024, 30^th September, 2024, 12^th November, 2024, and 11^th February, 2025 respectively. The gap between any two consecutive
meetings did not exceed 120 days as per Section 173 of the Act. Further, details regarding board meetings are given in the section of Corporate
Governance Report which forms part of this Report.

16. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the SEBI Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to
familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates,
business model, etc. The details of such programmes are available on the website of the Company and may be accessed through the web link:
https://www.cellowimplast.com/news/.

17. DIRECTORS RESPONSIBILITY STATEMENT

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

a) In the preparation of annual accounts for the F.Y ended on 31^st March, 2025, 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 F.Y on 31^st March, 2025 and the
profit 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 Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared annual accounts on a going concern basis;

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; and

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.

18. DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors under Section 149(7) of the Act and Regulation 25 of SEBI Listing
Regulations. They confirm that they meet the criteria of independence as prescribed under Section 149(6) of the Act and under Regulation
16(1)(b) of SEBI Listing Regulations and they continue to comply with the Code of Conduct laid down under Schedule IV to the Act.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the
Company and the Board is satisfied with the integrity, expertise and experience including proficiency of all Independent Directors on the
Board. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,
2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors and complied
with the requirements of passing proficiency test, as applicable.

In the opinion of the Board, they fulfil the condition for appointment/ re-appointment as Independent Director on the Board.

19. NOMINATION AND REMUNERATION COMMITTEE

The Board has framed a policy on the recommendation of the Nomination and Remuneration Committee relating to remuneration of the
Directors, Key Managerial Personnel, Senior Management and other employees, along with the criteria for appointment and removal of
the Directors, Key Managerial Personnel and Senior Management of the Company. The Nomination and Remuneration Committee is fully
empowered to determine/approve and revise, subject to necessary approvals, the remuneration of managerial personnel, after taking into
account the financial position of the Company, trends in the industry, qualifications, experience, past performance and past remuneration, etc.
The policy is available at Company’s website at https://cellowimplast.com/company-policies/.

The other details with respect to committee composition and meetings are given in the section of Corporate Governance Report annexed to
this Report.

20. AUDITORS & THEIR REPORT

a) Statutory Auditor:

In terms of Section 139(1) of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s Jeswani & Rathore, Chartered
Accountants (Firm Registration Number: 104202W) have been appointed as Statutory Auditor of the Company to hold office for a
further term of 5 (five) years from the conclusion of 34^th AGM till the conclusion of the 39^th AGM of the Company. Further, in terms of

SEBI Listing Regulations, the Statutory Auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of the
Institute of Chartered Accountants of India.

The Statutory Auditor, M/s. Jeswani & Rathore, Chartered Accountants have issued their reports on financial statements for the financial
year ended 31^st March, 2025. The report of the Statutory Auditor along with notes on accounts forms part of this Annual Report. There
has been no qualification, reservation, adverse remark or disclaimer given by the Auditor in it’s Report. Further, they have not reported
any fraud as specified under Section 143(12) of the Act, during the year under review. The Notes on Accounts referred to in the Auditors’
Report are self-explanatory and do not call for any further comments. The Members are therefore requested to approve the Auditors’
Report.

b) Secretarial Auditor:

Pursuant to the amended provisions of Regulation 24A of SEBI Listing Regulations, Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors based on recommendation of Audit
Committee, approved appointment of M/s HSPN & Associates LLP, Peer Reviewed firm of Company Secretaries in Practice (Peer
Review No. 6035/2024), as Secretarial Auditor of Company for a term of 5 (five) consecutive years commencing from the financial year
2025-26 till the financial year 2029-30, subject to the approval of Members in the 37^th AGM.

Accordingly, an Ordinary Resolution, proposing the appointment of M/s HSPN & Associates LLP, Practising Company Secretaries, as
Secretarial Auditor of the Company forms part of the Notice of the 37^th AGM of the Company. A brief profile and other relevant details
of M/s HSPN & Associates LLP are provided in the Notice convening the 37^th AGM.

M/s HSPN & Associates LLP, Practising Company Secretaries, has consented to act as the Secretarial Auditor of the Company and
confirmed that their appointment, if approved, would be within the limits prescribed under the Act and SEBI Listing Regulations. They
have further confirmed their eligibility and qualification required under the Act for holding the office, as the Secretarial Auditor of the
Company in the terms of the provisions of the Act read with Rules made thereunder and SEBI Listing Regulations.

The Secretarial Audit Report in Form MR-3 is attached herewith as Annexure - IV and forms an integral part of this report. The said
report does not contain any observation, qualification, reservation or adverse remark.

During the F.Y. 2024-25, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

Annual Secretarial Compliance Report for the F.Y. ended 31^st March, 2025 on compliance of all applicable SEBI Listing Regulations and
circulars/ guidelines issued thereunder, was obtained from the Secretarial Auditor and submitted to the stock exchange i.e. BSE Ltd.

c) Internal Auditor:

The Board has re-appointed M/s. B. P. Shah & Co., Chartered Accountants (Firm Registration Number: 109517W), as the Internal
Auditor of the Company for the F.Y. 2025-26.

d) Cost Auditor:

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from
time to time, the Company is required to maintain cost records and have them audited every year. Accordingly, your Company has made
and maintained the cost accounts and records, as required.

Further, in accordance with the provisions of Section 141 read with Section 148 of the Act and Rules made thereunder, the Board based
on the recommendation of Audit Committee had appointed Mr. Pradip M. Damania, Cost & Management Accountant (Firm Registration
Number: 101607) as the Cost Auditor of the Company for the F.Y. 2024-25. The Cost Audit Report for F.Y. 2023-24 has been duly
filed with the Registrar of Companies, within the prescribed time limit. Being eligible and willing to be re-appointed as Cost Auditor,
Mr. Pradip M. Damania was appointed as the Cost Auditor of the Company for the F.Y. 2025-26 by the Board of Directors, upon the
recommendation of the Audit Committee.

As per the provisions of the Act, the remuneration payable to the Cost Auditor is required to be placed before the Members in AGM for
their ratification. Accordingly, a resolution seeking Members’ approval for ratification of remuneration payable to Cost Auditor forms
part of the Notice of the 37^th AGM of the Company and same is recommended for your consideration.

The Cost Auditor has certified that his appointment is within the limits of Section 141 of the Act and that he is not disqualified from
appointment within the meaning of the said Act.

21. REPORTING OF FRAUDS

During the year under review, the Statutory Auditor, Cost Auditor and Secretarial Auditor have not reported any instance of fraud committed
in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act and Rules framed thereunder.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans given, guarantees provided and investments made by the Company under Section 186 of the Act by the Company
have been disclosed in the financial statements forming part of this Annual Report.

23. TRANSACTIONS WITH RELATED PARTIES

All the transactions with related parties were placed before the Audit Committee as also before the Board for review and approval. Prior
omnibus approval of the Audit Committee and the Board is obtained for the related party transactions which are of a foreseen and repetitive
in nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related
party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

All transactions entered into with related parties during the year were on arm’s length basis, largely in the ordinary course of business and
in line with the threshold of materiality as defined in the Company’s policy on Related Party Transactions & are in accordance with the
provisions of the Act and Rules issued thereunder and Regulation 23 of SEBI Listing Regulations. During the F. Y. ended 31^st March, 2025,
there were no transactions with related parties which qualify as material related party transactions.

The details of the Related Party Transactions are set out in Note 35 to the standalone financial statements forming part of this Annual Report.
The Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as
Annexure - V to this Report.

The Policy on Related Party Transactions as approved by the Board is also uploaded on the Company’s website at https://www. cellowimplast.
com/company-policies/.

Further, pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has filed the half-yearly disclosures on related party
transactions with the stock exchange within statutory timeline.

24. CONSOLIDATED FINANCIAL STATEMENTS AND CASH FLOW STATEMENT

The Consolidated Financial Statements of the Company for the F.Y 2024-25 are prepared in compliance with the applicable provisions of
the Act and as stipulated under Regulation 33 of the SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards
notified under the Companies (Indian Accounting Standards) Rules, 2015. The said financial statements have been prepared on the basis of
the audited financial statements of the Company and it’s subsidiary company as approved by their respective Board of Directors. A statement
containing the salient features of the financial statements of subsidiary company in the prescribed Form AOC-1 is annexed herewith as
Annexure - II to this Report. The statement also provides the details of performance and financial position of the subsidiary company.

Also, a Cash Flow Statement as required under Regulation 34(2)(c) of SEBI Listing Regulations, forms part of this Annual report.

25. RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. The key risks
pertaining to the Company and mitigating actions are placed before the Audit Committee.

The Company, through its risk management process, aims to contain the risks within its risk appetite. There are no risks which in the opinion
of the Board threaten the existence of the Company.

A Risk Management Policy is framed to proactively manage uncertainty and changes in the internal and external environment to limit
negative impacts and capitalize on opportunities. The Risk Management policy of the Company is available on Company’s website at https://
www.cellowimplast.com/company- policies/.

To oversee the Company’s risk management strategy, the Board of Directors have constituted Risk Management Committee. The Committee
supervises how management ensures adherence to the Company’s risk management policies and procedures and evaluates the suitability of
the risk management framework considering the risks the Company faces. The details of the Risk Factors and the Committee composition and
meetings are provided in the Section of the Corporate Governance Report forming part of this Report.

26. CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility (“CSR”) Committee in terms of the provisions of Section 135 of the Act read
with Companies (Corporate Social Responsibility Policy) Rules, 2014. The composition and other details of the CSR Committee is provided
in the Corporate Governance Report, forming part of this Report. The CSR policy is available on the website of the Company at https://www.
cellowimplast.com/company-policies/.

During the year, the Company has spent excess than its expected CSR obligation. The CSR obligation for the financial year 2024-25 was
'' 98.37 Lakhs against which the Company has spent '' 111.50 Lakhs on the CSR projects. The annual report on CSR activities undertaken
during the F.Y. 2024-25 is in accordance with the provisions of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014
and is appended as Annexure-VI to this Report.

27. EVALUATION OF BOARD AND IT’S COMMITTEES

Pursuant to the provisions of the Act and Regulation 17(10) of the SEBI Listing Regulations and in accordance with the parameters suggested
by the Nomination and Remuneration Committee, for the F.Y 2024-25, the Board of Directors carried out an annual evaluation, of its own
performance, its Committees and Individual Directors. The Board also carried out annual performance evaluation of the working of its Audit,
Nomination and Remuneration, Corporate Social Responsibility as well as Stakeholders’ Relationship Committee. The Directors expressed
their satisfaction with the evaluation process.

28. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Your Company continues to lay a strong emphasis on transparency, accountability and integrity.

The Company has taken requisite steps to comply with the recommendations concerning Corporate Governance. As provided under Section
134 of the Act and Rules framed thereunder and pursuant to Regulation 27 of the SEBI Listing Regulations, the Report on Corporate
Governance along with necessary certificates is set out in Annexure - VII and forms part of this Report.

Also, the statement of Management Discussion and Analysis as required under Regulation 34(2)(e) of SEBI Listing Regulations giving details
of the overview, industry structure and developments, performance of the Company, state of affairs of the Company’s operations etc. forms
part of this report as Annexure -VIII.

29. LISTING OF SHARES

The shares of the Company are listed on BSE Limited (“BSE”). The applicable listing fees for the F. Y. 2025-26 has already been paid to the
credit of BSE.

30. CHANGE IN THE NATURE OF BUSINESS

During the period under review, there was no change in the nature of business of the Company.

31. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT
OCCURRED FROM THE END OF F.Y. AND TILL THE DATE OF SIGNING OF REPORT

As on date of this report, there are no material changes and commitments that have occurred between end of the F.Y. of the Company to which
the financial statements relate and the date of this report which may affect the financial position of the Company.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant and material orders passed by the Regulators / Courts / Tribunals during the previous year which would impact the
going concern status of the Company and its future operations.

33. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism / Whistle Blower Policy aims to provide a channel to the Directors and employees of the Company to report genuine
concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct or policy. The mechanism provides for
adequate safeguards against victimization of Directors and employees and ensures that the activities of the Company and its employees are
conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior.

The Audit Committee of the Company oversees vigil mechanism process of the Company pursuant to the provisions of the Act. A copy of the
Policy is available on the website of the Company and may be accessed through the web link http://www.cellowimplast.com/whistle-blower-
policy/.

During the year under review, no complaint was received as of 31^st March 2025.

34. DISCLOSURES UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal
of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (“the POSH Act”) and Rules made thereunder. The Company has constituted Internal Complaints Committee under
the POSH Act, for reporting and conducting inquiry into the complaints made by the victim on the harassments at the workplace.

Your Directors further state that during the F.Y. 2024-25, there were no complaints received pursuant to the POSH Act. The following is
reported pursuant to Section 22 of the POSH Act:

a) Number of complaints filed during the F.Y: Nil

b) Number of complaints disposed off during the F.Y: Nil

c) Number of complaints pending as on end of the F.Y: Nil

35. INTERNAL FINANCIAL CONTROLS

The Company has adequate system of internal controls to safeguard and protect from loss, unauthorized use or disposition of its assets
commensurate with its size, scale and complexities of its operations. The internal auditor of the Company checks and verifies the internal
control and monitors them.

The Audit Committee of the Company actively reviews the adequacy and effectiveness of the internal control systems and suggests
improvements to strengthen the same. All the transactions are properly authorized, recorded and reported to the Management. The Company
is following all the applicable accounting standards for properly maintaining the books of accounts and reporting financial statements.

36. UPDATE ON SCHEME OF ARRANGEMENT

The Board of Directors of the Company, at its meeting held on 12^th November, 2024, had approved a Composite Scheme of Arrangement
amongst Wim Plast Limited (“WPL”) and Cello Consumer Products Private Limited (“CCPPL”) and Cello World Limited (“CWL”) and their
respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Act (“Scheme”) with Appointed Date
as 1^st April, 2025.

CWL is the Holding Company of WPL and CCPPL is a wholly owned subsidiary of CWL.

The Scheme inter alia provides for the following:

a) the demerger, transfer and vesting of the Manufacturing Business (“Demerged Undertaking”) of WPL into CCPPL on a going concern
basis, and issue of equity shares by CWL to the shareholders of WPL (other than the shares held by CWL), in consideration thereof; and

b) the amalgamation of WPL with CWL and issue of equity shares by CWL to the shareholders of WPL (other than the shares held by
CWL), in consideration thereof; and

c) various other matters consequential or otherwise integrally connected therewith.

The Scheme is, inter alia, subject to receipt of approval from the statutory, regulatory and customary approvals, including approvals from
the BSE Limited (“BSE”), National Stock Exchange of India Limited (“NSE”) (collectively referred to as “Stock Exchanges”), jurisdictional
National Company Law Tribunal and the shareholders and creditors (as applicable) of the companies involved in the Scheme.

CWL and WPL have filed the said Scheme with Stock Exchanges, as applicable, on 28^th November, 2024, for obtaining the required No¬
Objection letter. The Scheme and other documents are hosted on the website of CWL and WPL, respectively, which can be accessed at the
link: https://corporate.celloworld.com/corporate-announcement/ and https://cellowimplast.com/composite-scheme-of-arrangement/.

37. OTHER DISCLOSURES

There were no transactions on the following matters during the year under review and hence no reporting or disclosure is required:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of one-time settlement with any Bank or Financial Institution.

38. ACKNOWLEDGEMENTS

The Board would like to place on record it’s sincere appreciation to all the stakeholders including customers, distributors, vendors, investors,
bankers, Government and Regulatory Authorities and Stock Exchange for their continued support during the year.

The Board appreciates the hard work, solidarity, co-operation and support extended by the employees at all levels.

For and on behalf of the Board
of Wim Plast Limited

Pradeep G. Rathod

Date: 23^rd May, 2025 CEO, Chairman & Managing Director

Place: Mumbai (DIN: 00027527)

---

Mar 31, 2024

The Company’s Directors are pleased to present herewith the 36^th Annual Report of the Company, along with the Audited Financial Statements for the Financial Year (“F.Y.”) ended March 31, 2024.

1. FINANCIAL SUMMARY

The Board’s Report is prepared based on the standalone financial statements of the Company. The Company’s financial performance for the year under review alongwith previous year’s figures is given hereunder :

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	F.Y 2023-24	F.Y. 2022-23	F.Y. 2023-24	F.Y. 2022-23
Revenue from Operations	34,283.59	32,942.57	34,283.59	33,061.73
Other Income	2,470.30	1,028.58	2,470.65	1,097.00
Total Revenue	36,753.89	33,971.15	36,754.24	34,158.73
Profit before Interest, Depreciation and Tax	8,557.45	6,882.08	8,557.29	6,997.61
Less:
Finance Cost	10.40	11.00	10.40	11.00
Depreciation	1,191.60	1,428.16	1,191.60	1,428.69
Tax Expenses	1,782.40	1,364.65	1,782.43	1,375.88
Profit after Tax	5,573.05	4,078.27	5,572.86	4,182.04
Less : Share of Non-Controlling Interest		-	-	13.13
Net Profit for the year	5,573.05	4,078.27	5,572.86	4,168.91
Other Comprehensive Income	40.38	(36.10)	40.38	(36.09)
Total Comprehensive Income	5,613.43	4,042.17	5,613.24	4,132.82

2. COMPANY’S PERFORMANCE

On a consolidated basis, the revenue from consolidated operations for F.Y. 2023-24 stood at '' 34,283.59 Lakhs as compared to '' 33,061.73 Lakhs for the F.Y 2022-23, thereby recording an increase of 3.70%. The Profit after tax for the year increased from '' 4,182.04 Lakhs in F.Y 2022-23 to '' 5,572.86 Lakhs in F.Y 2023-24, recording an increase of 33.26%.

On a standalone basis, the revenue from standalone operations for F.Y. 2023-24 stood at '' 34,283.59 Lakhs as compared to '' 32,942.57 Lakhs for the F.Y 2022-23, thereby recording an increase of 4.07%. The Profit after tax for the year increased from '' 4,078.27 Lakhs in F.Y 2022-23 to '' 5,573.05 Lakhs in F.Y 2023-24, recording an increase of 36.65 %.

During the F.Y. 2023-24, the total revenue in plastic, furniture & allied products increased by 1.17% as compared to the previous F.Y whereas the revenue from other segments/ products (moulds) increased by 88.02% as compared to the previous F.Y

3. STATE OF COMPANY’S AFFAIRS

Discussion on state of Company’s affairs has been covered as part of the Management Discussion and Analysis for the year under review.

4. DIVIDEND

Your Directors are pleased to recommend a Final Dividend of '' 10.00 (Rupees Ten Only) i.e. 100% per equity share of face value of '' 10/- each for the F.Y 2023-24 aggregating to a total payout of '' 1,200.33 Lakhs i.e. 21.54% of the standalone net profit of the Company for F.Y 2023-24, subject to approval of Members at the ensuing 36^th Annual General Meeting (“AGM”) of the Company and shall be paid within the statutory period to those Members whose names appear in the register of Members, holding shares either in physical form or in dematerialized form on the close of Friday, August 02, 2024. In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Members. The Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) is available on the Company’s website at www.cellowimplast.com/company-policies/.

5. TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to the general reserves and the entire amount of profit for the year forms part of the ‘Retained Earnings’.

6. INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”)

The Company had transferred an amount of '' 7,77,036/- to the IEPF Authority on May 06, 2023 towards balance lying in respect of final dividend of the F.Y. ended 2015-16 and thereafter, had transferred corresponding 1,621 shares held by 18 shareholders to the IEPF Authority.

Shareholders /claimants whose shares, unclaimed dividend have been transferred to the aforestated IEPF Account or the Fund, as the case may be, may claim the shares or apply for refund by making an application to the IEPF Authority in Form IEPF- 5 (available on https://www.iepf.gov.in/content/iepf/global/master/Home/Home.html) along with requisite fee as decided by the IEPF Authority from time to time.

Further, the Company shall be transferring the unclaimed dividend for the F.Y. 2016-17 to the IEPF Account on or before September 11, 2024. The Company shall also be transferring the shares, on which the dividend has remained unclaimed for a period of seven consecutive years, to the IEPF Account simultaneously on the same date.

Members are therefore requested to ensure that they claim the dividends referred above before they are transferred to the said Fund. Details of unpaid and unclaimed amounts lying with the Company as on as on last AGM date i.e. August 11, 2023 have been filed with Ministry of Corporate Affairs.

7. SHARE CAPITAL

As at March 31,2024, the Issued, Subscribed and Paid-up Equity Share Capital of the Company stood at '' 12,00,33,600/- (Rupees Twelve Crores Thirty Three Thousand and Six Hundred Only) divided into 1,20,03,360 (One Crore Twenty Lakhs Three Thousand Three Hundred and Sixty Only) Equity Shares of '' 10/- (Rupees Ten Only) each.

8. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 (“Act”), read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure I (A) and forms part of this Report.

Other details in terms of Section 197(12) of the Act, read along with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure I (B) and forms part of this Report.

9. SUBSIDIARY COMPANY/ JOINT VENTURE/ASSOCIATE COMPANY

As at March 31, 2024 your Company has one (1) non-material Subsidiary Company - Wim Plast Moulding Private Limited (Wholly-owned) having business of manufacturing of consumer products.

A Statement containing salient features of the financial statements of the Subsidiary Company in Form AOC-1 forms part of this Annual Report as Annexure - II.

In accordance with fourth proviso of Section 136(1) of the Act, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company at www.cellowimplast.com. Further, as per the fifth proviso of the said Section, audited annual accounts of the Subsidiary Company have also been placed on the website of the Company at www.cellowimplast.com. There has been no material change in the nature of business of the said company.

The Company does not have any joint venture or associate company.

10. PUBLIC DEPOSITS

During the F.Y. 2023-24, the Company has not accepted any public deposits covered under the Act. As on 31^st March 2024, there were no deposits which were unclaimed and due for repayment.

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

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure -III to this report.

12. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2024, the Board comprised of 9 (Nine) Directors namely, Mr. Pradeep G. Rathod, Mr. Pankaj G. Rathod, Mr. Gaurav P. Rathod, Mr. Sumermal M. Khinvesra, Mr. Mahendra F. Sundesha, Mr. Pushapraj Singhvi, Mr. Sudhakar L. Mondkar, Ms. Rasna R. Patel and Mr. Piyush S. Chhajed.

During the year, Ms. Karishma H. Parekh, Non-Executive Director (DIN: 06884681), had tendered her resignation from the Board of Directors of the Company from the conclusion of Board meeting held on 9^th February, 2024, due to personal commitments outside the organization. The Board extended its sincere appreciation for the contribution made by Ms. Karishma H. Parekh to the Company and her active participation in the decision making process of the Board. The Board also thanked her for her time and dedication over the years during her tenure as a Non-Executive Director of the Company and wished success in her future endeavors.

Also, Mr. Sumermal M. Khinvesra (DIN: 02372984), Mr. Pushapraj Singhvi (DIN: 00255738) and Mr. Mahendra F. Sundesha (DIN: 01532570), Independent Directors, ceased to be Directors of the Company w.e.f. 1^st April, 2024, since they completed their second term of office as Independent Directors of the Company as on close of business hours on 31^st March, 2024.The Board thanked the Independent Directors for the valuable contribution made by them during their tenure as Independent Directors of the Company and wished them the best for their future endeavors.

As on 31^st March, 2024, there was no disqualification of any Director pursuant to Section 164(1) or Section 164(2) of the Act. The other details with respect to Board of Directors are given in Corporate Governance section forming part of this Report.

In accordance with the provisions of the Act and as per Articles of Association of the Company, Mr. Gaurav P. Rathod (DIN: 06800983), Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible, he offered his candidature for re-appointment. Accordingly, the proposal of his re-appointment has been included in the Notice convening the 36^th AGM of the Company as the Board recommends his re-appointment.

Further, pursuant to the provisions of the Act and based on the recommendation of the Nomination and Remuneration Committee, re-appointment and terms of remuneration of Mr. Pradeep G. Rathod (DIN: 00027527) as the Managing Director cum Key Managerial Personnel (KMP) & CEO of the Company, for a period of 5 (five) years commencing from 29^th June, 2024 to 28^th June, 2029 (both days inclusive), is placed for the approval of the Members through a Special Resolution at the 36^th AGM.

Based on the recommendation of Nomination and Remuneration Committee, the Board at its meeting held on May 22, 2024, approved re-appointment of Mr. Piyush S. Chhajed (DIN: 02907098) as Non- Executive Independent Director for a second term of 5 (five) consecutive years effective from March 14, 2025 to March 13, 2030, subject to approval of the Members of the Company at the ensuing AGM of the Company.

Additional information on Directors recommended for re-appointment as required under Regulation 36(3) of the SEBI Listing Regulations at ensuing AGM is given in the Notice convening 36^th AGM.

All the Independent Directors on the Board have given a declaration of their independence to the Company as required under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations. In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfil the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

The Company has received the following declarations from all the Independent Directors confirming that:

(i) They meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedule and Rules issued thereunder and the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company and

(ii) They have registered themselves with the Independent Director’s Database maintained by the Indian Institute of Corporate Affairs (IICA).

As on March 31,2024 the Company has following Key Managerial Personnel (KMP):

Sr. No. Name	Designation
1. Mr. Pradeep G. Rathod	CEO, Chairman and Managing Director
2. Mr. Pankaj G. Rathod	Joint Managing Director
3. Mr. Madhusudan R. Jangid	Chief Financial Officer
4. Ms. Darsha Adodra	Company Secretary and Compliance Officer
There was no change in the KMP during the year under review.

13. COMMITTEES OF THE BOARD

The Board has constituted necessary Committees pursuant to the provisions of the Act, rules framed there under and SEBI Listing Regulations.

As on 31^st March, 2024, the Board has the following Committees:

Sr. No. Name of the Committee

1. Audit Committee

2. Stakeholders’ Relationship Committee

3. Nomination and Remuneration Committee

4. Risk Management Committee

5. Corporate Social Responsibility Committee

Mr. Sumermal M. Khinvesra, Mr. Pushapraj Singhvi and Mr. Mahendra F. Sundesha ceased to be Directors of the Company w.e.f. 1^st April, 2024. Following this change, the Board Committees stood re-constituted w.e.f. 1^st April, 2024. The details of reconstitution are mentioned in the Corporate Governance Report section forming part of this Annual Report.

The Board has accepted all the recommendations of the above committees. The details about Composition of Committees and their Meetings are incorporated in the Section of Corporate Governance Report forming part of this Report.

14. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company in Form MGT-7 for F.Y. 202324 will be available on the Company’s website at web link: https://www.cellowimplast.com/annual-report/.

15. NUMBER OF MEETINGS OF THE BOARD

During the year 2023-24, Four (4) Board Meetings were held on 29^th May 2023, 7^th August 2023, 10^th November 2023, and 9^th February, 2024 respectively. The maximum time-gap between any two consecutive meetings did not exceed 120 days. Further details regarding Board Meetings are given in the Section of Corporate Governance Report which forms part of this Report.

16. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance of the SEBI Listing Regulations, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of such programme are available on the website of the Company and may be accessed through the web link: https://www. cellowimplast.com/news/.

17. DIRECTORS RESPONSIBILITY STATEMENT

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

a) In the preparation of Annual Accounts for the year ended on March 31, 2024, 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 F.Y on March 31, 2024 and the profit 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 Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared Annual Accounts on a going concern basis;

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; and

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.

18. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors under Section 149(7) of the Act and Regulation 25 of SEBI Listing Regulations. They confirm that they meet the criteria of independence as prescribed both under Section 149(6) of the Act and under Regulation 16(1)(b) of SEBI Listing Regulations.

19. NOMINATION AND REMUNERATION COMMITTEE

The Board has framed a policy on the recommendation of the Nomination and Remuneration Committee relating to remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees, along with the criteria for appointment and removal of the Directors, Key Managerial Personnel and Senior Management of the Company. The Nomination and Remuneration Committee is fully empowered to determine/approve and revise, subject to necessary approvals, the remuneration of managerial personnel, after taking into account the financial position of the Company, trends in the industry, qualifications, experience, past performance and past remuneration, etc. The policy is available at Company’s website at https://cellowimplast.com/company-policies/.

The other details with respect to committee composition and meetings are given in the Section of Corporate Governance Report annexed to this Report.

20. AUDITORS & THEIR REPORT

a) Statutory Auditor:

In terms of Section 139 of the Act, M/s Jeswani & Rathore, Chartered Accountants (FRN: 104202W) have been appointed as Statutory Auditor of the Company to hold office for a further term of five (5) years from the conclusion of 34^th AGM till the conclusion of the 39^th AGM of the Company.

The Statutory Auditor have confirmed their eligibility and submitted the certificate in writing that they are not disqualified to hold the office of the Statutory Auditor. Further, in terms of the SEBI Listing Regulations, the Auditor have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

The Statutory Auditor M/s. Jeswani & Rathore, Chartered Accountants have issued their reports on Financial Statements for the year ended March 31, 2024. There are no adverse remarks or qualifications in the said report. The Notes on Accounts referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Members are therefore requested to approve the Auditors’ Report.

b) Secretarial Auditor:

In compliance with the provisions of Section 204 and other applicable provisions of the Act, the Board of Directors had appointed M/s. HSPN & Associates LLP (formerly known as HS Associates), Practicing Company Secretaries (COP: 1483), as Secretarial Auditor to undertake secretarial audit of the Company for the F.Y. 2023-24. The Secretarial Audit Report in Form MR-3 is attached herewith marked as Annexure - IV and forms an integral part of this report. The Report does not contain any disqualification.

The Board has re-appointed M/s HSPN & Associates LLP, Practicing Company Secretaries, to undertake Secretarial Audit of the Company for the F.Y. 2024-25. During the F.Y. 2023-24, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

c) Internal Auditor:

The Board has re-appointed M/s. B. P. Shah & Co., Chartered Accountants (FRN - 109517W), as the Internal Auditor of the Company for the F.Y. 2024-25.

d) Cost Auditor:

The Company is required to maintain Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Act. Accordingly, the Company has made and maintained such accounts and records.

The Board had appointed Mr. Pradip Mohanlal Damania, Cost & Management Accountant, (FRN: 101607) as the Cost Auditor of the Company for the F.Y. 2023-24. The Cost Audit Report for F.Y 2022-23 has been duly filed with the Ministry of Corporate Affairs, within the prescribed time limit. Being eligible and willing to be re-appointed as Cost Auditor, Mr. Pradip Mohanlal Damania was appointed as the Cost Auditor of the Company for the F.Y. 2024-25 by the Board of Directors, upon the recommendation of the Audit Committee.

A resolution seeking Members’ approval for remuneration payable to Cost Auditor forms part of the Notice of the 36^th AGM of the Company and same is recommended for your consideration.

The Cost Auditor has certified that his appointment is within the limits of Section 141(3)(g) of the Act and that he is not disqualified from appointment within the meaning of the said Act.

21. REPORTING OF FRAUDS

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

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company have been disclosed in the financial statements.

23. TRANSACTIONS WITH RELATED PARTIES

All the transactions with Related Parties were placed before the Audit Committee as also before the Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseen and repetitive nature.

All transactions entered into with related parties during the year were on arm’s length basis, largely in the ordinary course of business and in line with the threshold of materiality defined in the Company’s policy on Related Party Transactions & are in accordance with the provisions of the Act and Rules issued thereunder and Regulation 23 of SEBI Listing Regulations. During the F.Y. ended March 31, 2024, there were no transactions with related parties which qualify as material transactions.

The details of the Related Party Transactions are set out in Note 35 to the standalone financial statements forming part of this Annual Report. The Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure - V to this Report. The Policy on Related Party Transactions as approved by the Board is also uploaded on the Company’s website at https://www.cellowimplast.com/company-policies/.

24. CONSOLIDATED FINANCIAL STATEMENTS AND CASH FLOW

The Consolidated Financial Statements of the Company for the F.Y. 2023-24 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by SEBI Listing Regulations. The said Financial Statements have been prepared on the basis of the audited financial statements of the Company and the Subsidiary Company as approved by their respective Board of Directors. A statement containing the salient features of the Financial Statements of Subsidiary Company in the prescribed format AOC-1 is annexed herewith as Annexure - II to this Report. The statement also provides the details of performance and financial position of the Subsidiary Company.

Also, a statement on Cash Flow statement as required under Regulation 34(2)(c) of SEBI Listing Regulations, forms part of the Annual report 2024.

25. RISK MANAGEMENT

The Board has constituted Risk Management Committee headed by an Independent Director. The key risks pertaining to the Company and mitigating actions are placed before the Audit Committee. A Risk Management Policy is framed to proactively manage uncertainty and changes in the internal and external environment to limit negative impacts and capitalize on opportunities.

The Risk Management policy of the Company is available on Company’s website at https://www.cellowimplast.com/company-policies/. The details of the Risk Factors and the Committee composition and meetings are provided in the Section of the Corporate Governance Report forming part of this Report.

26. CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility (“CSR”) Committee in terms of the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014. The composition and terms of reference of the CSR Committee is provided in the Corporate Governance Report, forming part of this Report. The policy is available on the website of the Company at https://www.cellowimplast.com/company-policies/.

During the year, CSR expenditure incurred by the Company was '' 92.00 Lakhs. The annual report on CSR activities undertaken during the F.Y. 2023-24 is in accordance with the provisions of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 and is appended as Annexure-VI to this Report. During the year, the Company had successfully completed its CSR obligation.

27. EVALUATION OF BOARD

Pursuant to the provisions of the Act and provisions of SEBI Listing Regulations, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non - Independent Directors was carried out by the Independent Directors. The Board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration, Corporate Social Responsibility as well as Stakeholders’ Relationship Committee. The Directors expressed their satisfaction with the evaluation process.

28. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Your Company continues to lay a strong emphasis on transparency, accountability and integrity.

The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance. As provided under Section 134 of the Act and Rules framed thereunder and pursuant to Regulation 34(2)(d) of the SEBI Listing Regulations, the Report on Corporate Governance along with necessary certificates is set out in Annexure - VII and forms part of this Report.

Also, the statement of Management Discussion and Analysis as required under Regulation 34(2)(e) of SEBI Listing Regulations giving details of the overview, industry structure and developments, performance of the Company, state of affairs of the Company’s operations etc. forms part of this report as Annexure -VIII.

29. LISTING OF SHARES

The shares of the Company are listed on BSE Limited (“BSE”). The applicable listing fees upto F. Y. 2024-25 have been duly paid to BSE.

30. CHANGE IN THE NATURE OF BUSINESS

During the period under review, there is no change in the nature of business of the Company.

31. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE END OF F.Y. AND TILL THE DATE OF SIGNING OF REPORT

There were no material changes and commitments affecting the financial position of the Company, which occurred between the end of the F.Y. and the date of this Report.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant material orders passed by the Regulators / Courts / Tribunals during the previous year which would impact the going concern status of the Company and its future operations.

33. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism / Whistle Blower Policy aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct or policy. The mechanism provides for adequate safeguards against victimization of Directors and employees and ensures that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour. A copy of the Policy is available on the website of the Company and may be accessed through the web link http://www. cellowimplast.com/whistle-blower-policy/.

34. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. As required under law, an Internal Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place and has put in place a Policy on prevention of Sexual Harassment of Women at workplace.

Your Directors further state that during the fiscal year 2023-24, there were no complaints received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The following is reported pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

a) Number of complaints filed during the F.Y: Nil

b) Number of complaints disposed off during the F.Y: Nil

c) Number of complaints pending as on end of the F.Y: Nil

35. INTERNAL FINANCIAL CONTROLS

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets commensurate with its size, scale and complexities of its operations. The internal auditor of the Company checks and verifies the internal control and monitors them.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

36. OTHER DISCLOSURES

No application has been made under the Insolvency and Bankruptcy Code, hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the F. Y. is not applicable to the Company.

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is also not applicable.

37. ACKNOWLEDGEMENTS

The Board takes this opportunity to express its sincere gratitude for the commitment and dedicated efforts put in by all the employees at all the levels.

The Board is thankful to the Government of India, Governments of various states in India, stock exchange, depositories, auditors, legal advisors, consultants and other stakeholders for their co-operation and support. The Board also thanks the Company’s customers, vendors and shareholders for their continuous support and the confidence reposed in the Company and its management.

The Board appreciates and values the contribution made by each and every member of the Company.

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Mar 31, 2018

To the Members,

The Directors have immense pleasure in presenting the 30^th Annual Report of Wim Plast Limited along with the Audited Financial Statements for the year ended March 31, 2018.

1. FINANCIAL RESULTS

(Rs, In Lacs)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Revenue from Operations	39,198.81	39,139.98	39,547.87	39,169.54
Other Income	152.31	236.54	160.24	237.30
Total Income	39,351.12	39,376.52	39,708.11	39,406.84
Profit before Interest, Depreciation and Tax	8,265.35	8,471.67	8,239.38	8,466.10
Less:
Finance Cost	14.89	20.21	16.03	20.45
Depreciation	1,525.61	1,194.00	1,525.75	1,194.00
Tax Expenses	2,259.33	2,396.96	2,252.26	2,395.17
Profit after Tax	4,465.52	4,860.50	4,445.34	4,856.48
Less : Share of Non Controlling Interest	-	-	8.07	1.61
Net Profit for the year	4,465.52	4,860.50	4,453.41	4,858.09
Other Comprehensive Income	2.74	(2.62)	2.74	(2.62)
Total Comprehensive Income	4,468.26	4,857.88	4,456.15	4,855.47

2. COMPANY’S PERFORMANCE

The Standalone revenue from operations for financial year 2017-18 was Rs, 39,198.81 Lacs as compared to Rs, 39,139.98 Lacs of the Financial Year 2016-17 thereby recording a slight increase of 0.15%. However, the Standalone Profit after tax for the year has decreased from Rs, 4,857.88 lacs in FY 2016-17 to Rs, 4,468.26 Lacs in FY 2017-18.

3. DIVIDEND

Your Directors are pleased to recommend Final Dividend of Rs, 7/- (70%) per equity share of face value of Rs, 10/- each for the Financial Year 2017-18 aggregating to a payout of Rs, 8.40 Crores, subject to approval of Members at the ensuing 30^th Annual General Meeting of the Company.

4. TRANSFER TO RESERVES

The Board does not propose transfer to reserves for the year 2017-18 and an amount of Rs, 4,468.26 Lacs is proposed to be retained in profit and loss account for the year ended March 31, 2018.

5. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred an amount of Rs, 2.77 Lacs to Investor Education and Protection Fund Account towards the balance lying in the Unpaid Dividend Account for the year 2009-10.

6. SHARE CAPITAL

As at March 31, 2018, the Issued, Subscribed and Paid-up Equity Share Capital of the Company stood at Rs, 12,00,33,600 (Rupees Twelve Crores Thirty Three Lakhs Six Hundred Only) divided into 12,003,360 (One Crore Twenty Lakhs Three Thousand Three Hundred and Sixty Only) Equity Shares of Rs, 10/- (Rupee Ten Only) each.

7. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure I (A) and forms part of this Report.

Other details in terms of Section 197(12) of the Companies Act, 2013 read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure I (B) and forms part of this Report.

8. SUBSIDIARY COMPANY

The Company has one (1) non material Subsidiary Company Wim Plast Moldetipo Pvt. Limited having Tools and Dies business. The requirement of appointing Independent Director of the Company on the Board of Directors of the subsidiary Company has been duly complied with. The requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (“SEBI Listing Regulations”) with regard to subsidiary company have been complied with.

Statement containing salient features of the financial statement of Subsidiary Companies in Form AOC-1 forms part of this Annual Report as Annexure - II.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.cellowimplast.com. Further as per the fourth proviso of the said Section, Audited Annual Accounts of the Subsidiary Company have also been placed on the website of the Company - www.cellowimplast.com.

There has been no material change in the nature of business of the said company.

9. PUBLIC DEPOSITS

During the Financial Year 2017-18, the Company has not accepted any public deposit covered under 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 — III forming part of this Report.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Companies Act, 2013 and as per Articles of Association of the Company, Mr. Ghisulal D. Rathod and Ms. Karishma Rathod, Directors of the Company are liable to retire by rotation at the ensuing 30^th Annual General Meeting of the Company and being eligible offer themselves for re-appointment and the Board therefore recommends their re-appointment.

As on March 31, 2018, the Board comprises of 10 Directors namely Mr. Ghisulal D. Rathod (Chairman), Mr. Pradeep G. Rathod (Managing Director), Mr. Pankaj G. Rathod (Whole Time Director), Ms. Karishma P. Rathod, Mr. Fatechand M. Shah, Mr. S.M. Khinvesra, Mr. Mahendra F. Sundesha, Mr. Prem G. Manghani, Mr. Pushp Raj Singhvi and Mr. Sudhakar Mondkar.

As on March 31, 2018, there was no disqualification of 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 section forming part of this Report.

As on March 31, 2018, 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 Ms. Neha Somani (Company Secretary and Compliance Officer). During the year under, there was a change in Key Mangerial Personnel as appointment of Ms. Neha Somani as Company Secretary with effect from June 01, 2017 in place of Mr. Kapil Joshi whose tenure was upto May 31, 2017.

12. 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.

13. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure - IV and forms part of this Report.

14. NUMBER OF MEETINGS OF THE BOARD

During the financial year 2017-18, Five (5) Board Meetings were held on May 26, 2017, August 11, 2017, September 14, 2017, November 14, 2017, and February 14, 2018. The maximum time-gap between any two consecutive meetings did not exceed four months. 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) read with Section 134 (5) of the Companies Act, 2013, Directors state that:

a) In the preparation of Annual Accounts for the year ended on March 31, 2018, 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 March 31, 2018 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;

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; and

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 necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed both under Section 149 (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 Board has framed a policy on the recommendation of the Nomination and Remuneration Committee relating to remuneration of the Directors and Key Managerial Personnel. The policy is available at Company''s website - www.cellowimplast.com. The other details with respect to committee composition and meetings are given in Corporate Governance Report annexed to this Report.

18. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Act, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company to the Investor Education and Protection Fund established by Central Government. Details of unpaid and unclaimed amounts lying with the Company as on March 31, 2018 have been uploaded on the Company''s website at www.cellowimplast.com.

19. AUDITORS & THEIR REPORT

a) Statutory Auditor:

In terms of Section 139 of the Companies Act, 2013, M/s Jeswani & Rathore, Chartered Accountants have been appointed as Statutory Auditors of the Company in 29^th Adjourned Annual General Meeting of the Company till the conclusion of the 34^th Annual General Meeting of the Company subject to ratification by the Members at every intervening Annual General Meeting. However, as per Section 40 of the Companies (Amendment) Act, 2017 (notified vide notification dated May 07, 2018) the provision of ratification of the appointment of Auditor has been omitted, therefore in the ensuing 30^th Annual General Meeting, the appointment of M/s Jeswani & Rathore, Chartered Accountants will be confirmed for the rest of their tenure without any ratification in respective Annual General Meeting during their tenure and the remuneration will remain the same as approved in the 29^th Adjourned AGM and the Company will be authorised to revise their remuneration from time to time in consultation with Board of Directors.

The Statutory Auditors, M/s Jeswani & Rathore, Chartered Accountants have issued their reports on Financial Statements for the year ended March 31, 2018. There are no adverse remarks or qualifications in the said report. The Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Members are therefore requested to approve the Auditors'' Report.

b) Secretarial Auditor:

In compliance with the provisions of Section 204 and other applicable provisions of Companies Act 2013, the Board of Directors have appointed M/s. HS Associates, Practising Company Secretaries as Secretarial Auditors to undertake secretarial audit of the Company for the financial year ended March 31, 2018. The Secretarial Audit Report is attached herewith marked as “Annexure -V” and forms an integral part of this report. The Report does not contain any qualifications.

The Board has re-appointed M/s HS Associates, Practising Company Secretaries, to undertake Secretarial Audit of the Company for the Financial Year ended March 31, 2018.

c) Internal Auditors:

The Board has re-appointed M/s. B. P. Shah & Co., Chartered Accountants (FRN - 109517W), Mumbai as the Chief Internal Auditors of the Company for the Financial Year 2018-19.

d) Cost Auditor:

The Board has re-appointed Cost Accountant Mr. Pradip M. Damania, Mumbai as Cost Auditor of the Company for the Financial Year 2018-19. The Cost Audit Report for the financial year 2016-17 has been duly filed with the Ministry of Corporate Affairs.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

In pursuance of Section 186 of the Companies Act, 2013, the Company has an Investment of '' 1860.80 Lacs as on March 31, 2018, details of which are given in the notes to the Financial Statements. However, during the year under review, Company has not given loans or Guarantees covered under the aforementioned section.

21. TRANSACTIONS WITH RELATED PARTIES

All the transactions with Related Parties are placed before the Audit Committee as also before the Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

All transactions entered into with related parties during the year were on arm''s length basis, largely in the ordinary course of business and in line with the threshold of materiality defined in the Company''s policy on Related Party Transactions & are in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder & Regulation 23 of (SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015. During the financial year ended March 31, 2018, there were no transactions with related parties which qualify as material transactions.

The details of the related party transactions are set out in Note 41 to the Standalone Financial Statements forming part of this Annual Report. The Form AOC-2 pursuant to section 134(3)(h) of the Companies Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure - VI_to this Report. The Policy on Related Party Transactions as approved by the Board is also uploaded at the the website of Company www.cellowimplast.com.

22. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the Financial Year 2017-18 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by Listing Regulations. The said Financial Statements have been prepared on the basis of the Audited Financial Statements of the Company and the subsidiary as approved by their respective Board of Directors.

23. 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 Committee. A Risk Management Policy is framed to proactively manage uncertainty and changes in the internal and external environment to limit negative impacts and capitalize on opportunities.

The Risk Management policy of the Company is available on Company''s website - www.cellowimplast.com. The details of the Risk Factors and the Committee Composition and Meetings are given in Corporate Governance section forming part of this Report.

24. CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility (“CSR”) Committee in terms of the provisions of Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014. The composition and terms of reference of the CSR Committee is provided in the Corporate Governance Report, forming part of this Report.

During the financial year 2017-18, the Corporate Social Responsibility (CSR) expenditure incurred by the Company was Rs,127.50 Lacs. The annual report on CSR activities undertaken during the financial year 2017-18 is in accordance with the provisions of the Companies Act,

2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 and is appended as Annexure-VII to this Report. During the year, the Company had successfully completed CSR obligation.

25. EVALUATION OF BOARD

Pursuant to the provisions of the Act, and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Stakeholder Relationship Committee. The Directors expressed their satisfaction with the evaluation process.

26. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

As provided under Section 134 of the Companies Act, 2013 and Rules framed thereunder and pursuant to Regulation 34(2) (d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance along with necessary certificates set out in Annexure - VIII and forms part of this Report. Also, the statement of Management Discussion and Analysis forms part of this report as Annexure - IX.

27. LISTING OF SHARES

The shares of the Company are listed on BSE Limited (BSE). The applicable listing fees for the financial year 2017-18 have been duly paid to the Stock Exchange.

28. CHANGE IN THE NATURE OF BUSINESS

During the period under review, there is no change in the nature of business of the Company.

29. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year and the date of this Report.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

31. ADJOURNMENT OF 29™ ANNUAL GENERAL MEETING

During the year, the erstwhile Statutory Auditors of the Company, M/s. B. P. Shah & Co., Chartered Accountants had expressed their ineligibility to be re-appointed at the 29^th Annual General Meeting (AGM) held on August 12, 2017.

Since their re-appointment formed part of the Agenda of the businesses to be transacted at the 29^th AGM, the particular resolution/ agenda no. 05 of the Notice dated May 26, 2017 pertaining to re-appointment of Auditor was adjourned with the permission of the Chairman and with consent of the Members present at the Meeting and was taken up in the Adjourned AGM held on September 08, 2017 in which M/s. Jeswani & Rathore, Chartered Accountants were appointed as Statutory Auditors for a term of five (5) years.

32. ADOPTION OF INDIAN ACCOUNTING STANDARD

The Ministry of Corporate Affairs (MCA) on February 16, 2015, notified that Indian Accounting Standards (Ind AS) are applicable to certain classes of companies from April 01, 2017 with a transition date of April 01, 2016. Ind AS has replaced the previous Indian GAAP prescribed under Section 133 of the Companies Act, 2013 (“the Act”) read with Rule 7 of the Companies (Accounts) Rules, 2014. Ind AS is applicable to the Company from April 01, 2017. The reconciliations and descriptions of the effect of the transition from previous GAAP to Ind AS have been set out in Note 27 in the notes to accounts in the Standalone Financial Statement and in Note 26 in the notes to account in the Consolidated Financial Statement.

33. VIGIL MECHANISM POLICY

The Vigil Mechanism Policy aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct or policy. The mechanism provides for adequate safeguards against victimization of Directors and Employees and ensures that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour. This Policy can be viewed on the Company''s website - www.cellowimplast.com.

34. SEXUAL HARRASSMENT AT WORKPLACE

The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rule made thereunder. During the year under review, there were no cases filed or reported pursuant to the provisions of the said Act.

35. INTERNAL FINANCIAL CONTROL

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets commensurate with its size, scale and complexities of its operations. The internal auditors of the Company check and verify the internal control and monitors them in accordance with policy adopted by the Company.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. All the transactions are properly authorised, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

36. ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance and co-operation received from the Members, Banks, Government Authorities, Customers, Suppliers, Associates, Employees and Various Authorities. The Directors of the Company thank all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company and look forward to their continued support during the year.

For and on behalf of the Board of Wim Plast Limited

Ghisulal D. Rathod

Date: May 29, 2018 Chairman

Place: Mumbai (DIN: 00027607)

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Mar 31, 2017

DIRECTORS'' REPORT

To the Members,

The Directors have pleasure in presenting the 29^th Annual Report of Wim Plast Limited along with the Audited Financial Statements for the year ended 31^st March, 2017.

1. FINANCIAL RESULTS

(Rs, In Lacs)

Particulars	Standalone		Consolidated
	2016-17	2015-16	2016-17
Revenue from Operations	35770.22	35907.64	35779.78
Other Income	234.00	153.79	234.76
Profit before Depreciation and Tax	8445.74	7626.24	8439.93
Less : Depreciation	(1194.00)	(1124.92)	(1194.00)
Less : Tax Expenses	(2394.98)	(1986.72)	(2393.19)
Profit after Tax	4856.76	4514.60	4852.74
Less: Minority Interest	-	-	(-1.61)
Net Profit for the year	4856.76	4514.60	4854.35
Transfer to General Reserve	-	-	-
Balance c/fd to Balance Sheet as at 31.03.2017	4856.76	4514.60	4854.35

2. COMPANY’S PERFORMANCE

The revenue from operations for financial year 2016-17 stands at Rs, 35770.22 Lacs as compared to Rs, 35907.64 Lacs of the Financial Year 2015-16 thereby recording a slight decrease of 0.38%. However, the Profit after tax for the year have increased from Rs, 4514.60 Lacs in FY 2015-16 to Rs, 4856.76 Lacs in FY 2016-17 recording a growth of 7.58%.

3. DIVIDEND

Based on the Company''s performance, the Board has recommended Final Dividend of Rs, 7/- (i.e. 70%) per share, for total 12,003,360 Equity Shares of Rs,10/- each for the Financial Year ended 31^st March, 2017, subject to approval of members at the ensuing 29^th Annual General Meeting of the Company.

4. TRANSFER TO RESERVES

The Board does not propose transfer to reserves for the year 2016-17 and an amount of Rs, 4856.75 Lacs is proposed to be retained in profit and loss account for the year ended 31^st March, 2017.

5. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred an amount of Rs, 2.29 Lacs to Investor Education and Protection Fund Account towards the balance lying in the Unpaid Dividend Account for the year 2008-09.

6. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The prescribed particulars of employees required under Section 197(12) of 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.

7. SUBSIDIARY COMPANY

The Company has One (1) Subsidiary Company Wim Plast Moldetipo Pvt. Limited, incorporated on 31^st May 2016, with the main object of carrying out Tools and Dies business. In terms of proviso to sub-section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiary is set out in the prescribed Form AOC-1, set out in Annexure — II forming part of this Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.cellowimplast.com. Further as per the fourth proviso of the said Section, audited annual accounts of the Subsidiary Company have also been placed on the website of the Company - www.cellowimplast.com.

8. ISSUE OF BONUS SHARES AND SHARE CAPITAL STRUCTURE

During the year, the Company had issued 6,001,680 Equity Shares on 14^th September, 2016 to its then existing shareholders in the ratio of 1:1 by way of capitalisation of free reserves which has resulted into increase in paid up share capital of the Company.

As at 31^st March, 2017, the Issued, Subscribed and Paid-up Equity Share Capital of the Company stood at Rs, 12,00,33,600 (Rupees Twelve Crores Thirty Three Lacs Six Hundred Only) divided into 12,003,360 (One Crore Twenty Lacs Three Thousand Three Hundred and Sixty Only) Equity Shares of Rs, 10/- (Rupee Ten Only) each.

9. PUBLIC DEPOSITS

During the Financial Year 2016-17, the Company has not accepted any public deposit covered under 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 — III forming part of this Report.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March, 2017, the Board comprises of 10 Directors namely Mr. Ghisulal D. Rathod (Chairman), Mr. Pradeep G. Rathod (Managing Director), Mr. Pankaj G. Rathod (Whole Time Director), Ms. Karishma P. Rathod, Mr. Fatechand M. Shah, Mr. S.M. Khinvesra, Mr. Mahendra F. Sundesha, Mr. Prem G. Manghani, Mr. Pushp Raj Singhvi and Mr. Sudhakar Mondkar. During the year, Mr. Pankaj G. Rathod was appointed as a Whole Time Director w.e.f. 1^st June 2016.

As on 31^st March, 2017, there was no disqualification of any Director pursuant to Section 164 (2) of the Companies Act, 2013.

The Directors Mr. Ghisulal D. Rathod and Mr. Fatehchand M. Shah are liable to retire by rotation at the ensuing 29^th Annual General Meeting of the Company and being eligible offer themselves for re-appointment, and the Board recommends their re-appointment.

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 and Compliance Officer).

Mr. Kapil D. Joshi - Company Secretary and Compliance Officer of the Company has resigned w.e.f. 31^st May, 2017 and the Board has appointed Ms. Neha K. Somani as Company Secretary and Compliance Officer of the Company w.e.f. 1^st June, 2017.

12. 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, Risk Management Committee and Bonus Allotment Committee (constituted for the purpose of allotment of bonus shares).

The details about Composition of Committees and their Meetings are incorporated in the Corporate Governance section forming part of this Report.

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 as Annexure — IV forming part of this Report.

14. NUMBER OF MEETINGS OF THE BOARD

During the financial year 2016-17, Four (4) Board Meetings were held on Friday, 27^th May, 2016, Tuesday, 2^nd August, 2016, Thursday 10^th November, 2016, and Tuesday, 14^th February, 2017. Further details regarding Board Meetings are given in the Corporate Governance Section which forms part of this Report.

15. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (C) read with Section 134 (5) of the Companies Act, 2013, Directors state that:

a) In the preparation of Annual Accounts for the year ended 31^st March, 2017, 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 31^st March, 2017 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;

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; and

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

All the Independent Directors of the Company have given declarations that they meet the criteria of the Independence as prescribed both under section 149 (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 Board has framed a policy on the recommendation of the Nomination and Remuneration Committee relating to remuneration of the Directors and Key Managerial Personnel. The policy is available at Company''s website - www.cellowimplast.com. The other details with respect to committee composition and meetings are given in the Corporate Governance Section annexed to this Report.

18. AUDITORS & THEIR REPORT

a) Statutory Auditor:

M/s B. P. Shah & Co., Chartered Accountants (FRN - 109517W), Mumbai, the Statutory Auditors of the Company, holding office till the conclusion of the ensuing Annual General Meeting are eligible for re-appointment. They have expressed their willingness to be re-appointed and have confirmed that their appointment, if made, will be in accordance with the provisions of Section 139 & 141 of the Companies Act, 2013.

The Statutory Auditors M/s B. P. Shah & Co., Chartered Accountants have issued their reports on Financial Statements for the year ended 31^st March, 2017. There are no adverse remarks or qualifications in the sand report. The Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. Your Directors recommend re-appointment of M/s. B. P. Shah & Co., Chartered Accountant, as the Auditors of the Company for the financial year 2017-18.

b) Secretarial Auditor:

In compliance with the provisions of Sec 204 and other applicable provisions of Companies Act 2013, the Board of Directors have appointed M/s. H S Associates, Practicing Company Secretaries as Secretarial Auditor to undertake secretarial audit of the Company for the financial year ended 31^st March, 2017. The Secretarial Audit Report is attached herewith marked as “Annexure -V” and forms an integral part of this report. The Report does not contain any qualifications.

The Board has re-appointed M/s HS Associates, Practicing Company Secretaries, to undertake Secretarial Audit of the Company for the Financial Year ended 31^st March 2018.

c) 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 2017-18.

d) 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 2017-18. During the year the Cost Audit Report for the financial year 2015-16 have been duly filed with the Ministry of Corporate Affairs.

19. 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 31^st March, 2017. Also the Company has not given loans or Guarantees covered under Section 186 of Companies Act, 2013.

20. TRANSACTIONS WITH RELATED PARTIES

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

21. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the Financial Year 2016-17 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by Listing Regulations. The said Financial Statements have been prepared on the basis of the audited financial statements of the Company and the subsidiary as approved by their respective Board of Directors.

22. 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. A Risk Management Policy is framed to proactively manage uncertainty and changes in the internal and external environment to limit negative impacts and capitalize on opportunities.

The Risk Management policy of the Company is available on Company''s website - www.cellowimplast.com. The details of the Risk Factors and the Committee composition and meetings are given in Corporate Governance section forming part of this Report.

23. CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility (“CSR”) Committee in terms of the provisions of Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014. The composition and terms of reference of the CSR Committee is provided in the Corporate Governance report, forming part of this Report.

During the financial year 2016-17, the Corporate Social Responsibility (CSR) expenditure incurred by the Company was Rs, 105.56 Lacs. The annual report on CSR activities undertaken during the financial year 2016-17 is in accordance with the provisions of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 and is appended as Annexure-VII to this Report. During the year, the Company had successfully completed almost 97% of its CSR obligation and shall complete the remaining obligation in the coming year.

24. EVALUATION OF BOARD

Pursuant to the provisions of the Act, and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Stakeholder Relationship Committee. The Directors expressed their satisfaction with the evaluation process.

25. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

As provided under Section 134 of the Companies Act, 2013 and Rules framed thereunder and pursuant to Regulation 34(2)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance along with necessary certificates set out in Annexure - VIII and forms part of this Report. Also, the statement of Management Discussion and Analysis forms part of this report as Annexure - IX.

26. LISTING OF SHARES

The shares of the Company are listed on BSE Limited (BSE). The applicable listing fees for the financial year 2016-17 have been paid to the Stock Exchange.

27. CHANGE IN THE NATURE OF BUSINESS

During the period under review, there is no change in the nature of business of the Company.

28. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year and the date of this Report.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

During the year, the Hon''ble Gujarat High Court had set aside Hon''ble District Court''s stay order w.r.t. case against Symphony Ltd.

30. VIGIL MECHANISM POLICY

The Vigil Mechanism Policy aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct or policy. The mechanism provides for adequate safeguards against victimization of Directors and Employees and ensures that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour. This Policy can be viewed on the Company''s website - www.cellowimplast.com.

31. SEXUAL HARRASSMENT AT WORKPLACE

The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rule made there under. During the year under review, there were no cases filed or reported pursuant to the provisions of the said Act.

32. INTERNAL FINANCIAL CONTROLS

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets commensurate with its size, scale and complexities of its operations. The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

33. ACKNOWLEDGEMENTS

The Directors express their grateful appreciation towards its Shareholders, Customers, Suppliers, Associates, Employees and Various Authorities for their continued support during the year. The directors of the Company thank all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company and look forward to their continued support during the year. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board of Wim Plast Limited

Ghisulal D. Rathod

Date : 26^th May, 2017 Chairman

Place : Mumbai (DIN : 00027607)

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Mar 31, 2016

To the Members,

The Directors submit the 28^th 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 28^th Annual General Meeting to be held on Friday 26^th 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 28^th 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 8^th 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 31^st March, 2016.

The Final Dividend for the previous year ended on 31^st 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 31^st 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 31^st March, 2016. The Company Wim Plast Moldetipo Pvt. Limited, incorporated on 31^st 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 31^st 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 19^th February 2016.

Mr. Sudhakar Mondkar was appointed as an Additional Independent Director of the Company on 8^th 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 7^th March, 2021.

As on 31^st 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 28^th 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 1^st June, 2016. The Board recommends his appointment for a term of 5 years i.e. from 1^st June, 2016 to 31^st 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, 23^th May, 2015, Monday, 10^th August, 2015, Saturday, 7^th November, 2015, Saturday, 6^th February, 2016 and Tuesday, 8^th 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 31^st 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 31^st 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 28^th Annual General Meeting till the conclusion of 29^th 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 31^st 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 31^st 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 31^st 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 31^st 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 31^st 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

2^nd August, 2016 Chairman

Mumbai (DIN 00027607

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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)

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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

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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)

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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)

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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

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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)