To the Members
Your Directors have immense pleasure in presenting the 30th Annual Report of Wim PlastLimited along with the Audited Financial Statements for the year ended March 312018.
1. FINANCIAL RESULTS
(Rs. In Lacs)
|Particulars || |
|2017-18 ||2016-17 ||2017-18 ||2016-17 |
|Revenue from Operations ||39198.81 ||39139.98 ||39547.87 ||39169.54 |
|Other Income ||152.31 ||236.54 ||160.24 ||237.30 |
|Total Income ||39351.12 ||39376.52 ||39708.11 ||39406.84 |
|Profit before Interest Depreciation and Tax ||8265.35 ||8471.67 ||8239.38 ||8466.10 |
|Less: || || || || |
|Finance Cost ||14.89 ||20.21 ||16.03 ||20.45 |
|Depreciation ||1525.61 ||1194.00 ||1525.75 ||1194.00 |
|Tax Expenses ||2259.33 ||2396.96 ||2252.26 ||2395.17 |
|Profit after Tax ||4465.52 ||4860.50 ||4445.34 ||4856.48 |
|Less : Share of Non Controlling Interest ||- ||- ||8.07 ||1.61 |
|Net Profit for the year ||4465.52 ||4860.50 ||4453.41 ||4858.09 |
|Other Comprehensive Income ||2.74 ||(2.62) ||2.74 ||(2.62) |
|Total Comprehensive Income ||4468.26 ||4857.88 ||4456.15 ||4855.47 |
2. COMPANY'S PERFORMANCE
The Standalone revenue from operations for financial year 2017-18 was ' 39198.81 Lacsas compared to ' 39139.98 Lacs of the Financial Year 2016-17 thereby recording a slightincrease of 0.15%. However the Standalone Profit after tax for the year has decreasedfrom ' 4857.88 lacs in FY 2016-17 to ' 4468.26 Lacs in FY 2017-18.
Your Directors are pleased to recommend Final Dividend of ' 7/- (70%) per equity shareof face value of ' 10/- each for the Financial Year 2017-18 aggregating to a payout of '8.40 Crores subject to approval of Members at the ensuing 30th Annual General Meeting ofthe Company.
4. transfEr to reserves
The Board does not propose transfer to reserves for the year 2017-18 and an amount of '4468.26 Lacs is proposed to be retained in profit and loss account for the year endedMarch 312018.
5. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
The Company has transferred an amount of ' 2.77 Lacs to Investor Education andProtection Fund Account towards the balance lying in the Unpaid Dividend Account for theyear 2009-10.
6. SHARE CAPITAL
As at March 312018 the Issued Subscribed and Paid-up Equity Share Capital of theCompany stood at ' 120033600 (Rupees Twelve Crores Thirty Three Lakhs Six Hundred Only)divided into 12003360 (One Crore Twenty Lakhs Three Thousand Three Hundred and SixtyOnly) Equity Shares of ' 10/- (Rupee Ten Only) each.
7. paRticulArs of employees and related disclosures
The statement containing particulars of employees as required under Section 197(12) ofthe Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration 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 withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 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 Directorof the Company on the Board of Directors of the subsidiary Company has been duly compliedwith. The requirements of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") withregard to subsidiary company have been complied with.
Statement containing salient features of the financial statement of SubsidiaryCompanies 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 theAnnual Report of the Company containing therein its standalone and the consolidatedfinancial statements has been placed on the website of the Company www.cellowimplast.com . Further as per the fourthproviso of the said Section Audited Annual Accounts of the Subsidiary Company have alsobeen 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 depositcovered 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 ExchangeEarnings/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 ofAssociation of the Company Mr. Ghisulal D. Rathod and Ms. Karishma Rathod Directors ofthe Company are liable to retire by rotation at the ensuing 30th Annual General Meeting ofthe Company and being eligible offer themselves for re-appointment and the Board thereforerecommends their re-appointment.
As on March 312018 the Board comprises of 10 Directors namely Mr. Ghisulal D. Rathod(Chairman) Mr. Pradeep G. Rathod (Managing Director) Mr. Pankaj G. Rathod (Whole TimeDirector) Ms. Karishma P. Rathod Mr. Fatechand M. Shah Mr. S.M. Khinvesra Mr. MahendraF. Sundesha Mr. Prem G. Manghani Mr. Pushp Raj Singhvi and Mr. Sudhakar Mondkar.
As on March 312018 there was no disqualification of any Director pursuant to Section164 (2) of the Companies Act 2013. The other details with respect to Board of Directorsare given in Corporate Governance section forming part of this Report.
As on March 312018 the Key Managerial Persons of the Company are Mr. Pradeep G.Rathod (Managing Director) Mr. Pankaj G. Rathod (Whole-Time Director) Mr. MadhusudanJangid (Chief Financial Officer) and Ms. Neha Somani (Company Secretary and ComplianceOfficer). During the year under there was a change in Key Mangerial Personnel asappointment of Ms. Neha Somani as Company Secretary with effect from June 012017 in placeof Mr. Kapil Joshi whose tenure was upto May 312017.
12. COMMITTEES OF THE BOARD
The Board has constituted necessary Committees pursuant to the provisions of theCompanies Act 2013 rules framed there under and SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015. The Committees of the Board are Audit CommitteeStakeholders' Relationship Committee Nomination and Remuneration Committee CorporateSocial Responsibility Committee and Risk Management Committee.
The details about Composition of Committees and their Meetings are incorporated in theBoard 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 andAdministration) Rules 2014 an extract of the Annual Return in Form MGT-9 is annexedherewith 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 2017August 11 2017 September 14 2017 November 14 2017 and February 14 2018. The maximumtime-gap between any two consecutive meetings did not exceed four months. Further detailsregarding Board Meetings are given in the Section of Corporate Governance which forms partof this Report.
15. DIRECTORS RESPONSIBILITY sTAtEMENT
Pursuant to Section 134 (3) (C) read with Section 134 (5) of the Companies Act 2013Directors state that:
a) In the preparation of Annual Accounts for the year ended on March 31 2018 theapplicable accounting standards have been followed and there are no material departuresfrom the same;
b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year on March312018 and the Profit and Loss of the Company for that period;
c) The Directors have taken proper and sufficient care for the maintenance of theadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) The Directors have prepared Accounts on going concern' basis;
e) The Directors have laid down internal financial controls to be followed by theCompany and that such financial controls are adequate and are operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisionsof 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 Directorsconfirming that they meet the criteria of independence as prescribed both under Section149 (6) of the Companies Act 2013 and under Regulation 16 (1) (b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
17. noMination and remuneration comMittee
The Board has framed a policy on the recommendation of the Nomination and RemunerationCommittee relating to remuneration of the Directors and Key Managerial Personnel.Thepolicy is available at Company's website - www.cellowimplast.com . The other details withrespect to committee composition and meetings are given in Corporate Governance Reportannexed to this Report.
18. INVESTOR EDUCATION AND PROTECTIONFUND (IEPF)
Pursuant to the provisions of Section 124 of the Act relevant amounts which remainedunpaid or unclaimed for a period of seven years have been transferred by the Company tothe Investor Education and Protection Fund established by Central Government. Details ofunpaid and unclaimed amounts lying with the Company as on March 31 2018 have beenuploaded 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 & RathoreChartered Accountants have been appointed as Statutory Auditors of the Company in 29thAdjourned Annual General Meeting of the Company till the conclusion of the 34th AnnualGeneral Meeting of the Company subject to ratification by the Members at every interveningAnnual 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 theappointment of Auditor has been omitted therefore in the ensuing 30th Annual GeneralMeeting the appointment of M/s Jeswani & Rathore Chartered Accountants will beconfirmed for the rest of their tenure without any ratification in respective AnnualGeneral Meeting during their tenure and the remuneration will remain the same as approvedin the 29th Adjourned AGM and the Company will be authorised to revise their remunerationfrom time to time in consultation with Board of Directors.
The Statutory Auditors M/s Jeswani & Rathore Chartered Accountants have issuedtheir reports on Financial Statements for the year ended March 312018. There are noadverse remarks or qualifications in the said report. The Notes on Accounts referred to inthe Auditors' Report are self-explanatory and do not call for any further comments. TheMembers are therefore requested to approve the Auditors' Report.
b) Secretarial Auditor:
In compliance with the provisions of Section 204 and other applicable provisions ofCompanies Act 2013 the Board of Directors have appointed M/s. HS Associates PractisingCompany Secretaries as Secretarial Auditors to undertake secretarial audit of the Companyfor the financial year ended March 312018. The Secretarial Audit Report is attachedherewith marked as "Annexure -V" and forms an integral part of this report. TheReport does not contain any qualifications.
The Board has re-appointed M/s HS Associates Practising Company Secretaries toundertake Secretarial Audit of the Company for the Financial Year ended March 312018.
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 Year2018-19.
d) Cost Auditor:
The Board has re-appointed Cost Accountant Mr. Pradip M. Damania Mumbai as CostAuditor of the Company for the Financial Year 2018-19. The Cost Audit Report for thefinancial 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 Investmentof ' 1860.80 Lacs as on March 31 2018 details of which are given in the notes to theFinancial Statements. However during the year under review Company has not given loansor Guarantees covered under the aforementioned section.
21. transactions with related parties
All the transactions with Related Parties are placed before the Audit Committee as alsobefore the Board for approval. Prior omnibus approval of the Audit Committee and the Boardis obtained for the transactions which are of a foreseen and repetitive nature. Thetransactions entered into pursuant to the omnibus approval so granted are audited and astatement giving details of all related party transactions is placed before the AuditCommittee 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 lengthbasis largely in the ordinary course of business and in line with the threshold ofmateriality defined in the Company's policy on Related Party Transactions & are inaccordance 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 312018 there were no transactions with relatedparties which qualify as material transactions.
The details of the related party transactions are set out in Note 41 to the StandaloneFinancial Statements forming part of this Annual Report. The Form AOC-2 pursuant tosection 134(3)(h) of the Companies Act read with Rule 8(2) of the Companies (Accounts)Rules 2014 is set out as Annexure - VLto this Report. The Policy on Related PartyTransactions as approved by the Board is also uploaded at the the website of Companywww.cellowimplast.com .
22. consolidated fiNancial statements
The Consolidated Financial Statements of the Company for the Financial Year 2017-18 areprepared in compliance with the applicable provisions of the Act Accounting Standards andas prescribed by Listing Regulations. The said Financial Statements have been prepared onthe basis of the Audited Financial Statements of the Company and the subsidiary asapproved 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 theCommittee. A Risk Management Policy is framed to proactively manage uncertainty andchanges in the internal and external environment to limit negative impacts and capitalizeon 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 andMeetings are given in Corporate Governance section forming part of this Report.
24. CORPORATE SOCIAL responsibility
The Board has constituted a Corporate Social Responsibility ("CSR") Committeein 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 ofreference of the CSR Committee is provided in the Corporate Governance Report formingpart of this Report.
During the financial year 2017-18 the Corporate Social Responsibility (CSR)expenditure incurred by the Company was '127.50 Lacs. The annual report on CSR activitiesundertaken during the financial year 2017-18 is in accordance with the provisions of theCompanies Act 2013 and Companies (Corporate Social Responsibility Policy) Rules 2014 andis appended as Annexure-VII to this Report. During the year the Company had successfullycompleted CSR obligation.
25. EVALUATION OF BOARD
Pursuant to the provisions of the Act and provisions of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate exercise was carried out toevaluate the performance of individual Directors including the Chairman of the Board whowere evaluated on parameters such as level of engagement and contribution and independenceof judgment thereby safeguarding the interest of the Company. The performance evaluationof the Independent Directors was carried out by the entire Board. The performanceevaluation of the Chairman and the Non Independent Directors was carried out by theIndependent Directors. The Board also carried out annual performance evaluation of theworking of its Audit Nomination and Remuneration as well as Stakeholder RelationshipCommittee. 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 thereunderand pursuant to Regulation 34(2) (d) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Report on Corporate Governance along with necessarycertificates set out in Annexure - VIII and forms part of this Report. Also the statementof 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 feesfor 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 theCompany.
29. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of theCompany 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 wouldimpact 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 the29th Annual General Meeting (AGM) held on August 12 2017.
Since their re-appointment formed part of the Agenda of the businesses to be transactedat the 29th AGM the particular resolution/ agenda no. 05 of the Notice dated May 26 2017pertaining to re-appointment of Auditor was adjourned with the permission of the Chairmanand with consent of the Members present at the Meeting and was taken up in the AdjournedAGM held on September 08 2017 in which M/s. Jeswani & Rathore Chartered Accountantswere 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 IndianAccounting Standards (Ind AS) are applicable to certain classes of companies from April01 2017 with a transition date of April 01 2016. Ind AS has replaced the previous IndianGAAP prescribed under Section 133 of the Companies Act 2013 ("the Act") readwith Rule 7 of the Companies (Accounts) Rules 2014. Ind AS is applicable to the Companyfrom April 012017. The reconciliations and descriptions of the effect of the transitionfrom previous GAAP to Ind AS have been set out in Note 27 in the notes to accounts in theStandalone Financial Statement and in Note 26 in the notes to account in the ConsolidatedFinancial Statement.
33. VIGIL MECHANISM POLICY
The Vigil Mechanism Policy aims to provide a channel to the Directors and employees toreport genuine concerns about unethical behavior actual or suspected fraud or violationof the Code of Conduct or policy. The mechanism provides for adequate safeguards againstvictimization of Directors and Employees and ensures that the activities of the Companyand its employees are conducted in a fair and transparent manner by adoption of higheststandards of professionalism honesty integrity and ethical behaviour. This Policy can beviewed 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 aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rule made thereunder. During the year underreview 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 lossunauthorized use or disposition of its assets commensurate with its size scale andcomplexities of its operations. The internal auditors of the Company check and verify theinternal control and monitors them in accordance with policy adopted by the Company.
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. All the transactions are properly authorised recorded and reported to theManagement. The Company is following all the applicable Accounting Standards for properlymaintaining the books of accounts and reporting financial statements.
Your Directors would like to express their appreciation for the assistance andco-operation received from the Members Banks Government Authorities CustomersSuppliers Associates Employees and Various Authorities. The Directors of the Companythank all stakeholders for their valuable sustained support and encouragement towards theconduct of the proficient operation of the Company and look forward to their continuedsupport during the year.
For and on behalf of the Board
of Wim Plast Limited
Ghisulal D. Rathod
Date: May 29 2018