To the Members of Wim Plast Limited
Your Company's Directors are pleased to present herewith the 36th 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 Rs. 34,283.59 Lakhs as compared to Rs. 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 Rs. 4,182.04 Lakhs in F.Y. 2022-23 to Rs. 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
Rs. 34,283.59 Lakhs as compared to Rs. 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 Rs.
4,078.27 Lakhs in F.Y. 2022-23 to Rs. 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 Rs. 10.00 (Rupees Ten Only)
i.e. 100% per equity share of face value of Rs. 10/- each for the F.Y. 2023-24 aggregating
to a total payout of Rs. 1,200.33 Lakhs i.e. 21.54% of the standalone net profit Company
for F.Y. 2023-24, subject to approval of Members at the ensuing 36th 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 Rs. 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 Rs. 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 Rs. 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 atwww.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 31st 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 9th 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. 1st April, 2024, since they completed their
second term of office as Independent Directors of the Company as on close of business
hours on 31st 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 31st March, 2024, there was no disqualification of any Director
pursuant to Section 164(1) or Section 164(2) of 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 36th
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 29th June, 2024 to 28th June, 2029 (both days
inclusive), is placed for the approval of the Members through a Special Resolution at the
36th 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 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 36th 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 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 31st 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. 1st April, 2024. Following this change, the
Board Committees stood re-constituted w.e.f. 1st 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. 2023-24 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 29th May 2023,
7th August 2023, 10th November 2023, and 9th 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 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 39th AGM
of the Company.
The Statutory Auditor have confirmed their eligibilityandsubmittedthecertificatein
writing that they are not disqualified to hold the office of the Statutory Auditor.
Further, in terms of the SEBI ListingRegulations,theAuditorhaveconfirmedthat 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 36th 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 Rs. 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 inAnnexure 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.
For and on behalf of the Board of Wim Plast Limited
Pradeep G. Rathod
Date: May 22, 2024 CEO,
Chairman & Managing Director
Place: Mumbai (DIN: 00027527)