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Directors Report of Wanbury Ltd.
Mar 31, 2025
Your Directors have pleasure in presenting herewith the 37th Annual Report of the business and operations alongwith Audited
Financial Statements of the Company for the Financial Year ended 31 March, 2025.
FINANCIAL HIGHLIGHTS (STANDALONE):
The summarised financial highlights for the year under review are as under:
(Rs. in Lakhs)
|
PARTICULARS |
2024-2025 |
2023-2024 |
|
Total Revenue from operations |
59,951.42 |
57,773.74 |
|
Other Income |
349.33 |
90.24 |
|
Total Income |
60,300.75 |
57,863.98 |
|
Total Expenses |
57,345.68 |
54,785.93 |
|
Profit /(Loss) Before Exceptional Items & Tax |
2,955.07 |
3,078.05 |
|
Exceptional Items - Gain on Sale of Brands |
- |
- |
|
Profit /(Loss) Before Tax |
2,955.07 |
3,078.05 |
|
Less: Tax including deferred Tax |
(97.94) |
(38.10) |
|
Net Profit / (Loss) after tax |
3,053.01 |
3,039.94 |
CONSOLIDATED ACCOUNTS:
The Consolidated Financial Statements of your Company for the Financial Year 2024-2025 are prepared in compliance with
applicable provisions of the Companies Act, 2013 read with Ind AS 110 -''Consolidated Financial Statements''. The Consolidated
Financial Statements have been prepared on the basis of audited financial statements of your Company, its subsidiaries and
associate companies, as approved by the respective Board of Directors.
TRANSFER TO RESERVES:
During the year under review, no amount was transferred to general reserves.
OPERATIONAL REVIEW/AFFAIRS OF THE COMPANY & FUTURE OUTLOOK:
The Financial Highlights are as under:
The Total Income for the Financial Year under review was ? 59,951.42 Lakhs as against ? 57,773.74 Lakhs in the previous year.
The Total Expenses incurred in the current Financial Year was ? 57,345.68 Lakhs as against ? 54,785.93 Lakhs in the previous
year.
The profit for the Financial Year under review was ? 3,053.01 Lakhs as against profit of ? 3,039.94 Lakhs in the previous
Financial Year.
SHARE CAPITAL:
The paid up capital of the Company is ? 32,77,04,980/- The Company had issued 25,000 equity shares under ESOP scheme
2016 during the financial year 2024-2025.
MANAGEMENT''S DISCUSSION AND ANALYSIS:
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a
separate section on Management Discussion and Analysis (MDA), which also includes further details on the state of affairs of
the Company, forms part of this Annual Report.
DIVIDEND:
The Board of Directors of the Company has not recommended any dividend for the Financial Year 2024-2025.
ANNUAL RETURN:
Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Act read with Rule 12(1) of the Companies (Management
and Administration) Rules, 2014, the Annual Return as on 31 March, 2025, is placed on the website of the Company at
http://www.wanbury.com/.
DEPOSITS:
The Company has not accepted any deposits during the year under review. Further, there are no deposits which remained
unpaid / unclaimed at the beginning or at the end of the year under review.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on 31 March, 2025, the Board of Directors of the Company consists of the following:
|
Sr. No. |
Name of Directors |
Category |
|
1 |
Mr. K. Chandran |
Whole-time Director |
|
2 |
Mr. Mohan Kumar Rayana |
Promoter and Whole-time Director |
|
3 |
Ms. Anupama Vaidya |
Non-Executive Independent Woman Director |
|
4 |
Mr. Mridul S. Mehta |
Non-Executive Independent Director (w.e.f. 12.08.2024) |
|
5 |
Mr. Manoj K. Gursahani |
Non-Executive Independent Director (w.e.f. 08.01.2025) |
|
6 |
Mr. P V. Sankar Dass |
Non-Executive Independent Director (w.e.f. 08.01.2025) |
Ms. Anupama Vaidya, Mr. Mridul S. Mehta, Mr. Manoj K. Gursahani and Mr. P V. Sankar Dass are Independent Directors who
are not liable to retire by rotation.
The terms and conditions of appointment of the Independent Directors and details of the familiarization programs formulated
to educate the Directors regarding their roles, rights and responsibilities in the Company and the nature of the industry in
which the Company operates, the business model of the Company, etc. are placed on the website of the Company
http://www.wanburv.com/.
In accordance with the provisions of Section 152 (6) of the Act and the Articles of Association of the Company, Mr. Mohan Kumar
Rayana, Whole-time Director, who has been longest in the office, retires by rotation at the ensuing Annual General Meeting and
being eligible offers himself for re-appointment.
The notice convening the AGM includes the proposal for re-appointment of Mr. K. Chandran as Whole-time Director.
During the year under review, the Company appointed Mr. Mridul S. Mehta as Non-Executive Independent Director of the
Company at the Board Meeting held on 12th August, 2024 and regularized at Annual General Meeting held on 27 September,
2024. The Company has also appointed Mr. Manojkumar K. Gursahani and Mr. P V. Sankar Dass as Non-Executive Independent
Directors at the Board Meeting held on 08 January, 2025 and regularized at Extra Ordinary General Meeting held on 20 February,
2025.
During the year under review, Mr. Pravin Dilip Pawar retired on the close of business hours on 17 November, 2024.
Other than this, no Director or Key Managerial Personnel was appointed or has resigned during the year under review.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
Six (6) Board Meetings were held during the Financial Year 2024-2025. These meetings were held on 16 May 2024, 12 August
2024, 27 September 2024, 13 November, 2024 and 8 January, 2025 and 12 February, 2025.
DECLARATION BY INDEPENDENT DIRECTORS:
Independent Directors have given necessary declaration that they meet the criteria of independence as provided in sub-section
(6) of Section 149 of the Companies Act, 2013 read with the Schedules and Rules made thereunder as well as Regulation 16(1)
(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Further all the Independent Director are registered on Independent Director Database.
In the opinion of the Board, the Independent Directors have integrity and sufficient expertise and experience including the
proficiency.
ANNUAL PERFORMANCE EVALUATION:
The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other Individual
Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors.
The Company follows the best practices prevalent in the industry with respect to evaluation of Board Members.
The Company''s Nomination and Remuneration policy covers aspects including but not limited to criteria for determining
qualifications, positive attributes, independence of a director and other matters as provided under Section 178 of the Companies
Act, 2013.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:
The Company has not given any loans, guarantee and made any investments pursuant to the provisions of Section 186 of
Companies Act, 2013 during the year under review.
DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
Your Company has four foreign subsidiaries viz. Wanbury Holdings B. V. (Netherland), Wanbury Global FZE (UAE), Ningxia
Wanbury Fine Chemicals Co. Ltd. (China) and Cantabria Pharma S. L. (Spain).
The accounts of Cantabria Pharma S. L. are not available since it is under liquidation.
The salient features of the financial statements of the subsidiaries in pursuance of Section 129 (3) of the Companies Act, 2013,
read with Rule 5 of the Companies (Accounts) Rules, 2014 are given in prescribed Form AOC-1 attached as Annexure - I to
this report.
The Company is not having any Holding Company or Joint Venture or any Associate Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Pursuant to the provisions of Section 188 of Companies Act, 2013, all contracts / arrangements / transactions entered into by the
Company during the Financial Year with related parties were in the ordinary course of business and on an arm''s length basis.
During the year under review, the Company had not entered into any contract / arrangement / transaction with related parties,
which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
The transactions entered into with M/s. Wanbury Infotech Private Limited, related party are in the normal course of business and
at arm''s length basis. The Policy on materiality of Related Party Transactions and dealing with Related Party Transactions as
approved by the Board may be accessed on the Company''s website at www.wanburv.com.
The details, in specified format in Form AOC-2, of the transactions with the related parties are given in the Annexure - II forming
part of this report.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH
HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICH FINANCIAL RESULTS RELATE
AND THE DATE OF THIS REPORT:
No material changes and commitments which could affect the Company''s financial position have occurred between the end of
the financial year of the Company and date of this report.
STATUTORY AUDITORS:
M/s. Kapoor & Parekh Associates, Chartered Accountants (Firm Registration No. 104803W), Mumbai was appointed as Statutory
Auditors of the Company by the Members vide resolution dated 27 September, 2024, until the conclusion of the 41st Annual
General Meeting.
AUDITOR''S REPORT:
The Notes on Financial Statements referred to in the Auditors Reports for the FY 2025 are self-explanatory and do not call for
any comments and explanation.
The observations made in the Standalone Auditor''s Report read together with relevant notes thereon are self-explanatory and
explained in notes to accounts and hence do not call for any further comments under the Companies Act, 2013. Auditors'' Report
to the Shareholders for the year under review does not contain any qualification, reservation or adverse remark or disclaimer.
COST AUDITOR:
Your Directors have appointed M/s. Manish Shukla & Associates, Cost Accountant, Mumbai as Cost Auditor of the Company for
the Financial Year 2025-2026. M/s. Manish Shukla & Associates, Cost Accountant, Mumbai will submit the Cost Audit Report
alongwith necessary annexure to the Central Government (Ministry of Corporate Affairs) in the prescribed form within specified
time and at the same time forward a copy of such report to your Company
The Cost Audit Report for the Financial Year ended 31st March, 2024 which was due for filing upto 31st October, 2024 was filed
with the Central Government (Ministry of Corporate Affairs) on 9 September, 2024.
The Board of Directors at its meeting held on 15 May, 2025 has appointed M/s. Manish Shukla & Associates, Cost Accountant,
Mumbai as Cost Auditor of the Company for the Financial Year 2025-2026. As required by Section 148 of the Act, necessary
resolution has been included in the Notice convening the 37th Annual General Meeting, seeking approval by Members for
the remuneration proposed to be paid to M/s. Manish Shukla & Associates, Cost Accountant, Mumbai as Cost Auditor of the
Company for the Financial Year 2025-2026.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS & INTERNAL AUDIT:
Your Company has in place adequate internal financial control systems, commensurate with the size, scale and complexity of
its operations. During the year, such controls were tested and no reportable material weakness in the operations was observed.
The Company has appropriate policies and procedures for ensuring the orderly and efficient conduct of its business, including
adherence of the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of accounting records and timely preparation of reliable financial information.
M/s. BDO India LLP, Mumbai, Internal Auditors of the Company, monitors and evaluates the efficacy and adequacy of internal
control systems in the Company. Based on the report of the Internal Auditors, respective departments undertake corrective
action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon
are presented to the Audit Committee of the Board.
Your Company has a robust financial closure self-certification mechanism wherein the line managers certify adherence to
various accounting policies, accounting hygiene and accuracy of provisions and other estimates.
SECRETARIAL AUDIT REPORT:
Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Board of Directors of the Company has appointed Ms. Kala Agarwal, Practicing Company Secretary [FCS No.: 5976 and
COP No.: 5356] to conduct the Secretarial Audit of the Company for term of five consecutive years commensing from financial
year 2025-26 till financial year 2029-30. The Secretarial Audit Report in Form MR-3 is annexed as Annexure - III to this report.
The observations made in the Secretarial Audit Report are as under:
i. Only 76.74% of the Shareholding of Promoter & Promoter Group is in dematerialised form. However, as per SEBI circular No.
SEBI/Cir/ISD/05/2011 & Regulation 31(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, 100 % Shareholding of Promoter & Promoter Group has to be in dematerialised form.
ii. As per Regulation 17(1)(c) the Composition of Board of Directors should not be less than 6. The terms of Mr. Narinder
Kumar Puri, Non- Executive -Independent Director and Ms. Pallavi Prakash Shedge, Non- Executive Independent Director
ended on March 31, 2024, and February 13, 2024 respectively and due to such completion the composition of Board of
Directors has fallen below 6.
iii. According to Regulation 19(a) of the SEBI (LODR) Regulations, 2015, the Nomination and Remuneration Committee
must have at least three Non-Executive Directors. Mr. Narinder Kumar Puri, a Non-Executive Independent Director and
a member of the Committee, ceased to be a director on March 31, 2024 due to completion of his tenure. Because of this,
the NRC did not have enough members. Later, Mr. Mridul Sumanlal Mehta was appointed to the NRC effective August 12,
2024, and the NRC was properly formed until Mr. Pravin Dilip Pawar ceased to be a director on November 17, 2024 due
to completion of his tenure. Consequently, the Committee''s composition fell below the required number.
Management Response to the aforesaid observations verbatim are as under:
i. The share certificate aggregating 30,24,000 Equity Shares held by M/s. Kingsbury Investment INC. (Promoter Group
Company) of Wanbury Limited. These shares held by them are in physical mode. The Company is undertaking necessary
steps to dematerialize these shares.
ii. The Company has paid the necessary Penalty aggregating to Rs. 4,70,000/- (Rs.2,35,000/- each) to the BSE Limited and
NSE Limited on 6 June, 2024 respectively for non-compliance of Regulation 17(1)( c) of Listing Regulations regarding non¬
composition of Board. However, the Company has complied with the Regulation from 8 January, 2025 onwards.
iii. The Company has paid the necessary Penalty aggregating to Rs. 1,88,000/- (Rs.94,000/- each) to the BSE Limited on 6
June, 2024 respectively for non-compliance of Regulation 19(a) of Listing Regulations. However, the Company complied
with the Regulation from January 8, 2025, after Mr. Manojkumar Khubchand Gursahani and Mr. Pallavur Sankar Dass
Vaidyanathan were appointed as Non-Executive Independent Directors to the Committee.
CORPORATE SOCIAL RESPONSIBILITY POLICY:
Provisions of Section 135 of the Companies Act 2013 relating to Corporate Social Responsibility are not applicable to the
Company.
Therefore, the Company has not constituted Corporate Social Responsibility Committee.
The Company''s CSR initiatives go beyond charity. Company believes it is essential for company to demonstrate their commitment
to social and environment responsibility and it should consider its impact on society. The Board had at its meeting held on
12 August 2024, approved the Annual Action Plan of CSR activities to be undertaken during the year in accordance with the CSR
policy. Nature of CSR activities includes promoting education among children, women, elderly and to support especially non-profit
organization working for disabled children from under privileged background, promoting healthcare including preventive health
care and eradicating hunger and malnutrition, employment and livelihood enhancing vocation skills and disaster management,
including relief, rehabilitation and reconstruction activities. For information pertaining to contribution towards CSR, Refer Note
70 of the Standalone Financial Statements for the year.
AUDIT COMMITTEE:
Your Company''s Audit Committee has been constituted in accordance with the provisions of Section 177 of the Companies Act,
2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the
Companies Act, 2013.
During the year under review, Four (4) meetings of the Audit Committee were held on 16 May 2024, 12 August 2024, 13
November, 2024 and 12 February, 2025 along with the Board Meetings.
As on 31 March, 2025, the following are the Members of the Audit Committee:
|
Sr. No. |
Name of Directors |
Designation |
Category |
|
1 |
Ms. Anupama Vaidya |
Chairperson |
I & NED |
|
2 |
Mr. Mridul S. Mehta (w.e.f. 12.08.2024) |
Member |
I & NED |
|
3 |
Mr. Manoj K. Gursahani (w.e.f. 08.01.2025) |
Member |
I & NED |
|
4 |
Mr. PV. Sankar Dass (w.e.f. 08.01.2025) |
Member |
I & NED |
|
5 |
Mr. K. Chandran |
Member |
WTD |
The details pertaining to the Broad terms and conditions of the Audit Committee are included given in Corporate Governance
Report, which form part of this report
NOMINATION AND REMUNERATION COMMITTEE:
Nomination and Remuneration Policy inter alia containing appointment criteria, qualifications, positive attributes, independence
of Directors, removal, retirement and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management
Personnel of the Company has been formulated by the Nomination and Remuneration Committee of the Company and approved
by the Board of Directors.
During the year under review, Five (5) meetings of the Committee were held on 16 May 2024, 12 August 2024, 13 November,
2024, 08 January, 2025 and 12 February, 2025.
As on 31 March, 2025, the following are the Members of the Nomination and Remuneration Committee:
|
Sr. No. |
Name of Directors |
Designation |
Category |
|
1 |
Ms. Anupama Vaidya |
Chairperson |
I & NED |
|
2 |
Mr. Mridul S. Mehta (w.e.f. 12.08.2024) |
Member |
I & NED |
|
3 |
Mr. Manoj K. Gursahani (w.e.f. 08.01.2025) |
Member |
I & NED |
|
4 |
Mr. PV. Sankar Dass (w.e.f. 08.01.2025) |
Member |
I & NED |
Nomination and Remuneration Policy is available on the website of the Company at www.wanburv.com
STAKEHOLDERS RELATIONSHIP COMMITTEE:
Your Company Stakeholder Relationship Committee has been constituted in accordance with the Regulation 20 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 in order to specifically look in to the mechanism of Redressal of
grievances of Shareholders.
During the year under review, Four (4) meetings of the Committee were held on 16 May 2024, 12 August 2024, 13 November,
2024, and 12 February, 2025.
As on 31 March, 2025, the following are the Members of the Stakeholder Relationship Committee:
|
Sr. No. |
Name of Directors |
Designation |
Category |
|
1 |
Ms. Anupama Vaidya |
Chairperson |
I & NED |
|
2 |
Mr. Mridul S. Mehta (w.e.f. 12.08.2024) |
Member |
I & NED |
|
3 |
Mr. Manoj K. Gursahani (w.e.f. 08.01.2025) |
Member |
I & NED |
|
4 |
Mr. PV. Sankar Dass (w.e.f. 08.01.2025) |
Member |
I & NED |
|
5 |
Mr. K. Chandran |
Member |
WTD |
RISK MANAGEMENT COMMITTEE:
The Board of Directors of the Company has constituted Risk Management Committee to consider the potential risks of the
business of the Company and to plan for the mitigation of the same.
During the year under review, one meeting of the Committee was held on 15 May, 2025.
As on 31 March, 2025, the following are the members of the Risk Management Committee:
|
Sr. No. |
Name of Directors |
Designation |
Category |
|
1 |
Ms. Anupama Vaidya |
Chairperson |
I & NED |
|
2 |
Mr. Mridul S. Mehta (w.e.f. 12.08.2024) |
Member |
I & NED |
|
3 |
Mr. Manoj K. Gursahani (w.e.f. 08.01.2025) |
Member |
I & NED |
|
4 |
Mr. PV. Sankar Dass (w.e.f. 08.01.2025) |
Member |
I & NED |
|
5 |
Mr. K. Chandran |
Member |
WTD |
|
6 |
Mr. Mohan Kumar Rayana |
Member |
P & WTD |
CORPORATE GOVERNANCE:
In compliance with Regulation 34 (3) read with Schedule V (C) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a Report on Corporate Governance forms part of this Annual Report. The Auditors'' certificate certifying
compliance with the conditions of Corporate Governance as prescribed under Schedule V (E) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report.
PARTICULARS OF EMPLOYEES:
Disclosure pertaining to the remuneration and other details as required under Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure-IV and forms part of this Report.
Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 pertaining to the top ten names and other particulars of employees
also form part of this report. However, this information is not sent along with this report pursuant to the proviso to Section 136(1)
of the Act. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary/Compliance Officer
at the Registered office address of the Company and the same will be furnished on request.
SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status
and company''s operations in future.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company, pursuant to Section 177 of the Companies Act, 2013 read along with the rules made thereunder and Regulation
22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, have established vigil mechanism for Director
and Employees to report concern about unethical behavior, actual or suspected fraud or violation of Company''s code of conduct
or ethics policy. The Whistle Blower Policy is posted on the website of the Company at www.wanburv.com.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this policy.
The Company has not received any sexual harassment complaint during the Financial Year under review.
COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:
The Company has complied with the provisions of Maternity Benefit Act, 1961.
EMPLOYEE STOCK OPTION SCHEME:
The Company has instituted Employee Stock Option Scheme 2016 (âWanbury ESOP 2016â) which was approved by the
shareholders vide their resolution dated 29th September, 2016 to reward eligible employees. Pursuant to the said scheme and
on the recommendation of the Nomination and Remuneration Committee, the Board had granted 1,50,000 options to employees
and 1,85,000 options lapsed during the year under review. During the year ended 31st March, 2025, 25,000 options were allotted.
4,65,000 options are outstanding as on 31st March, 2025.
The information required to be disclosed in terms of the provisions of the SEBI (Share Based Employee Benefits) Regulations,
2014 is enclosed as Annexure-V to this report.
SECRETARIAL STANDARDS:
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and
''General Meeting'' respectively, have been duly followed by the Company.
UNCLAIMED DIVIDEND & SHARES:
Pursuant to the applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), all unpaid or unclaimed dividends are required to be
transferred by the Company to the IEPF established by the Central Government, after the completion of the seven years. Further,
according to the Rules, the shares on which the dividend has not been paid or claimed by the shareholders for seven consecutive
years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred
the unclaimed and unpaid dividend of ? 4,14,937/- (Rupees Four Lakh Fourteen thousand Nine Hundred Thirty Seven Only) for
the Financial Year 2009-10.
Further, 3,38,465 corresponding shares were transferred as per the requirement of the IEPF Rules. The details are available on
the website, at www.wanbury.com/PaidUnpaidDividends.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
As required by Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 the relevant data
pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo is given as Annexure - VI
forming part of this report.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of sub-section (5) of Section 134 of the Companies Act, 2013, your Directors confirm that:
i. in the preparation of the annual accounts for the Financial Year ended on 31 March, 2025 the applicable accounting
standards had been followed along with proper explanation relating to material departures;
ii. the accounting policies had been selected and applied 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 ended
on 31 March, 2025 and of the profit and loss of the Company for that year;
iii. proper and sufficient care had been taken for the maintenance of 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;
iv. the annual accounts had been prepared on a going concern basis;
v. internal financial controls, to be followed by the Company, have been laid down and these controls are adequate and were
operating effectively; and the Company has devised proper systems which are in place to ensure compliance with the
provisions of all applicable laws which are considered adequate and are operating effectively.
GREEN INITIATIVE:
Your Company has adopted green initiative to minimize the impact on the environment. The Company has been circulating the
copy of the Annual Report in electronic format to all those members whose email addresses are available with the Company.
Your Company appeals other Members also to register themselves for receiving Annual Report in electronic form.
ACKNOWLEDGEMENTS:
Your Company and its Directors wish to extend their sincere thanks to the Bankers, Central & State Government, Customers,
Suppliers, Stakeholders and Staff for their continuous co-operation and guidance and also looking forward for the same in future.
For and on behalf of the Board of Directors
K. Chandran Mridul S. Mehta
Whole-time Director Director
Mumbai, 15 May, 2025 DIN: 00005868 DIN: 10177545
Mar 31, 2024
Your Directors have pleasure in presenting herewith the 36th Annual Report of the business and operations along with Audited Financial Statements of the Company for the Financial Year ended 31 March, 2024.
COVID-19 PANDEMIC:
The world momentarily came to a standstill as governments enforced lockdowns and other measures for public health and safety. During this period of global crisis, our priority was to ensure the safety and wellbeing of our employees while helping our customers maintain seamless business service continuity. We scaled up fast to adopt social distancing norms, adopting new policies and restricting travel while enabling remote working for our associates. However, during this period we remained committed to safeguarding the interests of our customers and ensuring the continuity of their operations. We activated Business Continuity Plans (BCP) enabling remote working and monitoring of our deliverables.
FINANCIAL HIGHLIGHTS (STANDALONE):
The summarised financial highlights for the year under review are as under:
(Rs. in Lakhs)
|
PARTICULARS |
2023-2024 |
2022-2023 |
|
Total Revenue from operations |
57,564.98 |
49,964.69 |
|
Other Income |
299.00 |
91.32 |
|
Total Income |
57,863.98 |
50,056.01 |
|
Total Expenses |
54,785.93 |
51,025.31 |
|
Profit /(Loss) Before Exceptional Items & Tax |
3,078.05 |
(969.30) |
|
Exceptional Items - Gain on Sale of Brands |
- |
(59.38) |
|
Profit /(Loss) Before Tax |
3,078.05 |
1028.68 |
|
Less: Tax including deferred Tax |
(38.10) |
(10.90) |
|
Net Profit / (Loss) after tax |
3,039.95 |
(1039.58) |
CONSOLIDATED ACCOUNTS:
The Consolidated Financial Statements of your Company for the Financial Year 2023-2024 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with Ind AS 110 -''Consolidated Financial Statements''. The Consolidated Financial Statements have been prepared on the basis of audited financial statements of your Company, its subsidiaries and associate companies, as approved by the respective Board of Directors.
TRANSFER TO RESERVES:
During the year under review, no amount was transferred to general reserves.
OPERATIONAL REVIEW/AFFAIRS OF THE COMPANY & FUTURE OUTLOOK:
The Financial Highlights are as under:
The Total Income for the Financial Year under review was ? 57,564.98 Lakhs as against ? 49,964.69 Lakhs in the previous year. The Total Expenses incurred in the current Financial Year was ? 54,785.93 Lakhs as against ? 51,025.31 Lakhs in the previous year.
The profit for the Financial Year under review was ? 3,039.95 Lakhs as against a loss of ? 1,039.58 Lakhs in the previous Financial Year.
SHARE CAPITAL:
The paid up capital of the Company is ? 32,74,54,980/- The Company had issued 40,000 equity shares under ESOP scheme 2016 during the financial year 2023-2024.
MANAGEMENT''S DISCUSSION AND ANALYSIS:
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate section on Management Discussion and Analysis (MDA), which also includes further details on the state of affairs of the Company, forms part of this Annual Report.
DIVIDEND:
The Board of Directors of the Company has not recommended any dividend for the Financial Year 2023-2024.
ANNUAL RETURN:
Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the draft Annual Return as on 31 March, 2024, is placed on the website of the Company at http://www.wanburv.com/.
DEPOSITS:
The Company has not accepted any deposits during the year under review. Further, there are no deposits which remained unpaid / unclaimed at the beginning or at the end of the year under review.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of the Company consists of the following:
|
Sr. No. |
Name of Directors |
Category |
|
1 |
Mr. K. Chandran |
Vice Chairman and Whole-time Director |
|
2 |
Mr. N. K. Puri |
Non-Executive Independent Director (upto 31.03.2024) |
|
3 |
Ms. Pallavi P Shedge |
Non-Executive Independent Woman Director (upto 13.02.2024) |
|
4 |
Ms. Anupama Vaidya |
Non-Executive Independent Woman Director (w.e.f. 21.08.2023) |
|
5 |
Mr. Mohan Kumar Rayana |
Whole-time Director (w.e.f. 21.08.2023) |
|
6 |
Mr. Pravin Dilip Pawar |
Non-Executive Independent Director (w.e.f. 18.11.2023) |
Ms. Anupama Vaidya and Mr. Pravin Dilip Pawar are Independent Directors who are not liable to retire by rotation.
The terms and conditions of appointment of the Independent Directors and details of the familiarization programs formulated to educate the Directors regarding their roles, rights and responsibilities in the Company and the nature of the industry in which the Company operates, the business model of the Company, etc. are placed on the website of the Company http://www.wanbury.com/.
In accordance with the provisions of Section 152 (6) of the Act and the Articles of Association of the Company, Mr. K. Chandran, Executive Director, who has been longest in the office, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
The notice convening the AGM includes the proposal for re-appointment of Mr. K. Chandran, as an Whole-time Director.
During the year under review, the Company re-appointed Ms. Anupama Vaidya as Non-Executive Independent Director of the Company at the Extra Ordinary General Meeting held on 21 August, 2023. The Company has also appointed Mr. Mohan Kumar Rayana as Whole-time Director at the Extra Ordinary General Meeting held on 21 August, 2023. Further, the Company has also appointed Mr. Pravin Dilip Pawar as Non-Executive Independent Director of the Company with effect from 18 November, 2023.
During the year under review, Ms. Pallavi Shedge retired on 13 February, 2024 and Mr. N. K. Puri retired on the close of business hours on 31 March, 2024.
Other than this, no Director or Key Managerial Personnel was appointed or has resigned during the year under review. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
Five (5) Board Meetings were held during the Financial Year 2023-2024. These meetings were held on 07 July 2023, 11 July 2023, 11 August 2023, 20 October, 2023 and 24 January, 2024.
DECLARATION BY INDEPENDENT DIRECTORS:
Independent Directors have given necessary declaration that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 read with the Schedules and Rules made thereunder as well as Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Further all the Independent Director are registered on Independent Director Database.
In the opinion of the Board, the Independent Directors have integrity and sufficient expertise and experience including the proficiency.
ANNUAL PERFORMANCE EVALUATION:
The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other Individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors.
The Company follows the best practices prevalent in the industry with respect to evaluation of Board Members.
The Company''s Nomination and Remuneration policy covers aspects including but not limited to criteria for determining, qualifications, positive attributes, independence of a director and other matters as provided under Section 178 of the Companies Act, 2013.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:
The Company has not given any loans, guarantee and made any investments pursuant to the provisions of Section 186 of Companies Act, 2013 during the year under review.
DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
Your Company has four foreign subsidiaries viz. Wanbury Holdings B. V. (Netherland), Wanbury Global FZE (UAE), Ningxia Wanbury Fine Chemicals Co. Ltd. (China) and Cantabria Pharma S. L. (Spain).
The accounts of Cantabria Pharma S. L. are not available due to the Company being into liquidation.
The salient features of the financial statements of the subsidiaries in pursuance of Section 129 (3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014 are given in prescribed Form AOC-1 attached as Annexure - I to this report.
The Company is not having any Holding Company or Joint Venture or any Associate Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Pursuant to the provisions of Section 188 of Companies Act, 2013, all contracts / arrangements / transactions entered into by the Company during the Financial Year with related parties were in the ordinary course of business and on an arm''s length basis. During the year under review, the Company had not entered into any contract / arrangement / transaction with related parties, which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
The transactions entered into with M/s. Wanbury Infotech Private Limited, related party are in the normal course of business and at arm''s length basis. The Policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed on the Company''s website at www.wanburv.com.
The details, in specified format in Form AOC-2, of the transactions with the related parties are given in the Annexure - II forming part of this report.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICH FINANCIAL RESULTS RELATE AND THE DATE OF THIS REPORT:
Other than as disclosed in the relevant sections of the report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report.
STATUTORY AUDITORS:
M/s. V. Parekh & Associates, Chartered Accountants (Firm Registration No. 107488W), Mumbai were appointed as Statutory Auditors of the Company for their second term by the Members vide resolution dated 28 September, 2022, to hold office from the conclusion of 34th Annual General Meeting until the conclusion of the 39th Annual General Meeting, to audit the accounts of the Company for the Financial Year 2022-2023 to 2027-2028.
AUDITOR''S REPORT:
The Notes on Financial Statements referred to in the Auditors Reports for the FY 2024 are self-explanatory and do not call for any comments and explanation.
The observations made in the Standalone Auditor''s Report read together with relevant notes thereon are self explanatory and explained in notes to accounts and hence do not call for any further comments under the Companies Act, 2013. Auditors'' Report to the Shareholders for the year under review does not contain any qualification, reservation or adverse remark or disclaimer.
COST AUDITOR:
Your Directors have appointed M/s. Manish Shukla & Associates, Cost Accountant, Mumbai as Cost Auditor of the Company for the Financial Year 2024-2025. M/s. Manish Shukla & Associates, Cost Accountant, Mumbai will submit the Cost Audit Report along with the necessary annexure to the Central Government (Ministry of Corporate Affairs) in the prescribed form within specified time and at the same time forward a copy of such report to your Company
The Cost Audit Report for the Financial Year ended 31 March, 2023 which was due for filing upto 31 October, 2023 was filed with the Central Government (Ministry of Corporate Affairs) on 11 September, 2023.
The Board of Directors at its meeting held on 16 May, 2024 has appointed M/s. Manish Shukla & Associates, Cost Accountant, Mumbai as Cost Auditor of the Company for the Financial Year 2024-2025. As required by Section 148 of the Act, necessary resolution will be included in the Notice convening the 36th Annual General Meeting, seeking approval by Members for the remuneration proposed to be paid to M/s. Manish Shukla & Associates, Cost Accountant, Mumbai as Cost Auditor of the Company for the Financial Year 2024-2025.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS & INTERNAL AUDIT:
Your Company has in place adequate internal financial control systems, commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the operations was observed. The Company has appropriate policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence of the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.
M/s. BDO India LLP, Mumbai, Internal Auditors of the Company, monitor and evaluate the efficacy and adequacy of internal control systems in the Company. Based on the report of the Internal Auditors, respective departments undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
Your Company has a robust financial closure self-certification mechanism wherein the line managers certify adherence to various accounting policies, accounting hygiene and accuracy of provisions and other estimates.
SECRETARIAL AUDIT REPORT:
Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed Ms. Kala Agarwal, Practicing Company Secretary [FCS No.: 5976 and COP No.: 5356] to conduct the Secretarial Audit of the Company for the Financial Year ended on 31 March, 2024 (i.e. from 1 April, 2023 to 31 March, 2024). The Secretarial Audit Report for the financial year ended 31 March, 2024 in Form MR-3 is annexed as Annexure - III to this report.
The observations made in the Secretarial Audit Report are as under:
i. Only 76.79% of the Shareholding of Promoter & Promoter Group is in dematerialised form. However, as per SEBI circular No. SEBI/Cir/ISD/05/2011 & Regulation 31(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, 100 % Shareholding of Promoter & Promoter Group has to be in dematerialised form.
ii. As per Regulation 33(3)(d) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, every listed Company is required to approve their audited Financial Statements within 60 days from end of each Financial Year, however the Company had delayed in holding Board Meeting for approving audited Financial Statements for the Financial Year ended 31 March, 2023 and the Company had paid the penalty to BSE and National Stock Exchange for the said delays.
iii. As per Regulation 17(1)(c) The Composition of Board of Directors should be 6. The tenure of Mr. Binod Chandra Maharana and Ms. Manisha Juvekar has been completed on 16 March, 2023 and due to such completion the composition of Board of Directors has fallen below 6. However, Company has complied with the regulation from 18 November 2023 onwards.
iv. As per Regulation 19 (1) (b) of the SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015, All directors of the Nomination and Remuneration Committee shall be non-executive directors. The Member of the Nomination and Remuneration Committee includes Mr. Chandran Krishnamoorthy who is an Executive Director. However, Nomination and Remuneration Committee is properly constituted as per LODR from third quarter onwards.
v. As per Regulation 18(2)(b) of the SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015, the audit committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings. However, there was a gap of 142 days between Committee Meeting held on 14 February, 2023 and 07 July, 2023.
vi. As per Section 173 of Companies Act, 2013 and Secretarial Standards I, the gap between two Board Meeting shall not exceed 120 days, However, there was a gap of 124 days between Board Meeting held on 14 February, 2023 and 07 July, 2023.
vii. Pursuant to Regulation 27(2)(a) of the SEBI (LODR) Regulations, 2015, the listed entity shall submit a quarterly compliance report on corporate governance in the format as specified by the Board from time to time to the recognized stock exchange(s) within 21 days from the end of each quarter. However, the Company complied with the same with a delay of one day for the quarter ended 31st March, 2024.
viii. Pursuant to regulation 18(l)(b) of the SEBI (LODR) Regulations, 2015, a minimum of two-thirds the members of the audit committee must be Independent. The Company is in process of complying with the same.
Management Response to the aforesaid observations verbatim are as under:
i. The share certificate aggregating 30,24,000 Equity Shares held by M/s. Kingsbury Investment INC. (Promoter Group Company) of Wanbury Limited. These shares held by them are in physical mode. The Company is undertaking necessary steps to dematerialize these shares.
ii. The Company has paid Penalty aggregating to Rs. 2,24,000/- to the BSE Limited on 18 July, 2023 and NSE Limited on 18 July, 2023 respectively for non-compliance of Regulation 33 of Listing Regulations regarding delay in declaring AFR for the year ended 31 March, 2023.
iii. The Company is in the process of complying with Regulation 17(1) and have also paid the necessary penalty to BSE & NSE for the same.
iv. The Nomination and Remuneration Committee is properly constituted as per LODR from third quarter onwards as required under Regulation 19 (1) (b) of the SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015.
v. The Company has paid the necessary penalty to BSE & NSE on 18 July, 2023 for the same and in future will take care of the same.
vi. The Company has paid the necessary penalty to BSE & NSE on 18 July, 2023 for the same and in future will take care of the same.
Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government:
During the year under review, the Statutory Auditor, Cost Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee and / or Board under section 143(12) of the Act.
CORPORATE SOCIAL RESPONSIBILITY POLICY:
Provisions of Section 135 of the Companies Act 2013 relating to Corporate Social Responsibility are not applicable to the Company.
Therefore, the Company has not constituted Corporate Social Responsibility Committee.
AUDIT COMMITTEE:
Your Company''s Audit Committee has been constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the year under review, Four (4) meetings of the Audit Committee were held on 7 July 2023, 11 August 2023, 20 October 2023 and 24 January, 2024.
As on 31 March 2024, following are the Members of the Audit Committee:
|
Sr. No. |
Name of Directors |
Designation |
Category |
|
1 |
Mr. N. K. Puri (upto 31.03.2024) |
Chairperson |
I & NED |
|
2 |
Ms. Pallavi P Shedge (upto 13.02.2024) |
Member |
I & NED |
|
3 |
Mr. K. Chandran |
Member |
WTD |
|
4 |
Ms. Anupama Vaidya (w.e.f. 21.08.2023) |
Member |
I & NED |
|
5 |
Mr. Mohan Kumar Rayana (w.e.f. 21.08.2023) |
Member |
WTD |
|
6 |
Mr. Pravin Dilip Pawar (w.e.f. 18.11.2023) |
Member |
I & NED |
However, the Board has reconstituted its Audit Committee at its Board Meeting dated 24 January, 2024. The composition of Committee post re-constitution is as follows:
|
Name of Directors |
Designation |
Category |
|
Ms. Anupama Vaidya |
Chairman |
I & NED |
|
Mr. K. Chandran |
Member |
WTD |
|
Mr. Pravin Dilip Pawar |
Member |
I & NED |
The details pertaining to the Broad terms and conditions of the Audit Committee are included given in Corporate Governance Report, which form part of this report
NOMINATION AND REMUNERATION COMMITTEE:
Nomination and Remuneration Policy inter alia containing appointment criteria, qualifications, positive attributes, independence of Directors, removal, retirement and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel of the Company has been formulated by the Nomination and Remuneration Committee of the Company and approved by the Board of Directors.
During the year under review, five (5) meeting of the Nomination and Remuneration Committee were held on 7 July 202 11 July 2023, 11 August 2023, 20 October 2023 and 24 January, 2024.
As on 31 March 2024. following are the Members of the Nomination and Remuneration Committee:
|
Name of Directors |
Designation |
Category |
|
Ms. Pallavi P Shedge (upto 13.02.2024) |
Chairperson |
I & NED |
|
Mr. N.K. Puri (upto 31.03.2024) |
Member |
I & NED |
|
Ms. Anupama Vaidya (w.e.f. 21.08.2023) |
Member |
I & NED |
|
Mr. Pravin Dilip Pawar (w.e.f. 18.11.2023) |
Member |
I & NED |
However, the Board has reconstituted its Nomination & Remuneration Committee at its Board Meeting dated 24 January, 2024. The composition of Committee post re-constitution is as follows:
|
Name of Directors |
Designation |
Category |
|
Ms. Anupama Vaidya |
Chairman |
I & NED |
|
Mr. Pravin Dilip Pawar |
Member |
I & NED |
|
Mr. N.K. Puri (upto 31.03.2024) |
Member |
I & NED |
Nomination and Remuneration Policy is available on the website of the Company at www.wanburv.com STAKEHOLDERS RELATIONSHIP COMMITTEE:
Your Company Stakeholder Relationship Committee has been constituted in accordance with the Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in order to specifically look in to the mechanism of Redressal of grievances of Shareholders.
During the year under review, Four (4) meeting of the Stakeholders'' Relationship Committee were held on 7 July 2023, 11 August 2023, 20 October 2023 and 24 January, 2024.
As on 31 March 2024, following are the Members of the Stakeholder Relationship Committee:
|
Sr. No. |
Name of Directors |
Designation |
Category |
|
1 |
Mr. N. K. Puri (upto 31.03.2024) |
Chairperson |
I & NED |
|
2 |
Ms. Pallavi P Shedge (upto 13.02.2024) |
Member |
I & NED |
|
3 |
Mr. K. Chandran |
Member |
WTD |
|
4 |
Ms. Anupama Vaidya (w.e.f. 21.08.2023) |
Member |
I & NED |
|
5 |
Mr. Mohan Kumar Rayana (w.e.f. 21.08.2023) |
Member |
WTD |
|
6 |
Mr. Pravin Dilip Pawar (w.e.f. 18.11.2023) |
Member |
I & NED |
However, the Board has reconstituted its Stakeholders Relationship Committee at its Board Meeting dated 24 January, 2024. The composition of Committee post re-constitution is as follows:
|
Name of Directors |
Designation |
Category |
|
Mr. Pravin Dilip Pawar |
Chairman |
I & NED |
|
Mr. K. Chandran |
Member |
WTD |
|
Ms. Anupama Vaidya |
Member |
I & NED |
RISK MANAGEMENT COMMITTEE:
A statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company.
The Board of Directors of the Company has constituted Risk Management Committee to consider the potential risks of the business of the Company and to plan for the mitigation of the same.
In the opinion of the Board, Risk Management Committee has developed and implemented the risk management policy of the Company.
There are no elements of risk that threaten the existence of the company based on the above policy.
As on 31 March 2024, following are the members of the Risk Management Committee:
|
Sr. No. |
Name of Directors |
Designation |
Category |
|
1 |
Mr. N. K. Puri (upto 31.03.2024) |
Chairperson |
I & NED |
|
2 |
Ms. Pallavi P Shedge (upto 13.02.2024) |
Member |
I & NED |
|
3 |
Mr. K. Chandran |
Member |
WTD |
|
4 |
Ms. Anupama Vaidya (w.e.f. 21.08.2023) |
Member |
I & NED |
|
5 |
Mr. Mohan Kumar Rayana (w.e.f. 21.08.2023) |
Member |
WTD |
|
6 |
Mr. Pravin Dilip Pawar (w.e.f. 18.11.2023) |
Member |
I & NED |
CORPORATE GOVERNANCE:
In compliance with Regulation 34 (3) read with Schedule V (C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance forms part of this Annual Report. The Auditors'' certificate certifying compliance with the conditions of Corporate Governance as prescribed under Schedule V (E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report.
PARTICULARS OF EMPLOYEES:
Disclosure pertaining to the remuneration and other details as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure-IV and forms part of this Report.
Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 pertaining to the top ten names and other particulars of employees also form part of this report. However, this information is not sent along with this report pursuant to the proviso to Section 136(1) of the Act. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary/Compliance Officer at the Registered office address of the Company and the same will be furnished on request.
SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:
There are no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company, pursuant to Section 177 of the Companies Act, 2013 read along with the rules made thereunder and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, have established vigil mechanism for Director and Employees to report concern about unethical behavior, actual or suspected fraud or violation of Company''s code of conduct or ethics policy. The Whistle Blower Policy is posted on the website of the Company at www.wanburv.com.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
The Company has not received any sexual harassment complaint during the Financial Year under review.
EMPLOYEE STOCK OPTION SCHEME:
The Company has instituted Employee Stock Option Scheme 2016 (âWanbury ESOP 2016â) which was approved by the shareholders vide their resolution dated 29 September, 2016 to reward eligible employees. Pursuant to the said scheme and on the recommendation of the Nomination and Remuneration Committee, the Board had granted 7,10,000 options to employees. During the year ended 31 March, 2024, 40,000 options were allotted. 30,000 options are outstanding as on 31 March, 2024.
The information required to be disclosed in terms of the provisions of the SEBI (Share Based Employee Benefits) Regulations, 2014 is enclosed as Annexure-V to this report.
SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meeting'' respectively, have been duly followed by the Company.
UNCLAIMED DIVIDEND & SHARES
Pursuant to the applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of the seven years. Further, according to the Rules, the shares on which the dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividend of ? 4,14,937/- for the Financial Year 2009-10.
Further, 3,38,465 corresponding shares were transferred as per the requirement of the IEPF Rules. The details are available on the website, at www.wanbury.com/PaidUnpaidDividends.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
As required by Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo is given as Annexure - VI forming part of this report.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of sub-section (5) of Section 134 of the Companies Act, 2013, your Directors confirm that:
i. in the preparation of the annual accounts for the Financial Year ended on 31 March, 2024 the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii. the accounting policies had been selected and applied 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 ended on 31 March, 2024 and of the profit and loss of the Company for that year;
iii. proper and sufficient care had been taken for the maintenance of 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;
iv. the annual accounts had been prepared on a going concern basis;
v. internal financial controls, to be followed by the Company, have been laid down and these controls are adequate and were operating effectively; and the Company has devised proper systems which are in place to ensure compliance with the provisions of all applicable laws which are considered adequate and are operating effectively.
GREEN INITIATIVE:
Your Company has adopted green initiative to minimize the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those members whose email addresses are available with the Company. Your Company appeals other Members also to register themselves for receiving Annual Report in electronic form.
ACKNOWLEDGEMENTS:
Your Company and its Directors wish to extend their sincere thanks to the Bankers, Central & State Government, Customers, Suppliers, Stakeholders and Staff for their continuous co-operation and guidance and also looking forward for the same in future.
For and on behalf of the Board of Directors K. Chandran Pravin Dilip Pawar
Mumbai, 16 May, 2024 Vice Chairman Director
DIN: 00005868 DIN: 10356479
Mar 31, 2023
The Directors have pleasure in presenting herewith the 35th Annual Report of the business and operations alongwith Audited Financial Statements of the Company for the Financial Year ended 31st March, 2023.
FINANCIAL HIGHLIGHTS (STANDALONE):
The summarised financial highlights for the year under review are as under:
|
(Rs. in Lakhs) |
||
|
PARTICULARS |
2022-2023 |
2021-2022 |
|
Total Revenue from operations |
49,964.69 |
51,118.57 |
|
Other Income |
91.32 |
150.79 |
|
Total Income |
50,056.01 |
51,269.36 |
|
Total Expenses |
51,025.31 |
50,793.35 |
|
Profit /(Loss) Before Exceptional Items & Tax |
(969.30) |
476.01 |
|
Exceptional Items - Gain on Sale of Brands |
(59.38) |
7,636.76 |
|
Profit /(Loss) Before Tax |
(1,028.68) |
8,112.77 |
|
Less: Tax including deferred Tax |
10.90 |
(34.62) |
|
Net Profit / (Loss) after tax |
(1,039.58) |
8,147.39 |
The Consolidated Financial Statements of your Company for the Financial Year 2022-2023 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with Ind AS 110 -''Consolidated Financial Statements''. The Consolidated Financial Statements have been prepared on the basis of audited financial statements of your Company, its subsidiaries and associate companies, as approved by the respective Board of Directors.
During the year under review, no amount was transferred to general reserves.
OPERATIONAL REVIEW/AFFAIRS OF THE COMPANY & FUTURE OUTLOOK:
The Financial Highlights are as under:
The Total Income for the Financial Year under review was ? 49,964.69 Lakhs as against ? 51,118.57 Lakhs in the previous year. The Total Expenses incurred in the current Financial Year was ? Rs. 51,025.31 Lakhs as against ? 50,793.35 Lakhs in the previous year.
The loss for the Financial Year under review was ? 1,039.58 Lakhs as against a profit of ? 8,147.39 Lakhs in the previous Financial Year.
The paid up capital of the Company is ? 32,70,54,980/- The Company had issued 40,000 equity shares under ESOP scheme 2016 during the financial year 2022-2023.
MANAGEMENT''S DISCUSSION AND ANALYSIS:
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate section on Management Discussion and Analysis (MDA), which also includes further details on the state of affairs of the Company, forms part of this Annual Report.
As the net worth of the Company is negative, the Board of Directors of the Company has not recommended any dividend for the Financial Year 2022-2023.
Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return as on 31st March, 2023, is placed on the website of the Company at http://www.wanburv.com/.
The Company has not accepted any deposits during the year under review. Further, there are no deposits which remained unpaid / unclaimed at the beginning or at the end of the year under review.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of the Company consists of the following:
|
Sr. No. |
Name of Directors |
Category |
|
1 |
Mr. K. Chandran |
Promoter and Executive Director |
|
2 |
Mr. N. K. Puri |
Non-Executive Independent Director |
|
3 |
Ms. Pallavi P Shedge |
Non-Executive Independent Woman Director |
|
4 |
Mr. Binod Chandra Maharana |
Non-Executive Independent Director (upto 16.03.2023) |
|
5 |
Dr. Manisha Juvekar |
Non-Executive Independent Director (upto 16.03.2023) |
|
6 |
Ms. Anupama Vaidya |
Non-Executive Independent Director (upto 16.03.2023) |
Mr. N. K. Puri and Ms. Pallavi P Shedge are Independent Directors who are not liable to retire by rotation.
The terms and conditions of appointment of the Independent Directors and details of the familiarization programs formulated to educate the Directors regarding their roles, rights and responsibilities in the Company and the nature of the industry in which the Company operates, the business model of the Company, etc. are placed on the website of the Company < http://www.wanbury.com/>.
In accordance with the provisions of Section 152 (6) of the Act and the Articles of Association of the Company, Mr. K. Chandran, Executive Director, who has been longest in the office, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
The notice convening the AGM includes the proposal for re-appointment of Mr. K. Chandran, as an Executive Director.
Other than this, no Director or Key Managerial Personnel was appointed or has resigned during the year under review. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
Four (4) Board Meetings were held during the Financial Year 2022-2023. These meetings were held on 22 June 2022, 10 August 2022, 28 November, 2022 and 14 February, 2023.
DECLARATION BY INDEPENDENT DIRECTORS:
Independent Directors have given necessary declaration that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 read with the Schedules and Rules made thereunder as well as Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Further all the Independent Director are registered on Independent Director Database.
ANNUAL PERFORMANCE EVALUATION:
The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other Individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors.
The Company follows the best practices prevalent in the industry with respect to evaluation of Board Members.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:
The Company has not given any loans, guarantee and made any investments pursuant to the provisions of Section 186 of Companies Act, 2013 during the year under review.
DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
Your Company has four foreign subsidiaries viz. Wanbury Holdings B. V. (Netherland), Wanbury Global FZE (UAE), Ningxia Wanbury Fine Chemicals Co. Ltd. (China) and Cantabria Pharma S. L. (Spain).
The accounts of Cantabria Pharma S. L. is not available due to the Company is being into liquidation.
The salient features of the financial statements of the subsidiaries in pursuance of Section 129 (3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014 are given in prescribed Form AOC-1 attached as Annexure - I to this report.
The Company is not having any Holding Company or Joint Venture or any Associate Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Pursuant to the provisions of Section 188 of Companies Act, 2013, all contracts / arrangements / transactions entered into by the Company during the Financial Year with related parties were in the ordinary course of business and on an arm''s length basis. During the year under review, the Company had not entered into any contract / arrangement / transaction with related parties, which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
The transactions entered into with M/s. Wanbury Infotech Private Limited, related party are in the normal course of business and at arm''s length basis. The Policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed on the Company''s website at www.wanburv.com.
The details, in specified format in Form AOC-2, of the transactions with the related parties are given in the Annexure - II forming part of this report.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICH FINANCIAL RESULTS RELATE AND THE DATE OF THIS REPORT:
No material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report.
As per the provisions of sections 139, 141 of the Companies Act, 2013 and rules made thereunder (hereinafter referred to as âThe Actâ), the Company at its Board Meeting Held on 22 June, 2022 subject to approval of members in the Annual General Meeting (âAGMâ) held on 28 September, 2022 approved the re-appointment of M/S. V PAREKH & ASSOCIATES, Chartered Accountants (Firm Regn. No. 107488W) as statutory auditors for a period of 5 years commencing from the conclusion of 34th AGM till the conclusion of the 39th AGM.
The Notes on Financial Statements referred to in the Auditors Reports for the FY 2023 are self-explanatory and do not call for any comments and explanation.
The observations made in the Standalone Auditor''s Report read together with relevant notes thereon are self explanatory and explained in notes to accounts and hence do not call for any further comments under the Companies Act, 2013. Auditors'' Report to the Shareholders for the year under review does not contain any qualification, reservation or adverse remark or disclaimer.
Your Directors have appointed M/S. GMVP & ASSOCIATES, LLP, Cost Accountant, Mumbai as the Cost Auditor for the Financial Year 2022-2023. M/S. GMVP & ASSOCIATES, LLP, Cost Accountant, Mumbai will submit the Cost Audit Report alongwith necessary annexure to the Central Government (Ministry of Corporate Affairs) in the prescribed form within specified time and at the same time forward a copy of such report to your Company.
The Cost Audit Report for the Financial Year ended 31st March, 2022 which was due for filing upto 31st October, 2022 was filed with the Central Government (Ministry of Corporate Affairs) on 5th September, 2022.
The Board of Directors at its meeting held on 7th July, 2023 has appointed M/s. Manish Shukla & Associates, Cost Accountant, Mumbai as Cost Auditor of the Company for the Financial Year 2023-2024. As required by Section 148 of the Act, necessary resolution has been included in the Notice convening the 35th Annual General Meeting, seeking approval by Members for the appointment & remuneration proposed to be paid to M/s. Manish Shukla & Associates, Cost Accountant, Mumbai as Cost Auditor of the Company for the Financial Year 2023-2024.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS & INTERNAL AUDIT:
Your Company has in place adequate internal financial control systems, commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the operations was observed. The Company has appropriate policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence of the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.
M/s. BDO India LLP, Mumbai, Internal Auditors of the Company, monitor and evaluate the efficacy and adequacy of internal control systems in the Company. Based on the report of the Internal Auditors, respective departments undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
Your Company has a robust financial closure self-certification mechanism wherein the line managers certify adherence to various accounting policies, accounting hygiene and accuracy of provisions and other estimates.
Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed Ms. Kala Agarwal, Practicing Company Secretary [FCS No.: 5976 and COP No.: 5356] to conduct the Secretarial Audit of the Company for the Financial Year ended on 31st March, 2023 (i.e. from 1st April, 2022 to 31st March, 2023). The Secretarial Audit Report in Form MR-3 is annexed as Annexure - III to this report.
The observations made in the Secretarial Audit Report are as under:
i. Only 90.03% of the Shareholding of Promoter & Promoter Group is in dematerialised form. However, as per SEBI circular No. SEBI/Cir/ISD/05/2011 & Regulation 31(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, 100 % Shareholding of Promoter & Promoter Group has to be in dematerialised form.
ii. As per Regulation 33(3)(d) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, every listed Company is required to approve their audited Financial Statements within 60 days from end of each Financial Year, however the Company had delayed in holding Board Meeting for approving audited Financial Statements for the Financial Year ended 31st March, 2022 and the Company had paid the penalty to BSE and National Stock Exchange of India for the said delays.
iii. As per Regulation 33(3)(a) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, every listed Company is required to approve their quarterly un-audited/audited Financial Statements within 45 days from end of each quarter, however the Company had delayed in holding Board Meeting for approving Financial Statements for the quarter ended 30th September, 2022 and the Company had paid the penalty to BSE and National Stock Exchange for the said delays.
iv. As per Regulation 17(1)(c) The Composition of Board of Directors should be 6. The tenure of Mr. Binod Chandra Maharana, Ms. Manisha Juvekar and Ms. Anupama Vaidya has been completed on 16th March, 2023 and due to such completion, the composition of Board of Directors has fallen below 6.
v. As per Regulation 19 (b) of the SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015; All directors of the Nomination and Remuneration Committee shall be non-executive directors. The Member of the Nomination and Remuneration Committee includes Mr. Chandran Krishnamoorthy who is an Executive Director.
vi. As per Regulation 18(2)(b) of the SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015, the audit committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings. However, there was a gap of 133 days between Board Meeting held on 08th February, 2022 and 22nd June, 2022
vii. As per Section 173 of Companies Act, 2013 and Secretarial Standards I, the gap between two Board Meeting shall not exceed 120 days. However, there was a gap of 124 days between Board Meeting held on 17 February, 2022 and 22 June, 2022.
Management Response to the aforesaid observations verbatim are as under:
i. The share certificate aggregating 30,24,000 Equity Shares held by M/s. Kingsbury Investment INC. (Promoter Group Company) of Wanbury Limited. These shares held by them are in physical mode. The Company is undertaking necessary steps to dematerialize these shares.
ii. The Company has paid Penalty aggregating to Rs. 1,15,000/- to the BSE Limited on 1 July, 2022 and NSE Limited on 1 July, 2022 respectively for non-compliance of Regulation 33 of Listing Regulations regarding delay in declaring AFR for the year ended 31 March, 2022 .
iii. The Company has paid Penalty aggregating to Rs. 70,000/- to the BSE Limited on 15 December, 2022 and NSE Limited on 15 December, 2022 respectively for non-compliance of Regulation 33 of Listing Regulations regarding delay in declaring UFR for the quarter ended 30 September, 2022.
iv. The Company is in the process of complying with Regulation 17(1) and have also paid the necessary penalty to BSE & NSE for the same.
v. The Company will re-constitute the Nomination and Remuneration Committee as required under Regulation 19 (b) of the SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015;
vi. The Company has paid the necessary penalty to the stock exchange on account of late holding of Board Meeting and will take care in future to comply with the Listing Regulation.
vii. The Company has paid the necessary penalty to the stock exchange on account of late holding of Board Meeting and will take care in future to comply with the Listing Regulation.
CORPORATE SOCIAL RESPONSIBILITY POLICY:
Provisions of Section 135 of the Companies Act 2013 relating to Corporate Social Responsibility are not applicable to the Company.
Therefore, the Company has not constituted Corporate Social Responsibility Committee.
Your Company''s Audit Committee has been constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013.
During the year under review, Four (4) meetings of the Audit Committee were held on 22 June 2022, 10 August 2022, 28 November 2022 and 14 February, 2023 along with the Board Meetings.
Following are the Members of the Audit Committee:
|
Sr. No. |
Name of Directors |
Designation |
Category |
|
1 |
Mr. N. K. Puri |
Chairperson |
I & NED |
|
2 |
Ms. Pallavi P Shedge |
Member |
I & NED |
|
3 |
Mr. K. Chandran |
Member |
P & WTD |
|
4 |
Mr. Binod Chandra Maharana |
Member (upto 16.03.2023) |
I & NED |
|
5 |
Dr. Manisha Juvekar |
Member (upto 16.03.2023) |
I & NED |
|
6 |
Ms. Anupama Vaidya |
Member (upto 16.03.2023) |
I & NED |
The details pertaining to the Broad terms and conditions of the Audit Committee are included given in Corporate Governance Report, which form part of this report
NOMINATION AND REMUNERATION COMMITTEE:
Nomination and Remuneration Policy inter alia containing appointment criteria, qualifications, positive attributes, independence of Directors, removal, retirement and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel of the Company has been formulated by the Nomination and Remuneration Committee of the Company and approved by the Board of Directors.
Following are the Members of the Nomination and Remuneration Committee:
|
Sr. No. |
Name of Directors |
Designation |
Category |
|
1 |
Mr. N. K. Puri |
Member |
I & NED |
|
2 |
Ms. Pallavi P Shedge |
Member |
I & NED |
|
3 |
Mr. K. Chandran |
Member |
P & WTD |
|
4 |
Mr. Binod Chandra Maharana |
Member (upto 16.03.2023) |
I & NED |
|
5 |
Dr. Manisha Juvekar |
Member (upto 16.03.2023) |
I & NED |
|
6 |
Ms. Anupama Vaidya |
Member (upto 16.03.2023) |
I & NED |
Nomination and Remuneration Policy is available on the website of the Company at www.wanburv.com STAKEHOLDERS RELATIONSHIP COMMITTEE:
Your Company Stakeholder Relationship Committee has been constituted in accordance with the Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in order to specifically look in to the mechanism of Redressal of grievances of Shareholders.
Following are the Members of the Stakeholder Relationship Committee:
|
Sr. No. |
Name of Directors |
Designation |
Category |
|
1 |
Mr. N. K. Puri |
Member |
I & NED |
|
2 |
Ms. Pallavi P Shedge |
Member |
I & NED |
|
3 |
Mr. K. Chandran |
Member |
P & WTD |
|
4 |
Mr. Binod Chandra Maharana |
Member (upto 16.03.2023) |
I & NED |
|
5 |
Dr. Manisha Juvekar |
Member (upto 16.03.2023) |
I & NED |
|
6 |
Ms. Anupama Vaidya |
Member (upto 16.03.2023) |
I & NED |
The Board of Directors of the Company has constituted Risk Management Committee to consider the potential risks of the business of the Company and to plan for the mitigation of the same.
Following are the members of the Risk Management Committee:
|
Sr. No. |
Name of Directors |
Designation |
Category |
|
1 |
Mr. N. K. Puri |
Chairperson |
I & NED |
|
2 |
Ms. Pallavi P. Shedge |
Member |
I & NED |
|
3 |
Mr. K. Chandran |
Member |
P & WTD |
|
4 |
Mr. Binod Chandra Maharana |
Member (upto 16.03.2023) |
I & NED |
|
5 |
Dr, Manisha Juvekar |
Member ((upto 16.03.2023)) |
I & NED |
|
6 |
Ms. Anupama Vaidya |
Member ((upto 16.03.2023)) |
I & NED |
In compliance with Regulation 34 (3) read with Schedule V (C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance forms part of this Annual Report. The Auditors'' certificate certifying compliance with the conditions of Corporate Governance as prescribed under Schedule V (E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report.
Disclosure pertaining to the remuneration and other details as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure-IV and forms part of this Report.
Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 pertaining to the top ten names and other particulars of employees also form part of this report. However, this information is not sent along with this report pursuant to the proviso to Section 136(1) of the Act. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary/Compliance Officer at the Registered office address of the Company and the same will be furnished on request.
SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:
Nil.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company, pursuant to Section 177 of the Companies Act, 2013 read along with the rules made thereunder and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, have established vigil mechanism for Director and Employees to report concern about unethical behavior, actual or suspected fraud or violation of Company''s code of conduct or ethics policy. The Whistle Blower Policy is posted on the website of the Company at www.wanburv.com.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
The Company has not received any sexual harassment complaint during the Financial Year under review.
The Company has instituted Employee Stock Option Scheme 2016 (âWanbury ESOP 2016â) which was approved by the shareholders vide their resolution dated 29th September, 2016 to reward eligible employees. Pursuant to the said scheme and on the recommendation of the Nomination and Remuneration Committee, the Board had granted 50,000 options to employees. During the year ended 31st March, 2023, 40,000 options were allotted. 4,55,000 options are outstanding as on 31st March, 2023.
The information required to be disclosed in terms of the provisions of the SEBI (Share Based Employee Benefits) Regulations, 2014 is enclosed as Annexure-V to this report.
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meeting'' respectively, have been duly followed by the Company.
Pursuant to the applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of the seven years. Further, according to the Rules, the shares on which the dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividend of ? 4,14,937/- for the Financial Year 2009-10.
Further, 3,38,865 corresponding shares were transferred as per the requirement of the IEPF Rules. The details are available on the website, at www.wanburv.com/PaidUnpaidDividends.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
As required by Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo is given as Annexure - VI forming part of this report.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of sub-section (5) of Section 134 of the Companies Act, 2013, your Directors confirm that:
i. in the preparation of the annual accounts for the Financial Year ended on 31st March, 2023 the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii. the accounting policies had been selected and applied 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 ended on 31st March, 2023 and of the profit and loss of the Company for that year;
iii. proper and sufficient care had been taken for the maintenance of 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;
iv. the annual accounts had been prepared on a going concern basis;
v internal financial controls, to be followed by the Company, have been laid down and these controls are adequate and were operating effectively; and the Company has devised proper systems which are in place to ensure compliance with the provisions of all applicable laws which are considered adequate and are operating effectively.
Your Company has adopted green initiative to minimize the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those members whose email addresses are available with the Company. Your Company appeals other Members also to register themselves for receiving Annual Report in electronic form.
Your Company and its Directors wish to extend their sincere thanks to the Bankers, Central & State Government, Customers, Suppliers, Stakeholders and Staff for their continuous co-operation and guidance and also looking forward for the same in future.
Mar 31, 2018
The Members,
The Directors have pleasure in presenting herewith the 30th Annual Report of the business and operations alongwith Audited Financial Statements of the Company for the Financial Year ended 31st March, 2018.
FINANCIAL HIGHLIGHTS (STANDALONE):
The summarised financial highlights for the year under review are as under:
(Rs. in Lakhs)
|
PARTICULARS |
2017-18 |
2016-17 |
|
Total Revenue from operations |
37,417.23 |
44,363.45 |
|
Other Income |
7,613.85 |
8,969.46 |
|
Total Income |
45,031.08 |
53,332.91 |
|
Total Expenses |
48,267.57 |
47,092.91 |
|
Profit /(Loss) Before Tax |
(3,236.49) |
6,240.00 |
|
Less: Tax |
(37.76) |
38.33 |
|
Net Profit / (Loss) after tax |
(3,198.73) |
6,201.66 |
* The Company has transitioned the basis of accounting from Indian Generally Accepted Accounting Principles (âIGAAP") to (Indian Accounting Standards)Ind AS with effect from 1st April, 2017. Hence, numbers are not strictly comparable. Please refer note no. 67 on page no. 101.
CONSOLIDATED ACCOUNTS:
The Consolidated Financial Statements of your Company for the Financial Year 2017-18 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with Ind AS 110 -''Consolidated Financial Statements''. The Consolidated Financial Statements have been prepared on the basis of audited financial statements of your Company, its subsidiaries and associate companies, as approved by the respective Board of Director.
OPERATIONAL REVIEW/AFFAIRS OF THE COMPANY & FUTURE OUTLOOK:
The Financial Highlights are as under:
The Total Income for the Financial Year under review was Rs.45,031.08 Lakhs as against Rs.53,332.91 Lakhs in the previous year. The Total Expenses incurred in the current Financial Year was Rs.48,267.57 Lakhs as against Rs.47,092.91 Lakhs in the previous year. Exceptional items during the year under review were Nil as against Nil in the previous year.
The Loss after tax for the Financial Year under review was (Rs. 3,198.73 Lakhs) as against a Profit after tax of Rs.6,201.66 Lakhs for the previous Financial Year.
SHARE CAPITAL:
As part of Restructuring of Debt, State Bank of India (SBI) has assigned its loan to M/s. Edelweiss Asset Reconstruction Company Ltd. (âEARCâ) as a Trustee of EARC Trust SC 145 and as per the mutually agreed terms between the Company & Edelweiss, the Company has allotted 5,00,000 Zero % Compulsorily Convertible Debentures (CCDs) of face value of Rs.200/- each at par aggregating to Rs.10 Crore convertible into equal number of equity share within a period of 18 months from the date of allotment at a conversion price of Rs.200/- per equity share (Face Value of Rs.10/- and Premium of Rs.190/-) to M/s. Edelweiss Asset Reconstruction Company Ltd. (âEARCâ) as a Trustee of EARC Trust SC 145 on a preferential basis.
During the year under review, the Company has allotted 5,00,000 Equity Shares on 6th March, 2018 pursuant to the conversion of the CCDs at a price of Rs.200/- (Face Value Rs.10/- and Premium Rs.190/-) per Equity Share to M/s. Edelweiss Asset Reconstruction Company Ltd. (âEARCâ) as a Trustee of EARC Trust SC 145.
After this allotment, the paid up capital of the Company has increased from Rs.23,22,01,170/- to Rs.23,72,01,170/- .
MANAGEMENTâS DISCUSSION AND ANALYSIS:
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate section on Management Discussion and Analysis (MDA), which also includes further details on the state of affairs of the Company, forms part of this Annual Report.
DIVIDEND:
As the net worth of the Company is in the negative, the Board of Directors of the Company has not recommended any dividend for the Financial Year 2017-2018.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92 of the Companies Act, 2013, extract of Annual Return of the Company in Form MGT-9 is annexed here with as Annexure - I to this Report.
DEPOSITS:
The Company has not accepted any deposits during the year under review. Further, there are no deposits which remained unpaid / unclaimed at the beginning or at the end of the year under review.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of the Company consists of the following:
|
Sr. No. |
Name of Directors |
Category |
|
1. |
Mr. K. Chandran |
Promoter and Executive Director |
|
2. |
Mr. N. K. Puri |
Non-Executive Independent Director |
|
3. |
Mr. S.K. Bhattacharyya |
Non-Executive Independent Director |
|
4. |
Mr. Divakar Kaza |
Non-Executive Independent Director (up to 08.02.2018) |
|
5. |
Ms. Poonam Arya Bharti $ |
Non-Executive Independent Woman Director |
$ The term of Ms. Poonam Arya Bharti has completed on 29th May, 2018. However, the Board of Directors at their meeting held on 10th August, 2018 has re-appointed Ms. Poonam Arya Bharti as an Additional Director (Non-Executive Independent Woman Director).
The Board, at its meeting held on 30th May, 2017 has appointed Mr. Divakar Kaza as Non-Executive Independent Director and Ms. Poonam Arya Bharti as Non-Executive Independent Woman Director for a term of one year.
The Board has re-appointed Ms. Poonam Arya Bharti (DIN-01165995), as an Additional Director in the capacity of Non-Executive Independent Woman Director of the Company at its meeting held on 10th August, 2018, subject to approval of the Shareholders, who will hold office till the conclusion of ensuing Annual General Meeting and is eligible for re-appointment.
Mr. N. K. Puri, Mr. S. K. Bhattacharyya and Ms. Poonam Arya Bharti are Independent Directors who are not liable to retire by rotation.
The terms and conditions of appointment of the Independent Directors and details of the familiarization programs formulated to educate the Directors regarding their roles, rights and responsibilities in the Company and the nature of the industry in which the Company operates, the business model of the Company, etc. are placed on the website of the Company < http://www.wanbury.com/>.
In accordance with the provisions of Section 152 (6) of the Act and the Articles of Association of the Company, Mr. K. Chandran, Executive Director, who has been longest in the office, retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
The notice convening the AGM includes the proposal for appointment /re-appointment of Directors.
Mr. Prashant Menon, Formulation-Director (Sales and Marketing) appointed w.e.f. 11th May, 2017.
Dr. Shireesh Ambhaikar, President-Operations, API Business appointed w.e.f. 28th September, 2017.
Other than this, no Director or Key Managerial Personnel was appointed or has resigned during the year under review.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
Five (5) Board Meetings were held during the Financial Year 2017-18. These meetings were held on 30th May 2017, 11th September 2017, 29th September 2017, 7th December 2017 and 8th February, 2018.
DECLARATION BY INDEPENDENT DIRECTORS:
Independent Directors have given declaration that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 read with the Schedules and Rules made thereunder as well as Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
ANNUAL PERFORMANCE EVALUATION:
The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other Individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors.
The Company follows the best practices prevalent in the industry with respect to evaluation of Board Members.
The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at www.wanbury.com.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:
The Company has not given any loans, guarantee and made any investments pursuant to the provisions of Section 186 of Companies Act, 2013 during the year under review.
DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
Your Company has four foreign subsidiaries viz. Wanbury Holdings B. V. (Netherland), Wanbury Global FZE (UAE), Ningxia Wanbury Fine Chemicals Co. Ltd. (China) and Cantabria Pharma S. L. (Spain).
The accounts of Cantabria Pharma S. L. is not available due to the companies being into liquidation.
The salient features of the financial statements of the subsidiaries in pursuance of Section 129 (3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014 are given in prescribed Form AOC-1 attached as Annexure - II to this report.
The Company is not having any Holding Company or Joint Venture or any Associate Company.
The details in specified format on the performance and financial position of other subsidiary companies are attached as Annexure - II to this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Pursuant to the provisions of Section 188 of Companies Act, 2013, all contracts / arrangements / transactions entered into by the Company during the Financial Year with related parties were in the ordinary course of business and on an arm''s length basis. During the year under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
The transactions entered into with M/s. Wanbury Infotech Private Limited, related party are in the normal course of business and on at arm''s length basis. The Policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed on the Company''s website at www.wanbury.com.
The details, in specified format in Form AOC-2, of the transactions with the related parties are given in the Annexure - III forming part of this report.
AUDITORSâ AND AUDITORS REPORT:
STATUTORY AUDITORS:
M/s. V. Parekh & Associates, Chartered Accountants (Firm Registration No. 107488W), Mumbai was appointed as Statutory Auditors of the Company by the Members vide resolution dated 7th July, 2018 passed through Postal Ballot to fill the casual vacancy in the office of Statutory Auditors arouse due to the resignation of M/s. Jayantilal Thakkar & Co., Chartered Accountants, (Firm Registration No. 104133W), Mumbai, until the conclusion of the ensuing Annual General Meeting.
The Board place on records its sincere appreciation for the valuable services rendered by M/s. Jayantilal Thakkar & Co., Chartered Accountants, (Firm Registration No. 104133W), Mumbai during its association with the Company.
The re-appointment of Statutory Auditors for a term of 1 (one) year from the conclusion of 30th (this) Annual General Meeting till the conclusion of 31st Annual General Meeting was recommended by the Audit Committee and the Board of Directors respectively in their meeting held on 10th August, 2018 subject to the approval of the Members in the ensuing Annual General Meeting to be held on Thursday, 27th September, 2018. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of Section 141 of the Companies Act, 2013.
The Notes on Financial Statements referred to in the Auditors Reports are self-explanatory and do not call for any comments and explanation.
The observations made in the Standalone Auditor''s Report read together with relevant notes thereon are self explanatory and explained in notes to accounts and hence do not call for any further comments under the Companies Act, 2013. Auditorsâ Report to the Shareholders for the year under review does not contain any qualification, reservation or adverse remark or disclaimer.
COST AUDITOR:
Your Directors have appointed M/s. Hemant Shah & Associates, Cost Accountant as the Cost Auditor for the Financial Year 2017-18. M/s. Hemant Shah & Associates will submit the Cost Audit Report alongwith necessary annexure to the Central Government (Ministry of Corporate Affairs) in the prescribed form within specified time and at the same time forward a copy of such report to your Company.
The Cost Audit Report for the Financial Year ended 31st March, 2017 which was due for filing on 30th September, 2017 was filed with the Central Government (Ministry of Corporate Affairs) on 10th October, 2017.
The Board of Directors at its meeting held on 10th August, 2018 has appointed M/s. D. C. Dave & Co., Cost Accountant, Mumbai as Cost Auditor of the Company for the Financial Year 2018-19 in place of M/s. Hemant Shah & Associates, Cost Accountant. As required by Section 148 of the Act, necessary resolution has been included in the Notice convening the 30th Annual General Meeting, seeking approval by Members for the appointment & remuneration proposed to be paid to M/s. D. C. Dave & Co., Cost Accountant, Mumbai as Cost Auditor of the Company for the Financial Year 2018-19.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company has in place adequate internal financial control systems, commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the operations was observed. The Company has appropriate policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence of the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.
M/s. BDO India LLP, Mumbai, Internal Auditors of the Company monitor and evaluate the efficacy and adequacy of internal control systems in the Company. Based on the report of the Internal Auditors, respective departments undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
Your Company has a robust financial closure self-certification mechanism wherein the line managers certify adherence to various accounting policies, accounting hygiene and accuracy of provisions and other estimates.
SECRETARIAL AUDIT REPORT:
Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed Ms. Kala Agarwal, Practicing Company Secretary [FCS No.: 5976 and COP No.: 5356] to conduct the Secretarial Audit of the Company for the Financial Year ended on 31st March, 2018 (i.e. from 1st April, 2017 to 31st March, 2018). The Secretarial Audit Report in Form MR-3 is annexed as Annexure - IV to this report.
The observations made in the Secretarial Audit Report are as under:
1. The Company has delayed in registering modification of charge and thus filed petition before the Regional Director under Section 87 of the Companies Act, 2013 for Condonation of delay in registering modification of charge.
ii. Only 76.79% of the Shareholding of Promoter & Promoter Group is in dematerialised form. However, as per SEBI circular No. SEBI/Cir/ISD/05/2011 & Regulation 31(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, 100 % Shareholding of Promoter & Promoter Group has to be in dematerialised form.
iii. The Company has filed an Application with Central Government in Form MR-2 for seeking approval for payment of excess remuneration to Whole-time Director for the year ended 31st March, 2016. The Company has yet not made application for the Financial year 2016-17 & 2017-18.
iv. The Company has received the penalty notice from the BSE Limited for Non-Compliance of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 i.e. for delay in conducting the Board Meeting for the second quarter ended on 30th September, 2016 for the Financial Year 2016-17 on 7th June, 2017 as per SEBI Circular No. CIR/CFD/ CMD/12/2015 dated 30th November, 2015.
Management Response to the aforesaid observations verbatim are as under:
1 . Due to inadvertence and other reasons, there was delay in registering modification of charge and thus filed petition before the Regional Director under Section 87 of the Companies Act, 2013 for Condonation of delay in registering modification of charge and the approval of the same is in process.
2. The share certificate aggregating 30,24,000 Equity Shares held by M/s. Kingsbury Investment INC. (Promoter Group Company) of Wanbury Limited. These shares held by them are in physical mode. The Company is undertaking necessary steps to dematerialized these shares.
3. The Company had paid excess remuneration to Mr. K. Chandran, Whole-time Director of the Company beyond the prescribed limits under Section 197 read with Schedule V of the Companies Act, 2013. The Company has received some queries from Central Government and resubmitted Form MR-2 for seeking Central Governmentâs approval for payment of excess remuneration for the Financial Year ended 31st March, 2016 exceeding the limits provided in Schedule V and the approval from Central Government is awaited. After getting the approval, the Company will make the application for the Financial Year 2016-17 & 2017-18 in due course of time.
4. The Company has paid the Penalty to the BSE Limited for Non-Compliance of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 i.e. for delay in conducting the Board Meeting for the second quarter ended 30th September, 2016 for the Financial Year 2016-17 as per SEBI Circular No. CIR/CFD/CMD/12/2015 dated 30th November, 2015.
CORPORATE SOCIAL RESPONSIBILITY POLICY:
Provisions of Section 135 of the Companies Act 2013 related with Corporate Social Responsibility are not applicable to the Company. Therefore, the Company has not constituted Corporate Social Responsibility Committee.
AUDIT COMMITTEE:
Your Company''s Audit Committee has been constituted in accordance with the provisions of Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013.
During the year under review, four Meetings of the Audit Committee were held on 30th May 2017, 11th September 2017, 7th December 2017 & 8th February 2018 along with the Board Meetings.
Following are the Members of the Audit Committee:
|
Sr. No. |
Name of Directors |
Designation |
Category |
|
1 |
Mr. N. K. Puri |
Chairman |
I & NED |
|
2 |
Mr. S. K. Bhattacharyya |
Member |
I & NED |
|
3 |
Mr. Divakar Kaza |
Member (upto 08.02.2018) |
I & NED |
|
4 |
Ms. Poonam Arya Bharti |
Member |
I & NED |
|
5 |
Mr. K. Chandran |
Member |
P & WTD |
The Broad terms and conditions are already given in Corporate Governance Report.
The Members are requested to refer to the same.
NOMINATION AND REMUNERATION COMMITTEE:
Nomination and Remuneration Policy inter alia containing appointment criteria, qualifications, positive attributes, independence of Directors, removal, retirement and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel of the Company has been formulated by the Nomination and Remuneration Committee of the Company and approved by the Board of Directors.
Following are the Members of the Nomination and Remuneration Committee:
|
Sr. No. |
Name of Directors |
Designation |
Category |
|
1 |
Ms. Poonam Arya Bharti |
Chairperson |
I & NED |
|
2 |
Mr. S. K. Bhattacharyya |
Member |
I & NED |
|
3 |
Mr. N. K. Puri |
Member |
I & NED |
|
4 |
Mr. Divakar Kaza |
Member (upto 08.02.2018) |
I & NED |
Nomination and Remuneration Policy is available on the website of the Company at www.wanbury.com
STAKEHOLDERS RELATIONSHIP COMMITTEE:
Your Company Stakeholder Relationship Committee has been constituted in accordance with the Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in order to specifically look in to the mechanism of Redressal of grievances of Shareholders.
Following are the Members of the Stakeholder Relationship Committee:
|
Sr. No. |
Name of Directors |
Designation |
Category |
|
1 |
Mr. S. K. Bhattacharya |
Chairman |
I & NED |
|
2 |
Mr. N. K. Puri |
Member |
I & NED |
|
3 |
Mr. Divakar Kaza |
Member (upto 08.02.2018) |
I & NED |
|
4 |
Ms. Poonam Arya Bharti |
Member |
I & NED |
|
5 |
Mr. K. Chandran |
Member |
P & WTD |
RISK MANAGEMENT COMMITTEE:
The Board of Directors of the Company has constituted Risk Management Committee to consider the potential risks of the business of the Company and to plan for the mitigation of the same.
Following are the members of the Risk Management Committee:
|
Sr. No. |
Name of Directors |
Designation |
Category |
|
1 |
Mr. N. K. Puri |
Chairman |
I & NED |
|
2 |
Mr. S. K. Bhattacharya |
Member |
I & NED |
|
3 |
Mr. Divakar Kaza |
Member (upto 08.02.2018) |
I & NED |
|
4 |
Ms. Poonam Arya Bharti |
Member |
I & NED |
|
5 |
Mr. K. Chandran |
Member |
P & WTD |
CORPORATE GOVERNANCE:
In compliance with Regulation 34 (3) read with Schedule V (C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance forms part of this Annual Report. The Auditors'' certificate certifying compliance with the conditions of Corporate Governance as prescribed under Schedule V (E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report.
PARTICULARS OF EMPLOYEES:
Disclosure pertaining to the remuneration and other details as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure-V and forms part of this Report.
Information pursuant to Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 pertaining to the top ten names and other particulars of employees also form part of this report. However, this information is not sent along with this report pursuant to the proviso to Section 136(1) of the Act. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary/Compliance Officer at the registered office address of the Company and the same will be furnished on request.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company, pursuant to Section 177 of the Companies Act, 2013 read along with the rules made thereunder and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, have established vigil mechanism for Director and Employees to report concern about unethical behaviour, actual or suspected fraud or violation of Company''s code of conduct or ethics policy. The Whistle Blower Policy is posted on the website of the Company at www.wanbury.com.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed off during the year 2017-18:
No. of complaints received : Nil
No. of complaints disposed off : Nil
EMPLOYEE STOCK OPTION SCHEME:
The Company has instituted Employee Stock Option Scheme 2016 (âWanbury ESOP 2016â) which was approved by the Shareholders vide their resolution dated 29th September, 2016 to reward eligible employees. The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees'' Stock Option Plan of the Company. Pursuant to the said scheme and on the recommendation of the Nomination and Remuneration Committee, the Board has granted 3,00,000 options to employees during the year under review.
The information required to be disclosed in terms of the provisions of the SEBI (Share Based Employee Benefits) Regulations, 2014 is enclosed as Annexure-VI this report.
SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meeting'' respectively, have been duly followed by the Company.
UNPAID/UNCLAIMED DIVIDEND & SHARES
Pursuant to the applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of the seven years. Further, according to the Rules, the shares on which the dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividend of Rs.4,14,937/- for the Financial Year 2009-10.
Further, 3,38,865 corresponding shares were transferred as per the requirement of the IEPF Rules. The details are available on the website, at www.wanbury.com/PaidUnpaidDividends.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
As required by the Companies (Accounts) Rules, 2014 the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo is given as Annexure-VII forming part of this report.
DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to the provisions of sub-section (5) of Section 134 of the Companies Act, 2013, your Directors confirm that:
i) in the preparation of the annual accounts for the Financial Year ended on 31st March, 2018 the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii) the accounting policies had been selected and applied 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 ended on 31st March, 2018 and of the profit and loss of the Company for that year;
iii) proper and sufficient care had been taken for the maintenance of 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;
iv) the annual accounts had been prepared on a going concern basis;
v) internal financial controls, to be followed by the Company, have been laid down and these controls are adequate and were operating effectively; and
vi) the Company has devised proper systems which are in place to ensure compliance with the provisions of all applicable laws which are considered adequate and are operating effectively.
ACKNOWLEDGEMENTS:
Your Company and its Directors wish to extend their sincere thanks to the Bankers, Central & State Government, Customers, Suppliers, Stakeholders and Staff for their continuous co-operation and guidance and also looking forward for the same in future.
For and on behalf of the Board of Directors,
K. Chandran N. K. Puri
Vice Chairman Director
Mumbai, 10th August, 2018 DIN: 00005868 DIN: 00002226
Mar 31, 2016
To
The Members,
The Directors have pleasure in presenting herewith the 28th Annual Report of the business and operations along with Audited Financial Statements of the Company for the Financial Year ended 31 March, 2016.
FINANCIAL HIGHLIGHTS (STANDALONE):
The summarized financial highlights for the year under review are as under:
(Rs. in Lakhs)
|
PARTICULARS |
2015-16 |
2014-15* |
|
Total Revenue from operations (including Other Income) |
42,326.16 |
24,992.33 |
|
Other Income |
140.62 |
648.40 |
|
Total Income |
42,466.78 |
25,640.73 |
|
Total Expenses |
43,170.27 |
25,192.50 |
|
Profit /(Loss) Before Tax |
(703.49) |
448.24 |
|
Less: Tax |
- |
127.48 |
|
Net Profit / (Loss) after tax |
(703.49) |
320.75 |
* Financial Year 2014-15 was of 6 months period starting from 1 October, 2014 to 31 March, 2015.
OPERATIONAL REVIEW/AFFAIRS OF THE COMPANY & FUTURE OUTLOOK:
The figures of Financial Year 2015-16 being for the period of 12 months are not strictly comparable with the figures of Financial Year 2014-15 being for the period of 6 months. However, the financial highlights are as under:
The Total Revenue for the financial year under review was Rs. 42,466.78 Lakhs as against Rs. 25,640.73 Lakhs in the previous year. The Total Expenditure incurred in the current financial year was Rs. 43,170.27 Lakhs as against Rs. 25,192.50 Lakhs in the previous year. Exceptional items during the year under review were Rs. Nil as against Rs. Nil in the previous year.
The Loss after tax for the financial year under review was (Rs. 703.49 Lakhs) as against a Profit after tax of Rs. 320.75 Lakhs for the previous financial year.
The Company had entered into a Corporate Debt Restructuring (CDR) in 2011 with its lenders. Post CDR also, the Bankers have reposed faith in the Companyâs business model and have continuously supported the Company with additional working capital facilities and term loans. The Operations of the Company will continue in future years without any interruption.
DIVIDEND:
As the net worth of the Company is in the negative, the Board of Directors of the Company has not recommended any dividend for the financial year 2015-2016.
DISCLOSURE UNDER SECION 134 (3) (j) OF THE COMPANIES ACT, 2013:
As the Company has reported a loss for the Financial Year 2015-16, no amount is available to add to the reserve. Hence, disclosure under Section 134 (3) (j) of the Companies Act, 2013 is not required.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92 of the Companies Act, 2013, extract of Annual Return of the Company in Form MGT-9 is annexed herewith as Annexure - I to this Report.
DEPOSITS:
The Company has not accepted any deposits during the year under review. Further, there are no deposits which remained unpaid/unclaimed at the beginning or at the end of the year under review.
BOARD OF DIRECTORS AND NUMBER OF MEETINGS:
The Board of Directors of the Company has 4 Directors. Details of Directors and their category are as under:
|
Sr. No. |
Name of Directors |
Category |
|
1 |
Mr. K. Chandran |
- Promoter and Executive Director |
|
2 |
Mr. N. K. Puri |
- Non-Executive Independent Director |
|
3 |
Mr. S.K. Bhattacharyya |
- Non-Executive Independent Director |
|
4 |
Ms. Anita Belani (w.e.f. 13.08.2015) |
- Non-Executive Independent Director |
|
5 |
Mr. A.L. Bongirwar (upto 18.09.2015) |
- Non-Executive Independent Director |
|
6 |
Dr. P.L. Tiwari (upto 18.09.2015) |
- Non-Executive Independent Director |
Six (6) Board Meetings were held during the financial year 2015-16. These meetings were held on 21 May 2015, 13 August 2015, 28 September 2015, 5 November 2015, 11 February 2016, and 22 March 2016.
DECLARATION BY INDEPENDENT DIRECTORS:
Independent Directors have given declaration that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 (earlier Clause 49 of Listing Agreement) of the Listing Regulations.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:
The Company has not given any loans, guarantee and made any investments pursuant to the provisions of Section 186 of Companies Act, 2013 during the year under review.
DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
Your Company has five foreign subsidiaries viz. Wanbury Holding B. V. (Netherlands), Wanbury Global FZE (UAE), Ningxia Wanbury Fine Chemicals Co. Ltd. (China), Cantabria Pharma S. L. (Spain) and Laboratories Wanbury S. L. (Spain).
The accounts of Cantabria Pharma S. L. and Laboratories Wanbury S. L. are not available due to the companies being into liquidation.
The salient features of the financial statements of the subsidiaries in pursuance of Section 129 (3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014 are given in prescribed Form AOC-1 attached as Annexure - II to this Report.
The Company is not having any Holding Company or Joint Venture or any Associate Company.
The details in specified format on the performance and financial position of other subsidiary companies are attached as Annexure - III to this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Pursuant to the provisions of Section 188 of Companies Act, 2013, all contracts / arrangements / transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an armâs length basis. During the year under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
The transactions entered into with M/s. Wanbury Infotech Private Limited, related party are in the normal course of business and at armâs length basis. The Policy on materiality of Related Party Transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at www.wanbury.com.
The details, in specified format in Form AOC-2, of the transactions with the related parties are given in the Annexure - III forming part of this Report.
Your Directors draw attention of the Members to Note 45 to the financial statement which sets out Related Party disclosures. AUDITORSâ AND AUDITORS REPORT:
The Shareholders of the Company in their Twenty Sixth Annual General Meeting held on March 23, 2015 had accorded their approval pursuant to the provisions of Sections 139 and other applicable provisions of Companies Act, 2013 and Rules made there under to appoint M/s. Kapoor & Parekh Associates, Chartered Accountants, as the Statutory Auditor of the Company for the period of three years commencing from the conclusion of Twenty Sixth Annual General Meeting until the conclusion of Twenty Ninth Annual General Meeting.
The Shareholders of the Company in their Twenty Sixth Annual General Meeting held on March 23, 2015 had accorded their approval pursuant to the provisions of Sections 139 and other applicable provisions of Companies Act, 2013 and Rules made there under to appoint M/s. Kolath & Co., Chartered Accountants, as Branch Auditor to audit the accounts of the Companyâs Plant Situated at Tanuku, West Godavari District, Andhra Pradesh, for the period of three years commencing from the conclusion of Twenty Sixth Annual General Meeting until the conclusion of Twenty Ninth Annual General Meeting.
The Board of Directors of the Company has, pursuant to the provisions of Section 139, recommended the appointment of M/s. Kapoor & Parekh Associates, Chartered Accountants and M/s. Kolath & Co., Chartered Accountants, for the approval of the Shareholders from the conclusion of Twenty Eighth Annual General Meeting till the conclusion of Twenty Ninth Annual General Meeting.
The observations made in the Standalone Auditorâs Report read together with relevant notes thereon are self explanatory and explained in notes to accounts and hence do not call for any further comments under the Companies Act, 2013. Auditors'' Report to the Shareholders for the year under review does not contain any qualification, reservation or adverse remark or disclaimer.
RISK MANAGEMENT COMMITTEE:
The Board of Directors of the Company has constituted Risk Management Committee to consider the potential risks of the business of the Company and to plan for the mitigation of the same.
Following are the Members of the Risk Management Committee:
|
Sr. No. |
Name of Directors |
Designation |
Category |
|
1. |
Mr. N. K. Puri |
Chairman |
I & NED |
|
2. |
Mr. S. K. Bhattacharyya |
Member |
I & NED |
|
3. |
Ms. Anita Belani |
Member (w.e.f. 13.08.2015) |
I & NED |
|
4. |
Mr. K. Chandran |
Member (w.e.f. 28.09.2015) |
P & WTD |
|
5. |
Mr. A. L. Bongirwar |
Member (upto 18.09.2015) |
I & NED |
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 152 (6) of the Act and the Articles of Association of the Company, Mr. K. Chandran, Whole-time Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
Mr. N. K. Puri, Mr. S. K. Bhattacharya and Ms. Anita Belani are Independent Directors who are not liable to retire by rotation.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Regulation 25 of the Listing Regulations (earlier Clause 49 of the Listing Agreement) with the Stock Exchanges.
Ms. Anita Belani was appointed as the Non-Executive Independent Woman Director of the Company w.e.f. 13 August, 2015. Mr. A. L. Bongirwar and Dr. P. L. Tiwari, have resigned as Directors of the Company w.e.f. 18 September, 2015.
Mr. Vinod Verma was appointed as Chief Financial Officer w.e.f. 22 April, 2016.
Mr. Rajesh Bahal was appointed as Director-Sales & Marketing, Formulation Division w.e.f. 6 April, 2016.
Mr. Indranil Chakravartty, President, Formulation resigned w.e.f. 13 August, 2015.
Mr. Rajiv Kohli, President, Formulation resigned w.e.f. 31 March, 2016.
Other than this, no Director or Key Managerial Personnel was appointed or has resigned during the year under review.
ANNUAL PERFORMANCE EVALUATION:
The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other Individual Directors which includes criteria for performance evaluation of the Non-executive Directors and Executive Directors.
The Company follows the best practices prevalent in the industry with respect to evaluation of Board Members.
The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at www.wanbury.com.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company has made special efforts to improve its internal control systems by improving the information flow and automating the processes in support systems. Support functions are now monitored through a Quarterly Shared Services Survey for the field employees to ensure that we are able to provide the best services to our internal customers.
Your Company has sound, well-established and adequate internal control systems commensurate with its size and nature of business. The internal control systems ensure protection of assets and proper recording of all transactions. The Company has an Internal Audit Department consisting of a team of skilled employees, which carries out regular audits across all operations of the Company.
SECRETARIAL AUDIT REPORT:
Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed Ms. Kala Agarwal, Practicing Company Secretary [FCS: 5976 and COP: 5356] to conduct the Secretarial Audit for the financial year ended on 31 March, 2016 (i.e. from 1 April, 2015 to 31 March, 2016). The Secretarial Audit Report in Form MR-3 is annexed as Annexure - IV to this Report.
The observations made in the Secretarial Audit Report are as under:
i. The Company received a Show Cause Notice dated 21 August, 2015 from Registrar of Companies, Mumbai for No appointment of Women Director on the Board as required under the provisions of Section 149(1) of the Companies Act, 2013 and Clause 49(II)(A) of the Listing Agreement. Also, the Company received a Notice from National Stock Exchange of India Ltd. imposing a penalty of Rs. 50,000/- for the same.
ii. The Company has not appointed Chief Financial Officer as required to be appointed pursuant to the provisions of Section 203 of the Companies Act, 2013 during the year under review.
iii. Only69.08 % of the Shareholding of Promoter & Promoter Group is in dematerialized form. However, as per SEBI circular No. SEBI/Cir/ISD/05/2011 & Regulation 31(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, 100 % Shareholding of Promoter & Promoter Group has to be in dematerialized form.
iv. The Company is yet to formulate a Policy for Preservation of documents required to be formulated as per Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the period under review.
v. The Company has accepted an amount of Rs. 12,22,31,250/- as Share Application Money from Expert Chemicals (India) Pvt. Ltd.
vi. The Company has filed an Application with Central Government in Form MR-2 for seeking approval for payment of excess remuneration to Whole Time Director for the year ended 31 March, 2016.
Management Response to the aforesaid observations verbatim as under:
1. The Company has filed a petition with Company Law Board, Mumbai Bench for Compounding of Offence under Section 621A of the Companies Act, 1956 for Non-appointment of Woman Director within due date. The Company has also paid penalty of Rs.50,000/- to National Stock Exchange of India Ltd. (NSE) on 23 July, 2015 for Non-appointment of Woman Director. Ms. Anita Belani was appointed as the Non-Executive Independent Woman Director of the Company w.e.f. 13 August, 2015.
2. The Company could not appoint Chief Financial Officer due to administrative problems. However, subsequently the Board has appointed Mr. Vinod Verma as Chief Financial Officer of the Company w.e.f. 22 April, 2016.
3. The share certificate aggregating 30,24,000 equity shares held by M/s. Kingsbury Investment INC. (Promoter Group Company) of Wanbury Limited were in the custody of EXIM Bank Limited. These shares held by them are in physical mode. We have been requesting EXIM Bank to release those 30,24,000 equity shares and this matter is regularly discussed in our Consortium of Lenders meeting. The Company is undertaking necessary steps to dematerialize these shares.
4. The Company has formulated the Policy on preservation of Documents which was approved by the Board of Directors at their meeting held on 18 May, 2016.
5. The Board of Directors of the Company has discussed and decided to issue 32,59,500 equity shares of Rs. 10/-f Ten only) each at a premium of Rs. 27.50 per equity share f Twenty Seven and Paise Fifty only) aggregating to an issue price of Rs. 37.50/- f Thirty Seven and Paise Fifty only) and up to an aggregate amount of Rs. 12,22,31,250/C Twelve Crore Twenty Two Lakhs Thirty One Thousand Two Hundred Fifty Only) to M/s. Expert Chemicals (India) Pvt. Ltd. against the Share Application Money of Rs. 12,22,31,250 received from them. The allotment will be made post Shareholders approval.
6. The Company had paid excess remuneration to Mr. K. Chandran, Whole Time Director of the Company beyond the prescribed limits under Section 197 read with Schedule V of the Companies Act, 2013. The Company has filed Form MR-2 for seeking Central Governmentâs approval for payment of excess remuneration for the financial year ended 31 March, 2016 exceeding the limits provided in Schedule V and the approval from Central Government is in process.
CORPORATE SOCIAL RESPONSIBILITY POLICY:
Provisions of Section 135 of the Act related with Corporate Social Responsibility are not applicable to the Company. Therefore, the Company has not constituted Corporate Social Responsibility Committee.
AUDIT COMMITTEE:
Your Companyâs Audit Committee has been constituted in accordance with the provisions of Regulation 18 (earlier Clause 49 of Listing Agreement) of Listing Regulations and Section 177 of the Companies Act, 2013.
During the year under review, six Meetings of the Audit Committee were held on 21 May 2015, 13 August 2015, 28 September 2015, 5 November 2015, 11 February 2016 and 22 March 2016 along with the Board Meetings.
Following are the Members of the Audit Committee:
|
Sr. No. |
Name of Directors |
Designation |
Category |
|
1. |
Mr. N. K. Puri |
Chairman |
I & NED |
|
2. |
Mr. S. K. Bhattacharyya |
Member |
I & NED |
|
3. |
Ms. Anita Belani |
Member (w.e.f. 13.08.2015) |
I & NED |
|
4. |
Mr. K. Chandran |
Member (w.e.f. 28.09.2015) |
P & WTD |
|
5. |
Mr. A. L. Bongirwar |
Member (up to 18.09.2015) |
I & NED |
|
6. |
Dr. P. L. Tiwari |
Member (up to 18.09.2015) |
I & NED |
The broad terms and conditions are already given in Corporate Governance Report. The Members are requested to refer to the same.
NOMINATION AND REMUNERATION COMMITTEE POLICY:
Nomination and Remuneration Committee Policy inter alia containing appointment criteria, qualifications, positive attributes, independence of Directors, removal, retirement and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel of the Company has been formulated by the Nomination and Remuneration Committee of the Company and approved by the Board of Directors.
Nomination and Remuneration Policy is available on the website of the Company at www.wanbury.com.
CORPORATE GOVERNANCE:
Pursuant to Regulation 27 (earlier Clause 49 of the Listing Agreement) of the Listing Regulations with the Stock Exchanges, a separate section titled as âCorporate Governanceâ is attached to this Annual Report.
COST AUDITOR:
Your Directors have appointed M/s. Hemant Shah & Associates, Cost Accountant as the Cost Auditor for the Financial Year 2016-17. M/s. Hemant Shah & Associates will submit the Cost Audit Report alongwith annexure to the Central Government (Ministry of Corporate Affairs) in the prescribed form within specified time and at the same time forward a copy of such report to your Company.
The Cost Audit Report for the Financial Year ended 31 March, 2015 which was due for filing on 28 October, 2015 was filed with the Central Government (Ministry of Corporate Affairs) on 14 October, 2015.
As required by Section 148 of the Act, necessary resolution has been included in the Notice convening the 28th Annual General Meeting, seeking ratification by Members to the appointment & remuneration proposed to be paid to the Cost Auditors for the Financial Year 2016-17.
PERSONNEL/MANAGERIAL REMUNERATION:
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.
Disclosures pertaining to remuneration and other details 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 also forms part of this Report.
However, having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. The said information is available for inspection at the Registered Office of the Company during business hours for a period of 21 days before the date of ensuing Annual General Meeting and any Member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
Proper vigil mechanism, which includes a Whistle Blower Policy, has been established for Directors and Employees to report their genuine concerns or grievances to the Company. The whistle Blower Policy is posted on the Website of the Company at www.wanbury.com.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16:
No of complaints received: Nil No of complaints disposed off: Nil
FRAUD REPORTING (REQUIRED BY COMPANIES AMENDMENT BILL, 2014):
During the year under review, there were no such instances reported by the Company.
DISCLOSURE UNDER SECTION 134 (3) (CA) READ WITH SECTION 143 (12) OF THE COMPANIES ACT, 2013:
The Auditors of the Company have not reported any instances of fraud or irregularities in the Management of the Company during financial year under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
As required by the Companies (Accounts) Rules, 2014 the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure as Annexure -V forming part of this Report.
DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to the provisions of sub-section (5) of Section 134 of the Companies Act, 2013, your Directors confirm that:
i) in the preparation of the annual accounts for the financial year ended on 31 March, 2016 the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii) the accounting policies had been selected and applied 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 ended on 31 March, 2016 and of the profit and loss of the Company for that year;
iii) proper and sufficient care had been taken for the maintenance of 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;
iv) the annual accounts had been prepared on a going concern basis;
v) internal financial controls, to be followed by the Company, have been laid down and these controls are adequate and were operating effectively; and
vi) the Company has devised proper systems which are in place to ensure compliance with the provisions of all applicable laws which are considered adequate and are operating effectively.
ACKNOWLEDGEMENT:
Your Company and its Directors wish to extend their sincere thanks to the Bankers, Central & State Government, Customers, Suppliers, Stakeholders and Staff for their continuous co-operation & guidance and also looking forward for the same in the future.
For and on behalf of the Board of Directors,
K. Chandran N. K. Puri
Vice Chairman Director
Mumbai, 18 May, 2016 DIN: 00005868 DIN: 00002226
Mar 31, 2015
The Directors have pleasure in presenting herewith the 27th Annual
Report together with Audited Accounts of the Company for the Financial
Period (Period of 6 months) ended on 31 March, 2015.
FINANCIAL HIGHLIGHTS: (STANDALONE )
The summarized financial results for the period under review are as
under:
(Rs, in Lacs)
PARTICULARS 2014-15** 2013-14*
Total Revenue from operations
(including Other Income) 24,992.33 66,185.72
Other Income 648.40 546.39
Total Income 25,640.73 66,732.11
Total Expenses 25,192.47 69,271.06
Profit /(loss) before exceptional
Items and tax 448.25 (2,538.95)
Less: exceptional Items Â
income (expense) - (24,176.32)
Profit /(Loss) Before Tax 448.25 (26,715.27)
Less: Tax 127.47 285.66
Net Profit / (Loss) After Tax 320.78 (27,000.93)
* Financial Year 2013-14 was of 18 months from 1April, 2013 to 30
September, 2014.
** Financial Year 2014-15 was of 6 months period starting from 1
October, 2014 to 31 March, 2015.
OPERATIONAL REVIEW/AFFAIRS OF THE COMPANY & FUTURE OUTLOOK:
The figures of Financial Period 2014-15 being 6 months are not strictly
comparable with Financial Period 2013-14 being 18 months. However, the
financial highlights are as under:
The Total Revenue for the Financial Period under review was Rs,
25,640.73 Lacs as against Rs, 66,732.11 Lacs in the previous period.
The Total Expenditure incurred in the current Financial Period was Rs,
25,192.47 Lacs as against Rs, 69,271.06 Lacs in the previous period.
Exceptional items during the period under review were Rs, Nil as
against Rs, 24,176.32 Lacs in the previous period.
The Profit after tax for the Financial Period under review was Rs,
320.78 Lacs as against a Loss after Tax of Rs, 27,000.93 Lacs for the
previous Financial Period.
The Company entered into a Corporate Debt Restructuring (CDR) in 2011
with its lenders. Post CDR also, the Bankers have reposed faith in the
Company,s business model and have continuously supported the Company
with additional working capital facilities and term loans.
DIVIDEND:
The Board of Directors of the Company has not recommended any dividend
for the financial period 2014-2015 to conserve the resources of the
Company.
DISCLOSURE UNDER SECION 134 (3) (j) OF THE COMPANIES ACT, 2013:
It is not proposed to carry any amount to any reserves from the profits
of the Company. Hence, disclosure under Section 134 (3) (j) of the
Companies Act, 2013 is not required.
EXTRACT OF ANNUAL RETURN:
Persunt to Section 92 of the Companies Act 2013, Extract of Annual
Return of the Company in Form MGT-9 is annexed herewith as Annexure - I
to this Report.
DEPOSITS:
The Company has not accepted any deposits during the period under
review. Further, there are no deposits which remained unpaid/unclaimed
at the beginning or at the end of the period under review.
BOARD OF DIRECTORS AND NUMBER OF MEETINGS:
The Board of Directors of the Company has 5 Directors. Details of
Directors and their category are as under:
Sr. Name of Directors Category
No.
1 Mr. K. Chandran Promoter and Executive Director
2 Mr. A.L. Bongirwar Non-Executive Independent Director
3 Mr. N.K. Puri Non-Executive Independent Director
4 Dr. P.L. Tiwari Non-Executive Independent Director
5 Mr. S.K. Bhattacharyya Non-Executive Independent Director
6 Mr. Manish Joshi *
(upto 4 December, 2014) Nominee Director (EXIM Bank Ltd.)
* Mr. Manish Joshi, was Nominee Director of EXIM Bank. EXIM Bank has
withdrawn nomination of Mr. Manish Joshi w.e.f. 4 December, 2014.
Four Board Meetings were held during the Financial Period 2014-15.
These meetings were held on 26 November 2014, 18 December 2014, 11
February 2015 and 23 March 2015 and in no case the gap between two
Board Meetings was more than 120 days.
DECLARATION BY INDEPENDENT DIRECTORS:
Independent Directors have given declaration that they meet the
criteria of independence as provided in sub-section (6) of Section 149
of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:
The Company has not given any loans, guarantee and made any investments
pursuant to the provisions of Section 186 of the Companies Act, 2013
during the period under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary
course of business and on an arm,s length basis. During the period
under review, the Company had not entered into any contract /
arrangement / transaction with related parties which could be
considered material in accordance with the policy of the Company on
materiality of related party transactions.
The transactions entered into with Wanbury Infotech Private Limited,
related party are in normal course of business and at arm,s length. The
Policy on materiality of related party transactions and dealing with
related party transactions as approved by the Board may be accessed on
the Company,s website at www.wanbury.com
The details, unspecified format, of the transactions with the related
parties are given in the Annexure - II forming part of this Report.
Your Directors draw attention of the Members to Note No. 50 to the
financial statement which sets out Related Party disclosures.
AUDITORS, AND AUDITORS REPORT:
The Shareholders of the Company in their Twenty Sixth Annual General
Meeting held on 23 March, 2015 had accorded their approval pursuant to
the provisions of Sections 139 and other applicable provisions of the
Companies Act, 2013 and Rules made there under to appoint M/s. Kapoor &
Parekh Associates, Chartered Accountants, as the Statutory Auditors of
the Company for the period of three years commencing from the
conclusion of Twenty Sixth Annual General Meeting until the conclusion
of Twenty Ninth Annual General Meeting in the Calendar year 2017.
The Shareholders of the Company in their Twenty Sixth Annual General
Meeting held on 23 March, 2015 had accorded their approval pursuant to
the provisions of Sections 139 and other applicable provisions of
Companies Act, 2013 and Rules made there under to appoint M/s. Kolath &
Co., Chartered Accountants, as Branch Auditor to audit the accounts of
the Company,s Plant Situated at Tanuku, West Godavari District, Andhra
Pradesh, for the period of three years commencing from the conclusion
of Twenty Sixth Annual General Meeting until the conclusion of Twenty
Ninth Annual General Meeting in the Calendar year 2017.
The Board of Directors of the Company has, pursuant to the provisions
of Section 139, recommended the ratifcation of appointment of M/s.
Kapoor & Parekh Associates, Chartered Accountants and M/s. Kolath &
Co., Chartered Accountants, for the approval of the Shareholders from
the conclusion of Twenty Seventh Annual General Meeting till the
conclusion of Twenty Ninth Annual General Meeting.
The observations made in the Standalone Auditor,s Report read together
with relevant notes thereon are self explanatory and explained in notes
to accounts and hence do not call for any further comments under the
Companies Act, 2013. Auditors, Report to the Shareholders for the year
under review does not contain any qualifcation, reservation or adverse
remark or disclaimer.
DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
Your Company has five subsidiaries viz. Wanbury Holdings B. V.,
Cantabria Pharma S. L., Laboratories Wanbury S. L., Ningxia Wanbury
Fine Chemicals Co. Ltd. and Wanbury Global FZE.
The Accounts of Cantabria Pharma S. L. and Laboratories Wanbury S. L.
are not available due to the companies being in liquidation.
The salient features of the financial statements of the subsidiaries in
pursuance of Section 129 (3) of the Companies Act, 2013, read with Rule
5 of the Companies (Accounts) Rules, 2014 are given in prescribed Form
AOC-1 attached as Annexure - III to this Report.
The Company is not having any Holding Company or Joint Venture or any
Associate Company.
Report unspecified format on the performance and financial position of
other subsidiary companies are attached as Annexure - III to this
Report.
RISK MANAGEMENT COMMITTEE:
The Board of Directors of the Company has constituted Risk Management
Committee to consider the potential risks of the business of the
Company and to plan for the mitigation of the same.
Following are the members of the Risk Management Committee:
1. Mr. N. K. Puri - Chairman
2. Mr. A. L. Bongirwar - Member
3. Mr. S. K. Bhattacharyya - Member
4. Mr. K. Chandran - Member
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 152 (6) of the Act and the
Articles of Association of the Company, Mr. K. Chandran, Whole-time
Director of the Company, retire by rotation at the ensuing Annual
General Meeting and being eligible offers himself for re-appointment.
Mr. N. K. Puri, Mr. A. L. Bongirwar, Dr. P. L. Tiwari and Mr. S. K.
Bhattacharya are Independent Directors who are not liable to retire by
rotation.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Act and Clause 49 of the
Listing Agreement with the Stock Exchanges.
During the period under review, pursuant to Nomination of Mr. Manish
Joshi (DIN: 06532127) withdrawn by EXIM Bank, he ceased to be the
Nominee Director on the Board of the Company with effect from 4
December, 2014.
During the period under review, Mr. Mangesh Bhosale, Vice President Â
Finance and Company Secretary of the Company resigned with effect from
26 November, 2014.
The Board of Directors in their meeting held on 23 March, 2015 has
appointed Mr. Jitendra J. Gandhi (ICSI Membership No.: F7209) as
Company Secretary of the Company with effect from 20 April, 2015.
Other than this no Director or Key Managerial Personnel was appointed
or has resigned during the period under consideration.
ANNUAL PERFORMANCE EVALUATION:
The Company has devised a Policy for performance evaluation of
Independent Directors, Board, Committees and other Individual Directors
which includes criteria for performance evaluation of the Non-executive
Directors and Executive Directors.
The Company follows the best practices prevalent in the industry with
respect to evaluation of Board Members.
The details of programmes for familiarization of Independent Directors
with the Company, their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, business model of
the Company and related matters are put up on the website of the
Company at www.wanbury.com
ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company has made special efforts to improve its internal control
systems by improving the information fow and automating the processes
in support systems. Support functions are now monitored through a
Quarterly Shared Services Survey for the field employees to ensure that
we are able to provide the best services to our internal customers.
Your Company has sound, well-established and adequate internal control
systems commensurate with its size and nature of business. The internal
control systems ensure protection of assets and proper recording of all
transactions. The Company has an Internal Audit Department consisting
of a team of skilled employees, which carries out regular audits across
all operations of the Company.
SECRETARIAL AUDIT REPORT:
Pursuant to Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors of the Company has appointed CS Ajit Sathe [FCS: 2899 and
COP: 738] - Proprietor of M/s. A. Y. Sathe & Co., Practicing Company
Secretary, to conduct the Secretarial Audit for the period from 1
October, 2014 to 31 March, 2015. The Secretarial Audit Report in Form
MR-3 is annexed as Annexure - IV to this Report.
The observations made in the Secretarial Audit Report are as under:
1. the appointment of Woman Director on the Board of Directors of the
Company is yet to be made.
2. the Company is required to appoint Key Managerial Personnel (KMP)
viz. Chief Financial Officer and Company Secretary. The Company has
not complied with this condition during the period under review.
3. There was a delay in transferring the unclaimed/unpaid amount of
dividend for the Financial Year 2006-07 to Investor Education and
Protection Fund.
4. the Company has paid excess remuneration to the Whole Time Director
beyond the prescribed limits under Section 197 read with Schedule V of
the Companies Act, 2013.
5. the Company has not filed Form CRA-2 with Registrar of Companies
for the appointment of Cost Auditor for the Financial Year 2014-15.
6. there were non-disclosure of following information on the website:
- Email ID & other relevant details of grievance redressal division/
compliance officer.
- The Terms & Conditions of appointment of Independent Directors.
- Details of familiarization programmes for Independent Directors.
7. the Company is ensuring the compliances of applicable clauses of
Listing Agreement except that the Company has not complied with Clause
31 regarding submission of copies of Annual Report (Form A and Form B)
to stock exchange for the financial year ended on 30 September 2014.
8. the Company has not filed Form ECB-2 for the month of January,
2015, February, 2015 and March, 2015 with the Authorized Dealer.
9. the Form ODI-Part IV -APR for the year ended 30 September, 2014 of
Wanbury Holding B.V. and Wanbury Global FZE Wholly owned Subsidiaries
is yet to be fled with the Authorized Dealer. No Form ODI-Part IV-APR
for Ningxia Wanbury Fine Chemicals Co. Ltd., China has been filed by
the Company.
Management Response to the aforesaid observations is as under:
1. We conform that the Company has not made the said appointment
during the period under review and the appointment will be made on or
before 31 July, 2015..
2. In this connection, the Board has selected certain candidates for
CFO position after taking into account the scope of work of the
concerned person, the salary which may have to be paid and other
relevant matter. The same will get appointed on or before 31 July,
2015. The Company did not appoint Company Secretary for the period 26
November, 2014 to 31 March, 2015 due to administrative problems.
However, we have appointed Mr. Jitendra J. Gandhi as Company Secretary
w.e.f. 20 April, 2015.
3. Due to administrative problems, there was a delay in transferring
the unclaimed/unpaid amount of dividend for the Financial Year 2006-07
to Investor Education and Protection Fund. We have transferred the same
on 8 May, 2015.
4. We confirm that the Company has paid excess remuneration to the
Whole Time Director beyond the prescribed limits under Section 197 read
with Schedule V of the Companies Act, 2013. The Company is in the
process of making necessary application to Central Government for
waiver of excess remuneration.
5. We confirm that the Company has not filed Form CRA-2 with Registrar
of Companies for the appointment of Cost Auditor for the Financial Year
2014-15. However the same was fled on 13 May, 2015.
6. The Company,s website was under maintenance so there was
non-disclosure of following information on the website:
- Email ID & other relevant details of grievance redressal
division/compliance officer.
- The Terms & Conditions of appointment of Independent Directors.
- Details of familiarization programmes for Independent Directors.
7. The Company is ensuring the compliances of applicable clauses of
Listing Agreement except that the Company has not complied with Clause
31 regarding submission of copies of Annual Report (Form B) to stock
exchanges for the financial year ended on 30 September, 2014. However,
the same will be fled with Stock Exchanges in due course of time.
8. However, we confirm that the Company has not filed Form ECB-2 for
the month of January, 2015, February, 2015 and March, 2015 with the
Authorized Dealer in time. However, the same will be fled with Reserve
Bank of India in due course of time.
9. We confirm that the Form ODI-Part IV -APR for the year ended 30
September 2014 of Wanbury Holding B.V. and Wanbury Global FZE Wholly
owned Subsidiaries is yet to be fled with the Authorized Dealer. No
Form ODI-Part IV-APR for Ningxia Wanbury Fine Chemicals Co. Ltd., China
has been filed by the Company.
CORPORATE SOCIAL RESPONSIBILITY POLICY:
Provisions of Section 135 related with Corporate Social Responsibility
are not applicable to the Company. Therefore, the Company has not
constituted Corporate Social Responsibility Committee.
AUDIT COMMITTEE:
Your Company,s Audit Committee has been constituted in accordance with
the provisions of Clause 49 of Listing Agreement and Section 177 of the
Companies Act, 2013.
During the period under review, the Audit Committee met 4 times on 26
November 2014, 18 December 2014, 11 February 2015 and 23 March 2015.
Following are the Members of the Audit Committee:
1. Mr. N. K. Puri - Chairman
2. Mr. A. L. Bongirwar - Member
3. Mr. S. K. Bhattacharyya - Member
4. Mr. K. Chandran - Member
The broad terms and conditions are already given in Corporate
Governance Report. The Members are requested to refer the same.
NOMINATION AND REMUNERATION COMMITTEE POLICY:
Nomination and Remuneration Committee Policy inter alia containing
appointment criteria, qualifications, positive attributes, independence
of Directors, removal, retirement and remuneration of Directors, Key
Managerial Personnel (KMP) and Senior Management Personnel of the
Company has been formulated by the Nomination and Remuneration
Committee of the Company and approved by the Board of Directors.
Nomination and Remuneration Policy is available on the website of the
Company at www.wanbury.com
CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a separate section titled as 'Corporate Governance, is
attached to this Annual Report.
COST AUDITORS:
Your Directors have appointed M/s. Hemant Shah & Associates, Cost
Accountant as the Cost Auditor for the Financial Year 2015-16. M/s.
Hemant Shah & Associates will submit the cost audit report along with
annexure to the Central Government (Ministry of Corporate Affairs) in
the prescribed form within specified time and at the same time forward
a copy of such report to your Company.
The Cost Audit Report for the Financial Year ended 30 September, 2014
which was due for fling on 31 March 2015 was fled with the Central
Government (Ministry of Corporate Affairs) on 13 May, 2015.
As required by Section 148 of the Act, necessary resolution has been
included in the Notice convening the Annual General Meeting, seeking
ratification by members to the Remuneration proposed to be paid to the
Cost Auditors for the Financial Year 2015-16.
PARTICULAR OF EMPLOYEES:
In terms of the provisions of 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, a statement showing
the names and other Particular of Employees drawing remuneration in
excess of the limits set out in the said rules forms part of this
Report.
Disclosures pertaining to remuneration and other details 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 are
also forms part of this Report.
However, having regard to the provisions of the first proviso to
Section 136(1) of the Act, the Annual Report excluding the aforesaid
information is being sent to the Members of the Company. The said
information is available for inspection at the
Registered office of the Company during business hours for a period of
21 days before the date of ensuing Annual General Meeting and any
Member interested in obtaining such information may write to the
Company Secretary and the same will be furnished on request.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Proper vigil mechanism, which includes a Whistle Blower Policy, has
been established for directors and employees to report their genuine
concerns or grievances to the Company. The Whistle Blower Policy is
posted on the Website of the Company at www.wanbury.com
SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this
policy.
The following is a summary of sexual harassment complaints received and
disposed of during the year 2014-15:
- No. of complaints received: Nil - No. of complaints disposed of: Nil
FRAUD REPORTING (REQUIRED BY COMPANIES AMENDMENT BILL, 2014):
During the period under review, there are no any such instances
reported by the Company.
DISCLOSURE UNDER SECTION 134 (3) (ca) READ WITH SECTION 143 (12) OF THE
COMPANIES ACT, 2013:
The Auditors of the Company have not reported any instances of fraud or
irregularities in the Management of the Company during financial period
under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
As required by the Companies (Accounts) Rules, 2014 the relevant data
pertaining to conservation of energy, technology absorption and foreign
exchange earnings and outgo is given in the Annexure as Annexure -V
forming part of this Report.
DIRECTORS, RESPONSIBILITY STATEMENT:
Pursuant to the provisions of sub-section (5) of Section 134 of the
Companies Act, 2013, your Directors confirm that:
i) in the preparation of the annual accounts for the financial period
ended on 31 March, 2015 the applicable accounting standards had been
followed along with proper explanation relating to material departures;
ii) the accounting policies had been selected and applied 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 period ended on 31 March, 2015 and of the
profit and loss of the Company for that period;
iii) proper and sufficient care had been taken for the maintenance of
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;
iv) the annual accounts had been prepared on a going concern basis;
v) internal financial controls, to be followed by the Company, had laid
down and these controls are adequate and were operating effectively;
and
vi) the Company had devised proper systems to ensure compliance with
the provisions of all applicable laws were in place and were adequate
and operating effectively.
ACKNOWLEDGEMENT:
Your Company and its Directors wish to extend their sincere thanks to
the Bankers, Central & State Government, Customers, Suppliers,
Stakeholders and Staff for their continuous co-operation, guidance and
support and also expect the same in the future.
For and on behalf of the Board of Directors,
K. Chandran N. K. Puri
Vice Chairman Director
Mumbai, 21 May 2015 (DIN: 00005868) (DIN: 00002226)
Sep 30, 2014
Dear Members,
The Directors present the Twenty-Sixth Annual Report together with the
Audited Accounts of the Company for the year ended 30 September 2014.
FINANCIAL HIGHLIGHTS: (Rs. in Lac)
Particulars 2013-14 2012-13
(From 01.04.2013 (From 01.04.2012
to 30.09. 2014) to 31.03. 2013)
Revenue from Operations (Net) 66,185.72 41,413.69
Other Income 546.39 454.92
Total Income 66,732.11 41,868.61
Total Cost 69,271.06 44,401.77
Profit/(Loss) before exceptional
items and tax (2,538.95) (2,533.16)
Exceptional Items-Income(Expense) (24,176.32) 0.00
Profit /(Loss) before tax (26,715.27) (2,533.16)
Tax 285.66 13.70
Profit/ (Loss) after tax (27,000.93) (2,546.86)
OPERATIONAL REVIEW:
The figures of Financial Year 2013-14 being 18 months are not strictly
comparable with Financial Year 2012-13 being 12 months. However, the
financial highlights are as under:
The Total Revenue for the financial year under review was Rs. 66,732.11
Lacs as against Rs. 41,868.61Lacs in the previous year. The Total
Expenditure incurred in the current financial year was Rs. 69,271.06 Lacs
as against Rs. 44,401.77 Lacs in the previous year. Exceptional expenses
during the year under review were Rs. 24,176.32 Lacs against Rs. Nil in the
previous year.
The Loss After Tax for the financial year under review was Rs. 27,000.93
Lacs as against a Loss After Tax of Rs. 2,546.86 Lacs for the previous
financial year.
Increase in Loss is mainly on account of provision for doubtful
investments, loans and advances, which are of exceptional nature and
which are provided in compliance with directives of SEBI.
The Company has incurred losses during the last four financial years
and the net-worth of the Company, based on audited financial statement
for the year ending 30 September 2014 is negative to the extent of Rs.
16,615.41 Lacs. The losses incurred by the Company in past four years
are mainly due to the acquisition of the overseas asset namely,
Cantabria S. L.
The Company entered into a Corporate Debt Restructuring (CDR) in 2011
with its lenders. Post CDR also, the Bankers have reposed faith in the
Company''s business model and have continuously supported the Company
with additional working capital facilities and term loans.
Your Company continues to do well on the operational parameters like
Sales increasing over by 40 % and operating profit growing over 4 times
since FY2010-2011. Your Company has a healthy order book. Your Company
has met with debt repayment obligations during this period and is
confident to continue the same in future as well.
Considering the above factors, in the opinion of the management,
operations of the Company will continue in future years without any
interruption.
DIVIDEND
The Board of Directors of the Company has not recommended any dividend
for the financial period 2013-2014 on account of negative performance.
MERGER OF THE PHARMACEUTICAL PRODUCTS OF INDIA LIMITED (PPIL) WITH THE
COMPANY:
The Hon''ble Board for Industrial and Financial Reconstruction (BIFR) is
considering the Rehabilitation and Revival cum Merger of the
Pharmaceutical Products of India Limited (PPIL) with the Company
afresh, pursuant to the Order of Hon''ble Supreme Court of India dated
16 May 2008.
The PPIL has submitted proposal for rehabilitation cum merger of PPIL
with Wanbury Limited, with Operating Agency, IDBI and after considering
the same in the joint meeting of all concerned, Operating Agency, IDBI
has submitted "Draft Rehabilitation Proposal" with Hon''ble BIFR for
their consideration. The Hon''ble BIFR is considering the "Draft
Rehabilitation Proposal" submitted by the IDBI, Operating Agency and we
expect that the "Draft Rehabilitation Proposal" will be circulated by
Hon''ble BIFR shortly for the consideration of the all concerned.
FOREIGN CURRENCY CONVERTIBLE BONDS:
248 FCCB A Bonds have matured on 23-4-2012. The Company has negotiated
terms with the bondholder holding 218 bonds. Balance 30 FCCB A Bonds
are pending for settlement.
700 FCCB B Bonds have matured on 17-12-2012. Out of this, 556 bonds are
repaid and the Company has negotiated terms with remaining bondholder
holding 144 bonds.
SUBSIDIARY COMPANIES
The Company does not have a material non listed Indian subsidiary.
However, the Company had 5 foreign subsidiaries as on 30 September
2014. Members may kindly refer to the Statement pursuant to the
provisions of Section 212 (1) (e) of the Companies Act, 1956 and
information on the financials of the subsidiary companies appended
thereto, which forms part of this Annual Report. In Compliance with
Clause 32 of Listing Agreement, audited consolidated financial
statements also form part of this Annual Report. Cantabria Pharma
S.L., a company incorporated in Spain is under liquidation by the court
receiver. Hence the Company is not in a position to consolidate the
financial results of that company and its subsidiary Laboratories
Wanbury S.L.
Pursuant to the exemption given by the Central Government, Ministry of
Corporate Affairs, vide its General Circular No. 2/2011 dated 8
February 2011, the Company is not attaching along with its Annual
Report, detailed financial statement of accounts comprising of Balance
Sheet, Profit & Loss Account, reports of Directors & the Auditors and
other information of its subsidiary companies.
Any Shareholder interested in obtaining the Balance Sheet, Profit &
Loss Account, Directors'' Report and Auditors'' Report of the
subsidiaries of the Company may write to the Company for the same.
DIRECTORS:
The Companies Act, 2013 provides that independent directors shall not
be liable to retire by rotation. Accordingly, all the independent
directors of your Company shall not retire by rotation pursuant to the
provisions of Section 149 of Companies Act, 2013 and are proposed to be
appointed for 5 (Five) consecutive years for a term upto 31 March 2019.
Mr. K. Chandran, Vice Chairman retires by rotation at the ensuing
Annual General Meeting pursuant to the provisions of Section 152 of
Companies Act, 2013 and being eligible, offers himself for
re-appointment.
PERSONNEL:
Statement of particulars of employees required under Section 217 (2A)
of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules, 1975, forms part of this report. However, in terms of
the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956,
the Report and the Accounts are being sent to all shareholders of the
Company excluding the aforesaid statement of particulars of employees.
Any Shareholder interested in obtaining a copy of the statement may
write to the Company for the same.
None of the employee of the Company holds (by himself / herself or
along with his / her spouse and dependent children) more than 2% of the
Paid-up Equity Share Capital of the Company.
AUDITORS AND AUDITORS'' REPORT:
M/s. Kapoor & Parekh Associates, Chartered Accountant, the Statutory
Auditors of the Company hold office until the conclusion of the ensuing
Annual General Meeting. The Company has received a letter from them to
the effect that their appointment, if made, by the Company for the
years 2014-15 to 2016-17 will be within the limit prescribed under
Section 141(3)(g) of the Companies Act, 2013. The Board of Directors
recommends their appointment.
The Board recommends M/s. Kolath & Co., Chartered Accountants, Chennai
as Branch Auditors of the Company to audit the accounts of the
Company''s Plant Situated at Tanaku, West Godavari District, Andhra
Pradesh. M/s. Kolath & Co. have confirmed their eligibility and
willingness to accept the office of the Branch Auditor, if appointed.
The observations made in the Standalone Auditors'' Report read together
with relevant notes thereon are self explanatory and explained in Notes
to Accounts and hence do not call for, any further comments under
Section 217 of the Companies Act, 1956.
The qualification made in consolidated financial statements by
Auditors'' is as under:
"Auditors of consolidated financial statements of Wanbury Holding BV
(WHBV) and its subsidiaries has qualified their opinion for non
inclusion of the consolidated financial statements of Cantabria Pharma
S.L. (CP), a wholly owned subsidiary of WHBV, for the period from 1
April 2013 to 26 February 2014 for the reason stated in note 32(b) of
the consolidated financial statements.
The impact, if any, on the consolidated financial statements are not
ascertainable.
Our audit opinion on the consolidated financial statements has been
qualified accordingly.
Management response to the aforesaid qualification:
The management response to the qualification made in consolidated
financial statements by Auditors is given in note 32(b) of consolidated
financial statement, which is as under:
The Company has taken following steps to resolve the qualification:
Cantabria Pharma S.L. (CP) has filed for voluntary insolvency in the
Commercial Court of Madrid, Spain on 4 November 2013 and as per Court''s
Order, Receiver has taken the control of CP on 26 February 2014.
Consequently, Wanbury Holding BV, Netherland, the holding company, and
Wanbury Limited, India, the ultimate holding company ceases to have
control effective from aforesaid date as required by AS-21
"Consolidated Financial Statements". However, we are unable to have
access the books of accounts from 1 April 2013 to 26 February 2014 and
consequently unable to prepare the financial statements as required by
AS-21 "Consolidated Financial Statements".
However the said investment is being fully provided for in the books of
Wanbury Holding BV, and in the Consolidated Financial Statements of
Wanbury Limited and in the opinion of the management full effect has
been captured in Consolidated Financial Statements.
COST AUDITOR:
The report of Mr. Hemant Shah, Cost Accountant, in respect of audit of
cost accounts for Pharmaceutical Business of the Company for the year
ended on 30 September 2014, will be submitted to the Cost Audit
Department, Central Government in due course.
The report of Mr. Hemant Shah, Cost Accountant, in respect of audit of
cost accounts for Pharmaceutical Business of the Company for the year
ended on 31 March 2013, has been submitted by the Company on 1 October
2013 to the Cost Audit Department, Central Government.
The Board of Directors of the Company has approved the appointment of
M/s Hemant Shah & Associates, Cost Accountant (the Firm) for conducting
audit of cost accounts for Pharmaceutical Business of the Company for
the financial year 2014-2015 i.e. from 1 October 2014 to 31 March 2015
in place of Mr. Hemant Shah, Cost Accountant (Individual) since Mr.
Hemant Shah has informed the Company that he would like to provide
services from his firm instead of individual capacity.
FIXED DEPOSITS:
The Company has not invited / accepted / renewed any fixed deposits as
per the provisions of Section 58 A of the Companies Act, 1956 from the
public during the year under review.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS
REPORT:
Report on Corporate Governance along with Auditors'' Certificate,
confirming compliance of the conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges forms part of the Annual Report.
Management Discussion and Analysis Report as stipulated under Clause 49
of the Listing Agreement with the Stock Exchanges also forms part of
the Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT:
In terms of Section 217 (2AA) of the Companies Act, 1956, the directors
of the Company would like to state that:
i) In the preparation of the Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) 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 and of the Loss of the
Company for that period.
iii) The Directors have taken proper and sufficient care for the
maintenance of 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;
iv) The Directors have prepared the Accounts on a going concern basis.
CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY & FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information relating to Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo as stipulated under Section 217
(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure
of Particulars in the Report of Board of Directors) Rules 1988 is set
out in the separate statement, attached to this report and forms part
of it.
ACKNOWLEDGEMENTS:
Your Company and its Directors wish to extend their sincere thanks to
the Bankers, Central & State Government, Customers, Suppliers,
Stakeholders and Staff for their continuous co-operation & guidance and
also expect the same in the future.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
K. CHANDRAN DR. P. L. TIWARI
VICE CHAIRMAN DIRECTOR
Mumbai, 26 November 2014
Mar 31, 2013
The Directors present the Twenty-Fifth Annual Report together with the
Audited Accounts of the Company for the year ended on 31 March 2013.
FINANCIAL HIGHLIGHTS:
(Rs.in Lacs)
Particulars 2012-2013 2011-2012
Revenue from Operations (Net) 41,413.69 34.455.05
Other Income 454.92 1,082.41
Total Income 41,868.61 35,537.46
Total Cost 44,401.77 37,934.35
Profit (Loss) before
exceptional items and tax (2,533.16) (2,396.89)
Exceptional Items-lncome(Expense) Nil 783.21
Profit (Loss) before tax (2,533.16) (1,613.68)
Tax 13.69 Nil
Profit (Loss) after tax (2,546.86) (1,613.68)
EBITDA 2,051.84 2,615.12
OPERATIONAL REVIEW:
The financial highlights are as under:
The Total Revenue for the financial year under review was Rs. 41,868.61
Lacs as against Rs. 35,537.46 Lacs in the previous year. The Total
Expenditure incurred in the currentfinancial year was Rs. 44,401.77 Lacs
as againstRs. 37,934.35 Lacs in the previous year.
Exports of the Company during the year under review were Rs. 21,884.06
Lacs as against Rs. 15,266.37 Lacs in the previous year.
The Loss After Tax for the financial year under review was Rs. 2,546.86
Lacs as against a Loss After Tax of Rs. 1,613.68 Lacs for the previous
financial year. Excluding the extra ordinary income of Rs. 783.21 Lacs,
the company''s Loss After Tax was Rs. 2,396.89 Lacs.
Increase in Loss is mainly on account of increased depreciation and
increase in other expenses like power & fuel, carriage outward, amount
w/off and misc expenses.
DIVIDEND:
The Board of Directors of the Company has not recommended any dividend
for the financial year 2012-2013 on account of negative performance.
MERGER OF THE PHARMACEUTICAL PRODUCTS OF INDIA LIMITED (PPIL) WITH THE
COMPANY:
The Hon''ble Board for Industrial and Financial Reconstruction (BIFR) is
considering the Rehabilitation and Revival cum Merger of the
Pharmaceutical Products of India Limited (PPIL) with the Company
afresh, pursuant to the Order of Hon''ble Supreme Court of India dated
16 May 2008.
The PPIL has submitted proposal for rehabilitation cum merger of PPIL
with Wanbury Limited, with Operating Agency, IDBI and after considering
the same in the joint meeting of all concerned, Operating Agency, IDBI
has submitted "Draft Rehabilitation Proposal" with Hon''ble BIFR for
their consideration. The Hon''ble BIFR is considering the "Draft
Rehabilitation Proposal" submitted by the IDBI, Operating Agency and we
expect that the "Draft Rehabilitation Proposal" will be circulated by
Hon''ble BIFR shortly for the consideration of the all concerned.
FOREIGN CURRENCY CONVERTIBLE BONDS ISSUE :
Your Company had issued Foreign Currency Convertible Bonds (FCCB)
aggregating  15 Million (Euro Fifteen Million Only) on 20 April 2007,
in two parts. First part consists of 800 nos. Foreign Currency
Convertible "A" Bonds of face value of  10,000 each i.e. size of Bond
A was  8 Million and second part consists of 700 nos. Foreign Currency
Convertible "B" Bonds of face value of  10,000 each i.e. size of Bond
B was  7 Million, in accordance with the terms and conditions
mentioned in the offering circular dated 25 April 2007.
During the year under review the Company has not received any
application tor conversion ot FCCB into equity shares of the Company.
However till date 5,29,085 fully paid equity shares of face value of Rs.
10/-each have been issued at a conversion price of Rs. 138.43 per equity
share upon conversion of 128 Foreign Currency Convertible A Bonds of
face value of  10,000 each and 424 Foreign Currency Convertible "A"
Bonds of face value of  10,000 each at 90% of their face value have
been bought back by the Company.
248 FCCB A Bonds have matured on 23 April 2012. The Company has
negotiated settlement terms vide agreement 14 September 2012 with the
bondholder holding 200 Bonds. Balance 48 FCCB A Bonds are pending for
settlement.
700 FCCB B Bonds have matured on 17 December 2012. Part of the bonds
were converted into term loan from State Bank of India and the Company
has negotiated settlement terms with the balance bondholder.
Total numbers of FCCB A Bonds outstanding as on 31 March 2013 are 48
and NIL FCCB B Bonds are outstanding as on 31 March 2013.
SUBSIDIARY COMPANIES:
The Company does not have a non listed Indian subsidiary. However, the
Company had 5 foreign subsidiaries as on 31 March 2013. Members may
kindly refer to the Statement pursuant to the provisions of Section 212
(1) (e) of the Companies Act, 1956 and information on the financials of
the subsidiary companies appended thereto, which forms part of this
Annual Report. In Compliance with Clause 32 of Listing Agreement,
audited consolidated financial statements also form part of this Annual
Report.
Pursuant to the exemption given by the Central Government, Ministry of
Corporate Affairs, vide its General Circular No. 2/2011 dated 8
February 2011, the Company is not attaching along with its Annual
Report, detailed financial statement of accounts comprising of Balance
Sheet, Statement of Profit & Loss, reports of Directors and the
Auditors and other information of its subsidiary companies.
Any Shareholder interested in obtaining the Balance Sheet, Statement of
Profit & Loss, Directors'' Report and Auditors'' Report of the
subsidiaries of the Company may write to the Company for the same.
DIRECTORS:
Mr. N. K. Puri and Mr. K. Chandran, Directors of the Company retire by
rotation at the ensuing Annual General Meeting and being eligible
offers themselves for re-appointment. Your Directors recommend their
re-appointment. PERSONNEL:
Statement of particulars of employees required under Section 217 (2A)
of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules, 1975, forms part of this report. However, in terms of
the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956,
the Report and the Accounts are being sent to all shareholders of the
Company excluding the aforesaid statement of particulars of employees.
Any Shareholder interested in obtaining a copy of the statement may
write to the Company for the same.
None of the employee of the Company holds (by himself/ herself or along
with his / her spouse and dependent children) more than 2% of the
Paid-up Equity Share Capital of the Company.
AUDITORS AND AUDITORS'' REPORT:
M/s. Kapoor & Parekh Associates, Chartered Accountant, retire as
Auditor of the Company at the conclusion of the ensuing Annual General
Meeting and-have confirmed their eligibility and willingness to accept
the office of the Auditors, if re-appointed. Your Board recommends
their re-appointment.
The Board recommends M/s. Kolath & Co., Chartered Accountants, Chennai
as Branch Auditors of the Company to audit the accounts of the
Company''s Plant situated at Tanaku, West Godavari District, Andhra
Pradesh. M/s. Kolath & Co. has confirmed their eligibility and
willingness to accept the office of the Branch Auditor, if appointed.
The observations made in the Auditors'' Report read together with
Relevant notes thereon are self explanatory & explained in Notes to
Accounts and hence do not call, any further comments under Section 217
of the Companies Act, 1956.
COST AUDITOR:
The report of Mr. Hemant V. Shah, Cost Accountant, in respect of audit
of cost accounts for Pharmaceutical Business of the Company forthe year
ended on 31 March 2013, will be submitted to the Cost Audit Department,
Central Government in due course.
The report of Mr. Hemant V. Shah, Cost Accountant, in respect of audit
of cost accounts for Pharmaceutical Business of the Company for the
year ended on 31 March 2012, has been submitted by the Company on 3
January 2013 to the Cost Audit Department, Central Government.
The Board of Directors of the Company has approved the appointment of
Mr. HemantV. Shah, Cost Accountant in respect of audit of cost accounts
for Pharmaceutical Business of the Company for the financial year
2013-2014 i.e. from 1 April 2013 to 31 March 2014.
An application is being made to the Central Government for its approval
for the appointment of Mr. Hemant V. Shah as Cost Accountant for the
financial year 2013-2014 i.e. from 1 April 2013 to 31 March 2014.
FIXED DEPOSITS:
The Company has not invited / accepted / renewed any fixed deposits as
per the provisions of Section 58 A of the Companies Act, 1956 from the
public during the year under review.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS
REPORT:
Report on Corporate Governance along with Auditors'' Certificate,
confirming compliance of the conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges forms part of the Annual Report.
Management Discussion and Analysis Report as stipulated under Clause 49
of the Listing Agreement with the Stock Exchanges also forms part of
the Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT:
In terms of Section 217 (2AA) of the Companies Act, 1956, the directors
of the Company would like to state that:
j) In the preparation of the Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) 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 and of the Loss of the
Company forthat period;
iii) The Directors have taken proper and sufficient care for the
maintenance of 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;
iv) The Directors have prepared the Accounts on a going concern basis.
CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY & FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information relating to Conservation of Energy, Technology Absorption
and Foreign Exchange Earning and Outgo as stipulated under Section 217
(1) (e) of the Companies Act,1956 read with the Companies (Disclosure
of Particulars in the Report of Board of Directors) Rules, 1988 is set
out in the separate statement, attached to this report & forms part of
it.
ACKNOWLEDGEMENTS:
Your Company and its Directors wish to extend their sincere thanks to
the Bankers, Central & State Government, Customers, Suppliers,
Stakeholders and Staff fortheir continuous co-operation & guidance and
also expect the same in the future.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
K. CHANDRAN A. L. BONGIRWAR
VICE CHAIRMAN DIRECTOR
Mumbai, 30 May 2013
Mar 31, 2012
The Directors present the Twenty-Fourth Annual Report together with
the Audited Accounts of the Company for the year ended on 31March 2012.
FINANCIAL HIGHLIGHTS:
(Rs. in Lacs)
For the
year ended For the
year ended
on
31.03.2012 on
31.03.2011
Total Revenue 35,537.46 33,037.63
Total Expenditure 37,934.35 35,262.16
Profit / (Loss) before Taxation (1,613.68) (2,224.53)
Income Tax - 2.16
Profit / (Loss) for the year after Tax (1,613.68) (2,226.69)
OPERATIONAL REVIEW:
The financial highlights are as under:
The Total Revenue for the financial year under review was Rs. 35,537.46
Lacs as against Rs. 33,037.63 Lacs in the previous year. The Total
Expenditure was Rs. 37,934.35 Lacs as against Rs. 35,262.16 Lacs.
The Loss before Tax for the financial year under review was Rs. 1,613.68
Lacs as against a Loss before Tax of Rs. 2,224.53 Lacs.
Exports of the Company during the year under review were Rs. 15,266.37
Lacs as against Rs. 12,006.53 Lacs in the previous year.
The Formulation Business revenues declined on account of high rate of
attrition, which put the profitability of the division under pressure.
Your Company's management has taken several measures to improve the
formulations business. All vacancies have been filled across the
country with the best talent. The Company has also engaged some of the
best talent in the industry at senior management leadership levels. The
new product pipeline is robust and the launch of these products should
help achieve a significant growth in formulation business revenues and
profitability.
DIVIDEND :
The Board of Directors of the Company has not recommended any dividend
for the financial year 2011-2012 on account of negative performance.
ALLOTMENT OF EQUITY SHARES :
The Company has allotted 26,90,000 Equity Shares to Expert Chemicals
(I) Pvt. Ltd. on 30 March 2012, a promoter group company, consequent to
its contribution made pursuant to the provisions of Corporate Debt
Restructuring Scheme approved by Corporate Debt Restructuring (CDR)
Cell.
MERGER OF THE PHARMACEUTICAL PRODUCTS OF INDIA LIMITED (PPIL) WITH THE
COMPANY :
The Hon'ble Board for Industrial and Financial Reconstruction (BIFR)
is considering the Rehabilitation and Revival cum Merger of the
Pharmaceutical Products of India Limited (PPIL) with the Company
afresh, pursuant to the Order of Hon'ble Supreme Court of India dated
16 May 2008.
The PPIL has submitted proposal for rehabilitation cum merger of PPIL
with Wanbury Limited, with Operating Agency, IDBI and after considering
the same in the joint meeting of all concerned, Operating Agency, IDBI
has submitted "Draft Rehabilitation Proposal" with Hon'ble BIFR
for their consideration. The Hon'ble BIFR is considering the "Draft
Rehabilitation Proposal" submitted by the IDBI, Operating Agency and
we expect that the "Draft Rehabilitation Proposal" will be
circulated by Hon'ble BIFR shortly for the consideration of the all
concerned.
FOREIGN CURRENCY CONVERTIBLE BONDS ISSUE :
Your Company had issued Foreign Currency Convertible Bonds (FCCB)
aggregating à 15 Million (Euro Fifteen Million Only) on 20 April,
2007, in two parts. First part consists of 800 nos. Foreign Currency
Convertible "A" Bonds of face value of à 10,000 each i.e. size of
Bond A was à 8 Million and second part consists of 700 nos. Foreign
Currency Convertible "B" Bonds of face value of à 10,000 each
i.e. size of Bond B was à 7 Million, in accordance with the terms and
conditions mentioned in the offering circular dated 25 April 2007.
During the year under review the Company has not received any
application for conversion of FCCB into equity shares of the Company.
However till date 5,29,085 fully paid equity shares of face value of Rs.
10/- each have been issued at a conversion price of Rs. 138.43 per equity
share upon conversion of 128 Foreign Currency Convertible A Bonds of
face value of à 10,000 each and 424 Foreign Currency Convertible
"A" Bonds of face value of à 10,000 each at 90% of their face
value have been bought back by the Company.
Total numbers of FCCB(A) outstanding as on 31 March 2012 were 248 and
Total No. of FCCB(B) outstanding as on 31 March 2012 were 700.
SUBSIDIARY COMPANIES :
The Company does not have a non listed Indian subsidiary. However, the
Company had 5 foreign subsidiaries as on 31 March 2012. Members may
kindly refer to the Statement pursuant to the provisions of Section 212
(1) (e) of the Companies Act, 1956 and information on the financials of
the subsidiary companies appended thereto, which forms part of this
Annual Report. In Compliance with Clause 32 of Listing Agreement,
audited consolidated financial statements also form part of this Annual
Report.
Pursuant to the exemption given by the Central Government, Ministry of
Corporate Affairs, vide its General Circular No. 2/2011 dated 8
February 2011, the Company is not attaching along with its Annual
Report, detailed financial statement of accounts comprising of Balance
Sheet, Statement of Profit & Loss, reports of Directors & the Auditors
and other information of its subsidiary companies.
Any Shareholder interested in obtaining the Balance Sheet, Statement of
Profit & Loss, Directors' Report and Auditors' Report of the
subsidiaries of the Company may write to the Company for the same.
DIRECTORS:
Dr. P. L. Tiwari, Director of the Company retires by rotation at the
ensuing Annual General Meeting and being eligible offers himself for
re-appointment. Your Directors recommend his re-appointment.
PERSONNEL :
Statement of particulars of employees required under Section 217 (2A)
of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules, 1975, forms part of this report. However, in terms of
the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956,
the Report and the Accounts are being sent to all shareholders of the
Company excluding the aforesaid statement of particulars of employees.
Any Shareholder interested in obtaining a copy of the statement may
write to the Company for the same.
None of the employee of the Company holds (by himself / herself or
along with his / her spouse and dependent children) more than 2% of the
Paid-up Equity Share Capital of the Company.
AUDITORS AND AUDITORS' REPORT :
M/s. Kapoor & Parekh Associates, Chartered Accountant, retire as
Auditor of the Company at the conclusion of the ensuing Annual General
Meeting and have confirmed their eligibility and willingness to accept
the office of the Auditors, if re- appointed. Your Board recommends
their re-appointment.
The Board recommends M/s. Kolath & Co., Chartered Accountants, Chennai
as Branch Auditors of the Company to audit the accounts of the
Company's Plant situated at Tanaku, West Godavari District, Andhra
Pradesh. M/s. Kolath & Co. has confirmed their eligibility and
willingness to accept the office of the Branch Auditor, if appointed.
The observations made in the Auditors' Report read together with
relevant notes thereon are self explanatory & explained in Notes to
Accounts and hence do not call, any further comments under Section 217
of the Companies Act, 1956.
COST AUDITOR :
The report of Mr. Hemant V. Shah, Cost Accountant, in respect of audit
of cost accounts for bulk drug and formulation business of the Company
for the year ended on 31 March 2012, will be submitted to the Central
Government in due course.
The Board of Directors of the Company has approved the appointment of
Mr. Hemant V. Shah, Cost Accountant in respect of audit of cost
accounts for bulk drug business of the Company for the financial year
2012-2013 i.e. from 1 April 2012 to 31 March 2013.
An application is being made to the Central Government for its approval
for the appointment of Mr. Hemant V. Shah as Cost Accountant for the
financial year 2012-2013 i.e. from 1 April 2012 to 31 March 2013.
FIXED DEPOSITS:
The Company has not invited / accepted / renewed any fixed deposits as
per the provisions of Section 58 A of the Companies Act, 1956 from the
public during the year under review.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS
REPORT:
Report on Corporate Governance along with Auditors' Certificate,
confirming compliance of the conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges forms part of the Annual Report.
Management Discussion and Analysis Report as stipulated under Clause 49
of the Listing Agreement with the Stock Exchanges also forms part of
the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 217 (2AA) of the Companies Act, 1956, the directors
of the Company would like to state that:
i) In the preparation of the Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) 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 and of the Loss of the
Company for that period.
iii) The Directors have taken proper and sufficient care for the
maintenance of 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 i rregularities;
iv) The Directors have prepared the Accounts on a going concern basis.
CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY & FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information relating to Conservation of Energy, Technology Absorption
and Foreign Exchange Earning and Outgo as stipulated under Section 217
(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure
of Particulars in the Report of Board of Directors) Rules, 1988 is set
out in the separate statement, attached to this report & forms part of
it.
ACKNOWLEDGEMENTS:
Your Company and its Directors wish to extend their sincere thanks to
the Bankers, Central & State Government, Customers, Suppliers,
Stakeholders and Staff for their continuous co-operation & guidance and
also expect the same in the future.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
K. CHANDRAN DR. P. L. TIWARI
VICE CHAIRMAN DIRECTOR
Mumbai, 28 May 2012
Mar 31, 2011
Dear Members,
The Directors have pleasure in presenting the Twenty -Third Annual
Report together with the Audited Accounts of the Company for the year
ended on 31st March, 2011.
FINANCIAL HIGHLIGHTS:
(Rs. in Lacs)
For the Year For the Year
ended on ended on
31.03.2011 31.03.2010
Turnover 31,514.25 35,475.00
Less: Excise Duty 514.76 364.18
Net Sales 30,999.49 35,110.82
Other Income 594.82 2,476.66
Total Income 31,594.31 37,587.47
Total Expenditure 33,817.53 34,433.24
Profit / (Loss) before Taxation (2,223.22) 3,154.23
Provision for Taxation:
- Current Tax 1.32 573.77
- Mat Credit Entitlement - (536.06)
- Income Tax of earlier years 2.16 124.37
Net Profit after Tax (2,226.70) 2,992.15
Balance b/f from Previous Year 5,931.68 3,110.82
Amount available for Appropriation 3,704.98 6,102.97
APPROPRIATION
Proposed Dividend - 146.89
Tax on Dividend - 24.40
Balance Carried to Balance Sheet 3,704.98 5,931.68
OPERATIONAL REVIEW:
The year under review posed a number of challenges, both external and
internal. Both the Active Pharmaceutical Ingredients Business (API
Business) and Formulation Business posted a negative growth in the year
under review.
The API Business witnessed a decline in the top line. The raw material
price increase and the time lag in passing on the price increase by way
of higher selling prices also eroded the gross margins of the API
division. Your management has taken several corrective and strategic
measures to turnaround the API business. Significant production process
improvements are being implemented which would result in savings in
production cost and boost the margins. New appointments of highly
experienced and talented staff have been made at the senior managerial
level which should help improve the business operations. Efforts to
gain higher market shares in Tramadol have been very successful, this
should help boost the profitability of the Company.
The Formulation Business revenues declined on account of high rate of
attrition, which put the profitability of the division under pressure.
Your management has taken several measures to improve the formulations
business. All vacancies have been filled across the country with the
best talent. The Company has also engaged some of the best talent in
the industry at senior management leadership levels. The new product
pipeline is robust and the launch of these products should help to
achieve a significant growth in formulation business revenues and
profitability.
The financial highlights are as under:
The Total Income for the financial year under review was Rs. 31,594.31
Lac as against Rs. 37,587.47 Lac in the previous year. The Total
Expenditure was Rs. 33,817.53 Lac as against Rs. 34,433.24 Lac.
The Loss before Tax for the financial year under review was Rs.
2,223.22 Lac as against a Profit before Tax of Rs. 3,154.23 Lac and a
Loss after Tax was Rs. 2,226.70 as against Profit after Tax of Rs.
2,992.15 Lac in the previous year.
Exports of the Company during the year under review were Rs. 12,006.53
Lac as against Rs. 13,938.80 Lac in the previous year.
DIVIDEND
The Board of Directors of the Company has not recommended any dividend
for the financial year 2010-2011 on account of negative performance.
CORPORATE DEBT RESTRUCTURING (CDR)
During the year under review Bank of India as the lead bank of the
consortium of bankers of your Company has referred the Company for
restructuring of its debt to the Corporate Debt Restructuring (CDR)
Cell.
The Corporate Debt Restructuring (CDR) Cell has approved Corporate Debt
Restructuring Scheme of the Company and has issued the letter of
approval (LOA) dated 23rd May, 2011.
As per the Scheme Bank of India (BOI) has been appointed as the
Monitoring Institution (MI) to oversee the implementation of the
package. Further to facilitate the process of monitoring the sanction
and implementation of the scheme as also to monitor the performance of
the Company a Monitoring Committee (MC) has been constituted. The
members of the MC are Bank of India, State Bank of India, IDBI Bank,
Exim Bank and a representative of the CDR Cell.
The cut-off date for the scheme is 30th September, 2010. The debts
outstanding on the cut-off date have been restructured. The Company has
been given a two-year moratorium for the principal portion of the term
loans which are now to be repaid in 32 quarterly instalments beginning
October 2012.
The irregular portion of the working capital limits has been
restructured into a Working Capital term loan to be repaid with a
moratorium of two years in 32 quarterly instalments beginning October
2012. The Banks have provided relief by way of lowering the interest
rates sanctions have also been incorporated for additional working
capital requirements, capex funding and priority loans. Adequate non-
fund based limits have also been provided for in the scheme.
Your management is confident that upon implementation of the scheme and
infusion of fresh funding the Company will be able to improve the
overall business and increase revenues and profitability of both the
business divisions.
MERGER OF THE PHARMACEUTICAL PRODUCTS OF INDIA LIMITED (PPIL) WITH THE
COMPANY:
The Hon'ble Board for Industrial and Financial Reconstruction (BIFR) is
considering the Rehabilitation and Revival cum Merger of the
Pharmaceutical Products of India Limited (PPIL) with the Company
afresh, pursuant to the Order of Hon'ble Supreme Court of India dated
16th May, 2008.
The PPIL has submitted proposal for rehabilitation cum merger of PPIL
with Wanbury Limited, with Operating Agency, IDBI and after considering
the same in the joint meeting of all concerned, Operating Agency, IDBI
has submitted "Draft Rehabilitation Proposal" with Hon'ble BIFR for
their consideration. The Hon'ble BIFR is considering the "Draft
Rehabilitation Proposal" submitted by the IDBI, Operating Agency and we
expect that the "Draft Rehabilitation Proposal" will be circulated by
Hon'ble BIFR shortly for the consideration of the all concerned.
FOREIGN CURRENCY CONVERTIBLE BONDS ISSUE:
Your Company had issued Foreign Currency Convertible Bonds (FCCB)
aggregating EURO15 Million (Euro Fifteen Million only) on 20th April,
2007, in two parts. First part consists of 800 nos. Foreign Currency
Convertible "A" Bonds of face value of EURO10,000 each i.e. size of
Bond A was EURO 8 Million and second part consists of 700 nos. Foreign
Currency Convertible "B" Bonds of face value of EURO10,000 each i.e.
size of Bond B was EURO7 Million, in accordance with the terms and
conditions mentioned in the offering circular dated 25th April, 2007.
During the year under review the Company has not received any
application for conversion of FCCB into equity shares of the Company.
However till date 5,29,085 fully paid equity shares of face value of
Rs. 10/- each have been issued at a conversion price of Rs. 138.43 per
equity share upon conversion of 128 Foreign Currency Convertible A
Bonds of face value of EURO10,000 each and 424 Foreign Currency
Convertible "A" Bonds of face value of EURO10,000 each at 90% of their
face value have been bought back by the Company.
Total numbers of FCCB(A) outstanding as on 31st March, 2011 were 248
and Total No. of FCCB(B) outstanding as on 31st March, 2011 were 700.
SUBSIDIARY COMPANIES:
The Company does not have a non-listed Indian subsidiary. However, the
Company had 5 foreign subsidiaries as on 31st March, 2011. Members may
kindly refer to the Statement pursuant to the provisions of Section 212
(1) (e) of the Companies Act, 1956 and information on the financials of
the subsidiary companies appended thereto, which forms part of this
Annual Report. In Compliance with Clause 32 of Listing Agreement,
audited consolidated financial statements also form part of this Annual
Report.
Pursuant to the exemption given by the Central Government, Ministry of
Corporate Affairs, vide its General Circular No. 2/2011 dated 8th
February, 2011, the Company is not attaching along with its Annual
Report, detailed financial statement of accounts comprising of Balance
Sheet, Profit & Loss Account, reports of Directors & the Auditors and
other information of its subsidiary companies.
Any Shareholder interested in obtaining the Balance Sheet, Profit &
Loss Account, Directors' Report and Auditors' Report of the
subsidiaries of the Company may write to the Company Secretary at the
Registered Office of the Company.
DIRECTORS:
Mr. A. L. Bongirwar and Mr. Ashok Shinkar, Directors of the Company
retire by rotation at the ensuing Annual General Meeting and being
eligible offer themselves for re-appointment. Your Directors recommend
their re-appointment.
PERSONNEL:
Statement of particulars of employees required under Section 217 (2A)
of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules, 1975, forms part of this report. However, in terms of
the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956,
the Report and the Accounts are being sent to all shareholders of the
Company excluding the aforesaid statement of particulars of employees.
Any Shareholder interested in obtaining a copy of the statement may
write to the Company Secretary at the Registered Office of the Company.
None of the employee of the Company holds (by himself / herself or
along with his / her spouse and dependent children) more than 2% of the
Paid-up Equity Share Capital of the Company.
AUDITORS AND AUDITORS' REPORT:
M/s. Kapoor & Parekh Associates, Chartered Accountant, retire as
Auditor of the Company at the conclusion of the ensuing Annual General
Meeting and have confirmed their eligibility and willingness to accept
the office of the Auditors, if re-appointed. Your Board recommends
their re-appointment.
M/s. Brahmayya & Co., Chartered Accountants, Vijayawada, retire as
Branch Auditors of the Company at the conclusion of ensuing Annual
General Meeting and have confirmed their eligibility and willingness to
accept the office of the Branch Auditor, to audit the accounts of the
Company's Plant situated at Tanaku, West Godavari District, Andhra
Pradesh, if re-appointed. Your Board recommends their re-appointment.
The observations made in the Auditors' Report read together with
relevant notes thereon are self explanatory & explained in Notes to
Accounts and hence do not call, any further comments under Section 217
of the Companies Act 1956.
COST AUDITOR:
The report of Mr. Hemant V. Shah, Cost Accountant, in respect of audit
of cost accounts for bulk drug business of the Company for the year
ended on 31st March, 2011, will be submitted to the Central Government
in due course.
The Board of Directors of the Company has approved the appointment of
Mr. Hemant V. Shah, Cost Accountant in respect of audit of cost
accounts for bulk drug business of the Company for the financial year
2011-2012 i.e. from 1st April, 2011 to 31st March 2012.
The Central Government has approved the appointment of Mr. Hemant V.
Shah as Cost Accountant for the financial year 2011-2012 i.e. from 1st
April, 2011 to 31st March 2012, on the application made by the Company.
FIXED DEPOSITS:
The Company has not invited / accepted / renewed any fixed deposits as
per the provisions of Section 58 A of the Companies Act 1956 from the
public during the year under review.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS
REPORT:
Report on Corporate Governance along with Auditors' Certificate,
confirming compliance of the conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges forms part of the Annual Report.
Management Discussion and Analysis Report as stipulated under Clause 49
of the Listing Agreement with the Stock Exchanges also forms part of
the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 217 (2AA) of the Companies Act, 1956, the directors
of the Company would like to state that:
i) In the preparation of the Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) 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 and of the Profit of
the Company for the period.
iii) The Directors have taken proper and sufficient care for the
maintenance of 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;
iv) The Directors have prepared the Accounts on a going concern basis.
CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY & FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information relating to Conservation of Energy, Technology Absorption
and Foreign Exchange Earning and Outgo as stipulated under Section 217
(1) (e) of the Companies Act ,1956 read with the Companies (Disclosure
of Particulars in the Report of Board of Directors) Rules, 1988 is set
out in the separate statement, attached to this report and forms part
of it.
ACKNOWLEDGEMENTS:
Your Company and its Directors wish to extend their sincere thanks to
the Bankers, Central & State Government, Customers, Suppliers,
Stakeholders and Staff for their continuous co-operation and guidance
and also expect the same in the future.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
K. CHANDRAN ASHOK SHINKAR
Vice Chairman Non-Executive Director
Mumbai, 30th May, 2011
Mar 31, 2010
The Directors have pleasure in presenting the Twenty-Second Annual
Report together with the Audited Accounts of the Company for the year
ended on 31st March, 2010.
FINANCIAL HIGHLIGHTS:
(Rs. in Lacs)
For the Year For the 6 months
period
ended on 31.03.
2010 ended on 31.03.
2009
Turnover 35,475.00 17,196.76
Less: Excise Duty &
Sales Tax 364.18 431.20
Net Sales 35,110.82 16,765.56
Other Income 2,476.65 439.67
Total Income 37,587.47 17,205.23
Total Expenditure 34,433.24 20,308.56
Profit / (Loss) before
Taxation 3,154.23 (3,103.33)
Provision for Taxation:
- Current Tax 573.77 0.58
- Mat Credit Entitlement (536.06) -
- Fringe Benefit Tax - 28.52
- Income Tax of earlier years 124.37 (3.93)
Net Profit after Tax 2,992.15 (3,128.50)
Balance b/f from Previous Year
3,110.82 6,239.33
Amount available for Appropriation 6,102.97 3,110.83
APPROPRIATION
Proposed Dividend 146.89 -
Tax on Dividend 24.40 -
Short Provision of Dividend of
Earlier Year - 0.01
Balance Carried to Balance Sheet 5,931.68 3,110.82
OPERATIONAL REVIEW:
The figures given above are not strictly comparable because the current
financial year covers12 months against the previous financial year of 6
months. However the highlights are as under:
The Total Income for the financial year under review was Rs. 37,587.47
Lac as against Rs. 17,205.23 Lac in the previous year. The Total
Expenditure was Rs. 34,433.24 Lac as against Rs. 20,308.56 Lac.
The Profit before Tax for the Financial Year under review was
Rs.3,154.23 Lac as against a loss of Rs.3,103.33 Lac.
The Profit after Tax for the Financial Year under review was
Rs.2,992.15 Lac as against a loss of Rs.3,128.50 Lac.
Exports of the Company during the year under review were Rs. 13,938.84
Lac and were Rs. 8,750.60 Lac for the 6 Months period ended as on 31st
March, 2009. The Company has been exporting its products to approx. 50
Countries.
DIVIDEND
Your CompanyÃs Directors are pleased to recommend dividend @ 10 % i.e.
Rs. 1/- per equity share for the year ended on 31st
March, 2010. Total cash outflow on account of dividend payment will be
Rs. 146.89 Lac excluding dividend tax. If the shareholders of the
Company approve the proposed dividend in their forthcoming Annual
General Meeting, the same will be paid to the eligible shareholders
after 12th August, 2010.
MERGER OF THE PHARMACEUTICAL PRODUCTS OF INDIA LIMITED (PPIL) WITH THE
COMPANY:
The HonÃble Board for Industrial and Financial Reconstruction (BIFR) is
considering the Rehabilitation and Revival cum Merger of the
Pharmaceutical Products of India Limited (PPIL) with the Company
afresh, pursuant to the Order of HonÃble Supreme Court of India dated
16th May, 2008.
The PPIL has submitted proposal for rehabilitation cum merger of PPIL
with Wanbury Limited, with Operating Agency, IDBI and after considering
the same in the joint meeting of all concern, Operating Agency, IDBI
has submitted ÃDraft Rehabilitation Proposalà with HonÃble BIFR for
their consideration. The HonÃble BIFR is considering the ÃDraft
Rehabilitation Proposalà submitted by the IDBI, Operating Agency and we
expect that the ÃDraft Rehabilitation Proposalà will be circulated by
HonÃble BIFR shortly for the consideration of the all concerns.
FOREIGN CURRENCY CONVERTIBLE BONDS ISSUE:
Your Company had issued Foreign Currency Convertible Bonds (FCCB)
aggregating EURO 15 Million (EURO Fifteen Million only) on 20th April,
2007, in two parts. First part consists of 800 nos. Foreign Currency
Convertible ÃAÃ Bonds {FCCB(A)} of face value of EURO 10,000 each i.e.
size of Bond A was EURO 8 Million and second part consists of 700 nos.
Foreign Currency Convertible ÃBÃ Bonds {FCCB(B)} of face value of EURO
10,000 each i.e. size of Bond B was EURO 7 Million, in accordance with
the terms and conditions mentioned in the offering circular dated 25th
April, 2007.
During the year under review the Company has not received any
application for conversion of FCCB into equity shares of the Company.
However till date 5,29,085 fully paid equity shares of face value of
Rs. 10/- each have been issued at a conversion price of Rs. 138.43 per
equity share upon conversion of 128 Foreign Currency Convertible A
Bonds of face value of EURO 10,000 each.
During the year the Company has bought back 424 Foreign Currency
Convertible ÃAÃ Bonds of face value of EURO 10,000 each at 90% of their
face value.
The book value of 424 Foreign Currency Convertible ÃAÃ Bonds bought
back by the Company was approx. EURO 5.07 Million, which were bought
back by the Company at EURO 3.82 Million. Your Company has saved EURO
1.25 Million i.e. approx. Rs. 8.40 Crore by buying back of aforesaid
FCCB.
Total numbers of FCCB(A) outstanding as on 31st March, 2010 were 248
and Total No. of FCCB(B) outstanding as on 31st March, 2010 were 700.
SUBSIDIARY COMPANIES
The Company does not have a non listed Indian subsidiary.
However, the Company had 5 foreign subsidiaries as on 31st March, 2010.
Members may kindly refer to the Statement pursuant to the provisions of
Section 212 (1) (e) of the Companies Act, 1956 and information on the
financials of the subsidiary companies appended thereto, which forms
part of this Annual Report. In Compliance with Clause 32 of Listing
Agreement, audited consolidated financial statements also form part of
this Annual Report.
Pursuant to the exemption given by the Central Government, Ministry of
Corporate Affairs, vide its Order dated 6th April, 2010, the Company is
not attaching along with its Annual Report, detailed financial
statement of accounts comprising of Balance Sheet, Profit & Loss
Account, reports of Directors & the Auditors and other information of
its subsidiary companies.
Any Shareholder interested in obtaining the Balance Sheet, Profit &
Loss Account, Directorsà Report and Auditorsà Report of the
subsidiaries of the Company may write to the Company Secretary at the
Registered Office of the Company.
DIRECTORS:
Mr. K. Chandran and Mr. N. K. Puri Directors of the Company retire by
rotation at the ensuing Annual General Meeting and being eligible
offers themselves for re-appointment. Your Directors recommend their
re-appointment.
Your Company has terminated the appointment of Dr. Rajaram Samant as
Whole Time Director of the Company w.e.f. 20th May, 2010.
The Company also has received a special notice from a shareholder of
the Company to remove Dr. Rajaram Samant as Director of
the Company. The Shareholders are requested to refer Notice of Annual
General Meeting for more details.
PERSONNEL:
Statement of particulars of employees required under Section 217 (2A)
of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules, 1975, forms part of this report. However, in terms of
the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956,
the Report and the Accounts are being sent to all shareholders of the
Company excluding the aforesaid statement of particulars of employees.
Any Shareholder interested in obtaining a copy of the statement may
write to the Company Secretary at the Registered Office of the Company.
None of the employee of the Company holds (by himself / herself or
along with his / her spouse and dependent children) more than 2% of the
Paid-up Equity Share Capital of the Company.
AUDITORS AND AUDITORSÃ REPORT:
M/s. Kapoor & Parekh Associates, Chartered Accountant, retire as
Auditor of the Company at the conclusion of the ensuing Annual General
Meeting and have confirmed their eligibility and willingness to accept
the office of the Auditors, if re-appointed. Your Board recommends
their re-appointment.
M/s. Brahmayya & Co., Chartered Accountants, Vijayawada, retire as
Branch Auditors of the Company at the conclusion of ensuing Annual
General Meeting and have confirmed their eligibility and willingness to
accept the office of the Branch Auditor, to audit the accounts of the
CompanyÃs Plant situated at Tanaku, West Godavari District, Andhra
Pradesh, if re-appointed. Your Board recommends their re-appointment.
The observations made in the Auditorsà Report read together with
relevant notes thereon are self explanatory & explained in Notes to
Accounts and hence do not call, any further comments under Section 217
of the Companies Act, 1956.
COST AUDITOR:
The report of Mr. Hemant V. Shah, Cost Accountant, in respect of audit
of cost accounts for bulk drug business of the Company for the year
ended on 31st March, 2010, will be submitted to the Central Government
in due course.
The Board of Directors of the Company has approved the appointment of
Mr. Hemant V. Shah, Cost Accountant in respect of audit of cost
accounts for bulk drug business of the Company for the financial year
2010-2011 i.e. from 1st April, 2010 to 31st March 2011. An application
for the approval of Central Government has been made towards the
appointment of Mr. Hemant V. Shah as Cost Auditor for the financial
year 2010-2011.
FIXED DEPOSITS:
The Company has not invited / accepted / renewed any fixed deposits as
per the provisions of Section 58 A of the Companies Act, 1956 from the
public during the year under review.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS
REPORT:
Report on Corporate Governance along with Auditorsà Certificate,
confirming compliance of the conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges forms part of the Annual Report.
Management Discussion and Analysis Report as stipulated under Clause 49
of the Listing Agreement with the Stock Exchanges also forms part of
the Annual Report.
DIRECTORSÃ RESPONSIBILITY STATEMENT:
In terms of Section 217 (2AA) of the Companies Act, 1956, the directors
of the Company would like to state that:
i) In the preparation of the Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) 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 and of the Profit of
the Company for the period.
iii) The Directors have taken proper and sufficient care for the
maintenance of 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;
iv) The Directors have prepared the Accounts on a going concern basis.
CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY & FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information relating to Conservation of Energy, Technology Absorption
and Foreign Exchange Earning and Outgo as stipulated under Section 217
(1) (e) of the Companies Act ,1956 read with the Companies (Disclosure
of Particulars in the Report of Board of Directors) Rules, 1988 is set
out in the separate statement, attached to this report & forms part of
it.
ACKNOWLEDGEMENTS:
Your Company and its Directors wish to extend their sincere thanks to
the Bankers, Central & State Government, Customers, Suppliers,
Stakeholders and Staff for their continuous co-operation & guidance and
also expect the same in the future.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
K. CHANDRAN K. R. N. MOORTHY
Vice Chairman Joint Managing Director
Mumbai, 28 th May, 2010
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