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Directors Report of Wanbury Ltd.

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 – 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 – 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, 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

 
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