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Directors Report of Wanbury Ltd.

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

CONSOLIDATED ACCOUNTS:

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.

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 ? 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.

SHARE CAPITAL:

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.

DIVIDEND:

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.

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 31st March, 2023, 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

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.

STATUTORY AUDITORS:

As per the provisions of sections 139, 141 of the Companies Act, 2013 and rules made thereunder (hereinafter referred to as “The Act”), the Company at its Board Meeting Held on 22 June, 2022 subject to approval of members in the Annual General Meeting (“AGM”) 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.

AUDITOR''S REPORT:

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.

COST AUDITOR:

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.

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, 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.

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 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

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

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

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:

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.

EMPLOYEE STOCK OPTION SCHEME:

The Company has instituted Employee Stock Option Scheme 2016 (“Wanbury ESOP 2016”) 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.

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, 3,38,865 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.

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.


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 (“IGAAP") 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. (“EARC”) 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. (“EARC”) 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. (“EARC”) 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/- .

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:

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.

AUDITORS’ 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. 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. 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 Government’s 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 (“Wanbury ESOP 2016”) 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.

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, 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 Company’s 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 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.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. AUDITORS’ 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 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.

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 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.

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 Government’s 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 Company’s 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 ‘Corporate Governance’ 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.

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, 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 – 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, 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 € 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 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 € 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.

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 Company’s 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 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 concern, 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 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 “A” 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 “B” 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 “A” Bonds of face value of EURO 10,000 each at 90% of their face value.

The book value of 424 Foreign Currency Convertible “A” 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, 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. 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 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, 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 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 & 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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