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Notes to Accounts of Wanbury Ltd.

Mar 31, 2015

1. GENERAL INFORMATION:

Wanbury Limited ("the Company") is a public company domiciled in India. The Company is engaged in the business of pharmaceutical and related activities, including research.

2. Commitments:

a) Estimated amount of contracts remaining to be executed on capital account and not provided for, net of advances Rs, 113.67 Lacs (Pr. Yr. Rs, 154.06 Lacs).

b) Other Commitments - Non Cancellable operating leases (Refer Note 48).

The management considers the Service Tax, Excise Duty, Customs Duty, Sales Tax and Income Tax demand received from the authorities and demand received from NPPA are not tenable against the Company, and therefore no provision for these contingencies has been made.

Further, the Company does not expect, in respect of aforesaid matters, to have any material adverse effect on the Company,s financial conditions, results of operations or cash fows.

Future cash fows in respect of liability under clause (a) is dependent on terms agreed upon with the parties and in respect of liability under clause (b) to (g) are dependent on decisions by relevant authorities of respective disputes.

3. Exim Bank has subscribed to 4,511 Preference Shares of Euro 1,000/- each of Wanbury Holding B. V., a subsidiary company pursuant to the Preference Share Subscription Agreement dated 7 December 2006. Pursuant to the said agreement, Exim Bank has exercised Put Option vide letter dated 8 November 2011 and Company is required to pay USD 60 Lacs (Pr. Yr. USD 60 Lacs) [Rs, 3,755.45 Lacs (Pr. Yr. Rs, 3,696.81 Lacs)] to acquire aforesaid preference shares. Further, State Bank of India, London vide its letter dated 11 July 2012, has demanded repayment of Euro 32.60 Lacs (Pr. Yr. Euro 32.60 Lacs) [ Rs, 2,200.84 Lacs (Pr. Yr. Rs, 2,549.52 Lacs)] together with interest till the date of repayment from the Company in terms of Guarantee & Loan agreement dated 27 September 2007 vide which aforesaid credit facilities was granted to Cantabria Pharma S. L., the step down subsidiary of the Company. Both the above mentioned dues being part of the CDR Scheme will be accounted upon arriving at mutually agreed terms of settlement with the respective parties.

4. The Company operates solely in the pharmaceuticals segment and hence no separate disclosure for segment wise information is required.

5. Erstwhile the Pharmaceutical Products of India Limited (PPIL) was merged with the Company, pursuant to the Order dated 24 April 2007, passed by Hon,ble Board for Industrial and Financial Reconstruction (BIFR).

The Hon,ble Supreme Court vide its order dated 16 May 2008, has set aside the above referred BIFR order and remitted the matter back to BIFR for considering afresh as per the provisions of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA), in response to a petition fled by one of the unsecured creditors of erstwhile PPIL.

The BIFR has directed IDBI Bank, which has been appointed as an Operating Agency, to formulate new Draft Rehabilitation Scheme (DRS) pursuant to the Order of Hon,ble Supreme Court of India dated 16 May 2008. In the meanwhile, the Company has sought legal opinion and the Company has been advised to maintain status quo ante with respect to the merger under the said Scheme and that it should take further steps only on the basis of the fresh BIFR Order.

In view of the above, the Company has maintained a status quo. However, all actions taken by the Company pursuant to the sanctioned scheme shall remain subject to and without prejudice to the orders that may be passed by the BIFR while considering the case afresh pursuant to the directions of the Hon,ble Supreme Court in its order dated 16 May 2008.

As per BIFR Order dated 24 April 2007, statutory dues of erstwhile PPIL comprising of income tax Rs, 250.36 Lacs, profession tax Rs, 6.06 Lacs, customs duty Rs, 230 Lacs, sales tax Rs, 8.50 Lacs and excise duty Rs, 15.62 Lacs were required to be paid in six annual installments and the Company has pursuant to the scheme, allotted Non Convertible Debentures (NCDs) of Rs, 242.50 Lacs and Optionally Fully Convertible Debentures (OFCDs) of Rs, 581.99 Lacs, to some of the lenders of erstwhile PPIL, out of which dues amounting to Rs, 152.67 Lacs and Rs, 581.99 Lacs in respect of NCDs and OFCDs respectively, remains payable at the period end. Since BIFR is considering the matter afresh, pending fresh directives from the BIFR, aforesaid dues have not been paid.

6. The Corporate Debt Restructuring (CDR) proposal of the Company, having 30 September 2010 as the cutoff date, has been approved by the CDR Cell vide its Letter of Approval (LOA) dated 23 May 2011. Subsequently on execution of the Master Restructuring Agreement (MRA) dated 19 September 2011, effect of CDR Scheme has been given in the financial statements as per the MRA.

MRA among other terms and conditions, provide for:

a) Additional fund, non fund based assistance from the CDR lenders;

b) Promoters to bring further contributions in stages;

c) Reporting and other compliances by the Company; and

d) Right to the CDR lenders to convert at their option, the whole of the outstanding amount or 20% of rupee equivalent of the defaulted amount into fully paid-up equity shares of the Company at par, in case of certain defaults by the Company.

e) Right to receive recompense for the reliefs and sacrifces extended by Lenders within the CDR parameters with the approval of the CDR Empowered Group.

7. The Company does not have a Chief Financial Officer required under Section 203 of the Companies Act, 2013 and the Company is in process of identifying suitable candidate for the position of Chief Financial Officer.

8. a) The Company had issued on 20 April 2007, 800 Nos. 1% Unsecured Foreign Currency Convertible A Bonds

("A Bonds") and 700 Nos. 1% Unsecured Foreign Currency Convertible B Bonds ("B Bonds") of face value of € 10,000 each maturing on 23 April 2012 and 17 December 2012 respectively.

The A Bonds were convertible at the option of the holders of such bonds, unless previously redeemed or purchased and cancelled, into equity shares of face value of Rs, 10 each at a premium of Rs, 128.43, being conversion price of Rs, 138.43 at a fixed exchange rate of Rs, 57.22 to € 1 and such option being exercisable till 9 March 2012.

The B Bonds were convertible at the option of the holders of such bonds, unless previously redeemed or purchased and cancelled, into equity shares of Rs, 10 each at a premium of Rs, 128.43, being reset conversion price of Rs, 138.43 at a fixed exchange rate of Rs, 57.22 to € 1 and such option being exercisable till 5 November 2012.

The Company may, at the option of any holders of any Bonds, repurchase at the early redemptions amount, together with accrued and unpaid interest.

The A Bonds and the B Bonds are bearing interest @ 1% p.a. payable semi annually and Yield to Maturity of 7.50 % p.a. compounded semi annually.

b) The pro-rata premium payable on redemption, exchange gain/loss on premium payable and issue expenses is charged to Securities Premium Account.

c) During the year ended on 31 March, 2010 the Company bought back and cancelled 424 Foreign Currency Convertible "A" Bonds of face value of € 10,000 each.

d) During the period 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.

e) 248 FCCB "A Bonds" have matured on 23 April 2012. The Company has negotiated terms with bond holders holding 218 bonds and have been accounted for accordingly. For the balance 30 FCCB "A Bonds", pending negotiation effect given in the financial statements are as per the terms at the time of issue of the bonds.

f) 700 FCCB B Bonds have matured on 17 December 2012. Out of this, 556 bonds are repaid on 31 March 2014 and the Company has negotiated terms with 144 bondholder. Effects in the accounts have been given as per the terms of settlement with remaining bondholder.

9. a) Advance for investment to Wanbury Holding B.V., a subsidiary company, amounting to Rs, 10,004.46 Lacs

(Pr. Yr. Rs, 10,004.46 Lacs) are intended to be adjusted against the value of the Ordinary Shares to be issued by the aforesaid subsidiary.

b) The Company has invested Rs, 53.40 Lacs in equity shares of Bravo Healthcare Limited (BHL) and also given loan and advances aggregating to Rs, 7,598.04 Lacs in previous period. Net worth of BHL has been negative as per audited accounts for the year ended 31 March 2014.

The Company has invested Rs, 5.29 Lacs in shares of Ningxia Wanbury Fine Chemicals Company Limited ("Ningxia"), a wholly-owned subsidiary and net amount recoverable as at the period end is Rs, 124.11 Lacs. Net worth of Ningxia has been negative as per audited accounts for the period ended 31 March 2015.

The Company has invested Rs, 68.33 Lacs in shares of Wanbury Global FZE ("FZE"), a wholly-owned subsidiary and Rs, 1,254.35 Lacs in quasi share capital of FZE.

The Company has invested Rs, 3,849.02 Lacs in ordinary share of Wanbury Holding B.V.("WHBV"), a wholly-owned subsidiary, which is created for making investment in step down subsidiaries and has given advances of Rs, 10,004.46 Lacs to be adjusted against shares which is pending allotment. WHBV has made investment in it,s wholly-owned subsidiary, Cantabria Pharma S.L. ("CP") and given loans & advances to CP. The Company has also receivable from CP of Rs, 1,219.33 Lacs as at the period end. CP has incurred losses and net worth of CP has been negative. Further, CP has fled for voluntary insolvency in the Commercial Court of Madrid, Spain on 4 November 2013. CP is in the process of liquidations and Receiver has taken the control of CP as per the order of Commercial Court of Madrid, Spain.

In the preceding financial statement for the eighteen months period ended on 30 September 2014, provision was made for Diminution in value of investments aggregating to Rs, 5,230.38 Lacs and for Doubtful Advances aggregating to Rs, 18,945.94 Lacs and the same had been considered as Exceptional Items - Refer Note 30.

10. Disclosure of trade payable under current liabilities is based on the information available with the Company regarding the status of the suppliers as defned under the "Micro, Small and Medium Enterprises Development Act, 2006".

Amount outstanding as on 31 March 2015 to Micro, Small and Medium Enterprises on account of principal amount aggregate to Rs, 64.33 Lacs (Pr. Yr. Rs, 44.10 Lacs) and interest due thereon is Rs, 4.19 Lacs (Pr. Yr. Rs, 8.31 Lacs) and interest paid during the period Rs, Nil (Pr. Yr. Rs, Nil).As per the terms/understanding with the parties, no interest is payable, hence no provision has been made for the aforesaid interest. (Refer Note 9).

11. Employee Benefits

As required by Accounting Standard- 15 "Employees Benefits" the disclosure are as under:

Defned Contribution Plans

The Company offers its employees defned contribution plans in the form of Provident Fund (PF) and Employees, Pension Scheme (EPS) with the Government, and certain State plans such as Employees, State Insurance (ESI). PF and EPS cover substantially all regular employees and the ESI covers certain workers. Contributions are made to the Government,s funds. While both the employees and the Company pay predetermined contributions into the provident fund and the ESI Scheme, contributions into the pension fund is made only by the Company. The contributions are normally based on a certain proportion of the employee,s salary.

The estimates of future salary increase, considered in the actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

The expected contribution for Defend Benefit Plan for the next financial year will be in line with current financial period.

Death Benefit:

The Company provides for death benefit, a defend benefit plan, (the death benefit plan) to certain categories of employees .The death benefit plan provides a lump sum payment to vested employees on death, being compensation received from the insurance company and restricted to limits set forth in the sand plan. The death benefit plan is non – funded.

Leave Encashment:

The Company,s employees are entitled for compensated absences which are allowed to be accumulated and encased as per the Company,s rule. The liability of compensated absences, which is non-funded, has been provided based on report of independent actuary using the "Projected Unit Credit Method".

Accordingly aggregate of Rs, 375.19 Lacs (Pr. Yr. Rs, 383.86 Lacs) being liability as at the period end for compensated absences as per actuarial valuation has been provided in the accounts.

12. During the period, the Company has entered into forward exchange contract, being derivative instrument for hedge purpose and not intended for trading or speculation purposes , to establish the amount of currency in Indian Rupees required or available at the settlement date of certain payables and receivables.

13. Disclosure for operating leases under Accounting Standard 19-"Accounting for Leases":

The Company has taken various residential /godown /office premises (including furniture and fittings, therein as applicable) /cars under operating lease or leave and license agreements. These are generally cancellable and range from 11 months to 60 months under leave and license, or longer for other leases and are renewable by mutual consent on mutually agreeable terms. The Company has given refundable interest free security deposits in accordance with the agreed terms. The lease payments of Rs, 170.90 Lacs (Pr. Yr. Rs, 475.97 Lacs) are recognized in the Statement of Profit and Loss under "Rent" under Note 29.

14. Related Party Disclosure: A. Relationship:

Category I: Major Shareholders:

- Expert Chemicals (India) Pvt. Ltd. Category II: Subsidiary Companies:

- Wanbury Holding B. V. (Netherlands)

- Cantabria Pharma S. L. (Spain)

- Ningxia Wanbury Fine Chemicals Co. Ltd (China)

- Wanbury Global FZE (Ras-Al-Khaimah, UAE)

Category III: Key Management Personnel and their relatives:

- Mr. K. Chandran - Vice Chairman

- Mr. P. V. Pasupathy - President, API

- Mr. Indranil Chakravartthy - President, Formulation

Category IV: Others (Enterprise owned or significantly influenced by key management personnel or their relatives)

- Wanbury Infotech Pvt. Ltd

- Bravo Healthcare Limited

- Wanbury Pharma Limited

15. Net-worth of the Company as on 31 March 2015 is negative. The Company has initiated various measures, including restructuring of debts/ business and infusion of funds etc. Consequently, in the opinion of the management, operations of the Company will continue without interruption and hence, financial statements are prepared on a "going concern" basis.

16. In compliance of Companies Act, 2013, the Company has changed its financial year. Hence, current financial period is from 1 October 2014 to 31 March 2015 as compared to the previous financial period of eighteen months i.e. from 1 April 2013 to 30 September 2014 and consequently, fgures are not strictly comparable.

17. Figures of previous year are regrouped/ rearranged wherever necessary.


Sep 30, 2014

1. GENERAL INFORMATION:

Wanbury Limited ("the Company") is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956 (as amended by the Companies Act, 2013). The Company is engaged in the business of pharmaceutical and related activities, including research.

1.2 Terms/Rights attached to Equity Shares

The Company has only one class of equity shares with voting rights having a par value of Rs. 10 per share. The Company declares & pays dividend in Indian rupees. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders at the ensuing annual general meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the numbers of equity shares held by the shareholders.

1.3 Outstanding Options to subscribe to equity shares

11,25,236 warrants of the face value of Rs. Nil have been allotted to the shareholders of Erstwhile PPIL as per the BIFR order. The warrant holders have the right to subscribe to one equity share of Rs. 10/- each at the premium of Rs. 125/- per share which is exercisable within five years from 27 June 2007,being the date of allotment of the warrants. Also refer note 36.

58,199 Zero Coupon Optionally Fully Convertible Debentures (OFCDs) of face value of Rs. 1,000/- each were allotted to the lenders of erstwhile PPIL pursuant to the order dated 24 April 2007 of Hon''ble BIFR. OFCD were convertible between 1 November 2008 and 30 April 2012 into its equity shares at a price of Rs. 125/- and 67% of the three months average weekly closing price prior to the date of exercise of such right. The matter is under fresh consideration of BIFR pursuant to the order dated 16 May 2008 of Hon''ble Supreme Court.

Refer Note 37 for rights of lender under CDR scheme to convert dues into equity shares of the Company under certain condition stipulated in Master Restructuring Agreement dated 19 September 2011.

1.4 The Company has neither allotted any shares as fully paid-up pursuant to contract without payment being received in cash and by way of bonus shares nor bought back any shares during the period of five years preceding the date of this balance sheet.

1.5 Out of the above Equity Shares 5,67,000 (Pr. Yr. 5,67,000) shares are represented by 1,89,000 (Pr. Yr. 1,89,000) Global Depository Receipts.

1.6 Pursuant to the Corporate Debt Restructuring Scheme, the Company has allotted 25,90,000 (Pr. Yr. Nil) Equity Shares of Rs. 10/- each at the premium of Rs. 27.50 per Equity Shares to Expert Chemicals (India) Private Limited on 5 August 2013 on preferential basis.

2.1 (a) For the period ended 30 September 2014:

Term Loans are secured by pari passu first charge on all the present and future movable and immovable fixed assets of the Company situated at Patalganga and Tarapur, few brands of the Company and second charge, except in respect of Term Loans from State Bank of India which has a first charge, on all the present and future movable and immovable fixed assets of the Company situated at Tanuku and second pari passu charge on entire present and future current assets of the Company and pledge of entire holding of equity shares of the Company held by Expert Chemicals (I) Private Limited & Kingsbury Investment Inc, in addition to guarantee of Expert Chemicals (I) Pvt. Ltd., Bravo Healthcare Ltd.,Wanbury Global FZE, Wanbury Holding BV, Kingsbury Investment Inc and Mr. K. Chandran, Director of the Company.

(b) For the year ended 31 March 2013:

Term Loans are secured by pari passu first charge on all the present and future movable and immovable fixed assets of the Company situated at Patalganga and Tarapur, few brands of the Company and second charge, except in respect of Term Loans from State Bank of India which has a first charge, on all the present and future movable and immovable fixed assets of the Company situated at Tanuku and second pari passu charge on entire present and future current assets of the Company and pledge of entire holding of equity shares of the Company held by Expert Chemicals (I) Private Limited & Kingsbury Investment Inc, in addition to guarantee of Expert Chemicals (I) Pvt. Ltd., Bravo Healthcare Ltd.,Wanbury Global FZE, Wanbury Holding BV, Kingsbury Investment Inc and Mr. K. Chandran, Director of the Company.

2.2 Vehicle & Other loans are secured by hypothecation of assets acquired against respective loans.

2.3 Rate of Interest:

(a) For the period ended 30 September 2014:

The rate of interest on term loans vary between 1% to 11.50%p.a. and on vehicle and other loans vary between 6.30% to 10.00%p.a.

(b) For the year ended 31 March 2013:

The rate of interest on term loans vary between 1% to 11.50%p.a., on vehicle and other loans vary between 8.62% to 12.65%p.a. and deferred sales tax loan is interest-free.

3.1 The NCD are to be secured by a pari passu charge on the fixed assets of the Company situated at Patalganga and Plot No. J-17 at Tarapur. The NCD comprises of Part A of Rs. 60 and Part B of Rs. 40 which are redeemable at par at the end of two years and three years respectively from 1 May, 2007. The Company had redeemed Part A of Rs. 60 relating to 1,49,709 NCD''s in the earlier years. NCD''s amounting to Rs. 55.67 Lacs and Rs. 97 Lacs was due for repayment on 1 May 2009 and 1 May 2010 respectively. However, since the matter is under consideration of BIFR, the same will be paid as per the order of BIFR. Also Refer Note 36.

3.2 The OFCD are to be secured by a pari passu charge on the fixed assets of erstwhile PPIL situated at Plot No 24 at Tarapur and fixed assets at Mazgaon. OFCD are convertible between 1 November, 2008 and 30 April, 2012 into equity shares at a price being higher of Rs. 125/- and 67% of the three months average weekly closing price prior to the date of exercise of such right amounting to Rs. 290.99 Lacs and Rs. 291 Lacs was due for repayment on 30 April 2010 and 30 April 2011 respectively. However, since the matter is under consideration of BIFR, the same will be paid as per the order of BIFR. Also Refer Note 36.

3.3 There is delay in repayment of

(i) term loan aggregating to Rs. 1,366.36 Lacs (Pr. Yr. Rs. 903.71 Lacs) of 1 day (Pr.Yr. 1 day).

(ii) amount payable to FCCB Holders aggregating to Rs. 457.67 Lacs (Pr. Yr. Rs. 462.81 Lacs) of 890 days (Pr.Yr. 342 days).

(iii) interest on secured borrowings aggregating to Rs. 566.20 Lacs (Pr. Yr. Rs. 287.26 Lacs) ranging from 1 to 93 days (Pr. Yr. 1 to 60 days) in respect of dues to banks /financial institutions.

(iv) interest on FCCB aggregating to Rs. 46.25 Lacs (Pr. Yr. Rs. 36.94 Lacs) of 1189 days (Pr. Yr. 641 days).

3.4 Term loans of erstwhile PPIL amounting to Rs. 68.02 Lacs (Pr. Yr. Rs. 68.02 Lacs) are secured by a pari-passu first charge on its fixed assets of erstwhile PPIL.

3.5 The said dues were payable as per Merger Cum Revival Scheme approved by the BIFR vide its order dated 24 April, 2007. However, since the matter is under fresh consideration of BIFR, the same will be paid as per the order of BIFR. Also Refer Note 36.

4. Commitments:

a) Estimated amount of contracts remaining to be executed on capital account and not provided for, net of advances Rs. 154.06 Lacs (Pr. Yr. Rs. 390.92 Lacs)

b) Other Commitments- Non Cancellable operating leases (Refer Note 50)

5. Contingent Liabilities:

Sr. Particulars 30 Sept 2014 31 Mar 2013 No. Rs. in Lacs Rs. in Lacs

a) Contract of take out undertaking executed in favour of bank/ 26,590.04 23,643.60

financial institution for loans given to subsidiaries. (Euro 340.00 Lacs) (Euro 340.00 Lacs) Loans outstanding at the period end. 19,995.38 16,545.94 (Euro 255.68 Lacs) (Euro 237.93 Lacs)

b) Disputed demands by Income Tax Authorities. 201.53 105.21

Amount paid under protest and shown as advance. 59.01 59.01

c) Disputed demands by Sales Tax Authorities. 3,299.27 3,360.28

Amount paid under protest and shown as advance. 26.30 26.30

d) Disputed demands by Service Tax Authorities. 724.93 589.04 Amount paid under protest and shown as advance. 61.37 48.50

e) Disputed demands by Excise Authorities. 85.06 37.89

f) Claims against the Company not acknowledged as debts. 1,531.35 1,702.59

Future cash flows in respect of liability under clause (a) is dependent on terms agreed upon with the parties and in respect of liability under clause (b) to (f) are dependent on decisions by relevant authorities of respective disputes.

6. The Company has received notice of demand of Rs. 190.58 Lacs from the National Pharmaceutical Pricing Authority (NPPA), Government of India on account of alleged overcharging in respect of certain products under the Drug Price Control Order. This was contested before the jurisdictional Bombay High Court and the said court vide its order dated 20 September 2010 has granted interim relief by granting stay on the implementation and /or enforcement of the aforesaid order of NPPA.

7. The Company operates solely in the pharmaceuticals segment and hence no separate disclosure for segment wise information is required.

8. Erstwhile the Pharmaceutical Products of India Limited (PPIL) was merged with the Company, pursuant to the Order dated 24 April 2007, passed by Hon''ble Board for Industrial and Financial Reconstruction (BIFR).

The Hon''ble Supreme Court vide its order dated 16 May 2008, has set aside the above referred BIFR order and remitted the matter back to BIFR for considering afresh as per the provisions of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA), in response to a petition filed by one of the unsecured creditors of erstwhile PPIL.

The BIFR has directed IDBI Bank, which has been appointed as an Operating Agency, to formulate new Draft Rehabilitation Scheme (DRS) pursuant to the Order of Hon''ble Supreme Court of India dated 16 May 2008. In the meanwhile, the Company has sought legal opinion and the Company has been advised to maintain status quo ante with respect to the merger under the said Scheme and that it should take further steps only on the basis of the fresh BIFR Order.

In view of the above, the Company has maintained a status quo. However, all actions taken by the Company pursuant to the sanctioned scheme shall remain subject to and without prejudice to the orders that may be passed by the BIFR while considering the case afresh pursuant to the directions of the Hon''ble Supreme Court in its order dated 16 May 2008.

As per BIFR Order dated 24 April 2007, statutory dues of erstwhile PPIL comprising of income tax Rs. 250.36 Lacs, profession tax Rs. 6.06 Lacs, custom duty Rs. 230 Lacs, sales tax Rs. 8.50 Lacs and excise duty Rs. 15.62 Lacs were required to be paid in six annual installments and the Company has pursuant to the scheme, allotted Non Convertible Debentures (NCDs) of Rs. 242.50 Lacs and Optionally Fully Convertible Debentures (OFCDs) of Rs. 581.99 Lacs, to some of the lenders of erstwhile PPIL, out of which dues amounting to Rs. 152.67 Lacs and Rs. 581.99 Lacs in respect of NCDs and OFCDs respectively, remains payable at the period end. Since BIFR is considering the matter afresh, pending fresh directives from the BIFR, aforesaid dues have not been paid.

9. The Corporate Debt Restructuring (CDR) proposal of the Company, having 30 September 2010 as the cutoff date, has been approved by the CDR Cell vide its Letter of Approval (LOA) dated 23 May 2011. Subsequently on execution of the Master Restructuring Agreement (MRA) dated 19 September 2011, effect of CDR Scheme has been given in the financial statements as per the MRA.

MRA among other terms and conditions, provide for:

a) Additional fund, non fund based assistance from the CDR lenders;

b) Promoters to bring further contributions in stages;

c) Reporting and other compliances by the Company; and

d) Right to the CDR lenders to convert at their option, the whole of the outstanding amount or 20% of rupee equivalent of the defaulted amount into fully paid-up equity shares of the Company at par, in case of certain defaults by the Company.

e) Right to receive recompense for the reliefs and sacrifices extended by Lenders within the CDR parameters with the approval of the CDR Empowered Group.

10. Exim Bank has subscribed to 4,511 Preference Shares of Euro 1,000/- each of Wanbury Holding B. V., a subsidiary company pursuant to the Preference Share Subscription Agreement dated 7 December 2006. Pursuant to the said agreement, Exim Bank has exercised Put Option vide letter dated 8 November 2011 and Company is required to pay USD 60 Lacs (Rs. 3,696.81 Lacs) to acquire aforesaid preference shares. Further, State Bank of India, London vide its letter dated 11 July 2012, has demanded repayment of Euro 32.60 Lacs (Rs. 2,549.52 Lacs) together with interest till the date of repayment from the Company in terms of Guarantee & Loan agreement dated 27 September 2007 vide which aforesaid credit facilities was granted to Cantabria Pharma S L, the step down subsidiary of the Company. Both the above mentioned dues being part of the CDR Scheme will be accounted upon arriving at mutually agreed terms of settlement with the respective parties.

11. a) The Company had issued on 20 April 2007, 800 Nos. 1% Unsecured Foreign Currency Convertible A Bonds

("A Bonds") and 700 Nos. 1% Unsecured Foreign Currency Convertible B Bonds ("B Bonds") of face value of Euro 10,000 each maturing on 23 April 2012 and 17 December 2012 respectively.

The A Bonds were convertible at the option of the holders of such bonds, unless previously redeemed or purchased and cancelled, into equity shares of face value of Rs. 10 each at a premium of Rs. 128.43, being conversion price of Rs. 138.43 at a fixed exchange rate of Rs. 57.22 to Euro 1 and such option being exercisable till 9 March 2012.

The B Bonds were convertible at the option of the holders of such bonds, unless previously redeemed or purchased and cancelled, into equity shares of Rs. 10 each at a premium of Rs. 128.43, being reset conversion price of Rs. 138.43 at a fixed exchange rate of Rs. 57.22 to Euro 1 and such option being exercisable till 5 November 2012.

The Company may, at the option of any holders of any Bonds, repurchase at the early redemptions amount, together with accrued and unpaid interest.

The A Bonds and the B Bonds are bearing interest @ 1% p.a. payable semi annually and Yield to Maturity of 7.5% p.a. compounded semi annually.

b) The pro-rata premium payable on redemption, exchange gain/loss on premium payable and issue expenses is charged to Securities Premium Account.

c) During the year ended on 31 March 2010 the Company bought back and cancelled 424 Foreign Currency Convertible "A" Bonds of face value of Euro 10,000 each.

d) During the period 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.

e) 248 FCCB "A Bonds" have matured on 23 April 2012. The Company has negotiated terms with bond holders holding 218 bonds and have been accounted for accordingly. For the balance 30 FCCB A Bonds, pending negotiation effect given in the financial statements are as per the terms at the time of issue of the bonds.

f) 700 FCCB B Bonds have matured on 17 December 2012. Out of this, 556 bonds are repaid on 31st March 2014 and the Company has negotiated terms with 144 bondholder. Effects in the accounts have been given as per the terms of settlement with remaining bondholder.

12. Advance for investment to Wanbury Holding B.V, a subsidiary company, amounting to Rs. 10,004.46 Lacs (Pr. Yr. Rs. 5,375.35 Lacs) are intended to be adjusted against the value of the Ordinary Shares to be issued by the aforesaid subsidiary.

13. The Company has invested Rs. 53.40 Lacs in equity shares of Bravo Healthcare Limited (BHL) and also given loan and advances aggregating to Rs.7,598.04 Lacs. Net worth of BHL has been negative as per audited accounts for the year ended 31 March 2014.

The Company has invested Rs. 5.29 Lacs in shares of Ningxia Wanbury Fine Chemicals Company Limited ("Ningxia"), a wholly-owned subsidiary and net amount recoverable as at the period end is Rs.124.11 Lacs. Net worth of Ningxia has been negative as per audited accounts for the period ended 30 September 2014.

The Company has invested Rs. 68.33 Lacs in shares of Wanbury Global FZE ("FZE"), a wholly-owned subsidiary and Rs. 1,254.35 Lacs in quasi share capital of FZE.

The Company has invested Rs. 3,849.02 Lacs in ordinary share of Wanbury Holding B.V.("WHBV"), a wholly-owned subsidiary, which is created for making investment in step down subsidiaries and has given advances of Rs.10,004.46 Lacs to be adjusted against shares which is pending allotment. WHBV has made investment in it''s wholly-owned subsidiary, Cantabria Pharma S.L. ("CP") and given loans & advances to C P. The Company has also receivable from CP of Rs.1,219.33 Lacs as at the period end. CP has incurred losses and net worth of CP has been negative. Further, CP has filed for voluntary insolvency in the Commercial Court of Madrid, Spain on 4 November 2013. CP is in the process of liquidations and Receiver has taken the control of CP as per the order of Commercial Court of Madrid, Spain.

Till last year, no provision had been considered necessary in respect of above mentioned investments and advances. However, during the Current period, provision has been made for Diminution in value of investments aggregating to Rs. 5,230.38 Lacs and for Doubtful Advances aggregating to Rs. 18,945.94 Lacs. The same has been considered as Exceptional Items (Refer Note 30).

14. IDBI Bank vide its letter dated 4 August 2012 has invoked guarantee of Wanbury Limited in respect of dues from Bravo Healthcare Limited ("BHL"). BHL has repaid the dues of IDBI Bank during the current period, pursuant to letter dated 25 March 2014 for one time settlement. Consequently, IDBI released the Company from the guarantee provided to IDBI against loan given to BHL. No further liability is envisaged towards the dues of BHL.

15. Disclosure of trade payable under current liabilities is based on the information available with the Company regarding the status of the suppliers as defined under the "Micro, Small and Medium Enterprises Development Act, 2006".

Amount outstanding as on 30 September 2014 to Micro, Small and Medium Enterprises on account of principal amount aggregate to Rs. 44.10 Lacs (Pr. Yr. Rs. 35.64 Lacs) and interest due thereon is Rs. 8.31 Lacs (Pr. Yr. Rs. 20.12 Lacs ) and interest paid during the period Rs. Nil (Pr. Yr. Rs. Nil). Since as per the terms/understanding with the parties, no interest is payable, hence no provision has been made for the aforesaid interest. (Refer Note 9).

16. Employee Benefits

As required by Accounting Standard- 15 "Employees Benefits" the disclosure are as under:

Defined Contribution Plans

The Company offers its employees defined contribution plans in the form of Provident Fund (PF) and Employees'' Pension Scheme (EPS) with the Government, and certain State plans such as Employees'' State Insurance (ESI). PF and EPS cover substantially all regular employees and the ESI covers certain workers. Contributions are made to the Government''s funds. While both the employees and the Company pay predetermined contributions into the provident fund and the ESI Scheme, contributions into the pension fund is made only by the Company. The contributions are normally based on a certain proportion of the employee''s salary.

Gratuity:

The Company makes annual contributions to the Employees'' Group Gratuity-cum Life Assurance (Cash Accumulation) Scheme of the LIC, a funded defined benefit plan for qualifying employees. The scheme provides for payment to vested employees as under:

a) On normal retirement/early retirement/withdrawal/resignation:

As per the provisions of Payments of Gratuity Act, 1972 with vesting period of 5 years of service.

b) On the death in service:

As per the provisions of Payments of Gratuity Act, 1972 without any vesting period.

Death Benefit:

The Company provides for death benefit, a defined benefit plan, (the death benefit plan) to certain categories of employees. The death benefit plan provides a lump sum payment to vested employees on death, being compensation received from the insurance company and restricted to limits set forth in the said plan. The death benefit plan is non – funded.

Leave Encashment:

The Company''s employees are entitled for compensated absences which are allowed to be accumulated and encashed as per the Company''s rule. The liability of compensated absences, which is non-funded, has been provided based on report of independent actuary using the "Projected Unit Credit Method".

Accordingly aggregate of Rs. 383.86 Lacs (Pr. Yr. Rs. 519.51 Lacs) being liability as at the period-end for compensated absences as per actuarial valuation has been provided in the accounts.

17. Disclosure for operating leases under Accounting Standard 19-"Accounting for Leases":

The Company has taken various residential /godown / office premises (including furniture and fittings, therein as applicable) /cars under operating lease or leave and license agreements. These are generally cancellable and range from 24 months to 60 months under leave and licence, or longer for other leases and are renewable by mutual consent on mutually agreeable terms. The Company has given refundable interest-free security deposits in accordance with the agreed terms. The lease payments of Rs. 475.97 Lacs (Pr. Yr. Rs. 322.08 Lacs) are recognised in the Statement of Profit and Loss under "Rent" under Note 29.

18. Net-worth of the Company as on 30 September 2014 is negative. The Company has initiated various measures, including restructuring of debts/ business and infusion of funds etc. Consequently, in the opinion of the management, operations of the Company will continue without interruption. Hence, financial statements are prepared on a "going concern" basis.

19. Figures for the Current Period, being for eighteen months from 01 April 2013 to 30 September 2014, are not strictly comparable with those of the previous year which are for twelve months.

20. Figures of previous year are regrouped/ rearranged wherever necessary.


Mar 31, 2013

1. GENERAL INFORMATION:

Wanbury Limited ("the Company") is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its equity shares are listed on two stock exchanges in India. The Company is engaged in the business of pharmaceutical and rented activities, including research.

2. The Company has received notice of demand of Rs. 190.58 Lacs from the National Pharmaceutical Pricing Authority (NPPA), Government of India on account of alleged overcharging in respect of certain products under the Drug Price Control Order. This was contested before the jurisdictional Bombay High Court and the said court vide its order dated 20 September 2010 has granted interim relief by granting stay on the implementation and /or enforcement of the aforesaid order of NPPA.

3. Exim Bank has subscribed to 4,511 Preference Shares of Euro 1,000/- each of Wanbury Holding B. V, a subsidiary company pursuant to the Preference Share Subscription Agreement dated 7 December 2006. Pursuant to the said agreement, Exim Bank has exercised Put Option vide letter dated 8 November 2011 and Company is required to pay USD 60 Lacs (Rs. 3,263.40 Lacs)to acquire aforesaid preference shares. Further, State Bank of India, London vide its letter dated 11 July 2012, has demanded repayment of Euro 32.60 Lacs (Rs. 2,267.00 Lacs) together with interest till the date of repayment from the Company in terms of Guarantee & Loan agreement dated 27 September 2007 vide which aforesaid credit facilities was granted to Cantabria Pharma S L, the step down subsidiary of the Company. Both the above mentioned dues being part of the CDR Scheme will be accounted upon arriving at mutually agreed terms of settlement with the respective parties.

4. IDBI Bank vide its letter dated 4 August 2012 has invoked guarantee of Wanbury Limited in respect of dues from Bravo Healthcare Limited of Rs. 2,034.21 Lacs. Since Bravo Healthcare Limited is in the process of one time settlement with IDBI out of sales proceeds of its assets the Company dees not expect any liability at this stage.

5. The Company operates soiely in the pnarmaceuticals segment and nence no separate disclosure tor segment vv.se information is required.

6. Erstwhile the Pharmaceutical Products of India Limited (PPIL) was merged with the Company, pursuant to the Order dated 24 April 2007, passed by Hon''ble Board for Industrial and Financial Reconstruction (BIFR).

The Hon''ble Supreme Court vide its order dated 16 May 2008, has set aside the above referred BIFR order and remitted the matter back to BIFR for considering afresh as per the provisions of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA), in response to a petition filed by one of the unsecured creditors of erstwhile PPIL, The BIFR has directed IDBI Bank, which has been appointed as an Operating Agency, to formulate new Draft Rehabilitation Scheme (DRS) pursuant to the Order of Hon''ble Supreme Court of India dated 16 May 2008. In the meanwhile, the Company has sought legal opinion and the Company has been advised to maintain status quo ante with respect to the merger under the said Scheme and that it should take further steps only on the basis of the fresh BIFR Order." In view of the above, the Company has maintained a status quo. However, all actions taken by the Company pursuant to the sanctioned scheme shall remain subject to and without prejudice to the orders that may be passed by the BIFR white. considering the case a fresh pursuant to the directions of the Hon''ble Supreme Court in its Order dated 16 May 2008; As per BIFR Order dated 24 April 2007, statutory dues of erstwhile PPIL comprising of income tax Rs. 250.36 Lacsj profession tax Rs. 6.06 Lacs, custom duty Rs. 230 Lacs, sales tax Rs. 8.50 Lacs and excise duty Rs. 15.62 Lacs were required" to be paid in six annual installments and the Company has pursuant to the scheme, allotted Non-Convertible Debentures (NCDs) of Rs. 242.50 Lacs and Optionally Fully Convertible Debentures (OFCDs) of Rs. 581.99 Lacs, to some of the lenders of erstwhile PPIL, out of which dues amounting to Rs. 152.67 Lacs and Rs. 581.99 Lacs in respect of NCDs and OFCDs respectively, remains payable at the year end. Since BIFR is considering the matter afresh, pending fresh directives from the BIFR, aforesaid dues have not been paid.

7. The Company had separate IBIS software for formulation sales accounting which had been switched over/ linked to SAP in earlier years and also had changed from DCB Model to Distributorship Model (C&F) for selling formulation products. Consequently, trade receivables pertaining to formulation business are subject to confirmation, reconciliations and adjustments, if any.

Further, balances of trade receivables, loans and advances given, trade payables and other liabilities are subject to confirmation/ reconciliation and adjustments, if any.

However, in the opinion of management, as recovery and other measures are under active consideration, the receivable amounts outstanding have been considered good and recoverable.

8. The Corporate Debt Restructuring (CDR) proposal of the Company, having 30 September 2010 as the cutoff date, has been approved by the CDR Cell vide its Letter of Approval (LOA) dated 23 May 2011. Subsequently on execution of the Master Restructuring Agreement (MRA) dated 19 September 2011, effect of CDR Scheme has been given in the financial statements as per the MRA and excess interest accounted for the period 1 October 2010 to 31 March 2011 amounting to Rs. 783.21 Lacs has been reversed during the previous year ended 31 March 2012 and shown as exceptional item in the financial statements of the relevant year.

MRA among otherterms and conditions, provide for:

a) Additional fund, non fund based assistance from the CDR lenders;

b) Promoters to bring further contributions in stages;

c) Reporting and other compliances by the Company; and

d) Right to the CDR lenders to convert at their option, the whole of the outstanding amount or 20% of rupee equivalent of the defaulted amount into fully paid-up equity shares of the Company at par, in case of certain defaults by the Company.

9. a) The Company had issued on 20 April 2007, 800 Nos. 1% Unsecured Foreign Currency Convertible A Bonds

("A Bonds") and 700 Nos. 1% Unsecured Foreign Currency Convertible B Bonds ("B Bonds") of face value of

€ 10,000 each maturing on 23 April 2012 and 17 December 2012 respectively.

The A Bonds were convertible at the option of the holders of such bonds, unless previously redeemed or purchased and cancelled, into equity shares of face value of Rs. 10 each at a premium of Rs. 128.43, being conversion price of

Rs. 138.43 at a fixed exchange rate of Rs. 57.22 to € 1 and such option being exercisable till 9 March 2012.

The B Bonds were convertible at the option of the holders of such bonds, unless previously redeemed or purchased and cancelled, into equity shares of Rs. 10 each at a premium of Rs. 128.43, being reset conversion price of Rs. 138.43 at a fixed exchange rate of Rs. 57.22 to €1 and such option being exercisable till 5 November 2012. The Company may, at the option of any holders of any Bonds, repurchase at the early redemptions amount, together with accrued and unpaid interest.

The A Bonds and the B Bonds are bearing interest @ 1 % p.a. payable semi annually and Yield to Maturity of 7.5 % p.a. compounded semi annually.

b) The pro-rata premium payable on redemption, exchange gain/loss on premium payable and issue expenses is charged to Securities Premium Account.

c) During the year ended on 31 March 2010 the Company bought back and cancelled 424 Foreign Currency Convertible "A" Bonds of face value of € 10,000 each.

d) During the year under review the Company has not received any application for conversion of FCCB into equity shares of the Company. Howevertill date 5,29,085 fully paid equity shares of face value of ^ 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.

e) 248 FCCB "A Bonds" have matured on 23 April 2012. The Company has negotiated terms vide agreement dated 14 September 2012 with the bond holder holding 200 bonds and have been accounted for accordingly. For the balance 48 FCCB A Bonds, pending negotiation effect given in the financial statements are as per the terms at the time of issue of the bonds.

f) 700 FCCB B Bonds have matured on 17 December 2012.556 Bonds were converted into term loan of State Bank of India and the Company has negotiated terms with the 144 Bondholder. Effects in the accounts have been given as per the sanction letterfrom State Bank of India and the terms of settlement with remaining bondholder.

10. The Company has invested Rs. 53.40 Lacs (Pr. Yr. Rs. 53.40 Lacs) in equity shares of Bravo Healthcare Limited (BHL) and also given loan and advances aggregating to Rs. 7,558.02 Lacs (Pr. Yr. Rs. 7,502.60 Lacs). Net worth of BHL has been negative as per audited accounts for the year ended 31 March 2012.

The Company has invested Rs. 5.29 Lacs (Pr. Yr. Rs. 5.29 Lacs) in shares of Ningxia Wanbury Fine Chemicals Company Limited (Ningxia), a wholly-owned subsidiary and net amount recoverable as at the year end is Rs. 124.11 Lacs (Pr. Yr. Rs. 123.81 Lacs). Net worth of Ningxia has been negative as per audited accounts for the year ended 31 March 2013. The Company has invested Rs. 3,849.02 Lacs (Pr. Yr. Rs. 3,849.02 Lacs) in ordinary share of Wanbury Holding B.V.fWHBV"), a wholly-owned subsidiary, which is created for making investment in step down subsidiaries and has given advances of Rs. 5,375.35 Lacs (Pr. Yr. Rs. 5,348.35 Lacs) to be adjusted against shares which is pending allotment. WHBV has made investment in its wholly-owned subsidiary, Cantabria Pharma SI. ("CP") and given loans & advances to the CR Further, the Company has also receivable from CP of Rs. 4,813.53 Lacs (Pr. Yr. Rs. 4,686.59 Lacs) as at the year end. CP has incurred losses and suffered significant erosion of net worth.

The Company''s involvement in the aforesaid companies is of strategic importance and for long term and is contemplating steps for their revival, fund infusion etc. Hence, no provision has been considered necessary at this juncture in respect of aforesaid investments in and dues recoverable from them.

11. Disclosure of trade payable under current liabilities is based on the information available with the Company regarding the status of the suppliers as defined under the "Micro, Small and Medium Enterprises Development Act, 2006". Amount outstanding as on 31 March 2013 to Micro, Small and Medium Enterprises on account of principal amount aggregate to Rs. 35.64 Lacs (Pr. Yr. Rs. 71.43 Lacs) [including overdue amount of Rs. 26.05 Lacs (Pr. Yr. Rs. 48.39 Lacs)]and interest due thereon is Rs. 20.12 Lacs (Pr. Yr. Rs. 10.03 Lacs) and interest paid during the yearRs. Nil (Pr. Yr. Rs. Nil). Since as per the terms/understanding with the parties, no interest is payable, hence no provision has been made for the aforesaid interest (Refer Note 9).

12. The aggregate amount of revenue expenditure, except depreciation, incurred during the year on Research and Development and shown in the respective heads of account is Rs. 651.65 Lacs (Pr. Yr. Rs. 478.91 Lacs).

13. Employee Benefits

As required by Accounting Standard-15 "Employees Benefits" the disclosure are as under:

Defined Contribution Plans

The Company offers its employees defined contribution plans in the form of provident fund (PF) and Employees'' Pension Scheme (EPS) with the government, and certain state plans such as Employees'' State Insurance (ESI). PF and EPS cover substantially all regular employees and the ESI covers certain workers. Contributions are made to the Government''s funds. While both the employees and the Company pay predetermined contributions into the provident fund and the ESI Scheme, contributions into the pension fund is made only by the Company. The contributions are normally based on a certain proportion of the employee''s salary. During the year, the Company has recognised the following amounts in the Account:

Defined Benefit Plans Gratuity:

The Company makes annual contributions to the Employees'' Group Gratuity-cum Life Assurance (Cash Accumulation) Scheme of the LIC, a funded defined benefit plan for qualifying employees. The scheme provides for payment to vested employees as under:

a) On normal retirement/early retirement/withdrawal/resignation:

As per the provisions of Payments of Gratuity Act, 1972 with vesting period of 5 years of service.

b) On the death in service:

As per the provisions of Payment of Gratuity Act, 1972 without any vesting period.

Death Benefit:

The Company provides for death benefit, a defined benefit plan, (the death benefit plan) to certain categories of employees The death benefit plan provides a lump sum payment to vested employees on Death, being compensation received from the insurance company and restricted to limits setforth in the said plan. The death benefit plan is non-funded.

Leave Encashment:

The Company''s employees are entitled for compensated absences which are allowed to be accumulated and encashed as per the Company policies and the same is being provided based on report of independent actuary using the Projected Unit Credit Method.

Accordingly Rs. 519.51 Lacs (Pr. Yr. Rs. 377.43 Lacs) (including towards current liability of Rs. 69.52 Lacs (Pr. Yr. Rs. 31.35 Lacs)) being liability as at the year-end for compensated absences as per actuarial valuation has been provided in the accounts.

14. In terms of the requirements of the Accounting Standards -28 on "Impairment of Assets" issued by the Institute of Chartered Accountants of India, the amount recoverable against Fixed Assets has been estimated for the year end by the management based on the valuation carried out by the approved valuer. The recoverable amount so assessed was found to be adequate to coverthe carrying amount of the assets.

15. The Company has entered into Derivatives structure for hedge purpose and not intended fortrading or speculation. The year end foreign currency exposures that have been hedged by a derivative instrument or otherwise are as below:

16. Disclosure for operating leases under Accounting Standard 19-"Accounting for Leases":

The Company has taken various residential /godown / office premises (including furniture and fittings, therein as applicable) under operating lease or leave and license agreements. These are generally not non-cancellable and range from 33 months to 5 years under Leave and Licence, or longer for other leases and are renewable by mutual consent on mutually agreeable terms. The Company has given refundable interest free security deposits in accordance with the agreed terms. The lease payments of Rs. 322.08 Lacs (Pr. Yr. Rs. 318.77 Lacs) are recognised in the Statement of Profit and Loss under "Rent" under Note 29.

17. Advance for investment to Wanbury Holding B.V, a subsidiary company, consists of expenses incurred /payment made to / on behalf of aforesaid subsidiary amounting to Rs. 5,375.35 Lacs (Pr. Yr. Rs. 5,348.35 Lacs) which are intended to be adjusted against the value of the Ordinary Shares to be issued by the aforesaid subsidiary.

18. Related Party Disclosure: (With whom the transactions have taken place during the year) A. Relationship:

Category 1: Major Shareholders:

Expert Chemicals (India) Pvt. Ltd. Category 2: Subsidiary Companies:

Wanbury Holding B. V. (Netherlands)

Cantabria Pharma S. L. (Spain;

Ningxia Wanbury Fine Chemicals Co. Ltd (China)

Wanbury Global FZE (Ras-AI-Khaimah. UAE; Category 3: Key Management Personnel and their relatives:

Mr. K. Chandran Vice Chairman

Category 4: Others (Enterprise owned or significantly influenced by key management personnel or their relatives)

Wanbury Infotech Pvt. Ltd

Bravo Healthcare Limited

Note-Sales excludes free replacements, offers

19. The Company has incurred losses since last 3 years and net-worth of the Group (the Company & its subsidiaries), based on consolidated financial statements for the year ended on 31 March 2013 is negative. The Company has initiated various measures, including restructuring of debts, business ara infusion of funds etc. Consequently, in the opinion of the management, operations of the Company will continue.. ithout interruption. Hence, financial statements are prepared on a "going concern" basis.

20. Other Long Term Loans and Advances (Refer Note 14) including the interest receivable thereon aggregating to Rs. 2,853.18 Lacs are outstanding at the year-end. These amounts are repayable on demand. The Company has received the amount when demanded. Further respective parties have confirmed their balances at the end of the year and management considers these amounts as receivable and hence no provisions have been considered necessary.

21. Figures of previous year are regrouped rearranged wherever necessary so as to maKe them comparable with the current year.

 
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