Directors Report of Wockhardt Ltd.

Mar 31, 2022

The Board of Directors are pleased to present the Twenty Third Annual Report of the Company along with the Audited Financial Statements for the financial year ended 31^st March, 2022.

FINANCIAL RESULTS AND HIGHLIGHTS

	('' in Crore)
Particulars	Year ended March 31, 2022	Year ended March 31,2021
Consolidated Continuing Operations
Total Revenue from Continuing Operations	3,250	2,840
Profit before Depreciation, Finance Cost & Tax from Continuing Operations	318	69
Profit/(Loss) before Tax from Continuing Operations	(411)	(568)
Tax expense - Credit/(charge) of Continuing Operations	132	271
Profit/(Loss) after Tax before Other Comprehensive Income from Continuing Operations	(279)	(297)
Discontinued Operations
Profit/(Loss) from Discontinued Operations before Tax	-	1,484
Tax expense of Discontinued Operations - (charge)/credit	-	(499)
Profit/(Loss) from Discontinued Operations	-	985
Profit/(Loss) for the year	(279)	688
Total Comprehensive Income	(306)	684
Standalone Continuing Operations
Total Revenue from Continuing Operations	1,410	1,028
Profit before Depreciation, Finance Cost & Tax from Continuing Operations	260	(97)
Profit/(Loss) before Tax from Continuing Operations	(184)	(623)
Tax expense - Credit/(charge) of Continuing Operations	44	231
Profit/(Loss) after Tax before Other Comprehensive Income from Continuing Operations	(140)	(392)
Discontinued Operations
Profit/(Loss) from Discontinued Operations before Tax	-	1,484
Tax expense of Discontinued Operations - (charge)/credit	-	(499)
Profit/(Loss) from Discontinued Operations	-	985
Profit/(Loss) for the year	(140)	593
Total Comprehensive Income	(141)	593

The Consolidated total revenue of the Company for the financial year ended 31^st March, 2022 stood at '' 3,250 crore as compared to '' 2,894 crore (including revenue from discontinued operations '' 54 crore) of previous year. Earnings before interest, tax, depreciation and amortization (EBITDA) for the year ended 31^st March, 2022 was '' 298 crore vis-a-vis '' (47) crore during previous year. The Total Comprehensive Income for the year stood at '' (306) crore vis-a-vis '' 684 crore of previous year.

On a Standalone basis, the Company registered total revenue of '' 1,410 crore as compared to '' 1,082 crore (including revenue from discontinued operations '' 54 crore) of previous year. Total Comprehensive Income for the year stood at '' (141) crore vis-a-vis '' 593 crore of previous year.

STATE OF COMPANY''S AFFAIRS

Financial year 2021-22 has seen some major developments for your Company.

Wockhardt and Jemincare partner for novel respiratory antibiotic Nafithromycin

Wockhardt Bio AG - a subsidiary of Wockhardt Limited, ("Wockhardt") and Jiangxi Jemincare Group Company Limited, China ("Jemincare") have partnered for Wockhardt''s novel patented antibiotic WCK 4873 (INN: Nafithromycin) in People''s Republic of China, Hong Kong, Macau and Taiwan for the treatment of community-acquired bacterial pneumonia and other respiratory tract infections.

Under the terms of the definitive agreement, Jemincare will be responsible for exclusive development and commercialization of the Nafithromycin in the select markets. A joint steering committee is formed to oversee development and regulatory activities. Wockhardt will receive an upfront payment and will be eligible for regulatory-linked milestone payments. Further, Wockhardt would supply the product to Jemincare and will receive royalties on net sales. Wockhardt would transfer the manufacturing technology to Jemincare at mutually agreed time.

National Institutes of Health (NIH), USA to conduct human Phase 1 trial of Wockhardt''s novel once-a-day MDR Gramnegative antibiotic WCK 6777

The National Institute of Allergy and Infectious Diseases (NIAID), part of the National Institutes of Health (NIH), United States of America (USA) is supporting a Phase 1 clinical trial of Wockhardt''s novel once-a-day, multidrug-resistant (MDR) Gram-negative targeted antibiotic WCK 6777. The trial will be conducted at NIAID''s Phase I clinical trial units in the USA. NIAID will sponsor the investigational new drug (IND) application for the study. The Food and Drug Administration (USA) has granted a Qualified Infectious Disease Product (QIDP) designation to WCK 6777, which signifies its ability to meet unmet medical need and facilitates faster approval process. Interestingly, WCK 6777 is a combination of zidebactam and ertapenem and, zidebactam has also been combined with cefepime, the combination designated as WCK 5222. WCK 6777 operates through a novel p-lactam enhancer action that enables it to overcome several clinically challenging resistance mechanisms in Gram-negative pathogens. Once-a-day therapeutic profile of WCK 6777 is expected to cut hospital admissions, facilitate early patient discharge and thus introduce patient-centered care for MDR infections. Through independent preclinical studies, WCK 6777 is shown to be active against several carbapenem-resistant Gram-negative pathogens such as Escherichia coli and Klebsiella, which are often the cause of community as well as hospital infections such as urinary tract infections (UTIs). In USA, UTIs alone accounts for about three million annual hospitalizations and are linked to hospital care cost exceeding 2.8 billion USD¹. This trial is being funded in whole or in part under NAIID award number HHSN272201500005I.

Collaboration with Serum Life Sciences UK for manufacturing multiple vaccines in the United Kingdom

CP Pharmaceuticals Limited, a subsidiary of Wockhardt Limited and Serum Life Sciences UK have collaborated for delivering a global vaccine programme (~ 150 mn doses annually). A profit sharing arrangement has been made between the two parties. This collaboration is testament to the excellence and innovation that both parties bring to the global vaccine market. It will be instrumental in building long-term capacity in the UK. With this, your Company seeks to further bolster supply resilience and support the global rollout of vaccines. This deal signifies the role that your Company will now step up to play in the global supply of multiple vaccines protecting citizens against infectious diseases - which may include those used to immunise against COVID-19.

Updates on Research and Development

Your Company''s strategic focus continues to be on Research and Development (''R&D''). With the Company''s New Chemical Entity (''NCE'') WCK 6777 getting QIDP designation from the US FDA, Wockhardt became the only Company in the world to hold QIDP Status for six antibiotics. Three of them are targeting Gram-Negative pathogens and the other three are effective against Gram-Positive difficult-to-treat "Superbugs".

R&D endeavours in the pharmaceutical business not only have long gestation period but demands heavy investments; accordingly, your Company, year-on-year, continues to invest substantial part of topline on R&D. During the year, R&D expenses stood at '' 143 crore (4.43% of consolidated revenue) vis-a-vis '' 172 crore of previous year.

Being a research based Global Pharmaceutical and Biotech Company, your Company has strong focus on developing intellectual property. During the year, the Company has filed 41 patent applications and 40 patents were granted during the year of which 36 patents were for NCEs. Accordingly, as on 31^st March, 2022, the Company has cumulatively filed 3,228 patents and holds 803 grants.

During the year, your Company continued its long-term strategic initiatives in value creation through cost containments, fostering culture of cost-consciousness, budgetary controls to improve efficiencies and working capital optimization which gave positive impact.

Current status of QIDP products: Spurring Clinical development of NCEs in different territories:

WCK 5222: An abridged Phase 3 global study protocol finalized in consultation with US FDA EMA and Chinese FDA (NMPA). The study which was expected to commence in second half of 2020 could not be initiated due to COVID-19 pandemic. With pandemic in most part of the world showing receding trend, the study is expected to start in in the second half of 2022.

WCK 4282:. A leading global infectious disease expert opined in 2021 that WCK 4282 has genuine potential to be workhorse antibiotic as a superior replacement to ceftriaxone and piperacillin-tazobactam. After the start of WCK 5222 study, Phase 3 study for WCK 4282 is estimated to commence in December 2022.

WCK 4873: The Phase 3 Study recommenced in February 2022 following the availability of clinical sites previously occupied by COVID patients.

WCK 771 & WCK 2349: Since their launch, both Emrok & Emrok O have been gaining wider clinical acceptability by virtue of them addressing unmet need in the management of serious Gram-positive infections with about 20,000 patients already treated with these novel drugs.

WCK 6777: World''s most prestigious and the largest bio-medical research organization, the National Institutes of Health (NIH, USA) has recognized the clinical significance of WCK 6777 and accordingly selected for the conduct of Phase 1 study. The study will be undertaken at NIH''s Phase 1 clinical trial unit in consultation with two top notch US infectious disease experts Dr Robert Bonomo and Dr Thomas Lodise.

Your Company has strong focus in developing intellectual property and filed 41 patents during the year under review. During the year, 40 patents were granted of which 36 patents were for NCEs. Thus, year after year an impressive success rate for the grant of NCE patents is maintained. As on 31^st March, 2022, combined pool of Company''s patent has reached 3,228 filings and 803 grants.

Biotechnology Research of the Company

Development of Biosimilars and Biobetters is our Biotech R&D team''s primary focus area. Biotechnology is viewed by global experts as the pharmaceutical technology of the future, and we have a very strong commitment to this field. Our highly accomplished multidisciplinary team of committed biotechnologists, biochemists, biophysicists, biochemical and chemical engineers as well as protein chemists are poised to develop biological drugs to address unmet clinical needs.

Biotechnology R&D team of the Company has succeeded in developing and commercializing Recombinant Hepatitis-B Vaccine (Biovac-B), Recombinant Human Erythropoietin (WEPOX), Recombinant Human Insulin (WOSULIN), Recombinant Insulin Glargine (GLARITUS), which have all been well received in the market.

Your Company has a robust pipeline of recombinant therapeutic proteins for major healthcare needs. Out of these, Recombinant Interferon Alfa 2b and PEGylated G-CSF have already been approved for manufacturing and marketing in India. The overall focus is development and commercialization of antidiabetic Biosimilar products. Other products at different stages of development are: Recombinant Insulin analogues (Insulin Aspart, Insulin Lispro), Recombinant Darbepoetin, GLP-1 agonists etc. Pharmacokinetic and Pharmacodynamic (PK/PD) study for Insulin Aspart has been initiated and is estimated to be completed in FY22-23.

E. coli based platform technology for Insulin has started displaying its potential, as revealed by the scale up studies in Project E, promising more than 24 Kg/batch in Project C and a capacity of ~3 tons/year in the existing plant and with DSP up-gradation a capacity of >6 tons/annum is achievable. The platform technology offers opportunity with surmountable challenge to replicate the same for other insulin analogues. E. coli based platform technology for Insulin Aspart has also been successfully scaled up in project E.

Biobetters:

Insulin for insulin resistant/higher BMI diabetic patients:

In-house developed Biobetter Recombinant Human Insulin (200IU/mL): Consegna R and Consegna 30/70, have already been launched in India. With 50% volume reduction per dose, Consegna which promises reduced pain and better compliance has been well received in the market.

Biotechnology team is also developing other Biobetter drugs like combination of insulin and insulin analogues; insulin/insulin analogues and GLP-1 agonist for addressing the patients'' needs, particularly of insulin resistant/higher BMI diabetic patients. Preclinical study for one of the Insulin/Insulin Analogue biobetter drug products is planned to be initiated in 2022.

Vaccines:

During the covid-19 pandemic, your Company successfully transferred non-replicating viral vector based covid-19 vaccine technology and carried out process validation at manufacturing facility. The company also successfully obtained the necessary regulatory approvals for manufacturing and export

COVID 19 Pandemic Impact & Response - Recovery and Road Map Ahead

The second half of 2021 showcased the resilience of the Pharmaceutical Industry with significant outcome of efforts on vaccine development with multiple vaccine approvals. The launch of vaccination in some countries in end 2020 raised hopes of an eventual end to the pandemic. In what was believed as a ray of hope and to have subsided over the fourth quarter of 2021, the financial year started with havoc struck in the form of worst mutation of the Sars-COV-2 virus by way of Delta variant. The first quarter of 2021 saw the unprecedented outbreak of this variant which first got detected in India and spread across 179 countries through November 2021. Economies were forced to go under lockdown to contain the spread which dampened the already bleak economic prospects of revival. The variant proved to be one of the most devastating forms of the list of mutations leading to large number of hospitalizations & deaths and events believed to have deep and cascading impact across the entire economic chain. Industrial and other economic activity, consumption, mobility slowed down as countries braced themselves eventually to prioritize the healthcare infrastructure. Supply disruptions continued to weigh on activity. While on one hand economies were evolving from the onslaught of Delta in H1, H2 prospects continued to be dampened by the more infectious but less lethal Omicron mutation which expanded presence across the globe. However it is noteworthy that vaccination drive peaked across the globe during this period with the most encouraging results and this helped to contain the effects of the virus, its lineages and sub lineages.

Surging infections on account of recurrent mutations continue to disrupt the path to economic recovery and consequently uncertainties still continues. Much remains to be done on the health and economic policy fronts to limit persistent damage from the severe contraction and ensure a sustained recovery. Containment efforts will be of key focus through 2022.

The COVID-19 pandemic has transitioned to a new phase with widespread use of vaccines and improved therapeutics, but the periodic emergence of viral variants and incomplete vaccine rollouts leaves significant uncertainty in the years ahead.

The COVID-19 crisis has disrupted the human civilization and gave a herculean task to reshape the world. The entire world realized the gravity of the situation and were left with no alternative but for prolonged quarantine.

Your Company had undertaken proactive steps from the inception of the pandemic across all facets of business operations & safety of people. Anticipating the onset of major crisis in time to come and in the best interest of all the internal stakeholders in focus, your Company quickly took decision to roll out work from home (WFH) for its associates as early as third week of March 2020. This Hybrid model continued to operate smoothly through 2021 until H1-22. Your company decided to discontinue the hybrid model and switch gradually to work from office to ensure better co-ordination amongst the teams and improved turnaround w.r.t day to day operations. The decision to reopen the office came to be backed by health safety and well-being initiatives for the employees like regular sanitization, online food delivery and Bus service for the associates. The decision was overwhelmed by most of the employees leading to enthusiasm and improved productivity. As on March end, 100% of the associates are back to office.

CREDIT RATINGS

During the year 2021-22, CARE Ratings Limited (''CARE Ratings'') has re-affirmed the Company''s ratings for Long-Term Bank Facilities (Fund Based) as "CARE BBB-; Stable" and for short-term Bank Facilities (Non Fund Based) as "CARE A3".

CARE Ratings has also assigned a rating for the Company''s Non-Convertible Debentures issue aggregating to '' 250 crore as "CARE BBB-; Stable"

Further, India Rating & Research Private Limited has reaffirmed the Company''s ratings for Long-Term Loan Facilities to "IND BBB-/Stable" and for Short-Term Loan Facilities to "IND A3"

DIVIDEND AND RESERVES

The Board of Directors of your Company do not recommend any dividend on the equity shares of the Company for the year ended 31^st March, 2022; and no amount has been transferred to the General Reserve of the Company.

DIVIDEND DISTRIBUTION POLICY

Dividend Distribution Policy of your Company aims at striking the right balance between the quantum of dividend paid to its shareholders and the amount of profits retained for its business requirements, present and future. The intent of the Policy is to broadly specify various external and internal factors that shall be considered while declaring dividend and the circumstances under which the shareholders of the Company may or may not expect dividend.

The Policy is available on the website of the Company, weblink thereto is http://www.wockhardt.com/files/dividend-distribution-policy.pdf

SHARE CAPITAL

During the year, the Company has allotted 34,350 equity shares of '' 5 each against exercise of Stock Options granted under Wockhardt Employees'' Stock Option Scheme - 2011 (''the Scheme'').

During the year under review, your Company has also issued and allotted 3,32,44,650 Equity Shares of the face value of '' 5 each for cash at a price of '' 225 per Equity Share (including premium of '' 220 per Share) aggregating to '' 7,48,00,46,250 pursuant to a Rights Issue of shares in the ratio of 3 (Three) Rights Equity Share for every 10 (Ten) fully paid-up Equity Share of the Company, held by the eligible Equity Shareholders on the Record Date i.e. 9^th March, 2022. The Rights Issue opened on 15^th March, 2022 and closed on 22^nd March, 2022. The Rights offering by your Company received a very satisfactory response, as seen by strong participation from shareholders and investors, and was fully subscribed. The Company received the approval from Stock Exchanges for listing on 29^th March, 2022 and trading of Rights Equity Shares on 30^th March, 2022. Consequent to the allotment of shares pursuant to the Scheme and Rights Issue, the issued, subscribed and paid-up Equity Share Capital of the Company stands increased from '' 55,39,05,765 to '' 72,03,00,765 comprising 14,40,60,153 Equity Shares of the face value of '' 5 each, fully paid-up during the year under review.

There were no issue of equity shares with differential voting rights or sweat equity shares during the year 2021-22. The Company does not have any scheme to fund its employees to purchase the shares of the Company. Further, no shares have been issued to employees of the Company except under the Scheme mentioned above.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, each of the Independent Directors have furnished ''Declaration of Independence'' stating that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 (''the Act'') and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations'') and there has been no change in the circumstances which may affect their status as Independent Director during the year. Independent Directors have also submitted declaration that they have registered themselves on the online data bank of Indian Institute of Corporate Affairs (IICA) in accordance with the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019.

In terms of the provision of Section 152 of the Act, Mr. Murtaza Khorakiwala (DIN: 00102650), Managing Director retires by rotation as Director at the ensuing AGM and being eligible, offers himself for re-appointment. The Nomination and Remuneration Committee and the Board recommends his re-appointment.

During the year under review, Mr. Manas Datta ceased to be the Chief Financial Officer of the Company with effect from 2^nd September, 2021. Based on the recommendations of the Nomination and Remuneration Committee and the Audit Committee, the Board of Directors of the Company at its Meeting held on 27^th January, 2022 appointed Mr. Deepak Madnani as the acting Chief Financial Officer of the Company effective 1^st March, 2022. Subsequently, during the current year, Mr. Pramod Gupta has been appointed as the Chief Financial Officer and Key Managerial Personnel with effect from 4^th April, 2022 at the meeting of Board of Directors and on recommendation of Nomination and Remuneration Committee and Audit Committee consequently Mr. Deepak Mandnani relinquished his temporary additional responsibilities as the Chief Financial Officer of the Company.

During the year under review, Mr. Gajanand Sahu who was appointed as Company Secretary and Compliance Officer for an interim period, with effect from 12^th May, 2020, relinquished his responsibilities as the Company Secretary and Compliance Officer of the Company with effect from 22^nd July, 2021 and based on recommendation of Nomination and Remuneration Committee, the Board appointed Mr. Debashis Dey as Company Secretary and Compliance Officer of the Company in his place.

The Board places on record its appreciation for the contribution made by Mr. Manas Datta and Mr. Gajanand Sahu, during their tenure as the Chief Financial Officer and interim Company Secretary respectively.

In accordance with the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Dr. Murtaza Khorakiwala, Managing Director, Mr. Deepak Madnani, acting Chief Financial Officer and Mr. Debashis Dey, Company Secretary & Compliance Officer were the Key Managerial Personnel (''KMP'') of your Company as on 31^st March 2022.

None of the directors are disqualified under Section 164(2) of the Companies Act, 2013. Further, they are not debarred from holding the office of Director pursuant to order of SEBI or any other authority.

MEETINGS

During the financial year 2021-22, 6 (six) meetings of the Board of Directors and 4 (four) meetings of the Audit Committee were held. Details of these meetings and other Committees of the Board/General Meeting are given in the Report on Corporate Governance forming part of this Annual Report.

AUDIT COMMITTEE

Presently, the Audit Committee comprises of Mr. Aman Mehta as Chairperson and Mr. Davinder Singh Brar, Dr. Sanjaya Baru, Mrs. Tasneem Mehta, Mr. Vinesh Kumar Jairath and Mr. Akhilesh Gupta as its Members.

All the Members of the Committee are Independent Directors and recommendations made by the Audit Committee were accepted by the Board of Directors of the Company. Further, the Committee has carried out the role assigned to it. Other details about the Audit Committee and other Committees of the Board are provided in the Report on Corporate Governance forming part of this Annual Report.

STATUTORY AUDITORS AND AUDITORS'' REPORT

M/s. B S R & Co. LLP, Chartered Accountants, were appointed as the Statutory Auditors of the Company at the Annual General Meeting (''AGM'') of the Company held on 14^th August, 2019 for a term of five years i.e. till the conclusion of the 25^th AGM (to be held during calendar year 2024).

The reports of the Statutory Auditors on Standalone and Consolidated Ind AS Financial Statements forms part of this Annual Report. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time and as recommended by the Audit Committee, the Board of Directors of the Company appointed M/s. Kirit Mehta & Co., Cost Accountants as the Cost Auditors to conduct the Cost Audit of the Company for the financial year 2022-23. The Company has received consent from M/s. Kirit Mehta & Co. to act as Cost Auditors. Further, pursuant to the aforesaid provisions of the Act, the remuneration payable to M/s. Kirit Mehta & Co. for conducting the cost audit of the Company for the financial year ending on 31^st March, 2023 needs to be ratified by the Members of the Company. Accordingly resolution for the said ratification is being placed for approval of Members of the Company at the ensuing AGM.

The Cost Auditors'' Report for the financial year ended 31^st March, 2021 does not contain any qualification, reservation and adverse remark, and the same was duly filed with the Ministry of Corporate Affairs within the due date.

SECRETARIAL AUDIT AND COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors of your Company had appointed Mr. Virendra Bhatt, Practising Company Secretary as the Secretarial Auditors to conduct Secretarial Audit of the Company for the year ended 31^st March, 2022. The Secretarial Audit Report issued by Mr. Virendra Bhatt does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is annexed as Annexure I to this Report.

During the year, your Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Directors state that:

(a) i n the preparation of Annual Accounts for the year ended 31^st March, 2022, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

(b) such Accounting Policies as mentioned in the Notes to the Financial Statements for the year ended 31^st March, 2022 have been selected and applied consistently and judgments and estimates have been made 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 the year ended 31^st March, 2022;

(c) proper and sufficient care has 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;

(d) the Annual Accounts for the year ended 31^st March, 2022 have been prepared on a going concern basis;

(e) the internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and operating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.

ANNUAL RETURN

Pursuant to the provisions of Section 92 of the Companies Act, 2013, copy of the Annual Return of the Company for the year ended 31^st March, 2022 is available at www.wockhardt.com.

EMPLOYEE STOCK OPTIONS

Pursuant to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and other applicable laws, if any, the required disclosures as on 31^st March, 2022 are annexed as Annexure II to this Report.

During the year under review, there were no changes in the Employee Stock Option Scheme and the same is in compliance with the said Regulations.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, ''CSR Policy'' as recommended by the CSR Committee and approved by the Board is uploaded on the website of the Company www.wockhardt.com.

The average Net Profit of the Company for the immediately preceding 3 financial years calculated as per Section 198 of the Companies Act, 2013 was negative. Hence, no amount was required to be spent on CSR activities during the financial year 2021-22. However, considering the pandemic situation and as a continuing corporate governance practice, the Company contributed '' 0.78 crore to Wockhardt Foundation, the CSR arm of the Company, for spending on CSR activities in the areas of healthcare, education etc.

The details on CSR activities as required under Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, is annexed as Annexure III to this Report.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

Your Company has been following well laid down policy on appointment and remuneration of Directors, KMP and Senior Management Personnel.

The appointment of Directors and KMP is made by the Board pursuant to the recommendation of Nomination and Remuneration Committee (''NRC''). The remuneration of Executive Directors comprises of Basic Salary, Perquisites & Allowances, and follows applicable requirements as prescribed under the Companies Act, 2013. Approval of shareholders for payment of remuneration to Whole-time Directors is sought as and when required or applicable.

The remuneration of Non-Executive Directors comprises of sitting fees & commission, if any, in accordance with the provisions of Companies Act, 2013; and reimbursement of expenses incurred in connection with attending the Board meetings, Committee meetings, General meetings and in relation to the business of the Company. During the year under review, the Company has not paid any commission to the Non-Executive Directors.

A brief of the Remuneration Policy on appointment and remuneration of Directors, KMP and Senior Management is provided in the Report on Corporate Governance forming part of this Annual Report. Further, the Policy is also available on the website of the Company and can be accessed using the web link http://www.wockhardt.com/pdfs/wl-remuneration-policy.pdf

NRC have also formulated criteria for determining qualifications, positive attributes and independence of a Director and the same has been provided in the Report on Corporate Governance forming part of this Annual Report.

PERFORMANCE EVALUATION OF DIRECTORS

The Nomination and Remuneration Committee of the Board of Directors of the Company has laid down criteria for performance evaluation of the Board of Directors including Independent Directors. Pursuant to the requirement of the Companies Act, 2013, the SEBI Listing Regulations and considering criteria specified in the SEBI Guidance Note on Board Evaluation, the Board has carried out the annual performance evaluation of entire Board, Committee and all the Directors based on the parameters as detailed in the Report on Corporate Governance forming part of this Annual Report. The parameters of performance evaluation were circulated to the Directors in the form of questionnaire.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has adequate internal financial control procedures commensurate with its size and nature of business. These controls include well defined policies, guidelines, Standard Operating Procedures (''SOPs''), authorization and approval procedures and technology intensive processes. The internal financial controls of the Company are adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets and that the business is conducted in an orderly and efficient manner.

M/s. Ernst and Young, during the year, reviewed self-assessment tool on adequacy of Internal Financial Control (''IFC'') process of the Company in accordance with the requirement of the Companies Act, 2013. There were no material observations noted in this review.

The Company, during the year, continued with its past practice of a co-sourced model for internal audit. The Company''s internal audit team is assisted by M/s. Ernst and Young who carry out internal audit reviews in accordance with the approved internal audit plan. Internal audit team reviews the status of implementation of internal audit recommendations. Summary of critical observations, if any and recommendations under implementation are reported to the Audit Committee.

During the year under review, there were no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls.

During the year under review, the Risk Management Committee was reconstituted due to cessation of Mr. Manas Gupta as Chief Financial Officer of the Company, who was a member of the Committee. Presently the Risk Management Committee comprises of Dr. Habil F. Khorakiwala as Chairman and Mr. Davinder Singh Brar, Independent Director, Dr. Murtaza Khorakiwala, Managing Director as its members. During the financial year under review, the Risk Management Committee met once and the details of these meetings are given in the Report on Corporate Governance forming part of this Annual Report.

Enterprise Risk Management (ERM) framework encompasses practices relating to the identification, analysis, evaluation, mitigation and monitoring of the strategic, external and operational controls risks in achieving key business objectives. The Company identifies and tries to mitigate risks that matter on an ongoing basis. Risk Management Policy approved by the Board is in place. Risk management is embedded in the strategic business decision making.

Strategic Risks comprises of risks inherent to Pharmaceutical Industry and competitiveness, Company''s choices of target markets, business models and talent base. Your Company periodically assesses risks in new initiatives, the impact of strategy on financial performance, competitive landscape, growth models and attracting and retaining talented workforce.

External Risks arising out of uncontrollable factors in the external environment due to various developments, especially the unprecedented COVID-19 pandemic, in the regulatory environment in which your Company operates, unfavourable trends in the macroeconomic environment including currency fluctuations, Country specific risks, economic and political environment, technology disruptions etc. are actively assessed to take appropriate risk mitigation measures.

Operational controls risks encompasses risks of disruptions to supply chain, manufacturing operations due to the COVID-19 pandemic, non-compliance to policies, information security, data privacy, intellectual property, individuals engaging in unlawful or fraudulent activity or breaches of contractual obligations that could typically result in penalties, financial loss, litigation and loss of reputation; are reviewed on an ongoing basis.

The current key risk of the Company relates to regulatory risk on overseas operations and business. This is arising out of regulatory audits at Company''s manufacturing locations, which is being adequately addressed through strengthening of current processes and controls by Company''s internal quality assurance and manufacturing teams and through the help of reputed external consultants. There are no risks, which in the opinion of the Board, threaten the existence of your Company. Other details about Risk Management have also been elaborated in the Report on Corporate Governance forming part of this Annual Report.

INSURANCE

All properties and insurable interests of the Company including buildings, plant & machinery and stocks have been adequately insured.

GREEN INITIATIVE

Your Company has undertaken various green initiatives to preserve environment, which includes energy saving, water conservation and usage of electronic mode in internal processes & control, statutory and other requirement. In the same spirit, shareholders are also requested to register their e-mail IDs with the Depositories/ RTA/ Company, as the case may be, for receiving all communication from the Company electronically.

POLICIES

For better conduct of operations and in compliance with the applicable regulatory requirements, your Company has framed and adopted certain policies. In addition to the Company''s Code of Business Conduct and Ethics, key policies/code that have been adopted by the Company are as follows:

Name of the Policy	Brief Description	Web Link
Policy for determining Materiality of Events	This policy aims to determine Materiality of events/ information.	http://www.wockhardt.com/files/policy- determining-materiality-of-events.pdf
Archival Policy	The policy deals with archival of the Company''s records and documents.	http://www.wockhardt.com/files/archival- policy.pdf
Policy for determining Material Subsidiaries	The policy determines the material subsidiaries and material non-listed Indian subsidiaries of the Company and to provide the governance framework for them.	http://www.wockhardt.com/files/pms- 31122.pdf
Policy on Materiality of and Dealing with Related Party Transactions	The policy regulates all transactions between the Company and its'' related parties.	http://www.wockhardt.com/files/prt- 31122.pdf
Vigil Mechanism / Whistle Blower Policy	The Company has adopted the Vigil Mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Company''s code of conduct.	http://www.wockhardt.com/files/whistle- blower-policy-04-03-20.pdf
Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information	The Code determines principles for fair disclosure of Unpublished Price Sensitive Information.	http://www.wockhardt.com/files/code-of- fair-disclosur-of-upsi-2-4-19.pdf
Corporate Social Responsibility Policy	The policy outlines the Company''s strategy to bring about a positive impact on society through programs relating to education, healthcare, environment etc.	h ttp://www.wockhardt.com/pdfs/csr-policy. pdf
Remuneration Policy	This policy formulates the criteria for determining qualification, competencies, positive attributes and independence for the appointment of directors and also the criteria for determining the remuneration of the directors, key managerial personnel and other employees.	http://www.wockhardt.com/pdfs/wl- remuneration-policy.pdf
Dividend Distribution Policy	The policy determines the parameters/ basis for declaration of dividend.	http://www.wockhardt.com/files/dividend- distribution-policy.pdf

Name of the Policy	Brief Description	Web Link
Policy on Preservation of Records	The policy deals with periodicity of retention of the Company records and documents.	Available on internal portal
Risk Management Policy	The Policy is intended to institutionalize the risk management framework of the Company which includes identification, review and reporting of material risks.
Forex Risk Management Policy	The policy defines, identify, measure, manage, mitigate and review potential risks pertaining to fluctuations in Foreign Exchange.
Code of Conduct for Regulating, Monitoring and Reporting Trading by Designated Persons	The policy provides the framework in dealing with securities of the Company by designated persons.
Policy for Inquiry in case of Leak/ Suspected Leak of Unpublished Price Sensitive Information (''UPSI'')	The Policy is intended to set procedure to conduct inquiry in case of leak or suspected leak of UPSI in violation of SEBI (Prohibition of Insider Trading) Regulations, 2015, and Code of Conduct for Regulating, Monitoring and Reporting Trading by Designated Persons.
Anti-bribery and Anti-corruption Policy	The policy provides for prevention, deterrence and detection of fraud, bribery and other corrupt business practices in order to conduct the business activities with honesty, integrity with highest possible ethical standards.
Human Right Policy	Policy aims at social & economic dignity and freedom, regardless of nationality, ethnicity, gender, race, economic status or religion. Also focuses to uphold international human rights standards.
Stakeholder Engagement Policy	Policy aims to create a sustainable environment that involves relevant Stakeholders, who may be affected by or can influence organisation''s decisions.
Policy on Safety, Health and Environment	The policy provides the provision of a safe and healthy work place for every employee and care for the environment to make the world a better place to live in.
Acceptable usage Policy for IT System	The policy outlines the acceptable use of computing equipment and information security awareness.
HR Policy Handbook	This encompasses work timings, Leave Policy, No Smoking in Company Premises, Employee Benefit related guidelines, Policy on prevention of Sexual Harassment at work place, etc.

PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, investments and guarantees are provided under Note 6 and Note 34 in the Notes to the Financial Statements.

PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2021-22, all contracts/ arrangements/ transactions entered into by the Company with its related parties were reviewed and approved by the Audit Committee. Prior omnibus approvals were obtained from the Audit Committee for related party transactions which were of repetitive nature, entered in the ordinary course of business and on an arm''s length basis. No transaction with any related party was in conflict with the interest of the Company.

The Company did not enter into any related party transaction directly with its Key Managerial Personnel or their relatives. The details of related party transaction are provided under Note 41 in the Notes to the Financial Statements.

The particulars of contracts/ arrangements with related parties in Form AOC-2 is annexed as Annexure IV to this Report. VIGIL MECHANISM

Pursuant to the requirements laid down under Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations, the Company has well laid down Vigil Mechanism. The details of the same are provided in the Report on Corporate Governance forming part of this Annual Report. During the year, the Company did not receive any complaint under Vigil Mechanism.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures with respect to the remuneration of directors and employees as required under Section 197 of the Act and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been annexed to this report as Annexure V.

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules, which includes the name of top 10 employees in terms of remuneration drawn forms part of this Report. Pursuant to the provisions of Section 136(1) of the Companies Act, 2013, the Board''s Report is being sent to the Shareholders of the Company excluding the said statement. Any shareholder interested in inspection or obtaining a copy of the statement may write to the Company Secretary and the same will be furnished on request.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is provided in Annexure VI to this Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANY

As on 31^st March, 2022 the Company has total 33 Subsidiaries. Presently the Company does not have any joint venture or associate company.

There were no companies which ceased to be Subsidiaries of the Company during the financial year under review.

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the Subsidiaries of the Company is provided in Form AOC-1 annexed as Annexure VII to this Report.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statement of your Company for the financial year 2021-22 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, applicable Accounting Standards and provisions of the SEBI Listing Regulations.

A copy of the Audited Financial Statements of the Subsidiaries shall be made available for inspection at the Registered Office of the Company during business hours. The Audited Financial Statement of the Company including Consolidated Financial Statement and Financial Statements of its Subsidiaries are also available on the website of the Company. Any Shareholder interested in obtaining a copy of the separate Financial Statement of the Subsidiary(ies) can make specific request in writing to the Company Secretary and the same will be furnished on request.

DEPOSITS

During the year under review, your Company has not accepted any Deposits under Chapter V of the Companies Act, 2013 and as such no amount on account of Principal or Interest on Deposits from Public was outstanding as on 31^st March, 2022.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavor of the Management of the Company to create and provide an environment to all its Associates that is free from sexual harassment. Pursuant to the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("Act"), the Company has constituted Internal Committees (IC) across all the locations which are responsible for redressal of complaints related to sexual harassment at respective locations. The Company arranged various interactive awareness workshops in this regard for the Associates at all the manufacturing sites and Corporate Office during the year under review. During the year 2021-22, the Company has not received any Complaints on sexual harassment.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURT

There are no significant and material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and operations of the Company during the year under review.

MATERIAL CHANGES AND COMMITMENTS OCCURRED AFTER THE END OF FINANCIAL YEAR

There are no material changes and commitments between the end of the financial year of the Company and as on the date of this report which can affect the financial position of the Company.

BUSINESS RESPONSIBILITY REPORT

In compliance with Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility Report forms part of this Annual Report.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS REPORT

A Report on Corporate Governance along with a Certificate from Practicing Company Secretary confirming the compliance of the conditions of Corporate Governance and Management Discussion and Analysis Report, forms part of this Annual Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on records their sincere appreciation and acknowledge the dedication and contribution made by the employees of the Company at all levels. Your Directors wish to place on record their appreciation to all the Stakeholders of the Company viz. customers, members of medical profession, investors, banks, regulators for their unwavering support during the year under review.

For and on behalf of the Board of Directors

Dr. Habil F. Khorakiwala

Chairman DIN: 00045608

Place : Mumbai Date : 30^th May, 2022

---

Mar 31, 2018

Dear Members,

The Board of Directors are pleased to present the Nineteenth Annual Report of the Company along with the Audited Financial Statements for the year ended 31^st March, 2018.

FINANCIAL RESULTS AND HIGHLIGHTS

(Rs. in Crore)

Particulars	Year ended March 31, 2018		Year ended March 31, 2017
Consolidated
Total Revenue	4,057		4,129
Profit Before Depreciation, Finance Cost & Tax	122		127
Profit / (Loss) Before Exceptional Items & Tax	(283)		(247)
Profit / (Loss) Before Tax	(641)		(247)
Tax expense - Credit/(charge)	(26)		21
Profit / (Loss) After Tax	(667)		(226)
Other Comprehensive Income / (Loss)	139		(182)
Total Comprehensive Income / (Loss)	(528)		(408)
Standalone
Total Revenue	2,534		2,546
Profit Before Depreciation, Finance Cost & Tax	380		393
Profit Before Tax	104		119
Tax expense - Credit/(charge)	(35)		18
Profit After Tax before other Comprehensive Income	69		137
Total Comprehensive Income	69		136

The consolidated total revenue of the Company for the financial year ended 31^st March, 2018 stood at Rs.4,057 crore as compared to Rs.4,129 crore of previous year. The total Comprehensive loss for the year stood at Rs.528 crore vis-a-vis total Comprehensive loss of Rs.408 crore of previous year.

On Standalone basis, the Company registered total revenue of Rs.2,534 crore as compared to Rs.2,546 crore during previous year. Total Comprehensive Income for the year stood at Rs.69 crore vis-a-vis Rs.136 crore of previous year.

Performance of the Company has also been discussed in detail in the ‘Management Discussion and Analysis Report’ forming part of this Annual Report.

STATE OF COMPANY’S AFFAIRS

During the year, the focus of your Company continued on Research & Development with its consolidated revenue R&D expenses at Rs.287 crore (7% of consolidated revenue) and in pursuit of creating a strong Intellectual Property (IP) base, the Company as on 31^st March, 2018, cumulatively filed 3,037 patents and holds 628 patents worldwide. The Company had also received approvals for its six ANDAs from US Food and Drugs Administrator (‘US FDA’) from third party approved manufacturing facility during the year which is an important development.

During the year under review, as a part of long-term strategic initiatives, your Company has undertaken various measures for sustainable value creation through cost containments, outsourcing of approved ANDAs by transfer to third party approved manufacturing locations for US market, working capital optimization and Budgetary controls to improve efficiencies etc. to name a few. Continued focus on new Product launches in India, UK and Emerging Markets during the year is also expected to yield positive results in forthcoming periods.

Financial Year 2017-18 has also experienced a major tax reform in India, Goods and Services Tax (‘GST’), that had impacted domestic business of your Company. GST, being a major tax reform is expected to positively impact the economy in the long run while short-term disruptions were in line with the expectation.

The strategic drive for improvement in the operational efficiencies across the organization’s global operations and working capital, your Company during the year, partnered with Accenture Consulting to leverage their global industry expertise. Whereas, rationalization and cost containment initiatives gave positive impact, the ongoing expenditures on remedial measures (for US FDA related matter) continued to impact the profitability of the Company. In addition, during the year, your Company, took cognizance of subdued growth and profitability in the businesses due to various factors beyond the control of the organization, continued its prudent action for optimization of R&D expenses. The strategic focus of your Company in R&D initiatives though impacted the profitability; it is worth mentioning that such expenditures are for the future even if they are expensed off.

STATUS OF NCEs (Breakthrough Antibiotics effective against Super Bugs):

- WCK 5222 (Combination of Zidebactam and Cefepime that meets the urgent threat of Carbopenem-resistant Entero-bacteriaceae and serious threats like Multidrug-resistant Acinetobacter, Extended spectrum fi-lactamase producing Enterobacteriaceae (ESBLs), Drug-resistant Salmonella typhi and Multidrug-resistant Pseudomonas aeruginosa) - During the year, in a major development in Phase 3 Clinical trial, your Company finalized the Phase 3 study protocol in consultation with US FDA. Study to commence in 2^nd half of fiscal 2018-19.

- WCK 4282 (Combination of high dose cefepime and tazobactam that meets the urgent threat of certain Carbapenem-resistant Enterobacteriaceae and serious threats like Extended spectrum fi-lactamase producing Enterobacteriaceae (ESBLs), Drug-resistant Salmonella typhi) - Phase 3 study protocol finalized in consultation with US FDA during the year. Study is expected to commence in mid 2018-19. EMEA feedback on Phase 3 protocol also received during the year and EMEA accepted WCK 4282 as carbapenem sparing drug and single Phase 3 study size of 1,100 patients would be acceptable.

- WCK 4873 (Respiratory antibiotic active against MDR Pneumococci which are regarded as serious threat as Pneumococci cause life threatening pneumonia often requiring hospitalization. WCK 4873 is also effective against clindamycin resistant streptococci which are regarded as concerning threat) - In a major development during the year, Phase 2 study has been completed in USA and Europe.

- WCK 771 (This is a broad spectrum anti drug - MRSA are regarded as serious threat as they could cause life threatening infections such as pneumonia and blood stream infection. WCK 771 is also active against MDR pneumococci, a serious threat category pathogen as well as Vancomycin resistant Staphylococcus aureus (VRSA) which is regarded as concerning threat category pathogen) - Phase 3 complicated skin and skin structure infections study progressing well in India. 325 patients already recruited with a target of 500 patients.

- WCK 2349, an oral drug corresponding to WCK 771 and has similar pathogen coverage as described above.

All the above NCEs, have distinction of QIDP¹ status by US FDA.

Keeping in line with the Company’s strategic actions on breakthrough R&Ds, your Company in the past raised long term financial resources in terms of Borrowings to ensure adequate liquidity to withstand any major Polito-economic volatility in the Global market and that strategy continued to be working well with commensurate liquidity being maintained in the system in terms of Cash & Bank balances. This ensured uninterrupted R&D activities which is expected to garner significant positives for the Company in the future in Generics, Bio-similar & New Chemical Entity (‘NCE’)

During the year, the following approvals post successful audits were received from various authorities:

- Pharmaceutical Inspection Convention and Pharmaceuticals Inspection Co-operation Scheme (‘PICS’), Malaysia, Federal Committee for Protection from Sanitary Risks (‘COFEPRIS’), Mexico Latam and the Gulf Coopeation Council (‘GCC’) Audit approvals for Biotech API & Formulation.

- EU GMP Certification of Shendra Site till February, 2020.

- Uganda, Tanzania & Kenya [East African Community (‘EAC’)] for Baddi unit.

- Health Products Regulatory Authority of Ireland (‘HPRA’) has granted Certificate of GMP Compliance for Shendra, Aurangabad facility.

UK MHRA STATUS

The Company’s manufacturing facility at L1 Chikalthana continued to enjoy approvals of UK MHRA. UK MHRA has also confirmed compliance with the principles and guidelines of GMP for the Company’s manufacturing facility at Kadaiya, Daman.

Constructions of the Company’s State-of-Art manufacturing facility in Jebel Ali Free Zone (JAFZA), Dubai, UAE for manufacturing of speciality drugs for the US / European markets has also progressed well.

There is no change in the nature of business of the Company or any of its Subsidiaries.

EXCEPTIONAL ITEM

During the year under review, the Company and its two subsidiaries, Wockhardt UK Holdings Limited and CP Pharmaceuticals Limited (‘CP’), in the United Kingdom have settled an ongoing commercial litigation before the High Court in London, United Kingdom in relation to a supply contract for a drug named Trisenox. The dispute between the parties was in respect of the price charged by CP to its counterparty to the contract, Cephalon Inc, (‘Cephalon’) an affiliate of Teva Pharmaceuticals USA, Inc. (‘Teva’). Under the above referred settlement between the parties, CP has agreed to waive its claim for the outstanding trade receivable of GBP 20 mn and accordingly dropped its counterclaim for the said amount and further paid a sum of GBP 23 mn to Teva and Cephalon by way of full and final settlement of Teva’s claims. The High Court has accepted the settlement between the parties and a Consent Order was issued on June 21, 2017. Pursuant to this settlement, the ongoing litigation stands closed and all claims are dismissed.

GOODS AND SERVICES TAX

The Goods and Services Tax (‘GST’), a landmark reform which is expected to have lasting impact on the economy and businesses, came into force effective 1^st July, 2017. Dedicated Task forces ensured requisite changes in IT systems, Supply Chain and operations of the Company for smooth implementation of GST.

CREDIT RATING

During the year 2017-18, CARE Ratings Limited (‘CARE Ratings’) has revised the Company’s Rating for Long-Term Bank Facilities (Fund Based Working Capital limit) from “CARE AA; Outlook: Negative” to “CARE A ; Outlook: Stable”; and for Short Term Bank Facilities (Non Fund Based Working Capital limit) from “CARE A1 ” to “CARE A1”.

CARE Ratings has also revised rating for the proposed issue of NCDs for an amount of Rs.250 crore of the Company as “CARE A ; Outlook: Stable” from “CARE AA; Outlook: Negative”.

Further, India Rating & Research Private Limited has revised the Company’s ratings for short-term Bank facilities/ Commercial Paper from “IND A1 ” to “IND A1” and for long-term loan facilities rating from “IND AA-/ Outlook: Negative” to “IND A/ Outlook: Negative”.

DIVIDEND AND RESERVES

During the year 2017-18, the Board recommend dividend @ 0.01% (Rs.0.0005 per Preference Share of Rs.5 each) on 47,56,59,941 Non-Convertible Cumulative Redeemable Preference Shares of Rs.5 each and 12,14,54,927 Optionally Convertible Cumulative Redeemable Preference Shares of Rs.5 each absorbing a sum of Rs.298,557. These Preference Shares are due for redemption and/or conversion during the year 2018-19.

No amount is proposed to be transferred to the General Reserves of the Company out of the profits for the year.

DIVIDEND DISTRIBUTION POLICY

Dividend Distribution Policy of your Company aims at striking the right balance between the quantum of dividend paid to its shareholders and the amount of profits retained for its business requirements, present and future. The intent of the Policy is to broadly specify various external and internal factors that shall be considered while declaring dividend and the circumstances under which the shareholders of the Company may or may not expect dividend.

The Policy is available on the website of the Company, weblink thereto is http://www.wockhardt.com/files/dividend-distribution-policy.pdf

SHARE CAPITAL

Pursuant to the allotment of 82,425 equity shares of Rs.5 each against exercise of stock options granted under Wockhardt Employees’ Stock Option Scheme - 2011 (‘the Scheme’), the paid-up equity share capital of the Company increased from Rs.55,27,40,140 to Rs.55,31,52,265 during the year under review.

There were no issue of equity shares with differential voting rights and sweat equity shares during the year 2017-18. The Company does not have any scheme to fund its employees to purchase the shares of the Company. Further, no shares have been issued to employees of the Company except under the Scheme mentioned above.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Ms. Zahabiya Khorakiwala (DIN: 00102689) was appointed as an Additional Director (Non-Executive) with effect from 30^th October, 2017. The resolution for her appointment as a Non-Executive Director, liable to retire by rotation, is placed for the approval of Members of the Company at the ensuring Annual General Meeting.

All the Independent Directors have furnished Declaration of Independence stating that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 (‘the Act’) and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) and there has been no change in the circumstances which may affect their status as Independent Directors during the year.

In terms of the provision of:

- Section 149 and other applicable provisions of the Act and SEBI Listing Regulations, Mr. Aman Mehta (DIN: 00009364), Mr. Davinder Singh Brar (DIN: 00068502) and Dr. Sanjaya Baru (DIN: 05344208), Independent Directors of the Company, holds office upto 31^st March, 2019 and being eligible, offers themselves for re-appointment. Considering the performance evaluation, the resolution for their re-appointment as recommended by the Nomination & Remuneration Committee and the Board for another term upto 31^st March, 2024, as Independent Directors, is placed for the approval of Members of the Company at the ensuring AGM. Further, Mr. Shekhar Datta (DIN: 00045591) who also holds office upto 31^st March, 2019 has made a remarkable contribution for the sustainable growth and success of the Company. Strategic direction and support extended by him in all the phases the Company went through, would always be reminisced at all times.

- Section 196 and other applicable provisions of the Act, Dr. Huzaifa Khorakiwala, Executive Director (DIN: 02191870) and Dr. Murtaza Khorakiwala, Managing Director (DIN: 00102650), holds office upto 30^th March, 2019 and being eligible, offers themselves for re-appointment. Approval of Shareholders for payment of remuneration to them is also upto 30^th March, 2019. The Board recommends the resolution for their re-appointment for a term upto 30^th March, 2024; and for fixation of their remuneration.

In accordance with the provision of Section 178 and other applicable provisions of the Act and SEBI Listing Regulations, if any, the Nomination and Remuneration Committee has considered and recommended the above appointments/re-appointments to the Board of Directors of the Company. A brief resume and other details of all the above Directors seeking appointment/ re-appointment are provided in the Notice of AGM.

Pursuant to the provisions of Section 152 of the Act, Dr. Huzaifa Khorakiwala, Executive Director retires by rotation as Director at the ensuing AGM and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

In accordance with the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Dr. Murtaza Khorakiwala, Managing Director, Mr. Manas Datta, Chief Financial Officer and Mr. Narendra Singh, Company Secretary & Compliance Officer are the Key Managerial Personnel (‘KMP’) of your Company.

MEETINGS

During the financial year 2017-18, the meetings of the Board of Directors and Audit Committee were held 4 (four) times each. Details of these meetings and other Committees of the Board/General Meeting/Postal Ballot are given in the Report on Corporate Governance forming part of this Annual Report.

AUDIT COMMITTEE

As on 31^st March, 2018, the Audit Committee comprises of Mr. Shekhar Datta, Chairman, Mr. Aman Mehta, Mr. Davinder Singh Brar, Dr. Sanjaya Baru, Ms. Tasneem Mehta, Mr. Baldev Raj Arora and Mr. Vinesh Kumar Jairath as its Members. All the Members of the Committee are Independent Directors and recommendations made by the Audit Committee were accepted by the Board of Directors of the Company. Further, the Committee has carried out the role assigned to it. Other details about the Audit Committee and other Committees of the Board are provided in the Report on Corporate Governance forming part of this Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Directors state that:

(a) in the preparation of Annual Accounts for the year ended 31^st March, 2018, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

(b) such Accounting Policies as mentioned in the Notes to the Financial Statements for the year ended 31^st March, 2018 have been selected and applied consistently and judgments and estimates have been made 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 year ended 31^st March, 2018;

(c) proper and sufficient care has 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;

(d) the Annual Accounts for the year ended 31^st March, 2018 have been prepared on a going concern basis;

(e) the internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and operating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.

STATUTORY AUDITORS AND AUDITORS’ REPORT

Haribhakti & Co. LLP, Chartered Accountants, were appointed as the Statutory Auditors of the Company at the AGM of the Company held on 15^th September, 2014, for a term of five years i.e. till the conclusion of 20^th AGM (to be held in calendar year 2019) subject to ratification of their appointment at every AGM of the Company. The resolution for ratification of their appointment is placed for approval of Members of the Company at the ensuing AGM. The Company has received a letter from Statutory Auditors confirming that they are eligible for ratification of their appointment.

The reports of the Statutory Auditors on Standalone and Consolidated Ind AS Financial Statements forms part of this Annual Report. The Auditors’ Report does not contain any qualification, reservation and adverse remark.

COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time and as recommended by the Audit Committee, the Board of Directors of the Company appointed M/s. Kirit Mehta & Co., Cost Accountants as Cost Auditors to conduct the cost audit of the Company for the financial year 2018-19. The Company has received consent from M/s. Kirit Mehta & Co. to act as Cost Auditors. Further, pursuant to the aforesaid provisions of the Act, the remuneration payable to M/s. Kirit Mehta & Co. for conducting the cost audit of the Company for the financial year ending on 31^st March, 2019 needs to be ratified by the Members of the Company and resolution for the said ratification is placed for approval of Members of the Company at the ensuing AGM.

The Cost Auditors’ Report for the financial year ended 31^st March, 2017 did not contain any qualification, reservation and adverse remark and the same was duly filed with the Ministry of Corporate Affairs.

SECRETARIAL AUDIT AND COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors of your Company has appointed Mr. Virendra Bhatt, Practising Company Secretary as Secretarial Auditors to conduct Secretarial Audit of the Company for the year ended 31^st March, 2018. The Secretarial Audit Report issued by Mr. Virendra Bhatt does not contain any qualification, reservation and adverse remark. The Secretarial Audit Report is annexed as Annexure I to this Report.

During the year, your Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

ANNUAL RETURN

Pursuant to the provision of Section 92 of the Companies Act, 2013, an extract of the Annual Return is annexed as Annexure II to this report.

EMPLOYEE STOCK OPTIONS

Pursuant to SEBI (Share Based Employee Benefits) Regulations, 2014 and other applicable laws, if any, the required disclosures as on 31^st March, 2018 are annexed as Annexure III to this Report.

During the year under review, there were no changes in the Employee Stock Option Scheme and the same is in compliance with the said Regulations.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, ‘CSR Policy’ as recommended by the CSR Committee and approved by the Board is uploaded on the website of the Company www.wockhardt.com.

The Average Net Profit of the Company for the immediately preceding 3 financial years calculated as per Section 198 of the Companies Act, 2013 was negative. Hence, no amount was required to be spent on CSR activities during the financial year 2017-18. However, as a continuing corporate governance practice, the Company contributed Rs.4.67 crore to Wockhardt Foundation, CSR arm of the Company, for spending on CSR activities which has undertaken CSR projects in the areas of healthcare, education etc.

The details on CSR activities as required under Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, is annexed as Annexure IV to this Report.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

Your Company has been following well laid down policy on appointment and remuneration of Directors, KMP and Senior Management Personnel.

The appointment of Directors is made pursuant to the recommendation of Nomination and Remuneration Committee (‘NRC’). The remuneration of Executive Directors comprises of Basic Salary, Perquisites & Allowances and follows applicable requirements as prescribed under the Companies Act, 2013. Approval of shareholders for payment of remuneration to Whole-time Directors is sought, from time to time.

The remuneration of Non-Executive Directors comprises of sitting fees & commission, if any, in accordance with the provisions of Companies Act, 2013 and reimbursement of expenses incurred in connection with attending the Board meetings, Committee meetings, General meetings and in relation to the business of the Company. During the year under review, the Company has not paid any commission to the Non-Executive Directors.

A brief of the Remuneration Policy on appointment and remuneration of Directors, KMP and Senior Management is provided in the Report on Corporate Governance forming part of this Annual Report. Further, the Policy is available on the website of the Company and the weblink thereto is http://www.wockhardt.com/pdfs/wl-remuneration-policy.pdf

NRC have also formulated criteria for determining qualifications, positive attributes and independence of a director and the same have been provided in the Report on Corporate Governance forming part of this Annual Report.

PERFORMANCE EVALUATION OF DIRECTORS

The Nomination and Remuneration Committee of the Board of Directors of the Company have laid down criteria for performance evaluation of the Board of Directors including Independent Directors. Pursuant to the requirement of the Companies Act, 2013, the SEBI Listing Regulations and considering criteria specified in the SEBI Guidance Note on Board Evaluation, the Board has carried out the annual performance evaluation of entire Board, Committee and all the Directors based on the parameters as detailed in the Report on Corporate Governance forming part of this Annual Report. The parameters of performance evaluation were circulated to the Directors in the form of questionnaire.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

M/s. Ernst and Young has been engaged to review and comment on adequacy of Internal Financial Control (‘IFC’) process of the Company in accordance with the requirement of the Companies Act, 2013. There were no material observations noted in this review.

The Company has adequate internal financial control procedures commensurate with its size and nature of business. These controls include well defined policies, guidelines, Standard Operating Procedures (‘Sops’), authorization and approval procedures and technology intensive processes. The internal financial controls of the Company are adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets and that the business is conducted in an orderly and efficient manner.

The Company, during the year, has adopted a co-sourced model for internal audit. The Company’s internal audit team is assisted by M/s. Ernst and Young who carry out internal audit reviews in accordance with the approved internal audit plan. Internal audit team reviews the status of implementation of internal audit recommendations. Summary of Critical observations, if any, and recommendations under implementation are reported to the Audit Committee.

RISK MANAGEMENT

Enterprise Risk Management (ERM) framework encompasses practices relating to the identification, analysis, evaluation, treatment, mitigation and monitoring of the strategic, external and operational controls risks in achieving key business objectives.

The Company identifies and mitigates risk that matter on an ongoing basis. Risk management is embedded in the strategic business decision making. Key risks and their mitigation arising out of periodic reviews by the Committee are assessed and reported to the Audit Committee, on a periodic basis.

Strategic Risks comprises of risks inherent to Pharmaceutical industry and competitiveness, Company’s choices of target markets, business models and talent base. Your Company periodically assesses risks in new initiatives, the impact of strategy on financial performance, competitive landscape, growth models and attracting and retaining talented workforce.

External Risks arising out of uncontrollable factors in the external environment due to various developments in the regulatory environment in which your company operates, unfavourable trends in the macroeconomic environment including currency fluctuations, Country specific risks, economic and political environment, technology disruptions etc. are actively assessed to take appropriate risk mitigation.

Operational controls risks encompasses risks of non-compliance to policies, information security, data privacy, intellectual property, individuals engaging in unlawful or fraudulent activity or breaches of contractual obligations that could typically result in penalties, financial loss, litigation and loss of reputation are reviewed on an ongoing basis.

The current key risk relates to regulatory risk on overseas operations and business. This is arising out of regulatory audits at Company’s manufacturing locations, which is being adequately addressed through strengthening of current processes and controls by Company’s internal quality assurance and manufacturing teams and through the help of reputed external consultants. There are no risks which in the opinion of the Board threaten the existence of your Company. Other details about Risk Management have been elaborated in the Report on Corporate Governance forming part of this Annual Report.

INSURANCE

All properties and insurable interests of the Company including buildings, plant & machinery and stocks have been fully insured.

GREEN INITIATIVE

To preserve environment, your Company regularly undertakes green initiatives which not only reduce burden on environment but also ensure secured dissemination of information. Such initiatives includes energy saving, water conservation and usage of electronic mode in internal processes & control, statutory and other requirement.

POLICIES

For better conduct of operations and in compliance with regulatory requirement, your Company has framed and adopted certain policies. In addition to the Company’s Code of Business Conduct and Ethics, key policies/code that have been adopted by the Company are as follows:

Name of the Policy	Brief Description	Web Link
Policy for determining Materiality of Events	This policy aims to determine Materiality of events/ information.	http://www.wockhardt.com/files/policy- determining-materiality-of-events.pdf
Archival Policy	The policy deals with archival of the Company’s records and documents.	http://www.wockhardt.com/files/archival-policy.pdf
Policy for determining Material Subsidiaries	The policy determines the material subsidiaries and material non-listed Indian subsidiaries of the Company and to provide the governance framework for them.	http://www.wockhardt.com/files/policy-on-material-subsidiaries-17-12-2515.pdf
Policy on Materiality of and Dealing with Related Party Transactions	The policy regulates all transactions between the Company and its’ related parties.	http://www.wockhardt.com/files/policy-on-materiality-of-and-dealing-with-related-party-transactions.pdf
Vigil Mechanism / Whistle Blower Policy	The Company has adopted the Vigil Mechanism for director and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Company’s code of conduct.	http://www.wockhardt.com/files/whistle-blower-policy.pdf
Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information	The Code determines principles for fair disclosure of Unpublished Price Sensitive Information.	http://www.wockhardt.com/Files/Code-of-Practices-&-Procedures-for-fair-disclosure-of-UPSI.pdf
Corporate Social Responsibility Policy	The policy outlines the Company’s strategy to bring about a positive impact on society through programs relating to education, healthcare, environment etc.	http://www.wockhardt.com/files/csr-policy.pdf
Remuneration Policy	This policy formulates the criteria for determining qualification, competencies, positive attributes and independence for the appointment of director and also the criteria for determining the remuneration of the directors, key managerial personnel and other employees.	http://www.wockhardt.com/pdfs/wl-remuneration-policy.pdf
Dividend Distribution Policy	The policy determines the parameters/ basis for declaration of dividend.	http://www.wockhardt.com/files/dividend-distribution-policy.pdf
Policy on Preservation of Records	The policy deals with periodicity of retention of the Company records and documents.	Available on internal portal
Forex Risk Management Policy	The policy defines, identify, measure, manage, mitigate and review potential risks pertaining to fluctuations in Foreign Exchange.
Code of Conduct for Regulating, Monitoring and Reporting Trading by Designated Persons	The policy provides the framework in dealing with securities of the Company by designated persons.
Anti-bribery and Anti-corruption Policy	The policy provides for prevention, deterrence and detection of fraud, bribery and other corrupt business practices in order to conduct the business activities with honesty, integrity with highest possible ethical standards.
Human Right Policy	Policy aims at social & economic dignity and freedom, regardless of nationality, ethnicity, gender, race, economic status or religion. Also focusses to uphold international human rights standards.
Stakeholder Engagement Policy	Policy aims to create a sustainable environment that involves relevant Stakeholders, who may be affected by or can influence organisation’s decisions.
Policy on Safety, Health and Environment	The policy provides the provision of a safe and healthy work place for every employee and care for the environment to make the world a better place to live in.
Acceptable usage Policy for IT System	The policy outline the acceptable use of computing equipments and information security awareness.
HR Policy Handbook	This encompasses work timings, Leave Policy, No Smoking in Company Premises, Employee Benefit related guidelines, Policy on prevention of Sexual Harassment at work place, etc.

PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013

In accordance with the approval of the Shareholders’ sought by way of Postal Ballot on 15^th March, 2018 under Section 186 of the Companies Act, 2013, the Company can give loans, guarantees and/or providing security(ies) and/or make investments upto Rs.6,000 crore. The particulars of loans, investments and guarantees are provided under Note 36 and Note 7 in the Notes to the Financial Statements.

PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2017-18, all contracts/ arrangements/ transactions entered into by the Company with its related parties were reviewed and approved by the Audit Committee. Prior omnibus approvals were obtained from the Audit Committee for related party transactions which were of repetitive nature, entered in the ordinary course of business and on an arm’s length basis. No transaction with any related party was in conflict with the interest of the Company. The Company did not enter into any related party transaction with its Key Managerial Personnel. The details of related party transaction are provided under Note 41 in the Notes to the Financial Statements.

The particulars of contracts/arrangements with related parties in Form AOC-2 are provided in Annexure V to this Report.

VIGIL MECHANISM

Pursuant to the requirements laid down under Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations, the Company has well laid down Vigil Mechanism. The details of the same are provided in the Report on Corporate Governance forming part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act, and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been annexed to this report as Annexure VI.

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules which includes the name of top 10 employees in term of remuneration drawn forms part of this Report. Pursuant to the provisions of Section 136(1) of the Companies Act, 2013, the Board’s Report is being sent to the Shareholders of the Company excluding the said statement. Any shareholder interested in inspection or obtaining a copy of the statement, may write to the Company Secretary and the same will be furnished on request.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is provided in Annexure VII to this Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANY

As on 31^st March, 2018, the Company has total 31 subsidiaries. However, during the year under review, the Company does not have any joint venture or associate company.

There were no companies who ceased to be subsidiaries of the Company during the financial year under review.

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the Subsidiaries of the Company is provided in Form AOC-1 annexed as Annexure VIII to this Report.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statement of your Company for the financial year 2017-18 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, applicable Accounting Standards and provisions of the SEBI Listing Regulations.

A copy of the Audited Financial Statements of the Subsidiaries shall be made available for inspection at the Registered Office of the Company during business hours. The Audited Financial Statement of the Company including Consolidated Financial Statement and Financial Statements of its Subsidiaries are also available on the website of the Company. Any Shareholder interested in obtaining a copy of the separate Financial Statement of the subsidiary(ies) shall make specific request in writing to the Company Secretary and the same will be furnished on request.

DEPOSITS

During the year under review, your Company has not accepted any Fixed Deposits under Chapter V of the Companies Act, 2013 and as such, no amount on account of Principal or Interest on Deposits from Public was outstanding as on 31^st March, 2018.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURT

There are no significant and material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and operations of the Company during the year under review. However, Member’s attention is drawn on the following:

- During the year under review, the Company and its two subsidiaries, Wockhardt UK Holdings Limited and CP Pharmaceuticals Limited, in the United Kingdom have settled an ongoing commercial litigation before the High Court in London, United Kingdom in relation to a supply contract for a drug named Trisenox, details of which is elaborated under the heading “Exceptional Item” above.

- The Company had filed summary suit in the Hon’ble High Court of Bombay for recovery of consideration against the supplies to T.A.I. Pharma Limited. Hon’ble High Court of Bombay issued judgement in favour of the Company asking the T.A.I. Pharma Limited to pay to the Company a sum of Rs.28.39 crore along with interest @18% per annum from the date of filing of the suit which aggregates to about Rs.40 crore which has since been upheld by the Hon’ble Supreme Court. The process of recovery of payments and incidental procedures thereto is underway.

- Ministry of Health and Family Welfare vide its Notification dated 10^th March, 2016 prohibited manufacture for sale, sale and distribution for human use some of the Fixed Dose Combination (‘FDC’) with immediate effect. The said Notification included some of the Products of the Company. The Hon’ble Delhi High Court vide order dated 1^st December 2016, quashed the said Notification. However, Ministry of Health and Family Welfare have filed an appeal before the Hon’ble Supreme Court which has since been dismissed.

MATERIAL CHANGES AND COMMITMENTS OCCURRED AFTER THE END OF FINANCIAL YEAR

There are no material changes and commitments between the end of the financial year of the Company and as on the date of this report which can affect the financial position of the Company.

BUSINESS RESPONSIBILITY REPORT

In compliance with Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility Report forms part of this Annual Report.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS REPORT

A Report on Corporate Governance along with a Certificate from Practicing Company Secretary confirming the compliance of the conditions of Corporate Governance and Management Discussion and Analysis Report forms part of this Annual Report.

ACKNOWLEDGEMENTS

Your Directors wishes to place on records its sincere appreciation and acknowledge the dedication & contribution made by the employees of the Company at all levels. Your Directors wish to place on record their appreciation to all the Stakeholders of the Company viz. customers, members of medical profession, investors, banks, regulators for their unrelenting support during the year under review.

For and on behalf of the Board of Directors

Dr. H. F. KHORAKIWALA

Chairman

DIN: 00045608

Place : Mumbai

Date : 4^th May, 2018

---

Mar 31, 2017

BOARD''S REPORT

Dear Members,

The Board of Directors take pleasure in presenting the Eighteenth Annual Report of the Company along with the Audited Financial Statements for the year ended 31^st March, 2017.

FINANCIAL RESULTS AND HIGHLIGHTS

(Rs, in Crore)

Particulars	Year ended March 31, 2017	1 Year ended 1 March 31,2016
Consolidated
Total Revenue	4,129	4,519
Profit Before Depreciation, Finance Cost &Tax	127	560
Profit/(Loss) Before Exceptional Items& Tax	(247)	289
Profit/(Loss) Before Tax	(247)	289
Tax expense - credit/(charge)	21	(37)
Profit/(Loss) After-tax	(226)	252
Other Comprehensive income/(Loss)	(182)	135
Total Comprehensive income/(Loss)	(408)	387
Standalone
Total Revenue	2,546	2,278
Profit Before Depreciation, Finance Cost &Tax	393	187
Profit Before Tax	119	(20)
Tax expense - credit/(charge)	18	28
Profit After-tax before other Comprehensive Income	137	8
Total Comprehensive Income	136	8

The consolidated total revenue of the Company for the financial year ended 31^st March, 2017 stood at Rs, 4,129 crore as compared to Rs, 4,519 crore of previous year. The total comprehensive loss for the year stood at Rs, 408 crore vis-a-vis Rs, 387 crore total comprehensive income of previous year.

On Standalone basis, the Company registered total revenue of Rs, 2,546 crore as compared to Rs, 2,278 crore during previous year. Total Comprehensive Income for the year stood at Rs, 136 crore vis-a-visRs, 8 crore of previous year.

The financial statements for the year ended 31^st March, 2017 are the Company''s first IND AS Financial Statements and accordingly previous year ended 31^st March, 2016 have been restated to comply with IND AS and make them comparable.

STATE OF COMPANY''S AFFAIRS

The Company continued its focus on Research & Development during the year with its consolidated R&D expenses at Rs, 397 crore (9.62% of consolidated revenue). In pursuit of creating a strong Intellectual Property (IP) base, the Company as on 31^st March, 2017, cumulatively filed 2,904 patents and holds 553 patents worldwide.

During the year, certain polito-economic issues beyond the control of the Company like Brexit in UK and consequent volatility in various currencies like USD-GBP, USD-INR, USD-Euro, De-monetization in India and ongoing US Food and Drugs Administrator ("US FDA") related matters had adversely affected the Revenue growth. Whereas the Company had a "one time opportunity" of business in UK in the previous year, growth in UK in the current year remained subdued due to such polito-economic adversities. In USA, genercisation of some of the products of the Company also impacted business. While clear focus on cost containments and rationalization gave positive impact, on-going expenses on remedial measures (for US FDA related issues) impacted the profitability. The strategic focus of the Company in R&D initiatives in the global arena though impacted the profitability of the Company, it would be noteworthy to mention that such strategic R&D spends are for the future even if they are expensed off. However, the Company, during the year, recognized the importance of prudence in R&D spent took cognizance of the business cyclist, subdued growth & profitability and had tried to optimize expenses that could be deferred without compromising the Company''s vision on R&D.

The Company''s New Chemical Entity (''NCE'') research program continued to get major boost during the Financial Year 2016-17 with US FDA granting abridged clinical trial for Phase III for Wockhardt''s Superdrug antibiotic WCK 5222. This was based on the evaluation by US FDA of its preclinical and clinical data of Phase I establishing safety and clinical scope of efficacy for the drug. WCK5222 contains Zidebactam coming out of Wockhardt''s Drug Discovery team of140 strong scientists working for antibiotic research for past two decades.

WCK 5222, a combination of Zidebactam and Cefepime, meets the urgent threat of Carbopenem-resistant Enterobacteriaceae and serious threats like Multidrug-resistant Acinetobacter, Extended spectrum p-lactamase producing Enterobacteriaceae (ESBLs), Drug-resistant Salmonella typhi and Multidrug-resistant Pseudomonas aeruginosa and was granted a breakthrough fast track clinical trial and approval process under Qualified Infectious Disease Product (QIDP)¹ status in FY 2015-16. It would not be out of context to mention that one of the constituents of WCK 5222 i.e. Zidebactam is an antibiotic with a novel and unique drug discovery with p-lactam enhancer mechanism. This new class of antibiotic is a result of over three decades of discovery effort globally. Zidebactum facilitates overcoming of multiple resistance mechanisms in Gram negative superbugs, including the most dreaded mechanism called New Delhi metallo p-lactamase (NDM) that renders the last line of antibiotics (carbapenems) ineffective. It is also notable to mention that WCK 5222 is also active against the recently reported colistin-resistant strains of Gram negative pathogens.

WCK 5222, on its successful completion of clinical trials, is expected to be a life-saving destination therapy for serious hospital-acquired infections such as pneumonia, ventilator associated pneumonia, blood stream infections and will save many lives worldwide and in India.

During the year, WCK 5222 was also well documented in scientific community by substantive oral and scientific poster presentation at ASM Microbe at Boston, USA and ECCMID at Amsterdam, Netherland andID week at New Orleans, USA.

The Company''s other NCE successes like WCK 4282 and WCK 4873 that had distinction of QIDP status by US FDA previously, have entered, during the year, into Phase II clinical trial processes in USA and globally.

With significant developmental successes in NCE, Wockhardt became the only Company to have five QIDP status globally.

Keeping in view the strategic R&D focus, the Company, over the period raised long term financial resources in terms of Borrowings to ensure adequate liquidity in the system to withstand any major Polito-economic volatility in the Global market and that strategy seemed to be working well during the year with commensurate liquidity being maintained in the system in terms of Cash & Bank balances including short term investments. This ensured uninterrupted R&D activities which is expected to garner significant positives for the Company in the future in Generics, Bio-similar & NCEs.

During the year, your Company has successfully launched consumer health products in Malaysia & filed same in Australia. Biosimilar filings are in progress in many emerging markets. The Company''s State of Art manufacturing facility in Jebel Ali Free Trade Zone (JAFZA), Dubai, UAE for manufacturing of specialty drugs for the US / European markets has also progressed well.

On a significant positive, the Company received approvals of UK MHRA for its manufacturing facility at L-1, Chikalthana, Aurangabad and reduced the inspection frequency to 2 years from existing frequency of 1 year. UK MHRA also has confirmed compliance with the principles and guidelines of GMP for the Company''s manufacturing facility at Kadaiya, Daman. HPRA (Health Products Regulatory Authority), Ireland inspected the manufacturing facility at Shendra, Aurangabad during the year.

The Company had received approvals for its two ANDAs from a third party manufacturing facility which is an important development.

The Company, keeping in view its on-going US FDA related issues, started taking long term initiatives to outsource some of its approved ANDAs to third party manufacturing site and considerable work is underway that is expected to result positively in the coming years and de-risk the Company.

There is no change in the nature of business of the Company or any of its subsidiaries.

CREDIT RATING

India Ratings & Research Private Limited (Fitch Group) has reaffirmed the Company''s Rating for Short Term Bank facilities rating as ‘IND A1 ''and assigned the Company''s Long Term loan facilities rating as ‘IND AA-'' from ‘IND AA''.

Further, Credit Analysis & Research Ltd. (''CAREO has reaffirmed your Company''s Rating for total Working Capital limit as "CARE AA "and “CARE A1 "for Long Term Bank Facilities (Fund Based) and Short Term Bank Facilities (Non-Fund Based) respectively.

CARE Rating has also assigned ''CARE AA'' rating for the proposed issue of Non-Convertible Debentures of Rs, 250 crores of your Company.

DIVIDEND AND RESERVES

During the year 2016-17, the Board of Directors of the Company declared and paid interim dividend @ 200% (Rs, 10/- per equity share of Rs, 5/- each) absorbing a sum ofRs, 110.55 crore. The said interim dividend is proposed to be made as final dividend for the Financial Year ended 31^st March, 2017.

The Board recommend dividend @ 0.01% (Rs, 0.0005 per Preference Share of Rs, 5/- each) on 47,56,59,941 Non-Convertible Cumulative Redeemable Preference Shares of Rs, 5/- each and 12,14,54,927 Optionally Convertible Cumulative Redeemable Preference Shares ofRs, 5/- each absorbing a sum ofRs, 298,557/-.

No amount is proposed to be transferred to the General Reserves of the Company out of the profits forth year.

DIVIDEND DISTRIBUTION POLICY

During the year under review, your Company has adopted Dividend Distribution Policy which aims at striking the right balance between the quantum of dividend paid to its shareholders and the amount of profits retained for its business requirements, present and future. The intent of the Policy is to broadly specify various external and internal factors that shall be considered while declaring dividend and the circumstances under which the shareholders of the Company may or may not expect dividend. The policy is available on the website of the Company, we blink thereto is http://www.wockhardt.com/files/dividend-distribution-policy.pdf

SHARE CAPITAL

During the year under review, the paid-up equity share capital of the Company increased from Rs,55,25,44,515/- to Rs,55,27,40,140/pursuant to the allotment of 39,125 equity shares ofRs, 5/- each against exercise of stock options granted under Wockhardt Employees'' Stock Option Scheme - 2011 (''the Scheme¹).

There was no issue of equity shares with differential voting rights and sweat equity shares during the year 2016-17. The Company does not have any scheme to fund its employees to purchase the shares of the Company. Further, no shares have been issued to employees of the Company except under the Scheme mentioned above.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Vinesh Kumar Jairath (DIN: 00391684) was appointed as an Additional Director (Non-Executive, Independent) with effect from 10^th November, 2016. The resolution for the appointment of Mr. Vinesh Kumar Jairath as an Independent Director for a term up to 9^th November, 2021 is placed for the approval of Members of the Company at the ensuring AGM.

All the Independent Directors have furnished Declaration of Independence stating that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations'') and there has been no change in the circumstances which may affect their status as Independent Directors during the year.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Dr. Murtaza Khorakiwala, Managing Director (DIN: 00102650) retires by rotation as Director at the ensuing AGM and being eligible, offers himself for the re-appointment. The Board recommends his re-appointment.

A brief resume and other details of Dr. Murtaza Khorakiwala seeking re-appointment and of Mr. Vinesh Kumar Jairath are provided in the Notice.

In accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Dr. Murtaza Khorakiwala, Managing Director, Mr. Manas Datta, Chief Financial Officer and Mr. Narendra Singh, Company Secretary & Compliance Officer are the Key Managerial Personnel ("KMP") of your Company.

MEETINGS

During the financial year 2016-17, the meetings of the Board of Directors and Audit Committee were held 4 (four) times each. Details of these meetings and other Committees/General Meeting are given in the Report on Corporate Governance forming part of this Annual Report.

AUDIT COMMITTEE

As on 31^st March, 2017, the Audit Committee comprises of Mr. Shekhar Datta, Chairman, Mr. Aman Mehta, Mr. Davinder Singh Brar, Dr. Sanjaya Baru, Ms.Tasneem Mehta, Mr. Baldev RajArora and Mr. Vinesh Kumar Jairath as its Members. All the Members of the Committee are Independent Directors and recommendations made by the Audit Committee were accepted by the Board of Directors of the Company. Further, the Committee has carried out the role assigned to it. Other details about the Audit Committee and other Committees of the Board are provided in the Report on Corporate Governance forming part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013,the Directors state that:

(a) in the preparation of Annual Accounts for the year ended 31^st March, 2017, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

(b) such Accounting Policies as mentioned in the Notes to the Financial Statements for the year ended 31⁵¹ March, 2017 have been selected and applied consistently and judgments and estimates have been made 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 year ended 31^st March, 2017;

(c) proper and sufficient care has 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;

(d) the Annual Accounts for the year ended 31^st March, 2017 have been prepared on a going concern basis;

(e) the internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and operating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.

STATUTORY AUDITORS AND AUDITORS'' REPORT

At the Annual General Meeting (''AGM'') of the Company held on 15^th September, 2014, Haribhakti &Co. LLP, Statutory Auditors of the Company were appointed for a term of five years i.e. till the conclusion of 20^th AGM subject to ratification of their appointment at every AGM of the Company. The resolution for ratification of their appointment is placed for approval of Members of the Company at the ensuing AGM. The Company has received a letter from Statutory Auditors confirming that they are eligible for ratification of their appointment.

The reports of the Statutory Auditors on Standalone and Consolidated Ind AS Financial Statements forms part of this Annual Report. The Auditors'' Report does not contain any qualification, reservation and adverse remark. However, the Auditors have made Emphasis of Matter in their Report on the Consolidated Ind AS Financial Statement which is self explanatory. The details have also been provided in Note 43(f) to the said Consolidated Ind AS Financial Statements.

COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013 (''the Act'') read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time and as recommended by the Audit Committee, the Board of Directors of the Company appointed M/s. Kirit Mehta & Co., Cost Accountants as Cost Auditors to conduct the audit of cost records of the Company for the financial year 2017-18. The Company has received consent from M/s. Kirit Mehta &Co. to act as Cost Auditors. Further, pursuant to the aforesaid provisions of the Act, the remuneration payable to M/s. Kirit Mehta & Co. for conducting the cost audit of the Company for the financial year ending on 31^st March, 2018 needs to be ratified by the Members of the Company and resolution for the said ratification is placed for approval of Members of the Company at the ensuing AGM.

The Cost Auditors'' Report for the financial year ended 31^st March, 2016 did not contain any qualification, reservation, adverse remark, disclaimer or emphasis of matter and the same was duly filed with the Ministry of Corporate Affairs within the due date.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, the Board of Directors of the Company had appointed Mr. Virendra Bhatt, Practicing Company Secretary to conduct Secretarial Audit of the Company for the year ended 31^st March, 2017. The Secretarial Audit Report issued by Mr. Virendra Bhatt does not contain any qualification, reservation, adverse remark or disclaimer and the same is annexed as Annexure I to this Report.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return as prescribed under Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 is annexed as Annexure II to this Report.

EMPLOYEE STOCK OPTIONS

Pursuant to SEBI (Share Based Employee Benefits) Regulations, 2014 and other applicable laws, if any, the required disclosures as on31^st March, 2017 are annexed as Annexure lll to this Report.

During the year under review, there were no changes in the Employee Stock Option Scheme and the same is in compliance with the said Regulations.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and pursuant to the recommendation of the CSR Committee, CSR Policy as approved by the Board is uploaded on the website of the Company www.wockhardt.com. CSR Policy contains the CSR activities which can be carried out by the Company, governance structure and implementation process etc.

The Average Net Profit of the Company for the immediately preceding 3 financial years calculated as per Section 198 of the Companies Act, 2013 was negative. Hence, no amount was required to be spent on CSR activities during the financial year 2016-17. However, as a continuing corporate governance practice, the Company contributed Rs, 7.92 crore to Wockhardt Foundation, CSR arm of the Company, for spending on CSR activities which has undertaken CSR projects in the areas of healthcare and education etc.

The details on CSR activities as required under Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, is annexed as Annexure IV to this Report.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company has been following well laid down policy on appointment and remuneration of Directors, KMP and Senior Management Personnel.

The appointment of Directors is made pursuant to the recommendation of Nomination and Remuneration Committee (NRC). The remuneration of Executive Directors comprises of Basic Salary, Perquisites & Allowances and follows applicable requirements as prescribed under the Companies Act, 2013. Approval of shareholders and the Central Government, as the case may be, for payment of remuneration to Executive Directors is sought, from time to time.

The remuneration of Non-Executive Directors comprises of sitting fees & commission, if any, in accordance with the provisions of Companies Act, 2013 and reimbursement of expenses incurred in connection with attending the Board meetings. Committee meetings. General meetings and in relation to the business of the Company.

A brief of the Remuneration Policy on appointment and remuneration of Directors, KMP and Senior Management is provided in the Report on Corporate Governance forming part of this Annual Report. Further, the policy is available on the website of the Company and the we blink thereto is http://www.wockhardt.com/pdfs/wl-remuneration-policy.pdf

NRC have also formulated criteria for determining qualifications, positive attributes and independence of a director and the same have been provided in the Report on Corporate Governance forming part of this Annual Report.

PERFORMANCE EVALUATION OF DIRECTORS

The Nomination and Remuneration Committee of the Board of Directors of the Company have laid down criteria for performance evaluation of the Board of Directors including Independent Directors. Pursuant to the requirement of the Companies Act, 2013, the SEBI Listing Regulations and Criteria specified in the SEBI Guidance Note on Board Evaluation, the Board has carried out the annual performance evaluation of entire Board, Committee and all the Directors based on the parameters as detailed in the Report on Corporate Governance forming part of this Annual Report. The parameters of performance evaluation were circulated to the Directors in the form of questionnaire.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

M/s. DeloitteToucheTohmatsu India LLP was engaged to review and comment on adequacy of Internal Financial Control (''IFC'') process of the Company in accordance with the requirement of the Companies Act, 2013 and there have been no material observations.

The Company has adequate internal financial control procedures commensurate with its size and nature of business. These controls include well defined policies, guidelines. Standard Operating Procedures (''SOPs''), authorization and approval procedures and technology intensive processes. The internal financial controls of the Company are adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets and that the business is conducted in an orderly and efficient manner.

RISK MANAGEMENT

Enterprise Risk Management (ERM) framework encompasses practices relating to the identification, analysis, evaluation, treatment, mitigation and monitoring of the strategic, external and operational controls risks in achieving key business objectives.

The Company has laid down the procedure for risk assessment and their mitigation through an internal Risk Committee. Key risks and their mitigation arising out of periodic reviews by the Committee are assessed and reported to the Audit Committee, on a periodic basis.

Strategic Risks comprises of risks inherent to Pharmaceutical industry and competitiveness. Company''s choices of target markets, business models and talent base. Your Company periodically assesses risks in new initiatives, the impact of strategy on financial performance. Organic &inorganic growth opportunities, effectiveness organizational structure and processes, retention and development of talent and leadership.

External Risks arising out of uncontrollable factors from outside comprises of risks of various developments in the regulatory environment in which your company operates, unfavorable trends in the macroeconomic environment including currency fluctuations, Polito-economic scenarios, natural disasters and technology infrastructure.

Operational controls risks encompasses risks of non-compliance to policies, information security, data privacy, intellectual property, individuals engaging in unlawful or fraudulent activity or breaches of contractual obligations that could typically result in penalties, financial loss, litigation and loss of reputation.

The current key risk relates to regulatory risk on overseas operations and business. This is arising out of regulatory audits at Company''s manufacturing locations, which is being adequately addressed through strengthening of current processes and controls by Company''s internal quality assurance and manufacturing teams and through the help of reputed external consultants. There are no risks which in the opinion of the Board threaten the existence of your Company. Other details about Risk Management have been elaborated in the Report on Corporate Governance forming part of this Annual Report.

INSURANCE

All properties and insurable interests of the Company including buildings, plant and machinery and stocks have been fully insured.

GREEN INITIATIVE

To preserve environment, your Company has taken numbers of green initiatives which not only reduce burden on environment but also ensure secured dissemination of information. Such initiatives includes energy saving, water conservation and usage of electronic mode in internal processes& control, statutory and other requirement.

POLICIES

Your company has farmed and adopted certain policies for better conduct of operations and in compliance with regulatory requirement. In addition to the Company''s Code of Business Conduct and Ethics, key policies/code that have been adopted by the Company are as follows:

Name of the Policy	Brief Description	Web Link
Policy for determining Materiality of Events	This Policy aims to determine Materiality of events/ information.	http://www.wockhardt.com/files/policy- determining-materiality-of-events.pdf
Archival Policy	The Policy deals with archival of the Company records and documents.	http://www.wockhardt.com/files/archival- policy.pdf

Name of the Policy	Brief Description	Web Link
Policy for determining Material Subsidiaries	The Policy determines the material subsidiaries and material non - listed Indian subsidiaries of the Company and to provide the governance framework for them.	http://www.wockhardt.com/files/policy-on- material-subsidiaries-17-12-2515.pdf
Policy on Materiality of and Dealing with Related Party Transactions	The Policy regulates all transactions between the Company and its related parties.	http://www.wockhardt.com/files/policy-on- materiality-of-and-dealing-with-related-party- transactions.pdf
Vigil Mechanism / Whistle Blower Policy	The Company has adopted the Vigil Mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s code of conduct.	http://www.wockhardt.com/files/whistle- blower-policy.pdf
Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information	The Code determines principles for fair disclosure of Unpublished Price Sensitive Information	http://www.wockhardt.com/Files/Code-of- Practices-&-Procedures-for-fair-disclosure-of- UPSI.pdf
Corporate Social Responsibility Policy	The Policy outlines the Company''s strategy to bring about a positive impact on society through programs relating to education, healthcare, environment etc.	http://www.wockhardt.com/files/csr-policy.pdf
Remuneration Policy	This Policy formulates the criteria for determining qualification, competencies, positive attributes and independence for the appointment of directors and also the criteria for determining the remuneration of the directors, key managerial personnel and other employees.	http://www.wockhardt.com/pdfs/wl- remuneration-policy.pdf
Dividend Distribution Policy	The Policy determines the parameters/ basis for declaration of dividend.	http://www.wockhardt.com/files/dividend- distribution-policy.pdf
Policy on Preservation of Records	The Policy deals with periodicity of retention of the Company records and documents.	Available on internal portal
Forex Risk Management Policy	The Policy defines, identify, measure, manage, mitigate and review potential risks pertaining to fluctuations in Foreign Exchange.
Code of Conduct for Regulating, Monitoring and Reporting Trading by Designated Persons	The Policy provides the framework in dealing with securities of the Company by Designated Persons.
Anti-bribery and Anticorruption Policy	The Policy provides for prevention, deterrence and detection of fraud, bribery and other corrupt business practices in order to conduct the business activities with honesty, integrity with highest ethical standards.
Human Right Policy	Policy aims at social and economic dignity and freedom, regardless of nationality, ethnicity, gender, race, economic status or religion. Also focuses to uphold international human rights standards.

PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to the approval sought from the shareholders under Section 186 of the Companies Act, 2013, the Company can give loans, guarantees and/or providing security(ies) and/or make investments up to Rs, 3,000 crore. The particulars of loans, investments and guarantees are provided under Note 40 in the Notes to the Financial Statements.

PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into by the Company during the financial year 2016-17 with its related parties were reviewed and approved by the Audit Committee. Prior omnibus approvals were obtained from the Audit Committee for related party transactions which were of repetitive nature, entered in the ordinary course of business and on an arm''s length basis. No transaction with any related party was in conflict with the interest of the Company. The Company did not enter into any related party transaction with its Key Managerial Personnel. The particulars of contracts/arrangements with related parties in Form AOC-2 are provided in Annexure Vto this Report.

VIGIL MECHANISM

Pursuant to the requirements laid down under Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations, the Company has well laid down Vigil Mechanism. The details of the same are provided in the Report on Corporate Governance forming part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules which includes the name of top 10 employees in term of remuneration drawn forms part of this Report. Pursuant to the provisions of Section 136(1) of the Companies Act, 2013, the Board''s Report is being sent to the shareholders of the Company excluding the said statement. Any shareholder interested in inspection or obtaining a copy of the statement, may write to the Company Secretary and the same will be furnished on request.

Disclosure pertaining to the remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure VI to this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is provided in Annexure VII to this Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANY

As on 31^st March, 2017, the Company has total 31 subsidiaries. However, during the year under review, the Company does not have any joint venture or associate company.

There were no companies who ceased to be subsidiaries of the Company during the financial year under review.

Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing salient features of the subsidiaries of the Company is provided in Form AOC-1 attached as Annexure VIII to this Report and other details of the subsidiaries are also provided in the said Annexure.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statement of your Company for the financial year 2016-17 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules issued there under, applicable Accounting Standards and provisions of the SEBI Listing Regulations.

A copy of the Audited Financial Statements of the subsidiaries shall be made available for inspection at the Registered Office of the Company during business hours. The Audited Financial Statement of the Company including Consolidated Financial Statement and Financial Statements of its subsidiaries are also available on the website of the Company. Further, any shareholder interested in obtaining a copy of the separate Financial Statement of the subsidiary(ies) shall make specific request in writing to the Company Secretary and the same will be furnished on request.

DEPOSITS

During the year under review, the Company has not accepted any deposits under Chapter V of the Companies Act, 2013. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURT

There are no significant and material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and operations of the Company during the year under review. However, Member''s attention is drawn on the following development:

Ministry of Health and Family Welfare vide its various Notifications dated 10^th March, 2016 prohibited manufacture for sale, sale and distribution for human use some of the Fixed Dose Combination (''FDC'') with immediate effect. The said Notification includes some of the Products of the Company.

The Hon''ble Delhi High Court vide order dated 1^st December 2016, quashed the said Notification. However, Ministry of Health and Family Welfare have filed an appeal before the Hon''ble Supreme Court and the same is pending.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments between the end of the financial year of the Company and date of this report which can affect the financial position of the Company.

BUSINESS RESPONSIBILITY REPORT

In compliance with Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility Report forms part of this Annual Report.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to the requirement of the SEBI Listing Regulations, a Report on Corporate Governance along with a Certificate from Practicing Company Secretary confirming the compliance of the conditions of Corporate Governance and Management Discussion and Analysis Report forms part of this Annual Report.

ACKNOWLEDGEMENTS

Your Directors appreciate and acknowledge the significant contribution made by the employees of the Company at all levels. Your Directors wish to place on record their appreciation to all the Stakeholders of the Company viz. customers, members of medical profession, investors, banks, regulators for their continued support during the year under review.

For and on behalf of the Board of Directors

Dr. H. F. Khorakiwala

Chairman

DIN:00045608

Place: Mumbai

Date : 4^th May, 2017

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Sixteenth Annual Report of the Company along with the Audited Financial Statements for the year ended 31st March, 2015.

FINANCIAL RESULTS AND HIGHLIGHTS

(Rs. in crore)

Particulars Year ended Year ended March 31, March 31, 2015 2014

Consolidated

Total Revenue 4,548 4,869

Profit Before Depreciation, Finance 894 1,018 Cost & Tax

Profit Before Exceptional Items & Tax 575 841

Exceptional Items (Expense)/Income - 50

Profit Before Tax 575 891

Provision for Taxation (Expense)/Credit (162) (48)

Profit After Tax 413 843

Minority Interest (Profit)/Loss (8) (2)

Net Profit for the year 405 841

Standalone

Total Revenue 2,352 2,125

Profit Before Depreciation, Finance 490 385 Cost & Tax

Profit Before Tax 350 215

Provision for Taxation (Expense)/Credit (18) (16)

Profit After Tax 332 199

During the financial year ended 31st March, 2015, the Company registered Consolidated Revenue of Rs. 4,548 crore and Net Profit of Rs. 405 crore. On Standalone basis, the Company registered Total Revenue of Rs. 2,352 crore and growth of 11% as compared to the previous year. The Profit Before Depreciation, Finance Cost & Tax on Standalone basis increased from Rs. 385 crore to Rs. 490 crore thereby registering growth of 27%. The Profit After Tax grew from Rs. 199 crore to Rs. 332 crore registering healthy growth of 67%.

STATE OF COMPANY''S AFFAIRS

During the year, the Company continued to grow in various geographies particularly in UK by about 46% & Indian Operations by about 24% over the previous year. Such growth was achieved mainly due to contract manufacturing in UK and consistent focus on new product launch in India. During the year, 42 new products were launched in India. Inspite of restriction on export to USA & UK, the Company''s revenue share of the International Business was about 72%.

During the year, the R&D spent of the Company was about 11.7% reporting a growth of 14% over the previous year.

In a major boost to its New Chemical Entity (NCE) research program, the Company received the coveted Qualified Infectious Disease Product (QIDP) status for three products WCK 771, WCK 2349 and WCK 4873. Two of the products, WCK 771 & WCK 2349 received QIDP status during the year 2014-15 and WCK 4873 received the same in the current year 2015-16. QIDP status is granted to drugs, identified by CDC (Centre for Disease Control, USA), that act against pathogens which have a high degree of unmet need in their treatment. QIDP status provides fast track clinical development and review of the drug application by US FDA for drug approval. The drug is also awarded five-year extension of market exclusivity in addition to the regular patent protected period in U.S.A. QIDP was constituted under Generating Antibiotic Incentives Now (GAIN) Act in 2012 as part of the FDA Safety and Innovation Act to underline the urgency in new antibiotics development. Wockhardt is the only Indian Company to receive QIDP status for its NCE products.

The Company continued to strengthen its operations and creation of a robust Quality and Manufacturing Operations, a process initiated during the year before. A slew of measures like process automation in Quality with the use of high end IT system were undertaken to prevent manual intervention. Manufacturing also underwent a significant upheaval with development of a strong protocol based operations, continuous learning & training programs in cGMP (current Good Manufacturing Practice) and modernization of equipment with automated controls.

You would be happy to know that as a result of these measures, UK MHRA lifted the Statement of Non-Compliance from the L1-Chikalthana plant at Aurangabad and granted restricted Good Manufacturing Practice (GMP) certificate after their inspection during the year. The Company''s plants at Daman and Kadaiya too were inspected by UK MHRA and EU GMP status was restored for these plants. The number of products for supply to UK and EU markets has since then increased from these plants.

The Company''s clinical research organization at Aurangabad underwent a successful inspection by US FDA and continued to remain in compliance. The Company also offered its manufacturing facilities to US FDA for inspection during the year. US FDA visited two of the manufacturing facilities at Aurangabad: B-15/2, Waluj in February, 2015 and Ll-Chikalthana facility in March, 2015. The new quality control systems with automation features were thoroughly inspected and have been appreciated. There are no findings with respect to data security and control measures in Laboratory and Manufacturing facilities. The Company believes that all the outstanding issues at its plants pertaining to US FDA will be resolved in reasonable period of time.

During the year, India Ratings & Research Private Limited (Fitch Group) assigned a Long Term Issuer Rating of "Ind AA" with "Stable Outlook" in conformity to the sustained growth of the Company in its operation. The Company''s Short Term Fund & Non-Fund based facilities have also been rated as "IND A1 "

DIVIDEND AND RESERVES

During the year 2014-15, the Board of Directors of the Company declared and paid interim dividend @ 400% (Rs. 20/- per equity share of Rs. 5/- each) absorbing a sum of Rs. 220.08 crore.

The Board recommends dividend @ 0.01% (Rs. 0.0005 per Preference Share of Rs. 5/- each) on 47,56,59,941 Non-Convertible Cumulative Redeemable Preference Shares of Rs. 5/- each and 12,14,54,927 Optionally Convertible Cumulative Redeemable Preference Shares of Rs. 5/- each absorbing a sum of Rs. 298,557/-.

No amount is proposed to be transferred to the General Reserves of the Company out of the profits for the year.

REGISTERED OFFICE

Pursuant to the approval of the Shareholders by way of Special Resolution through Postal Ballot, the Registered Office of the Company has been shifted from Mumbai to Aurangabad with effect from 24th March, 2015.

SHARE CAPITAL

During the year under review, the paid-up equity share capital of the Company increased from Rs. 54,87,55,765/- to Rs. 55,03,64,515/- pursuant to the allotment of 3,21,750 equity shares of Rs. 5/- each against exercise of stock options granted under Wockhardt Employee Stock Option Scheme - 2011 (''ESOP Scheme'').

There was no issue of equity shares with differential voting rights and sweat equity shares during the year under review. Further, no shares have been issued to employees of the Company except under the ESOP scheme mentioned above.

DIRECTORS

Pursuant to the provisions of Section 149 of the Companies Act, 2013, Members of the Company at the Annual General Meeting (''AGM'') held on 15th September, 2014, appointed Mr. Shekhar Datta, Mr. R. A. Shah, Mr. Aman Mehta, Mr. Davinder Singh Brar and Dr. Sanjaya Baru as Independent Directors for a term of five consecutive years with effect from 1st April, 2014 to 31st March, 2019.

During the year under review, Mr. R. A. Shah relinquished directorship of the Company w.e.f. 30th September, 2014. The Board took the same on record and placed its appreciation for valuable contributions made by him during his long association with the Company.

Ms. Tasneem Mehta (DIN: 05009664) was appointed as an Additional Director (Non-Executive and Independent) with effect from 30th September, 2014. The resolution for the appointment of Ms. Tasneem Mehta as an Independent Director for a term upto 29th September, 2019 is placed for approval of Members of the Company at the ensuing AGM.

Further, Mr. Baldev Raj Arora (DIN: 00194168) was appointed as an Additional Director (Non-Executive and Independent) with effect from 28th May, 2015. The resolution for the appointment of Mr. Baldev Raj Arora as an Independent Director for a term upto 27th May, 2020 is also placed for approval of Members of the Company at the ensuing AGM.

All the Independent Directors have furnished Declaration of Independence stating that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Clause 49(II)(B) of the Listing Agreement.

During the year under review, Dr. H. F. Khorakiwala, Chairman (DIN: 00045608) was re-appointed for a period of five years w.e.f. 1st March, 2015.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Dr. Murtaza Khorakiwala, Managing Director (DIN: 00102650) retires by rotation as Director at the ensuing AGM and being eligible, offers himself for the re-appointment. The Board recommends his re-appointment.

As required under Clause 49 of the Listing Agreement, brief resume and other details of directors being appointed/ re-appointed are provided in the Notice of AGM.

NUMBER OF BOARD MEETINGS

During the financial year 2014-15, the Board of Directors met 5 (five) times on 26th May, 2014, 12th August, 2014, 15th September, 2014, 3rd November, 2014 and 4th February, 2015.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3)(c) of the Companies Act, 2013, the Directors state that:

(a) in the preparation of Annual Accounts for the year ended 31st March, 2015, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

(b) such Accounting Policies as mentioned in the Notes to the Financial Statements for the year ended 31st March, 2015 have been selected and applied consistently and judgments and estimates have been made 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 and loss of the Company for the year ended 31st March, 2015;

(c) proper and sufficient care has 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;

(d) the Annual Accounts for the year ended 31st March, 2015 have been prepared on a going concern basis;

(e) the internal financial controls to be followed by the Company have been laid down and such internal financial controls are adequate and operating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems are adequate and operating effectively.

STATUTORY AUDITORS

At the last Annual General Meeting (''AGM'') of the Company held on 15th September, 2014, Haribhakti & Co. LLP, Statutory Auditors of the Company were appointed for a term of five years i.e. till the conclusion of 20th AGM subject to ratification of their appointment at every AGM of the Company. The resolution for ratification of their appointment is placed for approval of Members of the Company at the ensuing AGM. The Company has received a letter from Haribhakti & Co. LLP confirming that they are eligible for ratification of their appointment.

AUDITORS'' REPORT

The report of the Statutory Auditors on Standalone and Consolidated Financial Statements forms part of the Annual Report. There are no qualifications, reservations, adverse remarks, disclaimer or emphasis of matter in the Auditors'' Report.

COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013 (''the Act''), read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time and as recommended by the Audit Committee, the Board of Directors of the Company appointed M/s. Kirit Mehta & Co., Cost Accountants as Cost Auditors to conduct the audit of cost records relating to pharmaceutical activities of the Company for the years 2014-15 and 2015-16. The Company has received consent from

M/s. Kirit Mehta & Co. to act as Cost Auditors. Further, pursuant to the aforesaid provisions of the Act, the remuneration payable to M/s. Kirit Mehta & Co. for conducting the audit of cost records for the year ending 31st March, 2016 needs to be ratified by the Members of the Company and resolution for the said ratification is placed for approval of Members of the Company at the ensuing AGM.

The Cost Audit Report for the financial year ended 31st March, 2014 was duly filed with the Central Government within the due date i.e., 25th September, 2014.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors of the Company had appointed Mr. Virendra Bhatt, Practising Company Secretary to conduct Secretarial Audit for the year ended 31st March, 2015. The Secretarial Audit Report issued by Mr. Virendra Bhatt is annexed to this Report as Annexure I. The report does not contain any qualifications, reservations, adverse remarks or disclaimer.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return under Section 92(3) of the Companies Act, 2013 is annexed as Annexure II to this Report.

EMPLOYEE STOCK OPTIONS

During the year under review, 2,00,000 stock options were granted under Employee Stock Option Scheme - 2011. The details of Employee Stock Options pursuant to Section 62 of the Companies Act, 2013 read with Rules made thereunder; and SEBI (Share Based Employee Benefits) Regulations, 2014 and erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are provided in Annexure III to this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Rules made thereunder and pursuant to the recommendation of the Committee, the Board has approved a Corporate Social Responsibility (''CSR'') policy and the same has been uploaded on the website of the Company www.wockhardt.com. CSR Policy contains the CSR activities which can be carried out by the Company, governance structure, implementation process, etc.

As the Average Net Profits of the Company for the immediately preceding 3 financial years calculated as per Section 198 of the Companies Act, 2013 were negative, no amount was required to be spent on CSR activities during the financial year 2014-15. However, as a continuing corporate governance practice, the Company contributed Rs. 1.21 crores to Wockhardt Foundation, CSR arm of the Company, for spending on CSR activities which has undertaken CSR projects in the areas of healthcare and education etc. The details on CSR activities are provided in Annexure IV to this Report.

KEY MANAGERIAL PERSONNEL

As on date, Mr. Manas Datta is the Chief Financial Officer (CFO) of the Company and Mr. Narendra Singh is the Company Secretary & Compliance Officer (CS).

During the financial year 2014-15, there were no changes in the Whole-time Directors and Managing Director. However, the following changes took place in CFO and CS (Key Managerial Personnel):-

Sl. Name of the KMP Designation Date of No. appointment

1. Mr. V. Suresh Chief Financial Officer N.A.

2. Mr. Vijay Khetan Company Secretary & Compliance 19th May, 2011 Officer 3. Mr. Nimesh Shah Company Secretary & Compliance 8th September, Officer 2014

4. Mr. Manas Datta Chief Financial Officer 10th September, 2014

Sl. Name of the KMP Date of resignation No.

1. Mr. V. Suresh 30th May, 2014

2. Mr. Vijay Khetan 30th May, 2014

3. Mr. Nimesh Shah 9th February, 2015

4. Mr. Manas Datta N.A.

Mr. Narendra Singh is appointed as the Company Secretary & Compliance Officer on 28th May, 2015.

COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company has been following well laid down policy on appointment and remuneration of Directors, KMP and Senior Management personnel.

The appointment of Directors is made pursuant to the recommendation of Nomination and Remuneration Committee (NRC).

The remuneration of Executive Directors comprises of Basic Salary and Perquisites & follows applicable requirements of the Companies Act, 2013. Approval of shareholders and the Central Government, if any, for payment of remuneration to Executive Directors is sought, from time to time.

The remuneration of Non-Executive Directors comprises of sitting fees in accordance with the provisions of Companies Act, 2013 and reimbursement of expenses incurred in connection with attending the Board meetings, Committee meetings, General Meetings and in relation to the business of the Company.

A brief of the Remuneration Policy on appointment and remuneration of Directors, KMP and Senior Management is provided in the Report on Corporate Governance.

PERFORMANCE EVALUATION OF DIRECTORS

Criteria of performance evaluation of the Board of Directors including Independent Directors are laid down by Nomination and Remuneration Committee of the Company. Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of the entire Board, Committees and all the Directors based on the parameters specified in the Report on Corporate Governance. The parameters of performance evaluation were circulated to the Directors in the form of questionnaire.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has adequate internal financial control procedures commensurate with its size and nature of business. These controls include well defined policies, guidelines, Standard Operating Procedures (''SOPs''), authorization and approval procedures and high technology intensive processes. The internal financial controls of the Company are adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets and that the business is conducted in an orderly and efficient manner.

RISK MANAGEMENT

The Company has laid down the procedure for risk assessment and its mitigation through an internal Risk Committee. Key risks and their mitigation arising out of periodic reviews by the Committee are assessed and reported to the Audit Committee on a periodic basis.

The current key risk relates to regulatory risk on overseas operations and business. This is arising out of regulatory audits at Company''s manufacturing locations, which is being adequately addressed through strengthening of current processes and controls by Company''s internal quality assurance and manufacturing teams and through the help of reputed external consultants. Other details about Risk Management have been elaborated in the Report on Corporate Governance forming part of this Annual Report.

PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has obtained approval of Shareholders through Postal Ballot for giving loans, guarantees and/or providing security(ies) and/or making investments upto Rs. 3,000 crore including the limit under Section 186 of the Companies Act, 2013. The particulars of loans, investments and guarantees are provided under Note 31 in the Notes to the Financial Statements.

PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year 2014-15 with related parties were in the ordinary course of business and on arm''s length basis. The Particulars of contracts/arrangements with related parties in Form AOC-2 are provided in Annexure V to this Report.

AUDIT COMMITTEE

As on 31st March, 2015, the Audit Committee comprises of Mr. Shekhar Datta, Chairman, Mr. Aman Mehta, Mr. Davinder Singh Brar, Dr. Sanjaya Baru and Ms. Tasneem Mehta as its Members. All the Members of the Committee are Independent Directors and recommendations made by the Audit Committee were accepted by the Board of Directors of the Company. Other details about the Audit Committee and other Committees of the Board are provided in the Report on Corporate Governance forming part of this Annual Report.

VIGIL MECHANISM

Pursuant to the requirement laid down in the Companies Act, 2013 and the Listing Agreement, the Company has established Vigil Mechanism. The details of the same are provided in the Report on Corporate Governance forming part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 (''Act'') read with Rule 5(2) and 5(3) of the Companies (Appointment & 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 are provided in annexure to this report. Pursuant to the provision of Section 136(1) of the Companies Act, 2013, the Board''s Report is being sent to the Shareholders of the Company excluding the said annexure. Any Shareholder interested in inspection or obtaining a copy of the annexure, may write to the Company Secretary and the same will be furnished on request.

Disclosure pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure VI to this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is provided in Annexure VII to this Report.

SUBSIDIARIES

As on 31st March, 2015, the Company has total 28 subsidiaries.

During the year under review, two Wholly Owned Indian Subsidiaries of the Company viz. Wockhardt Biopharm Limited and Vinton Healthcare Limited were amalgamated with the Company w.e.f. 1st April, 2014 (''appointed date'') pursuant to the scheme of amalgamation sanctioned by the Hon''ble High Court, Bombay vide its order dated 20th March, 2015. Further, Nonash Limited, Ireland, indirect foreign subsidiary of the Company was liquidated during the year. With effect from 1st April, 2015, CP Pharmaceuticals Ltd., subsidiary of Wockhardt UK Holdings Limited, became subsidiary of Wockhardt Bio AG.

Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing salient features of the Subsidiaries of the Company is provided in Form AOC-1 attached as Annexure VIII to this Report and other details of the subsidiaries are also provided in the said Annexure.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Clause 32 of the Listing Agreement and the Companies Act, 2013, the Audited Consolidated Financial Statements prepared as per Companies Act, 2013 and Accounting Standards forms part of the Annual Report. In view of the same, the accounts and other documents of each subsidiaries and associate companies are not attached to this Report.

A copy of the Audited Financial Statements of the subsidiaries shall be made available for inspection at the Registered Office of the Company during business hours. The audited financial statements of the subsidiaries are also available on the website of the Company. Further, any Shareholder interested in obtaining a copy of the separate Financial Statements of the subsidiary(ies) shall make specific request in writing to the Company Secretary.

DEPOSITS

During the year under review, no deposits were accepted by the Company under Chapter V of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURT

During the year under review, no significant and material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status and operations of the Company.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

A Report on Corporate Governance along with a certificate from the Practicing Company Secretary on compliance of the conditions of Corporate Governance pursuant to Clause 49 of the Listing Agreement and Management Discussion and Analysis Report forms part of this Report.

ACKNOWLEDGEMENTS

Your Directors appreciate the significant contribution made by the employees of the Company at all levels towards its overall success. The Directors also take this opportunity to place on record their appreciation to all the Stakeholders of the Company viz. customers, members of medical profession, investors, banks, regulators for the support received from them during the year under review.

For and on behalf of the Board of Directors

DR. H. F. KHORAKIWALA Chairman DIN: 00045608

Mumbai, 28th May, 2015

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Fifteenth Annual Report of the Company along with the Audited Accounts for the financial year ended March 31, 2014.

FINANCIAL PERFORMANCE

(Rs.in crore)

Year ended Year ended March 31, 2014 March 31, 2013

Consolidated

Income 4,869 5,772

Profit Before Depreciation, Finance Cost & Tax 1,018 2,166

Profit/(Loss) Before Exceptional Items & Tax 841 1,799

Exceptional Items (Expense)/Income 50 61

Profit/(Loss) Before Tax 891 1,860

Provision for Taxation (Expense)/Credit (48) (265)

Share of Profit/(Loss) from Associates - (1)

Minority Interest (Profit)/Loss (2) -

Net Profit/(Loss) 841 1,594

Standalone

Income 2,125 2,628

Profit Before Depreciation, Finance Cost & Tax 385 640

Profit/(Loss) Before Exceptional Items & Tax 215 425

Exceptional Items (Expense)/lncome - 288

Profit/(Loss) Before Tax 215 713

Provision for Taxation (Expense)/Credit (16) (91)

Profit/(Loss) After Tax 199 623

For the year ended March 31, 2014, the Company registered Consolidated Income of" 4,869 crore and Net Profit of" 841 crore. On standalone basis, the Company registered income of" 2,125 crore and Net Profit of" 199 crore.

During the year, the Company has received regulatory alerts from USFDA on two of its manufacturing units located in Aurangabad. The said action did not affect the sale of inventories which were already lying in USA, thereby assuring no quality concerns on the products. Further, USFDA has also excluded 6 products and the supply of the same continues to the US market.

The Company has also received restricted GMP certificate from the UKMHRA for its manufacturing facilities at Aurangabad & Daman. The UKMHRA has however, allowed the Company to manufacture and supply 21 products. The UKMHRA had also initiated drug recalls for the products manufactured at two Aurangabad facilities, but has categorically mentioned that the recalls were only precautionary and there was no risk to patient safety.

The above has resulted in inventory write-off as well as decline in the sales and profitability during the year.

During the year, the company has reviewed its technical operations and as a result of the same has directed its energies into strengthening and upgrading its Quality & Manufacturing operations. The company has initiated a number of improvement measures to ensure creation of a robust, sustainable and compliant operating framework on a consistent basis. Some of these measures include restructuring and strengthening Quality & Manufacturing functions, initiating extensive training programs for upgrading competencies and improving information system security and integrity.

DIVIDEND AND RESERVES

During the year 2013-2014, the Board of Directors of the Company had declared and paid two interim dividends @100% each, totaling to 200% (" 5/- per equity share of" 5/- each) absorbing " 109.75 crore.

The Board recommends dividend @ 0.01% (" 0.0005 per Preference Share of " 5/- each) on 47,56,59,941 Non-Convertible Cumulative Redeemable Preference Shares of " 5/- each and 12,14,54,927 Optionally Convertible Cumulative Redeemable Preference Shares of" 5/- each, absorbing a sum of" 2,98,557/- and dividend distribution tax of" 50,740/-. An amount of " 19.86 crore is proposed to be transferred to the General Reserves of the Company out of the profits of the Company for the year.

CHANGES IN CAPITAL STRUCTURE

During the year under review, the issued, subscribed and paid-up equity share capital increased to Rs. 54,87,55,765/- pursuant to the allotment of 1,67,750 equity shares of Rs. 5/- each against exercise of employee stock options granted to the employees of the Company under Wockhardt Employee Stock Option Scheme - 2011 ("ESOP Scheme").

DIRECTORS

The Board of Directors of the Company at their meeting held on February 9, 2014 re-appointed Dr. Huzaifa Khorakiwala (DIN: 02191870) as "Executive Director" and Dr. Murtaza Khorakiwala (DIN: 00102650), as "Managing Director", liable to retire by rotation for a period of Five (5) years w.e.f. March 31, 2014 subject to the approval of members in ensuing Annual General Meeting. The Board recommends their re-appointment. Further, pursuant to the provisions of Section 152 of the Companies Act, 2013 (the''Act''), Dr. Huzaifa Khorakiwala, Executive Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Pursuant to Section 149 of the Companies Act, 2013, the Board proposes to appoint Mr. Rajendra Ambalal Shah (DIN: 00009851), Mr. Shekhar Datta (DIN: 00045591), Mr. Aman Mehta (DIN: 00009364), Mr. Davinder Singh Brar (DIN: 00068502) and Dr. Sanjaya Baru (DIN: 05344208), existing Independent Directors as Non-Executive Independent Directors of the Company for a term of five consecutive years with effect from April 1, 2014 to March 31, 2019, subject to the approval of members at the ensuing Annual General Meeting of the Company. These Independent Directors shall not be liable to retire by rotation. A brief resume and other details of Dr. Huzaifa Khorakiwala, Dr. Murtaza Khorakiwala and all Independent Directors as required under clause 49 (IV) (G) of the Listing Agreement are provided in the Notice of Annual General Meeting and forms part of this Annual Report.

STATUTORY AUDITORS

M/s Haribhakti & Co. (ICAI Firm Registration No: 103523W), the Statutory Auditors, hold office upto the conclusion of the ensuing Annual General Meeting.

M/s Haribhakti & Co. are Statutory Auditors of the Company from the financial year 2009-2010. It is proposed to appoint M/s Haribhakti & Co. as Statutory Auditors to hold office for a term of five years i.e. from conclusion of Fifteenth Annual General Meeting till the conclusion of Twentieth Annual General Meeting of the Company (subject to ratification by Members at every Annual General Meeting). M/s Haribhakti &Co. have expressed their willingness to act as Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 140 of the Companies Act, 2013.

AUDITORS’ REPORT

The Independent Auditors'' Report issued by the Statutory Auditors to the Shareholders does not contain any qualifications. We draw your attention to Note No. 5 of the Independent Auditors''Report regarding matter of emphasis. The clarification of the same is provided in Note No. 47 of Notes to Accounts of the standalone accounts.

COST AUDITORS

The Board of Directors of the Company has appointed M/s Kirit Mehta & Co., Cost Accountants as Cost Auditors for the Audit of Cost Accounts relating to Pharmaceutical Activity of the Company for the year ended March 31, 2014 and for the year ending March 31, 2015. Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Rules made there under, the resolution for the ratification of the remuneration payable to M/s Kirit Mehta &Co. is placed for the approval of the members of the Company at ensuing Annual General Meeting.

The Company has filed the cost audit reports for the year ended March 31, 2013 with the Ministry of Corporate Affairs within due date i.e. on September 27, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representation received from the operating management, confirm that:

In the preparation of annual accounts, the applicable accounting standards have been followed;

In order to provide a true and fair view of the state of affairs of the Company as on March 31, 2014 and the profits for the year ended on that date, reasonable and prudent judgments and estimates have been made and generally accepted accounting policies have been selected and consistently applied; for safeguarding the assets of the Company and for preventing and detecting any material fraud and irregularities, proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956;

The annual accounts presented to the members have been prepared on a going concern basis.

FIXED DEPOSITS

During the year under review, no fixed deposits were accepted by the Company.

PARTICULARS OF EMPLOYEES

Information as prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, amended from time to time forms part of this report. As per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders of the Company excluding the statement of particulars of employees under Section 217 (2A) of the Companies Act, 1956. Any shareholder interested in inspection or obtaining a copy of the statement may write to the Secretarial Department at the Registered Office of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information pursuant to 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, relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are provided in Annexure I to this report.

EMPLOYEE STOCK OPTIONS

During the year under review, no stock options were granted under Wockhardt Employee Stock Option Scheme - 2011. However, details pursuant to SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) are provided in Annexure II to this report.

SUBSIDIARY COMPANIES & LEGAL COMPLIANCE

The Company has 31 subsidiaries as on March 31, 2014. The Ministry of Corporate Affairs vide its circular dated February 8, 2011 granted general exemption under Section 212 (8) of the Companies Act, 1956 to the Companies with regard to attaching of the balance sheet, profit and loss account and other documents of the Subsidiary Companies. Accordingly, the annual accounts and other documents of the Company''s subsidiaries for the year ended March 31, 2014 are not attached to this Annual Report. The annual accounts of the subsidiaries will be available for inspection by any member of the Company at the Registered Office of the Company and also at the Registered Office of the concerned subsidiaries. The annual accounts of the subsidiary companies and detailed information will be made available to the members of the Company and subsidiaries upon receipt of request from them. A statement pursuant to the provisions of Section 212 (1) (e) of the Companies Act, 1956 and the summary of the key financials of the Company''s subsidiaries are included in this Annual Report. Pursuant to Clause 32 of the Listing Agreement and Accounting Standard AS-21, the Audited Consolidated Financial Statements for the financial year ended March 31, 2014 forms part of this Annual Report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

A Report on Corporate Governance along with a certificate from the Practicing Company Secretary on compliance of the conditions of Corporate Governance pursuant to the Clause 49 of the Listing Agreement and Management Discussion and Analysis Report are given separately in this Annual Report.

ACKNOWLEDGEMENTS

Your Directors acknowledge the significant contribution made by the employees of the Company at all levels towards its overall success. The Directors also take this opportunity to place on record their appreciation to all the stakeholders, bankers and members of medical profession for their continued support to the Company.

For and on behalf of the Board

DR. H. F. KHORAKIWALA

Chairman

Mumbai, May 26, 2014

---

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Fourteenth Annual Report of the Company along with the Audited Accounts for the financial year ended March 31, 2013.

FINANCIAL PERFORMANCE (Rs. in crore)

Year ended Year ended March 31, 2013 March 31, 2012

Consolidated

Income 5,772 4,637

Profit Before Depreciation, Interest & Tax 2,139 1,442

Profit/(Loss) Before Exceptional Items & Tax 1,799 1,051

Exceptional Items (Expense)/lncome 61 (474)

Profit/(Loss) Before Tax 1,860 577

Provision for Taxation (Expense)/Credit (265) (235)

Share of Profit/(Loss) from Associates (1) 1

Net Profit/(Loss) 1,594 343

Standalone

Income 2,628 2,581

Profit Before Depreciation, Interest & Tax 660 827

Profit/(Loss) Before Exceptional Items & Tax 425 545

Exceptional Items (Expense)/lncome 288 (162)

Profit/(Loss) Before Tax 713 384

Provision for Taxation (Expense)/Credit (91) (200)

Profit/(Loss) After Tax 623 184

The Company registered a 24% growth in consolidated income to Rs. 5,772 crore and 2% growth in standalone income to Rs. 2,628 crore for the year ended March 31, 2013, on a year on year basis. The Profit before depreciation, interest and tax on a consolidated basis grew from Rs. 1,442 crore to Rs. 2,139 crore thereby registering a healthy growth of 48% and profit aftertax on consolidated basis grew from Rs. 343 crore to Rs. 1,594 crore thereby registering a growth of 365%. On a standalone basis, the profit after tax stood at Rs. 623 crore against Rs. 184 crore for the previous year, thereby registering a growth of 239%.

In the Month of May 2013, the Company has received an Import Alert from the US FDA on its manufacturing unit located at Waluj near Aurangabad. The impact of the Import Alert on the consolidated revenues is expected to be approximately US$ 100 million on an annualised basis. The Company is taking all steps to address the concerns raised by US FDA and is also working on various measures to mitigate the above impact.

DIVIDEND AND RESERVES

An amount of Rs. 62 crore is proposed to be transferred to the General Reserves of the Company out of the profits of the Company for the year. Further, an amount ofRs. 463 crore is transferred to Capital Redemption Reserve towards redemption of preference shares.

The Board recommends a Dividend @ 0.01% (Rs. 0.0005 per Preference Share of Rs. 5/- each) on 47,56,59,941 Non-Convertible Cumulative Redeemable Preference shares ofRs. 5/-each and 12,14,54,927 Optionally Convertible Cumulative Redeemable Preference Shares ofRs. 5/- each absorbing a sum ofRs. 298,557/- and dividend distribution tax ofRs. 50,740/-.

Your Board has recommended a Dividend @ 100% (Rs. 5/- per equity share ofRs. 5/- each) on 10,95,83,403 equity shares of the Company for the year ended March 31, 2013. The dividend if approved by the members at the Annual General Meeting, will absorb a sum ofRs. 55 crore and dividend distribution tax ofRs. 9 crore.

CHANGES IN CAPITAL STRUCTURE

During the year under review, the issued, subscribed and paid-up equity share capital increased to Rs. 54,79,17,015/- pursuant to the allotment of 1,47,500 equity shares ofRs. 5/- each against exercise of employee stock options granted to the employees of the Company under Wockhardt Employee Stock Option Scheme - 2011 ("ESOP Scheme").

The issued, subscribed and paid-up preference share capital reduced from Rs. 7,61,37,44,685/- to Rs. 2,98,55,74,340/- due to redemption of 92,56,34,069 preference shares of Rs. 5/- each during the year.

EMPLOYEE STOCK OPTIONS

During the year under review, the Compensation Committee of the Board granted 3,58,500 stock options convertible into 3,58,500 equity shares of the Company of face value of Rs. 5/- each under Wockhardt Employee Stock Option Scheme - 2011 ("ESOP Scheme") to various employees and Independent Directors of the Company. Pursuant to SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme), Guidelines, 1999, the details of employee stock options are provided in Annexure to this report.

DIRECTORS

Dr. Sanjaya Baru and Mr. Davinder Singh Brar, were appointed as Additional Directors w.e.f. August 6, 2012 and were appointed as Directors of the Company in the Annual General Meeting held on September 13, 2012. Mr. Bharat Patel ceased to be a Director of the Company w.e.f. September 13, 2012.

Mr. Shekhar Datta and Mr. Aman Mehta retire by rotation as Directors at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

A brief resume and other details of the Directors seeking re-appointment at the forthcoming Annual General Meeting as required under Clause 49(IV)(G) of the Listing Agreement are provided in the Notice of Annual General Meeting and forms part of this Annual Report.

STATUTORY AUDITORS

M/s. Haribhakti & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.They have expressed their willingness to act as Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224(1B) of the Companies Act, 1956.

The Independent Auditor''s Report issued by the Statutory Auditors to the shareholder does not contain any qualifications. We draw your attention to note no. 5 of the Independent Auditor''s Report regarding matters of emphasis and for clarification request you to refer Note No. 37(i) of the Notes to Accounts of the Standalone Financial Statements.

COST AUDITORS

The Company had appointed M/s. Kirit Mehta & Co., Cost Accountants as Cost Auditors for the Audit of Cost Accounts relating to Pharmaceutical activity for the year ended March 31, 2012 and March 31, 2013.The full particulars of Cost Auditors are as under:

M/s. Kirit Mehta & Co.

Membership No. 4105

3, 423-424, Ramjharukha,

71, S. V. Road, Andheri (West),

Mumbai 400 058

The Cost Audit Reports for the financial year ended March 31, 2012 were duly filed with Central Government on February 28, 2013 (Due Date: February 28, 2013).

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representation received from the operating management, confirm that:

- in the preparation of annual accounts, the applicable accounting standards have been followed;

- in order to provide a true and fair view of the state of affairs of the Company as on March 31, 2013 and the profits for the year ended on that date, reasonable and prudent judgments and estimates have been made and generally accepted accounting policies have been selected and consistently applied;

- for safeguarding the assets of the Company and for preventing and detecting any material fraud and irregularities, proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956;

- the annual accounts presented to the members have been prepared on a going concern basis.

FIXED DEPOSITS

During the year under review, no fixed deposits were accepted by the Company.

PARTICULARS OF EMPLOYEES

Information as prescribed under Section 217(2A) ofthe Companies Act, 1956 ("the Act"), read with the Companies (Particulars of Employees) Rules, 1975, amended from time to time forms part of this report. As per the provisions of Section 219(1)(b)(iv) ofthe Act, the Report and Accounts are being sent to the shareholders ofthe Company excluding the statement of particulars of employees under Section 217(2A) ofthe Act. Any shareholder interested in obtaining a copy ofthe statement or inspection may write to the Company Secretary at the Registered Office ofthe Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information pursuant to Section 217(1)(e) ofthe Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are provided in Annexure to this report.

SUBSIDIARY COMPANIES

The Company has 32 subsidiaries as on 31st March 2013. During the year 2012-2013, Laboratories Lerads S.A.S. was merged with Wockhardt France (Holdings) S.A.S., the holding Company. Further, Haripar S.C. (a subsidiary of Laboratories Pharma 2000 S.A.S.) and S.C.I. Salome (a subsidiary of Laboratories Negma S.A.S.) were liquidated. Further, 2 subsidiaries were incorporated in Mexico namely Wockhardt Farmaceutica SA DE CV and Wockhardt Services SA DE CV.

LEGAL COMPLIANCE

The Ministry of Corporate affairs vide its circular dated February 8, 2011 granted general exemption under Section 212(8) of the Companies Act, 1956 to the Companies with regard to attaching ofthe balance sheet, profit and loss account and other documents ofthe Subsidiary Companies. Accordingly, the annual accounts and other documents of Company''s subsidiaries for the year ended March 31, 2013 are not attached to this Annual Report. The annual accounts of subsidiaries will be available for inspection by any member ofthe Company at the registered office ofthe Company and also at the registered office ofthe concerned subsidiaries. The annual accounts ofthe subsidiary companies and detailed information will be made available to the members ofthe Company and subsidiaries upon receipt of request from them. A statement pursuant to the provisions of Section 212(1)(e) ofthe Companies Act, 1956 and the summary ofthe key financials ofthe Company''s subsidiaries are included in this Annual Report. Pursuant to Clause 32 ofthe Listing Agreement and Accounting Standard AS -21, the Audited Consolidated Financial Statements for the financial year ended March 31, 2013 forms part of this Annual Report.

SECRETARIAL AUDIT

The Company has voluntarily carried out Secretarial Audit for the year ended March 31, 2013 from V. G. Bhatt & Associates, Practising Company Secretary.

The said Secretarial Audit Report confirms that the Company has complied with all the applicable provisions ofthe Companies Act, 1956, Listing Agreements with stock exchanges and all the requirements of Securities and Exchange Board of India (SEBI) as applicable to the Company, including the SEBI (Substantial Acquisition ofShares and Takeovers) Regulations, 2011 (erstwhile Regulation of 1997) and the SEBI (Prohibition of Insider Trading) Regulations, 1992.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

A Report on Corporate Governance along with a certificate from the Practicing Company Secretary on compliance of the conditions ofCorporate Governance pursuant to Clause 49 ofthe Listing Agreement and Management Discussion and Analysis Report are given separately in this Annual Report.

ACKNOWLEDGEMENTS

Your Directors acknowledge the significant contribution made by the employees ofthe Company at all levels towards its overall success. The Directors also take this opportunity to place on record their appreciation to all the stakeholders, bankers and members of medical profession for their continued support to the Company.

For and on behalf of the Board

DR. H. F. KHORAKIWALA

Chairman

Mumbai, May 27, 2013

---

Mar 31, 2012

The Directors have pleasure in presenting the Thirteenth Annual Report of the Company along with the Audited Accounts for the financial year ended March 31, 2012.

FINANCIAL PERFORMANCE

(Rs. in crore)

Year ended Year ended March 31, 2012 March 31, 2011

Consolidated

Income 4,637 3,767

Profit before Depreciation, Interest & Tax 1,463 932

Profit/(Loss) Before Exceptional Items & Tax 1,105 685

Exceptional Items (528) (581)

Profit/(Loss) Before Tax 577 104

Provision for Taxation (Expense)/Credit (235) (9)

Share of Profit/(Loss) from Associates 1 (5)

Net Profit/(Loss) 343 90

Standalone

Income 2,581 1,772

Profit Before Depreciation, Interest & Tax 854 410

Profit/(Loss) Before Exceptional Items & Tax 600 161

Exceptional Items (216) (293)

Profit/(Loss) Before Tax 384 (132)

Provision for Taxation (Expense)/Credit (200) -

Profit/(Loss) After Tax 184 (132)

The Company registered 23% growth in consolidated income to Rs. 4,637 crore and 46% growth in standalone income to Rs. 2,581 crore for the year ended March 31, 2012, on a year on year basis. The Profit before depreciation, interest and tax on a consolidated basis grew from Rs. 932 crore to Rs. 1,463 crore thereby registering a healthy growth of 57% and profit after tax on consolidated basis grew from Rs. 90 crore to Rs. 343 crore. On a standalone basis, the Company registered profit after tax of Rs. 184 crore as against loss of Rs. 132 crore for the previous year.

DIVIDEND AND RESERVES

The Board recommends dividend @ 0.01% (Rs. 0.0005 per Preference Share of Rs. 5/- each) on 107,61,98,988 Non-Convertible Cumulative Redeemable Preference Shares of Rs. 5/- each and 44,65,49,949 Optionally Convertible Cumulative Redeemable Preference Shares of Rs. 5/- each of the Company on cumulative basis absorbing a sum of Rs. 21,75,171/- and dividend distribution tax of Rs. 3,52,867/-. Considering the brought forward losses of previous years, directors do not recommend any dividend on equity shares of the Company for the year ended March 31, 2012 and no amount is transferred to the General Reserve. However, an amount of Rs. 12.50 crore is transferred to Debenture Redemption Reserve.

CHANGES IN CAPITAL STRUCTURE

During the year under review, the Company allotted 3,23,15,130 Non-Convertible Cumulative Redeemable Preference Shares of Rs. 5/- each aggregating to Rs. 16.16 crore in terms of approved CDR package dated July 4, 2009. There was no change in paid up equity share capital of the Company

EMPLOYEE STOCK OPTIONS

During the year under review, the Compensation Committee of the Board granted 15,40,000 stock options convertible into 15,40,000 equity shares of the Company of face value of Rs. 5/- each under Wockhardt Employee Stock Option Scheme - 2011 ("ESOP Scheme") to permanent employees of the Company/Subsidiary Company. Pursuant to SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme), Guidelines, 1999, the details of employee stock options are provided in Annexure to this report.

DIVESTMENT OF NUTRITION BUSINESS

Pursuant to the approval provided by the members of the Company, divestment of Nutrition business to Danone was completed on July 26, 2012. The Company along with its wholly owned subsidiary has received the entire consideration of Rs. 1,280 crore towards this divestment.

DIRECTORS

Dr. Abid Hussain passed away on June 21, 2012 and accordingly ceased to be a Director of the Company. The Board places on record its appreciation for the valuable guidance and contribution to the Board made by him during his tenure as a Director of the Company and extends its deepest condolence to his family

Dr. Sanjaya Baru and Mr. Davinder Singh Brar were appointed as Additional Directors of the Company w.e.f. August 6, 2012. They hold office upto the ensuing Annual General Meeting of the Company. The resolutions for their appointment as Directors are being moved at the ensuing Annual General Meeting. The Board recommends appointment of Dr. Sanjaya Baru and Mr. D. S. Brar as Directors of the Company

Mr. R. A. Shah retires by rotation as Director at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

Mr. Bharat Patel who also retires by rotation at the ensuing Annual General Meeting, has expressed his inability to offer himself for re-appointment. The Board places on record its appreciation for the valuable guidance and contribution to the Board made by him during his tenure as a Director of the Company

AUDITORS

M/s. Haribhakti & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have expressed their willingness to act as Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224(1B) of the Companies Act, 1956. The Board recommends their appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representation received from the operating management, confirm that:

- in the preparation of annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departure;

- in order to provide a true and fair view of the state of affairs of the Company as on March 31, 2012 and the profits for the year ended on that date, reasonable and prudent judgments and estimates have been made and generally accepted accounting policies have been selected and consistently applied;

- for safeguarding the assets of the Company and for preventing and detecting any material fraud and irregularities, proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956;

- the annual accounts presented to the members have been prepared on going concern basis.

FIXED DEPOSITS

During the year under review, no fixed deposits were accepted by the Company

PARTICULARS OF EMPLOYEES

Information as prescribed under Section 217(2A) of the Companies Act, 1956 ("the Act"), read with the Companies (Particulars of Employees) Rules, 1975, amended from time to time forms part of this report. As per the provisions of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders of the Company excluding the statement of particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the statement or inspection may write to the Company Secretary at the Registered Office of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information pursuant to 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, relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are provided in Annexure to this report.

COST AUDIT

The Company had appointed M/s. Kirit Mehta & Co., Cost Accountants as Cost Auditors for the Audit of Cost Accounts relating to Bulk Drugs and Formulations for the year ended March 31, 2011 and March 31, 2012. The full particulars of Cost Auditors are as under:

M/s. Kirit Mehta & Co.

3, 423-424, Ramjharukha, 71, S. V. Road, Andheri (West), Mumbai 400058 Membership No. 4105

The Cost Audit Reports for the financial year ended March 31, 2011 were duly filed with Central Government on September 27, 2011 (Due Date: September 27, 2011).

LEGAL COMPLIANCE

The Ministry of Corporate affairs vide its circular dated February 8, 2011, granted general exemption under Section 212(8) of the Companies Act, 1956 to the Companies with regard to attaching of the balance sheet, profit and loss account and other documents of the Subsidiary Companies. Accordingly, the annual accounts and other documents of Company's subsidiaries for the year ended March 31, 2012 are not attached to this Annual Report. The annual accounts of subsidiaries will be available for inspection by any member of the Company at the registered office of the Company and also at the registered office of the concerned subsidiaries. The annual accounts of the subsidiary companies and detailed information will be made available to the members of the Company and subsidiaries upon receipt of request from them. A statement pursuant to the provisions of Section 212(1)(e) of the Companies Act, 1956 and the summary of the key financials of the Company's subsidiaries are included in this Annual Report. Pursuant to Clause 32 of the Listing Agreement and Accounting Standard (AS-21), the Audited Consolidated Financial statements for the financial year ended March 31, 2012 forms part of this Annual Report.

SECRETARIAL AUDIT

As directed by Securities and Exchange Board of India (SEBI) secretarial audit is being carried out at the specified period by the practicing company secretary. The findings of the secretarial audit were entirely satisfactory

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

A detailed report on Corporate Governance along with the certificate on compliance with the conditions of corporate governance under clause 49 of the Listing agreement and Management Discussion and Analysis Report are given separately in this Annual Report.

ACKNOWLEDGEMENTS

Your Directors acknowledge the impeccable service rendered by the employees of the Company at all levels towards its overall success. The Directors also take this opportunity to place on record their appreciation to the stakeholders, bankers and members of medical profession for their continued support to the Company

For and on behalf of the Board

DR. H. F. KHORAKIWALA

Chairman

Mumbai, August 6, 2012

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Twelfth Annual Report of the Company along with the Audited Accounts for the financial year ended March 31, 2011.

FINANCIAL PERFORMANCE

(Rs. in millions)

Fifteen Year ended Months ended March March 31,2011 31,2010

Consolidated

Income 37,671 45,309

Profit before Depreciation, Interest & Tax 9,246 8,527

Profit/(Loss) Before Exceptional Items & Tax 6,775 3,093

Exceptional Items (5,732) (12,949)

Profit/(Loss) Before Tax 1,043 (9,856)

Provision for Taxation (Expense)/Credit (86) (167)

Share of Profit/(Loss) from Associates (52) 16

Net Profit/(Loss) 905 (10,007)

Standalone

Income 17,720 19,019

Profit Before Depreciation, Interest & Tax 4,096 4,850

Profit/(Loss) Before Exceptional Items & Tax 1,608 1,372

Exceptional Items (2,929) (9,305)

Profit/(Loss) Before Tax (1,321) (7,933)

Provision for Taxation (Expense)/Credit — (9)

Profit/(Loss) After Tax (1,321) (7,942)

As previous period figures are for fifteen months, the same are not comparable. However, on a year on year basis, for the year ended March 31, 2011, the Company registered 3% growth in consolidated turnover to Rs. 37,671 million and 15% growth in standalone turnover to Rs. 17,720 million. The Profit before depreciation, interest and tax on a consolidated basis grew from Rs. 8,527 million to Rs. 9,246 million thereby registering a healthy growth of 40% and profit after tax on consolidated basis was Rs. 905 million as compared to a loss of Rs. 10,007 million for the corresponding period. On a standalone basis, there was a loss after tax of Rs. 1,321 million.

DIVIDEND AND RESERVES

In view of the loss incurred during the financial year ended March 31, 2011, no amount is transferred to the General Reserve and the directors do not recommend any dividend on equity shares and preference shares for the year ended March 31, 2011.

FINANCIAL RESTRUCTURING

The Corporate Debt Restructuring (CDR) has been substantially implemented, save for complete settlement of FCCBs and certain disputed derivatives. The Company's performance has been better than the projections envisaged under the CDR and the Company is regular in the debt servicing provided under the CDR Scheme.

In case of the Zero Coupon Foreign Currency Convertible Bonds (FCCBs) issued by the Company, the CDR Scheme had considered the settlement comprehensively. One of the significant holders of the Bonds had accepted the restructuring provided under the CDR Scheme. For other bondholders who did not accept the settlement provided under CDR, subject to they withdrawing the winding-up petition, a settlement was arrived wherein the Outstanding FCCBs were to be exchanged with new FCCBs and the shareholders had also approved the same and consent terms were also signed. However, the Trustees to the bondholders, subsequently disagreed to withdraw the winding-up petition. Subsequently, the Hon'ble High Court of Bombay, admitted the winding-up petition. Pursuant to an appeal filed by the Company the divisional bench of the Hon'ble Bombay High Court has granted an ad-interim relief while requiring the Company to deposit a sum of Rs. 1,150 million with the court, which has been complied with.

During the year, one of the Company's wholly owned subsidiary Viz. Wockhardt France (Holdings) S.A.S and some of its subsidiaries, were placed in a 'Safeguard' proceeding under a local administrator, to enable a comprehensive restructuring of the operation and the financial liabilities thereof and the same is under implementation.

DEMERGER OF NUTRITION BUSINESS OF VINTON HEALTHCARE LIMITED

The Hon'ble High Court of Delhi vide its order dated April 28, 2011 sanctioned the Scheme of Arrangement U/s. 391 to 394 of the Companies Act, by way of demerger of Nutrition Business of Vinton Healthcare Limited, a wholly owned subsidiary of the Company into Wockhardt Limited. The appointed date for the Scheme is January 1, 2011.

CHANGES IN CAPITAL STRUCTURE

During the year 2010-2011, the Company allotted 130,888,983 Non-Convertible Cumulative Redeemable Preference Shares of Rs. 5/- each and 22,386,344 Optionally Convertible Cumulative Redeemable Preference Shares of Rs. 5/- each aggregating to Rs. 666.38 millions in terms of approved CDR package dated July 4, 2009. The Authorised Share capital of the Company was increased from Rs. 9,250/- millions to Rs. 11,250/- millions. There was no change in paid up equity share capital of the Company.

DIRECTORS

Mr. Shekhar Datta and Dr. Huzaifa Khorakiwala retire by rotation as directors at the upcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their appointment at the forthcoming Annual General Meeting. As required under clause 49 of the listing agreement, brief information about them is as under:

Mr. Shekhar Datta has been a director of the Company since February 25, 2000. He is an engineering graduate from London. He was a past president of Confederation of Indian Industry and the Bombay Chamber of Commerce. He is on the Boards of Vesuvius India Limited and Triveni Engineering & Industries Limited. He is also a member of Audit and Investor Grievance Committee of Vesuvius India Limited. He holds 600 Equity Shares of the Company.

Dr. Huzaifa Khorakiwala was appointed as an Executive Director since March 31, 2009. He is a Commerce graduate from India and has done his Management Education at the Yale University, USA. Dr. Huzaifa Khorakiwala had joined Wockhardt in 2000 as Chief Operating Officer and has been handling various Wockhardt functions and businesses like International Business, Corporate social responsibility and Corporate Administration. He is also heading Wockhardt Foundation, an NGO as its Chief Executive Officer. He is on the Boards of Wockhardt Hospitals Limited, Merind Limited, Wockhardt Maharashtra Hospital Limited and Inspiration Cafee Private Limited. He holds 2,16,000 Equity Shares of the Company.

AUDITORS

M/s Haribhakti & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have expressed their willingness to act as Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956. The Board recommends their appointment.

AUDITORS' REPORT

(a) With regard to point no. 5(a) of the Auditors Report, please refer to the explanation given under the heading "Financial Restructuring" in this directors' report and note 32 of the standalone financial statements. Further, as regards to point no. 5(b) of the Auditors Report, necessary explanation has been provided under the heading "Financial Restructuring" and note no. 36 and 37 of the standalone financial statements. In respect of point 5(c) of the Auditors Report, the Company has given a corporate guarantee for the loan of US$ 250 million availed by its wholly owned subsidiary - Wockhardt EU Operations (Swiss) AG. As lenders aggregating 69 per cent of the loan by value have agreed for the rescheduling, under the provisions of the loan agreement majority (which is 66 2/3 per cent) of the lenders have agreed for the rescheduling. Further, the borrower is in discussion with the balance lenders for rescheduling and as none of the balance lenders have till date not disagreed with the rescheduling the management is of the view that all the lenders will agree to the rescheduling.

(b) Point 6 of the Auditors Report

The Company has charged the crystallized derivative losses to the Profit & Loss Account and some of the documentation trail is being co-related, for which the task force formed by the Company is taking necessary actions,

(c) Point 7 of the Auditors Report

Certain derivatives/hedging contracts entered into prior to March 31, 2010 had been unilaterally terminated by banks/financial institutions. The Company has disputed the same and continues to treat the demand of Rs. 3,322.51 million as a contingent liability and has not acknowledged as debt, since the liability cannot be currently ascertained even on a best effort basis till the final outcome of the matter.

The Company is of the view that these are contingent liabilities as these arise from past events and existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within control of the Company and therefore, has not acknowledged these claims against the Company as debts.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representation received from the operating management, confirm that:

- in the preparation of annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departure;

- in order to provide a true and fair view of the state of affairs of the Company as on March 31, 2011 and the loss for the year ended on that date, reasonable and prudent judgments and estimates have been made and generally accepted accounting policies have been selected and consistently applied;

- for safeguarding the assets of the Company and for preventing and detecting any material fraud and irregularities, proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956;

- the annual accounts presented to the members have been prepared on going concern basis.

FIXED DEPOSITS

During the year under review, no fixed deposits were accepted by the Company.

PARTICULARS OF EMPLOYEES

Information as prescribed under Section 217 (2A) of the Companies Act, 1956 ("the Act"), read with the Companies (Particulars of Employees) Rules, 1975, amended from time to time forms part of this report. As per the provisions of Section 219(1 )(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders of the Company excluding the statement of particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information pursuant to 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, relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are provided in Annexure A to this report.

LEGAL COMPLIANCE

The Ministry of Corporate Affairs vide its circular dated February 8, 2011, has granted general exemption under section 212(8) of the Companies Act, 1956 to the Companies with regard to attaching of the balance sheet, profit and loss account and other documents of the Subsidiary Companies for the financial year ended March 31, 2011 to this report. The annual accounts of subsidiaries will be available for inspection by any member of the Company at the registered office of the Company and also at the registered office of the concerned subsidiaries. The annual accounts of the subsidiary companies and detailed information will be made available to the members of the company and subsidiaries upon receipt of request from them. A statement pursuant to the provisions of Section 212(1)(e) of the Companies Act, 1956 and the summary of the key financials of the company's subsidiaries are included in this Annual Report. Pursuant to Clause 32 of the Listing Agreement and Accounting Standard AS-21, the Audited Consolidated Financial statements for the financial year ended March 31, 2011 forms part of this Annual Report.

SECRETARIAL AUDIT

As directed by Securities and Exchange Board of India (SEBI) secretarial audit is being carried out at the specified period by the practicing company secretary. The findings of the secretarial audit were entirely satisfactory.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

A detailed report on Corporate Governance along with the certificate on compliance with the conditions of corporate governance under clause 49 of the Listing agreement and Management Discussion and Analysis Report are given separately in this Annual Report.

ACKNOWLEDGEMENTS

Your Directors acknowledge the impeccable service rendered by the employees of the Company at all levels towards its overall success. The Directors also take this opportunity to place on record their appreciation to the stakeholders, bankers and members of medical profession for their continued support to the Company.

For and on behalf of the Board

DR. H. F. KHORAKIWALA Chairman

Mumbai, May 19, 2011

---

Mar 31, 2010

The Directors hereby present the Eleventh Annual Report of the Company along with the audited accounts for the fifteen months period ended March 31, 2010.

The Financial Year of the Company was extended from December 31, 2009 to March 31, 2010 in order to avoid duplication in preparation and audit of accounts under the Companies and Income Tax Act. Consequently, the current Annual Accounts and Reports of the Company are for a period of fifteen months, from January 1, 2009 to March 31, 2010; these figures are therefore not comparable with those of previous year ended December 31, 2008.

FINANCIAL PERFORMANCE

(Rs. In millions)

Fifteen Twelve Months ended Months ended March December 31,2010 31,2008

Consolidated

Income 45,309 36,254

Profit before Depreciation, Interest & Tax 8,527 8,211

Profit/(Loss) Before Exceptional Items & Tax 3,093 3,300

Exceptional Items (12,949) (5,810)

Profit/(Loss) Before Tax and after Exceptional Items (9,856) (2,510)

Provision for Taxation (Expense)/Credit (167) 916

Share of Profit/(Loss) from Associates 16 205

Net Profit/(Loss) (10,007) (1,389)

Standalone

Income 19,019 14,861

Profit Before Depreciation, Interest & Tax 4,850 3,398

Profit/(Loss) Before Exceptional Items & Tax 1,372 (133)

Exceptional Items (9,305) (4,438)

Profit/(Loss) Before Tax and after Exceptional Items (7,933) (4,571)

Provision for Taxation (Expense)/Credit (9) 1,083

ProfitV(Loss) After Tax (7,942) (3,488)

For the fifteen months period ended March 31, 2010, the Company registered 25% growth in consolidated turnover to ? 45,014 million. The Profit before depreciation, interest and tax grew from ? 8,211 million to ? 8,527 million. However, the Company incurred loss of ? 10,007 million, primarily on account of Mark to Market (MTM) loss.

DIVIDEND AND RESERVES

In view of the losses during the fifteen months period ended March 31, 2010, no amount is transferred to the General Reserve and the directors do not recommend any dividend on equity shares and preference shares for the period under review.

CORPORATE DEBT RESTRUCTURING

The Company had approached the Corporate Debt Restructuring (CDR) Cell through ICICI Bank Limited in April 2009 for restructuring the debts of the Company through CDR mechanism. The final restructuring package was approved by CDR Empowered Group vide its letter dated July 4, 2009. The detailed information on Corporate Debt Restructuring is provided in Management Discussion and Analysis Report.

CHANGES IN CAPITAL STRUCTURE

During the period under review, the Company allotted 912,994,875 Non-Convertible Cumulative Redeemable Preference Shares of ? 5/- each and 424,163,605 Optionally Convertible Cumulative Redeemable Preference Shares of ? 5/- each aggregating to ? 6,685.79 millions in terms of approved CDR package dated July 4, 2009. The Authorised Share Capital of the Company was increased from ? 1,750/- millions to ? 9,250/- millions to accommodate the said issue of preference shares. There was no change in paid up equity share capital of the Company.

DIVESTMENTS

During the period under review, the Company divested Animal Health Care Division to Vetoquinol, France. The business of Esparma GmbH was also divested to Mova GmbH.

DIRECTORS

Mr. Rajiv Gandhi resigned from the position of Director - Corporate Finance and Information with effect from March 31, 2010. The Board places on record their appreciation for the valuable services rendered by him during his tenure as a Director of the Company.

Mr. Aman Mehta and Mr. Bharat Patel retire by rotation as directors at the upcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their appointment at the forthcoming Annual General Meeting. As required under clause 49 of the listing agreement, brief information about them is as under:

Mr. Aman Mehta has been a Director of the Company since February 12, 2004. Mr. Aman Mehta graduated with Honors degree in Economics from University of Delhi in 1967 and has since participated in numerous management programmes. Mr. Aman Mehta was earlier associated with HSBC, during this association he has worked in variety of roles all over the world and has headed HSBC operations in the Middle East, America and Asia Pacific. He is on the Boards of Tata Consultancy Services Limited, Jet Airways Limited, Cairn India Limited, Godrej Consumer Products Limited, Vedanta Resources Pic, PCCW Ltd., Hongkong, Emaar MFG Land Limited, ING Group N.V. Netherlands and Max India Limited. He is Chairman of Audit Committee of Tata Consultancy Services Limited, Cairn India Limited, Jet Airways Limited and Vedanta Resources Pic and member of Audit Committee of Emaar MFG Land Limited, Godrej Consumer Products Limited and PCCW Ltd., Hongkong. He is also Chairman of Remuneration Committee of Tata Consultancy Services Limited and Emmar MFG Land Limited and member of Remuneration Committee of Vedanta Resources Pic. UK, Cairn India Limited and Jet Airways Limited. Mr. Aman Mehta does not hold any equity shares of the Company.

Mr. Bharat Patel has been a Director of the Company since October 30, 2001. He is M.B.A. from Notre Dame University and M.B.A. in Marketing from University of Michigan, U.S.A. He is renowned expert with wide experience in fast moving consumer goods industry. He is on the boards of Force Motors Limited, NESCO Limited, Yes Bank Limited and Sasken Communication Technologies Limited. He is Chairman of Shareholders Grievance Committee and member of Audit Committee of Yes Bank Limited. He is also a member of Remuneration Committee of Force Motors Limited and NESCO Limited. Mr. Bharat Patel does not hold any equity shares of the Company.

AUDITORS

M/s Haribhakti & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have expressed their willingness to act as Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956. The Board recommends their appointment.

AUDITORS REPORT

With regard to qualification and emphasis of matter contained in the Auditors Report, explanations are given below:

(a) Point 5 (a) of Auditors Report - Note 32 of Notes to Accounts to the financial statements:

Corporate Debt Restructuring (CDR) Scheme is effective from April 15, 2009. The Outstanding liabilities of the Company are being restructured under the aegis of Corporate Debt Restructuring Scheme. As required under the scheme the Master Restructuring Agreement (MRA) and other necessary documents have been executed and effective. The CDR Scheme comprehensively covers the FCCB liabilities and crystallized derivatives/ hedging liabilities.

(b) Point 5 (b) of Auditors Report - Note 36 of Notes to Accounts to the financial statements:

Winding up petitions are filed by certain lenders/banks in Bombay High Court and the Company has filed affidavit in reply. ICICI Bank, as empowered by CDR and Employee Union have filed intervention application against the winding up. The matter are sub-judice and outcome of which cannot be currently ascertained.

(c) Point 6 of Auditors Report

The Company has charged the crystallized derivative losses to the Profit & Loss Account and some of the documentation trail is being co-related, for which the Company has formed a task force and necessary actions are being taken.

(d) Point 7 of Auditors Report

Certain derivatives/hedging contracts have been unilaterally cancelled by banks. The Company has treated the demand of ? 8,483.22 million as a contingent liability and has not acknowledged as debt, since the liability cannot be currently ascertained even on a best effort basis till the final outcome of the matter.

The Company is of the view that these are contingent liabilities as these arise from past events and existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within control of the Company and therefore, has not acknowledged these claims against the Company as debts.

(e) Point (vii) of Annexure to Auditors Report

The Company has an internal audit system which it believes to be commensurate to the size of its operations. The Company has already commenced the process of further strengthening the internal audit system to enlarge its scope in respect of Treasury Operations. Further, as per the CDR Scheme the Company cannot execute any new derivative transactions (excluding forwards strictly for hedging purposes for a maximum period of 180 days) without prior approval of CDR Empowered Group and accordingly the treasury operations of the Company have been significantly reduced.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representation received from the operating management, confirm that:

- in the preparation of annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departure; ., .

- in order to provide a true and fair view of the state of affairs of the Company as on March 31, 2010 and the loss for the period ended on that date, reasonable and prudent judgments and estimates have been made and generally accepted accounting policies have been selected and consistently applied;

- for safeguarding the assets of the Company and for preventing and detecting any material fraud and irregularities, proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956;

- the annual accounts presented to the members have been prepared on going concern basis.

FIXED DEPOSITS

During the period under review, no fixed deposits were accepted by the Company.

PARTICULARS OF EMPLOYEES

Information as prescribed under Section 217 (2A) of the Companies Act, 1956 ("the Act"), read with the Companies (Particulars of Employees) Rules, 1975, amended from time to time forms part of this report. As per the provisions of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders of the Company excluding the statement of particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary at the Registered Office of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information pursuant to 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, relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are set out in Annexure A to this report.

LEGAL COMPLIANCE

The Company has received an exemption from the Central Government under Section 212 (8) of the Companies Act, 1956 with regard to attaching of the balance sheet, profit and loss account and other documents of the subsidiaries for the fifteen months period ended March 31, 2010 to this report. The annual accounts of the subsidiaries will be made available for inspection by any member of the Company at the registered office of the Company and also at the registered office of the concerned subsidiaries. The annual accounts of the subsidiary companies and detailed information will be made available to the members of the company and subsidiaries upon receipt of request from them. A statement pursuant to the provisions of Section 212(1)(e) of the Companies Act, 1956 and the summary of the key financials of the companys subsidiaries are included in this Annual Report. Pursuant to Clause 32 of the Listing

Agreement and Accounting Standard AS-21, the Audited Consolidated Financial Statements for the fifteen months period ended March 31, 2010 forms part of the Annual Report.

SECRETARIAL AUDIT

As directed by Securities and Exchange Board of India (SEBI), secretarial audit is being carried out at the specified period by the practicing company secretary. The findings of the secretarial audit were entirely satisfactory.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

A detailed report on Corporate Governance along with the certificate on compliance with the conditions of corporate governance under clause 49 of the Listing Agreement and Management Discussion and Analysis Report are given separately in this Annual Report.

ACKNOWLEDGEMENTS

Your Directors acknowledge the impeccable service rendered by the employees of the Company at all levels towards its overall success. The Directors also take this opportunity to place on record their appreciation to the stakeholders, bankers and members of medical profession for their continued support to the Company.

For and on behalf of the Board

H. F. KHORAKIWALA

Chairman

Mumbai, May 20, 2010