You are here » Home » Companies » Company Overview » Wanbury Ltd

Wanbury Ltd.

BSE: 524212 Sector: Health care
NSE: WANBURY ISIN Code: INE107F01022
BSE LIVE 19:40 | 19 Oct 37.10 0.05
(0.13%)
OPEN

37.00

HIGH

38.50

LOW

37.00

NSE 19:49 | 19 Oct 38.00 0.85
(2.29%)
OPEN

38.40

HIGH

39.00

LOW

37.05

OPEN 37.00
PREVIOUS CLOSE 37.05
VOLUME 7528
52-Week high 75.95
52-Week low 35.55
P/E
Mkt Cap.(Rs cr) 86
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 37.00
CLOSE 37.05
VOLUME 7528
52-Week high 75.95
52-Week low 35.55
P/E
Mkt Cap.(Rs cr) 86
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Wanbury Ltd. (WANBURY) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting herewith the 28th Annual Reportof the business and operations alongwith Audited Financial Statements of the Company forthe Financial Year ended 31 March 2016.

FINANCIAL HIGHLIGHTS (STANDALONE):

The summarised financial highlights for the year under review are as under:

(Rs in Lakhs)

PARTICULARS 2015-16 2014-15*
Total Revenue from operations 42326.16 24992.33
(including Other Income)
Other Income 140.62 648.40
Total Income 42466.78 25640.73
Total Expenses 43170.27 25192.50
Profit /(Loss) Before Tax (703.49) 448.24
Less: Tax - 127.48
Net Profit / (Loss) after tax (703.49) 320.75

* Financial Year 2014-15 was of 6 months period starting from 1 October 2014 to 31March 2015.

OPERATIONAL REVIEW/AFFAIRS OF THE COMPANY & FUTURE OUTLOOK:

The figures of Financial Year 2015-16 being for the period of 12 months are notstrictly comparable with the figures of Financial Year 2014-15 being for the period of 6months. However the financial highlights are as under:

The Total Revenue for the financial year under review was ' 42466.78 Lakhs as against' 25640.73 Lakhs in the previous year. The Total Expenditure incurred in the currentfinancial year was ' 43170.27 Lakhs as against ' 25192.50 Lakhs in the previous year.Exceptional items during the year under review were ' Nil as against ' Nil in the previousyear.

The Loss after tax for the financial year under review was (' 703.49 Lakhs) as againsta Profit after tax of ' 320.75 Lakhs for the previous financial year.

The Company had entered into a Corporate Debt Restructuring (CDR) in 2011 with itslenders. Post CDR also the Bankers have reposed faith in the Company’s businessmodel and have continuously supported the Company with additional working capitalfacilities and term loans. The Operations of the Company will continue in future yearswithout any interruption.

DIVIDEND:

As the networth of the Company is in the negative the Board of Directors of theCompany has not recommended any dividend for the financial year 2015-2016.

DISCLOSURE UNDER SECION 134 (3) (j) OF THE COMPANIES ACT 2013:

As the Company has reported a loss for the Financial Year 2015-16 no amount isavailable to add to the reserve. Hence disclosure under Section 134 (3) (j) of theCompanies Act 2013 is not required.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92 of the Companies Act 2013 extract of Annual Return of theCompany in Form MGT-9 is annexed herewith as Annexure - I to this Report.

DEPOSITS:

The Company has not accepted any deposits during the year under review. Further thereare no deposits which remained unpaid/unclaimed at the beginning or at the end of the yearunder review.

BOARD OF DIRECTORS AND NUMBER OF MEETINGS:

The Board of Directors of the Company has 4 Directors. Details of Directors and theircategory are as under:

Sr. No. Name of Directors Category
1 Mr. K. Chandran - Promoter and Executive Director
2 Mr. N. K. Puri - Non-Executive Independent Director
3 Mr. S.K. Bhattacharyya - Non-Executive Independent Director
4 Ms. Anita Belani (w.e.f. 13.08.2015) - Non-Executive Independent Director
5 Mr. A.L. Bongirwar (upto 18.09.2015) - Non-Executive Independent Director
6 Dr. P.L. Tiwari (upto 18.09.2015) - Non-Executive Independent Director

Six (6) Board Meetings were held during the financial year 2015-16. These meetings wereheld on 21 May 2015 13 August 2015 28 September 2015 5 November 2015 11 February 2016and 22 March 2016.

DECLARATION BY INDEPENDENT DIRECTORS:

Independent Directors have given declaration that they meet the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act 2013 andRegulation 25 (earlier Clause 49 of Listing Agreement) of the Listing Regulations.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186:

The Company has not given any loans guarantee and made any investments pursuant to theprovisions of Section 186 of Companies Act 2013 during the year under review.

DETAILS OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:

Your Company has five foreign subsidiaries viz. Wanbury Holding B. V. (Netherlands)Wanbury Global FZE (UAE) Ningxia Wanbury Fine Chemicals Co. Ltd. (China) CantabriaPharma S. L. (Spain) and Laboratories Wanbury S. L. (Spain).

The accounts of Cantabria Pharma S. L. and Laboratories Wanbury S. L. are not availabledue to the companies being into liquidation.

The salient features of the financial statements of the subsidiaries in pursuance ofSection 129 (3) of the Companies Act 2013 read with Rule 5 of the Companies (Accounts)Rules 2014 are given in prescribed Form AOC-1 attached as Annexure - II tothis Report.

The Company is not having any Holding Company or Joint Venture or any AssociateCompany.

The details in specified format on the performance and financial position of othersubsidiary companies are attached as Annexure - III to this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Pursuant to the provisions of Section 188 of Companies Act 2013 all contracts /arrangements / transactions entered into by the Company during the financial year withrelated parties were in the ordinary course of business and on an arm’s length basis.During the year under review the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material in accordance withthe policy of the Company on materiality of related party transactions.

The transactions entered into with M/s. Wanbury Infotech Private Limited related partyare in the normal course of business and at arm’s length basis. The Policy onmateriality of Related Party Transactions and dealing with related party transactions asapproved by the Board may be accessed on the Company’s website at www.wanbury.com.

The details in specified format in Form AOC-2 of the transactions with therelated parties are given in the Annexure - III forming part of this Report.

Your Directors draw attention of the Members to Note 45 to the financialstatement which sets out Related Party disclosures. AUDITORS’ AND AUDITORS REPORT:

The Shareholders of the Company in their Twenty Sixth Annual General Meeting held onMarch 23 2015 had accorded their approval pursuant to the provisions of Sections 139 andother applicable provisions of Companies Act 2013 and Rules made thereunder to appointM/s. Kapoor & Parekh Associates Chartered Accountants as the Statutory Auditor ofthe Company for the period of three years commencing from the conclusion of Twenty SixthAnnual General Meeting until the conclusion of Twenty Ninth Annual General Meeting.

The Shareholders of the Company in their Twenty Sixth Annual General Meeting held onMarch 23 2015 had accorded their approval pursuant to the provisions of Sections 139 andother applicable provisions of Companies Act 2013 and Rules made thereunder to appointM/s. Kolath & Co. Chartered Accountants as Branch Auditor to audit the accounts ofthe Company’s Plant

Situated at Tanuku West Godavari District Andhra Pradesh for the period of threeyears commencing from the conclusion of Twenty Sixth Annual General Meeting until theconclusion of Twenty Ninth Annual General Meeting.

The Board of Directors of the Company has pursuant to the provisions of Section 139recommended the appointment of M/s. Kapoor & Parekh Associates Chartered Accountantsand M/s. Kolath & Co. Chartered Accountants for the approval of the Shareholdersfrom the conclusion of Twenty Eighth Annual General Meeting till the conclusion of TwentyNinth Annual General Meeting.

The observations made in the Standalone Auditor’s Report read together withrelevant notes thereon are self explanatory and explained in notes to accounts and hencedo not call for any further comments under the Companies Act 2013. Auditors' Report tothe Shareholders for the year under review does not contain any qualification reservationor adverse remark or disclaimer.

RISK MANAGEMENT COMMITTEE:

The Board of Directors of the Company has constituted Risk Management Committee toconsider the potential risks of the business of the Company and to plan for the mitigationof the same.

Following are the Members of the Risk Management Committee:

Sr. No. Name of Directors Designation Category
1. Mr. N. K. Puri Chairman I & NED
2. Mr. S. K. Bhattacharyya Member I & NED
3. Ms. Anita Belani Member (w.e.f. 13.08.2015) I & NED
4. Mr. K. Chandran Member (w.e.f. 28.09.2015) P & WTD
5. Mr. A. L. Bongirwar Member (upto 18.09.2015) I & NED

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 (6) of the Act and the Articles ofAssociation of the Company Mr. K. Chandran Whole-time Director of the Company retire byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment.

Mr. N. K. Puri Mr. S. K. Bhattacharya and Ms. Anita Belani are Independent Directorswho are not liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand Regulation 25 of the Listing Regulations (earlier Clause 49 of the Listing Agreement)with the Stock Exchanges.

Ms. Anita Belani was appointed as the Non-Executive Independent Woman Director of theCompany w.e.f. 13 August 2015. Mr. A. L. Bongirwar and Dr. P. L. Tiwari have resigned asDirectors of the Company w.e.f. 18 September 2015.

Mr. Vinod Verma was appointed as Chief Financial Officer w.e.f. 22 April 2016.

Mr. Rajesh Bahal was appointed as Director-Sales & Marketing Formulation Divisionw.e.f. 6 April 2016.

Mr. Indranil Chakravartty President Formulation resigned w.e.f. 13 August 2015.

Mr. Rajiv Kohli President Formulation resigned w.e.f. 31 March 2016.

Other than this no Director or Key Managerial Personnel was appointed or has resignedduring the year under review. ANNUAL PERFORMANCE EVALUATION:

The Company has devised a policy for performance evaluation of Independent DirectorsBoard Committees and other Individual Directors which includes criteria for performanceevaluation of the Non-executive Directors and Executive Directors.

The Company follows the best practices prevalent in the industry with respect toevaluation of Board Members.

The details of programmes for familiarisation of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company at www.wanbury.com.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has made special efforts to improve its internal control systems byimproving the information flow and automating the processes in support systems. Supportfunctions are now monitored through a Quarterly Shared Services Survey for the fieldemployees to ensure that we are able to provide the best services to our internalcustomers.

Your Company has sound well-established and adequate internal control systemscommensurate with its size and nature of business. The internal control systems ensureprotection of assets and proper recording of all transactions. The Company has an InternalAudit Department consisting of a team of skilled employees which carries out regularaudits across all operations of the Company.

SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the Board of Directors of the Company has appointed Ms.Kala Agarwal Practicing Company Secretary [FCS: 5976 and COP: 5356] to conduct theSecretarial Audit for the financial year ended on 31 March 2016 (i.e. from 1 April 2015to 31 March 2016). The Secretarial Audit Report in Form MR-3 is annexed as Annexure- IV to this Report.

The observations made in the Secretarial Audit Report are as under:

i. The Company received a Show Cause Notice dated 21 August 2015 from Registrar ofCompanies Mumbai for Nonappointment of Women Director on the Board as required under theprovisions of Section 149(1) of the Companies Act 2013 and Clause 49(II)(A) of theListing Agreement. Also the Company received a Notice from National Stock Exchange ofIndia Ltd. imposing a penalty of' 50000/- for the same.

ii. The Company has not appointed Chief Financial Officer as required to be appointedpursuant to the provisions of Section 203 of the Companies Act 2013 during the year underreview.

iii. Only69.08 % of the Shareholding of Promoter & Promoter Group is indematerialised form. However as per SEBI circular No. SEBI/Cir/ISD/05/2011 &Regulation 31(2) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 100 % Shareholding of Promoter & PromoterGroup has to be in dematerialised form.

iv. The Company is yet to formulate a Policy for Preservation of documents required tobe formulated as per Regulation 9 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 during the period under review.

v. The Company has accepted an amount of' 122231250/- as ShareApplication Money from Expert Chemicals (India) Pvt. Ltd.

vi. The Company has filed an Application with Central Government in Form MR-2 forseeking approval for payment of excess remuneration to Whole Time Director for the yearended 31 March 2016.

Management Response to the aforesaid observations verbatim as under:

1. The Company has filed a petition with Company Law Board Mumbai Bench forCompounding of Offence under Section 621A of the Companies Act 1956 for Non-appointmentof Woman Director within due date. The Company has also paid penalty of '50000/- toNational Stock Exchange of India Ltd. (NSE) on 23 July 2015 for Non-appointment of WomanDirector. Ms. Anita Belani was appointed as the Non-Executive Independent Woman Directorof the Company w.e.f. 13 August 2015.

2. The Company could not appoint Chief Financial Officer due toadministrative problems. However subsequently the Board has appointed Mr. Vinod Verma asChief Financial Officer of the Company w.e.f. 22 April 2016.

3. The share certificate aggregating 3024000 equity shares held by M/s.Kingsbury Investment INC. (Promoter Group Company) of Wanbury Limited were in the custodyof EXIM Bank Limited. These shares held by them are in physical mode. We have beenrequesting EXIM Bank to release those 3024000 equity shares and this matter is regularlydiscused in our Consortium of Lenders meeting. The Company is undertaking necessary stepsto dematerialize these shares.

4. The Company has formulated the Policy on preservation of Documents which wasapproved by the Board of Directors at their meeting held on 18 May 2016.

5. The Board of Directors of the Company has discussed and decided to issue3259500 equity shares of ' 10/- f Ten only) each at a premium of ' 27.50 per equityshare f Twenty Seven and Paise Fifty only) aggregating to an issue price of ' 37.50/- fThirty Seven and Paise Fifty only) and up to an aggregate amount of ' 122231250/- fTwelve Crore Twenty Two Lakhs Thirty One Thousand Two Hundred Fifty Only) to M/s. ExpertChemicals (India) Pvt. Ltd. against the Share Application Money of ' 122231250 receivedfrom them. The allotment will be made post Shareholders approval.

6. The Company had paid excess remuneration to Mr. K. Chandran Whole TimeDirector of the Company beyond the prescribed limits under Section 197 read with ScheduleV of the Companies Act 2013. The Company has filed Form MR-2 for seeking CentralGovernment’s approval for payment of excess remuneration for the financial year ended31 March 2016 exceeding the limits provided in Schedule V and the approval from CentralGovernment is in process.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

Provisions of Section 135 of the Act related with Corporate Social Responsibility arenot applicable to the Company. Therefore the Company has not constituted Corporate SocialResponsibility Committee.

AUDIT COMMITTEE:

Your Company’s Audit Committee has been constituted in accordance with theprovisions of Regulation 18 (earlier Clause 49 of Listing Agreement) of ListingRegulations and Section 177 of the Companies Act 2013.

During the year under review six Meetings of the Audit Committee were held on 21 May2015 13 August 2015 28 September 2015 5 November 2015 11 February 2016 and 22 March2016 alongwith the Board Meetings.

Following are the Members of the Audit Committee:

Sr. No. Name of Directors Designation Category
1. Mr. N. K. Puri Chairman I & NED
2. Mr. S. K. Bhattacharyya Member I & NED
3. Ms. Anita Belani Member (w.e.f. 13.08.2015) I & NED
4. Mr. K. Chandran Member (w.e.f. 28.09.2015) P & WTD
5. Mr. A. L. Bongirwar Member (upto 18.09.2015) I & NED
6. Dr. P. L. Tiwari Member (upto 18.09.2015) I & NED

The broad terms and conditions are already given in Corporate Governance Report. TheMembers are requested to refer to the same.

NOMINATION AND REMUNERATION COMMITTEE POLICY:

Nomination and Remuneration Committee Policy inter alia containing appointmentcriteria qualifications positive attributes independence of Directors removalretirement and remuneration of Directors Key Managerial Personnel (KMP) and SeniorManagement Personnel of the Company has been formulated by the Nomination and RemunerationCommittee of the Company and approved by the Board of Directors.

Nomination and Remuneration Policy is available on the website of the Company at www.wanbury.com.

CORPORATE GOVERNANCE:

Pursuant to Regulation 27 (earlier Clause 49 of the Listing Agreement) of the ListingRegulations with the Stock Exchanges a separate section titled as ‘CorporateGovernance’ is attached to this Annual Report.

COST AUDITOR:

Your Directors have appointed M/s. Hemant Shah & Associates Cost Accountant as theCost Auditor for the Financial Year 2016-17. M/s. Hemant Shah & Associates will submitthe Cost Audit Report alongwith annexure to the Central Government (Ministry of CorporateAffairs) in the prescribed form within specified time and at the same time forward a copyof such report to your Company.

The Cost Audit Report for the Financial Year ended 31 March 2015 which was due forfiling on 28 October 2015 was filed with the Central Government (Ministry of CorporateAffairs) on 14 October 2015.

As required by Section 148 of the Act necessary resolution has been included in theNotice convening the 28th Annual General Meeting seeking ratification byMembers to the appointment & remuneration proposed to be paid to the Cost Auditors forthe Financial Year 2016-17.

PERSONNEL/MANAGERIAL REMUNERATION:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules forms part of this Report.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 also forms part of this Report.

However having regard to the provisions of the first proviso to Section 136(1) of theAct the Annual Report excluding the aforesaid information is being sent to the Members ofthe Company. The said information is available for inspection at the Registered Office ofthe Company during business hours for a period of 21 days before the date of ensuingAnnual General Meeting and any Member interested in obtaining such information may writeto the Company Secretary and the same will be furnished on request.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Proper vigil mechanism which includes a Whistle Blower Policy has been establishedfor Directors and Employees to report their genuine concerns or grievances to the Company.The whistle Blower Policy is posted on the Website of the Company at www.wanbury.com.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION & REDRESSAL) ACT2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2015-16:

No of complaints received: Nil No of complaints disposed off: Nil

FRAUD REPORTING (REQUIRED BY COMPANIES AMENDMENT BILL 2014):

During the year under review there were no such instances reported by the Company.

DISCLOSURE UNDER SECTION 134 (3) (CA) READ WITH SECTION 143 (12) OF THE COMPANIES ACT2013:

The Auditors of the Company have not reported any instances of fraud or irregularitiesin the Management of the Company during financial year under review.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required by the Companies (Accounts) Rules 2014 the relevant data pertaining toconservation of energy technology absorption and foreign exchange earnings and outgo isgiven in the Annexure as Annexure -V forming part of this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of sub-section (5) of Section 134 of the Companies Act2013 your Directors confirm that:

i) in the preparation of the annual accounts for the financial year ended on 31 March2016 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

ii) the accounting policies had been selected and applied consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the Financial Year ended on 31 March2016 and of the profit and loss of the Company for that year;

iii) proper and sufficient care had been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv) the annual accounts had been prepared on a going concern basis;

v) internal financial controls to be followed by the Company have been laid down andthese controls are adequate and were operating effectively; and

vi) the Company has devised proper systems which are in place to ensure compliance withthe provisions of all applicable laws which are considered adequate and are operatingeffectively.

ACKNOWLEDGEMENT:

Your Company and its Directors wish to extend their sincere thanks to the BankersCentral & State Government Customers Suppliers Stakeholders and Staff for theircontinuous co-operation & guidance and also looking forward for the same in thefuture.

For and on behalf of the Board of Directors
K. Chandran N. K. Puri
Vice Chairman Director
Mumbai 18 May 2016 DIN: 00005868 DIN: 00002226

ANNEXURE - II FORM AOC-1

[Pursuant to first proviso to sub-section (3) of section 129 read with rules 5 of theCompanies (Accounts) Rules 2014] Statement containing salient features of thefinancial statement of subsidiaries/ associate companies/joint ventures

Part-"A": Subsidiaries

(Amount Rs in Lakhs)

Sr. No. Particulars
1 Name of the Subsidiary Wanbury Holding BV Wanbury Global FZE Ningxia Wanbury Fine Chemicals Co. Ltd.
2 Reporting period for the subsidiary concerned if different from the holding company’s reporting period. 1 April 2015 to 31 March 2016 1 April 2015 to 31 March 2016 1 April 2015 to 31 March 2016
3 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries.

Euro 1 Euro = ' 67.51

AED 1 AED= ' 17.02 CNY 1 CNY= ' 10.20
4 Share Capital 6515.26 1322.68 5.29
5 Reserves & Surplus (16426.57) (1320.46) (128.79)
6 Total Assets 135.28 3.12 0
7 Total Liabilities 135.28 3.12 0
8 Investments 0 0 0
9 Turnover 0 0 0
10 Profit before taxation 0 (0.27) (105.97)
11 Provision for taxation 0 0 0
12 Profit after taxation 0 (0.27) (105.97)
13 Proposed Dividend NIL NIL NIL
14 % of shareholding 100 100 100

Notes:

1. Name of subsidiaries which are yet to commence operations: NOT APPLICABLE

2. Name of the subsidiaries which have been liquidated or sold during the year: NOTAPPLICABLE

Part-"B": Associates and Joint Ventures: N.A.

(Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures)

Name of Associate/ Joint Venture Not Applicable
1. Latest audited balance Sheet Date
2. No. of Shares of Associate / Joint Ventures held by the Company on the year end
- Amount of Investment in Associate/ Joint Venture
- Extend of Holding %
3. Description of how there is significant influence
4. Reason why the associate/ joint venture is not consolidated
5. Net-worth attributable to Shareholding as per latest audited Balance Sheet
6. Profit/ Loss for the year
i. Considered in Consolidation
ii. Not Considered in Consolidation

Notes:

1. Name of associate or joint ventures which are yet to commence operations: NOTAPPLICABLE

2. Names of associate or joint ventures which have been liquidated or sold during theyear: NOT APPLICABLE

For and on behalf of the Board of Directors

K. Chandran N. K. Puri
Vice Chairman Director
Mumbai 18 May 2016 DIN: 00005868 DIN: 00002226

ANNEXURE - III FORM AOC-2

[Pursuant to clause (h) of sub - section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014].

Form for disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in sub - section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso:

1. Details of contracts or arrangements or transactions not at arm’s length basis. Not Applicable
a. Name (s) of the related party and nature of relationship.
b. Nature of contract / arrangement/ transaction.
c. Duration of the contract / arrangement or transaction including the value if any.
d. Salient terms of the contracts or arrangements or transactions including the value if any.
e. Justification for entering into such contracts or arrangement or transaction.
f. Date(s) of approval by the Board.
g. Amount paid as advance if any.
h. Date on which the special resolution was passed in general meeting as required under first proviso to section 188.
2. Details of material contracts or arrangements or transactions at arm’s length basis.
a. Name (s) of the related party and nature of relationship. Wanbury Infotech Private Limited
b. Nature of contract / arrangement/ transaction. Services provided
c. Duration of the contract / arrangement or transaction including the value if any. 12 Months. (i.e. from 1 April 2015 to 31 March 2016)
d. Salient terms of the contracts or arrangements or transactions including the value if any. '235.06
e. Date(s) of approval by the Board if any. 21.05.2015
f. Amount paid as advance if any. Nil

 

For and on behalf of the Board of Directors
K. Chandran N. K. Puri
Vice Chairman Director
Mumbai 18 May 2016 DIN: 00005868 DIN: 00002226

ANNEXURE - IV

FORM NO. - MR- 3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31st MARCH 2016

[Pursuant to section 204(1) of the Companies Act 2013 and Rule No. 9 of

the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

WANBURY LIMITED

BSEL Tech Park B-Wing 10th Floor

Sector 30-A Opp. Vashi Railway Station

Vashi Navi Mumbai - 400703

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. Wanbury Limited (hereinaftercalled the ‘Company’). Secretarial Audit was conducted in a manner that providedus a reasonable basis for evaluating the corporate conducts/statutory compliances andexpressing our opinion thereon.

Based on our verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also information provided bythe Company its officers agents and authorized representatives during the conduct ofsecretarial audit We hereby report that in our opinion the company has during the auditperiod covering the financial year ended on 31st March 2016 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance mechanism in place to the extent in the manner and subject to thereporting made hereinafter: We have examined the books papers minute books forms andreturns filed and other records maintained by M/s. Wanbury Limited for thefinancial year ended on 31st March 2016 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder:

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA) and the rules madethereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The Regulations and Guidelines prescribed under the Securities and Exchange Boardof India Act 1992 (‘SEBI Act’) viz.:

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations. 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993

regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009;

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; and

(i) The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015

(vi) Other laws specifically applicable to the company namely:

1) Pharmacy Act 1948

2) Drugs and Cosmetics Act 1940

3) Homoeopathy Central Council Act 1973

4) Drugs and Magic Remedies (Objectionable Advertisement) Act 1954

5) Narcotic Drugs and Psychotropic Substances Act 1985

6) Petroleum Act 1934

7) Poisons Act 1919

8) Food Safety and Standards Act 2006

9) Insecticides Act 1968

10) Biological Diversity Act 2002

11) The Indian Copyright Act 1957

12) The Patents Act 1970

13) The Trade Marks Act 1999

14) Indian Boilers Act 1923

15) Factories Act 1948

16) Industrial Disputes Act 1948

17) Payment of Wages act 1936

18) The Minimum Wages Act 1948

19) Employees State Insurance Act 1948

20) The Employees’ Provident Fund And Miscellaneous Provisions Act 1952

21) The Payment of Bonus Act 1965

22) Payment of Gratuity Act 1972

23) The Contract Labour (Regulation And Abolition) Act 1970

24) The Maternity Benefit Act 1961

25) The Child Labour (Prohibition and Regulation) Act 1986

26) The Industrial Employment (Standing Orders) Act 1946

27) The Employees’ Compensation Act 1923

28) The Environment (Protection) Act 1986

29) The Hazardous Wastes (Management Handling And Transboundary Movement) Rules 2008

30) The Water (Prevention & Control of Pollution) Act 1974

31) The Air (Prevention & Control of Pollution) Act 1981

32) Energy Conservation Act 2001

33) Industries (Development & Regulations) Act 1951

34) Indian Customs Act 1962

35) State and Central Sales Tax Act 1956

36) Shops and Establishment Act

37) Income Tax Act 1961

38) Central Excise & Salt Act 1944

39) Workmen’s Compensation Act 1923

40) Personnel Injuries (Compensation) Act 1963

41) Public Liability Insurance Act 1961

42) The Apprentices Act 1961

43) Equal Remuneration Act 1976

44) Employment Exchanges (Compulsory vacation of notices) Act 1959

45) The Information Technology Act 2000

46) The Competition Act 2002

47) Consumer Protection Act 1986

48) Prevention of Money Laundering Act 2002

49) Right to Information Act 2005

50) Emblems and Names (Prevention of Improper Use) Act 1950

51) Essential Commodities Act 1955

52) The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with National Stock Exchange ofIndia Ltd. and BSE Ltd.

During the year under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above except to the extent asmentioned below:

i. The Company received a Show Cause Notice dated 21st August 2015 fromRegistrar of Companies Mumbai for Nonappointment of Women Director on the Board asrequired under the provisions of Section 149(1) of the Companies Act 2013 and Clause49(II)(A) of the Listing Agreement. Also the Company received a Notice from NationalStock Exchange of India Ltd. imposing penalty of' 50000 for the same.

ii. The Company has not appointed Chief Financial Officer as required to be appointedpursuant to the provisions of Section 203 of the Companies Act 2013 during the year underreview.

iii. Only69.08 % of the Shareholding of Promoter & Promoter Group is indematerialised form. However as per SEBI circular No. SEBI/Cir/ISD/05/2011 &Regulation 31(2) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 100 % Shareholding of Promoter & PromoterGroup has to be in dematerialised form.

iv. The Company is yet to formulate a Policy for Preservation of documents required tobe formulated as per Regulation 9 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 during the year under review.

v. As on 31 March 2016 an amount of' 122231250 was lying with the Company asShare Application Money from Expert Chemicals (India) Pvt. Ltd.

vi. The Company has filed an Application with Central Government in Form MR-2 forseeking approval for payment of excess remuneration to Whole Time Director for the yearended 31st March 2016.

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors except there wasdelay in appointment of Woman Director during the year under review.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

All the Board/Committee decisions are taken unanimously.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

sd/-

Kala Agarwal

Practising Company Secretary

C P No.: 5356

Place: Mumbai

Date: 18 May 2016

Note: This report is to be read with our letter of even date which is annexed as‘ANNEXURE A' and forms an intearal part of this report.

‘ANNEXURE - A’

To

The Members

WANBURY LIMITED

BSEL Tech Park B - Wing 10th Floor

Sector 30-A Opp. Vashi Railway Station

Vashi New Mumbai - 400 703.

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Wherever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

sd/-

Kala Agarwal

Practising Company Secretary

C P No.: 5356

Place: Mumbai

Date: 18 May 2016

ANNEXURE- V

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Details of conservation of energy technology absorption and foreign exchange earnings& outgo pursuant to the provision of Section 134 (3) (m) of Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 are as under:

A. CONSERVATION OF ENERGY

Company has taken below mentioned measures for conservation of energy during the yearunder review: -

(i) Coal usage reduced with Briquette which is agro based fuel which will have a goodimpact on the reduction of non-renewable energy sources.

(ii) We are targeting to reduce Distillation time cycle of major product therebyreducing boiler fuel and power consumption in vacuum pumps.

(iii) Technology and process improvements are being made for major products likeTramadol and Sertraline which should reduce the product cost.

(iv) Usage of CFL lamps instead of normal lamps.

(v) Continuous centrifuge in place of batch centrifuge to conserve energy.

INFORMATION AS PER PRESCRIBED FORM A:

For the year ended on 31.03.2016 For the period ended on 31.03.2015
1. Electricity
(a) Purchased
Unit (KWH) 14234595 7205804
Total Amount (in ') 104683535 52156530
Rate / Unit (in ') 7.35 7.24
(b) Own Generation
Unit (KWH) 451766 72815
Total Amount (in ') 8426324 1996402
Rate / Unit (in ') 18.65 27.42
2. Furnace Oil & LDO
Quantity (Liters) 96185 15155
Total Amount (in ') 5541327 900867
Average Rate (' per Liter)

57.61

59.44

3. Briquette
Quantity (MT) 10652 6590
Total Amount (in ') 68221186 41346954
Average Rate (' per MT)

6404.54

6273.99

4. Coal
Quantity (MT) 367 85
Total Amount (in ') 1434789 316466
Average Rate (' per MT) 3913.35 3718.75

(B) CONSUMPTION PER UNIT OF PRODUCTION

The Company manufactures APIs having varied product cycles. It is thereforeimpractical to apportion the consumption and cost of utilities to each product.

NOTE: There are no specific standards as the consumption per unit depends upon theproduct mix. Variations in consumption are due to different product mix.

B. TECHNOLOGY ABSORPTION

Research and Development centre is situated at Mhape Navi Mumbai and has strength of29 dedicated scientist. They are engaged in process development of new products costimprovement projects as well scale up of the newly developed products in the factory. Thiseffort of R and D has also been reinforced by setting up a Technical Services Dept atTanuku whose role relating to smooth transfer of technology of new products troubleshooting issues in regular production and working on New Technologies has been of a highorder.

In the last year R & D has mainly concentrated on enhancement of capacity and costimprovement. Cost improvement of products along with five new product process developmentswere successfully completed in labs and some of these were executed in manufacturingplants.

R & D has also filed two patent applications last year to protect the intellectualassets of the company.

R & D Centre has launched innovative fixed dose combination: Chymonac MR tablets(Fast Dispersing Tablets).

New oral formulation Collage P (Collagen Peptide sachet) launched.

Unique Myo- Inositol Chewable tablets with Strawberry flavor (Small Chicklet shapedtablet) has been developed first time in India to replace the big Myotol F soft gelatincapsules currently marketed. This innovative development will give edge to marketing forboosting the sale of Myotol F brand.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Rs in Lakhs)

Particulars For the year ended on 31.03.2016 For the period ended on 31.03.2015
INCOME:
Foreign Exchange earned by the Company:
FOB Value of Exports 16901.79 12492.56
Freight Insurance etc. 315.94 304.23
TOTAL INCOME 17217.73 12796.79
EXPENDITURE:
CIF Value of Imports:
Raw Materials [Including High Seas purchases ' 923.93 Lakhs]
(Pr. Yr. ' 600.99 Lakhs] 5102.40 2765.41
Capital Goods 353.65 46.43
Interest 298.43 133.48
Commission expense 67.68 83.39
Legal & Professional Fees 65.99 20.86
Other Expenses 200.25 196.26
(including traveling and business promotion)
TOTAL EXPENDITURE 6088.40 3244.99

 

For and on behalf of the Board of Directors
K. Chandran N. K. Puri
Vice Chairman Director
Mumbai 18 May 2016 DIN: 00005868 DIN: 00002226

STATEMENT PURSUANT TO SECTION 129 (3) READ WITH RULES 5 OF THE COMPANIES ACT.2013 RELATING TO SUBSIDIARY COMPANIES

Name of the Subsidiary Company Financial year/ Period of the Subsidiary company Date from which it Became Subsidiary

Extent of Interest of Holding Company in the Capital and Reserves of the subsidiary company at the end of the financial year / Period of the Subsidiary Company

Net aggregate amount of the Subsidiary Company’s Profit / (Loss) not Dealt with in the Holding Company’s Accounts

Net aggregate amount of the Subsidiary company’s Profit / (Loss) not Dealt with in the Holding Company’s Accounts

a) Number of shares Held b) Extent of Holding Current Year/ Period Previous Year / Period Current Year/ Period 7 in Lakhs Previous Year/ Period 7 in Lakhs
Wanbury Holding B.V. Netherlands 1 April 2015 to 31 March 2016 15 September 2006 6489 ordinary Equity Shares of Face value of Euro 1000 each. 100% NIL NIL - 0.04
Cantabria Pharma S. L. Spain (Refer Note 6) 1 April 2015 to 31 March 2016 2 October 2006 1000 Shares of Face Value of Euro 60 each. (Refer Note 1) 100% NIL NIL - -
Laboratories Wanbury S. L. Spain (Refer Note 6) 1 April 2015 to 31 March 2016 28 September 2007 2709 Shares of Face value of Euro 1 each. (Refer Note 2) 100% NIL NIL - -
Ningxia Wanbury Fine Chemicals Co. Ltd. China 1 April 2015 to 31 March 2016 24 October 2007 13260 Shares of face value of US$ 1 each. 100% NIL NIL - -
Wanbury Global FZE UAE 1 April 2015 to 31 March 2016 6 April 2009 5 shares of Face Value of AED 100000/-each.

100%

NIL

NIL

(0.27)

0.31

Notes:

(1) Shares are held by Wanbury Holding B.V. Netherlands a Wholly Owned Subsidiary ofthe Company.

(2) Shares are held by Cantabria Pharma S. L. Spain.

(3) There is no change in Holding Company’s interest in the Subsidiaries betweenthe end of Financial Period of the Subsidiaries and the end of Holding Company’sFinancial Period.

(4) No material change have been occurred between the end of the Financial period ofthe subsidiaries and end of the Holding Company’s Financial Period in respect of -(a) the subsidiary’s Fixed Assets (b) the Subsidiary’s Investment (c) the moneylent by Subsidiary (d) the money Borrowed by Subsidiary for any purpose other than that ofmeeting current liabilities.

(5) Pursuant to the exemption given by the Central Government Ministry of CorporateAffairs vide its General Circular No. 2/2011 dated 8 February 2011 the company notattached along with its Annual Report detailed Financial statement of accounts ComprisingBalance sheet Profit and Loss account Report of Directors & the Auditors and otherinformation of its Subsidiary Companies. Any Shareholder interested in obtaining a copy ofBalance sheet Profit and Loss account Report of Directors and Auditors Report of thesaid subsidiaries may write the Company Secretary at the registered office of theCompany.

(6) Cantabria Pharma S. L. (CP) has filed for Voluntary insolvency in the CommercialCourt of Madrid Spain on 4 November 2013. As per the order of Commercial Court ofMadrid Spain the Receiver has taken the control of CP on 26 February 2014. ConsequentlyWanbury Holding BV Netherlands the holding company and Wanbury Limited India theultimate holding company ceases to have control effective from aforesaid date as requiredby AS-21 "Consolidated Financial statement". Due to non availability ofConsolidated Financial statement of CP for the 1 April 2015 to 31 March 2016 the samehave not been incorporated in consolidated Financial Statement of the previous period.

For and on behalf of the Board of Directors
K. Chandran N. K. Puri
Vice Chairman Director
Mumbai 18 May 2016 DIN: 00005868 DIN: 00002226

INFORMATION ON FINANCIAL OF THE SUBSIDIARY COMPANIES FOR THE YEAR ENDED 31 MARCH 2016

Name of the Subsidiary Company Wanbury Holding B.V. Netherlands Wanbury Global FZE Ras Al Khaimah UAE Ningxia Wanbury Fine Chemicals Co. Ltd. China
The Financial year / Period ended on 31 March 2016 31 March 2016 31 March 2016
(Rs In lakhs) (Rs In lakhs) (Rs In lakhs)
Capital 6515.26 1322.68 5.29
Ordinary Share Application Money 10004.46 - -
Reserves (16426.57) (1320.46) (129.39)
Total Liabilities 135.28 17.30 -
Total Assets 135.28 17.30 -
Turnover (Net) - - -
Profit before taxation - (0.27) (105.97)
Provision for taxation - - -
Profit after taxation - (0.27) (105.97)

 

For and on behalf of the Board of Directors
K. Chandran N. K. Puri
Vice Chairman Director
Mumbai 18 May 2016 DIN: 00005868 DIN: 00002226