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Wanbury Ltd.

BSE: 524212 Sector: Health care
NSE: WANBURY ISIN Code: INE107F01022
BSE 00:00 | 24 Sep 33.25 0.85
(2.62%)
OPEN

31.50

HIGH

33.80

LOW

30.80

NSE 00:00 | 24 Sep 32.05 -1.25
(-3.75%)
OPEN

31.70

HIGH

33.70

LOW

31.65

OPEN 31.50
PREVIOUS CLOSE 32.40
VOLUME 7643
52-Week high 45.35
52-Week low 11.00
P/E
Mkt Cap.(Rs cr) 83
Buy Price 31.00
Buy Qty 15.00
Sell Price 33.00
Sell Qty 70.00
OPEN 31.50
CLOSE 32.40
VOLUME 7643
52-Week high 45.35
52-Week low 11.00
P/E
Mkt Cap.(Rs cr) 83
Buy Price 31.00
Buy Qty 15.00
Sell Price 33.00
Sell Qty 70.00

Wanbury Ltd. (WANBURY) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting herewith the 31st Annual Reportof the business and operations alongwith Audited Financial Statements of the Company forthe Financial Year ended 31stMarch 2019.

FINANCIAL HIGHLIGHTS (STANDALONE):

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

र in Lakhs)
PARTICULARS 2018-19 2017-18
Total Revenue from operations 39137.41 37417.23
Other Income 932.63 7613.85
Total Income 40070.04 45031.08
Total Expenses 42568.63 48267.57
Profit /(Loss) Before Tax (2498.59) (3236.49)
Less: Tax (13.66) (37.76)
Net Profit / (Loss) after tax (2484.93) (3198.73)

CONSOLIDATED ACCOUNTS:

The Consolidated Financial Statements of your Company for the Financial Year 2018-19are prepared in compliance with applicable provisions of the Companies Act 2013 read withInd AS 110 -'Consolidated Financial Statements'. The Consolidated Financial Statementshave been prepared on the basis of audited financial statements of your Company itssubsidiaries and associate companies as approved by the respective Board of Director.

TRANSFER TO RESERVES:

During the year under review no amount was transferred to general reserves.

OPERATIONAL REVIEW/AFFAIRS OF THE COMPANY & FUTURE OUTLOOK:

The Financial Highlights are as under:

The Total Income for the Financial Year under review was ' 40070.04 Lakhs as against '45031.08 Lakhs in the previous year. The Total Expenses incurred in the current FinancialYear was ' 42568.63 Lakhs as against ' 48267.57 Lakhs in the previous year. Exceptionalitems during the year under review were Nil as against Nil in the previous year.

The Loss after tax for the Financial Year under review was ('2484.93 Lakhs) as againsta loss of (' 3198.73 Lakhs) in the previous Financial Year

SHARE CAPITAL:

The paid up capital of the Company is ' 237201170/- . The Company has not issued anyshares during the financial year 201819 and therefore the Share Capital remained sameduring the said year.

MANAGEMENT'S DISCUSSION AND ANALYSIS:

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on Management Discussion andAnalysis (MDA) which also includes further details on the state of affairs of theCompany forms part of this Annual Report.

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 2018-2019.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92 of the Companies Act 2013 extract of Annual Return of theCompany in Form MGT-9 for the Financial year ended 31st March 2019 is annexed herewith asAnnexure - I to this Report and is also available on the Company's website viz.http://www.wanbury.com/.

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 theyear under review.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company consists of the following:

Sr. No. Name of Directors Category
1. Mr. K. Chandran Promoter and Executive Director
2. Mr. N. K. Puri Non-Executive Independent Director
3. Mr. S.K. Bhattacharyya Non-Executive Independent Director
4. Ms. Pallavi Shedge # Non-Executive Independent Woman Director (w.e.f.14th February 2019)
5. Ms. Poonam Arya Bharti $ (upto 29.05.2018) (w.e.f. 10.08.2018 to 14.11.2018) Non-Executive Independent Woman Director (upto 14th November 2018)

$ Ms. Poonam Arya Bharti had resigned as Non-executive Independent Woman Director on29th May 2018 and again appointed as Non-executive Independent Woman Director on 10thAugust 2018. However she has again resigned as Non-executive Independent Woman Directoron 14th November 2018.

# The Board has appointed Ms. Pallavi Shedge (DIN - 08356412) as an AdditionalDirector in the capacity of Non-Executive Independent Woman Director of the Company at itsmeeting held on 14th February 2019 subject to approval of the Shareholders. Howeversubsequently she was appointed as Director by the Members of the Company by postal ballotheld on 22nd March 2019.

The Board has also re-appointed Mr. N. K. Puri and Mr. S. K. Bhattacharyya whose termsexpired on 31st March 2019 for a further period of five (5) years subject toapproval of Shareholders. However they also re-appointed as Directors by the Members ofthe Company at postal ballot held on 22nd March 2019.

Mr. N. K. Puri Mr. S. K. Bhattacharyya and Ms. Pallavi Shedge are IndependentDirectors who are not liable to retire by rotation.

The terms and conditions of appointment of the Independent Directors and details of thefamiliarization programs formulated to educate the Directors regarding their roles rightsand responsibilities in the Company and the nature of the industry in which the Companyoperates the business model of the Company etc. are placed on the website of the Company< http://www.wanburv. com/>.

In accordance with the provisions of Section 152 (6) of the Act and the Articles ofAssociation of the Company Mr. K. Chandran Wholetime Director who has been longest inthe office retire by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment.

The notice convening the AGM includes the proposal for appointment /re-appointment ofDirectors.

Mr. Prashant Menon Formulation-Director (Sales and Marketing) resigned on. 11thOctober 2018.

Dr. Shireesh Ambhaikar President-Operations API Business resigned on 16thJuly 2018. However he has again rejoined on 3rd April 2019

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

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

Five (5) Board Meetings were held during the Financial Year 2018-19. These meetingswere held on 10th August 2018 10th August 2018 27thSeptember 2018 14th November 2018 and 14th February 2019.

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 readwith the Schedules and Rules made thereunder as well as Regulation 16(1)(b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

ANNUAL PERFORMANCE EVALUATION:

The Company has devised a policy for performance evaluation of Independent 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.wanburv.com.

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 four foreign subsidiaries viz. Wanbury Holdings B. V. (Netherland)Wanbury Global FZE (UAE) Ningxia Wanbury Fine Chemicals Co. Ltd. (China) and CantabriaPharma S. L. (Spain).

The accounts of Cantabria Pharma S. L. is not available due to the company being intoliquidation.

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 to this report.

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

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 on 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 the relatedparties are given in the Annexure - III forming part of this report.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICHFINANCIAL RESULTS RELATE AND THE DATE OF THIS REPORT:

No material changes and commitments which could affect the Company's financial positionhave occurred between the end of the financial year of the Company and date of thisreport.

STATUTORY AUDITORS:

M/s. V. Parekh & Associates Chartered Accountants (Firm Registration No. 107488W)Mumbai was appointed as Statutory Auditors of the Company by the Members vide resolutiondated 27th September 2018 until the conclusion of the ensuing Annual General Meeting.

The re-appointment of Statutory Auditors for a term of 1 (one) year from the conclusionof 31st (this) Annual General Meeting till the conclusion of 32nd Annual General Meetingwas recommended by the Audit Committee and the Board of Directors respectively in theirmeeting held on 14th August 2019 subject to the approval of the Members in the ensuingAnnual General Meeting to be held on Monday 30th September 2019. The Company hasreceived a certificate from the auditors to the effect that their re-appointment if madewould be in accordance with the provisions of Section 141 of the Companies Act 2013.

AUDITOR'S REPORT:

The Notes on Financial Statements referred to in the Auditors Reports areself-explanatory and do not call for any comments and explanation.

The observations made in the Standalone Auditor's Report read together with relevantnotes thereon are self explanatory and explained in notes to accounts and hence do notcall for any further comments under the Companies Act 2013. Auditors' Report to theShareholders for the year under review does not contain any qualification reservation oradverse remark or disclaimer.

COST AUDITOR:

Your Directors have appointed M/s. D. C. Dave & Co. Cost Accountant Mumbai as theCost Auditor for the Financial Year 2018-19. M/s. D. C. Dave & Co. will submit theCost Audit Report alongwith necessary annexure to the Central Government (Ministry ofCorporate Affairs) in the prescribed form within specified time and at the same timeforward a copy of such report to your Company.

The Cost Audit Report for the Financial Year ended 31st March 2018 which was due forfiling on 30th September 2018 was filed with the Central Government (Ministry ofCorporate Affairs) on 21st September 2018.

The Board of Directors at its meeting held on 14th August 2019 has appointed M/s.Manish Shukla & Associates Cost Accountant Mumbai as Cost Auditor of the Companyfor the Financial Year 2019-20. As required by Section 148 of the Act necessaryresolution has been included in the Notice convening the 31st Annual General Meetingseeking approval by Members for the appointment & remuneration proposed to be paid toM/s. Manish Shukla & Associates Cost Accountant Mumbai as Cost Auditor of theCompany for the Financial Year 2019-20.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has in place adequate internal financial control systems commensuratewith the size scale and complexity of its operations. During the year such controls weretested and no reportable material weakness in the operations was observed. The Company hasappropriate policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence of the Company's policies safeguarding of its assetsprevention and detection of frauds and errors accuracy and completeness of accountingrecords and timely preparation of reliable financial information.

M/s. BDO India LLP Mumbai Internal Auditors of the Company monitor and evaluate theefficacy and adequacy of internal control systems in the Company. Based on the report ofthe Internal Auditors respective departments undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.

Your Company has a robust financial closure self-certification mechanism wherein theline managers certify adherence to various accounting policies accounting hygiene andaccuracy of provisions and other estimates.

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 No.: 5976 and COP No.: 5356] to conductthe Secretarial Audit of the Company for the Financial Year ended on 31stMarch 2019 (i.e. from 1st April 2018 to 31st March 2019). The Secretarial Audit Reportin Form MR-3 is annexed as Annexure - IV to this report.

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

i. Only 76.79% 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.

ii. There was a delay in conducting the Audit Committee & Board Meeting for thelast quarter of the financial year ended 31.03.2018 as per the for the Regulation SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and consequently theCompany has paid the Penalty of ' 698800/- to the BSE Limited & ' 698800/- to NSELtd.

Management Response to the aforesaid observations verbatim are as under:

i. The share certificate aggregating 3024000 Equity Shares held by M/s. KingsburyInvestment INC. (Promoter Group Company) of Wanbury Limited. These shares held by them arein physical mode. The Company is undertaking necessary steps to dematerialize theseshares.

ii. The Company has paid the Penalty of ' 698800/- each to the BSE Limited & NSELtd. on 13th August 2018 for Non-Compliance of Regulation 33 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 i.e. for delay in conducting the AuditCommittee & Board Meeting for the last quarter ended 31st March 2018 for theFinancial Year 2017-18 as per SEBI Circular No. CIR/CFD/CMD/12/2015 dated 30th November2015.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

Provisions of Section 135 of the Companies Act 2013 related with Corporate SocialResponsibility are not applicable to the Company.

Therefore the Company has not constituted Corporate Social Responsibility Committee.

AUDIT COMMITTEE:

Your Company's Audit Committee has been constituted in accordance with the provisionsof Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and Section 177 of the Companies Act 2013.

During the year under review four Meetings of the Audit Committee were held on 10thAugust 2018 10th August 2018 14th November 2018 & 14th February 2019 along withthe Board Meetings.

Following are the Members of the Audit Committee:

Sr. No. Name of Directors Designation Category
1 Mr. N. K. Puri Chairperson I & NED
2 Mr. S. K. Bhattacharyya Member I & NED
3 Ms. Pallavi Shedge Member (w.e.f.14.02.19) I & NED
4 Ms. Poonam Arya Bharti Member (upto 29.05.2018) (w.e.f. 10.08.2018 to 14.11.2018) I & NED
5 Mr. K. Chandran Member P & WTD

The details pertaining to the Broad terms and conditions of the Audit Committee areincluded given in Corporate Governance Report which form part of this report

NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Policy inter alia containing appointment criteriaqualifications positive attributes independence of Directors removal retirement andremuneration of Directors Key Managerial Personnel (KMP) and Senior Management Personnelof the Company has been formulated by the Nomination and Remuneration Committee of theCompany and approved by the Board of Directors.

Following are the Members of the Nomination and Remuneration Committee:

Sr. No. Name of Directors Designation Category
1 Mr. S. K. Bhattacharyya Chairperson I & NED
2 Mr. N. K. Puri Member I & NED
3 Ms. Pallavi Shedge Member (w.e.f.14.02.19) I & NED
4 Ms. Poonam Arya Bharti Member (upto 29.05.2018) (w.e.f. 10.08.2018 to 14.11.2018) I & NED
5 Mr. K. Chandran Member P & WTD

Nomination and Remuneration Policy is available on the website of the Company atwww.wanburv.com

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Your Company Stakeholder Relationship Committee has been constituted in accordance withthe Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 in order to specifically look in to the mechanism of Redressal of grievances ofShareholders.

Following are the Members of the Stakeholder Relationship Committee:

Sr. No. Name of Directors Designation Category
1 Mr. S. K. Bhattacharya Chairperson I & NED
2 Mr. N. K. Puri Member I & NED
3 Ms. Pallavi Shedge Member (w.e.f.14.02.19) I & NED
4 Ms. Poonam Arya Bharti Member (upto 29.05.2018) (w.e.f. 10.08.2018 to 14.11.2018) I & NED
5 Mr. K. Chandran Member P & WTD

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 Chairperson I & NED
2 Mr. S. K. Bhattacharya Member I & NED
3 Ms. Pallavi Shedge Member (w.e.f.14.02.19) I & NED
4 Ms. Poonam Arya Bharti Member (upto 29.05.2018) (w.e.f. 10.08.2018 to 14.11.2018) I & NED
5 Mr. K. Chandran Member P & WTD

CORPORATE GOVERNANCE:

In compliance with Regulation 34 (3) read with Schedule V (C) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a Report on CorporateGovernance forms part of this Annual Report. The Auditors' certificate certifyingcompliance with the conditions of Corporate Governance as prescribed under Schedule V (E)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexedto the Corporate Governance Report.

PARTICULARS OF EMPLOYEES:

Disclosure pertaining to the remuneration and other details as required under Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areattached as Annexure-V and forms part of this Report.

Information pursuant to Rule 5(2) & 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 pertaining to the top ten names andother particulars of employees also form part of this report. However this information isnot sent along with this report pursuant to the proviso to Section 136(1) of the Act. Anyshareholder interested in obtaining a copy of the same may write to the CompanySecretary/Compliance Officer at the registered office address of the Company and the samewill be furnished on request.

SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

Nil

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company pursuant to Section 177 of the Companies Act 2013 read along with therules made thereunder and Regulation 22 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 have established vigil mechanism for Director andEmployees to report concern about unethical behaviour actual or suspected fraud orviolation of Company's code of conduct or ethics policy. The Whistle Blower Policy isposted on the website of the Company at www.wanburv.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 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 Company has not received any sexual harassment complaint during the Financial Yearunder review.

EMPLOYEE STOCK OPTION SCHEME:

The Company has instituted Employee Stock Option Scheme 2016 (“Wanbury ESOP2016”) which was approved by the shareholders vide their resolution dated 29thSeptember 2016 to reward eligible employees. Pursuant to the said scheme and on therecommendation of the Nomination and Remuneration Committee the Board had granted300000 options to employees. During the Year ended 31st March 2019 200000 optionswere lapsed. 100000 options are outstanding as on 31st March 2019.

The information required to be disclosed in terms of the provisions of the SEBI (ShareBased Employee Benefits) Regulations 2014 is enclosed as Annexure-VI to this report.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meetings of the Board of Directors' and 'General Meeting' respectively have been dulyfollowed by the Company.

UNCLAIMED DIVIDEND & SHARES

Pursuant to the applicable provisions of the Companies Act 2013 read with theInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 (the Rules) all unpaid or unclaimed dividends are required to be transferredby the Company to the IEPF established by the Central Government after the completion ofthe seven years. Further according to the Rules the shares on which the dividend has notbeen paid or claimed by the shareholders for seven consecutive years or more shall also betransferred to the demat account of the IEPF Authority. Accordingly the Company hastransferred the unclaimed and unpaid dividend of ' 414937/- for the Financial Year2009-10.

Further 338865 corresponding shares were transferred as per the requirement of theIEPF Rules. The details are available on the website atwww.wanbury.com/PaidUnpaidDividends.

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

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

DIRECTORS' RESPONSIBILITY STATEMENT:

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

i. in the preparation of the annual accounts for the Financial Year ended on 31stMarch 2019 the applicable accounting standards had been followed along with properexplanation relating 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 31stMarch 2019 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.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincere thanks to the BankersCentral & State Government Customers

Suppliers Stakeholders and Staff for their continuous co-operation and guidance andalso looking forward for the same in future.

For and on behalf of the Board of Directors
K. Chandran N. K. Puri
Vice Chairman Director
Mumbai 14th August 2019 DIN:00005868 DIN:00002226

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