To the Members
Your Directors have pleasure in presenting their 29th Annual Report on thebusiness and operations of the Company for the Financial Year ended March 31 2019.
1. Financial summary and Performance of the Company
| ||For the year ended 31st March 2018 ||For the year Ended 31st March 2019 |
|Revenue from Operations ||4479.70 ||7192.01 |
|Other Income ||71.88 ||194.95 |
|Total Revenue ||4551.58 ||7386.96 |
|Total Expenditure ||5077.00 ||6854.46 |
|Operating Profit/(Loss) ||(525.42) ||532.50 |
|Interest ||89.92 ||93.38 |
|Profit/(Loss) before Depreciation ||(615.34) ||439.12 |
|Depreciation ||354.64 ||418.13 |
|Loss before exceptional expenditure ||(969.98) ||20.99 |
|Exceptional Expenditure ||- ||- |
|Profit/(Loss) before Tax ||(969.98) ||20.99 |
|Deferred tax ||9.24) ||10.08 |
|Net Profit/(Loss) after Tax ||(979.22) ||10.91 |
|Other comprehensive Income ||(10.32) ||(26.87) |
|Total comprehensive income for the period ||(989.54) ||(15.96) |
2. Dividend & Transfer to Reserves
In view of the inadequate profits and carry forward losses no dividend is consideredduring the year under review and no amount is transferred to reserves.
3. Brief description of the Company's working during the year
The net sales during the year under review was ' 7192.01 lakhs as compared to ' 4479.70lakhs during the previous year a growth of 60.55%. The net profit after tax during thecurrent year was '10.91 lakhs as against the loss of ' 979.22 lakhs during the previousyear a turnaround in the operations during the year. The total comprehensive income forthe year was a loss of ' 15.96 lakhs as compared to a loss of ' 989.54 lakhs during theprevious year. The improved operating results are due to increase in the export suppliesto ' 5931 lakhs as compared to '2759 lakhs during the previous year.
In order to cater to the export US Market on approval of more ANDA's the Company issetting up additional capacities for injectable and ophthalmic products during the currentfinancial year at a cost of '95 crores.
Update on proposal for Sale of Business Undertaking - During the year the Shareholdershad approved the proposal for sale of pharmaceutical Business Undertaking of the companyto Par Formulations Private Limited subject to successful completion of delisting processby the Promoters. Since the delisting process was not completed within the stipulated timeperiod Par Formulations cancelled the Agreement for purchase of Pharmaceutical Businessundertaking. The Company continues the current business activities as usual in the normalcourse and the current promoters have re-affirmed their support and association with theCompany for a longer period of time.
4. Material changes and commitments affecting the financial position between the end ofthe financial year and date of report.
The Delisting proposal from Promoters - The Department of Pharmaceuticals (DOP) did notacceded to the promoters' proposal for increasing their shareholding in Wintac Limited to100% which is a pre-requisite for carrying out the delisting proposal citing non-filing ofthe Annual Compliance Report as required under the previous approval letter. The Promotershave since complied with the same and have also filed a fresh application seeking approvalfor enhancement of their shareholding in Wintac Limited to 100%. The promoters havereaffirmed that on receipt of the DOP approval they would pursue the delisting proposalin compliance with the SEBI (Delisting of Equity Shares) Regulations 2019
5. The Company during the year has not provided any loans guarantees or investments interms section 186 of the Companies Act 2013.
6. There are no material orders by any Regulators or Courts or Tribunals during theyear impacting the going concern status and company's operations in future..
7. The Company has no subsidiaries. The Company's investment in an Associate Company(Medispec Pharmaceuticals Pvt. Ltd.) whose net worth was completely eroded has beenwritten off fully and thus ceases to be an Associate Company.
8. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.
The Company has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial disclosures.
9. Fixed Deposits
The details relating to deposits covered under Chapter V of the Companies Act 2013:
|a. accepted during the year; ||Nil |
|b. remained unpaid or unclaimed as at the end of the year; ||N.A. |
|c. whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved- ||N.A. |
|d. at the beginning of the year; ||Nil |
|e. maximum during the year; ||N.A. |
|f. at the end of the year; ||Nil |
The Company has not accepted or renewed any deposits during the year which are not incompliance with the requirements of Chapter V of the Act.
10. The Company maintains the cost records as specified by the Central Government underSection 148(1) of the Companies Act 2013.
11. The Company has complied with the provisions relating to the constitution ofInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
12. Share Capital: During the year the Company has not issued any (i) equity shareswith differential rights (ii) Sweat Equity Shares (iii) Employee Stock Options and (iv)the company has not provided money for purchase of its own shares by employees or bytrustees for the benefit of employees.
A. Changes in Directors and Key Managerial Personnel
Mr.S.Jayaprakash Mady Director (DIN 00240744) retires by rotation and being eligibleoffers himself for re-appointment.
Mr.S.T.Raghavendra Mady Director (DIN 00065918) is the Non-Executive Director andChairman of the Company and in terms of provision of Regulation 17(1A) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a resolution for approval ofthe members of the Company is proposed to continue to hold his office as such until theend of his current tenure at the Annual General Meeting to be held during the calendaryear 2020 notwithstanding he having attained/above the age of 75 years.
B. Declaration by Independent Director (s):
The Company has received necessary declaration from each independent director underSection 149 (7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013.
C. Policy on Directors' appointment and remuneration:
The Company's policy is to have an appropriate mix of executive and independentDirectors to maintain the independence of the Board and separate its functions ofgovernance and management. As on March 31 2019 the Board consists of 5 Members and allare nonexecutive Directors and three are independent directors. The Company has formulateda Remuneration Policy of Directors Key Managerial Personnel and others pursuant to theprovisions of Section 178(3) of the Companies Act 2013 and Regulation 19(4) read withPart D of Schedule II of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015.
D. Formal Annual Evaluation
The Board evaluates the effectiveness of its functioning and that of the Committees andof individual Directors by seeking their inputs on various aspects of Board proceedings.This would cover the active participation of Directors at the Board and Committeemeetings monitoring of corporate governance practices and participation in the long-termstrategic planning of the Company.
The Chairman of the board interacted with all the Independent Directors to obtainDirectors' inputs on effectiveness of Board/Committee processes and the Board consideredand discussed the inputs received from the Directors. Further Independent Directors attheir meeting reviewed the performance of Board Chairman and NonExecutive Directors.
14. The Board met six times during the financial year the details of which areprovided in the Corporate Governance Report that forms part of this Annual Report. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013.
15. Audit Committee - The Board has constituted an Audit Committee as requiredunder Section 177 of the Companies Act 2013 and under the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015. The compositionof the Audit Committee is as under:
|i. Mr.R.A.Thirumoorti ||- Chairman (Independent and non-executive Director) |
|ii. Dr.K.Paranjothy ||- Member (Independent and non-executive Director) |
|iii. Ms.K.M.Ganga ||- Member (Independent and non-executive Director) |
|iv. Mr.S.T.R.Mady ||- Member (Non-Independent and non-executive Director) |
The Company has established a vigil mechanism (Whistle Blower policy & VigilMechanism) for Directors and employees to report concerns of unethical behaviour actualor suspected fraud or violation of the Company's code of conduct. The Whistle BlowerPolicy & Vigil Mechanism is disclosed on the Company's website.
16. Nomination and Remuneration Committee and Stakeholders Relationship Committee
The Board has constituted a Nomination and Remuneration Committee. This Committeeconsists of three non-executive Directors and two of them are Independent Directors. TheChairman of the Committee is an Independent Director. The role of the Committee is toidentify persons who are qualified to become Directors recommend to the Board theirappointment. The Committee also recommends to the Board a policy relating to theremuneration for the Directors and Key Managerial personnel. As part of the policyCompany strives to ensure that (i) the level and composition of remuneration is reasonableand sufficient to attract retain and motivate senior management personnel required to runthe operations successfully and (ii) remuneration is commensurate with the performance andefficiency and meets performance benchmarks. The remuneration policy of the Company isplaced on the website of the Company www.wintaclimited.com.
The Stakeholders Relationship Committee constituted by the Board reviews and ensuresredressal of investor grievances. The Committee consists of four non-executive directorsand the Chairman of the Committee is an Independent Director.
17. During the year the Company has not given any loans (other than loans to employeesas per the policy of the Company) Guarantee Security Investments under section 186 ofthe Companies Act 2013.
18. Managerial Remuneration:
A. Details of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
|i. Ratio of the remuneration of Director to the median remuneration of employees of the Company for the financial year || |
|ii. Percentage of increase in the remuneration of: || || |
|a. Manager/C.O.O. ||- ||10.08% |
|b. Company Secretary ||- ||11.46% |
|c. Chief Financial Officer ||- ||12.99% |
|d. Median Employee ||- ||20.63 % |
|e. No. of employees on the rolls ||- ||351 |
|f. Average increase made in salaries of employees other than KMP ||- ||17.46% |
The remuneration is as per the remuneration policy of the Company.
B. There was no employee employed during the year or part of the year drawingremuneration in excess of the limits specified under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
C. Corporate Governance - Pursuant to Regulation 34(3) of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 a ManagementDiscussion and Analysis statement Corporate Governance Report and Auditors' Certificateon the compliance of conditions of Corporate Governance forms part of the Annual Report.
19. Particulars of contracts or arrangements with related parties:
The particulars of contract or arrangements entered into by the Company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act 2013 includingcertain arm's length transactions under third proviso thereto in the prescribed form AOC-2is appended to the Board's report.
20. Statutory Auditors - M/s.Ramadhyani & Co LLP Chartered Accountants (FirmRegistration No.002878S/S200021) were appointed as the Statutory Auditors of the Companyfor a term of 5 years from the conclusion of 27th Annual General Meeting by theshareholders of the Company during the AGM held on 10.08.2017.
21. Secretarial Auditor - Parameshwar G Hegde Practicing Company Secretary has beenappointed to conduct the secretarial audit of the Company for the financial year 2018-19as required under Section 204 of the Companies Act 2013. The Secretarial Audit Report forFY 2018-19 is annexed to the Board's Report and forms part of the Annual Report.
22. Extract of the annual return - In accordance with the provisions of Section 134(3)(a) of the Companies Act 2013 extract of the annual return in the prescribed format isenclosed to the Board's Report.
23. Conservation of energy technology absorption and foreign exchange earnings andoutgo.
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
(A) Conservation of energy:
(i) The steps taken and its impact on conservation of energy;
Installation of Automatic power factor correction panel.
Steam condensate recovery with insulated pipelines.
Rain water harvesting.
Recycling of purified water from process machineries as infeed water to boiler.
Express feeder project
New HVAC installed at new SVP service area with BMS automation
New Nitrogen plant with optimal power consumption
Energy efficient motor for compressor
Energy efficient motor for VAM and Cooling tower
Energy efficient motors for Air Handling Units.
All production area Florescent light fixture replaced with LED fixture
Secondary packing area Sodium lamp replaced with High bay LED fixture
Hot water system replaced for Heaters used in HVAC system to control Humidity
Electrical DX units replaced with Chilled water coil system
(ii) The steps taken by the company for utilising alternate sources of energy;
Installation of Briquette fired Boilers which is environmental friendly and usesbriquette (agricultural by-product) as fuel instead of Diesel or Furnace Oil..
Installation of new 1010 KVA DG
(iii) The capital investment on energy conservation equipment: '261.50 lakhs. .
(B) Technology absorption:
(i) Efforts made towards technology absorption;
Formulation development activities for Export market i.e. USA is carried out.ANDA for 8 products developed in house were filed for USA market during last year by ourcustomer.
ANDA for 5 products developed in house will be filed shortly for USA market.
4 products developed in house are ready for execution of exhibit batches for USAmarket.
11 products got USFDA approval and out of that 6 products have beencommercialised..
(ii) The benefits derived like product improvement cost reduction product developmentor import substitution;
More Foreign Exchange revenue since the products are developed for exportmarket.
After approval of dossiers from respective Regulatory Agencies regularcommercial supplies is expected and ensure good growth in export business.
Technical capability of the personnel strengthened to handle additionalproducts.
(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)-
|(a) the details of technology imported ||: Nil |
|(b) the year of import ||: N.A. |
|(c) whether the technology been fully absorbed ||: N.A. |
|(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and ||: N.A. |
|(iv) the expenditure incurred on R & D ||: ' 868.00 Lakhs |
(C) Foreign exchange earnings and Outgo:
|Foreign Exchange Earnings ||: ' 6662.60 Lakhs |
|Foreign Exchange Outflows ||: ' 3981.19 Lakhs |
24. Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection
134 of the Companies Act 2013 state that
a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year of theprofit and loss and cash-flow of the company for that period;
c. the directors have taken proper and sufficient care 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;
d. the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively and;
e. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
The Board places on record its appreciation of the continued cooperation and supportreceived from the various government authorities shareholders business associatesemployees depositors and bankers.
| ||For and on behalf of the Board of Directors |
|Date : 22.05.2019 ||(S.T.R.MADY) |
|Place : Bengaluru. ||Chairman |