Wanbury Ltd

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Your Directors have pleasure in presenting herewith the 36^th Annual Report of the business and operations along with Audited Financial Statements of the Company for the Financial Year ended 31 March, 2024.

The world momentarily came to a standstill as governments enforced lockdowns and other measures for public health and safety. During this period of global crisis, our priority was to ensure the safety and wellbeing of our employees while helping our customers maintain seamless business service continuity. We scaled up fast to adopt social distancing norms, adopting new policies and restricting travel while enabling remote working for our associates. However, during this period we remained committed to safeguarding the interests of our customers and ensuring the continuity of their operations. We activated Business Continuity Plans (BCP) enabling remote working and monitoring of our deliverables.

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

The Consolidated Financial Statements of your Company for the Financial Year 2023–2024 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with Ind AS 110 -‘Consolidated Financial Statements’. The Consolidated Financial Statements have been prepared on the basis of audited financial statements of your Company, its subsidiaries and associate companies, as approved by the respective Board of Directors.

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

The Financial Highlights are as under:

The Total Income for the Financial Year under review was 57,564.98 Lakhs as against 49,964.69 Lakhs in the previous year. The Total Expenses incurred in the current Financial Year was 54,785.93 Lakhs as against 51,025.31 Lakhs in the previous year.

The profit for the Financial Year under review was 3,039.95 Lakhs as against a loss of 1,039.58 Lakhs in the previous Financial Year.

The paid up capital of the Company is 32,74,54,980/- The Company had issued 40,000 equity shares under ESOP scheme 2016 during the financial year 2023-2024.

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

The Board of Directors of the Company has not recommended any dividend for the Financial Year 2023-2024.

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the draft Annual Return as on 31 March, 2024, is placed on the website of the Company at http://www.wanbury.com/.

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

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

Ms. Anupama Vaidya and Mr. Pravin Dilip Pawar are Independent Directors who are not liable to retire by rotation.

The terms and conditions of appointment of the Independent Directors and details of the familiarization programs formulated to educate the Directors regarding their roles, rights and responsibilities in the Company and the nature of the industry in which the Company operates, the business model of the Company, etc. are placed on the website of the Company http://www.wanbury.com/.

In accordance with the provisions of Section 152 (6) of the Act and the Articles of Association of the Company, Mr. K. Chandran,

Executive Director, who has been longest in the office, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The notice convening the AGM includes the proposal for re–appointment of Mr. K. Chandran, as an Whole-time Director. During the year under review, the Company re-appointed Ms. Anupama Vaidya as Non-Executive Independent Director of the Company at the Extra Ordinary General Meeting held on 21 August, 2023. The Company has also appointed Mr. Mohan Kumar Rayana as Whole-time Director at the Extra Ordinary General Meeting held on 21 August, 2023. Further, the Company has also appointed Mr. Pravin Dilip Pawar as Non-Executive Independent Director of the Company with effect from 18 November, 2023. During the year under review, Ms. Pallavi Shedge retired on 13 February, 2024 and Mr. N. K. Puri retired on the close of business hours on 31 March, 2024.

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

Five (5) Board Meetings were held during the Financial Year 2023-2024. These meetings were held on 07 July 2023, 11 July 2023, 11 August 2023, 20 October, 2023 and 24 January, 2024.

Independent Directors have given necessary declaration that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 read with the Schedules and Rules made thereunder as well as Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further all the Independent Director are registered on Independent Director Database.

In the opinion of the Board, the Independent Directors have integrity and sufficient expertise and experience including the proficiency.

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

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

The Company’s Nomination and Remuneration policy covers aspects including but not limited to criteria for determining, qualifications, positive attributes, independence of a director and other matters as provided under Section 178 of the Companies

Act, 2013.

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

Your Company has four foreign subsidiaries viz. Wanbury Holdings B. V. (Netherland), Wanbury Global FZE (UAE), Ningxia Wanbury Fine Chemicals Co. Ltd. (China) and Cantabria Pharma S. L. (Spain).

The accounts of Cantabria Pharma S. L. are not available due to the Company being into liquidation.

The salient features of the financial statements of the subsidiaries in pursuance of Section 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 - I to this report.

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

Pursuant to the provisions of Section 188 of Companies Act, 2013, all contracts / arrangements / transactions entered into by the Company during the Financial Year with related 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 with the policy of the Company on materiality of related party transactions. The transactions entered into with M/s. Wanbury Infotech Private Limited, related party are in the normal course of business and at arm’s length basis. The Policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved 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 related parties are given in the Annexure - II forming part of this report.

Other than as disclosed in the relevant sections of the report, no material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and date of this report.

M/s. V. Parekh & Associates, Chartered Accountants (Firm Registration No. 107488W), Mumbai were appointed as Statutory

Auditors of the Company for their second term by the Members vide resolution dated 28 September, 2022, to hold office from the conclusion of 34th Annual General Meeting until the conclusion of the 39th Annual General Meeting, to audit the accounts of the Company for the Financial Year 2022-2023 to 2027-2028.

The Notes on Financial Statements referred to in the Auditors Reports for the FY 2024 are self–explanatory and do not call for any comments and explanation.

The observations made in the Standalone Auditor’s Report read together with relevant notes thereon are self explanatory and explained in notes to accounts and hence do not call for any further comments under the Companies Act, 2013. Auditors’ Report to the Shareholders for the year under review does not contain any qualification, reservation or adverse remark or disclaimer.

Your Directors have appointed M/s. Manish Shukla & Associates, Cost Accountant, Mumbai as Cost Auditor of the Company for the Financial Year 2024-2025. M/s. Manish Shukla & Associates, Cost Accountant, Mumbai will submit the Cost Audit Report along with the necessary annexure to the Central Government (Ministry of Corporate Affairs) in the prescribed form within specified time and at the same time forward a copy of such report to your Company The Cost Audit Report for the Financial Year ended 31 March, 2023 which was due for filing upto 31 October, 2023 was filed with the Central Government (Ministry of Corporate Affairs) on 11 September, 2023.

The Board of Directors at its meeting held on 16 May, 2024 has appointed M/s. Manish Shukla & Associates, Cost Accountant, Mumbai as Cost Auditor of the Company for the Financial Year 2024-2025. As required by Section 148 of the Act, necessary resolution will be included in the Notice convening the 36^th Annual General Meeting, seeking approval by Members for the remuneration proposed to be paid to M/s. Manish Shukla & Associates, Cost Accountant, Mumbai as Cost Auditor of the Company for the Financial Year 2024-2025.

Your Company has in place adequate internal financial control systems, commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the operations was observed.

The Company has appropriate policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence of the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

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

Your Company has a robust financial closure self certification mechanism wherein the line managers certify adherence to various accounting policies, accounting hygiene and accuracy of provisions and other estimates.

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial 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 conduct the Secretarial Audit of the Company for the Financial Year ended on 31 March, 2024 (i.e. from

1 April, 2023 to 31 March, 2024). The Secretarial Audit Report for the financial year ended 31 March, 2024 in Form MR-3 is annexed as Annexure - III 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 in dematerialised 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 and Disclosure Requirements) Regulations, 2015, 100 % Shareholding of Promoter & Promoter Group has to be in dematerialised form. ii. As per Regulation 33(3)(d) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, every listed Company is required to approve their audited Financial Statements within 60 days from end of each Financial Year, however the Company had delayed in holding Board Meeting for approving audited Financial Statements for the Financial Year ended 31 March, 2023 and the Company had paid the penalty to BSE and National Stock Exchange for the said delays. iii. As per Regulation 17(1)(c) The Composition of Board of Directors should be 6. The tenure of Mr. Binod Chandra Maharana and Ms. Manisha Juvekar has been completed on 16 March, 2023 and due to such completion the composition of Board of Directors has fallen below 6. However, Company has complied with the regulation from 18 November 2023 onwards. iv. As per Regulation 19 (1) (b) of the SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015, All directors of the Nomination and Remuneration Committee shall be non-executive directors. The Member of the Nomination and Remuneration Committee includes Mr. Chandran Krishnamoorthy who is an Executive Director. However, Nomination and Remuneration Committee is properly constituted as per LODR from third quarter onwards. v. As per Regulation 18(2)(b) of the SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015, the audit committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings. However, there was a gap of 142 days between Committee Meeting held on 14 February, 2023 and 07 July, 2023. vi. As per Section 173 of Companies Act, 2013 and Secretarial Standards I, the gap between two Board Meeting shall not exceed 120 days, However, there was a gap of 124 days between Board Meeting held on 14 February, 2023 and 07 July, 2023. vii. Pursuant to Regulation 27(2)(a) of the SEBI (LODR) Regulations, 2015, the listed entity shall submit a quarterly compliance report on corporate governance in the format as specified by the Board from time to time to the recognized stock exchange(s) within 21 days from the end of each quarter. However, the Company complied with the same with a delay of one day for the quarter ended 31st March, 2024. viii. Pursuant to regulation 18(l)(b) of the SEBI (LODR) Regulations, 2015, a minimum of two-thirds the members of the audit committee must be Independent. The Company is in process of complying with the same.

Management Response to the aforesaid observations verbatim are as under: i. The share certificate aggregating 30,24,000 Equity Shares held by M/s. Kingsbury Investment INC. (Promoter Group

During the year under review, the Statutory Auditor, Cost Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee and / or Board under section 143(12) of the Act.

Provisions of Section 135 of the Companies Act 2013 relating to Corporate Social Responsibility are not applicable to the Company.

Therefore, the Company has not constituted Corporate Social Responsibility Committee.

Your Company’s Audit Committee has been constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, Four (4) meetings of the Audit Committee were held on 7 July 2023, 11 August 2023, 20 October 2023 and 24 January, 2024.

As on 31 March 2024, following are the Members of the Audit Committee:

However, the Board has reconstituted its Audit Committee at its Board Meeting dated 24 January, 2024. The composition of Committee post re-constitution is as follows:

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

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

During the year under review, five (5) meeting of the Nomination and Remuneration Committee were held on 7 July 2023, 11 July 2023, 11 August 2023, 20 October 2023 and 24 January, 2024. As on 31 March 2024, following are the Members of the Nomination and Remuneration Committee:

However, the Board has reconstituted its Nomination & Remuneration Committee at its Board Meeting dated 24 January, 2024. The composition of Committee post re-constitution is as follows:

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

Your Company Stakeholder Relationship Committee has been constituted in accordance with the Regulation 20 of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 in order to specifically look in to the mechanism of Redressal of grievances of Shareholders.

During the year under review, Four (4) meeting of the Stakeholders’ Relationship Committee were held on 7 July 2023, 11 August 2023, 20 October 2023 and 24 January, 2024.

As on 31 March 2024, following are the Members of the Stakeholder Relationship Committee:

However, the Board has reconstituted its Stakeholders Relationship Committee at its Board Meeting dated 24 January, 2024. The composition of Committee post re-constitution is as follows:

A statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company.

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

In the opinion of the Board, Risk Management Committee has developed and implemented the risk management policy of the Company. There are no elements of risk that threaten the existence of the company based on the above policy.

As on 31 March 2024, following are the members of the Risk Management Committee:

In compliance with Regulation 34 (3) read with Schedule V (C) of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, a Report on Corporate Governance forms part of this Annual Report. The Auditors’ certificate certifying compliance with the conditions of Corporate Governance as prescribed under Schedule V (E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report.

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 are attached as Annexure-IV and forms part of this Report.

Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 pertaining to the top ten names and other particulars of employees also form part of this report. However, this information is not sent along with this report pursuant to the proviso to Section 136(1) of the Act. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary/Compliance Officer at the Registered office address of the Company and the same will be furnished on request.

There are no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

The Company, pursuant to Section 177 of the Companies Act, 2013 read along with the rules made thereunder and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, have established vigil mechanism for Director and Employees to report concern about unethical behavior, actual or suspected fraud or violation of Company’s code of conduct or ethics policy. The Whistle Blower Policy is posted on the website of the Company at www.wanbury.com.

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

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding 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 Year under review.

The Company has instituted Employee Stock Option Scheme 2016 ("Wanbury ESOP 2016") which was approved by the shareholders vide their resolution dated 29 September, 2016 to reward eligible employees. Pursuant to the said scheme and on the recommendation of the Nomination and Remuneration Committee, the Board had granted 7,10,000 options to employees. During the year ended 31 March, 2024, 40,000 options were allotted. 30,000 options are outstanding as on 31 March, 2024.

The information required to be disclosed in terms of the provisions of the SEBI (Share Based Employee Benefits) Regulations,

2014 is enclosed as Annexure-V to this report.

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meeting’ respectively, have been duly followed by the Company.

Pursuant to the applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of the seven years. Further, according to the Rules, the shares on which the dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividend of 4,14,937/- for the Financial Year 2009-10.

Further, 3,38,465 corresponding shares were transferred as per the requirement of the IEPF Rules. The details are available on the website, at www.wanbury.com/PaidUnpaidDividends.

As required by Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo is given as Annexure - VI forming part of this report.

Pursuant to the provisions of sub-section (5) of Section 134 of the Companies Act, 2013, your Directors confirm that: i. in the preparation of the annual accounts for the Financial Year ended on 31 March, 2024 the applicable accounting standards had been followed along with proper explanation relating to material departures; ii. the accounting policies had been selected and applied consistently and made judgments and estimates 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 ended on 31 March, 2024 and of the profit and loss of the Company for that year; iii. proper and sufficient care had 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; 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 and these controls are adequate and were operating effectively; and the Company has devised proper systems which are in place to ensure compliance with the provisions of all applicable laws which are considered adequate and are operating effectively.

Your Company has adopted green initiative to minimize the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those members whose email addresses are available with the Company. Your Company appeals other Members also to register themselves for receiving Annual Report in electronic form.

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

Suppliers, Stakeholders and Staff for their continuous co-operation and guidanc e and also looking forward for the same in future.