wanbury ltd share price Directors report


To

The Members,

Your Directors have pleasure in presenting herewith the 35th Annual Report of the business and operations alongwith Audited Financial Statements of the Company for the Financial Year ended 31st March, 2023.

FINANCIAL HIGHLIGHTS (STANDALONE):

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

(Rs. in Lakhs)

PARTICULARS

2022-2023 2021-2022
Total Revenue from operations 49,964.69 51,118.57
Other Income 91.32 150.79

Total Income

50,056.01 51,269.36

Total Expenses

51,025.31 50,793.35

Profit /(Loss) Before Exceptional Items & Tax

(969.30) 476.01

Exceptional Items Gain on Sale of Brands

(59.38) 7,636.76

Profit /(Loss) Before Tax

(1,028.68) 8,112.77

Less: Tax including deferred Tax

10.90 (34.62)

Net Profit / (Loss) after tax

(1,039.58) 8,147.39

CONSOLIDATED ACCOUNTS:

The Consolidated Financial Statements of your Company for the Financial Year 2022–2023 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.

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 49,964.69 Lakhs as against 51,118.57 Lakhs in the previous year. The Total Expenses incurred in the current Financial Year was Rs. 51,025.31 Lakhs as against 50,793.35 Lakhs in the previous year.

The loss for the Financial Year under review was 1,039.58 Lakhs as against a profit of 8,147.39 Lakhs in the previous Financial Year.

SHARE CAPITAL:

The paid up capital of the Company is 32,70,54,980/- The Company had issued 40,000 equity shares under ESOP scheme 2016 during the financial year 2022-2023.

MANAGEMENTS DISCUSSION AND ANALYSIS:

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.

DIVIDEND:

As the net worth of the Company is negative, the Board of Directors of the Company has not recommended any dividend for the Financial Year 2022-2023.

ANNUAL RETURN:

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 Annual Return as on 31st March, 2023, is placed on the website of the Company at http://www.wanbury.com/.

DEPOSITS:

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.

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 Ms. Pallavi P. Shedge Non-Executive Independent Woman Director
4 Mr. Binod Chandra Maharana Non-Executive Independent Director (up to 16.03.2023)
5 Dr. Manisha Juvekar Non-Executive Independent Director (up to 16.03.2023)
6 Ms. Anupama Vaidya Non-Executive Independent Director (up to 16.03.2023)

Mr. N. K. Puri and Ms. Pallavi P. Shedge 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 Executive Director. Other than this, no Director or Key Managerial Personnel was appointed or has resigned during the year under review.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

Four (4) Board Meetings were held during the Financial Year 2022-2023. These meetings were held on 22 June 2022, 10 August 2022, 28 November, 2022 and 14 February, 2023.

DECLARATION BY INDEPENDENT DIRECTORS:

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.

ANNUAL PERFORMANCE EVALUATION:

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.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

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.

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 Cantabria Pharma S. L. (Spain).

The accounts of Cantabria Pharma S. L. is not available due to the Company is 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.

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 with related parties were in the ordinary course of business and on an arms 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 arms 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 Companys 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.

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

No material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

STATUTORY AUDITORS:

As per the provisions of sections 139, 141 of the Companies Act, 2013 and rules made thereunder (hereinafter referred to as "The Act"), the Company at its Board Meeting Held on 22 June, 2022 subject to approval of members in the Annual General Meeting ("AGM") held on 28 September, 2022 approved the re-appointment of M/S. V PAREKH & ASSOCIATES, Chartered Accountants (Firm Regn. No. 107488W) as statutory auditors for a period of 5 years commencing from the conclusion of 34th AGM till the conclusion of the 39th AGM.

AUDITORS REPORT:

The Notes on Financial Statements referred to in the Auditors Reports for the FY 2023 are self–explanatory and do not call for any comments and explanation.

The observations made in the Standalone Auditors 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.

COST AUDITOR:

Your Directors have appointed M/S. GMVP & ASSOCIATES, LLP, Cost Accountant, Mumbai as the Cost Auditor for the Financial Year 2022-2023. M/S. GMVP & ASSOCIATES, LLP, Cost Accountant, Mumbai will submit the Cost Audit Report along with 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 31st March, 2022 which was due for filing upto 31st October, 2022 was filed with the Central Government (Ministry of Corporate Affairs) on 5th September, 2022.

The Board of Directors at its meeting held on 7th July, 2023 has appointed M/s. Manish Shukla & Associates, Cost Accountant, Mumbai as Cost Auditor of the Company for the Financial Year 2023-2024. As required by Section 148 of the Act, necessary resolution has been included in the Notice convening the 35th Annual General Meeting, seeking approval by Members for the appointment & remuneration proposed to be paid to M/s. Manish Shukla & Associates, Cost Accountant, Mumbai as Cost Auditor of the Company for the Financial Year 2023-2024.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS & INTERNAL AUDIT:

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 Companys 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 are as and there by strong then 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.

SECRETARIAL AUDIT REPORT:

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 31st March, 2023 (i.e. from 1st April, 2022 to 31st March, 2023). The Secretarial Audit Report 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 90.03% of the Shareholding of Promoter & Promoter Group is in dematerialized form. However, as per SEBI circular 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 dematerialized 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 31st March, 2022 and the Company had paid the penalty to BSE and National Stock Exchange of India for the said delays. iii. As per Regulation 33(3)(a) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, every listed Company is required to approve their quarterly un-audited/audited Financial Statements within 45 days from end of each quarter, however the Company had delayed in holding Board Meeting for approving Financial Statements for the quarter ended 30th September, 2022 and the Company had paid the penalty to BSE and National Stock Exchange for the said delays. iv. As per Regulation 17(1)(c) The Composition of Board of Directors should be 6. The tenure of Mr. Binod Chandra Maharana, Ms. Manisha Juvekar and Ms. Anupama Vaidya has been completed on 16th March, 2023 and due to such completion, the composition of Board of Directors has fallen below 6. v. As per Regulation 19 (b) of the SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015; All directors 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. vi. As per Regulation 18(2)(b) of the SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015, the audit 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 133 days between Board Meeting held on 08th February, 2022 and 22nd June, 2022 vii. As per Section 173 of Companies Act, 2013 and Secretarial Standards I, the gap between two Board Meeting not exceed 120 days. However, there was a gap of 124 days between Board Meeting held on 17 February, 2022 and 22 June, 2022.

Management Response to the aforesaid observations verbatim are as under:

30,24,000 Equity i. The Shares held by M/s. Kingsbury Investment INC. (Promoter Group share certificate

Company) of Wanbury Limited. These shares held by them are in physical mode. The Company is undertaking necessary steps to dematerialize these shares. ii. The Company has paid Penalty aggregating to Rs. 1,15,000/- to the BSE Limited on 1 July, 2022 and NSE Limited 1 July, 2022 respectively for non-compliance of Regulation 33 of Listing Regulations regarding delay in declaring AFR for the year ended 31 March, 2022 . iii. The Company has paid Penalty aggregating to Rs. 70,000/- to the BSE Limited on 15 December, 2022 and NSE on 15 December, 2022 respectively for non-compliance of Regulation 33 of Listing Regulations regarding delay in declaring UFR for the quarter ended 30 September, 2022 . iv. The Company is in the process of complying with Regulation 17(1) and have also paid the necessary penalty to NSE for the same. v. The Company will re-constitute the Nomination and Remuneration Committee as required under Regulation 19 (b) of SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015; vi. The Company has paid the necessary penalty to the stock exchange on account of late holding of Board Meeting and will take care in future to comply with the Listing Regulation.

vii. The Company has paid the necessary penalty to the stock exchange on account of late holding of Board Meeting and will take care in future to comply with the Listing Regulation.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

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.

AUDIT COMMITTEE:

Your Companys 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 and Section 177 of the Companies Act, 2013.

During the year under review, Four (4) meetings of the Audit Committee were held on 22 June 2022, 10 August 2022, 28 November 2022 and 14 February, 2023 along with the 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 Ms. Pallavi P. Shedge Member I & NED
3 Mr. K. Chandran Member P & WTD
4 Mr. Binod Chandra Maharana Member (up to 16.03.2023) I & NED
5 Dr. Manisha Juvekar Member (up to 16.03.2023) I & NED
6 Ms. Anupama Vaidya Member (up to 16.03.2023) I & NED

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 COMMITTEE:

Nomination and Remuneration Policy inter alia containing appointment criteria, qualifications, 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.

Following are the Members of the Nomination and Remuneration Committee:

Sr. No. Name of Directors

Designation Category
1 Mr. N. K. Puri Member I & NED
2 Ms. Pallavi P. Shedge Member I & NED
3 Mr. K. Chandran Member P & WTD
4 Mr. Binod Chandra Maharana Member (upto 16.03.2023) I & NED
5 Dr. Manisha Juvekar Member (upto 16.03.2023) I & NED
6 Ms. Anupama Vaidya Member (upto 16.03.2023) I & NED

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

STAKEHOLDERS RELATIONSHIP COMMITTEE:

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.

Following are the Members of the Stakeholder Relationship Committee:

Sr. No. Name of Directors

Designation Category
1 Mr. N. K. Puri Member I & NED
2 Ms. Pallavi P. Shedge Member I & NED
3 Mr. K. Chandran Member P & WTD
4 Mr. Binod Chandra Maharana Member (upto 16.03.2023) I & NED
5 Dr. Manisha Juvekar Member (upto 16.03.2023) I & NED
6 Ms. Anupama Vaidya Member (upto 16.03.2023) I & NED

RISK MANAGEMENT COMMITTEE:

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.

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 Ms. Pallavi P. Shedge Member I & NED
3 Mr. K. Chandran Member P & WTD
4 Mr. Binod Chandra Maharana Member (upto 16.03.2023) I & NED
5 Dr, Manisha Juvekar Member ((upto 16.03.2023)) I & NED
6 Ms. Anupama Vaidya Member ((upto 16.03.2023)) I & NED

CORPORATE GOVERNANCE:

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.

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 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.

SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

Nil.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

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 Companys code of conduct or ethics policy. 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) ACT, 2013:

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.

EMPLOYEE STOCK OPTION SCHEME:

The Company has instituted Employee Stock Option Scheme 2016 ("Wanbury ESOP 2016") which was approved by the shareholders vide their resolution dated 29th 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 50,000 options to employees. During the year ended 31st March, 2023, 40,000 options were allotted. 4,55,000 options are outstanding as on 31st March, 2023.

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.

SECRETARIAL STANDARDS

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.

UNCLAIMED DIVIDEND & SHARES

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, 3,38,865 corresponding shares were transferred as per the requirement of the IEPF Rules. The details are available on the website, at www.wanbury.com/PaidUnpaidDividends.

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

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.

DIRECTORS RESPONSIBILITY STATEMENT:

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 31st March, 2023 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 31st March, 2023 and of the profit and loss of the Company for that year; iii. proper and sufficient care had been taken for the maintenance of 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.

GREEN INITIATIVE:

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.

ACKNOWLEDGEMENTS:

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 guidance and also looking forward for the same in future.

For and on behalf of the Board of Directors

K. Chandran Pallavi Shedge

Mumbai, 7 July, 2023

Vice Chairman Director
DIN: 00005868 DIN: 08356412

ANNEXURE I

FORM AOC-1

[Pursuant to first proviso to sub-section (3) of section 129 read with rules 5 of the Companies (Accounts) Rules, 2014]

Statement containing salient features of the financial statement of subsidiaries/ associate companies/joint ventures

Part-"A": Subsidiaries

(Amount in Lakhs)

Sr. No. Particulars

1 Name of the Subsidiary

Wanbury Holding B.V. (Netherland) Wanbury Global FZE (UAE) Ningxia Wanbury Fine Chemicals Co. Ltd. (China)
2 The date since when subsidiary was acquired - - -

3 Reporting period for the subsidiary concerned, if different from the holding companys reporting period.

1st April, 2022 to 31st March, 2023 1st April, 2022 to 31st March, 2023 1st April, 2022 to 31st March, 2023

4 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries.

EUR 1 EUR= 85.75 AED 1 AED= 19.93 CNY 1 CNY= 11.16
5 Share Capital 3,849.02 1,322.68 5.29
6 Reserves & Surplus (16,414.86) (1,320.01) (129.51)
7 Total Assets 153.79 3.87 0
8 Total Liabilities 153.79 3.87 0
9 Investments 0 0 0
10 Turnover 0 0 0
11 Profit before 0 0 0
12 Provision for taxation 0 0 0
13 Profit after taxation 0 0 0
14 Proposed Dividend NIL NIL NIL
15 % 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: NOT APPLICABLE

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

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

Name of Associate/ Joint Venture

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

Note:

1. Name of associate or joint ventures which are yet to commence operations: NOT APPLICABLE

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

For and on behalf of the Board of Directors

K. Chandran Pallavi Shedge

Mumbai, 7 July, 2023

Vice Chairman Director
DIN: 00005868 DIN: 08356412

ANNEXURE - II FORM AOC-2

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

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

1. Details of contracts or arrangements or transactions not at arms length Not Applicable basis. 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 arms length basis. a. Name (s) of the related party and nature of relationship. M/s. Wanbury Infotech Private Limited b. Nature of contract / arrangement/ transaction. Services provided c. Duration of the contract / arrangement or transaction including the value, 12 Months (i.e. from 1st April, 2022 to 31st if any. March, 2023) d. Salient terms of the contracts or arrangements or transactions including 2.50 Crores the value, if any. e. Date(s) of approval by the Board, if any. 22.06.2022 f. Amount paid as advance, if any. Nil

For and on behalf of the Board of Directors

K. Chandran Pallavi Shedge

Mumbai, 7 July, 2023

Vice Chairman Director
DIN: 00005868 DIN: 08356412

ANNEXURE III

FORM NO. - MR- 3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2023

[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.

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Wanbury Limited (hereinafter called the ‘Company).Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed by the Company and also information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion,theCompanyhasduringtheauditperiodcoveringthefinancialyear ended on 31 st March, 2023 complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by Wanbury Limited for the financial year ended on 31 st March, 2023 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 made thereunder;

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

(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act) viz.: a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) 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 Disclosure Requirements) 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 Share Transfer 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) Regulations, 1998; and i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(vi) Other laws specifically applicable to the Company, namely:

1. The Companies Act 2013 and Rules Made there under.

2. Maintenance of records relating to shares.

3. Securities Contracts (Regulations) Act, 1956.

4. Industries (Development & Regulations) Act, 1951.

5. Indian Customs Act, 1962.

6. Shops and Establishment Act, 1948.

7. Income Tax Act, 1961.

8. Payment of Gratuity Act, 1972.

9. Payment of Wages Act, 1936.

10. Employees State Insurance Act, 1948.

11. Provident Fund Act, 1952 & Family Pension Act, 1971 12. Payment of Bonus Act, 1965.

13. Workmens Compensation Act, 1923. 14. Minimum Wages Act, 1948.

15. The Factories Act, 1948. 16. Industrial Disputes Act, 1947.

17. The Contract Labour (Regulation & Abolition) Act, 1970. 18. Personnel Injuries (Compensation) Act, 1963.

19. Public Liability Insurance Act, 1991. 20. The Apprentices Act, 1961.

21. Equal Remuneration Act, 1976.

22. Employment Exchanges (compulsory vacation of notices) Act, 1959.

23. Maternity Benefit Act, 1961.

24. Industrial Employment (Standing orders) Act, 1946. 25. Environment (Protection) Act, 1986.

26. The Information Technology Act, 2000. 27. The Depositories Act, 1996.

28. The IRDA Act, 1999. 29. The Competition Act, 2002. 30. Consumer Protection Act, 1986. 31. Right to Information Act, 2005.

32. Emblems and Names (Prevention of Improper Use) Act, 1950. 33. The Trade Marks Act, 1999.

34. The Patents Act, 1970.

35. The Indian Copyright Act, 1957. 36. Pharmacy Act, 1948.

37. Conservation of Foreign Exchange and Prevention of Smuggling Activities Act, 1974. 38. Essential Commodities Act, 1955.

39. Food Safety and Standards Act, 2006.

40. The Central Goods and Services Tax Act, 2017 41. Maharashtra Goods and Services Tax Act, 2017 42. The Boiler Act, 1923

43. The Maharashtra Fire Prevention & Life Safety Measures Act, 2006 44. The Air (Prevention and Control of Pollution) Act, 1981 45. The Narcotic Drugs and Psychotropic Substances Act, 1985 46. The Andhra Pradesh Fire Services Act, 1999 47. The Water (Prevention and Control of Pollution) Cess Act, 1977 48. Drugs & Cosmetics Act, 1940

49. Drugs (Prices Control) Order ,1995 50. Homoeopathy Central Council Act, 1973 51. Petroleum Act, 1934 52. Poisons Act, 1919 53. Food Safety and Standards Act, 2006 54. Insecticides Act, 1968

55. Bombay Provincial Municipal Corporations Act, 1949 56. T rade Union Act, 1926 57. Foreign Trade (Development and Regulation) Act, 1951 58. Industrial Relations Act, 1967 59. Prevention of Money Laundering Act, 2002

I 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 NSE Ltd. and BSE Ltd.

During the year under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except to the extent as mentioned below: i. Only 90.03% 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 31st March, 2022 and the Company had paid the penalty to BSE and National Stock Exchange for the said delays. iii. As per Regulation 33(3)(a) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, every listed Company is required to approve their quarterly un-audited/audited Financial Statements within 45 days from end of each quarter, however the Company had delayed in holding Board Meeting for approving Financial Statements for the quarter ended 30th September, 2022 and the Company had paid the penalty to BSE and National Stock Exchange for the said delays. iv. 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 16th March, 2023 and due to such completion the composition of Board of Directors has fallen below 6. v. As per Regulation 19 (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. vi. 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 133 days between Board Meeting held on 08 February, 2022 and 22June, 2022 vii. 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 17 February, 2022 and 22 June, 2022.

I further report that: i. The Board of Directors of the Company is not duly constituted post the completion of tenure of Independent Directors Mr. Binod Chandra Maharana and Ms. Manisha Juvekar on 16th March, 2023.

Due to such event the composition of Board of Directors has fallen below 6 and also caused imbalance in proportion of Executive and Non-Executive Directors in the Company.

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

All the Board/Committee decisions are taken unanimously.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Kala Agarwal

Practising Company Secretary

C P No.: 5356

UDIN: F005976E000562587

Place: Mumbai

Date: 7 July, 2023

Note: This report is to be read with my letter of even date which is annexed as ‘ANNEXURE A and forms an integral 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, Navi Mumbai – 400703.

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

1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices we followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

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

Kala Agarwal

Practising Company Secretary

C P No.: 5356

UDIN: F005976E000562587

Place: Mumbai

Date: 7 July, 2023

ANNEXURE - IV

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

(i) The ratio of remuneration of Managing Director to the median remuneration of the employees of the Company for the Financial Year ended on 31st March, 2023 was Nil as no remuneration is paid to Whole time director.

The Non-Executive Directors received the sitting fees from the Company for attending each Board and Committee Meeting of Directors.

(ii) The percentage increase in remuneration of the Chief Financial Officer and the Company Secretary in the Financial

2022-2023 was 2% and 10% respectively.

(iii) The percentage increase in the median remuneration of employees in the Financial Year 2022-2023 was 1%. (iv) The number of permanent employees on the rolls of Company were 1582.

(v) A verage percentage increase made in the salaries of all the employees other than managerial personnel in the previous Financial Year i.e. 2022-2023 was 6% whereas the percentage increase in the Managerial Remuneration for the same Financial Year was Nil.

(vi) It is affirmed that the remuneration paid is as per the Remuneration Policy of the Company.

For and on behalf of the Board of Directors

K. Chandran Pallavi Shedge

Mumbai, 7 July, 2023

Vice Chairman Director
DIN: 00005868 DIN: 08356412

ANNEXURE -V ESOP DISCLOSURES

DISCLOSURES IN COMPLIANCE WITH REGULATION 14 OF SECURITIES AND EXCHANGE BOARD OF INDIA (SHARE BASED EMPLOYEE BENEFITS) REGULATIONS, 2014 AND RULE 12 OF COMPANIES (SHARE CAPITAL AND DEBENTURES) RULES, 2014 ARE SET OUT BELOW: Employee Stock Option Scheme:

Sr. No. Description

Details / No. of Options
1 Options granted 50,000
2 Options vested 40,000
3 Options exercised 40,000
4 Total number of shares arising as result of exercise of options 35,000
5 Options lapsed during the year 3,35,000
6 The Exercise price 10/-
7 Variation of terms of options No variation during the year
8 Money realized by exercise of options 4,00,000
9 Total number of options in force: 4,55,000
Employee-wise details of options granted to: Mr. Vinod Verma – CFO

i) Senior Managerial Personnel

Mr. Balaji Vasudevan - Sr. VP, Marketing - API
Mr. B. Sureshkumar – CEO, Formulation
Mr. Tushar Mehta, Head – Strategy, API

i) Any other employees to whom options granted amounting to 5% or more, of the total options granted during the year

-

ii) Employees to whom options equal to or exceeding 1% of the issued capital have been granted during the year

-

For and on behalf of the Board of Directors

K. Chandran Pallavi Shedge

Mumbai, 7 July, 2023

Vice Chairman Director
DIN: 00005868 DIN: 08356412

ANNEXURE VI

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: A) CONSERVATION OF ENERGY

(i) the steps taken or impact on conservation of energy- Tanuku

1) Replaced old damaged charcoalizer reactor with new reactor to reduce steam loss & cooling loss, useful to reduce the time cycle on which downtime reduced by 90% along with cooling & steam loss controlled.

2) Replacement of R-39 agitator with new one, which was rotating oblong & damaging the mechanical seal frequently, after agitator replacement 2 Lacs /Year saving accounted.

3) New ML storage 5 KL PP/FRP tank replaced with new tank as old tank was leaking heavily. It also consist lining work & solvent loss, net saving 1 Lacs/Year.

4) CT -01, 02, 04 & 05 fills replacement & nozzles tower temperature by 03 degree centigrade.

5) Re-boiler 14 nos tie rod replaced, 12" SS316 SCH40 methanol column continuous leaking piece changed with new one. Net saving approx 3.6 Lacs/Year.

6) Plant utility IR & CP air compressor servicing done for better performance, suitable air pressure & power consumption, Net saving approx-1 Lacs/Year.

7) Steam boiler mechanical dust collector 06 nos cone with vanes replaced to trap the ash particles, which saved boiler chimney cleaning frequency along with boiler performance, Net saving 50000 INR/Year.

8) Boiler ID fan casing & blower was damaged, which caused lower induced pressure & heat circulation, for that new efficient ID fan 9720 CMH blower installed.

9) Boiler smoke tubes replaced with new one as found frequent failures in boiler.

10) V arious 25 NB, 40 NB existing ball valve (Steam and Steam Trap) replaced with globe valve for proper steam distribution and load stability.

11) 750 Kva transformer yearly oil filtration done.

12) 500 Kva DG set B check done with replacement of oil filter, Air filter, Diesel filter engine Oil for better of generator.

13) A block methanol column we arranged sub cooler condenser for vapor loss solvent collected per day 500 liters methanol

14) Utilities some lines +5 and -10 main lines damaged areas insulation work completed cooling

15) Damaged air lines changed reduce the air compressor running hours 3 hours save 50HP 16) Added capacitor banks for power factor improvement.

17) Cooling fans arranged to panels to reduce the heating in the panels so that life of equipment increases. 18) UPS systems arranged for lighting circuits in the blocks.

19) Drinking RO rejected water line diverted to gardening.

20) In chilling plant +5 two old damaged compressors are combined to one compressor and running given to plant. 21) At solvent tank yard MMA (mono methyl amine) FRP tank vents are connected to heat exchanger for MMA escaped gas collection purpose.

22) At solvent tank yard solvent tank vents are connected to heat exchangers for collection of mixed solvents. 23) Damaged Nitrogen lines changed in plant area to reduce the nitrogen compressor running hours 2 hours save 50HP. the steps taken or impact on conservation of energy- Patalganga

1) Over All MIDC Water consumption reduced to 130KL/day from 147 KL/day i.e. 12% of reduction FY 2021-22.

Net savings : Rs. 0.23 Lacs per Month, Rs. 2.76 Lacs per Annum..

2) In Utility Area, Plant Contaminated Condensate collection & Utilization for Cooling Tower, Resulted Reduction in Avg. 30 Kl per day Water Consumption.

3) Installation of 50 TR chilling plant primarily for methanol recovery improvement through chilling water circulation with condensers; secondary it can be use as batch cooling purpose by circulating in reactors before centrifugation process which helps to improve production yield.

Net Savings : Avg. Rs. 10.37 Lacs per Month, i.e. 1.24 Cr per Annum.

4) Vacuum Ejector Pump Off Control Switch provision done at Production Area to optimize power consumption as and when required.

Net Savings : Avg. Rs. 2.48 Lacs per Month, Rs. 29.76 Lacs per Annum.

5) CT-01, 02, 04 & 05 fills replacement & nozzles cleaning done for Better cooling effect, which reduced cooling tower temperature by 03 dec.

6) Existing 3 TPH IBR boiler replaced with same capacity received from Tarapur Plant as per recommendation of IBR authorities.

7) Various 40 NB existing ball valve of Steam replaced with globe valve and 25NB steam float Trap for proper steam distribution and load stability.

8) Installation of new screw air compressor for DC Grade production requirement with higher pressure o/p rating which helps to betterment of process which help to increased production volume from 30 MT to 70 MT per month.

9) Replaced old damaged charcoalizer reactor with new reactor to reduce steam loss & cooling loss, useful to reduce the time cycle on which downtime reduced along with cooling & steam loss controlled.

10) Standby pressure filter installed in charcoalizer area to reduce downtime between change over.

11) New ML storage 5 KL PP/FRP tank replaced with New One as existing tan found damaged & inadequate to storage ml.

12) Crystallizer area vacuum pipeline replacement done with new pipeline as it was old and tends to leakage more often which resulting into breakdown.

13) Cooling water pipeline header frequently leakage so 6" header pipeline replaced to rectify frequent downtime & maintenance.

14) Structure strengthening work initiated in reaction area to improve life of facility.

15) ETP improvement done for smoothened the process of effluent treatment.

16) Dx unit added at Micro Lab AHU for betterment of temperature considering current available equipment heat load in area.

Spare screw feeder provided at reaction area for smoothness in process and to reduce the lead time during process.

(ii) the steps taken by the company for utilizing alternate sources of energy;

Coal usage totally stopped and Briquette usage being done which is obtained from Agro waste. This reduces the pollution also.

Working out for Gas fired boiler to move on green source of energy in order to improve in carbon footprint.

(iii) The capital investment on energy conservation equipments;

Rs. 37 Lakhs

B) TECHNOLOGY ABSORPTION

(i) the efforts made towards technology absorption;

(ii) The benefits derived like product improvement, cost reduction, product developments or import substitution - yield improvement in products Metformin, Sertraline and DPH. Cost reduction in Tramadol by recovering the material from unwanted isomer, Product development for reduction of failures in Sertraline.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- No imported technology

(a) the details of technology imported;

(b) the year of import;

(c) Whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research & Development

C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Rs. in Lakhs)

Particulars

For the year ended on 31.03.2023 For the year ended on 31.03.2022

INCOME:

Foreign Exchange earned by the Company:

FOB Value of Exports

28991.80 28084.73

Freight, Insurance etc.

980.20 1406.53

TOTAL INCOME

29972.00 29491.26

EXPENDITURE:

CIF Value of Imports:

Raw Materials [Including High Seas purchases]

10242.17 10291.52

Capital Goods

Nil 4.01

Interest

13.85 4.27

Commission expense

254.03 166.35

Other Expenses

207.77 322.96

TOTAL EXPENDITURE

10717.82 10789.11

For and on behalf of the Board of Directors

Mumbai, 7 July, 2023

K. Chandran Vice Chairman DIN:00005868

Pallavi Shedge Director DIN: 08356412