wintac ltd Directors report

To the Members,

Your Directors have pleasure in presenting their 31^st Annual Report on the business and operations of the Company for the Financial Year ended March 31, 2021.

1. Financial summary and Performance of the Company

	For the year ended 31st March 2020	For the year Ended 31st March 2021
Revenue from Operations	8,511.01	14,495.72
Other Income	275.97	615.69
Total Revenue	8,786.98	15,111.41
Total Expenditure	8,234.31	12,486.81
Operating Profit/(Loss)	552.67	2,624.60
Interest	191.27	284.79
Profit/(Loss) before Depreciation	361.40	2,339.81
Depreciation	723.76	921.89
Loss before exceptional expenditure	(362.36)	1,417.92
Exceptional Expenditure	-	-
Profit/(Loss) before Tax	(362.36)	1,417.92
Prior Year Tax	-	19.06
Deferred tax	(56.14)	(50.51)
Net Profit/(Loss) after Tax	(306.22)	1,449.37
Other comprehensive Income	(72.45)	(105.53)
Total comprehensive income for the period	(378.67)	1,343.84

2. Dividend & Transfer to Reserves

In view of the cumulative carry forward losses, no dividend is considered during the year under review and no amount is transferred to reserves.

3. Brief description of the Companys working during the year

The total revenue during the year under review was 151.11 Crores as compared to 87.87 Crores during the previous year, a growth of 72%. The profit after tax during the year under review was 14.49 Crores as compared to a loss of 3.06 Crores during the previous year. The increase in exports revenue is the main reason for the turnaround of the operations during the year. The total comprehensive income/profit for the year was 13.44 Crores as compared to Total comprehensive loss of 3.79 Crores during the previous year.

4. Delisting of shares from Bombay Stock Exchange - Pursuant to the approval of Department of Pharmaceuticals (DOP), the promoters during November 2020 made the Delisting Open Offer to public shareholders in accordance with the provisions of Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Delisting Regulations). The delisting open offer was successful as per Regulation 17 of the Delisting Regulations at an exit price of 350 per share under the Reverse Book Building Process. Accordingly, the Company had applied to BSE seeking final delisting approval of its Equity Shares. The BSE vide its notice no. 20201211-16 dated December 11, 2020 communicated that the trading in the Equity Shares of the Company (Scrip Code: 524758) will be discontinued with effect from December

18, 2020 and the scrip will be delisted from Exchange records with effect from December 28, 2020. The delisting of Equity Shares from the BSE means that the Equity Shares cannot and will not be traded on the stock exchange and a liquid market for trading of the equity shares will no longer be available. After acquisition of the validly tendered Shares by the Public Shareholders pursuant to the said Delisting Offer, the equity shareholding of the promoters as on the date of delisting was 92.18% of the fully paid up equity share capital of the Company. In accordance with Regulation 21 of the Delisting Regulations, the promoters have provided an exit opportunity to the remaining public shareholders of the Company, who did not or were not able to participate in the delisting open offer or who unsuccessfully tendered their equity shares in the reverse book building process and are currently holding equity shares in the Company, to tender their shares to the Promoters for a period of one year from the date of Delisting at the same exit price of 350 per equity shares at any time from December 28, 2020 till December 28, 2021 on the terms and conditions set out in the Post Delisting Exit Offer letter sent to all the residual public shareholders.

5. Material changes and commitments affecting the financial position between the end of the financial year and date of report.

Impact of COVID-19 on Business:

The management has considered the possible effects that may result from the Covid-19 pandemic on the carrying value of assets including property, plant and equipment, intangible assets, inventories, loans and receivables. In developing the assumptions relating to the possible future uncertainties in the economic conditions because of this pandemic, the company, as at the date of approval of these financial results has used internal and external sources of information to assess the expected future performance of the company. The company has performed sensitivity analysis on the assumptions used and based on the current estimates, the company expects that the carrying amount of these assets, as reflected in the balance sheet as at March 31, 2021, are fully recoverable. The management has also estimated the future cashflows for the company with the possible effects that may result from the COVID-19 pandemic and does not foresee any adverse impact on its ability to continue as going concern and in meeting its liabilities as and when they fall due. The actual impact of the COVID-19 pandemic may be different from that estimated as at the date of approval of these financial statements.

6. The Manufacturing facility at Nelamangala was inspected by USFDA Authorities during February 2020 and USFDA has issued a warning letter for inadequate reply in respect of two observations made during their inspection. The Company is taking necessary steps to address the issues covered in the warning letter and is confident of resolving the same. The concerns raised are not related to any specific product, data integrity or product quality and the issues covered are more general in terms of technology/facility. The warning letter indicates that USFDA may withhold approval of any new drug application, but the current commercial supplies would be continued without any disruptions for already approved products.

7. The Company during the year has not provided any loans, guarantees or investments in terms section 186 of the Companies Act 2013.

8. The Company has no subsidiaries or associate companies.

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.
i. at the beginning of the year;	: Nil
ii. maximum during the year;	: N.A.
iii. at the end of the year;	: Nil

The Company has not accepted or renewed any deposits during the year which are not in compliance with the requirements of Chapter V of the Act.

10. There are no other material orders by any Regulators or Courts or Tribunals during the year impacting the going concern status and companys operations in future.

11. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

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

12. The Company maintains the cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

13. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

14. Share Capital: During the year the Company has not issued any

(i) equity shares with 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 by trustees for the benefit of employees.

15. Directors:

A. Changes in Directors and Key Managerial Personnel

Mr.Arshad Kagalwalla was appointed as Additional Director (DIN 08858893) by the Board of Directors at their meeting held on September 04, 2020 and he was appointed as a Non-Executive and Non-Independent Director by the shareholders at the Annual General Meeting held on 30.12.2020.

Mr.K.P.Murali (DIN 06519661) was appointed as Additional Director and Whole Time Director by the Board of Directors at their meeting held on December 30, 2020.

Mr.Sunil B Gundewar, Manager & C.O.O, whose term as Manager ended on 31.05.2020 was re-appointed as the Manager & C.O.O. for another term of three years from 01.06.2020. Mr.S.T.Raghavendra Mady, Director (DIN 00065918) and Mr.S.Jayaprakash Mady, Director (DIN 00240744) resigned as Non-Executive and Non-Independent Directors of the Company effective from December 29, 2020.

B. Declaration by Independent Director (s):

The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act 2013.

C. Policy on Directors appointment and remuneration:

The Companys policy is to have an appropriate mix of executive and independent Directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2021, the Board consists of 5 Members, one of them is

an Executive Director and four are Non-Executive Directors and three are Independent Directors. The Company has formulated a Remuneration Policy of Directors, Key Managerial Personnel and others pursuant to the provisions of Section 178(3) of the Companies Act, 2013.

16. The Board met seven times during the financial year and the intervening gap between any two meetings was within the period prescribed under the Companies Act 2013.

17. Audit Committee - The Board has constituted an Audit Committee as required under Section 177 of the Companies Act 2013 and under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The composition of the Audit Committee as on 31.03.2021 is as under:

i. Dr.K.Paranjothy	- Chairman (Independent and non-executive Director)
ii. Mr.R.A.Thirumoorti	- Member (Independent and non-executive Director)
iii. Ms.S.Nanthita	- Member (Independent and non-executive Director)
iv. Mr.Arshad Kagalwalla	- Member (Non-Independent and Non-executive director)

The Company has established a vigil mechanism (Whistle Blower policy & Vigil Mechanism) for Directors and employees to report concerns of unethical behaviour, actual or suspected, fraud or violation of the Companys code of conduct. The Whistle Blower Policy & Vigil Mechanism is disclosed on the Companys website.

18. Nomination and Remuneration Committee and Stakeholders Relationship Committee

The Board has constituted a Nomination and Remuneration Committee. This Committee consists of three non-executive Directors and two of them are Independent Directors. The Chairman of the Committee is an Independent Director. The role of the Committee is to identify persons who are qualified to become Directors, recommend to the Board their appointment. The Committee also recommends to the Board a policy relating to the remuneration for the Directors and Key Managerial personnel, criteria for performance evaluation of Directors. As part of the policy Company strives to ensure that

(i) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate senior management personnel required to execute the operations successfully and

(ii) remuneration is commensurate with the performance and efficiency and meets performance benchmarks. The remuneration policy of the Company is placed on the website of the Company www.wintaclimited.com. The Stakeholders Relationship Committee constituted by the Board reviews and ensures redressal of investor grievances. The Committee consists of four non-executive directors and the Chairman of the Committee is an Independent Director.

19. During the year the Company has not given any loans (other than loans to employees as per the policy of the Company), Guarantee, Security, Investments under section 186 of the Companies Act 2013.

20. Managerial Remuneration:

There was no employee employed during the year or part of the year drawing remuneration in excess of the limits specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

21. Particulars of contracts or arrangements with related parties

The particulars of contract or 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 thereto in the prescribed form AOC-2 is appended to the Boards report.

22. Statutory Auditors - M/s.Ramadhyani & Co LLP, Chartered Accountants (Firm Registration No.002878S/S200021) were appointed as the Statutory Auditors of the Company for a term

of 5 years from the conclusion of 27th Annual General Meeting by the shareholders of the Company during the AGM held on 10.08.2017.

23. 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 is enclosed to the Boards Report.

24. Conservation of energy, technology absorption and foreign exchange earnings and outgo. -

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(A) Conservation of energy:

(i) The steps taken and its impact on conservation of energy;

• VFDs are provided for the Motors.

• Replaced the existing high power consumption Sodium/Mercury vapour lamps with energy efficient LED Lamps at Ware house and Street lighting.

• Installed energy efficient LED lights for ophthalmic block.

• Steam condensate recovery.

• Insulation of hot/chilled water pipelines.

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

• Installation of Briquette fired Boilers which is environmentally friendly and uses briquette (agricultural by-product) as fuel instead of Diesel or Furnace Oil.

• Steam hot water generator has been replaced with Solar Hot water Generator.

(iii) The capital investment on energy conservation equipment: 30.00 Lakhs.

(B) Technology absorption:

(i) Efforts made towards technology absorption;

• Formulation development activities for Export market i.e., USA is carried out. ANDA for 12 products developed in house were filed for USA market during last year by our customer.

• ANDA for 18 products developed in house will be filed shortly for USA market.

• 10 products developed in house are ready for execution of exhibit batches for USA market.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

• More Foreign Exchange revenue since the products are developed for export market.

• After approval of dossiers from respective Regulatory Agencies, regular commercial supplies is expected and ensure good growth in export business.

• Technical capability of the personnel strengthened to handle additional products.

(iii) in case of imported technology (imported during the last three years reckoned from 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 :	1,314.58 Lakhs
(C) Foreign exchange earnings and Outgo::
Foreign Exchange Earnings :	14,495.71 Lakhs
Foreign Exchange Outflows :	3,017.54 Lakhs

25. Directors Responsibility Statement

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section

134 of the Companies Act, 2013, state that—

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied them 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, of the profit and loss and cash-flow of the company for that period;

c. the directors have taken proper and sufficient care 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;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively and

f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

26. Acknowledgements

The Board places on record its appreciation of the continued cooperation and support received from the various government authorities, shareholders, business associates, medical profession, employees, depositors and bankers.

	For and on behalf of the Board of Directors
Date : 02.08.2021	(Dr. K.PARANJOTHY)
Place : Bengaluru.	Chairman