Wanbury : 33rd Annual Report

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33rd ANNUAL REPORT 2020-2021

CORPORATE INFORMATION

BOARD OF DIRECTORS
Mr. K. Chandran	-	Vice Chairman & Wholetime Director
Mr. N. K. Puri	-	Non-Executive Independent Director
Mr. S. K. Bhattacharya	-	Non-Executive Independent Director
Ms. Pallavi Shedge	-	Non-Executive Independent Director
Mr. Binod Chandra Maharana (Appointed w.e.f. 06.02.2021)	-	Non-Executive Independent Director
Dr. Manisha Juvekar (Appointed w.e.f. 06.02.2021)	-	Non-Executive Independent Director
CHIEF FINANCIAL OFFICER
Mr. Vinod Verma

COMPANY SECRETARY

Mr. Jitendra J. Gandhi

REGISTERED & HEAD OFFICE

BSEL Tech Park

B-Wing, 10th Floor, Sector 30-A, Opp. Vashi Railway Station, Vashi, Navi Mumbai - 400 703. India Tel : [phone]

Fax : [phone]

CIN : L51900MH1988PLC048455

E-mail : [e-mail]

Website: www.wanbury.com

Plants at Patalganga, Tarapur (Maharashtra) and Tanuku (AP)

AUDITORS

M/s. V. Parekh & Associates

Chartered Accountants, Mumbai

BANKERS & FINANCIAL INSTITUTIONS

Axis Bank

Bank of India

Edelweiss Asset Reconstruction Co. Ltd.

EXIM Bank

IDBI Bank

Union Bank of India (erstwhile Andhra Bank)

REGISTRAR & SHARE TRANSFER AGENT

M/s. Link Intime (India) Pvt. Ltd.

C-101, 247 Park,

L. B. S. Marg, Vikhroli (West),

Mumbai - 400 083. India

Telephone No.: [phone]

Fax No.: [phone]

E-mail: [e-mail]

CONTENTS.........................................................	Page No.
Notice ........................................................................................	02
Director's Report ......................................................................	12
Management Discussion and Analysis Report..........................	35
Corporate Governance Report .................................................	38
Auditors' Certificate on Corporate Governance Compliances...56
STANDALONE FINANCIAL STATEMENTS
Auditors' Report ........................................................................	57
Balance sheet ...........................................................................	66
Statement of Profit & Loss ........................................................	67
Cash Flow Statement ...............................................................	68
Statement of changes in Equity.................................................	69
Notes to Financial Statement ....................................................	71
CONSOLIDATED FINANCIAL STATEMENTS
Auditors' Report on Consolidated Accounts.............................	115
Consolidated Balance sheet...................................................	122
Consolidated Statement of Profit & Loss.................................	123
Consolidated Cash Flow Statement........................................	124
Consolidated Statement of changes in Equity.........................	125
Notes to Consolidated Financial Statement.............................	127

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WANBURY LIMITED

33rd Annual Report 2020-2021

N O T I C E

Notice is hereby given that the Thirty Third (33rd) Annual General Meeting of the Members of Wanbury Limited will be held on Monday, 27th day of September, 2021 at 11:30 A.M. through Video Conferencing (VC)/Other Audio Visual Means (OAVM) to transact the following business, with or without modifications.

ORDINARY BUSINESS:

1. To receive, consider and adopt:
2. 1. the Standalone Audited Financial Statements of the Company for the Financial Year ended 31st March, 2021 along with the Reports of Board of Directors and Auditors thereon; and
   2. the Consolidated Audited Financial Statements of the Company for the Financial Year ended 31st March, 2021 along with the Report of the Auditors thereon.
3. To appoint a Director in place of Mr. K. Chandran (DIN - 00005868), who retires by rotation at the ensuing Annual General
   Meeting and being eligible, offers himself for re-appointment.
4. To consider and, if thought fit, to pass with or without modification (s), the following resolutions as an ORDINARY
   RESOLUTION
   "RESOLVED THAT, pursuant to the provisions of Sections 139, 141, 142 and all other applicable provisions of the
   Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification or re-enactment(s) thereof for the time being in force), M/s. V. Parekh & Associates, Chartered Accountants, (Firm Registration
   No. 107488W), Mumbai, be and are hereby re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of 33rd Annual General Meeting until the conclusion of the 34th Annual General Meeting, to audit the accounts of the Company for the Financial Year 2021-2022 at such remuneration and out of pocket expenses, as may be decided by the Board of Directors of the Company."

SPECIAL BUSINESS:

1. To consider and if thought fit, to pass, with or without modification (s), the following resolution as an ORDINARY
2. 1. 
      RESOLUTION:
      To ratify the remuneration payable to M/s. Manish Shukla & Associates, Cost Auditor, Mumbai, for conducting cost audit for the Financial Year 2021-2022.
      "RESOLVED THAT, pursuant to Section 148 (3) of the Companies Act, 2013 and Rule 6(2) of the Companies (Cost
      Records and Audit Rules) 2014 (including any amendments thereto or any statutory modification(s) or re-enactment
   2. thereof for the time being in force), the remuneration payable to Mr. Manish Shukla, (Membership No. 31768), of M/s. Manish Shukla & Associates, Cost Auditor, Mumbai, who were appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the Financial Year 2021-2022, amounting to ₹ 1,75,000/-
      (Rupees One Lakh Seventy Five Thousand only) plus re-imbursement of out of pocket expenses incurred by them in connection with the aforesaid audit be and is hereby ratified."
3. To consider and if thought fit, to pass, with or without modification (s), the following resolution as an ORDINARY
4. 
   RESOLUTION:
   Appointment (Regularisation) of Mr. Binod Chandra Maharana (DIN - 07095774) as Non-executive Independent Director:
   "RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the
   Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) read with Schedule IV to the Companies Act, 2013,
   ("the Act") and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Binod Chandra Maharana (DIN - 07095774), who was appointed as an Additional Director in the capacity of
   Non-Executive Independent Director of the Company by the Board of Directors with effect from 6th February, 2021 in terms of Section 161 of the Companies Act, 2013, and the Articles of Association of the Company and who holds office up to the date of the ensuing Annual General Meeting be and is hereby appointed as Non-Executive Independent Director of the Company for a term of One year i.e. from 6th February, 2021 to 5th February, 2022 and the term shall not be subject to retirement by rotation and shall be eligible for re-appointment."
5. To consider and if thought fit, to pass, with or without modification (s), the following resolution as an ORDINARY
6. 
   RESOLUTION:
   Appointment (Regularisation) of Dr. Manisha Juvekar (DIN - 09053979) as Non-executive Independent Director:
   "RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the
   Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) read with Schedule IV to the Companies Act, 2013,

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("the Act") and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Dr. Manisha Juvekar (DIN - 09053979), who was appointed as an Additional Director in the capacity of Non-Executive Independent Director of the Company by the Board of Directors with effect from 6th February, 2021 in terms of Section 161 of the Companies Act, 2013, and the Articles of Association of the Company and who holds office up to the date of the ensuing Annual General Meeting be and is hereby appointed as Non-Executive Independent Director of the Company for a term of One year i.e. from 6th February, 2021 to 5th February, 2022 and the term shall not be subject to retirement by rotation and shall be eligible for re-appointment."

Registered Office:	By Order of the Board of Directors
BSEL Tech Park, B - Wing,	For Wanbury Limited
10th Floor, Sector 30-A, Vashi,
Navi Mumbai - 400 703.
Tel.: [phone]	Jitendra J. Gandhi
Fax: [phone]
Email: [e-mail]	Company Secretary
Website: www.wanbury.com
CIN: L51900MH1988PLC048455
Vashi, Navi Mumbai, 28th June, 2021
NOTES:

1. An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 in respect of the Special Business as per Item Nos. 4 to 6 herein above, is annexed hereto and forms part of this Notice. The profile of the Directors seeking re-appointment, as required in terms of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given below.

1. Pursuant to Circular No. 14/2020 dated 8 April 2020, Circular No. 17/2020 dated 13 April 2020 and Circular No. 20/2020 dated 5 May 2020 and Circular No. 02/2021 dated 13th January, 2021 issued by the Ministry of Corporate Affairs (MCA) and Circular number SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12 May 2020 and Circular No. SEBI/HO/CFD/CMD2/ CIR/P/2021/11 dated January 15, 2021 issued by the Securities and Exchange Board of India (SEBI) (hereinafter collectively referred to as "the Circulars"), companies are allowed to hold Annual General Meeting ("AGM") through VC/OAVM, without the physical presence of members at a common venue in view of the situation arising due to COVID-19 global pandemic, social distancing is a norm to be followed. Hence, in compliance with the Circulars, the AGM of the Company is being held through VC/OAVM. The detailed procedure for participating in the meeting through VC/OAVM is annexed herewith and available at the Company's website www.wanbury.com.
2. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice. However, in pursuance of Section 112 and 113 of the Act, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.
3. Institutional/Corporate Shareholders (i.e. other than individuals/HUF/NRI etc.) are required to send a scanned copy (PDF/ JPG format) of its Board or governing body resolution/authorisation etc., authorising its representative to attend the AGM through VC/OAVM on its behalf and to vote through remote e-voting. The said resolution/authorization shall be sent to the Scrutinizer by email through its registered email address to [e-mail] with a copy marked to helpdesk.evoting@ cdslindia.com, at least 48 hours before the commencement of AGM.
4. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act and the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act, will be available electronically for inspection by the members during the AGM. All documents referred to in the Notice will also be available for electronic inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM, i.e. 27th September, 2021. Members seeking to inspect such documents can send an email to [e-mail]
5. The Register of Members and Share Transfer Books of the Company will remain closed from, Tuesday, 21st September, 2021 to Monday, 27th September, 2021 (both days inclusive) for the purpose of Annual General Meeting.
6. In case of joint holders attending the Meeting, the member whose name appears as the first holder in the order of names as per Register of Members will be entitled to vote.
7. The Members are requested to notify immediately changes, if any, in their registered address: (i) to the Company's Registrar & Share Transfer Agent, M/s. Link Intime (India) Pvt. Ltd., C-101,247 Park, L. B. S. Marg, Vikhroli (West), Mumbai - 400 083, Telephone No.: [phone], 2851 5606/5644, E-mail: [e-mail] in respect of the Shares held in Physical Form and (ii) to their Depository Participants (DPs) in respect of Shares held in Dematerialized Form.

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