Wanbury : 34th Annual Report

34rd ANNUAL REPORT 2021-2022

CORPORATE INFORMATION

BOARD OF DIRECTORS

Mr. K. Chandran Mr. N. K. Puri Ms. Pallavi Shedge

Mr. Binod Chandra Maharana Dr. Manisha Juvekar

Ms. Anupama Vaidya (Appointed w.e.f. 17.03.2022)

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 Purva Sharegistry (India) Pvt. Ltd.

Unit No. 9, Shiv Shakti Industrial Estate, J . R. Boricha Marg Lower Parel (East) Mumbai - 400 011. India

Telephone No.: [phone]/8261

E-mail: [e-mail]

• Vice Chairman & Wholetime Director
• Non-ExecutiveIndependent Director
• Non-ExecutiveIndependent Woman Director
• Non-ExecutiveIndependent Director
• Non-ExecutiveIndependent Director
• Non-ExecutiveIndependent Director

CONTENTS.........................................................	Page No.
Notice .......................................................................................	02
Director's Report ......................................................................	12
Management Discussion and Analysis Report..........................	29
Corporate Governance Report .................................................	32
Auditors' Certificate on Corporate Governance Compliances...52
STANDALONE FINANCIAL STATEMENTS
Auditors' Report ........................................................................	53
Balance sheet............................................................................	64
Statement of Profit & Loss ........................................................	65
Cash Flow Statement ...............................................................	66
Statement of changes in Equity.................................................	67
Notes to Financial Statement ....................................................	70
CONSOLIDATED FINANCIAL STATEMENTS
Auditors' Report on Consolidated Accounts.............................	120
Consolidated Balance sheet....................................................	128
Consolidated Statement of Profit & Loss.................................	129
Consolidated Cash Flow Statement.........................................	130
Consolidated Statement of changes in Equity.........................	131
Notes to Consolidated Financial Statement............................	134

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WANBURY LIMITED

34th Annual Report 2021-2022

N O T I C E

Notice is hereby given that the Thirty Fourth (34th) Annual General Meeting of the Members of Wanbury Limited will be held on Wednesday, 28th day of September, 2022 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, 2022 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, 2022 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 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 at such remuneration and out of pocket expenses, as may be decided by the Board of Directors of the Company."
   SPECIAL BUSINESS:
5. To consider and if thought fit, to pass, with or without modification (s), the following resolution as an ORDINARY
   RESOLUTION:
   To ratify the remuneration payable to M/s. GMVP & Associates, LLP, Cost Accountant, Mumbai, for conducting cost audit for the Financial Year 2022-2023.
   "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 (s) thereof for the time being in force), the remuneration payable to Mr. Vishesh N. Patani, (Membership No. 30328), of M/s. GMVP & Associates, LLP, Cost Accountant, 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 2022-2023, amounting to ` 2,00,000/- (Rupees Two Lakhs only) plus re-imbursement of out of pocket expenses incurred by them in connection with the aforesaid audit be and is hereby ratified."
6. To consider and if thought fit, to pass, with or without modification (s), the following resolution as an SPECIAL RESOLUTION:
   "RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 read with Schedule V as amended upto date, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015
   {including any statutory modification(s) or re-enactment thereof, for the time being in force}, and, as per recommendation of the Nomination & Remuneration Committee, consent of the Members of the Company be and is hereby accorded for the re-appointment of Mr. K. Chandran (DIN: 00005868) as Wholetime Director of the Company for a period of three years with effect from 28th September, 2022 on such terms and conditions without any remuneration, with liberty to the Board of
   Directors (hereinafter referred to as "the Board" which term shall be deemed to include the Human Resources, Nomination and Remuneration Committee of the Board) to alter and vary the terms and conditions of the said re-appointment as it may deem fit and as may be acceptable to Mr. K. Chandran, Wholetime Director of the Company as per Schedule V to the Companies Act, 2013 or any statutory modification(s) or re-enactment thereof as under:

1. Period:
   Three years w.e.f. 28th September, 2022 with liberty to either party to terminate the appointment on three months' notice in writing to the other.
2. Remuneration: No remuneration is payable to Mr. K. Chandran as per Schedule V, Part II, read with Section 197 of the Companies Act, 2013 which says that if the company has not committed any default in payment of dues to any bank or public financial institution or non-convertible debenture holders or any other secured creditor, and in case of default, the prior approval of the bank or public financial institution concerned or the non - convertible debenture holders or other secured creditor, as the case may be, shall be obtained by the company before obtaining the approval in the general meeting.

2

1. Perquisites:
2. 1. Reimbursement of Expenses on actual, pertaining to gas, fuel, electrify and telephone.
   2. Personal Accident Insurance coverage for self as per the rules of the Company.
   3. Company's contribution towards Provident Fund and superannuation fund or annuity fund on basic salary as per the rules applicable to Senior Executives of the Company to the extent these either singly or put together are not taxable under the Income Tax Act, 1961.
   4. Gratuity payable at a rate not exceeding half a month's salary for each completed year of service as per the rules applicable to Senior Executives of the Company.
   5. Leave and encashment of leave at the end of the tenure as per the rules applicable to Senior Executives of the Company.
   6. A car for use of Company's business.
   7. Spouse accompanying on any official domestic and overseas trip will be governed as per the policy of the
      Company as applicable to Wholetime Director/Senior Executives of the Company.
   8. Fees of one corporate club in India (including Admission and Membership fees).
   9. Any other policies/benefits that are introduced by the Group from time to time as applicable at his level.

FURTHER RESOLVED THAT the aggregate of the Salary, allowances and perquisites in any financial year shall be subject to the limits prescribed from time to time under Sections 196, 197, 198, 203 and other applicable provisions of the Companies Act, 2013, if any, and Rules made thereunder read with Schedule V to the Act as may be from time to time be in force or otherwise as may be permissible under the law.

FURTHER RESOLVED THAT in any financial year comprised by the period of appointment, the Company has no profits or its profits are inadequate, the aforesaid remuneration will be minimum remuneration subject to the approval of Lenders wherever required.

FURTHER RESOLVED THAT subject as aforesaid, Mr. K. Chandran shall be governed by such other rules as may be applicable to the Senior Executives of the Company from time to time.

FURTHER RESOLVED THAT the period of office shall be liable to determination by retirement of directors by rotation.

FURTHER RESOLVED THAT the Board of Directors ("Board")/Nomination and Remuneration Committee of Directors ("NRC") of the Company be and are hereby authorized to alter and vary the terms and conditions of the said appointment including authority from time to time to determine the amount of remuneration, performance linked incentive and commission as also the type and amount of perquisites, other benefits and allowances payable to Mr. K Chandran, WTD of the Company subject to the limits prescribed under Section 197 and Schedule V to the Act (including any amendment, modification, variation or re-enactment thereof) and to do all such acts, deeds, matters and things and execute all such agreements, documents, instruments and writings as may be required in regard to the said appointment as it may in its sole and absolute discretion deem fit, to give effect to this resolution."

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
Mumbai, 22nd June, 2022
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 & 5 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.

2. 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,Circular No. 02/2021 dated 13th January, 2021 and Circular No. 2/2022 dated 5th May, 2022 issued by the Ministry of Corporate Affairs (MCA) and Circular number SEBI/HO/CFD/CMD1 /CIR /P/ 2020/79 dated 12 May

2020, Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 and Circular No. SEBI/HO/CFD/CMD2/

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