To the Members,
Your Directors have pleasure in presenting their 31st 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 Company's 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 company's 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 Company's 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 Company's 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 Company's code of conduct. The Whistle Blower
Policy & Vigil Mechanism is disclosed on the Company's 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 arm's length transactions under third proviso thereto in the prescribed form AOC-2
is appended to the Board's 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 Board's 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 |
|