BOARD OF DIRECTORS - Bombay Stock Exchange · BOARD OF DIRECTORS Shri S.T.R. Mady Chairman Shri S....

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BOARD OF DIRECTORS

Shri S.T.R. Mady Chairman

Shri S. Jayaprakash Mady Managing Director

Dr. K. Nagarajan Director

Dr. C. Prakash Director

Shri B.P. Thyagaraj A.V.P. (Finance) & Secretary

BANKERS State Bank of India,

Dollars Colony Branch, Bangalore.

AUDITORS M/s. Rao & Swami, Chartered Accountants,

2/1, Connaught Road, Bangalore-560 052.

SHARE TRANSFER AGENT Canbank Computer Services Ltd.,

No.218, J.P. Royale, I Floor, II Main,

Sampige Road, (Near 14th Cross),

Malleshwaram, Bangalore-560003.

Phone No. : 080-23469661 / 9662

SHARES LISTED AT Bangalore Stock Exchange Limited

Bombay Stock Exchange Limited

(Listing fee paid for the year 2011-12 )

REGISTERED OFFICE 16/2, OVH Road, Basavanagudi,

Bangalore - 560 004.

CORPORATE OFFICE 163, Reservoir Street, Basavanagudi,

Bangalore-560 004.

Phones: 080-26612792/26677027

Fax: 080-26622566

MANUFACTURING UNIT 54/1, NH4, Near 39th Mile Stone,

Boodihal Village, Nelamangala Taluk,

Bangalore District, Karnataka.

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N O T I C E

Notice is hereby given that the Twenty-Second Annual General Meeting of the Members of Wintac

Limited will be held at Pai Vijay Hall, 530/58, 33rd Cross, 11th Main, 4th Block, Jayanagar, Bangalore-

560 011 on Thursday, the 27th September 2012 at 10.00 am to transact the following business:

ORIDINARY BUSINESS

1. To receive, consider and adopt the audited Balance Sheet as at 31st March 2012, the Profit

and Loss Account for the period ended on that date and the Reports of the Directors and the

Auditors thereon.

2. To appoint a Director in place of Dr.C.Prakash who retires by rotation and being eligible offers

himself for re-appointment.

3. To appoint auditors to hold office from the conclusion of this Annual General Meeting to the

conclusion of the next Annual General Meeting of the Company and to fix their remuneration.

SPECIAL BUSINESS

4. To consider and, if thought fit, to pass, with or without modification(s) the following as a

Special Resolution:

“RESOLVED THAT, subject to the provisions of Section 80, 106 and other applicable provisions,

if any, of the Companies Act, 1956 and the provisions of Memorandum and Articles of Association

of the Company and pursuant to the Special Resolution by the Members of the Company at

the extra ordinary general meeting held on 22nd April 2010 for the extension of tenure of the

3,00,000 preference shares of 100 each, consent of the Company be and is hereby accorded

for the further extension of tenure of the 2,00,000 preference shares of 100 each from 60

months from the date of allotment by another 24 months i.e., to 84 months from the date of

allotment and that if the Company desires to redeem earlier, it shall give one month notice to

the holders of such preference shares prior to the date of redemption and that all the other

terms and conditions of the preference shares stands un-altered.”

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS

ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A

PROXY NEED NOT BE A MEMBER. PROXIES IN ORDER TO BE EFFECTIVE MUST BERECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING.

2. Pursuant to the provisions of Section 205A and Section 205C of the Companies Act, 1956, the

amount of dividend remaining unclaimed or unpaid for a period of seven years from the date of

transfer to the Unpaid Dividend Account of the Company shall be transferred to the Investor Education

and Protection Fund (the Fund) set up by the Government of India and no payments shall be made

in respect of any such claims by the Fund. Accordingly, the dividend which had remained unpaid/

unclaimed for the financial years upto 2003-2004 have been transferred to the Fund.

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Regd. Office:

No. 16/2, OVH Road,

Basavanagudi,


3. The Register of Members and the Transfer Books of the Company will remain closed from 22nd

September 2012 to 27th September 2012.

4. Members holding shares in physical form and desirous of making a nomination in respect of

their shareholding in the Company, as permitted under Section 109A of the Companies Act,

1956 are requested to submit nomination in Form 2B to the Share Transfer Agents of the Company.

5. Members are requested to notify the change in their address to the Company’s Share Transfer

Agents – Canbank Computer Services Limited, R&T Centre, No.218, J.P.Royale, 1st Floor, 2nd

Main, Sampige Road (Near 14th Cross), Malleswaram, Bangalore-560 003.

6. The Ministry of Corporate Affairs, Government of India (“MCA”) (vide circular nos.17/2011 and

18/2011 dated 21st April 2011 and 29th April 2011 respectively) has undertaken a ‘Green initiative

in the Corporate Governance’ and allowed companies to share documents with its shareholders

through an electronic mode. A recent amendment to the Listing Agreement with the Stock

Exchanges permits companies to send soft copies of the Annual Report to all those shareholders

who have registered their email address for the said purpose. Members are requested to support

this Green initiative by registering/updating their e-mail address for receiving electronic

communications.

7. The explanatory statement pursuant to Section 173 of Companys Act, 1956 in respect of item

No. 4 of the Notice is annexed.

8. Details of the Directors seeking appointment/re-appointment in forthcoming Annual General

Meeting (in pursuance of Clause 49 of the Listing Agreement).

Name Date of Birth Date of Qualifications Directorships/ No.of Shares

Appointment Committee HeldMemberships

Dr.C.Prakash 22.08.1955 28.12.2000 MBBS, MD Nil 6,352

By Order of the Board of Directors

For Wintac Limited

Date : 11th August, 2012 B.P. THYAGARAJ

Place : Bangalore. A.V.P.(FINANCE) & SECRETARY

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EXPLANATORY STATEMENT IN RESPECT OF ITEM NO.4 OF THE NOTICE

PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956

The Company has, pursuant to the shareholders approval at the extra ordinary general

meeting held on 22.04.2010 extended the tenure of the 3,00,000 15% Redeemable

Cumulative Preference of 100 each amounting to 300 lakhs to 60 months from the date

of allotment and accordingly the preference shares were due for redemption in February

2012. The company has redeemed 1,00,000 preference shares during the current financial

year out of the proceeds of the rights issue. In view of the losses incurred by the Company

during the year, the balance 2,00,000 preference shares could not be redeemed and the

preference shareholder has agreed to extend the tenure by another 24 months. Accordingly,

it is proposed to extend the tenure of the preference shares by another 24 months with an

option to the Company to redeem earlier with one month prior notice to the preference

shareholder. Alteration of the terms of preference shares requires the approval of the

shareholders in terms of Section 80 of the Companies Act, 1956. The Board of Directors,

therefore, recommend passing of the Special Resolution at Sl.No.4 set out in the Notice.

The Board recommends the resolution to the members for their approval. The consent of

the preference shareholders for the extension of tenure is available for inspection of Members

on any working day during the office hours at the Registered Office of the Company from

the date of this notice up to the date of Annual General Meeting.

None of the Directors of the Company is concerned or interested in the resolution.

By Order of the Board of Directors

For Wintac Limited

Date : 11th August, 2012 B.P. THYAGARAJ

Place : Bangalore. A.V.P.(FINANCE) & SECRETARY

Regd. Office:

No. 16/2, OVH Road,

Basavanagudi,


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DIRECTORS’ REPORT

To the Shareholders

The Directors have pleasure in presenting the Twenty-second Annual Report together with

the Audited Accounts for the year ended 31st March, 2012.

Financial Performance

For the year ended For the year ended

31-March, 2011 31-March, 2012

Gross Sales 2777.86 2593.41

Excise Duty 111.31 166.53

Net Sales 2666.55 2426.88

Other Income 9.94 16.34

Total Revenue 2676.49 2443.22

Total Expenditure 2177.20 2485.53

Operating Profit/(Loss) 499.29 (42.31)

Interest 249.94 299.91

Profit/(Loss) before Depreciation (PBDT) 249.35 (342.22)

Depreciation 171.22 196.12

Net Profit 78.13 (538.34)

Operations

The operating results of the Company during the year as compared to the previous year

are not satisfactory. This is mainly due to (i) Shut down of the Manufacturing Plant for two

months for up-gradation of the Plant resulting in loss of revenue of nearly 300 lakhs and

the one time up-gradation cost of approx. 75 lakhs and (ii) stoppage of commercial supplies

to US Market. The turnover of the Company during the year under review was 2426.88

lakhs to as compared to 2666.55 lakhs during the previous year, a decline of 8.99% over

previous year. The net loss during the year was 538.34 lakhs as compared to a net profit

of 78.13 lakhs during the previous year.

Lakhs

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The Manufacturing Plant at Nelamangala was re-inspected by USFDA during September

2011. There were eight observations from the USFDA and consequently we had to suspend

the export supplies to US. The Company sent in the compliance report/response to all

eight observations during November and December 2011. However, USFDA was not satisfied

with our compliance report in respect of three observations and issued a Warning Letter in

February 2012. However, USFDA accepted our compliance report in respect of five

observations. The Company has appointed a leading US based consultant Lachman

Consultants to address the issues raised by USFDA. Until we resolve the issues with USFDA,

the commercial supplies to US market cannot be resumed and this will affect our operating

results during the current year also. A detailed response to the Warning Letter has been

sent to USFDA and we are hopeful of resolving the issues and commence the commercial

supplies towards end of the current financial year.

Directors

Dr.C.Prakash, Director retires by rotation and being eligible offers him-self for re-appointment.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a Management

Discussion and Analysis statement, Corporate Governance Report and Auditors’ Certificate

on the compliance of conditions of Corporate Governance are made a part of the Annual

Report.

Rights Issue

The Company, during the year on 6th July 2011, issued 14,85,342 Equity shares of ` 10

each at a price of ` 33 per share on Rights issue basis and the total amount raised was `

490.16 Lakhs. The issue proceeds were utilised for the intended use i.e. (I) Repayment of

Loans ` 375.00 Lakhs, (II) Redemption of perference shares ` 100 Lakhs and (III) Meeting

the issue expenses of ` 15.16 Lakhs.

Directors’ Responsibility Statement

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, the Directors

hereby confirm that :

l in the preparation of the annual accounts for the year 2011-12, the applicable accounting

standards have been followed along with proper explanation relating to material

departures;

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l they 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 and of the

profit or loss of the company for that period;

l they have taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of the Companies Act, 1956 for safeguarding

the assets of the company and for preventing and detecting fraud and other irregularities;

l they have prepared the annual accounts on a going concern basis.

Personnel

There were no employees drawing remuneration during the year in excess of the limits

specified under Section 217 (2A) of the Companies Act 1956 read with the Companies

(Particulars of Employees) Rules, 1975.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/

Outgo

In pursuance of the provisions of Section 217(1)(e) of the Companies Act, 1956 read with

Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors)

Rules, 1988, the particulars relating to conservation of energy, technology absorption and

foreign exchange earnings and outgo are annexed to the Report.

Auditors

The Auditors M/s Rao & Swami, Chartered Accountants retire at the forthcoming Annual

General Meeting and being eligible offer for reappointment.

Acknowledgement

The Board places on record its appreciation for the continued cooperation and support

received from the Medical Profession, various Government Agencies, Shareholders, Business

Associates, Employees, Depositors and Bankers.

For and on behalf of the Board of Directors

Date : 11.08.2012 S.T.R.MADY

Place : Bangalore CHAIRMAN

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ANNEXURE TO THE DIRECTORS’ REPORT

Information under Section 217(1)(e) of the Companies Act, 1956 read with the Companies

(Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 and forming

part of the Directors’ Report for the period ended 31st March, 2012.

I. CONSERVATION OF ENERGY

The Company continues to explore measures which will help in conservation and saving

of energy.

FORM – A

A. Power and Fuel Consumption

2010-11 2011-12

1. Electricity

a. Purchased units KWH 17,31,584 20,10,950

Total Amount Lakhs 92.86 114.22

Rate/Unit 5.36 5.68

b. Own Generation

Diesel Generators:

Units KWH 3,46,710 3,15,752

Units/per Litre of Diesel 2.60 2.42

Cost/unit 13.96 17.89

2. Coal Tonnes - -

3. Furnace Oil Quantity Kilolitre - -

4. Other/Internal Generator (Brickets)Kgs 26,99,394 28,84,385

Rate/Kg 3.90 3.90

Total Amount Lakhs 105.28 112.49

B. Consumption per unit of Production

Total Production : Capsules (Nos) Sterile Products (Ltrs)

2010-11 2011-12 2010-11 2011-12

(Outsourced)

8.43 lakhs 71.99lakhs 4.14 Lakhs 3.51 lakhs

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FORM – B

II RESEARCH AND DEVELOPMENT (R&D)

i. Specific Areas in which R&D carried out : i. Formulation development activity for the

Domestic Market as well as for Export

Markets i.e., USA, Canada, Australia,

Europe and North American Markets.

ii. Development and transfer of the

manufacturing technology.

iii. Process Improvement and technology up-

gradation to improve production

efficiency.

ii. Benefits derived as a result of the above : i. ANDA filed for Six Injectables and Seven

Ophthalmic Products with USFDA for

different customers.

ii. Four ophthalmic preparation are

registered in North America.

iii. Two injectable formulation and one

ophthalmic product approved by USFDA.

iii. Future Plant of Action : i. Eigtht Nasal spray formulation proposed

to be launched in US Market as OTC

Products.

ii. Up-gradation of R&D Facility.

iv. Expenditure on R&D :

a. Capital 128.33 lakhs

b. Recurring 185.18 lakhs

c. Total 313.51 lakhs

d. Total R&D expenditure as a

percentage of total turnover 12.92%

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Technology Transfer from US to Wintac is in

progress for Ophthalmic and Injectable

products for the manufacture and supply to

US Market.Technology transfer also in

progress for the products to be marketed in

European Market.

Technical capability of the personnel

strengthened to handle more project and also

to facilitate registration of the product in Highly

regulated market.

Nil

N.A.

N.A.

N.A.

740.22 Lakhs

247.10 Lakhs

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

i. Efforts in brief, made towards

technology absorption, adaptation

and innovation.

ii. Benefits derived as a result of the above.

iii. In case of imported technology (imported

during The last 5 years reckoned from

the beginning of The financial year),

following information may be given

Technology imported

Year of import

Has technology been fully absorbed ?

If not fully absorbed, areas where this

has not taken place, reasons therefor

and future plans of action

III FOREIGN EXCHANGE EARNINGS

AND OUTGO

Foreign Exchange earned

Foreign Exchange used

:

:

:

:

:

:

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MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY STRUCTURE AND DEVELOPMENTS, OPPORTUNITIES, THREATS AND

OUTLOOK

The Financial Year 2011-12 was a challenging year. The global economy and the Indian

economy witnessed lower economic growth resulting primarily from Euro Zone debt crisis,

high oil prices and higher interest rates.

The Indian economy is estimated to have grown 6.5% in 2011-12 as against 8.4% in 2010-

11. The lower GDP growth was primarily on account of combination of global economic

headwinds, inflation, period interest rate hikes, infrastructural slow down and sharp

depreciation of the Indian Rupee against the US Dollar.

The Global pharmaceutical industry is also facing pressure due to a number of factors like

patent expiry, diminishing R&D pipeline of new drugs, regulatory challenges and pricing

pressure across the globe. There has been a shift of focus towards the emerging markets

of Asia, Africa and Latin America which are growing much higher than the leading markets

of North America, Japan & Europe. The generic segment growth continued to outpace

branded drugs with several drugs loosing patent protections.

The Indian Pharmaceutical market is growing steadily and the year 2011-12 was yet another

year of robust growth. The Indian Pharmaceutical industry grew by around 15% during

2011-12. The higher growth could be attributed to high penetration into rural areas,

increasing purchasing power of consumers, etc.

The year 2011-12 was a challenging year for Wintac Limited. The operations of your

Company during the year were not satisfactory due to stoppage of supplies to US Market

due to Regulatory Issues. The manufacturing facility was re-inspected by the US Regulatory

authorities (USFDA) and there were few critical observations. The Compliance Report to

the critical observations sent by the Company was not fully accepted by the USFDA and

issued a Warning Letter which resulted in stoppage of supplies to US Market. Necessary

steps have been initiated and a detailed report has been sent to USFDA and we expect the

resolved the warning letter issue as early as possible. The Manufacturing Plant also took a

shut-down for nearly two months for up gradation purposes which also affected the operating

results severely. The turnover during the year was 2427 lakhs as compared to 2666

lakhs during the previous year, a decline of 8.99%. The loss during the year was 538

lakhs as compared to a profit of 78 lakhs during the previous year.

RISKS AND CONCERNS

The major activity of the Company is contract manufacturing of the pharmaceutical

formulations for the domestic market and for export market. Margins would be under pressure

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due to ever increasing input costs and competitive market conditions. Further, the cost of

operations would be higher for maintaining the International Quality Standards and the

time-lag between development of products and commencement of commercial supplies

would also be longer. There could be a possibility of price reduction in the global generic

market over a period of time due to increased competition.

INTERNAL CONTROL SYSTEMS

The Company has adequate Internal Control System commensurate with its size and nature

of business. The Internal controls are regularly audited by an external firm of Chartered

Accountants. The internal audit programme aims at reasonable reassurance of operating

controls and continuously upgrading controls to meet requirements of the changing

environment. The Audit Committee oversees the internal audit function and facilitates the

management to take pre-emptive steps to minimize exceptions based on the materiality of

transactions.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

The operations during the year reported a net profit loss of 538 lakhs. During the year

the Company obtained a sanction for a fresh term loan of 250 lakhs for capital expenditure

purposes from the company’s bankers. Servicing of all the existing debt obligation were

done on time. The total interest cost for the year was 299.91 lakhs as against 249.94

lakhs during the previous year. The increase in interest cost during the year was due to

higher interest rate as well as higher amount of borrowings for capital expenditure purposes.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

As on 31st March 2012, there were 204 employees on the rolls of the Company and the

relationship with the employees has been very cordial.

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CORPORATE GOVERNANCE

The Report on Corporate Governance is pursuant to Clause 49 of the Listing Agreement

entered into with the Stock Exchanges and forms a part of the report of the Board of

Directors. The Company has complied with the applicable requirements of Clause 49 of

the Listing Agreement.

1. Corporate Governance Philosophy

Wintac Limited is committed to high standards of Corporate Governance in all its

activities and processes. The Company believes that good corporate governance

practices enable the management to direct and control the affairs of the Company in

an efficient manner and to achieve the Company’s goal of maximising value for all its

stakeholders.

2. Board of directors

The Board comprises of Four Directors and the Chairman is a non-executive Director.

Fifty percent of the total strength of the Board of Directors is independent. The number

of Non-executive Directors is more than 50% of the total number of Directors. None of

the Directors on the Board is a member in more than 10 Committees and Chairman of

more than 5 Committees across all the companies in which they are Directors. The

Directors have made the necessary disclosures regarding committee positions. The

Company has not had any pecuniary relationship and transaction with any of the Non-

Executive Directors during the year under review.

The names and categories of the Directors on the Board, their attendance at Board

Meetings during the year and at the Last Annual General Meeting as also the number

of Directorships and committee Memberships held by them in other companies are

given below:

Names

S.T.R.Mady Promoter

Non-Executive 9 Yes - - - -

S.Jayaprakash Promoter

Mady Executive 9 Yes - - - -

K.Nagarajan Independent


C.Prakash Independent


Category

No. of BoardMeetings

attended during2011-12

WhetherAttendedAGM held

on26.9.2011

No. of Directorship inother Public Limited

Companies

No. of Committeepositions held in other

Public Limited Companies

Chairman Member Chairman Member

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Nine Board meetings were held during the financial year 2011-12 and the gap between

two meetings did not exceed four months. The dates on which the Board Meetings

were held are as follows:

May 4th 2011 (9.00am) May 4th 2011(4.00pm) July 6th 2011,

August 13th 2011 August 26th 2011 September 26th 2011

November 14th 2011 January 10th 2012 & February 9th 2012.

3. Code of Conduct

The Company has adopted the code of conduct for all the Board Members and senior

management of the Company and is posted on the Company’s website. All the Board

members and senior management of the Company have affirmed compliance with the

Code of Conduct of the Company as at 31st March 2012. A declaration duly signed by

the Managing Director is annexed hereto.

4. Audit Committee

The scope and the terms of reference of the Audit Committee is as set out in Clause 49

of the Listing Agreements with the Stock Exchanges which, inter alia, includes the

following:

i. Overseeing the Company’s financial reporting process and the disclosure of its

financial information.

ii. Reviewing with the management the quarterly and annual financial statements

before submission to the Board

iii. Reviewing with the management, external and internal auditors the adequacy of

internal control systems, adequacy of internal audit function, etc.

iv. Discussion with the external auditors on the nature and scope of audit, review the

comments in their management letter, etc.

The composition of the Audit Committee and the details of meetings attended by the

Directors are given below:-

Names of Members Category No. of Meetings attended

during the year 2011-12

Dr.C.Prakash, Chairman Independent 6

Non-Executive

Mr.S.T.R.Mady Promoter 6

Non-Executive

Dr.K.Nagarajan Independent 6

Non-Executive

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Audit committee meetings are attended by the Managing Director and Head of Finance

Department. Statutory Auditors and Internal Auditors attended the meeting held on

August 26, 2011. The Company Secretary acts as the Secretary of the Audit Committee.

Six Audit Committee meetings were held during the year on the following dates:

May 4th 2011, August 13th 2011, August 26th 2011,

September 26th 2011, November 14th 2011 & February 9th 2012.

The necessary quorum was present at the meetings.

5. Remuneration Committee:

The company has constituted a Remuneration committee. The broad terms of reference

of the remuneration committee are to recommend to the Board the salary, perquisites

and commission paid to the Company’s Managing/Whole time Directors.

The following Directors are the members of the Remuneration Committee



Dr.K.Nagarajan, Chairman Independent

Non-Executive 1

Mr.S.T.R.Mady Promoter

Non-Executive 1

Dr.C.Prakash Independent

Non-Executive 1

One remuneration committee meeting was held during the financial year on 26-08-2011

Remuneration Policy:

The company while deciding the remuneration package of the Senior Management

members takes into consideration (a) Employment Scenario (b) Remuneration package

of the industry. The Company pays sitting fees of `̀̀̀̀ 2500 per Board Meeting to Non-

Executive Directors.

The Company pays remuneration to the Managing Director by way of Salary and

Perquisites within the limits recommended by the remuneration Committee and approved

by the Board of Directors and Shareholders.

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Remuneration paid during 2011-12:

Non-Executive Directors:

Name of the Director Sitting Fees

( `̀̀̀̀)

Shri.S.T.R.Mady 22,500

Dr.K.Nagarajan 22,500

Dr.C.Prakash 22,500

Managing Director :

Name Salary Perquisites Stock Options

Shri.S.Jayaprakash Mady `̀̀̀̀ 12,20,000 ` ` ` ` ` 3,86,400 Nil

Perquisites include House rent allowance and Company’s contribution to Provident Fund.

Period of Contract – 5 years from 01.02.2008. The contract may be terminated by

either party giving the other party six months notice. Severance fee - Nil

Details of Equity Shares of the Company held by Non-Executive Directors as on

March 31, 2012 are as under:

Name of the Director No. of Shares

Mr.S.T.R.Mady 4,07,750

Dr.K.Nagarajan 12,000

Dr.C.Prakash 6,352

6. Shareholders committee:

The composition of the committee and the details of the meetings attended by the

Directors are given below:



Dr.K.Nagarajan, Chairman Independent

Non-Executive 6

Mr.S.T.R.Mady Non-Independent

Non-Executive 6

Dr.C.Prakash Independent

Non-Executive 6

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Six meetings of the Investors Grievance redressal committee were held during the

year 2011-12 on the following dates :-

May 4th 2011, August 13th 2011, August 26th 2011,

September 26th 2011, November 14th 2011 & February 9th 2012.

No. of complaints from Shareholders from 01.04.2011 to 31.03.2012 - 1

Complaints not solved to the satisfaction of the shareholders as on 31.03.2012 - Nil

No. of pending share transfers as on 31.03.2012 - Nil

Name, designation and address of Compliance officer: Shri.B.P.Thyagaraj,

AVP(Finance) & Secretary, 163, Reservoir Street, Basavanagudi, Bangalore-560 004.

Phone No.080-26677027, Fax No.080-26622566, Email - [email protected]

7. General body meetings:

Location and time where last three Annual General Meetings were held :-

Financial Year ended Date & Time Venue

31st March, 2009 29.09.2009 at 10 am Pai Vijay Hall

530/58, 33rd Cross, 11th Main,

31st March, 2010 09.09.2010 at 10 am Jayanagar, Bangalore-560 011.

31st March, 2011 26.09.2011 at 10 am —— do——

Whether Special Resolutions:

a. Passed in the previous three Annual General Meetings - No

b. Were put through postal ballot last year - No

c. Are proposed to be conducted through postal ballot - No

8. DISCLOSURES:

(a) Related Party Transactions: During the year under review, besides the transactions

reported elsewhere in the Annual Report, there were no other material related

party transactions of the Company with its promoters, Directors or the management

or their subsidiaries or relatives that may have potential conflict with the interest

of company at large. Further there are no material individual transactions that

are not in normal course of business or not on an arm’s length basis.

(b) The Company follows Accounting Standards issued by the Institute of Chartered

Accountants of India and in the preparation of financial statements, the Company

has not adopted a treatment different from that prescribed in any accounting

standard.

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(c) The Company has complied with the requirements of the Stock Exchanges/SEBI

and statutory authority on all matters related to capital markets during the last

three years. No penalties or strictures imposed on the company by these

authorities.

(d) The Company has complied with all the mandatory requirements of Clause 49 of

the Listing Agreement with the Stock Exchanges relating to Corporate Governance.

9. MEANS OF COMMUNICATIONS:

The quarterly and half years results are published in Financial Express and Sanjevani

Newspapers and are also displayed at Company’s website. These are not sent

individually to the Shareholders.

The management discussion and Analysis report forms part of this Annual report.

10. GENERAL SHAREHOLDERS INFORMATION

l AGM date, time and Venue - 27th September, 2012 at 10.00 am at Pai Vijay Hall,

530/58, 33rd Cross, 11th Main, 4th Block, Jayanagar,

Bangalore-560 011.

l Financial Year - April 2011 to March 2012

l Date of Book Closure - 22nd September 2012 to 27th September 2012

l Dividend payment date - N.A.

l Listing on stock exchange - Bangalore Stock Exchange Ltd., JC Road,

Bangalore-560 027.

BSE Limited, P.J. Towers, Dalal Street,

Mumbai-400 001. Stock Code: 524758 .

The Company has paid the listing fee to stock

exchanges

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Share Performance of the Company

0

5000

10000

15000

20000

25000

April '11

May

'11

June

'11

July '1

1

Aug

.'11

Sep

t.'11

Oct.'1

1

Nov

.'11

Dec

.'11

Jan.'12

Feb.'12

Mar.12

Sensex

0.00

10.00

20.00

30.00

40.00

50.00

Share

Price

Market price data:

High, Low of market price of the company’s shares traded on the Stock Exchange,

Mumbai during each month in last financial year (2011-12) and performance in

comparison to BSE Sensex :-

Period Company’s Share Price

High Low

April 2011 41.40 36.80

May 2011 45.15 34.00

June 2011 38.95 32.15

July 2011 37.35 32.00

August 2011 40.05 29.10

September 2011 44.00 29.00

October 2011 38.80 30.05

November 2011 39.70 25.60

December 2011 32.90 21.20

January 2012 29.45 22.70

February 2012 34.80 25.30

March 2012 32.25 30.45

20

Range of Holdings No. of Holders Amount ( )

Upto 5000 6008 74,50,770

5001 10000 151 12,76,030

10001 50000 97 22,96,160

50001 100000 18 12,48,820

100001 and above 28 4,97,70,640

Total 6302 6,20,42,420

Dematerialisation of Shares and liquidity: 52,41,297 Shares (87% of paid up capital) has been dematerialised as on 31.03.2012

Outstanding GDR’s/ADR’s/Warrants or any convertible instruments – Nil

Plant location : The Company’s plant is located at 54/1, NH4 Near 39th Mile, Boodhial Village, Nelamangala Taluk, Bangalore Dist.,Karnataka

Address of correspondence: Shareholders can correspond with the Registrar and Share Transfer Agents at the addressed mentionedabove. The Shareholders may also contact Mr.B.P.Thyagaraj, Asst.V.P.(Finance) & Secretary at the Registered office of the Companyfor any assistance.

DECLARATION

I, S.Jayaprakash Mady, Managing Director of Wintac Limited hereby declare that all the members of the Board of Directors and the SeniorManagement personnel have affirmed compliance with the Code of Conduct, for the year ended March 31 2012.

Registrars and Share Transfer Agents:

Canbank Computer Services Ltd., No.218, J.P. Royale, 1st Floor, 2nd Main, Sampige Road (Near

14th Cross), Malleswaram, Bangalore-560003. Email: [email protected]

Share Transfer System:

Share Transfers in physical form can be lodged either with the Company at the Registered office or

with the Registrar and Share Transfer Agents of the Company. The transfers are normally processed

within 15 days from the date of receipt, if the documents are complete in all respects.

The distribution of Shareholding as on 31.03.2012 is as follows: -

AUDITOR’S CERTICIATE ON CORPORATE GOVERNANCETo:The Members of Wintac LimitedWe have examined the compliance of conditions of Corporate Governance by Wintac Limited for the year ended March 31, 2012, as stipulated in clause49 of the Listing Agreement of the said company with the Bangalore and Bombay Stock Exchanges.The Compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to the procedures andimplementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance as stipulated in the said clauseand the representations made by the Directors and the Management. It is neither an audit nor an expression of the opinion on the financial statements ofthe Company.In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has generally complied withthe conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement.As required by the Guidance Note issued by the ICAI, we have to state that in respect of investor grievances received during the year ended March 31, 2012,no investor grievances are pending against the Company as on March 31, 2012, as per the records maintained by the Investors Grievance RedressalCommittee and certificate of the Registrars.We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which themanagement has conducted the affairs of the Company.

For Wintac Limited

S.Jayaprakash Mady

Managing DirectorPlace : BANGALOREDate : 11th August, 2012

Place : BANGALOREDate : 11th August, 2012

FOR RAO & SWAMIChartered Accountants [FRN 003105S]

(N. Ramesh) Partner M.no : 16153

21

AUDITORS’ REPORT TO THE MEMBERS OF WINTAC LIMITED

We have audited the attached Balance Sheet of WINTAC LIMITED as at 31st March 2012 and also

the Profit and Loss Account and Cash Flow Statement of the company for the year ended on that

date annexed thereto. These financial statements are the responsibility of the management of

Wintac Limited. Our responsibility is to express an opinion on these financial statements based on

our audit.

We have conducted our audit in accordance with the generally accepted auditing standards in

India. Those Standards require that we plan and perform the audit to obtain reasonable assurance

whether the financial statements are prepared, in all material respects, in accordance with an

identified financial reporting framework and are free of material misstatements. An audit includes,

examining on a test basis, evidence supporting the amounts and disclosures in the financial

statements. An audit also includes assessing the accounting principles used and significant estimates

made by management, as well as evaluating the overall financial statement presentation. We

believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors’ Report) Order, 2003 issued by the Central Government

in terms of sub section (4A) of Section 227 of the Companies Act 1956, we enclose in Annexure-

I a statement on the matters specified in paragraphs 4 read with paragraph 5 of the said Order

in so far as applicable to the company.

2. Further to our comments in Annexure-I referred to in paragraph 1 above we state that:

a. We have obtained all the information and explanations which to the best of our knowledge

and belief were necessary for the purpose of our audit.

b. In our opinion, proper books of account as required by law have been kept by the

Company so far as it appears from our examination of these books.

c. The Balance Sheet, Profit and Loss Account and Cash Flow Statement referred to in this

report are in agreement with the books of account.

d. In our opinion the Balance Sheet, Profit and Loss Account and Cash Flow Statement

referred to in this report substantially comply with the Accounting Standards referred to in

Subsection (3C) of Section 211.

e. Without qualifying our opinion we draw your attention to the following Notes forming part

of the Accounts for the year ended 31st March, 2012 containing representations made by

the management relied upon by us in the absence of independent documentation/evidence

in this regard and evidence to the contrary:

i Note 10.1 regarding non provision for diminution in value of investment of

90,00,000 in the Joint Venture Company Medispec Pharmaceutical (P) Ltd. though

its net worth has fully eroded and that no exposure is anticipated in respect of the

corporate guarantee of 20 lakhs issued in favour of the joint venture company’s

bankers for the reasons stated therein, Note 12.1 regarding balance of 7,95,92,226

due from the aforesaid company, considered good for recovery. We are unable to

express our opinion on the same as it is contingent on future performance of the

said company. Further, the present arrangement with the other company, which

22

has resulted in the balance of 7,95,92,226 may require proper ratification from

the joint venture partner, in view of the expiry of original joint venture agreements

and the subsidiary agreements there under;

ii Note 12.2 (a) that provision of 283 lakhs now held is considered adequate in

respect of sum of 3,00,78,845 due from erstwhile subsidiary;

iii Note 12.2 (b) that advance of 1,32,85,000 to Preference shareholder is considered

good;

iv Notes 19.1 detailing the claims against the company not acknowledged as debts

(including demands of 464.72 lakhs in respect of taxes and penalties upheld by

lower appellate authorities and under appeal by the company). in respect of which

the management expects favourable orders.

v Note 20.1 regarding method followed for recognition of revenue from Formulation

Development Fee.

vi Note 28.9 (a) regarding methodology of classification of assets and liabilities as

either long term or short term.

vii Note 28.9 (b) that Management’s assessment of the impact from the ongoing

reconciliations will not be significant.

f. In our opinion and to the best of our information and according to the explanations given

to us, the accounts, read together with accounting policies and notes forming part thereof,

give the information required by the Companies Act, 1956, in the manner so required and

give a true and fair view in conformity with the accounting principles generally accepted in

India:

i In so far as it relates to the Balance Sheet, of the state of affairs of the company

as at 31st March 2012;

ii In so far as it relates to the Profit and Loss Account, of the Loss for the year ended

on that date;

iii In the case of the Cash Flow Statement, of the cash flows for the year ended on that

date.

3. We report that no director of the company is disqualified from being appointed as a director

under Section 274(1)(g) of the Companies Act,1956 by virtue of the directorship in this company.

In respect of directorships in other companies representations have been received from the

Directors and taken on record by the Board, that they are not subject to disqualification u/s.

274(1)(g) of the Companies Act, 1956 as on 31st March 2012.

For RAO & SWAMI

Chartered Accountants

(FRN003105S)

(N.Ramesh)

Place : BANGALORE M No: 16153

Date : 02-06-2012 PARTNER

23

ANNEXURE REFERRED TO IN PARAGRAPH (1) OF OUR REPORT OF EVEN DATE

RE: WINTAC LIMITED

1) Fixed Assets:

a) The company is maintaining a Fixed Asset Register, which shows full particulars including

quantitative details and location of the fixed assets recorded therein. However the same

requires to be brought up to date.

b) The physical verification of fixed assets and comparison with book records has not been

carried out during the year. In our opinion all assets must be verified at least once in

every three years and physical verification should be properly documented.

Attention is drawn to Note 9.4 forming part of Accounts In the absence of updated

records and physical verification, we have relied upon the representation of the

management that the discrepancy in the fixed assets requiring adjustment in the financial

books will not be material.

2) Inventory:

a) According to the information and explanations furnished to us, physical verification has

been conducted by the management during the year/as at the year end of inventory in its

possession. The stock in the possession of third parties has been verified by the

management with reference to certificates furnished by them and/or other relevant

documents. Materials in transit have been taken as per records. In our opinion the frequency

of verification is reasonable considering the size of the company and nature of its business.

b) In our opinion, the procedures of physical verification of stock are reasonable and adequate

in relation to the size of the company and nature of its business.

c) The company has a system of maintaining proper records for inventory except for stores

to the extent of 43.26 lakh. As informed to us, the discrepancies noticed on physical

verification as compared to book records are not material and have been properly dealt

with in the books of account. In respect of stores, the balance is as per inventory taken

and valued by the management. In respect of goods lying with third parties the balances

are taken as per declarations received. We are of the opinion that system of maintaining

records in respect of inventory requires to be strengthened.

3) Loans from/to parties listed in the Register maintained under Section 301 of the Companies

Act,1956:

According to the information and explanations furnished to us, no loans secured or unsecured,

have been granted or obtained from companies, firms or other parties listed in the Register

maintained under Section 301 of the Companies Act, 1956 except for an inter corporate deposit

of 400 lakh obtained in an earlier year from a company in which a director of the company is

a director and the balance in the said account as on 31-03-2012 is 39,11,616. The interest

paid on the deposit during the year is found to be reasonable and in terms of the information

furnished to us, the other terms and conditions are not prejudicial to the interests of the

24

company and the balance which is repayable on demand has not been fallen due for repayment.

4) Internal Control for the purchase of inventory and fixed assets and for the sale of goods

According to the information and explanations furnished to us, taking into consideration that

some items are of special nature for which comparative alternative quotations cannot be

obtained there are prima facie adequate internal control procedures commensurate with the

size of the company and nature of its business for the purchase of inventory and fixed assets

and for the sale of goods. While no major failure to correct weaknesses in internal control in

the above areas have been identified, the procedures and controls have not been documented

and the accounting processes still require to be streamlined.

5) Transactions that need to be entered in the register maintained under Section 301 of the

Companies Act, 1956:

a) Our audit has not disclosed any transactions exceeding the value of five lakh rupees

during the financial year in respect of any party that need to be entered in the register

maintained under Section 301 and not having been so entered.

b) Hence our reporting whether each of such transactions have been made at prices which

are reasonable having regard to the prevailing market price for such goods, materials or

services does not arise.

6) Fixed Deposits:

The Company has generally complied with the provisions of Sections 58A and 58AA of the

Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975 with regard to

deposits accepted from the public. No order has been passed by the Company Law Board,

National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

7) Internal Audit:

An external firm of Chartered Accountants has done the internal audit for the year under

review. The internal audit system needs to be strengthened through proper follow up so as to

be commensurate with the size of the company and nature of its business.

8) Cost Records:

We have broadly reviewed the system for maintenance by the company of books of account

pursuant to the order made by the Central Government for maintenance of cost records under

Section 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima facie the

system provides for generation/maintenance of prescribed accounts and records. However we

have not made a detailed examination to determine whether these records are accurate and

complete.

9) Statutory Dues:

a) The company is generally found to be depositing the undisputed statutory dues (as

ascertained and provided in its books) in respect of Provident Fund, Investor Education &

Protection Fund, Employees’ State Insurance, Income tax, Sales Tax, Excise Duty,

Customs Duty, Service Tax, etc. though there may be some delay. As per the books,

25

arrears outstanding for period of more than six months from the date they became payable

are 7.79 lakh in respect of Excise Duty and 21.99 lakh in respect of Income Tax

Deducted at Source.

b) Regarding disputed statutory dues, we are informed that Note 19 gives full particulars of

dues not deposited on account of dispute/ settlement proceedings.

10) Whether accumulated loss exceeds fifty percent of the Net Worth:

As per the financial statements under report :

a) The accumulated loss as at the end of the financial year does not exceed fifty percent of

the Net Worth.

b) The company has incurred cash loss during the financial year covered by our audit. The

company has not incurred cash loss in the immediately preceding financial year.

11) Loan Defaults :

The company has not defaulted in repayment of dues to its bankers. The company has not

borrowed from any financial institution nor issued debentures.

12) Corporate Guarantees:

In our opinion, the terms and conditions on which the company had given guarantee in earlier

year, in the usual course of business, for working capital finance taken by its associate from

a bank are not prejudicial to the interest of the company.

13) Application of Term Loans:

As per our information the term loans availed during the year have been applied/are in the

process of being applied for the purposes for which they have been obtained.

14) Funding of Investments:

The long-term investments held by the company are backed by long-term funds. The company

is not holding any short-term investments.

15) Preferential Allotment of Shares:

The company has not made any preferential allotment of shares during the year.

16) Frauds:

According to the information and explanations furnished to us no fraud on or by the company

has been noticed or reported during the year.

17) Considering the nature of the company’s business and the transactions during the year, the

provisions of clauses (i)(c),(xii), (xiii), (xiv), (xviii), (xix) and(xx) of paragraph 4 of the Companies

(Auditor’s Report) Order are not found applicable to the company for the year under review.

For RAO & SWAMI

Chartered Accountants

(FRN003105S)

(N.Ramesh)

M No: 16153, PARTNERPlace : BANGALORE

Date : 02-06-2012

26

For and on behalf of the board, As per our report of even dateFor WINTAC LIMITED For RAO & SWAMI

Chartered AccountantsF R N NO. 003105 S

S.T.R. MADY S JAYAPRAKASH MADY N.RAMESHChairman Managing Director Partner

DR.K.NAGARAJAN M. No. 16153

Place : Banagalore DR.C.PRAKASH B.P.THYAGARAJ Place : BanagaloreDate : 02.06.2012 Directors A.V.P. (Finance) & Secretary Date : 02.06.2012

I. EQUITY AND LIABILITIES

(1) Shareholder’s Funds

Share Capital 1 8,02,97,920 7,54,44,500

Reserves and Surplus 2 13,56,88,222 15,53,58,972

(2) Non-Current Liabilities

Long-term borrowings 3 7,95,08,358 7,20,84,980

Other Long term liabilities 4 4,38,000 4,38,000

(3) Current Liabilities

Short-term borrowings 5 7,98,46,651 10,00,94,398

Trade payables 6 5,95,44,632 6,32,88,366

Other current liabilities 7 8,77,79,579 8,24,98,497

Short-term provisions 8 53,90,314 47,64,702

Total 52,84,93,676 55,39,72,415II. ASSETS

(1) Non-current assetsFixed assets 9

(i) Tangible assets 23,49,29,285 22,39,09,696

(ii) Intangible assets 1,32,16,192 1,60,10,142

(iii) Capital work-in-progress 1,50,34,487 73,40,937

Non-current investments 10 90,00,000 90,00,000

Deferred tax assets (net) 11 2,52,22,693 2,82,86,340

Long term loans and advances 12 10,27,18,077 10,28,69,040

Other non-current assets 13 1,34,81,853 71,55,204

(2) Current assetsInventories 14 4,89,97,899 5,58,48,537

Trade receivables 15 4,27,97,793 7,66,09,782

Cash and cash equivalents 16 1,32,36,624 1,41,04,192

Short-term loans and advances 17 50,58,519 3,30,415

Other current assets 18 48,00,254 1,25,08,130

Total 52,84,93,676 55,39,72,415Contingent Liabilities & Commitments 19

Other Disclosures 28

Significant Accounting Policies 29

Particulars

BALANCE SHEET AS AT 31ST MARCH, 2012

NoteNo

As at 31.03.2012

`̀̀̀̀

As at 31.03.2011

`̀̀̀̀

27

I. Revenue from operations 20 24,26,87,845 26,66,55,410

II. Other Income 21 16,33,832 9,94,293

III. Total Revenue (I +II) 24,43,21,677 26,76,49,703

IV. Expenses:

Cost of materials consumed 22 7,19,70,211 8,77,19,173

Purchase of Finished Goods 23 1,25,08,253 62,69,001

Changes in inventories of finished

goods, work-in-progress and

Stock-in-Trade 24 89,77,176 (80,82,546)

Employee Expenses & Benefits 25 7,49,03,555 6,45,82,264

Finance costs 26 2,99,90,937 2,49,94,452

Depreciation and amortization expense 1,96,12,238 1,71,22,155

Other expenses 27 7,71,29,276 6,74,71,029

Total Expenses 29,50,91,646 26,00,75,528

V. Profit before exceptional and

extraordinary items and tax (III - IV ) (5,07,69,969) 75,74,175

VI. Exceptional Items - -

VII. Profit before extraordinary items and tax (V-VI) (5,07,69,969) 75,74,175

VIII. Extraordinary Items - -

IX. Profit before tax (VII - VIII) (5,07,69,969) 75,74,175

X. Tax expense:

(1) Current tax - (2,39,110)

(2) Deferred tax 30,63,647 -

XI. Profit(Loss) from the perid (VII - VIII- X ) (5,38,33,616) 78,13,285

XII. Earning per equity share:

(1) Basic (10.26) 0.57

(2) Diluted (10.26) 0.57

XIII. Other Disclosures 28

XIV. Significant Accounting Policies 29

PROFIT AND LOSS STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2012

ParticularsNote

NoCurrent Year

2011-12

`̀̀̀̀

Previous Year2010-11

`̀̀̀̀






28

CASHFLOW STATEMENT FOR THE YEAR ENEDED 31ST MARCH, 2012

A . CASH FLOW FROM OPERATING ACTIVITIES

Profit/ ( Loss) for the year before tax (5,07,69,969) 80,63,285

Adjustments for :

- Depreciation 1,96,12,238 1,71,22,155

- Profit on sale of Fixed Assets (42,857) 44,125

- Provision for FBT no longer required - (4,89,110)

- Interest/dividend received (10,62,975) (4,66,293)

- Interest paid (Current year) 2,99,90,937 4,84,97,343 2,49,94,452 4,12,05,329

Operating profit before working capital changes (22,72,626) 4,92,68,614

Adjustment for :

- Trade & Other Receivables 3,19,62,943 (2,71,81,780)

- Inventories 68,50,638 (2,88,69,420)

- Deferred Sales Tax - (9,56,391)

- Trade & Other Payables 20,08,259 4,08,21,840 4,23,23,574 (1,46,84,017)

NET CASH FROM OPERATING ACTIVITIES (A) 3,85,49,214 3,45,84,597

B. CASH FLOW FROM INVESTMENT ACTIVITIES- Purchase of Fixed assets (3,55,31,428) (5,69,12,928)

- Sale of Fixed Assets 42,857 9,96,571

- Advance to Medispec Phamaceuticals Private Limited 31,53,133 (21,13,300)

- Other Loans (45,00,000) (67,85,000)

- Interest/Dividend Received 10,62,975 4,66,293

NET CASH FROM/(USED IN) INVESTING ACTIVITIES (B) (3,57,72,463) (6,43,48,364)

C. CASH FLOW FROM FINANCING ACTIVITIES

- Proceeds from issue of shares 4,90,16,286

- Preference Shares redeemed (1,00,00,000)

- Proceeds from borrowings (1,28,24,369) 6,14,12,843

- Interest Paid (2,98,36,236) (2,49,99,562)

NET CASH FROM/(USED IN) FINANCING ACTIVITIES ( C ) (36,44,319) 3,64,13,281

NET INCREASE IN CASH AND CASH EQUIVALENTS (A)+(B)+(C) (8,67,568) 66,49,514

D. OPENING CASH AND CASH EQUIVALENTS (D) 1,41,04,192 74,54,678

E. CLOSING BALANCE OF CASH AND CASH EQUIVALENT (E) 1,32,36,624 1,41,04,192

NET INCREASE IN CASH AND CASH EQUIVALENTS (E-D) (8,67,568) 66,49,514

PARTICULARS CURRENT YEAR PREVIOUS YEAR2011-2012 2010-2011

`̀̀̀̀ `̀̀̀̀ `̀̀̀̀ `̀̀̀̀






29

1. SHARE CAPITAL

1.1 Authorised

70,00,000 (50,00,000) Equity Shares of 10 each 7,00,00,000 5,00,00,000

3,00,000 (3,00,000) 15 % Preference Shares of 100 each 3,00,00,000 3,00,00,000

1.2 Issued, Subscribed & Paid up

60,24,242 (45,38,900) Equity Shares of 10 each 6,02,42,420 4,53,89,000

2,00,000 (3,00,000) 15 % Preference Shares of 100 each 2,00,00,000 3,00,00,000

1.3 Forefieted Shares

Amount originally paid up 55,500 55,500

8,02,97,920 7,54,44,500

NOTES ANNEXED TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2012

As at 31March 2012

As at 31March 2011

1.4 Reconciliation of Number of Shares

Particulars Equity Shares Preference Shares

2011-12 2010-11 2011-12 2010-11

Shares outstanding at the beginning of the year 45,44,500 45,44,500 3,00,000 3,00,000

Shares Issued during the year 14,85,342 - - -

Shares redeemed during the year - - 1,00,000 -

Shares outstanding at the end of the year 60,29,842 45,44,500 2,00,000 3,00,000

1.5 Details of shareholders holding more than 5% of the shares

As at 31 March 2012 As at 31 March 2011

No. of % of No. of % of

Name of Shareholder Shares Holding Shares Holding

held held

A. Equity Shares

Bangalore Pharmaceutical & Research Laboratory P Ltd12,12,900 20.13 27,700 0.61

Mr. S Jayaprakash Mady 9,16,056 15.21 8,38,256 18.47

Mrs. Kripa Mady 6,71,261 11.14 6,71,261 14.79

Synergia Consultants Pvt Ltd 6,61,500 10.98 6,61,500 10.98

Mr. Sural Thammaiah Raghavendra Mady 4,07,750 6.77 4,07,750 8.98

Mrs. Ratnakala Mady 2,37,300 3.94 2,37,300 5.23

B. Preference Shares

Dr.Sridhar Mitta 2,00,000 100.00 3,00,000 100.00

30

1.6 Rights, Preferences and Restrictions:

15% Redeemable Cumulative Preference Shares have been issued with a preferential

right to a payment of 15% fixed dividend and repayment of capital. The shares were

redeemable at the expiry of 36 months from the date of allotment i.e. 17.02.2007

which was further extended by another 24 months, i.e total of 60 months from the date

of allotment. During the year, the Company has redeemed 1,00,000 15% Redeemable

Cumulative Preference Shares on 11.07.2011 out of the issue of Rights Shares The

balance shares are due for redemption.

Equity shares are on par with each other both with regard to payment of dividend and

voting rights.

2. RESERVE & SURPLUS


As at 31st March 2012 As at 31st March 2011

`̀̀̀̀ `̀̀̀̀

Securities Premium Account

Opening Balance 11,57,00,500 11,57,00,500

Additions during the year 3,41,62,866 -

Closing Balance 14,98,63,366 11,57,00,500

General Reserve

As per previous Balance Sheet 4,09,83,740 4,09,83,740

Surplus

Opening balance (13,25,268) (3,74,24,893)

(+) Net Profit/(Net Loss) for the current year (5,38,33,616) 78,13,285

(-) Deferred Tax Adjustment - 2,82,86,340

Closing Balance (5,51,58,884) (13,25,268)Total 13,56,88,222 15,53,58,972

31

3.1 Terms of Repaymenta. Term loans from Banks and others are repayable in monthly instalments/ EMI

over the period of the loanb. Intercorporate Deposits and Fixed Deposits are repayable on due dates

3.2 There are no defaults/ continuing defaults in repayment of principal amount of loanor interest as on the balance sheet date.

3.3 Aggregate amount of above loans guaranteed by Directors `̀̀̀̀ 7,24,09,546(`̀̀̀̀ 6,55,82,458)

Non Current Current Non Current Current

3. LONG TERM BORROWINGS `̀̀̀̀ `̀̀̀̀ `̀̀̀̀ `̀̀̀̀

SecuredTerm Loans From BanksFrom State Bank of India 5,60,12,239 1,63,97,307 5,27,12,234 1,28,70,224


As at 31.03.2011As at 31.03.2012

Vehicle Loans - 8,612 8,612 94,391

(Secured By the first charge by way ofhypothecation of assets and equipmentpurchased/ to be purchased out of bankfinance and equitable mortgage on the fixedassets of the company situated at 54/1,Boodihal Village, Nelamangala, BangaloreDistrict and further secured by the personalguarantee of Sri S.T.R. Mady, Chairmanand Sri S Jayaprakash Mady, ManagingDirector)

From Other Banks

Term Loan From Others

Vehicle Loans 12,77,056 9,55,078 22,32,134 9,43,493

5,72,89,295 1,73,60,997 5,49,52,980 1,39,08,108

Unsecured

Term loans from partiesOther than BanksDeposits 13,12,063 16,85,433 - -Inter Corporate Deposit 25,00,000 - - -(Secured by pledge of shares in the company

belonging to the Managing Director)

Fixed Deposits 1,84,07,000 1,55,10,000 1,71,32,000 1,67,14,000

2,22,19,063 1,71,95,433 1,71,32,000 1,67,14,000

Total 7,95,08,358 3,45,56,430 7,20,84,980 3,06,22,108

(Secured by hypothecation of vehiclespurchased out of the loans)

(Secured by hypothecation of vehiclespurchased out of the loans)

32

As at 31 March As at 31 March2012 2011

`̀̀̀̀ `̀̀̀̀

4. OTHER LONG TERM LIABILITIESSecurity Deposits 4,38,000 4,38,000

4,38,000 4,38,000


5. SHORT TERM BORROWINGSSECURED

Loans repayable on demand

From Banks

Working Capital Loans 6,63,10,451 5,73,63,802

(From State Bank of India secured By the first charge by way ofhypothecation of stock in trade both present and future {stock of rawmaterials, stock in process, cash and other current assets includingmoney receivable,claims and bills receivable} and all other movableplant and machinery,furniture and fixtures, etc of the company bothpresent and future and first charge by way of equitable mortgage onthe fixed assets of the company situated at 54/1, BoodihalVillage,Nelamangala,Bangalore District and secured further by thepersonal guarantee of Sri S.T.R. Mady, Chairman and Sri SJayaprakash Mady, Managing Director)

Overdraft secured by pledge of Fixed Deposits - 6,17,055

6,63,10,451 5,79,80,857

UNSECURED

Loans and advances from related parties 39,11,616 4,10,88,541

Deposits

Fixed Deposits 50,00,000 3,75,000

Inter Corporate Deposit 46,24,584 6,50,000

1,35,36,200 4,21,13,541

7,98,46,651 10,00,94,398

5.1 Aggregrate amount of loans guaranteed by Director - `̀̀̀̀ 6,63,10,451 (5,73,63,802)

5.2 There is no default / continuing default in repayment of principal or interest as on the

balance sheet date.

33

As at 31.03.2012 As at 31.03.2011

`̀̀̀̀ `̀̀̀̀

6. TRADE PAYABLESTrade Payables 5,95,44,632 6,32,88,366

There is no information reportable under the Micro, Small,

& Medium Enterprises Development (MSMED) Act, 2006.

5,95,44,632 6,32,88,366

7. OTHER CURRENT LIABILITIES

(a) Current maturities of long-term debt (Refer Note No.3) 3,45,56,430 3,06,22,108

(b) Interest accrued but not due on borrowings 1,17,674 3,493

(c) Interest accrued and due on borrowings 40,520 -

(d) Unpaid matured deposits and interest accrued thereon 13,00,000 67,55,000

(e) Other payables

Due to Directors 672 43,423

Customer Advances/ Credit balances 2,53,21,216 2,33,26,279

Statutory Liabilities 1,05,08,163 69,99,119

Security Deposits 2,50,000 2,50,000

Others (See Note 7.2 below) 1,56,84,904 1,44,99,075

8,77,79,579 8,24,98,497

7.1 Amounts due to be credited to the Investor Education and Protection Fund as on

31-03-2012 Rs. Nil (Nil)

7.2 Others include employee dues and accrued liabilities. These include balance of

Company’s contribution to Super Annuation Scheme `̀̀̀̀ 19,49,567 (`̀̀̀̀ 23,71,371) out of

balance outstanding on 31.03.2009 when the Company discontinued the Scheme.

8. SHORT TERM PROVISIONS

Gratuity 36,27,887 32,86,208

Earned Leave 17,62,427 14,78,494

53,90,314 47,64,702

8.1 Disclosures pursuant to AS-15 are given in Note 25.1


34

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35

As at 31.03.2012 As at 31.03.2011

Number Value Number Value

Trade Investments , Unquoted, at Cost

Investment in Equity Shares of

Medispec Pharamceuticals Private 9,00,000 90,00,000 9,00,000 90,00,000

Limited a Joint Venture Company

90,00,000 90,00,000

Less : Provision for dimunition in the

value of Investments (See Note Below) - -

9,00,000 90,00,000 9,00,000 90,00,000

`̀̀̀̀ `̀̀̀̀


9.1.1 Land:

As per information received by the Company, the Bangalore Development Authority

has dropped the proceedings for acquisition of land at Sarjarpur Road, Original

Cost, `̀̀̀̀ 6,71,438/-. However in the meantime there has been a claimant to the said

land who sought to transfer the Khata to his name and the Company has succeeded

in obtaining stay on the transfer from the Competent authority and proceedings are

pending in this regard.

9.1.2 Portion of vacant factory land at Bhudihal Village, Nelamangala Taluk measuring 82,000

Sqt has been given on lease to Bangalore Pharmaceuticals & Research Laboratories

Pvt. Ltd.

9.2 Trademarks:

Trademarks are under transfer to the company for which necessary applications have

been made.

9.3 Vehicle:

Gross Block includes: Motor Car original cost `̀̀̀̀ 13,29,372/- standing in the name of

the Managing Director.

9.4 Application Software is amortised over a period of six years.

9.5 Management is undertaking exercise of bringing the fixed asset register upto date.In

respect of old assset sold during the year, the withdrawal of the original cost and

depreciation to date could not be done in the absence of the necessary information.

Entry for the same (Which in the opinion of the Management will not be material) will

be passed on completion of exercise of updating the Fixed Asset Register.

10. INVESTMENTS

36

10.1 The company Medispec Pharmaceuticals Private Limited, is specialising in oncological

and anti fungal products. Though the net worth of the company is negative as per the

latest audited balance sheet available at `̀̀̀̀ 890.39 lakh as on 31st March 2011,

considering the intrinsic value and the long term strategic interest, the Directors are

of the opinion that there is no permanent decline in value, requiring provision in the

accounts. Accordingly no exposure is expected in respect of Corporate Guarantee of

`̀̀̀̀ 20,00,000 (`̀̀̀̀ 30,00,000) issued in favour of its bankers.

11. DEFERRED TAX ASSEST

As at 31.03.2012 As at 31.03.2011

` ` ` ` ` ` ` ` ` `

A. Deferred Tax Asset

1. Carry Forward Depreciation 4,84,78,606 4,07,40,179

2. Carry forward Research & Development

Expenditure u/s 35(4) 5,33,276 5,33,276

3. Expenditure not allowed as a deduction

under tax laws pending actual payment 37,32,418 29,91,167

5,27,44,300 4,42,64,622

B. Deferred Tax Liability

Difference between book depreciation

and tax depreciation 2,75,21,607 1,59,78,282

C. Net Deferred Tax Asset 2,52,22,693 2,82,86,340

11.1 The assessment of deferred tax asset is provisional and figures will get crystalised

after Company submits its income tax return.

11.2 Though the result for the year were affected because of deferment of sales to overseas

buyer on account of delay in obtaining regulatory approval, the managemant is

confident that taking into consideration the current order book position and that

necessary approval will be received, the Company will be able to earn taxable income

in the subsequent years to absorb the deferred tax asset comprising carry forward

depreciation and carry forward research and development expenditure.


37

12. LONG TERM LOANS AND ADVANCESUnsecured, Considered Good

Capital Advances 43,17,584 20,00,000

Security Deposits 31,14,573 31,22,674

Loans and advances to related parties (refer Note 12.1) 7,95,92,226 8,27,45,359

Other Advances recoverable in cash or kind or

for value to be received (See note 12.2) 1,56,93,694 1,50,01,007

10,27,18,077 10,28,69,040

Considered Doubtful (See Note 12.2 (a)) 2,83,00,000 2,83,00,000

13,10,18,077 13,11,69,040

Less: Provision for doubtful loans and advances 2,83,00,000 2,83,00,000

10,27,18,077 10,28,69,040

12.1 Loans and advances to related parties `̀̀̀̀ 7,95,92,226 (`̀̀̀̀ 8,27,45,359) represents

amount due from Medispec Pharmaceuticals Pvt Ltd, the joint venture company

(including `̀̀̀̀ 1,06,46,752 towards interest) being advance for developing and marketing

speciality injectables and share of co-marketing expenses recoverable. The same is

expected to be recovered in due course from the future operations of the said joint

venture company.

12.2. Other advances recoverable in cash or in kind or for value to be received and

considered good includes :

a) `̀̀̀̀ 17,78,845 out of total amount of `̀̀̀̀ 3,00,78,845 ( `̀̀̀̀ 3,00,78,845) due from

erstwhile subsidiary Recon Agrotech Ltd. Balance of `̀̀̀̀ 2,83,00,000 is considered

doubtful and provided for.

b) Advances to Preference Share holder `̀̀̀̀ 1,32,85,000 (`̀̀̀̀ 8,785,000)

As at 31.03.2012 As at 31.03.2011

` ` ` ` ` ` ` ` ` `

13. OTHER NON CURRENT ASSETSUnsecured, Considered Good

Taxes Refundable 1,34,81,853 71,55,204

1,34,81,853 71,55,204

13.1 Taxes Refundable includes payments made/ refunds adjusted to pending demands

and interest thereon which are under appeal as detailed in Note 19.1.


38

14. INVENTORIESRaw Materials and components 1,81,28,941 1,83,38,262

Packing Materials and components 1,46,96,771 1,16,30,272

Work-in-progress 47,81,968 1,58,76,486

Finished goods (Including Purchased) 46,43,966 25,26,624

Stores and spares 43,25,847 74,76,893

Packing Materials in bonded warehouse 24,20,406 -

4,89,97,899 5,58,48,537

14.1 Include materials purchased for overseas market, not processed pending regulatory

approvals. (See note 11.2) valued at cost

Raw Materials and components - `̀̀̀̀ 1,06,87,538

Packing Materials and components - `̀̀̀̀ 27,59,135

Packing Materials in bonded warehouse - `̀̀̀̀ 24,20,406

15. TRADE RECEIVABLES

Unsecured,Considered Good:

Debts outstanding for a period exceeding six months 97,08,239 93,51,289Other debts 3,30,89,554 6,72,58,493

4,27,97,793 7,66,09,782

16. CASH AND CASH EQUIVALENTS

Balances with Banks

In Deposit Accounts 97,54,812 1,19,85,830

In Current Accounts 34,77,011 20,60,403

Cash on hand 4,801 57,959

1,32,36,624 1,41,04,192

16.1 Balances with Banks in Deposit Accounts includes

a. `̀̀̀̀ 69,89,954 ( `̀̀̀̀ 64,08,192) pledged to Overdraft Account

b. `̀̀̀̀ 3,23,773 (`̀̀̀̀ 3,06,000) pledged as margin towards bank guarantees

c. `̀̀̀̀ 21,04,225 ( `̀̀̀̀ 48,69,000) pledged as margin towards Letter of Credit facilities.

16.2 Balances in 7 (8) current accounts with banks which have not been operated during

the year aggregating to `̀̀̀̀ 44,769 (`̀̀̀̀ 67,917) statement of accounts have not been

received. Of these, confirmation of balances have been received in respect 2 (5)

accounts aggregating to `̀̀̀̀ 9,160 (`̀̀̀̀ 56,886)

As at 31.03.2012 As at 31.03.2011

`̀̀̀̀ `̀̀̀̀


39

17. SHORT TERM LOANS AND ADVANCESOther Loans and Advances Recoverable

in cash or kind or for value to be received*

Unsecured, considered good 50,58,517 3,30,415

50,58,517 3,30,415* Includes loans to staff, advances to suppliers, etc

As at 31.03.2012 As at 31.03.2011

` ` ` ` ` ` ` ` ` `

18. OTHER CURRENT ASSETS

Other Loans and Advances

Prepaid Expenses 8,25,805 20,34,075

Input Tax Credits 39,74,449 104,74,055

48,00,254 1,25,08,130

18.1 Balances under Input tax Credits are under reconciliation.


40

19. Contingent Liabilities and Commitments

19.1 Claims against the company not acknowledged as debt


`LAKH`LAKH`LAKH`LAKH`LAKH

NATURE OF CASEFORUM WHERE CASE

IS BEING ADJUDICATED

VALUE INVOLVED

POTENTIAL LIABILITY

AMOUNT

PAID

CLAIM TOWARDS TAXES

COMPANY IN APPEAL

CENTRAL EXCISE

1 Valuation of Physicians Samples

for the period Jan2005 to

December 2006

2 Penalty under Ruls 209 A of the

Central Excise Rules

3 Claim of duty on removal of

exempted products

VAT / SALES TAX

4 Difference in Sales Tax for non

submission of Statutory Forms

2003-04 at Mumbai



2005-06



2006-07

7 Difference in Assessed Turnover

for Financial Year 2000-01

INCOME TAX

8 Appeal against order of

rectification passed by AO for

Asst Year 2001-02

DEPARTMENT IN APPEAL

CENTRAL EXCISE

9 Central Excise on Sale of brands

to Recon Health Care

10 Service Tax on transfer of

Technical Knowhow to Recon

Health Care etc

INCOME TAX

11 Taxability of transfer of Technical

knowhow to Recon Healthcare

Limited

OTHER CASES

12 Claim for Minimum Wages

CESTAT, BANGALORE

CESTAT, AHMEDABAD

CESTAT, BANGALORE

DCST- Navi Mumbai

Joint Commissioner of

Commercial Taxes-

Appeals


Commercial Taxes-

Appeals


Commercial Taxes-

Appeals KST & TOT

High Court of Karnataka

Supreme Court of India



Labour Officer Division-1

44.95 (with interest as

applicable) Penalty

equal amount

2.00

Tax of 168.28 ( plus

interest as applicable)

Penalty equal amount.

CST 2.33 (Penalty0.79)

4.60

5.80

KST & TOT 1762.49 &

CST 143.07

38.26 plus interest as

applicable

400 ( with Interest and

penalty etc)

128.08 ( with Interest

and penalty etc)

Not possible to

quantify

192.00

9.05

1. 75

4.60

5.80

70

(approx)

44.95 (with interest as

applicable) Penalty

equal amount

2.00

Tax of 168.28 (plus

interest as

applicable) Penalty

equal amount

CST 1.49 (Penalty

0.79)

KST & TOT 13.87 &

CST 14.31

400 ( with Interest

and penalty etc)

128.08 ( with Interest

and penalty etc)

Not possible to

quantify

192.00

AMOUNT NOT

PAIDREMARKS

Beingrecovered outof refunds forsubsequentassessmentyears

Liability if anywill be onacount ofCadilaHealthcarePrivate Limitedthe purchaser

Liability if anywill be onacount ofCadilaHealthcarePrivate Limitedthe purchaser

`LAKH`LAKH`LAKH`LAKH`LAKH `LAKH`LAKH`LAKH`LAKH`LAKH

41

20 REVENUE FROM OPERATIONS

Sales: Formulations

Gross Sales 16,97,02,442 14,49,27,877

Less : Excise Duty * 1,66,53,148 1,11,31,449

15,30,49,294 13,37,96,428

Income from Services:

Manufacturing Charges 6,71,09,150 7,92,03,152

Formulation Development 2,20,30,651 5,26,15,977

Other Operating Revenues (Analytical Charges etc) 4,98,750 10,39,853

24,26,87,845 26,66,55,410

* Excise Duty which is collected separetaly and does not form part of revenue is added

back to revenue for the purpose of arriving at Gross Sales above.

Current Year Previous Year

2011-12 2010-11

` ` ` ` ` ` ` ` ` `

19.2 Guarantees

Corporate Guaranty issued in favour of

banker of joint venture company Medispec

Pharmaceuticals (P) ltd (Refer Note 10.1) 20.00 30.00

19.3 Other money for which the company is contingently liable

Sales Tax & Entry Tax :

The management is of the opinion that company will have no further liability / exposure

arising from pending assessments for Sales Tax and Entry Tax for current and earlier

years at erstwhile depots and at Bangalore, including tax payable on the products of

Medispec Pharma (P) Ltd sold under co-marketing arrangements.

19.4 Other Commitements :

a. Custom Duty: On account of import of materialunder Advance License Scheme - -

b. On goods held in bonded ware house 5.20 -

c. Arrears of Cumulative Preference Dividend 219.24 185.30

d. Letter of Credit - 101.82

e. On capital Account (not provided for) 163.94 5.06

As at 31.03.2012 As at 31.03.2011

` ` ` ` ` lakhs ` ` ` ` ` lakhs


42

20.1 Formulation Development Fee `̀̀̀̀ 2,20,30,651 (`̀̀̀̀ 5,26,15,977) represents Technology

transfer Fee for development of dosage forms. Revenue from these contracts is generally

being recognized in accordance with the payments falling due as per the payment

milestones under the agreement, which method, in the opinion of the management,

approximates to the proportionate completion method specified in Accounting Standard

-9 "Revenue Recognition".

21 OTHER INCOME

Interest 10,62,975 4,66,293

Lease Rent 5,28,000 5,28,000

Profit on Sale of Fixed Assets 42,857 -

16,33,832 9,94,293

22 COST OF MATERIAL CONSUMED

Raw Materials 4,30,38,306 5,54,03,020

(Bulk Drugs and other Pharmaceutical inputs)

Packing materials 2,89,31,905 3,23,16,153

(Ampoules, vials, bottles, labels, cartons, shippers etc) 7,19,70,211 8,77,19,173

23 PURCHASE FINISHED GOODS ( Formulations) 1,25,08,253 62,69,001

24 CHANGES IN INVENTORIES OF FINISHED GOODS AND WORK-IN-PROGRESS (Formulations)

Closing Stock

Finished Goods (including Purchased Goods) 46,43,966 25,26,624

Semi-Finished Goods 47,81,968 1,58,76,486

94,25,934 1,84,03,110Less: Opening Stock

Finished Goods (Including Purchased Goods) 25,26,624 54,63,997

Semi-Finished Goods 1,58,76,486 48,56,567

1,84,03,110 1,03,20,564

Increase / ( Decrease ) in Inventory (89,77,176) 80,82,546

25 EMPLOYEE EXPENSES & BENEFITSSalaries & Wages 6,82,84,054 5,78,22,754

Contribution to Provident and Other Funds 43,71,033 48,05,194

Staff Welfare 22,48,468 19,54,316

7,49,03,555 6,45,82,264


2011-12 2010-11

` ` ` ` ` ` ` ` ` `


43

25.1 a. Overview of Employees Benefits

The compensation to employees for services rendered are as follows:

i. Salaries and Wages including compensated absences. Compensated absences

such as eligibility towards earned leave are allowed to be accumulated as per

company’s rules. Such earned leave can be encashed at the time of separation.

ii Bonus as per the Bonus Act, 1965.

iii Contributions under defined contribution plans such as Provident Fund as per

Employees Provident and Miscellaneous Provisions Act, Employees Insurance

Scheme, etc.

iv Defined Benefit Plans such as Gratuity on cessation of employment. The Company

has taken a Master Policy from LIC to fund this defined benefit obligation.

v. Other employee benefits such as leave travel allowance.

The above benefits are subject to eligibility and other criteria as per company’s

rules. The Company has discontinued the Superannuation Scheme at the close

of 31.03.2009 and dues if any to a separating employee is met out of the unpaid

contribuiton (referred to in Note 7.2).

b. Recognition and Measurement

Employee benefits are recognised on accrual basis. Liability to compensated

absence such as leave encashment are determined by multiplying the actual

leave accumulated at the end of the year by the applicable component of

salary.

Liability to defined benefit plan viz. Gratuity are valued on actuarial basis under

Projected Unit Credit Method by LIC.

Liability under defined contribution schemes such as contribution to Provident

Fund, ESI etc are measured based on the contribution due for the year.

Leave Travel Allowance is recognized based on claim. The unavailed allowance

is not recognized as in the opinion of the management, the same will not be

material.


44

c) Disclosures pursuant to AS-15 (Revised 2005)i Leave Encashment

Opening Liability 14,78,494 11,34,029

Leave encashed during the year 74,494 1,14,832

Closing liability as on 31st March 2012 17,62,427 14,78,494

Charge to the Profit and Loss A/c 5,32,404 4,59,297

ii Gratuity

Table Showing changes in present value of Obligation

Present value of obligations as at beginning of year 35,47,017 26,71,779

Interest cost 2,83,761 2,13,742

Current Service Cost 4,93,749 4,48,972

Benefits Paid (1,41,548) (2,86,754)

Actuarial (gain)/ loss on obligations (2,48,594) 4,99,278

Present value of obligations as at end of year 39,34,385 35,47,017

Table showing changes in the fair value of plan assets

Fair value of plan assets at beginning of year 2,60,809 1,98,158

Expected return on plan assets 26,463 19,328

Contributions 1,60,774 3,30,077

Benefits Paid (1,41,548) (2,86,754)

Actuarial gain/(loss) on Plan assets

Fair value of plan assets at the end of year 3,06,498 2,60,809

Table showing fair value of plan assets

Fair value of plan assets at beginning of year 2,60,809 1,98,158

Actual return on plan assets 26,463 19,328

Contributions 1,60,774 3,30,077

Benefits Paid (1,41,548) (2,86,754)

Fair value of plan assets at the end of year 3,06,498 2,60,809

Funded status (36,27,887) (32,86,208)

Excess of Actual over estimated return on plan assets NIL NIL

(Actual rate of return = Estimated rate of return as

ARD falls on 31st March)

As on As on31.03.2012 31.03.2011

` ` ` ` ` ` ` ` ` `


45

2011-12 2010-11

` ` ` ` ` ` ` ` ` `

The amounts to be recognized in the balance sheet

Present value of obligations as at the end of year (39,34,385) 35,47,017

Fair value of plan assets as at the end of the year 3,06,498 2,60,869

Funded status (36,27,887) (32,86,208)

Net asset/ (liability) recognized in balance sheet (36,27,887) (32,86,208)

Actuarial Gain/Loss recognized

Actuarial (gain)/ loss for the year - plan assets NIL NIL

Actuarial (gain)/ loss on obligations 2,48,594 4,99,278

Actuarial (gain)/ loss recognized in the year 2,48,594 4,99,278

Expenses Recognised in statement of Profit and loss

Current Service cost 4,93,749 4,48,972

Interest Cost 2,83,761 2,13,472

Expected return on plan assets (26,463) (19,328)

Net Actuarial (gain)/ loss recognized in the year (2,48,594) 4,99,278

Expenses recognised in statement of Profit and loss 5,02,453 11,42,664

Principal Actuarial assumptions at the Balance Sheet

Date in respect of gratuity as per statement from LIC

Discount rate 8% 8%

Salary Escalation 7% 7%

Withdrawal Rate 1% to 3% 1% to 3%

Depending Depending

on age on age

Mortality Rate LIC (1994-96) LIC (1994-96)

ultimate ultimate

The above figures are as furnished by LIC for purpose of disclosure under AS- 15.

The estimates of salary increases furnished by the company to LIC for the purposes

of the actuarial valuation, takes account of inflation, seniority, promotion and other

relevant factors.

26 FINANCE COSTInterest expense 2,82,36,451 2,41,20,770

Other borrowing costs 17,54,486 8,73,682

2,99,90,937 2,49,94,452


46


2011-12 2010-11

` ` ` ` ` ` ` ` ` `27 OTHER EXPENSES

Advertisement & Sales Promotion 10,27,744 6,12,579

Auditors’s Remuneration 5,00,000 4,25,000

Commission Paid 5,60,455 20,32,332

Communication Expense 24,55,179 16,20,015

Director’s Sitting Fees 67,500 52,000

Outward Freight 11,40,096 9,13,457

Insurance 16,77,612 6,66,095

Legal and professional charges 24,05,350 33,70,255

Loss on Sale of Fixed Assets - 44,125

Manufacturing Charges 9,24,187 4,54,256

Miscellaneous Expenses 47,50,477 44,87,273

Net gain or loss on foreign currency transaction and

translation (other than considered as finance cost) (8,23,651) 8,88,066

Power 2,87,04,021 2,44,30,336

Prior Period Items 5,83,690 10,68,553

Rent 23,93,280 19,65,747

Repairs and Maintenance :

Machinery 1,38,17,532 38,29,971

Buildings 30,43,096 15,99,364

Others 48,79,012 35,50,597

Rates and Taxes 17,29,641 11,75,376

Travelling Expense 27,29,452 30,99,143

Vehicle Maintenance 44,45,338 23,89,055

Bad Debts Written off 1,19,265 30,27,769

Doubtful Advances Written Off - 57,69,665

7,71,29,276 6,74,71,02927.1 Details of Remuneration to Auditors

Auditor 3,90,000 3,00,000

For taxation matters - 25,000

For company law matter - -

For management services - -

For other services 1,10,000 1,00,000

5,00,000 4,25,000


47

27.2 Prior Year ItemsNet Sales - 353

Manufacturing Charges - (2,926)

Lease Rental Income - (48,000)

Other Miscellaneous Income - 1,15,061

Raw Material Consumed 1,15,394 (8,07,813)

Packing Material Consumed 1,05,413 22,121

Salary, Wages & Bonus (1,23,624) 1,04,936

Contribution to Provident & Other Funds 54,263 -

Contribution to ESI - -

Staff Amenities - 2,08,441

Adevertisement and Sales Promotion 35,766 -

Commission - 3,13,957

Auditor’s Remuneration 3,817 -

Rates & Taxes 16,000 -

Repair & Maintanance:

- Machinery - 5,46,587

- Others 4,979 2,383

Communication - 4,09,503

Travelling & Conveyance - 31,137

Legal & Professional Charges 34,500 37,500

Watch & Ward - 23,688

Miscellaneous Expenses 3,15,628 30,000

Finance Cost:

- Interest on Deposits 18,027 32,625

- Interest on Loans 3,527 49,000

5,83,690 10,68,553


2011-12 2010-11

`̀̀̀̀ `̀̀̀̀


48

28. OTHER DISCLOSURES

28.1 In terms of Accounting Standard 18 “Related Party Disclosures ”, ^ the following

relationships and related parties have been identified +

Relationship Related Party

1. Subsidiary/Holding Companies None

2. Associates/Joint Ventures Medispec Pharmaceuticals (P) Ltd

3. Co investors/ venturers None

4. Individuals holding 20% or more of Bangalore Pharmaceutical & Research

the voting power in the company Laboratory (P) Ltd +

directly or indirectly

5. Key Management Personnel Sri. S. Jayaprakash Mady,

Managing Director

6. Relatives of 4 or 5 a) S. Jayaprakash Mady (HUF)

b) Sri. S. Sadananda Mady

7. Enterprises in which any person

described in 4 or 5 has 20% or

more interest in the voting power a) Mady Constructions Ltd.

directly or indirectly. b) Bangalore Pharmaceutical &

Research Laboratory (P) Ltd

^ Refer Significant Accounting Policy regarding disclosure of related party

transactions

+ The voting rights available to The Preference Shareholder pursuant to The provisions

of Section 87(2) of the Companies Act, 1956 have not been considered as the

investment made by them in the Company is considered as a financing activity.


49

^ Refer Significant Accounting Policy regarding disclosure of related party transactions

* Refer Notes 3 and 5 regarding personal guarantee obtained from the

ManagingDirector for securing loan facilities.

Nature of Transactions Associates /

Joint Venture

Key Manag-

ement Personnel

Transactions with Related Parties

Relatives

`̀̀̀̀ `̀̀̀̀ `̀̀̀̀ `̀̀̀̀

Enterprises

1. Managerial Remuneration 16,06,400

(Excluding Provision for Gratuity) (14,72,000)

2. Fixed Deposits/ Loans received 40,00,000 Nil̂ 39,11,616

and outstanding as on 31.03.2012 (40,00,000) (NIL) (4,10,88,541)

3. Lease Deposit Received 1,00,000

(1,00,000)

4. Outstanding Balances under 7,95,92,226 749

Loans & Advances (8,27,45,359) -

5. Investment in Equity:

(a) Of Company in Associate 9,00,000

No. of Shares (9,00,000)

Face Value 90,00,000

(90,00,000)

(b) Of Associate in Company 2,100

No. of Shares (2,100)

Face Value 21,000

(21,000)

6. Guarantee & Collaterals* 20,00,000

(30,00,000)

7 Lease / Rent Paid 2,40,000

(2,40,000)

8. Sale of Raw Material -

9. Interest Paid - 4,40,000 Nil^ 12,28,288

(85,816) (NIL) (39,98,828)

10. Lease Rent Received - - 5,28,000

- (5,28,000)


50

28.2 Segment Reporting: The Company recognizes only one business segment, viz

formulations. All the operations are in India. Hence separate segment information in

terms of Accounting Standard 17 “Segment Reporting” issued by the Institute of

Chargted Accountants on India, is not given.

28.3 The company has no significant operating leasing arrangements requiring addiional

disclosure as per AS-19:Leases. The Company has not entered into any financial

leasing arrangement.

28.4 Earnings Per Share has been computed as under:

a. Profit after tax (5,38,33,616) 75,13,285

b. Less: Preference Dividend and Tax thereon (39,85,734) (52,47,405)

c. Profit after tax attributable to equity shares (5,78,19,350) 22,86,527

d. Total weighted average number of shares of `̀̀̀̀ 10 each 56,34,644 45,38,900

e. Earnings per Share (Basic) (10.26) 0.57

f. Total weighted average number of equity

shares for Diluted EPS 56,34,644 45,38,900

g. Earnings per Share (Diluted) (10.26) 0.57

* Adjusted for forfeiture in terms of AS - 20.

28.5 Value of Import calculated on CIF Basis

Raw Materials 28.10 13.77

Packing Materials 84.94 66.92

Capital Goods 128.33 109.77

241.37 190.46

28.6 Break up of Consumption Percentage Percentage

Raw Materials

Imported 6.53% 28.10 2.31% 13.77

Indigenous 93.47% 402.28 97.69% 575.99

100.00% 430.38 100.00% 589.76

Packing Materials & Consumables

Imported 29.36% 84.94 20.75% 66.92

Indigenous 70.64% 204.38 79.25% 256.24

100.00% 289.32 100.00% 323.16

Qty

2011-12

ParticularsCurrent Year Previous Year

2011-12 2010-11

` ` ` ` ` ` ` ` ` `

Qty


(`̀̀̀̀ Lakhs)

2010-11

ValueValue

51

(`̀̀̀̀ Lakhs)


28.7 Earnings in Foreign Currency

From Export of Goods calculated on FOB Basis 519.91 486.88

Formulation Development Fees 220.31 526.16

Others - 15.86

740.22 1028.9028.8 Expenditure in Foreign Currency

Commision paid in respect of

formulation development Contracts 4.12 12.68

Travelling Expenses 1.61 5.91

5.73 18.59

28.9 a) The Company has classified assets and liabilities as long term and short term in

terms of revised Schedule VI largely based on objective criteria. However in a

few cases the classification is based on Management perception which will be

reviewed while compiling the financial statements for the ensuing financial year.

b) In the assessment of the Management the impact on the finacial statements from

ongoing review/ reconciliations of balances under the heads Trade Receivables,

Trade Payables and Advances will not be significant.

c) Figures in brackets pertain to the previous year.

d) Previous year figures have been regrouped wherever necessary to be in

conformity with current year’s figures.

29. SIGNIFICANT ACCOUNTING POLICIES

a) Fixed assets are stated at acquisition cost which comprises of purchase price, importduties, levies and any directly attributable cost of bringing the asset to its workingcondition for its intended use and also include an appropriate share of expenditure(including cost of trial runs and finance charges) during construction / installation.Income (if any) from trial runs are reduced from the Project Cost. Fixed Assets requiredfor Research & Development are capitalized and depreciated in the like manner asother fixed assets of the company. Intangibles assets are likewise stated at acquisitioncost.

Machinery Spares of the nature of capital spares/insurance spares are capitalizedseparately at the time of their purchase whether procured at the time of purchase offixed asset concerned or subsequently, and are allocated on a systematic basis over aperiod not exceeding the useful life of the principal item i.e. the fixed asset to whichthey relate . When the related fixed asset is either discarded or sold, the written downvalue less disposal value, if any of the capital spares/insurance spares is written off.

ParticularsCurrent Year Previous Year

2011-12 2010-11

52


b) Depreciation on tangible assets is provided on straight-line method at the rates as

prescribed in Schedule XIV to the Companies Act, 1956. Intangible assets are amortized

over their useful life as estimated by the management in accordance with AS-26.

Depreciation on assets whose actual cost do not exceed 5000 is depreciated at the

rate of 100%.

c) Current investments are carried at lower of cost or fair value. Long-term investments

are carried at cost (except where in the opinion of the Directors, there is a decline in

value, other than temporary, in which case appropriate provision is made for such

reduction in value).

d) Inventories are valued at the lower cost and net realisable value. Stock of samples,

stores, sales promotional materials and stationery are valued at cost. Cost is determined

on FIFO basis.

e) Expenses incurred at premises taken on lease by the company on modification /

partitions etc to meet the company’s requirements are expensed under repairs.

Extensions / Additions are capitalised.

f) Prepaid expenses, which in the opinion of the management are not material in nature,

are not carried forward and are generally absorbed in the year in which they are

incurred.

g) Transactions during the year in foreign currencies are recorded at the rate prevailing

on the transaction date. Net exchange difference arising on settlement of monetary

items or on reporting the monetary items at the closing rate are recognized as income

or expense for the year.

h) All revenues, cost, assets and liabilities are recognised on accrual basis. Income from

manufacturing charges is recognized based on stage of completion of manufacture.

Excise duty payable on uncleared finished goods is accounted when they fall due by

clearance from the factory.

i) Sales include excise duty and are net of discount and value added tax/sales tax.

j) Employee Benefits

a) Employee Benefits are recognised, measured and disclosed as per Accounting

Standard -15 (Revised 2005) – “Employee Benefits”.

b) The company relies on the actuarial valuation made by LIC using Projected Unit

Credit Method for measurement of obligation towards Post Employment Benefits

under Defined Benefit Plans such as Gratuity. Actuarial gains or losses are

recognised in the Profit & Loss Account.

53

c) Long term benefits such as earned leave are determined based on the actual

leave accumulated at the end of the year.

d) Termination Benefits are expensed in the year of termination of employment.

e) The benefits are after taking into consideration actuarial gains or losses.

k) Dividend on chits is being accounted on the basis of auction. Amount foregone for

prized chits is amortized over the period of the chit. Unamortized balance is included

under loans and advances.

l) Borrowing costs directly attributable to the acquisition of construction of a qualifying

asset are capitalised as a part of the cost of the asset. A qualifying asset is one that

necessarily takes substantial period of time to get ready for intended use. All other

borrowing costs are charged to profit and loss account of the year in which they are

incurred.

m) Income tax expense comprises current tax (i.e. amount of tax for the period determined

in accordance with the Income tax law and deferred tax charge or credit (reflecting the

tax effects of timing difference between accounting income and taxable income for the

period). The deferred tax charge or credit and corresponding deferred tax liability or

assets are recognised using the tax rates that have been enacted or substantively

enacted by the balance sheet date. Deferred tax assets are recognised only to the

extent there is reasonable certainty that the assets can be realised in future; however

where there is unabsorbed depreciation or carried forward loss under taxation laws,

deferred tax assets are recognised only if there is a virtual certainty of realization of

such assets.

n) Provision is recognized for losses arising from claims, litigations, assessments, fines,

penalties, etc., when it is probable that a liability has been incurred and the amount

can be reasonably ascertained / estimated.

o) The basic earnings (loss) per share is computed by dividing the net profit or loss after

tax attributable to equity shareholders for the year by the weighted average number of

equity shares outstanding during the year. This is further adjusted for the effect of all

dilutive potential equity shares for calculating diluted earnings per share.

p) Disclosure of related party relationships are made when control exists or where there

have been related party transactions. For this purpose, transactions which are carried

out on the same terms and conditions as applicable to the general public, such as

acceptance of Fixed Deposits and payment of interest thereon, are not considered as

related party transactions.


54

q) Leases:

Assets acquired under finance leases are capitalized at the fair value of the leased

asset at the inception of the lease and included within fixed assets. Such assets are

depreciated as per the depreciation policy for such assets stated in Note 1(b) above.

r) Impairment of Assets

As at each Balance Sheet date, the carrying amount of assets is tested for impairment

so as to determine:

a. the provision for impairment loss, if any, required; or

b. the reversal, if any, required of impairment loss recognized in previous periods.







55

Wintac LimitedRegd. Office

16/2, OVH Road,

Basavangudi,

Bangalore-560 004.

PLEASE COMPLETE THIS ATTENDANCE AND HAND IT OVER AT THE ENTRANCE OF THE MEETING

HALL, Joint hsareholders may obtain additional Attendance Slips on request (Regd. Folio No. & Name of

the shareholders & address as given on the Envelope in Block letters to be furnished below).

I hereby record my presence at the Twenty Second Annual General Meeting of the company on Thursday,

the 27th September 2012 at Pai Vijay Hall, 530/58, 33rd Cross 11th Main, 4th Block, Jayanagar,

Bangalore-560 011.

SIGNATURE OF THE SHAREHOLDERS OR PROXY------------------------------------------------------------------------

Notes

1) Shareholders/proxyholders are requested to bring the Attendance Slip with them when they come to

the meeting and hand it over at the entrance of the hall after affixing theri signature on it.

2) Shareholders/Proxyholders who comes to attend the meeting are requested to bring their copies of

the Annual Report for references at the meeting.

----------------------------------------------------------------------------------------------------------------------------------------------

Wintac Limited PROXY FORMRegd. Office 16/2, OVH Road, Basavanagudi, Bangalore - 560 004.

I/We..............................................................................................................................................................................................

of........................................................................................................................in the district of......................................

being a member/members of the above company hereby appoint.......................................................................

of........................................................................................................................in the district of......................................

or failing him......................................................................................................................................................................

of...................................................................................................................................in the district of.............................

as my/our proxy to vote for me/us on my/our behalf at the Twenty Second Annual General Meeting of the

Company, to be held on Thursday, the 27th day of September, 2012.

Signed this............................................................................day of........................................................................2012

Affix

` 1

Revenue Stamp

SignatureNote : the Proxy form should be deposited at the Registered Office of the Company, not less than Forty eight hours before the meeting.

56

Book-Post

To,

If Undelivered Please retun to

Wintac LimitedRegd. Office

16/2, OVH Road, Basavangudi,

Bangalore-560 004.

57

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