ANNUAL REPORT 2015-2016

Winning Technologies

1

BOARD OF DIRECTORS

Shri S.T.R. Mady ChairmanShri S. Jayaprakash Mady Managing DirectorShri B.R. Arun Eashwar DirectorShri R.A. Thirumoorti DirectorMs. Kavitha Krishnamoorthy DirectorShri B.P. Thyagaraj A.V.P. (Finance) & Secretary

BANKERS State Bank of India S.M.E. Branch, Peenya, 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 Bombay Stock Exchange Limited (Listing fee paid for the year 2015-16)

REGISTERED OFFICE & 54/1, Boodihal Village, Nelamangala Taluk,MANUFACTURING UNIT Bangalore District, Karnataka - 562 123

CORPORATE IDENTITY NUMBER (CIN) L85110KA1990PLC011166

1

NOTICE

Notice is hereby given that the Twenty-Sixth Annual General Meeting (AGM) of the Members of Wintac Limited will be held at the Registered Office of the Company at No.54/1, Boodihal Village, Nelamangala, Bangalore-562 123 on Tuesday, the 27th September 2016 at 10.30 am to transact the following business:

ORIDINARY BUSINESS

1. To receive, consider and adopt the audited Balance Sheet as at 31st March, 2016 and the Statement of Profit and Loss for the period ended on that date and the Reports of the Directors and Auditors thereon.

2. To appoint a Director in place of Shri.S.T.Raghavendra Mady (DIN No.00065918) 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 and to pass the following resolution:

“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made there under, as amended from time to time, M/s. Rao & Swami, Chartered Accountants (FRN 003105S), be and are hereby appointed as Statutory Auditors of the Company, for a term of one year to hold office from the conclusion of this Annual General Meeting till the conclusion of 27th Annual General Meeting on such remuneration, as may be recommended by the Audit Committee and fixed by the Board of Directors of the Company”

SPECIAL BUSINESS

4. Toconsiderand,ifthoughtfit,topass,thefollowingasaSpecialResolution:

“RESOLVED THAT subject to the provisions of Sections 196, 197, 198 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and subject to such approvals as are necessary, consent of the Company be and is hereby accorded to the re-appointment of Shri.S.Jayaprakash Mady as the Managing Director of the Company for a further period of one year with effect from 1st February, 2016 on the following terms and conditions:

Salary - `1,70,000 per month Perquisites: i. Housing: Managing Director shall be provided with a furnished company leased accommodation subject to a

maximum amount of `30,000 per month. ii. Personal Accident Insurance: As per the policy of the Company. iii. Provision of Car with driver for official use and also provision of telephone at residence will not be considered

as perquisites. However, personal long distance calls will be billed by the Company. iv. Provision of Security Services at the residence. FURTHER RESOLVED THAT in the event of inadequacy or absence of profits in any financial year during his

tenure, he shall be paid the above remuneration as a minimum remuneration subject to the limits prescribed under Schedule V of the Companies Act, 2013.”

Regd. Office: By Order of the Board of DirectorsNo. 54/1, Boodihal Village, For Wintac LimitedNelamangala,Bengaluru - 562 123

Date : 5th August 2016 B.P.THYAGARAJPlace : Bengaluru A.V.P.(FINANCE) & SECRETARY

2

NOTES:1. The statement pursuant to Section 102 (1) of the Companies Act, 2013 in respect of the special business under

item no.4 setting out all material facts is annexed hereto.2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND

VOTE ON A POLL INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. 3. The instrument appointing Proxy (in the form attached to the Notice) should be deposited at the Registered Office

of the Company not less than FORTY-EIGHT HOURS before commencement of the Meeting. 4. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more

than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or a member.

5. Proxies submitted on behalf of companies, societies, partnership firms, etc. must be supported by appropriate resolution/authority, as applicable, issued by the member entity.

6. Corporate members intending to send their authorized representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.

7. A member shall be entitled, during the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, to inspect the proxies lodged at any time during the business hours of the Company, provided that not less than ‘three days’ of notice in writing is given to the Company.

8. TheRegisterofMembersandShareTransferBooksoftheCompanywillremainclosedfrom21stSeptember2016to27thSeptember2016(bothdaysinclusive).

9. In compliance with the provisions of Section 108 of the Companies Act 2013 and the Rule 20 of Companies (Management and Administration) Rules 2013 (Amendment Rules 2015) and Regulation-44 of SEBI (LODR) Regulations, 2015, Members are provided with the facility to cast their vote electronically, through the remote e-voting facility being provided by National Securities Depository Limited (NSDL), on all the resolutions set forth in this Notice. The remote e-voting period commences on 24.09.2016 (9:00 a.m. IST) and ends on 26.09.2016 (5:00 p.m. IST). During this period, Members of the Company, holding shares either in physical form or in dematerialized form as on 20.09.2016, (Cut-offdate) may cast their votes electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by a Member, he shall not be allowed to change it subsequently. The process and manner for e-voting are attached.

10. The facility for voting, eitherthroughpollbyelectronicvotingorbyuseofballots shall also be made available at the meeting and members attending the meeting who have not already cast their votes by remote e-voting shall be entitled to exercise their right at the meeting. Members who have cast their votes by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their votes again.

11. The Board of Directors of the Company have appointed Mr.Parameshwar G Hegde, Practising Company Secretary, as the Scrutinizer, for conducting both remote e-voting and Poll voting process in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for the purpose.

12. The Scrutinizer, after scrutinizing the votes cast at the meeting by Poll and remote e-voting, will, not later than three days of conclusion of the Meeting, make a consolidated Scrutinizer’s Report and submit the same to the Chairman. TheresultsdeclaredalongwiththeconsolidatedScrutinizer’sReportshallbeplacedonthewebsiteoftheCompanywww.wintaclimited.comandonthewebsiteofwww.canbankrta.com.TheresultsshallsimultaneouslybecommunicatedtotheStockExchange.

13. Subject to the receipt of requisite number of votes, the Resolutions shall be deemed to have been passed on the date of the Meeting i.e. 27.09.2016.

14. A copy of the Annual Report along with the Notice of the 26th Annual General Meeting, stating the process and a manner of e-voting at the AGM, Attendance slip and Proxy form are sent by electronic mode to all those members whose email address is registered with the Company/Depository Participant(s) unless a member has requested for a hard copy of the same. In respect of members who have not registered their email address, physical copies of the documents are sent by permitted mode.

3

15. The Annual Report along with the Notice of the 26th Annual General Meeting and other attachments would also be available on the Company’s website at www.wintaclimited.com for download by the members. The physical copies of the aforesaid documents will also be available at the Company’s Registered Office for inspection during business hours on working days.

16. SEBI has mandated the submission of Permanent Account Number (PAN) for participating in the securities market, deletion of name of deceased holder, transmission/transposition of shares. Members are requested to submit the PAN details to their Depository Participant in case of holdings in dematerialized form and to the Company’s Registrars and Transfer Agents, mentioning your correct reference folio number in case of holdings in physical form.

17. In case any member, holding shares in Physical Form, is desirous to receive communication from the Company in electronic form, they may register their email address on canbankrta@ccsl.co.in and members holding shares in Demat Mode, with their depository participant along with their folio no. and valid email address for registration respectively.

18. Members are requested to kindly bring their copy of the Annual Report with them at the Annual General Meeting, as no extra copy of Annual Report would be made available at the Annual General Meeting. Members/proxies should also bring the attached Attendance Slip, duly filled and hand it over at the entrance of the venue.

19. Members are requested to intimate immediately, any change in their address or bank mandates to their depository participants with whom they are maintaining their demat accounts or to the Company’s Registrar & Share Transfer Agent, M/s.Canbank Computer Services Ltd., Bangalore if the shares are held by them in physical form.

20. The Register of directors and key managerial personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the members at the AGM.

21. The Register of contracts or arrangements maintained under Section 189 of the Companies Act, 2013, will be available for inspection by the members at the AGM.

22. Members who hold shares in single name and physical form are advised to make nomination in respect of their shareholding in the Company. Members desirous of making a nomination are requested to send their requests in Form No. SH.13, pursuant to the Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014 (which will be made available on request) to the Registrar and Share Transfer Agent of the Company.

23. Members who hold shares in physical form in multiple folios in identical names or joint holding in the same order of names are requested to send the share certificates to the Company’s Registrars and Transfer Agents, for consolidation into a single folio.

24. Pursuant to the provisions of Companies Act 2013, w.e.f. July 1, 2015 the companies are prohibited to distribute any gifts, gift coupons or cash in lieu of gifts to members at or in connection with any general meeting and accordingly no gifts shall be distributed to the members at the meeting.

Additional Information on Directors seeking appointment/re-appointment in forthcoming Annual General Meeting (in pursuance of Reg. 36(3) of SEBI (Listing Obligations and Disclosure) Regulations.

Name Date of BirthDate ofAppointment

QualificationsDirectorships/CommitteeMemberships

No.of SharesHeld

Mr. S.T.R. Mady 10.12.1936 04.02.1993 B’Pharma BPRL Pvt.Ltd.Shastha Pharma Lab.P.Ltd.

8,09,950

Mr. S. Jayaprakash Mady 05.09.1963 04.02.1993 B’Pharma Shastha Pharma Lab.P.Ltd. 4,90,131

None of the aforesaid Directors are related to other Directors on the Board in terms of Section 2(77) of the Companies Act, 2013.

Regd. Office: By Order of the Board of DirectorsNo. 54/1, Boodihal Village, For Wintac LimitedNelamangala,Bengaluru - 562 123

Date : 5th August 2016 B.P.THYAGARAJPlace : Bengaluru A.V.P.(FINANCE) & SECRETARY

4

STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013

ItemNo.4The Board of Directors at their Meeting held on 30th January 2016, on the recommendation of the Remuneration Committee, re-appointed Sri.S.Jayaprakash Mady as the Managing Director of the Company for a further period of one (1) year with effect from 01.02.2016 on the remuneration and other terms and conditions stated below:The Managing Director shall be entitled to the salary and perquisites as in the Resolution placed before the members subject to the limits laid down in Section 198, 309 and Schedule V of the Companies Act, 2013.He shall be liable to retire by rotation as a Director and he shall cease to be a managing director ipso facto if he ceases to be a director. His appointment is terminable by One month notice in writing on either side. The information as required under Clause B iv, Section II of Schedule-V is as under:

I GeneralInformation i. Nature of Industry – Pharmaceutical Formulations – Contract Manufacturing of Sterile Injectables and Ophthalmic

products. ii. Expected date of commencement of commercial production – Existing operating company. iii. Financial Performance – The company during the financial year 2015-16 has reported a turnover of `1828.33

lakhs and a net loss of `1513.20 lakhs. iv. Foreign investments or collaborations – GAVIS Pharma LLC, USA holds the controlling Equity Stake in the

company.

II Informationabouttheappointee: i. Back Ground details - Shri.S.Jayaprakash Mady is a Graduate in Pharmacy, an industrialist and has more than

20 years of industrial experience. ii. Past Remuneration – His remuneration prior to this appointment was `2.00 lakhs per month and same

remuneration is proposed for this current tenure also. iii. Recognition or awards – None iv. Job profile and his suitability - The Managing Director shall be responsible for the day to day management,

subject to the super-intendence, direction and control of the Board of Directors of the Company. The Managing Director shall have the general control of the business of the Company with powers to enter into contracts on behalf of the Company in the ordinary course of business and to do and perform all other acts and things which in the ordinary course of business he may consider necessary or proper in the interest of the Company and carry out such duties as may be entrusted and/or delegated to him by the Board from time to time.

v. Remuneration proposed is `1,70,000/- per month and a furnished company leased accommodation subject to a maximum amount of `30,000 per month and other perks as provided in the Resolution proposed in the notice of the meeting. The remuneration proposed is commensurate with the nature of duty, size of the Company and the profile of the Managing Director and is below the industry standards.

vi. Pecuniary relationship – Except for the shareholding of the Managing Director and his relatives in the Company, the Managing Director has no other pecuniary relationship directly or indirectly with the Company or with any of the managerial personnel.

III OtherInformation: Reasons of loss or inadequate profits – The Company has incurred substantial losses due to shut-down of the

manufacturing facility for around three months during the financial year for the replacement of Water Distribution System to meet the current GMP requirements. With the commencement of production after the shut-down, USFDA approval of ANDA’s for few products, the Management expects to turn around the operations towards end of the current financial year.

The agreement entered into between the Company and Sri S.Jayaprakash Mady is open for inspection by the members at the Registered Office of the Company on any working day during the business hours of the Company till 26th September 2016.

Except Mr.S.Jayaprakash Mady, to whom the resolution relates, no other director or key managerial personnel or their relative is interested or concerned in the said resolution.

5

In terms of the provisions of Section 196, 197 & 198 read with Schedule V of the Companies Act, 2013, the appointment of Mr.S.Jayaprakash Mady as Managing Director of the Company and payment of remuneration to him are subject to the approval of the Members in the General Meeting. The resolution seeks such approval of the members.

The Board recommends the resolution to the members for their approval.Regd. Office: By Order of the Board of DirectorsNo. 54/1, Boodihal Village, For Wintac LimitedNelamangala,Bengaluru - 562 123

Date : 5th August 2016 B.P.THYAGARAJPlace : Bengaluru A.V.P.(FINANCE) & SECRETARY

PROCESS AND MANNER FOR REMOTE E-VOTING

I. Theprocessandmannerforremotee-votingareasunder: The remote e-voting period commences on 24.09.2016 (9:00 a.m. IST) and ends on 26.09.2016 (5:00 p.m. IST).

During this period, Members of the Company, holding shares either in physical form or in dematerialised form as on 20.09.2016, (Cut-offdate) may cast their votes electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by a Member, he shall not be allowed to change it subsequently.

A. In case a Member receives an email from NSDL [for members whose email IDs are registered with the Company/Depository Participant(s)] :

i. Open email and open PDF file viz; “remote e-voting.pdf” with your Client ID or Folio No. as password. The said PDF file contains your user ID and password/PIN for remote e-voting. Please note that the password is an initial password.

ii. Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/

iii. Click on Shareholder - Login

iv. Put user ID and password as initial password/PIN noted in step (i) above. Click Login.

v. Password change menu appears. Change the password/PIN with new password of your choice with minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

vi. Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.

vii. Select “EVEN” of Wintac Limited.

viii. Now you are ready for remote e-voting as Cast Vote page opens.

ix. Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted.

x. Upon confirmation, the message “Vote cast successfully” will be displayed.

xi. Once you have voted on the resolution, you will not be allowed to modify your vote.

xii. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to scrutinizer@wintacliimited.com with a copy marked to evoting@nsdl.co.in

B. In case a Member receives physical copy of the Notice of AGM [for members whose email IDs are not registered with the Company/Depository Participant(s) or requesting physical copy] :

(i) Initial password is provided as below/at the bottom of the Attendance Slip for the AGM :

EVEN(Remotee-votingEventNumber) USERID PASSWORD/PIN (ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote.

6

II. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at the downloads section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990.

III. If you are already registered with NSDL for remote e-voting then you can use your existing user ID and password/PIN for casting your vote.

IV. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

V. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. 20th September 2016, may obtain the login ID and password by sending a request at evoting@nsdl.co.in or Issuer/RTA. However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password” option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.

Regd. Office: By Order of the Board of DirectorsNo. 54/1, Boodihal Village, For Wintac LimitedNelamangala,Bengaluru - 562 123

Date : 5th August 2016 B.P.THYAGARAJPlace : Bengaluru A.V.P.(FINANCE) & SECRETARY

NOTES

7

Attendance Slip

Folio No./Client Id : No of Shares :

Name and address of First/Sole Share holder :

I, hereby record my presence at the 26th Annual General Meeting of the Company to be held on 27th September 2016 at 10.30 am at 54/1, Boodhihal Village, Nelamangala, Bangalore-562 123.

Name of the Member/Proxy Signature of the Member/Proxy(Block letters)

..........................................................................................................................................................................................

PROXY FORM

Name of the Shareholder(s): ______________________________________________________________________Registered Address : ______________________________________________________________________Email ID :_______________Folio No./Client ID :______________________________DPID :______________________I/We, being member(s) of Wintac Limited, holding _____________________ shares of the Company, hereby appoint:

A. Name Address E-mail ID Or failing him

Signature

B. Name Address E-mail ID Or failing him

Signature

C. Name Address E-mail ID

Signature

as my/our proxy to attend and vote (on poll) for me/us, on my/our behalf at the 26th Annual General Meeting of the Company to be held on 27.09.2016 at No.54/1, Boodihal Village, Nelamangala, Bangalore-562123 and at any adjournment thereof in respect of such resolutions as are indicated below :

ResolutionNo Resolutions Vote

(PleasementionNo.ofshares)

1 Approval of Balance sheet as at 31.03.2016 and Profit & Loss account for the period ended on that date and the Reports of the Directors and Auditors thereon.

For Against Abstain

2 Appoint a Director in place of Mr.S.T.Raghavendra Mady (DIN No.00065918) who retires by rotation and being eligible offers himself for re-appointment.

3 Appoint the retiring Auditors M/s. Rao & Swamy, Chartered Accountants as Statutory Auditors and fix remuneration.

4 Re-appointment of Mr.S.Jayaprakash Mady as Managing Director

Signed this __________________ day of __________________ 2016.

_______________________ _________________________Signature of the Shareholder Signature of the Proxyholder(s)

Affix`1

Revenue Stamp

2

DIRECTORS’ REPORT

To the Members,

Your Directors have pleasure in presenting the Twenty Sixth Annual Report on the business and operations of the Company for the Financial Year ended March 31, 2016.1. Financial summary and Performance of the Company ` Lakhs

For the year ended 31st March 2015

For the year Ended 31st March 2016

Gross Sales 3058.08 2011.17Excise Duty 110.84 201.32Net Sales 2947.24 1809.85Other Income 13.66 18.48Total Revenue 2960.90 1828.33Total Expenditure 3146.87 3162.63Operating Profit/(Loss) (185.97) (1334.30)Interest 6.73 73.95Profit/(Loss)before Depreciation (PBDT) (192.70) (1408.25)Depreciation 363.70 386.74Loss before exceptional expenditure (556.40) (1794.99)Exceptional Expenditure 311.73 (160.92)Extraordinary Income 101.60 -Profit/(Loss) before Tax (766.53) (1634.07)Deferred tax 151.05 120.86Net Profit/(Loss) after Tax (615.48) (1513.21)

2. Dividend & Transfer to Reserves In view of the operating losses, no dividend is considered during the year under review and

no amount is transferred to reserves.

3. Brief description of the Company’s working during the year The total revenue from the operations during the year under review was ` 1809.85 lakhs

as compared to ` 2947.25 lakhs during the previous year, a decline of 38.59%. The net loss before tax during the current year was ` 1634.07 lakhs as against the loss of `766.53 lakhs during the previous year, an increase in loss by 113%. The decline in revenue is due to shut-down of the manufacturing plant for nearly four months (from January 2016 to April 2016) for upgradation purposes before the commencement of commercial production to the Regulated markets. Further, there was also a reduced off-take from couple of customers for Ophthalmic Products during the year. This has resulted in substantial reduction of turnover during the year and as there was no corresponding reduction in expenses, the losses during the year was high at ` 1634 lakhs. Although GAVIS Pharma has received the approval of ANDA’s for some products, the commercial manufacturing could not be commenced due to shut-down of the Plant. The commercial Manufacturing operations for both domestic and export market were resumed in May 2016. The Order Bank position of the Company for both domestic and export market is good and expect the operations to turnaround during the Second Quarter of Financial year 2016-17.

There is no other material changes and commitments affecting the financial position between the end of the financial year and date of report.

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

3

5. There are no material orders by any Regulators, or Courts or Tribunals impacting the going concern status and company’s operations in future during the year.

6. The Company has no subsidiaries. The company has investments in an Associate Company (Medispec Pharmaceuticals Pvt. Ltd.) whose net worth has completely eroded and the investment in the Associate Company and the amount due from it has been fully provided for in the Books of the Company. The associate company has ceased to carry on any business since last two years and is now defunct and therefore the Company is not expecting any economic benefits from it. In the light of the same, separate consolidated financial statement incorporating the transactions of the associate company is not prepared as AS-27 “Financial Reporting of Interest in Associates and Joint Ventures” requires that the interest in such a JV has to be reported in accordance AS-13 ‘Accounting for investments’ which is now being followed in the standalone financial statement. As the Company has no other subsidiary or associates, the present standalone financial statement represent the consolidated financial statement required to be prepared as per Schedule III of the Companies Act, 2013.

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

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

8. Fixed Deposits The details relating to deposits, covered under Chapter V of the Act : a. accepted during the year; : Nil b. remained unpaid or unclaimed as at the end of the year; : Nil c. whether there has been any default in repayment of deposits : No or payment of interest thereon during the year and if so,

number of such cases and the total amount involved; d. at the beginning of the year; : ̀ 33.55 lakhs e. maximum during the year; : ` 33.55 lakhs f. at the end of the year; : Nil The Company has not accepted or renewed any deposits during the year which are not in

compliance with the requirements of Chapter V of the Act.9. Share Capital: During the year the Company has not issued any (i) equity shares with

differential rights, (ii) Sweat Equity Shares (iii) Employee Stock Options and (iv) the company has not provided money for purchase of its own shares by employees or by trustees for the benefit of employees.

10. Directors: A. Changes in Directors and Key Managerial Personnel Sri.S.T.Raghavendra Mady retires by rotation and being eligible offers himself for re-

appointment.Sri.S.Jayaprakash Mady’s tenure as Managing Director ended on 31st January 2016 and the Board re-appointed him as the Managing Director of the Company for another term of one year effective from 01.02.2016 and is also subject to approval of the Shareholders at the ensuing Annual General Meeting.

B. Declaration by Independent Director(s): The Company has received necessary declaration from each independent director under

Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act 2013.

C. Policy on Directors’ appointment and remuneration: The Company’s policy is to have an appropriate mix of executive and independent Directors

4

to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2016, the Board consists of 5 Members, one of them is the Managing Director and three are independent directors.

D. Formal Annual Evaluation The Board evaluates the effectiveness of its functioning and that of the Committees and of

individual Directors by seeking their inputs on various aspects of Board proceedings. This would cover the active participation of Directors at the Board and Committee meetings, monitoring of corporate governance practices and participation in the long-term strategic planning of the Company.

The Chairman of the board interacted with all the Independent Directors to obtain Directors’ inputs on effectiveness of Board/Committee processes and the Board considered and discussed the inputs received from the Directors. Further Independent Directors at their meeting, reviewed the performance of Board, Chairman and Non-Executive Directors.

11. The Board met eight times during the financial year, the details of which are provided in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act 2013.

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

i. Mr.Arun Eashwar - Chairman (Independent and non-executive Director) ii. Mr.R.A.Thirumoorti - Member (Independent and non-executive Director) iii. Ms.Kavitha Krishnamoorti - Member (Independent and non-executive Director) iv. Mr.S.T.R.Mady - Member (Non-executive Chairman) The Company has established a vigil mechanism (Whistle Blower policy & Vigil Mechanism)

for Directors and employees to report concerns of unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct. The Whistle Blower Policy & Vigil Mechanism is disclosed on the Company’s website.

13. Nomination and Remuneration Committee and Stakeholders Relationship Committee The Board has constituted a Nomination and Remuneration Committee. This Committee

consists of four non-executive Directors and three of them are Independent Directors. The Chairman of the Committee is an Independent Director. The role of the Committee is to identify persons who are qualified to become Directors, recommend to the Board their appointment. The Committee also recommends to the Board a policy relating to the remuneration for the Directors and Key Managerial personnel. As part of the policy Company strives to ensure that (i) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate senior management personnel required to run the operations successfully and (ii) remuneration is commensurate with the performance and efficiency and meets performance benchmarks.

The Stakeholders Relationship Committee constituted by the Board reviews and ensures redressal of investor grievances. The Committee consists of four non-executive directors and the Chairman of the Committee is an Independent Director.

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

15. Managerial Remuneration: A. Details of the ratio of the remuneration of each director to the median employee’s

remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

5

i. Ratio of the remuneration of Managing Director to the median remuneration of employees of the Company for the financial year - 1 : 0.10 ii. Percentage of increase in the remuneration of: a. Managing Director - Nil b. Company Secretary - 4.69% c. Chief Financial Officer - 26.47% d. Median Employee - 43.49% e. No. of employees on the rolls - 262 f. Average increase made in salaries of employees other than KMP - 9.55% g. Ratio of highest paid Director to that of employees who are not Directors but received remuneration in excess of highest paid Director - 1 : 3 Although the performance of the company was not satisfactory during the year under

review, the increase in remuneration of employees was average and is as per Industry Standards. The average salary increase was essential to retain the efficient employees including the Key Managerial Personnel.

There is no variable component in the remuneration availed by the Director or KMP. The remuneration is as per the remuneration policy of the Company.

Market capitalisation of the Company was decreased by 11.42% to ` 19,447.03 Lakhs as of 31.03.2016 from ` 21,953.09 lakhs as of March 31, 2015. The price earnings ratio for March 31, 2016 as well as for March 31, 2015 is not applicable as EPS is negative for these periods at ` -15.10 and ` -6.14 respectively. The closing price of the Company’s equity shares on the BSE as of March 31, 2016 was `194.00 representing a 487.88% increase over the previous Rights Issue price.

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

C. Corporate Governance – Pursuant to Regulation 34(2)(a) of SEBI (LODR) Regulation, 2015, a Management Discussion and Analysis statement, Corporate Governance Report and Auditors’ Certificate on the compliance of conditions of Corporate Governance forms part of the Annual Report.

16. Particulars of contracts or arrangements with related parties: The particulars of contract or arrangements entered into by the Company with related

parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto in the prescribed form AOC-2 is appended to the Board’s report.

17. Statutory Auditors – M/s.Rao & Swami, Chartered Accountants and the Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible, are recommended for appointment for a period of one year to hold office up to the conclusion of 26th Annual General Meeting pursuant to Section 139 of the Companies Act, 2013.

18. Secretarial Auditor – Parameshwar G Hegde, Practicing Company Secretary has been appointed to conduct the secretarial audit of the Company for the financial year 2015-16 as required under Section 204 of the Companies Act, 2013. The Secretarial Audit Report for FY 2015-16 is annexed to the Board’s Report and forms part of the Annual Report.

19. Extract of the annual return – In accordance with the provisions of Section 134(3) (a) of the Companies Act, 2013, extract of the annual return in the prescribed format is enclosed to the Board’s Report.

20. Conservation of energy, technology absorption and foreign exchange earnings and outgo. The details of conservation of energy, technology absorption, foreign exchange earnings and

outgo are as follows:

6

(A) Conservation of energy: (i) The steps taken and its impact on conservation of energy; • Installation of Automatic power factor correction panel. • Steam condensate recovery with insulated pipelines. • Rain water harvesting. • Recycling of purified water from process machineries as infeed water to boiler. (ii) The steps taken by the company for utilising alternate sources of energy; • Installation of Bricket fired Boilers which is environmental friendly and uses brickets

(agricultural by-product) as fuel instead of Diesel or Furnace Oil. • Energy efficient motors for Air Handling Units. (iii) The capital investment on energy conservation equipment: Nil (B) Technology absorption: (i) the efforts made towards technology absorption; • Formulation development activities for Export market i.e., USA, Canada, Australia

and Europe is carried out. ANDA for 5 products developed in house were filed for USA market during last year by our customers.

• ANDA for 3 products developed in house will be filed shortly for USA market. • 6 products developed in house are ready for execution of exhibit batches for USA

market. • 3 products got USFDA approval and ready for commercialization. • Site transfer of one product meant for USA Market is being carried out and will be

completed during the current year. • Technology transfer documents received for two products. (ii) the benefits derived like product improvement, cost reduction, product development

or import substitution; • More Foreign Exchange revenue since the products are developed for export

market. • After approval of dossiers from respective Regulatory Agencies, regular commercial

supplies is expected and ensure good growth in export business. • Technical capability of the personnel strengthened to handle additional products. (iii) in case of imported technology (imported during the last three years reckoned from

the beginning of the financial year)- (a) the details of technology imported : Nil (b) the year of import : N.A. (c) whether the technology been fully absorbed : N.A. (d) if not fully absorbed, areas where absorption has not : N.A. taken place, and the reasons thereof; and (iv) the expenditure incurred on R & D : ` 643.11 lakhs (C) Foreign exchange earnings and Outgo: Foreign Exchange Earnings : ` 757.95 Lakhs Foreign Exchange Outflows : ` 314.88 Lakhs21. Directors’ Responsibility Statement The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section

134 of the Companies Act, 2013, state that— a. in the preparation of the annual accounts, the applicable accounting standards have

been followed along with proper explanation relating to material departures;

7

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year, of the profit and loss and cash-flow of the company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis; e. the directors have laid down internal financial controls to be followed by the company

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

applicable laws and that such systems are adequate and operating effectively.22. Acknowledgements The Board places on record its appreciation of the continued cooperation and support

received from the various government authorities, shareholders, business associates, medical profession, employees, depositors and bankers.

For and on behalf of the Board of Directors

Date : 28th May, 2016 (S.T.R.MADY)Place : Bengaluru. Chairman

Form No. AOC-2(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the

Companies (Accounts) Rules, 2014)1. Details of contracts or arrangements or transactions not at arm’s length basis - Nil2. Details of material contracts or arrangement or transactions at arm’s length basis

Name of Related Party Nature of Relationship Duration of Contract

Salient Terms Amount ` Lakhs

B.P.R.L. Pvt. Ltd. Common Director One time Sale Of Finished Goods 2.35B.P.R.L. Pvt. Ltd. Common Director 10 Year Rental Income (P.a) 9.00 B.P.R.L. Pvt. Ltd. Common Director 1 Year Inter Corporate Deposit (borrowing by Company

@ 14% interest p.a)25.00

GAVIS Pharma LLC, USA Holding Company On going Reimbursement of Expenses incurred on behalf of Wintac

15.09

GAVIS Pharma LLC, USA Holding Company On going Product Development Services 307.36GAVIS Pharma LLC, USA Holding Company On going Purchase of Materials & Capital items. 192.27GAVIS Pharma LLC, USA Holding Company On going Reimbursement of Fees (USFDA) paid on behalf of

Wintac Limited168.68

B.P.Thyagaraj Key Managerial Person One Time Purchase of 2 acres of Land 181.35

Appropriate approvals have been obtained for the related party transactions. Advances paid will be adjusted against Bills/Invoices.

For Wintac Limited

Date : 28th May, 2016 (S.T.R.MADY)Place : Bengaluru. Chairman

8

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN AS ON FINANCIAL YEAR ENDED ON 31.03.2016Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company

(Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

i. CIN : L85110KA1990PLC011166

ii. Registration Date : 23/08/1990

iii. Name of the Company : WINTAC LIMITED

iv. Category/Sub-category of the Company : PUBLIC LIMITED

v. Address of the Registered office & contact details

: 54/1, BOODHIHAL VILLAGE, NELAMANGALA, BENGALURU - 562123. PH.: 080-67086500.

vi. Whether listed company : YES

vii. Name, Address & contact details of the Registrar & Transfer Agent, if any.

: CANBANK COMPUTER SERVICES LTD., NO. 218, J.P.ROYALE, II MAIN, SAMPIGE ROAD, MALLESWARAM, BANGALORE - 560003. PH.: 080-23469661/9662

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

Sl. No.

Name and Description of main products / servicesNIC Code of the Product/service

% to total turnover of the

company1 Formulation Sales 99532693 47.612 Manufacturing Charges 99532693 16.923 Formulation Development 99839390 35.47

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. No.

Name and address of the Company CIN/GLNHolding/ Subsidiary/

Associate

% of shares held

Applicable Section

1 GAVIS PHARMA LLC, USA ---- HOLDING COMPANY 54.99 2(46)

9

IV. SHARE HOLDING PATTERN (Equity share capital breakup as percentage of total equity)

(i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year [As on 31-March-2015]

No. of Shares held at the end of the year [As on 31-March-2016]

% Change during the

yearDemat Physical Total% of Total

SharesDemat Physical Total

% of Total Shares

A. Promoters(1) Indiana) Individual/ HUF - 0.00% - 0.00% 0.00%b) Central Govt - 0.00% - 0.00% 0.00%c) State Govt(s) - 0.00% - 0.00% 0.00%d) Bodies Corp. - 0.00% - 0.00% 0.00%e) Banks / FI - 0.00% - 0.00% 0.00%f) Any other - 0.00% - 0.00% 0.00%Sub Total (A) (1) - - - 0.00% - - - 0.00% 0.00%(2) Foreigna) NRI Individuals - 0.00% - 0.00% 0.00%b) Other Individuals - 0.00% - 0.00% 0.00%c) Bodies Corp. 5512098 5512098 54.99% 5512098 5512098 54.99% 0.00%d) Any other - 0.00% - 0.00% 0.00%Sub Total (A) (2) 5512098 - 5512098 54.99% 5512098 - 5512098 54.99% 0.00%TOTAL (A) 5512098 - 5512098 54.99% 5512098 - 5512098 54.99% 0.00%B. Public Shareholding1. Institutionsa) Mutual Funds 1400 1400 0.01% 1400 1400 0.01% 0.00%b) Banks / FI 100 100 0.00% 100 100 0.00% 0.00%c) Central Govt - 0.00% - 0.00% 0.00%d) State Govt(s) - 0.00% - 0.00% 0.00%e) Venture Capital Funds - 0.00% - 0.00% 0.00%f) Insurance Companies - 0.00% - 0.00% 0.00%g) FIIs - 0.00% - 0.00% 0.00%h) Foreign Venture Capital Funds - 0.00% - 0.00% 0.00%i) Others (specify) - 0.00% - 0.00% 0.00%Sub-total (B)(1):- - 1500 1500 0.01% - 1500 1500 0.01% 0.00%2. Non-Institutionsa) Bodies Corp.i) Indian 1243496 8000 1251496 12.48% 1271480 8000 1279480 12.76% 0.28%ii) Overseas - 0.00% - 0.00% 0.00%b) Individualsi) Individual shareholders holding nominal share capital upto Rs. 1 lakh

322725 528489 851214 8.49% 340171 492153 832324 8.30% -0.19%

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

128050 49000 177050 1.77% 88599 - 88599 0.88% -0.89%

c) Others (specify) - Directors & Relatives 2201242 - 2201242 21.96% 2152687 56400 2209087 22.04% 0.08%Non Resident Indians 4178 8000 12178 0.12% 4122 8000 12122 0.12% 0.00%Overseas Corporate Bodies - 0.00% - 0.00% 0.00%Foreign Nationals - 0.00% - 0.00% 0.00%Clearing Members - 0.00% 69670 - 69670 0.70% 0.70%Hindu Undivided Families 17454 10 17464 0.17% 19352 10 19362 0.19% 0.02%Foreign Bodies - D R - 0.00% - 0.00% 0.00%Sub-total (B)(2):- 3917145 593499 4510644 45.00% 3946081 564563 4510644 45.00% 0.00%Total Public (B) 3917145 594999 4512144 45.01% 3946081 566063 4512144 45.01% 0.00%C. Shares held by Custodian for GDRs & ADRs - 0.00% 0.00% 0.00%Grand Total (A+B+C) 9429243 594999 10024242 100.00% 9458179 566063 10024242 100.00% 0.00%

10

(ii) Shareholding of Promoter

Sl.No.

Shareholder’s Name

Shareholding at the beginning of the year Shareholding at the end of the year

No. of Shares

% of total Shares of the

company

% of Shares Pledged/

encumbered to total shares

No. of Shares

% of total Shares of the

company

% of Shares Pledged /

encumbered to total shares

1 GAVIS PHARMA LLC 5512098 54.99% - 5512098 54.99% -

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sl.No. Particulars

Shareholding at the beginning of the year

Shareholding at the end of the year Changes during the year

No. of shares % of total shares No. of shares % of total

shares No. of shares

1. GAVIS PHARMA LLC 5512098 54.99% 5512098 54.99% NIL

(iv) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs):

Sl.No.

For each of the Top 10 shareholders

Date Reason

Shareholding at the beginning of the year

Cumulative Shareholding during the

yearNo. of shares

% of total shares

No. of shares

% of total shares

1 B.P.R.L. PVT. LTD.At the beginning of the year 1212900 12.10% 1212900 12.10%Changes during the year 30-03-2016 Transfer 70000 0.70% 1282900 12.80%At the end of the year 1282900 12.80% 1282900 12.80%

2 KRIPA MADYAt the beginning of the year 671061 6.69% 671061 6.69%Changes during the year 0.00% 0.00%At the end of the year 671061 6.69% 671061 6.69%

3 RATNAKALA MADYAt the beginning of the year 236800 2.36% 236800 2.36%Changes during the year 0.00% 0.00%At the end of the year 236800 2.36% 236800 2.36%

4 ROOPA NAGARAJ At the beginning of the year 88600 0.88% 88600 0.88%Changes during the year Transfer -0.00% 88599 0.88%At the end of the year 88599 0.88% 88599 0.88%

5 KARVY STOCK BROKING LTDAt the beginning of the year 0.00% 0.00%Changes during the year Transfer 69202 0.69% 69202 0.69%At the end of the year 69202 0.69% 69202 0.69%

6 RAJASTHAN GLOBAL SECURITIES PRAt the beginning of the year 0.00% 0.00%Changes during the year Transfer 27598 0.28% 27598 0.28%At the end of the year 27598 0.28% 27598 0.28%

7. TOBBY SIMONAt the beginning of the year 15775 0.16% 15775 0.16%Changes during the year 0.00% 0.00%At the end of the year 15775 0.16% 15775 0.16%

11

Sl.No.

For each of the Top 10 shareholders

Date Reason

Shareholding at the beginning of the year

Cumulative Shareholding during the

yearNo. of shares

% of total shares

No. of shares

% of total shares

8 KINNARI RAKESH PUJARAAt the beginning of the year 0.00% 0.00%Changes during the year Transfer 13257 0.13% 13257 0.13%At the end of the year 13257 0.13% 13257 0.13%

9 CHAYADEEP PROPERTIESAt the beginning of the year 0.00% 0.00%Changes during the year Transfer 10536 0.11% 10536 0.11%At the end of the year 10536 0.11% 10536 0.11%

10 VIJAYKUMAR SANGHVIAt the beginning of the year 6538 0.07% 6538 0.07%Changes during the year 0.00% 0.00%At the end of the year 6538 0.07% 6538 0.07%

(v) Shareholding of Directors and Key Managerial Personnel:

Sl.No.

Shareholding of each Directors and each Key Managerial

PersonnelDate Reason

Shareholding at the beginning of the year

Cumulative Shareholding during the

yearNo. of shares

% of total shares

No. of shares

% of total shares

1 S JAYAPRAKASH MADY - M.D.At the beginning of the year 913806 9.12% 913806 9.12%Changes during the year 29/12/2015 Transfer (2400) -0.02% 911406 9.09%Changes during the year 13/01/2016 Transfer (1073) 0.00% 910333 9.08%Changes during the year 21/03/2016 Transmission 51200 0.51% 961533 9.59%Changes during the year 23/03/2016 Transfer (402200) -4.01% 559333 5.58%Changes during the year 30/03/2016 Transfer (69202) -0.69% 490131 4.89%At the end of the year 490131 4.89% 490131 4.89%

2 S.T.R. MADY - CHAIRMANAt the beginning of the year 407750 4.07% 407750 4.07%Changes during the year 23/03/2016 Transfer 402200 4.01% 809950 8.08%At the end of the year 809950 8.08% 809950 8.08%

3 B.R. ARUN EASHWAR - DIRECTORAt the beginning of the year 445 0.00% 445 0.00%Changes during the year 0.00% 0.00%At the end of the year 445 0.00% 445 0.00%

4 B.P.THYAGARAJAt the beginning of the year 7032 0.07% 7032 0.07%Changes during the year 30/09/2015 Transfer (6251) 0.00% 771 0.01%Changes during the year 29/12/2015 Transfer 2400 0.02% 3171 0.03%Changes during the year 29/12/2015 Transfer (755) -0.01% 2416 0.02%Changes during the year 08/01/2016 Transfer (1645) -0.02% 771 0.01%At the end of the year 771 0.01% 771 0.00%

5 V.S. KRUPENDRA - CFOAt the beginning of the year 100 0.00% 100 0.00%Changes during the year Transfer (100) -0.00% - 0.00%At the end of the year - 0.00% - 0.00%

12

V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for

payment.

ParticularsSecured Loans

excluding deposits `Unsecured Loans ` Deposits `

Total Indebtedness `

Indebtedness at the beginning of the financial yeari) Principal Amount - - 33,55,000 33,55,000 ii) Interest due but not paid - - - - iii) Interest accrued but not due - - - - Total (i+ii+iii) - - 33,55,000 33,55,000 Change in Indebtedness during the financial year* Addition 10,00,00,000 25,00,000 10,25,00,000 * Reduction (50,79,820) - (33,55,000) (84,34,820)Net Change 9,49,20,180 25,00,000 (33,55,000) 9,40,65,180 Indebtedness at the end of the financial yeari) Principal Amount 9,49,20,180 25,00,000 - 9,74,20,180 ii) Interest due but not paid - - - - - iii) Interest accrued but not due - - - - Total (i+ii+iii) 9,49,20,180 25,00,000 - 9,74,20,180

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl. No.

Particulars of RemunerationTotal

Amount (`)Name and Designation : S. JAYAPRAKASH MADY - MANAGING DIRECTOR

1 Gross salary(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 20,40,000 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 3,60,000 (c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 -

2 Stock Option -3 Sweat Equity -4 Commission -

- as % of profit -- others, specify -

5 Others, please specify -Total (A) 24,00,000 Ceiling as per the Act 42,00,000

13

B. Remuneration to other Directors

Sl.No.

Particulars of Remuneration Name of DirectorsTotal

Amount (`)R.A. TIRUMOORTIB.R.ARUN EASHWAR

S.T.R. MADY KAVITHA.K

1 Independent Directors• Fee for attending Board Committee meetings 15,000 20,000 - 12,500 47,500 • Commission - • Others, please specify - Total (1) 15,000 20,000 - 12,500 47,500

2 Other Non-Executive Directors - • Fee for attending board committee meetings 20,000 20,000 • Commission - • Others, please specify - Total (2) - - 20,000 - 20,000Total (B)=(1+2) 15,000 20,000 20,000 12,500 67,500 Total Managerial Remuneration 24,67,500 Overall Ceiling as per the Act 61,00,000

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Sl.No.

Particulars of Remuneration Name of Key Managerial Personnel TotalAmount (` Lakhs)

Name KRUPENDRA V.S. B.P. THAYAGARAJDesignation CEO CFO CS

1 Gross salary(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

- 9.32 26.81 36.13

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - - -(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

- - - -

2 Stock Option - - - -3 Sweat Equity - - - -4 Commission - - - -

- as % of profit - - - -- others, specify - - - -

5 Others, please specify - - - -Total - 9.32 26.81 36.13

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES :

Company - Nil

Directors - Nil

Other Officers in Default - Nil

14

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2016(Pursuant to section 204 (1) of Companies Act 2013 and rule No 9 of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To the Members of Wintac Limited,

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Wintac Limited (hereinafter called ‘the company’). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.Based on my verification of the company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on March 31, 2016 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:I have examined the books, papers, minute books, forms and returns filed and other records maintained by the company for the financial year ended on March 31, 2016 according to the provisions of:i. The Companies Act, 2013 (the Act) and the rules made thereunder;ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;iv. The following Regulations and Guidelines prescribed under the Securities and Exchange

Board of India Act, 1992 (‘SEBI Act’):- a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011; b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

2015; c. The Securities and Exchange Board of India (Registrars to Issue and Share Transfer

Agents) Regulations, 1993 regarding the Companies Act and dealing with client; v. Other laws applicable specifically to the company namely: a. Drugs and Cosmetics Act 1940 and the rules made there under.I have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India. (ii) The Listing Agreements entered into by the Company with Stock Exchanges in India.I report that, during the year under review the Company has complied with the provisions of the Acts, rules, regulations and guidelines mentioned above.I further report that, there were no actions/events in pursuance of: a. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009; b. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations

2014; c. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations, 2008; d. The Securities and Exchange Board of India (Delisting of Equity shares) Regulations 2009;

15

e. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; f. Foreign Exchange Management Act, 1999 and the rules and regulations made

thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment. g. The Patents Act, 1970. h. The Trade Marks Act, 1999.requiring compliance thereof by the company during the financial year.I further report that, based on the information provided by the company, its officers and authorized representatives during the conduct of the audit, and also on the review of quarterly compliance reports taken on record by the Board of Directors of the company, in my opinion, systems and processes and control mechanism exist in the company to monitor and ensure compliance with applicable general laws like labour laws, competition law and environmental laws. I further report that, the compliance by the company of applicable financial laws like direct and indirect tax laws has not been reviewed in this Audit since the same have been subject to review by statutory financial audit and other designated professionals.I further report that, the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance to all Directors, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.As per the minutes of the meetings duly recorded and signed by the Chairman the decisions of the Board were unanimous and no dissenting views have been recorded. I further report that there are systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines, however, the same need to be strengthened commensurate with the size and operations of the company.I report further that there were no other specific events / actions in pursuance of the above referred laws, rules, regulations, guidelines, etc. having a major bearing on the company’s affairs during the financial year.

P.G.HEGDE Hegde & Hegde Date : 28th May, 2016 Company SecretariesPlace : Bengaluru FCS:1325 / C.P.No: 640

16

MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY STRUCTURE AND DEVELOPMENTSThe Indian economy has emerged as a bright spot in the world economy, becoming one of the fastest growing large economies in the world. The 7.6 per cent growth in the GDP at constant market prices in 2015-16, according to the advanced estimates of the Central Statistics Office, compares favorably with growth in the previous three years. India is projected to be among the top 10 pharmaceutical markets globally by 2020. The Indian Pharmaceutical market has grown 12% in the past 5 years and it is projected that it will continue to grow at 12-13% in the next 5 years as well, as per IMS Prognosis report.The Indian Pharmaceutical Market during the year 2015 was estimated at over ` 1000 billion growing at 15% over the previous year. The market continues to be driven mainly by volumes and new introductions while only 3-4% of the total growth is attributed to price increases.

OPPORTUNITIES AND THREATSIncreasing affordability among the fast growing middle class coupled with improving medical infrastructure and rising insurance penetration will continue to drive the growth of the industry. The hospital segment in particular is expected to grow at a significant rate with continuing expansion of the corporate hospital groups, especially in the metro cities. Indian companies are focusing on global generic and API business, R&D activities and contract research and manufacturing alliances. India is also fast emerging as a preferred pharmaceuticals manufacturing location. Several large selling drugs going off patent over next few years and increasing use of pharmaceutical generics in developed markets to reduce healthcare cost will provide attractive growth opportunities to generics manufacturers and thus Indian pharmaceutical industry is poised for an accelerated growth in the coming years. However, poor public healthcare funding and infrastructure, low per capita consumption of medicines in developing and under developed countries including India, currency fluctuations, regulatory issues, inflation and resultant all round increase in input costs are few causes of concern. OPERATIONAL PERFORMANCE & OUTLOOKThe operational performance of the Company during the year under review was not satisfactory due to shut-down of the Manufacturing Plant during the last quarter of the financial year and discontinuation of manufacturing of couple of products for the domestic market. Initially the shut-down of the Plant was planned for about a month for the replacement of purified water distribution system before the commencement of commercial supplies to US market. But, the manufacturing activity could not be commenced immediately after the shut-down due to certain unforeseen/unexpected reasons. The manufacturing operations could be commenced only during May 2016. Further two injectable products were discontinued by one of the customer for domestic market due to unviable pricing reasons. The management did not pursue to fill the freed capacity keeping in view the capacities required for export business upon approval of ANDAs. These factors have resulted in substantial reduction in sales turnover and increase in the losses during the year under review.The total revenue from the operations during the year under review was ̀ 1809.85 lakhs as compared to ` 2947.25 lakhs during the previous year, a decline of 38.59%. The net loss before tax during the current year was ` 1634.07 lakhs as against the loss of Rs.766.53 lakhs during the previous year, an increase in loss by 113%. Although approval of ANDA’s for three products were received during third quarter of the year, the commercial manufacturing could not be commenced due to shut-down of the Plant. The commercial Manufacturing operations for both domestic and export market were resumed in May 2016. The Order Bank position of the Company for both domestic and export market is good and expect the operations to turnaround during the Third Quarter of Financial year 2016-17.

17

OUTLOOK, RISKS AND CONCERNSThe Company continues to focus aggressively on the Product Development activity. ANDAs for 6 more products were filed during the year. As the Company is focusing more in product development activity of Generic Products for the US Market and reduce the domestic business, sustaining the cost of operations till the optimum utilization of capacities are the major challenges faced by the Company. The operational costs of the Manufacturing Plant is considerably higher to meet the international quality standards and therefore optimum utilization of the capacities for export market would be very crucial for the Company. The delay in approval of the dossiers by the overseas regulatory authorities increases the risk of operating losses.USFDA has so far approved 3 ANDAs of GAVIS and 5 Product approvals for other customers for ROW market are also in place. The Company expects to receive the ANDA approvals for couple of more products shortly. With the commencement of commercial supplies to US Market and ROW Market, we expect to turnaround the operations during the year.INTERNAL CONTROL SYSTEMSThe 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, compliance with the Companies policies and procedures and facilitates the management to take pre-emptive steps to minimize exceptions based on the materiality of transactions.FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCEThe Company reported a net loss of `1513.21 lakhs during the year. The operating loss before interest and depreciation and exceptional items was ̀ 1334.30 lakhs as compared to ̀ 185.97 lakhs during the previous year. The total interest cost for the year was lower at `73.95 lakhs as against `6.72 lakhs during the previous year. The company borrowed ̀ 10 crores to finance working capital and capital expenditure requirements. The servicing of interest and repayment instalments of the bank borrowings was regular and on time during the year. During the year the Company has repaid all the matured deposits amounting to `33.55 lakhs and the interest on deposits were paid on time. HUMAN RESOURCES AND INDUSTRIAL RELATIONSAs on 31st March 2016, there were 262 employees on the rolls of the Company and the relationship with the employees has been very cordial.

18

CORPORATE GOVERNANCE

The Report on Corporate Governance is pursuant to Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms a part of the report of the Board of Directors. 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 consists of Five Directors, one executive and four non executive directors. There

are three Independent Directors, including a Women Director, on the Board. The Chairman of the Board is a non-executive and non-independent Director.

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. Further none of the Independent Directors serve as an Independent Director in more than seven listed companies and also serve as a whole time director in any listed company. The Directors have made necessary disclosures regarding committee positions and other Directorships. The Company has not had any pecuniary relationship and transaction with any of the Non-Executive Directors during the year under review. None of the Directors are related to any other Director on the Board in terms of the provisions of the Companies Act, 2013.

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 Category

No. of Board Meetings attended

during 2015-16

Whether Attended AGM held

on 26.9.2015

No. of Directorship in other Public

Limited Companies

No. of Committee positions held in other Public

Limited CompaniesChairman Member Chairman Member

S.T.R.Mady Non-Independent Non-Executive 8 Yes - - - -

S.Jayaprakash Mady Non-Independent Executive 8 Yes - - - -

B.R.Arun Eashwar IndependentNon-Executive 8 Yes - - - -

R.A.Thirumoorti IndependentNon-Executive 6 No - - - -

Kavitha Krishnamoorthy IndependentNon-Executive 5 Yes - - - -

Eight Board meetings were held during the financial year 2015-16 and the gap between two meetings did not exceed one hundred and twenty days. The dates on which the Board Meetings were held are as follows:

April 4th 2015, May 22nd 2015 June 25th 2015,August 8th 2015, September 26th 2015, October 9th 2015,November 13th 2015, January 30th 2016.

19

3. AuditCommittee The scope and the terms of reference of the Audit Committee is as set out in Regulation (3) of

SEBI (Listing Obligations and Disclosure Requirements) Regulations which, inter alia, includes the following:

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

ii. Examination of quarterly and annual financial statements and auditors report thereon before submission to the Board

iii. Reviewing with the management the adequacy of internal control systems, adequacy of internal audit function, etc.

iv. Review and approval of transactions of the company with related parties. v. Recommendation for appointment of KMP, Auditors and their remuneration and other

terms. vi. Valuation of undertakings or assets of the Company wherever it is necessary. The composition of the Audit Committee and the details of meetings attended by the

Directors are given below:-

Name of Members Category No. of Meetings attended during the year 2015-16

Mr.B.R.Arun Eashwar (Chairman)

Independent, Non-Executive 7

Mr.S.T.R.Mady Non-Independent, Non-Executive 7Mr.R.A.Thirumoorthi Independent, Non-Executive 5Ms.Kavitha.K. Independent, Non-Executive 5

Audit committee meetings are attended by the Managing Director and Head of Finance. Statutory Auditors attended the meeting held on May 28, 2016. The Company Secretary acts as the Secretary of the Audit Committee.

Seven Audit Committee meetings were held during the year on the following dates: May 22nd 2015 June 25th 2015, August 8th 2015, September 26th 2015, October 9th 2015, November 13th 2015, January 30th 2016. The necessary quorum was present at the meetings.4. Nomination&RemunerationCommittee: The company has constituted a Nomination and Remuneration committee. The broad terms of

reference of the remuneration committee are to recommend to the Board the remuneration of the Directors, KMP and other senior employees and formulation of policy for evaluation of Independent Directors and the Board.

Mr.R.A.Thirumoorthi, Independent and Non-executive Director is the Chairman of the Nomination and Remuneration Committee. Mr.Arun Eashwar, Ms.Kavitha K, Independent and Non-executive Directors and Mr.S.T.R.Mady, Non-Independent and Non-executive Director are the other Members of the Committee. The details of performance evaluation criteria for Directors are provided in the Directors Report.

Committee held one meeting during the year on 30-01-2016 and all the members, except Ms.Kavitha.K, were present at the meeting.

5. RemunerationPolicy 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.

20

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.

Remunerationpaidduring2015-16: Non-Executive Directors: Name of the Director Sitting Fees (`) Mr.S.T.R.Mady 20,000 Mr.B.R.Arun Eashwar 20,000 Mr.R.A.Thirumoorthi 15,000 Ms.Kavitha.K 12,500 Managing Director Name Salary Perquisites Stock Options Shri.S.Jayaprakash Mady `20,40,000 `3,60,000 Nil Period of Contract – 1 year from 01.02.2016. The contract may be terminated by either party

with one month notice. Severance fee - Nil Details of Equity Shares of the Company held by Non-Executive Directors as on March 31

2015 are as under: Name of the Director No. of Shares Mr.S.T.R.Mady 8,09,950 MR.B.R.Arun Eashwar 4456. StakeholdersRelationshipCommittee: The composition of the committee and the details of the meetings attended by the Directors

are given below:

Name of Members Category No Meetings attended During the year 2015-16

Mr.R.A.Thirumoorti, Chairman Independent, Non-Executive 3Mr.S.T.R.Mady Non-Independent, Non-Executive 5Mr.Arun Eashwar Independent, Non-Executive 5Ms.Kavitha.K. Independent, Non-Executive 3

Five meetings of the Stakeholders Relationship Committee were held during the year 2015-16 on the following dates:-

May 22nd 2015 August 8th 2015, September 26th 2015, November 13th 2015, January 30th 2016. No. of complaints from Shareholders from 01.04.2015 to 31.03.2016 - 2 Complaints not solved to the satisfaction of the shareholders as on 31.03.2016 - Nil No. of pending share transfers as on 31.03.2016 - Nil Name, designation and address of Compliance officer: Shri.B.P.Thyagaraj , A.V.P.(Finance)

& Secretary 54/1, NH4, Boodihal Village, Nelamangala, Bangalore-562123, Phone No.080-67086500 Email - thyagaraj@wintaclimited.com

7. 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 2016. A declaration duly signed by the Managing Director is annexed hereto.

21

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

Financial Year ended Date & Time Venue31st March, 2013 21.08.2013 at 10 am Pai Vijay Hall,530/58, 33rd Cross, 11th

Main, Jayanagar Bangalore-560 011.31st March, 2014 29.09.2014 at 10 am Registered Office of Wintacat #54/1,

Boodihal Village, Nelamangala, Bangalore-562123 .

31st March, 2015 26.09.2015 at 10.30 am - “ - Whether Special Resolutions: a. Passed in the previous three Annual General Meetings - Yes b. Were put through postal ballot last year: The Members of the Company passed 2 Special Resolutions (for approving the Related

Party Transactions with GAVIS Pharma LLC, USA and BPRL Private Limited) through Postal Ballot on 17th December 2015. Both the resolutions were passed with requisite majority and the related parties abstained from voting in their respective resolution. Mr.Parameshwar G.Hegde, a Practising Company Secretary acted as Scrutinizer for the Postal Ballot conducted.

c. Whether any special resolution is proposed to be conducted through postal ballot - No9. Means of Communications: The quarterly and half years results are published in Financial Express and E-Sanje

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 • AGM date, time and Venue - 27th September 2016 at 10.30 am at the

Registered Office of the Company at No.54/1, Boodihal Village, Nelamangala, Bangalore-562123.

• Financial Year - 1st April 2015 to 31st March 2016 • Date of Book Closure - 21-09-2016 to 27-09-2016 • Dividend payment date - N.A. • Listing on stock exchange - The Stock Exchange , Mumbai, Dalal Street,

Mumbai-400 001. Stock Code: 524758 Listing fee for the year 2016-17 has been paid. 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 (2015-16) and performance in comparison to BSE Sensex :-

Period Company’s Share Price `

High LowApril 2015 248.40 201.20 May 2015 273.80 211.20June 2015 269.00 210.40July 2015 397.80 205.10August 2015 285.00 170.60September 2015 225.00 146.20October 2015 290.00 217.20November 2015 282.90 222.30December 2015 383.80 260.00January 2016 335.00 191.00February 2016 250.00 160.00March 2016 202.60 152.00

22

RegistrarsandShareTransferAgents:Canbank Computer Services Ltd., No.218, J.P.Royale, 1st Floor, 2nd Main, Sampige Road (Near 14th Cross), Malleswaram, Bangalore-560 003. Email: canbankrta@ccsi.co.in 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 31.03.2016 is as follows: -RangeofHoldings No. of Holders Amount (`)

Upto 5000 5255 61,51,160

5001 to 10000 99 8,11,470

10001 to 50000 63 13,55,460

50001 to 100000 6 3,50,260

100001 and above 13 9,15,74,070Total 5436 10,02,42,420

Dematerialization of Shares and liquidity: 94,58,179 Shares (94.35% of paid up capital) has been dematerialization as on 31.03.2016Outstanding GDR’s/ADR’s/Warrants or any convertible instruments – NilPlant location: The Company’s plant is located at 54/1, NH4 Near 39th Mile, Boodhial Village,

Nelamangala Taluk, Bangalore Dist., Karnataka.Address for correspondence: Shareholders can correspond with the Registrar and Share Transfer Agents at the addressed mentioned above. The Shareholders may also contact Mr.B.P.Thyagaraj, A.V.P.(Finance) & Secretary at the Registered office of the Company for any assistance.11. 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.

23

(b) The Company has complied with the statutory requirements of the Stock Exchanges/SEBI and statutory authority on all matters related to capital markets during the last three years. SEBI has issued a Notice under Rule 4 of SEBI (Procedure for Holding Inquiry and imposing penalties by Adjudicating officer) Rules, 1995 on 10.12.2013 for the delay in filing Disclosures under Regulation 7(3) of the SAST Regulations on 3 occasions during 2003, 2005 & 2011. The Company has filed the necessary reply and is awaiting the outcome of the proceedings. Apart from this no other penalties or strictures imposed on the company by these authorities.

(c) The Company has formulated and implemented a Whistle Blower policy and that it is hereby affirmed that no personnel has been denied access to the audit committee.

(d) The Company has complied with all the mandatory requirements relating to Corporate Governance as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 including requirements specified in Regulation 17 to 27 and Clauses (b) to (i) of Regulation 46(2) of the said SEBI (LODR) Regulations.

(e) 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.

(f) The policy on dealing with related party transactions is posted on the website of the Company www.wintaclimited.com

DECLARATIONI, S.Jayaprakash Mady, Managing Director of Wintac Limited hereby declare that all the members of the Board of Directors and the Senior Management personnel have affirmed compliance with the Code of Conduct, for the year ended March 31, 2016.

For Wintac LimitedPlace : Bengaluru S.Jayaprakash MadyDate : 28th May, 2016 Managing Director

AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCETo:The Members of Wintac Limited

We have examined the compliance of the conditions of Corporate Governance by Wintac Limited (the Company) for the year ended on March 31, 2016, as stipulated in Clause 49 of the Listing Agreement of the Company with the Stock Exchanges ("Listing Agreement") for the period April 1, 2015 to November 30, 2015 and Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") for the period December 1, 2015 to March 31, 2016.

The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination was limited to the review of procedures and implementation thereof as adopted by the Company for ensuring compliance with conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, and the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the Listing Agreement and the Listing Regulations applicable for the respective periods as mentioned above. 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 the management has conducted the affairs of the Company.

FOR RAO AND SWAMIPlace: Bengaluru Chartered Accountants (FRN 003105S)Date : 28th May, 2016 (H. Anil Kumar) Partner M.no: 022329

24

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF WINTAC LIMITEDREPORT ON THE FINANCIAL STATEMENTS1) We have audited the accompanying financial statements of WINTAC LIMITED (“the

Company”), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’sResponsibilityfortheFinancialStatements2) The Company’s Board of Directors is responsible for the matters stated in Section 134(5)

of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Rule 7 of the Companies (Accounts) Rules,2014 in respect of Section 133 of the Companies Act, 2013 in so far as applicable to the Company. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’sResponsibility3) Our responsibility is to express an opinion on these financial statements based on our audit.4) We have taken into account the provisions of the Act, the accounting and auditing standards

and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

5) We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

6) An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

7) We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion8) In our opinion and to the best of our information and according to the explanations given

to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2016, and its loss and cash flows for the year ended on that date.

EmphasisofMatter9) Your attention is drawn to the following Notes forming Part of the Financial Statements for

the year ended 31-03-2016:

25

a) Note 28.11 a) of the Financial Statements that these Financial Statements also give the information as required to be given under Part III of Schedule III of the Companies Act,2013 in consolidated financial statements of interest in the sole associate

b) Note 19.1 A) detailing claims against the Company not acknowledged as debts (including demands of about Rs.142.38 lakhs (excluding interest and penalty) upheld by the lower appellate authorities and contested by the Company) in respect of which the management expects favourable orders,

Our opinion is not qualified in respect of the above matters.REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS10) As required by Section 143 (3) of the Act, we report that: a) We have sought and obtained all the information and explanations which to the best of

our knowledge and belief were necessary for the purposes 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 those books. c) The Balance Sheet, the Statement of Profit and Loss dealt with by this Report are in

agreement with the books of account. d) In our opinion, the aforesaid financial statements comply with the Accounting Standards

in material aspects in so far as applicable to the Company. e) We report that as on 31st March 2016, no director of the Company is disqualified from

being appointed as a director under Section 164 (2) of the Companies Act, 2013 by virtue of the directorship in this Company. In respect of directorships in other companies, we have relied on the written representations made by the directors, in the prescribed form to the Board and taken on record that they are not subject to disqualification under the said section.

f) During the course of our audit of the financial statements we have observed that the company has internal financial controls though some of these controls are in our opinion not adequate or could have been better deployed or monitored to improve their effectiveness. As required by the auditing standards the perceived deficiencies in these controls which were considered significant have been duly communicated to the Management and the Audit Committee of the Board. We have however not carried out an audit of internal financial controls with an objective of expressing a view on the adequacy or effectiveness of these controls. Had we performed more extensive procedures on internal control we may have identified more such deficiencies to be included in our communication or concluded some of the deficiencies need not in fact have been communicated.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Notes 19.1 A) and 19.1 B) to the financial statements;

ii) The Company has not entered into derivative contracts. Further, with regard to the Long Term Contracts entered into by the Company we are informed that there will be no material foreseeable losses arising from those contracts.

iii) There are no amounts required to be transferred to the Investor Education and Protection Fund by the Company.

11) As required by the Companies (Auditors’ Report) Order 2016, issued by the Government of India in terms of subsection (11) of Section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

FOR RAO AND SWAMIPlace: Bengaluru Chartered Accountants (FRN 003105S)Date : 28th May, 2016 (H. Anil Kumar) Partner M.No: 022329

26

ANNEXURE REFERRED TO IN PARAGRAPH 11 OF OUR REPORT OF EVEN DATERE:WINTACLIMITED

1) FixedAssets: a) The Company is maintaining proper records which show full particulars of the fixed assets

including quantitative details and their situation. b) As informed to us by the management, though there is no formal program for periodic

verification of fixed assets, the Management has conducted physical verification of these fixed assets during the year after the previous verification carried out is 2012-13 and no material discrepancies were found on such verification. The periodicity of verification is considered reasonable.

c) The title deeds of the immovable properties are in the name of the Company. However attention is drawn to Note 9.1 a) regarding disputes regarding title of its land at Sarjapur Road where claimant is holding Khatha in his name.

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 also been verified by the management and supported by 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) As informed to us, the discrepancies noticed on such physical verification as compared to the book records were not material and have been properly dealt with in the books of account.

3) LoanstopartiescoveredintheRegistermaintainedunderSection189 The Company has not given any loans to companies, firms or other parties covered in the

Register maintained under Section 189 of the Companies Act, 2013. Hence our reporting on the matters specified in clause (iii) paragraph 3 of the order does not arise.

4) ComplianceofSection185and186oftheCompaniesAct,2013withrespecttoLoansandInvestments.

The Company has not made any loans or investments which require its verification of Section 185 and 186 of the Act.

5) FixedDeposits: The Company is not found to have accepted any deposits from the public under the provisions

of the Companies Act, 2013. In respect of deposits accepted under the provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975 the same have been repaid on maturity. 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.

6) CostRecords: The Company is not required to maintain cost records in terms of the Companies (Cost

Records and Audit) Rules, 2014 prescribed by the Central Government under Section 148 of the Companies Act, 2013.

7) StatutoryDues: 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, Employees’ State Insurance, Income tax, Sales Tax, Excise Duty, Customs Duty, Service Tax, etc. though there may be some delay. There are no undisputed tax dues outstanding for more than six months as on the balance sheet date.

27

b) Regarding disputed statutory dues, we are informed that Note 19.1 gives full particulars of dues not deposited on account of dispute/ settlement proceedings.

c) There are no dues to the Investor Education and Protection Fund.8) Loan: The Company has taken a dropline overdraft facility as referred to in Note 3 and balance as

on 31.03.2016 is within the limit.9) End use of Funds The money raised by dropline overdraft facility from the Bank were applied for the purposes

for which the facility was granted.10) Frauds No fraud on or by the Company was noticed or reported during the year under report.11) ManagerialRemuneration The Managerial Remuneration paid to its Managing Director is within the limits specified under

Section 197 read with Schedule V of the Companies Act. The approval of the shareholders for the reappointment and remuneration to the Managing Director which is effective from February 1st 2016, is to be obtained in the ensuing Annual General Meeting.

12) RelatedPartyTransactions All transactions with the related parties effecting during the year are in compliance with

section 177 and 188 of the Companied Act, 2013 and has been disclosed in Note 28.1 to the Financial Statement as required by the applicable Accounting Standard.

13) Private Placements No private placement or preferential allotment of the shares or debentures were made

during the year.14) NoncashtransactionswithDirectors: The Company has not entered into any non cash transactions with the Directors.15) RegistrationwithRBI The Company is not required to be registered with the Reserve Bank of India under Section

45 – IA of the Reserve Bank of India Act, 1934. FOR RAO AND SWAMI Chartered Accountants (FRN 003105S)

Place: Bengaluru (H. Anil Kumar) Date : 28th May, 2016 Partner M.No: 022329

28

BALANCE SHEET AS AT 31ST MARCH, 2016

Particulars Note NoAs at

31.03.2016As at

31.03.2015` `

I. EQUITY AND LIABILITIES

(1) Shareholder’s Funds Share Capital 1 10,02,97,920 10,02,97,920 Reserves and Surplus 2 4,08,61,244 19,21,81,752 (2)Non-CurrentLiabilities Long-term borrowings 3 8,29,20,180 - Other Long term liabilities 4 7,50,000 1,00,000 (3)CurrentLiabilities Short-term borrowings 5 25,00,000 - Trade payables - Total outstanding dues 6 (i) Micro enterprises and small enterprises - - (ii) Other than micro enterprises and small enterprises 5,83,47,119 5,19,81,552 Other current liabilities 7 23,69,79,886 14,33,51,142 Short-term provisions 8 80,96,811 71,30,551

Total 53,07,53,160 49,50,42,917 II. ASSETS

(1)Non-currentassets Fixed assets 9 (i) Tangible assets 30,63,12,579 30,71,32,065 (ii) Intangible assets 88,30,823 97,72,974 (iii) Capital work-in-progress 2,45,26,697 61,842 Non-current investments 10 - - Deferred tax assets (net) 11 5,29,93,983 4,09,08,413 Long term loans and advances 12 67,79,523 1,97,86,631 Other non-current assets 13 2,02,71,184 2,44,10,811 (2) Current assets Inventories 14 6,52,49,885 4,85,08,696 Trade receivables 15 2,91,87,964 2,48,38,473 Cash and bank balances 16 29,54,342 41,90,882 Short-term loans and advances 17 17,82,383 21,95,206 Other current assets 18 1,18,63,797 1,32,36,924

Total 53,07,53,160 49,50,42,917 ContingentLiabilities&Commitments 19 Other Disclosures 28SignificantAccountingPolicies 29

For and on behalf of the Board, Refer our report of even date For RAO & SWAMI

S.T.R. MADY S JAYAPRAKASH MADY Chartered AccountantsChairman Managing Director F R N NO. 003105 SARUN EASHWAR KAVITHA KRISHNAMOORTHYDirector Director H ANIL KUMAR

PartnerB P THYAGARAJ V S KRUPENDRA M. No. 022329A.V.P (Finance) & Secretary Chief Financial Officer

Place : Bengaluru Place : BengaluruDate : 28.05.2016 Date : 28.05.2016

29

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2016Particulars Note

NoFiguresforreporting

period ended 31.03.2016

Figuresforprevious

year ended 31.03.2015

` `I. Revenue from operations 20 18,09,85,241 29,47,24,633 II. Other Income 21 18,47,862 13,66,075 III. Total Revenue (I +II) 18,28,33,103 29,60,90,708 IV. Expenses:

Cost of materials consumed 22 8,34,05,233 7,63,33,995 Purchase of Finished Goods 23 - 84,33,834 Changes in inventories of finished goods, work-in- progress and Stock-in-Trade 24 54,42,917 1,58,71,369 Employee Expenses & Benefits 25 12,88,37,049 11,26,47,940 Finance costs 26 73,94,789 6,72,550 Depreciation and amortization expense 3,86,74,040 3,63,70,402 Other expenses 27 9,85,77,612 10,13,99,952 Total Expenses (IV) 36,23,31,640 35,17,30,042

V. Profit/(Loss) before exceptional and extraordinary items and tax (III - IV)

(17,94,98,537) (5,56,39,334)

VI. Exceptional Items : 28.9 (1,60,92,459) 3,11,72,579VII. Profit/(Loss) before extraordinary items and tax (V- VI) (16,34,06,078) (8,68,11,913)VIII. Extraordinary Items 28.10 - (1,01,59,859)IX. Profit/(Loss) before tax (VII - VIII) (16,34,06,078) (7,66,52,054)X. Tax expense: (1) Current tax - - (2) Deferred tax (1,20,85,570) (1,51,04,519)XI. Profit/(Loss) for the year (IX - X ) (15,13,20,508) (6,15,47,535)XII. Earning per equity share (1) Basic (15.10) (6.14) (2) Diluted (15.10) (6.14)XIII. Other Disclosures 28XIV. SignificantAccountingPolicies 29

For and on behalf of the Board, Refer our report of even date For RAO & SWAMI

S.T.R. MADY S JAYAPRAKASH MADY Chartered AccountantsChairman Managing Director F R N NO. 003105 SARUN EASHWAR KAVITHA KRISHNAMOORTHYDirector Director H ANIL KUMAR

PartnerB P THYAGARAJ V S KRUPENDRA M. No. 022329A.V.P (Finance) & Secretary Chief Financial Officer

Place : Bengaluru Place : BengaluruDate : 28.05.2016 Date : 28.05.2016

30

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2016

Particulars Current Year Previous Year2015-2016 2014-2015

` ` ` `A. CASH FLOW FROM OPERATING ACTIVITIES

Profit/ ( Loss) for the year before tax (16,34,06,078) (7,66,52,054)Adjustments for- Depreciation 3,86,74,040 4,70,85,818 - Provisions/Write offs/Write backs under Exceptional Items 81,51,138 2,04,57,163 - Exchange Fluctuation on restating closing balance of monetary assets and liabilities (34,29,830) (8,70,049)- Loss / (Profit) on sale of Fixed Assets - (8,09,478)- Surplus on sale of Oncology Business - (1,01,59,859)- Interest/dividend received (4,03,377) (4,68,282)- Interest paid 73,94,789 5,03,86,760 6,72,550 5,59,07,863 Operating profit before working capital changes (11,30,19,318) (2,07,44,191)Adjustment for :- Trade & Other Receivables 10,27,151 3,91,03,313 - Inventories (2,09,19,758) (66,64,722)- Trade & Other Payables 9,35,94,799 7,37,02,193 4,86,05,966 8,10,44,557 Net Cash from Operating Activities (A) (3,93,17,126) 6,03,00,366

B. CASH FLOW FROM INVESTMENT ACTIVITIES- Purchase of Fixed assets (4,89,93,182) (6,61,53,104)- Sale of Fixed Assets - 8,09,478 - Advance to Associate - (4,33,456)- Interest/Dividend Received 4,03,377 4,68,282 - Extraordinary Item- Sale of Oncology Business - 1,01,00,000 - Decrease / ( Increase ) in Other Bank Balances 3,89,403 (83,403)Net Cash from/(used in) Investing Activities (B) (4,82,00,402) (5,52,92,203)

C. CASH FLOW FROM FINANCING ACTIVITIES- Proceeds from (Repayment of) borrowings 9,40,65,180 (63,21,000)- Interest Paid (73,94,789) (6,72,550)Net Cash from/(used in) Financing Activities ( C ) 8,66,70,391 (69,93,550)

Net Increase in cash and cash equivalents (A)+(B)+(C) (8,47,137) (19,85,387)D. OPENING CASH AND CASH EQUIVALENTS (D) 38,01,479 57,86,866 E. CLOSING BALANCE OF CASH AND CASH EQUIVALENT (E) 29,54,342 38,01,479 NETINCREASEINCASHANDCASHEQUIVALENTS(E-D) (8,47,137) (19,85,387)

Note:CashandcashequivalentsareasdetailedinNote16(a)totheFinancialStatements.

For and on behalf of the Board, Refer our report of even date For RAO & SWAMI

S.T.R. MADY S JAYAPRAKASH MADY Chartered AccountantsChairman Managing Director F R N NO. 003105 SARUN EASHWAR KAVITHA KRISHNAMOORTHYDirector Director H ANIL KUMAR

PartnerB P THYAGARAJ V S KRUPENDRA M. No. 022329A.V.P (Finance) & Secretary Chief Financial Officer

Place : Bengaluru Place : BengaluruDate : 28.05.2016 Date : 28.05.2016

31

NOTES ANNEXED TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2016

As at 31ST MARCH, 2016

As at 31ST MARCH, 2015

1. SHARE CAPITAL ` `1.1 AUTHORISED 2,50,00,000 (2,50,00,000) Equity Shares of ` 10/- each 25,00,00,000 25,00,00,000 1.2 ISSUED, SUBSCRIBED & FULLY PAID UP 1,00,24,242 (1,00,24,242) Equity Shares of ` 10/- each 10,02,42,420 10,02,42,420 1.3 FORFEITED SHARES 55,500 55,500

10,02,97,920 10,02,97,920

1.4 RECONCILIATION OF NUMBER OF SHARES

ParticularsEquityShares

31.03.2016 31.03.2015Shares outstanding at the beginning of the year 1,00,24,242 1,00,24,242

Shares Issued during the year - -Shares redeemed during the yearShares outstanding at the end of the year 1,00,24,242 1,00,24,242

1.5 DETAILS OF SHAREHOLDERS HOLDING MORE THAN 5% OF THE SHARES

Name of Shareholder As at 31ST MARCH, 2016 As at 31ST MARCH, 2015No. of

Shares held % of Holding No. of Shares held % of Holding

EQUITY SHARESGAVIS Pharmaceuticals LLC, USA 55,12,098 54.99 55,12,098 54.99 Bangalore Pharmaceutical & Research Laboratory P Ltd 12,82,900 12.80 12,12,900 12.10 Mr. S.T.Raghavendra Mady 8,09,950 8.08 4,07,750 4.07 Mr. S Jayaprakash Mady 4,90,131 4.89 9,09,306 9.07 Mrs. Kripa Mady 6,71,061 6.69 6,71,061 6.69

1.6 Rights, Preferences and Restrictions: Equity shares are on par with each other, both with regard to payment of dividend and voting

rights.

2. RESERVE & SURPLUS SECURITIES PREMIUM ACCOUNT Opening Balance 50,98,63,366 50,98,63,366 Additions during the year - - Closing Balance 50,98,63,366 50,98,63,366 GENERAL RESERVE As per previous Balance Sheet 4,09,83,740 4,09,83,740 SURPLUS Opening balance (35,86,65,354) (29,71,17,819) (+) Net Profit/(Net Loss) For the current year (15,13,20,508) (6,15,47,535) Closing Balance (50,99,85,862) (35,86,65,354)

4,08,61,244 19,21,81,752

32

NOTES ANNEXED TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2016

As at 31ST MARCH, 2016 As at 31ST MARCH, 2015Non Current

maturity Current maturity

Non Current maturity

Current maturity

3. LONG TERM BORROWINGS ` ` ` `SECURED DroplineoverdraftfacilityFromBanksfrom State Bank of India 8,29,20,180 1,20,00,000 - - (Secured by way of equitable mortgage of Company’s land and building, hypothecation of plant and machinery and further personal guarantee of Mr. S Jayaprakash Mady, Managing Director of the Company) UNSECURED TermloansfrompartiesOtherthanBanksDeposits Fixed Deposits - - - 33,55,000

8,29,20,180 1,20,00,000 - 33,55,000

3.1 Terms of Repayment The drawing power under the dropline overdraft limit from State Bank of India is reduced

monthly over a period of 92 months after 4 months moratorium - `10 Lakhs per month for 72 months and `14 Lakhs for 20 months.

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

As at 31ST MARCH, 2016

As at 31ST MARCH, 2015

4. OTHER LONG TERM LIABILITIES ` `Security Deposits 7,50,000 1,00,000

7,50,000 1,00,000

5. SHORT TERM BORROWINGSUNSECUREDLoans and Advances from Related PartyInter Corporate Deposit 25,00,000 -

25,00,000 - 6. TRADE PAYABLES

Trade Payables 5,83,47,119 5,19,81,552 There is no information reportable under the Micro, Small, & Medium Enterprises Development (MSMED) Act, 2006. 5,83,47,119 5,19,81,552

33

NOTES ANNEXED TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2016

As at 31ST MARCH, 2016

As at 31ST MARCH, 2015

` `7. OTHER CURRENT LIABILITIES

(a) Current maturities of long-term debt (Refer Note No.3) 1,20,00,000 33,55,000 (b) Interest accrued but not due on borrowings - - (c) Other payables

Customer Advances/ Credit balances (includes `12,58,15,130 due to Holding Company) 13,49,38,538 4,21,80,865 Statutory Liabilities 23,07,519 25,74,204 Security Deposits 50,000 50,000 Due to Holding Company and entity in the holding companies group (See Note 7.2 below) 7,02,25,716 6,43,03,658 Others (See Note 7.3 below) 1,74,58,113 3,08,87,415

23,69,79,886 14,33,51,142

7.1 Amounts due to be credited to the Investor Education and Protection Fund as on 31-03-2016 ` Nil (Nil)

7.2 Towards reimbursement of cost of materials ,equipment and services procured through these parties against production of bills of original vendor/service provider.

7.3 Others include employee dues and accrued liabilities.

8. SHORT TERM PROVISIONSProvisionforEmployeeBenefits(ReferNote8.1)Gratuity 33,42,188 21,10,901 Earned Leave 31,40,983 31,96,977 Other ProvisionsTowards future commitments of Joint Venture (Refer Note 28.11) 4,18,900 5,00,000 For cenvat credit reversal (Refer Note 8.2) 11,94,740 13,22,673

80,96,811 71,30,551 8.1 Disclosures pursuant to AS-15 are given in Note 25.18.2 Towards cenvat credit reversal on inventory proposed to be scrapped.

34

NOTES ANNEXED TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 20169.

FIX

ED A

SSET

S

Gro

ss B

lock

Accum

ulated

Dep

reciati

onN

et B

lock

Bala

nce

as a

t 01

.04.

2015

Add

ition

s D

ispo

sals

/

Wit

hdra

wn

Bala

nce

as a

t 31

.03.

2016

Bala

nce

as a

t 01

.04.

2015

Dep

reciati

on

for

the

year

Dep

reciati

on

wit

hdra

wn

Bala

nce

as a

t 31

.03.

2016

Bala

nce

as a

t 31

.03.

2016

Bala

nce

as a

t 31

.03.

2015

``

``

``

``

``

ATA

NG

IBLE

ASS

ETS

Land

44,

14,0

81

2,03

,88,

054

- 2

,48,

02,1

35

- -

- -

2,4

8,02

,135

4

4,14

,081

Build

ings

12,7

5,74

,305

5

1,78

,202

-

13,2

7,52

,507

5

,15,

41,7

29

47,

19,4

18

- 5

,62,

61,1

47

7,6

4,91

,360

7

,60,

32,5

76

Plan

t and

Equ

ipm

ent

27,4

4,64

,098

1,

17,5

1,94

0 -

28,6

2,16

,038

11,

88,1

4,88

0 1

,96,

43,1

62

- 13

,84,

58,0

42 1

4,77

,57,

996

15,5

6,49

,218

Furn

iture

and

Fix

ture

s 1

,18,

41,9

50

1,0

5,96

1 -

1,1

9,47

,911

2

3,14

,408

1

1,27

,331

-

34,

41,7

39

85,

06,1

72

95,

27,5

42

Vehi

cles

78,

69,2

19

- -

78,

69,2

19

52,

34,3

75

9,4

1,42

3 -

61,

75,7

98

16,

93,4

21

26,

34,8

44

Offi

ce e

quip

men

t 4

7,93

,097

1

0,29

,708

-

58,

22,8

05

17,

77,2

66

10,

03,2

56

- 2

7,80

,522

3

0,42

,283

3

0,15

,831

Gard

en 2

0,73

,091

-

- 2

0,73

,091

-

- -

- 2

0,73

,091

2

0,73

,091

R &

D E

quip

men

ts 7

,44,

53,3

84

- 2

6,83

,951

7

,17,

69,4

33

2,0

6,68

,503

9

2,12

,605

5

7,79

6 2

,98,

23,3

12

4,1

9,46

,121

5

,37,

84,8

81

Tot

al

50,7

4,83

,225

3,

84,5

3,86

5 2

6,83

,951

54,

32,5

3,13

9 20

,03,

51,1

61

3,66

,47,

195

57,

796

23,6

9,40

,560

30,

63,1

2,57

9 30

,71,

32,0

64

Prev

ious

Yea

r44

,75,

57,2

11

6,27

,27,

839

28,

01,8

26 5

0,74

,83,

224

15,8

1,60

,298

4,

47,3

5,32

3 2

5,44

,462

20,

03,5

1,15

9 30

,71,

32,0

65

BIN

TAN

GIB

LE A

SSET

S

Com

pute

r soft

war

e 3

8,51

,590

1

1,42

,490

-

49,

94,0

80

4,1

2,82

7 7

,27,

310

- 1

1,40

,137

3

8,53

,943

3

4,38

,763

Accr

edita

tion

1,3

5,66

,596

-

1,3

5,66

,596

7

2,32

,385

1

3,57

,331

-

85,

89,7

16

49,

76,8

80

63,

34,2

11

Tot

al

1,7

4,18

,186

1

1,42

,490

-

1,8

5,60

,676

7

6,45

,212

2

0,84

,641

-

97,

29,8

53

88,

30,8

23

97,

72,9

74

Prev

ious

Yea

r 2

,65,

95,6

87

32,

51,5

90 1

,24,

29,0

91

1,7

4,18

,186

1

,70,

63,8

41

23,

50,4

96

1,17

,69,

125

76,

45,2

12

97,

72,9

74

CCA

PITA

L IN

WO

RK IN

PRO

GRE

SS

- M

achi

nery

2,4

5,26

,697

6

1,84

2

- B

uild

ing

- -

Tot

al

- 2

,45,

26,6

97

61,

842

9.1

Land

:a)

Th

ere

is a

disp

ute

on ti

tle o

f the

land

at S

arja

pur R

oad,

Orig

inal

Cos

t, `

671,

438.

The

re h

as b

een

a cl

aim

ant t

o th

e sa

id la

nd w

ho w

as s

ucce

ssfu

l in

tran

sfer

ring

the

Khat

a to

his

nam

e an

d th

e Co

mpa

ny h

as fi

led

a W

rit P

etitio

n in

the

Hon’

ble

High

Cou

rt o

f Kar

nata

ka w

hich

is p

endi

ng d

ispos

al.

b)

In re

spec

t of f

acto

ry la

nd a

t Boo

diha

l Vill

age,

a s

uit h

as b

een

filed

disp

uting

the

sale

to th

e Co

mpa

ny o

f 5 A

cres

of l

and

orig

inal

cos

t ` 1

4,97

,057

/-,

effec

ted

in th

e ye

ar 1

995-

96. T

he C

ompa

ny d

oes n

ot e

xpec

t any

adv

erse

impa

ct fr

om th

e ab

ove

two

suits

.c)

Po

rtion

of v

acan

t fac

tory

land

at B

oodi

hal V

illag

e, N

elam

anga

la Ta

luk

mea

surin

g 82

,000

Sqft

has

bee

n gi

ven

on le

ase

to B

anga

lore

Pha

rmac

eutic

als &

Re

sear

ch L

abor

ator

ies P

vt. L

td.,

a re

late

d pa

rty

as p

er S

ectio

n 2(

76) o

f the

Com

pani

es A

ct, 2

013.

9.2

Vehi

cle

gros

s blo

ck in

clud

es m

otor

car

orig

inal

cos

t ` 1

3,28

,372

stan

ding

in th

e na

me

of th

e M

anag

ing

Dire

ctor

.

35

NOTES ANNEXED TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2016

As at 31.03.2016 As at 31.03.2016Number Value Number Value

10. INVESTMENTS ` `TradeInvestments,Unquoted,atCostInvestment in Equity Shares of Medispec Pharmaceuticals Private Limited a Joint Venture Company

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

Less : Provision for diminution in value 90,00,000 90,00,000 9,00,000 - 9,00,000 -

As at 31ST MARCH, 2016

As at 31ST MARCH, 2015

11. DEFERRED TAX ASSET ` ` A. Deferred Tax Asset1. Carry Forward Depreciation 7,29,94,065 6,28,12,481 2. Expenditure not allowed as a deduction under tax laws pending actual payment 25,29,233 20,31,133

7,55,23,298 6,48,43,614 B. Deferred Tax Liability Difference between book depreciation and tax depreciation

2,25,29,315 2,39,35,201

C. Net Deferred Tax Asset 5,29,93,983 4,09,08,413

11.1 The assessment of deferred tax asset is provisional and is subject to adjustments on company filing its income tax return, assessment of returned income, outcome of appeals, etc.

11.2 In light of the Company since retaining the regulatory approval for sales to US markets, regulatory approvals available for export to European markets and the current valuation of the company, the Management is virtually certain that the company will be able to earn taxable income in subsequent years to absorb deferred tax asset comprising carry forward depreciation.

12. LONG TERM LOANS AND ADVANCES(UNSECURED)Considered GoodCapital Advances (Refer Note 12.1) 28,10,897 1,60,25,268 Security Deposits 39,68,626 37,61,363

(a) 67,79,523 1,97,86,631 ConsideredDoubtfulLoans and advances to related partiesMedispec Pharmaceutical Private Limited (b) 8,53,25,614 8,53,25,614 (a) + (b) 9,21,05,137 10,51,12,245 Less: Provision for doubtful loans and advances 8,53,25,614 8,53,25,614

67,79,523 1,97,86,631

12.1 Capital Advance includes ` Nil (` 1,50,08,399) to a key management personnel as defined u/s 2(51) of the Companies Act, 2013, for purpose of purchase of land.

36

NOTES ANNEXED TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2016

As at 31.03.2016

As at 31.03.2015

` `13. OTHER NON CURRENT ASSETS

UNSECURED, CONSIDERED GOODTaxes Refundable 2,00,71,184 2,39,10,811Other Receivables (Refer Note 13.2) 2,00,000 5,00,000

2,02,71,184 2,44,10,811

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.

13.2 Due towards sale of oncology business in financial year 2014-15.14. INVENTORIES

Raw Materials and components 2,49,16,197 1,78,79,663 Packing Materials and components 3,31,54,394 1,76,17,580 Work-in-progress 82,582 42,64,063 Finished goods (Including Purchased) 1,83,972 14,45,408 Stores and spares 19,54,651 16,32,157 Material in Transit - 56,69,825 Material in Bonded Warehouse 49,58,089 -

6,52,49,885 4,85,08,696

15. TRADE RECEIVABLESUNSECUREDConsidered Good:Debts outstanding for a period exceeding six months from due date

- 18,24,642

Other debts 2,91,87,964 2,30,13,831 2,91,87,964 2,48,38,473

16. CASH AND BANK BALANCES(a)CashandCashEquivalent

Cash on hand 22,942 42,859 Bank BalancesIn Deposit Accounts - Less Than 3 months maturity 24,74,554 23,29,000 In Current Accounts 4,56,846 14,29,620

29,54,342 38,01,479 (b)OtherBankBalances

In Deposit Accounts - More Than 3 months maturity - 3,89,403 29,54,342 41,90,882

16.1 Bank deposits with more than 12 months maturity - Nil (Nil)16.2 Statement of Account and confirmation of balance have not been received in respect of two

account with book balance of ̀ 51,232/- which is non-operative and subject to reconciliation.

37

NOTES ANNEXED TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2016

As at 31.03.2016

As at 31.03.2015

` `17. SHORT TERM LOANS AND ADVANCES

OTHER LOANS AND ADVANCES RECOVERABLE IN CASH OR KIND OR FOR VALUE TO BE RECEIVED *Unsecured, considered good 17,82,383 21,95,206

17,82,383 21,95,206 * Includes loans to staff, advances to suppliers, etc.18. OTHER CURRENT ASSETS

Prepaid Expenses 66,14,624 86,84,099 Interest Accrued but not due - 9,156 Input Tax Credits 49,49,173 42,43,669 Other Receivables (Refer Note 13.2) 3,00,000 3,00,000

1,18,63,797 1,32,36,924

19) CONTINGENT LIABILITIES AND COMMITMENTS19.1) CLAIMS AGAINST THE COMPANY NOT ACKNOWLEDGED AS DEBTA) CLAIMS TOWARDS TAXES

NATURE OF CASE FORUM WHERE CASE IS BEING ADJUDICATED

Demand of Duty/

Tax

AMOUNT PAID

REMARKS

` Lakhs ` LakhsCOMPANY IN APPEAL

CENTRAL EXCISE1. Valuation of Physicians

Samples for the period Jan2005 to December 2006

CESTAT, BENGALURU

44.95 - plus interest as applicable and Penalty equal amount

2 Penalty under Rules 209 A of the Central Excise Rules

CESTAT, AHMEDABAD

2.00 -

3 Claim of penalty on removal of exempted products

CESTAT, BENGALURU

10.36 0.05

4 Claim of Service Tax Credit on Sales Commission

COMMISSIONER APPEALS

3.56 0.27 (plus interest and Penalty as applicable)

VAT / SALES TAX

5 Difference in Sales Tax for non submission of Statutory Forms 2003-04 at Mumbai

DCST- NAVI MUMBAI

2.33 1.75

INCOME TAX6. Appeal against order of

rectification passed by AO for Asst Year 2001-02

HIGH COURT OF KARNATAKA

38.26 plus

interest as applicable

70.00(approx.)

Rs. 70 Lakhs approximately has been recovered out of refunds due to the company for subsequent assessment years towards tax and interest

38

NOTES ANNEXED TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2016

7. Appeal against order of assessment for Assessment Year 2011-12

ITAT, BENGALURU 7.11 - plus interest as applicable

FRINGE BENEFIT TAX

8. Appeal against order for assessment year 2008-09 passed pursuant to order of revision

CIT(A), BENGALURU

5.24 - Appeal against order of revision pending before the High Court

9. Appeal against order for assessment year 2007-08

CIT(A), BENGALURU

6.56 -

PROVIDENT FUND

10. Appeal against levy of damages for delay in remittance of P.F dues for the period 01.04.1996 to 24.12.2013

TRIBUNAL 32.37 -

DEPARTMENT IN APPEALCENTRAL EXCISE

11. Central Excise on Sale of brands to Recon Health Care Pvt. Ltd.

SUPREME COURT OF INDIA

400.00 - Liability if any will be on account of the purchaser which is now merged with Cadila Healthcare Limited

NOTE: In some of the cases an unfavourable order may lead to further costs by way of interest and penalty.

B) OTHERS

NATURE OF CASEFORUM WHERE CASE IS BEING ADJUDICATED

Amount of Claim

AMOUNT PAID

1. A petition by an ex employee claiming re-instatement in service

Labour Department

Not Quantifiable

-

As at 31 March 2016

As at 31 March 2015

` Lakhs ` Lakhs19.2)OtherCommitments:a)CustomDuty: i. On goods held in bonded ware house: 15.31 - ii. On other goods: - 3.89b)Estimatedamountofcontractsremainingtobe executed on capital account not provided for 97.31 174.08

39

NOTES ANNEXED TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2016

Current Year 2015-16

Previous Year 2014-15

` `20 REVENUE FROM OPERATIONS

Sales: Formulations- Gross Sales (Refer note 29(i)) 10,88,29,559 17,08,98,412 - Less : Excise Duty 2,01,31,938 1,10,83,942 - Net Sales 8,86,97,621 15,98,14,470 Income from Services:- Manufacturing Charges 3,15,19,895 6,60,16,294 - Formulation Development 6,07,67,725 6,49,30,719 Other Operating Revenues - 39,63,150

18,09,85,241 29,47,24,633 21 OTHER INCOMEa) Interest Received

From Bank 1,89,888 4,64,282 Other 2,13,489 4,000

b) Other Non Operative IncomeLease Rent 8,12,960 5,80,800 Custom duty draw back 3,32,731 - Miscellaneous Income 2,98,794 3,07,515 Profit / (Loss) on Sale of Fixed Assets (net) - 9,478

18,47,862 13,66,075 22 COST OF MATERIAL CONSUMED

Raw Materials (Bulk Drugs and other Pharmaceutical inputs) 4,75,02,676 4,29,74,291 Packing materials (Ampoules, vials, bottles, labels, cartons, shippers etc.) 3,59,02,557 3,33,59,704

8,34,05,233 7,63,33,995

23 PURCHASE FINISHED GOODS (Formulations) - 84,33,834

24 CHANGESININVENTORIESOFFINISHEDGOODSANDWORK-IN-PROGRESS(FORMULATIONS)ClosingStockFinished Goods ( including Purchased Goods) 1,83,972 14,45,408 Semi-Finished Goods 82,582 42,64,063

2,66,554 57,09,471 Less:OpeningStockFinished Goods ( Including Purchased Goods) 14,45,408 1,73,53,584 Semi-Finished Goods 42,64,063 42,27,256

57,09,471 2,15,80,840 Increase / ( Decrease ) in Inventory (54,42,917) (1,58,71,369)

25 EMPLOYEE EXPENSES & BENEFITSSalaries & Wages 11,81,27,498 10,31,10,038 Contribution to Provident and Other Funds 72,92,574 60,85,916 Staff Welfare 34,16,977 34,51,986

12,88,37,049 11,26,47,940

40

NOTES ANNEXED TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2016

25.1a) OverviewofEmployeesBenefits 1) 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. b) RecognitionandMeasurement i. 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.

ii. Liability to defined benefit plan viz. Gratuity are valued on actuarial basis under Projected Unit Credit Method. by LIC.

iii. Liability under defined contribution schemes such as contribution to Provident Fund, ESI etc. are measured based on the contribution due for the year.

c)DisclosurespursuanttoAS-15(Revised2005) As on 31/03/2016

As on 31/03/2015

i. Leave EncashmentOpening Liability 31,96,977 22,85,971 Leave encashed during the year 6,59,447 2,99,729 Closing liability as on 31st March 2016 31,40,983 31,96,977 Charge to the Profit and Loss A/c 6,03,453 12,10,735

ii GratuityTable Showing changes in present value of Obligation Present value of obligations as at beginning of year* 59,44,097 46,79,618 Interest cost 4,75,528 3,74,369 Current Service Cost 12,04,678 8,61,010 Benefits Paid (7,66,901) (4,39,513)Actuarial (gain)/ loss on obligations (7,624) 4,68,613 Present value of obligations as at end of year 68,49,778 59,44,097 Table showing changes in the fair value of plan assetsFair value of plan assets at beginning of year 38,33,196 37,90,599 Expected return on plan assets 3,34,621 3,46,475 Contributions 1,06,674 1,35,635 Benefits Paid (7,66,901) (4,39,513)Actuarial gain/(loss) on Plan assets - - Fair value of plan assets at the end of year 35,07,590 38,33,196 Table showing fair value of plan assetsFair value of plan assets at beginning of year 38,33,196 37,90,598 Actual return on plan assets 3,34,621 3,46,475

41

NOTES ANNEXED TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2016

Contributions 1,06,674 1,35,635 Benefits Paid (7,66,901) (4,39,513)Fair value of plan assets at the end of year 35,07,590 38,33,196 Funded status (33,42,188) (21,10,901)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)The amounts to be recognized in the Balance Sheet Present value of obligations as at the end of year 68,49,778 59,44,097 Fair value of plan assets as at the end of the year 35,07,590 38,33,196 Funded status (33,42,188) (21,10,901)Net asset/ (liability) recognized in the Balance Sheet (33,42,188) (21,10,901)Actuarial Gain/Loss recognizedActuarial (gain)/ loss for the year - plan assets NIL NIL Actuarial (gain)/ loss on obligations (7,624) 4,68,613 Actuarial (gain)/ loss recognized in the year (7,624) 4,68,613 Expenses Recognised in the Statement of Profit and LossCurrent Service cost 12,04,678 8,61,010 Interest Cost 4,75,528 3,74,369 Expected return on plan assets (3,34,621) (3,46,475)Net Actuarial (gain)/ loss recognized in the year (7,624) 4,68,613 Excess Provision held/ (reversed) - (5,49,262)Difference in opening balance - (69,156)Expenses recognised in the Statement of Profit and Loss 13,37,961 7,39,099

EXPLANATORY NOTES        for the period ended1. Experience Adjustments 31.03.2016 31.03.2015 31.03.2014 31.03.2013

Defined benefit obligation 68,49,778 59,44,097 47,48,774 40,31,308Plan Assets 35,07,590 38,33,196 37,90,598 43,01,965Surplus / (Deficit) (33,42,188) (21,10,901) (9,58,176) 2,70,657Experience adjustment on plan liability - (4,68,613) 7,30,840 -Experience adjustment on plan asset - - - -

2. Principal Actuarial assumptions at the Balance Sheet Date in respect of gratuity as per statement from LICParticulars As at 31.03.2016 As at 31.03.2015Discount rate 8% 8% Salary Escalation 7% 7% Withdrawal Rate 1% to 3% 1% to 3%

Depending on age Depending on age Mortality Rate LIC(1994-96) LIC(1994-96)

ultimate ultimate3. 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.

42

NOTES ANNEXED TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2016

Current Year 2015-16

Previous Year 2014-15

` `26 FINANCE COST

Interest on borrowings 73,94,789 6,72,550 73,94,789 6,72,550

27 OTHER EXPENSESAdvertisement & Sales Promotion 98,058 4,86,545 Auditor’s Remuneration 6,50,000 9,55,000 Commission Paid 4,03,727 1,03,629 Communication Expense 10,13,051 20,60,450 Director’s Sitting Fees 67,500 50,000 Outward Freight 6,60,142 3,91,232 Insurance 9,12,098 5,60,565 Interest (Other than considered as Finance Cost) 16,40,991 8,25,892 Interest on Excise Duty 24,988 5,330 Interest on Service Tax 3,30,219 - Legal and professional charges 33,08,811 59,56,556 Miscellaneous Expenses 66,61,704 57,95,214 Net gain or loss on foreign currency transaction and translation (other than considered as finance cost) 51,89,934 37,60,304 Power 3,19,42,456 3,37,86,846 Rent 15,24,836 20,53,526 Repairs and Maintenance :Machinery 1,45,64,004 1,31,58,519 Buildings 90,85,837 58,08,469 Others 36,25,359 36,59,377 Rates and Taxes 74,10,533 1,20,78,332 Travelling Expense 32,97,737 46,15,696 Vehicle Maintenance 61,65,627 52,88,470

9,85,77,612 10,13,99,952 27.1 DetailsofRemunerationtoAuditors

As Auditor 5,00,000 5,00,000 For taxation matters 1,00,000 1,05,000 For other services 50,000 3,50,000

6,50,000 9,55,000

43

NOTES ANNEXED TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2016

28) OTHER DISCLOSURES28.1RelatedPartyTransactions A. In terms of Accounting Standard 18 “Related Party Disclosures ” , the following relationships

and related parties have been identified: Relationship Related Party

1 Holding Company Gavis Pharma LLC - USA

2 Enterprises under Common control of the Holding Company

None

3 Associates/Joint Ventures Medispec Pharmaceuticals (P) Ltd4 Investing Party in respect of which the

company is an Associate or Joint VentureNone

5 Individuals who directly or indirectly are in a position to control or exercise significant influence over the company

Dr. Veerappan Subramanian

6 Enterprises/Individuals holding 20% or more of the voting power in the company directly or indirectly (other than controlling interest)

None

7 Key Management Personnel Mr. S. Jayaprakash Mady,(As defined under AS-18) Managing Director

8 Relatives of 5, 6 or 7 S. Jayaprakash Mady (HUF)Mrs.Govindammal SubramanianMs. Anu BalasubramaniamMr. Ilango SubramanianMrs. Meenakshi MadyMrs. Kripa MadyMs. Devaki MadyMs. Priyamvada MadyMs. Shreelakshmi Mady

Mrs. Rajani Subba Rao

9 Enterprises over which any person described in 5, 6, 7 or 8 is able to exercise significant influence (has control or 20% or more interest in the voting power directly or indirectly.)

Novel Laboratories Inc (upto 08.03.2016)Novel Clinical Research (India) Private Ltd (upto 08.03.2016)GAVIS Pharmaceuticals LLC (upto 08.03.2016)VGS Holdings , IncVGS Foundation, IncKali Capital, LPKali Management, LP

44

NOTES ANNEXED TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2016

B. Transactions with Related Parties (Other than expenses re-imbursed)

Nature of TransactionsHolding

Company`

Associates / Joint Venture

Joint Venture

`

Key Management

Personnel`

Relatives`

Enterprises Joint

Venture`

1. Managerial Remuneration Nil Nil 24,00,000 Nil Nil (Excluding Provision for Gratuity) (NIL) (NIL) (24,00,000) (NIL) (NIL)2.Fixed Deposits/ Loans received and outstanding Nil Nil NIL Nil Nil (NIL) (NIL) (NIL) (19,00,000) (NIL)3. Balance Receivable Nil 8,53,25,614 Nil Nil Nil

(NIL) (8,53,25,614) (NIL) (NIL) (NIL)4. Guarantee & Collaterals Nil Nil Nil NIL Nil

(NIL) (NIL) (NIL) (NIL) (NIL)5. Formulation Development Fee 3,07,35,875 Nil Nil Nil Nil

(5,41,24,054) (NIL) (NIL) (NIL) (NIL)6. Purchase of Goods, Equipment and Services * 1,92,26,748 Nil Nil Nil Nil

(3,43,40,279) (NIL) (NIL) (NIL) (1,34,31,091)7. Advance Received / Amounts Payable 19,60,40,846 Nil Nil Nil Nil

(7,15,76,758) (NIL) (NIL) (NIL) (1,34,31,091)8. Lease Rent Paid Nil Nil Nil 3,60,000 Nil

(NIL) (NIL) (NIL) (3,60,000) (NIL)9. Interest Paid Nil Nil Nil Nil Nil

(NIL) (NIL) (NIL) (2,50,402) (NIL)

*Purchase of goods/equipments and services from Gavis Pharma, LLC (Holding Company) and Novel Laboratories, INC (a controlled entity in the holding company group) is by way of reimbursement of cost of goods and services procured on behalf of the Company against production of bill of the original vendor/ Service providers.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 Chartered Accountants on India, is not given.

28.3 The company has no significant operating leasing arrangements requiring additional disclosure as per AS-19 Leases:- The Company has not entered into any financial leasing arrangement.

Current Year 2015-16

Previous Year 2014-15

` `28.4 EarningsPerSharehasbeencomputedasunder:

a) Profit after tax (15,13,20,508) (6,15,47,535)b) Profit after tax but before extra ordinary items (15,13,20,508) (7,17,07,394)c) Total weighted average number of shares of ` 10 each 1,00,24,242 1,00,24,242 d) Earnings per Share (Basic/ Diluted) (a/c) (15.10) (6.14)e) Earnings per Share (Basic/ Diluted) before extra ordinary items (b/c) (15.10) (7.15)

45

NOTES ANNEXED TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2016

Current Year 2015-16

Previous Year 2014-15

` `28.5 Value of Import calculated on CIF Basis

Raw Materials 62,29,714 73,57,273 Packing Materials & Consumables 1,48,22,033 1,20,79,351 Capital Goods 60,17,648 3,19,68,545

2,70,69,395 5,14,05,169

28.6 BreakupofConsumption Percentage PercentageQty Value Qty Value

Raw MaterialsImported 10.52% 49,95,821 10.26% 63,94,316 Indigenous 89.48% 4,25,06,855 89.74% 3,65,79,975

100.00% 4,75,02,676 100.00% 4,29,74,291 PackingMaterials&ConsumablesImported 21.16% 75,95,520 16.88% 55,29,046 Indigenous 78.84% 2,83,07,037 83.12% 2,78,30,658

100.00% 3,59,02,557 100.00% 3,33,59,704 28.7 EarningsinForeignCurrency

From Export of Goods calculated on FOB Basis 1,79,29,324 2,41,39,014 Formulation Development Fees 5,78,65,225 6,04,23,969

7,57,94,549 8,45,62,983 28.8 ExpenditureinForeignCurrency

Travelling Expenses - 1,58,032 Maintenance Computer Software 46,737 - USFDA Fees (net of reimbursements) 43,72,013 1,21,13,880

44,18,750 1,22,71,912

28.9 ExceptionalItemsBad debts written off 4,10,022 4,48,269 Sundry Creditors written back (35,20,116) (28,25,485)Advances Written back (1,08,32,276) - Provision for Doubtful Advances - 4,33,456 Advances Written Off 42,431 7,52,869 Book value of discarded Assets - 7,32,877 Depreciation - 1,07,15,416 Inventory Write down 41,78,569 2,04,15,177 Reimbursements of earlier years’ USFDA fees received (63,71,089) - Provision for contingencies - 5,00,000

(1,60,92,459) 3,11,72,579 28.10 Extra-ordinaryItems

Profit On Sale of Oncology Business - 1,01,59,859 - 1,01,59,859

46

NOTES ANNEXED TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2016

28.11 a) The Company has no subsidiaries. It has investments in only one joint venture company, M/s Medispec Pharmaceuticals Pvt. Ltd. (the JV) whose net worth has completely eroded and the investment in JV and the amount due from the said JV is fully provided for ( refer Note 10 and 12) .The Company is not expecting any economic benefits from the JV.It has ceased to carry on business since over two years and is now defunct and necessary steps will be taken to strike off its name/ liquidate it pursuant to the provisions of the Companies Act.In light of the same separate consolidated financial statement incorporating the transactions of the Joint venture is not prepared as AS-27 “Financial Reporting of Interest in Associates and Joint Ventures” requires that the interest in such a J.V has to be reported in accordance with AS-13 Accounting for Investments which is now being followed in the stand alone financial statement. As the Company has no other subsidiary or associates the present standalone financial statement represent the consolidated financial statement required to be prepared as per Schedule III of the Companies Act, 2013.

InformationasperPartIIIofScheduleIII:Nameoftheentity Net Assets, i.e., total assets

minustotalliabilitiesShareinprofitorloss

As % of consolidated

net assets

Amount As % of consolidated profitorloss

Amount

1 2 3 4 5Associate/Joint Venture ( As per the Equity Method)IndianMEDISPEC PHARMACEUTICALS PVT LTD 47.37% Negative 47.37% NIL

b) Provision for future commitments of Joint Venture As the other partner in the JV has ceased to participate in the operations of said JV’s

business since over 15 years the Company was effectively managing the JV and certain obligations of the JV have to be met by the Company till the said JV company’s name is struck off or that company is liquidated. Accordingly , a provision of ` 5,00,000 had been made as on 31.03.2015 to meet these present and future obligations and the Company will meet the expenses of the joint venture out of said provision till the JV’s name is struck of by the Registrar or liquidated.

The Movement in Provision is as under:Amount `

Opening Balance 5,00,000 Less:Payments made 81,100Closing Balance 4,18,900

28.12 a) The Company has classified assets and liabilities as long term and short term in terms of Schedule III of the Companies Act, 2013 based on an Operating Cycle of One year.

b) In the assessment of the Management the impact on the financial statements from ongoing review/ reconciliations of balances 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.

47

NOTES ANNEXED TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2016

29. SIGNIFICANT ACCOUNTING POLICIES a) Fixed assets are stated at acquisition cost which comprises of purchase price, import duties,

levies and any directly attributable cost of bringing the asset to its working condition 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 is reduced from the Project Cost. Fixed Assets required for Research & Development are capitalized and depreciated in the like manner as other fixed assets of the company. Intangible assets are likewise stated at acquisition cost.

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

b) Depreciation on tangible assets is provided on straight-line method by amortizing the depreciable amount of an asset over it residual useful life. From 01.04.2014 the residual useful life is determined as per Part ‘C’ of Schedule II of the Companies Act, 2013. 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 Rs.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 lower of cost and net realizable value. Stock of stores are valued at cost. Cost is determined on Moving Weighted Average 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 capitalized.

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.

h) The Company follows the accrual system of accounting. Revenue from sales is recognized on transfer of significant risks and rewards of ownership to the buyer. Revenue from contract manufacturing charges is recognized on completed contract method. Revenue from Formulation Development Contracts is recognized when the right to receive a non-refundable payment as per the payment mile stones under the individual contract is established. Excise Duty payable on finished goods is recognized when it falls due on clearance from the factory premises/ place of manufacture.

i) Sales as recorded in the books is net of excise duty and value added tax/sales tax. For the purpose of disclosure as per AS-9, Revenue Recognition, the figures of gross sales in Note 20 to the Financial Statements is derived by adding excise duty collected to the recorded sales which is then reduced to arrive at the net sales.

j) Employee Benefits a) Employee Benefits are recognized, measured and disclosed as per Accounting Standard

-15 (Revised 2005) – “Employee Benefits”.

48

NOTES ANNEXED TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2016

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 recognized in the Statement of Profit & Loss.

c) Provision towards earned leave is made based on the actual leave accumulated as at the balance sheet date.

d) Termination Benefits are expensed in the year of termination of employment. k) Borrowing costs directly attributable to the acquisition or construction of a qualifying assets

are capitalized 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 its intended use. All other borrowing costs are charged to the profit and loss account of the year in which they are incurred.

l) 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 recognized using the tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future; however where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets are recognized only if there is a virtual certainty of realization of such assets.

m) 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.

n) 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.

o) 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.

p) 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.

q) 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.For and on behalf of the Board, Refer our report of even date

For RAO & SWAMIS.T.R. MADY S JAYAPRAKASH MADY Chartered AccountantsChairman Managing Director F R N NO. 003105 SARUN EASHWAR KAVITHA KRISHNAMOORTHYDirector Director H ANIL KUMAR

PartnerB P THYAGARAJ V S KRUPENDRA M. No. 022329A.V.P (Finance) & Secretary Chief Financial Officer

Place : Bengaluru Place : BengaluruDate : 28.05.2016 Date : 28.05.2016

Book-Post

To,

If Undelivered Please return to

Wintac Limited54/1, Boodihal Village, Nelamangala,Bangalore, Karntaka - 562 123