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Panacea Biotec Ltd. Interim / Quarterly Report 2019

Feb 14, 2019

62573_rns_2019-02-14_6e16c236-3e32-4d52-af32-c3bf7e5c732c.pdf

Interim / Quarterly Report

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February 14,2019

The Manager, Listing Department The National Stock Exchange ofIndia Ltd. Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051 NSE Symbol: P ANACEABIO

BSE Limited Corporate Relationship Department, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 BSE Scrip Code: 531349

Reg.: Unaudited Financial Results (Provisional) along with Limited Review Report for the quarter and nine months ended December 31, 2018

Dear Sir,

In continuation to our letter dated February OS, 2019 and pursuant to Regulations 30 and 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), we would like to inform you that the Board of Directors of the Company has, at its meeting held today, i.e. February 14, 2019, inter-alia, considered and approved the Unaudited Financial Results (Provisional) of the Company (which have been subjected to Limited Review by the Statutory Auditors) for the quarter and nine months ended December 31,2018. The same were also reviewed by the Audit Committee in its meeting held on February 14, 2019. A copy of the same along with the Limited Review Report is enclosed herewith as Annexure - A.

Further, pursuant to Regulation 46(2)(1) of SEBI LODR Regulations, the abovesaid financial results are being uploaded on the website of the Company i.e. www.panacea-biotec.com.

Further, pursuant to Regulation 47(1)(b) of SEBI (LODR) Regulations, the Extract of Statement of Unaudited Financial Results (Provisional) for the quarter and nine months ended December 31, 2018 in the Format as prescribed in Annexure I of SEBI Circular No. CIRlCFD/FACI62/2016 dated 05.07.2016 is being sent for publication in newspapers.

The meeting of the Board of Directors commenced at 11:30 A.M. and concluded at 04:00 P.M.

We request you to kindly bring the above information to the notice of your members.

Thanking you,

Sincerely yours, for Panacea Biotec Ltd.

Encl: As above.

81 Extn. /G3, Mohan Co-op Indl. Estate, Mathura Road, New Delhi -110044 Email: [email protected] Phone: 0.1.0. +91-11-4167 9015 Fax: +91-11-4167 9070

Panacea Biotec Ltd.

CIN:L33117PB1984PLC022350 Registered Office: Ambala-Chandigarh Highway, Lalru - 140 501, Punjab, India. Ph.: +91-1762-505900, Fax: +91-1762-505906. e-mail: [email protected] website: www.panaceabiotec.com

(Rs in Lakh except per share)

naceaBlotec1r.,dVilC.:t,cr. ,.c' (if,;., $4A Extract of Standalone Financial Results (Unaudited)for the Quarter and Nine Months ended December 31, 2018
Quarter ended Nine Months ended Year Ended
Particulars December 31, September 30, December 31, December 31, December 31, March 31,
2018 2018 2017 2018 2017 2018
Unaudited Unaudited Unaudited Unaudited Unaudited Audited
Total income from operations 11,385 11,858 15,216 32,754 41,237 57,993
Net Profit / (Loss) for the period (before tax, exceptional and/or extraordinary item) (2,036) (4,733) (739) (12,252) (5,591) (6,124)
Net Profit / (Loss) for the period before tax (after exceptional and/or extraordinary item) (2,036) (9,483) (739) (14,936) (5,591) (6,124)
Net Profit / (Loss) for the period after tax (after exceptional and/or extraordinary item) (2,302) (9,749) (971) (15,734) (6,332) (7,188)
Total comprehensive income for the period (comprising of profit/(Ioss) for the period
(after tax) and other comprehensive income (after tax)) (2,337) (9,785) (971) {15,840) (6,332) (7,330)
Equity Share Capital (face value of Re.1 per share) 613 613 613 613 613 613
Earning per Share (of Re. 1 each (annualised, other than Quarter)
Basic: (3.76) (15.92) (1.59) (25.69) (10.34) (11.74)
Diluted: (3.76) (15.92) (1.59) (25.69) (10.34) (11.74)

Notes:

1 The above is an extract of the detailed format of Quarterly and Nine Months Financial Results filed with the Stock Exchanges under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The full format of the Quarterly and Nine Months Financial Results is available on the Stock Exchanges websites, NSE- http://www.nseindia.com. BSEhttp://www.bseindia.com and is also available on the Company's website, http://www.panaceabiotec.com.

2 The above financial results were reviewed by the Audit Committee of the Board and approved by the Board of Directors at their respective meetings held on February 14, 2019. Further, the limited review of Financial Results for the Quarter and Nine Months ended December 31, 2018, in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been carried out by the statutory auditors.

Place: New Delhi

Date: February 14, 2019 in

Managing Director

Panacea Biotec Limited

Regd. Office: Ambala-Chandigarh Highway, Lalru- 140501, Punjab

CIN: L33117PB1984PLC022350 - Ph. No. 91-11-41679000, Fax: 91-11-41679070,Website: http://www.panacea-biotec.com, E-mail: [email protected]

~nacea Statement of Standalone Unaudited Financial Resultsfor the Quarter and Nine Months ended December 31, 2018
8iotecIVA:-{("" I sflt(lf9rt <z-f' (if#<="" th="">(Rs. in Lakh)</z-f'> (Rs. in Lakh)
S.No Particulars Quarter ended Nine Months ended Year ended
December 31,2018 September 30,2018 December 31,2017 December 31,2018 December 31,2017 March 31,2018
Unaudited Unaudited Unaudited Unaudited Unaudited Audited
I Income:a) Revenue from operations
b) Other income 11,385412 11,858 15,216 32,754 41,237 57,993
Total Income 11,797 33012,188 18915,405 1,075 496 1,762
II Expenditure: 33,829 41,733 59,755
a) Cost of raw and packing materials consumed 3,343 1,906 4,810 8,383 12,500 17,941
b) Purchase of traded goods 289 199 681 653 1,636 1,835
c) Changes in inventories of finished goods, work-in-progress and stock-in-trade (456) 1,980 (479) 1,366 (321) (76)
d) Excise duty - - - 337 337
e) Employee benefit expenses 3,216 3,763 3,507 10,724 9,771 13,674
f) Depreciation and amortisation expenses 1,356 1,360 1,449 4,085 4,330 5,705
g) Finance cost 2,823 2,676 2,510 8,111 7,751 10,323
h) Other expenditure (net) 3,262 5,037 3,666 12,759 11,320 16,140
Total expenses 13,833 16,921 16,144 46,081 47,324 65,879
III Profit/(Loss) before exceptional and extra-ordinary items and tax (I-II) (2,036) (4,733) (739) (12,252) (5,591) (6,124)
IV Exceptional items (refer note 4) - ,(4,750) - (2,684) - -
V Profit/(Loss) before Tax (III-IV) (2,036) (9,483) (739) (14,936) (5,591) (6,124)
VI Tax expense:
a) Current tax - - - - - -
b) Deferred tax 266 266 232 798 741 1,064
Total tax expenses 266 266 232 798 741 1,064
VII Net Profit/(Lossl for the period (V-VI) (i,302) (9,749) (971) (15,734) (6,332) (7,188)
VIIi Other comprehensive income:
a) i) Items that will not be reclassified to Profit or Loss (54) (55) - (163) - (218)
ii) Income tax related to above 19 19 - 57 - 76
b) i) Items that will be reclassified to Profit or Loss - - - - - -
ii) Income Tax related to above - - - - - -
IX Total comprehensive income for the period (VII+VIII) (2,337) (9,785) (971) (15,840) (6,332) (7,330)
X Paid-up equity share capital 613 613 613 613 613 613
XI Earning per share for the period (of Re. 1/- each), (not annualised)-
Basic (in Rs.) (3.76) (15.92) (1.59) (25.69) (11.74)
Diluted (in Rs.) (3.76) (15.92) (1.59) (25.69) ~o (11.74)
--;z:Q1(0~Q -'""- P~~;a. I Pan.c •• Bfolec •*imNntlDnlnJrHortoflJfr *"\1-It,. t1:)<;)

* De I hi-'i' - 1

Statement of Standalone Unaudited Financial Results for the Quarter and Nine Months ended December 31, 2018
Unaudited Segment-wise Revenue, Results and Capital Employed (Rs. in lakh)
Particulars Quarter ended Nine Months ended Year ended
December 31, September 30, December 31, December 31, December 31, March 31,
2018 2018 2017 2018 2017 2018
Unaudited Unaudited unaudited Unaudited Unaudited Audited
a) Segment revenue
(i) Vaccines 3,028 2,918 4,671 6;879 12,128 18,632
(ii) Formulations 8,357 8,940 9,756 25,874 28,149 38,395
(iii) Research & development - - 789 1 960 966
(iv) Unallocated - - - - - -
Sub total 11,385 11,858 15,216 32,754 41,237 57,993
less: Inter segment revenue - - - - - -
Total segment revenue 11,385 11,858 15,216 32,754 41,237- 57,993
- - - - - -
b) Segment results
Profit (+)/Ioss (-) before tax and interest (179)
(a) Vaccines(b) Formulations (774)2,803 (1,692)2,367 4782,914 (4,503)7,543 8,896 1,47113,103
(c) Research & development (764) (905) (492) (3,153) (2,885) (4,086)
Sub total 1,265 (230) 2,900 (113) 5,832 10,488
Less: i) Finance cost 2,823 2,676 2,510 8,111 7,751 10,323
ii) Other unallocated expenditure net of unallocated income and exceptional 1,129 6,712 3,672
items 478 6,577 6,289
Total Profit before tax (2,036) (9,483) (739) (14,936) (5,591)- (6,124)
c) Capital employed - - - -
Segment assets
(i) Vaccines 50,584 51,751 52,948 50,584 52,948 53,118
(ii) Formulations 37,316 38,572 41,219 37,316 41,219 41,894
(iii) Research & development 20!531 20,701 21,101 20,531 21,101 21,084
(iv) Unallocated 50,609 51,283 52,767 50,609 52,767 51,253
Sub total 159,040 162,307 168,035 159,040 168,035 167,349
Segment liability
(i) Vaccines 6,678 7,572 -6,079 6,678 6,079 7,114
(ii) Formulations(iii) Research & development 15,2992,764 17,0703,054 16,561 15,2992,764 16,5612,911 16,5002,573
(iv) Unallocated 111,235 109,481 2,911102,664 111,235 102,664 102,352
-------SubTotal 135,976 137,177 128,2i5 135,976 128,215 128,539
~~<br>Capital employed (Segment assets - segment liabilities)
c?(i) Vaccines1---< 44,179 46,869 43,906 46,869 46,004
0-Cl1(ii) FormulationsQI Panacaa Blelac • J~~617 21,502 24,658 22,017 24,658 25,394
-{~,. *(iii) Research & development[ 17,767 17,647 18,190 17,767 18,190 18,511
~$(iv) Unallocated,~L. (60,626) (58,198) (49,897) (60,626) (49,897) (51,099)
~~lh07Total capital employed;:;,t"' oX 23,064 25,130 39,820 23,064 39,820 38,810

Notes:

    1. The above unaudited financial results of Panacea Biotec Limited ('the Company') were reviewed by the Audit Committee of the Board and approved by the Board of Directors at their respective meetings held on February 14, 2019. Further, the limited review of the Financial Results for the Quarter and Nine Months ended December 31, 2018, in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been carried out by the statutory auditors.
    1. The financial results have been prepared in accordance with the recognition and measurement principles of applicable Indian Accounting Standards ("IND-AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 as specified in section 133 of the Companies Act, 2013. .
    1. During the quarter under review, the Company has received WHO pre-qualification for Bivalent Oral Polio Vaccine (Type 1 and 3) from its Vaccine Formulation Facility at Baddi, Himachal Pradesh.
    1. During the previous quarter, the Company had settled its dispute with Edelweiss Asset Reconstruction Company Limited ("EARC") as per the terms of CDR scheme. As a result of this settlement with EARC, the Company had booked exceptional loss ofRsA,750 lakh.
    1. With respect to the observations of the auditors in their report on the above results:
    • a.· Borrowings under Corporate Debt Restructuring: During financial year 2014-15, the Company was sanctioned a Corporate Debt Restructuring ("CDR") scheme under the CDR mechanism of the Reserve Bank of India ("RBI") after attaining super-majority from its lender banks ("CDR Lenders"). The debt obligations, including interest thereon, have been measured, classified and disclosed in these financial statements in accordance with the Master Restructuring Agreement ("MRA") as per CDR scheme, to the extent agreed with the banks. In its meeting held on May 22,2018, the CDR Lenders (other than Indian Overseas Bank) have informed the Company that they are considering the CDR scheme as failed CDR and exit from CDR. Consequently, the CDR Lenders have classified the Company's account as. non-performing asset due to non-compliance with the pending conditions but not due to defaultfor payment of principal! interest as per agreed terms of CDR. Accordingly, management continues to recognize, measure, classify and present its debt obligations as at December 31, 2018 in accordance with the CDR scheme.

During the quarter under review, owing to cash flow constraints, the Company has been unable to repay interest and principal instalments due on borrowings from CDR Lenders. As at December 31~ 2018, interest and principal instalments aggregating to Rs. 5,195 lakhs (March 31, 2018: Rs Nil) remain unpaid towards CDR debts.

Other borrowings: Further, Bank of India had classified the outstanding External Commercial Borrowings ('ECB') amounting USD 25 million as non-performing in view of non-payment of the first installment ofUSD 8.33 million which was due on.September 30, 2017. At the end of quarter under review, two annual instalments ofUSD 8.33 million each (Rs 5,815 lakh each) that were due respectively on September 30,2018 and 2017 and interest ofRs.l,012 Lakh upto December 31,2018 on the entire ECB are overdue.

Based on the management's evaluations and assessments, the Company believes that it will be able to resolve these matters favorably in due course without materially impacting the recognition, measurement, classification and disclosures presented in these financial results for its debt obligations. Accordingly, no other adjustments are considered necessary in the books of accounts at this stage.

b. During the financial year 2007-08, the Company had given an advance ofRs.l,768 lakh pursuant to the agreement with Ilyas & Mustafa Galadari Management Investment & Development (L.L.C.), U.A.E. ("the Developer") for purchase of certain immoveable properties in Dubai. The Developer failed to deliver the said properties to the Company and offered other properties under construction in lieu of the said properties. Owing to continuous delays in completion of construction, the Company has initiated legal recourse and issued a legal notice to the Developer.

During the quarter ended December 31, 2017, with a view to restructure the Company's debt obligations and reduce its interest outlay, the board of directors had approved the assignment of its receivables from the. Developer to its wholly owned subsidiary viz. Radhika Heights Ltd. (RHL) in lieu of adjustment of part of RHL's loan payable by the Company, subject to the applicable provisions of the Foreign Exchange Management Act, 1999 as amended and other applicable laws, if any. The process of assigning the said receivable to RHL is expected to be completed in due course.

In view of ongoing discussions with the Developer and on the basis of the legal advice obtained, the Group believes that it has valid rights to claim the recovery of the advance paid to the Developer, in the form of either a refund or other properties. The management believes that the advance given to the Developer is fully realisable as the market value of the properties under discussion is more than the advance given under the original agreement. Accordingly, no adjustments are considered necessary in the books of accounts.

c. In view of absence of profits during financial years 2013-14 and 2012-13, total remuneration paid to the Managing! Joint Managing and Whole time Directors had exceeded the ceiling prescribed in Section II of Part II of Schedule XIII to the Companies Act, 1956 by Rs.291 lakh for the said years. Further, because of non-compliance to one of the conditions of part II of Section II of Schedule V to the Companies Act, 2013, the remuneration amounting to Rs. 26 lakh paid to a whole time director during the year ended March 31, 2016 and remuneration amounting to Rs. 430 lakh and Rs. 417 lakh paid to six directors (Managing! Joint Managing and Whole time Directors) during the year ended March 31, 2017 and 2018 respectively required approval of the Central Government and the Company had filed the necessary applications in this regard. However, the Company's applications for approval of the aforesaid excess remuneration were not approved by the Central Government and consequently, the Company was required to recover the excess amount thus paid for the said years unless the recovery thereof is waived by the Central Government, on applications submitted by the Company. The Company has also accounted for managerial remuneration amounting to Rs. 274lakh during the Nine Months ended December 31, 2018 for which the Company required prior approval of the Central Government. The Company submitted new applications to the Central Government for waiver of recovery of excess remuneration paid in respect of aforesaid periods. However, in view of the recent amendments in the provisions of Section 197 of the Companies Act, 2013 effective from September 12, 2018, whereby the powers of Central Government for approval of payment of managerial remuneration in excess of limits/ waiver of recovery of managerial remuneration recoverable, etc. have been transferred to the shareholders / lenders of the Company. Accordingly, the said applications stand abated at the Central Government. The Company has accordingly decided to obtain the necessary approval from its shareholders/ lenders in due course in compliance with the aforesaid amended provisions of the Companies Act, 2013. Pending such <I1N, ~~~ Company has recorded an amount of Rs. 1,438 lakh as on December 31, 2018 (March 31, 2018: 1,164 lakh) as recover from ~~ directors towards such excess remuneration paid. The Company is confident of obtaining necessary appr *P8Mo9m.c ~~* shareholders/lenders. .,.. -;. '''''''''''''''''''"'II/j< ;. / {2 (9 /~~i

I ~ - Delhi-~~/

  • ""d. For the Nine-Months ended December 31, 2018, the Company has incurred a loss of Rs. 15,7341akh (March 31, 2018: Loss ofRs. 7,188 lakh). The continuous losses have adversely affected the cash flows of the Company. These conditions, read with note 4 & 5(a) above, indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. The Company has undertaken several measures to mitigate this risk, which include scaling up revenues of vaccine SBU, initiating supply of oral polio vaccine to different institutional buyers from Baddi facility, entering into strategic alliances with domestic as well as foreign collaborators for supply of products, launch of new products in IndiaIROW CountrieslUSAIEU markets etc. expediting development of new products and monetization of non-core assets, raising of funds, etc. Based on above measures and continuous efforts to improve the business performance and-as explained in note 5(a) above, the management believes that it would be able to generate sustainable cash flow, recover and recoup the erosion in its net worth through profitable operations, discharge its obligations as they fall due and continue as a going concern.
    1. The necessary certificate/ report in respect of the above results in terms of requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been placed before the Board of Directors.
    1. Previous period amounts have been regrouped! reclassified in compliance with IND-AS to make them comparable with those of current period! year.
    1. The above results are also available on the Company's website http://www.panaceabiotec.com

Place: New Delhi Date: February 14,2019

For and on behalf of the Board of Directors

Dr. Rajesh Jain Managing Director

~

Panacea Biotec Limited Regd. Office: Ambala-Chandigarh Highway, Lalru-140501, Punjab CIN: L33117PB1984PLC022350, Ph. No. +91-11-41679000, Fax: +91-11-41679070 Website: http://www.panaceabiotec.com. E-mail: [email protected]

Walker Chandiok &'Co LLP

Walker Chandiok & Co llP (Formerly Walker, Chandiok & Co) 21 st Floor, DLF Square Jacaranda Marg, DLF Phase II Gurgaon 122002 India

T +91 1244628000 F +91 124462 s001

Independent Auditor's Review Report on Quarterly Financial Results and Year to Date Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To the Board of Directors of Panacea Biotec Limited

    1. We have reviewed the accompanying statement of unaudited financial results ('Statement,) of Panacea Biotec Limited ('the Company') for the quarter ended 31 December 2018 and the year to date results for the period 1 April 2018 to 31 December 2018, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBr (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Statement is the responsibility of the Company's Management and has been approved by the Board of Directors, Our responsibility is to issue a report on the Statement based on ou.r .review.
    1. We conducted our review in accordance with the Standard on Review Engagement (SRE) 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures, applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.
    1. As explained in Note 5(a) to the Statement, the Company's total borrowings as at 31 December 2018 includes balances payable to various lenders amounting to Rs. 78,902 lakhs which are currently recorded based on revised terms agreed with the said lenders as part of the Corporate Debt Restructuring ("CDR") scheme, and are reconciled with the lenders. During the quarter ended 30 June 2018, the lenders had informed the Company that they are considering CDR package as failed CDR and exit from CDR. While there are further discussions, as described in the said note and paragraph 5 below, pending conclusion of the revised resolution plan, we are unable to comment upon the impact, if any, on the carrying values of borrowings and its related classification as at 31 December 2018 and the interest expense (including penal interest, if any) for the period then ended This matter was also modified in our audit report on the financial statements for the year ended 31 March 2018.
    1. Based on our review conducted as above, except for the possible effects of the matter described in the previous paragraph, nothing has come to out attention that causes us to believe that the accompanying Statement prepared in accordance with applicable Indian Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended) and SEBI Circulars CIR/CFD/CMD/15/2015 dated 30 November 2015 and CIR/CFD/FAC/62/2016 dated 5 July 2016, and other recognised accounting practices and policies has not disclosed the information required to be disclosed in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including the manner in which it is to be disclosed, or that it contains any material misstatement.

Chartered Accountants Waller ChaOOiok & Co LLP is rellisle"" with limited ~ with identifICation ...-nbor MC2085 III1d its registered ollie. at l"'l CannaoghtCirtus, NewOeh,lHJOO1,_

Walker Chandiok &'Co LLP

Independent Auditor's Review Report on Quarterly Financial Results of the Panacea Biotec Limited Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Cont'd) •

    1. We draw attention to note 5(d) to the Statement which indicates that the Company has incurred a net loss (before exceptional items) of Rs. 2,036 lakhs and Rs, 12,252 lakhs during the quarter and nine months ended 31 December 2018 respectively and as of that date, the Company's current liabilities exceeded its current assets by Rs. 44,754Iakhs. The Company has defaulted in repayment of borrowings from banks/ financial institutions and is in discussions with the consortium oflenders for approval of a revised resolution plan. These factors along with other matters as set forth in aforesaid note and paragraph 3 above indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. However, management has represented that the Company is in the process of discussions with potential investors for infusing funds in the Company. Basis this and other factors mentioned in the aforesaid note 5(d) to the Statement, management is of the view that going concern basis of accounting is appropriate. Our report is not modified in respect of this matter.
    1. We draw attention to:
    • a) Note 5(b) to the Statement regarding capital advances amounting to Rs. 1,7681akhs given to a real estate developer for acquiring certain immovable properties in Dubai where the Company has initiated legal recourse.
    • b) Note 5(c) to the Statement regarding payment of managerial remuneration for the period 1 April 2018 to 31 December 2018 and financial years ended 31 March 2018, 2017, 2016, 2014 and 2013 respectively, which is in excess of the limits specified by the relevant provisions of the Companies Act, 2013 /the Companies Act, 1956 by Rs. 1,4381akhs for the said years. The Company's applications to the Central Government seeking approval for payment of such excess remuneration have not been approved and consequently the Company is required to recover the excess amount thus paid for the said years. The Company has recorded an amount of Rs. 1,438 lakhs as recoverable from the directors towards such excess remuneration paid. The Company submitted applications to the Central Government for waiver of recovery of excess remuneration paid. Further, as discussed in aforementioned note, pursuant to the notification of the effective date of section 67 of the Companies (Amendment) Act, 2017 amending section 197 - overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits, of the Companies Act, 2013, the aforesaid applications pending with the Central Government stand abated and the Company is in the process of seeking requisite approvals required in accordance with the provisions of section 197(10) of the Companies Act, 2013.

Pending the ultimate outcome of the aforesaid matters which is presently unascertainable, no adjustments have been made in the books of accounts. Our report is not modified in respect of these matters.

For Walker Chandiok & Co LLP Chartered Accountants Firm Registration No: 001076N/N500013

~ ar Membership No. 501531

Place: Gurugram Date: 14 February 201~

Chartered Account.nla