Wanbury Limited — AGM Information 2018

Sep 12, 2018

Wanbury Limited

WAN B ^{I I} RY ON L51900MH1988PLC043455 Email mio®wanburyrom ^v V Website wwwwanburycom

5'" September, 2018

I'm, 7 7 T0, The Manager, The Manager, ^l Department of Corporate Services — Listing Department, Listing, National Stock Exchange of India Limited, ¹⁵⁵¹³ limited, Exchange Plaza, C-1, Block -G, i'himze Jeejeebhoy Towers, Bandra Kurla Complex, Bandra (East), Dalal Street, Mumbai - 400 051. Mumbai- 400 0014 Scrip Code: ⁵²⁴²¹² Symbol: WANBURY

Dear Sir/Madam,

Sub; Notice of 30m Annual General Meeting (AGM)

Pursuant to Regulation ³⁰ of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached herewith the Notice of the 30th Annual General Meeting of the Members of the (inmpany scheduled to be held on Thursday, 27th September, ²⁰¹⁸ at 11:30 AM. at libony Hall, Hotel Tunga Regenza, Plot No. 37, Sector 30-A, Vashi, Navi Mumbai - 400 703 to transact the business as set out in the notice.

Kindly take the same on your records and acknowledge the receipt.

l'hanking you.

Yours faithfully, I'm' Wanbui'y Limited

mm"VAL ⁷

/ ra I. Candhi Company Secretary

llncl; a/a.

Regd. Office BSEL rem Park, wing 10' Floor, SECKOIJO A, Opp Vastu Rallway Station, Vashi New Mumbal 400 703 Maharasmm, INDIA Tel +9172276794 2222 '91 2271953222 Fax P9l'22'6794 Ell/333

30'" Annual Report 2017-2018

NED—IE:

Notice is hereby given that the Thirtieth (30") Annual General Meeting of the Members of Wanoury Limited Will be held on Thursday. 27'" day of September, ²⁰¹⁸ at 11:30 AM. at Ebony Hall, Hotel Tunga Regenza, Plot No. 37. Sector 30«A, Vashi, Navi Mumbal -400 ⁷⁰³ to transact the followmg businessl wrth or without modifications,

ORDINARY BUSINESS:

• ¹ To receive coneider and adopt
• a With the Standalone the Reports Audited of Directors Financial Statements of the Company for the Financial Year ended 31" March ²⁰¹⁸ along and Auditors thereon, and
• b the With Consolidated the Report of Audited the Financial Statements of the Company for the Financial Yearended 31"Marchl ²⁰¹⁸ along Auditors thereon
• ^To appoint ^a Director in place of Mr ^K Chandran Meeting (DIN-00005565), who retires by rotation at the ensuing Annual General and bemg eligible offers himself for re—appointment.
• To consider and, It thought llL to pass with orwithout modification(s), the LUTION: following resolutions as an ORDINARY RESO-

Companies "RESOLVED Act THAT, pursuant to the proviSions of Sections 139' ¹⁴¹¹⁴² and all other applicable provisrons ofthe ²⁰¹³ and the Companies (Audit and Auditors) Rules ²⁰¹⁴ or (including any statutory modification re-enactment(s) thereof for the time being in Registration No force), M/s ^V Parekh 8. Associates, Chartered Accountants, (Firm to hold office from 107488W), the conclusion Mumbah be and are hereby re-appoinled as the Statutory Auditors of the Company Meeting held of 30'" Annual General Meeting until the conclusion of the 315'Annual General Directors of thereafter, at such remuneration and out of pocket expenses, as may be decided by the Board of the Company "

SPECIAL BUSINESS:

⁴ To Consider and If thought lit to pass With or wlthout modificatlah (s)( the followmg resolution as an ORDINARY RESOLUTION:

To ratify the remuneration payable to Mls. D. C. Dave & Co.. Cost Auditor, Mumbai, for Financial Year conducting cost audit for the 2013-19.

and "RESOLVED Audit THAT. pursuant to Section ¹⁴⁸ (3) of the Companies Act ²⁰¹³ and Rule 6(2) of the Companies (Cost Records Rules) ²⁰¹⁴ (including any amendments thereto or any statutory modificationls) or re-enactment (5) thereof for the Auditor( Company Mumbai, for the who Financial was appointed by the Board of Directors of the Company to conduct the audit ofthe cost records of the reimbursement of out of pocket Year 2018-19, amounting to ?1,75(000/- (Rupees One Lakh Seventy Five Thousand only) plus expenses Incurred by them in connection With the aforesaid audit be and is hereby ratified."

To consider and if thought fit, to pass With or without modification (5) the RESOLUTION: following resolution as an ORDINARY

To approve appointment of Ms, Poonam Arya Bharti (DIN-01165995) as Non-Executive Independent Woman Director:

Act "RESOLVED 2013 and THAT, the Companies pursuant to the prowsions of Sections 149. 150, ¹⁵² and any other applicable proVisions of the Companies (Appointment and Qualification of Directors) Rules, ²⁰¹⁴ (including any statutory modification(s) oi re»enactment(s) thereof for the time being in applicable lorce) read with Schedule IV to the Companies Act 2013' ("the Act") and the prayisions of the SEBI Bharti (DIN-01165995), who was (Listing Obligations and Disclosure Requirements) Regulations 2015, Ms Poonam Arya appointed as an Additional Director in the capacity of Non-Executive Independent Woman is hereby appointed as Non-Executive Independent Woman Director of the Company for ^a term up to one year August ^{2018 i e} from 10'" to 9""Augustl ²⁰¹⁹ and the term shall not be sublect to retirement by rotation and shall be eligible for ment re-appointA "

tu

⁶ To consider and If thought fit, to pass With or without modificationis), the following resolution as ^a SPECIAL RESOLUTION:

To consider the continuation of Directorship of Mr. N. K. Puri (DIN-00002226), Non-Executive Independent Director who has attained the age of Seventyvfive (75) years.

um

!WANBURY

"RESOLVED THAT, pursuant to the provisions ofSection5149,150,152 and any other applicable provisions ofthe Companies Act 2th ³ and the Companies (Appointment and ouaiiiicaiion or Ve~efiactment(\$) thereof for the time ofDlrectors) Rules, ²⁰¹⁴ (including any statutory modification(s) being in 17 force) read With Schedule iv to the Companies Act, 20l3 and Regulation (lA) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018, consent of the Members of the Company be and is hereby accorded for continuation of holding of office of Non-Executive Independent Director Mr ^{N K} Puri by (DlN700002226) upon attaining the age of Seventy-five (75) years on 7'" June, ²⁰¹⁸ upto the expiry of his present term of office, on the existing terms duly approved through an Ordinary resolution passed in the 26'" Annual General Meeting of the Company

FURTHER RESOLVED THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

⁷ To consider and ifthought fit. to pass with orwilhcut modificationtsl, the following resolution as ^a SPECIAL RESOLUTION:

To approve subsidiarisatinn by way of hiving off/transfer of Formulation Business into its wholly owned Subsidiary Company

"RESOLVED THAT, pursuant to proVisions of Section Act, 20l3 180(1)(a) and other applicable provtsions, if any. of the Companies Regulations Regulation 2015 and ³⁰ of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) the Memorandum and Articles ofAssociation of the Company and subject to such other approvals requisite to the Board consents of permissions and sanctions as may be required, the consent of the Members be and is hereby accorded the context Directors or the Company (hereinafter referred to as Board.) which term shall be deemed to include, unless the otherwise requires, any Committee of the Board or any Director/s or officer/s authorised by the Board to exercise or otherwise powers conlerred on the Board under this resolution to divest by way of sale. transfer. lease, asSign or hiving off transfer to strategic partner/investor / special purpose vehicle Company (SPV) or to any third party either the entire Formulation Business into ^a Separate Company which will be ^a wholly owned Subsidiary Company With other integrated facilities and immovable / movable properties if or more any, attached thereto, With or without associated liabilities, in one Board deems trenches, at such price and on such terms and conditions as may be decided by the Board and in such manneras the appropriate as well as the means, methods or modes including the receipt of consideration thereof

or FURTHER Mr Jilendra RESOLVED THAT, Mr ^K Chandran, Vice Chairman, and/or Mr Vinod Verma, Chief Financial Officer and/ and execute the ^J Gandhi, Company Secretary of the Company be and are hereby severally authorised and to finalise required transactional documents including but not transfer, transitional limited to Agreement(s) forsale. sale deed, lease, license, With such modification/s services, indemnities, guarantees, declarations, undertakings, forms, letters and such other documents as may be required from time to time and to do and perform or cause to be done all such acts. or other Officer/s of the Company, or to engage advisor/s, consultant/s, agent/s or intermediary as may be deemed necessary

FURTHER lvlr Vinod Verma, RESOLVED Chief THAT, for the purpose ofgiving effect to this resolution. Mr K. Chandran, Vice Chairman and/or Financial Officer and/or Mr Jitendra J, Gandhi. Company Secretary of the Company be and are hereby and take severally/icintly all others authorised to issue any clarifications. settle all questions, difficulties or doubts that may arise steps which may be incidental, consequential, relevant or ancillary and to effect any modification/ alterations/changes etc to the foregoing as may be necessary or deem (it in this regard,

FURTHER the Company RESOLVED and / or THAT, all acts, deeds. matters and things, either verbal or written or otherwise, already done by any of its directors and / or officers and ^I or in this regard be and the same are representatives for and in the name of the Company hereby noted, ratified and approved "

Registered Office:

ESEL Tech Park, ^E - Wing, 10'" Floor, Sector 307A, Vashl, Navi Mtimbal —400 703 Tel 91 22 67942222 Fax Si 22 67942111533 Email shares@wanbury com Website wwwwanbury com CIN L51900MH1985PLC048455

Mumbai, 10'" August, ZOTB

By Order of the Board of Directors For Wanbury Limited i" ,

«\J'AMV"/ Jitenilir'a J. Gandhl Company Secretary

30'" Annual Report 2017-2018

NOTES:

• A ATTEND MEMBER THE ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ALSO ENTITLED TO APPOINT ^A PROXY TO BE MEETING AND VOTE ON POLL; INSTEAD OF HIMSELF ^I HERSELF AND THE PROXY NEED NOT OF A THE MEMBER. THE INSTRUMENT APPOINTING ^A PROXY MUST BE DEPOSITED AT THE REGISTERED OFFICE Company NOT LESS THAN 4! HOURS BEFORE THE COMMENCEMENT OF THE MEETING.
• k) ^A person can act as ^a proxy on behalf oi Members not ten exceeding fifty (50) and holding in the aggregate not more than percent percent (10%) at the total share capital of ihe Company carrying voting rights. ^A Member holding more than ten (10%) ot the total share capital of the Company carrying voting rights may appoint ^a and such person shall not act as ^a single person as proxy proxy Ior Members must be supported any other person or shareholder Proxies submitted on behalf of Corporate by an appropriate Board Resolution /authority as applicable authorizing their representative to attend and vote on their behali at the meeting
• The Explanatory Statement pursuant to Section 102(1) of the Companies Act, ²⁰¹³ in as per Item Nos ⁴ to ⁷ herein respect of the Special Business above, Is annexed hereto and forms part oithis Notice. The profile otthe Directors reappointment, as required in terms of seeking Regulation 36(3) of the SEBi Regulations, ²⁰¹⁵ is given below (Listing Obligations and Disclosure Requirements)
• The to Thursday, Register at 27"- Members and Share Transfer Books ⁰⁷ the Company WIII remain closed from, Friday, 21" September, ²⁰¹⁸ Septembar, ²⁰¹⁸ (both days inclusive) for the purpose otAnnual General Meeting
• Attendance SIlP, proxy form and the route map oi the venue oi' the Meeting are annexed hereto
• C) The Members are requested to notify immediately changes, it any, in their registered address. (i) Registrar ^a Share TransferAgent, Mls. Sharex to the Company's AndherivKurla Road, sated Pool, Andheri Dynamic (indla) Pvt. Ltd, Unit- 1, Luthra Industrial Premises, (East), Mumbai - ^{400 072} in respect of the Shares held in Physical Form and (ii) to their Depository Participants (DPS) in respect of Shares held in Dematerialized Form,
• \l Members who hold Shares in Dematerratized Form are who hold shares in Physical Form are requested to write their Client ID and DP ID numbers and those requested to write their Registered Folio Number in the Attendance slip for easy identiiication at the meeting and number of shares held by them
• Shareholders desiring any information as regards to the Accounts of the Company are requested to write to the Company at least seven made available days at the in Annual advance General of the Annual General Meeting; so that the information to the extent practicable can be Meeting
• Members attending the meeting are requested to bring with them the Attendance Slip attached to the Annual Report duly tilled in and signed and handover the same at the entrance at the meeting hall.
• Only bonatide members of the Company whose names appear on the Register of Members/Proxy holders. in possession of valid attendance slips duly tilled and signed will be permitted to attend the meeting, The Company reserves its right to take all steps as may be deemed necessary to restrict non-members from attending the meeting,
• diVidend Pursuant for to Section the FinanCial 124 and Year ¹²⁵ of the Companies Act, 2013, the Company has transferred the unpaid or unclaimed Central Government The ^200972010 to Investor Education and Protection Fund ("the IEPF") established by the Company has uploaded the details at the Company on the webSite oi the unpaid and unclaimed dividend amounts lying With Company at www.wanbury,com The said details have also been uploaded on the website of the lEPF Authority and the same can be accessed through the link. www.iept.gov in
• a) Adhering to the various requirements set out in the investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the Company has, transferred to the IEPF respect of which dividend had Authority, 15,35,865 shares in the IEPF Authority are available remained on the unpaid or unclaimed for seven consecutive years. Details of shares transferred to website of the Company The said details have also been uploaded on the website of the lEPF Authority and the same can be accessed through the link' www iepf govin,

then b) Members Concerned may note members/investors that shares as well are as unclaimed dividends transferred to IEPF Authority can be claimed back Irom advised to visit the web link: M/s Sharex Dynamics http://iepigovin/IEPFA/retund html or contact to (lndia) Pvt, Ltd for

• SEBI lodging claim for refund of shares and / or dividend from the IEPF Authority has decided that securities of listed companies can be transferred only in dematerialised form from ^a cut-off date. In view oi the above and to avail various benefits oi dematerialisation, members are adVIsed to demateriallse shares held by them in physical form
• Members holding shares in physical mode:
• ^a are required to submit their Permanent Account Number Company / M/s Sharex Dynamics (PAN) and Bank account details in letter enclosed to the (India) Pvt Ltd, if not registered With the Company as mandated by SEBI.
• are adVised to register the nomination in respect of their put on the Company's webSite at www shareholding in the Company, Nomination Form (SHrlS) Is wanburycom b

c) are requested to register/update theire~maii address With the Company/Mrs. Sharex Dynamics (India) Pvt. Ltd for receivmg all communications from the Company electronically

JWANBURY

• Members holding shares in electronic mode
• ^a are requested to submit their PAN and bank account details to their respective DFs with whom they are maintaining their demat accounts,
• a) are advised to contact their respective UPS for registering the nomination
• c) are requested to register / update their email address with their respective DPS for receiving all communications trom the Company electronically,
• Pursuant to Section 'lOB OI the Companies Act. ²⁰¹³ read with the Companies (Management and Administration) Rules, ²⁰¹⁴ and Regulation ⁴⁴ ot SEBl to be Listing Regulations all the business as per Item Nos. ¹ to ⁷ herein above. is required transacted by electronics means
• The Board or Directors of the Company has appointed Ms Kala Agarwal, Practicing Company Secretary as Scrutinizer tor conducting the voting and remote e-voting process in ^a iair and transparent manner
• Process and mariner for Members opting for remote ^e - Voting is as under:
• (I) The remote 26'" voting period begins on Monday, 24'" September, ²⁰¹⁸ at 09:00 A.M. and ends on Wednesday, September. ²⁰¹⁸ at 05:00 PM. During this period Shareholders' of the Company, holding shares either in physical form or in dematerralised iorm, as on the cut-off date re. Thursday, 20'" September. ²⁰¹⁸ (Record Date). may cast their vote electronically The e-voting module shall be disabled by CDSL for voting thereafter Shareholders who have VENUE already voted prior to the meeting date would not be entitled to vote at the meeting
• (in The Shareholders should log on to the ervoting webSite www.§vgjiflglri§l§ com
• (iii) Click on Shareholders
• (iv) Now Enter your User ID
  • ^a For CDSL. ¹⁶ digits beneficiary ID,
  • ¹') For NSDL' ⁸ Character DP "3 followed by ⁸ Digits Client ID,
  • ^c Members holding shares in Physmal Form should enter Registered Folio Number registered With the Company.
• (v) Next enterihe Image Veriiication as displayed and Click on Login.
• iv.) It you are holding shares in dematerlalised rorm and had logged on toWcam and voted on an earlier voting or any Company, then your existing password is to be used
• [Vii] It you are ^a Iirst time user rollow the steps given below

	For Members holding shares in Dematarlallsed Form and Physical Form
PAN	Enter your 10 digit alpha-numeric 'F'AN issued Income by Tax Department (Applicable ror both demateriallsed shareholders as well as physical shareholders) - Members who have not updated their PAN with the Company! Depository Participant are requested to use the first two letters at their name and the 8 digits of the sequence number in the PAN field. - In case the sequence number is less than 3 digits enter the applicable number or 0's before the number after the first two characters or the name in CAPITAL letters e g, Iryour name is Ramesh Kumarwith sequence number 1 then enter RAOODOOOOI in the PAN field.
Divrdend Bank Details or Date of Birth (DOB)	Enter the Dividend Bank details or Date at Birth (in ddrrnm/yyyy format) as recorded in your demat account or in the Company records in order to login - II both the details are not recorded with the depository or Company please enIer the Member Filo Number in IDlRegd. the DiVidend Bank details Iield as mentioned in instruction (v).

• (VIN) Arler entering these details appropriately. click on "SUBMIT" tab
• (ix) Members Members holding shares in physical form wrll then directly reach the Company selection screen, However, holding shares in demat form wrii now reach 'Password Creation' menu wherein they are to mandatorily enter required their also used login password in the new password field, Kindly note that this password is to be by the demai holders for voting for resolutions 0! any other Company on which to vote, they are eligible provided that Company opts for e-voting through CDSL platform. It Is share strongly recommended not to Your password With any other person and take utmost care to keep

yoWnridentlal. In ⁵ 9'

30'" Annual Report 2017-2018

• (x) For Members holding shares in physical lorrn, the details can be used only for ervoting on the resolutions contained in this Notice
• (Xl) Click on the EVSN lchanbury Limited
• (xii) On the voting page, you Will see "RESOLUTION DESCRIPTION" and against the same the option for "YES/Np" voting. Select the option YES or NO as desired The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution
• (xiii) Click on the "RESOLUTlONS FILE LINK" if you wish to view the entire Resolution details
• (xiv) Atter selecting the resolution you have decided to vote on, Click on "SUBMIT". ^A confirmation box will be Wish displayed. tryou to oonnrm your vote. dick on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• (xv) Once you "CONFlRM" your vote on the resolution you Will not he allowed to modify your vote
• (xvi) You can also take print out ol the voting done by you by clicking on "Click here to print" option on the Voting page.
• (xvii) It Demat account holder has lorgotten the same password then enter the User ID and the image ventioation code and click on Forgot Password and enter the details as prompted by the system
• (xviii) Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The m-Voting from app can be downloaded from Google Play Store. Apple and Vinndows phone users can download the app the App Store and the Windows Phone Store respectively on or after 30'" June ²⁰¹⁶ Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xix) Note for Non - Individual Shareholders and Custodians:

• Non-Individual shareholders (LB other than Il'lleldUEiSl HUF, NRI etc) and Custodian are required to log on to www evotlng ndia com and register themselves as Corporate
• ^A scanned copy or the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.
• After receiving the login details ^a compliance user should be created using the admin logln and password. The Compliance user would be able to link the account(s) for which they Wish to vote on.
• The list or accounts should be mailed to helpdeskevoting@cdslindia.com and on approval olthe accounts
• ^A scanned copy of the Board Resolution and Power of Attorney (FDA) which they have issued in favour ot the Custodian, it any, should be uploaded in PDF format in the system for the Scrutinizer to verify the same.
• lxx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-votlng manual available at www evotlngindia corn, under help section or write an email to helgoesk evo ing@§dsllnd ^a gom
• The General persons who have acquired shares and become members of the Company after dispatch of the notice of Annual Meeting, may obtain User ID and Password for Remote ervoting by sending request to the Company / Sharex Dynamics (India) Pvt Ltd either by way or a letter or by sending email tomm/mm
• 20 The faculty tor voting, either through electronic voting system or ballot or Annual polling paper shall also be made avarlable at the General Meeting and the Members attending the Annual General Meeting who have not remote already cast their vote by EvVOill'lg shall be able to exercise their right at the Annual General Meeting
• 21 General The Members who have casttheir vote by remote ervoting prior to the Annual General Meeting may also attend the Annual Meeting but shall not be entitled to cast their vote again
• 22 ^A Member's voting rights shall be in proportion to her share of the paldvup equity share capital at the Company as on Thursday, 20'" September. ²⁰¹⁸ ('cut-off date'l. ^A person whose name is recorded in the Register ofMemoers oi the Company or in the Register of Beneiicial Owners maintained by the depositorles as on the 'cut-ol'f date only' shall be entitled to avail the facility of remote e-voting as well as voting in the Annual General Meeting.
• 23 The Scrutinizer shall after the conclusion of and thereafter unblock voting at the general meeting, will first count the votes cast at the meeting the votes cast through Remote e-voting in the presence of at least two witnesses riot in the employment of the Company and shall make, not later than ⁴⁸ hours ofthe conclusion of the Annual General Meeting, ^a consolidated scrutinizer's report at the total votes cast in favour or against, it any, to the Chairman or ^a person authorized by him in writing, who shall countersign the same and declare the result of the voting
• Members are requested to register theirs-mail address tor receiving all communication Circulars, including Annual Report, Notices, etc. trorn the Company electronically with or the respective Depository Participant (if holding shares in electronic form) Company ^r Sharex Dynamic (lndia) Pvt, Ltd (it holding shares in Sharex Dynamic physical form) The requests to the Company/ sharexindla@vsnl (India) com Pvt, Ltd can either be sent by way of ^a letter or by sending e-rnail toWt
• 25 All documents referred to in the accompanying Notice and the Explanatory Statement shall be ⁰ en for inspection at the Registered Office or the Company during normal business hours (from 10:00 AM. to 05' days ll business walking except Sundays. upto and including the date ot the Annual General Meeting ott

ANNEXURE TO THE NQTICE

EXPLANATORY §TA EMENI EUR§LJANT TQ fiEQTIQN ¹⁰² (1) QF THE QQMPANIE§ ACT ²⁹¹

ITEM NO 4: RATIFICATION OF THE REMUNERATION PAYABLE T0 M15. D. C. DAVE 8- 00', COSTAUDITOR, MUMBAI, FOR CONDUCTING COST AUDIT FOR THE FINANCIAL YEAR 2018-19.

The company IS required to have the audit of its cost records conducted by ^a cost accountant in practice under Section ¹⁴⁸ of the Act, read With the Companies (Cost Records and Audit) Rules, ²⁰¹⁴

The Board on the recommendation of the Audit Committee. has approved the appointment and remuneration of the Cost Auditor to conduct the audit of the cost records of the Company for the Financial Year ending 315' March, ²⁰¹⁹

In accordance With the prViSIDnS bisection ¹⁴⁸ of the Companies Act, ²⁰¹³ read With the Companies (Audit and Auditors) Rules. ²⁰¹⁴ the remuneration payable to the Cost Auditor is required to be ratified by the Members or the Company.

Accordingly, consent of the Members is sought for passing an Ordinary Resolution as set out at Item No. ⁴ of the Notice for ratification of remuneration payable to the Cost Auditor (or the FinanCial Year ending 31" March. 2019,

None ot the Directors and/or Key Managerial Personnel or their relativets) is rare in any way concerned or interested, In passing of the above mentioned resolution.

The Board recommends passing of the Ordinary Resolution as set out in Item No ⁴ of the accompanying notice for approval of the Shareholders

ITEM NO. 5: APPOINTMENT OF MS. POONAM ARYA BHARTI WOMAN (DIN-01165955) AS NON-EXECUTIVE INDEPENDENT DIRECTOR.

The Ms Poonam Board of Directors, on the recommendation of the Nomination and Remuneration Committee, appointed Arya Bharti (DIN-01165995) as an Additional Director on the Board of the Company under Section ¹⁶¹ of the Companies Act, ²⁰¹³ With effect from 10'"August, 2018,

Pursuant to the provision of Section ¹⁶¹ of the Companies Ad, 2013, being an Additional Director, Ms Poonam Arya Eharti will hold office up to the date of the ensuing Annual General Meeting and is eligible to be appointed as an Independent Director ofthe the Company candidature The Company of Ms Poonam has received ^a notice in writing under Section ¹⁶⁰ ofthe Companies Act, ²⁰¹³ from ^a memberproposing Arya Bharti for the office of Independent Director oithe Company.

Act Ms Poonam 2013 and Arya has Bharti is not disqualified from being appomted as ^a Director in terms of Section ¹⁶⁴ of the Companies given her consent to act as ^a Director

Section ¹⁴⁹ orthe Companies Act, ²⁰¹³ inter alla stipulates the criteria otlndependence should ^a Company propose to appoint an independent Director on its Board, Based on the declarations received from Ms Poonam Arya Bharli in terms of Section 149(7) of the Companies Act, 2013, the Board is of the opinion that she meets with the criteria of skills, experience and independence and possesses appropriate knowledge ^A Director copy of the draft letter for the appointment of Ms Poonam Arya Bharti as an Independent setting out the terms and conditions is available for Registered Office on all inspection without any fee by the Members at the Company's working days (except Saturday) between ^{11 00} AM. to 01:00 PM upto the date otAnnual General Meeting

Keeping in View her vast expertise and that Ms Poonam knowledge in Human Resource Function, it will be in the interest of the Company Arya Bharti is appointed as Non-Executive Independent Woman Director

None of the Directors, Key Managerial Personnel and/or their relatives, except Ms, Poonam Arya Bharti. to whom the resolution relates, is interested or concerned in the aforesaid resolution

This Statement may also be regarded as ^a disclosure under Regulation ¹⁷ of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, ²⁰¹⁵

The ardresaid resolution as set out in Item No ⁵ of Resolution for the accompanying notice seeks approval by the Members as an Ordinary appointment of Ms Poonam Arya Bharti as an one Independent Director of the Company for ^a term upto year pursuant to Section ¹⁴⁹ and any other applicable provisions of the Companies Act, ²⁰¹³ and the Rules made thereunder

ITEM No.6: CONTINUATION OF DIRECTORSHIP 0F MR. N. K. PURI (DIN-00002226) AS NON«EXECUTIVE INDEPENDENT DIRECTOR WHO HAS ATTAINED THE AGE OF SEVENTY-FIVE (75) YEARS.

of The Mr Members N K Puri of the Company at the 26'" Annual General Meeting held on 23"1 March, ²⁰¹⁵ approved the appointment resolution under the (BM-00002226) as ^a Non-Executive Independent Director for ^a period of five years through an ordinary relevant proVision of the Companies Act, ²⁰¹³

in view of the latest amendment latest amendment in the Regulation ¹⁷ (IA) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, ²⁰¹⁸ notified on 9'" May. 2018, in case the Non-Executive Directors! of Independent Directors such listed entities who have already attained the age of Seventy»five years or will be attaining the age before 1"Aprii. 2019, SpeCial listed resolution entities in Will the have Current to seek approval forthe continuation of Directorship of the such Director from shareholders by Financial Year itself

\l

30'" Annual Report 2017-2018

The Board therefore recommends the Special Resolutions for your approval

Except Mr ^{N K} Purl (the appointee), none of the Directors and/or Key Managerial Personnel or their relativets) is lane in any way concerned or interested, in passing of the above mentioned resolution.

The Board recommends passing of the Special Resolution as set out in ltem No.6 of the accompanying notice for approval of the Shareholders,

ITEM NO, 7: APPROVAL FOR SUBSIDIARISATION EV WAY OF HIVING OFF] TRANSFER OF FORMULATION BUSINESS INTO ITS WHOLLY OWNED SUESIDIARV COMPANY.

The Company's business, by its nature. is dynamic and competitive, which may necessitate changes in the business plan and/or investment holdings ofthe Company to address the business requirements. competitive threats, including those that may not be currently envisaged These changes, if any, in the business plan and/or funding plans shall be made keeping in mind the interests of the Company and it's investors Also, the Company may be required to divest part of its ownership in certain subsidiaries to generate necessary cash flows to deliver the Business or support additional investment obligations.

The Board of Directors olthe Company at theirmeetings held on 10'"August, Zola proposed to hive-offthe Company's Formulation Business into ^a separate Company which Will be ^a wholly owned SubSidiary Company. The products are sold under the well~ known brand name C-Plnk, Corlminic, Adlrol etc,

The Formulation Business aspires to build on its brand strength through better products, technology upgradation and process improvements to continue its market in leadership To this intent, the Board at its meetings held on 10'" August, 2018, approved principle, supiect to Shareholder and other regulatory approvals, to transfer the Formulation Business including brands, intellectual property rights into ^a separate Company which will be ^a wholly owned Subsidiary Company to facilitate, lnteralia. the inVitation to ^a strategic partner. The Management is currently in discussion With interested players for this purpose.

The divestment will enable the Company to reduce/repay debt, focus its synergies on the existing generation capacity of the in the Company and bring into generation the units under construction there by enabling the Company to be ^a dominant player emerging Indian Pharrna generation business and embark on the Significant growth opportunities it offers in future. Besides, the divestment is expected to improve the company's Balance Sheet and enhance value of shareholder's stake,

The hiVing off/ transfer of the Formulation Business including brands, intellectual property rights after completion of formalities would be at ^a necessary assets at consideration to be determined by the Board of Directors being not Iowerthan the net book value of the or the Business on the date of hiving oft (transfer ^{i e} 27'" September, ²⁰¹⁸ The effective date of hiving off/ transfer the Formulation Business Will be as may be decided by the Board.

The son/ices ofconcerned employees including the workmen engaged in the Formulation Business would also be transferred with continuity of serVice and terms and conditions of service not less favourable than existing on the date oftransfer.

The Board of Directors considers that it would be in the best interest of the Company. its Shareholders and its concerned employees Resolution and trade associates to hiVing off/ transfer the said Formulation Business as referred to in the draft Special into ^a separate Company which Will be ^a wholly owned Subsidiary Company

In terms of Section ¹⁸⁰ (1) (a) of the Companies Act, ²⁰¹³ and Regulation ³⁰ of the Securities and Exchange Board of india resolution (Listing Obligations and Disclosure Requirements) Regulations, 2015, Shareholders' approval by passing ^a special is required to give effect to this hlvmg off/sale of its Formulation Business

Accordingly, Resolution as in set terms out of the Companies Act, mm, the approval of the Shareholders is being sought by passing ^a Special in the Notice

None ofthe Directors Key Managerial Personnel or their relatives are in to the extent of any way concerned or interested in this resolution except their Notice as a shareholding in the Company Your Directors recommend the adoption of the resolution at item No ⁷ of the Special Resolutlon

in view of the aforesaid provisions, you are requested to grant your consent to the Special Resolution as set out at item No. ⁷ of the accompanying Notice

Registered Office:

Wing, For Wanbury Limited ¹⁰ 'Floor, Sector 307A. Vashi, Navl Mumbal r 400 703 Tel Si 22 57942222 Fax ^{91 22} 67942711/333 Jltendra J. Gandhi Email shares@wanbury com WebSite Company Secretary www wanbury com CIN L51900MH1988PL0048455

Mumbal, 10'" August, 2018

By Order of the Board of Directors BSELTech Park, ^B -

ANNEXURE TO NQTICE

^F RMAT N N E ^I Dl ^C SURE RE UIR ENT RE LATI NS ² [N ^R PECT ECT

Details of Directors seeking appmniment/re-appointment at the Annual General Meeting pursuant tu Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements). Regulations, ²⁰¹⁵ with Stock Exchanges is annexed hereto'

ITEM NO. 3

Name of the Director	Mr. K. chandran
Bare of Birth	in January, 1958
DlN	oooosssa
Qualification	Graduate
Expertise in Specific Area	Pharmaceutical Industry
	Mr. K. Chandran has rich experience and knowledge of pharmaceutical industry and has contributed substantially to the growth oithe Company. Mr. K. Chandran lulfllls the eliglbllity criteria set out under part I of Schedule V to the Companies Act1 2013.
'Daie of First Appointment on the Board or the Company	23" January, 2001
of Shares held in the Company No	Nil
Reiacionship With other Directors and Key Managerial Personnel	N.A.
of Board meetings No attended during FY 2017718	Five 15)
Name of the other public limited companies in which Dlrectorship held	(1) Cantaoria Pharma 5.L., Spain (2) Wanbury Holdings B. , Netherlands (3) Wanbury Global FZE, AE
Membership cl committees (M7 Member) (C- Chairman)	(4) Ningxia Wanbury Fine Chemicals C0. Ltd'. China Wanbury Limited Audit Committee (M) Stakeholders Relationship Committee (M) Nomination and Remuneration Committee (M) Risk Management Committee (M)
Harms and conditions at appointment	Whole-Time Director, liable to retire by rotation.

lTEM NO. 5:

or the Director Fame	Ms. Poonam Arya Bharti
of Birth gate	26'" November, 1970
flu	01165995
Qualification
FExperiise m Specmc Area	B. Sc, Master in Personnel Management Pharmaceutical Industry
l	Over 21 of managing plus years and Strategic Operations aspects of Human Resources function. Have led HR teams in Pharmaceuticals, Chemical Specialty and IT Services Company.
l Date of First Appointment on the Board of the Company	30'" May, 2017
oi Shares held in the i No Company	Nil
Relationship With other Directors and Key Managerial Personnel	N.A.
oi Board meetings No attended during FY 201748 '	Five (5)
Name of the other public limited companies Jilin/hid? Directoiship held	Nil
Membership of committees (M- Member) (CV Chairman)	Wanbury Limited Audit Committee (M) Stakeholders Relationship Committee (M) Nomination and Remuneration Committee (M) Risk Management Committee (M)
Farms and conditions of appointment	Independent Director

WANBURY LIMITED
30th Annual Report 2017-2018

ITEM NO. 6:

Name of the Director	Mr. N. K. Puri
Date of Birth	7 th June, 1943
DIN	00002226
Qualification	M. Sc. (Physics)
Expertise in Specific Area	Banking
Date of First Appointment on the Board of the Company	9th March, 2005
No. of Shares held in the Company	Nil
Relationship with other Directors and Key Managerial Personnel	N.A.
No. of Board meetings attended during FY 2017-18	Five $(5)$
Name of the other public limited companies in which Directorship held:	Nil
Membership of committees (M- Member) (C- Chairman)	Wanbury Limited Audit Committee (C) Stakeholders Relationship Committee (M) Nomination and Remuneration Committee (C) Risk Management Committee (C)
Terms and conditions of appointment	Independent Director

$10\,$

Route Map for 30^th Annual General Meeting to be held on Thursday, 27^th September, 2018 at 11:30 A.M.
at Ebony Hall, Hotel Tunga Regenza, Plot No. 37, Sector 30-A, Vashi, Navi mumbai - 400 703.

Address: BSEL Tech Park, B - Wing, 10 th Floor, Sector 30-A, Opp. Vashi Railway Station, Vashi, Navi Mumbai - 400 703.
CIN: L51900MH1988PLC048455 Website: www.wanbury.com

PROXY FORM

FORM NO. MGT-11

.
	[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

	Name of the Member(s): ______
	Registered address: entertainment and a state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the
	E-mail ID:------------------------------------
	Folio No. / DP ID and Client ID: _____
	I/We, being the Member(s) holding ______
	1. Name: E-mail ID: E-mail ID: E-mail ID: E-mail ID: E-mail ID: E-mail ID: E-mail ID: E-mail ID: E-mail ID: E-mail ID: E-mail ID: E-mail ID: E-mail ID: E-mail ID: E-mail ID: E-mail ID: E-mail ID: E-mail ID: E-mail ID: E-ma
	Address: _____
	Signature of Proxy holder: on the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of
	2. Name: E-mail ID: E-mail ID:
	Address:_____
	Signature of Proxy holder: ______
	3. Name: E-mail ID:
Address: North Commission of the Commission of the Commission of the Commission of the Commission of the Commission of the Commission of the Commission of the Commission of the Commission of the Commission of the Commissio
Signature of Proxy holder:	and the company of the company service in the first company and company of the Company and the company of the

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 30^th Annual General Meeting, to be held on Thursday, 27th September, 2018 at 11:30 A.M., Ebony Hall, Hotel Tunga Regenza, Plot No. 37, Sector 30-A, Vashi, Navi Mumbai - 400 703 and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No.	Description	For	Against
$1 -$	Ordinary Resolution for adoption of:
	a) the Standalone Audited Financial Statements of the Company for the Financial Year ended 31 st March, 2018 along with the Reports of Directors and Auditors thereon.
	b) the Consolidated Audited Financial Statements of the Company for the Financial Year ended 31st March, 2018.
2.1	Ordinary Resolution for Re-appointment of Mr. K. Chandran (DIN-00005868), Director of the Company liable to retire by rotation.
3.	Ordinary Resolution for Re-appointment of M/s. V. Parekh & Associates, Chartered Accountants, (Firm Registration No. 107488W), Mumbai as Statutory Auditors of the Company.
4.	Ordinary Resolution for Ratification of Remuneration payable to M/s, D.C. Dave & Co., Cost Auditor, Mumbai, for conducting cost audit for the Financial Year 2018-19.
5.	Ordinary Resolution for appointment of Ms. Poonam Arya Bharti (DIN-01165995) as Non-Executive Independent Woman Director.
6.	Special Resolution for continuation of Directorship of Mr. N. K. Puri (DIN-00002226), as Non-Executive Independent Director who has attained the age of Seventy-five (75) years.
7.	Special Resolution for subsidiarisation by way of hiving off/transfer of Formulation Business into its wholly owned Subsidiary Company.
Signed this	day of 2018.

Signature of Shareholder:

Signature of Proxy holder(s):

NOTES:

• This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 $1.$ hours before the commencement of the Meeting.
• A proxy need not be a Member of the Company. $\overline{2}$
• In case the Member appointing proxy is a body corporate, the proxy form should be signed under its seal or be signed by an officer or an attorney $\overline{3}$ duly authorised by it and an authoritizated copy of such authorisation should be attached to the proxy form.
• A person can act as proxy on behalf of such number of Members not exceeding fifty and holding in the aggregate not more than ten percent of $\ddot{4}$ the total share capital of the Company carrying voting rights. Further, 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 proxy for any other person or Member. $\sqrt{2}$
• Appointing a proxy does not prevent a Member from attending the meeting in person if he/she so wishes.
• In case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders s 6.

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