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Wockhardt Ltd — Capital/Financing Update 2022
May 15, 2022
59231_rns_2022-05-15_24f22c21-576a-41fd-8513-3bb13b9f3ba2.pdf
Capital/Financing Update
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15[th] May, 2022
Ref. No.: WOCK/SEC/SE/2022-23/006
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BSE Limited National Stock Exchange of India Limited Corporate Relations Department Exchange Plaza P J Towers, Dalal Street Bandra Kurla Complex, Bandra (E), Mumbai - 400 001 Mumbai - 400 051 Scrip Code: 532300 NSE Symbol: WOCKPHARMA
Sub: Monitoring Agency Report for the quarter ended 31[st] March, 2022
Dear Sir/Madam,
Pursuant to Regulation 32(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Regulation 82 (4) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, please find enclosed Monitoring Agency Report for the quarter ended 31[st] March, 2022, issued by Care Ratings Limited, duly reviewed and taken on record by the Board of Directors & Audit Committee of the Company.
Further, we hereby confirm that there has been no deviation in the utilisation of Issue proceeds from the objects as stated in the Letter of Offer for Rights Issue dated 4[th] March 2022
Kindly take the above information on record.
Thanking you,
for Wockhardt Limited
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Debashis Dey Company Secretary
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Monitoring Agency Report
May 13, 2022
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No. CARE/HRO/GEN/2022-23/1004
Shri Pramod Gupta Chief Financial Officer Wockhardt Limited
Wockhardt Towers, Bandra Kurla Complex, Bandra East, Mumbai Maharashtra 400051
Dear Sir,
- Monitoring Agency Report for the quarter ended March 31, 2022 in relation to the Rights Issue of Wockhardt Limited (“the Company”)
We write in our capacity of Monitoring Agency for the Rights Issue for the amount aggregating to Rs. 748.00 crore of the Company and refer to our duties cast under 82 of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations.
In this connection, we are enclosing the Monitoring Agency Report for the quarter ended March 31, 2022 as per aforesaid SEBI Regulations and Monitoring Agency Agreement dated March 04, 2022.
Request you to kindly take the same on records.
Thanking you,
Yours faithfully,
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Naveen Kumar Dhondy
Associate Director
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Report of the Monitoring Agency (MA)
Name of the issuer: Wockhardt Limited For quarter ended: March 31, 2022 Name of the Monitoring Agency: CARE Ratings Limited (a) Deviation from the objects: Nil
- (b) Range of Deviation: Not applicable
Declaration:
We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.
The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit related analyses. We confirm that there is no conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer, or while undertaking credit rating or other commercial transactions with the entity.
We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board.
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Signature: Name of the Authorized Signatory: Naveen Kumar Dhondy Designation of Authorized person/Signing Authority: Associate Director
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1) Issuer Details:
Name of the issuer Name of the promoter Industry/sector to which it belongs
: Wockhardt Limited : Dr. Habil F. Khorakiwala & Humuza Consultants : Pharmaceuticals
2) Issue Details
Issue Period Type of issue (public/rights) Type of specified securities IPO Grading, if any Issue size (in `crore)
: March 15, 2022 to March 22, 2022 : Rights issue : Equity shares : Not applicable : Rs. 748.00 crore (Note 1)
Note 1:
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Particulars Remarks
Total shares issued and subscribed as part of rights issue 3,32,44,650
Total proceeds received from rights issue (in Rs.) 7,48,00,46,250.00
Details of expenses incurred related to rights issues (in Rs.) 6,00,00,000.00
Net proceeds available for utilisation (in Rs.) 7,42,00,46,250.00
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*The amount mentioned as expenses was earmarked for cost of issue as per the offer document and is not the actual cost. As of March 31, 2022 the company was awaiting invoices from various parties involved and the final amount was yet to be arrived at.
3) Details of the arrangement made to ensure the monitoring of issue proceeds:
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Source of information /
Comments of the Comments of the
certifications considered
Particulars Reply Monitoring Board of
by Monitoring Agency
Agency Directors
for preparation of report
Whether all utilization is as per the Chartered Accountant
disclosures in the Offer Document? Yes certificate, Bank statement Yes Yes
Whether shareholder approval has been
obtained in case of material deviations# from
Not applicable Not applicable Not applicable Not applicable
expenditures disclosed in the Offer
Document?
Whether the means of finance for the
Not applicable Not applicable Not applicable Not applicable
disclosed objects of the issue have changed?
Is there any major deviation observed over
Not applicable Not applicable Not applicable Not applicable
the earlier monitoring agency reports?
Whether all Government/statutory approvals
Not applicable Not applicable Not applicable Not applicable
related to the object(s) have been obtained?
Whether all arrangements pertaining to
technical assistance/collaboration are in Not applicable Not applicable Not applicable Not applicable
operation?
Are there any favorable/unfavorable events Chartered Accountant
No No No
affecting the viability of these object(s)? certificate
Is there any other relevant information that
may materially affect the decision making of No Not applicable No No
the investors?
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- Chartered Accountant certificate from M/s J.L. Thakkar & Co. Chartered Accountants dated May 10, 2022
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4) Details of objects to be monitored:
(i) Cost of objects –
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Source of Comments of the Board of Directors
information / Original
certifications cost Revised Comments
Particulars of
Sr. Item considered by (as per the Cost of the Reason Proposed
firm
No Head Monitoring Offer in Rs. Monitoring for cost financing
arrangements
Agency for Document) Crore Agency revision option
made
preparation of in Rs. Crore
report
Repayment, in full or
part, of certain
Chartered
subordinated debt
Accountant
and certain
1 certificate, Bank 590.00 [Not ] Nil NA NA NA
outstanding applicable
statements, Offer
borrowings (including
Document
interest) availed by
the Company
Chartered
Accountant
General corporate certificate, Bank
2 152.00 [Not ] Nil NA NA NA
purposes (GCP) statements, Offer applicable
Document, Income
Tax challan
Total 742.00
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- Chartered Accountant certificate from M/s J.L. Thakkar & Co. Chartered Accountants dated May 10, 2022
(ii) Progress in the objects –
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Source of Comments of the
Amount utilised in Rs. Crore
information Amount Board of Directors
/ as
certifications proposed At the Unutilised Comments
As at During
Sr. Item considered in the end of amount of the
beginning the Reasons Proposed
No Head by Offer the in Rs. Monitoring
of the quarter for idle course of
Monitoring Document quarter crore Agency
Agency for in Rs. quarter in in Rs. in Rs. funds action
Rs. Crore Crore
preparation Crore Crore
of report
Repayment,
in full or
part, of
certain
Chartered Amount
subordinated Amount
Accountant will be
debt and will
certificate, utilised
1 certain Bank 590.00 - 500.00 500.00 90.00 Nil within utilised as
outstanding for the
statements, the
borrowings stated
Offer stated
(including objects
Document timeline.
interest)
availed by
the
Company
CA certificate, Amount
Amount
Bank will be
will
General statements, utilised
2 corporate Offer 152.00 - 55.40 55.40 96.60 Nil within utilised as
for the
purposes Document, the
stated
Income Tax stated
objects
challan timeline.
Total 742.00 - 555.40 555.40 186.60
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- Chartered Accountant certificate from M/s J.L. Thakkar & Co. Chartered Accountants dated May 10, 2022
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(iii) Deployment of unutilised rights issue proceeds:
Note: The unutilised rights issue proceeds amounting to Rs. 189.53 crore as on March 31, 2022 was parked in the Company’s Bank Accounts as follows: (Standard Chartered Bank Rs. 137.61 Crore, ICICI Bank Rs. 11.92 Crore and IDBI Bank Rs. 40.00 Crore).
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Source of information / certifications
Sr. Amount in
Name of the Bank Type of account considered by Monitoring Agency for
No. Rs. crore
preparation of report
1 Standard Chartered Bank Current Account - Overdraft 137.61 Bank account statement
2 ICICI Bank Cash Credit Account 11.92 Bank account statement
3 IDBI Bank Cash Credit Account 40.00 Bank account statement
Total 189.53
Type of
Return on Market Value as
instrument and Amount Maturity
Sr. No. Earning Investment at the end of
name of the invested date
(%) quarter
entity invested in
Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable
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- Where the market value is not feasible, provide NAV/NRV/Book Value of the same
(iv) Delay in implementation of the object(s)
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Comments of the Board of
Completion Date
Delay (no. of Directors
Objects As per the days/ Proposed
Reason of
offer Actual months) course of
delay
document action
Repayment, in full or part, of certain
subordinated debt and certain 31st March 31st March
NA NA NA
outstanding borrowings (including 2023 2023
interest) availed by the Company
31st March 31st March
General corporate purposes NA NA NA
2023 2023
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*In case of continuing object(s), please specify latest/revised estimate of the completion date.
5) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document:
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Source of information /
Amount
Sr. certifications considered Comments of Comments of the Board
Item Head^ in Rs.
No by Monitoring Agency for Monitoring Agency of Directors
Crore
preparation of report
Processing Fees to
1 Standard 7.32 [Chartered Accountant ] Nil Nil
certificate, Bank statement
Chartered Bank
Chartered Accountant
2 Direct Taxes 30.13 certificate, Bank statement, Nil Nil
Income Tax challan
3 Salary 17.95 [Chartered Accountant ] Nil Nil
certificate
Total 55.40
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- Chartered Accountant certificate from M/s J.L. Thakkar & Co. Chartered Accountants dated May 10, 2022
^As per point no II of the section “Details of the activities to be financed from the Net Proceeds” on page no. 57 in the offer document, utilization for general corporate purposes shall be to drive the Company’s business growth, including, amongst other things, brand building and other marketing expenses, acquiring assets, such as furniture and fixtures, and vehicles, meeting any expenses incurred in the ordinary course of business by the Company, including salaries and wages, rent, administration expenses, insurance related expenses, and the payment of taxes and duties, repair, maintenance, renovation and upgradation of our existing facilities, strategic initiatives, leasehold improvements, meeting of exigencies which the Company may face in the course of any business and any other purpose as permitted by applicable laws, subject to meeting regulatory requirements and obtaining necessary approvals / consents, as applicable and other purpose as permitted by applicable laws and as approved by the Company’s Board or a duly appointed committee thereof for funding growth opportunities.
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