1.  GENERAL INFORMATION:
 
 Wanbury Limited (the Company) is a public company domiciled in
 India and incorporated under the provisions of the Companies Act, 1956.
 It''s equity shares are listed on two stock exchanges in India. The
 Company is engaged in the business of pharmaceutical and related
 activities, including research.
 
 2.1 Terms/Rights attached to Equity Shares :
 
 The Company has issued only one class of Equity Shares having a par
 value of Rs. 10 per share. Each holder of Equity Shares is entitled to
 one vote per share.The Company declares and pays dividend in indian
 rupees.
 
 In the event of liquidation of the Company, the holders of Equity
 Shares will be entitled to receive remaining assets of the Company,
 after distribution of all preferential amounts. The distribution will
 be in proportion to the numbers of Equity Shares held by the
 shareholders.
 
 2.2 Outstanding Options to subscribe to Equity Shares :
 
 11,25,236 warrants of the face value of Rs. Nil have been allotted to the
 shareholders of Erstwhile PPIL as per the BIFR order. The
 warrantholders have the right to subscribe to one Equity Share of Rs.
 10/- each at the premium of Rs. 125/- per share which is excercisable
 within five years from 27 June 2007, being the date of allottment of
 the warrants.
 
 Refer Note 36(a) for terms of conversion of Foreign Currency
 Convertible Bonds into Equity Share of the Company.
 
 Refer Note 35 for rights of lender under CDR scheme to convert dues
 into Equity Shares of the Company under certain condition stipulated in
 Master Restructuring Agreement dated 19 September 2011.
 
 2.3 13,48,175 Shares were allotted in the financial year ended 301
 September 2008 pursuant to the scheme of amalgamation of erstwhile PPIL
 and erstwhile DOCL with the Company, without payment being received in
 cash.
 
 2.4 Out of the above Equity Shares 5,67,000 (Pr. Yr. 5,67,000) shares
 are represented by 1,89,000 (Pr. Yr. 1,89,000) Global Depository
 Receipts.
 
 2.5 The Company has allotted 26,90,000 Equity Shares of Rs. 10/- each at
 the premium of Rs. 27.50 per Equity Shares to Expert Chemicals (India)
 Private Limited on 30 March 2012 on preferential basis pursuant to the
 Corporate Debt Restructuring Scheme.
 
 3.1 (a) For the year ended 31 March 2012:
 
 Term Loans are secured by pari passu first charge on all the present
 and future movable and immovable fixed assets of the Company situated
 at Patalganga and Tarapur, three brands of the Company and second
 charge, except in respect of Term Loans from State Bank of India which
 has a first charge, on all the present and future movable and immovable
 fixed assets of the Company situated at Tanuku and second pari passu
 charge on entire present and future current assets of the Company and
 pledge of 8,22,242 equity shares of the Company held by Expert
 Chemicals (I) Private Limited, in addition to guarantee of Expert
 Chemicals (I) Pvt. Ltd., Bravo Healthcare Ltd. and Mr. K. Chandran,
 Director of the Company.
 
 (b) For the year ended 31 March 2011:
 
 Rupee term loans are secured by pari-passu first charge on immovable
 properties and other fixed assets, present and future and current
 assets of the Company situated at Patalganga, Tarapur, Tanuku, Turbhe
 and furniture and fixtures at Head Office, Vashi and on certain Brands
 of the Company and second charge on current assets of the Company,
 equitable mortgage on fixed assets at Tanuku, pledge of some of the
 shares of the Company held by Expert Chemicals (India) Private Limited,
 in addition to guarantee by Expert Chemicals (India) Private Limited,
 Wanbury Holding B.V. (Netherland) and a Director of the Company.
 
 The Foreign currency term loans are to be secured by a first pari passu
 charge on the fixed assets and a second pari passu charge on the
 current assets of the Company. The Company also has to provide
 additional security by way of first pari passu charge on some of the
 Companys brands. An exclusive pledge on a portion of promoters'' shares
 has already been created.
 
 3.2 Vehicle and other loans are secured by hypothecation of assets
 acquired against respective loans.
 
 3.3 Rate of Interest:
 
 (a) For the Year Ended 31 March 2012 :
 
 The rate of interest on term loans vary between 1% to 9.5% p.a., on
 vehicle and other loans vary between 8.62% to 12.65%p.a. and deferred
 sales tax loan is interest free.
 
 (b) For the Year Ended 31 March 2011 :
 
 The rate of interest on term loans vary between 13% to 13.5% p.a., on
 vehicle and other loans vary between 8.3% to 12.65%p.a. and deferred
 sales tax loan is interest free.
 
 4.1 The NCD are to be secured by a pari passu charge on the fixed
 assets of the Company situated at Patalganga and Plot No. J-17 at
 Tarapur.The NCD comprises of Part A of Rs. 60 and Part B of Rs. 40 which
 are redeemable at par at the end of two years and three years
 respectively from 1 May 2007. The Company had redeemed Part A of Rs. 60
 relating to 1,49,709 NCD''s in the earlier years. NCD''s amounting to Rs.
 55.67 Lacs and Rs. 97 Lacs was due for repayment on 1 May, 2009 and 1 May
 2010 respectively. However, since the matter is under consideration of
 BIFR, the same wil be paid as per the order of BIFR. Also Refer Note
 33.
 
 4.2 The OFCD are to be secured by a pari passu charge on the fixed
 assets of erstwhile PPIL situated at Plot No. 24 at Tarapur and fixed
 assets at Mazgaon. OFCD are convertible between 1 November 2008 and 30
 April 2012 into equity shares at a price being higher of Rs. 125/- and
 67% of the three months average weekly closing price prior to the date
 of exercise of such right. amounting to Rs. 290.99 Lacs and Rs. 291 Lacs
 was due for repayment on 30 April 2010 and 30 April 2011 respectively.
 However, since the matter is under consideration of BIFR, the same wil
 be paid as per the order of BIFR. Also Refer Note 33.
 
 4.3 In the previous year, there is delay in repayment of term loans
 aggregating to Rs. 1,287.13 Lacs ranging from 1 to 152 days. There is
 delay in payment of interest on secured borrowings aggregating to Rs.
 7.46 Lacs ( Pr. Yr. Rs. 557.95 Lacs) ranging from 3 to 18 days ( Pr. Yr.
 1 to 152 days) in respect of dues to banks /financial institutions.
 There is delay ranging from 91 to 275 days (Pr. Yr. Nil) in payment of
 interest on FCCB aggregating to Rs. 64.79 Lacs ( Pr. Yr. Nil).
 
 4.4 Term loans of erstwhile PPIL amounting to Rs. 68.02 Lacs( Pr. Yr. Rs.
 68.02 Lacs)are secured by a pari-passu first charge on its fixed assets
 of erstwhile PPIL.The said dues were payable as per Merger Cum Revival
 Scheme approved by the BIFR wide its order dated 24 April 2007.
 However, since the matter is under fresh consideration of BIFR, the
 same wil be paid as per the order of BIFR. Also Refer Note 33.
 
 The market price of the equity shares of the Company being less than
 the exercise price in respect of various outstanding options to
 subscribe to equity shares, the outstanding options as at the period
 end are considered to be anti-dilutive.
 
 5.  Contingent liabilities:
 
 Sr    Particulars                         31 March 2012   31 March 2011
 No.                                          Rs.in Lacs      Rs.in Lacs
 
 a)    Letter of Credit Opened                 1,071.00        2,730.27
 
 b)    Bank Guarantee issued                      35.76           33.09
 
 c)    Guarantees given to banks/financial    27,336.00       25,296.00
       institutions for loans given to
       subsidiaries                      (Euro 400 Lacs) (Euro 400 Lacs)
       Loans outstanding at the year end      16,713.59       15,007.66
 
                                           (Euro 244.57 
                                                   Lacs)   (Euro 237.31
                                                                   Lacs)
 
 d)    Guarantees given to banks
       /financial institutions for loans  
       given to Other                          2,700.00        2,700.00
       Loans outstanding at the year end
                                               1,784.33        1,555.15
 
 e)    Estimated amounts of contracts 
       remaining to be                           379.25          105.99
       executed on capital account and not
       provided for (net of advances)
 
 f)    Disputed demands by Income Tax
       Authorities                                40.43           40.43
 
       Amount paid there against                  40.43           40.43
 
       Disputed demands by Sales Tax Authorities  33.27           33.27
 
       Amount paid under protest                  13.32           13.32
 
 g)    Claims against the Company not            425.65        1,098.23
       acknowledged as debts
 
 Future cash flows in respect of liability under clause (a) to (e) are
 dependent on terms agreed upon with the parties and in respect of
 liability under clause (f) & (g) are dependent on decisions by relevant
 authorities of respective disputes.
 
 6.  The Company operates solely in the pharmaceuticals segment and
 hence no separate disclosure for segment wise information is required.
 
 7.  Erstwhile The Pharmaceutical Products of India Limited (PPIL) was
 merged with the Company, pursuant to the Order dated 24 April 2007,
 passed by Hon''ble Board for Industrial and Financial Reconstruction
 (BIFR).
 
 The Hon''ble Supreme Court vide its Order dated 16 May 2008, has set
 aside the above referred BIFR order and remitted the matter back to
 BIFR for considering afresh as per the provisions of Sick Industrial
 Companies (Special Provisions) Act, 1985 (SICA), in response to a suit
 filed by one of the unsecured creditors of Erstwhile PPIL.
 
 The BIFR has directed IDBI Bank, which has been appointed as Operating
 Agency, to formulate new Draft Rehabilitation Scheme (DRS) pursuant to
 the Order of Hon''ble Supreme Court of India dated 16 May 2008. In the
 meanwhile, the Company has sought legal opinion and the Company has
 been advised to maintain status quo ante with respect to the merger
 under the said Scheme and that it should take further steps only on the
 basis of the fresh BIFR Order.
 
 In view of the above, the Company has maintained a status quo. However,
 all actions taken by the Company pursuant to the sanctioned scheme
 shall remain subject to and without prejudice to the orders that may be
 passed by the BIFR while considering the case a fresh pursuant to the
 directions of the Hon''ble Supreme Court in its order dated 16 May 2008.
 
 As per BIFR Order dated 24 April 2007, statutory dues of erstwhile PPIL
 comprising of income tax Rs. 250.36 Lacs, profession tax Rs. 6.06 Lacs,
 custom duty Rs. 230 Lacs, sales tax Rs. 8.50 Lacs and excise duty Rs. 15.62
 Lacs were required to be paid in six annual installments and the
 Company has pursuant to the scheme, allotted Non Convertible Debentures
 (NCDs) of Rs. 242.50 Lacs and Optionally Fully Convertible Debentures
 (OFCDs) of Rs. 581.99 Lacs, to some of the lenders of erstwhile PPIL, out
 of which dues amounting to Rs. 152.67 Lacs and Rs. 581.99 Lacs in respect
 of NCDs and OFCDs respectively, remains payable at the year end. Since
 BIFR is considering the matter afresh, pending fresh directives from
 the BIFR, aforesaid dues have not been paid.
 
 8.  The Company had separate IBIS software for formulation sales
 accounting which had been switched over/ linked to SAP in earlier years
 and also had changed from DCB Model to Distributorship Model (C&F) for
 selling formulation products. Consequently, trade receivables
 pertaining to formulation business are subject to confirmation,
 reconciliations and adjustments, if any.
 
 Further, balances of trade receivables, trade payables, loans and
 advances are subject to confirmation/ reconciliation and adjustments,
 if any.
 
 However, in the opinion of management, as recovery and other measures
 are under active consideration, the amount outstanding has been
 considered good and recoverable.
 
 9.  The Corporate Debt Restructuring (CDR) proposal of the Company,
 having 30 September 2010 as the cutoff date, has been approved by the
 CDR Cell vide its Letter of Approval (LOA) dated 23 May 2011.
 Subsequently on execution of the Master Restructuring Agreement (MRA)
 dated 19 September 2011, effect of CDR Scheme has been given in the
 financial statements as per the MRA and excess interest accounted for
 the period 1 October 2010 to 31 March 2011 amounting to Rs. 783.21 Lacs
 has been reversed during the year and shown as exceptional item in the
 financial statement.
 
 MRA among other terms and conditions, provide for:
 
 a) Additional fund, non fund based assistance from the CDR lenders;
 
 b) Promoters to bring further contributions in stages;
 
 c) Reporting and other compliances by the Company; and
 
 d) Right to the CDR lenders to convert at their option, the whole of
 the outstanding amount or 20% of rupee equivalent of the defaulted
 amount into fully paid-up equity shares of the Company at par, in case
 of certain defaults by the Company.
 
 10.  a) The Company has issued on 20 April 2007, 800 Nos. 1% Unsecured
 Foreign Currency Convertible A Bonds (A Bonds) and 700 Nos. 1%
 Unsecured Foreign Currency Convertible B Bonds (B Bonds) of face
 value of € 10,000 each maturing on 23 April 2012 and 17 December 2012
 respectively.
 
 The A Bonds are convertible at the option of the holders of such bonds,
 unless previously redeemed or purchased and cancelled, into equity
 shares of face value of Rs. 10 each at a premium of Rs. 128.43, being
 conversion price of Rs. 138.43 at a fixed exchange rate of Rs. 57.22 to €
 1 and such option being exercisable till 9 March 2012.
 
 The B Bonds are convertible at the option of the holders of such bonds,
 unless previously redeemed or purchased and cancelled, into equity
 shares of Rs. 10 each at a premium of Rs. 128.43, being reset conversion
 price of Rs. 138.43 at a fixed exchange rate of Rs. 57.22 to € 1 and such
 option is exercisable till 5 November 2012.
 
 The Company may, at the option of any holders of any Bonds, repurchase
 at the Early Redemptions Amount, together with accrued and unpaid
 interest.
 
 The A Bonds and the B Bonds are bearing interest @ 1 % p.a. payable
 semi annually and Yield to Maturity of 7.5 % p.a. compounded semi
 annually.
 
 b) The pro-rata premium payable on redemption, exchange gain/loss on
 premium payable and issue expenses is charged to Securities Premium
 Account.
 
 c) During the year ended on 31 March 2010, the Company bought back and
 cancelled 424 Foreign Currency Convertible A Bonds of face value
 of € 10,000 each.
 
 d) During the year under review the Company has not received any
 application for conversion of FCCB into equity shares of the Company.
 However, till date 5,29,085 fully paid equity shares of face value of Rs.
 10/- each have been issued at a conversion price of Rs. 138.43 per equity
 share upon conversion of 128 Foreign Currency Convertible A Bonds
 of face value of € 10,000 each.
 
 e) The balance of 248 A bonds & 700 B Bonds have remained
 outstanding at the year-end.
 
 11.  The Company has invested Rs. 53.40 Lacs (Pr. Yr. Rs. 53.40 Lacs) in
 equity shares of Bravo Healthcare Limited (BHL) and also given loan and
 advances aggregating to Rs. 7,502.60 Lacs (Pr. Yr. Rs. 7,221.58 Lacs).
 Networth of BHL has been negative as per audited accounts for the year
 ended 31 March 2011.
 
 The Company has invested Rs. 5.29 Lacs (Pr. Yr. Rs. 5.29 Lacs) in shares of
 Ningxia Wanbury Fine Chemicals Company Limited (Ningxia) , a
 wholly-owned subsidiary and net amount recoverable as at the year end
 is Rs. 123.81Lacs (Pr. Yr.  Rs. 104.69 Lacs). Networth of Ningxia has been
 negative as per audited accounts for the year ended 31 March 2012.
 
 The Company has invested Rs. 3,849.02 Lacs (Pr. Yr. Rs. 3,849.02 Lacs) in
 ordinary share of Wanbury Holding B.V.  (WHBV), a wholly-owned
 subsidiary, which is created for making investment in step down
 subsidiaries and has given advances of Rs. 5,348.35 Lacs (Pr. Yr. Rs.
 5,240.27 Lacs) to be adjusted against shares which is pending
 allotment.  WHBV has made investment in it''s wholly-owned subsidiary,
 Cantabria Pharma S.L. (CP) and given loans & advances to the CP.
 Further, the Company has also receivable from CP of Rs. 4,686.59 Lacs
 (Pr. Yr. Rs. 4,301.57 Lacs) as at the year end. CP has incurred losses
 and suffered significant erosion of net worth.
 
 The Company''s involvement in the aforesaid companies is of strategic
 importance and for long term and is contemplating steps for their
 revival, fund infusion etc. Hence, no provision has been considered
 necessary at this juncture in respect of aforesaid investments in and
 dues recoverable from them.
 
 12.  Disclosure of trade payable under current liabilities is based on
 the information available with the Company regarding the status of the
 suppliers as defined under the Micro, Small and Medium Enterprises
 Development Act, 2006.  Amount outstanding as on 31 March 2012 to
 Micro, Small and Medium Enterprises on account of principal amount
 aggregate to Rs. 71.43 Lacs (Pr. Yr. Rs. 167.00 Lacs) [including overdue
 amount of Rs. 48.39 Lacs (Pr. Yr. Rs. 154.90 Lacs)] and interest due
 thereon is Rs. 10.03 Lacs (Pr. Yr.{ Rs. 10.77 Lacs) and interest paid
 during the year Rs. Nil (Pr. Yr. Rs. Nil). Since as per the
 terms/understanding with the parties, no interest is payable, hence no
 provision has been made for the aforesaid interest (Refer note 9).
 
 13. Remittance in foreign currency on account of dividend:
 
 During the previous year ended 31 March 2011, the Company has paid
 dividend for FY 2009-2010 in respect of shares held by Non-Resident
 Shareholders on repatriation basis. This inter-alia includes portfolio
 investment and direct investment, where the amount is also credited to
 Non-Resident External A/c. The exact amount of dividend remitted in
 foreign currency cannot be ascertained. The total amount remitted in
 this respect is given below:
 
 *The Company has paid excess Remuneration of Rs. 19.37 Lacs for the year
 ended 31 March 2012 as compared to remuneration payable under the
 provisions of Schedule XIII of the Companies Act, 1956 which is subject
 to approval of the Central Government. The Company is in the process of
 making the application for the same. Pending such approval excess
 amount as aforesaid has been charged to the revenue. Above excludes
 provision for the future liabilities in respect of retirement benefits,
 which are based on actuarial valuation done on overall Company basis.
 
 (b) Sitting fees to directors Rs. 4.56 Lacs (Pr. Yr. Rs. 3.48 Lacs).
 
 14.  The aggregate amount of revenue expenditure, except depreciation,
 incurred during the year on Research and Development and shown in the
 respective heads of account is Rs. 478.91 Lacs (Pr. Yr. Rs. 575.73 Lacs).
 
 15.  Employee Benefits
 
 As required by Accounting Standard- 15 Employees Benefits the
 disclosure are as under:
 
 Defined Contribution Plans
 
 The Company offers its employees defined contribution plans in the form
 of provident fund (PF) and Employee''s Pension Scheme (EPS) with the
 government, and certain state plans such as Employee''s State Insurance
 (ESI). PF and EPS cover substantially all regular employees and the ESI
 covers certain workers. Contributions are made to the Government''s
 funds. While both the employees and the Company pay predetermined
 contributions into the provident fund and the ESI Scheme, contributions
 into the pension fund is made only by the Company. The contributions
 are normally based on a certain proportion of the employee''s salary.
 
 During the year, the Company has recognised the following amounts in
 the Account:
 
 Defined Benefit Plans Gratuity:
 
 The Company makes annual contributions to the Employee''s Group
 Gratuity-cum Life Assurance (Cash Accumulation) Scheme of the LIC, a
 funded defined benefit plan for qualifying employees. The scheme
 provides for payment to vested employees as under:
 
 a) On normal retirement/early retirement/withdrawal/resignation:
 
 As per the provisions of Payments of Gratuity Act, 1972 with vesting
 period of 5 years of service.
 
 b) On the death in service:
 
 As per the provisions of Payment of Gratuity Act, 1972 without any
 vesting period.
 
 Death Benefit:
 
 The Company provides for death benefit, a defined benefit plan, (the
 death benefit plan) to certain categories of employees .The death
 benefit plan provides a lump sum payment to vested employees on Death,
 being compensation received from the insurance company and restricted
 to limits set forth in the said plan. The death benefit plan is non -
 funded.
 
 Leave Encashment:
 
 The Company''s employees are entitled for compensated absences which
 are allowed to be accumulated and encashed as per the Company policies.
 Up to previous year ended on 31 March 2011, liability of compensated
 absences aggregating Rs. 277.54 Lacs was provided as per management''s
 estimate. From this year the same is being provided based on report of
 independent actuary using the Projected Unit Credit Method. Accordingly
 Rs. 377.43 Lacs being liability as at the year-end for compensated
 absences as per actuarial valuation has been provided in the accounts.
 
 16.  In terms of the requirements of the Accounting Standards-28 on
 Impairment of Assets issued by the Institute of Chartered
 Accountants of India, the amount recoverable against Fixed Assets has
 been estimated for the year end by the management based on the present
 value of estimated future cash flows expected to arise from the
 continuing use of such assets. The recoverable amount so assessed was
 found to be adequate to cover the carrying amount of the assets. There
 is no reversal of impairment amount during the year.
 
 17.  The Company has entered into Derivatives structure for hedge
 purpose and not intended for trading or speculation.  The year-end
 foreign currency exposures that have been hedged by a derivative
 instrument or otherwise are as below :
 
 18.  Mark to Market loss is Rs. Nil (Pr. Yr. Rs. Nil) in respect of foreign
 currency derivative instruments outstanding as at 31 March 2012. The
 management is of the view that application of aS-30 Financial
 Instrument Recognition and Measurement is not mandatory for the
 financial year under report. However, out of abundant caution and as a
 measure of financial prudence the Company has provided an amount of Rs.
 Nil (Pr. Yr. Rs. Nil ) to meet the anticipated forex losses.
 
 19.  Disclosure for operating leases under Accounting Standard
 19-Accounting for Leases:
 
 The Company has taken various residential /godowns / office premises
 (including furniture and fittings, therein as applicable) under
 operating lease or leave and license agreements. These are generally
 not non-cancellable and range from 33 months to 5 years under Leave and
 Licence, or longer for other leases and are renewable by mutual consent
 on mutually agreeable terms. The Company has given refundable interest
 free security deposits in accordance with the agreed terms. The lease
 payments of Rs. 318.77 Lacs (Pr. Yr. Rs. 315.29 Lacs) are recognised in the
 Statement of Profit and Loss under Rent under note 29.
 
 The future lease payments and payment profile of non cancellable
 operating leases are as under:
 
 20.  Advance for investment to Wanbury Holding B.V, a subsidiary
 company, consists of expenses incurred/ payment made to / on behalf of
 aforesaid subsidiary amounting to Rs. 5,348.35 Lacs (Pr. Yr. Rs. 5,240.27
 Lacs) which are intended to be adjusted against the value of the
 Ordinary Shares to be issued by the aforesaid subsidiary.
 
 Notes:
 
 i) Above Loans/Advances are repayable on demand.
 
 ii) Loans and Advances to employees/customers and investments by such
 employees/customers in the shares of the Company if any are excluded
 from the above disclosure.
 
 c) Investment by loanee:
 
 21.  Related Party Disclosure: (With whom the transactions have taken
 place)
 
 A. Relationship:
 
 Category 
 
 1: Major Shareholders:
 
 - Kingsbury Investment Inc.
 
 - Expert Chemicals (India) Pvt. Ltd.
 
 Category
 
 2: Subsidiary Companies-
 
 - Wanbury Holding B. V. (Netherlands)
 
 - Cantabria Pharma S. L. (Spain)
 
 - Ningxia Wanbury Fine Chemicals Co. Ltd (China)
 
 - Wanbury Global FZE (Ras-Al-Khaimah, UAE)
 
 Category 3: Key Management Personnel and their relatives:
 
 - Mr. K. Chandran Vice Chairman
 
 - Mr. K. R. N. Moorthy Joint Managing Director (Up to 31 Aug 2010)
 
 - Mr. Ashok Shinkar Whole-time Director (Up to 31 Dec 2010)
 
 - Dr. Rajaram Samant Whole-time Director (Up to 20 May 2010)
 
 Category 4: Others (Enterprise owned or significantly influenced by key
 management personnel or their relatives)
 
 - Wanbury Infotech Pvt. Ltd.
 
 - Bravo Healthcare Limited
 
 - Magnum Equifin Pvt. Ltd.
 
 22.  Assets held for disposal:
 
 As per the scheme of rehabilitation and merger approved by BIFR,
 erstwhile PPIL is required to sale office premises at Saki Naka, Mumbai
 and R & D premises at Turbhe, Navi Mumbai in settlement of part dues of
 secured and unsecured payables mentioned in the aforesaid scheme.
 Consequently, the said assets are held for disposal and stated at cost
 since estimated realisable value is higher than cost and included in
 note-12 Fixed Assets.