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Directors Report of Ind-Swift Laboratories Ltd.

Mar 31, 2014

Dear Shareowners,

The Directors have great pleasure in presenting the 19th Annual Report together with audited statement of accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS (Amount in Millions)

Particulars Year Ending Year Ending 31st March 2014 31st March 2013

Sales (net of excise) and other income 9541.19 11005.49

Profit before Interest, Depreciation, Tax & Amortisation 720.14 641.70

Less: - Interest 1166.20 1396.15

- Depreciation 657.66 543.51

- Impairment of Assets Nil Nil

- Extra Ordinary Item 327.13 (100)

Loss on sale of fixed assets 1.21 1.17

Profit/(Loss) before Tax (1432.06) (1199.13)

Less: - Provision for tax - 0.167

- Income tax adjustment of previous years Nil Nil

- Mat Credit Entitlement Nil Nil

- Provision for Fringe Benefit Tax Nil Nil

- Provision for Deffered Tax (204.55) (9.59)

Profit/(Loss) after Tax (A) (1227.44) (1189.71)

Amount B/F from previous year (B) 2105.62 3295.33

Profit after Tax available for Appropriations (A B) 878.18 2105.62

Transfer to deferred tax liability - -

Provision for Dividend on Equity shares - -

Provision for Equity Dividend Tax - -

Transfer to General Reserve - -

Balance carried forward to Balance sheet 878.18 2105.62

OPERATIONS AND BUSINESS PERFORMANCE

During financial year 2013-14, the global economy showed signs of recovery with growth in demand from the developed countries in the second half of the year. Emerging markets, including India, had to face multiple challenges of rising current account deficit, depreciation of the local currency and additional pressure due to capital outflows.

Despite the global and domestic challenges, Ind-Swift Labs continued to achieve a turnover of Rs.9541.19 millions during financial year 2013-14 against the turnover of Rs.11005.49 millions during financial year 2012-13. Company suffered a loss of Rs.1227.44 millions during 2013-14 against loss of Rs.1189.71 millions in 2012-13.

CONSOLIDATED FINANCIAL PERFORMANCE

Your company recorded a consolidated turnover of Rs.9792.25 Millions during 2013-14 against the turnover of Rs.11539.64 Millions during 2012-13. In consolidated terms, the Company suffered a loss of Rs.1220.12 Millions in 2013-14, against loss of Rs.1179.03 Millions in 2012-13. The Consolidated financial figures include the respective financial figures of the Company''s three subsidiaries. As required under Clause 32 of the Listing Agreement with the Stock Exchanges, audited consolidated financial statements form part of the Annual Report and the same are annexed to this Report.

EXPORTS

The Company continued to fair well in the export markets where the exports increased from Rs. 5985.59 millions in 2012-13 to Rs.6104.08 millions during 2013-14.

CORPORATE DEBT RESTRUCTURING

The Corporate Debt Restructuring (CDR) scheme as approved by the CDR cell has been substantially implemented. The Company''s performance has been better than the projections envisaged under the CDR and the Company was regular in the debt servicing as provided under the CDR Scheme till 31-03-2014. However the companies account with State Bank of India (SBI) and Bank of India were declared technical NPA as on 31-03-2014. The Company has however requested the Consortium leader for carving out WCTL for the irregular portion and restructure the debts again.

All the non-CDR Banks/Members have restructured their debts except Mahindra and Mahindra Financial Services Limited, which has not accepted the restructuring as provided during CDR. In order to implement the terms of CDR package with the secured creditors, the Company has also filed petition in the financial year 2012-13 before the Hon''ble Punjab and Haryana High Court, Chandigarh under Section 391-394 of the Companies Act, 1956. The petition is still pending for disposal at the discretion of the Hon''ble Punjab and Haryana High Court, Chandigarh.

DIVIDEND

In view of the losses during the financial year, no dividend has been proposed for the year ended 31st March, 2014.

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, final dividend for the year 2005-06 amounting to Rs.863977/- which remained unpaid or unclaimed for a period of 7 years, has been transferred by the Company to the Investor Education and Protection Fund (IEPF).

EMPLOYEE STOCK OPTION SCHEME

Members'' approval to the Employee Stock Option Scheme was obtained at the Annual General Meeting held on 30th September, 2006 for introduction of the Scheme.

Employees Stock Option Scheme was approved and implemented by the Company and Options were granted to employees in accordance with the Securities and Exchange Board of India (Employee Stock option Scheme and Employee Stock purchase Scheme) Guidelines, 1999 (''the SEBI Guidelines'')

The Employees Stock Compensation Committee, Constituted in accordance with the SEBI Guidelines, administers and monitors the Scheme. The applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2014 are annexed to the Directors Report.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

The Company''s shares are listed on the National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE) and are actively traded.

During the year under review, 16,92,725 equity shares were allotted on 3rd February, 2014 on preferential basis to promoters and promoter group company at a price of Rs.55/- per share (including premium of Rs.45/- per share) in terms of the CDR package of the Company. Consequent to the allotment the paid up share capital of the Company stand at Rs.40,96,31,950/- consisting of 4,09,63,195/- equity shares of Rs.10/- each.

SUBSIDIARY COMPANIES

As on 31.03.2014, your Company had 3 Subsidiaries.

The US subsidiary of the Company viz. Ind-Swift Laboratories Inc. achieved a net sales of $ 5,012,897 and recorded a net Profit of $ 1 17,718.

The Singapore Subsidiary Viz Meteoric Life Sciences PTE Ltd. achieved a net sales of $ 366,274 and recorded a net profit of $ 1,826.

The Dubai Subsidiary viz. Ind-Swift Middle East FZE has not started operations yet. A statement pursuant to Section 212 of the Companies Act, 1956, relating to subsidiary companies is attached to the accounts. In terms of the general exemption granted by the Ministry of Corporate Affairs vide its circular no.02/2011 dated February 8, 2011, the audited accounts and reports of Board of Directors and Auditors of the Company''s subsidiaries have not been annexed to this Annual Report. The Company has complied with the requirements as prescribed under the said circular. The consolidated financial statements prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India forms part of this Annual Report and includes the financial information of the subsidiary companies.

AUDITORS

The Statutory Auditors of the Company M/s Jain & Associates, Chartered Accountants (Regd. No.001361N) retire at the conclusion of the ensuing Annual General Meeting. They have confirmed their eligibility and willingness to accept the office of Auditors, if reappointed for the year 2014-15. The Audit Committee and the Board of Directors recommend the appointment of M/s Jain & Associates as Statutory Auditors of the Company for the financial year 2014-15 for shareholders approval.

With regard to emphasis of matter contained in the point No. 7 of Auditors'' Report, the Board is of the view that the same is self explanatory and the Company is complying with the Hon''ble Company Law Board''s order for payment of Fixed deposit Holders.

COST-AUDIT

M/s. V. Kumar & Associates, Cost Accountants have been duly appointed as Cost Auditors of the Company for audit of cost accounting records which are covered under the Cost Audit Rules for current financial year ending March 31, 2015.

As required by Section 148 of the Companies Act, 2013, necessary resolution has been included in the Notice convening the Annual General Meeting, seeking ratification by the Members to the remuneration proposed to be paid to the Cost Auditors for the financial year ending March 31, 2015.

The Cost Audit Reports are required to be filed within 180 days from the end of the financial year. The Cost Audit Reports for the financial year 2012-13 issued by M/s V. Kumar and Associates, Cost Auditors, was filed with Ministry of Corporate Affairs. The Cost Audit Reports for the financial year ended March 31, 2014 will be filed within the prescribed time period.

DEPOSITS

The aggregate amount of fixed deposit outstanding as on 31st March 2014 was Rs.93.22 crores approx. (previous year Rs.108.48 crores).

The Hon''ble Company Law Board vide its order No.CP27/01/2013 dated 30th September, 2013 has granted extension of time in repayment of deposits. Now, the Company is making repayment of interest and Principal amount as due to the fixed deposit holders in terms of the aforesaid order of Hon''ble CLB.

DIRECTORS

Sh. Rishav Mehta, Director (DIN No.03028663) retires by rotation at the ensuing Annual General Meeting ("AGM") and being eligible offers himself for re-appointment. The Board recommends his re-appointment.

In terms of the Companies Act, 2013 (''Act'') Independent Directors are required to be excluded while computing the number of Directors to retire by rotation. Accordingly only the promoter directors have been considered for calculating the number of those who are to retire by rotation.

As of the date of this Report, Sh. K.M.S. Nambiar, Dr. J.K. Kakkar, Sh. T.S. Bhattacharya and Sh. Pradeep Kumar are Independent Directors as per Clause 49 of the Listing Agreement and were appointed under the Companies Act 1956 as Directors liable to retire by rotation. In order to give effect to the applicable provisions of sections 149 and 152 of the Act, it is proposed that these Directors be appointed as Independent Directors, to hold office for five consecutive years w.e.f 1st April, 2014. Sh. S.V. Singh, being Nominee Director (SBI) does not require any re-appointment and Dr. V.K. Arora, Independent Director does not seek re-appointment and his appointment shall be valid till the conclusion of the current Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the applicable provisions of Section 149 of the Act and under Clause 49 of the Listing Agreement with the Stock Exchanges.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

LISTING FEES

The Annual Listing fee for the year under review has been paid to The BSE Limited and The National Stock Exchange of India Ltd.

INTERNAL CONTROL SYSTEMS

The Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures are in place to ensure that all transactions are authorized, recorded and reported correctly as well as to provide for adequate checks and balances.

The Internal audit department together with independent firm of Chartered Accountants reviews the effectiveness and efficiency of these systems and procedures. Audits are finalized and conducted based on internal risk assessment. Significant deviations are brought to the notice of the Audit Committee of the Board periodically and corrective measures recommended for implementation. All these steps facilitate timely detection of any irregularities and early remedial measures.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Board Report) Rules, 1988 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure ''A''.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules, 2011 as amended, the names and other particulars of the employees are set out in the annexure to the Director''s Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report and accounts are being sent excluding the aforesaid information to all the members of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirement set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 ("the Act"), your directors confirm that:

(i) In the preparation of Annual Accounts, the applicable accounting standards have been followed. There are no material departures from prescribed accounting standards.

(ii) We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2013-14 and of profit of the Company for that period;

(iii) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) We have prepared the annual accounts on an on going concern basis.

HUMAN RESOURCE

Your Company is of the firm opinion that efficiency of its employees plays a key role in achieving set goals and building a competitive work environment. The Company regularly conducts various programmes at different levels so as to ensure that a vibrant and motivated work-force leads to achievement of the defined goals. Employee relations continued to the harmonious and cordial at all levels and in all the units of the Company.

ACKNOWLEDGEMENT

Your Directors thank all the employees for their sincere efforts, active involvement and devoted services rendered.

Your Directors thank the shareholders of the Company for the confidence reposed in the Management of the Company.

Your Directors place on record their gratitude to the Customers, Suppliers, Company''s Bankers and Financial Institutions for their support and cooperation during the year under review. On behalf of the Board of Directors

S.R. Mehta Chandigarh, 12th August, 2014 Chairman


Mar 31, 2013

Dear Shareowners,

The Directors have pleasure in presenting the 18th Annual Report together with audited statement of accounts for the year ended 31 March, 2013.

FINANCIAL RESULTS (Rs in million)

Year Ending Year Ending Particulars 31 March 2013 31 March 2012

Sales (net of excise) and other income 11005.49 13529.00

Profit before Interest, Depreciation, Tax& Amortisation 641.7 2075.81

Less: - Interest 1396.15 845.47

-Depreciation 543.51 398.61

- Impairment of Assets Nil Nil

- Extra Ordinary Item (Loss on Insurance claim) (100) Nil

Loss on sale of fixed assets 1.17 1.78

Profit (loss) before Tax (1199.13) 829.95

Less: - Provision for tax 0.167 174.62

- Income tax adjustment of previous years Nil (4.66)

- Mat Credit Entitlement Nil (174.62)

- Provision for Fringe Benefit Tax Nil Nil

- Provision for Deffered Tax (9.59) (29.78)

Profit after Tax (A) (1189.711) 864.40

Amount B/F FROM Previous year(B) 3295.33 2430.93

Profit after Tax available for Appropriations (A B) 2105.619 3295.33

Transfer to deferred tax liability Provision for Dividend on Equity shares Provision for Equity Dividend Tax Transfer to General Reserve

Balance carried forward to Balance sheet 2105.619 3295.33



OPERATIONS AND BUSINESS PERFORMANCE

The shrinking operating profit margins, low liquidity, escalating debt cost, increasing competition and adverse market conditions have became major concern for the Company in the last financial year. Despite of all the financial challenges the operations of the Company were not affected and Your company has recorded a turnover of Rs.11005.49 millions during 2012-13 against the turnover of Rs.13529 millions during 2011-12.

The Company''s Earning before interest , Depreciation Tax and Allowances ( EBIDTA) during 2012-13 was Rs. 883.09 mn. However Company suffered a loss of Rs.1189.71 millions during 2012-13 against net profit of Rs.864.40 millions in 2011-12. The Earning per Share also reduced to Rs.(30.35) per share from Rs.24.10 per share.

CONSOLIDATED FINANCIAL PERFORMANCE

Your company recorded a consolidated turnover of Rs.11539.64 Millions during 2012-13 against the turnover of Rs.14424.93 Millions during 2011-12. In consolidated terms, the Company suffered a loss of Rs.1 179.65 Millions against net profit of Rs.891.61 Millions. The Consolidated financial figures include the respective financial figures of the Company''s three subsidiaries. As required under Clause 32 of the Listing Agreements with the Stock Exchanges, audited consolidated financial statements form part of the Annual Report and the same are annexed to this Report.

EXPORTS

The Company continued to fair well in export markets where the exports increased by 1.67% from Rs.5887.48 millions to Rs.5985.59 millions during 2012-13.

CORPORATE DEBT RESTRUCTURING

The Company had approached the Corporate Debt Restructuring (CDR) cell through State Bank of India in July, 2012 for restructuring the debts of the Company through CDR mechanism. The final restructuring package was approved by the CDR Empowered Group vide its letter dated 9 November, 2012. The detailed information on Corporate Debt Restructuring is provided in Management Discussion and Analysis Report.

The Company has also filed a petition before Hon’ble Punjab andHaryana High Court under Section 391-394 of the Companies Act 1956 in order to implement the terms of CDR package with secured creditors and the lenders outside the CDR package. The petition is presently pending before the Hon''ble Punjab and Haryana High Court.

DIVIDEND

In view of the losses during the financial year, no dividend has been proposed for the year ended 31 March, 2013.

EMPLOYEE STOCKOPTION SCHEME

Members approval to the Employee Stock Option Scheme was obtained at the Annual General Meeting held on 30 September, 2006 for introduction of the Scheme.

Employees Stock Option Scheme was approved and implemented by the Company and Options were granted to employees in accordance with the Securities and Exchange Board of India (Employee Stock option Scheme and Employee Stock purchase Scheme ) Guidelines, 1999 (''the SEBI Guidelines'')

The Employees Stock Compensation Committee, Constituted in accordance with the SEBI Guidelines, administers and monitors the Scheme. The applicable disclosures as stipulated under the SEBI Guidelines as at March 31,2013 are annexed to the Directors Report.

CHANGE IN CAPITAL STRUCTURE

During the year the paid up share capital of your company raised to Rs.39,27,04,700/- consequent to:

Allotment of 13,15,000 equity shares upon conversion of equal number of Zero Coupon Optionally Convertible Warrants (2010 Series) at a price of Rs.82.50/- per share on preferential basis to promoter''s group companies and

Allotment of 10,000 equity shares under Employee Stock Option Plan (ESOP) 2006 to the Independent Directors of the company at a price ofRs.27/-per share.

SUBSIDIARY COMPANIES

As on 31.03.2013 the Company had 3 Subsidiaries

The US subsidiary of the Company viz. Ind-Swift Laboratories Inc. achieved net sales of $ 4,967,187 and recorded a net Profit of $163,817.

The Singapore Subsidiary Viz Meteoric Life Sciences PTE Ltd. achieved net sales of $ 8,025,570 and recorded a net profit of $ 24,240.

The Dubai Subsidiary viz. Ind-Swift Middle East FZE has not started operations yet. During the financial year, the Company had transferred its investment in Iran Joint Venture to its Dubai Subsidiary.

A statement pursuant to Section 212 of the Companies Act, 1956, relating to subsidiary companies is attached to the accounts. In terms of the general exemption granted by the Ministry of Corporate Affairs vide its circular no. 02/2011 dated February 8, 2011, the audited accounts and Reports of Board of Directors and Auditors of the Company''s subsidiaries have not been annexed to this Annual Report. The Company has complied with the requirements as prescribed under the said circular. The consolidated financial statements prepared in accordance with Accounting Standard - 21 issued by the Institute of Chartered Accountants of India forming part of this Annual Report include the financial information of the subsidiary companies.

DISINVESTMENT FROM IRAN JOINT VENTURE

During the financial year, the Company had transferred its investment in Iran Joint Venture to its Dubai Subsidiary. The process regarding disinvesment from Iran Joint has already been completed in terms of RBI guidelines.

AUDITORS

The Statutory Auditors of the Company M/s Jain & Associates, Chartered Accountants retire at the conclusion of ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office of Auditors, if reappointed. The Audit Committee and the Board of Directors recommend the appointment of M/s. Jain & Associates, as Statutory Auditors of the Company for the Financial Year 2013-14 for shareholders approval with regard to emphasis of matter contained in the Auditors Report explanations are given below:

a) Point 7of Auditors Report: Note No. XIX of notes to accounts to the Financial statements

Pursuant to approval of the Board of Directors and shareholders in the Annual General Meeting the Company has continued to make same payment of remuneration to Managing Director and Jt. Managing Director which is subject to the approval of the Central Government. The application of the Company for the grant of approval for the payment of same remuneration is pending with the Central Government.

b) Point 7of Auditors Report: Note No. XLVI of notes to accounts to the Financial statements

Corporate Debt Restructuring (CDR) scheme is effective from 1 July,2012. The outstanding liabilities of the Company are being restructuresed under the aegis of Corporate Debt Restructuring scheme. As required under the LOA, the MRA and other necessary documents have been executed. The company is negotiating with other lenders for their outstanding dues.

COST-AUDIT

Pursuant to Section 233B of the Companies Act, 1956 and with the prior approval of the Central Government, the Board has appointed M/s. V. Kumar & Associates, Cost Accountants as the Cost Auditors of the Company for audit of cost accounting records of its Pa rmaceutical activities (Formulation & Bulk Drugs activities) for the financial year ended 31 March, 2013. Cost audit reports would be submitted to the Central Government within the prescribed time.

In terms of the circulars issued by Ministry of Corporate Affairs, the last date for filing the Cost Audit Report for the year ended 31 March, 2012,with the Central Governmentwas 2s February 2013. Ihe Report was filed on 0/ February, 2013.

DEPOSITS

The aggregate amount of fixed deposit as on 31 March 2013 was Rs.108.48 crores approx. (previous year Rs.87.88 crores). Company continued to pay the interest and principal sum to the fixed deposit holders during the year 2012-13. However, due to tight liquidity position and consequent default in payment of fixed deposit holders in the month of April-June, 2013, the Company opted to approach Hon''ble Company Law Board for seeking extension in repayment of deposits and exemption from other provisions of the Companies Act, 1956.

DIRECTORS

In accordance with the provisions of Section 256 of the Companies Act, 1956, Sh. S.R. Mehta, Dr. G. Munjal and Sh. Pradeep Kumar Directors retire by rotation at the company''s forthcoming annual general meeting and being eligible offer themselves for re-appointment. The Board recommends their reappointment.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

LISTING FEES

The Annual Listing fee for the year under review has been paid to The Bombay Stock Exchange Ltd., Mumbai and The National Stock Exchange of India Ltd.

INTERNAL CONTROL SYSTEMS

The Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures are in place to ensure that all transactions are authorized, recorded and reported correctly as well as to provide for adequate checks and balances.

The Internal audit department together with independent firm of Chartered Accountants review the effectiveness and efficiency of these systems and procedures. Audits are finalized and conducted based on Internal risk assessment. Significant deviations are brought to the notice of the Audit Committee of the Board periodically and corrective measures recommended for implementation. All these steps facilitate timely detection of any irregularities and early remedial measures.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Board Report) Rules, 1988 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure A''.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules, 2011as amended, the names and other particulars of the employees are set out in the annexure to the Director''s Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report and account are being sent excluding the aforesaid information to all the members of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirement set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions ofSection 217 (2AA) of the Companies Act, 1956 (“theAct"),your directors confirm that:

(I) In the preparation of Annual Accounts, the applicable accounting standards have been followed. There are no material departures from prescribed accounting standards.

(ii) We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year 2012-13 and of Loss of the Company for that period;

(iii) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) We have prepared the annual accounts on an on going concern basis.

HUMAN RESOURCE

Your Company is of the firm opinion that efficiency of its employees plays a key role in achieving set goals and building a competitive work environment. The Company regularly conducts various programmes at different levels so as to ensure that a vibrant and motivated work-force leads to achievement of the defined goals. Employee relations continued to the harmonious and cordial at all levels and in all the units of the Company.

ACKNOWLEDGMENT

Your Directors thank all the employees for their sincere efforts, active involvement and devoted services rendered.

Your Directors thank the shareholders of the Company for the confidence reposed in the Management of the Company.

Your Directors place on record their gratitude to the Customers, Suppliers, company''s Bankers and Financial Institutions for their support and cooperation during the year under review.

On behalf of the Board of Directors

S.R. Mehta

Chairman Chandigarh,

9 August, 2013


Mar 31, 2012

The Directors have great pleasure in presenting the 17th Annual Report together with audited statement of accounts for the year ended 31st March, 2012.

Financial Results

(Rs. in million)

Particulars Year Ending Year Ending 31st March 2012 31st March 2011

Sales (net of excise) and other income 13529.00 10301.42

Profit before Interest, Depreciation, Tax & Amortisation 2075.81 1873.14

Less: - Interest 845.47 558.72

- Depreciation 398.61 385.16

- Impairment of Assets Nil 24.14

- Extra Ordinary Item Nil 30.68

Loss on sale of fixed assets 1.78 3.19

Profit before Tax 829.95 871.25

Less: Provision for tax 174.62 179.65

- Income tax adjustment of previous years (4.66) (0.46)

- Mat Credit Entitlement (174.62) (179.65)

- Provision for Deferred Tax (29.78) (4.45)

Profit after Tax (A) 864.40 876.16

Amount B/F from Previous year (B) 2430.93 1638.49

Profit after Tax available for Appropriations (A B) 3295.33 2514.65

Provision for Dividend on Equity shares - 34.22

Provision for Equity Dividend Tax - 5.69

Transfer to General Reserve - 43.81

Balance carried forward to Balance sheet 3295.33 2430.93

Operations and Business Performance

Your company has recorded a turnover of Rs.13529 millions during 2011-12 registering a growth of 31.33% over the turnover of previous year.

However, Profit before tax decreased from Rs.871.25 millions to Rs.829.95 millions registering a decline of 4.74% whereas Profit after tax decreased from Rs.876.16 millions to Rs.864.40 millions registering a decline of 1.34%. The Earning Per Share also reduced to Rs.24.10 per share from Rs.29.76 per share.

Inspite of recording a better sales number during the financial year 2011-12, the rising interest cost, rise in input cost and slowdown in global economies saw pressure on the company's financials during this period. A devastating fre at one of the manufacturing facility of Dashmesh Medicare Private Limited taken on loan licence, where one of the key product was being manufactured, only worsen the already squeezing financial situation.

Consolidated Financial Performance

Your company recorded a consolidated turnover of Rs.14424.93 Millions registering a growth of 37.71% during the year. The Profit after tax in consolidated terms stood at Rs. 891.61 Millions. The Consolidated financial figures includes the respective financial figures of the Company's three subsidiaries. As required under Clause 32 of the Listing Agreements with the Stock Exchanges, audited consolidated financial statements form part of the Annual Report and the same are annexed to this Report.

Exports

The Export sales which contribute to 43.52% of the total sales, saw a strong growth during the year. The Export sales grew by 41.42% from Rs. 4163.06 millions in previous year to Rs. 5887.48 millions in the year 2011-12.

Corporate Debt Restructuring

The Company has approached the Corporate Debt Restructuring (CDR) Cell through State Bank of India in July, 2012 for restructuring of debts of the Company through CDR mechanism. The detailed information on Corporate Debt Restructuring is provided in Management Discussion and Analysis Report.

Dividend

Looking at the future fund requirements of the Company and the present economic scenario of the economy as a whole, the Company intends to plough back the Profits of this year. Consequently, the Board of the Directors of the Company have not declared any dividend on the Equity Shares of the Company for the Financial Year 2011-12.

Employee Stock Option Scheme

Members' approval to the Employee Stock Option Scheme was obtained at the Annual General Meeting held on 30th September, 2006 for introduction of the Scheme.

Employees Stock Option Scheme was approved and implemented by the Company and Options were granted to employees in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ('the SEBI Guidelines')

The Employees Stock Compensation Committee, constituted in accordance with the SEBI Guidelines, administers and monitors the Scheme. The applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2012 are annexed to the Directors Report.

Change In Capital Structure

During the year the paid up share capital of your company raised to Rs.37,94,54,700 consequent to:

Allotment of 35,00,000 equity shares upon conversion of equal number of Zero Coupon Optionally Convertible Warrants (2010 Series) at a price of Rs.82.50/- per share on preferential basis to promoter's group companies and Allotment of 2,22,400 equity shares under Employee Stock Option Plan (ESOP) 2006 to the eligible employees of the company at a price of Rs.27/- per share.

Subsidiary Companies

As on 31.03.2012 the Company had 3 Subsidiaries:

The US subsidiary of the Company viz. Ind-Swift Laboratories Inc. achieved net sales of $ 4,728,309 and recorded a net Profit of $ 326,887/-.

The Singapore Subsidiary viz Meteoric Life Sciences PTE Ltd. achieved net sales of $ 16,557,686/- and recorded a net Profit of $ 212,816.

The Dubai Subsidiary viz. Ind-Swift Middle East FZE has not started operations yet. To achieve operational efficiencies and better management, the Board of Directors of your Company has decided to transfer its investment in Iran Joint Venture to its Dubai Subsidiary. Necessary steps as per RBI guidelines have been initiated to give effect to the transaction.

Information related to performance/financials of the subsidiary companies are disclosed in the Consolidated Financial Statements. Statement pursuant to Section 212 (i) (e) of the Companies Act, 1956 forms part of the Annual Report.

Auditors

The Statutory Auditors of the Company M/s Jain & Associates, Chartered Accountants retire at the conclusion of ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office of Auditors, if reappointed. The Audit Committee and the Board of Directors recommend the appointment of M/s. Jain & Associates, as Statutory Auditors of the Company for the Financial Year 2012-13 for shareholders approval.

Cost-Audit

Pursuant to Section 233B of the Companies Act, 1956 and with the prior approval of the Central Government, the Board has appointed M/s. V. Kumar & Associates, Cost Accountants as the Cost Auditors of the Company for audit of cost accounting records of the Company for the financial year ended 31st March, 2012. Cost audit reports would be submitted to the Central Government within the prescribed time.

The Cost Audit Report for the financial year 2010-11, which was due to be fled with the Ministry of Corporate Affairs within 180 days from the close of the financial year, was fled on 29th September, 2011.

Deposits

During the year under review, your company has received overwhelming response from the public. The aggregate amount of fixed deposit as on 31st March 2012 was Rs.87.88 crores approx. (previous year Rs.58.23 crores).

Directors

In accordance with the provisions of Section 256 of the Companies Act, 1956, Dr. V.R. Mehta, Sh. K.M.S. Nambiar, and Dr. J.K. Kakkar, directors retire by rotation at the company's forthcoming annual general meeting and being eligible offer themselves for re-appointment. The Board recommends their reappointment.

Management Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Listing Fees

The Annual Listing fee for the year under review has been paid to The Stock Exchange, Mumbai, The National Stock Exchange of India Ltd. and The Luxembourg Stock Exchange.

Internal Control Systems

The Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures are in place to ensure that all transactions are authorized, recorded and reported correctly as well as to provide for adequate checks and balances.

The Internal Audit department together with independent firm of Chartered Accountants review the effectiveness and efficiency of these systems and procedures. Audits are finalized and conducted based on Internal risk assessment. Significant deviations are brought to the notice of the Audit Committee of the Board periodically and corrective measures recommended for implementation. All these steps facilitate timely detection of any irregularities and early remedial measures.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning & Outgo

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure 'A'.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules, 2011 as amended, the names and other particulars of the employees are set out in the annexure to the Director's Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report and account are being sent excluding the aforesaid information to all the members of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirement set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

Directors Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 ("the Act"), your directors confirm that:

i. In the preparation of Annual Accounts, the applicable accounting standards have been followed. There are no material departures from prescribed accounting standards.

ii. We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year 2011-12 and of Profit of the Company for that period;

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. We have prepared the annual accounts on an on going concern basis.

Human Resource

Your Company is of the firm opinion that efficiency of its employees plays a key role in achieving set goals and building a competitive work environment. The Company regularly conducts various programmes at different levels so as to ensure that a vibrant and motivated work-force leads to achievement of the defined goals. Employee relations continued to be harmonious and cordial at all levels and in all the units of the Company.

Acknowledgement

Your Directors thank all the employees for their sincere efforts, active involvement and devoted services rendered.

Your Directors thank the shareholders of the Company for the confidence reposed in the Management of the Company.

Your Directors place on record their gratitude to the Customers, Suppliers, Company's Bankers and Financial Institutions for their support and co-operation during the year under review.

On behalf of the Board of Directors

S.R. Mehta

Chairman

Chandigarh, 28th August, 2012


Mar 31, 2011

Dear Shareowners,

The Directors have great pleasures in presenting the Sixteenth Annual Report together with audited statements of accounts for the year ended 31st March, 2011

Financial Results (Rs.in million)

Particulars Year ending Year ending

31st March 2011 31st March 2010

Sales (net of excise) and other income 10312.07 7905.28

Profit before Interest, Depreciation, Tax & Amortisation 1822.44 1446.99

Less: - Interest 569.37 510.63

- Depreciation 385.16 368.00

- Impairment of Assets 24.14 50.18

- Extra Ordinary Item (Loss on Insurance claim) (30.68) (29.97)

Loss on sale of fixed assets 3.19 1.52

Profit before Tax 871.26 546.64

Less: - Provision for tax 179.65 (102.45)

- Income tax adjustment of previous years 0.45 (4.07)

- Mat Credit Entitlement (179.65) (102.45)

- Provision for Fringe Benefit Tax NIL NIL

- Provision for Deffered Tax (4.45) (37.07)

Profit after Tax (A) 876.16 579.64

Amount B/F FROM Previous year (B) 1638.49 1120.43

Profit after Tax available for Appropriations (A B) 2514.65 1700.07

Transfer to deferred tax liability - -

Provision for Dividend on Equity shares 34.22 27.85

Provision for Equity Dividend Tax 5.69 4.73

Transfer to General Reserve 43.81 28.98

Balance carried forward to Balance sheet 2430.93 1638.49

Operations and Business Performance

Your company has recorded an impressive growth by scaling newer heights and benchmarks in terms of sales and profits for the year ended 31st March, 2011. Turnover of Rs.10312.07 millions was 30.45% over Rs.7905.28 millions of the previous year. Profit before tax also increased from Rs.546.64 millions to Rs.871.26 millions registering a growth of 59.38% whereas profit after tax increased by 51.16% from Rs.579.64 millions to Rs.876.16 millions. The Earning per share increased to Rs.29.76 per share from Rs.21.45 per share..

Consolidated Financial Performance

Your company recorded a turnover of Rs.10485.25 million as compared to Rs.7922.64 millions recording a growth of 32.25% in consolidated revenue for the year. Profit After Tax achieved a growth of 58.66% at Rs.894.62 millions. As required under Clause 32 of the Listing Agreements with the Stock Exchanges, audited consolidated financial statements form part of the Annual Report and the same are annexed to this Report.

Exports

Your company has recorded strong results across the global markets. Its exports during the financial year ending 31st March, 2011 were Rs.4163.06 millions as compared to Rs.3165.66 million recorded in the previous year, recording an increase of 31.51%.

Dividend

Your Directors are pleased to recommend 10% (i.e Rs.1/- per equity share) dividend on equity shares of Rs.10/- each for the financial year 2010-11. The dividend, if approved at the ensuing annual general meeting, will be paid on or after 1st October, 2011 to those shareholders whose names appear on the register of members of the company as on the record dates viz. 22nd September, 2011. The dividend would be tax-free in the hands of the shareholders.

The total outflow on account of the equity dividend payment, including the distribution tax, is Rs.39.91 millions (previous year 32.58 million), which is approximately 4.55% of net profits after tax for the year.

The dividend pay out for the year under review has been formulated in accordance with the Company's policy to pay sustainable dividend linked to long term performance, keeping in view the Company's need for capital for its growth plans and the intent to finance such plans through internal accruals to the maximum.

Employee Stock Option Scheme

Members' approval to the Employee Stock Option Scheme was obtained at the Annual General Meeting held on 30.09.2006 for introduction of the Scheme.

Employees Stock Option Scheme was approved and implemented by the Company and Options were granted to employees in accordance with the Securities and Exchange Board of India (Employee Stock option Scheme and Employee Stock purchase Scheme) Guidelines, 1999 ('the SEBI Guidelines')

The Employees Stock Compensation Committee, Constituted in accordance with the SEBI Guidelines, administers and monitors the Scheme. The applicable disclosures as stipulated under the SEBI Guidelines as at 31st March, 2011 are annexed to the directors Report.

Capital Structure

During the year the paid up share capital of your company raised to Rs.34,22,30,700 consequent to:

Allotment of 30,00,000 equity shares upon conversion on equal no Zero Coupon Optionally convertible warrants (2009 Series) at a price of Rs.50/- per share on preferential basis to promoters group company and

Allotment of 31,85,000 equity shares upon conversion of equal no of Zero Coupon Optionally convertible warrants (2010 Series) at a price of Rs.82.50/- per share on preferential basis to promoter group and other body corporate and

Allotment of 1,85,660 equity shares under Employee Stock Option Plan (ESOP) 2006 to the eligible employee of the company at a price of Rs.27/- per shares.

Credit Rating

ICRA Limited reaffirmed its A2 to the short term fund based and non fund based working capital facilities . This rating indicates low credit risk.

ICRA Limited reaffirmed its LBBB to the long term debt facilities. This rating indicates moderate credit risk. The long term rating carries a stable outlook.

ICRA Online has assigned the Fundamental Grade '3' and a Valuation Grade 'A' to Ind-Swift Laboratories Limited (ISLL). The Fundamental Grade "3" assigned to ISLL implies that the company has "good fundamentals" relative to other listed securities in India. The Valuation Grade 'A' assigned to ISLL implies that the company is "significantly undervalued" on a relative basis ICRA Limited gave a rating of A3 signifying relatively strong fundamental and highly undervalue rating to the Company.

Subsidiaries and Joint Ventures

As on 31.03.2011 the Company had 3 Subsidiaries

The US subsidiary of the Company viz. Ind-Swift Laboratories Inc, recorded a net Profit of $ 382416.43/- as compared to Loss of $ 331493/- .

The Singapore Subsidiary Meteoric Life Sciences PTE Ltd. started business in current Financial Year 2010-11 and achieved net sales of INR 9,96,68,878/- and recorded a net profit of INR 9,71,272/- The Dubai Subsidiary viz. Ind-Swift Middle East FZE has not started operations yet. During the year in view of the operational efficiency and to reduce administrative costs and efforts the investment in Iran was transferred to the Company's Dubai Subsidiary Ind-Swift Middle East FZE. The transactional impact of the same will be reflected in the current year's Balance Sheet.

Information related to performance/financial of the subsidiary companies are disclosed in the Consolidated Financial Statements. Statement pursuant to Section 212 (i) (e) of the Companies Act, 1956 forms part of the Annual Report.

Auditors

The Statutory Auditors of the Company M/s Jain & Associates, Chartered Accountants retire at the conclusion of ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office of Auditors, if reappointed. The Audit Committee and the Board of Directors recommend the appointment of M/s. Jain & Associates, as Statutory Auditors of the Company for the Financial year 2011-12 for shareholders approval.

Cost-Audit

Pursuant to Section 233B of the Companies Act, 1956, the Central Government has prescribed cost Audit of the Company. Subject to the approval of the Central Government, the Board has appointed M/s. V. Kumar & Associates, Cost Accountants as Cost Auditors of the Company for the financial year 2010-11. The Cost Audit is under process and the company will submit the Cost Auditor's Report to the Central Government in time.

Deposits

During the year under review, your company has received overwhelming responses from the public. The aggregate amount of fixed deposit as on 31st March 2011 was Rs.58.23 crores approx (previous year Rs.57.93 crores) and there was no unclaimed deposit as on that date.

Directors

During the financial year under review, Dr. N. P. Singh was inducted as an Independent Director on the Board of the Company as per the provisions of the Companies Act 1956

In accordance with the provisions of Section 256 of the Companies Act, 1956, Sh. S. .R. Mehta, Dr. G. Munjal and Dr.H. P. S. Chawla, directors retire by rotation at the company's forthcoming annual general meeting and being eligible offer themselves for re- appointment. The Board recommends their reappointment.

Management Discussion and Analysis

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India , is presented in a separate section forming part of the Annual Report.

Listing Fees

The Annual Listing fees for the year under review has been paid to The Stock Exchange, Mumbai and The National Stock Exchange of India Ltd.

Internal Control Systems and their Adequacy

The Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures are in place to ensure that all transactions are authorized, recorded and reported

correctly as well as to provide for adequate checks and balances.

The Internal audit department together with independent firms of Chartered Accountants review the effectiveness and efficiency of these systems and procedures. Audits are finalized and conducted based on Internal risk assessment. Significant deviations are brought to the notice of the Audit Committee of the Board periodically and corrective measures recommended for implementation. All these steps facilitate timely detection of any irregularities and early remedial measures.

Conservation of Energy Research and Developments, Technology Absorption, Foreign Exchange Earning and Outgo

The particulars as prescribed by Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure 'A'.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Director's Report.

However, having regard to the provisions of Section 219(1)(b) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirement set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

Directors Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 ("the Act"), your directors confirm that:

(i) In the preparation of Annual Accounts, the applicable accounting standards have been followed. There are no material departures from prescribed accounting standards.

(ii) We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year 2010-11 and of profit of the Company for that period;

(iii) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) We have prepared the annual accounts on an on going concern basis.

Human Resource

Your Company is of the firm opinion that efficiency of its employees plays a key role in achieving set goals and building a competitive work environment. The Company regularly conducts various programmes at different levels so as to ensure that a vibrant and motivated work-force leads to achievement of the defined goals. Employee relations continued to the harmonious and cordial at all levels and in all the units of the Company.

Acknowledgement

Your Directors thank all the employees for their sincere efforts, active involvement and devoted services rendered.

Your Directors thank the shareholders of the Company for the confidence reposed in the Management of the Company.

You Directors place on record their gratitude to the Customers, Suppliers, company's Bankers and Financial Institutions for their support and cooperation during the year under review.

On behalf of the Board of Directors

S.R. Mehta

Chandigarh, 31.08.2011 Chairman


Mar 31, 2010

The Directors have great pleasures in presenting the Fifteenth Annual Report together with audited statements of accounts for the year ended 31st March, 2010

Financial Results (Rs. in million)

Particulars Year ending Year ending 31st March 2010 31st March 2009

Sales(net of excise) and other income 7835.52 5881.38

Profit before Interest, Depreciation, Tax & Amortisation 1377.24 1314.4

Less: - Interest 510.63 469.55

- Foreign Exchange fluctuating (69.75) 44.63

- Depreciation 368.82 268.83

- Impairment of Assets 50.18 25.26

- Extra Ordinary Item (Loss on Insurance claim) (29.97) 8.11

Loss on sale of fixed assets 1.52 8.99

Profit before Tax 546.64 489.29

Less: - Provision for Taxation 106.52 56.50

- Mat Credit Entitlement (102.45) -

- Provision for Fringe Benefit Tax NIL 3.08

- Provision for Deffered Tax (37.07) 31.84

Profit after Tax (A) 579.64 397.86

Amount B/F from Previous year(B) 1120.43 887.08

Profit after Tax available for Appropriations (A+B) 1700.07 1284.94

Transfer to deferred tax liability - 114.24

Provision for Dividend on Equity shares 27.85 25.97

Provision for Equity Dividend Tax 4.73 4.41

Transfer to General Reserve 28.98 19.89

Balance carried forward to Balance sheet 1638.49 1120.43



Operations and Business Performance

On a standalone basis your company has achieved a turnover of Rs 7835.52 Millions registering a growth of 33.23 % over the previous years turnover of Rs 5881.38 Millions. Profit before tax also increased from Rs489.39 millions to Rs 546.64 millions registering a growth of 11.72 % whereas profit after tax increased by 45.69 % from Rs 397.86 millions to Rs 579.64 millions. The Earning per share during the year increased to Rs 21.45 per share from Rs 15.98 per share in the previous year .

Consolidated Financial Performance

Your company recorded a turnover of Rs.7852.89 Million as compared to Rs. 5901.96 Millions recording a growth of 32.68 % in consolidated revenue for the year. Profit After Ta x achieved a growth of 39.60 % at Rs.563.86 Millions. As required under Clause 32 of the Listing Agreement with the Stock Exchanges, audited consolidated financial statements form part of the Annual Report and the same are annexed to this Report.

Exports

Exports during the year saw a significant jump as the revenue from exports during the financial year ending 31st March, 2010 increased to Rs.3165.66 millions as compared to Rs. 2166.66 million recorded in the previous financial year, recording an increase of 46.11%.

Dividend

Your Directors are pleased to recommend dividend of Re.1/- per equity share of Rs.10/- each for the financial year 2009-10. The dividend, if approved at the ensuing annual general meeting, will be paid on or after 1st October, 2010 to those shareholders whose names appear on the register of members of the company as on 20th September, 2010. The dividend would be tax-free in the hands of the shareholders.

The total outflow on account of the equity dividend payment, including the distribution tax, is Rs.32.58 millions (previous year 30.39 million), which is approximately 7.21% of net profits after tax for the year.

The dividend pay out for the year under review has been formulated in accordance with the Companys policy to pay sustainable dividend linked to long term performance, keeping in view the Companys need for capital for its growth plans and the intent to finance such plans through internal accruals to the maximum.

Employee Stock Option Scheme

Pursuant to the Provisions of the Securities and Exchange Board of India(Employee Stock option Scheme and Employee Stock purchase Scheme ) Guidelines, 1999 the details of the stock option granted by the Company as on March 31, 2010 under the ESOP scheme 2006 are set out in Annexure B forming part of this report.

Capital Structure

During the year the paid-up equity share capital of your company has been increased to Rs.278.52 Millions by issue of 25,79,460 equity shares upon conversion of equal number of Zero coupon optionally convertible warrants at a price of Rs.70/- per share on preferential basis to promoters Group Companies and issue of Share under the ESOP scheme of the Company. These equity shares have been duly listed at the Stock Exchanges.

The funds raised through the preferential allotment of shares were utilized for Derabassi Facility expansion including capital advances and Augmentation of NWC.

Subsidiaries

During the year Company incorporated two new subsidiaries one in Dubai under the name of M/s Ind-Swift Middle East FZE, UAE and Second in Singapore under the name of M/s Ind-Swift Laboratories Pte Ltd., Singapore. These subsidiaries did not commence any business during the previous financial year.

The US subsidiary " Ind-Swift Laboratories Inc " continued to expand its footprint in the US market. The total income of the Company was INR 47729330 as compared to INR 4045065 in the previous year. It however recorded a net loss of $ 331493/- as compared to Profit of $ 13783/- in last year.

The Annual Accounts and reports of the US Subsidiary along with statement pursuant to Section 212 of the Companies Act, 1956, forms a part of this annual report. The annual accounts of the two new subsidiaries incorporated in the last Financial year were not prepared and hence not enclosed.

Auditors

The Statutory Auditors of the Company M/s Jain & Associates, Chartered Accountants retire at the conclusion of ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office of Auditors, if reappointed. The Audit Committee and the Board of Directors recommend the appointment of M/s. Jain & Associates, as Statutory Auditors of the Company for the Financial year 2010-11 for shareholders approval.

Cost-Audit

Pursuant to Section 233B of the Companies Act, 1956, the Central Government has prescribed Cost Audit of the Company. Subject to the approval of the Central Government, the Board has appointed M/s. V. Kumar & Associates, Cost Accountants as Cost Auditors of the Company for the financial year 2009-10. The Cost Audit is under process and the company will submit the Cost Auditors Report to the Central Government in time.

Deposits

During the year under review, your company has received overwhelming response from the public. The aggregate amount of fixed deposit as on 31st March 2010 was Rs. 57.93 crores approx (previous year Rs.16.94 crores) and there was no unclaimed deposit as on that date.

Directors

Your directors with great grief announce the sad and untimely demise of Sh. V.K.Mehta the Managing Director of the Company on 21.03.2010. He was a great visionary and the spirit behind

the growth of the Ind-Swift Laboratories. No words can describe the amount of contribution made by him for taking your Company to this level. We pray to the almighty that may his soul rest in peace and give strength to the grieved family to bear the loss. In his place his son Mr. Rishav Mehta was appointed as director on the Board of the Company.

The untimely death of Mr. Mehta necessitated the re-constitution of the Board and accordingly Sh. N.R.Munjal again took over the charge of the Managing Director and was re-designated as Vice- Chiarman cum Managing Director, Sh. Himanshu Jain was designated as Jt. Managing Director.

Dr. S.D.Nanda and Dr. N.D.Aggarwal resigned from the Board of the Company during this period and Sh. Pradeep Kumar were inducted as Independent Director as per the provisions of the Companies Act,1956. The additional Director will hold their office up to the date of the forthcoming Annual General Meeting. The Company has received a notice under Section 257 of the Companies Act, 1956, proposing the appointment as directors of Mr. Rishav Mehta & Mr. Pardeep Kumar subject to retirement by rotation.

In accordance with the provisions of Section 256 of the Companies Act, 1956, Dr. V.R. Mehta, Mr. K.M.S. Nambiar and Dr.J.K. Kakkar, directors retire by rotation at the companys forthcoming annual general meeting and being eligible offer themselves for re-appointment. The Board recommends their reappointment.

Management Discussion and Analysis

Managements Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India , is presented in a separate section forming part of the Annual Report.

Listing Fees

The Annual Listing fees for the year under review has already paid to The Stock Exchange, Mumbai and The National Stock Exchange of India Ltd.

Conservation of Energy Research and Developments, Technology Absorption, Foreign Exchange Earning and Outgo

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Employees) Rules, 1975 are set out in the Annexure-A to the Directors Report.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies

Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors Report.

However, having regard to the provisions of Section 219(1)(b) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Internal Control Systems and Their Adequacy

The Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures are in place to ensure that all transactions are authorized, recorded and reported correctly as well as to provide for adequate checks and balances.

The Internal audit department together with independent firms of Chartered Accountants review the effectiveness and efficiency of these systems and procedures. Audits are finalized and conducted based on Internal risk assessment. Significant deviations are brought to the notice of the Audit Committee of the Board periodically and corrective measures recommended for implementation. All these steps facilitate timely detection of any irregularities and early remedial measures.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirement set out by the Securities and Exchange Board of Indias Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

Directors Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 ("the Act"), your directors confirm that:

(i) In the preparation of Annual Accounts, the applicable accounting standards have been followed. There are no material departures from prescribed accounting standards.

(ii) We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view

of the state of affairs of the Company at the end of the Financial year 2009-10 and of profit of the Company for that period;

(iii) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) We have prepared the annual accounts on an on going concern basis.

Acknowledgement

Your Directors thank all the employees for their sincere efforts, active involvement and devoted services rendered.

Your Directors thank the shareholders of the Company for the confidence reposed in the Management of the Company.

You Directors place on record their gratitude to the Customers, Suppliers, companys Bankers and Financial Institutions for their support and co-operation during the year under review.

On behalf of the Board of Directors

S.R. Mehta Chairman

Chandigarh, 25th August, 2010



 
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