Directors Report of Ind-Swift Ltd.
Mar 31, 2018
Dear Shareholders,
The Directors presents the 32nd Annual Report of the Company together with audited statement of accounts for the year ended 31st March, 2018.
FINANCIAL RESULTS
|
(Rs. In Lacs) |
||
|
Particulars |
Year ending 31-03-2018 |
Year ending 31-03-2017 |
|
Total Turnover |
28073.38 |
28088.30 |
|
Gross Profit ( Loss) |
(5337.71) |
(36337.40) |
|
Depreciation |
3463.13 |
3573.22 |
|
Provision for deferred tax |
0 |
0 |
|
Net Profit ( Loss) |
(5411.67) |
(36548.78) |
|
Balance c/f to balance sheet |
(5411.67) |
(36548.78) |
REVIEW OF BUSINESS OPERATIONS
The financial year 2017-18 continued to be tough year for the company. During financial year 2017-18, your company achieved a turnover of Rs. 28073.38 lacs against the turnover of Rs. 28088.30 Lacs during financial year 2016-17. Company suffered a loss of Rs. 5411.67 lacs during 2017-18 against loss of Rs. 36548.78 lacs in 2016-17.
CONSOLIDATED FINANCIAL PERFORMANCE
Your company recorded a consolidated turnover of Rs. 26623.90 Lacs during 2017-18 against the turnover of Rs. 26531.34 Lacs during 2016-17. in consolidated terms, the Company suffered a loss of Rs. 5068.38 Lacs against loss of Rs. 37393.41 Lacs in 2016-17. The Consolidated financial figures include the respective financial figures of the Company''s One Associate Company. As required under the provisions of the Companies Act 2013 and SEBI (LODR) Regulations, 2015, Audited Consolidated Financial Statements form part of the Annual Report and the same are annexed to this Report.
DIRECTORS
During the year under review the nomination of Mr. Brij Mohan Padha, a nominee Director was withdrawn by Punjab National Bank and consequenely he ceased to be Director w.e.f. 13/02/2018.
The current terms of Sh. S.R. Mehta, Whole Time Director & Chairman, Dr. Gopal Munjal, Managing Director cum CEO and Dr. V.R. Mehta, Joint Managing Director of the Company, are expiring on 31st March, 2019. Therefore, they are being proposed to be re-appointed for another term of 5 years in the ensuing Annual General Meeting of the Company. Further, their remuneration will also be fixed for next 3 years i.e. from 2019-20 to 2021-22.
Mr. Jagvir Singh Ahluwalia was appointed as an independent Director w.e.f. 29.08.2017 for a term of five years. An ordinary resolution is being proposed to the shareholders of the Company for regualrising his appointing as an independent Director.
Pursuant to the provisions of Section 152 of the Act, Sh. Navrattan Munjal (DiN No. 00015096) Director and Sh. Himanshu Jain (DiN No. 00014533) Director will retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.
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 Companies Act, 2013.
During the year, five Board meetings were held on 30th May 2017, 26th August, 2017, 14th September, 2017, 14th December 2017 and 13th February, 2018. The details regarding the meetings are given in the Corporate Governance Report.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including independent Directors.
The independent Directors held separate meeting on 13th February, 2018, without the presence of Non-independent Directors and the members of management and discussed, inter-alia, the performance of non- independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and Non-Executive Directors.
The Nomination and Remuneration Committee has also carried out evaluation of every Director''s performance. The performance evaluation of all the independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires.
The Directors expressed their satisfaction with the evaluation process.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a) That in the preparation of the annual financial statements for the year ended March 31, 2018; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;
c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) That the annual financial statements have been prepared on a going concern basis;
e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
in compliance with the provisions of Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (LODR) Regulations, 2015, the Company has in place a "Whistle Blower Policy" which provides an opportunity to the directors and employees to raise concerns about unethical and improper practices or any other wrongful conduct in or in relation to the company. The details of the Whistleblower Policy are stated in the Corporate Governance Report and the said Policy has been uploaded on the Company''s website www.indswiftltd.com and the web link to the same is www. indswiftltd.com/whistle-blower-policy.php.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As on March 31, 2018 the Company does not have any Subsidiary or Joint venture.
The company has M/s ind Swift Laboratories Limited as its Associate Company.
Pursuant to the first proviso to Section 129(3) of the Companies Act, 2013 and Rules 5 and 8(1) of the Companies (Accounts) Rules, 2014, the salient features of the financial statements, performance and financial position of associate is given in Form AOC - 1 enclosed as Annexure 1 to this report. The Company has framed a policy for determining material subsidiaries, which has been uploaded on the Company''s website and the web link to the same is http:// www.indswiftltd.com/material-subsidiary.php.
DIVIDEND
In view of inadequacy of profits, the Board does not recommend any Dividend for the Financial Year 2017-18.
Unpaid dividend outstanding as on 31.03.2018 is Rs. 2.93 Lakhs (Previous year Rs 5.67 Lakhs) During the Financial Year an amount of Rs. 2.74 Lakhs was transferred to central government account (investor Education and Protection fund) on account of unpaid dividend for financial year 2009-10.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to provisions of Section 124(6) of the Companies Act, 2013 (Act) read with investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the Company is required to transfer all unpaid or unclaimed dividends after the completion of 7 (seven) consecutive years to investor Education and Protection Fund (IEPF) established by the Central Government. Further, according to the rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. The Company has transferred the unclaimed and unpaid Dividends for the financial year 2009-10 to IEPF. Further, the corresponding shares will be transferred as per the requirements of IEPF rules, details of which are provided on the Company website www.indswiftltd.com.
The dividends which remain unclaimed for seven years from the date it is lying in the unpaid dividend account, will be transferred to IEPF. Shareholders who have not encashed their dividend warrants relating to the dividends specified on the website are requested to immediately send their request for issue of duplicate warrants. The details of unclaimed dividends up to the financial year ended 31.03.2011 are available on the website of the Company www.indswiftltd. com. Once unclaimed dividend is transferred to IEPF, no claim shall lie in respect thereof with the Company.
DEPOSITS
The Hon''ble Company Law Board vide its order No. CP No. 27/02/2013 dated 30/09/2013 had granted extension of time in repayment of deposits. As the Company has incurred further losses, the Company had filed a fresh Petition with Hon''ble NCLT, Chandigarh Bench for grant of further extension in repayment of the outstanding deposits.
The Hon''ble NCLT has vide its order dated 08.12.2017, disposted of the said appeal with order to repay outstanding deposits within a period of 2 months. The Company has however approached the Hon''ble National Company Law Appellate Tribunal (NCLAT), New Delhi against the said order of the Hon''ble NCLT, Chandigarh. The appeal is pending as on date. Except for the amount of deposits for which the Company is in appeal.
RELATED PARTY TRANSACTIONS
All related party transactions entered into during the financial year were on an arm''s length basis and in the ordinary course of business. No related party transaction was in conflict with the interest of the Company. No materially significant related party transaction was made by the Company with the Key Managerial Personnel. As prescribed by Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of related party transactions are given in Form AOC-2, as "Annexure 2" to this Report. The policy on Related Party Transactions as approved by the Board has been uploaded on the Company''s website www.indswiftltd.com
COMPANY SECRETARY & COMPLIANCE OFFICER
Mr. Amrender Kumar Yadav joined as the Company Secretary & Compliance Officer of the Company w.e.f. 02.08.2018 in place of Ms. Simrat Kaur who resigned from the post w.e.f. 14.07.2018.
RISK MANAGEMENT
Even though the provision of Regulation 21 of the SEBI (LODR) Regulations, 2015 regarding constitution of Risk Management Committee are not applicable on the Company, the Board has constituted a Risk Management Committee. The details of the Committee and its terms of reference are set out in the Corporate Governance Report.
CHANGES IN CAPITAL STRUCTURE AND LISTING OF SHARES
During the year under review, there was no change in the Authorized Share Capital and Paid-Up Share Capital of the Company.
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.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (2) (e) of the SEBI (LODR) Regulations, 2015, is presented in a separate section forming part of the Annual Report
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Pursuant to the provisions of Section 134(3)(g) of the Companies Act, 2013 (Act), particulars of loans/guarantees/ investments/securities given under Section 186 of the Act are given in the notes to the Financial Statements forming part of the Annual Report.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 92 (3) of the Companies Act, 2013, extract of the Annual Return in Form MGT-9 is given in "Annexure 3" to this Report.
NOMINATION AND REMUNERATION POLICY
The Company has a Nomination and Remuneration Policy. in compliance with the provisions of Sections 134(3)(e) and 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule ii of the SEBI (LODR) Regulations, 2015, the Nomination & Remuneration Committee:
i) Has formulated criteria for determining qualifications, positive attributes and independence of a director and recommends to the Board, Policy relating to remuneration for directors, KMP and other employees;
ii) Has formulated the evaluation criteria for performance evaluation of independent directors and the Board;
iii) Has devised a policy on Board diversity.
iv) Identifies persons who are qualified to become directors or may be appointed in Senior Management in accordance with criteria laid down and recommend to the Board their appointment and removal;
v) Recommends to the Board whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not applicable to your Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in "Annexure 4".
AUDIT COMMITTEE
The functions performed by the Audit Committee and the particulars of meetings held and attendance thereat are given in the Corporate Governance Report.
STATUTORY AUDITORS
Pursuant to the provisions of Sections 139 of the Companies Act, 2013 and the rules framed thereunder, the Company in its Annual General Meeting held on 26th day of September, 2017 has appointed M/s Jain & Associates, Chartered Accountes (Firm Reg. No. 001361N) as the Statutory Auditors of the Company for a period of Five Consecutive years from the conclusion of the 31st Annual General Meeting of the Company till the conclusion of the 36th Annual General Meeting of the Company to be held in the year 2022.
Under Section 139(1) of the Companies Act, 2013 and the rules made there under, earlier it was mandatory to place the matter related to ratification of appointment of Statutory Auditors in every Annual General Meeting of the Company. But now, after the changes in Companies (Audit and Auditors) Amendment Rules, 2018 such proviso has been omitted w.e.f 7th May, 2018. Accordingly, no item has been taken for the ratification of appointment of Statutory Auditors of the Company.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS IN THEIR REPORT.
Regarding observations/ qualifications made by the Auditors, the Directors have to state as under:-
1. In view of Financial crisis being faced by the Company,
Company is finding difficulties in making payment of dues to the banks/ financial institutions. Hence, accounts pertaining to Cash Credit (CC), Term Loans (TL), Working Capital Term Loans (WCTL), Funded interest Term Loans (FITL) with the banks have been declared as NPAs by respective banks due to non- payment of dues on time. Some of the banks have not charged interest on CC, TL, WCTL & FITL accounts post such accounts becoming NPAs. The accrued liability on account of the same amounting to Rs. 153.63 Crore. (Previous Year 134.76 Crore) has not been provided in the books of accounts.
2. Interest accrued on fixed deposit during the year for Rs 227.99 Lacs has not been provided in accounts as the same is payable to fixed deposit holders at the time of maturity of fixed deposits as per the scheme approved by Company Law Board as mentioned above.
3. The impairment study is still an ongoing process and no estimation is possible at this stage.
COST-AUDITORS AND THEIR REPORT
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, 2019.
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, 2019.
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 2016-17 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, 2018 will be filed within the prescribed period.
it is further to declare that Company has maintained all the cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013.
INTERNAL COMPLAINTS COMMITTEE
The Company has complied with all the provisions relating to the constitution of internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013.
SECRETARIAL AUDITORS AND THEIR REPORT
Mr.Vishal Arora, Practising Company Secretary was appointed as Secretarial Auditor of the Company for the financial year 2017-18 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as "Annexure 5" and forms part of this report. There are no qualifications or observations or other remarks of the Secretarial Auditors in the Report issued by them for the financial year 2017-18 which call for any explanation from the Board of Directors.
CORPORATE GOVERNANCE
A Report on Corporate Governance forms a part of this Report. The Auditors'' certificate certifying compliance with the conditions of Corporate Governance under Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 is annexed as "Annexure 6" to this Report.
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 is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" the Company has constituted "internal Complaints Committee" for prevention of sexual harassment of its women employees. During the year, the Committee has not received any complaint related to Sexual harassment.
PARTICULARS OF EMPLOYEES
Particulars of remuneration of employees required to be furnished pursuant to the provisions of Section 197 (12) of the Companies Act, 2013 (Act), read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as "Annexure 7" to this Report. Particulars of remuneration of employees required to be furnished in terms of Rules 5(2) and 5(3) of the said Rules, forms part of this Report, which shall be provided to Members upon written request pursuant to the second proviso of Rule 5. Particulars of remuneration of employees are available for inspection by Members at the registered office of the Company during business hours on all working days up to the date of the forthcoming AGM.
ACKNOWLEDGEMENT
Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Bankers and Government Authorities and also thanks the Shareholders for the confidence reposed by them in the Company and Look forward to their valuable support for the future plans of the Company. Directors also thank its Distributors, agents, stockiest, retail traders, medical professionals, employees and customers for their continued patronage of the company products.
On behalf of the Board of Directors
Place: Chandigarh S R Mehta
Date: 14.08.2018 Chairman
Mar 31, 2015
Dear Members,
The Directors presents the 29th Annual Report of the Company together
with audited statement of accounts for the year ended 31st March, 2015.
FINANCIAL RESULTS
(Rs. In Lacs)
Particulars Year ending Year ending
31-03-2015 31-03-2014
Total Turnover & other income 41903.32 58260.08
Gross Profit (Loss) befor
interest & Deprection (6806.77) (2131.70)
Interest 3992.57 7675.57
Depreciation 3936.33 2626.44
Provision for tax 0.00 0.00
Mat Credit Entitlement 0.00 0.00
Provision for deferred tax (222.91) (877.38)
Net Profit / Loss after tax (14512.76) (11556.33)
Appropiations
Balance c/f to balance sheet (14512.76) (11556.33)
REVIEW OF BUSINESS OPERATIONS
The financial year 2014-15 continued to be tough year for the company.
During financial year 2014-15, The company achieved a turnover of Rs.
41903.32 lacs against the turnover of Rs. 58260.08 Lacs during
financial year 2013-14. Company suffered a loss of Rs. 14512.76 lacs
during 2014-15 against loss of Rs.11556.33 lacs in 2013-14.
Global Business Unit (GBU)
The Ace unit of Ind Swift Limited was created in the year 2005 with an
aim to globalize the Ind Swift brand for finished dosage forms. GBU
has to leap into an expansion mode within a short time frame to be able
to cater to the demands of the customers across the target markets and
started expanding its capacities in line with the customer demands.
The products from GBU are now available in more than 35 countries
across the world. The product selection for the various markets is
based on the patent expiries in the developed countries and the high
growth therapeutic segments like Cardiology, Diabetology,
Osteoarthritis etc in the emerging markets. The biggest achievement of
this year has been Re- Accreditation by MHRA ( UK) which will help in
expanding further business in UK & Europe
With the increasing regulatory demands from across the globe, GBU is
geared up to handle all kinds of queries from the Ministry of Health of
different countries and has about 450 products registered globally. 20
New Product registrations filed from GBU got registered this year and
another 25 Product dossiers are at advanced stage of approval, with
another about 400 in the pipeline. Each product registration in a
country gives a thrust to our business. GBU today partners with the
leading generic players in all 35 represented countries. The commitment
to Supply chain excellence, cost competitiveness and a Total Quality
Management program which is driven by systems has allowed GBU to be
recalled as a 'Supplier of Choice' on all occasions. Continued repeat
orders from our existing clients including some of the biggest name in
Pharmaceutical World market speaks about Total Quality Management
System adopted at GBU.
GBU has started marketing its products under its brand in more than 10
countries. Parallelly GBU is developing /Registering new molecules,
which are going off patent 2017 onwards. The R&D arm of GBU has also
become successful in Joint Development projects with five business plan
already in place. These projects would give significant improvement in
the bottom line along with assurance of business in future.
Domestic Business
During the year under review, the Domestic formulation business has
contributed around 89% of total sales of the company. Domestic sales
have gone up by more than 6% compared to last fiscal year and growing
steadily. The financial mismatch due to prevailing negativity in the
market has adversely affected the domestic sales of the company. To
overcome all these factors, we have outsourced marketing for our
generics healthcare brands, which has given tremendous boost to our
healthcare products. We have also out-licensed few of our products for
domestic market and we are confident that we will have improvement in
top line & bottom line (EBIDTA) during the current year 2015-16. Our
top 10 products have contributed around 17% of total sales during the
year 2014-15. We are planning to add around ten new products in the
fields of Gastroenterology, Dermatology, Anti-Infective segment which
will give us boost in product mix and will give additional EBIDTA in
coming times.
Research & Development
The Company has a spawning Research & Development facilities offered by
its state-of-art drug formulations, chemical research & analytical
development centre, equipped with the latest equipments needed for
combinational synthesis, ultramodern HPLC and GC systems.
MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF
THE REPORT
As the Company's accumulated losses as at March 31, 2015 had resulted
into erosion of its peak net worth during the immediately preceding
four financial years (as computed as per the provisions of Sick
Industrial Companies (Special Provisions) Act, 1985) ("SICA"). The
Company had made necessary reference to the Board for Industrial and
Financial Reconstruction (BIFR) pursuant to the provisions of SICA.
DIRECTORS
Sh. Jagannadhan Thunuguntla and Sh. K.M.S. Nambiar Resigned from the
Board w.e.f. 22nd October 2014 and 19th November, 2014 respectively.
The Board places on record its appreciation to the contributions made
by them during their tenure as Director.
Prof. A.D.Ahluwalia, Mrs. Veena Dadwal and Mr. Ashok Gupta have been
appointed as a Additional Director by the Board of Directors of the
company w.e.f. 31-03-2015 and holds the office till conclusion of
forthcoming Annual General Meeting. It is proposed to appoint them as
Independent Directors of the company.
Sh. Himanshu Jain, Director is retiring by rotation at the ensuing
Annual General Meeting and being eligible offer himself for re-
appointment..
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013
the Board hereby submit as follows:-
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had 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 and of the profit and loss
of the company for that period;
(c) the directors had 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;
(d) the directors had prepared the annual accounts on a going concern
basis; and
(e) the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6)
of the Companies Act, 2013 so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules.
BOARD EVALUATION MECHANISM
Criterions have been formulated for formal evaluation of the individual
directors, Board as a whole and various sub-committees. The directors
evaluated performance of other directors (excepting themselves), the
Board as a whole and its' various sub - committees and provided their
feedback to the Nomination & Remuneration Committee. The Nomination &
Remuneration Committee after reviewing the feedback received from
directors provided its' recommendation to the Board for final
evaluation.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Company has adopted a Vigil Mechanism and Whistle Blower Policy to
provide for conducting the affairs of the company in a fair and
transparent manner and providing a framework to promote responsible and
secure reporting of undesirable activities ("whistle blowing").
Through this Policy, the Company seeks to provide a mechanism to all
the employees, or directors of the Company ("whistleblower") to
disclose any misconduct, malpractice, unethical and improper practice
taking place in the Company for appropriate action and reporting,
without any fear of any kind of discrimination, harassment,
victimization or any other unfair treatment or employment practice
being adopted against the whistleblower. The Company has also provided
direct access to the chairman of the Audit Committee on reporting
issues concerning the interests of co employees and the Company.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The details regarding Subsidiary, Joint venture and Associate Companies
are given as per Form AOC-1 attached to this report. DIVIDEND
The Board of Directors of the Company has decided not to declare any
dividend on Equity or Preference Shares.
UNCLAIMED DIVIDEND
During the year, an amount of Rs. 457563 was transferred to central
government account Investor Education and Protection fund account of
The Central Government on account of unpaid dividend for financial year
2006-07.
The details of deposits during the year under review are furnished
hereunder
1 Amount of Deposits at the beginning of
Financial Year 2014-15 Rs.438,371,156
2 Amount of deposits accepted or
renewed during year NIL
3. Amount of deposit repaid during the year Rs. 30,132,066
4. Amount of deposits outstanding at
the end of year Rs. 408,239,090
The company had approached Company Law Board, New Delhi for seeking
extension of time for repayment of deposits. The Company Law Board has
sanctioned the re-payment scheme and passed its orders on the matter on
dated 30-09-2013.
RISK MANAGEMENT
During the year under review, a Risk Management Committee was formed to
assist the Board in discharging its responsibilities towards management
of material business risk (material business risks includes but not
limited to operational, financial, sustainability, compliance,
strategic, ethical, product quality, human resource, industry,
legislative or regulatory and market related risks) including
monitoring and reviewing of the risk management plan / policies in
accordance with the provisions of clause 49 of the Listing Agreements.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013
In accordance with requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company
has in place an Anti Harassment policy. There was no complaint received
from any employee during the financial year 2014-15 and hence no
complaint is outstanding as on 31st March, 2015.
CHANGES IN SHARE CAPITAL
During the year under review, there was no change in either the
Authorized or Paid up share capital of the company. The company has not
issued any Employee Stock Option Plans (ESOP)
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Clause 49 of the Listing Agreement, the
Management's Discussion and Analysis Report for the year under review
is given in a separate section forming part of this Annual Report.
CASH FLOW ANALYSIS
Pursuant to the provisions of Clause 32 of the Listing Agreement, the
Cash Flow Statement for the year ended on 31st March, 2015 has been
provided with the Financial Statements.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology
absorption, Foreign exchange Earnings and outgo as required under
Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 is attached as per annexure I to
this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013
The particulars of Loans, guarantees or investments made under Section
186 are provided in Form AOC-2 attached to this report as well as in
the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of Contracts or Arrangements made with related parties
made pursuant to Section 186 are provided in the financial statements
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS IN THEIR REPORT.
Regarding observations/ qualifications made by the Auditors, the
Directors have to state as under:-
1. No provision of trade receivable which are outstanding for a period
of more than 3 years have been made in accounts as the Company is
hopeful of recovery of the same through constant follow up or by legal
process as the management is contemplating to initiate legal action
against such debtors. However the management will review the position
and will make suitable provision in accounts in the next years wherever
the trade receivable are found to be non recoverable.
2. In view of the financial crises the Company is finding difficulties
in making payment of dues to bank/financial institutions i.e. interest
and installment in terms of CDR package approved by CDR EG vide its
letter dated 27.12.2012. Due to non-payment of dues on time, some
bankers/ financial institutions have declared loan accounts of the
Company as NPA's and accordingly they have not charged interest on
these accounts. In the absence of availability of exact amount of
interest payable, the provision on account of the same has not been
made in accounts.
3. The Company is in process of getting an impairment study done in
respect of units where the activities are suspended. The financial
impact of the impairment loss, if any, will be accounted for at the
material time after the completion of impairment study.
4. Due to severe liquidity crunch some statutory liabilities could not
be paid in time. However the Company is taking reasonable steps to
clear the statutory dues at the earliest.
EXTRACT OF ANNUAL RETURN
The extracts of Annual Return in Form MGT-9 for the Financial Year
2014-15 has been enclosed with this report as per Annexure III to this
report.
NUMBER OF BOARD MEETINGS HELD:
The details regarding number of Board meetings held during the year
have been provided in the Corporate Governance Report.
APPOINTMENT & REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration
committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
STATUTORY AUDITORS
The Statutory Auditors of the Company M/s J.K.Jain & Associates,
Chartered Accountants (Regd. No.004025N) were appointed for a period of
three years i.e. from the conclusion of 28th AGM till the conclusion of
31st AGM and as per terms of Section 139 of The Companies
Act,2013, They seek ratification of their appointment for current
Financial Year from the shareholders. They have confirmed their
eligibility and willingness to accept the office of Auditors, if
reappointed for the year 2015-16. The Audit Committee and the Board of
Directors recommend the appointment of M/s J.K. Jain & Associates as
Statutory Auditors of the Company for the financial year 2015-16 for
shareholders approval.
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, 2016.
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, 2016.
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 2013-14 issued by M/s V. Kumar and Associates, Cost Auditors, was
filed with Ministry of Corporate Affairs on 29th September, 2014. The
Cost Audit Reports for the financial year ended March 31, 2015 will be
filed within the prescribed period.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made there under, the Company has appointed M/s Arora &
Gujral, Practicing Company Secretaries, Chandigarh to undertake the
Secretarial Audit of the Company. The Secretarial Audit Report in
prescribed format MR.-3 given by aforesaid Secretarial Auditors is
annexed to this Board Report as Annexure IV and forms an integral part
of this report.
The Secretarial Auditor has neither qualified the Secretarial Audit
Report nor given any adverse remark for which explanation may be
required to be given in the Director's Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance. At Ind-Swift Limited, it is imperative that our Company
affairs are managed in a fair and transparent manner. We Comply with
the Securities and Exchange Board of India (SEBI)'s Guidelines on
Corporate Governance. A Detailed Report on Corporate Governance is
annexed herewith and forms part of this Report.
DETAILS REGARDING ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO FINANCIAL STATEMENTS
The company is maintaining adequate internal financial controls with
reference to the financial statements. A well established policies and
procedures for internal control of operations and activities are
maintained, and these are continually reviewed for effectiveness. The
Internal Control System is supported by qualified personnel and a
continuous program of internal audit. The Prime Objective of such audit
is to test the adequacy and effectiveness of all internal control
systems laid down by the management and to suggest improvements. The
Company encourages and recognizes improvements in work practices. The
Internal Control System of the Company is also reviewed by the Audit
Committee Periodically.
LISTING
The shares of the Company are listed at following Stock Exchanges:
1. Bombay Stock Exchange Limited
2. National Stock Exchange of India Limited
The Shares of the Company are being traded in Compulsory Dematerialized
form. The Company has ensured Connectivity with both the depositories
i.e. NSDL and CDSL.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197 read with Rule, 5 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the names and other particulars of the employees are set out as
per Annexure II to this report.
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 has been making constant endeavor to attract
and retain the best talent. The Company invests in the Training and
Development needs of its employees through Tailor made Programs and
extensive workshops. Focused initiatives were undertaken to improve HR
Process tools and techniques.
ACKNOWLEDGEMENT
Your Directors would like to express their grateful appreciation for
the assistance and co-operation received from the Bankers and
Government Authorities and also thanks the Shareholders for the
confidence reposed by them in the Company and Look forward to their
valuable support for the future plans of the Company. Directors also
thank its Distributors, agents, stockiest, retail traders, medical
professionals, employees and customers for their continued patronage of
the company products.
On behalf of the Board of Directors
Chairman
Place: Chandigarh
Date: 10.08.2015
Mar 31, 2014
Dear Members,
The Board of Directors of the Company presents the 28th Annual Report
of the Company for the year ended on 31st March 2014 together with the
audited accounts of the Company for the year ended on 31st March 2014
Financial Results
The Financial performance of the Company for the year ended on 31st
March, 2014 is summarized as below:
(Rs. in lacs)
Particulars from 1st April 2013 from 1st July 2012
to 31st March 2014 to 31st March 2013
(9 Months)
Sales and other income 58260.08 39946.60
Profit before interest
and depreciation -2131.70 -1604.91
Interest 7675.57 8641.10
Depreciation 2626.44 1848.21
Profit before tax -12433.71 -12094.22
Provision for tax 0 0.00
Mat Credit Entitlement 0 0.00
Provision for deferred tax -877.38 -965.43
Profit after tax available
for appropriation -11556.33 -11128.79
Appropriations
Balance Transfer to balance
sheet -11556.33 -11128.79
Balance B/F from earlier
years 1915.78 13044.57
Profits C/F to Balance Sheet -9640.55 1915.78
Performance Review
The year under review was toughest in the history of the company. The
net income for the year was Rs. 582. 60 crores. Net loss of the
company was Rs. 115.56 crores. As previous year consisted of period of
nine months only, hence the current year figures are not comparable.
Dividend
The Board of Directors of the company has decided not to declare any
dividend on Equity or Preference shares.
Unclaimed Dividend
The Company has deposited the unclaimed/unpaid dividend for the year
2005-06 into Investor Education and Protection fund U/s 205-C of the
Companies Act, 1956.
Share Capital
During the year 4168571 equity shares were issued to the promoters
under CDR scheme. Consequently, the equity share Capital of the Company
now consist of 50346741 shares of Rs. 2/- each fully paid up.
Global Business Unit (GBU)
The products from GBU are now available in more than 30 countries
across the world . The product selection for the various markets is
based on the patent expiries in the developed countries and the high
growth therapeutic segments like Cardiology, Diabetology,
Osteoarthritis etc in the emerging markets. With the increasing
regulatory demands from across the globe, GBU is geared up to handle
all kinds of queries from the Ministry of Health of different countries
and has about 450 products registered globally with another about 500
in the pipeline. Each product registration in a country gives a thrust
to our business.
GBU today partners with the leading generic players in all the
countries. The commitment to Supply chain excellence, cost
competitiveness and a Total Quality Management program which is driven
by systems has allowed GBU to be recalled as a ''Supplier of Choice'' on
all occasions.
A cohesive team has allowed GBU to move ahead in its path at an
unimaginable pace. GBU has started marketing its products under its
brand in many countries. GBU is developing and Registring new
molecules, which are going off patent 2017 onwards. The R&D arm of GBU
has also become successful in Joint Development projects with five
business plans already in place. These projects would give significant
improvement in the bottom line along with assurance of business in
future. Tough and Rough market and regulatory environment are not a
deterrent for GBU but a challenge to overcome and create a sustainable
niche.
Domestic Business
At Ind Swift, Domestic formulations sales have shown rapid growth,
contributing 68.8 % to our total revenue of Rs. 565 crores and Exports
also hold a share of 31.2% in 2013-14. Domestic sales have grown by
23.4% over last year. Our market share has grown by 8.96% in March
2014. The top 10 brands of the Company have contributed 22.7 % of the
sales in 2013-14. Though we all know the financial distress through
which the company is sailing through, but we have not lost hope and are
continuing to strive with all enthusiasm and positively. And we hope to
recuperate our position among top 50 Pharma companies of India very
soon.
We have already established our field force and offices in countries
like Russia, Cambodia, Vietnam, Dubai & Mauritius for export and
already have plans for 2014-15 to launch our field force in four other
countries. We have already tied up with the World''s leading
pharmaceutical companies for contract manufacturing. We have already
filed 2000 Dossiers in various countries of Europe, Latin America,
Africa and Middle East are in the waiting for approval in the next
coming 2-3 years. Only 259 Dossiers have been approved so far and has
given 50% YoY growth. The Company has aggressive forwardly integrated
plans for growth and exploring new opportunities. We are working on 10
new molecules with market size worth US$ 6 Billion
Research and Development
The Company has a spawning Research & Development facilities offered by
its state-of-art drug formulations, chemical research & analytical
development centre, equipped with the latest equipments needed for
combinational synthesis, ultramodern HPLC and GC systems.
Directors
Dr. H.P.S. Chawla and Mr. R.K.Ummat resigned from the Board w.e.f.
01/11/2013 and 01/03/2014 respectively. The Board places on record its
appreciation to the contributions made by them during their tenure as
Director.
Dr. V.K.Arora and Mr. J. Thunuguntala were appointed as Additional
Director by the Board of Directors of the company and they holds the
office till conclusion of forthcoming Annual General Meeting. It is
proposed to appoint both of them as independent Directors of the
Company.
Pursuant to section 152 of the Companies Act, 2013 Mr. N.R. Munjal
retires by rotation at the ensuing Annual General meeting and being
eligible, offer himself for re-appointment.
Pursuant to section 149 of the Companies Act, 2013, the Board propose
to appoint Mr. K.M.S. Nambiar, Dr. R.S. Bedi, Mr. S.P. Sharma,
existing independent Directors as Non-Executive Independent Directors
of the Comapny for a term of five consecustive year w.e.f. 1st April
2014 to 31st March , 2019, subject to the approval of members at the
ensuing Annual Gerneral meeting of the Company. These independent
Directors shall not liable to retire by rotation.
The brief resume and other details of these directors seeking
re-appointment as required under clause 49 of the listing agreement are
provided in the notice of the AGM and forms part of this Annual Report.
Managment Disscussion & Analysis
A details Managment Disscussion & Analysis forms part of this Annual
Report, which is given in separtely elsewhere in the Report.
Director''s Responsibility Statement
Pursuant to the requirements under section 217(2AA) of the Companies
Act, 1956 with respect to director''s responsibility statement, your
directors confirm
1. That in the preparation of the accounts for the year ended 31st
March 2014, the applicable accounting standards have been followed
along with proper explanation to material departure, if any;
2. That the directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 and of the
net profit or loss of the company for the year under review;
3. That the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of companies Act 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities; and
4. That the directors have prepared the accounts for the year ended
31st march 2014, on going concern basis.
Auditors & Audit Report
M/s J. K. Jain & Associates, Chartered Accountants, Chandigarh,
statutory auditors of the Company retire at the conclusion of the
forthcoming Annual General Meeting and being eligible offer themselves
for re-appointment.
The Company has received letters from them to the effect that their
re-appointment, if made, would be within the prescribed limits under
Section 141(3)(g) of the Companies Act, 2013 and that they are not
disqualified for re-appointment. Audit Committee and Board recommend
their re-appointment. The Auditor''s Report is self-explanatory and does
not require any explanation by the Board.
Cost Audit
The Company has re-appointed M/s V Kumar & Associates, Cost Accountants
as Cost Auditors to conduct Cost Audit of the company for the year
2014-15.
Pursuant to rule 5 of Companies (Cost Audit Report) rules 2011, Cost
Audit Report for the period ended 31st March, 2013 was filed with
central Goverment on 29th September, 2013 in the XBRL mode.
Energy, Technology and Foreign Exchange
Information required under section 217(1)(e) of the companies Act 1956,
read with Companies (Disclosure of Particulars in the report of
Directors) Rules, 1988 with respect to conservation of energy,
technology absorption and foreign exchange earnings and outgo is
annexed and forms a part of this report.
Personnel
The information under section 217(2A) of The Companies Act, 1956 is
enclosed as per Annexure ''B''. The employer - employee''s relations
remained cordial throughout the year at all locations
Fixed Deposits
The aggregate amount of fixed deposits as on 31st March, 2014 was
Rs.43.84 crores (Previous Year Rs. 57.62 crores ).
The company had approached Company Law Board, New Delhi for seeking
extension of time for the repayment of deposits. The CLB has sanctioned
the repayment scheme and passed its order on the matter on dated
30-9-2013.
Listing
The shares of the Company are listed at following Stock Exchanges:
1. Bombay Stock Exchange Limited
2. National Stock Exchange of India Limited
The listing fee for the concerned year has been paid to the respective
Stock Exchanges.
Depository System
The shares of the Company are being traded in compulsory de-
materialized form. The Company has ensured connectivity with both the
depositories i.e. NSDL and CDSL.
Corporate Governance
A detailed report on Corporate Governance is annexed herewith and forms
a part of this Report. The Auditors Certificate certifying the
compliance with the conditions of the Corporate Governace under clause
49 of the listing agreement is also annexed to this report.
Acknowledgment
Yours directors would like to express their grateful appreciation for
the assistance and co-operation received from the Bankers and
government authorities and also thanks the shareholders for the
confidence reposed by them in the Company and look forward to their
valuable support for the future plans of the Company. Directors also
thank its distributors, agents, stockiest, retail traders, medical
professionals, employees and customers for their continued patronage of
the company products.
On behalf of the Board of Directors
Place : Chandigarh
Date : 12.08.2014 Chairman
Mar 31, 2013
Dear Members,
The Board of Directors of the Company presents the 27th Annual Report
of the Company for the period of nine months ended on 31st March 2013
Financial Results
The Financial performance of the Company for the period ended on 31st
March, 2013 is summarized as below:
(Rs. in lacs)
Particulars From 1st From 1st
July 2012 April 2011
to 31st to 30th
March 2013 June 2012
(9 Months ) (15 Months)
Sales and other income 39946.60 161978.84
Profit before interest and -1604.91 12036.57
depreciation
Interest 8641.10 12096.70
Depreciation 1848.21 2324.93
Profit before tax -12094.22 -2385.06
Provision for deferred tax -965.43 -283.54
Profit after tax available for -11128.79 -2101.52
appropriation
Appropriations
Balance Transfer, to balance sheet -11128.79 -2101.52
Balance b/f from earlier years 13044.57 15146.09
Profit c/f to balance sheet 1915.78 13044.57
Performance Review
As informed in the previous report, the company had extended its
previous Financial year to 15 months i.e. from 1st April 2011 to 30th
June 2012 in order to reflect the consolidated financial statements of
merged entities in view of proposed merger of Essix Biosciences Ltd and
Dashmesh Medicare Pvt. Ltd. with the company. However, the Board of
Directors have decided to conclude the current financial year on 31st
March 2013 .Hence the present financial statements are for the period
of nine months i.e. from 1st July 2012 to 31st March 2013.
Corporate Debt-Restructuring
The year under review was the toughest in the history of the company.
The proposal for restructuring of debts under Corporate Debt
Restructuring [CDR] mechanism was approved by the CDR Empowered Group
on December 27, 2012. The Master Restructuring Agreement (MRA) was
signed with the lenders participating in the CDR package on March 28,
2013. The CDR package envisages restructuring of existing outstanding
Term Loan and Working Capital facilities ( excluding ECB/FCTL Loans),
repayment morotorium and revision in rate of interests. In terms of
package, the promoters have infused an amount of Rs. 7.29 Crores
towards the equity share capital of the company in first tranche.
Entire shareholding of Promoters Group has been pledged in favour of
the security trustees to secure the credit facilities and Joint Charge
has been created in favour of lenders covered under CDR package.
Dividend
The Board of Directors of the company has decided not to declare any
dividend on Equity or Preference shares.
Unclaimed Dividend
The Company has deposited the unclaimed/unpaid dividend for the year
2004-2005 into Investor Education and Protection fund U/s 205-C of the
Companies Act, 1956.
Global Business Unit (GBU)
The Global Business Unit (GBU) was created in the year 2005 with an aim
to globalize the Ind Swift brand for finished dosage forms. The
manufacturing site catering to the demand of the developed international
markets was commissioned in 2006. GBU achieved a major milestone by
receiving two major regulatory approvals, one from MHRA, UK and the
other from TGA, Australia within a record time. The approvals opened the
gates for GBU to become a key supplier of products to the countries of
EU, Australia, Canada, Singapore etc. GBU today partners with the
leading generic players in all the countries. The focus of GBU for the
prospective years is clear and the ground has already been laid. Leading
generic companies have initiated Co-Development activities with GBU for
regulated markets like EU and Canada.GBU has also started active
marketing of our product range in various countries like Kenya, Uganda,
Tanzania, Myanmar and Sri Lanka. With brands of GBU now in active
promotion, the medical fraternity in these countries have now started
recognizing Ind Swift as a brand from India known for its Quality and
Efficacy wherever it operates. GBU's manufacturing facility has received
further GMP approvals in this year from Malawi, Zimbabwe and Kenya and
the GMP application has been filed for accreditation from Ukraine and
MCC, South Africa. New countries where commercial supplies started are
Algeria, Uzbekistan, Mauritius and Nepal. The markets lined up for
future growth activities are GCC, MENA, Russia, Brazil, Africa and CIS
countries
Domestic Business
The company started its operations in the year 1986 with a mission of
winning both domestic & global markets. The company, both structurally
and functionally could reaffirm its presence in the domestic markets
all over the country It has a presence of around 1000 committed
marketing field force, 5 Lakh retailers, 3200 stockists and more than
50 C&F catering to customers throughout the length and breadth of
country. The Company is marketing its products through various
divisions like Mega, Cardio, Q-Den, Gyno, Generic, Oncrit, Q-Cos,
Institutions etc., has a portfolio of more than 750 pharma products
with strong presence in high growth therapeutic segments like
Cardiology, Anti-depressant, Anti-allergic, Anti-infective, Neurology,
Oncology etc. The Company believes, in line with global heath-care
requirement, that constant quality healthcare services are need of the
hour and as such focuses on Herbal, Nutraceutical & OTC Division,
besides Dermatology, Cosmetology & ICU / Cancer. We have already
established firm foots in the domestic markets and also stabilized its
marketing activities locating in & operating from Mumbai. Although at
present, the company is facing toughest time in its history and the
current market situation is little volatile due to various reasons, but
we are confident of having excellent branding value as returns &
dividends for its efforts and as such to have a bright future in the
years ahead.
Research and Development
The Company has a spawning Research & Development facilities offered by
its state-of-art drug formulations, chemical research & analytical
development centre, equipped with the latest equipments needed for
combinational synthesis, ultramodern HPLC and GC systems.
Directors
The IFCI has withdrawn the nomination of Sh. Atul Saxena, from the
Board of Directors of the company w.e.f. 19th February, 2013. Dr Surya
Kant Mathur Resigned from the Board w.e.f. 11th June, 2013. The Board
places on record its appreciation to the contributions made by them
during their tenure as Director
Sh. R.K. Ummat has been appointed as Additional Director by the Board
of Directors of the company w.e.f. 31st March, 2013 and he holds the
office till conclusion of forthcoming Annual General Meeting. The
Punjab National Bank has nominated Sh. J.K. Gupta as its nominee on the
Board of Directors of the Company w.e.f. 4th June, 2013.
Mr. N.R. Munjal, Mr. Himanshu Jain, and Mr. Rishav Mehta, Directors are
retiring by rotation at the Annual General Meeting and being eligible
offer themselves for re-appointment.
Director's Responsibility Statement
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956 with respect to director's responsibility statement, your
directors confirm
1. That in the preparation of the accounts for the period ended 31st
March 2013, the applicable accounting standards have been followed
along with proper explanation to material departure, if any;
2. That the directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 and of the
net profit or loss of the company for the year under review;
3. That the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of companies Act 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities; and
4. That the directors have prepared the accounts for the period ended
31st march 2013, on going concern basis.
Auditors
M/s J. K. Jain & Associates, Chartered Accountants, Chandigarh,
statutory auditors of the Company retire at the conclusion of the
forthcoming Annual General Meeting and being eligible offer themselves
for re-appointment.
The Auditor's Report is self-explanatory and does not require any
explanation by the Board.
Cost Audit
Pursuant to the provisions of section 233B of the Companies Act, 1956
M/s V Kumar & Associates, Cost Accountants has been re- appointed as
Cost Auditors to conduct Cost Audit of the company for the year
2013-14. The Cost Audit Report for year 2011-12 has been filed with the
Central Government.
Energy, Technology and Foreign Exchange
Information required under section 217(1)(e) of the companies Act 1956,
read with Companies (Disclosure of Particulars in the report of
Directors) Rules, 1988 with respect to conservation of energy,
technology absorption and foreign exchange earnings and outgo is
annexed and forms a part of this report.
Personnel
The information under section 217(2A) of The Companies Act, 1956 is
enclosed as per Annexure 'B'. The employer - employee's relations
remained cordial throughout the year at all locations
Fixed Deposits
The aggregate amount of fixed deposits as on 31st March, 2013 was
Rs.57.62 Crores (Previous Year Rs. 99.90 Crores). Company continued to
pay the interest & principal sum to the fixed deposit holders during
the year 2012-13. However, dut 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 Honable Company Law
Board for seeking extension in repayment of deposits and exemption from
other provisions of the Compaines Act, 1956.
Listing
The shares of the Company are listed at following Stock Exchanges:
1. Bombay Stock Exchange Limited
2. National Stock Exchange of India Limited
The listing fee for the concerned year has been paid to the respective
Stock Exchanges.
Depository System
The shares of the Company are being traded in compulsory
de-materialized form. The Company has ensured connectivity with both
the depositories i.e. NSDL and CDSL.
Corporate Governance
A detailed report on Corporate Governance is annexed herewith and forms
a part of this Report.
Acknowledgment
Your directors would like to express their grateful appreciation for
the assistance and co-operation received from the bankers and
government authorities and also thanks the shareholders for the
confidence reposed by them in the Company and look forward to their
valuable support for the future plans of the Company. Directors also
thank its distributors, agents, stockists, retail traders, medical
professionals, employees and customers for their continued patronage of
the company products.
Place : Chandigarh On behalf of the Board of Directors
Date : 9th August 2013
Chairman
Mar 31, 2011
Dear Shareholders
The Board of Directors of the Company has pleasure in presenting the
25th Annual Report of the Company for the financial Year 2010-11.
Financial Results
The Financial performance of the Company for the year ended 31st March
2011 is summarized as below:
Rs. (In Lakhs)
Year ending 31st Year ending 31st
Particulars
March 2011 March 2010
Sales and other income 89879.28 68943.34
Profit before interest and depreciation 13196.35 9346.37
Interest 7164.09 4299.20
Depreciation 1551.39 1214.98
Profit before tax 4480.87 3832.19
Provision for tax 879.83 651.28
Provision for deferred tax 147.21 173.77
Profit after tax available for
appropriation 4345.17 3671.50
Performance
The sales revenue and other income for the year under review at
Rs.898.79 Crores is up from Rs. 689.43 Crores in the previous year.
Profit Before tax is Rs.44.81 Crores (previous year Rs. 38.32 Crores),
profit after tax is Rs.43.45 Crores as compared to Rs. 36.71 Crores in
the previous year.
Dividend
The Board has recommended a dividend of 1% (i.e. Rs. 1/- per share) on
cumulative redeemable preference shares and 20% (i.e.Rs. 0.40 per
share) on equity shares for the year under consideration. The dividend
if approved by the shareholders at the ensuing annual general meeting
will be paid on or before 26-10-2011 to those shareholders whose names
appear on the register of members of the company as on the date of book
closure.
The Company has deposited the unclaimed/unpaid dividend for the year
2002-2003 into Investor Education and Protection fund u/s 205-C of the
Companies Act, 1956.
Global Business Unit
During the past fscal, Global Business Unit of the company continued
its journey towards growth. We have been creating and achieving
milestones year after year. The GBU achieved a growth of 38% during
last year. We plan to increase our revenue by approximate 19 Mn USD in
the current fscal year thereby achieving a growth of 50% over previous
year. GBU underwent successful National Health Surveillance Agency
(ANVISA) Brazil audit and is expecting the approval very soon. GBU also
got Gulf Co-operative Council (GCC) approval certificate and
registration of products has commenced across gulf Countries.
Formulation Business
In the formulation business, we have continued adding new territories
and register new products in the already operational territories. We
have also undertaken major initiative in developing more products and
expanding our product portfolio. Our mission of adding new and
interesting products to our portfolio is continuing. We have
established tie-ups with new partners in many countries such as
Uzbekistan, Georgia, Ethiopia, Malaysia, Singapore, Algeria, Oman &
Bahrain and the operations are now being initiated with new set ups.
CRAM and Licensing
We have done exceptionally well in out licensing business and motivated
by our success with the existing dossiers. We are looking at greatly
enhancing our service offers in this segment. Our strategy for the
contract manufacture business is to scale up the business with prudence
ensuring that only projects with predefned bottom line are undertaken.
We have successfully managed to strike a fne balance between volume
based CM projects and the value based ones in synchronization of the
above strategy. Besides contract manufacturing activities, our own
products which were licensed out in Europe and Australia have been
launched commercially to become the frst generic.
Domestic Business
In order to further strengthen Company's position in domestic as well
as International market, and to further allow more penetration in
pharmaceutical market, your company has shifted it's entire marketing
operations to Mumbai. The company has taken this strategic decision,
as Mumbai provides a competitive market for pharmaceutical industry;
growth trends are very favourable, along with the availability of
skilled manpower. The results can be clearly seen as our ethical and
generic divisions have seen around 30% growth as compared to last year.
During the year, the company has launched six divisions viz GENERIC,
ONCRIT, MEGASWIFT, GYNOSWIFT, Q-DEN and CARDIA SWIFT which are
dedicated to almost all the major therapeutic segments. Apart from this
we have launched new product range in all the new divisions including
monopolistic products. Two new divisions in the segment of
Neutraceuticals and Over the Counter Products (OTC) are also in the
pipeline.
Research and Development
The Company has a spawning Research & Development facilities offered by
its State-of-Art drug formulations, chemical research & analytical
development centre, equipped with the latest equipments needed for
combinational synthesis, ultramodern HPLC and GC systems.
Directors
Mr. N.R.Munjal, Mrs. Nirmal Aggarwal, and Dr. S.K.Mathur Directors of
the company are retiring by rotation at the forthcoming Annual General
Meeting and being eligible, offer themselves for re-appointment.
Director's Responsibility Statement
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956 with respect to director's responsibility statement, your
directors confirm:
(i) That in the preparation of the accounts for the financial year ended
31st March, 2011, the applicable accounting standards have been
followed along with proper explanation to material departure, if any;
(ii) That the directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 and of the
net profit of the company for the year under review;
(iii) That the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities; and
(iv) That the directors have prepared the accounts for the financial
year ended 31st March, 2011 on going concern basis.
Auditors
M/s J.K.Jain & Associates, Chartered Accountants, Chandigarh, statutory
auditors of the Company retire at the conclusion of the forthcoming
Annual General Meeting and being eligible offer themselves for
re-appointment. The Auditor's Report is self-explanatory and does not
require any explanation by the Board.
Pursuant to the provision of section 233B of the Companies Act, 1956
read with General Circular No. 15/2011 dated April 11, 2011, M/s
V.Kumar & Associates, Cost Accountants has been appointed as Cost
Auditors to conduct Cost Audit of the company for the year 2011-12.
Energy, Technology and Foreign Exchange
Information required under section 217(1)(e) of The Companies Act 1956,
read with Companies (Disclosure of Particulars in the report of
Directors) Rules, 1988 with respect to conservation of energy,
technology absorption and foreign exchange earnings and outgo is
annexed as per Annexure -A and form part of this report.
Personnel
The information under section 217(2A) of The Companies Act, 1956 is
enclosed as per Annexure -B. The employer employees' relations remained
cordial throughout the year at all locations.
Fixed Deposits
The Company's fixed deposit scheme has drawn good response and confdence
from the public. The aggregate amount of fixed deposits as on 31st March
2011 was Rs.6389.26 Lakhs (previous year Rs. 6208.84 Lakhs). There was
no default in repayment of principal as well as interest in relation to
deposits. Further, there is no unclaimed or unpaid amount in relation
to deposits.
Listing
The shares of the Company are listed at following Stock Exchanges:
1. Bombay Stock Exchange Limited
2. National Stock Exchange of India Limited
The listing fee for the concerned year has been paid to the respective
Stock Exchanges.
Depository System
The shares of the Company are being traded in compulsory
de-materialized form. The Company has ensured connectivity with both
the depositories i.e.. NSDL and CDSL.
Corporate Governance
A detailed report on Corporate Governance is annexed herewith and forms
part of this Report.
Acknowledgment
Yours directors would like to express their grateful appreciation for
the assistance and co-operation received from the Bankers and
government authorities and also thanks the shareholders for the
confdence reposed by them in the Company and look forward to their
valuable support for the future plans of the Company.
Yours Directors also thank its distributors, agents, stockiest, retail
traders, medical professionals, employees and customers for their
continued patronage of the company products.
For and On behalf of the Board
Place: Chandigarh
Dated: 31-08-2011 Chairman
Mar 31, 2010
The Board of Directors of the Company have pleasure in presenting
the24th Annual Report of the Company for the financial Year 2009-10.
Financial Results
The Financial performance of the Company for the year ended 31stMarch
2010 is summarized as below:
Particulars Year ending Year ending
31stMarch 2010 31stMarch 2009
Sales and other income 68943.34 59359.12
Profit before interest and depre- 9346.37 8676.75
ciation
Interest 4299.20 3681.13
Depreciation 1214.98 947.48
Profit before tax 3832.19 4048.14
Provision for tax 651.28 458.65
Provision for deferred tax 173.77 187.90
Provision for FBT -- 11.95
Profit after tax available for ap- 3671.50 3773.82
propriation
Performance
The sales revenue and other income for the year under review at
Rs.689.43 Crores is up from Rs.593.59 Crores in the previous year.
Profit Before tax is Rs.38.32 Crores (previous year Rs. 40.48 Crores),
profit after tax is Rs.36.71 Crores from Rs. 37.73 Crores in the
previous year.
Dividend
The Board has recommended a dividend of 20 % (i.e. Rs. 21- per share)
for the year under consid- eration. The dividend if approved by the
share- holders at the ensuing annual general meeting will be paid on or
before 30-10-2010 to those shareholders whose names appear on the
register of members of the company as on the date of book closure.
The Company has deposited the unclaimed/un- paid dividend for the year
2000-2001 into Inves- tor Education and Protection fund u/s 205-C of
the Companies Act, 1956.
Global Business Unit
Success, they say, is a journey and not a destina- tion. The Global
Business Unit of your company has imbibed this philosophy and its this
underly- ing principle which governs our business. In line with this we
have been creating milestones year after year. We expect a major boost
to our Export Turnover in coming years as we have started ex- porting
more of our products to various countries.
We have continued adding new territories and register more products in
the already operational territories. We have also undertaken major
initia- tive in developing more products and expanding our product
portfolio. With the successful ap- proval of the sachet facility from
TGA and EU, we hope to see this line add decent amount of business in
the coming years. We have also em- barked upon the mission to add new
and interest- ing product offers in this segment.
Some of the prominent new countries commer- cialized in the last fiscal
are Malaysia, Jamaica, Tajikistan and Nigeria.
CRAMs and Licensing
We have done exceptionally well in our licensing business and motivated
by our success with the existing dossiers are looking at greatly
enhancing our service offers in this segment. Our strategy for the CM
business is to scale up the business with prudence ensuring that only
projects with predefined bottom line are undertaken. We have
successfully managed to strike a fine balance be- tween volume based CM
projects and the value based in syncronation with the above strategy.
Besides Contract Manufacturing activities, our own products have been
licensed out to lead- ing generic players in Europe and Australia. The
approvals and launches are expected by the li- cense holders in the
early next year. One of these products would be the first generic
launch in the West Europian Countries. Various customers audit have
been successfully concluded for our manufacturing sites at Jawaharpur
and Jammu. Loan license arrangements have been initiated for exports
to fulfill the demands of customers on a product range that was not
possible in house si- multaneously upgrading the facilities of our ven-
dors. To streamline operations and development of new products,
Regulatory function has now been aligned with the formulations R&D.
Domestic Business
Your Company has successfully launched a new marketing division v NOVA
with special focus on ophthalmology, ENT and Dermatology. The divi-
sion has strength of near about 300 field persons spread across the
country. We have also success- fully added a new molecule in already
existing division in gynecology, pediatrics and cardiology segments
which has given a clear edge to the company in market. Three new
divisions in the segments of Oncology & ICU, Herbal neutraceu- ticals,
and over the counter products(OTC) are in pipeline. With the launch of
these new divisions, the company will have presence in almost in all
the areas of Health & Pharmaceuticals.
Research and development
The Company has a spawning Research & De- velopment facilities offered
by its State-of-Art drug formulations, chemical research & analyti- cal
development centre, equipped with the latest equipments needed for
combinational synthesis, ultramodern HPLC and GC systems.
Directors
Mr. V.K.Mehta, one of the founder Directors of the company left for
heavenly abode on 21st March 2010. The Board of Directors Places on
records its tribute to the valuable services rendered dur- ing his
tenure.
Rishav Mehta, who was appointed as additional director & hold office
till conclusion of AGM, is proposed to be appointed as a Director who
shall be lible to retire by rotation.
Dr. H.RS.Chawla, Dr. N.D.Aggarwal & Mr. Hi- manshu Jain, Directors of
the company are retir- ing by rotation at the forthcoming Annual Gen-
eral Meeting and being eligible offer themselves for re-appointment.
Directors Responsibility Statement
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956 with re- spect to directors responsibility statement, your
directors confirm:
(i) That in the preparation of the accounts for the financial year
ended 31st March, 2010, the applicable accounting standards have been
followed along with proper explana- tion to material departure, if any;
(ii) That the directors have selected such ac- counting policies and
applied them consis- tently and made judgments and estimates that were
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 and of the
net profit or loss of the com- pany for the year under review;
(iii) That the directors have taken proper and sufficient care for the
maintenance of ad- equate accounting records in accordance with the
provisions of companies Act 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities; and
(iv) That the directors have prepared the ac- counts for the financial
year ended 31st March, 2010 on going concern basis.
Auditors
M/s J.K.Jain & Associates, Chartered Accoun- tants, Chandigarh,
statutory auditors of the Com- pany retire at the conclusion of the
forthcoming Annual General Meeting and being eligible offer themselves
for re-appointment.
The Auditors Report is self-explanatory and does not require any
explanation by the Board.
Energy, technology and foreign exchange
Information required under section 217(l)(e) of the companies Act 1956,
read with Companies (Disclosure of Particulars in the report of Direc-
tors) Rules, 1988 with respect to conservation of energy, technology
absorption and foreign ex- change earnings and outgo is annexed and
form part of this report.
Personnel
The information under section 217(2A) of The Companies Act, 1956 is
enclosed as per Annex- ure VB
The employer - employees relations remained cordial throughout the
year at all locations.
Fixed Deposits
The Companys fixed deposit scheme has drawn good response and
confidence from the public. The aggregate amount of fixed deposits as
on 31st March 2010 was Rs.6208.84 Lakhs (previ- ous year Rs. 1769.08
Lakhs). There was no de- fault in repayment of principal as well as
interest in relation to deposits. Further, there is no un- claimed or
unpaid amount in relation to deposits.
Listing
The shares of the Company are listed at following Stock Exchanges:
1. Bombay Stock Exchange Limited
2. National Stock Exchange of India Limited
The listing fee for the concerned year has been paid to the respective
Stock Exchanges.
Depository System
The shares of the Company are being traded in compulsory dematerialised
form. The Company has ensured connectivity with both the deposito- ries
i.e.. NSDL and CDSL.
Corporate Governance
A detailed report on Corporate Governance is annexed herewith and forms
part of this Report.
Acknowledgment
Yours directors would like to express their grateful appreciation for
the assistance and co-operation received from the Bankers and
government au- thorities and also thanks the shareholders for the
confidence reposed by them in the Company and look forward to their
valuable support for the future plans of the Company.
Directors also thank its distributors, agents, stock- iest, retail
traders, medical professionals, employ- ees and customers for their
continued patronage of the company products.
By Order of the Board
For and on Behalf of the Directors
Place: Chandigarh
Date: 06-09-2010 Chairman
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