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Directors Report of Ind-Swift Ltd.

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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