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Directors Report of Ind-Swift Laboratories Ltd.

Mar 31, 2023

The Directors have great pleasure in presenting the 28th Annual Report together with audited statement of accounts for the year ended 31st March, 2023.

FINANCIAL RESULTS

The Audited Financial Statements of your Company as on 31st March, 2023 are prepared in accordance with the relevant applicable IND AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the year ended March 31,2023. The Notes to the Financial Statements adequately cover the Audited Statements and form an integral part of this report. The summarized financial highlights for the financial year2022-23 are depicted below:

(Rs. in Millions)

Standalone

Consolidated

PARTICULARS

Year Ending 31st March 2023

Year Ending 31st March 2022

Year Ending 31st March 2023

Year Ending 31st March 2022

Sales (net of excise) and other income

11,852.39

10,305.87

12,408.10

10,822.29

Less Expenses:

Cost of Materials Consumed

6,187.20

5,365.67

6,574.63

5,758.40

Purchase of Stock in Trade

104.63

10.56

104.63

10.56

Change in Inventories of FG/WIP/Stock in trade

(123.42)

(394.66)

(123.42)

(394.67)

Employee Benefit Expense

1,326.97

1,246.17

1,358.39

1,270.92

Other Expenses

1,803.27

1,716.12

1,866.89

178.59

Total Expenses

9,298.65

7,943.85

9,781.11

8,431.13

Profit before Interest, Depreciation, Tax & Amortisation

2,553.74

2,362.02

2,626.98

2,391.16

Less: - Interest

921.66

955.45

921.66

955.46

- Depreciation

573.62

1,309.70

573.62

1,310.39

- Extra Ordinary Item

266.48

16.92

266.48

Profit/(Loss) before Tax

791.98

79.96

865.21

125.32

Less: - Provision for Deferred Tax

233.62

(109.17)

233.62

(109.17)

- Income tax adjustment of previous year

2.16

7.83

2.16

7.83

- Current Tax /MAT credit utilisation

131.48

238.39

151.13

248.15

Profit/(Loss) After Tax (A)

424.72

(57.09)

478.30

(21.49)

Amount B/F from previous year (B)

(801.59)

(744.50)

(780.51)

(773.65)

Profit/ (Loss) after tax available for appropriations

424.72

(57.09)

478.30

(6.85)

Pursuant to sale of controlling interest

11.23

0.00

Share of profit (loss) in joint venture

(2.34)

0.00

Balance of Retained Earnings

(376.87)

(801.59)

(293.31)

(780.51)

Notes:

1. There are no material changes or commitments affecting the financial position of your Company which have occurred between the end of the financial year and the date of this report.

2. Further, there has been no change in the nature of business of your Company.

OPERATIONS AND BUSINESS PERFORMANCE

During the financial year 2022-23, your Company has achieved a turnover of H11852.39 million against the turnover of H10305.87 million during the financial year 2021-22. The Company has achieved Net profit of H424.72 million in 2022-23 against Net loss of H57.09 million in 2021-22. The Company''s exports have increased to H8859.28 million in 2022-23 as compared to H7454.00 million in 2021-22. There has been no change in the nature of business of the Company during the year under review. Kindly also refer to the Management Discussion & Analysis Report & Corporate Governance Report which forms part of this report and gives a detailed account of the activities carried out during the year under review.

CONSOLIDATED FINANCIAL PERFORMANCE

Your company recorded a consolidated turnover of H12408.10 million during 2022-23 against the turnover of H10822.29.42 million during 2021-22. In consolidated terms, the Company earned a Net profit of H478.30 million during 2022-23, against profit of H115.17 million in 2021-22. The Consolidated financial figures include the respective financial figures of the company''s subsidiaries & joint ventures. 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.

STATE OF AFFAIRS OF THE COMPANY

The state of affairs of the Company is presented as part of the Management Discussion & Analysis Report in a separate section forming part of this report, as required under the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

OUTLOOK

The main business of your Company is manufacturing Pharmaceutical Products especially Active Pharmaceutical Ingredients (APIs) & Advanced Intermediates. We are presently in both the domestic and export market. In view of the scenario described in the management discussions & analysis report your Company is expected to grow with a wide range of products and manufacturing expertise barring unforeseen circumstances.

COMMITTEES OF THE BOARD

The Company''s Board has constituted the following Committees prescribed under the Companies Act and the LODR Regulations, 2015: -

1. Audit Committee

2. Stakeholders Relationship Committee

3. Risk Management Committee

4. Nomination and Remuneration Committee

5. Corporate Social Responsibility Committee

6. Compensation Committee

7. Sub-Committee of the Board

The details of the Composition of the Committees, their role and terms of reference are given in the Corporate Governance report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

a) Board of Directors

As on 31st March, 2023, your Company''s Board had 8 (eight) members comprising of 4 (Four) Executive Directors and 4 (Four) Non-Executive-Independent Directors including one Independent Woman Director. The details of the Board and committee composition, tenure of directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

b) Key Managerial Personnel

The Company has adequate Key Managerial Personnel''s as per requirements of section 203 of the Companies Act, 2013 as well as the SEBI (LODR) Regulations, 2015 viz are:

a) Mr. Navrattan Munjal: Chairman & Managing Director,

b) Mr. Himanshu Jain: Joint Managing Director,

c) Mr. Rishav Mehta: Executive Director,

d) Mr. Sahil Munjal: Executive Director,

e) Mr. Gagan Aggarwal: Chief Financial Officer,

f) Mr. Sunil Deshmukh: Chief Executive Officer and

g) Mr. Lovekesh Mahajan, Chief Accounts Officer

h) Mr. Pardeep Verma: VP-Corporate Affairs & Company Secretary.

There has been no change in the key managerial personnel during the year under review.

c) Declaration for Independency of Independent Directors:

Your Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8 (5) (iiia) of the Companies (Accounts) Rules, 2014. The Company has also received from them declaration of compliance of Rule 6(1) & (2) that they have registered themselves with databank of Independent

Directors as maintained by Indian Institute of Corporate Affairs.

d) Directors liable to retire by rotation and Directors seeking re-appointment:

I n accordance with the provisions of Section 152 of the Act, read with rules made thereunder and the Articles of Association of your Company, Sh. Himanshu Jain, Joint Managing Director (DIN: 00014533) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offer himself for re-appointment. The Board recommends his re-appointment for your approval. Brief details of Directors proposed to be appointed/re-appointed, as required under Regulation 36 of the SEBI Listing Regulations, are provided in the Notice of the ensuing AGM.

Further, the first tenure of Mrs. Neerja Chathley (DIN: 08448077) Independent Director of 5 years will be completed on 9th May, 2024 therefore, the Board upon the recommendation of the Nomination and Remuneration Committee proposes her re-appointment for the second term of 5 (Five) years w.e.f. 10th May, 2024. Your Board recommends passing a special resolution as per the Companies Act, 2013 & SEBI (LODR) Regulation, 2015 as set out in notice of the AGM.

Details and brief resume of the Directors seeking reappointment/appointments required by Regulation 26 (4) and 36 (3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') and as required under Secretarial Standards - 2 on General Meetings issued by "The Institute of Company Secretaries of India" are furnished in the Notice convening the Annual General Meeting forming part of the Annual Report.

e) Non-Executive Director (Independent Director) seeking ratification of appointment on attaining the age of 75 years during the term of his original appointment:

As per Regulation 17(1A) of SEBI (LODR) Regulation, 2015 in case of listed entities, the Company should not appoint or continue the appointment of any person as a Non-Executive Director (NED) who has attained the age of 75 years unless Special Resolution is passed, to that effect. Mr. Ashwani Kumar Vig (DIN: 07080817), Non-Executive Independent Director shall attain the age of 75 years on 5th October, 2023, during his term which is up to 12th February, 2025. In view thereof, the Board and Nomination and Remuneration Committee has considered and recommended ratifying his appointment for the remaining period of his term, to be eligible to continue

as the Non-Executive Director upon attaining age of 75 years. Therefore, your Board of Directors recommends passing of necessary special resolution to that effect as set out in the notice of the AGM.

f) Relationship/Transaction of Non-Executive Directors with the Company

The Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than taking sitting fees and reimbursement of expenses incurred by them to attend meetings of the Company.

g) Number of Meetings of the Board

During the year, Six Board meetings were held on 28/05/2022, 10/08/2022, 27/09/2022, 08/11/2022, 14/02/2023 & 30/03/2023. The details regarding the meetings are given in the Corporate Governance Report.

h) 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 had met separately without the presence of Non-Independent Directors & 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 an evaluation of every Director''s performance. The performance evaluation of all the Independent Directors has been done by the entire Board, excluding the Director being evaluated. Based on the performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires.

i) Familiarization Program

The details of program for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company

operates, the business model and related matters are posted on the website of the Company at https://www.indswiftlabs. com/wp-content/uploads/2022/08/Familiarisation_ Programme_for_Independent_Directors.pdf

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(5) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2023; 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, 2023 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.

INTERNAL FINANCIAL CONTROL

Your Company has an effective internal control and risk mitigation system, which is constantly assessed and strengthened with new/ revised standard operating procedures. The Company''s internal control system commensurate with the size, scale and complexity of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides bench marking controls with best practices in the industry.

The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen them. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee, Board of Directors, Statutory Auditors, and the Business heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

VIGIL MECHANISM/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 SEBI (LODR) Regulations, 2015, your Company has in place a Vigil Mechanism (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 Vigil Mechanism (Whistle blower Policy) are stated in the Corporate Governance Report and the said Policy has been uploaded on the Company''s website https:// www.indswiftlabs.com/wp-content/uploads/2018/07/Whistle_ Blower_Policy.pdf

SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

As on 31.03.2023, your Company had 3 Subsidiaries and a Joint Venture i.e., Ind-Swift Laboratories Inc. (US Subsidiary), Fortune (India) Constructions Limited (Indian Subsidiary), MJM Remedies Private Limited (Indian Subsidiary-Joint Venture) and Indis Healthcare LLP (Indian JV).

There has been no change in the nature of business of these subsidiaries and joint ventures. Your Company does not have any material subsidiaries pursuant to the provisions of Regulation 16(1) (c) of the SEBI Listing Regulations.

The Annual Financial Statements and related detailed information about the subsidiary companies shall be made available to the shareholders seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during the working hours at your Company''s registered office

and those of the respective subsidiary companies concerned. In accordance with the provisions of Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company https://www.indswiftlabs.com/investor/ financial-statements-of-subsidiaries/

A summary of the financial performance of each of the subsidiaries is presented as below:

- The US subsidiary of the Company viz. Ind-Swift Laboratories Inc. achieved net sales of H1,80,87,09,539 equivalent to USD 2,28,04,034 and recorded a net Profit of H5,96,81,847 equivalent to USD 7,41,597 as on 31.03.2023.

- Fortune (India) Constructions Limited achieved total revenue of H3,92,19,748 and recorded a net loss of H78,25,904 as on 31.03.2023.

- The Company''s Subsidiary-Joint Venture MJM Remedies Private Limited did not start any operation till 31st March, 2023.

- The Company''s Joint Venture M/s. Indis Healthcare LLP achieved total revenue of H10,16,85,690 and recorded a net loss of H46,45,164 as on 31.03.2023.

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 each subsidiary and a joint venture is given in Form AOC - 1 as Annexure-I to this report. The Company has framed a policy for determining material subsidiaries, which has been uploaded on the Company''s website www.indswiftlabs.com.

NAME OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES, OR ASSOCIATES.

During the Year, Halcyon Life Sciences Private Limited ceased to be the wholly owned subsidiary of the Company with effect from 30th March, 2023, consequent to its sale to M/s. RN Chemicals & Pharmaceutical Private Limited.

DIVIDEND

To conserve resources, your directors do not recommend any dividend for the Financial Year 2022-23 (Previous Year 2021-22: Nil) and propose to retain the profits for the future requirements of the Company.

There is no unpaid dividend outstanding as on 31.03.2023.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, your Board has approved and adopted a Dividend Distribution Policy of the Company. The policy is available on the Company''s website under weblink:

https://www.indswiftlabs.com/wp-content/uploads/2021/08/

DividendDIstributionPolicy.pdf

RESERVES

During the year, the Company has not transferred any amount to Reserves.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''The Rules''), all unpaid or unclaimed dividends are transferred to Investor Education and Protection Fund (IEPF) established by the Central Government, after the completion of seven years. 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.

During the year under review, your Company was not required to transfer any funds/shares to Investor Education and Protection Funds (IEPF).

PUBLIC DEPOSITS

The Company has completed the re-payment of its Fixed Deposits in compliance with the re-payment scheme approved by the Hon''ble Company Law Board vide its order dated 30th March, 2013. A few of the fixed deposits, however, remained unclaimed as at the end of the Financial Year. The Company shall repay those claims as and when the respective Deposit Holder approaches the Company. During the year the company has made repayment of fixed deposits amounting to H14,88,250/-.

During the year under review, your Company has not accepted any fresh deposits from the public under Section 73 and 76 of the Act read with rules made thereunder.

RELATED PARTY TRANSACTIONS DISCLOSURE UNDER THE COMPANIES ACT, 2013

All the transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from the Audit Committee is obtained for the related party transactions which are repetitive in nature.

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 conflicted 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-II" to this Report. The policy on Related Party Transactions as approved by the Board has been uploaded on the Company''s website www.indswiftlabs.com.

RELATED PARTY TRANSACTIONS DISCLOSURE UNDER SEBI (LODR) REGULATIONS, 2015

The necessary Related Party Disclosures as required under Schedule V, Part - A of SEBI (LODR) Regulations, 2015 are given in Note XXX of the Standalone and Consolidated Financial Statements.

Further, Your Company has obtained prior approval of shareholders for material transactions with its related parties as per Regulation 23 in the 27th Annual General Meeting held on 30th September, 2022.

DISCLOSURE OF TRANSACTIONS WITH PROMOTER/ PROMOTER GROUP

As per Schedule V of the SEBI LODR Regulations, 2015 every listed Company shall disclose the transactions with any person or entity belonging to the promoter/promoter group which holds 10% or more shareholding in the listed entity.

As on 31st March 2023, M/s Essix Biosciences Limited and M/s Ind Swift Limited, being the Promoter entities, are holding 21.71% and 16.08 % respectively, of total equity of the Company. The details of all the transactions with Essix Biosciences Limited and Ind Swift Limited are already given in Form AOC-2, forming part of this Annual Report.

DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED DIRECTLY BY EMPLOYEES

No disclosure is required under Section 67(3) (C) of the Act, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

RISK MANAGEMENT

Evaluation of business risks and managing those risks has always been an ongoing process in the Company. The terms of reference

of the Risk Management Committee are in line with the Listing Regulations. The Committee assists the Board in fulfilling its corporate governance duties by overseeing the responsibilities regarding the implementation of Risk Management Systems and Framework, review the Company''s financial and risk management policies, assess risk and procedures to minimise the same.

The details of the Committee and its terms of reference are set out in the Corporate Governance Report.

During the Financial Year 2022-23, two Risk Management Committee Meeting were held on 15.09.2022 and 04.03.2023.

The Company''s Risk Management Policy is available on Company''s Website i.e. www.indswiftlabs.com and the weblink of the same is https://www.indswiftlabs.com/wp-content/uploads/2018/07/ Risk Management Policy.pdf

Business Responsibility and Sustainability Report (BRSR)

In terms of Regulation 34 of the Listing Regulations, the company does not fall in the category of top 1000 companies based on market capitalization as on 31st march, 2023. Hence the requirement to provide the Business Responsibility and Sustainability Report is not applicable on the company.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

The paid-up Equity Share Capital of the Company as on March 31, 2023 was H59,08,68,600. The Company''s shares are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited and are actively traded. The Company has not issued any shares with differential voting rights or sweat Equity during the year. During the year, the company has not made any allotment.

a) Employee Stock Option Scheme

During the financial year 2022-23, there has been no change in the Employees Stock Option Plan (Employee Incentive Scheme, 2014) of the Company. Further, it is confirmed that the ESOP Scheme of the Company is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014.

During the financial there has been no material changes in the scheme and options movement during 2022-23 and during last three financial years is NIL. In addition, The Company has not granted any Employee Stock Option to its Non-Executive Directors under the said plan. Hence disclosure of the same is not applicable.

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.

The said policy is available on the website of the company at https://www.indswiftlabs.com/wp-content/uploads/2023/04/ Nomination_Remuneration_Policy.pdf

CREDIT RATING

During the Financial Year, 2022-23, the credit rating of the Company was revised from ''CARE B'' to ''CARE BB-'' (Double B Minus) by CARE which denotes-Stable Ranking.

CORPORATE SOCIAL RESPONSIBILITY

The company is committed to and fully aware of its Corporate Social Responsibility (CSR), the guidelines in respect of which were more clearly laid down in the Companies Act, 2013. The Company''s vision on CSR is that the Company being a responsible Corporate Citizen would continue to make a serious endeavor for a quality value addition and constructive contribution in building a healthy and better society through its CSR related initiatives and focus on education, environment, health care and other social causes.

During the year under review, the company incurred expenditure on CSR activities of H31.80 Lakhs in areas specified in Schedule VII of Companies Act, 2013.

The disclosure related to the CSR activities pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 9 of Companies (Accounts) Rules, 2014 and Companies (Corporate Social Responsibility) Rules, 2014 is annexed hereto and form part of this report as "Annexure-III".

ENVIRONMENT/POLLUTION CONTROL, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires the conduct of operations in such a manner so as to ensure the safety of all concerned, compliance with environmental regulations and preservation of natural resources.

RESEARCH & DEVELOPMENT AND QUALITY CONTROL

The activities of R&D consist of improvement in the processes of existing products and developing new products. Quality Control is the strength of the Company. All raw materials and finished products pass through stringent quality checks for better results.


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 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 related notes to the Financial Statements forming part of the Annual Report.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Act, the draft annual return as on 31st March, 2023 prepared in accordance with the provisions of Section 92(3) of the Act is made available on the website of your Company and can be assessed using the link https://www.indswiftlabs.com/investor/annual-returns/

The weblink to access Annual Return for previous financial year 2021-22 of the Company is https://www.indswiftlabs.com/ wp-content/uploads/2023/03/Form MGT-7 31032022.pdf.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company has a policy on Directors'' Appointment & Remuneration. 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;

INSURANCE

The Company has taken adequate insurance policies for its assets against the possible risks like fire, flood, public liability, marine etc. Further pursuant to Regulation 25 (10) of SEBI (LODR) Regulations, 2015 the Company has taken the Directors and Officers Insurance (''D and O insurance'').

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 ofThe Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in "Annexure IV".

STATUTORY AUDITORS

M/s Avishkar Singhal & Associates, Chartered Accountants (Firm Reg. No. 017362N) the Statutory Auditors were appointed for a second term of consecutive 5 (Five) years at 27th Annual General Meeting of the Company held on 30th September, 2022, till the conclusion of the 32nd Annual General Meeting of the Company to be held in the calendar year 2027. The Statutory Auditors have however confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

As per the provisions of Section 139 of the Companies Act, 2013, read with Regulation 33(d) of the SEBI (LODR) Regulation, 2015, the auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

AUDIT REPORT

The Notes to the financial statements referred in the Auditors'' Report are self-explanatory. The Auditor''s Report for the Financial Year 2022-23 does not contain any qualification, reservation, or adverse remark. Regarding emphasis of matter as contained in the Auditors'' Report, the management''s comments (in italics) are as follows: -

a) We draw attention to Note no. II of the accompanying standalone financial statements, which states that, during the year, company has sold investment in M/s Halcyon Lifesciences Private Limited (HLSPL) at an exceptional loss which is charged to P&L as exceptional item. The HLSPL ceased to be the subsidiary of the company as on 31-03-2023.

• The said Subsidiary was in-operational for some time and the only Land parcel which it owned, was sold to meet the SDCO Jammu''s directions to either operate or vacate the land, thus, making the subsidiary unviable to operate.

b) We draw attention to Note no. X of the accompanying standalone financial statements, which states that, during the year, the company extended a further loan to Ind Swift Limited (Related Party) at a 10% rate of interest.

• The loan has been advanced to group company as per the provisions of Companies Act, 2013 after seeking due consents of the Audit Committee, Board of Directors and Shareholders in compliance to the LODR Regulations also.

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 the current financial year ending March 31, 2024.

As required by Section 148 of the Companies Act, 2013, necessary resolution has been included in the Notice convening the AGM, seeking ratification by the Members to the remuneration proposed to be paid to the Cost Auditors for the financial year ending March 31, 2024.

The Cost Audit Reports for the financial year 2012-22 issued by M/s V. Kumar and Associates, Cost Auditors, was filed with the Ministry of Corporate Affairs. The Cost Audit Reports for the financial year ended 2022-23 will be filed within the prescribed period.

The 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.

SECRETARIAL AUDITORS AND THEIR REPORT

Mr. Vishal Arora, Practicing Company Secretary was appointed as Secretarial Auditors of the Company for the financial year 2022-23 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-V" and forms part of this report.

There are no qualifications or other remarks of the secretarial auditors in the secretarial audit report as issued by them for the financial year 2022-23. There are a few observations by the Secretarial Auditors which the Board considers to be informatory in nature.

SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

INTERNAL AUDITORS

M/s Jain and Associates, Chartered Accountants were the Internal Auditors of the Company during FY 2022-23. The Board has approved the re-appointment of M/s Jain & Associates, Chartered Accountants as Internal Auditors of the Company for the financial year 2023-24 as well. They will conduct the Internal Audit of the Company as required under Section 138 of the Companies Act and their reports shall be reviewed by the Audit committee and the Board of Directors.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

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.

During the year, the Committee has not received any complaint related to Sexual harassment.

CORPORATE GOVERNANCE

Your Company is committed to maintaining the highest standards of corporate governance practices. The Corporate Governance Report forms part of this Annual 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-VI" 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 regularly conducts various programs at different levels to ensure that a vibrant and motivated workforce leads to achievement of the defined goals. Employee relations continued to the harmonious and cordial at all levels and in all the units of the Company.

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" and in its full compliance, 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

The Company takes pride in the commitment, competence, and dedication of its employees in all areas of the business. The relation between the management and employees is healthy and cordial. There is transparency in the dealings and in matters relating to the activities of the Company and its 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 VII" to this Report. Particulars of remuneration of top 10 (Ten) employees required to be furnished in terms of Rules 5(2) and 5(3) of the said Rules 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.

Details of employees who received remuneration in excess of H102 lakh p.a. or H8.5 Lakhs p.m.:

a) During the year, none of the employees received remuneration in excess of H102.00 Lakh or more per annum or H8.50 per month for part of the year. In accordance with the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore there is no information available to disclose.

b) During the year, none of the employees received remuneration in excess of that drawn by the Managing Director or Whole-time director and none of the employees held two percent of the equity shares of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the Financial Year 2022-23, no significant/material orders were passed by any of the Regulators/Courts or Tribunal that would

impact the going concern status of the Company and its future operations.

KEY FINANCIAL RATIOS

The Key financial ratios for the financial year ended 31st March, 2023 forms part of the Management Discussion and Analysis Report.

REGISTRAR AND SHARE TRANSFER AGENT

M/s Alankit Assignments Ltd. are the Registrar and Share Transfer Agent of the Company for the Physical as well as Demat shares and Non-Convertible Debentures of the Company. The members are requested to contact the Registrar directly for any of their requirements.

LISTING ON STOCK EXCHANGES

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

LISTING FEES

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

CEO/CFO CERTIFICATION

In terms of the Listing Regulations, the Certificate duly signed by Sh. Navrattan Munjal, Chairman and Sh. Gagan Aggarwal, Chief

Financial Officer (CFO) of the Company was placed before the Board of Directors along with the annual financial statements for the year ended on 31st March, 2023, at its meeting held on 29th May, 2023.

GENERAL DISCLOSURES

Your directors'' state that no disclosure or reporting is required in respect of the following items, as there were no transactions/ events of similar nature during the year under review:

1. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

2. One time settlement of loan obtained from the Banks or Financial Institutions.

3. Revision of financial statements and Directors'' Report of your Company.

4. Any remuneration or commission received by the Managing Director or Whole-time Directors from its subsidiary.

ACKNOWLEDGEMENT

Your directors thank all the employees for their sincere efforts, active involvement and devoted services rendered. Your directors thank the shareholders of the Company for the confidence reposed in the Management of the Company. Your directors place on records their gratitude to the Customers, Suppliers, Company''s Bankers and Financial Institutions for their support and cooperation during the year under review.


Mar 31, 2018

Dear Shareowners,

The Directors have great pleasure in presenting the 23rd Annual Report together with audited statement of accounts for the year ended 31st March, 2018.

FINANCIAL RESULTS

Summary of your Company’s financial performance, both standalone and consolidated, for the year ended March 31, 2018 is tabulated below:

(Rs. in mn)

PARTICULARS

Year Ending 31st March 2018

Year Ending 31st March 2017

Sales (net of excise) and other income

7496.72

7144.26

Less Expenses

Cost of Materials Consumed

3520.13

3592.81

Purchase of Stock in Trade

3.43

30.56

Change in Inventories of FG/WIP/Stock in trade

227.05

334.73

Employee Benefit Expense

893.05

716.12

Other Expenses

1398.57

1212.54

Total Expenses

6042.23

5823.76

Profit before Interest, Depreciation, Tax & Amortisation

1454.49

1257.12

Less: - Interest

283.14

883.44

- Depreciation

866.16

882.56

- Extra Ordinary Item

10.36

53.39

Profit / Loss before Tax

285.83

(561.19)

Less: - Provision for Deferred Tax

(109.57)

164.64

Profit / Loss after Tax (A)

176.26

(397.25)

Amount B/F from Previous year (B)

(1015.14)

(617.89)

Profit / Loss after Tax available for Appropriations (A B)

(838.88)

(1015.14)

Balance carried forward to Balance sheet

(838.88)

(1015.14)

OPERATIONS AND BUSINESS PERFORMANCE

During the financial year 2017-18, the Company has achieved a turnover of Rs.7312.97 Millions against the turnover of Rs. 6937.10 millions during financial year 2016-17. The Company has achieved Net profit of Rs.163.61 millions in 2017-18 against loss of Rs. 397.51 millions in 2016-17. The Company’s export has increased to Rs. 5025.28 Millions during 2017-18 as compared to 4509.30 Millions in 2016-17. There has been no change in the nature of business of the company during the year under review. Kindly refer to Management Discussion & Analysis & Corporate Governance Report which forms part of this report.

CONSOLIDATED FINANCIAL PERFORMANCE

Your company recorded a consolidated turnover of Rs.7654.83 Millions during 2017-18 against the turnover of Rs.7162.25 Millions during 2016-17. In consolidated terms, the Company earned a Net Profit of Rs. 206.57 Millions during 2017-18, against loss of Rs.391.61 Millions in 2016-17. The Consolidated financial figures include the respective financial figures of the company’s three subsidiaries and 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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY .

The material changes and commitments affecting the financial position of the company that occurred between the end of the financial year of the company i.e March 31,2018 and the date of the Directors Report i.e 14th August, 2018 are as under:

i) Company raised a sum of Rs.424.50 crores from the private placement of the 4245, 10% Secured, Listed, Rated, Non-Convertible Debentures of Rs.10,00,000/- each through the Electronic Book Building mechanism of the Bombay Stock Exchange. These NCDs are listed at Bombay Stock Exchange.

ii) Company also raised a sum of Rs.75.44 crores through the allotment of 10% Optionally convertible Debentures ( OCDs) to the Private investors.

iii) The Proceeds from the issue of the NCDs and OCDs were utilized mainly for the settlement of the outstanding debt of the Company.

iv) Company also allotted 1771949 equity shares at PAR to various Trusts managed by Edelweiss Assets Reconstruction Company limited ( EARCL ) towards the conversion of the existing Debt to the tune of Rs.11.60 crores and the restructuring of the balance debt.

DIRECTORS

During the year the Company lost Sh. K.M.S. Nambiar, an Independent Director who had been associated with the Company since 2001. He was also the Chairman of the Audit Committee of the Company. The Board will miss his presence as the key contributor to the activities of the Audit Committee and the Board.

Ms. Poonam Maini was appointed as an Independent Women Director on 11.05.2018 in place of Ms. Preetika Chaubey who resigned on 13th February, 2018. Sh. J.S.Ahluwalia was appointed as the independent Director w.e.f. 08.06.2018. The Board has proposed appointment of Ms. Poonam Maini and Sh. J.S. Ahluwalia for approval of shareholders in the ensuing AGM.

The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and the Listing Regulations.

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Sh. S.R.Mehta (DIN 00005668) and Sh. Rishav Mehta (DIN: 03028663), Directors will retire by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment in accordance with provisions of the Companies Act, 2013.

A brief resume of the Directors proposed to be reappointed, the nature of their expertise in specific functional areas, names of companies in which they have held Directorships, committee memberships/ chairmanships, their shareholding etc., are furnished in the explanatory statement to the notice of the ensuing AGM. The Directors recommend their reappointment at the ensuing AGM.

NUMBER OF MEETINGS OF THE BOARD

During the year, Seven Board meetings were held on 23.05.2017, 21.08.2017, 14.09.2017, 14.12.2017, 13.02.2018, 21.02.2018 & 06.03.2018 . The details regarding the meetings are given in the Corporate Governance Report.

CORPORATE GOVERNANCE

A Report on Corporate Governance forms part of this Annual 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 1 to this Report.

DIVIDEND

In view of inadequacy of profits, the Board does not recommend any Dividend for the Financial Year 201718.

KEY MANAGERIAL PERSONNEL

Mr. N.R.Munjal, Vice Chairman cum Managing Director, Sh. Himanshu Jain, Jt. Managing Director, Sh. Rishav Mehta, Executive Director and Sh. Pardeep Verma, AVP-Corporate Affairs & Company Secretary are the Key Managerial Personnel of the Company. Mr. N.K. Bansal, CFO ceased to be Key Managerial Personnel w.e.f. 31.03.2018 due to superannuation. The Company is looking for the right replacement for the key post

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘The Rules’), all unpaid or unclaimed dividends are transferred to Investor Education and Protection Fund (IEPF) established by the Central Government, after the completion of seven years. 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. Accordingly, the Company has transferred the unclaimed and unpaid Dividends for the financial year 2009-10 to IEPF. Further, the corresponding shares has also been transferred to IEPF account as per the requirements of IEPF rules, details of which are provided on the Company website www.indswiftlabs. com.

The dividends for following years, which remain unclaimed for seven years from the date it is lying in the unpaid dividend account, will be transferred to IEPF in accordance with the schedule given below. Shareholders who have not encashed their dividend warrants relating to the dividends specified below 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 also available on the website of the Company www.indswiftlabs.com. Once unclaimed dividend is transferred to IEPF, no claim shall lie in respect thereof with the Company.

Finan

Type of

Divi

Date of

Due date

cial Year

Divi

dend

declaration

for transfer

dend

Rate %

to IEPF

2010-11

Final

10

26/09/2011

02/12/2018

EMPLOYEE STOCK OPTION SCHEME

During the year, 5,37,631 options were exercised by the employees after vesting. Accordingly, the Company has made the allotment of 5,37,631 equity shares on 21st August, 2017 against the options exercised by the employees.

During the financial year 2017-18, there has been no change in the Employees Stock Option Plan (Employee Incentive Scheme, 2014) of the Company. Further, it is confirmed that the ESOP Scheme of the Company is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014.

The applicable disclosures as stipulated under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 with regard to Employees Stock Option Plan of the Company are available on the website of the Company at www.indswiftlabs.com and weblink for the same is: http://www.indswiftlabs. com/pages/Disclosure_regarding_Employee_Stock_ Options.pdf.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

The paid up Equity Share Capital as on March 31 ,2018 was Rs. 4522.72 Lacs . During the year under review the Company has not issued any shares with differential voting rights or sweat Equity . The Company however allotted 537631 equity shares upon the conversion of the ESOPs to the eligible employees .

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.

SUBSIDIARY COMPANIES

As on 31.03.2018, your Company had 3 Subsidiaries. The US subsidiary of the Company viz. Ind-Swift Laboratories Inc. achieved net sales of USD 10595896 and recorded a net Profit of USD 659766. The Singapore Subsidiary Viz Meteoric Life Sciences PTE Ltd. has no sales and recorded a net loss of USD 1613. There is no significant transaction in the Company’s Dubai Subsidiary viz. Ind-Swift Middle East FZE during the period under review.

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 each subsidiary and a joint venture is given in Form AOC - 1 as Annexure 2 to this report. The Company has framed a policy for determining material subsidiaries, which has been uploaded on the Company’s website.

STATUTORY AUDITORS

Pursuant to the provisions of Section 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 Avishkar Singhal & Associates, Chartered Accountants (Firm Reg. No. 017362N) as the Statutory Auditors of the Company for a period of Five Consecutive years from the conclusion of the 22nd Annual general Meeting, till the conclusion of the 27th Annual General Meeting of the Company to be held in the year 2022. The Companies Amendment Act ,2017 has dispensed the ratification of auditors appointment at every Annual General Meeting . Accordingly the Ordinary Business Agenda item relating to the ratification of the Statutory Auditors appointment is not placed in the AGM notice.

AUDIT REPORT

The Auditor’s Report for the Financial Year 2017-18 does not contain any qualification, reservation or adverse remark. With regard to emphasis of matter contained in the Auditors’ Report, the Board is of the view that the same are self explanatory.

INTERNAL AUDITORS

M/s. Jain and Associates were appointed as Internal Auditors of the Company upto 31st March, 2018. The Board has however approved the re-appointment of M/s. Jain & Associates, Chartered Accountants as Internal Auditors of the Company for the FY 201819 also. They will conduct the Internal Audit of the Company as required under Section 138 of the Companies Act and their reports are reviewed by the Audit committee and the Board from time to time.

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 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 within the stipulated time. The Cost Audit Reports for the financial year ended March 31, 2018 will be filed within the prescribed period.

Further in compliance to the Companies (Accounts) Amendment Rules, 2018 dated 31st July,2018 this is to confirm that maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained by the Company.

SECRETARIAL AUDITORS AND THEIR REPORT

Mr.Vishal Arora, Practising Company Secretary, was appointed as Secretarial Auditors 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 3 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.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made there under.

DEPOSITS

The aggregate amount of fixed deposit outstanding as on 31st March 2018 was Rs.31.84 crores approx. (previous year Rs. 49.25 crores).

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

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

LISTING FEES

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING 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.

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.

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 5 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.

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 6’ to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS 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 related notes to the Financial Statements forming part of the Annual Report.

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. Material related party transactions were entered into by the Company only with its subsidiaries. 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 7” to this Report. The policy on Related Party Transactions as approved by the Board has been uploaded on the Company’s website www.indswiftlabs.com

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.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of the Companies Act, 2013, regarding the Corporate Social Responsibility are applicable on the Company from the current financial year. The Company is however pursuing, as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.

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 had met separately 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.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of Mr. Prabhat Khurana, Chairman, Dr. J.K. Kakkar, Sh. S.PSharma, Independent directors and Mr. S.V Singh, Nominee Director, Mr. N.R. Munjal, Vice Chairman cum Managing Director of the Company. Mr. K.M.S.Nambiar, Independent Director has ceased to be a member of the Committee due to Untimely Death w.e.f. 11th March, 2018. The functions performed by the Audit Committee and the particulars of meetings held and attendance thereat are given in the Corporate Governance Report.

VIGIL MECHANISM/WHISTLEBLOWER 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 SEBI (LODR) Regulations, 2015, your Company has in place a ‘Whistleblower 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.indswiftlabs.com.

HUMAN RESOURCE

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

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” and in its full compliance, 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.

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 judgement 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.

ACKNOWLEDGEMENT

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

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

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

On behalf of the Board of Directors

S.R. Mehta

Chairman

Place: Chandigarh,

Dated: 14th August, 2018


Mar 31, 2016

Directors’ Report

Dear Shareowners,

The Directors have great pleasure in presenting the 21st Annual Report together with audited statement of accounts for the year ended 31st March, 2016.

FINANCIAL RESULTS (rs. in Millions)

Particulars

Year Ending . 31st March 2016

Year Ending 31st March 2015

Sales (net of excise) and other income

6529.29

6679.90

Profit before Interest, Depreciation, Tax & Amortization

1208.81

1111.61

Less: - Interest

1064.08

1172.86

- Depreciation

847.49

842.90

- Impairment of Assets

Nil

Nil

- Extra Ordinary Item

145.81

527.91

Loss / (Income) on sale of fixed assets

-17.20

0.78

Profit / (Loss) before Tax

(831.36)

(1432.85)

Less: - Provision for tax

Nil

Nil

- Income tax adjustment of previous years

Nil

Nil

- Mat Credit Entitlement

Nil

Nil

- Provision for Fringe Benefit Tax

Nil

Nil

- Provision for Deffered Tax

(242.75)

(237.74)

Profit (Loss) after Tax (A)

(588.61)

(1191.63)

Amount B/F from Previous year(B)

(313.46)

878.18

Profit (Loss) after Tax available for Appropriations (A B)

(902.07)

(313.46)

Transfer to deferred tax liability

Nil

Nil

Provision for Dividend on Equity shares

Nil

Nil

Provision for Equity Dividend Tax

Nil

Nil

Transfer to General Reserve

Nil

Nil

Balance carried forward to Balance sheet

(902.07)

(313.46)

OPERATIONS AND BUSINESS PERFORMANCE

During the current financial year, the Company has achieved a turnover of Rs. 6529.29 millions against the turnover of Rs. 6679.90 millions during financial year 2014-15. The Company has significantly recovered from losses as Net loss during 2015-16 is Rs. (588.61) millions against loss of Rs. (1191.633) millions in 2014-15. The Company''s exports remained stable at 4457.58 millions in 2015-16 against Rs. 4304.30 million during 201415. There has been no change in the nature of business of the company during the year under review. Kindly refer to Management Discussion & Analysis & Corporate Governance Report which forms part of this report.

CONSOLIDATED FINANCIAL PERFORMANCE

Your company recorded a consolidated turnover of Rs. 6674.36 Millions during 2015-16 against the turnover of Rs. 6827.06 Millions during 2014 15. In consolidated terms, the Company suffered a loss of Rs. 586.88 Millions in 2015-16, against loss of Rs. 1193.68 Millions in 2014-15. The Consolidated financial figures include the respective financial figures of the Company''s three subsidiaries and 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

Sh. S R Mehta, (DIN No. 00005668) and Sh. Rishav Mehta, (DIN: 03028663), Directors, retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

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

In accordance with Section 149(11) of the Companies Act, 2013, the current tenure of Independent Directors of the Company (except Sh. Prabhat Khurana) is for a term of 5 consecutive years from the date of their respective date of appointment. Sh. Prabhat Khurana who was appointed as Independent Director for a period of one year w.e.f. 25.03.2015, was re-appointed as Independent Director by the Board for a period of 5 years w.e.f. 25.03.2016. The Board has proposed re-appointment of Sh. Prabhat Khuarana for approval of shareholders in the ensuing AGM. Ms. Preetika Chaubey, Independent Woman Director of the Company, ceased to be a Director w.e.f. 11.08.2016.

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, six Board meetings were held on 16th May 2015, 19th June, 2015, 8th August 2015, 9th October 2015, 24th October 2015 and 10th February, 2016. The details regarding the meetings are given in the Corporate Governance Report.

CORPORATE GOVERNANCE

A Report on Corporate Governance forms part of this Annual 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 1 to this Report.

CORPORATE DEBT RESTRUCTURING

As on 31st March, 2016 some of the CDR Lenders viz. Catholic Syrian Bank, State Bank of Travancore, Allahabad Bank, State Bank of Hyderabad & Central Bank of India have assigned their Loans to Asset Reconstruction Companies (ARC). The Company is making all efforts to make settlement with other Banks and transfer their accounts to ARC. The entire amount of Promoters Contribution required to be infused by the Company as per CDR requirement has been infused during the year. The Company is awaiting necessary approval for the allotment of equity shares to promoters against the promoters contribution infused by them.

DIVIDEND

In view of financial losses, the Board has not recommended any Dividend for the Financial Year 2015-16.

Unpaid dividend outstanding as on 31.03.2016 is Rs. 9.76 lacs (Previous year Rs 13.51 lacs). During the financial year, an amount of Rs. 3.88 lacs was transferred to central government account (IEPF) on account of unpaid dividend for the financial year 2007-08.

EMPLOYEE STOCK OPTION SCHEME

The members of the Company have approved ''Employee Incentive Scheme 2014'' in the Annual general Meeting of the Company held on 30th September, 2014.

The Scheme is being implemented by the Company and the in-principle approval of the Stock Exchanges for Listing of Securities to be issued under the said scheme has been obtained.

The Compensation Committee, Constituted in accordance with the SEBI Guidelines, administers and monitors the Scheme. The applicable disclosures as stipulated under the Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 with regard to Company''s "Employee Incentive Scheme, 2014" are available on the website of the Company at www.indswftlabs.com and the we blink for the same is: http://www.indswiftlabs.com/pages/Disclosure_regarding_Employee_Stock_Options.pdf

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

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

During the year under review, there is no change in Capital Structure of the Company as no new shares were issued.

SUBSIDIARY COMPANIES

As on 31.03.2016, your Company had 3 Subsidiaries. The US subsidiary of the Company viz. Ind-Swift Laboratories Inc. achieved net sales of $ 39,70,118 and recorded a net Profit of $ 63,815. The Singapore Subsidiary viz Meteoric Life Sciences PTE Ltd. has no sales and recorded a net loss of $ 3194.72. The Dubai Subsidiary viz. Ind-Swift Middle East FZE has not started operations yet.

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 each subsidiary and a joint venture is given in Form AOC - 1 as Annexure 2 to this report. The Company has framed a policy for determining material subsidiaries, which has been uploaded on the Company''s website.

STATUTORY AUDITORS

The Statutory Auditors of the Company M/s Jain & Associates, Chartered Accountants (Regd. No.001361N) retire at the conclusion of ensuing Annual General Meeting. They have confirmed their eligibility and willingness to accept the office of Auditors, if reappointed for the year 2016-17. The Audit Committee and the Board of Directors recommend the appointment of M/s Jain & Associates as Statutory Auditors of the Company for the financial year 2016-17 for shareholders approval.

With regard to emphasis of matter contained in the Auditors'' Report, the Board is of the view that the same are self explanatory.

INTERNAL AUDITORS

M/s Anju Sharma & Associates, Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

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, 2017.

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, 2017.

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 201415 issued by M/s V. Kumar and Associates, Cost Auditors, was filed with Ministry of Corporate Affairs within the stipulated time. The Cost Audit Reports for the financial year ended March 31, 2016 will be filed within the prescribed period.

SECRETARIALAUDITORS AND THEIR REPORT

Mr.Vishal Arora, Practicing Company Secretary, was appointed as Secretarial Auditors of the Company for the financial year 2015-16 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by him in the prescribed form MR- 3 is attached as Annexure 3 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 2015-16 which call for any explanation from the Board of Directors.

DEPOSITS

The aggregate amount of fixed deposit outstanding as on 31st March 2016 was Rs. 67.03 crores approx. (previous year Rs. 82.33 crores ).

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

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.

LISTING FEES

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING 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.

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.

PARTICULARS OF EMPLOYEES

Particulars of employees required to be furnished pursuant to the provisions of Section 197 of the Companies Act, 2013 (Act), read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as an Annexure to this Report. However, pursuant to the provisions of Section 136 of the Act, the Report and Accounts are being sent to all the Members excluding the aforesaid Annexure. Members, who are interested in the information, may write to the Company Secretary at the registered office of the Company.

The statement of particulars of appointment and remuneration of managerial personnel pursuant 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure 5 to this 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 6'' to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS 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.

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 7” to this Report. The policy on Related Party Transactions as approved by the Board has been uploaded on the Company''s website www.indswiftlabs.com

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.

CORPORATE SOCIAL RESPONSIBILITY

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.

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 had met separately 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 performance evaluation of all the Directors have been done by the entire Board, excluding the Director being evaluated. The Directors expressed their satisfaction with the evaluation process.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises Mr. K.M.S. Nambiar (Chairman), Dr. J.K. Kakkar, Mr. Pradeep Kumar, Mr. Prabhat Khurana - Independent Directors, Mr. S.V. Singh, Nominee Director and Mr. N.R. Munjal, Vice Chairman cum Managing Director of the Company. The functions performed by the Audit Committee and the particulars of meetings held and attendance thereat are given in the Corporate Governance Report.

VIGIL MECHANISM/WHISTLEBLOWER 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 SEBI (LODR) Regulations, 2015, your Company has in place a ''Whistleblower 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.indswiftlabs.com.

HUMAN RESOURCES

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

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. The details regarding the committee are given in the Corporate Governance Report. During the year, the Committee has not received any complaint related to Sexual harassment.

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, 2016, 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, 2016 and of the profit/ loss 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..

ACKNOWLEDGEMENT

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

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

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

On behalf of the Board of Directors

S.R. Mehta

Non-Executive Chairman

Place : Chandigarh

Date : 11th August, 2016


Mar 31, 2014

Dear Shareowners,

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

FINANCIAL RESULTS (Amount in Millions)

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

Sales (net of excise) and other income 9541.19 11005.49

Profit before Interest, Depreciation, Tax & Amortisation 720.14 641.70

Less: - Interest 1166.20 1396.15

- Depreciation 657.66 543.51

- Impairment of Assets Nil Nil

- Extra Ordinary Item 327.13 (100)

Loss on sale of fixed assets 1.21 1.17

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

Less: - Provision for tax - 0.167

- Income tax adjustment of previous years Nil Nil

- Mat Credit Entitlement Nil Nil

- Provision for Fringe Benefit Tax Nil Nil

- Provision for Deffered Tax (204.55) (9.59)

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

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

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

Transfer to deferred tax liability - -

Provision for Dividend on Equity shares - -

Provision for Equity Dividend Tax - -

Transfer to General Reserve - -

Balance carried forward to Balance sheet 878.18 2105.62

OPERATIONS AND BUSINESS PERFORMANCE

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

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

CONSOLIDATED FINANCIAL PERFORMANCE

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

EXPORTS

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

CORPORATE DEBT RESTRUCTURING

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

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

DIVIDEND

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

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

EMPLOYEE STOCK OPTION SCHEME

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

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

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

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

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

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

SUBSIDIARY COMPANIES

As on 31.03.2014, your Company had 3 Subsidiaries.

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

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

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

AUDITORS

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

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

COST-AUDIT

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

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

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

DEPOSITS

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

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

DIRECTORS

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

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

LISTING FEES

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

INTERNAL CONTROL SYSTEMS

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

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

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

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

PARTICULARS OF EMPLOYEES

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

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

CORPORATE GOVERNANCE

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

HUMAN RESOURCE

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

ACKNOWLEDGEMENT

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

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

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

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


Mar 31, 2013

Dear Shareowners,

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

FINANCIAL RESULTS (Rs in million)

Year Ending Year Ending Particulars 31 March 2013 31 March 2012

Sales (net of excise) and other income 11005.49 13529.00

Profit before Interest, Depreciation, Tax& Amortisation 641.7 2075.81

Less: - Interest 1396.15 845.47

-Depreciation 543.51 398.61

- Impairment of Assets Nil Nil

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

Loss on sale of fixed assets 1.17 1.78

Profit (loss) before Tax (1199.13) 829.95

Less: - Provision for tax 0.167 174.62

- Income tax adjustment of previous years Nil (4.66)

- Mat Credit Entitlement Nil (174.62)

- Provision for Fringe Benefit Tax Nil Nil

- Provision for Deffered Tax (9.59) (29.78)

Profit after Tax (A) (1189.711) 864.40

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

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

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

Balance carried forward to Balance sheet 2105.619 3295.33



OPERATIONS AND BUSINESS PERFORMANCE

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

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

CONSOLIDATED FINANCIAL PERFORMANCE

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

EXPORTS

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

CORPORATE DEBT RESTRUCTURING

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

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

DIVIDEND

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

EMPLOYEE STOCKOPTION SCHEME

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

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

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

CHANGE IN CAPITAL STRUCTURE

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

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

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

SUBSIDIARY COMPANIES

As on 31.03.2013 the Company had 3 Subsidiaries

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

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

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

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

DISINVESTMENT FROM IRAN JOINT VENTURE

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

AUDITORS

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

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

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

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

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

COST-AUDIT

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

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

DEPOSITS

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

DIRECTORS

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

LISTING FEES

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

INTERNAL CONTROL SYSTEMS

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

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

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

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

PARTICULARS OF EMPLOYEES

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

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

CORPORATE GOVERNANCE

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

HUMAN RESOURCE

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

ACKNOWLEDGMENT

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

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

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

On behalf of the Board of Directors

S.R. Mehta

Chairman Chandigarh,

9 August, 2013


Mar 31, 2012

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

Financial Results

(Rs. in million)

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

Sales (net of excise) and other income 13529.00 10301.42

Profit before Interest, Depreciation, Tax & Amortisation 2075.81 1873.14

Less: - Interest 845.47 558.72

- Depreciation 398.61 385.16

- Impairment of Assets Nil 24.14

- Extra Ordinary Item Nil 30.68

Loss on sale of fixed assets 1.78 3.19

Profit before Tax 829.95 871.25

Less: Provision for tax 174.62 179.65

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

- Mat Credit Entitlement (174.62) (179.65)

- Provision for Deferred Tax (29.78) (4.45)

Profit after Tax (A) 864.40 876.16

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

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

Provision for Dividend on Equity shares - 34.22

Provision for Equity Dividend Tax - 5.69

Transfer to General Reserve - 43.81

Balance carried forward to Balance sheet 3295.33 2430.93

Operations and Business Performance

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

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

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

Consolidated Financial Performance

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

Exports

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

Corporate Debt Restructuring

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

Dividend

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

Employee Stock Option Scheme

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

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

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

Change In Capital Structure

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

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

Subsidiary Companies

As on 31.03.2012 the Company had 3 Subsidiaries:

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

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

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

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

Auditors

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

Cost-Audit

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

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

Deposits

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

Directors

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

Management Discussion and Analysis Report

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

Listing Fees

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

Internal Control Systems

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

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

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

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

Particulars of Employees

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

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

Corporate Governance

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

Directors Responsibility Statement

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

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

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

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

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

Human Resource

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

Acknowledgement

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

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

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

On behalf of the Board of Directors

S.R. Mehta

Chairman

Chandigarh, 28th August, 2012


Mar 31, 2011

Dear Shareowners,

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

Financial Results (Rs.in million)

Particulars Year ending Year ending

31st March 2011 31st March 2010

Sales (net of excise) and other income 10312.07 7905.28

Profit before Interest, Depreciation, Tax & Amortisation 1822.44 1446.99

Less: - Interest 569.37 510.63

- Depreciation 385.16 368.00

- Impairment of Assets 24.14 50.18

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

Loss on sale of fixed assets 3.19 1.52

Profit before Tax 871.26 546.64

Less: - Provision for tax 179.65 (102.45)

- Income tax adjustment of previous years 0.45 (4.07)

- Mat Credit Entitlement (179.65) (102.45)

- Provision for Fringe Benefit Tax NIL NIL

- Provision for Deffered Tax (4.45) (37.07)

Profit after Tax (A) 876.16 579.64

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

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

Transfer to deferred tax liability - -

Provision for Dividend on Equity shares 34.22 27.85

Provision for Equity Dividend Tax 5.69 4.73

Transfer to General Reserve 43.81 28.98

Balance carried forward to Balance sheet 2430.93 1638.49

Operations and Business Performance

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

Consolidated Financial Performance

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

Exports

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

Dividend

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

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

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

Employee Stock Option Scheme

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

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

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

Capital Structure

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

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

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

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

Credit Rating

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

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

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

Subsidiaries and Joint Ventures

As on 31.03.2011 the Company had 3 Subsidiaries

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

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

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

Auditors

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

Cost-Audit

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

Deposits

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

Directors

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

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

Management Discussion and Analysis

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

Listing Fees

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

Internal Control Systems and their Adequacy

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

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

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

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

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

Particulars of Employees

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

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

Corporate Governance

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

Directors Responsibility Statement

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

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

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

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

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

Human Resource

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

Acknowledgement

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

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

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

On behalf of the Board of Directors

S.R. Mehta

Chandigarh, 31.08.2011 Chairman


Mar 31, 2010

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

Financial Results (Rs. in million)

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

Sales(net of excise) and other income 7835.52 5881.38

Profit before Interest, Depreciation, Tax & Amortisation 1377.24 1314.4

Less: - Interest 510.63 469.55

- Foreign Exchange fluctuating (69.75) 44.63

- Depreciation 368.82 268.83

- Impairment of Assets 50.18 25.26

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

Loss on sale of fixed assets 1.52 8.99

Profit before Tax 546.64 489.29

Less: - Provision for Taxation 106.52 56.50

- Mat Credit Entitlement (102.45) -

- Provision for Fringe Benefit Tax NIL 3.08

- Provision for Deffered Tax (37.07) 31.84

Profit after Tax (A) 579.64 397.86

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

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

Transfer to deferred tax liability - 114.24

Provision for Dividend on Equity shares 27.85 25.97

Provision for Equity Dividend Tax 4.73 4.41

Transfer to General Reserve 28.98 19.89

Balance carried forward to Balance sheet 1638.49 1120.43



Operations and Business Performance

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

Consolidated Financial Performance

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

Exports

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

Dividend

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

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

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

Employee Stock Option Scheme

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

Capital Structure

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

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

Subsidiaries

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

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

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

Auditors

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

Cost-Audit

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

Deposits

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

Directors

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

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

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

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

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

Management Discussion and Analysis

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

Listing Fees

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

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

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

Particulars of Employees

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

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

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

Internal Control Systems and Their Adequacy

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

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

Corporate Governance

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

Directors Responsibility Statement

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

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

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

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

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

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

Acknowledgement

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

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

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

On behalf of the Board of Directors

S.R. Mehta Chairman

Chandigarh, 25th August, 2010

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