Your Directors presents the 30th Annual Report of the Company together with auditedstatement of accounts for the year ended 31st March 2016.
| || ||(Rs. in Lacs) |
|Particulars ||Year ending 31-03-2016 ||Year ending 31-03-2015 |
|Total Turnover & other Income ||31683.79 ||41903.32 |
|Gross Profit ( Loss) (Before interest and Depreciation) ||(14444.06) ||(6806.77) |
|Interest ||1896.79 ||3992.57 |
|Depreciation ||3635.15 ||3936.33 |
|Provision for deferred tax / MAT ||(17.46) ||(222.91) |
|Net Profit ( Loss) ||(19994.00) ||(14512.76) |
|Balance c/f to balance sheet ||(19994.00) ||(14512.76) |
REVIEW OF BUSINESS OPERATIONS
The financial year 2015-16 continued to be tough year for the company. During financialyear 2015-16 your company achieved a turnover of Rs. 31683.79 lacs against the turnoverof Rs. 41903.32 Lacs during financial year 2014-15. Company suffered a loss of Rs. 19994lacs during 2015-16 against loss of Rs.14512.76 lacs in 2014-15.
Global Business Unit (GBU)
During the year Company made steady growth in the Exports of the Company which grewfrom Rs. 50.93 Cr in the year 2014-15 to Rs. 99.15 Cr in 2015-16. The same was achievedthrough the Global Business Unit of the Company which focused on the exports of thecompany's products.
Your Company recovered from the big setback due to regulatory conditions of (EuropeanDrug Regulatory Authority) MHRA Audit Report. In 2015 Company receive the MHRA approvaland it has now streamlined the exports to European markets. Apart from European marketyour company is concentrating on Middle East South Africa and Russia which would givepositive results in the current and coming years. We are expecting more dossier approvalsin the coming years from various countries which will give further boost to our exportcontribution.
REFERENCE TO BIFR
Due to erosion of the net worth of the Company due to continuous losses the Companyhas filed a reference to Board for Industrial and Financial Restructuring (BIFR) NewDelhi under the Sick Industrial Companies Act (SICA).
During the year under review there is no change in the directorship of the Company.
Pursuant to the provisions of Section 152 of the Act Dr Gopal Munjal (DIN No.00005196) and Dr Vikrant Rai Mehta (DIN No. 00010756) retire by rotation at the ensuingAnnual General Meeting and being eligible offer himself for re-appointment. The Boardrecommends their re-appointment.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under the applicableprovisions of Section 149 of the Companies Act 2013.
During the year five Board meetings were held on 04th May 2015 10th August 201507th November 2015 12th February 2016 and 12th March 2016. The details regarding themeetings are given in the Corporate Governance Report.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of it's knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
a) That in the preparation of the annual financial statements for the year ended March31 2016; the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b) That such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2016 and of the profit of the Company for the year ended on thatdate;
c) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
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 financialcontrols were adequate and were operating effectively.
f) That systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
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 & RemunerationCommittee has formulated a framework containing inter-alia the criteriafor performance evaluation of the entire Board of the Company its Committees andIndividual Directors including Independent Directors.
The Independent Directors had met separately without the presence of Non-IndependentDirectors 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 theCompany after taking into consideration the views of executive and Non-ExecutiveDirectors.
The Nomination and Remuneration Committee has also carried out evaluation of everyDirector's performance. The performance evaluation of all the Independent Directors havebeen done by the entire Board excluding the Director being evaluated. On the basis ofperformance evaluation done by the Board it shall be determined whether to extend orcontinue their term of appointment whenever the respective term expires.
The Directors expressed their satisfaction with the evaluation process.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
In compliance with the provisions of Section 177(9) of the Companies Act 2013 read withRule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 22of SEBI (LODR) Regulations 2015 the Company has in place a "Whistle BlowerPolicy" which provides an opportunity to the directors and employees to raiseconcerns about unethical and improper practices or any other wrongful conduct in or inrelation to the company. The details of the Whistleblower Policy are stated in theCorporate Governance Report and the said Policy has been uploaded on the Company's websitewww.indswiftltd.com and the web link to the same isww.indswiftltd.com/whistle-blower-policy.php.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
As on March 31 2016 the Company does not have any Subsidiary or Joint venture.
The company has M/s Ind Swift Laboratories Limited as its Associate Company
Pursuant to the first proviso to Section 129(3) of the Companies Act 2013 and Rules 5and 8(1) of the Companies (Accounts) Rules 2014 the salient features of the financialstatements performance and financial position of associate is given in Form AOC - 1enclosed as Annexure 1 to this report. The Company has framed a policy fordetermining material subsidiaries which has been uploaded on the Company's website andthe web link to the same is http://www.indswiftltd.com/material-subsidiary.php.
In view of inadequacy of profits the Board does not recommend any Dividend for theFinancial Year 2015-16.
Unpaid dividend outstanding as on 31.03.2016 is Rs 8.34 Lakhs ( Previous year Rs 12.98Lakhs) During the Financial Year an amount of Rs 464633/- was transferred to CentralGovernment Account (Investor Education and Protection fund) on account of unpaid dividendfor financial year 2007-08.
The details of fixed deposits during the year under review are furnished hereunder :
|1 Amount of Deposits at the beginning of Financial Year 2015-16 ||Rs. 4082.39 Lakhs |
|2 Amount of deposits accepted or renewed during year ||NIL |
|3. Amount of deposit repaid during the year ||Rs. 870.62 Lakhs |
|4. Amount of deposits outstanding at the end of year ||Rs. 3211.77 Lakhs |
The hon'ble Company. Law Board vide its order No. CP No. 27/02/2013 dated 30/09/13 hasgranted extension of time in repayment of deposits. Now the Company is making repayment tothe fixed deposit holders in terms of the aforesaid order of hon'ble CLB.
RELATED PARTY TRANSACTIONS
All related party transactions entered into during the financial year were on an arm'slength basis and in the ordinary course of business. No related party transaction was inconflict with the interest of the Company. No materially significant related partytransaction was made by the Company with the Key Managerial Personnel. As prescribed bySection 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 "Annexure2 " to this Report. The policy on Related Party Transactions as approved by theBoard has been uploaded on the Company's website www.indswiftltd.com
Even though the provision of Regulation 21 of the SEBI (LODR) Regulations 2015regarding constitution of Risk Management Committee are not applicable on the Company theBoard has constituted a Risk Management Committee. The details of the Committee and itsterms of reference are set out in the Corporate Governance Report.
Your Company is of the firm opinion that efficiency of its employees plays a key rolein achieving set goals and building a competitive work environment.
The Company is committed to provide a protective environment at workplace for all itswomen employees. To ensure that every woman employee is treated with dignity and respectand as mandated under "The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013" the Company has constituted "InternalComplaints Committee" for prevention of sexual harassment of its women employees.During the year the Committee has not received any complaint related to Sexualharassment.
CHANGES IN CAPITAL STRUCTURE AND LISTING OF SHARES
During the year under review there was no change in either the Authorized or Paid upshare capital of the company. The company has not issued any Employee Stock Option Plans(ESOP).
The Company's shares are listed on the National Stock Exchange of India Limited (NSE)and Bombay Stock Exchange Limited (BSE) and are actively traded.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 (2) (e) of the SEBI (LODR) Regulations 2015 is presented in aseparate section forming part of the Annual Report
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 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 Actare given in the notes to the Financial Statements forming part of the Annual Report.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 92 (3) of the Companies Act 2013 extract of theAnnual Return in Form MGT-9 is given in 'Annexure 3 ' to this Report.
NOMINATION AND REMUNERATION POLICY
The Company has a Nomination and Remuneration Policy. In compliance with the provisionsof Sections 134(3)(e) and 178 of the Companies Act 2013 and Regulation 19 read with PartD of Schedule II of the SEBI (LODR) Regulations 2015 the Nomination & RemunerationCommittee:
i) has formulated criteria for determining qualifications positive attributes andindependence of a director and recommends to the Board Policy relating to remunerationfor directors KMP and other employees;
ii) has formulated the evaluation criteria for performance evaluation of independentdirectors and the Board;
iii) has devised a policy on Board diversity.
iv) identifies persons who are qualified to become directors or may be appointed inSenior Management in accordance with criteria laid down and recommend to the Board theirappointment and removal;
v) recommends to the Board whether to extend or continue the term of appointment of theindependent director on the basis of the report of performance evaluation of independentdirectors.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Companies Act 2013 regarding Corporate Social Responsibility are notapplicable to your Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under 134(3)(m) of the Companies Act 2013 read with Rule8 of The Companies (Accounts) Rules 2014 relating to conservation of energy technologyabsorption and foreign exchange earnings and outgo are given in Annexure 4.
The Audit Committee comprises of Dr V.K. Arora Chairman and Dr. R.S Bedi IndependentDirector Mr. S.P Sharma Independent Director Dr Gopal Munjal Permanent Invitee. Thefunctions performed by the Audit Committee and the particulars of meetings held andattendance thereat are given in the Corporate Governance Report.
The Statutory Auditors of the Company M/s J.K. Jain & Associates CharteredAccountants (Regd. No.004025N) retire at the conclusion of ensuing Annual General Meeting.They have confirmed their eligibility and willingness to accept the office of Auditors ifreappointed for the year 2016-17. The Audit Committee and the Board of Directors recommendthe appointment of M/s J.K. Jain & Associates as Statutory Auditors of the Company forthe financial year 2016-17 for shareholders approval.
EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE STATUTORY AUDITORS IN THEIR REPORT.
Regarding observations/ qualifications made by the Auditors the Directors have tostate as under:-
1. In view of the financial crisis being faced by the company Company is findingdifficulties in making payment of dues to the banks/ financial institutions i.e. interestand installments in terms of the CDR package approved by CDR EG vide letter dated27.12.2012. Hence accounts pertaining to Cash Credit (CC) Term Loans (TL) WorkingCapital Term Loans (WCLT) and Funded Interest Term Loans (FITL) with some banks have beendeclared as NPAs by respective banks due to non payment of dues on time. Such banks havenot charged interest on CC TL WCTL & FITL accounts post such accounts becomingNPAs. The interest on such loan accounts will be accounted for by the company as and whenthe bank charges the same in account.
2. Interest Accrued on fixed deposit during the year for Rs 289.93 lacs has not beenprovided in accounts as the same is payable to fixed deposit holders at the time ofmaturity of fixed deposits as per the scheme approved by the Company Law Board asmentioned above.
3. The impairment study is still an ongoing process and no estimation is possible atthis stage.
COST-AUDITORS AND THEIR REPORT
M/s. V. Kumar & Associates Cost Accountants have been duly appointed as CostAuditors of the Company for audit of cost accounting records which are covered under theCost Audit Rules for current financial year ending March 31 2017.
As required by Section 148 of the Companies Act 2013 necessary resolution has beenincluded in the Notice convening the Annual General Meeting seeking ratification by theMembers to the remuneration proposed to be paid to the Cost Auditors for the financialyear ending March 31 2017.
The Cost Audit Reports are required to be filed within 180 days from the end of thefinancial year. The Cost Audit Reports for the financial year 2014-15 issued by M/s V.Kumar and Associates Cost Auditors was filed with Ministry of Corporate Affairs. TheCost Audit Reports for the financial year ended March 31 2016 will be filed within theprescribed period.
SECRETARIAL AUDITORS AND THEIR REPORT
Mr.Vishal Arora Practising Company Secretary was appointed as Secretarial Auditor ofthe Company for the financial year 2015-16 pursuant to Section 204 of the Companies Act2013. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 isattached as Annexure 5 and forms part of this report. There are no qualificationsor observations or other remarks of the Secretarial Auditors in the Report issued by themfor the financial year 2015-16 which call for any explanation from the Board of Directors.
A Report on Corporate Governance forms a part of this Report. The Auditors' certificatecertifying compliance with the conditions of Corporate Governance under Regulation 34(3)read with Schedule V of the SEBI (LODR) Regulations 2015 is annexed as Annexure 6 tothis Report.
PARTICULARS OF EMPLOYEES
Particulars of employees required to be furnished pursuant to the provisions of Section197 of the Companies Act 2013 (Act) read with Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are given as an Annexure to thisReport. However pursuant to the provisions of Section 136 of the Act the Report andAccounts are being sent to all the Members excluding the aforesaid Annexure. Members whoare interested in the information may write to the Company Secretary at the registeredoffice of the Company.
The statement of particulars of appointment and remuneration of managerial personnelpursuant 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 Annexure7 to this Report.
Your Directors would like to express their gratitude for the assistance andco-operation received from the Bankers and Government Authorities and also thanks theShareholders for the confidence reposed by them in the Company and Look forward to theirvaluable support for the future plans of the Company. Directors also thank itsdistributors agents stockiest retail traders medical professionals employees andcustomers for their continued patronage of the company products.
| ||On behalf of the Board of Directors |
|Place: Chandigarh ||S.R. Mehta |
|Date: 03.09.2016 ||Chairman |