Your Directors presents the 31st Annual Report of the Company together with auditedstatement of accounts for the year ended 31st March 2017.
| || ||(Rs. In Lacs) |
| || |
Year ending 31-03-2017
Year ending 31-03-2016
|Total Turnover ||27813.20 ||32025.33 |
|Gross Profit ( Loss) ||(36291.47) ||(19976.54) |
|Interest ||1631.59 ||1896.79 |
|Depreciation ||3573.22 ||3635.15 |
|Provision for deferred tax || || |
|Net Profit ( Loss) ||(36380.82) ||(19994.00) |
|Balance c/f to balance sheet ||(36380.82) ||(19994.00) |
REVIEW OF BUSINESS OPERATIONS
The financial year 2016-17 continued to be a tough year for the company. Duringfinancial achieved a turnover of Rs. 27813.20 lacs against the turnover of Rs. 32025.33Lacs during financial year 2015-16. Company suffered a loss of Rs. 36380.82 lacsduring 2016-17 against loss of Rs.19994 lacs in 2015-16.
CONSOLIDATED FINANCIAL PERFORMANCE
Your company recorded a consolidated turnover of Rs. 27813.20 Lacs during 2016-17against the turnover of Rs. 32025.33 Lacs during 2015-16. In consolidated terms theCompany suffered a loss of Rs. 37224.88 Lacs against loss of Rs. 21359.04 Lacs in
2015-16. The Consolidated financial figures include the respective financial
As required under the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 Audited Consolidated financial Statements form part of the Annual Report and thesame are annexed to this Report.
During the year under review Prof Arundeep Ahluwalia Independent Director Mr AshokKumar Gupta Independent Director Mrs Veena Dadwal Independent Women Director and Dr R SBedi Independent Director resigned from the Directorship of the Company w.e.f.03/10/2016 13/02/2017 13/02/2017 and 30/05/2017 respectively.
Sh Subhash Chander Galhotra Independent Director Sh Jatender Kumar KakkarIndependent Director and Ms Anoop Michra Independent Women Director joined the Board ofthe Company w.e.f. 31/12/2016 13/05/2017 and 06/05/2017 respectively for a term of fiveyears.
Pursuant to the provisions of Section 152 of the Act Sh S R Mehta (DIN No. 00005668)and Sh Rishav Mehta (DIN No. 03028663) Directors retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offer themselves 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 fiveBoardmeetingswereheldon30 th May 2016 10th August 2016 03rdSeptember 2016 10th November 2016 and 13thf ebruary 2017. The details regarding themeetings are given in the Corporate Governance Report.
PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to applicable provisions of the Companies Act 2013 and SEBI (LODR)Regulations 2015 the Board in consultation with its Nomination & RemunerationCommittee has formulated a framework containing inter-alia the criteria forperformance evaluation of the entire Board of the Company its Committees and IndividualDirectors 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 everyDirectors performance. The performance evaluation of all the Independent Directorshave been done by the entire Board excluding the Director being evaluated. On the basisof performance 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.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their 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 2017; 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 2017 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.
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 Companyswebsite www.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 2017 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 Companys websiteand the web link to the same is http://www.indswiftltd.com/material-subsidiary.php.
In view of inadequacyofprofitstheBoard does not recommend any Dividend for theFinancial Year 2016-17.
Unpaid dividend outstanding as on 31.03.2017 is Rs 5.67 Lakhs ( Previous year Rs 8.34Lakhs) During the financial Year an amount of Rs 267390 was transferred to CentralGovernment account (Investor Education and Protection fund) on account of unpaid dividendfor financial year 2008-09.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to provisions of Section 124(6) of the Companies Act 2013 (Act) read withInvestor Education and Protection fund Authority (Accounting Audit Transfer and Refund)Rules 2016 (IEPf Rules) the Company is required to transfer all unpaid or unclaimeddividends after the completion of 7 (seven) consecutive years to Investor Education andProtection fund (IEPf) established by the Central Government. further according to therules the shares in respect of which dividend has not been paid or claimed by theshareholders for seven consecutive years or more shall also be transferred to the demataccount created by the
IEPF Authority. The Company has transferred the unclaimed and unpaid Dividends for thefinancial year 2008-09 to IEPF. Further the corresponding shares will be transferred asper the requirements of IEPf rules details of which are provided on the Company websitewww.indswiftltd.com.
The dividends which remain unclaimed for seven years from the date it is lying in theunpaid dividend account will be transferred to IEPF. Shareholders who have not encashedtheir dividend warrants relating to the dividends specified on the website are requestedto immediately send their request for issue of duplicate warrants. The details ofunclaimed dividends up to the financial year ended 31.03.2011 are available on the websiteof the Company www.indswiftltd.com. Once unclaimed dividend is transferred to IEPf noclaim shall lie in respect thereof with the Company.
The Hon'ble Company Law Board vide its order No. CP No. 27/02/2013 dated 30/09/2013 hadgranted extension of time in repayment of deposits. As the Company has incurred furtherlosses the Company has filed a fresh Petition with Honble NCLT Chandigarh Benchfor grant of further extension in repayment of the outstanding deposits and the same is inprocess.
RELATED PARTY TRANSACTIONS
All related party transactions entered into during the financial year were on anarms length basis and in the ordinary course of business. No related partytransaction was in conflict with the interest of the Company.Nomateriallysignificantrelated party transaction was made by the Company with the KeyManagerial Personnel. As prescribed by Section 134(3)(h) of the Companies Act 2013 andRule 8(2) of the Companies (Accounts) Rules 2014 particulars of related partytransactions are given in form AOC-2 as "Annexure 2 " to this Report.The policy on Related Party Transactions as approved by the Board has been uploaded on theCompanys website www.indswiftltd.com
REFERENCE TO BIFR
The Company filed reference with BIFR during the year 2015-16. The Ministry of Financevide a notification dated 25 th November 2016 has repealed the Sick Industrial Companies(Special Provisions) Act 1985 (SICA) with effect from 01st December 2016. Due tothis the proceedings pending before BIfR stands abated.
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.
CHANGES IN CAPITAL STRUCTURE AND LISTING OF SHARES
During the year under review there was no change in the Authorized share capital ofthe company. The paid up share Capital of the Company however increased from Rs 2426.94Lacs to Rs 2503.29 Lacs .The company has issued 3817712 equity shares to promoters andpromoters group on preferential basis in terms of CDR package of the company on13.02.2017.
The Companys 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
Managements Discussion and Analysis Report for the year under review asstipulated under Regulation 34 (2) (e) of the SEBI (LODR) Regulations 2015 is presentedin a separate 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 theAct are given in the notes to the financial Statements forming part of the Annual Report.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 92 (3) of the Companies Act 2013 extract of 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 to theBoard Policy relating to remuneration for 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
The functions performed by the Audit Committee and the particulars of meetings held andattendance thereat are given in the Corporate Governance Report.
Under Section 139 of the Companies Act 2013 and the rules made thereunder it ismandatory to rotate the Statutory Auditors on completion of the maximum term permittedunder the said section. The Audit Committee of the Company has proposed and on 26thAugust 2017 the Board of Directors of the Company has recommended the Appointment of M/sJain & Associates Chartered Accountants (ICAI firm Reg. No. 001361N) as the StatutoryAuditors of the Company. M/s Jain & Associates will hold office for a period of FiveConsecutive years from the conclusion of the 31st Annual general Meeting till theconclusion of the 36th Annual General Meeting of the Company to be held in the year 2022subject to the approval of the shareholders of the Company.
The first year of Audit will be the Financial Statements for the Financial Year 2017-18including the audit of the quarterly results.
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 Financial crisis being faced by the Company Company is findingdifficulties in making payment of banks/ financial institutions i.e. interest andinstallments in terms of the CDR package approved by CDR EG vide letter dated 27.12.2012 (CDR package withdrawn vide CDR-EG letter dated 27.01.2016). Hence accounts pertaining toCash Credit (CC) Term Loans (TL) Working Capital Term Loans (WCTL) funded Interest TermLoans (fITL) with the banks have been declared as NPAs by respective banks due to non-payment of dues on time. Some of the banks have not charged interest on CC TL WCTL &fITL accounts post such accounts becoming NPAs. The interest on such loan accounts will beaccounted for by the company as and when the bank charges the same in account.
2. Interest accrued on fixed deposit during the year for Rs 249.50 Lacs has is payableto fixed deposit holders at the time of maturity of fixed deposits as per the schemeapproved by Company Law Board as mentioned 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 2018.
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 offinancial year 2015-16 issued by M/s V. Kumar and Associates Cost Auditors was filedAudit Reports for the financial year ended March 31 2017 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 2016-17 pursuant to Section 204 of the Companies Act2013. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 isattached as Annexure or observations or other remarks of 5 andformspartofthis report. There are no qualifications the Secretarial Auditors in the Reportissued by them for the financial year 2016-17 which call for any explanation from theBoard of Directors.
A Report on Corporate Governance forms a part of this Report. The Auditorscertificate certifying compliance with the conditions of Corporate Governance underRegulation 34(3) read with Schedule V of the SEBI (LODR) Regulations 2015 is annexed as Annexure6 to this 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.
PARTICULARS OF EMPLOYEES
Particulars of remuneration of employees required to be furnished pursuant to theprovisions of Section 197 (12) of the Companies Act 2013 (Act) read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenas Annexure 7 to this Report. Particulars of remuneration of employees required tobe furnished in terms of Rules 5(2) and 5(3) of the said Rules forms part of this Reportwhich shall be provided to Members upon written request pursuant to the second proviso ofRule 5. Particulars of remuneration of employees are available for inspection by Membersat the registered office of the Company during business hours on all working days up tothe date of the forthcoming AGM.
Your Directors would like to express their grateful appreciation for the assistance andco-operation received from the Bankers and Government Authorities and also thanks theShareholders for the confidence reposed by to their valuable support for the future plansof the Company. Directors also thank its Distributors agents stockiest retail tradersmedical professionals employees and customers for their continued patronage of thecompany products.
| ||On behalf of the Board of Directors |
|Place: Chandigarh ||S R Mehta |
|Date: 26.08.2017 ||Chairman |