Your Directors have great pleasure in presenting the 23rd Annual Report together withaudited statement of accounts for the year ended 31st March 2018.
Summary of your Company's financial performance both standalone and consolidated forthe 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 has increased to Rs. 5025.28Millions during 2017-18 achieved a turnover of Rs.7312.97 Millions against as compared to4509.30 Millions in 2016-17. There the turnover of Rs 6937.10 millions during financialhas been no change in the nature of business of the year 2016-17. The Company has achievedNet company during the year under review. Kindly refer profit of Rs.163.61 millions in2017-18 against loss of to Management Discussion & Analysis & Corporate Rs. 397.51millions in 2016-17. The Company's export Governance Report which forms part of thisreport.
CONSOLIDATED FINANCIAL PERFORMANCE
Your company recorded a consolidated turnover of Rs.7654.83 Millions during 2017-18against the turnover of Rs.7162.25 Millions during 2016-17. In consolidated terms theCompany earned a Net Profit of Rs 206.57 Millions during 2017-18 against loss ofRs.391.61 Millions in 2016-17. The Consolidated financial figures include the respectivefinancial figures of the company's three subsidiaries and one associate company. Asrequired under the provisions of the Companies Act 2013 and SEBI (LODR) Regulations 2015Audited Consolidated Financial Statements form part of the Annual Report and the same areannexed 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 companythat occurred between the end of the financial year of the company i.e March 312018 andthe date of the Directors Report i.e 14th August 2018 are as under: i) Company raised asum of Rs.424.50 crores from the private placement of the 4245 10% Secured ListedRated Non-Convertible Debentures of Rs.1000000/- each through the Electronic BookBuilding mechanism of the Bombay Stock Exchange. These NCDs are listed at Bombay StockExchange. 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 fromthe issue of the NCDs and OCDs were utilized mainly for the settlement of the outstandingdebt of the Company. iv) Company also allotted 1771949 equity shares at PAR to variousTrusts managed by Edelweiss Assets Reconstruction Company limited ( EARCL ) towards theconversion of the existing Debt to the tune of Rs.11.60 crores and the restructuring ofthe balance debt.
During the year the Company lost Sh. K.M.S. Nambiar an Independent Director who hadbeen associated with the Company since 2001. He was also the Chairman of the AuditCommittee of the Company. The Board will miss his presence as the key contributor to theactivities of the Audit Committee and the Board.
Ms. Poonam Maini was appointed as an Independent Women Director on 11.05.2018 in placeof Ms. Preetika Chaubey who resigned on 13th February 2018. Sh. J.S.Ahluwalia wasappointed as the independent Director w.e.f. 08.06.2018. The Board has proposedappointment of Ms. Poonam Maini and Sh. J.S. Ahluwalia for approval of shareholders in theensuing AGM.
The Company has received necessary declaration from all the Independent Directors underSection 149(7) of the Companies Act 2013 confirming that they meet the criteria ofindependence as laid down in Section 149(6) of the Companies Act 2013 and the ListingRegulations.
Pursuant to Section 149 152 and other applicable provisions of the Companies Act2013 one-third of such of the Directors as are liable to retire by rotation shall retireevery 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) Directorswill retire by rotation at the ensuing AGM and being eligible offer themselves forre-appointment in accordance with provisions of the Companies Act 2013.
A brief resume of the Directors proposed to be reappointed the nature of theirexpertise in specific functional areas names of companies in which they have heldDirectorships committee memberships/ chairmanships their shareholding etc. arefurnished in the explanatory statement to the notice of the ensuing AGM. The Directorsrecommend 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 14.09.201714.12.2017 13.02.2018 21.02.2018 & 06.03.2018 . The details regarding the meetingsare given in the Corporate Governance Report.
A Report on Corporate Governance forms part of this Annual Report. The Auditors'certificate certifying compliance with the conditions of Corporate Governance underRegulation 34(3) read with Schedule V of the SEBI (LODR) Regulations 2015 is annexed asAnnexure 1 to this Report.
In view of inadequacy of profits the Board does not recommend any Dividend for theFinancial Year 2017-18.
KEY MANAGERIAL PERSONNEL
Mr. N.R.Munjal Vice Chairman cum Managing Director Sh. Himanshu Jain Jt. ManagingDirector Sh. Rishav Mehta Executive Director and Sh. Pardeep Verma AVP-CorporateAffairs & 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 IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 (The Rules') allunpaid 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 paidor claimed by the shareholders for seven consecutive years or more shall also betransferred to the demat account created by the IEPF Authority. Accordingly the Companyhas 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 therequirements of IEPF rules details of which are provided on the Company websitewww.indswiftlabs. com.
The dividends for following years which remain unclaimed for seven years from the dateit is lying in the unpaid dividend account will be transferred to IEPF in accordance withthe schedule given below. Shareholders who have not encashed their dividend warrantsrelating to the dividends specified below are requested to immediately send their requestfor issue of duplicate warrants. The details of unclaimed dividends up to the financialyear ended 31.03.2011 are also available on the website of the Companywww.indswiftlabs.com. Once unclaimed dividend is transferred to IEPF no claim shall liein respect thereof with the Company.
|Finan- cial Year ||Type of Divi- dend ||Divi- dend Rate % ||Date of declaration ||Due date for transfer to IEPF |
|2010-11 ||Final ||10 ||26/09/2011 ||02/12/2018 |
EMPLOYEE STOCK OPTION SCHEME
During the year 537631 options were exercised by the employees after vesting.Accordingly the Company has made the allotment of 537631 equity shares on 21st August2017 against the options exercised by the employees.
During the financial year 2017-18 there has been no change in the Employees StockOption Plan (Employee Incentive Scheme 2014) of the Company. Further it is confirmedthat the ESOP Scheme of the Company is in compliance with SEBI (Share Based EmployeeBenefits) Regulations 2014.
The applicable disclosures as stipulated under Regulation 14 of SEBI (Share BasedEmployee Benefits) Regulations 2014 with regard to Employees Stock Option Plan of theCompany are available on the website of the Company at www.indswiftlabs.com and weblinkfor the same is: http://www.indswiftlabs. com/pages/Disclosurefiregarding_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 theyear under review the Company has not issued any shares with differential voting rights orsweat Equity . The Company however allotted 537631 equity shares upon the conversion ofthe 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.
As on 31.03.2018 your Company had 3 Subsidiaries. The US subsidiary of the Companyviz. Ind-Swift Laboratories Inc. achieved net sales of USD 10595896 and recorded a netProfit of USD 659766. The Singapore Subsidiary Viz Meteoric Life Sciences PTE Ltd. has nosales and recorded a net loss of USD 1613. There is no significant transaction in theCompany'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 5and 8(1) of the Companies (Accounts) Rules 2014 the salient features of the financialstatements performance and financial position of each subsidiary and a joint venture isgiven in Form AOC - 1 as Annexure 2 to this report. The Company has framed a policy fordetermining material subsidiaries which has been uploaded on the Company's website.
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the rulesframed thereunderthe Company in its Annual General Meeting held on 26th day ofSeptember2017 has appointed M/s
Avishkar Singhal & Associates Chartered Accountants (Firm Reg. No. 017362N) as theStatutory Auditors of the Company for a period of Five Consecutive years from theconclusion of the 22nd Annual general Meeting till the conclusion of the 27th AnnualGeneral Meeting of the Company to be held in the year 2022. The Companies Amendment Act2017 has dispensed the ratification of auditors appointment at every Annual GeneralMeeting . Accordingly the Ordinary Business Agenda item relating to the ratification ofthe Statutory Auditors appointment is not placed in the AGM notice.
The Auditor's Report for the Financial Year 2017-18 does not contain any qualificationreservation or adverse remark. With regard to emphasis of matter contained in theAuditors' Report the Board is of the view that the same are self explanatory.
M/s. Jain and Associates were appointed as Internal Auditors of the Company upto 31stMarch 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 2018-19also. They will conduct the Internal Audit of the Company as required under Section 138 ofthe Companies Act and their reports are reviewed by the Audit committee and the Board fromtime to time.
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 financial year ending March 31 2019.
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 2019.
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 2016-17 issued by M/s V.Kumar and Associates Cost Auditors was filed with Ministry of Corporate Affairs withinthe stipulated time. The Cost Audit Reports for the financial year ended March 31 2018will be filed within the prescribed period.
Further in compliance to the Companies (Accounts) Amendment Rules 2018 dated 31stJuly2018 this is to confirm that maintenance of cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013 is required bythe Company and accordingly such accounts and records are made and maintained by theCompany.
SECRETARIAL AUDITORS AND THEIR REPORT
Mr.Vishal Arora Practising Company Secretary was appointed as Secretarial Auditors ofthe Company for the financial year 2017-18 pursuant to Section 204 of the Companies Act2013. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 isattached as Annexure 3 and forms part of this report. There are no qualifications orobservations or other remarks of the Secretarial Auditors in the Report issued by them forthe 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 REPORTABLETO THE CENTRAL GOVERNMENT
The Statutory Auditors Cost Auditors or Secretarial Auditors of the Company have notreported any frauds to the Audit Committee or to the Board of Directors under Section143(12) of the Companies Act 2013 including rules made there under.
The aggregate amount of fixed deposit outstanding as on 31st March 2018 was Rs.31.84crores 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 repaymentof deposits. Now the Company is making repayment to the fixed deposit holders in terms ofthe aforesaid order of Hon'ble CLB.
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 a separate sectionforming part of the Annual Report
The Annual Listing fee for the year under review has been paid to The BSE Limited andThe 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 Rule8 of The Companies (Accounts) Rules 2014 relating to conservation of energy technologyabsorption and foreign exchange earnings and outgo are given in
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 attributesand independence of a director and recommends to the Board Policy relating toremuneration for directors KMP and other employees; ii) has formulated the evaluationcriteria for performance evaluation of independent directors and the Board; iii) hasdevised a policy on Board diversity. iv) identifies persons who are qualified to becomedirectors or may be appointed in Senior Management in accordance with criteria laid downand recommend to the Board their appointment and removal; v) recommends to the Boardwhether to extend or continue the term of appointment of the independent director on thebasis of the report of performance evaluation of independent directors.
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 5 to this Report. Particulars of remuneration of employees required to befurnished 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.
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 6' to this Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
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 related notes to the Financial Statements forming part of the AnnualReport.
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. Material related party transactions wereentered into by the Company only with its subsidiaries. No materially significant relatedparty transaction was made by the Company with the Key Managerial Personnel. As prescribedby 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 asapproved by the Board has been uploaded on the Company's website www.indswiftlabs.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.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of the Companies Act 2013 regarding the Corporate SocialResponsibility are applicable on the Company from the current financial year. The Companyis however pursuing as part of its corporate philosophy an unwritten CSR policyvoluntarily which goes much beyond mere philanthropic gestures and integrates interestwelfare and aspirations of the community with those of the Company itself in anenvironment of partnership for inclusive development.
PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
PursuanttoapplicableprovisionsoftheCompaniesAct 2013 and SEBI (LODR) Regulations 2015the Board in consultation with its Nomination & Remuneration Committee hasformulated a framework containing inter-alia the criteria for performance evaluation ofthe entire Board of the Company its Committees and Individual Directors includingIndependent 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.
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee comprises of Mr. Prabhat Khurana Chairman Dr. J.K. Kakkar Sh.S.P.Sharma Independent directors and Mr. S.V. Singh Nominee Director Mr. N.R. MunjalVice Chairman cum Managing Director of the Company. Mr. K.M.S.Nambiar IndependentDirector has ceased to be a member of the Committee due to Untimely Death w.e.f. 11thMarch 2018. The functions performed by the Audit Committee and the particulars ofmeetings 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 readwith Rule 7 of the Companies (Meetings of Board and its Powers) Rules2014andSEBI(LODR)Regulations2015yourCompany has in place a Whistleblower Policy'which provides an opportunity to the directors and employees to raise concerns aboutunethical and improper practices or any other wrongful conduct in or in relation to theCompany. The details of the Whistleblower Policy are stated in the Corporate GovernanceReport and the said Policy has been uploaded on the Company's websitewww.indswiftlabs.com.
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 regularlyconducts various programs at different levels so as to ensure that a vibrant and motivatedwork-force leads to achievement of the defined goals. Employee relations continued to theharmonious 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 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" and in its full compliance the Company hasconstituted "Internal Complaints Committee" for prevention of sexual harassmentof its women employees. During the year the Committee has not received any complaintrelated to Sexual harassment.
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 annualfinancial statements for the year ended March 31 2018 the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any; b) that such accounting policies as mentioned in Notes to theFinancial Statements have been selected and applied consistently and judgement andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2018 and of the profit of theCompany for the year ended on that date; c) that proper and sufficient care has been takenfor the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d) that the annual financial statements havebeen prepared on a going concern basis; e) that proper internal financial controls were inplace 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 placeand were adequate and operating effectively.
Your Directors thank all the employees for their sincere efforts active involvementand devoted services rendered.
Your Directors thank the shareholders of the Company for the confidence reposed in theManagement of the Company.
Your Directors place on record their gratitude to the Customers Suppliers company'sBankers and Financial Institutions for their support and cooperation during the year underreview.
On behalf of the Board of Directors
Dated: 14th August 2018