Dear Shareholders,
Your directors have pleasure in presenting the 38th Annual Report of the business and operations along with the Audited Financial Statements of the Company for the financial year ended on March 31, 2024.This report covers the financial results and other developments during the financial year from April 1, 2023 to March 31, 2024, in compliance with the applicable provisions of Companies Act, 2013, ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").
FINANCIAL RESULTS
The Financial performance of the Company for the year ended March 31, 2024 is summarized below: -
*Notes- 1. The company's wholly owned subsidiaryindswift India limited was set up in Kenya in the month of May 2022 and is yet to commence commercial operations.
REVIEW OF BUSINESS OPERATIONS
The Company's working during the year was very satisfactory. During the Financial Year 2023-24, your company earned revenue from operations of Rs. 50224.77 Lacs against Rs. 41095.84 Lacs during financial year 2022-23. The export turnover of the Company in the Financial Year 2023-24 was Rs.37961.79 Lacs as compared to Rs. 28266.25 Lacs in the previous financial year. The Company earned a Net Profit after tax of Rs. 1423.13 Lacs during FY 2023-24 against Net Profitafter tax of Rs. 2603.67 Lacs in FY 2022-23. During the year, your Company earned an EBIDTA of Rs. 6370 Lacsas compared to Rs. 5113 Lacs in the previous financial year. There has been no change in the nature of business of the Company during the year under review.
CONSOLIDATED FINANCIAL PERFORMANCE
In compliance with the provisions of Ind AS-110 on Consolidation of Financial Statements read with Ind AS-28 on Accounting for Investments in Associates and Joint Ventures and as prescribed under the provisions of the Act read with Schedule III of the Act and Rules made thereunder and the Listing Regulations, the Audited Consolidated Financial Statements are provided in the Annual Report, which show the financial resources, assets,liabilities, income, profits and other details of the Company,its associate companies and its subsidiary companies.
In the year 2022, your company had set up a wholly owned subsidiary i.e., Indswift India Limited in the Republic of Kenya to facilitate thepromotion of the Company's products in Kenya. However, the wholly owned subsidiary is yet to commence commercial operations.
The company earned a consolidated revenue from operations of Rs. 50224.77 lacs during the Financial Year ended March 31, 2024. The Company earned a consolidated Net Profit of Rs. 1423.13 Lacs during FY 2023-24. During the year, the consolidated EBIDTA earned by the company was Rs. 6370 Lacs.
INDIAN ACCOUNTING STANDARDS:
The financial statements for the year ended on March 31, 2024 has been prepared in accordance with the Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 and the Companies (Indian Accounting Standards) Amendment Rules, 2016 notified under section 133 of Companies Act, 2013 and other relevant provisions of the Act. The estimates and judgments relating to the Financial Statements are made on a prudent basis, 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, 2024.
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. We are present both in the domestic and export markets. In view of the scenario described in the management discussion and analysis report,your Company is expected to grow with wide range of products and manufacturing expertise barring unforeseen circumstances.
DIRECTORS & KEY MANAGERIAL PERSONNEL Appointment/Re-appointment:
The members in the 37th Annual General Meeting held on September 30, 2024 had accorded their approval to the re-appointmentof Dr. Gopal Munjal as Managing Director and CEO, Sh. Sanjeev Rai Mehta as Whole Time Director designated as Chairman and Dr. Vikrant Rai Mehta as Joint Managing Director of the company w.e.f April 1, 2024 for a further period of 3 years ending on March 31, 2027.
Further, during the Financial Year 2023-24 Dr. Vinay Arora (DIN: 06830624) and Sh. Sai Prakash Sharma (DIN: 00475413) completed their second and final term as Independent Directors of the Company and consequently ceased to be Independent Directors of the Company w.e.f. March 6, 2024 and March 31, 2024 respectively. Dr. Vinay Arora (DIN: 06830624) and Sh. Sai Prakash Sharma (DIN: 00475413) were members of certain committees of the Board. The said committees were re-constituted, details of which are provided in the Corporate Governance Report, whichforms a part of this Annual Report. The Board places on record its appreciation for the guidance andassistance extended by both the Independent Directors during their association with the Company.
Further, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in their meeting held on March 30, 2024 had appointed Sh. Subodh Gupta (DIN:01393423) and Sh. Prabhat Khurana (DIN:03289193) as Independent Directors of the company for the first term of five consecutive years w.e.f April 1, 2024 subject to approval of the shareholders. Thereafter, the company by way of Postal ballot obtained the approval of the shareholders of the company on June 16, 2024 for the regularization of appointment of Sh. Subodh Gupta (DIN: 01393423) and Sh. Prabhat Khurana (DIN: 03289193) as Independent Directors of the company.
Retirement by Rotation:
Pursuant to the provisions of Section 152(6) of the Act, Sh. Sanjeev Rai Mehta (DIN:00005668) and Sh. Rishav Mehta (DIN: 03028663) Directors of the company will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.
The Board presently consists of Sh. S.R. Mehta- Chairman, Dr. Gopal Munjal- Managing Director & CEO, Dr. V.R. Mehta- Joint Managing Director, Sh. Navrattan Munjal- Non-Executive Director, Sh. Himanshu Jain- Non-Executive Director, Sh. Rishav Mehta- Non-Executive Director, Sh. Bhupinder Singh- Independent Director, Sh. Jagvir Singh Ahluwalia- Independent Director, Sh. S.C. Galhotra- Independent Director, Sh. Subodh Gupta- Independent Director, Sh. Prabhat Khurana- Independent Director and Ms. Anoop Michra-Independent Women Director. The Chairman of the Company is an ExecutivePromoter Director.
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. 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,a 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. Further, all Independent Directors have complied with the Code prescribed under Schedule IV to the Act.
The Board has taken on record the declarations and confirmations submitted by the Independent Directors after undertaking due assessment of the veracity of the same.
In April 2019, the Registrar of Companies, Chandigarh had disqualified Dr. Gopal Munjal, Sh. S. R. Mehta and Dr. V. R. Mehta, Directors under Section 164(2)(b) of the Companies Act, 2013, likely due to the disposal of Company's appeal of restructuring of fixed deposits, by the Hon'ble NCLAT, New Delhi. The Company has not received any intimation or notice from the ROC regarding such disqualification. The Company had submitted various representations with the office of the ROC to get the disqualification removed, however no communication has been received from the ROC office in this regard.
Details and brief resume of the Directors seeking reappointment as 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.
a) Key Managerial Personnel
Sh. S.R. Mehta, Whole Time Director designated as Chairman, Dr. Gopal Munjal, Managing Director and CEO, Dr. VR. Mehta, Joint Managing Director, Sh. Arun Seth, Chief Financial Officer, Ms. Ginny Uppal, Company Secretary are the Key Managerial Personnel of the Company.
During the Financial Year ended on March 31, 2024, there were no changes in the Key Managerial Personnel.
b) Continuation of Non-Executive Directors of more than 75 years of Age
Pursuant to Regulation 17 (1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended vide SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the Company took the approval of the Members by way of Special Resolution for continuation of Directorship of the following as Non- Executive Independent Director of the Company:
1. Sh. Subhash Chander Galhotra (DIN:07205416), (aged around 78 years) in the Annual General Meeting held on September 29, 2021.
2. Sh. Jagvir Singh Ahluwalia (DIN: 06930649), (aged around 76 years) in the Annual General Meeting held on September 30, 2023.
Except Sh. Subhash Chander Galhotra and Sh. Jagvir Singh Ahluwalia no other directors of the company have attained/crossed the age of 75 years.
c) 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.
d) No. of Meetings of the Board
The Board meetings of your company are planned in consultation with the Board Members.
Ten (10) board meetings were held during the year on May 30 2023, August 10 2023, August 31 2023, September 6 2023, September 25 2023, November 9 2023, January 31 2024, February 14 2024, March 8 2024 and March 30 2024. Particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report which forms part ofthe Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.
e) 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 held separate meeting on March 5, 2024, without the presence of NonIndependent 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 Annual Performance Evaluation was conducted for all Board Members, for the Board and its Committees for the financial year 2023-24. This evaluation was led by the Nomination and Remuneration Committee of the Company. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013 and the Listing Regulations and in accordance with the Guidance Note on Board Evaluation issued by SEBI in January 2017.
The functioning of the Board, the Committees and performance of individual Directors was found satisfactory.
f) Details of Familiarization Programme:
The company conducts the Familiarization program when new Director(s) is/are appointed during the year. At the time of appointment of an ID, a formal letter of appointment is given to him/her, which inter-alia explains the roles, functions, duties and responsibilities expected from him / her as a Director of the Company. All our Directors are aware and also updated, whenever required, of their roles, responsibilities, liabilities and obligations under the provisions of Schedule IV of the Act and Rules made there under and regulation 25 of the Listing Regulations.The Program aims to provide insights into the Company to enable the Independent Directors to understand its business in depth, to familiarize them with the process, business, and functionaries of the Company and to assist them in performing their role as Independent Directors of the Company. The details of the Familiarisation Programme imparted to the Independent Non-Executive Directors during the year are available on the website of the Company at http:// www.indswiftltd.com/familiarisation-programme.php.
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, 2024; 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, 2024 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.
VIGIL MECHANISM AND 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 Regulation 22 of SEBI (LODR) Regulations, 2015, the Company has in place a "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 Whistle blower Policy are stated in the Corporate Governance Report and the said Policy has been uploaded on the Company's website www.indswiftltd.com and the web link to the same is www. indswiftltd.com/whistle-blower-policy.php.
NAME OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATES
No company has become or ceased to be subsidiary, joint ventures or associate company of the company during the year.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The company had the following Subsidiaries as on March 31, 2024-
a. Indswift India Limited,in the Republic of Kenya- Wholly Owned Subsidiary (WOS)
The subsidiary did not carry any business operations 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-I' to this report.
As on March 31, 2024 the Company did not have any Associate company or Joint venture.
The Company has framed a policy for determining material subsidiaries, which has been uploaded on the Company's website and the web link to the same is http://www. indswiftltd.com/material-subsidiary.php.
SCHEME OF ARRANGEMENT FOR AMALGAMATION OF THE COMPANY
Pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 the Board of Directors in its meeting held on September 25, 2023 approved the Scheme of Arrangement for Amalgamation of M/s Ind Swift Limited (Transferor Company) with M/s Ind Swift Laboratories Limited (Transferee Company),to consolidate and effectively manage the Transferor andTransferee Companies as a single entity, subject to the requisite approvals of the Stock Exchanges, Securities and Exchange Board of India (SEBI), Shareholders, and Creditors of the Company, and sanction of the Hon'ble National Company Law Tribunal (NCLT) having appropriate Jurisdiction and such other statutory/ Government authorities as may be directed by the NCLT.
The implementation of the aforesaid Scheme, which is subject to the approval of Shareholders and other Statutory authorities would inter-alia enable both the transferor and transferee Company to realize benefit of greater synergies between their businesses, achieve wider product offerings and geographical footprints, consolidate operations thereby leveraging the capability of the Amalgamated company, yield beneficial results and pool financial resources as well as managerial, technical, distribution and marketing resources of each other in the interest of maximizing value to their Shareholders and the Stakeholders with centralization of inventory and greater economies of scale. The Company has filed the Scheme of Arrangement between M/s. Ind Swift Limited ("Transferee Company") and M/s. Ind Swift Laboratories Limited ("Transferor") and their respective shareholders and creditors ('Scheme') with the Stock Exchanges where the securities of the Company are listed viz. National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) for their in Principle approval in accordance with the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, read with the applicable Master Circulars framed thereunder and the approval is awaited.
The Scheme of Arrangement for Amalgamationis available on the website of the Company, which can be accessed at http:// www.indswiftltd.com/amalgamation/15.pdf.
DIVIDEND
The Board has not recommended any dividend for the
Financial Year 2023-24. There is no unpaid dividend outstanding as on March 31, 2024.
RESERVES
As on March 31, 2024 the Reserves of the Company were Rs. (70,165.81) Lacs as compared to Rs. (71,553.17) Lacs in the previous financial year.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to provisions of Section 124(6) of the Companies Act, 2013 (Act) read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), the Company is required to transfer all unpaid or unclaimed dividends after the completion of 7 (seven) consecutive years to Investor Education and Protection Fund (IEPF) established by the Central Government. 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 all the unclaimed and unpaid Dividends along with respective Equity Shares to the IEPF Account. As at March 31 2024, 4,86,683 (Four lakhs eighty six thousand six hundred and eighty three) equity shares of the company are lying with the Investor Education and Protection Fund.
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 September, 2013. Few of the fixed deposits, however, remain unclaimed as at the end of the Financial Year. The Company is committed to making those repayments as and when a valid claim for the same is filed by the respective Deposit holder. During the year the company has made repayment of fixed deposits amounting to Rs. 4.89 Lacs. During the year no unclaimed Fixed Deposits were required to be transferred to the Investor Education and Protection Fund by the company.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors, Cost Auditors and 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.
RELATED PARTY TRANSACTIONS DISCLOSURES UNDER COMPANIES ACT, 2013
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. All related party transactions are first approved by the Audit Committee and thereafter placed before the Board for their consideration and approval. A statement of all related party transactions is presented before the Audit Committee meeting on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. 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.indswiftltd.com.
As a part of the Company's annual planning process, before the beginning of a Financial Year, details of all the transactions proposed to be executed with related parties, including the estimated amounts of transactions to be executed and other relevant details, are approved by the Audit Committee and the Board.
RELATED PARTY TRANSACTIONS DISCLOSURES UNDER LODR REGULATIONS, 2015
As per the LODR Regulations, 2015 every Listed Company needs to disclose the amounts of Loans/advances/ investments outstanding at the end of the year along with the maximum amount outstanding during the year.
In compliance to the above regulations, the Company hereby give disclosure in the specified format: -
DISCLOSURE OF TRANSACTIONS WITH PROMOTER/ PROMOTER GROUP
As per Schedule V of the 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. The details of related party transactions entered into by the company with entities belonging to the promoter/promoter group are as under-
• In order to meet the working capital requirement of the company the Board of Directors in its meeting held on February 14, 2024 entered into a Share Purchase Agreement with M/s Essix Biosciences Limited (Group Company) for the inter-se sale/ transfer of its investment held in M/s Ind Swift Laboratories Limited (Group Company). Further, after taking necessary approvals from the members of the company vide Postal ballot ended on March 17, 2024, the company inter-se transferred 9499720 Equity shares held in M/s Ind Swift Laboratories Limited for Rs. 101 per share aggregating to Rs. 9594.72 Lakhs on March 28, 2024.
• Pursuant to the approval granted by the members of the company in their Extra Ordinary general meeting held on October 6, 2023, the company availed a loan facility from M/s Ind Swift Laboratories Limited after executing necessary documents to settle its existing debt of M/s Edelweiss Asset Reconstruction Company Limited. M/s Ind Swift Laboratories Limited had acquired the entire debt of M/s Edelweiss Asset Reconstruction Company Limited of Rs. 815.77 Crores, together with all the rights, title and interest in the Financing Documents and any underlying Security Interests, pledges and guarantees in respect thereof, and had structured the sustainable part into the term loan facility of Rs. 352.60 crores (approx.) payable in 9 years at 10% rate of interest (including 15 months moratorium on principal and interest payment, however, interest will accrue monthly) and the unsustainable part of Rs. 463.17 Crores as a zero-coupon debt (payable fully in case of default in repayment of the term loan facility and to be waived off on the successful repayment of the term loan facility). The consolidated net debt liability of the company was not changed due to this development.
The details of related party transactions entered into with the promoter and promoter group entities are also disclosed in Form AOC-2, forming part of this Annual Report.
CODE OF CONDUCT FOR PREVENTION OF
INSIDER TRADING
The Insider trading policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor, and ensure reporting of deals by designated person/employees and maintain the highest ethical standards ofdealing in Company securities.
RISK MANAGEMENT
Even though the provisions of Regulation 21 of the SEBI (LODR) Regulations, 2015 regarding constitution of Risk Management Committee are not applicable to the Company, still the Board has constituted a Risk Management Committee. The details of the Committee are given in the Corporate Governance Report, which forms apart of this Annual Report.
The Company has framed a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure.The Company's Risk Management Policy is available on Company's Website i.e. www.indswiftltd.com and the Weblink of the same is http://www.indswiftltd.com/risk-management.php.
CHANGES IN CAPITAL STRUCTURE AND LISTING OF SHARES
The paid-up Equity Share Capital as on March 31, 2024 stood at Rs. 10.83 crore consisting of 5,41,64,653 equity shares of Rs. 2 each. During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. The Company's shares are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) and are actively traded.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34 (2) (e) of the Listing Regulations, 2015 read with other applicable provisions, the detailed review of the operations, performance and outlook of the Company and its business is given in the Management's Discussion and Analysis Report which forms part of this Annual Report and is incorporated herein by reference and forms an integral part of this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE 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.
ANNUAL RETURN
In compliance with the provisions of section 92(3) read with section 134(3)(a) of the Act, Annual Return for the Financial Year ended on March 31, 2024, in prescribed Form No. MGT- 7 is available on the website of the Company at http://www. indswiftltd.com/annual_return.php. The Annual Return will be filed with the Registrar of Companies (RoC) within prescribed timelines.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company has a Nomination and Remuneration Policy on selection and appointment of Directors, Senior Management and their 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;
v) recommends to the Board whether to extend or continue the term of appointment of the independent director, based on the report of performance evaluation of independent directors.
The Company's Nomination and Remuneration Policy is available on Company's Website i.e. www.indswiftltd.com and the Weblink of the same is http://www.indswiftltd.com/ images/pdf/Nomination-Remuneration-Policy.pdf. Remuneration paid to the Directors, KMP and Senior Management is in accordance with the Nomination and Remuneration Policy of the company. More details are provided in the Corporate Governance Report which forms a part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility were not applicable to your Company during the Financial Year 2023-24.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
During the year under review, the provisions of Regulation 34(2)(f) of the Listing Regulations, Business Responsibility and Sustainability Report ("BRSR") were not applicable to the Company.
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, compliances of environmental regulations and preservation of natural resources.Thecompany continually works towards identification andreduction of risks and prevention of pollution at its plantand its surroundings.
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.
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 of The Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in "Annexure-III".
COMMITTEES OF THE BOARD
As at march 31, 2024 the Company had constituted the following Committees prescribed under the Companies Act and the LODR Regulations, 2015:-
a) Audit Committee
b) Stakeholders Relationship Committee
c) Nomination and Remuneration Committee
d) Risk Management Committee
e) Sub-Committee of the Board
The Board has accepted the recommendations given if any, of all the committees constituted by the Board.
A detailed note on the composition of the Board and its Committees, governance of committees including its terms of reference, number of committee meetings held during the Financial Year ended on March 31, 2024 and attendance of the members, is provided in the Corporate Governance Report, which forms a part of this Annual Report. The composition and terms of reference of all the Committees of the Board are in line with the provisions of the Act and the Listing Regulations.
STATUTORY AUDITORS
The Company has appointed M/s Jain & Associates, Chartered Accountants, (FRN 001361N) as the Statutory Auditors of the Company in the 36th Annual General Meeting of the company held on September 21, 2022 to hold the office till the conclusion of the 41st Annual General Meeting of the Company to be held in the year 2027, with an authority to the Audit Committee and the Board to decide the remuneration payable to them.
M/s Jain & Associates, Chartered Accountants, (FRN 001361N) have issued an unmodified opinion on the financial statements for the Financial Year ended on March 31, 2024.
During the Financial Year 2023-24, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3)(ca) of the Companies Act, 2013.
A) EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS IN THEIR REPORT
The Auditor's Report for the Financial Year 2023-24 does not contain any qualification, reservation, or adverse remark. Regarding the 'Emphasis of Matter' the management comments are as under-
1. In order to meet the working capital requirement of the company, the Board of Directors in its meeting held on February 14, 2024 entered into a Share Purchase Agreement with M/s Essix Biosciences Limited (Group Company) for the inter-se sale/transfer of its investment held in M/s Ind Swift Laboratories Limited (Group Company). Further, after taking necessary approvals from the members of the company vide Postal ballot ended on March 17, 2024, the company inter-se transferred 9499720 Equity shares held in M/s Ind Swift Laboratories Limited for Rs. 101 per share aggregating to Rs. 95.94 Crores on March 28, 2024.
2. Pursuant to the approval granted by the members of the company in their Extra Ordinary general meeting held on October 6, 2023, the company availed a loan facility from M/s Ind Swift Laboratories Limited after executing necessary documents to settle its existing debt to M/s Edelweiss Asset Reconstruction Company Limited. M/s Ind Swift Laboratories Limited has taken over the entire debt of M/s Edelweiss Asset Reconstruction Company Limited of Rs. 815.77 Crores, together with all the rights, title and interest in the Financing Documents and any underlying Security Interests, pledges and guarantees in respect thereof, and has structured the sustainable part into the term loan facility of Rs. 352.60 Crores (approx.) payable in 9 years at 10% rate of interest (including 15 months moratorium on principal and interest payment, however, interest will accrue monthly) and the unsustainable part of Rs. 463.17 Crores as a zero-coupon debt (payable fully in case of default in repayment of the term loan facility and to be waived off on the successful repayment of the term loan facility). The consolidated net debt liability of the company was not settled due to this development.
3. Consequent to the completion of Slump sale transaction between Ind Swift Laboratories Limited and Synthimed Labs Pvt Ltd, the API and CRAMS facility of Ind Swift Laboratories Limited had been transferred to Synthimed Labs Pvt Ltd on a going concern basis along with all the assets and liabilities. So the amount of outstanding loan of Rs. 166.11 Crores in the name of Ind Swift Laboratories Limited had also been transferred to Synthimed Labs Pvt Ltd.
4. The members of the company in their Extra Ordinary General Meeting held on March 30, 2020, had accorded their approval to the company to sale, lease or otherwise dispose of Unit Ill & IV of the company to meet the existing debt obligations. Pursuant to the said approval the company entered into an Agreement to Sell with the buyers to sell the Unit III and IV on a going concern basis along with all the plant & machinery and other assets. Consequent to the receipt of full consideration, Unit III of the company has been duly transferred in the Name M/s ANG Lifesciences India Limited on June 27, 2024. Further, in view of the pending procedural formalities and approvals the closing date for the completion of sale transaction of Unit IV to Mrs. Kuldeep Kaur is expected to be September 30, 2024.
5. The company has also filed legal suits against the bank for setting aside the orders, whereby the directors have been declared as willful defaulters. The matter is sub- judice. Further, Central Bank of India vide its letter no RO/OPR/2022-23 dated February 4, 2023, has forwarded recommendation to its central head office for deletion of the names of directors from RBI's willful defaulters list.
COST-AUDITORS AND THEIR REPORT
M/s. V. Kumar & Associates, Cost Accountants was appointed as the Cost Auditor to conduct the audit of the Company's cost records for the financial year ended March 31, 2024. M/s. V. Kumar & Associates confirmed their eligibility for the said appointment. The Cost Auditor will submit the report for FY2023-24 by the due date and the same will be submitted with the authorities as per prescribed timeline.
The Cost Audit Report, for FY 2022-23, was filed with the Central Government within the statutory timelines. The Cost Audit Report for the Financial Year ended on March 31, 2023, did not contain any qualification, reservation, or adverse remark. The Company maintains the cost records as per the provisions of Section148(1) of the Act.
In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration to be paid to the Cost Auditor for FY 2024-25 is required to be ratified by the members, the Board of Directors recommends the same for ratification at the ensuing Annual General Meeting. The requisite resolution forms part of the notice of the 38th Annual General Meeting.
It is further to declare that 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
Pursuant to the provisions of section 204 of the Act, rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Mr. Vishal Arora, Practicing Company Secretary was appointed as Secretarial Auditor of the Company for the financial year 2023-24. The Secretarial Audit Report submitted by them in the prescribed Form MR- 3 is attached as "Annexure IV&IVA" to the Directors' Report.
In compliance with Regulation 24A of the Listing Regulations, the Annual Secretarial Compliance Report issued by the Secretarial Auditor was submitted to the stock exchanges within the statutory timelines.
The Secretarial Auditors have observed six observations in their Secretarial Audit Report which are self-explanatory and reply to all the observations, not amounting to qualification, by the board is as under-
1. Observation is a matter of record only.
2. The Central bank of India (Lender Bank) had declared the Company and its Directors naming Sh. S R Mehta, Dr. Gopal Munjai, Dr. V R Mehta, Sh. Navrattan Munjai, Sh. S P Sharma, Dr. VK Arora, Sh. S C Gaihotra, Mr. R S Bedi as wiitfui defaulters. Although, the Company has already repaid its debt to Central Bank in March, 2020 however the willful defaulter notice has not been withdrawn by the Bank till date. The company has also filed legal suits against the bank for setting aside the orders, whereby the directors have been declared as willful defaulters. The matter is sub-judice. Further, Central Bank of India vide its letter no RO/OPR/2022-23 dated 4th February, 2023, has forwarded recommendation to its central head office for deletion of the names of directors from RBI's willful defaulters list.
3. The immovable properties of the company situated at Plot No 781, Industrial Area, Phase II Chandigarh and Plot No 42, Industrial Area, Phase II Chandigarh are presently on lease and not in the name of the company. The company is in process to get the same registered in its own name; however, the same is pending due to legal issues.
4. The Registrar of Companies had disqualified three Directors of the Company, pursuant to the provisions of section 164(2) of the Companies Act, 2013. These three Directors are Dr. Gopal Munjal (DIN 00005196), Mr. Sanjeev Rai Mehta (DIN 00005668) and Dr. Vikrant Rai Mehta (DIN 00010756). The company had submitted a representation in this regard to the office of the ROC on 4th June, 2024; however it is still pending.
5. Observation is a matter of record only.
6. Regarding the emphasis of matter in the Statutory Audit Report given by the Statutory Auditor, the Directors have already given their explanation in the Director's report.
INTERNAL AUDITORS
M/s Avishkar Singh & Associates, Chartered Accountants were appointed as Internal Auditors of the Company for the Financial Year 2023-24. They conducted the Internal Audit of the Company as required under the provisions of Section 138 of the Companies Act, 2013 and their reports were reviewed quarterly by the Audit Committee and Board of Directors during the Financial Year 2023-24.
On the recommendation of the Audit Committee, the Board approved the appointment of M/s Avishkar Singh & Associates, Chartered Accountants as Internal Auditor of the Company for the Financial Year 2024-25 also.
However, on August 13, 2024 M/s Avishkar Singh & Associates, Chartered Accountants tendered their resignation from the post of Internal Auditors of the Company effective from August 13, 2024. The Audit Committee and Board of Directors in their respective meetings held on August 13, 2024 took note of the resignation of the Internal Auditors. Further, on the recommendation of the Audit Committee, the Board of Directors have appointed M/s Rattan Kaur and Associates as the Internal Auditors of the company with effect from August 14, 2024 till March 31, 2025.
INTERNAL COMPLAINTS COMMITTEE
The Company always endeavors to create and providean environment that is free from discrimination and harassment including sexual harassment. The Company periodically conducts sessions for employees across the Company to build awareness about the provisions of the said Act. The Company has constituted an Internal Complaints Committee as required under the said Act.
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.
INTERNAL FINANCIAL CONTROL
Your Company has an effective internal control and risk mitigation systems, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company's internal control system is commensurate with its size, scale and complexities 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 Company has a well-placed, proper and adequate Internal Financial Control system, which ensures:
• Orderly and efficient conduct of its business,
• Safeguarding of its assets,
• Prevention and detection of frauds and errors,
• Accuracy and completeness of the accounting records, and
• Timely preparation of reliable financial information. The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen them. 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 committee 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. Based on this evaluation, no significant events had come tonotice during the Financial Year ended on March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our Internal Financial Control system. The management believes that the Internal Financial Control system and other financial reporting was effective during the Financial Year ended on March 31, 2024 and is adequate considering the business operations of the Company. Further, The Statutory Auditors of the Company have audited the Internal Financial Controls with reference to Financial Reporting and their Audit Report is annexed as an Annexure to the Independent Auditors' Report under Standalone Financial Statements and Consolidated Financial Statements.
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year the Hon'ble National Company Law Tribunal (NCLT), Chandigarh Bench through order dated September 12, 2023 admitted the Company in Corporate Insolvency Resolution Process (CIRP) under Section 9 of Insolvency & Bankruptcy Code (IBC), 2016 on an application of an Operational Creditor. However, the company immediately initiated steps to challenge the order before the Hon'ble National Company Law Appellate Tribunal (NCLAT), New Delhi and had got the proceedings under IBC stayed vide order of the Hon'ble NCLAT dated September 15, 2023. Thereafter, the Hon'ble NCLAT vide order dated October 11, 2023 set aside the CIRP of the Company on account of settlement arrived at between the Operational Creditor and the Company.
Further, there are no proceedings initiated by the Company which are pending under the Insolvency and Bankruptcy Code, 2016 before the National Company Law Tribunal (NCLT) or other Courts during the year under review.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the year under review, there was no one time settlement done with any bank or any financial institution.
However, on March 30, 2024 M/s Ind Swift Laboratories Limited took over the debt of the company from M/s Edelweiss Asset Reconstruction Company Limited together with all the rights, title and interest in the Financing Documents and any underlying Security Interests, pledges and guarantees in respect thereof.
CORPORATE GOVERNANCE
The Company strives to maintain the requisite standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI Listing Regulations, 2015. The Company has complied with the Corporate Governance Code as stipulated under the Listing Regulations, 2015. The Report on Corporate Governance in accordance with Rules 34(3) read with Para C of Schedule V of SEBI (LODR) Regulations, 2015 forms part of this 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 I" to the Corporate Governance 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 motivating workforce has served the Company in major achievements and shall continue for theyears to come. Company's performance driven culture helps and motivates employees to excel in theirrespective areas and progress within the organization. The company has always recognized talent and hasjudiciously followed the principle of rewarding performance.
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 an "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 V" 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.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant or material orders passed by the Regulators/ Courts/ Tribunals which could impact the going concern status of the Company and its future operations except the VAT matter (Sales Tax Department had raised a demand of Rs. 66.34 crores) and Central Bank of India matter (Declaration of the company and its directors as willful defaulters by the bank). Both the matters are pending adjudication before the competent courts.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company.
MATERIAL CHANGES AND COMMITMENTS AFTER CLOSURE OF FINANCIAL YEAR
The Board in its meeting held on January 31, 2024 entered into an Amendment Agreement to Sell with M/s ANG Lifesciences (India) Limited for the sale of only Unit III of the company along with its plant & machinery, for a consideration of Rs. 43 Crores. The proceeds from the sale were used to pay off the existing lenders of the company. Further, consequent to the receipt of full consideration, Unit III of the company has been duly transferred in the name of M/s ANG Lifesciences India Limited after the registration of the necessary Sale Deed and other documents dated June 27, 2024.
Further, with regard to the sale of Unit IV of the company, the Board entered into an Agreement to Sell with Mrs. Kuldeep Kaur (a purchaser referred by M/s ANG Lifesciences India Limited) on January 31, 2024 for the sale of Unit IV along with its plant & machinery, for a consideration of Rs. 17.45 Crores. In view of the pending procedural formalities and approvals the closing date for the said sale transaction is expected to be September 30, 2024.
REGISTRAR AND SHARE TRANSFER AGENT
M/s Alankit Assignments Ltd., Alankit Heights, 2E/121, Jhandewalan Extension, New Delhi, are the Registrar and Share Transfer Agent of the Company for the Physical as well as Demat shares. The members are requested to contact the Registrar directly for any of their requirements.
CEO/CFO CERTIFICATION
In terms of the Listing Regulations, the Certificate duly signed by Dr. Gopal Munjal, Managing Director & CEO and Sh. Arun Seth, 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 March 31, 2024, at its meeting held on May 14, 2024.
SECRETARIAL STANDARDS:
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
ACKNOWLEDGEMENT
Your directors would like to express their gratitude appreciation for the assistance and co-operation received from the Bankers and Government Authorities and thank the Shareholders for the confidence reposed by them in the Company and look forward to their valuable support for the future plans of the Company. Directors also thank their Distributors, agents, stockiest, retail traders, medical professionals, employees, and customers for their continued patronage of the company products.
Your Directors appreciate and value the contribution made by every member of the Ind Swift group.