Ind-Swift Laboratories

The Directors have great pleasure in presenting the 13th Annual Report
 together with audited statement of accounts for the year ended 31 st
 March, 2008.
 
 FINANCIAL RESULTS
 
 The Financial performance of the Company for the year ended 31st March
 2008 is summarized below:
 
 
 PARTICULARS                             Year Ending       Year Ending
                                     31st March 2008   31st March 2007
 
 Sales (net of excise) and other Income      4550.36           3520.69
 
 Profit before Interest, 
 Depreciation, Tax & Amortisation             997.81            729.89
 
 Less: -Interest                              292.72            258.76
 
 -Depreciation                                198.79            122.43
 
 -Amortisation                                114.30             87.53
 
 Loss on sale of fixed assets                   2.86              6.81
 
 Profit before Tax                            389.14            254.36
 
 Less: -Provision for Taxation                 65.55             32.01
 
 - Provision for Fringe Benefit Tax             1.78              1.40
 
 -Provision for Deferred Tax                   11.66             27.31
 
 Profit after Tax (A)                         310.15            193.64
 
 Amount B/F from Previous year (B)            762.45            695.21
 
 Profit after Tax available 
 for Appropriations (A+B)                    1072.60            888.85
 
 Transfer to deferred tax liability           141.90              0.00
 
 Provision for Dividend on Equity shares       24.03             22.84
 
 Provision for Equity Dividend Tax              4.08              3.88
 
 Transferto General Reserve                    15.51              9.68
 
 Balance carried forward to Balance sheet     887.08            762.45
 
 OPERATIONS AND BUSINESS PERFORMANCE
 
 Your company has achieved a turnover of Rs.4550.36 millions registering
 a growth of 29.24% over the previous years turnover of Rs. 3520.38
 Millions. Profit before tax increased from Rs. 254.36 millions to
 Rs.389.14 millions registering increase of 52.99% and profit after tax
 also increased by 60.17% from Rs.193.64 millions to Rs.310.15 millions.
 A provision for fringe benefit tax and deferred tax to the tune of
 Rs.1.78 million and Rs. 11.66 million was made during the financial
 year 2007-2008. The Earning per share increased to Rs. 13.46 per share
 from Rs.8.72 per share.
 
 CONSOLIDATED FINANCIAL PERFORMANCE
 
 Your company recorded a turnover of Rs.4577.80 Million as compared to
 Rs.3531.05 Millions recording a growth of 29.64% in consolidated
 revenue for the year. Profit After Tax increased 72.27% at Rs.314.21
 Millions. As required under Clause 32 of the Listing Agreements with
 the Stock Exchanges, audited consolidated financial statements form
 part of the Annual Report and the same are annexed to this Report.
 
 EXPORTS
 
 Your company has recorded strong results across the global markets. Its
 exports during the financial year ending 31st March, 2008 were Rs.
 1763.95 millions as compared to Rs.1543.63 million in the previous
 year, recording an increase of 14.27%.
 
 DIVIDEND
 
 Your Directors are pleased to recommend 10% dividend (i.e Re.1/- per
 equity share) dividend on equity shares of Rs.10/- each for the
 financial year 2007-08. The dividend, if approved at the ensuing annual
 general meeting, will be paid on or after 1st October, 2008 to those
 shareholders whose names appear on the register of members of the
 company as on 20th September, 2008. The dividend would be tax-free in
 the hands of the shareholders.
 
 The total outflow on account of the equity dividend payment, including
 the distribution tax, is Rs.28.11 millions (previous year Rs26.72
 million), which is approximately 9.07% of net profits after tax for the
 year.
 
 The dividend pay out for the year under review has been formulated in
 accordance with the Companys policy to pay sustainable dividend linked
 to long term performance, keeping in view the Companys need for
 capital for its growth plans and the intent to finance such plans
 through internal accruals to the maximum.
 
 EMPLOYEE STOCK OPTION SCHEME
 
 Members approval to the Employee Stock Option Scheme was obtained at
 the Annual General Meeting held on 30.09.2006 for introduction of the
 Scheme.
 
 Employees Stock Option Scheme was approved and implemented by the
 Company and Options were granted to employees in accordance with the
 Securities and Exchange Board of India (Employee Stock Option Scheme
 and Employee Stock Purchase Scheme) Guidelines, 1999 (the SEBI
 Guidelines).
 
 The Employees Stock Compensation Committee, constituted in accordance
 with the SEBI Guidelines, administers and monitors the Scheme. The
 applicable disclosures as stipulated under the SEBI Guidelines as at
 March 31,2008 are annexed to the directors resport.
 
 CAPITAL STRUCTURE
 
 The paid-up equity share capital of your company has been increased to
 Rs.240.32 Millions by issue of 11,96,000 equity share upon conversion
 of equal number of Zero Coupon Optionally Convertible Warrants at price
 of Rs.70/- per share on preferential basis to promoters Group
 Companies. These equity shares have been duly listed at the Indian
 Stock Exchanges.
 
 The funds raised through the preferential allotment of shares were
 utilized for part financing the setting up of a new cGMP compliant
 manufacturing plant for the nine new molecules developed in-house by
 the Companys R&D team and to meet the long term working capital
 requirement of the Company.
 
 SUBSIDIARY, IND-SWIFT LABORATORIES INC.
 
 The US subsidiary of the Company viz. Ind-Swift Laboratories Inc.
 recorded a net Profit of 169/- for the first time since its
 inception. During the year, the total income and Net Profit after
 providing provision for taxes of the company were US$ 30,45,130 and US$
 96,169 as compared to US,30,128 and (US$ 2,52,025) in the previous
 year. The Annual accounts and reports of the US Subsidiary along with
 statements pursuant to Section 212 of the Companies Act, 1956, forming
 a part of this annual report are enclosed.
 
 AUDITORS
 
 The Statutory Auditors of the Company M/s Jain & Associates, Chartered
 Accountants, retire at the ensuing Annual General Meeting and have
 confirmed their eligibility and willingness to accept office of
 Auditors, if reappointed.  The Audit Committee and the Board of
 Directors recommend the appointment of M/s Jain & Associates, as
 Statutory Auditors of the Company for the financial year 2008-09 for
 shareholders approval.
 
 COST AUDIT
 
 Pursuant to Section 233B of the Companies Act, 1956, the Central
 Government has prescribed Cost Audit of the Company. Subject to the
 approval of the Central Government, the Board has appointed M/s V.
 Kumar & Associates, Cost Accountants as Cost Auditors of the Company
 for the financial year 2007-08. The Cost Audit is under process and the
 Company will submit the Cost Auditors report to the Central Government
 in time.
 
 DEPOSITS
 
 During the year under review, your company has received overwhelming
 response from the public to its FD schemes.  The aggregate amount of
 fixed deposit as on 31st March 2008 was Rs. 14.44 crores approx
 (previous year Rs. 12.69 crores) and there was no unclaimed deposit as
 on that date.
 
 DIRECTORS
 
 Sh. S.R.Mehta were appointed as the Chairman of the Company w.e.f 1st
 April,2008. Sh. N.R.Munjal and Sh.  V.K.Mehta were re-designated and
 re-appointed as the Vice- Chairman and Managing Director of the Company
 respectively w.e.f 1st April,2008. The Directors place on record their
 appreciation for the services rendered by Dr. G.Munjal during his
 tenure as the Chairman of the Company . He will continue as a Director
 on the Board of the Company.
 
 In terms of Article 88 of the Articles of Association of the Company,
 Sh. V.K.Mehta and Dr. V.R.Mehta, Directors, retire by rotation and
 being eligible, offer themselves for reappointment at the ensuing
 Annual General Meeting. Brief particulars of the Directors proposed to
 be reappointed as stipulated under Clause 49 of the Listing Agreements
 with the Stock Exchanges in India, is provided as a part of the Notice
 to the Annual General Meeting.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 Managements Discussion and Analysis Report for the year under review,
 as stipulated under Clause 49 of the Listing Agreement with the Stock
 Exchanges in India, is presented in a separate section forming part of
 the Annual Report.
 
 SEBI REGULATION & LISTING FEES
 
 Since SEBI has stipulated electronic filing of Annual Report, Corporate
 Governance Report, Shareholding Pattern, etc. on website
 www.sebiedifar.nic.in, statements of your Company can be accessed
 through this website.
 
 The Annual Listing fees for the year under review has been already paid
 to The Stock Exchange, Mumbai and The National Stock Exchange of India
 Ltd.
 
 CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENTS, TECHNOLOGY
 ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO
 
 The particulars as prescribed under Section 217(1 )(e) of the Companies
 Act, 1956, read with the Companies (Disclosure of particulars in the
 report of Board of Directors) Rule, 1988 are set out in the Annexure
 -Ato the Directors Report.
 
 PARTICULARS OF EMPLOYEES
 
 In terms of the provisions of Section 217(2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules, 1975 as
 amended, the names and other particulars of the employees are set out
 in the annexure to the Directors Report.
 
 However, having regard to the provisions of Section 219(1)(b)(iv)ofthe
 said Act, the Annual Report excluding the aforesaid information is
 being sent to all the members of the Company and others entitled
 thereto. Any member interested in obtaining such particulars may write
 to the Company Secretary at the registered office of the Company.
 
 CORPORATE GOVERNANCE
 
 The Company is committed to maintain the highest standards of Corporate
 Governance. The Directors adhere to the requirements set out by the
 Securities and Exchange Board of Indias Corporate Governance practices
 and have implemented all the stipulations prescribed. The Company has
 implemented several best corporate governance practices as prevalent
 globally. The Report on Corporate Governance as stipulated under Clause
 49 of the Listing Agreement forms part of the Annual Report.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 In terms of Section 217 (2AA) of the Companies Act, 1956, your
 Directors confirm as under:
 
 1.  In the preparation of annual accounts, the applicable accounting
 standards have been followed. There are no material departures from
 prescribed accounting standards.
 
 2.  We have selected such accounting policies and applied them
 consistently and made judgments and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the Company at the end of the financial year 2007-08 and of profit of
 the Company for that period;
 
 3.  We have taken proper and sufficient care for the maintenance of
 adequate accounting records in accordance with the provisions of this
 Act for safeguarding the assets of the Company and for preventing and
 detecting fraud and other irregularities; and
 
 4.  We have prepared the annual accounts on an on going concern basis.
 
 ACKNOWLEDGEMENT
 
 Your Directors place on record their sincere appreciation for
 significant contribution made by the employees through their
 dedication, hard work, active involvement and devoted services
 rendered. The Directors would also like to thank all other
 stakeholders, investors including bankers and other business
 associates, who have extended their valuable sustained support and
 encouragement. This has, understandably, been critical for the
 Companys success.  The Directors look forward to their continued
 support and understanding in the years to come.
 
                                  On behalf of the Board of Directors
 
                                                            S.R.Mehta
                                                             Chairman
 
 Chandigarh, 29th August, 2008.