Dear Shareowners,
The Directors have great pleasures in presenting the Sixteenth Annual
Report together with audited statements of accounts for the year ended
31st March, 2011
Financial Results (Rs.in million)
Particulars Year ending Year ending
31st March 2011 31st March 2010
Sales (net of excise) and other
income 10312.07 7905.28
Profit before Interest, Depreciation,
Tax & Amortisation 1822.44 1446.99
Less: - Interest 569.37 510.63
- Depreciation 385.16 368.00
- Impairment of Assets 24.14 50.18
- Extra Ordinary Item (Loss on
Insurance claim) (30.68) (29.97)
Loss on sale of fixed assets 3.19 1.52
Profit before Tax 871.26 546.64
Less: - Provision for tax 179.65 (102.45)
- Income tax adjustment of previous years 0.45 (4.07)
- Mat Credit Entitlement (179.65) (102.45)
- Provision for Fringe Benefit Tax NIL NIL
- Provision for Deffered Tax (4.45) (37.07)
Profit after Tax (A) 876.16 579.64
Amount B/F FROM Previous year (B) 1638.49 1120.43
Profit after Tax available for
Appropriations (A B) 2514.65 1700.07
Transfer to deferred tax liability - -
Provision for Dividend on Equity
shares 34.22 27.85
Provision for Equity Dividend Tax 5.69 4.73
Transfer to General Reserve 43.81 28.98
Balance carried forward to Balance
sheet 2430.93 1638.49
Operations and Business Performance
Your company has recorded an impressive growth by scaling newer heights
and benchmarks in terms of sales and profits for the year ended 31st
March, 2011. Turnover of Rs.10312.07 millions was 30.45% over
Rs.7905.28 millions of the previous year. Profit before tax also
increased from Rs.546.64 millions to Rs.871.26 millions registering a
growth of 59.38% whereas profit after tax increased by 51.16% from
Rs.579.64 millions to Rs.876.16 millions. The Earning per share
increased to Rs.29.76 per share from Rs.21.45 per share..
Consolidated Financial Performance
Your company recorded a turnover of Rs.10485.25 million as compared to
Rs.7922.64 millions recording a growth of 32.25% in consolidated
revenue for the year. Profit After Tax achieved a growth of 58.66% at
Rs.894.62 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, 2011 were
Rs.4163.06 millions as compared to Rs.3165.66 million recorded in the
previous year, recording an increase of 31.51%.
Dividend
Your Directors are pleased to recommend 10% (i.e Rs.1/- per equity
share) dividend on equity shares of Rs.10/- each for the financial year
2010-11. The dividend, if approved at the ensuing annual general
meeting, will be paid on or after 1st October, 2011 to those
shareholders whose names appear on the register of members of the
company as on the record dates viz. 22nd September, 2011. 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.39.91 millions (previous year 32.58
million), which is approximately 4.55% of net profits after tax for the
year.
The dividend pay out for the year under review has been formulated in
accordance with the Company''s policy to pay sustainable dividend linked
to long term performance, keeping in view the Company''s 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
31st March, 2011 are annexed to the directors Report.
Capital Structure
During the year the paid up share capital of your company raised to
Rs.34,22,30,700 consequent to:
Allotment of 30,00,000 equity shares upon conversion on equal no Zero
Coupon Optionally convertible warrants (2009 Series) at a price of
Rs.50/- per share on preferential basis to promoters group company and
Allotment of 31,85,000 equity shares upon conversion of equal no of
Zero Coupon Optionally convertible warrants (2010 Series) at a price of
Rs.82.50/- per share on preferential basis to promoter group and other
body corporate and
Allotment of 1,85,660 equity shares under Employee Stock Option Plan
(ESOP) 2006 to the eligible employee of the company at a price of
Rs.27/- per shares.
Credit Rating
ICRA Limited reaffirmed its A2 to the short term fund based and non
fund based working capital facilities . This rating indicates low
credit risk.
ICRA Limited reaffirmed its LBBB to the long term debt facilities.
This rating indicates moderate credit risk. The long term rating
carries a stable outlook.
ICRA Online has assigned the Fundamental Grade ''3'' and a Valuation
Grade ''A'' to Ind-Swift Laboratories Limited (ISLL). The Fundamental
Grade 3 assigned to ISLL implies that the company has good
fundamentals relative to other listed securities in India. The
Valuation Grade ''A'' assigned to ISLL implies that the company is
significantly undervalued on a relative basis ICRA Limited gave a
rating of A3 signifying relatively strong fundamental and highly
undervalue rating to the Company.
Subsidiaries and Joint Ventures
As on 31.03.2011 the Company had 3 Subsidiaries
The US subsidiary of the Company viz. Ind-Swift Laboratories Inc,
recorded a net Profit of $ 382416.43/- as compared to Loss of $
331493/- .
The Singapore Subsidiary Meteoric Life Sciences PTE Ltd. started
business in current Financial Year 2010-11 and achieved net sales of
INR 9,96,68,878/- and recorded a net profit of INR 9,71,272/- The Dubai
Subsidiary viz. Ind-Swift Middle East FZE has not started operations
yet. During the year in view of the operational efficiency and to
reduce administrative costs and efforts the investment in Iran was
transferred to the Company''s Dubai Subsidiary Ind-Swift Middle East
FZE. The transactional impact of the same will be reflected in the
current year''s Balance Sheet.
Information related to performance/financial of the subsidiary
companies are disclosed in the Consolidated Financial Statements.
Statement pursuant to Section 212 (i) (e) of the Companies Act, 1956
forms part of the Annual Report.
Auditors
The Statutory Auditors of the Company M/s Jain & Associates, Chartered
Accountants retire at the conclusion of 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 2011-12 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 2010-11. The Cost Audit is under process and
the company will submit the Cost Auditor''s Report to the Central
Government in time.
Deposits
During the year under review, your company has received overwhelming
responses from the public. The aggregate amount of fixed deposit as on
31st March 2011 was Rs.58.23 crores approx (previous year Rs.57.93
crores) and there was no unclaimed deposit as on that date.
Directors
During the financial year under review, Dr. N. P. Singh was inducted as
an Independent Director on the Board of the Company as per the
provisions of the Companies Act 1956
In accordance with the provisions of Section 256 of the Companies Act,
1956, Sh. S. .R. Mehta, Dr. G. Munjal and Dr.H. P. S. Chawla, directors
retire by rotation at the company''s forthcoming annual general meeting
and being eligible offer themselves for re- appointment. The Board
recommends their reappointment.
Management Discussion and Analysis
Management''s 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.
Listing Fees
The Annual Listing fees for the year under review has been paid to The
Stock Exchange, Mumbai and The National Stock Exchange of India Ltd.
Internal Control Systems and their Adequacy
The Company maintains appropriate systems of internal control,
including monitoring procedures, to ensure that all assets are
safeguarded against loss from unauthorized use or disposition. Company
policies, guidelines and procedures are in place to ensure that all
transactions are authorized, recorded and reported
correctly as well as to provide for adequate checks and balances.
The Internal audit department together with independent firms of
Chartered Accountants review the effectiveness and efficiency of these
systems and procedures. Audits are finalized and conducted based on
Internal risk assessment. Significant deviations are brought to the
notice of the Audit Committee of the Board periodically and corrective
measures recommended for implementation. All these steps facilitate
timely detection of any irregularities and early remedial measures.
Conservation of Energy Research and Developments, Technology
Absorption, Foreign Exchange Earning and Outgo
The particulars as prescribed by Section 217(1)(e) of the Companies
Act, 1956, read with Companies (Disclosure of particulars in the report
of Board of Directors) Rules, 1988 relating to conservation of energy,
technology absorption and foreign exchange earnings and outgo are given
in Annexure ''A''.
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 Director''s Report.
However, having regard to the provisions of Section 219(1)(b) of the
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 requirement set out by the
Securities and Exchange Board of India''s 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 accordance with the provisions of Section 217 (2AA) of the Companies
Act, 1956 (the Act), your directors confirm that:
(i) In the preparation of Annual Accounts, the applicable accounting
standards have been followed. There are no material departures from
prescribed accounting standards.
(ii) 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 2010-11 and of profit of
the Company for that period;
(iii) 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
(iv) We have prepared the annual accounts on an on going concern basis.
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 Company regularly conducts various programmes at
different levels so as to ensure that a vibrant and motivated
work-force leads to achievement of the defined goals. Employee
relations continued to the harmonious and cordial at all levels and in
all the units of the Company.
Acknowledgement
Your Directors thank all the employees for their sincere efforts,
active involvement and devoted services rendered.
Your Directors thank the shareholders of the Company for the confidence
reposed in the Management of the Company.
You Directors place on record their gratitude to the Customers,
Suppliers, company''s Bankers and Financial Institutions for their
support and cooperation during the year under review.
On behalf of the Board of Directors
S.R. Mehta
Chandigarh, 31.08.2011 Chairman
|