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Ind-Swift Laboratories Directors Report, Ind-Swift Labs Reports by Directors
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Ind-Swift Laboratories
BSE: 532305|NSE: INDSWFTLAB|ISIN: INE915B01019|SECTOR: Pharmaceuticals
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Explore Ind-Swift Labs connections « Mar 10
Directors Report Year End : Mar '11
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
 
 
Source : Dion Global Solutions Limited
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