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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Ind-Swift Ltd.

Mar 31, 2024

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: -

(Rs. In Lacs)
	Standalone		Consolidated*
Particulars	Year ending 31-03-2024	Year ending 31-03-2023	Year ending 31-03-2024	Year ending 31-03-2023
Total Revenue	56024.07	42281.25	56024.07	42281.25
Profit/ (Loss) after exceptional/ extraordinary item	1423.13	2603.67	1423.13	2603.67
Interest	6293.60	5976.16	6293.60	5976.16
Depreciation	2710.71	2866.78	2710.71	2866.78
Provision for deferred tax	0	0	0	0
Total Comprehensive Income	1405.25	1567.61	1405.25	1567.61
Profit (Loss)/ (After exceptional/ extraordinary item and tax)	1423.13	2603.67	1423.13	2603.67
Balance c/f to balance sheet	1423.13	2603.67	1423.13	2603.67

*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 37^th 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.

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 Companyâ) and M/s. Ind Swift Laboratories Limited ("Transferorâ) 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 30^thSeptember, 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: -

In the accounts of	Nature of Transaction	Disclosure
Holding Company	Loans & Advances	Nil, as Company has no Holding Company
Subsidiary	Loans & Advances	Nil
Holding Company	Investments	Nil

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-

â¢ 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.

â¢ 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 36^th Annual General Meeting of the company held on September 21, 2022 to hold the office till the conclusion of the 41^st 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 38^th 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 4^th 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:

â¢ Orderly and efficient conduct of its business,

â¢ Safeguarding of its assets,

â¢ Prevention and detection of frauds and errors,

â¢ Accuracy and completeness of the accounting records, and

â¢ 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.

On behalf of the Board of Directors

Sd/-

S R Mehta Chairman

Place: Chandigarh Date: 13.08.2024

Mar 31, 2023

Your directors have pleasure in presenting the 37th Annual Report of the business and operations along with the Audited Financial Statements of the Company for the financial year ended on March 31, 2023.

FINANCIAL RESULTS

The Financial performance of the Company for the year ended March 31, 2023 is summarized below :

(Rs. In Lacs)
	Standalone		Consolidated¹
Particulars	Year ending 31-03-2023	Year ending 31-03-2022	Year ending 31-03-2023
Total Revenue	42281.25	42125.91	42281.25
Profit/(Loss) after exceptional/ extraordinary item	2603.67	(1960.22)	2603.67
Interest	5976.16	5715.88	5976.16
Depreciation	2866.78	3207.31	2866.78
Provision for deferred tax	0	0	0
Total Comprehensive Income	1567.61	(2510.29)	1567.61
Net Profit ( Loss) (after exceptional/ extraordinary item & tax)	2603.67	(2002.01)	2603.67
Balance c/f to balance sheet	2603.67	(2002.01)	2603.67

The debt of Rs. 90.78 crores of Bank of India was assigned to the Edelweiss Asset Reconstruction Company Limited at a settled amount of Rs. 30.20 crores on 29^th June, 2021. During the year, after receiving written confirmation from Edelweiss Asset Reconstruction Company Limited, a waiver of Rs. 60.58 crores (Principal & Interest) has been recognized as income inthe accounts of the company as per the applicable Accounting Standardsto reflect the true debt position of the company.

CONSOLIDATED FINANCIAL PERFORMANCE

During Financial Year 2022-23, 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 total revenue of Rs. 42281.25 lacs during the Financial Year ended March 31, 2023.The Company incurred a consolidated Net Profit of Rs. 2603.67 Lacs during FY 2022-23. During the year, the consolidated EBIDTA earned by the company was of Rs. 51.13 crores. As required under the provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015 the Audited Consolidated Financial Statements form part of the Annual Report and the same are annexed to this report.

INDIAN ACCOUNTING STANDARDS:

The financial statements for the year ended on March 31, 2023 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, 2023.

The Notes to the Financial Statements adequately covers the Audited Statements and form an integral part of this Report.

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. Presently, our presence is 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:

During the Financial Year 2022-23 the Board appointed Ms. Ginny Uppal, a member of the Institute of Company Secretaries of India (ICSI), as the Company Secretary & Compliance Officer of the company w.e.f. 30^th May, 2022.

Further, during the Financial Year 2022-23the Board of Directors of the Company had appointed Sh. Bhupinder Singh, as an Independent Director of the Company, subject to approval of the shareholders in the ensuing Annual General Meeting, for a period of 5 consecutive years w.e.f. 23^rd June, 2022. His appointment as an Independent Director up to 22nd June, 2027 was approved by the members in their meeting held on 21^st September, 2022.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee, recommend the re-appointment of the following directors of the company for a term of three years subject to the approval of the members in the ensuing Annual General Meeting -

1. Dr. Gopal Munjal (DIN: 00005196) as the Managing Director & CEO (Executive Director) w.e.f. 1^st April, 2024.

2. Dr. V.R. Mehta (DIN: 00010756) as the Joint Managing Director (Executive Director)w.e.f. 1^st April, 2024

3. Sh. S.R. Mehta (DIN: 00005668) as a Whole time Director, designated as Chairman w.e.f 1^st April, 2024

The relevant resolutions form part of the notice of the 37^th Annual General meeting.

Retirement by Rotation:

Pursuant to the provisions of Section 152(6) of the Act, Sh. Navrattan Munjal (DIN 00015096) and Sh. Himanshu Jain (DIN 00014533) Directors will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

Brief resume, nature of expertise in specific functionalareas, disclosure of relationships between directorsinter-se, details of directorship held in other companies,membership of committees of the Board, shareholdingin the Company held by the directors proposed to beappointed/re-appointed at the 37^th AGM, is provided inthe Notice of the AGM.

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. S. P Sharma - Independent Director, Dr. V.K. Arora - Independent Director, Sh. Bhupinder Singh - Independent Director, Sh. Jagvir Singh Ahluwalia - Independent Director, Sh. S.C. Galhotra - Independent Director and Ms. Anoop Michra -Independent Women Director. The Chairman of the Company is an Executive Promoter 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.

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. Since there was no default as to the payment of fixed deposit as on 31^stMarch, 2019 so, the Company had submitted a representation in this regard with the office of the ROC, however the same is still pending for a decision.

Details and brief resume of the Directors seeking reappointment/ appointments 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.

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 in the Annual General Meeting dated 29^th September, 2021 for continuation of Directorship ofSh. Subhash Chander Galhotra (DIN:07205416), (aged around 76 years) on the Board of the Company as a Non- Executive Independent Director of the Company.

During the financial year 2023-24, Sh. J.S. Ahluwalia, a Non-Executive Independent Director of the Company will also attain the age of 75 years. So, to comply with Regulation 17 (1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is taking members'' approval through a special resolution in the ensuing Annual General Meeting to enable Sh. J.S. Ahluwalia to continue his Directorship in the Company. The relevant resolution forms part of the notice of the 37thAnnual General meeting.

c) Relationship/Transaction of Non-Executive Directors with the Company

d) No. of Meetings of the Board

The Board meetings of your company are planned in consultation with the Board Members. Five (5) board

meetings were held during the year on held on 30^thMay, 2022, 9^th August, 2022, 21^st September, 2022, 14^thNovember, 2022 and 13^th February, 2023, the details of which are given in the Corporate Governance Report that forms part of this 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

The Independent Directors held separate meeting on 4^th March, 2023, without the presence of Non-Independent 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 BoardMembers, for the Board and its Committees for the financial year 2022-23. This evaluation was led by the Nomination and Remuneration/Compensation Committee of the Company. The Board evaluation frame work 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 Board of Directors expressed its satisfaction with the evaluation process.

f) Details of Familiarization Programme:

The company conducts the Familiarization program when new Director(s) is/are appointed during the year. 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 NonExecutive 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, 2023; 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, 2023 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 safe guarding 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

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

The company set up its wholly owned subsidiary in the Republic of Kenya with the name of ''Indswift India Limited'' in the month of May, 2022 with a view to facilitate promotion of the Company''s products in Kenya. However, the subsidiary has not commenced business operations yet.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The company had the following Subsidiaries as on 31^st March, 2023-

a. Indswift India Limited,in the Republic of Kenya- Wholly Owned Subsidiary (WOS)

The subsidiary is yet to commence business operations.

As on 31^st March, 2023 the Company did not have any Associate company or Joint venture.

DIVIDEND

The Board does not recommend any dividend for the Financial Year 2022-23. There is no unpaid dividend outstanding as on 31^st March, 2023.

RESERVES

As on 31^st March, 2023 the Reserves of the Company were Rs. (71,553.17) lacs as compared to Rs. (73,115.40) 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.

PUBLIC DEPOSITS

The Company has completedthe 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 30^thSeptember, 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. 28.42 lacs.

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) ofthe Companies Act, 2013, including rules made there under.

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. No materially significant related party transaction was entered into by the Company with the Key Managerial Personnel.All related party transactions are first approved bythe Audit Committee and thereafter placed beforethe Board for their consideration and approval. A statement of all related party transactions ispresented before the Audit Committee meeting on a quarterly basis, specifying the nature, value andterms 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.

RELATED PARTY TRANSACTIONS DISCLOSURES UNDER LODR REGULATIONS, 2015

In compliance to the above regulations, the Company hereby give disclosure in the specified format:-

In the accounts of	Nature of Transaction	Disclosure
Holding	Loans &	Nil, as Company
Company	Advances	has no Holding Company
Subsidiary	Loans & Advances	Nil
Holding Company	Investments	Nil

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.

As on 31^st March, 2023, M/s Essix Biosciences Limited, the Promoter entity held 31.45%, of the total equity of the Company.The details of related party transactions, if any, with Essix Biosciences Limited are 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 downguidelines and procedures to be followed, and disclosuresto 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

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 31stMarch, 2023 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

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

The annual return of the Company in compliance with the provision of Section 92(3) read with Section 134(3)(a)of the Companies Act, 2013 is available on website of the Company at http://www.indswiftltd.com/annual_return.php.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company has a Nomination and Remuneration Policy. 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:

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

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 2022-23.

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. The company continually works towards identification and reduction of risks and prevention of pollution at its plant and its surroundings.

RESEARCH & DEVELOPMENT AND QUALITY CONTROL

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

COMMITTEES OF THE BOARD

The Company''s Board has 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 details of the Composition of the Committees, their role and terms of reference are given in Corporate Governance report.

STATUTORY AUDITORS

The Company has appointed M/s Jain & Associates, Chartered Accountants, (FRN 001361N) as the Statutory Auditors of the Company in the 36^th Annual General Meeting of the company held on 21^st September, 2022 to hold the office till the conclusion of the 41^st Annual General Meeting of the Company to be held in the year 2027.

During the Financial Year 2022-23, 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 2022-23 does not contain any qualification, reservation, or adverse remark. Regarding the ''Emphasis of Matter'' the management comments are as under-

EMPHASIS OF MATTER	MANAGEMENT COMMENTS
We draw attention to Note No. 35(ii) of the accompanying standalone and consolidated financial statements, during the year, the company has recorded the income of	After receiving confirmation from the EARC and on the recommendation of the Audit Committee, it was resolved to write back the debt of Bank of India Loan as assigned to

Rs. 6057.87 Lakh in respect to waiver of debt (principal and interest) assigned by Bank of India to Edelweiss Asset Reconstruction Company (EARC) in FY 2021-22.	the EARC for an amount of Rs. 6057.87 Lakhs as an excep-tional/extraordinary item in the accounts of the company for financial year ended 31st March, 2023 to reflect the true debt position of the company.
We draw attention to Note No. 38 of the accompanying standalone and consolidated financial statements, which describes that despite assignment of Central Bank of India debt to ARC, the bank has not withdrawn its notice declaring company and its directors as Wilful defaulters. Legal suits have been filed for the withdrawal of the same and the matter is sub-judice	The company has also filed legal suits against the bank for setting aside the orders, whereby the directors have been declared as wilful 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 for RBI''s wilful defaulters list.
We draw attention to Note No. 42 of the accompanying standalone and consolidated financial statements, which states that sundry balances/excess provision amounting to Rs. 262.58 Lakhs have been written back during the year being not pay-able/provision not required	Self-explanatory and does not require any additional clarification from the Board.
We draw attention to Note No. 11 and Note No. 35(i), the company has repaid principal amounting to Rs. 2008.41 Lakh to EARC during the year as per its term sheet	Self-explanatory and does not require any additional clarification from the Board.

COST-AUDITORS AND THEIR REPORT

M/s. V. Kumar & Associates, Cost Accountants was appointed as the Cost Auditor to conduct theaudit of the Company''s cost records for the financial year ended 31^st March, 2023. M/s. V Kumar & Associates confirmed their eligibility for the said appointment. The Cost Auditor will submit the report for FY 2022-23 by the due date and the same will be submitted with the authorities as per prescribed timeline.

The Cost Audit Report, for FY 2021-22, was filed with the Central Government within the statutory timelines. 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 readwith the Companies (Audit and Auditors) Rules, 2014, since theremuneration to be paid to the Cost Auditor for FY

2023-24 isrequired to be ratified by the members, the Board of Directorsrecommends the same for ratification at the ensuing Annual General Meeting. Theproposal forms a part of the notice of the 37^th 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

Mr. Vishal Arora, Practicing Company Secretary was appointed as Secretarial Auditor of the Company for the financial year 2022-23 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed Form MR-3 is attached as "Annexure IV & IVA" to the Directors'' Report.

The Secretarial Auditors have observed five 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. V K 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 for RBI''s willful defaulters list.

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 due to the disposal of the company''s

appeal of restructuring of the Fixed Deposits by the Hon''ble NCLAT, New Delhi. 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;however it is still pending.

5. Observation is a matter of record only.

6. The management comments have been disclosed at the relevant places in the Annual report.

7. Observation is a matter of record only.

8. 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 2022-23. 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 by the Audit Committee and Board of Directors during the Financial Year 2022-23.

INTERNAL COMPLAINTS COMMITTEE

During the year, the Committee has not received any complaint related to Sexual harassment.

INTERNAL FINANCIAL CONTROL

The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen them. The Company has a robust Management Information System, which is an integral part of the control mechanism.

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.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No proceedings were admitted against the company under the Insolvency and Bankruptcy Code, 2016 by the National Company Law Tribunal. 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.

ONE-TIME SETTLEMENT WITH THE BANKS OR FINANCIAL INSTITUTIONS

During the year, after receiving written confirmation from Edelweiss Asset Reconstruction Company Ltd., a waiver of Rs. 60.58 crores (Principal and interest) has been recognized as income in the accounts of the company as per the applicable accounting standards to reflect the true debt position of the company.

CORPORATE GOVERNANCE

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.

PARTICULARS OF EMPLOYEES

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

VAT Matter

In the year 2018-19 the sales tax deptt. Chandigarh had completed the sales tax assessment of the Company for the year 2011-12 and had raised a demand of Rs. 66.34 crore on account of VAT and CST (VAT Rs. 14.33 cr, CST Rs. 0.17cr, penalty Rs. 31.61 cr and interest Rs. 20.23 cr). The Company had filed an appeal against the said order with DETC (Appeals) as per Punjab VAT Act

and had deposited asum of Rs 16.65 cr being 25.10% of the above stated demandto the sales tax deptt, on 08.05.2019. In respect of the samedispute but on different law points, the matter is also pending before the Hon''ble Supreme Court and Hon''ble High Court.

Central Bank of India Matter

During the year 2019-20, the Central bank of India (Lender Bank), had declared the Company and its Directors naming Sh. S R Mehta, Dr. Gopal Munjal, Dr. V R Mehta, Sh. Navrattan Munjal, Sh. S P Sharma, Dr. V K Arora, Sh. S C Galhotra, Mr. R S Bedi as willful defaulters.

However, on 3^rd March, 2020 the Central Bank of India had assigned its'' debt to M/s Edelweiss Assets Reconstruction Company (India) Limited and after the assignment of debt the same was paid in full by the Company. The Company has also satisfied the ROC Charge in respect of this loan after getting a NOC from Edelweiss on 10^th July, 2020. Meantime, Central Bank of India has withdrawn their original appeal from the Debt Recovery Tribunal, as filed by them against the company. However, the willful defaulter notice has not been withdrawn by the Central Bank of India till date. The Company has filed legal suits against the Bank for setting aside the orders, whereby the Directors have been declared as willful defaulters. The matter is pending adjudication before the Hon''ble High Court. Further, Central Bank of India vide its letter no RO/OPR/2022-23 dated 4^th February, 2023, has forwarded recommendation to its central head officefor deletion of the names of directors for RBI''s willful defaulters list.

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

No material changes and commitments have occurred between the end of the financial year and the date of the Report, which influences the Financial Statements.

TRANSFER/SALE OF MANUFACTURING FACILITIES

As informed in last year''s Annual report, to reduce the company''s debt the Board took the shareholders'' approval at its Extra Ordinary General Meeting held on 30^th Day of March, 2020 to sell/lease the unit no III and IV of the company. Consequent to the approval of the shareholders, the Board of Directors of the Company entered into an agreement with M/s ANG Lifesciences (India) Limited for the sale of

Units III and IV for an agreed price of Rs. 60 Crores. The said transaction is expected to be completed by 30th June, 2024. The proceeds from the sale are being used to pay off the lenders of the company.

REGISTRAR AND SHARE TRANSFER AGENT

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 31stMarch, 2023, at its meeting held on 30^th May, 2023.

SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

ACKNOWLEDGEMENT

On behalf of the Board of Directors

Sd/-

S R Mehta Chairman

Place: Chandigarh Date: 31.08.2023

Notes-

1. The company''s wholly owned subsidiary, Indswift India limited was set up in Kenya in the month of May 2022 and is yet to commence business operations.

REVIEW OF BUSINESS OPERATIONS

During the Financial Year 2022-23, your company earned total revenue of Rs. 42281.25 lacs against Rs. 42125.91 lacs during financial year 2021-22. The export turnover of the Company in the Financial Year 2022-23 was Rs. 28266.25 lacs as compared to Rs. 29319.05 lacs in the previous financial year. The Company incurred Net Profit of Rs. 2603.67 lacs during FY 2022-23 against losses of Rs. 1960.22 lacs in FY 202122. During the year, your Company earned an EBIDTA of Rs. 51.13 Crores as compared to Rs. 59.32 Crores in the previous financial year.There has been no change in the nature of business of the Company during the year under review.

Mar 31, 2018

Dear Shareholders,

The Directors presents the 32^nd Annual Report of the Company together with audited statement of accounts for the year ended 31^st March, 2018.

FINANCIAL RESULTS

		(Rs. In Lacs)
Particulars	Year ending 31-03-2018	Year ending 31-03-2017
Total Turnover	28073.38	28088.30
Gross Profit ( Loss)	(5337.71)	(36337.40)
Depreciation	3463.13	3573.22
Provision for deferred tax	0	0
Net Profit ( Loss)	(5411.67)	(36548.78)
Balance c/f to balance sheet	(5411.67)	(36548.78)

REVIEW OF BUSINESS OPERATIONS

The financial year 2017-18 continued to be tough year for the company. During financial year 2017-18, your company achieved a turnover of Rs. 28073.38 lacs against the turnover of Rs. 28088.30 Lacs during financial year 2016-17. Company suffered a loss of Rs. 5411.67 lacs during 2017-18 against loss of Rs. 36548.78 lacs in 2016-17.

CONSOLIDATED FINANCIAL PERFORMANCE

Your company recorded a consolidated turnover of Rs. 26623.90 Lacs during 2017-18 against the turnover of Rs. 26531.34 Lacs during 2016-17. in consolidated terms, the Company suffered a loss of Rs. 5068.38 Lacs against loss of Rs. 37393.41 Lacs in 2016-17. The Consolidated financial figures include the respective financial figures of the Company''s One Associate Company. As required under the provisions of the Companies Act 2013 and SEBI (LODR) Regulations, 2015, Audited Consolidated Financial Statements form part of the Annual Report and the same are annexed to this Report.

DIRECTORS

During the year under review the nomination of Mr. Brij Mohan Padha, a nominee Director was withdrawn by Punjab National Bank and consequenely he ceased to be Director w.e.f. 13/02/2018.

The current terms of Sh. S.R. Mehta, Whole Time Director & Chairman, Dr. Gopal Munjal, Managing Director cum CEO and Dr. V.R. Mehta, Joint Managing Director of the Company, are expiring on 31^st March, 2019. Therefore, they are being proposed to be re-appointed for another term of 5 years in the ensuing Annual General Meeting of the Company. Further, their remuneration will also be fixed for next 3 years i.e. from 2019-20 to 2021-22.

Mr. Jagvir Singh Ahluwalia was appointed as an independent Director w.e.f. 29.08.2017 for a term of five years. An ordinary resolution is being proposed to the shareholders of the Company for regualrising his appointing as an independent Director.

Pursuant to the provisions of Section 152 of the Act, Sh. Navrattan Munjal (DiN No. 00015096) Director and Sh. Himanshu Jain (DiN No. 00014533) Director 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 Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the applicable provisions of Section 149 of the Companies Act, 2013.

During the year, five Board meetings were held on 30^th May 2017, 26^th August, 2017, 14^th September, 2017, 14^th December 2017 and 13^th February, 2018. The details regarding the meetings are given in the Corporate Governance Report.

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 13^th February, 2018, without the presence of Non-independent 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 Nomination and Remuneration Committee has also carried out evaluation of every Director''s performance. The performance evaluation of all the independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires.

The Directors expressed their satisfaction with the evaluation process.

DIRECTORS RESPONSIBILITY STATEMENT

a) That in the preparation of the annual financial statements for the year ended March 31, 2018; 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, 2018 and of the profit of the Company for the year ended on that date;

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 Whistleblower 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.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2018 the Company does not have any Subsidiary or Joint venture.

The company has M/s ind Swift Laboratories Limited as its Associate Company.

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 associate is given in Form AOC - 1 enclosed as Annexure 1 to this report. 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.

DIVIDEND

In view of inadequacy of profits, the Board does not recommend any Dividend for the Financial Year 2017-18.

Unpaid dividend outstanding as on 31.03.2018 is Rs. 2.93 Lakhs (Previous year Rs 5.67 Lakhs) During the Financial Year an amount of Rs. 2.74 Lakhs was transferred to central government account (investor Education and Protection fund) on account of unpaid dividend for financial year 2009-10.

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. The Company has transferred the unclaimed and unpaid Dividends for the financial year 2009-10 to IEPF. Further, the corresponding shares will be transferred as per the requirements of IEPF rules, details of which are provided on the Company website www.indswiftltd.com.

The dividends which remain unclaimed for seven years from the date it is lying in the unpaid dividend account, will be transferred to IEPF. Shareholders who have not encashed their dividend warrants relating to the dividends specified on the website are requested to immediately send their request for issue of duplicate warrants. The details of unclaimed dividends up to the financial year ended 31.03.2011 are available on the website of the Company www.indswiftltd. com. Once unclaimed dividend is transferred to IEPF, no claim shall lie in respect thereof with the Company.

DEPOSITS

The Hon''ble Company Law Board vide its order No. CP No. 27/02/2013 dated 30/09/2013 had granted extension of time in repayment of deposits. As the Company has incurred further losses, the Company had filed a fresh Petition with Hon''ble NCLT, Chandigarh Bench for grant of further extension in repayment of the outstanding deposits.

The Hon''ble NCLT has vide its order dated 08.12.2017, disposted of the said appeal with order to repay outstanding deposits within a period of 2 months. The Company has however approached the Hon''ble National Company Law Appellate Tribunal (NCLAT), New Delhi against the said order of the Hon''ble NCLT, Chandigarh. The appeal is pending as on date. Except for the amount of deposits for which the Company is in appeal.

RELATED PARTY TRANSACTIONS

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 was in conflict with the interest of the Company. No materially significant related party transaction was made by the Company with the Key Managerial Personnel. 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 2" 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

COMPANY SECRETARY & COMPLIANCE OFFICER

Mr. Amrender Kumar Yadav joined as the Company Secretary & Compliance Officer of the Company w.e.f. 02.08.2018 in place of Ms. Simrat Kaur who resigned from the post w.e.f. 14.07.2018.

RISK MANAGEMENT

Even though the provision of Regulation 21 of the SEBI (LODR) Regulations, 2015 regarding constitution of Risk Management Committee are not applicable on the Company, the Board has constituted a Risk Management Committee. The details of the Committee and its terms of reference are set out in the Corporate Governance Report.

CHANGES IN CAPITAL STRUCTURE AND LISTING OF SHARES

During the year under review, there was no change in the Authorized Share Capital and Paid-Up Share Capital of the Company.

The Company''s shares are listed on the National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE) and are actively traded.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (2) (e) of the SEBI (LODR) Regulations, 2015, is presented in a separate section forming part of the Annual Report

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92 (3) of the Companies Act, 2013, extract of the Annual Return in Form MGT-9 is given in "Annexure 3" to this Report.

NOMINATION AND REMUNERATION POLICY

The Company has a Nomination and Remuneration Policy. 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, on the basis of the report of performance evaluation of independent directors.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not applicable to your Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

AUDIT COMMITTEE

The functions performed by the Audit Committee and the particulars of meetings held and attendance thereat are given in the Corporate Governance Report.

STATUTORY AUDITORS

Pursuant to the provisions of Sections 139 of the Companies Act, 2013 and the rules framed thereunder, the Company in its Annual General Meeting held on 26th day of September, 2017 has appointed M/s Jain & Associates, Chartered Accountes (Firm Reg. No. 001361N) as the Statutory Auditors of the Company for a period of Five Consecutive years from the conclusion of the 31st Annual General Meeting of the Company till the conclusion of the 36th Annual General Meeting of the Company to be held in the year 2022.

Under Section 139(1) of the Companies Act, 2013 and the rules made there under, earlier it was mandatory to place the matter related to ratification of appointment of Statutory Auditors in every Annual General Meeting of the Company. But now, after the changes in Companies (Audit and Auditors) Amendment Rules, 2018 such proviso has been omitted w.e.f 7^th May, 2018. Accordingly, no item has been taken for the ratification of appointment of Statutory Auditors of the Company.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS IN THEIR REPORT.

Regarding observations/ qualifications made by the Auditors, the Directors have to state as under:-

1. In view of Financial crisis being faced by the Company,

Company is finding difficulties in making payment of dues to the banks/ financial institutions. Hence, accounts pertaining to Cash Credit (CC), Term Loans (TL), Working Capital Term Loans (WCTL), Funded interest Term Loans (FITL) with the banks have been declared as NPAs by respective banks due to non- payment of dues on time. Some of the banks have not charged interest on CC, TL, WCTL & FITL accounts post such accounts becoming NPAs. The accrued liability on account of the same amounting to Rs. 153.63 Crore. (Previous Year 134.76 Crore) has not been provided in the books of accounts.

2. Interest accrued on fixed deposit during the year for Rs 227.99 Lacs has not been provided in accounts as the same is payable to fixed deposit holders at the time of maturity of fixed deposits as per the scheme approved by Company Law Board as mentioned above.

3. The impairment study is still an ongoing process and no estimation is possible at this stage.

COST-AUDITORS AND THEIR REPORT

M/s. V. Kumar & Associates, Cost Accountants have been duly appointed as Cost Auditors of the Company for audit of cost accounting records which are covered under the Cost Audit Rules for current financial year ending March 31, 2019.

As required by Section 148 of the Companies Act, 2013, necessary resolution has been included in the Notice convening the Annual General Meeting, seeking ratification by the Members to the remuneration proposed to be paid to the Cost Auditors for the financial year ending March 31, 2019.

The Cost Audit Reports are required to be filed within 180 days from the end of the financial year. The Cost Audit Reports for the financial year 2016-17 issued by M/s V. Kumar and Associates, Cost Auditors, was filed with Ministry of Corporate Affairs. The Cost Audit Reports for the financial year ended March 31, 2018 will be filed within the prescribed period.

it is further to declare that 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.

INTERNAL COMPLAINTS COMMITTEE

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.

SECRETARIAL AUDITORS AND THEIR REPORT

Mr.Vishal Arora, Practising Company Secretary was appointed as Secretarial Auditor of the Company for the financial year 2017-18 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as "Annexure 5" and forms part of this report. There are no qualifications or observations or other remarks of the Secretarial Auditors in the Report issued by them for the financial year 2017-18 which call for any explanation from the Board of Directors.

CORPORATE GOVERNANCE

A Report on Corporate Governance forms a 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 6" to this 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 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 "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

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 7" 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.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Bankers and Government Authorities and also thanks 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 its Distributors, agents, stockiest, retail traders, medical professionals, employees and customers for their continued patronage of the company products.

On behalf of the Board of Directors

Place: Chandigarh S R Mehta

Date: 14.08.2018 Chairman

Mar 31, 2015

Dear Members,

The Directors presents the 29th Annual Report of the Company together with audited statement of accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

(Rs. In Lacs)

Particulars Year ending Year ending 31-03-2015 31-03-2014

Total Turnover & other income 41903.32 58260.08

Gross Profit (Loss) befor interest & Deprection (6806.77) (2131.70)

Interest 3992.57 7675.57

Depreciation 3936.33 2626.44

Provision for tax 0.00 0.00

Mat Credit Entitlement 0.00 0.00

Provision for deferred tax (222.91) (877.38)

Net Profit / Loss after tax (14512.76) (11556.33)

Appropiations

Balance c/f to balance sheet (14512.76) (11556.33)

REVIEW OF BUSINESS OPERATIONS

The financial year 2014-15 continued to be tough year for the company. During financial year 2014-15, The company achieved a turnover of Rs. 41903.32 lacs against the turnover of Rs. 58260.08 Lacs during financial year 2013-14. Company suffered a loss of Rs. 14512.76 lacs during 2014-15 against loss of Rs.11556.33 lacs in 2013-14.

Global Business Unit (GBU)

The Ace unit of Ind Swift Limited was created in the year 2005 with an aim to globalize the Ind Swift brand for finished dosage forms. GBU has to leap into an expansion mode within a short time frame to be able to cater to the demands of the customers across the target markets and started expanding its capacities in line with the customer demands.

The products from GBU are now available in more than 35 countries across the world. The product selection for the various markets is based on the patent expiries in the developed countries and the high growth therapeutic segments like Cardiology, Diabetology, Osteoarthritis etc in the emerging markets. The biggest achievement of this year has been Re- Accreditation by MHRA ( UK) which will help in expanding further business in UK & Europe

With the increasing regulatory demands from across the globe, GBU is geared up to handle all kinds of queries from the Ministry of Health of different countries and has about 450 products registered globally. 20 New Product registrations filed from GBU got registered this year and another 25 Product dossiers are at advanced stage of approval, with another about 400 in the pipeline. Each product registration in a country gives a thrust to our business. GBU today partners with the leading generic players in all 35 represented countries. The commitment to Supply chain excellence, cost competitiveness and a Total Quality Management program which is driven by systems has allowed GBU to be recalled as a 'Supplier of Choice' on all occasions. Continued repeat orders from our existing clients including some of the biggest name in Pharmaceutical World market speaks about Total Quality Management System adopted at GBU.

GBU has started marketing its products under its brand in more than 10 countries. Parallelly GBU is developing /Registering new molecules, which are going off patent 2017 onwards. The R&D arm of GBU has also become successful in Joint Development projects with five business plan already in place. These projects would give significant improvement in the bottom line along with assurance of business in future.

Domestic Business

During the year under review, the Domestic formulation business has contributed around 89% of total sales of the company. Domestic sales have gone up by more than 6% compared to last fiscal year and growing steadily. The financial mismatch due to prevailing negativity in the market has adversely affected the domestic sales of the company. To overcome all these factors, we have outsourced marketing for our generics healthcare brands, which has given tremendous boost to our healthcare products. We have also out-licensed few of our products for domestic market and we are confident that we will have improvement in top line & bottom line (EBIDTA) during the current year 2015-16. Our top 10 products have contributed around 17% of total sales during the year 2014-15. We are planning to add around ten new products in the fields of Gastroenterology, Dermatology, Anti-Infective segment which will give us boost in product mix and will give additional EBIDTA in coming times.

Research & Development

The Company has a spawning Research & Development facilities offered by its state-of-art drug formulations, chemical research & analytical development centre, equipped with the latest equipments needed for combinational synthesis, ultramodern HPLC and GC systems.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

As the Company's accumulated losses as at March 31, 2015 had resulted into erosion of its peak net worth during the immediately preceding four financial years (as computed as per the provisions of Sick Industrial Companies (Special Provisions) Act, 1985) ("SICA"). The Company had made necessary reference to the Board for Industrial and Financial Reconstruction (BIFR) pursuant to the provisions of SICA.

DIRECTORS

Sh. Jagannadhan Thunuguntla and Sh. K.M.S. Nambiar Resigned from the Board w.e.f. 22nd October 2014 and 19th November, 2014 respectively. The Board places on record its appreciation to the contributions made by them during their tenure as Director.

Prof. A.D.Ahluwalia, Mrs. Veena Dadwal and Mr. Ashok Gupta have been appointed as a Additional Director by the Board of Directors of the company w.e.f. 31-03-2015 and holds the office till conclusion of forthcoming Annual General Meeting. It is proposed to appoint them as Independent Directors of the company.

Sh. Himanshu Jain, Director is retiring by rotation at the ensuing Annual General Meeting and being eligible offer himself for re- appointment..

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit as follows:-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 and of the profit and loss of the company for that period;

(c) the directors had 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

BOARD EVALUATION MECHANISM

Criterions have been formulated for formal evaluation of the individual directors, Board as a whole and various sub-committees. The directors evaluated performance of other directors (excepting themselves), the Board as a whole and its' various sub - committees and provided their feedback to the Nomination & Remuneration Committee. The Nomination & Remuneration Committee after reviewing the feedback received from directors provided its' recommendation to the Board for final evaluation.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism and Whistle Blower Policy to provide for conducting the affairs of the company in a fair and transparent manner and providing a framework to promote responsible and secure reporting of undesirable activities ("whistle blowing"). Through this Policy, the Company seeks to provide a mechanism to all the employees, or directors of the Company ("whistleblower") to disclose any misconduct, malpractice, unethical and improper practice taking place in the Company for appropriate action and reporting, without any fear of any kind of discrimination, harassment, victimization or any other unfair treatment or employment practice being adopted against the whistleblower. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The details regarding Subsidiary, Joint venture and Associate Companies are given as per Form AOC-1 attached to this report. DIVIDEND

The Board of Directors of the Company has decided not to declare any dividend on Equity or Preference Shares.

UNCLAIMED DIVIDEND

During the year, an amount of Rs. 457563 was transferred to central government account Investor Education and Protection fund account of The Central Government on account of unpaid dividend for financial year 2006-07.

The details of deposits during the year under review are furnished hereunder

1 Amount of Deposits at the beginning of Financial Year 2014-15 Rs.438,371,156

2 Amount of deposits accepted or renewed during year NIL

3. Amount of deposit repaid during the year Rs. 30,132,066

4. Amount of deposits outstanding at the end of year Rs. 408,239,090

The company had approached Company Law Board, New Delhi for seeking extension of time for repayment of deposits. The Company Law Board has sanctioned the re-payment scheme and passed its orders on the matter on dated 30-09-2013.

RISK MANAGEMENT

During the year under review, a Risk Management Committee was formed to assist the Board in discharging its responsibilities towards management of material business risk (material business risks includes but not limited to operational, financial, sustainability, compliance, strategic, ethical, product quality, human resource, industry, legislative or regulatory and market related risks) including monitoring and reviewing of the risk management plan / policies in accordance with the provisions of clause 49 of the Listing Agreements.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

In accordance with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has in place an Anti Harassment policy. There was no complaint received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31st March, 2015.

CHANGES IN SHARE CAPITAL

During the year under review, there was no change in either the Authorized or Paid up share capital of the company. The company has not issued any Employee Stock Option Plans (ESOP)

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Clause 49 of the Listing Agreement, the Management's Discussion and Analysis Report for the year under review is given in a separate section forming part of this Annual Report.

CASH FLOW ANALYSIS

Pursuant to the provisions of Clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended on 31st March, 2015 has been provided with the Financial Statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as per annexure I to this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of Loans, guarantees or investments made under Section 186 are provided in Form AOC-2 attached to this report as well as in the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 186 are provided in the financial statements

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS IN THEIR REPORT.

Regarding observations/ qualifications made by the Auditors, the Directors have to state as under:-

1. No provision of trade receivable which are outstanding for a period of more than 3 years have been made in accounts as the Company is hopeful of recovery of the same through constant follow up or by legal process as the management is contemplating to initiate legal action against such debtors. However the management will review the position and will make suitable provision in accounts in the next years wherever the trade receivable are found to be non recoverable.

2. In view of the financial crises the Company is finding difficulties in making payment of dues to bank/financial institutions i.e. interest and installment in terms of CDR package approved by CDR EG vide its letter dated 27.12.2012. Due to non-payment of dues on time, some bankers/ financial institutions have declared loan accounts of the Company as NPA's and accordingly they have not charged interest on these accounts. In the absence of availability of exact amount of interest payable, the provision on account of the same has not been made in accounts.

3. The Company is in process of getting an impairment study done in respect of units where the activities are suspended. The financial impact of the impairment loss, if any, will be accounted for at the material time after the completion of impairment study.

4. Due to severe liquidity crunch some statutory liabilities could not be paid in time. However the Company is taking reasonable steps to clear the statutory dues at the earliest.

EXTRACT OF ANNUAL RETURN

The extracts of Annual Return in Form MGT-9 for the Financial Year 2014-15 has been enclosed with this report as per Annexure III to this report.

NUMBER OF BOARD MEETINGS HELD:

The details regarding number of Board meetings held during the year have been provided in the Corporate Governance Report.

APPOINTMENT & REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

STATUTORY AUDITORS

The Statutory Auditors of the Company M/s J.K.Jain & Associates, Chartered Accountants (Regd. No.004025N) were appointed for a period of three years i.e. from the conclusion of 28th AGM till the conclusion of 31st AGM and as per terms of Section 139 of The Companies

Act,2013, They seek ratification of their appointment for current Financial Year from the shareholders. They have confirmed their eligibility and willingness to accept the office of Auditors, if reappointed for the year 2015-16. The Audit Committee and the Board of Directors recommend the appointment of M/s J.K. Jain & Associates as Statutory Auditors of the Company for the financial year 2015-16 for shareholders approval.

COST-AUDIT

M/s. V. Kumar & Associates, Cost Accountants have been duly appointed as Cost Auditors of the Company for audit of cost accounting records which are covered under the Cost Audit Rules for current financial year ending March 31, 2016.

As required by Section 148 of the Companies Act, 2013, necessary resolution has been included in the Notice convening the Annual General Meeting, seeking ratification by the Members to the remuneration proposed to be paid to the Cost Auditors for the financial year ending March 31, 2016.

The Cost Audit Reports are required to be filed within 180 days from the end of the financial year. The Cost Audit Reports for the financial year 2013-14 issued by M/s V. Kumar and Associates, Cost Auditors, was filed with Ministry of Corporate Affairs on 29th September, 2014. The Cost Audit Reports for the financial year ended March 31, 2015 will be filed within the prescribed period.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s Arora & Gujral, Practicing Company Secretaries, Chandigarh to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in prescribed format MR.-3 given by aforesaid Secretarial Auditors is annexed to this Board Report as Annexure IV and forms an integral part of this report.

The Secretarial Auditor has neither qualified the Secretarial Audit Report nor given any adverse remark for which explanation may be required to be given in the Director's Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance. At Ind-Swift Limited, it is imperative that our Company affairs are managed in a fair and transparent manner. We Comply with the Securities and Exchange Board of India (SEBI)'s Guidelines on Corporate Governance. A Detailed Report on Corporate Governance is annexed herewith and forms part of this Report.

DETAILS REGARDING ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The company is maintaining adequate internal financial controls with reference to the financial statements. A well established policies and procedures for internal control of operations and activities are maintained, and these are continually reviewed for effectiveness. The Internal Control System is supported by qualified personnel and a continuous program of internal audit. The Prime Objective of such audit is to test the adequacy and effectiveness of all internal control systems laid down by the management and to suggest improvements. The Company encourages and recognizes improvements in work practices. The Internal Control System of the Company is also reviewed by the Audit Committee Periodically.

LISTING

The shares of the Company are listed at following Stock Exchanges:

1. Bombay Stock Exchange Limited

2. National Stock Exchange of India Limited

The Shares of the Company are being traded in Compulsory Dematerialized form. The Company has ensured Connectivity with both the depositories i.e. NSDL and CDSL.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of the employees are set out as per Annexure II to this 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 Company has been making constant endeavor to attract and retain the best talent. The Company invests in the Training and Development needs of its employees through Tailor made Programs and extensive workshops. Focused initiatives were undertaken to improve HR Process tools and techniques.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Bankers and Government Authorities and also thanks 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 its Distributors, agents, stockiest, retail traders, medical professionals, employees and customers for their continued patronage of the company products.

On behalf of the Board of Directors

Chairman

Place: Chandigarh Date: 10.08.2015

Mar 31, 2014

Dear Members,

The Board of Directors of the Company presents the 28th Annual Report of the Company for the year ended on 31st March 2014 together with the audited accounts of the Company for the year ended on 31st March 2014

Financial Results

The Financial performance of the Company for the year ended on 31st March, 2014 is summarized as below:

(Rs. in lacs)

Particulars from 1st April 2013 from 1st July 2012 to 31st March 2014 to 31st March 2013 (9 Months)

Sales and other income 58260.08 39946.60

Profit before interest and depreciation -2131.70 -1604.91

Interest 7675.57 8641.10

Depreciation 2626.44 1848.21

Profit before tax -12433.71 -12094.22

Provision for tax 0 0.00

Mat Credit Entitlement 0 0.00

Provision for deferred tax -877.38 -965.43

Profit after tax available for appropriation -11556.33 -11128.79

Appropriations

Balance Transfer to balance sheet -11556.33 -11128.79

Balance B/F from earlier years 1915.78 13044.57

Profits C/F to Balance Sheet -9640.55 1915.78

Performance Review

The year under review was toughest in the history of the company. The net income for the year was Rs. 582. 60 crores. Net loss of the company was Rs. 115.56 crores. As previous year consisted of period of nine months only, hence the current year figures are not comparable.

Dividend

The Board of Directors of the company has decided not to declare any dividend on Equity or Preference shares.

Unclaimed Dividend

The Company has deposited the unclaimed/unpaid dividend for the year 2005-06 into Investor Education and Protection fund U/s 205-C of the Companies Act, 1956.

Share Capital

During the year 4168571 equity shares were issued to the promoters under CDR scheme. Consequently, the equity share Capital of the Company now consist of 50346741 shares of Rs. 2/- each fully paid up.

Global Business Unit (GBU)

The products from GBU are now available in more than 30 countries across the world . The product selection for the various markets is based on the patent expiries in the developed countries and the high growth therapeutic segments like Cardiology, Diabetology, Osteoarthritis etc in the emerging markets. With the increasing regulatory demands from across the globe, GBU is geared up to handle all kinds of queries from the Ministry of Health of different countries and has about 450 products registered globally with another about 500 in the pipeline. Each product registration in a country gives a thrust to our business.

GBU today partners with the leading generic players in all the countries. The commitment to Supply chain excellence, cost competitiveness and a Total Quality Management program which is driven by systems has allowed GBU to be recalled as a ''Supplier of Choice'' on all occasions.

A cohesive team has allowed GBU to move ahead in its path at an unimaginable pace. GBU has started marketing its products under its brand in many countries. GBU is developing and Registring new molecules, which are going off patent 2017 onwards. The R&D arm of GBU has also become successful in Joint Development projects with five business plans already in place. These projects would give significant improvement in the bottom line along with assurance of business in future. Tough and Rough market and regulatory environment are not a deterrent for GBU but a challenge to overcome and create a sustainable niche.

Domestic Business

At Ind Swift, Domestic formulations sales have shown rapid growth, contributing 68.8 % to our total revenue of Rs. 565 crores and Exports also hold a share of 31.2% in 2013-14. Domestic sales have grown by 23.4% over last year. Our market share has grown by 8.96% in March 2014. The top 10 brands of the Company have contributed 22.7 % of the sales in 2013-14. Though we all know the financial distress through which the company is sailing through, but we have not lost hope and are continuing to strive with all enthusiasm and positively. And we hope to recuperate our position among top 50 Pharma companies of India very soon.

We have already established our field force and offices in countries like Russia, Cambodia, Vietnam, Dubai & Mauritius for export and already have plans for 2014-15 to launch our field force in four other countries. We have already tied up with the World''s leading pharmaceutical companies for contract manufacturing. We have already filed 2000 Dossiers in various countries of Europe, Latin America, Africa and Middle East are in the waiting for approval in the next coming 2-3 years. Only 259 Dossiers have been approved so far and has given 50% YoY growth. The Company has aggressive forwardly integrated plans for growth and exploring new opportunities. We are working on 10 new molecules with market size worth US$ 6 Billion

Research and Development

The Company has a spawning Research & Development facilities offered by its state-of-art drug formulations, chemical research & analytical development centre, equipped with the latest equipments needed for combinational synthesis, ultramodern HPLC and GC systems.

Directors

Dr. H.P.S. Chawla and Mr. R.K.Ummat resigned from the Board w.e.f. 01/11/2013 and 01/03/2014 respectively. The Board places on record its appreciation to the contributions made by them during their tenure as Director.

Dr. V.K.Arora and Mr. J. Thunuguntala were appointed as Additional Director by the Board of Directors of the company and they holds the office till conclusion of forthcoming Annual General Meeting. It is proposed to appoint both of them as independent Directors of the Company.

Pursuant to section 152 of the Companies Act, 2013 Mr. N.R. Munjal retires by rotation at the ensuing Annual General meeting and being eligible, offer himself for re-appointment.

Pursuant to section 149 of the Companies Act, 2013, the Board propose to appoint Mr. K.M.S. Nambiar, Dr. R.S. Bedi, Mr. S.P. Sharma, existing independent Directors as Non-Executive Independent Directors of the Comapny for a term of five consecustive year w.e.f. 1st April 2014 to 31st March , 2019, subject to the approval of members at the ensuing Annual Gerneral meeting of the Company. These independent Directors shall not liable to retire by rotation.

The brief resume and other details of these directors seeking re-appointment as required under clause 49 of the listing agreement are provided in the notice of the AGM and forms part of this Annual Report.

Managment Disscussion & Analysis

A details Managment Disscussion & Analysis forms part of this Annual Report, which is given in separtely elsewhere in the Report.

Director''s Responsibility Statement

Pursuant to the requirements under section 217(2AA) of the Companies Act, 1956 with respect to director''s responsibility statement, your directors confirm

1. That in the preparation of the accounts for the year ended 31st March 2014, the applicable accounting standards have been followed along with proper explanation to material departure, if any;

2. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the net profit or loss of the company for the year under review;

3. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. That the directors have prepared the accounts for the year ended 31st march 2014, on going concern basis.

Auditors & Audit Report

M/s J. K. Jain & Associates, Chartered Accountants, Chandigarh, statutory auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. Audit Committee and Board recommend their re-appointment. The Auditor''s Report is self-explanatory and does not require any explanation by the Board.

Cost Audit

The Company has re-appointed M/s V Kumar & Associates, Cost Accountants as Cost Auditors to conduct Cost Audit of the company for the year 2014-15.

Pursuant to rule 5 of Companies (Cost Audit Report) rules 2011, Cost Audit Report for the period ended 31st March, 2013 was filed with central Goverment on 29th September, 2013 in the XBRL mode.

Energy, Technology and Foreign Exchange

Information required under section 217(1)(e) of the companies Act 1956, read with Companies (Disclosure of Particulars in the report of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed and forms a part of this report.

Personnel

The information under section 217(2A) of The Companies Act, 1956 is enclosed as per Annexure ''B''. The employer - employee''s relations remained cordial throughout the year at all locations

Fixed Deposits

The aggregate amount of fixed deposits as on 31st March, 2014 was Rs.43.84 crores (Previous Year Rs. 57.62 crores ).

The company had approached Company Law Board, New Delhi for seeking extension of time for the repayment of deposits. The CLB has sanctioned the repayment scheme and passed its order on the matter on dated 30-9-2013.

Listing

The shares of the Company are listed at following Stock Exchanges:

1. Bombay Stock Exchange Limited

2. National Stock Exchange of India Limited

The listing fee for the concerned year has been paid to the respective Stock Exchanges.

Depository System

The shares of the Company are being traded in compulsory de- materialized form. The Company has ensured connectivity with both the depositories i.e. NSDL and CDSL.

Corporate Governance

A detailed report on Corporate Governance is annexed herewith and forms a part of this Report. The Auditors Certificate certifying the compliance with the conditions of the Corporate Governace under clause 49 of the listing agreement is also annexed to this report.

Acknowledgment

Yours directors would like to express their grateful appreciation for the assistance and co-operation received from the Bankers and government authorities and also thanks 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 its distributors, agents, stockiest, retail traders, medical professionals, employees and customers for their continued patronage of the company products.

On behalf of the Board of Directors

Place : Chandigarh Date : 12.08.2014 Chairman

Mar 31, 2013

Dear Members,

The Board of Directors of the Company presents the 27th Annual Report of the Company for the period of nine months ended on 31st March 2013

Financial Results

The Financial performance of the Company for the period ended on 31st March, 2013 is summarized as below:

(Rs. in lacs)

Particulars From 1st From 1st July 2012 April 2011 to 31st to 30th March 2013 June 2012 (9 Months ) (15 Months)

Sales and other income 39946.60 161978.84

Profit before interest and -1604.91 12036.57 depreciation

Interest 8641.10 12096.70

Depreciation 1848.21 2324.93

Profit before tax -12094.22 -2385.06

Provision for deferred tax -965.43 -283.54

Profit after tax available for -11128.79 -2101.52 appropriation

Appropriations

Balance Transfer, to balance sheet -11128.79 -2101.52

Balance b/f from earlier years 13044.57 15146.09

Profit c/f to balance sheet 1915.78 13044.57

Performance Review

As informed in the previous report, the company had extended its previous Financial year to 15 months i.e. from 1st April 2011 to 30th June 2012 in order to reflect the consolidated financial statements of merged entities in view of proposed merger of Essix Biosciences Ltd and Dashmesh Medicare Pvt. Ltd. with the company. However, the Board of Directors have decided to conclude the current financial year on 31st March 2013 .Hence the present financial statements are for the period of nine months i.e. from 1st July 2012 to 31st March 2013.

Corporate Debt-Restructuring

The year under review was the toughest in the history of the company. The proposal for restructuring of debts under Corporate Debt Restructuring [CDR] mechanism was approved by the CDR Empowered Group on December 27, 2012. The Master Restructuring Agreement (MRA) was signed with the lenders participating in the CDR package on March 28, 2013. The CDR package envisages restructuring of existing outstanding Term Loan and Working Capital facilities ( excluding ECB/FCTL Loans), repayment morotorium and revision in rate of interests. In terms of package, the promoters have infused an amount of Rs. 7.29 Crores towards the equity share capital of the company in first tranche. Entire shareholding of Promoters Group has been pledged in favour of the security trustees to secure the credit facilities and Joint Charge has been created in favour of lenders covered under CDR package.

Dividend

The Board of Directors of the company has decided not to declare any dividend on Equity or Preference shares.

Unclaimed Dividend

The Company has deposited the unclaimed/unpaid dividend for the year 2004-2005 into Investor Education and Protection fund U/s 205-C of the Companies Act, 1956.

Global Business Unit (GBU)

The Global Business Unit (GBU) was created in the year 2005 with an aim to globalize the Ind Swift brand for finished dosage forms. The manufacturing site catering to the demand of the developed international markets was commissioned in 2006. GBU achieved a major milestone by receiving two major regulatory approvals, one from MHRA, UK and the other from TGA, Australia within a record time. The approvals opened the gates for GBU to become a key supplier of products to the countries of EU, Australia, Canada, Singapore etc. GBU today partners with the leading generic players in all the countries. The focus of GBU for the prospective years is clear and the ground has already been laid. Leading generic companies have initiated Co-Development activities with GBU for regulated markets like EU and Canada.GBU has also started active marketing of our product range in various countries like Kenya, Uganda, Tanzania, Myanmar and Sri Lanka. With brands of GBU now in active promotion, the medical fraternity in these countries have now started recognizing Ind Swift as a brand from India known for its Quality and Efficacy wherever it operates. GBU's manufacturing facility has received further GMP approvals in this year from Malawi, Zimbabwe and Kenya and the GMP application has been filed for accreditation from Ukraine and MCC, South Africa. New countries where commercial supplies started are Algeria, Uzbekistan, Mauritius and Nepal. The markets lined up for future growth activities are GCC, MENA, Russia, Brazil, Africa and CIS countries

Domestic Business

The company started its operations in the year 1986 with a mission of winning both domestic & global markets. The company, both structurally and functionally could reaffirm its presence in the domestic markets all over the country It has a presence of around 1000 committed marketing field force, 5 Lakh retailers, 3200 stockists and more than 50 C&F catering to customers throughout the length and breadth of country. The Company is marketing its products through various divisions like Mega, Cardio, Q-Den, Gyno, Generic, Oncrit, Q-Cos, Institutions etc., has a portfolio of more than 750 pharma products with strong presence in high growth therapeutic segments like Cardiology, Anti-depressant, Anti-allergic, Anti-infective, Neurology, Oncology etc. The Company believes, in line with global heath-care requirement, that constant quality healthcare services are need of the hour and as such focuses on Herbal, Nutraceutical & OTC Division, besides Dermatology, Cosmetology & ICU / Cancer. We have already established firm foots in the domestic markets and also stabilized its marketing activities locating in & operating from Mumbai. Although at present, the company is facing toughest time in its history and the current market situation is little volatile due to various reasons, but we are confident of having excellent branding value as returns & dividends for its efforts and as such to have a bright future in the years ahead.

Research and Development

The Company has a spawning Research & Development facilities offered by its state-of-art drug formulations, chemical research & analytical development centre, equipped with the latest equipments needed for combinational synthesis, ultramodern HPLC and GC systems.

Directors

The IFCI has withdrawn the nomination of Sh. Atul Saxena, from the Board of Directors of the company w.e.f. 19th February, 2013. Dr Surya Kant Mathur Resigned from the Board w.e.f. 11th June, 2013. The Board places on record its appreciation to the contributions made by them during their tenure as Director

Sh. R.K. Ummat has been appointed as Additional Director by the Board of Directors of the company w.e.f. 31st March, 2013 and he holds the office till conclusion of forthcoming Annual General Meeting. The Punjab National Bank has nominated Sh. J.K. Gupta as its nominee on the Board of Directors of the Company w.e.f. 4th June, 2013.

Mr. N.R. Munjal, Mr. Himanshu Jain, and Mr. Rishav Mehta, Directors are retiring by rotation at the Annual General Meeting and being eligible offer themselves for re-appointment.

Director's Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to director's responsibility statement, your directors confirm

1. That in the preparation of the accounts for the period ended 31st March 2013, the applicable accounting standards have been followed along with proper explanation to material departure, if any;

2. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the net profit or loss of the company for the year under review;

3. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. That the directors have prepared the accounts for the period ended 31st march 2013, on going concern basis.

Auditors

M/s J. K. Jain & Associates, Chartered Accountants, Chandigarh, statutory auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

The Auditor's Report is self-explanatory and does not require any explanation by the Board.

Cost Audit

Pursuant to the provisions of section 233B of the Companies Act, 1956 M/s V Kumar & Associates, Cost Accountants has been re- appointed as Cost Auditors to conduct Cost Audit of the company for the year 2013-14. The Cost Audit Report for year 2011-12 has been filed with the Central Government.

Energy, Technology and Foreign Exchange

Information required under section 217(1)(e) of the companies Act 1956, read with Companies (Disclosure of Particulars in the report of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed and forms a part of this report.

Personnel

The information under section 217(2A) of The Companies Act, 1956 is enclosed as per Annexure 'B'. The employer - employee's relations remained cordial throughout the year at all locations

Fixed Deposits

The aggregate amount of fixed deposits as on 31st March, 2013 was Rs.57.62 Crores (Previous Year Rs. 99.90 Crores). Company continued to pay the interest & principal sum to the fixed deposit holders during the year 2012-13. However, dut to tight liquidity position and consequent default in payment of fixed deposit holders in the month of April-June, 2013 the Company opted to approach Honable Company Law Board for seeking extension in repayment of deposits and exemption from other provisions of the Compaines Act, 1956.

Listing

The shares of the Company are listed at following Stock Exchanges:

1. Bombay Stock Exchange Limited

2. National Stock Exchange of India Limited

The listing fee for the concerned year has been paid to the respective Stock Exchanges.

Depository System

The shares of the Company are being traded in compulsory de-materialized form. The Company has ensured connectivity with both the depositories i.e. NSDL and CDSL.

Corporate Governance

A detailed report on Corporate Governance is annexed herewith and forms a part of this Report.

Acknowledgment

Your directors would like to express their grateful appreciation for the assistance and co-operation received from the bankers and government authorities and also thanks 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 its distributors, agents, stockists, retail traders, medical professionals, employees and customers for their continued patronage of the company products.

Place : Chandigarh On behalf of the Board of Directors Date : 9th August 2013

Chairman

Mar 31, 2011

Dear Shareholders

The Board of Directors of the Company has pleasure in presenting the 25th Annual Report of the Company for the financial Year 2010-11.

Financial Results

The Financial performance of the Company for the year ended 31st March 2011 is summarized as below:

Rs. (In Lakhs)

Year ending 31st Year ending 31st

Particulars March 2011 March 2010

Sales and other income 89879.28 68943.34

Profit before interest and depreciation 13196.35 9346.37

Interest 7164.09 4299.20

Depreciation 1551.39 1214.98

Profit before tax 4480.87 3832.19

Provision for tax 879.83 651.28

Provision for deferred tax 147.21 173.77

Profit after tax available for appropriation 4345.17 3671.50

Performance

The sales revenue and other income for the year under review at Rs.898.79 Crores is up from Rs. 689.43 Crores in the previous year. Profit Before tax is Rs.44.81 Crores (previous year Rs. 38.32 Crores), profit after tax is Rs.43.45 Crores as compared to Rs. 36.71 Crores in the previous year.

Dividend

The Board has recommended a dividend of 1% (i.e. Rs. 1/- per share) on cumulative redeemable preference shares and 20% (i.e.Rs. 0.40 per share) on equity shares for the year under consideration. The dividend if approved by the shareholders at the ensuing annual general meeting will be paid on or before 26-10-2011 to those shareholders whose names appear on the register of members of the company as on the date of book closure.

The Company has deposited the unclaimed/unpaid dividend for the year 2002-2003 into Investor Education and Protection fund u/s 205-C of the Companies Act, 1956.

Global Business Unit

During the past fscal, Global Business Unit of the company continued its journey towards growth. We have been creating and achieving milestones year after year. The GBU achieved a growth of 38% during last year. We plan to increase our revenue by approximate 19 Mn USD in the current fscal year thereby achieving a growth of 50% over previous year. GBU underwent successful National Health Surveillance Agency (ANVISA) Brazil audit and is expecting the approval very soon. GBU also got Gulf Co-operative Council (GCC) approval certificate and registration of products has commenced across gulf Countries.

Formulation Business

In the formulation business, we have continued adding new territories and register new products in the already operational territories. We have also undertaken major initiative in developing more products and expanding our product portfolio. Our mission of adding new and interesting products to our portfolio is continuing. We have established tie-ups with new partners in many countries such as Uzbekistan, Georgia, Ethiopia, Malaysia, Singapore, Algeria, Oman & Bahrain and the operations are now being initiated with new set ups.

CRAM and Licensing

We have done exceptionally well in out licensing business and motivated by our success with the existing dossiers. We are looking at greatly enhancing our service offers in this segment. Our strategy for the contract manufacture business is to scale up the business with prudence ensuring that only projects with predefned bottom line are undertaken. We have successfully managed to strike a fne balance between volume based CM projects and the value based ones in synchronization of the above strategy. Besides contract manufacturing activities, our own products which were licensed out in Europe and Australia have been launched commercially to become the frst generic.

Domestic Business

In order to further strengthen Company's position in domestic as well as International market, and to further allow more penetration in pharmaceutical market, your company has shifted it's entire marketing operations to Mumbai. The company has taken this strategic decision, as Mumbai provides a competitive market for pharmaceutical industry; growth trends are very favourable, along with the availability of skilled manpower. The results can be clearly seen as our ethical and generic divisions have seen around 30% growth as compared to last year. During the year, the company has launched six divisions viz GENERIC, ONCRIT, MEGASWIFT, GYNOSWIFT, Q-DEN and CARDIA SWIFT which are dedicated to almost all the major therapeutic segments. Apart from this we have launched new product range in all the new divisions including monopolistic products. Two new divisions in the segment of Neutraceuticals and Over the Counter Products (OTC) are also in the pipeline.

Research and Development

The Company has a spawning Research & Development facilities offered by its State-of-Art drug formulations, chemical research & analytical development centre, equipped with the latest equipments needed for combinational synthesis, ultramodern HPLC and GC systems.

Directors

Mr. N.R.Munjal, Mrs. Nirmal Aggarwal, and Dr. S.K.Mathur Directors of the company are retiring by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Director's Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to director's responsibility statement, your directors confirm:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation to material departure, if any;

(ii) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the net profit of the company for the year under review;

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) That the directors have prepared the accounts for the financial year ended 31st March, 2011 on going concern basis.

Auditors

M/s J.K.Jain & Associates, Chartered Accountants, Chandigarh, statutory auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Auditor's Report is self-explanatory and does not require any explanation by the Board.

Pursuant to the provision of section 233B of the Companies Act, 1956 read with General Circular No. 15/2011 dated April 11, 2011, M/s V.Kumar & Associates, Cost Accountants has been appointed as Cost Auditors to conduct Cost Audit of the company for the year 2011-12.

Energy, Technology and Foreign Exchange

Information required under section 217(1)(e) of The Companies Act 1956, read with Companies (Disclosure of Particulars in the report of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed as per Annexure -A and form part of this report.

Personnel

The information under section 217(2A) of The Companies Act, 1956 is enclosed as per Annexure -B. The employer employees' relations remained cordial throughout the year at all locations.

Fixed Deposits

The Company's fixed deposit scheme has drawn good response and confdence from the public. The aggregate amount of fixed deposits as on 31st March 2011 was Rs.6389.26 Lakhs (previous year Rs. 6208.84 Lakhs). There was no default in repayment of principal as well as interest in relation to deposits. Further, there is no unclaimed or unpaid amount in relation to deposits.

Listing

The shares of the Company are listed at following Stock Exchanges:

1. Bombay Stock Exchange Limited

2. National Stock Exchange of India Limited

The listing fee for the concerned year has been paid to the respective Stock Exchanges.

Depository System

The shares of the Company are being traded in compulsory de-materialized form. The Company has ensured connectivity with both the depositories i.e.. NSDL and CDSL.

Corporate Governance

A detailed report on Corporate Governance is annexed herewith and forms part of this Report.

Acknowledgment

Yours directors would like to express their grateful appreciation for the assistance and co-operation received from the Bankers and government authorities and also thanks the shareholders for the confdence reposed by them in the Company and look forward to their valuable support for the future plans of the Company.

Yours Directors also thank its distributors, agents, stockiest, retail traders, medical professionals, employees and customers for their continued patronage of the company products.

For and On behalf of the Board Place: Chandigarh

Dated: 31-08-2011 Chairman

Mar 31, 2010

The Board of Directors of the Company have pleasure in presenting the24th Annual Report of the Company for the financial Year 2009-10.

Financial Results

The Financial performance of the Company for the year ended 31stMarch 2010 is summarized as below:

Particulars Year ending Year ending 31stMarch 2010 31stMarch 2009

Sales and other income 68943.34 59359.12

Profit before interest and depre- 9346.37 8676.75 ciation

Interest 4299.20 3681.13

Depreciation 1214.98 947.48

Profit before tax 3832.19 4048.14

Provision for tax 651.28 458.65

Provision for deferred tax 173.77 187.90

Provision for FBT -- 11.95

Profit after tax available for ap- 3671.50 3773.82 propriation

Performance

The sales revenue and other income for the year under review at Rs.689.43 Crores is up from Rs.593.59 Crores in the previous year. Profit Before tax is Rs.38.32 Crores (previous year Rs. 40.48 Crores), profit after tax is Rs.36.71 Crores from Rs. 37.73 Crores in the previous year.

Dividend

The Board has recommended a dividend of 20 % (i.e. Rs. 21- per share) for the year under consid- eration. The dividend if approved by the share- holders at the ensuing annual general meeting will be paid on or before 30-10-2010 to those shareholders whose names appear on the register of members of the company as on the date of book closure.

The Company has deposited the unclaimed/un- paid dividend for the year 2000-2001 into Inves- tor Education and Protection fund u/s 205-C of the Companies Act, 1956.

Global Business Unit

Success, they say, is a journey and not a destina- tion. The Global Business Unit of your company has imbibed this philosophy and its this underly- ing principle which governs our business. In line with this we have been creating milestones year after year. We expect a major boost to our Export Turnover in coming years as we have started ex- porting more of our products to various countries.

We have continued adding new territories and register more products in the already operational territories. We have also undertaken major initia- tive in developing more products and expanding our product portfolio. With the successful ap- proval of the sachet facility from TGA and EU, we hope to see this line add decent amount of business in the coming years. We have also em- barked upon the mission to add new and interest- ing product offers in this segment.

Some of the prominent new countries commer- cialized in the last fiscal are Malaysia, Jamaica, Tajikistan and Nigeria.

CRAMs and Licensing

We have done exceptionally well in our licensing business and motivated by our success with the existing dossiers are looking at greatly enhancing our service offers in this segment. Our strategy for the CM business is to scale up the business with prudence ensuring that only projects with predefined bottom line are undertaken. We have successfully managed to strike a fine balance be- tween volume based CM projects and the value based in syncronation with the above strategy. Besides Contract Manufacturing activities, our own products have been licensed out to lead- ing generic players in Europe and Australia. The approvals and launches are expected by the li- cense holders in the early next year. One of these products would be the first generic launch in the West Europian Countries. Various customers audit have been successfully concluded for our manufacturing sites at Jawaharpur and Jammu. Loan license arrangements have been initiated for exports to fulfill the demands of customers on a product range that was not possible in house si- multaneously upgrading the facilities of our ven- dors. To streamline operations and development of new products, Regulatory function has now been aligned with the formulations R&D.

Domestic Business

Your Company has successfully launched a new marketing division v NOVA with special focus on ophthalmology, ENT and Dermatology. The divi- sion has strength of near about 300 field persons spread across the country. We have also success- fully added a new molecule in already existing division in gynecology, pediatrics and cardiology segments which has given a clear edge to the company in market. Three new divisions in the segments of Oncology & ICU, Herbal neutraceu- ticals, and over the counter products(OTC) are in pipeline. With the launch of these new divisions, the company will have presence in almost in all the areas of Health & Pharmaceuticals.

Research and development

The Company has a spawning Research & De- velopment facilities offered by its State-of-Art drug formulations, chemical research & analyti- cal development centre, equipped with the latest equipments needed for combinational synthesis, ultramodern HPLC and GC systems.

Directors

Mr. V.K.Mehta, one of the founder Directors of the company left for heavenly abode on 21st March 2010. The Board of Directors Places on records its tribute to the valuable services rendered dur- ing his tenure.

Rishav Mehta, who was appointed as additional director & hold office till conclusion of AGM, is proposed to be appointed as a Director who shall be lible to retire by rotation.

Dr. H.RS.Chawla, Dr. N.D.Aggarwal & Mr. Hi- manshu Jain, Directors of the company are retir- ing by rotation at the forthcoming Annual Gen- eral Meeting and being eligible offer themselves for re-appointment.

Directors Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with re- spect to directors responsibility statement, your directors confirm:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explana- tion to material departure, if any;

(ii) That the directors have selected such ac- counting policies and applied them consis- tently and made judgments and estimates that were 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 and of the net profit or loss of the com- pany for the year under review;

(iii) That the directors have taken proper and sufficient care for the maintenance of ad- equate accounting records in accordance with the provisions of companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) That the directors have prepared the ac- counts for the financial year ended 31st March, 2010 on going concern basis.

Auditors

M/s J.K.Jain & Associates, Chartered Accoun- tants, Chandigarh, statutory auditors of the Com- pany retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

The Auditors Report is self-explanatory and does not require any explanation by the Board.

Energy, technology and foreign exchange

Information required under section 217(l)(e) of the companies Act 1956, read with Companies (Disclosure of Particulars in the report of Direc- tors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign ex- change earnings and outgo is annexed and form part of this report.

Personnel

The information under section 217(2A) of The Companies Act, 1956 is enclosed as per Annex- ure VB

The employer - employees relations remained cordial throughout the year at all locations.

Fixed Deposits

The Companys fixed deposit scheme has drawn good response and confidence from the public. The aggregate amount of fixed deposits as on 31st March 2010 was Rs.6208.84 Lakhs (previ- ous year Rs. 1769.08 Lakhs). There was no de- fault in repayment of principal as well as interest in relation to deposits. Further, there is no un- claimed or unpaid amount in relation to deposits.

Listing

The shares of the Company are listed at following Stock Exchanges:

1. Bombay Stock Exchange Limited

2. National Stock Exchange of India Limited

The listing fee for the concerned year has been paid to the respective Stock Exchanges.

Depository System

The shares of the Company are being traded in compulsory dematerialised form. The Company has ensured connectivity with both the deposito- ries i.e.. NSDL and CDSL.

Corporate Governance

A detailed report on Corporate Governance is annexed herewith and forms part of this Report.

Acknowledgment

Yours directors would like to express their grateful appreciation for the assistance and co-operation received from the Bankers and government au- thorities and also thanks 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 its distributors, agents, stock- iest, retail traders, medical professionals, employ- ees and customers for their continued patronage of the company products.

By Order of the Board For and on Behalf of the Directors

Place: Chandigarh

Date: 06-09-2010 Chairman

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