FOR PRIVATE CIRCULATION ONLY AND CONFIDENTIAL (For the ... · [email protected] Note: The...

FOR PRIVATE CIRCULATION ONLY AND CONFIDENTIAL (For the Addressee only) Serial No: 01 Addressed to: investors

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1. GENERAL RISKS Investment in debt and debt related securities involve a degree of risk and investors should not invest any funds in the debt instruments, unless they can afford to take the risks attached to such investments. Investors are advised to read the risk factors carefully before taking an investment decision in relation to this Issue. For taking an investment decision, the investors must rely on their own examination of the Company, this Information Memorandum issued in pursuance hereof and the Issue including the risks involved. The Issue has not been recommended or approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum. Prospective investors are advised to carefully read the risks associated with the Issue of Debentures. Specific attention of investors is invited to statement of Risk Factors on page 37 under the heading “Risk Factors” of this Information Memorandum. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the Debentures or investor’s decision to purchase the Debentures.

2. ISSUER’S ABSOLUTE RESPONSIBILITY The Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Information Memorandum contains all information as required under Schedule I of SEBI (Issue and Listing of Debt Securities) Regulations, 2008 as amended, from time to time, and that this information contained in this Information Memorandum is true and fair in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

3. Credit Rating The Debentures proposed to be issued by the Issuer have been rated by CARE Ratings India Limited (the "Credit Rating Agency"). The Credit Rating Agency has vided its letter dated May 18, 2018 assigned a rating of "CARE-C (Stable)-" (the "Rating") in respect of the Debentures. The Rating is not a recommendation to buy, sell or hold securities and each investor should take his, her or its own decision in investing in the Debentures. Additionally, the Rating may be subject to revision or withdrawal at any time by the Credit Rating Agency and should be evaluated independently of any other ratings. Please refer to. Appendix 9 of this Information Memorandum for the letters dated May 18, 2018 from the Credit Rating Agency assigning the credit rating above mentioned and providing the rationale in relation to the same

4. Listing

The Debentures are proposed to be listed on the wholesale debt market segment of the BSE Limited.


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Registrar & Transfer Agent Debenture Trustee

M/S. ALANKIT ASSIGNMENTS LIMITED Alankit House, 4E/2, Jhandewalan Extension,

New Delhi- 110055 Contact No.:91-11-33591000 / 42541234 /

23541234

Vistra ITCL (India) Limited The IL&FS Financial Center

Plot No. C–22, G Block, 7th Floor Bandra Kurla Complex

Bandra (East), Mumbai 400051 Contact No.:+91 22 2659 3535

Auditors Compliance officer and Company

Secretary M/s Avishkar Singhal & Associates

SCO-2413-14, 2nd FLOOR Sector- 22-C Chandigarh-160022

Contact No.:0172-5088885

Mr. Pardeep Verma (AVP-Corporate Affairs & Company

Secretary) Contact No.:0172 - 2730503 / 2730920 E-mail Id:[email protected],

[email protected]

Note: The Issuer reserves the right to change the issue closing date and in such an event, the Deemed Date of Allotment for the Debentures may also be revised by the Issuer at its sole and absolute discretion.


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TABLE OF CONTENTS

Sl. No. Particulars Page No. 1. Section 1: NOTICE TO INVESTORS AND DISCLAIMERS 5 2. Section 2: DEFINITION & ABBREVIATIONS

10

3. Section 3: Regulatory Disclosures 13

4. Section 4: Risk Factors 37

5. Section 5: Trustee 54

6. Section 6: Other Information

6.5 Details of the issue

55

56

7. PRIVATE PLACEMENT OFFER LETTER (PAS 4) 69

8. Appendix 1 & 2 74

9. Appendix 3 75

10. Appendix 4 77

11. Appendix 5 79

12. Appendix 6 80

13. Appendix 7 81

14. Appendix 8 83

15. Appendix 9 Credit rating letter 85

16. Appendix 10 Debenture Trustee Consent letter 91

17. Board Resolution 92


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SECTION 1: NOTICE TO INVESTORS AND DISCLAIMERS

1. GENERAL DISCLAIMER CLAUSE THIS INFORMATION MEMORANDUM OF PRIVATE PLACEMENT (THIS "DRAFT DISCLOSURE/INFORMATION MEMORANDUM') IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF A PROSPECTUS. THE ISSUEIS BEING MADE STRICTLY ON A PRIVATE PLACEMENT BASIS. THIS INFORMATION MEMORANDUM IS NOT INTENDED TO BE CIRCULATED TO MORE THAN 200 PERSONS, SUBJECT TO APPLICABLE LAW. MULTIPLE COPIES OF THIS INFORMATION MEMORANDUM GIVEN TO AN ENTITY SHALL BE DEEMED TO BE GIVEN ONCE TO THAT ENTITY AND SHALL BE TREATED AS SUCH.THIS INFORMATION MEMORANDUM DOES NOT CONSTITUTE AND SHALLNOT BE DEEMED TO CONSTITUTE AN OFFER OR AN INVITATION TO THE GENERAL PUBLIC TO SUBSCRIBE TO THE DEBENTURES. APART FROM THIS INFORMATION MEMORANDUM, NO PROSPECTUS HAS BEEN PREPARED IN CONNECTION WITH THE OFFERING OF THIS ISSUE OR IN RELATION TO THE COMPANYN OR ISSUCHA PROSPECTUS REQUIRED TO BE REGISTERED UNDER THE APPLICABLE LAWS. ACCORDINGLY, THIS INFORMATION MEMORANDUM HAS NEITHER BEEN DELIVERED FOR REGISTRATION NOR IS IT INTENDED TO BE REGISTERED. THIS INFORMATION MEMORANDUM HAS BEEN PREPARED TO PROVIDE GENERAL INFORMATION ABOUTTHE COMPANY TO POTENTIAL, INVESTORS TO WHOM IT IS ADDRESSED AND WHO ARE WILLING AND ELIGIBLE TO SUBSCRIBE TO THE DEBENTURES. THIS INFORMATION MEMORANDUM DOES NOT PURPORT TO CONTAIN ALL THE INFORMATION THAT A POTENTIAL INVESTOR MAY REQUIREIN DECIDING WHETHER TOINVESTINTHE DEBENTURES. NEITHER THIS INFORMATION MEMORANDUM NOR ANY OTHER INFORMATION SUPPLIED IN CONNECTION WITH THE DEBENTURES IS INTENDED TO PROVIDE THE BASIS OF ANY CREDIT OR OTHER EVALUATION NOR SHOULD ANY RECIPIENT OF THIS INFORMATION MEMORANDUM CONSIDER SUCH RECEIPT A RECOMMENDATION TO PURCHASE ANY DEBENTURES. EACH INVESTOR CONTEMPLATING THE PURCHASE OF DEBENTURES SHOULD MAKE HIS, HER OR ITS OWN INDEPENDENT INVESTIGATION OF THE FINANCIAL CONDITION ANDAFFAIRS OF THE COMPANY, AND HIS, HER OR ITS OWN APPRAISAL OF THE CREDITWORTHINESS OF THE COMPANY EACH POTENTIAL INVESTOR SHOULD CONSULT HIS, HER OR ITS OWN FINANCIAL, LEGAL, TAX AND OTHER PROFESSIONAL ADVISORS AS TO THERISKS AND INVESTMENTCONSIDERATIONS ARISING FROM AN INVESTMENT IN THE DEBENTURES ANDSHOULD POSSESS THE APPROPRIATE RESOURCES TO ANALYSE SUCH INVESTMENT AND THE SUITABILITY OF SUCH INVESTMENT TO SUCH INVESTOR'S PARTICULAR CIRCUMSTANCES. NONE OF THE INTERMEDIARIES OR THEIR AGENTS OR ADVISORS ASSOCIATED WITH THIS ISSUE UNDERTAKE TO REVIEW THE FINANCIAL CONDITION OR AFFAIR OF THE COMPANY DURING THE LIFE OF THE ARRANGEMENTS CONTEMPLATED BY THIS INFORMATION MEMORANDUM OR HAVE ANY RESPONSIBILITY TO ADVISE ANY INVESTOR OR POTENTIAL INVESTOR IN THE


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DEBENTURES OF ANYINFORMATION AVAILABLE WITH OR SUBSEQUENTLY COMING TO THEATTENTION OF, THE INTERMEDIARIES, AGENTS OR ADVISORS.

THE COMPANY CONFIRMS THAT, AS OF THE DATE HEREOF, THIS INFORMATION MEMORANDUM CONTAINS INFORMATION THAT IS ACCURATE IN ALL RESPECTS AND DOES NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT, OR OMITS TO STATE ANY MATERIAL FACT, NECESSARY TO MAKE THE STATEMENTS HEREIN THAT WOULD BE, IN THE LIGHT OF CIRCUMSTANCES UNDER WHICH THEY ARE MADE, NOT MISLEADING. NO PERSON HAS BEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE IN THE INFORMATION MEMORANDUM OR IN ANY MATERIAL MADE AVAILABLE BY THE COMPANY TO ANY POTENTIAL INVESTOR PURSUANT HERETO AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, NEITHER THE INTERMEDIARIES NOR THEIR AGENTS AND ADVISORS ASSOCIATED WITH THIS ISSUE HAVE SEPARATELY VERIFIED THE INFORMATION AONTAINED IN THIS INFORMATION MEMORANDUM. ACCORDINGLY, NO REPRESENTATION, WARRANTY OR UNDERTAKING, EXPRESS OR IMPLIED, IS MADE, AND NO RESPONSIBILITY IS ACCEPTED, BY ANY SUCH INTERMEDIARIES ASSOCIATED WITH THIS ISSUE SHALL HAVE NO LIABILITY IN RELATION TO THE INFORMATION CONTAINED IN THIS INFORMATION MEMORANDUM OR ANY OTHER INFORMATION PROVIDED BY THE COMPANY IN CONNECTION WITH THE ISSUE. THE CONTENTS OF THIS INFORMATION MEMORANDUM ARE INTENDED TO BE USED ONLY BY THOSE INVESTORS TO WHOM IT IS ISSUED. THIS INFORMATION MEMORANDUM IS NOT INTENDED FOR DISTRIBUTION TO ANY OTHER PERSON AND SHOULD NOTBE REPRODUCED BY THE RECIPIENT. EACH COPY OF THIS INFORMATION MEMORANDUM IS SERIALLY NUMBERED AND THE PERSONTO WHOM A COPY OF THE INFORMATION MEMORANDUM IS SENT IS ALONE ENTITLED TO APPLY FOR THE DEBENTURES.NO INVITATION IS BEING MADE TO ANY PERSONS OTHER THAN THOSE TO WHOM AN APPLICATION FORM ALONG WITH THIS INFORMATION MEMORANDUM HAS BEEN SENT. ANY APPLICATION BY A PERSON TO WHOM THE INFORMATIONMEMORANDUMAND/OR THE APPLICATION FORM HAS NOT BEEN SENT BY THE COMPANY SHALL BE REJECTEDWITHOUTASSIGNING ANY REASON. THE PERSON WHO IS IN RECEIPT OF THIS INFORMATION MEMORANDUM SHALL MAINTAIN UTMOST CONFIDENTIALITY REGARDING THE CONTENTS OF THIS INFORMATION MEMORANDUM AND SHALL NEITHER REPRODUCE NOR DISTRIBUTE IN WHOLE OR PART OR MAKE ANY ANNOUNCEMENT IN PUBLIC OR TO A THIRDPARTY REGARDINGITS CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY. THE COMPANY DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION MEMORANDUM TO REFLECT SUBSEQUENT EVENTS AFTER THE DATE OF THIS INFORMATION MEMORANDUM AND THUS THIS INFORMATION MEMORANDUM SHOULD NOT BE RELIED UPON WITH RESPECT TO SUCH SUBSEQUENT EVENTS WITHOUT FIRST CONFIRMING ITS


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ACCURACY WITH.THE COMPANY. NEITHER THE DELIVERY OF THIS INFORMATION MEMORANDUM NOR ANY SALE OF DEBENTURES MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES CONSTITUTE A REPRESENTATIONOR CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HERE OF.THIS INFORMATION MEMORANDUM DOES NOT CONSTITUTE, NOR MAY IT BE USED FOR, OR IN CONNECTION WITH, AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOUCITATION IS NOT AUTHORIZED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NO ACTION IS BEING TAKEN TO PERMIT SUCH AN OFFER OR SOLICITATION. NO ACTION ISBEING TAKEN TO PERMIT AN OFFERINGOF THE DEBENTURESOR THE DISTRIBUTIONOF THIS INFORMATION MEMORANDUM IN ANY JURISDICTION WHERE SUCH ACTION IS REQUIRED. THE DISTRIBUTION OF THIS INFORMATION MEMORANDUM AND THE OFFERING AND SALE OF THE DEBENTURES MAY BE RESTRICTED BYLAW IN CERTAIN JURISDICTIONS. PERSONS IN WHOSE POSSESSION THIS INFORMATION MEMORANDUM IS MADE AVAILABLE TO POTENTIAL INVESTORS IN THE ISSUE ON THE STRICT UNDERSTANDING THAT IT IS CONFIDENTIAL.

A. STOCK EXCHANGE DISCLAIMER CLAUSE As required, a copy of this IM has been filed with the Stock Exchange in terms of SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time. It is to be distinctly understood that submission of this IM to the Stock Exchange should not in any way be deemed or construed to mean that this IM has been reviewed, cleared or approved by the Stock Exchange, nor does the Stock Exchange in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this IM. The Stock Exchange does not warrant that the NCDs will be listed or will continue to be listed on the Stock Exchange nor does the Stock Exchange take any responsibility for the soundness of the financial and other conditions of the Company, its promoters, its management or any scheme or project of the Company. B. DISCLAIMER IN RESPECT OF JURISDICTION This Issue is made in India to investors as specified under the paragraph titled "Who can Apply" at page 62 of this Information Memorandum, who will have been identified upfront by the Issuer. Neither this Information Memorandum nor the Private Placement Offer Letter constitute an offer to sell or an invitation to subscribe to the Debentures to any person to whom it is not specifically addressed. Any disputes arising out of this Issue will be subject to the non-exclusive jurisdiction of the courts and tribunals at Chandigarh, India. C. DISCLAIMER IN RESPECT OF CREDIT RATING AGENCIES A rating is the opinion on credit quality and not a recommendation to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. The Credit Rating Agency has based its ratings on information obtained from sources believed by it to be accurate and reliable. The Credit Rating Agency does not, however, guarantee the accuracy, adequacy or completeness of any such information and is not responsible for any errors or omissions or for the results obtained from the use of such information.


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D. DISCLAIMER CLAUSE OF SEBI Pursuant to the provisions of the SEBI Debt Listing Regulations, it is not stipulated that a copy of this Information Memorandum must be filed with, or submitted to, SEBI for its review or approval. It is to be distinctly understood that this Information Memorandum should not in any way be deemed or construed to have been approved or vetted by SEBI and that this Issue is not recommended or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any proposal for which the Debentures are being issued or for the correctness of the statements made or opinions expressed in this Information Memorandum. The Company, however, undertakes to file this Information Memorandum and/or the Private Placement Offer Letter with the Registrar of Companies (through the online portal provided by the Ministry of Corporate Affairs) and SEBI within thirty (30) days from the Deemed Date of Allotment as per the provisions of the Companies Act and the rules there under. E. DISCLAIMER CLAUSE OF DEBENTURE TRUSTEE The Issue Confirms that all necessary disclosure have been made in this Information Memorandum including but not limited to, statutory and other regulatory disclosures. Each Investor should carefully read and note the contents of this information memorandum. The Debenture Trustee ipso facto does not have the obligations of a borrower or a principal debtor or a guarantor as to the monies paid/invested by any investor for the debentures. F. FORCE MAJEURE The Company reserves the right to withdraw the Issue at any time prior to the closing date thereof in the event of any unforeseen development adversely affecting the economic and/or regulatory environment or otherwise. In such an event, the Company will refund the application money, if any, collected in respect of the Issue without assigning any reason. G. ISSUE OF DEBENTURES IN DEMATERIALIZED FORM Pursuant to Regulation 20(l)(c) of the SEBI Debt Listing Regulations, the Issuer has made arrangements with the Depository for the issue of the Debentures in dematerialized form. The Issuer shall (a) take all necessary steps to credit the Debentures allotted to the Designated Account of the Debenture Holder, and (b) allot the Debentures to the Debenture Holders on the Deemed Date of Allotment. H. GENERAL RISKS Each potential investor (a) is advised to read this Information Memorandum carefully before making an investment decision with respect to this offering, and (b) in so doing, must rely on his, her or its own examination of the Issuer and the offer, including the risk involved. The Debentures have neither been recommended nor approved by SEBI and SEBI does not guarantee the accuracy or adequacy of this Information Memorandum, which has neither been submitted to nor cleared or approved by SEBI.


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I. LISTING The Debentures to be issued under this Information Memorandum will be listed on the BSE Limited. J. CREDIT RATING A rating of "CARE- C (Stable)" (the "Rating"). The Credit Rating Agency has assigned the Rating in respect of the Debentures. The NCDs are rated ‘CARE C (SO)’ by CARE vide their letter dated May 18, 2018. Instruments with this rating are considered to have very high risk of default regarding timely servicing of financial obligations. The Rating (a) is not a recommendation to buy, sell or hold securities and each investor should take his, her or its own decision in deciding whether to invest in the Debentures, (b) may be subject to revision or withdrawal at any time by the Credit Rating Agency, and (c) should be evaluated independently of any other ratings. Please refer to Appendix 9 of this Information Memorandum for the letter dated 18th May, 2018 from the Credit Rating Agency assigning the credit rating abovementioned and providing the rating rationale in relation to the same. This Information Memorandum has been prepared under the Companies Act read with relevant rules thereunder; SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time, and any other applicable Law for private placement of the Debentures. This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the debt securities to be issued by the Company. This Information Memorandum is only an information brochure intended or private use.

Tentative Issue Schedule

Date of opening: Tuesday 12.06.2018 Date of Closing: Tuesday 12.06.2018 Pay in Date: Wednesday 13.06.2018 Deemed date allotment: Wednesday 13.06.2018

In the event there is any change in the Issue Schedule, including the Deemed Date of Allotment, the Issuer shall notify the stock exchange of such change. The Issue shall be open for subscription during the banking hours on each day during the period covered by the Issue Schedule.


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SECTION 2: DEFINITION & ABBREVIATIONS

S.No. Term/ Abbreviation Used

Definition

1. Applicable Laws Means all statutes, enactments, acts of legislature or parliament, laws, by-laws, rules, regulations, notifications, circulars, orders, ordinances, codes, guidelines, policies, notices, directions and judgments or other requirements of any Government Authority in any relevant jurisdiction, as applicable to the Party concerned and includes any directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of or determination by, or any interpretation or administration having the force of law of any of the foregoing by any Governmental Authority having jurisdiction over the matter in question, whether in effect as of the date of this Deed or at any time thereafter

2. Allotment Date In relation to each series, shall mean the date on which such series of the Debentures are allotted to the Debenture Holders and which shall be deemed to be the date on which the last of the subscription monies have been deposited by the Debenture Holders in the NCD Accounting relation to each series, shall mean the date on which such series of the Debentures are allotted to the Debenture Holders and which shall be deemed to be the date on which the last of the subscription monies have been deposited by the Debenture Holders in the NCD Account

3. Articles of Association

Shall mean the Articles of Association of the issuer.

4. Auditors M/s Avishkar Singhal & Associates, SCO-2413-14, 2nd FLOOR Sector- 22-C Chandigarh-160022

5. Board/ Board of Directors

Shall mean the board of directors of the Company, including any duly constituted committee thereof.

6. BSE Refers to BSE Limited. 7. Book Closure/

Record Date The date of closure of register of Debt instruments for payment of interest and repayment of principal

8. Business Day As defined in the term sheet 9. CARE Credit Analysis & Research Ltd. ore CARE India Limited located at 4th

Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022.

10. CDSL Shall mean the Central Depository Services Limited. 11. Central

Government Shall refer to the Central Government of the Republic of India.

12. Company Secretary& Compliance Officer

Shall refer to the Company Secretary of the Company.


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13. Coupon Shall mean the coupon/interest payable on the Debentures at the Coupon Rate on each Coupon Payment Date.

14. Coupon Payment Date

Shall mean the dates on which the interest will be payable by the Issuer as per Term Sheet

15. Credit Rating Agency

Shall mean CARE India Limited or CARE of any such rating agency.

16. Credit Rating Letter

Shall mean a letter where under the credit rating of the Debentures has been set out.

Debenture Means a debenture within the meaning of sub-section (30) of section 2 of the Companies Act, 2013

17. Debenture Trust Deed

Shall refer to the debenture trust deed between Ind Swift Laboratories Limited as the Issuer and Vistra ITCL (India) Limited as the Debenture Trustee.

18. Debenture Trustee Shall refer to Vistra ITCL (India) Limitedlocated atthe IL&FS Financial Center, Plot No. C–22, G Block, 7th Floor, Bandra Kurla Complex, Bandra (East), Mumbai 400051

19. Deemed Date of Allotment

Shall refer to the day the Issuer receives the subscription amount, the day being the deemed date on which the subscription to the Debentures by the Debenture Holders shall be completed.

20. Depositories Shall mean National Securities Depository Limited or Central Depository Services (India) Limited or such other depository registered with the Securities and Exchange Board of India, with whom the Issuer has entered into an agreement for keeping and dealing with the Debentures in a dematerialized form.

21. Designated Stock Exchange

Shall mean the BSE Limited

22. DRR Shall refer to Debenture Redemption Reserve to be maintained in terms of Companies Act, 2013.

23. FII Shall mean foreign institutional investor. 24. Fiscal Year Means the period of 12 (twelve) months commencing on 1st April of a

calendar year and ending on 31st March of the following calendar year or any other period adopted by the Issuer as its accounting year with the prior approval of the Debenture Trustee

25. Force Majeure Shall have the meaning ascribed to the term in the Transmission Services Agreement.

26. Foreign Institutional Investor

Shall mean an institution established or incorporated outside India which proposes to make investment in securities in India and is registered in accordance with Section 2 (f) of the SEBI (FII) Regulations 1995.

27. Information Memorandum

shall mean the information memorandum issued in accordance with the Securities and Exchange Board of India (Issuance and Listing of Debt Securities) Regulations, 2008 including any amendments or modifications thereto.

28. Issue Closing Date Shall mean as mentioned in the annexed Term Sheet (Refer page 56)


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29. Issue Opening Date

Shall mean as mentioned in the annexed Term Sheet (Refer page 56)

30. Issuer Shall mean Ind Swift Laboratories Limited, a company incorporated under the Companies Act, 1956 and an existing company under the Companies Act, 2013 and having its registered office at SCO 850, Shivalik Enclave NAC Manimajra Chandigarh-160101.

31. Memorandum Shall mean the Memorandum of Association of the Issuer. 32. Moratorium Shall refer to the event when the Government of India or any other

relevant Governmental Authority declares a general moratorium or ‘standstill’ (or makes or passes any order or regulation having a similar effect) in respect of the payment or repayment of any Financial Indebtedness (whether in the nature of principal, interest or otherwise) (or any indebtedness which includes Financial Indebtedness pursuant to the Debenture Documents) owed by the Issuer (and whether or not such declaration, order or regulation is of general application, applies to a class of Persons which includes the Issuer).

33. NCD Shall mean non-convertible debentures 34. NSDL Shall mean the National Securities Depositories Limited 35. Objects of the

Issue Shall mean the purposes for which the proceeds of the Issue will be used inter alia for refinancing of existing loans of the Issuer, and for funding expenses related thereto, including payment of fees and expenses of the Issue.

36. Offer Letter Shall mean the private placement offer letter to be issued by the Issuer to the investors in Form PAS-4, as required under the Act and the Information Memorandum, and to be circulated by the Issuer to the proposed original Debenture Holder for offering the Debentures, by way of private placement.

37. PAT Shall mean profit after tax. 38. Pay-in Date Shall mean the date of receipt of subscription money / application money

in respect of the Debentures. 39. Potential Investor Shall mean prospective investors in the Debentures. 40. Power of Attorney Shall mean an irrevocable and unconditional power of attorney to be

executed by the Issuer upon execution of the Debenture Trust Deed. 41. Proceeds of the

Issue Shall mean the monies received by the Issuer arising out of the Debentures.

42. Promoter Holding Shall mean Promoter and all other group entities holding shares in the Issuer

43. Redemption Amount

Shall mean for each Debenture, the face value of the Debenture of INR. 10,00,000 (Rupees Ten Lakh only).

44. Redemption Date Shall mean the redemption date as set out in term sheet 45. Registrar Shall refer to Alankit Assignments Ltd located at 205-208, Anarkali

Market, Jhandewalan Extension, New Delhi, 110055


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46. Short Term Borrowing

Shall mean a borrowing wherein the repayment of the borrowing is not more than 3 years.

47. Stock Exchange Shall mean the BSE Limited 48. Tax Means any tax, levy, impost, duty or other charge or withholding of a

similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

49. Tenor Shall mean the tenure of maturity of the Debentures. 50. Term Sheet Shall mean the term sheet executed between the Issuer and the Debenture

Holders. 51. Termination Event Shall mean an even pursuant to which the relevant Transaction

Document maybe terminate. 52. Transaction Shall mean the transaction outlined in the information memorandum. 53. Transaction

Documents Shall mean collectively the Debenture Documents and the Project Documents.

54. Trustee Shall mean Debenture Trustee. 55. Unsecured Loan

Facilities Shall mean the existing unsecured loan facilities availed by the Issuer.

56. WDM Segment Shall mean the whole sale debt market segment of the BSE Limited.

SECTION 3: REGULATORY DISCLOSURES

3.1 Documents Submitted to the Exchanges

The following documents have been / shall be submitted to the Stock Exchange:

A. Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the Allotment of the Debentures;

B. Copy of last audited Annual Reports; C. Statement containing particulars of, dates of, and parties to all material contracts and agreements

(if any); D. Copy of the Board / Committee Resolution authorizing the borrowing and list of authorized

signatories; E. Copy of the resolution passed by the shareholders of the Company at the Extra-ordinary General

Meeting, authorising the Board of Directors to borrow, for the purpose of the Company, upon such terms as the Board may think fit, up to an aggregate limit of Rs. 1500,00,00,000/- (Rupees Fifteen Hundred Crores Only);

F. An undertaking from the Issuer stating that the necessary documents for the creation of the charge, including the Debenture Trust Deed would be executed within the time frame prescribed in the relevant regulations/acts/rules, etc. and the same would be uploaded on the website of the Stock Exchange, where the debt securities have been listed, within 5 (Five) working days of execution of the same;

G. Any other particulars or documents that the Stock Exchange may call for as it deems fit; H. An undertaking that permission / consent from the prior creditor for a second or pari passu charge

being created, where applicable in favour of the trustees to the proposed issue has been obtained.


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3.2 Documents Submitted to Debenture Trustee

The following documents have been / shall be submitted to the Debenture Trustee:

A. Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the Allotment of the Debentures;

B. Copy of last 3 (Three) years’ audited Annual Reports; C. Statement containing particulars of, dates of, and parties to all material contracts and

agreements; D. Latest audited / limited review half yearly consolidated (wherever available) and standalone

financial information (profit & loss statement, balance sheet and cash flow statement) and auditor qualifications, if any;

E. An undertaking to the effect that the Issuer would, until the redemption of the debt securities, submit the details mentioned in point (D) above to the Debenture Trustee within the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide circular No. SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009, as amended from time to time, for furnishing / publishing its half yearly/ annual result. Further, the Issuer shall within 180 (One Hundred and Eighty) days from the end of the financial year, submit a copy of the latest annual report to the Debenture Trustee and the Debenture Trustee shall be obliged to share the details submitted under this section with all Debenture Holders within 2 (Two) Business Days of their specific request.

3.3 NAME AND ADDRESS OF THE FOLLOWING:

1. Issuer: Ind Swift Laboratories Limited

Address - SCO 850 Shivalik Enclave NAC Manimajra Chandigarh T. +91-172-2730503. 2730920 F. + 91-172-2730504

2. Corporate office of the Issuer Address - SCO 850 Shivalik Enclave NAC Manimajra Chandigarh T. +91-172-2730503. 2730920 F. + 91-172-2730504

3. Compliance officer of the Issuer Mr. Pardeep Verma (AVP-Corporate Affairs & Company Secretary) SCO 850 Shivalik Enclave NAC Manimajra Chandigarh T. +91-172-2730503. 2730920

4. Chief Financial Officer (CFO) As on date, the Company has no CFO, the Company is in the process of appointing the same

5. Arranger: There is no arranger appointed for the proposed issue

6. Trustee of the Issuer:

Vistra ITCL (India) Limited


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Add: The IL&FS Financial Center Plot No. C–22, G Block, 7th Floor

Bandra Kurla Complex Bandra (East), Mumbai 400051 T. +91 22 2659 3535

7. Registrar of the Issuer: Alankit Assignment Limited Add: Alankit House, 4E/2, Jhandewalan Extension, New Delhi- 110055 T. +91 11-33591000/42541234/23541234

8. Credit Rating Agency of the Issuer CARE Ratings Limited Add: 4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400 022. T. +91 11-33591000/42541234/23541234

9. Auditors of the Issuer: M/s Avishkar Singhal & Associates, Add: SCO-2413-14, 2nd FLOOR Sector- 22-C Chandigarh-160022 T. 0172-5088885

3.4 BRIEF SUMMARY OF THE BUSINESS/ ACTIVITIES OF THE ISSUER

I. Overview

The Issuer was incorporated on 04/01/1995 under the provisions of the Companies Act, 1956, bearing CINL24232CH1995PLC015553, and having its registered office at SCO 850, Shivalik Enclave, NAC, Manimajra Chandigarh. Ind-Swift has fast evolved towards a business model that is focused on deep-rooted domestic presence and leveraged on high-value mature regulated markets along with considerable growth in emerging markets:

Ind Swift Laboratories (ISLL), a Global API player, is a part of the Ind - Swift group, headquartered in Chandigarh. Ind Swift Laboratories Ltd (ISLL), with a clear focus on positioning itself as a primary supplier of specialized APIs to regulated markets. Hitherto focused on unregulated / soft regulated markets, ISLL has been steadily building a platform for a foray into regulated markets. ISLL has undertaken various Globalization initiatives by entering in Regulated markets ( US, Europe, Japan, Australia & Canada ), registering its blockbusters products in various Non-Regulated & Soft Regulated countries, filing DMFs, investing heavily in R&D, developing its IPR cell & upgrading manufacturing facilities with increased capacities to cater to the to cater to the increased global Demand for the Company’s products .


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With manufacturing sites at two different locations across India and an independent State-of-the-Art R&D Centre, the Company has Twenty Two FDA compliant manufacturing blocks having USFDA, MHRA, TGA, KFDA, PMDA Certifications and a robust product basket of over 50 molecules. Ind-Swift Group has embarked upon a journey to establish itself as reliable partner in the Global Pharmaceutical Industry. In house capabilities for Development of APIs, Finished Dosage forms, Non-Infringing Process & World Class facilities for Contract Manufacturing are the inherent strengths.

3.5 MAIN OBJECTS OF THE COMPANY (as per the Memorandum of Association) 1. To carry on the business of deriving, formulating, producing, manufacturing preparing, processing,

mixing, compounding, and refining marketing, distributing, selling and trading pharmaceuticals, chemicals, medicines, parental, medical aids instruments, surgical disposables, medical disposables, disposable syringes, and lab. Regents, chemicals other healthcare products and drugs of all kinds, specifications and descriptions and to do so especially in respect of all kinds of analgesics and antipyretics.

2. To carry on the business of purchasing, producing, manufacturing, preparing, processing mixing, compounding, refining, marketing, distributing selling and trading in all classes and kinds of raw material ingredients, mixtures, compounds and derivatives connected to, intermediate in or associated with the manufacture, production and sale of pharmaceuticals, chemicals, medicines and bulk drug and intermediate.

3. To carry on the business of manufacturing drugs and medicines on behalf of others. 4. To work and act as examiners of pharmaceuticals, medicines and drugs manufactured by the

manufactures and others including Government, Semi-Govt. bodies and also to carry on the profession of pathological and examiner of soil and materials.

5. To carry on business as dealers in and manufactures of surgical scientific equipment’s, appliance, accessories of all types and descriptions.

6. To carry on the business of and dealers in chemicals, chemical compounds (organic and inorganic) in all forms, and chemical products of any nature and kind.

7. To carry on business as manufacturers of and dealers in all kinds of proprietary products, hair, skin, nail and other beauty preparations, deodorants, aerosol and pump-spray products, bony products, petroleum and mineral oil products, chemicals, acids, and alkalis, all kinds of perfumery and other compounds, preparations, materials, and products, bath products, care products, cotton soaps, family planning appliances, hair dyes, pigments, varnishes, essential oil, detergents, insecticides, oil, oleaginous vaproaceous, saponaceous substance, beauty specialties, preparations acids and accessories of every description whether medicated antiseptic or not, unguents ingredients or accessories thereof and other materials.

8. To carry on business as manufacturers of and dealers in, all kinds of raw and finished cosmetics, perfumes and essences, dentifrices, lotions, extracts, greases, creams, salves, ointments, preparations, pomades, powders unguents eau de cologne, toilet requisites and preparations, cleansing compounds.


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3.6 ORGANIZATIONAL STRUCTURE

Mr. N.R Munjal

VC cum MD

CFO

Mr. Anurag

Chaturvedi Sr. VP

Marketing

Mr. Varun Chabra

Sr. VP Marketing

Mr. Lovekesh

Mahajan

VP Accounts

Mr. Gagan

Aggarwal Sr. GM‐

Fin.

Mr. Pradeep Goel‐

DGM BD

Dr. Lalit Wadhwa

COO

Mr. Saranjai Tyagi

Sr. VP‐ QC

Mr. Rakesh

Bahuguna Sr. V.P

Mr. Atul Chaubey

Group HR‐Head

Dr. G S Sarin

Sr. GM‐ CRD

Mr. Sahil Munjal

President

(Operation)

Mr. R.K.Jain

DY‐COO

Dr. Asha

Aggarwal Sr.

GM IPR

Mr. Shalendra

Rastogi

GM‐ CRAMS

Mr. Vijay

Kumar Director

Engineering

Mr. N.S. Dhanoa

Head Engineering

Mr. Anil Bakhshi

Sr. GM Manuf.

Mr Sandeep Singh

Sr. VP Supply Chain

Mr. Kulbhushan

Agarwal

AVP Comml.

Mr. Himanshu Jain

JMD

Mr. Vikas

Narendra

President BD

USA Operation

Mr. Rishav Mehta

ED

Mr. Pardeep Verma

AVP‐Corporate Affairs &

Comp. Secretary


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3.7 Corporate Structure

Brief particulars of the management/Board of Directors of the company;

S. No.

Name Along with (DIN/PAN)

Date of Appointment

Qualification

Address

Designation Nationality, Occupation

Other Directorships

1. Sanjeev Rai Mehta

04/01/1995 B. Sc.

HOUSE NO. 333, SECTOR 6,PANCHKUA 134106 HR

Non-Executive Chairman

Indian, Businessman

Ind-Swift Ltd.

Essix Biosciences Limited

Mansa Prints & Publishers Limited

3M Advertisers & Publishers Limited

Ind-Swift Middle East FZE, UAE

Ind-Swift Laboratories Inc., USA

2. Navrattan

Munjal 04/01/1995 Bachelor of

Arts

'H.NO.382 SECTOR6 PANCHKULA Haryana India 134109

Vice Chairman Cum Managing Director

Indian, Businessman

Ind-Swift Ltd.Essix Biosciences Limited; Pharmaceuticals Export Promotion Council of India; Nimbua Greenfield (Punjab) Limited; Mohali


19 | P a g e

Green Environment Private Limited Saidpura Envirotech Private Limited; Ind-Swift Laboratories Inc., USA; Meteoric Life Sciences Pte. Ltd., Singapore ; Ind-Swift Middle East FZE, UAE

3. Himanshu Jain

04/01/1995 GRADUATE

HOUSE NO. - 1266 SECTOR - 42 B CHANDIGARH India 160040

Joint Managing Director

Indian, Businessman

Ind-Swift Ltd.; Essix Biosciences Limited Fortune (India) Constructions Limited ;Dashmesh Medicare Private Limited ; Ind-Swift Laboratories Inc., USA ; Meteoric Life Sciences Pte. Ltd., Singapore ; Ind-Swift Middle East FZE, UAE

4. Rishav Mehta

23/03/2010 Graduate

HOUSE NO. 322, SECTOR 6, PANCHKULA 134106 HR IN

Whole time Director

Indian, Businessman

Ind-Swift Laboratories Ltd.

Essix Biosciences Limited


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5. Gopal Munjal

04/01/1995 D.H.M.S.

#1085 Sector 7 Panchkula 134101 HR IN

Director Indian, Businessman

-Ind-Swift Ltd. -Essix Biosciences Limited -Mansa Prints & Publishers Limited - 3M Advertisers & Publishers Limited -Ind-Swift Middle East FZE, UAE

6. Vikrant Rai Mehta

04/01/1995 M.Sc. (PAU)

HOUSE NO. 1044, SECTOR 4, PANCHKULA 134109 HR IN

Director Indian, Businessman

Ind-Swift Ltd. Essix Biosciences Limited Mansa Prints & Publishers Limited 3M Advertisers & Publishers Limited Ind-Swift Middle East FZE, UAE Ind-Swift Laboratories Inc., USA

7. Jatender Kumar Kakkar

09/01/1997 MBBS DPH, FISCD

HOUSE No.880, SECTOR 7, PANCHKULA

Independent Director

Indian, Businessman

Ind-Swift Limited

8. Sri Prakash Sharma

05/07/2017 MBA, CA (INTER)

700, M.P. BLOCK,ASIAD VILLAGE COMPLEX, NEW DELHI


Indian, Businessman

Essaram Business Consultants Private Limited

9. Prabhat Khurana

25/03/2015 B.SC,CFA HOUSE NO.132,


Indian, -


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2ND FLOOR, SECTOR – 36 A, CHANDIGARH

Businessman

10. Satyendra Vikram Singh

09/08/2013 GRADUATE

NO. B-1/35, SBI COLONY, SECTOR-B, JANKIPURAM, LUCKNOW, UTTAR PRADESH

Nominee Director-SBI

Indian, Businessman

-

11. Ashwani Kumar Vig

31/12/2014 Ph. D. and

MBA

HOUSE NO.2554, SECTOR – 35 C, CHANDIGARH


Indian, Businessman

-

12. *Poonam Maini

11/05/2018 M.Sc. Chemistry (Hons.)

H. No. - 330 SECTOR - 10 PANCHKULA 134109 HR IN

Independent Women Director

Indian, Medvision Solutions Private Limited

Note: none of the current directors are appearing in the RBI defaulter list and/or ECGC default list * appointed as independent woman director on 11/05/2018.


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3.8 Key Operational and financial parameters extracted from audited/limited review financial statements (on a standalone basis) Amount in Rs. Lakhs

Particulars 31.12.2017

Nine months FY2017 FY2016 FY2015

Net-worth 21148.43 22917.98 23056.01 27354.32 Total Debt Of which – Non-Current Maturities of Long-term Borrowing

55569.32 62502.65 74632.82 81613.83

Short-term Borrowing 56886.95 53470.47 50365.69 45004.70 Current maturities of Long-Term Borrowing 33728.61 31828.59 26324.89 17306.54 Net Fixed Assets 104559.57 108712.39 117698.31 122943.86 Non-Current Assets 119079.13 122761.8 130136.7 133255.3 Cash and Cash Equivalents 4614.23 1421.00 2142.88 1847.73 Current Investments Current Assets 87721.95 86524.92 90884.53 90571.95 Current Liabilities 104375.04 97037.63 94919.63 82977.89 Net Sales 51182.50 67490.25 63874.40 64573.67 EBIDTA 9193.04 12571.15 12260.19 11108.28 EBIT 2675.836 3745.539 3785.315 2679.273 Interest (finance cost) 5680.73 8834.40 10640.78 11728.66 PAT (3028.57) (3975.15) (5886.11) (11916.34)Dividend Amounts - - - - Current Ratio 0.84 0.89 0.98 1.40 Interest Coverage Ratio 0.47 0.42 0.35 0.29 Gross Debt/ Equity Ratio 6.91 6.44 6.56 5.26 Debt Service Coverage Ratios 0.46 0.66 0.77 1.12

Details of the Company’s Debt are as follows: Details of Debt/ Equity Ratio as on 31.12.2018 (Rs in Lacs)

S.No Particulars Amount 1 Debt 146184.9 2 Equity 21148.43 Debt / Equity 6.91

Note: 3.9 Project cost and means of financing, in case of funding of new projects

NOT APPLICABLE


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3.10 BRIEF HISTORY OF THE COMPANY SINCE ITS INCORPORATION

A. The capital structure of the company as on March 31, 2018-

B. Changes in capital structure of the Issuer since incorporation: -

SNO

Date of Allotment

No. of Equity Shares Allotted

Face value (Rs)

Issue Price

Nature of Consideration

Nature of Allotment

Cumulative No. of Equity Shares

Cumulative Paid up Capital (Rs)

1. 1995 700 10 - Cash Subscribed to MOA &AOA

700 7000

2. 1995 713800 10 - Cash Preferential Issue

714500 7145000


871700 8717000


1044400 10444000


1300400 13004000


1302400 13024000


1760900 17609000


3380900 33809000


3542400 35424000


5050600 50506000

11. 1997 4995700 10 - Cash Public Issue 10046300 100463000 12. 30.10.2001 1000000 10 37 Cash Preferential

Basis 11046300 110463000

13. 31.03.2003 2000000 10 25 Cash Preferential Basis

13046300 130463000

14. 28.06.2003 1340000 10 25 Cash Preferential 14386300 143863000

Particulars Amt in Rs. Authorized Share Capital 6,00,00,000 Equity Shares of Rs.10/- Each 60,00,00,000/-

Issued, Subscribed and Paid up Capital

4,52,77,252 Equity Shares of Rs.10/- Each 45,27,72,520/-


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Issue 15. 20.10.2003 1227375 10 32 Cash Conversion

of Preference shares

15613675 156136750

16. 02.12.2004 2225000 10 115 Cash Preferential basis

17838675 178386750

17. 31.03.2005 561325 10 115 Cash Conversion of Zero Coupon Optionally convertible warrants

18400000 184000000

18. 12.08.2005 2500000 10 - Cash GDR 20900000 209000000


21520000 215200000


21720000 217200000


22120000 221200000

22. 12.10.2006 380950 10 92 Cash Conversion of Preference Share

22500950 225009500

23. 28.03.2007 335000 10 70 Cash Conversion of Zero Coupon Convertible Warrants

22835950 228359500

24. 29.01.2008 1196000 10 70 Cash Conversion of Zero Coupon Convertible

24031950 240319500


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Warrants 25. 19.06.2008 569000 10 70 Cash Conversion

of Zero Coupon Convertible Warrants

24600950 246009500


24950950 249509500


25272950 252729500


25972950 259729500


26472950 264729500

30 30.07.2009 600000 10 70 Cash Conversion of Zero Coupon Convertible Warrants

27072950 270729500


27709950 277099500

32. 12.12.2009 142460 10 27 Cash ESOP 27852410 278524100 33. 29.05.2010 1465000 10 50 Cash Conversion


29317410 293174100

34. 13.11.2010 185660 10 27 Cash ESOP 29503070 295030700 35. 29.01.2011 1000000 10 50 Cash Conversion 30503070 305030700


26 | P a g e



31038070 310380700

37. 15.03.2011 1585000 10 82.50

Cash Conversion of Zero Coupon Convertible Warrants

32623070 326230700

38. 28.03.2011 1600000 10 82.50


34223070 342230700

39. 25.05.2011 222400 10 27 Cash ESOP 34445470 344454700 40. 31.08.2011 1939000 10 82.5

0 Cash Conversion


36384470 363844700

41. 16.01.2012 1561000 10 82.50


37945470 379454700

42. 19.04.2012 1315000 10 82.50


39260470 392604700

43. 30.05.2012 10000 10 27 Cash ESOP 39270470 392704700 44. 03.02.2014 1692725 10 55 Cash CDR Terms 40963195 409631950 45. 11.08.2016 519260 10 - Cash ESOP 41482455 414824550 46. 11.11.2016 3257166 10 55.5

0 Cash CDR Terms 44739621 447396210

47. 21.08.2017 537631 10 - Cash ESOP 45277252 452772520

C. The details of any acquisition by or Amalgamation of, the company in the last year are as follows: NIL


27 | P a g e

D. The details of any Re-organization or Reconstruction of the company in the last year: NIL

E. Details of the shareholding of the company: The details of the company’s equity shareholding as of the latest quarter end (being March 31, 2018) are as follows:

Sr. No. Particulars Total No. of Equity Shares

No. of shares in demat form

Total Shareholding as % of total no of equity shares

1 Promoters 2,48,14,017 2,48,14,017 54.80 2 Public 2,04,63,235 2,01,59,629 45.20 Total 4,52,77,252 4,49,73,646 100

Notes: - Shares pledged or encumbered by the promoters: 2,15,56,851 Equity Shares of the Issuer (comprising 86.87% of promoters holding) are under pledge. F. THE TOP TEN HOLDERS OF THE COMPANY’S EQUITY SHARES AS ON MARCH 31,

2018 ARE AS FOLLOWS:

SN Name of the Shareholders

Address Total No of Equity Shares

No of Shares in Demat Form

Shareholding as % of total no of equity shares

1. ASHOK KUMAR CHANDAK

HOUSE NO.– 6-1-103/19, ABHINAV NAGAR COLONY, PADMARAO NAGAR, SECUNERABAD, A. P.

1150000 1150000 2.54

2. PANCHKULA FINVEST PRIVATE LIMITED

1626/33, 4th floor NAIWALA KAROL BAGH NEW DELHI

945528 945528 2.09

3.

GRYFFIN ADVISORY SERVICES PRIVATE LTD

E – 805, SONAM SRIVILAS, PHASE XV, NEW GOLDEN NEST BHAYANDER EAST THANE MAHARASHTRA

798238 798238 1.76

4. SRI GANESH BIOTECH PRIVATE LIMITED

FLAT NO 102, SECOND FLOOR, 877, EAST PARK ROAD, KAROL BAGH DELHI

618085 618085 1.37


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G. THE FOLLOWING REPRESENTS CHANGES IN THE COMPANY’S DIRECTORSHIPS

OVER THE LAST THREE YEARS: S.NO Name Designation DIN or PAN Date of

Appointment/ Resignation

3 Sh. Prabhat Khurana

Independent –Director

03289193 25/03/2015

(Appointment)

4 Smt Preetika Chaubey

Independent –Women Director

02272298 25/03/2015

(Resignation)



02272298 11/08/2016

5. PCS SECURITIES LIMITED

CASH, DERIVATIVES & CURENCY MARGIN ACCOUNT 3-1-336, ESAMIA BAZAR, HYDERABAD TELANGANA

404069 404069 0.89

6. CHHAGANBHAI PARSOTTAMBHAI PATEL HUF

15, Sardarbaug Society, Opp. HDFC Bank Bardoli, Dist: Surat, Bardoli-394601

386320 386320 0.85

7. ALBULA INVESTMENT FUND LTD

Deutsche Bank AG, DB House, HazarimalSomani Marg, P.O 1142, FORT, MUMBAI 400001

346782 346782 0.77

8. GLOBE CAPITAL MARKET LTD

609, ANSAL BHAWAN, 16, K.G. MARG, NEW DELHI

338008 338008 0.75

9.

ALCHEMIST HOLDINGS LIMITED

INDIAN INFOILINE INVEST. SER. LTD, 10TH FLOOR, ONE INDIABULLS CENTRE, 841 JUPITER MILL COMPOUND SB MARG, ELPHINSTONE W, MUMBAI, MAHARASHTRA

325198 325198 0.72

10. MANSUKH SECURITIES AND FINANCE LTD.

PLOT NO. – 6, PANDAV NAGAR, OPP, MOTHER DAIRY, DELHI

283020 283020 0.63


29 | P a g e

(Resignation)



02272298 20/09/2016

(Appointment)

7 Pradeep Kumar Independent –Director

0305477 06.04.2017 (Resignation)

8 Sri Prakash Sharma


00475413 05/07/2017

(Appointment)

9 Smt Preetika

Chaubey Independent –Women Director

02272298 13/02/2018

(Resignation)

10 Sh.K.M.S. Nambiar


00010670 11/03/2018 ( Cessation due to Death)

11 Smt. Poonam Maini


03585837 11/05/2018

(Appointment)

3.11 DETAILS REGARDING THE AUDITORS OF THE COMPANY

i. The Company’s auditor and related details are:

Name Address Auditor Since M/s Avishkar Singhal & Associates

SCO-2413-14, 2nd FLOOR,Sector- 22-C Chandigarh-160022

01.04.2017

ii. The Company’s auditor changes over the last three years were as follows:

Name Address Auditor Till M/s Jain & Associates SCO-819-20,Sector-22-A

Chandigarh-160022 31.03.2017


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3.12 DETAILS OF BORROWINGS OF THE COMPANY, AS ON 31ST MARCH 2018 a) Details of the company’s secured Loan Facilities are as follows:

Sr. No.

Lender Name

Principal

Amt. O/s (Rs. in Lacs.)

Total Debt

O/s (Rs. in Lacs.)

as on 31.03.201

8

Status *

1 State Bank of India

51,713

51,712.63

45000.00 OTS Sanctioned by banks. Company is in process of settlement

2 ECB - BOB ($ 19.78 mio)

12,863

12,862.55

3 ECB - DEG ($16.28)

10,593

10,592.90

4 Canara Bank 2,256

2,256.00

5 BOI(incl.ECB $ 33.33 Lacs)

7,799

7,798.61

7798.61 Standard

6 IDBI Bank Ltd 3,443

3,442.82

3442.82 Standard

7 SBT (Edelweiss) 5,685

5,685.46

3695.55 Acquired by Edelweiss ARC

8 Allahabad (Edelweiss)

2,423

2,423.00


9 IFCI Ltd (Edelweiss)

1,594

1,594.00


10 Central Bank(Edelweiss)

5,082

5,082.00


11 EXIM Bank(Edelweiss)

4,650

4,650.00


12 ARCIL ARC 3,693

3,693.00

2038.05 Acquired by ARCIL

13 L & T Finance Ltd

1,873

1,872.55

140.93 Settled Bilaterally

14 Technology Development Board

334

334.00


15 SIDBI 2,905

2,905.15



31 | P a g e

16 Phoenix ARC LTD

5,382

5,381.82

2349.06 Acquired by Phoenix ARC

Total

1,22,286 1,22,286.49

73,842.72

Proposed Status of Settlement and restructuring with Banks

b) UNSECURED LOAN FACILITIES ARE AS FOLLOWS:

S.NO PARTICULARS Principal

O/SAMOUNT

1 Public Deposits (Short Term) 1531.95 1531.95 2 Public Deposits (Long Term) 1652.43 1652.43 3 Others 1701.38 1701.38

Total 4885.77 4885.77

c) DETAILS OF CONTINGENT LIABILITIES

Contingent liabilities not provided for: (Rs.in lacs)

2017-18 2016-17

a. Letter of Credit against purchase of raw material:

-Domestic 192.6041 314.6846

-Import 4007.012 3633.346

b. Bank Guarantees

-Inland 37.05567 48.30567

-Foreign Currency 0 0

c. Export obligation in respect of custom duty : 1024.349 1232.843

d. Contingent Liabilities in respect of unassessed/ assessed (Pending in Appeal) cases of Income Tax, Excise Duty, Sales Tax and Service Tax.

Unascertained

Unascertained

e. Corporate guarantees given on behalf of (To the extent Utilized)

Essix Biosciences Ltd 2072.262 2247.079

Halcyon Life Science Pvt Ltd 2625.29 2625.29

d) Details of the company’s NCDs: NIL e) The company’s top ten debenture holders as of December 31, 2017 were as

follows: NIL f) The amount of Corporate Guarantee issued by the issuer along with name of the

counterparty (e.g.: subsidiary name, JV entity, group company, etc.) on behalf of whom it has been issued is as follows: Please refer above table.

g) The total face value of the company commercial papers outstanding as on the latest quarter end and its breakup is as follows:

Maturity Date Amount Outstanding NIL NIL


32 | P a g e

(ii) The following represents details of all other borrowings (including hybrid debt like FCCB, Optionally Convertible Debentures/preference share) of the company as of December 31, 2017: NIL

(iii) The following represents details of all default/sand/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Company in the past five (5) years. Please refer Appendix 4

(iv) The following represents details of any outstanding borrowings taken/debt securities

issued where taken/issued (I) for consideration other than cash, whether in whole or part (ii) at a premium or discount, or (iii) in pursuance of an option: NIL

3.13 DETAILS OF PROMOTERS OF THE COMPANY: -

I. The following represents details of the Promoter Holding in the company as of the latest quarter ended on March 31, 2018:

S.NO. Name of the Shareholder

Total No. of Equity Shares

No. of shares in demat form

Total shareholding as % of total no of equity shares

No of Shares pledged

% of shares pledged with respect to shares owned

1. ESSIX Biosciences Limited

12827787 12827787 28.33 9840891 76.72

2 IND Swift Ltd. 9499720 9499720 20.98 9499720 100 3. N.R MUNJAL 920724 920724 2.03 650454 70.65 4. RISHAV

MEHTA 454545 454545 1.00 454545 100

5. HIMANSHU JAIN

406961 406961 0.90 406961 100

6. S.R MEHTA 233600 233600 0.52 233600 100 7 NEERA MEHTA 249000 249000 0.55 249000 100 8 GOPAL

MUNJAL 60900 60900 0.13 60900 100

9 V.R MEHTA 52900 52900 0.12 52900 100 10. SUNITA JAIN 46100 46100 0.10 46100 100 11. NIDHI MUNJAL 12000 12000 0.03 12000 100 12. NEETA

MUNJAL 12000 12000 0.03 12000 100

13 RAVI MEHTA 12000 12000 0.03 12000 100


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14. MEENAKSHI MEHTA

12000 12000 0.03 12000 100

15 DIVYA MUNJAL

3000 3000 0.01 3000 100

16 BHANAVI MEHTA

3000 3000 0.01 3000 100

17 ISHAV MEHTA 3000 3000 0.01 3000 100 18 ANNIE MUNJAL 2780 2780 0.01 2780 100 19 SAHIL MUNJAL 2000 2000 0.00 2000 100

3.14 ABRIDGED FINANCIAL STATEMENTS

Profit and Loss for the year ended

(Rs. In lacs) Particulars 31st December,

2017 Nine Months

31st March, 2017

31st March,

2016

31st March,

2015 Income Revenue from operations-Net 51182.50 67490.25 63874.40 64573.67 Other Income 1300.78 2071.50 1418.47 2225.40 Total Revenue 52483.28 69561.74 65292.86 66799.06 Expenses: Cost of materials consumed 25735.93 34047.37 33753.87 33869.61 (Increase) / Decrease in Stocks 2569.52 3652.87 673.71 5978.02 Employee Benefit Expenses 5886.05 7164.99 6482.41 5228.63 Other Expenses 9098.75 12125.36 12122.69 10614.52 Financial Costs 5680.73 8834.40 10640.78 11728.66 Depreciation and Amortization Expenses

6517.20 8825.61 8474.88 8429.01

Total Expenses 55488.17 74650.60 72148.32 75848.45 Profit ( Loss) before Tax and Extra Ordinary Items

(3004.89) (5088.86) (6855.46) (9048.39)

Extra Ordinary Items Previous Year Loss/(Income) (15.61) (51.81) (41.12) (12.83) Previous Year Expenses 39.29 585.72 94.01 173.03 Exceptional Item Loss(Profit) 0.00 1405.26 5119.95 Profit /(Loss) Before Tax (3028.57) (5622.77) (8313.62) (14328.54) Tax Expense Current Tax - - - - Minimum Alternate Tax - - - - Less: MAT Credit Entitlement - - - -


34 | P a g e

Excess Provision for Prior Year(s)

- - - -

Income Tax Adjustment of Previous Year

- - - -

Provision for Income Tax - - - - Deferred Tax Liability ( asset) 0 (1647.62) (2427.51) (2377.40) Net Profit for the year (3028.57) (3975.15) (5886.11) 11916.34

Balance Sheet Rs. In lacs

31st December,

2017 (Nine

Months)

31st March,

2017

31st March,

2016

31st March,

2015

EQUITY AND LIABILITIES Shareholder’s Funds

(a) Share Capital 4599.62 4545.86 4168.22 4168.22 (b) Reserves and Surplus 42189.61 45200.62 47300.54 55067.25

Minority Interest Non-Current Liabilities

(a) Long Term Borrowings 55569.32 62502.65 74632.82 81613.83 (b) Deferred Tax Liabilities (Net) - - - -

(c) Other Long-Term Liabilities - - - - (d) Long Term Provisions - - - - Current Liabilities

(a) Short Term borrowings 56886.95 53470.47 50365.69 45004.70 (b) Trade Payables 11449.36 9494.53 12945.07 12973.83

(c) Other Current Liabilities 36106.20 34072.63 31608.87 24999.36 (d) Short Term Provisions - - - -

TOTAL 206801.07 209286.75 221021.21 223827.19 ASSETS Non-current Assets

(a) Fixed Assets - - - - (i) Tangible Assets 77084.52 81618.08 87969.48 88371.29 (ii) Intangible Assets 18140.33 19761.63 21575.98 23066.81 (iii) Capital Work-in-

Progress 7539.28 6147.92 6588.12 9340.52

(iv) Intangible Assets Under Development

1489.18 878.51 1258.48 1942.98

(v) Asset Held for Disposal 306.26 306.25 306.25 222.26


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(a) Non-current Investments 2641.66 2641.66 2637.66 2633.16 (b) Deferred Tax Assets (Net) 4556.20 4556.20 2908.57 481.06 (c) Long Term Loans and Advances 7321.70 6851.58 6892.13 7197.17 (d) Other Non-Current Assets

Current Assets

(a) Current Investments (b) Inventories 31037.27 34355.77 35601.73 34830.69

(c) Trade Receivables 34805.06 34082.46 35881.93 37490.01 (d) Cash and Cash Equivalents 4614.23 1421.00 2142.88 1847.73 (e) Short Term Loans and Advances 17265.39 16665.69 17257.99 16403.52 TOTAL 206801.07 209286.75 221021.21 223827.19

Standalone Cash Flow Statement for the Financial Year ended (Rs. In lacs)

Particulars 2016-17 2015-16 2014-15 A. CASH FLOW FROM OPERATING

ACTIVITIES:

Net profit before tax and Extra Ordinary Items (5088.86) (6855.46) (9049.39) Adjustments for: Depreciation 8825.61 8474.88 8429.01 Exchange(profit)/loss 381.07 47.97 182.51 Employee Stock Option Plan 395.74 0.00 Previous Year Items (533.91) (52.90) (160.20) Interest on term loan & FD 4183.62 5915.16 6565.97 Interest Received (92.15) (71.09) (355.55) Provision for Doubtful debts 774.31 1853.04 0.00 Loss on Sale Of fixed Assets 3.61 (172.06) 7.86 Income tax Adj OF Previous Year 0.00 0.00 34.81 Amortization of Subsidy (2.53) (2.53) (2.53) Gain/Loss on Sale of Investment 0.00 0.00 0.00 Provision for Interest On CC 2859.27 2659.46 2289.13 OPERATING PROFIT BEFORE WORKING

CAPITAL CHANGES 11705.77 11796.47 7941.62

Adjustments for: Trade and Other Receivables 677.48 (1860.09) 579.63 Inventories 1245.96 (771.05) 2872.18 Loans &Advances 632.85 (549.44) (1010.69) Current Liability (4672.45) (2990.93) (4672.20) Working Capital Borrowing (322.57) 2418.90 4622.00 Income Taxes (Including Advances Tax/TDS) 0.00 0.00 (340.96) (2438.73) (3752.60) 2049.96


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Net Cash Flow from Operating Activities 9267.05 8043.87 9991.58

B CASH FLOW FROM INVESTING ACTIVITIES:

Purchase of Fixed Assets Tangible (1998.90) (2564.09) (2771.75) Purchase of Fixed Assets Intangible (1191.15) (996.56) (1255.04) Sale of Fixed Assets 2.76 537.73 20.70 (Purchase)/Sale of Investment (4.00) (4.50) (13.70) Interest Received 92.15 71.09 355.55 NET CASH FLOW FROM INVESTING

ACTIVITIES (3099.13) (2956.33) (3664.23)

CASH FLOW FROM FINANCING

ACTIVITIES

Repayment of Term Loans to Banks &Financial Institutions & FD

(6312.56) (3739.05) (3734.03)

Interest Paid on Term Loans &FD (629.17) (1705.08) (2862.77) Promoter’s Contribution 0.00 651.73 225.00 ESOP Contributions 51.92 0.00 0.00 Proceeds from Terms Loans from Banks &

Financial Institutions 0.00 0.00 0.00

NET CASH FLOW FROM FINANCING ACTIVITIES

(6889.81) (4792.40) (6371.80)

(721.89) 295.15 (44.45) NET INCREASE IN CASH OR CASH

EQUIVALENTS

Opening Cash & Cash Equivalents 2142.88 1847.73 1892.18 Closing Cash & Cash Equivalents 1421.00 2142.88 1847.73

3.15 LATEST LIMITED REVIEW HALF YEARLY FINANCIAL INFORMATION: ATTACHED

AS Appendix 8

3.16 DETAILS OF MATERIAL EVENTS The material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities, corporate restructuring event, etc.) at the time of the Issue which may affect the Issue or an investor's decision to invest/continue to invest in the debentures, have been listed at page 30 of this IM, under the heading Secured and un secured Borrowings. To reiterate, the company is at an advanced


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stage of settlement with its banks and other institutions through one time settlement and through ARC route.

3.17 DETAILS OF GUARANTEE OR OTHER DOCUMENTS Not Applicable

3.18 OTHER DETAILS (a) Issue/instruments specific regulations: The proposed Issue is in conformity with the applicable provisions of the Companies Act including the relevant notified rules there under, the SEBI Debt Listing Regulations, and the SEBI Listing Regulations.

(b) Application process: The appl icat ion process for the Issue, as given at Page No 63, is a s provided at the end of this Information Memorandum.

SECTION 4: RISK FACTORS

The risks and uncertainties described in this section are not the only risks that the company currently face. Additional risks and uncertainties not presently known to the company or that the company currently believe to be immaterial may also have an adverse effect on its business, results of operations and financial condition. If any of the following risks, or other risks that are not currently known or are now deemed immaterial, actually occur, the business, results of operations and financial condition could suffer, the price of Equity Shares could decline, and investors may lose all or part of their investment. In making an investment decision, prospective investors must rely on their own examination of the Company, including the merits and risks involved. This Information Memorandum also contains forward-looking statements that involve risks and uncertainties. The company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the considerations described below and elsewhere in this IM. Unless otherwise stated, the financial information of the Company used in this section is derived from the audited restated consolidated financial statements under Indian GAAP. Risks relating to the Company’s Business 4.1 ISLL operates in a dynamic and competitive business environment, both globally and

domestically. Competition from existing and new players may result in pricing pressures which in turn may adversely affect business, financials and results of operations.

The Active Pharmaceutical Ingredient ("API") product segment is intensely competitive. Growing competition may subject ISLL to pricing pressures and require the company to reduce the prices of their products and services in order to retain or attract customers, which may have a material adverse effect on the revenues and margins. Further, several of the competitors are larger international and national


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companies and have access to greater resources or may be able to develop or acquire technology or partner with innovators or customers at terms which are not presently feasible for this company, due to their current scale of operations. Any failure to keep abreast with technological advancements might place the competitors at an advantageous position in terms of cost, efficiency and timely delivery of final products. While the company is focused on research and development (“R&D”) to develop cost and time efficiencies and to broaden their product range, in particular in certain niche segments, in the event the competitors develop better process technology or improved process yield or are able to source raw materials at competitive prices, and are therefore able to create new products or substitutes for the company’s products at competitive prices, ISLL may not be able to maintain its growth rate with a resultant decline in revenue and profits. Any of these factors may have a material adverse effect on the company’s business and prospects. 4.2 ISLL may face difficulties in executing its strategy including future expansion plans and there

can be no assurance that its planned capital expenditures will result in growth and / or additional profitability for the Company.

ISLL may propose to go for an expansion in its operations, which would require significant capital expenditures. Funds raised will be utilized to better focus on manufacturing APIs and intermediates as per business plan of the company. Further, in future the company may make substantial investments in establishing new manufacturing facilities and upgrading its existing manufacturing facilities so that it complies with the standards set by the USFDA and other regulatory authorities. In case company decides for further expansion, any delays in the construction and equipping at any of its existing or new facilities could result in loss or delayed receipt of earnings, increase in financing and construction costs, and its failure to meet profit and earnings budgets. This may require them to reschedule or reconsider its expansion strategy and accordingly could have an adverse effect on its financial condition and operations. The company makes no assurance that its present and planned initiatives will yield the expected or desired benefits, in terms of process efficiencies, product innovation or an expansion in its business / markets. 4.3 Pharmaceutical industry is highly regulated. The success of Company’s performance/ strategy is

highly dependent upon the policies of different jurisdictions. Any failure to obtain or renew required regulatory approvals or any change in the regulatory environment in relation to manufacturing within the country or for marketing the products within and outside the country may significantly impact its business.

The Pharmaceutical industry is highly regulated in relation to quality standards and pricing of drugs and intermediates. Further, entry barriers in many regulated markets in which the company currently operates and seek to expand are very high. The research, testing, manufacturing, selling and marketing of pharmaceutical products are subject to extensive regulation by regulatory authorities, and regulations differ from country to country. Policy decisions by regulators such as the US FDA that have the effect of making it more difficult for companies from developing countries to sell and market products into their markets or provide services to other pharmaceutical companies would have a material adverse effect on the businesses of ISLL. Such policies could include import limitations, limitations on outsourcing to developing countries, extension of product patent rights and limitations on the importation of APIs.


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There is no assurance that the Drug Master Files (“DMFs”) and various other applications filed by the company with the relevant regulatory authorities will be approved, or that the patent applications filed by the company will result in patents registry. Further, any adverse change in the regulatory policies in terms of margins or prices of formulations sold could affect the customers’ sales and strategy, in turn could also impact the company’s sales. There is also no assurance or guarantee that any government or statutory authority will not ban a bulk drug manufactured by the company. In such an event, the business and profitability may be affected. In addition, regulatory requirements are still evolving in many emerging markets where ISLL sells or manufacture its products. In these markets, the regulatory requirements and the policies may at times be unclear or inconsistent. As a result, there is increased risk of that the company’s inadvertent non-compliance with such regulations could lead to withholding or delay in receipt of regulatory approvals for its new products, or regulatory sanctions or increased compliance costs. 4.4 Conditions and restrictions imposed on ISLL by the agreements governing its indebtedness could

adversely affect its ability to conduct its business. Any exchange rate fluctuation and interest movements could also hamper the company’s financials.

Some of the debt obligation of the Company is at floating rates of interest and therefore exposes the company to an interest risk. In addition, unsecured loans taken by the company or the Promoter or Group Entities may be recalled by the lenders at any time. Many of the company’s financing agreements include conditions and restrictive covenants that require them to obtain consent from their respective lenders prior to carrying out certain activities and entering into certain transactions. Specifically, in some of the financing agreements, the company must seek, and may be unable to obtain lenders’ consents to amend its Memorandum and Articles of Association, incur additional debt, issue new equity securities, change its capital structure, change its management structure or pre-pay loans. Any failure to service its indebtedness or various compliances as set out in the debt agreement could lead to a termination of one or more of its financing agreements, default and acceleration of amounts due under the facilities governed by such agreements and cross-default under certain of its other financing agreements, or may affect credit ratings, any of which may adversely affect the ability of ISLL to conduct its business and could have an adverse effect on the its’ financial condition and results of operations. It is also possible that, due to various reasons which may be beyond the control of management, there may be delays in drawdown of sanctioned loan funds, which may materially and adversely affect its cash flows and may delay or disrupt the fulfilment of its debt and other payment obligations. Additionally, if the company decide to incur more debt, its interest payment obligations will increase and the company may become subject to additional conditions from lenders. In addition, the company could be subject to additional restrictions in operating its business. A failure in the future to obtain sufficient financing could result in a lack of cash flow to meet its operating requirements and, therefore, could have an adverse effect on its business, results of operations and financial condition. The company has some significant earnings from export of API products. Any non-hedging of these export transactions may lead to possible exchange rate loss and wipe out any profits that the company would have


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otherwise earned from such exports. This could adversely affect the cash flows of ISLL and have a negative impact of the domestic business as well. 4.5 Sustained growth depends on ability to attract and retain skilled manpower. Failure to attract and

retain skilled manpower could adversely affect the business and any increase in employee compensation costs could strain the financials.

As at 31st March, 2018, the company has a total of 1473 employees. The company’s ability to sustain its growth depends on its ability to attract, train, motivate and retain skilled personnel, particularly in R&D and Marketing functions. It may be particularly difficult to recruit appropriately skilled and qualified employees who would relocate from large metropolitan cities to its facilities at Mohali, Derabassi and Jammu, where the operations are primarily based. Inability to recruit skilled employees or to manage attrition of experienced employees could adversely affect growth strategy. If some of its key employees end up joining a competitor, there is a possibility that some of its customers may choose to shift their business to such a competitor. Further, certain clients seeking to develop in-house capabilities in the API business may seek to hire some of the company’s key employees. Employee compensations in India have historically been significantly lower than employee compensation in the United States and Western Europe for comparably skilled professionals. In recent years the company has seen a rapid increase in employee compensations due to competition. Increasing employee compensation in India may erode competitive advantage and reduce its profit margins to some extent. However, the company needs to focus on attrition as well as increased levels of employee compensation to remain competitive and avoid any adverse effect on its business and financial condition. 4.6 ISLL specializes in a limited number of therapeutic categories, the business may get materially

and adversely affected if products in these therapeutic categories do not perform as well as expected or if substitute products become available.

The company’s revenue is derived from sale of products such as Clarithromycin, Atorvastatin, Clopidogrel, Fexofenadine and other intermediates. As a result of increased competition, fluctuation in demand or supply of other products or introduction of substitute products, its revenue from these products may decline in the future. The company seek to expand its product portfolio by entering into API manufacturing in newer Therapeutic segments. The company’s failure to identify and respond to competitive pressures in this segment or successfully introduce new products will adversely affect strategy and future results of operations. 4.7 The company’s proposed expansion into newer API’s may not yield expected or desired results. ISLL wishes to focus on chemical synthesis, clinical trial manufacturing and commercial manufacturing, both for itself and innovator companies in the CRAMS segment. The customer base in the CRAMS segment would be limited to the companies / innovators with whom the company can enter into contractual relationships to manufacture and supply specified products, as required by the customers. Obtaining regulatory approvals is a time consuming and costly process and due to this, companies may not be able


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to change their suppliers after having entered into long-term contracts with them. Expansion of customer base in the CRAMS segment may require prior written consent of existing customers, in the absence of which the company may have a restricted market reach for its products, therefore failing to meet expected growth rates. Any breach of contracts entered into by the company may lead to loss of exclusive rights. The company in future may not be able to leverage and sustain its relationships with existing customers over a longer period of time or broaden its customer base by establishing long term research and manufacturing contracts with other customers. 4.8 The Company's income and profits may decline as a result of intense competition from other API

drug companies. The company is susceptible to volatility of prices of its products, including due to competitive products and potential substitutes, in the non-regulated markets primarily.

The API segment of the Pharmaceutical Industry is highly competitive. Due to environmental issues, most of the API manufacturing is being shifted to developing economies like China, India and Brazil. In India alone, there are more than 1000 manufacturers in the API space - largely unregulated. Prices of APIs are subject to fluctuation, depending on, among other factors, the number of producers and their production volumes and changes in demand in the markets the company serves. Volatility in price realization and loss of customers may adversely affect its profitability. While one of the aims of R&D initiatives is to develop cost and time efficiencies, the ability of the company to maintain low cost of operations or new cost-effective processes in the future cannot be assured. 4.9 R&D will play a crucial role in determining the future business and operational results. If R&D

efforts of ISLL do not succeed, this may stall the introduction of any new products and restrict ability of the company to expand its presence within the API segment of the industry. The company’s ability to successfully commercialize its R&D efforts would result in cost and time efficiencies and development of new competitive products.

In order to remain competitive, it is necessary for ISLL to continuously research and develop new products (APIs) that are likely to have a strong demand in the market in the post-patent era. The new products developed must necessarily be in accordance with regulatory standards and receive the requisite regulatory approvals. ISLL has been regularly investing a substantial amount of capital and efforts towards research and development to ensure new products are continuously developed in accordance with the industry requirement. The R&D process is often time consuming and costly, and obtaining an approval or patent protection differs from market to market. The company’s processes and products currently under development, if and when fully developed and tested, may not perform as its expect, necessary regulatory approvals or registrations may not be obtained in a timely manner and company may not be able to produce and utilize such products or processes profitably. Further, there could be litigation by third parties claiming its process infringes on their patent or may be otherwise unsuccessful in the market place due to the introduction of superior or more cost-effective processes or products by competitors. Therefore, investments in R&D and new product launches could result in higher costs without a proportionate increase in revenues. Further, following any regulatory approval of any of its client’s formulations or the approval of its own products or facilities, the company will continue to be subject to continuing obligations such as


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with respect to safety, packaging, storage and adverse event reporting. The terms of any approval may be more restrictive than what the company may desire and could affect the marketability of the product or otherwise reduce the size of the potential market for that product. If any foreign regulator or any of the clients supplying formulations in regulated markets becomes aware of or alleges problems with any of the company’s products or at its facilities, ISLL may be required to incur additional costs for testing its products, implement changes to its processes, or withdraw such products from the market. In addition, any threatened or actual government enforcement action may subject company to administrative or judicially imposed sanctions, including civil and criminal penalties, injunctions, product seizure or detention, product recalls, total or partial suspension of production and could also generate adverse publicity and require that the company devote substantial resources that could otherwise be used in other aspects of its business. In such event, the company’s revenues may suffer, and it could become the target of lawsuits, including product liability claims or class action suits. Such an event could affect the ability to commercialize its products and recoup its R&D costs or could substantially increase the costs of developing and marketing such products, and have a material adverse effect on its business, operations and growth prospects. 4.10 The manufacturing facilities of ISLL are subject to risks, including disruptions in or lack of basic

Infrastructure such as electricity and water supply, which could increase manufacturing costs or interrupt operations.

The company currently own and operate two manufacturing facilities at Derabassi (Punjab) and Jammu (J&K) and an R&D center at Mohali (Punjab). As the operations are presently concentrated in the states of Punjab and J&K in Northern India, ISLL is exposed to risks including disruptions in infrastructural facilities such as electricity and water supply to such units, which could require them to incur additional costs or disrupt operations to the extent that it would be required to find alternative sources of supply of such infrastructural facilities. Further, as manufacturers of APIs, the company may encounter difficulties including in relation to production costs and yields, product quality (caused by, among other things, process failure, equipment failure, human errors or other unforeseen events during the production cycle) and shortages of qualified personnel, as well as compliance with regulatory requirements, including current Good Manufacturing Practice ("cGMP") requirements. Since API is a step by step process, any interruption in the manufacturing process could cause delays in the entire production cycle. In addition, material labor problems, such as a work stoppage or mechanical failure or malfunction could likewise lead to delay or suspension of production and may entail unforeseen expenses. Further, if the suppliers fail to deliver necessary manufacturing equipment, raw materials or adequately perform the services outsourced by ISLL to them, production deadlines may not be met. Any such developments could have a material adverse effect on the business, financial condition and operations. 4.11 ISLL currently does not have long term contracts or exclusive supply arrangements with any of

its vendors, and any major disruption to the timely and adequate supplies of raw materials could adversely affect its business.


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While ISLL is not significantly dependent on any single supplier, it does not currently have long term contracts or exclusive supply arrangements with any of its vendors. The company is therefore dependent on adequate and timely deliveries by its suppliers of necessary raw materials or equipment. In the event of a delay, inadequacy or default in deliveries by any of its vendors, the company may not be able to obtain substitutes on an adequate and timely basis or on commercially acceptable terms. Furthermore, it is possible that some of its existing suppliers may choose to discontinue operations or offer more viable terms / enter into exclusive arrangements with its competitors. A major disruption to the timely and adequate supplies of raw materials could adversely affect the business, resulting in financial stress. 4.12 ISLL is susceptible to product liability claims that may not be covered by warranties and

assurances from its suppliers or by insurance, and which, if successful, could have deep financial impact.

Any defects in the products, including as a result of defective materials supplied, can adversely affect the business and could result in customer claims for damages or require the company to undertake product recalls. Defects in products that arise from defective materials or other inputs supplied by external suppliers may or may not be covered by warranties. An unusual number or amount of warranty claims against a supplier could adversely affect ISLL as it depends on a limited number of suppliers for its materials. In addition, product liability coverage for pharmaceutical companies is becoming more and more expensive. As a result, the company may not be able to obtain the type and amount of coverage it desires at an acceptable price in the future. ISLL also face the risk of loss resulting from the adverse publicity associated with product liability lawsuits. Even unsuccessful product liability claims would likely require the company to spend money on litigation, divert management’s time resulting in impact on goodwill and could also impair the marketability of its products. 4.13 If ISLL is unable to protect its intellectual property and proprietary information, or if the company

infringes on the patents of others, it business may be adversely affected. Substantial costs may have to be incurred to protect its patents from litigations and other proceedings relating to intellectual property rights.

The continued success of ISLL, in part, depends on its ability to protect its intellectual property, including trade secrets and other proprietary information, obtain patents and operate without infringing on the proprietary rights of others. In addition, the Company's competitors may have filed similar patent applications or hold issued patents relating to products or processes that compete with those that ISLL is developing or seeking to protect. Moreover, there has been substantialpatent litigation in the pharmaceutical Industry concerning the manufacture, use and sale of various products. In the normal course of business, ISLL may be subject to lawsuits, and the ultimate outcome of such litigation could adversely affect its business, financial condition and cash flow. A third party may claim that the company or its clients are using inventions covered by the third party’s patent rights and subsequently may approach Court restraining the company’s normal operations and


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activities, including making or selling its products. Patent infringement lawsuits, especially in certain foreign jurisdictions, are costly and could affect the operations and divert the attention of management and development personnel. In the event the company and its partners are found to infringe any valid claim of a patent held by a third party, it may, among other things, be required to: Pay damages, which may be substantial; Cease the development, manufacture, use and sale of products that infringe the patent rights of

others through a court-imposed sanction such as an injunction; Expend significant resources to redesign products so that they do not infringe others’ patent rights Discontinue manufacturing or other processes incorporating infringing technology; or Obtain licenses to the infringed intellectual property, which may not be available on acceptable

terms, or at all. The Pharmaceutical Industry has produced a proliferation of patents, and it may not always be clear to industry participants, which patents cover various types of products or methods. The coverage of patents is subject to interpretation by the courts, and the interpretation is not always uniform. If the company is sued for patent infringement, the company would need to demonstrate that its products or methods do not infringe the patent claims of the relevant patent and / or that the patent claims are invalid or unenforceable and the company may not be able to do it. Proving invalidity is difficult since it requires a showing of clear and convincing evidence to overcome the presumption of validity enjoyed by issued patents, in particular, in the United States. Because some patent applications may be maintained in secrecy until the patents are issued, and because publications in the scientific literature often lag behind actual discoveries, ISLL cannot be certain that others have not filed patent applications for inventions covered by its products. Some of the competitors may be able to sustain the costs of complex patent litigation more effectively than the company because they have substantially greater resources. In addition, any uncertainties resulting from the initiation and continuation of any litigation could have a material adverse effect on the company’s ability to raise the funds necessary to continue operations. 4.14 Changes in technology may render current technologies obsolete and could lead to substantial

capital investments. The Pharmaceutical Industry, in particular in respect of chemical and process technologies, is characterized by rapid changes resulting from technological advances and scientific discoveries. Furthermore, as ISLL seeks to develop new non-infringing processes and expand its product range, it would be required to keep pace with technological changes in the industry. This results in frequent introduction of new products and significant price competition. Although ISLL has always been improving its technologies, plants and machinery in line with current international technological standards, the technologies, plants and machinery currently employed by it may become obsolete. The cost of implementing new technologies and upgrading manufacturing facilities could be significant and could adversely affect its financials and operations. 4.15 The operations of ISLL are subject to risk due to accidents and natural disasters or general

disruptions affecting its production facilities and distribution chain.


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ISLL uses highly flammable chemicals which increase the risk of loss through fire. The risk of fire associated with these materials cannot be eliminated. However, ISLL has taken adequate protection to avoid such losses. Ind Swift Labs has taken protection measure against fire, handling of hazardous chemicals. Apart from Fire Insurance of Assets and Stocks, the risk pertaining loss due to Spoilage of material, Business Interruptions, Loss of Profit due to fire occurrences has also been covered. In addition to fire, natural calamities such as floods, earthquakes, rains and heavy downpours could disrupt operations and damage facilities. Although ISLL maintains insurance policies to guard against losses caused by fire and other natural calamities, its insurance coverage for damages to properties and disruption of business due to these events may not be sufficient to cover all potential losses. If any manufacturing facilities were to be damaged as a result of fire or other natural calamities, it would temporarily reduce manufacturing capacities. In addition, unanticipated mechanical and electrical failures may also require shutdowns of production facilities for a small period. 4.16 Compliance to environmental laws and regulations are a significant part of the business in India,

the company may face significant damages and business loss. The company’s operations are subject to various environmental laws and regulations relating to environmental protection. For example, the discharge or emission of chemicals, dust or other pollutants into the air, soil or water that exceed permitted levels and cause damage may give rise to liabilities towards the government, especially the state pollution control boards and third parties, and may result in expenses to remedy any such discharge or emissions. Stricter laws and regulations, or stricter interpretation of existing laws and regulations may impose new liabilities or require additional investment in environmental protection equipment, either of which could adversely affect its business, financial condition or results of operation. The company’s failure to obtain required licenses or renew expired licenses or to otherwise comply with various regulatory requirements may have a material adverse effect on its financial conditions and results of operations. However, ISLL has, since inception, been proactive in this activity and has employed and strictly followed all standards which are required by the environmental laws and regulations. 4.17 The pharmaceutical industry in general is characterized by a rapidly changing market

landscape. The market landscape of the Pharmaceutical Industry in general is constantly evolving, primarily due to factors such as but not limited to technological advances, regulations of both governments and bilateral treaties and arrangements and consolidation of resources by industry players. These factors are susceptible to sudden change which may affect the industry in a positive or negative manner. Any successful pharmaceutical or generics company must be adequately prepared to react quickly and successfully when such changes occur. Any delay by ISLL in reaction to these changes, whether in terms of modification of its strategy or diversion of its production or management resources, may have a material adverse effect on its business, results of operation and financial condition. 4.18 ISLL may be unable to produce sufficient quantities of its APIs, which could result in a breach of

the contractual arrangements with its partners and customers. The licensing and supply agreements of ISLL contain provisions that require it to provide its partners with stipulated quantities of APIs. The demand for APIs has grown significantly in recent years, and it is


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expected that demand will continue to increase in the future due to a variety of factors including increases in the number of product introductions into the market. Any interruption in the supply by third party suppliers of raw materials for these APIs, as well as any disruptions in production at the two API production facilities could result in breaches by ISLL of contractual obligations with its business partners and have a material effect on income and results of operations. 4.19 The company’s operations are subject to various employee, health and safety laws and

regulations. Operations of the company are subject to laws and regulations governing relationships with employees in such areas as minimum wage and maximum working hours, overtime, working conditions, hiring and terminating of employees, contract labor and work permits. Further, the business and prospects are contingent upon, among other things, receipt of all required health and safety permits, and ability to comply with any conditions specified in such permits and registrations, on a continuous basis. Changes or concessions required by regulatory authorities may involve significant compliance costs and also result in delays, prevent completion of construction or opening of a new plant or result in the loss of an existing license, which may adversely affect business and operations.

4.20 There are contingent liabilities in the Company mentioned in this IM, which if materialize may affect the Company’s Financial position.

4.21 A change in accounting or tax policies applicable to the Company could result in an adverse effect on the Company's income and reported results of operations.

New or revised accounting or tax policies promulgated from time to time by relevant Indian authorities (ICAI) may significantly affect the Company’s reported results of operations. Any current or future Government revisions to tax policies, in particular with respect to tax incentives, could have a material adverse effect on the income and results of operations of ISLL

4.22 The Company requires certain approvals and licenses in the ordinary course of business, and the

failure to obtain or retain them in a timely manner all may adversely affect its operations. ISLL requires certain approvals, licenses, registrations and permissions for operating its business, for which it may have either made or is in the process of making an application for obtaining the approval or renewal. If the Company fails to obtain or retain any of these approvals or licenses, or renewals thereof, in a timely manner, its business may be adversely affected.

Furthermore, government approvals and licenses are subject to numerous conditions, some of which are onerous and require ISLL to make substantial expenditure. If ISLL fails to comply or a regulator claims it has not complied with these conditions, its business, prospects, financial condition and results of operations may be materially affected. 4.23 Disruptions of information technology systems could adversely affect the business of ISLL.


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ISLL is dependent upon increasingly complex and interdependent information technology systems, including internet-based systems, to support business processes as well as internal and external communications. Any significant breakdown or interruption of these systems, whether due to computer viruses or other causes, may result in the loss of key information and/or disruption of production and business processes, which could materially and adversely affect the Company's business.

4.24 Any disruption in global or domestic logistics could affect operations.

The Company's success as a business with manufacturing capabilities depends on the smooth supply and transportation of various materials and inputs from different domestic and global sources to its manufacturing plants, and of the products from plants to customers located globally, all of which are subject to various logistical uncertainties and risks. Disruptions of transportation services because of weather related problems, strikes, lock-outs, inadequacies in the road infrastructure and port facilities, or other events could impair the Company's ability to receive materials and other inputs and supply products to its customers. There can be no assurance that such disruptions will not have a material adverse effect on the business and operations of ISLL.

4.25 There are outstanding litigations against ISLL, its Whole time Directors, Promoter and Group

Companies.

There are outstanding legal proceedings involving the Company, its Directors, Promoter and the Group Companies. These proceedingsare pending at different levels of adjudication before various courts, tribunals, enquiry officers and appellate tribunals. The brief details of such outstanding litigations are as follows:

Sr.No Court Case Title Status

1 HARIDWAR RITA GOYAL VS

ISLL

This case is filed by a fixed deposit holder holding FD for an amount of Rs. 1,00,000/-

plus interest.

2 BALJINDER KAUR, JMIC,

CHD

ISLL VS PARADIGM MEDIVISION

Case filed by Co. under Section 138 of Negotiable Instruments Act in respect of a

cheque of Rs. 10 lakhs issued by one of our customer.

3 AKSHDEEP MAHAJAN, CJM,CHD

DEPUTY COMMISSIONER VS

ISLL

A criminal complaint filed against the MD and JMD of ISLL by the Income Tax Deptt

for delay in paying the amount of self-assessed tax.


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4 HARLEEN PAL SINGH, CJJD,

CHD

ISLL VS SUNIL DUTT BANSAL

Execution of civil suit for recovery filed by ISLL for recovery of an amount of Rs, 5

lacs plus interest.

5 DERABASSI ISLL VS M

VASUDEVA RAO

Execution of civil suit for recovery filed by ISLL for recovery of an amount of Rs, 10

lakhs plus interest.

6 FARIDABAD NIRMALA PALIWAL

VS ISLL

This case is filed by a fixed deposit holder holding FD for an amount of Rs. 2,00,000/- plus interest.

7 NCRDC ISLL VS BIPIN KESHAVLAL

GAJERA


plus interest.

8 DRT 3 EDELWEISS (IFCI)

VS ISLL

An OA – Original Application filed by IFCI for recovery certificate from DRT now

being pursued by Edelweiss. The written statement has already been filed.

9 AARADHNA

SAWHNEY, CHD ISLL VS OTIRA

PHARMA Civil suit filed by ISLL for recovery of an

amount of Rs. 90 lakhs.

10 PHHC, CHD IFCI VS ISLL Winding up petition filed by IFCI against

ISLL in High Court for the States of Punjab & Haryana at Chandigarh.

11 National Consumer Disputes Redressal

Commission

ISLL VS A K GANESHAN


plus interest.

12 SHIMLA DEEPAK SOOD VS

ISLL This case is filed by a fixed deposit holder

holding FD for an amount of Rs. 19,60,000.

13 PHHC, CHD ISLL VS DEPUTY COMMISSIONER

INCOME TAX

For quashing of the complaint filed by Deputy Commissioner Income Tax.

14 HARIDWAR GIRISH BHUSHAN

GOYAL VS ISLL


plus interest.

15 National Consumer Disputes Redressal

Commission

ISLL VS D VENKATARAMAIAH


plus interest.


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16 JAMMU BURGEON

PHARMACEUTICALS VS ISLL

Civil suit for recovery of Rs. 10 lakhs

17 Punjab & Haryana

High Court ISLL V SBI AND

OTHERS

Scheme of Arrangement filed by ISLL against the secured lenders for approval of

the scheme of arrangement.

18 UK High Court,

London Bank of Baroda v ISLL and directors/guarantors

Suit for summary judgment for recovery of USD 20 million

19 Rohini Court, Delhi DHANESH BHATIA VS MANU CHAWLA

This case is filed by a fixed deposit holder holding FD for an amount of Rs. 3,00,000/- plus interest. .

20 Consumer Forum, Bharuch, Gujarat

12 consumer Complaints of FD

This case is filed by 12 fixed deposit holders holding FD for a total amount of Rs.

4,53,000/- plus interest.

21 Akshdeep Mahajan, ACJSD, Chandigarh

ISLL VS MOHINDER PAL SINGH

Injunction suit filed at Chandigarh for restraining the defendant from threatening

the plaintiff company and its officials and to involve them in a false criminal complaint.

22 Derabassi Court, Punjab

LAKHBIR SINGH VS ISLL

Recovery Suit filed by plaintiff seeking money on account of alleged loss of potato crops due to alleged damage done by the emissions from the plant of the company.

Besides there are few other cases and dues outstanding of income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax and cess on account of any dispute, are as follows:

Name of the Statute Nature of Dues Amount (In Rs

Lakhs )

Period to which the amount relates

Forum where dispute is pending

Income Tax Act,1961 Demand Amount as per Order 0.22 AY 2006-07 No appeals

Income Tax Act,1961 Demand Amount as per Order 31.08 AY 2007-08 CIT(A)

Income Tax Act,1961 Demand Amount as per Order 11.09 AY 2009-10 ITAT




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Income Tax Act,1961 Demand Amount as per Order 145.04 AY 2012-13 CIT (A)

The Punjab Vat Act,2005

Sale tax,Penalty & Interest 31.94April 2006 to March 2007

Appellate Tribunal



DETC ( Appeals)



DETC ( Appeals)

Jammu Vat Act Sale tax, Penalty & Interest 1.35April 2012 to March 2013

Commissioner Appeals

Jammu Vat Act Sale tax, Penalty & Interest 32.20April 2013 to March 2014

ETC (Appeal)

The Custom Act, 1962 Differential CD 23.06 2012-13 CESTAT ,

AhmedabadThe Central Excise Act, 1944

Penalty under Excise Rules 8.10 2009-10 CESTAT , Chandigarh

The Central Excise Act, 1944

Interest & Penalty under Excise Rules

4.70 2007-08 CESTAT , Chandigarh


Service Tax & Penalty Thereon

192.322012-13 &

2013-14 CESTAT , Chandigarh


Service Tax & Penalty Thereon

82.282009-10 &

2010-11

Commissioner (Appeal),

Chandigarh The Central Excise Act, 1944

Disallowed Self Credit Refund

6.00 2005-10 CESTAT , Chandigarh

4.26 ISLL may be bound by contractual arrangements entered into by it presently or in the future, with its clients, for the manufacture and supply of various products, on a contract or job work basis.

Pursuant to agreements and arrangements entered into by the company presently or in the future, for the manufacture and supply of certain APIs and intermediates on contract and job work basis, the company may be bound by various covenants and obligations, including provisions in relation to confidentiality and non-disclosure, exclusivity and non-compete (in relation to a period of time and/or for specified products and/or services), or the requirement to obtain prior consent from respective counterparties for various operational actions or issues, including for rework or reprocessing, or sub-contracting its contracted obligations or sub-licensing technology licensed thereunder. Such agreements or arrangements may also specify certain events of default for company.

Risks relating to India 4.27 Economic developments and volatility in securities markets in the global market, including

financial instability in Indian financial markets, may cause the price of Equity Shares to decline and adversely affect operations and financials.

The Indian economy and its securities markets are influenced by economic developments and volatility in securities markets in other countries. Investors’ reactions to developments in one country may have adverse effects on the market price of securities of companies located in other countries. For instance, the economic


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downturn globally has adversely affected market prices in the world’s securities markets, including the Indian securities markets. Negative economic developments, such as rising fiscal or trade deficits, or a default on sovereign debt, in other emerging market countries may affect investor confidence and cause increased volatility in Indian securities markets and indirectly affect the Indian economy in general. Indian financial markets have experienced the similar effect of the global financial turmoil, evident from substantial fluctuations in the prices of listed securities and a sharp decline in the NIFTY, BSE’s benchmark index. Any prolonged financial crisis may have an adverse impact on the Indian economy, thereby resulting in a decline in the price of Equity Shares, which may not necessarily be directly or indirectly related to financial performance. Economic downturn or similar financial crisis in the future, especially in the US, Europe or China, and an increase in interest rates or other fiscal or monetary policies implemented by the Government to control the rate of economic recovery and curb inflation, may materially and adversely impact business, financial condition, results of operations and prospects in a number of ways, such as, decrease in demand for exports, delay or deference or cancellation of purchases by buyers, non-availability of financing and other sources of liquidity on reasonable terms, reduction of discretionary spending by consumers on drugs and formulations, etc. thereby adversely impacting the company’s valuation.

4.28 Political, economic and social developments (instability) in India could adversely affect the

business and economic conditions in general and operations of the company in particular. The Indian Government has traditionally exercised and continues to exercise a significant influence over many aspects of the economy. ISLL’s business and the trading liquidity / valuation of its listed shares may be impacted by changes in the Government’s policies, including but not limited to, taxation. Social, political, economic or other developments in or affecting India, acts of war and acts of terrorism could also adversely affect business.

Since 1991, successive governments have generally pursued policies of economic liberalization and financial sector reforms. However, there can be no assurance that such policies will be continued and any significant change in the Government’s policies in the future could affect business and economic conditions in India in general. In addition, any political instability in India or geo-political stability affecting India will adversely affect the Indian economy and the Indian securities markets in general, which could also affect the trading price of Equity Shares.

ISLL is incorporated in India and majority of its assets are located in India. The company’s performance and the growth of its business are correlated on the performance of the overall Indian economy. Any adverse impact on the Indian economy by means of a general rise in interest rates, currency exchange rates, and adverse conditions affecting agriculture, commodity and electricity prices or various other factors is likely to have an impact on the performance of the company. Further, conditions outside India, such as slowdowns in the economic growth of other countries could have an impact on the growth of the Indian economy, and government policy may change in response to such conditions. A slowdown in the Indian economy could adversely affect the company’s business, including its ability to implement its strategy.


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4.29 The extent and reliability of Indian infrastructure could adversely affect results of operations and

financial condition of ISLL.

India’s physical infrastructure is less developed than that of many developed nations. Any congestion or disruption in its port, rail and road networks, electricity grid, communication systems or any other public facility could disrupt the company’s normal business activity. Any deterioration of India’s physical infrastructure would harm the national economy, disrupt the transportation of goods and supplies, and add costs to doing business in India. These problems could interrupt its business operations, which could have an adverse effect on its operations and financials.

4.30 Any downgrading of India’s debt rating by a domestic or international rating agency could

adversely affect business. Any adverse revisions to India’s credit ratings for domestic and international debt by domestic or

international rating agencies may adversely affect company’s ability to raise additional financing, and the interest rates and other commercial terms at which such additional financing is available. This could harm its business and financial performance, ability to obtain financing for capital expenditures and the valuation of its shares.

4.31 Indian taxes or surcharges could adversely affect the tax liability of ISLL and decrease any profits

that the company may have in future. Any future changes in tax rates in India on income or the imposition of any additional taxes or surcharges could adversely affect the company’s tax liability. 4.32 Terrorist attacks, civil unrests and other acts of violence in India and around the region could

adversely affect the financial markets, result in a loss of customer confidence and adversely affecting the company’s business, operations, financials and cash flows.

Terrorist attacks, civil unrests and other acts of violence or war in India and around the region may adversely affect worldwide financial markets and result in a loss of business confidence and ultimately adversely affecting company’s business, operations, financials and cash flows. India has, from time to time, experienced instances of civil unrest and political tensions and hostilities among neighboring countries. Political tensions could create a perception that an investment in Indian companies involves higher degrees of risk. 4.33 Natural calamities could have a negative effect on the Indian economy and cause the company’s

business to suffer. India has experienced natural calamities such as earthquakes, a tsunami, floods and drought in the past few years. The extent and severity of these natural disasters determines their effect on the Indian economy. Further, prolonged spells of below normal rainfall or other natural calamities could have a negative effect on the Indian economy, adversely affecting the company’s business and the price of its Equity Shares.


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4.34 The company business and activities will be regulated by the Competition Act, 2002, as amended. The Indian Parliament has enacted the Competition Act for the purpose of preventing business practices that have an appreciable adverse effect on competition in India under the auspices of the Competition Commission of India (the “CCI”), which (other than for certain provisions relating to the regulation of combinations) has recently become effective. Under the Competition Act, any arrangement, understanding or action in concert between enterprises or persons, whether or not formal or informal, which causes or is likely to cause an appreciable adverse effect on competition in India is void and attracts substantial monetary penalties. Any agreement which directly or indirectly determines purchase or sale prices, limits or controls production, shares the market by way of geographical area or market or number of customers in the market is presumed to have an appreciable adverse effect on competition. The effect of the Competition Act and the CCI on the business environment in India is as yet unclear. Any application of the Competition Act to us may be unfavorable and may have a material adverse effect on its business, financial condition and results of operations.

4.35 Risks related to the Issue An investment in Debentures involves risks. These risks may include, among others, equity market, bond market, interest rate, market volatility and economic, political and regulatory risks and any combination of these and other risks. Some of these are briefly discussed below. Potential Investors and subsequent purchasers of the Debentures should be experienced with respect to transactions in instruments such as the Debentures. Potential Investors and subsequent purchasers of the Debentures should understand the risks associated with an investment in the Debentures and should only reach an investment decision after careful consideration, with their legal, tax, accounting and other advisers, of (a) the suitability of an investment in the Debentures in the light of their own particular financial, tax and other circumstances and (b) the information set out in this Information Memorandum. The Debentures may decline in value and marketability and Investors should note that, whatever their investment in the Debentures, the cash amount due at maturity will be equivalent to the face value of the Debentures. More than one risk factor may have simultaneous effect with regard to the Debentures such that the effect of a particular risk factor may not be predictable. In addition, more than one risk factor may have a compounding effect which may not be predictable. No assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures.

1. Taxation Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or other documentary charges/taxes in accordance with the laws and practices of India. Payment and/or delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes, duties and/or expenses.


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Potential Investors who are in any doubt as to their tax position should consult their own independent tax advisers. In addition, potential Investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time. Accordingly, it is not possible to predict the precise tax treatment which will apply at any given time. 2. Interest Rate Risk All fixed income securities, such as our Debentures, are subject to price risk. The price of such securities will vary inversely with changes in prevailing interest rates, i.e. when interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The extent of fall or rise in the prices is a function of the existing coupon, days to maturity and the increase or decrease in the level of prevailing interest rates. Increased rates of interest, which frequently accompany inflation and/or a growing economy, are likely to have a negative effect on the price of our Debentures.

3. The Debentures may be Illiquid It is not possible to predict if and to what extent a secondary market may develop in the Debentures or at what price the Debentures will trade in the secondary market or whether such market will be liquid or illiquid. If so specified in this Information Memorandum, application has been made to list or quote or admit to trading the Debentures on the stock exchange or quotation system(s) specified. If the Debentures are so listed or quoted or admitted to trading, no assurance is given that any such listing or quotation or admission to trading will be maintained. The fact that the Debentures may be so listed or quoted or admitted to trading does not necessarily lead to greater liquidity than if they were not so listed or quoted or admitted to trading. The listing of the Debentures is subject to receipt of the final listing and trading approval from the Stock Exchange. The Issuer may, but is not obliged to, at any time purchase the Debentures at any price in the open market or by tender or private agreement where permitted by law. Any Debentures so purchased may be resold or surrendered for cancellation. The more limited the secondary market is, the more difficult it may be for holders of the Debentures to realize value for the Debentures prior to redemption of the Debentures. 4. Downgrading in credit rating The Debentures have been rated by CARE rating for the issuance of Debentures for an aggregate amount of Rs. 450 Crores (Rupees Four Hundred and Fifty Crores only). The Issuer cannot guarantee that this rating will not be downgraded. Such a downgrade in the credit rating may lower the value of the Debentures. 5. Future legal and regulatory obstructions Future government policies and changes in laws and regulations in India and comments, statements or policy changes by any regulator, including but not limited to the SEBI or the RBI, may adversely affect the Debentures. The timing and content of any new law or regulation is not within the Issuer’s control and


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such new law, regulation, comment, statement or policy change could have an adverse effect on market for and the price of the Debentures. Further, the RBI or other regulatory authorities may require clarifications on this Information Memorandum, which may cause a delay in the issuance of Debentures or may result in the Debentures being materially affected or even rejected. 6. Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally. Since 1991, successive Indian governments have pursued policies of economic liberalization. The role of the Central and State Governments in the Indian economy as producers, consumers and regulators has remained significant. If there was to be any slowdown in the economic policies, or a reversal of steps already taken, it could have an adverse effect on the debt market which as such is exposed to the risks of the Indian regulatory and policy regime and also have an impact on global economic market.

SECTION 5: TRUSTEE

Vistra ITCL has agreed to act as the trustee for, and on behalf of, the Debenture Holders vide their letter dated April 30, 2018 and has given its consent to the Company for its appointment as the trustee in accordance with Regulation 4(4) of the SEBI Debt Listing Regulations. The consent letter of the trustee has been provided in Appendix 10

SECTION 6: OTHER INFORMATION

6.1. RATING RATIONALE ADOPTED BY THE RATING AGENCIES The Company proposes to raise an amount Rs. 425 Crores (Rupees Hundred Twenty Five Crores only) by way of issue of 4250 Debentures of the face value of 10,00,000 /- (Rupees Ten Lac each) each on a private placement basis not open for public subscription in one or more tranches. The NCDs are rated ‘CARE C (SO)’ by CARE vide their letter dated May 18, 2018. Instruments with this rating are considered to have very high risk of default regarding timely servicing of financial obligations. Please note that the rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of time in the future. The rating agencies have a right to suspend, withdraw the rating at any time on the basis of new information etc.

6.2. LISTING a) The Issuer shall, promptly after allotment of the Debentures but in any event within fifteen (15)

days from the relevant Deemed Date of Allotment procure that the Debentures are listed on the wholesale debt market segment of the Stock Exchange.


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b) All costs, expenses and charges incurred in connection with the listing of the Debentures shall be

borne and promptly paid by the Issuer.

c) The Issuer undertakes that it shall strictly comply with, entirely at its cost and expense, all the requirements for listing of the Debentures on the wholesale debt market segment of the Stock Exchange.

d) The Issuer further undertakes to procure that the Debentures remain continuously listed on the

wholesale debt market segment of the Stock Exchange for so long as the Debentures are outstanding.

e) If the Debentures are not listed for any reason whatsoever within fifteen (15) days from the

relevant Deemed Date of Allotment pursuant to paragraph a) above, the Issuer shall redeem/ buy-back the Debentures. For the avoidance of doubt, the amounts payable by the Issuer under this paragraph are in addition to the amounts payable by the Issuer for redemption of the Debentures under the Debenture Trust Deed.

BSE Limited, vide its letter No. DCS/COMP/VM/IP/-PPDI/49/18-19 Dated May 28, 2018 has granted its In Principle approval for listing of the Debentures. )

6.3. DEBENTURE REDEMPTION RESERVE

The Company shall create a Debenture Redemption Reserve during the tenure of the Debentures in accordance with the provisions of the Companies Act and as per the Companies (Share Capital and Debentures) Rules, 2014.

6.4. ISSUE/INSTRUMENT SPECIFIC REGULATIONS - RELEVANT DETAILS

The issue of Debentures is incompliance with, and governed by, the relevant provisions of applicable law (as amended) including the following:

a) Companies Act, 1956; read with relevant rules, to the extent applicable b) Companies Act, 2013; read with relevant rules, to the extent applicable; c) Companies (Share Capital and Debentures) Rules, 2014; d) Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations, 2008, as amended from time to time; and e) The Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993,

as amended from time to time; f) Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 6.5. DETAILS OF THE ISSUE


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Security Name 4250 Secured Redeemable Non-Convertible Debentures (NCDs) of face value of Rs. 10,00,000/- (Rupees Ten lakh only) each aggregating upto Rs. 425,00,00,000/- (Rupees Four Hundred Twenty Five Crore only) to be issued by the Company

Issuance strictly on private placement basis only

This Information Memorandum issued shall be serially numbered and circulated privately to persons not exceeding 200 and is solely for the purpose of issuance and listing of Debentures issued on private placement basis and therefore should not be construed to be a prospectus and/or an invitation to the public for subscription to Debentures issued under any law for the time being in force.

Issuer IND-SWIFT LABORATORIES LIMITED (‘the Issuer’/ ‘the Company’)

Type of Instrument Secured Rated Redeemable Non-Convertible Debentures (‘NCDs’/ ‘Debentures’)

Nature of Instrument Secured

Seniority Senior Mode of Issue Private placement to subscribers not exceeding limit as prescribed under

Companies Act, 2013 Eligible Investors 1. Non-banking financial companies incorporated in India;

2. Financial institutions incorporated as companies in India; 3. Foreign investors permitted under Applicable Law to invest in listed

non-convertible debentures; 4. Insurance companies incorporated in India; and 5. Any other body corporate incorporated in India, including, public sector

undertakings, or any entity permitted under Applicable Law to subscribe to non-convertible debentures.

Option to retain oversubscription (Amount)

Not Applicable.

Listing Proposed to be listed on the Wholesale Debt Market (WDM) Segment of the BSE Ltd. (BSE).

Rating of the Instrument

CARE C; Stable (Single C; Outlook Stable)

Issue Amount Up to Rs. 425,00,00,000/- (Rupees Four Hundred Twenty Five Crore only)

Promoter contribution NIL

Objects of the Issue The object of the issue is to augment long-term resources of the Company. The proceeds of the Issue will be used for General corporate purpose or retiring the existing debt of the Issuer

Details of the utilization of the Proceeds

The proceeds of the Issue shall be utilized in the manner as set out under the section “Objects of the issue” as stated above after the deduction of costs in respect of such issue.

Interest on Application Money

At the IRR.

Tenor 6 years from the Allotment Date


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IRR 20% on the Debenture Amount and special premium Coupon Rate 10% per annum, accrued, compounded and payable Monthly. In case of any

default in payment of any part of coupon, additional default coupon shall be payable.

Coupon Payment Frequency

Monthly

Coupon Payment Date As per the Debenture Trust Deed Coupon Type Fixed Redemption Amount Rs.10,00,000/- (Rupees Ten lacs only) per Debenture Redemption Date Not exceeding 72 months from the Allotment Date Redemption Premium/ Discount

The debentures will receive such redemption premium so as to provide an IRR of 20% on the debenture amount as well as the special premium accrued and unpaid.

Special Premium 17.65% onetime premium accruing on deemed date of allotment. Payable as per the terms of the transaction documents at (i) the end of 18 months or (ii) Company being referred to the NCLT

Issue Price Rs.10,00,000/- (Rupees Ten lacs only) per Debenture Discount at which security is issued and the effective yield as a result of such discount.

None

Coupon Reset Process (including rates, spread, effective date, interest rate cap and floor etc).

Not Applicable

Step Up/ Setp Down Coupon Rate

Not Applicable

Day Count Basis Actual Default Interest Rate 1.5% per month on the defaulted amount for minimum of one month or period

of default, whichever is higher Put date Not Applicable Put Price Not Applicable Call Date Not Applicable Call Price Not Applicable Put Notification Time Not Applicable Call Notification Time Not Applicable Face Value Rs.10,00,000/- (Rupees Ten Lacs only) per Debenture Minimum Application and in multiples of __ debt Securities thereafter

Minimum of 1 debenture and in multiples of 1 thereafter


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Issuance mode of the Instrument

Demat only

Trading mode of the Instrument

Demat only

Settlement mode of the Instrument

Cheque(s)/credit through RTGS/NEFT system

Depository National Securities Depository Ltd. and Central Depository Services (India) Ltd.

Record Date The Record Date/ Book Closure Date for the Debentures shall be 15 days prior to each Interest Payment Date and or Principal repayment Date and/or Early Redemption Date, if any for the purposes of actual payment or as may be prescribed by the Securities and Exchange Board of India (“SEBI”) during the tenure of the Debentures.

Business Day Convention

If the date for performance of any event or the due date for any payment, including but not limited to the Redemption Date, falls on a day that is not a Business Day, then the date in respect of performance of such event or the due date for payment shall be the immediately preceding Business Day.

Other Covenants Any other covenants as mutually agreed between the Issuer & the Investor(s).

Security As per the Debenture Trust Deed

Transaction Documents

The Issuer and the security providers shall enter into the documents necessary for the issue and listing of the NCDs, which shall include the following:

1. Debenture Trust Deed 2. Debenture Trustee Agreement 3. Security Agreements as necessary for the creation of the security

Conditions Precedent to Disbursement

The Investor shall subscribe to the Debentures upon the fulfillment of conditions set out in detail under the Transaction Documents, including but not limited to the following, to the satisfaction of the Debenture Trustee and the Debenture Holders: (a) Receipt of consent from all the existing lenders, any other third parties for issuance of Debentures, creation of security in relation to the Debentures or the transactions contemplated under the Transaction Documents. (b) Completion and execution of mutually satisfactory documentation, and the satisfaction of any conditions contained therein. (c) Receipt of certified true copy of the board resolution of the Issuer and all relevant corporate authorizations, certificates of any other security provider in relation to issuance of Debentures, creation of security and performance of its obligations under the Transaction Documents by the Debenture Trustee. (d) Receipt of certified true copy of the board resolution of the Parent for execution and performance of its obligations under the Transaction Documents.


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(e) Receipt of certified true copy of the special resolution of shareholders of the Issuer. (f) Submission of a business plan acceptable to the Debenture Holders. (g) Completion of financial, business and legal due diligence on the Issuer satisfactory to the Debenture Holders. (h) No potential Event of Default, potential Event of Default or Material Adverse Effect (as defined under the Transaction Documents) has occurred and is continuing, or would result from such borrowing. (i) A copy of any other authorization or other document, opinion or assurance which the Debenture Holder considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by any Transaction Document or for the validity and enforceability of any Transaction Documents. (j) Amendment of the constitutional documents of the Issuer. (k) Other conditions customary for transactions of the nature contemplated herein.

Condition Subsequent to Disbursement

As provided in the Debenture Trust Deed

Events of Default Customary events of default for transactions of this nature and others appropriate in the judgment of the Debenture Holder shall be included under the Transaction Documents including but not limited to: (a) Any failure to pay when the payments become due to the Debenture Holder or failure to redeem the Debentures on the Final Maturity Date. (b) An Obligor does not comply with its obligations under the Transaction Documents. (c) Any representation, warranty or statement made by an Obligor (in any Transaction Document to which it is a party) is incorrect or misleading. (d) Cross defaults under financing documents and material agreements of the Issuer and Parent. (e) Bankruptcy, dissolution, insolvency, liquidation or winding up proceedings in relation to any Obligor. (f) The Issuer fails to comply with or pay any sum due from it under any final judgment within the time provided under the final judgment. (g) It is or becomes unlawful for an Obligor to perform any of its obligations under any Transaction Document to which it is a Party.


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(h) Any Material Adverse Effect (as is agreed under the Transaction Documents). (i) Any material contract entered into by any Obligor being terminated materially amended, such that the ability of such Obligor to fulfil its obligations under the Transaction Documents is adversely affected. Other than for payment defaults, cure periods for Events of Defaults, which are capable of being cured will be subject to mutual discussion and as finally captured in the Transaction Documents. “Obligor” shall mean, collectively, the Issuer and any person/ entity creating any security for the purpose of the NCDs

Provision in relation to Cross Default

(i) An event of default, howsoever described, occurs under any other facility or borrowing availed of by the Company; or (ii) the lender in respect of such facility/ borrowing issues any notice to the Company for acceleration of such facility/ borrowing, as the case may be, and such amounts as payable to such lender are not paid by the Company within the period prescribed under the relevant documents for such facility/ borrowing.

Name of the Debenture Trustee

Vistra ITCL (India) Limited

Role and Responsibilities of Debenture Trustee

As provided in the Debenture Trust Deed

Issue Timing 1. Issue Opening Date 2. Issue Closing Date 3. Pay-in Date 4.Deemed Date of Allotment

Tuesday 12.06.2018 Tuesday 12.06.2018 Wednesday 13.06.2018 Wednesday 13.06.2018

Governing Law and Jurisdiction

The Debentures and documentation will be governed by and construed in accordance with the laws of India.

Notes

1. The list of documents which has been executed or will be executed in connection with the issue and subscription of debt securities shall be annexed.

2. The default interest rate prescribed in (A) Listing and (B) Default Interest Rate, 'as mentioned above, are the minimum interest rates payable by the company and are independent of each other.

6.6. DISCLOSURES PERTAINING TO WILFUL DEFAULT

In case of listing of debt securities made on private placement, the following disclosures are required to be made vide:


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(A) Name of the Bank declaring the entity as a Willful Defaulter: NIL (B) The year in which the entity is declared as a Willful Defaulter: NIL (C) Outstanding amount when the entity is declared as a Willful Defaulter: NIL (D) Name of the entity declared as a Willful Defaulter: NIL (E) Steps taken, if any, for the removal from the list of willful defaulters: NIL (F) Other disclosures, as deemed fit by the Issuer in order to enable investors to take informed

decisions: NIL (G) Any other disclosure as specified by the Board: NIL 6.7. Proposed Issue:

Issue of the 4250 Debentures of the face value of Rs.10,00,000/- (Rupees Ten Lakh only) each, aggregating upto Rs. 425,00,00,000/- (Rupees Four Hundred and Twenty five Crores only) on a private placement basis not open for public subscription to be issued in one or more tranches.

6.8. Electronic Book Mechanism: As the Proposed issue size in more than Rs. 200 Cr in a single financial Year, the Electronic Book Mechanism shall be applicable to the proposed issue in terms SEBI circular no: SEBI/HO/DDHS/CIR/P/2018/05 dated January 5, 2018 and Operational Guidelines for issuance of Securities on Private Placement basis through an Electronic Book Mechanism. Who can apply? Only the persons who are specifically addressed through a communication by or on behalf of the Company directly are eligible to apply for the Debentures DISCLAIMER: PLEASE NOTE THAT ONLY THOSE PERSONS TO WHOM THIS INFORMATION MEMORANDUM HAS BEEN SPECIFICALLY ADDRESSED ARE. ELIGIBLE TO APPLY. INVESTMENT BY INVESTORS FALLING IN THE CATEGORIES MENTIONED ABOVE ARE MERELY INDICATIVE AND THE COMPANY DOES NOT WARRANT THAT THEY ARE PERMITTED TO INVEST AS PER EXTANT LAWS, REGULATIONS, ETC. EACH OFTHEABOVE CATEGORIES OF INVESTORS IS REQUIRED TOCHECKANDCOMPLY WITHEXTANT RULES/REGULATIONS/ GUIDELINES, ETC.GOVERNING OR REGULATING ITS INVESTMENTS AS APPLICABLE TO IT AND THE COMPANY IS NOT, IN ANY WAY, DIRECTLY OR INDIRECTLY RESPONSIBLE FOR ANY STATUTORY OR REGULATORY BREACHES BY ANY INVESTOR, NEITHER IS THE COMPANY REQUIRED T O CHECK OR CONFIRM THE SAME How to Apply Application for the debentures must be made by submitting the application form which must be completed in block letters in English.


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The Application Form must be accompanied by either demand draft or Cheques, drawn or made payable in favor of "Ind Swift Laboratories Limited”, payable at New Delhi and crossed Account Payee only. The payment can also be made by Real Time Gross Settlement (RTGS) by crediting the funds tithe account given below

Beneficiary Name Bank Name A/c No Branch Address IFSC Code

Instructions for Application

1) Application must be completed in BLOCK LETTERS IN ENGLISH. A blank must be left between two or more parts of the name

2) Signatures should be in English. 3) Cheques/drafts must be made in the favor of "Ind Swift Laboratories Limited" and crossed

"Account Payee only" payable at Chandigarh. Money orders or postal orders will not be accepted. The payments can be made by RTGS, the details of which are given above.

4) No cash will be accepted. 5) The Applicant should mention its permanent account number or the GIR number allotted to

it under the Income Tax Act, 1961 and also the relevant Income-tax circle/ward/District. 6) The applications should be submitted during normal banking hours at the following office:

Ind Swift Laboratories Limited Registered office: SCO 850 Shivalik Enclave NAC Manimajra India

7) The applications will be scrutinized and accepted as per the terms and conditions specified in this Information Memorandum.

8) Any application that is not complete in any respect is liable to be rejected. 9) Applicants residing or situate at places other than in Chandigarh, may send their application

along with cheques or demand drafts to the center mentioned above. The demand draft charges will be borne by the applicant.

10) The Applicant shall apply for the Debentures in electronic, i.e. dematerialized form only. Each Applicant should mention his, her or its Depository Participant's name, DP-ID and Beneficiary Account Number in the Application Form. In case of any discrepancy in the information of Depository/Beneficiary Account, the Company shall be entitled to not credit the beneficiary's demat account pending resolution of the discrepancy

11) Each Applicant is requested to contact the office of the Company as mentioned above for any clarifications.

Succession In case the Debentures are held by a person other than an individual, the rights in the Debenture shall vest with the successor acquiring interest therein, including a liquidator or such any person appointed as per the applicable laws. Option to Subscribe The Company has made arrangements for issuing and holding the Debentures in dematerialized form.


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Right to accept or Reject applications: Incomplete Application Forms are liable to be rejected. The full amount of Debenture has to be submitted along with the Application Form. Allotment Intimation The Debentures, in dematerialized form, will be credited within two (2) Business Days from the Deemed Date of Allotment. The Debentures will be deemed to be allotted to the Debenture Holders on Deemed Date of Allotment. All benefits relating to the Debentures will be available to the Debenture Holders from the Deemed Date of Allotment. In the event the Company fails to allot the Debentures to the Applicants within sixty (60) days from the date of receipt of the application money ("Allotment Period''), it shall repay the Application Money to the Applicants with in fifteen (15) days from the expiry of the Allotment Period ("Repayment Period"). In the event the Company fails to repay the application money within the Repayment Period, then Company shall be liable to repay the application money along with interest in accordance with the provisions of this Information Memorandum and applicable claims. Debenture Register A Debenture Register containing necessary particulars will be maintained by the Depository in electronic form in accordance with Section 88 of the Companies Act. Transfer/Transmission The Debentures shall be transferable freely and transmittable by the Debenture Holders in whole or in part without the prior consent of the Company. The Debenture Holders shall also have the right to novate, transfer or assign its rights and/or the benefits under the Transaction Documents upon such transfer/transmission of the Debentures. However, it is clarified that no investor shall be entitled to transfer the Debentures to a person who is not entitled to subscribe to the Debentures. The Debenture(s) shall be transferred and/or transmitted in accordance with the applicable provisions of the Companies Act and other applicable laws. The Debentures held in dematerialized form shall be transferred subject to, and in accordance with, the rules/procedures as prescribed by the relevant Depository and the relevant DPs of the transferor or transferee and any other applicable laws and rules notified in respect thereof. In the absence of the same, amounts due will be paid/redemption will be made to the person whose name appears in the Debenture Register maintained by the Depository as on the Record Date, under all circumstances. In cases where the transfer formalities have not been completed by the transferor, claims, if any, by the transferees would need to be settled with the transferor(s) and not with the Issuer. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in dematerialized form. The seller should give delivery instructions containing details of the buyer's DP account to his DP. Payment of Interest on Allotted Debentures


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The interest on allotted Debentures will be at a rate as may be agreed between the original Debenture Holder and the Issuer in accordance with the Transaction Documents. The Company shall, until the final redemption date, pay to the Debenture Holders interest on the principal amounts of the Debentures outstanding from time to time at the agreed coupon rate (subject to deduction of tax where applicable at the rate prescribed from time to time under the Income-tax Act, 1961 or any statutory modification or re-enactment thereof for the time being in force) on each agreed interest payment date. Authority for the Placement This private placement of Debentures is being made pursuant to the resolution of the Board passed at its meeting held on March 6th, 2018, which has approved the placement of NCDs up to Rs. 1500,00,00,000 (Rupees Fifteen Hundred Crores) and the Company's shareholders resolution dated March 28, 2018 pursuant to section 42 of the Companies Act. The present issue of up to Rs. 425,00,00,000 (Rupees Four Hundred Twenty Five Crores) is within the general borrowing limits in terms of the resolution passed under Section 180(l)(c) of the Companies Act, at the Extra Ordinary General Meeting of the shareholders of the Company held on 10th January, 2018 and the proposed collateralization of the Debentures is within the limits prescribed in the resolution of the Company's shareholders under Section 180(l)(a) of the Companies Act, at the Extra Ordinary General Meeting of the shareholders of the Company held on March 28, 2018 giving their consent to the borrowing by the Directors of the Company from time to time not exceeding Rs. 1500,00,00,000 (Rupees Fifteen Hundred Crores) subject to any restrictions imposed by the terms of the agreement entered into from time to time for grant of loans to the Company of all monies deemed by them to be requisite or proper for the purpose of carrying on the business of the Company. The borrowings under these Debentures will be within the prescribed limits as aforesaid. The Company can carry on its existing activities and future activities planned by it in view of the existing approvals, and no further approvals from any Governmental Authority are required by the Company to carry on its said activities. Record Date In relation to any date on which a payment has to be made by the Issuer in respect of the Debentures, the Record Date shall be the date that is fifteen (15) days prior to that payment date. The list of Beneficial Owner(s) provided by the Depositories as at the end of day of Record Date shall be used to determine the name(s) of person(s) to whom the interest and/or principal installment is to be paid. Effect of Holiday If any interest payment date falls on a day that is not a Business Day, then such interest payment date shall be automatically changed to the next Business Day. If a day on which any payment (other than interest) is required to be made is not a Business Day, then such payment will be made on the immediately preceding Business Day. It is clarified that if the payment of amount payable is required to be made on a preceding Business Day as mentioned aforesaid, then the amounts payable shall be calculated as if the amounts payable have been paid on the actual day on which such payment is due and not on the preceding Business Day.


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Redemption on Maturity of Debentures Payment on redemption will be made by way of cheque (s) / redemption warrant(s)/demand draft(s)/credit through RTGS system/ funds transfer in the name of the Debenture Holder(s) whose names appear on the list of Beneficial Owners given by the Depository to the Issuer as on the Record Date. The Debentures shall be taken as discharged on payment of the redemption amount by the Issuer on maturity to the registered Debenture Holder whose name appears in the Debenture Register on the Record Date. On such payment being made, the Issuer will inform NSDL/CDSL and accordingly the account of the Debenture Holder with NSDL/CDSL will be adjusted. Compliance officer Each investor may contact Mr Pardeep Verma Compliance officer of the company in case of any pre-issue/ post-issue related problems such as non-receipt of letters of allotment / Debenture certificates/refund orders / interest Cheques. Declaration It is hereby declared that this Information Memorandum contains full disclosures in accordance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008, as amended from time to time. The Company also confirms that this Information Memorandum does not omit disclosure of any material fact which may make the statements made therein, in the light of the circumstances under which they are made, misleading. The Information memorandum also does not contain any false or misleading statement. The Company accepts no responsibility for the statements made otherwise than in this disclosure document or in any other material issued by or at the instance of the Company and that any one placing reliance on any other source of information would be doing so at his/her own work. Signed by Compliance office of the Issuer Mr. Pardeep Verma AVP Corporate Affairs & Company Secretary SCO 850 Shivalik Enclave NAC Manimajra Chandigarh Notices

a) Any communication shall be by letter sent by registered post, courier or fax: To the Issuer Ind-Swift Laboratories Limited SCO: 850, Shivalik Encalve, NAC,


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Manimajra, Chandigarh-160101 Contact: 0172-2730503 / 2730920, To the Trustee Vistra ITCL (India) Limited The IL&FS Financial Center Plot No. C–22, G Block, 7th Floor Bandra Kurla Complex Bandra (East), Mumbai 400051

Payment at par: Payment of the principal, all interest and other monies will be made to the registered debenture holder/Beneficial Owner and in case of joint holder to the one whose name stands first in the debenture Register in the list of beneficial owners provided to the company by the Depository(NSDL/CDSL) Future Borrowing: The company shall be entitled to make further issue of Secured non- convertible debentures and or raise term loans or raise further funds, in any manner as deemed fit by the company, from time to time from any persons/banks/financial institutions/body corporate or any other authorities. Tax Benefits: There are no specific tax benefits attached to the debentures. Each investor is advised to consider the tax implications of his, her or its respective investments in the debentures. Loss of letter of allotment/Principal and interest payment Instruments: Loss of letter of Allotment and Principal payment instrument interest payment instrument should be intimated to the company along with the request for issue of a duplicate letter of allotment payment instrument. If any Letter of allotment is lost stolen or destroyed then upon production of proof thereof, to the satisfaction of the company and upon furnishing such indemnity, as the company may deem adequate and upon payment of any expenses incurred by the company in connection thereof new letter of allotment payment instruments shall be issued. A fee will be charged by the company, not exceeding such sum as may be prescribed by law Debentures subject to the Term Sheet, Debenture Trust Deed, etc. Over and above the aforesaid term and conditions, the debentures offered under this Information Memorandum shall be subject to prevailing guidelines/regulations Reserve Bank of India and other authorities and also be subject to the provision of the Memorandum and Article of Association of the company and all transaction documents to be entered into by the company in relation to the issue of debentures. Governing Law


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The debentures are governed by and will be construed in accordance with the Indian Law. The company and its obligation under the debentures shall, at all times be subject to the directions of department of company Affairs, RBI, SEBI and stock exchange and other applicable regulations from time to time. Applicants, by purchasing the debentures, agree that the court at New Delhi shall have non- exclusive jurisdiction with respect to matters relating to the debentures. PERMISSION/ CONSENT FROM THE PRIOR CREDITORS AND UNDERTAKING ON CREATION OF CHARGE: N/A CONFLICT In case of any repugnancy, inconsistency or where there is a conflict between the conditions as are stipulated in this Information Memorandum and the debentures Trust Deed or any other Transaction documents to be executed by the company, the provisions as contained in the Debenture Trust Deed or any other Transaction Documents shall override the provisions contained hereunder Director Declaration

It is hereby declared that this Information Memorandum contains full disclosures in accordance with all applicable laws including the companies act the SEBI Listing Regulations 2015, SEBI Debt Listing Regulations 2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June06, 2008, each as amended from time to time.

The Company also confirms that this Information Memorandum does not omit disclosure of any material fact that may make the statement made therein, in the light of the circumstances under which they are made, misleading. This Information Memorandum also does not contain any false or misleading statement.

The company accepts no responsibility for the statement made otherwise than in this disclosure documents or in any other material issued by or at the instance of the company and that any one placing reliance on any other source of information would be doing so at his/her own work.

Signed by NAVRATTAN MUNJAL VICE CHAIRMAN AND MANAGING DIRECTOR DIN NO: 00015096 IND SWIFT LABORATORIES LIMITED


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Dated: (●) FORM NO PAS 4 – PRIVATE PLACEMENT OFFER LETTER Pursuant to Section 42 and rule 14(1) of Companies (Prospectus and allotment of Securities) Rules 2014 Issue of up to 4250 secured, redeemable, listed, rated, fully paid non- convertible debentures with a face value of Rs.10,00,000 Each aggregating up to Rs. 425 Cr. (the “Debentures”) on a private placement basis by Ind swift Laboratories Limited (“the company” or then “Issuer” and such issuance, the “Issue”) 2.1 General Information

(a) Name address, website and other contact details of the company, indicating both registered office and the corporate office: Issuer: Ind Swift Laboratories Registered office: SCO 850 Shivalik Enclave NAC Manimajra Chandigarh Corporate office: SCO 850 Shivalik Enclave NAC Manimajra Chandigarh Telephone no: +91-172-2730503. 2730920 Fax: + 91-172-2730504 Contact Person: Mr. Pardeep Verma Email: [email protected]

(b) Date of Incorporation: 04/01/1995 (c) Business carried on by the company and its subsidiaries with the details of branches or

units, if any:

(d) Brief Particulars of the management of the company S.NO Name Designation 1 Sanjeev Rai Mehta Chairman 2 Navrattan Munjal Vice Chairman Cum- Managing

Director 3 Himanshu Jain Jt. Managing Director 4 Rishav Mehta Whole time Director 5 Gopal Munjal Director 6 Vikrant rai Mehta Director 7 Jatender Kumar Kakkar Independent Director 8 Sri Prakash Sharma Independent Director

9 Prabhat Khurana Independent Director 10 Satyendra Vikram Singh Nominee Director 11 Ashwani Kumar Vig Director 12 Poonam Maini Independent Women Director 13 Pardeep Verma Company Secretary


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(e) Name Address Din and Occupation of the director

S N Name Designation DIN Address Date of Appointment

Details of other Directorship on Indian Companies

Occupation

1 Sanjeev Rai Mehta

Non-Executive Chairman

00005668 HOUSE NO. 333, SECTOR 6, PANCHKULA 134106 HR IN

04/01/1995 5 Businessman

2 Navrattan Munjal

Vice-Chairman-Managing Director

00015096 'H.NO.382 SECTOR6 PANCHKULA Haryana India 134109


3 Himanshu Jain

Jt.Managing Director

00014533 HOUSE NO. - 1266 SECTOR - 42 B CHANDIGARH India 160040


4 Rishav Mehta

Wholetime Director

03028663 HOUSE NO. 322, SECTOR 6, PANCHKULA 134106 HR IN


5 Gopal Munjal

Director 00005196 #1085 Sector 7 Panchkula 134101 HR IN


6 Vikrant rai Mehta

Director 00010756 HOUSE NO. 1044, SECTOR 4, PANCHKULA 134109 HR IN


7 Jatender Kumar Kakkar

Director 00015493 HOUSE No.880, SECTOR 7, PANCHKULA

09/01/1997 NIL Businessman

8 Sri Prakash Sharma

Director 00475413 700, M.P. BLOCK, ASIAD VILLAGE COMPLEX, NEW DELHI


9 Prabhat Khurana

Director 03289193 HOUSE NO.132, 2ND FLOOR, SECTOR – 36 A, CHANDIGARH


10 Satyendra Vikram Singh

Nominee Director

06710860 NO.B-1/35, SBI COLONY, SECTOR-B, JANKIPURAM,



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LUCKNOW, UTTAR PRADESH

11 Ashwani Kumar Vig

Director 07080817 HOUSE NO.2554, SECTOR – 35 C, CHANDIGARH


12 Poonam Maini

Independent Women Director

03585837 H. No. - 330 SECTOR - 10 PANCHKULA 134109 HR IN

11/05/2018

1

(f) Management perception of risk factor: As mentioned above in the IM (g) Details of default if any including the amount involved, duration of default, and present

status in repayment of: 1. Statutory dues: 2. Debenture and interest thereon: As per Appendix 4 3. Deposits and interest thereon: 4. Loans from bank and financial

Institutions and interest thereon:

(h) Name, designation, address and phone number, email ID of the Compliance Officer of the Company, if any, for the issue: Mr. Pardeep Verma AVP-Corporate Affairs & Company Secretary SCO 850 Shivalik Enclave NAC Manimajra Chandigarh Mobile No – 9814131627 Email Id - [email protected]

(i) Particulars of offer Date of passing of Board Resolution March 6, 2018 Kinds of Securities offered Secured Redeemable Non-Convertible Debentures (NCDs) of

face value of Rs. 10,00,000 each aggregating upto Rs. 425,00,00,000/- (Rupees Four Hundred Twenty Five Crore only) to be issued by the Company

price at which the security is being offered, including premium if any, along with justification of the price

At face Value of Rs.10,00,000 Premium : NIL

Name and address of the valuer who performed valuation of the security offered

N.A.

Amount which the company intend to raise by way of securities

Rs. 425,00,00,000

Term of Raising of Securities As per above terms sheet

Proposed time Schedule for which the Issue is Valid

Issue opening 09:00 A.M. Tuesday 12.06.2018 Issue Closing 03:00 P.M. Tuesday 12.06.2018

Purpose and object of the Issue The object of the issue is to augment long-term resources of the Company. The proceeds of the Issue will be used for


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General corporate purpose or retiring the existing debt of the Issuer

Contribution being made by the promoter or director either as part of the offer or separately in furtherance of the object

NIL

Principal term of assets charged as security, if applicable

Please refer term sheet

1.3 Disclosure with regard to interest of directors, litigation, etc.

Any financial or other material interest of the director, promoter or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interest of other persons

Not Applicable

Details of any litigation or legal action pending or taken by any Ministry or Department of the government or a statutory authority against any promoter of the company during the last 3 years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or Statutory authority upon conclusion of such litigation or legal action

Already mentioned in the IM above. Please refer page: 30

Remuneration of director (last 3 year) As per Appendex-1

Related party transaction entered during last 3 year immediately preceding the year of circulation of offer letter including loan made or guarantees given

As per Appendex-2

Summary of reservation or qualification or adverse mark of auditor in the 5 financial year immediately preceding the year of circulation of offer letter

As per Appendex-3

Details of inquiry, inspection or investigations initiated or conducted under the companies act or nay previous company law in the last 3 years immediately preceding the year of circulation of offer letter

Nil

Details of act of material frauds committed against the company in the last 3 years if any and if so, the action taken by the company

Nil

1.4 Financial Position of the company The capital Structure of the company

The authorized, issued, subscribed and paid up capital Size of the offer Rs. 425,00,00,000 consist of 4250 NCDS of Rs

10,00,000 each Paid up capital

A. After the offer B. After the conversion of convertible instruments

45,25,37,520 45,25,37,520

Share premium account: a. Before the offer b. After the offer

23206.66 lacs 23206.66 lacs

Details of the existing share capital of the issuerDetails of allotment made by the company for consideration other than cash

NIL

Profit of the company, before and after making the provision of tax, for the 3 financial years immediately preceding the date of circulation of offer letter

As per Appendex-5


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Appendex-1 Details of Remuneration paid for last three years

Sl. No. Name of the director

2014-15

2015-16

2016-17

1. Navrattan Munjal

Vice Chairman-cum- Managing Director

180 180 180

2. Himanshu Jain,

Jt. Managing Director

180 180 180

3. Rishav Mehta,

Whole-time Director

48 48 48

APPENDEX-2 Details of Related parties Transaction during last three years (Rs. In Lacs)

Particulars Associates Other Subsidiary

2016-17 2015-16 2014-15

2016-17 2015-16 2014-15 2016-17 2015-16 2014-15

Nature of Transactions

1.Transactions during the year

Purchase - - - 4905.60 3853.76 4919.28

Sales - - - 2795.18 1006.77 2576.50 3526.78 2214.20 864.19

Interest Receivable

- - - - - - - - -

Expenses 43.93 0.89 - 1459.28 1564.95 1306.65 3.33 - -

Service taken 13.91 302.99 267.98 - - 807.31 - - -

Income Recd. - - - - - - 136.15 - -

Equity Contribution

- - - - 1807.73 1156.00 - - -

Investment Purchased

- - - - - - - - -

Corporate Guarantee Given

- - - 4872.37 5305.69 6170.38 - - -

(To the extent utilized)

- - - - - - - - -

2. Outstanding - - - - - - - - -

Balance as on 31.03.2017

- - - - - - - - -

Share capital - - - 2232.75 1499.15 1499.15 - - -

Investments 482.00 482.00 482.00 826.56 801.56 789.06 1354.10 1354.10 1354.10


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Loan & Advances Given

- - - 6105.60 6935.91 5141.29 - - -

Loan & Advances taken

- - - - - - - - 205.08

Debtors - - - 18652.72 15643.06 15145.29 574.87 627.53 10.97

Creditors - - - - - 36.47 - - -

Capital Advances

5253.09 5356.51 5371.64

- - - - - -

APPENDEX-3 Summary of reservation or qualification or adverse mark of auditor in the 5 financial year immediately preceding the year of circulation of offer letter For the Financial Year: 2016- 17 Emphasis of Matters

1 The Provisions of the Companies Act, 1956 (Further amended to Companies act 2013), where the

company has got its fixed Deposit Scheme restructured vide order No. C.P 27/01/2013, dated 30.09.2013 of Company Law Board. The Company has been granted extension of time of repayment of those deposits. Few of the FD holders have however approached the courts for the repayment of their Fixed Deposits (Refer Note. No.IV of Financial Statements).

2 Refer Note No. III of Financial Statements in regard to Following:

As on 31.03.2017 six Banks/ Financial Institutions have transferred their entire Loan Portfolio to their respective Assets Reconstruction Companies.

During the year in pursuance of AS -9 “ Revenue Recognition “ issued by ICAI, the company has not provided impact in the books of accounts on account of waiver of liability resulting from the bilateral restructuring of loans of SIDBI and Mahindra & Mahindra services limited.

During the year in pursuance of AS-10” Accounting for Fixed Assets” issued by ICAI, the company had adjusted the waiver of loan liability of Rs.2841.81 Lacs pertaining to Catholic Syrian Bank due to settlement of loan with Phoenix ARC Private Limited against its Fixed assets as the loan was taken earlier for the Purchase of Fixed Assets.

As on 31.03.2017 three banks have declared the accounts of the company as NPA.

3 Regarding payment of Managerial Remuneration of Rs.407.67Lacs for the financial year ended 31march2017 which is same since 2012, a sum of Rs. 371.67 Lacs has been disallowed in terms of limits prescribed under section 196,197 & 198 read with Part II of Schedule V of Companies Act, 2013. Further the company has filed necessary application to Central Government which is pending approval as on date. Pending the ultimate outcome of the above said matter which is presently unascertainable, no adjustments have been recorded in the statement (Refer Note No. XIV of Financial Statements).

4 During the year, a fire incidence had occurred in one of the plant in Derabassi unit of the company,

However the loss assessment has not been completed yet, resultant no accounting impact of the same has not been provided in the books.( Refer Note no. XLI to Financial Statements).


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During the year ,on account of failure of approved Restructuring Scheme (CDR) , the account of Company stands exited from the CDR system as confirmed by CDR cell vide its letter dated 01.03.2017.( Refer Note XXXVIII to Financial Statements.)

For the Financial Year : 2015- 16 Emphasis of Matters Without qualifying our opinion, we draw attention to the following matters in the Notes to the standalone financial statements:

1. The Provisions of the Companies Act, 1956 (Further amended to Companies act 2013), where the company has got its fixed Deposit Scheme restructured vide order No. C.P 27/01/2013, dated 30.09.2013 of Company Law Board. The Company has been granted extension of time of repayment of those deposits. Few of the FD holders have however approached the courts for the repayment of their Fixed Deposits (Refer Note. No.IV of Financial Statements).

2 Refer Note No. III of Financial Statements in regard to Following:

Four members of the CDR Banks and one member of the Non CDR banks have transferred

their entire Loan Portfolio to their respective Assets Reconstruction Companies. Four members of CDR Banks and one member of Non CDR banks/Financial Institution

have declared the accounts of the company as NPA.

3 Regarding payment of Managerial Remuneration of Rs.407.63 Lacs for the financial year ended March 2016, which is in excess of the limits specified by the relevant provisions of the Companies Act, 2013, by Rs.120.00Lacs. The company has filled necessary application to Central Government which is pending approval as on date. Pending the ultimate outcome of the above said matter which is presently unascertainable, no adjustments have been recorded in the statement (Refer Note No.XIV of Financial Statements).

Regarding decrease in Revaluation Reserve by Rs. 18.78 Crores on account of Revaluation of Land of Derabassi unit during the year (Refer Note No.V of Financial Statements).

For the Financial Year: 2014- 15

Emphasis of Matter Without qualifying our opinion, we draw attention to the following matters in the notes:

1. The provisions of the Companies Act, 1956 (further amended to Companies Act, 2013), where the Company has got its Fixed Deposit Scheme restructured vide order No. C.P 27/01/2013, Dated 30.09.2013 of Hon'ble Company Law Board. The Company has been granted extension of time in repayment of these deposits. Few of the FD holders have however approached the courts for the repayment of their Fixed Deposits. (Refer to Note No. V of Financial statements)

2. Two members of the CDR group namely Catholic Syrian Bank and State Bank of Travancore have

transferred their balances to Asset Reconstruction Company. Further, the Company's Account has been declared as NPA by banks mentioned therein. (Refer to Note No. IV of the financial statement)


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3. The Company has introduced a new accounting policy of writing off of Debtors exceeding three years on cut-off date of Balance Sheet, other than balances of related parties and disputed debtors. (Note No. XLV, policy no.16 of the financial statements)

For the Financial Year: 2013- 14 Emphasis of Matter Without qualifying our opinion, we draw attention to: 1. Note No. VI to the Financial statements, under the provisions of the Companies Act, 1956, the Company has got its Fixed Deposit Scheme restructured vide its order No. C.P 27/01/2013, dated 30.09.2013 through Hon'ble Company Law Board. The Company has been granted extension of time in repayment of these deposits. Few of the FD holders have however approached the courts for the repayment of their Fixed Deposits. For the Financial Year: 2012- 13

1. Note No. XIX to the financial statements, relating to remuneration paid/provided in respect of Directors of the Company, in excess of the limits prescribed under section 198 read with Schedule XIII to the Act, which is subject to the approval of the Central Government. Our opinion is not qualified in respect of this matter.

2. Note No. XLVI to the financial statements, wherein as explained, Corporate Debt Restructuring

(CDR) scheme is effective from 1st July, 2012. The outstanding liabilities of the company have been substantially restructured under the aegis of CDR Scheme, which extends till 2022.

Appendix 4

Details of Defaults and / or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including guarantee issued by the company, in the past 5 years:

During the FYs 12-13, 13-14, 14-15, there were no major defaults/ delay in interest and principal of any kind of term loans, debt securities and other financial indebtness including guarantee issued by the company. However, during the FYs 2015-16, 2016-17 and till date there have been few defaults/ delays in Bank payments, details of which have been covered by the auditors in their audited reports for respective years and is reproduced hereunder:


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During FY 2015-16

Particulars Amount of default as

at 31st March,

2016

Period of default Remarks, if any

i) Name of the lenders in case of:

Financial Institution: 1.DEG 2009.32 More than 1 year - 2.Technology Development Board

334.00 More than 2 year -

3.IFCI Limited 159.40 N.A Entire Loan Portfolio transferred to ARC. Hence period of default N.A.

4.Mahindra & Mahindra Finance Services Ltd

2450.00 More than 2 year -

Banks: 1.State Bank Of India 661.68 More than 2 year - 2.Canara Bank 180.48 More than 2 year - 3.Central Bank Of India 407.92 N.A Entire Loan Portfolio

transferred to ARC. Hence period of default N.A.

4.State Bank Of Patiala 97.60 1Month - 5.Exim Bank 375.29 2 Years - 6.State Bank Of Hyderabad

295.52 N.A Entire Loan Portfolio transferred to ARC. Hence period of default N.A.

7.SIDBI 63.00 More than 1 Year - 8.Bank Of Baroda 3979.97 1 Year - 9.Allahabad Bank 194.08 N.A Entire Loan Portfolio

transferred to ARC. Hence period of default N.A.

10.Catholic Syrian Bank 1304.88 N.A Entire Loan Portfolio transferred to ARC. Hence period of default N.A.

11.State Bank Of Travancore

471.63 N.A Entire Loan Portfolio transferred to ARC. Hence period of default N.A.


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During FY 2016-17

Particulars Amount of default as at 31st March,

2017

Period of default Remarks, if any

ii) Name of the lenders in case of:

Financial Institution: 1.DEG 4652.18 More than 2 years -

2.IFCI Limited - - Entire Loan Portfolio transferred to ARC. Hence period and amount of default is unascertained.

Banks:

1.State Bank Of India 3475.64 More than 3 years Declared NPA by the Bank 2.Canara Bank 1070.41 More than 3 years Declared NPA by the Bank 3.Central Bank Of India - - Entire Loan Portfolio transferred

to ARC. Hence period and amount of default is unascertained.

4.State Bank Of Patiala 976.02 9 Months Declared NPA during the year 2016-17

5.Exim Bank - - Entire Loan Portfolio transferred to ARC. Hence period and amount of default is unascertained.

6.State Bank Of Hyderabad - - Entire Loan Portfolio transferred to ARC. Hence period and amount of default is unascertained.

7.Bank Of Baroda 11354.09 More than 2 years - 8.Allahabad Bank - - Entire Loan Portfolio transferred

to ARC. Hence period and amount of default is unascertained.

9.State Bank Of Travancore - - Entire Loan Portfolio transferred to ARC. Hence period and amount of default is unascertained.


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Appendex-5

Profit Before and After Tax

Profit and Loss for the year ended (Rs. In lacs)

Particulars 31st December, 2017

Nine Months

31st March, 2017

31st March,

2016

31st March, 2015

Profit ( Loss) before Tax and Extra Ordinary Items

(3004.89) (5088.86) (6855.46) (9048.39)

Extra Ordinary Items Previous Year Loss/(Income) (15.61) (51.81) (41.12) (12.83) Previous Year Expenses 39.29 585.72 94.01 173.03 Exceptional Item Loss(Profit) 0.00 1405.26 5119.95 Profit /(Loss) Before Tax (3028.57) (5622.77) (8313.62) (14328.54) Tax Expense Current Tax Minimum Alternate Tax Less: MAT Credit Entitlement Excess Provision for Prior Year(s)

Income Tax Adjustment of Previous Year

Provision for Income Tax Deferred Tax Liability ( asset) 0 (1647.62) (2427.51) (2377.40) Net Profit for the year (3028.57) (3975.15) (5886.11) 11916.34

As per Appendex-6

Balance sheet for the Last Three years

Balance Sheet Rs. In lacs 31st

December,2017 (Nine

Months)

31st March,

2017

31st March,

2016

31st March,

2015

EQUITY AND LIABILITIES Shareholder’s Funds

(c) Share Capital 4599.62 4545.86 4168.22 4168.22 (d) Reserves and Surplus 42189.61 45200.62 47300.54 55067.25


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Minority Interest Non-Current Liabilities

(c) Long Term Borrowings 55569.32 62502.65 74632.82 81613.83 (d) Deferred Tax Liabilities (Net)

(c) Other Long-Term Liabilities (d) Long Term Provisions Current Liabilities

(c) Short Term borrowings 56886.95 53470.47 50365.69 45004.70 (d) Trade Payables 11449.36 9494.53 12945.07 12973.83

(c) Other Current Liabilities 36106.20 34072.63 31608.87 24999.36 (d) Short Term Provisions

TOTAL 206801.07 209286.75 221021.21 223827.19 ASSETS Non-current Assets

(b) Fixed Assets (vi) Tangible Assets 77084.52 81618.08 87969.48 88371.29 (vii) Intangible Assets 18140.33 19761.63 21575.98 23066.81 (viii) Capital Work-in-Progress 7539.28 6147.92 6588.12 9340.52 (ix) Intangible Assets Under

Development 1489.18 878.51 1258.48 1942.98

(x) Asset Held for Disposal 306.26 306.25 306.25 222.26 (e) Non-current Investments 2641.66 2641.66 2637.66 2633.16 (f) Deferred Tax Assets (Net) 4556.20 4556.20 2908.57 481.06 (g) Long Term Loans and Advances 7321.70 6851.58 6892.13 7197.17 (h) Other Non-Current Assets

Current Assets

(c) Current Investments (d) Inventories 31037.27 34355.77 35601.73 34830.69

(c) Trade Receivables 34805.06 34082.46 35881.93 37490.01 (d) Cash and Cash Equivalents 4614.23 1421.00 2142.88 1847.73 (e) Short Term Loans and Advances 17265.39 16665.69 17257.99 16403.52 TOTAL 206801.07 209286.75 221021.21 223827.19

Appendex-7

CASH FLOW STATEMENT FOR THE LAST THREE YEARS

Particulars 2016-17 2015-16 2014-15


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A. CASH FLOW FROM OPERATING ACTIVITIES:

Net profit before tax and Extra Ordinary Items

-5088.86 -6855.46 -9049.39

Adjustments for:

Depreciation 8825.61 8474.88 8429.01

Exchange(profit)/loss 381.07 47.97 182.51

Employee Stock Option Plan 395.74 0

Previous Year Items -533.91 -52.9 -160.2

Interest on term loan & FD 4183.62 5915.16 6565.97

Interest Received -92.15 -71.09 -355.55

Provision for Doubtful debts 774.31 1853.04 0

Loss on Sale Of fixed Assets 3.61 -172.06 7.86

Income tax Adj OF Previous Year 0 0 34.81

Amortizationof Subsidy -2.53 -2.53 -2.53

Gain/Loss on Sale of Investment 0 0 0

Provision for Interest On CC 2859.27 2659.46 2289.13

OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES

11705.77 11796.47 7941.62

Adjustments for:

Trade and Other Receivables 677.48 -1860.09 579.63

Inventories 1245.96 -771.05 2872.18

Loans &Advances 632.85 -549.44 -1010.69

Current Liability -4672.45 -2990.93 -4672.2

Working Capital Borrowing -322.57 2418.9 4622

Income Taxes (Including Advances Tax/TDS)

0 0 -340.96

-2438.73 -3752.6 2049.96

Net Cash Flow from Operating Activities 9267.05 8043.87 9991.58

B CASH FLOW FROM INVESTING ACTIVITIES:

Purchase of Fixed Assets Tangible -1998.9 -2564.09 -2771.75

Purchase of Fixed Assets Intangible -1191.15 -996.56 -1255.04

Sale of Fixed Assets 2.76 537.73 20.7

(Purchase)/Sale of Investment -4 -4.5 -13.7

Interest Received 92.15 71.09 355.55

NET CASH FLOW FROM INVESTING ACTIVITIES

-3099.13 -2956.33 -3664.23


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CASH FLOW FROM FINANCING ACTIVITIES

Repayment of Term Loans to Banks &Financial Institutions & FD

-6312.56 -3739.05 -3734.03

Interest Paid on Term Loans &FD -629.17 -1705.08 -2862.77

Promoter’s Contribution 0 651.73 225

ESOP Contributions 51.92 0 0

Proceeds from Terms Loans from Banks & Financial Institutions

0 0 0

NET CASH FLOW FROM FINANCING ACTIVITIES

-6889.81 -4792.4 -6371.8

-721.89 295.15 -44.45

NET INCREASE IN CASH OR CASH EQUIVALENTS

Opening Cash & Cash Equivalents 2142.88 1847.73 1892.18

Closing Cash & Cash Equivalents 1421 2142.88 1847.73

Appendix 8

LIMITED REVIEW REPORT The Board of Directors Ind-Swift Laboratories Ltd. S.C.O. 850, NAC Manimajra Chandigarh We have reviewed the accompanying statement of unaudited standalone financial results of Ind-Swift Laboratories Ltd for the Quarter ended 31.12.2017. This statement is the responsibility of the Company’s Management and has been approved by the Board of Directors. Our responsibility is to issue a report on these financial statements based on our review. We conducted our review in accordance with the standard on review Engagement (SRE) 2400, Engagements to Review Financial Statements issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express such an audit opinion. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited financial results prepared in accordance with applicable accounting standards, IND AS prescribed under section 133 of companies Act 2013, read with relevant rules issued thereunder and other recognized accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and


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disclosure Requirements) Regulations, 2015 including the manner in which it is to be disclosed, or that is contains any material misstatement . For Avishkar Singhal & Associates Chartered Accountants FRN. 017362N (CA Avishkar Singhal) Partner Place: Chandigarh Date: 25.05.2018 Mem. No. 098689

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