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Ind-Swift Laboratories Ltd. AGM Information 2018

Sep 7, 2018

62552_rns_2018-09-07_1ff70d5e-f07c-4569-ba0f-9e9ccbb5d500.pdf

AGM Information

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N O T I C E

NOTICE is hereby given that the 23rd Annual General Meeting of the Members of Ind-Swift Laboratories Limited will be held on Friday, the 28th Day of September, 2018 at 10:30 A.M. at PHD Chamber of Commerce and Industry, PHD House, Sector 31- A, Chandigarh-160031, to transact the following business:-

ORDINARY BUSINESS: -

    1. To receive, consider, approve and adopt the Audited Financial Statements (including Consolidated Financial Statements) for the year ended 31st March, 2018 together with the Directors' and Auditors' Reports thereupon.
    1. To appoint Director in place of Mr. Sanjeev Rai Mehta (DIN: 00005668) who retires by rotation and being eligible, offers himself for re-appointment.
    1. To appoint Director in place of Mr. Rishav Mehta (DIN: 03028663), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS: -

  1. To consider and if thought fit, to pass, with or without modification(s) the following resolution as an Ordinary Resolution: -

"RESOLVED THAT pursuant to the provisions of Section 149, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ('Act') and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and the applicable provisions of SEBI (LODR) regulations, 2015, Ms. Poonam Maini (DIN: 03585837), an Additional Director of the Company, who has submitted a declaration that she meets the criteria for independence as provided in Section 149(6) of the Act, be and is hereby appointed as an Independent Woman Director of the Company, to hold office for a term of five years w.e.f. 11th May 2018.

  1. To consider and if thought fit, to pass, with or without modification(s) the following resolution as an Ordinary Resolution: -

"RESOLVED THAT pursuant to the provisions of Section 149, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ('Act') and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and the applicable provisions of SEBI (LODR) regulations, 2015, Mr. J S Ahluwalia (DIN: 06930649), an Additional Director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act, be and is hereby appointed as an Independent Director of the Company, to hold office for a term of five years w.e.f 8th June 2018.

  1. To consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:-

"RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration payable to M/s V.Kumar & Associates, Cost Accountants, having Firm Registration No. 100137, appointed by the Board of Directors of the Company as Cost Auditors to conduct the audit of the cost records of the Company for the financial year 2018-19, amounting to ` 1.75 Lacs (Rupees One Lac Seventy Five Thousand only) per annum plus applicable taxes and reimbursement of out of pocket expenses incurred by them in connection with the aforesaid audit, as recommended by the Audit Committee and approved by the Board of Directors of the Company, be and is hereby ratified, confirmed and approved."

  1. To consider and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 149, 152 read with Schedule IV to the Companies Act 2013("the Act"); Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, and any other applicable provisions of the Act and the rules made there under and the applicable provisions of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015("Listing Regulations")(including any statutory modifications or re-enactments thereof, for time being in force), Dr. J.K Kakkar, Aged 82 years (holding DIN 00015493) who holds office of Independent Director up to 31st March 2019 and who meets the criteria of independence as provided in the Act and Listing Regulations and being eligible and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of 5(five) consecutive years on the Board of the Company effective from 1st April, 2019 notwithstanding that he has attained the age of 82 years."

  1. To consider and if thought fit to pass with or without modification (s) the following resolution as a Special Resolution:

"RESOLVED THAT with reference to the resolution set out in Item No. 2 to the EGM notice dated May 08, 2018 convening an Extra-Ordinary General Meeting of the shareholders of the Company, held on June 09, 2018, for issue and allotment of upto 1,17,00,000 10% Optionally Convertible Debentures (OCDs) of face value of 10/- each, for cash, at an issue price of65.50/-, on a preferential allotment/private placement basis, the approval and ratification of the shareholders' of the Company be and is hereby accorded for list of beneficial owners for the below-mentioned allottees of the above issue, as given below:

Name ofAllottees No. ofOCDs Ultimate Beneficial Owners
1) ECSpecialSituationsFund Upto41,00,000 Mr. Amit Agarwal- Manager,EC Special Situations Fund& Head, Edelweiss AlternateAsset Advisors Limited (whichis advisor to EC SpecialSituations Fund)
2) Edelweiss IndiaSpecialSituationsFund II Upto76,00,000 Mr. Amit Agarwal- Manager,Edelweiss India SpecialSituations Fund II & Head,Edelweiss Alternate AssetAdvisors Limited (which isadvisor to Edelweiss IndiaSpecial Situations Fund II)

RESOLVED FURTHER THAT all other information as set out in shareholders' resolution set out in Item No. 2 and explanatory statement annexed thereto shall be read, interpreted and understood in a resembling manner as provided in the EGM notice dated May 08, 2018.

RESOLVED FURTHER THAT for the purpose of giving effect to the above modifications/ ratifications/alterations in the EGM notice dated May 08, 2018, the Board be and is hereby authorised to do all such acts, deeds, matters and things as may be required in connection with the proposed allotment of OCDs, without limitation of finalizing the offer letter and entering into the relevant agreements and including any act, matters and things already done with statutory authorities/ stock Exchanges and further authorize the Board to carry out all necessary acts, deeds, matters etc. as may be necessary for giving effect to the above modifications/ratifications/alterations and also to file the amendments/ ratifications with the Stock Exchange(s) and seek listing of such securities at the Stock Exchange(s) where the existing securities are listed."

  1. To consider and if thought fit to pass, with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) read with Companies Appointment and Remuneration of Managerial Personnel Rules, 2014, subject to the approval of the Central Government if required and subject to all such approvals as may be required, the consent of the Company be and is hereby accorded to the payment of remuneration to Sh. N.R. Munjal (DIN 00015096), as Whole Time Director designated as Vice-Chairman cum Managing Director, for a period of five years with effect from 23rd March, 2018 upto 22nd March, 2023 as set out in the explanatory statement annexed hereto as minimum remuneration in case the Company has in any financial year no profits or if its profits are inadequate with the liberty to the Board of Directors including any committee thereof (the "Board") to revise, amend, alter and vary the terms and conditions of his remuneration in such manner as may be permitted in accordance with the provisions of the Companies Act, 2013 and Schedule V or any modification thereto and as may be agreed to by and between the Board and Sh. N R Munjal.

"RESOLVED FURTHER THAT the Board or any committee thereof be and is hereby authorized to do and perform all such acts, deeds, matter and things as may be considered desirable or expedient to give effect to this resolution."

10.To consider and if thought fit to pass, with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) read with Companies Appointment and Remuneration of Managerial Personnel Rules, 2014, subject to the approval of the Central Government, if required and subject to all such approvals as may be required, the consent of the Company be and is hereby accorded to the payment of remuneration to Sh. Himanshu Jain (DIN 00014533), as Whole Time Director Designated as Jt. Managing Director, for a period of five years with effect from 23rd March, 2018 upto 22nd March, 2023 as set out in the explanatory statement annexed hereto as minimum remuneration in case the Company has in any financial year no profits or if its profits are inadequate with the liberty to the Board of Directors including any committee thereof (the "Board") to revise, amend, alter and vary the terms and conditions of his remuneration in such manner as may be permitted in accordance with the provisions of the Companies Act, 2013 and Schedule V or any modification thereto and as may be agreed to by and between the Board and Sh. Himanshu Jain.

"RESOLVED FURTHER THAT the Board or any committee thereof be and is hereby authorized to do and perform all such acts, deeds, matter and things as may be considered desirable or expedient to give effect to this resolution."

11.To consider and if thought fit to pass, with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) read with Companies Appointment and Remuneration of Managerial Personnel Rules, 2014, subject to the approval of the Central Government and subject to all such approvals as may be required, the consent of the Company be and is hereby accorded to the payment of remuneration to Sh. Rishav Mehta (DIN 03028663), as Whole Time Director Designated as Executive Director, for a period of five years years with effect from 23rd March, 2018 upto 22nd March, 2023 as set out in the explanatory statement annexed hereto as minimum remuneration in case the Company has in any financial year no profits or if its profits are inadequate with the liberty to the Board of Directors including any committee thereof (the "Board") to revise, amend, alter and vary the terms and conditions of his remuneration in such manner as may be permitted in accordance with the provisions of the Companies Act, 2013 and Schedule V or any modification thereto and as may be agreed to by and between the Board and Sh. Rishav Mehta.

"RESOLVED FURTHER THAT the Board or any committee thereof be and is hereby authorized to do and perform all such acts, deeds, matter and things as may be considered desirable or expedient to give effect to this resolution."

By Order of the Board

Pardeep Verma AVP-Corporate Affairs & Company secretary

Place: Chandigarh Date: 14.08.2018

NOTES: -

    1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of the business under Item No. 4 to 11 is annexed hereto. Relevant details, in terms of SEBI (LODR) Regulations, 2015, in respect of Director retiring by rotation and proposed to be re-appointed and other Directors proposed to be appointed are disclosed in the explanatory statement annexed hereto.
    1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company. A member holding more than ten percent of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.
    1. A blank Proxy Form is enclosed with this notice and if intended to be used, the form duly completed should be deposited at the Registered Office of the Company not later than 48 hours before the commencement of the Annual General Meeting. Proxies submitted on behalf of Companies, Societies etc. must be supported by appropriate resolution/ authority as applicable.
    1. The Members/ Proxies attending the meeting are requested to bring the enclosed Attendance Slip and deliver the same after filling in their folio number at the entrance of the meeting hall. Admission to the Annual General Meeting venue will be allowed only on verification of the signature(s) on the Attendance Slip.
    1. Duplicate attendance slip shall not be issued at the Annual General Meeting venue. The same shall be issued at the Registered Office of the Company up to a day preceding the day of the Annual General Meeting.
    1. Corporate Members are requested to send a duly certified copy of the Board resolution/ Power of Attorney authorizing their representative to attend and vote at the Annual General Meeting.
    1. In case of joint holders attending the meeting, only such joint holders who are higher in the order of names will be entitled to vote.
    1. As a measure of economy, copies of the Annual Report will not be distributed at the venue of the Annual General Meeting. The Members are, therefore requested to bring their copies of the Annual Report to the meeting. Those members who have not received copies of Annual Report can collect their copies from the Corporate/ Registered Office of the Company.
    1. The Register of Members and Share Transfer Books of the Company will remain closed from Monday, 24th September, 2018 to Friday, 28th September, 2018, both days inclusive.
    1. The members are requested to inform changes, if any, in their Registered Address along with Pin Code Number to the Company Secretary at the Registered office address.
    1. The Register of Directors' and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the members at the Annual General Meeting. The Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Companies Act, 2013, will be available for inspection by the members at the AGM.
  • 12.Members desirous of seeking any information relating to the Accounts of the Company may write to the Company at registered office address for the attention of Mr. Pardeep Verma, AVP- Corporate Affairs & Company Secretary, at least seven days in advance of the Meeting so that requisite information can be made available at the Meeting.

    1. All documents referred to in the accompanying notice and the Explanatory Statement are available

for inspection at the Registered Office of the Company during working hours between 10.00 A.M. to 5.00 P.M. except holidays up to the date of Annual General Meeting.

    1. Attention of members is hereby invited towards provisions of Section 188 (1) of the Companies Act 2013 wherein under second proviso thereto, no member of the Company shall vote on such special resolution, to approve any contract or arrangement which may be entered into by the Company, if such member is a related party.
    1. Electronic copy of the Annual Report and Notice of the 23rd Annual General Meeting of the Company along with Attendance Slip and Proxy Form and instructions for e-voting is being sent to all the members whose email IDs are registered with the Company/Depository Participants(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Annual Report and Notice of the 23rd Annual General Meeting of the Company along with Attendance Slip, Proxy Form and instructions for e-voting is being sent in the permitted mode.
    1. In terms of section 107 and 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 the Company is providing the facility to its Members holding shares in physical and dematerialized form as on the cut off date 20th September, 2018 to exercise their right to vote by electronic means on any or all of the business specified in the accompanying notice. Necessary information and instructions for e-voting are also provided herewith.

The instructions for members for voting electronically are as under:

I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed to be considered at the Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM ("remote e-voting") will be provided by Central Depository Services Limited (CDSL).

  • II. The facility for voting through ballot paper shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.

  • III. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.

  • IV. The remote e-voting period commences on 25th September, 2018 (9:00 am) and ends on 27th September, 2018 (5:00 pm). During this period members' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 20th September, 2018, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

  • V. The process and manner for remote e-voting are as under:

    • (i) The voting period begins on 25th September, 2018 at 9.00 A.M and ends on 27th September, 2018 at 5.00 P.M. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. 20th September, 2018 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
  • (ii) The shareholders should log on to the e-voting website www.evotingindia.com.

  • (iii) Click on "Shareholders" tab.

  • (iv) Now Enter your User ID

    • a. For CDSL: 16 digits beneficiary ID,
    • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
    • c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
  • (v) Next enter the Image Verification as displayed and Click on Login.

  • (vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

  • (vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form
PAN Enter your 10 digit alpha-numeric PANissued by Income Tax Department(Applicable for both dematshareholders as well as physicalshareholders)• Members who have not updatedtheir PAN with the Company/Depository Participant arerequested to use the sequencenumber which is printed on PostalBallot / Attendance Slip indicatedin the PAN field.
DividendBankDetailsOR Dateof Birth(DOB) Enter the Dividend Bank Details orDate of Birth (in dd/mm/yyyy format)as recorded in your demat accountor in the company records in order tologin.• If both the details are not recordedwith the depository or companyplease enter the member id /folio number in the DividendBank details field as mentioned ininstruction (iv).
  • (viii) After entering these details appropriately, click on "SUBMIT" tab.
  • (ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
  • (x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
  • (xi) Click on EVSN No. 180828080 to vote.
  • (xii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
  • (xiii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
  • (xiv) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
  • (xv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
  • (xvi) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
  • (xvii) If a demat account holder has forgotten the

login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

002 Corporate Overview 027 Statutory Reports 072 Financial Statements 164 Notice

  • (xviii) Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.
  • (xix) Note for Non Individual Shareholders and Custodians
    • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves.
    • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@ cdslindia.com.
    • After receiving the login details by custodian a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on. In case of Non-Individual Shareholders, admin user also would be able to link the accounts(S).
    • The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia. com and on approval of the accounts they would be able to cast their vote.
    • A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
  • (xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently

Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@ cdslindia.com or call 1800225533.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Deputy Manager, (CDSL,) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex,Mafatlal Mill Compounds,N M Joshi Marg, Lower Parel (East),Mumbai - 400013, or send an email to [email protected] or call 1800225533.

  • VI. A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the AGM.
  • VII. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cutoff date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.
  • VIII. Mr. Vishal Arora, Company Secretary (Membership No. 4566) has been appointed for as the Scrutinizer for providing facility to the members of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner.
  • IX. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of "Ballot Paper"" for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.
  • X. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer's report of the total votes cast in favour

or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

  • XI. The Results declared alongwith the report of the Scrutinizer shall be placed on the website of the Company www.indswiftlabs.com and on the website of CDSL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Limited and National Stock Exchange of India Limited.
  • XII.Members who have not registered their e-mail address so far are requested to register their email addresses for receiving all communication including Annual Report, Notices, Circulars etc. from the Company electronically.

XIII.ATTENTION FOR IMMEDIATE ACTION

• Mandatory updation of PAN and Bank details against your physical holding In order to facilitate the payment of dividends, the Securities and Exchange Board of India (SEBI) has by its circular SEBI/HO/ DOP1/CIR/P/2018/73 dated 20th April, 2018 mandated that the companies through their Registrar and Transfer Agents ("RTA") take special efforts for collecting copies of PAN and bank account details for the security of the holders holding securities in physical form. Those security holders whose folio(s) do not have complete details relating to their PAN and Bank Account, or where there is any change in the bank account details provided earlier, have to compulsorily furnish the details to RTA/ Company for registration/ updation as the earliest possible. Therefore you are requested to submit the following documents immediately to update in our records :

  • Self-attested copy of PAN Card of the security holder.
  • Cancelled Cheque leaf with name (if name is not printed, self-attested copy of the pass book showing the name of the account holder) of the first holder.
  • Address proof (self-attested Aadhaar-card) of the first holder.
  • Any change in the name of the holders
  • XIV. No physical transfers pursuant to SEBI- LODR notification

The Securities and Exchange Board of India (SEBI) has notified vide no: SEBI/LAD-NRO/GN/2018/24 dated June 08, 2018 mandated that, except transmission / transposition of shares, request for transfer of shares in physical form shall not be processed by Companies or Registrar and Transfer Agents w.e.f. December 05, 2018. Hence investors are encouraged to de-mat their physical holding for any further transfer. In case if you have any queries or need any assistance in this regard, please contact at the registered office of the Company:

By Order of the Board
Sd/-
Pardeep Verma
Place: Chandigarh AVP-Corporate Affairs &
Date: 14.08.2018 Company secretary

Registered Office:

SCO 850,Shivalik Enclave, NAC, Manimajra, Chandigarh - 160001

Annexure to Notice

EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 4

The appointment of Ms. Poonam Maini as an Independent Woman Director of the Company is proposed for the term of five years from 11th May, 2018 to 10th May, 2023.

The Company has received notice under Section 160 of the Companies Act, 2013 from a member signifying its intention to propose the candidature of Ms. Poonam Maini for the office of Independent Director of the Company. The Company has also received declaration from Ms. Poonam Maini that she meets the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013 and also under of the SEBI (LODR) Regulations, 2015. Further, she has also confirmed that she is not disqualified from being appointed as Director under Section 164 of the said Act.

In the opinion of the Board, Ms. Poonam Maini, meets the criteria of independence as provided in the Section 149 read with Schedule IV of the Act for such appointment.

Brief resume of the Director, nature of her expertise in specific functional areas and names of companies in which she holds directorships and memberships/ chairmanships of Board Committees, shareholding and relationships between directors interset as stipulated as required under Regulation 36 of SEBI (LODR) Regulations is appended below: -

Name of Director Ms. POONAM MAINI
Age 47 years
Nationality Indian
Date of Appointment 11th May, 2018
Shareholding in theCompany Nil
Qualifications MSc (Honours)
Expertise in specificFunctional Area Over 17 years ofrelevant experience inmedical field. She isalso actively involved insocial activities throughan NGO.
Directorships held inother listed companies/ Chairmanships orMemberships ofCommittees in otherlisted Companies as on31.03.2018 Nil
Relationship inter-sebetween Directors Nil

Keeping in view her expertise and knowledge, it will be in the interest of the Company that Ms. Poonam Maini is appointed as an Independent Director.

A copy of the draft letter of appointment to be issued to the Appointee for appointment as an Independent Director setting out the terms and conditions shall be kept open for inspection by the Members at the Registered Office of the Company during usual business hours viz. 10.00 AM to 5.00 PM on any working day till the date of the Annual General Meeting. This Statement may also be regarded as a disclosure under the SEBI (LODR) Regulations, 2015.

Except for Ms. Poonam Maini, her relatives who may be deemed to be interested in the respective resolution at item no. 4 of the Notice as it concerns her appointment as Independent Director, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution set out at Item No. 4 of the Notice.

The Board recommends the Ordinary Resolution set out at Item No. 4 of the Notice for approval by the shareholders.

Item No. 5

The appointment of Mr. Jagvir Singh Ahluwalia as an Independent Director of the Company is proposed for a term of five years from 8th June, 2018 to 7th June, 2023.

The Company has received notice under Section 160 of the Companies Act, 2013 from a member signifying its intention to propose the candidature of Mr. Jagvir Singh Ahluwalia for the office of Independent Director of the Company. The Company has also received declaration from Mr. Jagvir Singh Ahluwalia that he meets the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013 and also under of the SEBI (LODR) Regulations, 2015. Further, he has also confirmed that he is not disqualified from being appointed as Director under Section 164 of the said Act.

In the opinion of the Board, Mr. Jagvir Singh Ahluwalia, meets the criteria of independence as provided in the Section 149 read with Schedule IV of the Act for such appointment.

Brief resume of the Director, nature of his expertise in specific functional areas and names of companies in which he holds directorships and memberships/ chairmanships of Board Committees, shareholding and relationships between directors interest as stipulated as required under Regulation 36 of SEBI (LODR) Regulations is appended below: -

Name of Director Mr. JAGVIR SINGHAHLUWALIA
Age 69 years
Nationality Indian
Date of Appointment 8th June, 2018
Shareholding in theCompany Nil
Qualifications Bsc CAIIB
Expertise in specificFunctional Area Over 40 Year Experience inBanking and Specialized inCredit Forex Marketing.
Directorships held inother listed companies/ Chairmanships orMemberships ofCommittees in otherlisted Companies as on31.03.2018 IND SWIFT LIMITED
Relationship inter-sebetween Directors Nil

Keeping in view his expertise and knowledge, it will be in the interest of the Company that Mr. Jagvir Singh Ahluwalia is appointed as Independent Director.

A copy of the draft letter of appointment to be issued to the Appointee for appointment as an Independent Director setting out the terms and conditions shall be kept open for inspection by the Members at the Registered Office of the Company during usual business hours viz. 10.00 AM to 5.00 PM on any working day till the date of the Annual General Meeting. This Statement may also be regarded as a disclosure under the SEBI (LODR) Regulations, 2015.

Except for Mr. Jagvir Singh Ahluwalia his relatives who may be deemed to be interested in the respective resolution at item no. 5 of the Notice as it concerns his appointment as Independent Director, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution set out at Item No. 5 of the Notice.

The Board recommends the Ordinary Resolution set out at Item No. 5 of the Notice for approval by the shareholders.

Item No. 6

The Board of Directors of the Company on the recommendation of the Audit Committee approved the appointment and remuneration of M/s V. Kumar & Associates, Cost Accountants, to conduct the Cost audit of the cost records of the Company for the financial year ended 31st March, 2019.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the members of the Company. Accordingly, the members are requested to ratify the remuneration payable to the Cost Auditors for audit of cost records of the Company for the financial year 2018-19 as set out in the resolution for the aforesaid services to be rendered by them.

None of the Directors or Key Managerial Personnel of the Company (including relatives of Directors and Key Managerial Personnel) are in any way, whether financially or otherwise, concerned or interested, in the said resolution.

The Board of Directors recommend the Ordinary Resolution as set out at Item No. 6 of the Notice for approval by the members.

Item No. 7

Dr. J.K Kakkar was appointed as an Independent Director of the Company by the shareholders in the 19th Annual General Meeting of the Company held on 30th September 2014 for a period of Five years upto 31th March 2019. Now, he is eligible and offered himself to be re-appointed as an Independent Director for another term of 5 years. The Board of Directors, in their meeting held on 14.08.2018 have approved the appointment of Dr. J.K. Kakkar for another term of five years commencing from1st April 2019.

The Company has received notices under section 160 of the Companies Act, 2013 from one of the member signifying its intention to propose the candidature of Dr. J.K. Kakkar for the office of Independent Director of the Company. The Company has also received declaration from Dr. J.K. Kakkar that he meets the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013 and also under the SEBI (LODR) Regulations, 2015. Further, he has also confirmed that he is not disqualified from being appointed as Director under Section 164 of the said Act.

In the opinion of the Board, Dr. J.K. Kakkar, meets the criteria of independence as provided in the Section 149 read with Schedule IV of the Act for such appointment. The approval from the shareholders is also sought in terms of Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 for the appointment of Dr. J.K.Kakkar who is aged 82 years as he is above the age limit of 75 . In the opinion of the Board he is fit enough to discharge his role and responsibilities as an Independent member of the Board for a next term of five years and accordingly Board recommends his appointment.

Brief resume of the Director, nature of his expertise in specific functional areas and names of companies in which he holds directorships and memberships / chairmanships of Board Committees, shareholding and relationships between directors interest as stipulated as required under Regulation 36 of SEBI (LODR) Regulations is appended below: -

Name of Director Dr. J.K. Kakkar
Age 82 years
Nationality Indian
Date of Appointment 09th January, 1997
Shareholding in the Company Nil
Qualifications MBBS, DPH, FISCD
Expertise in specific functional Health Management &
area Administration
Directorships held in othercompanies (excluding Private &Foreign Companies) IND SWIFT LIMITED
Chairmanships/ Memberships ofCommittees in other Companiesas on 31.03.2018 Member(AuditCommittee)
Member(SubCommittee of Board)
Relationship inter-se betweenDirectors Nil

Keeping in view his expertise and knowledge, it will be in the interest of the Company that Dr. J.K. Kakkar is appointed as Independent Director.

A copy of the draft letter of appointment to be issued to the Appointee for appointment as an Independent Director setting out the terms and conditions shall be kept open for inspection by the Members at the Registered Office of the Company during usual business hours viz. 10.00 AM to 5.00 PM on any working day till the date of the Annual General Meeting. This Statement may also be regarded as a disclosure under the SEBI (LODR) Regulations, 2015.

Except for Dr. J.K.Kakkar their relatives who may be deemed to be interested in the respective resolution at item no. 7 of the Notice as it concerns his appointment as Independent Director, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution set out at Item No .7 of the Notice.

The Board recommends the Special Resolution set out at Item No.7 of the Notice for approval by the shareholders.

Item No. 8

The shareholders of the Company at the EGM held on June 09, 2018 passed necessary resolutions to issue 1,17,00,000 Optionally Convertible Debentures (OCDs) of Face Value of 10/- each to be issued and allotted, at an issue price of 65.50/- each, on preferential basis, the said issue was duly approved by the Board of Directors of the Company on May 08, 2018.

Accordingly, the Company had applied to National stock Exchange of India Limited (NSE) and BSE Limited (BSE) for seeking its 'In-Principle' approval for the proposed preferential issue of OCDs, whereby BSE and NSE observed in- appropriate disclosure w.r.t, details of beneficial owners of the proposed allottees. Thus, based on interaction with BSE and NSE, the Company was advised and undertaken to seek ratification for disclosure of correct details of ultimate beneficial owners of the proposed allottees of OCDs, by the members of the Company.

Thus, to comply with the regulation 73(1) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and to uphold the spirit of compliance, the Company has decided to seek approval of its members by way of ratification.

The Directors recommend the special resolution set out in Item No. 8 for the approval of the Members in terms of relevant provisions of the Companies Act, 2013.

None of the Directors / Key Managerial Personnel of the Company / their relatives are in any way, concerned or interested, financially or otherwise, in the resolution set out in the Notice.

Details of Directors Seeking Re-appointment at the forthcoming Annual General Meeting of the Company (pursuant to Regulation 36 of SEBI (LODR) Regulations, 2015)

Name of Director Mr. Sanjeev Rai Mehta Mr. Rishav Mehta
Date of Birth 01.08.1956 06.01.1991
Date of Appointment 04.01.1995 23.03.2010
Expertise in specific Functional Area Marketing Production Management andDevelopment of New GenericProducts
Qualifications Science Graduate Graduate
Listed Companies in which Directorships held as on 31.03.2018 Ind Swift LimitedEssix Biosciences LimitedMansa Print and Publishers Limited3M Advertisers & Publishers Limited Ind Swift LimitedEssix Biosciences Limited
Chairman/Member of the Committees of other Company on which he isdirector as on 31.03.2018 Nil Nil
Relationship inter-se between Directors Related with Sh. V. R. Mehta, Director asBrother and Sh. Rishav Mehta as Uncle Related with Sh. S R Mehta and DrV.R Mehta Directors
DIN 00005668 03028663

Item No. 9

Sh. N.R. Munjal was re-appointed as the Vice-Chairman cum Managing Director of the Company by the shareholders of the Company in the Extra Ordinary General Meeting of the Company held on 28th March, 2018. The current term of office of Sh. N.R. Munjal as the Vice-Chairman cum Managing Director of the Company is going to expire on 22nd March, 2023.

Keeping in view the exceptional services rendered by Mr. N R Munjal as Vice Chairman cum Managing Director and the turnaround of the Company in terms of Profitability, it is proposed that approval be granted to the Board of Directors to approve the payment of remuneration to Sh. N.R. Munjal within the permissible limits as per the relevant provisions of the Companies Act,2013, during the current tenure of his appointment w.e.f. 23rd March, 2018 or such other period as the Board may deem fit . The Nomination and Remuneration Committee and Board of Directors have approved/recommended the said remuneration. The details of remuneration payable to Sh. N R Munjal is as under:

A. REMUNERATION

a. Salary: Minimum Rs.15,00,000/- per month Maximum : Rs. 25,00,000/- per month

b. Perquisites and allowances:

  1. Fully furnished rent free accommodation/ House.

  2. Medical Reimbursement - Reimbursement of actual medical expenses incurred in India and/or abroad including hospitalization, nursing home and surgical charges for self and family.

  3. Leave Travel Assistance - Once a year for self & family as per rules of the Company.

  4. Insurance - Payment of Insurance Premium for Life insurance, Group Insurance, Personal Accident Insurance for such amount as may be considered appropriate by the Board.

  5. Club fees - Membership fee of such clubs as may be considered appropriate including admission and life membership fee.

  6. Contribution to Provident Fund, Superannuation Fund or Annuity Fund - As per rules of the Company.

  7. Gratuity - Upto half a month's salary for each completed year of service.

  8. Leave encashment - As per rules of the Company but not exceeding one month's leave for every 11 months of service

  9. Conveyance - The Company shall provide one fully insured cars with driver and reimbursement of the operational expenses.

  10. Telephone, Telefax and other communication facilities.

  11. Security - The Company shall provide for round the clock security at the Director's residence.

  12. Pension: - The appointee or his nominees shall be entitled to receive 50% of the last drawn salary as pension in case of superannuation or in case of death during the tenure of appointment.

B. OTHER TERMS

  1. The Director shall not be paid any sitting fee for attending the meetings of the board of directors or Committees thereof.

  2. The Director shall not become interested or otherwise concerned directly or through his relative(s) in any selling agency of the company without the prior approval of the Central Government.

The above mentioned remuneration payable to Mr. N.R. Munjal, would be subject to necessary approvals/ compliances if required as prescribed under Schedule V read with relevant provisions of Companies Act, 2013, from the Central Government or Secured Creditors (as may be applicable)

The said remuneration to Mr. N.R. Munjal is justified having regard to the nature of service required from him and the responsibility which he is called upon to bear as Vice-Chairman cum Managing Director of the Company. The Board recommends acceptance of the resolution.

This may also be considered and treated as Abstract and Memorandum setting out terms of contract of service under Section 190 of the Companies Act, 2013.

None of the Directors of the Company, except Mr. N.R. Munjal and Dr. G. Munjal, Directors who are related to each other, is interested in Resolution no. 9.

Item no. 10

Sh. Himanshu Jain was re-appointed as the Jt. Managing Director of the Company by the shareholders of the Company in the Extra-Ordinary general Meeting of the Company held on 28th March,2018. The current term of office of Sh. Himanshu Jain as the Jt. Managing Director of the Company is going to expire on 22nd March, 2023.

Keeping in view the exceptional services rendered by Sh. Himanshu Jain as Jt. Managing director and the turnaround of the Company in terms of Profitability, it is proposed that approval be granted to the Board of Directors to approve the payment of remuneration to Sh. Himanshu Jain within the permissible limits as per the relevant provisions of the Companies Act,2013, during the current tenure of his appointment w.e.f. 23rd March, 2018 or such other period as the Board may deem fit . The Nomination and Remuneration Committee and Board of Directors have approved/ recommended the said remuneration. The details of remuneration payable to Sh. Himanshu Jain is as under:

A. REMUNERATION

a. Salary: Minimum Rs.15,00,000/- per month Maximum: Rs. 25,00,000/- per month

b. Perquisites and allowances:

  1. Fully furnished rent free accommodation/ House.

  2. Medical Reimbursement - Reimbursement of actual medical expenses incurred in India and/or abroad including hospitalization, nursing home and surgical charges for self and family.

  3. Leave Travel Assistance - Once a year for self & family as per rules of the Company.

  4. Insurance - Payment of Insurance Premium for Life insurance, Group Insurance, Personal Accident Insurance for such amount as may be considered appropriate by the Board.

  5. Club fees - Membership fee of such clubs as may be considered appropriate including admission and life membership fee.

  6. Contribution to Provident Fund, Superannuation Fund or Annuity Fund - As per rules of the Company.

  7. Gratuity - Upto half a month's salary for each completed year of service.

  8. Leave encashment - As per rules of the Company but not exceeding one month's leave for every 11 months of service

  9. Conveyance - The Company shall provide one fully insured cars with driver and reimbursement of the operational expenses.

  10. Telephone, Telefax and other communication facilities.

  11. Security - The Company shall provide for round the clock security at the Director's residence.

  12. Pension: - The appointee or his nominees shall be entitled to receive 50% of the last drawn salary as pension in case of superannuation or in case of death during the tenure of appointment.

B. OTHER TERMS

  1. The Director shall not be paid any sitting fee for attending the meetings of the board of directors or Committees thereof.

  2. The Director shall not become interested or otherwise concerned directly or through his relative(s) in any selling agency of the company without the prior approval of the Central Government.

The above mentioned remuneration payable to

Sh. Himanshu Jain, would be subject to necessary approvals/compliances if required as prescribed under Schedule V read with relevant provisions of Companies Act, 2013, from the Central Government or Secured Creditors (as may be applicable).

The said remuneration to Sh. Himanshu Jain is justified having regard to the nature of service required from him and the responsibility which he is called upon to bear as Jt. Managing Director of the Company. The Board recommends acceptance of the resolution.

This may also be considered and treated as Abstract and Memorandum setting out terms of contract of service under Section 190 of the Companies Act, 2013.

None of the Directors of the Company is interested in the Resolution no. 10.

Item no. 11

Sh. Rishav Mehta was re-appointed as the Executive Director of the Company by the shareholders of the Company in the Extra-Ordinary general Meeting of the Company held on 28th March,2018. The current term of office of Sh. Rishav Mehta as the Executive Director of the Company is going to expire on 22nd March, 2023.

Keeping in view the exceptional services rendered by Sh. Rishav Mehta as Executive Director and the turnaround of the Company in terms of Profitability, it is proposed that approval be granted to the Board of Directors to approve the payment of remuneration to Sh. Rishav Mehta within the permissible limits as per the relevant provisions of the Companies Act,2013, during the current tenure of his appointment w.e.f. 23rd March, 2018 or such other period as the Board may deem fit . The Nomination and Remuneration Committee and Board of Directors have approved/ recommended the said remuneration. The details of remuneration payable to Sh. Himanshu Jain is as under:

A. REMUNERATION

a. Salary: Minimum Rs.4,00,000/- per month Maximum Rs. 20,00,000 per month

b. Perquisites and allowances

  1. Fully furnished rent free accommodation/ House.

  2. Medical Reimbursement - Reimbursement of actual medical expenses incurred in India and/or abroad including hospitalization, nursing home and surgical charges for self and family.

  3. Leave Travel Assistance - Once a year for self & family as per rules of the Company.

  4. Insurance - Payment of Insurance Premium for Life insurance, Group Insurance, Personal Accident Insurance for such amount as may be considered appropriate by the Board.

  5. Club fees - Membership fee of such clubs as may be considered appropriate including admission and life membership fee.

  6. Contribution to Provident Fund, Superannuation Fund or Annuity Fund - As per rules of the Company.

  7. Gratuity - Upto half a month's salary for each completed year of service.

  8. Leave encashment - As per rules of the Company but not exceeding one month's leave for every 11 months of service

  9. Conveyance - The Company shall provide one fully insured cars with driver and reimbursement of the operational expenses.

  10. Telephone, Telefax and other communication facilities.

  11. Security - The Company shall provide for round the clock security at the Director's residence.

  12. Pension: - The appointee or his nominees shall be entitled to receive 50% of the last drawn salary as pension in case of superannuation or in case of death during the tenure of appointment.

B. OTHER TERMS

  1. The Director shall not be paid any sitting fee for

attending the meetings of the board of directors or Committees thereof.

  1. The Director shall not become interested or otherwise concerned directly or through his relative(s) in any selling agency of the company without the prior approval of the Central Government.

The above mentioned remuneration payable to Sh. Rishav Mehta, would be subject to necessary approvals/compliances if required as prescribed under Schedule V read with relevant provisions of Companies Act, 2013, from the Central Government or Secured Creditors (as may be applicable).

The said remuneration to Sh. Rishav Mehta is justified having regard to the nature of service required from him and the responsibility which he is called upon to bear as Executive Director of the Company. The Board recommends acceptance of the resolution.

This may also be considered and treated as Abstract and Memorandum setting out terms of contract of service under Section 190 of the Companies Act, 2013.

Sh. S.R. Mehta and Dr. V.R. Mehta, Directors being relatives are interested in the Resolution No. 11.

By Order of the Board

Sd/-

(Pardeep Verma) AVP-Corporate Affairs & Company secretary

Place: Chandigarh Date: 14.08.2018

ATTENDANCE SLIP

IND-SWIFT LABORATORIES LIMITED

Regd Off: SCO 850, Shivalik Enclave, NAC, Manimajra, Chandigarh 160101 CIN NO: L24232CH1995PLC015553

PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL Joint Shareholders may obtain additional Slip at the Venue of the meeting.

DP Id* Folio No.

Client Id* No. of Shares

NAME AND ADDRESS OF THE SHAREHOLDER________________________________________________________

Please register/ update my/ our under mentioned E-mail ID for sending all future Company's correspondence: E-mail ID…………………………………………………………………………………………………….

Shareholder(s) Signature……………………………………………….

I hereby record my presence at the 23nd ANNUAL GENERAL MEETING of the Company held on Friday, September 28, 2018 at 10:30 PM at PHD Chamber of Commerce and Industry, PHD House, Sector 31-A, Chan digarh-160031.


*Applicable for investor holding shares in electronic form. Signature of Shareholder / Proxy

ADMISSION AT THE ANNUAL GENERAL MEETING VENUE WILL BE ALLOWED ONLY ON VERIFICATION OF THE MEMBERSHIP DETAILS AND SIGNATURES ON THE ATTENDENCE SLIP.


PROXY FORM [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

IND-SWIFT LABORATORIES LIMITED

Regd Off: SCO 850, Shivalik Enclave, NAC, Manimajra, Chandigarh 160101 CIN NO: L24232CH1995PLC015553

PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL Joint Shareholders may obtain additional Slip at the Venue of the meeting.

Name of the member(s): e-mail Id: Registered address: Folio No/*Client Id:

*DP Id:
I/We, being the member(s) of --------------------------------- shares of Ind Swift Limited, hereby appoint:
1)…………………………of………………………………having e-mail id…………………………or failing him
2)…………………………of………………………………having e-mail id…………………………or failing him
3)…………………………of………………………………having e-mail id…………………………or failing him
and whose signature(s) are appended below as my/our proxy to attend and vote (on a poll) for me/us and on my/

our behalf at the 23rd ANNUAL GENERAL MEETING of the Company, to be held on Friday, September 28, 2018 at 10:30 PM at PHD Chamber of Commerce and Industry, PHD House, Sector 31-A, Chandigarh-160031 and at any adjournment thereof in respect of such resolutions as are indicated below:

S.No. Resolutions
Ordinary Business
1. Receive, consider and adopt the financial statement of the Company for the year ended 31st March, 2018 andthe report of the Auditor and Directors thereon.
2. Re-appointment of Sh. Sanjeev Rai Mehta, Director who retire by rotation.
3. Re-appointment of Sh. Rishav Mehta, Director who retire by rotation.
Special Business
4. To appoint Ms. Poonam Maini, as an Independent Woman Director of the Company
5. To appoint Sh. Jagvir Singh Ahluwalia, as an Independent Director of the Company
6. To Approve remuneration of Cost Auditors for the Financial year 2018-19
7. To re-appoint Dr. J.K Kakkar as Independent Director for the second term
8. To ratify the beneficial owner details of Allottees to Optionally Convertible Debentures (OCDs)
9. To Approve payment of Remuneration to Sh. N. R. Munjal, Vice Chairman cum Managing Director
10. To Approve payment of Remuneration to Sh. Himanshu Jain, Jt. Managing Director
11. To Approve payment of Remuneration to Sh. Rishav Mehta, Executive Director
Signed this…………….day of …………….2018 -------------------------------Signature of shareholder
………………………………Signature of first proxy holder ………………………………… Signature of second proxy holder …………………………………Signature of third proxy holder
Note:1. This form of proxy in order to be effective should be duly completed and deposited at the Registered

Office of the Company not less than 48 hours before the commencement of the meeting. 2. Admission to proxy Holders will be allowed at the meeting only on submission of a Valid ID Proof.

182 IND-SWIFT LABORATORIES LIMITED

Route Map for the 23rd Annual General Meeting of Ind-Swift Laboratories Limited to be held on Friday, the 28th Day of September, 2018 at 10:30 A.M. at PHD Chamber of Commerce and Industry, PHD House, Sector 31-A, Chandigarh-160031

Notes