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Brooks Laboratories

BSE: 533543|NSE: BROOKS|ISIN: INE650L01011|SECTOR: Pharmaceuticals
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Download Annual Report PDF Format 2017 | 2016 | 2015 | 2014 | 2013 | 2012 | 2011
Directors Report Year End : Mar '18    Mar 16

The Board of Directors of your Company has pleasure in presenting the 16th Annual Report on the affairs of the Company together with the Audited Accounts of the Company for the year ended 31st March, 2018.

1. Financial Results

The Financial Results for the year are as under: -

(Rs in lacs)

PARTICULARS

2017-18

2016-17

Turnover

5690.42

6484.30

Other Income

24.02

12.27

Total Income

5714.44

6496.57

Expenditure

6579.33

5980.14

Profit before Depreciation, Interest & Tax (PBDIT)

(864.89)

516.43

Financial Expenses (Interest)

244.02

100.94

Profit before Depreciation and Tax (PBDT)

(1108.91)

415.49

Depreciation and Amortization

644.51

167.20

Extraordinary items (Gain)

0.81

10.17

Profit before Tax (PBT)

(1752.61)

258.46

Income Tax (net of MAT Credit)

372.14

81.60

Profit after Tax

(1380.47)

176.86

Earnings per Share (in Rs.)

(8.53)

1.03

2. Performance of the Company

During the year under review, your Company has achieved a turnover of Rs.56.90 crores as compared to Rs. 64.84 crores in the previous year showing a decline in turnover as compare to previous year. The Company has incurred a net Loss after tax and depreciation of Rs. 13.80 Crores as compared to profit of Rs. 1.76 Crores in the previous year.

The Vadodara facility of your Company has been approved by European Medicine agency during this year. In Baddi facility we have upgraded the ampoule manufacturing line and vial manufacturing line. We are in process of getting our company registered in various other Countries. After getting EU-GMP certificate we have started the registration of Vadodara facility in various Countries for export purpose.

3. Utilization of Funds through IPO

The Company had raised money by way of Initial Public offer in the financial year 2011-12 and has fully utilized the money for the purpose as raised by way of Initial Public offer.

4. Dividends

In view of the financial constraints during the year, the Board of Directors has not recommended any dividend for this year.

5. Reserves

The Company has not transferred any amount to reserves and not withdrawn any amount from the reserves.

6. Deposits

During the financial year 2017-18, the Company has not accepted any deposits from the public within the provisions of Chapter V of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

7. Share Capital

The paid up Equity Share Capital of the Company as on 31st March, 2018 was Rs. 1618.64 lacs. During the year under review, there is no change in the Share Capital of the Company.

8. Change in the nature of business, if any

During the period under review there was no change in the nature of business of the company.

9. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

They have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

10. Changes in Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Rajesh Mahajan, Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

During the year, Dr. D.S.Maity, Technical Director of the Company whose term is expiring on 9th September, 2018 has been recommended by the Nomination and Remuneration Committee and Board of Directors to the members of the Company for giving their consent for his re-appointment for another term of five years commencing from 10th September, 2018 to 9th September, 2023.

11. Statement on declaration given by the Independent Directors

As required under Section 149 (7) of the Companies Act, 2013, all the Independent Directors have given their respective declarations that they meet the criteria of independence as specified in Section 149 (6) of the Companies Act, 2013.

12. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future

There is no significant and material order passed by the regulators or courts or tribunals during the financial year 2017-18 that impacts the going concern status and company’s operations in future.

13. Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any Subsidiary or Joint Ventures or Associate Companies

14. Corporate Governance Report and Management Discussion & Analysis

Your Company is committed to good corporate governance practices. The Report on Corporate Governance is given in Annexure 1 and Management Discussion & Analysis provided above, as stipulated in Regulation 34 of listing Regulations forms part of this Director’s Report.

15. Corporate Social Responsibility

The Company has constituted a Corporate Social Responsibility Committee in accordance with Section 135 of the Companies Act, 2013 and rules framed thereunder.

A report on the CSR activities in the prescribed format as set out in Annexure to the Companies (Social Responsibility Policy) Rules, 2014, is given in Annexure 2 to this Directors’ Report. The Policy is disclosed on the Company’s website: www. brookslabs.net.

16. Human Resources

Harmonious employees’ relations prevailed throughout the year. Your Directors place on record their appreciation to all employees for their hard work and dedication.

17. Number of Meetings of the Board

The details of the number of meetings of the Board and other Committees are given in the Corporate Governance Report in Annexure 1 which forms a part of this Annual Report.

18. Audit Committee

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report in Annexure 1, which forms part of this Annual Report. All the recommendations of Audit Committee were accepted by the Board of Directors.

19. Vigil Mechanism

Pursuant to the requirements of the Companies Act, 2013, the Company has established Vigil mechanism/Whistle Blower Policy for directors and employees to report genuine concerns about unethical behavior, actual or suspended fraud or violation of the Company’s Code of Conduct or ethics policy. The vigil mechanism provides for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The Policy is disclosed on the Company’s website: www.brookslabs.net.

20. Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:

a. i n the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern basis;

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

f. t he Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. Internal Financial Controls related to financial statement

The Company has in place adequate internal financial controls related to financial statement. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

22. Extract of Annual Return

Pursuant to Section 134(3)(a) of the Companies Act, 2013, an extract of Annual Return in the prescribed Form MGT 9 is given as Annexure 7 to this Directors’ Report.

23. Statutory Auditors

M/s. SGCO & Co. LLP, Chartered Accountants, Mumbai, were appointed as Statutory Auditors of the Company at the 13th Annual General meeting held on 29th September, 2015 till the conclusion of 17th Annual General Meeting of the Company. As per the provisions of Section 139 of the Companies act, 2013, the appointment of auditors is required to be ratified by Members at every Annual General Meeting.

The Report given by the Statutory Auditors on the financial statement of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the auditors in their Report.

24. Cost Auditors

Pursuant to the provisions of section 148(3) of the Companies Act, 2013, the Board has appointed M/s. Balwinder Singh & Associates (Firm Reg. No. 000201), Cost Accountants, F-125, Phase VIII B, Industrial Area, Mohali- 160071, as the Cost Auditors of the Company to conduct an audit of the cost records of bulk drugs and formulations, maintained by the Company for the financial year ending 31st march, 2019. The Board has approved the remuneration payable to the Cost Auditors subject to ratification of the Members at the forthcoming Annual General Meeting.

The Cost Audit Reports would be submitted to the Central Government within the prescribed time.

25. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of M/s. Sharma Sarin and Associates, Company Secretaries in practice, Chandigarh, to conduct the Secretarial Audit of the Company for the financial year ended 31 st March, 2018.

The Secretarial Audit Report (Form MR-3) is given as Annexure 3 to this Directors’ Report. The said Report does not contain any qualification, reservation or adverse remark or disclaimer.

26. Particulars of Loans, Guarantees or Investments

Details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 is given in the Note No. 5 of the Notes to the Financial Statement.

27. Contracts and arrangements with Related Parties

All transactions of the Company with Related Parties are in the ordinary course of business and at arm’s length. Information about the transactions with Related Parties is presented in Note No. 31(b) in Notes to the Accounts.

Form AOC - 2 pursuant to the provisions of Section 134 (3) (h) of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is given as Annexure 5 to this Directors’ Report.

28. Risk Management Policy

The Company does not have any Risk Management Committee due to the non-applicability of the provisions of Regulation 21 of the Listing Regulations, whereas the Company has Risk Management Plan. Business Continuity Plans are periodically reviewed and tested to enhance their relevance. The Risk Management Framework covering business, operational and financial risk is being continuously reviewed by the Audit Committee. At present, in the opinion of the Board of Directors, there are no risks which may threaten the existence of the Company.

29. Disclosure pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure 6 to this Directors’ Report.

The Statement pursuant to Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company for the financial year 2017-18.

30. Conservation of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo

The Statement of conservation of energy, technology absorption, foreign exchange earnings and outgo, as required prescribed in Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure 4 to this Directors’ Report.

31. Policy on appointment and remuneration of Directors

The Nomination and Remuneration Committee of the Company has recommended to the Board a Policy relating to the remuneration for Directors, Key Managerial Personnel and other employees including the criteria for determining the qualification, positive attributes and independence of a Director, as required under Section 178(1) of the Companies Act, 2013 which was adopted by the Board. A brief detail of the policy is given in the Corporate Governance Report in Annexure 1 which forms a part of this Annual Report. The Policy is disclosed on the Company’s website: www.brookslabs.net.

32. Evaluation of Performance of Board, its Committees and Individual directors

During the year, a meeting of the Independent Directors was held to review the performance of the non-independent Directors and the Board as a whole and the Chairman on the parameters of effectiveness and to assess the quality, quantity and timeliness of the flow of information between the Management and the Board. Mr. Deepak Mahajan was appointed as the Lead Director to oversee the evaluation process at the meeting of the Independent Directors.

33. Acknowledgement

Your Directors are pleased to place on record their sincere gratitude to the Central Government, State Government(s), Financial Institutions, Bankers and Business Constituents for their continuous and valuable co-operation and support to the Company. They also take this opportunity to express their deep appreciation for the devoted and sincere services rendered by the employees at all levels of the operations of the Company during the year.

For and on Behalf of the Board

For Brooks Laboratories Limited

Sd/-

Place: Mumbai Atul Ranchal

Date: 11.07.2018 (Chairman)

(DIN: 01998361)

Source : Dion Global Solutions Limited
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