The Directors have pleasure in presenting the Thirty Second Annual Report of yourCompany on the business & operations and Audited Statement of Accounts for the yearended 31st March 2017 along with the Auditor's Report thereon.
1. FINANCIAL RESULTS
The Standalone Financial Results of the Company for the year ended 31stMarch 2017 are as follows:
|Particulars ||Year ended 31.03.2017 ||Year ended 31.03.2016 |
|Revenue from Operations ||6116.72 ||4689.18 |
|Profit before Depreciation & Interest ||185.84 ||143.39 |
|Interest ||6.55 ||9.57 |
|Depreciation ||3.11 ||3.32 |
|Profit/(Loss) before Tax ||175.57 ||130.49 |
|Provision for Income Tax (MAT) ||38.91 ||37.91 |
|Creation of Deferred Tax Assets/(Deferred Tax Liabilities written back) ||(2.58) ||(2.39) |
|Net Profit/(Loss) from continuing operations ||139.24 ||94.97 |
|Extraordinary and exceptional items ||- ||- |
|Profit/(Loss) for the year ||139.24 ||94.97 |
|Profit/Loss brought for ward ||40.62 ||(18.25) |
|Adjustment of Dep. In acc. with sch. II of Companies Act 2013 ||- || |
|Amount Available for Appropriation ||179.86 ||76.73 |
|Appropriations || || |
|Dividend on Equity Shares ||45.00 ||30.00 |
|Tax on Distributed Profits on Equity ||9.16 ||6.11 |
|Transfer to General Reserve ||- ||- |
|Balance carried to Balance Sheet ||125.69 ||40.62 |
Your Directors have recommended a dividend of 15 % equivalent to Rs 1.5 per equityshare of face value of Rs. 10 each to be paid for the financial year under review. Thedividend payout is subject to the approval of the members at the ensuing Annual GeneralMeeting.
3. OPERATIONS AND PERFORMANCE
During the year 2016-17 the Company's revenue from operations were Rs. 6116.72 Lakhsand it earned profit before tax of Rs. 175.57 Lakhs as against previous year's sales ofRs. 4689.18 Lakhs in which profits of Rs. 130.50 lakhs earned by the Company. It isapparent from the financials shown above that the sale of the Company has been enhanced byapproximately 30% in comparison with the previous year. The net profits of the Companyhave also increased magnificently and approximately 35 % enhancement in the profits can beseen. The Company is dealing in Critical Care range of Products alongwith otherPharmaceutical products and also exporting the pharmaceutical goods in the overseasmarket which results in tremendous growth in sale and profits of the Company.
4. FUTURE PROSPECTS:
Company has entered in to the overseas markets for the last 4-5 years as a resultcompany is continuously growing its overseas business and also got recognition as StarExport House from the Director General of Foreign Trade Ministry of Commerce andIndustry Government of India. In the domestic market also company has launched criticalcare products results for which is expected to be come in the coming years. The companyhas also started the registration process in the other countries for expanding itsbusiness and in the times to come ahead the company is expecting to enter in to new futureventures and business opportunities which includes development of new molecules ofinternational standards for Indian and Overseas markets which would result intoexponential growth in business turnover and profits of the company by leaps and bounds.
5. DIRECTORS AND KEY MANAGERIAL PERSONNEL
|Name ||Designation ||Date of Appointment ||Date of Resignation |
|Mr. Brij Raj Gupta ||Managing Director ||07.11.1985 ||" |
|Mrs. Brij Bala Gupta ||Director ||24.11.2004 ||- |
|Mr. Manohar Lai ||Independent Director ||10.01.2007 ||" |
|Mr. Mahesh Kumar Nanchal ||Independent Director ||10.01.2007 || |
|Mr. Trilok Singh ||Independent Director ||01.12.2013 ||- |
|Mrs. Urmila Gupta ||Director ||24.11.2004 ||- |
|Mrs. Rati Garg ||CFO ||13.08.2016 ||- |
|Mr. Am it Bansal ||CS ||11.02.2011 ||09.01.2017 |
|Ms. Mamta Surkali ||CS ||15.03.2017 ||- |
Details of Director retiring by rotation in the ensuing Annual General Meeting
In accordance with the provisions of the Companies Act 2013 and pursuant to thecompany's Articles of Association the Independent Directors of the Company are not liableto retire by rotation.
In view of the above and pursuant to Section 152(6) the remaining directors beingExecutive Directors are now made liable to retire by rotation at every Annual GeneralMeeting. Thus Brij Raj Gupta Managing Director appointed on 07th November1985 being longest in office would retire atthis Annual General Meeting.
Details of appointment of Director in the ensuing Annual General Meeting Appointmentof Mr. Arun Mudgal
In accordance with Section 149 of the Companies Act 2013 it is proposed to appointMr. Arun Mudgal as an Independent Directorstoholdofficefor5(five)consecutiveyearsforatermup to up to 23rdSeptember 2022.
Mr. Arun Mudgal is presently the Director of Therapeutic Health Care Private Limitedand also act as a Partner of Wharf Consulting LLP. He has vast experience in PharmaIndustry and by virtue of his experience he can contribute more towards the developmentand growth ofthe Company.
No Director Key Managerial Personnel or their relatives except Mr. Arun Mudgal towhom the resolution relates is interested or concerned in the resolution.
6. CHANGE IN NATURE OF BUSINESS
The Company has not undergone any changes in the nature of the business during thefinancial year.
M/s Rajiv Udai & Associates Chartered Accountants (Firm Registration No. 18764N)Statutory Auditors of the Company were appointed for five years with effective fromyear 2015-16 subject to ratification by the Members at every Annual General Meeting.
The Board recommends the members for ratification of M/s Rajiv Udai & AssociatesChartered Accountants Statutory Auditors for conducting audit of financial statementsofthe Company for financial year 2017-18.
Explanation to Auditor's Report
The Auditor's Report to the members does not contain any qualification or adverseremarks on the financial reporting and disclosure ofthe Company. The Notes to Accountsforming part ofthe financial statements are self- explanatory and need no furtherexplanation.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board had appointedM/s Gautam Goyal & Associates Practicing Company Secretaries as Secretarial Auditorto conduct the secretarial audit of the company for the financial year 2016-17 and M/sAmit Bansal & Associates Company Secretaries appointed as Secretarial Auditor forfinancial year 2017-18. The Report of the Secretarial Auditorforfinancialyear2016-17formspartoftheBoardsReportasAnnexureAl.
Explanation to Secretarial Auditor's Report
Their report does not contain any observation requiring explanation or comments fromthe Board under Section 134(3) of the Companies Act 2013.
Provisions related to Cost Audit are not applicable to your Company.
M/s Jain Mittal & Co. Chartered Accountants are appointed as Internal Auditorof the Company forthe financial year 2017-18.
8. INTERNAL CONTROL SYSTEM RISK MANAGEMENT AND COMPLIANCE FRAMEWORK
Company has in place well defined and adequate internal financial control framework.During the year such controls were tested and no material weaknesses in their design ofoperations were observed. Risk Management system followed by the Company is detailed inthe MDA.
9. SUBSIDIARY COMPANY
The Company has no Subsidiary Company.
10. LISTING FEES
The Annual Listing Fee for the year 2016-17 has been paid to those Stock Exchangeswhere the Company's shares are listed.
11. DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the company work performed by the internal statutory andsecretarial auditors and the reviews performed by the Board and its committees the Boardis of the opinion that the company's internal financial controls were adequate andeffective during the financial year 2016-17.
Pursuant to Sec. 134 (5) of the Companies Act 2013 the directors to the best of theirknowledge and ability hereby report:
I. that in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;
11. that the directors have selected accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year 2016- 17and of the profit of the company forthe year;
iii. that the directors have taken proper and sufficient care forthe maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
iv. that the directors have prepared the annual accounts on a going concern basis;
v. that the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi. that the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
12. CORPORATE GOVERNANCE
Your Company believes in conducting the business with due compliance of all theapplicable laws rules and regulations. Although the provisions of Regulation 27 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 are not applicable onour Company the Company has duly implemented the system of corporate governance as perthe requirements of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Detail report appears in the Annexure forming part of this report.
13. VIGIL MECHANISM
The Company has established a vigil mechanism which is overseen by the Audit Committeefor the genuine concerns expressed by the employees and the Directors. The Company hasalso provided adequate safeguards against victimization of employees and Directors whoexpress their concerns. The Company has also provided direct access to the chairman of theAudit Committee on reporting issues concerning the interests of employees and the Company.The policy as approved by the Board is uploaded on the Company's website at http://www.brawnbiotech.eom/wp-content/uploads/2017/01AVhistle-Blower-P01icy.pdf.
14. RELATED PARTY TRANSACTIONS AND POLICY
All related party transactions are negotiated on an arms-length basis and are in theordinary course of business. None of the transactions with any of related parties were inconflict with the Company's interest. Suitable disclosures as required by theAccountingStandards(AS18) have been made in the notes to the financial statements.Therefore the provisions of Section 188(1) of the Companies Act 2013are not applicable.The policy on dealing with Related Party Transactions as approved by the Board is placedon the website at http://www.brawnbiotech.com/wp-content/uploads/2017/01/Related-Party-Transaction-Policy.pdf
15. RISK MANAGEMENT POLICY OF THE COMPANY
The Company has a Risk management framework in place to identify assess monitor andmitigate various risks to the business. This framework seeks to categorize various risksimplement measures to minimize impact of these risks where it is deemed necessary andpossible and a process to monitor them on a regular basis. The risk management policy ofthe Company as approved by the Board is placed on the website at http://www.brawnbiotech.corn/wp-content/uploads/2017/01/risk-management-policy.pdf
16. REMUNERATION POLICY & BOARD EVALUATION
The Board has adopted a Remuneration Policy as recommended by the Nomination &Remuneration Committee. It provides for the following:
Criteria for determining Qualifications Positive Attributes 8i Independence ofthe Directors.
The basis for determining remuneration of the Directors KMP's and other seniormanagerial personnel. Some of the criteria's are:
Responsibilities & obligations of the personnel
Strategies followed & successfully implemented
Performance of the company
Annual targets to the extent achieved
In-depth knowledges skills required forthe job etc.
Defining of the Roles and Responsibilities along with the Remuneration of theKMP's and Senior managerial personnel.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 has carried out an Annual PerformanceEvaluation of its own performance and the Directors individually. The manner of evaluationof Independent Directors Chairman and the Board as a whole was done at a separate meetingheld by Independent Directors. The performance evaluation of Independent Directors wasdone by entire Board excluding Directors being evaluated.
a) Number of Board & Committee Meetings:
During the year under review 10 Board meetings 4 Audit Committee meetings 4Stakeholders Relationship Committee meetings 4 Nomination & Remuneration Committeemeeting and 1 Independent Directors meeting were convened and held. Details and attendanceof such Board & Committees meetings are mentioned in Corporate GovernanceReport.
Pursuant to clause VII (1) of Schedule IV of the Companies Act 2013 the IndependentDirectors had a separate meeting on 27.05.2016. The Familiarization Program fortheIndependent Directors has been developed and has been uploaded on the website athttp://www.brawnbiotech.com/wp-content/uploads/2017/01/Familiarization-Programme-for-IndependentDirectors.pdf
b) Deposits-The Company has not accepted any deposit from public during theyear under review.
c) Share Capital-There was no change in the Company's share capital duringthe year under review.
d) Audit Committee - The Company has duly constituted an Audit Committee whosedetailed composition and powers are provided in the Corporate Governance Report. Therewere no recommendations of the Audit Committee which have not been accepted by the Boardduringthe financial year.
e) Extract Of Annual Return - The extracts of Annual Return pursuant to theprovisions of Section 92 read with Rule 12 of the Companies (Management andAdministration) Rules 2014 is furnished in Annexure 'B' and is attached to thisReport.
f) Disclosure pertaining to Managerial Remuneration - Disclosures pertainingto remuneration and other details as required under Section 197(12) of the Act readwith Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are provided as per Annexure 'C'.
g) Particulars of Loans Guarantees or Investments under Section 186 - There wereno loans guarantees or investments made by the company during the year under review.
h) Prevention of Sexual Harassment - The Company has zero tolerance for sexualharassment at workplace. A policy has been adopted in line with the Sexual harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthere under. During the year no complaints pertaining to sexual harassment were received.
No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.
18. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING ANDOUTGO
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure'D' and is attached to this report.
19. CORPORATE SOCIAL RESPONSIBILITY
As per ceilings provided under Section 135 and the Rules made thereunder of theCompanies Act 2013 the provisions of Corporate Social Responsibility are not applicableon our Company.
20. PARTICULARS OF EMPLOYEES
The statement containing particulars of employees as required under section 197 of theCompanies Act' 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are not applicable to the Company.
The Board takes this opportunity to sincerely thank all its stakeholders namelyshareholders customers suppliers/ contractors bankers employees Government agencieslocal authorities and the immediate society for their un- stinted support and cooperationduringthe year.
| ||On behalf of the Board of Directors |
| ||For Brawn Biotech Limited |
| ||Sd/- ||Sd/- |
| ||Brij Raj Gupta ||Brij Bala Gupta |
| ||(DIN:00974969) ||(DIN: 00975261) |
|PLACE: New Delhi ||Chairman & ||Director |
|DATE: 12.08.2017 ||Managing Director || |