The Directors have pleasure in presenting the Thirty First Annual Report of yourCompany on the business & operations and Audited Statement of Accounts for the yearended 31st March 2016 along with the Auditor's Report thereon.
The Financial Results of the Company for the year ended 31st March2016areasfollows:
(Rs. in Thousands)
|Particulars ||Year ended 31.03.2016 ||Year ended 31.03.2015 |
|Revenue from Operations ||468918.73 ||386981.81 |
|Profit before Depreciation & Interest ||14338.92 ||5959.87 |
|Interest ||956.93 ||914.55 |
|Depreciation ||332.41 ||261.80 |
|Profit/(Loss) before Tax ||13049.58 ||4783.52 |
|Provision for Income Tax (MAT) ||4905.30 ||1802.66 |
|Creation of Deferred Tax Assets/(Deferred Tax ||239.30 ||(137.85) |
|Liabilities written back) || || |
|Net Profit/(Loss) from continuing operations ||9497.39 ||2843.01 |
|Extraordinary and exceptional items || ||- |
|Profit/(Loss) for the year ||9497.39 ||2843.01 |
|Profit/Loss brought forward ||(1824.58) ||(4401.08) |
|Adjustment of Dep. In acc. with sch. II of Companies Act 2013 || ||(266.50) |
|Amount Available for Appropriation ||7672.81 ||(1824.58) |
|Appropriations || || |
|Dividend on Equity Shares ||3000.30 ||- |
|Tax on Distributed Profits on Equity ||610.79 || |
|Transfer to General Reserve ||- ||- |
|Balance carried to Balance Sheet ||4061.72 ||(1824.58) |
OPERATIONS AND PERFORMANCE
During the year 2015-16 your Company's revenue from operations were Rs. 468918.73Thousands and it earned profit before tax of Rs. 13049.58 thousands as against previousyear's sales of Rs. 386981.81 Thousands in which profits of Rs. 4783.52 Thousandsearned by the Company. It is apparent from the financials shown above that the sale of theCompany has been enhanced by approximately 20 % in comparison with the previous year. Thenet profits of the Company have also increased manifold and approximately 200% enhancementcan be seen. 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.
In view of the best efforts of the management in the overseas markets during thePrevious Years Company got recognition as Star Export House from the Director General ofForeign Trade Ministry of Commerce and Industry Government of India. The company hasalso started the registration process in the other countries for expanding its business.In the wake of the ongoing economic reforms the company is expected to make a strongshowing through its current emphasis on high value added business opportunities whichwould require considerable reinforcement in the areas of pharmaceuticals and imagebuilding as a reliable supplier with quality assurance. Your Company is also planning tosetup a Research and Development (R &D) unit for Pharmaceuticals and allied products.
Your Directors have recommended a dividend of 10 % equivalent to Rs 1 per equity shareof face value of Rs. 10 each to be paid for the financial year under review. The dividendpayout is subject to the approval of the members at the ensuing Annual General Meeting.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
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 beliable to 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. ThusSmt. Brij Bala Gupta Director would be liable to retire by rotation.
Smt. Brij Bala Gupta being longest in office would retire at this Annual GeneralMeeting.
Brief resume of Smt. Brij Bala Gupta nature of her expertise in specific functionalareas arid the name of the public companies in which she holds the Directorship asstipulated under Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is given in the notice convening the Annual General Meeting. The Boardrecommends her appointment as such.
The Independent Directors have submitted their declaration that they fulfill therequirements as stipulated in Section 149(6) of the Companies Act 2013 and Regulation 27of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Pursuant toclause VII (1) of Schedule IV of the Companies Act 2013 the Independent Directors had aseparate meeting on 12.02.2016.
Pursuant to Section 203 of the Companies Act 2013 the company designated Ms. RatiGarg as Chief Financial Officer under the Key Managerial Personnel of the Company. Herconsent along with all required disclosures as per the Act were duly obtained andrecorded.
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 2015-16.
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;
ii. 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 2015-16and of the profit of the company for the year;
iii. that the directors have taken proper and sufficient care for the 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.
AUDITORS AND AUDITOR'S REPORT:
The Statutory Auditors M/sM.K.Aggarwal & Co. Chartered Accountants New Delhiretires at the forthcoming Annual General Meeting and being eligible offers themselves forre-appointment. The Company has received letter from the Auditors to the effect that theirre-appointment if made would be within the prescribed limit under Section 141 (3)(g) ofthe Companies Act 2013 and that they are not disqualified for re-appointment.
The Board recommends the appointment of M/s Rajiv Udai & Associates CharteredAccountants as auditors in place of M/s M.K. Aggarwal & Co. CharteredAccountants New Delhi from the conclusion of this AGM to the next 5 years.
The Company has received letter from 'M/s Rajiv Udai & Associates CharteredAccountants to the effect that their appointment if made would be within the prescribedlimit under Section 141 (3)(g) of the Companies Act 2013 and that they are notdisqualified for appointment.
The notes on accounts are self-explanatory with regards to auditors' observations.There were no qualifications reservations or adverse remarks made by the Auditors for theyear under review.
The Board had appointed M/s Gautam Goyal & Associates Practicing CompanySecretaries as Secretarial Auditor to conduct the secretarial audit of the company forthe financial year 2015-16 pursuant to the provisions of Section 204 of the CompaniesAct 2013. The Report of the Secretarial Auditor forms part of the Board's Report asAnnexure 'A'.
Their report does not contain any observation requiring explanation or comments fromthe Board under Section 134(3) of the Companies Act 2013.
The Board at its meeting held on 05.08.2016 reappointed M/s Gautam Goyal &Associates Practicing Company Secretaries as Secretarial Auditor for FY 2016-17.
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.
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 athttp://www.brawnbiotech.com/pharmapdf/Whistle%20Blower20Policy.pdf
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
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 the AccountingStandards (AS 18) have been made in the notes to the financial statements. Therefore theprovisions of Section 188(1) of the Companies Act 2013 are not applicable. The policy ondealing with Related Party Transactions as approved by the Board is placed on the websiteat http://www.brawnbiotech.com/pharmapdf/Related%20Party%20Transaction%20Policy.pdf
RISK MANAGEMENT POLICY OF THE COMPANY
We have adopted a Risk management policy to identify and 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.
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 & Independenceof the 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 knowledge & skills required for the job etc.
Defining of the Roles and Responsibilities along with the Remuneration of theKMPs 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 separatemeeting held by Independent Directors. The performance evaluation of Independent Directorswas done by entire Board excluding Directors being evaluated.
a) Number of Board & Committee Meetings:
During the year under review Nine Board meetings 4 Audit Committee meetings 4Stakeholders Relationship Committee meetings and One Nomination & RemunerationCommittee meeting were convened and held. Details and attendance of such Board &Committees meetings are mentioned in Corporate Governance Report.
Pursuant to clause VII (1) of Schedule IV of the Companies Act 2013 the IndependentDirectors had a separate meeting on 12.02.2016.
The Familiarization Program for the Independent Directors has been developed and hasbeen uploaded on the website athttp://www.brawnbiotech.com/pharmapdf/familiarization%20Programme%20for%20independent%20
b) Deposits - The Company has not accepted any deposit from public during the yearunder review.
c) Share Capital - There was no change in the Company's share capital during the yearunder review.
d) Audit Committee-The Company has duly constituted an Audit Committee whose detailedcomposition and powers are provided in the Corporate Governance Report. There were norecommendations of the Audit Committee which have not been accepted by the Board duringthe financial year.
e) Extract Of Annual Return - The extracts of Annual Return pursuant to the provisionsof Section 92 read with Rule 12 of the Companies (Management and Administration) Rules2014 is furnished in Annexure 'B' and is attached to this Report.
f) Disclosure pertaining to Managerial Remuneration - Disclosures pertaining toremuneration and other details as required under Section 197(12) of the Act read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are provided as per Annexure 'C'.
g) Particulars of Loans. Guarantees or Investments under Section 186 There were noloans 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.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO
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.
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.
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.
Your Directors wish to express their sincere appreciation of the efficient servicesrendered by the employees at all levels throughout the company.
Your Directors wish to place on record their gratitude to the Government AuthoritiesCompany's Bankers Dealers Customers and its Business Associates for their valued supportextended to the company.
| ||For and on behalf of the Board of Directors |
|PLACE: New Delhi ||(B.R. Gupta) |
|DATE:-05.08.2016 ||CHAIRMAN-CUM-MANAGING DIRECTOR |