The Directors have pleasure in presenting the Thirtieth Annual Report of your Companyon the business & operations and Audited Statement of Accounts for the year ended 31stMarch 2015 along with the Auditor's Report thereon.
The Financial Results of the Company for the year ended 31st March 2015 are as follows:
| || ||(Rs. in Thousands) |
|Particulars ||Year ended 31.03.2015 ||Year ended 31.03.2014 |
|Gross Sales ||386981.81 ||384848.01 |
|Profit before Depreciation & Interest ||6090.10 ||11606.25 |
|Interest ||1044.79 ||1419.85 |
|Depreciation ||261.80 ||147.18 |
|Pro fit/(Loss) before Tax ||4783.52 ||10039.21 |
|Provision for Income Tax (MAT) ||1802.66 ||1058.50 |
|Creation of Deferred Tax Assets/(Deferred Tax Liabilities written back) ||137.85 ||(228.78) |
|Net Proflt/(Loss) from continuing operations ||2843.00 ||9209.49 |
|Extraordinary and exceptional items ||- ||7762.72 |
|Profit/(Loss) for the year ||2843.00 ||1446.77 |
|Profit/Loss brought forward Adjustment of Dep. In acc. with sch. II of ||(4400.78) ||(5847.55) |
|Companies Act 2013 ||(266.50) ||- |
|Amount Available for Appropriation ||(1824.58) ||(4400.78) |
|Appropriations || || |
|Transfer to General Reserve || ||- |
|Balance carried to Balance Sheet ||(1824.58) ||(4400.78) |
OPERATIONS AND PERFORMANCE
During the year 2014-15 your Company's total sales and other income were Rs.386981.81 thousands and it earned profit before tax of Rs. 4783.52 Thousands incontrast to previous year's sales of Rs. 384848.01 Thousand in which it earned profitsof Rs. 10039.21 Thousands. It is apparent from the financials shown above that the saleof the Company has been approximately constant with the previous year. The net profits ofthe Company have also increased manifold and approximately 100% enhancement can be seen.The Company is dealing in Critical Care range of Products alongwith other Pharmaceuticalproducts and also exporting the pharmaceutical goods to some foreign countries whichresults in tremendous growth in sale and profits of the Company.
The Company has also entered into international market in few foreign countries. TheCompany is aggressively making efforts in enhancing the export sale as a result of whichthe sale and profits of the Company have been constant in the previous Financial Year. Inthe current year also the Company is expecting exceptional growth in the turnover andprofits of the Company.
Your Directors regret their inability to recommend any dividend for the year 2014-2015to cover up the losses of the past years.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act 2013 and pursuant to thecompany's new set of Articles of Association adopted at the 29th AGM i.e. on 29.09.2014the Independent Directors of the Company are not be liable 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. Thus Smt. Urmila Gupta Director would be liable to retire by rotation.
Smt. Urmila Gupta being longest in office would retire at this Annual GeneralMeeting.
Brief resume of Smt. Urmila Gupta nature of her expertise in specific functional areasand the name of the public companies in which she holds the Directorship as stipulatedunder Clause 49 of the Listing Agreement is given in the notice convening the AnnualGeneral Meeting. The Board recommends 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 Clause 49 ofthe Listing Agreement. Pursuant to clause VII (1) of Schedule IV of the Companies Act2013 the Independent Directors had a separate meeting on 13.02.2015. Pursuant to Section203 of the Companies Act 2013 the company designated Ms. Rati Garg as Chief FinancialOfficer under the Key Managerial Personnel of the Company. Her consent along with allrequired disclosures as per the Act were duly obtained and recorded.
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 2014-15.
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 2014-15and 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/s Satinder Saini & 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 their appointment as auditors from the conclusion of this AGM tothe conclusion of next AGM. The notes on accounts are self-explanatory with regards toauditors observations. There were no qualifications reservations or adverse remarksmade by the Auditors for the year under review.
The Board had appointed M/s Guatam Goyal & Associates Practicing CompanySecretaries as Secretarial Auditor to conduct the secretarial audit of the company forthe financial year 2014-15 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 orcomments from the Board under Section 134(3) of the Companies Act 2013.
The Board at its meeting held on 13.08.2015 reappointed M/s Guatam Goyal &Associates Practicing Company Secretaries as Secretarial Auditor for FY2015-16.
Your Company believes in conducting the business with due compliance of all theapplicable laws rules and regulations. Although the provisions of Clause 49 of theListing Agreement are not applicable on our Company the Company has duly implemented thesystem of corporate governance as per the requirements of the Listing Agreement. Detailreport 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%20Blower%20PQIicv.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%20Partv%20Transaction%20Policv.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 theKMP's and Senior managerial personnel.
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an Annual Performance Evaluation of its ownperformance and the Directors individually. The manner of evaluation of IndependentDirectors Chairman and the Board as a whole was done at a separate meeting held byIndependent Directors. The performance evaluation of Independent Directors was done byentire Board excluding Directors being evaluated.
a) Number of Board & Committee Meetings:
During the year under review Fifteen Board meetings Four Audit Committee meetingsTen Stakeholders 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 13.02.2015.
The Familiarization Program for the Independent Directors has been developed and hasbeen uploaded on the website athttp://www.brawnbiotech.com/pharmapdf/Familiarization%20Proaramme%20for%20lndependent%20Directors.pdf
b) Deposits -The Company has not accepted any deposit from public during the year underreview.
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 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 Boardduring the 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.
PERTICULARS 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: 13.08.2015 ||CHAIRMAN-CUM-MANAGING DIRECTOR |