The Board of Directors of your Company has pleasure in presenting the 14thAnnual Report on the affairs of the Company together with the Audited Accounts of theCompany for the year ended 31st March 2016.
1. Financial Results
The Financial Results for the year are as under: -
| || ||(Rs in lacs) |
|PARTICULARS ||2015-16 ||2014-15 |
|Turnover ||8000.93 ||8521.33 |
|Other Income ||156.10 ||236.42 |
|Total Income ||8157.03 ||8757.75 |
|Expenditure ||6892.59 ||7846.48 |
|Profit before Depreciation Interest & Tax (PBDIT) ||1264.45 ||911.27 |
|Financial Expenses (Interest) ||79.43 ||44.34 |
|Profit before Depreciation and Tax (PBDT) ||1185.02 ||866.93 |
|Depreciation and Amortization ||116.00 ||110.36 |
|Extraordinary items (Gain) ||12.88 ||278.47 |
|Profit before Tax (PBT) ||1081.90 ||1035.04 |
|Income Tax (net of MAT Credit) ||18.55 ||88.32 |
|Profit after Tax ||1063.35 ||946.72 |
|Earnings per Share (in Rs.) ||6.57 ||5.85 |
2. Performance of the Company
During the year under review your Company has achieved a turnover of Rs.80 crores ascompared to Rs. 85.21 crores in the previous year showing a decline in turnover as compareto previous year. The Company has earned a net profit after tax and depreciation of Rs.10.63 Crores as compared to Rs. 9.46 Crores in the previous year indicating a rise of 11%as compared to the previous year. The increase in profits is attributed to interest incomefrom fixed deposits earned during the year.
Brooks Management decided to upgrade the facility in line with cGMP in Baddi plantsince it is a running unit we decided to upgrade facility in steps. As a first step weupgraded Ampoule manufacturing line.
3. Utilization of Funds through IPO
The Company had raised money by way of Initial Public offer in the financial year2011-12 and has fully utilized the money for the purpose as raised by way of InitialPublic offer.
In view of the ongoing expansion projects and future growth plans the Directors havedecided to plough back the profits of the Company for financial year 2015-16. Accordinglythe Board does not recommend any dividend payment for the year under reference.
The Company has not transferred any amount to reserves and not withdrawn any amountfrom the reserves.
During the financial year 2015-16 the Company has not accepted any deposits from thepublic 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 2016 wasRs. 1618.64 lacs. During the year under review there is no change in the Share Capital ofthe 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 thecompany.
9. Material changes and commitments if any affecting the financial position ofthe company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report.
They have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich 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 Dr. D.S.Maity Technical Director of the Company retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.
During the year the following Key Managerial Personnel have resigned and newlyappointed in compliance with the provisions of Section 203 of the Companies Act 2013 readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
|Name ||Designation ||Status ||Date of Resignation / Appointment |
|Mr. Ankit Parekh ||Company Secretary ||Resigned ||20.06.2015 |
|Ms. Jyoti Sancheti ||Company Secretary ||Appointment ||18.12.2015* |
*Ms. Jyoti Sancheti joined as Company Secretary on 23.11.2015 and appointed as KeyManagerial Personnel on 18.12.2015.
11. Statement on declaration given by the Independent Directors
As required under Section 149 (7) of the Companies Act 2013 all the IndependentDirectors have given their respective declarations that they meet the criteria ofindependence as specified in Section 149 (6) of the Companies Act 2013.
12. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and companys operations in future
There is no significant and material order passed by the regulators or courts ortribunals during the financial year 2015-16 that impacts the going concern status andcompanys 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 onCorporate Governance is given in Annexure 1 and Management Discussion &Analysis provided above as stipulated in Regulation 34 of listing Regulations forms partof this Directors Report.
15. Corporate Social Responsibility
The Company has constituted a Corporate Social Responsibility Committee in accordancewith Section 135 of the Companies Act 2013 and rules framed thereunder. A report on theCSR activities in the prescribed format as set out in Annexure to the Companies (SocialResponsibility Policy) Rules 2014 is given in Annexure 2 to this DirectorsReport. The Policy is disclosed on the Companys website: www.brookslabs.net.
16. Human Resources
Harmonious employees relations prevailed throughout the year. Your Directorsplace 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 inthe 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 CorporateGovernance Report in Annexure 1 which forms part of this Annual Report. All therecommendations 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 establishedVigil mechanism/Whistle Blower Policy for directors and employees to report genuineconcerns about unethical behavior actual or suspended fraud or violation of theCompanys Code of Conduct or ethics policy. The vigil mechanism provides for adequatesafeguards against victimization of persons who use such mechanism and make provision fordirect access to the Chairman of the Audit Committee in appropriate or exceptional cases.The Policy is disclosed on the Companys website: www.brookslabs.net.
20. Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the Directors confirm that:
a. in the preparation of the annual accounts for the year ended 31st March2016 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
b. the Directors had selected such 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 as at 31st March 2016 and ofthe profit of the Company for that period;
c. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
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 thecompany and that such internal financial controls are adequate and were operatingeffectively;
f. the Directors had devised proper systems to ensure compliance with the provisions ofall 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 financialstatement. During the year such controls were tested and no reportable materialweaknesses 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 Returnin the prescribed Form MGT 9 is given as Annexure 7 to this Directors Report.
23. Statutory Auditors
M/s. SGCO & Co. Chartered Accountants Mumbai were appointed as StatutoryAuditors of the Company at the 13th Annual General meeting held on 29thSeptember 2015 till the conclusion of 17th Annual General Meeting of theCompany. As per the provisions of Section 139 of the Companies act 2013 the appointmentof auditors is required to be ratified by Members at every Annual General Meeting. TheReport given by the Statutory Auditors on the financial statement of the Company is partof the Annual Report. There has been no qualification reservation adverse remark ordisclaimer 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 hasappointed M/s. Balwinder Singh & Associates (Firm Reg No. 000201) Cost AccountantsF-125 Phase VIII B Industrial Area Mohali- 160071 as the Cost Auditors of the Companyto conduct an audit of the cost records of bulk drugs and formulations maintained by theCompany for the financial year ending 31st march 2016 and 31stMarch 2017. The Board has approved the remuneration payable to the Cost Auditors subjectto ratification of the Members at the forthcoming Annual General Meeting. The Cost AuditReports 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 engagedthe services of M/s. Sharma Sarin and Associates Company Secretaries in practiceChandigarh to conduct the Secretarial Audit of the Company for the financial year ended31st March 2016. The Secretarial Audit Report (Form MR-3) is given as Annexure3 to this Directors Report. The said Report does not contain any qualificationreservation or adverse remark or disclaimer.
26. Particulars of Loans Guarantees or Investments
Details of Investments covered under the provisions of Section 186 of the CompaniesAct 2013 is given in the Note No. 12 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 ofbusiness and at arms length. Information about the transactions with Related Partiesis presented in Note No. 34 in Notes to the Accounts. Form AOC 2 pursuant to theprovisions of Section 134 (3) (h) of the Companies Act 2013 read with Rule 8 (2) of theCompanies (Accounts) Rules 2014 is given as Annexure 5 to this DirectorsReport.
28. Risk Management Policy
The Company does not have any Risk Management Committee due to the non-applicability ofthe provisions of Regulation 21 of the Listing Regulations whereas the Company has RiskManagement Plan. Business Continuity Plans are periodically reviewed and tested to enhancetheir relevance. The Risk Management Framework covering business operational andfinancial risk is being continuously reviewed by the Audit Committee. At present in theopinion of the Board of Directors there are no risks which may threaten the existence ofthe Company.
29. Disclosure pursuant to Section 197 of the Companies Act 2013 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Theinformation required pursuant to Section 197 of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is 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) Rules2014 is not applicable to the Company for the financial year 2015-16.
30. Conservation of Energy Technology Absorption And Foreign Exchange Earnings AndOutgo
The Statement of conservation of energy technology absorption foreign exchangeearnings and outgo as required prescribed in Rule 8(3) of the Companies (Accounts) Rules2014 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 aPolicy relating to the remuneration for Directors Key Managerial Personnel and otheremployees including the criteria for determining the qualification positive attributesand independence of a Director as required under Section 178(1) of the Companies Act2013 which was adopted by the Board. A brief detail of the policy is given in theCorporate Governance Report in Annexure 1 which forms a part of this Annual Report. ThePolicy is disclosed on the Companys 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 theperformance of the non-independent Directors and the Board as a whole and the Chairman onthe parameters of effectiveness and to assess the quality quantity and timeliness of theflow of information between the Management and the Board. Mr. Deepak Mahajan was appointedas the Lead Director to oversee the evaluation process at the meeting of the IndependentDirectors.
Your Directors are pleased to place on record their sincere gratitude to the CentralGovernment State Government(s) Financial Institutions Bankers and Business Constituentsfor their continuous and valuable cooperation and support to the Company. They also takethis opportunity to express their deep appreciation for the devoted and sincere servicesrendered by the employees at all levels of the operations of the Company during the year.
| ||For and on Behalf of the Board |
|Place: Mumbai ||For Brooks Laboratories Limited |
|Date: 03.09.2016 || |
| ||Sd/- |
| ||Atul Ranchal |
| ||(Chairman) |
| ||(DIN: 01998361) |