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Brooks Laboratories Ltd.

BSE: 533543 Sector: Health care
NSE: BROOKS ISIN Code: INE650L01011
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OPEN 146.35
PREVIOUS CLOSE 146.50
VOLUME 10445
52-Week high 194.40
52-Week low 68.75
P/E 31.82
Mkt Cap.(Rs cr) 233.38
Buy Price 144.15
Buy Qty 47.00
Sell Price 0.00
Sell Qty 0.00
OPEN 146.35
CLOSE 146.50
VOLUME 10445
52-Week high 194.40
52-Week low 68.75
P/E 31.82
Mkt Cap.(Rs cr) 233.38
Buy Price 144.15
Buy Qty 47.00
Sell Price 0.00
Sell Qty 0.00

Brooks Laboratories Ltd. (BROOKS) - Director Report

Company director report

The Board of Directors of your Company has pleasure in presenting the 13thAnnual Report on the affairs of the Company together with the Audited Accounts of theCompany for the year ended 31st March 2015.

1. Financial Results

The Financial Results for the year are as under: -

(Rs. in lacs)
PARTICULARS 2014-15 2013-14
Turnover 8521.33 8526.85
Other Income 236.42 0.57
Total Income 8757.75 8527.42
Expenditure 7846.48 7675.20
Profit before Depreciation Interest & Tax (PBDIT) 911.27 852.22
Financial Expenses (Interest) 44.34 11.87
Profit before Depreciation and Tax (PBDT) 866.93 840.35
Depreciation and Amortization 110.36 83.18
Extraordinary items (Gain) 278.47 -
Profit before Tax (PBT) 1035.04 757.17
Income Tax (net of MAT Credit) 88.32 33.20
Profit after Tax 946.72 723.97
Earnings per Share (in Rs.) 5.85 4.47

2. Performance of the Company

During the year under review your Company has achieved a turnover of Rs. 85.21 croresas compared to Rs. 85.26 crores in the previous year showing a steady turnover as compareto previous year. The Company has earned a net profit after tax and depreciation of Rs.9.47 Crores as compared to Rs. 7.23 Crores in the previous year indicating a rise of 31%as compared to the previous year. The increase in profits is attributed to interest incomefrom fixed deposits earned during the year.

3. Utilization of Funds through IPO

The Company had raised Rs. 63.00 crores from the public through IPO in the year2011-12. The funds are being utilized towards construction and development of anotherplant of the Company in the State of Gujarat. Your Directors are hopeful of better resultsin the times ahead as soon as the plant starts operating. Statement of Utilization offunds raised through public issue till 31st March 2015 is shown in the tablebelow:

(Rs. in lacs)
Sr. No. Object Total Estimated Cost Actual Utilizations
1. Land 635.00 982.66
2. Building Construction 1950.00 2729.58
3. Plant & Machinery & Utilities 3094.00 1778.39
4. General Corporate Purposes 328.29 163.89
5. Listing Fees to Stock Exchanges 0.96 0.96
6. Issue Expenses 291.75 327.64
Total 6300.00 5983.12

4. Dividends

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 2014-15. Accordinglythe Board does not recommend any dividend payment for the year under reference.

5. Reserves

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

6. Deposits

During the financial year 2014-15 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 2015 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. Directors

Ms. Sonia Gupta (DIN: 06998420) was appointed as Additional Independent women Directoron the Board of the Company on 29th September 2014. The Company has receivedNotice under Section 160 of the Companies Act 2013 from her signifying her candidaturefor the office of Women Independent Director at the ensuing Annual General Meeting. TheCompany has also received the requisite disclosures/ declarations from Ms. Sonia Gupta asrequired under Section 149 and other applicable provisions of the Companies Act 2013.Requisite approval for their appointment is being sought at the ensuing Annual GeneralMeeting.

As per the provisions of Section 152 of the Companies Act 2013 Mr. Rajesh MahajanManaging Director of the Company retires by rotation at the ensuing Annual General Meetingand being eligible offers himself for re-appointment.

Profile of all these Directors has been given in the Notice in Annexure 2.

During the year Mr. Rajnish Kumar Bedi and Mr. Deepak Mahajan were appointed asIndependent Directors of the Company by the Shareholders at the 12th AnnualGeneral Meeting held on 8th August 2014 in compliance with the provisions ofSection 149 152 Schedule IV of the Companies Act 2013 read with Companies (Appointmentand Qualification of Directors) Rules 2014. Mr. Bhaskar Sharma Independent Director ofthe Company had resigned with effect from 29th September 2014

During the year the following Key Managerial Personnels 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) Rules2014

Name Designation Status Date of Resignation / Appointment
Mr. Ketan Shah CFO Resigned 09.10.2014
Mr. Anil Kumar Pillai CFO Appointment 01.11.2014
Ms. Ashima Banodha CS Resigned 16.06.2014
Mr. Ankit Parekh CS Appointment 01.08.2014

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 company’s operations in future

The Company has received an Adjudicating Order from Securities and Exchange Board ofIndia (SEBI) on January 12 2015 the details of which are given under 'Disclosures' inthe Corporate Governance Report. The Company doesn't agree with the said findings of theOrder and has filed an appeal to Securities Appellate Tribunal. The said order does notimpact 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 ManagementDiscussion & Analysis is given in Annexure 3 and Report on Corporate Governance isgiven in Annexure 4 as stipulated in Clause 49 of the Listing Agreement which forms partof this Director's 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 the CSR activities in the prescribed format as set out in Annexure to theCompanies (Social Responsibility Policy) Rules 2014 is given in Annexure 5 to thisDirectors' Report.

16. Human Resources

Harmonious employees' relations prevailed throughout the year. Your Directors place onrecord 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 on page no 18 which forms a part of this Directors'Report.

18. Audit Committee

The details pertaining to composition of Audit Committee is included in the CorporateGovernance Report on Page No. 19 which forms part of this Directors' Report.

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 behaviour actual or suspended fraud or violation of theCompany's Code of Conduct or ethics policy. The vigil mechanism provides for adequatesafeguards against victimisation 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 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. in the preparation of the annual accounts for the year ended 31st March2015 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 2015 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 6 to this Directors' Report.

23. Statutory Auditors

M/s. SGCO & Co. Chartered Accountants Mumbai Statutory Auditors of the Companyretire at the conclusion of the forthcoming Annual General Meeting and being eligibleoffers themselves for re-appointment. The Company has received a Certificate from theAuditors to the effect that their appointment if made would be in accordance withSection 139(1) of the Companies Act 2013 and the Rules made thereunder as may beapplicable.

The Report issued by the Statutory Auditors on the financial statement for thefinancial year ended 31st March 2015 do not contain any qualificationreservation or adverse remark or disclaimer.

24. Cost Auditors

Pursuant to the provisions of section 148(3) of the Companies Act 2013 the Board hasappointed M/s. Balwinder & Associates (Firm Reg No. 000201) Cost Accountants F-125Phase VIII B Industrial Area Mohali- 160071 as the Cost Auditors of the Company toconduct an audit of the cost records of bulk drugs and formulations maintained by theCompany for the financial year ending 31st March 2015 and 31stMarch 2016. The Board has approved the remuneration payable to the Cost Auditors subjectto approval of the Members at the forthcoming Annual General Meeting.

The Cost Audit Reports would be submitted to the Central Government within theprescribed 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 2015.

The Secretarial Audit Report (Form MR-3) is given as Annexure 7 to this Directors'Report. The said Report does not contain any qualification reservation or adverse remarkor 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 Note No. 11 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 arm's length. Information about the transactions with Related Parties arepresented in Note No. 33 of the Notes to the Financial Statement.

Form AOC - 2 pursuant to the provisions of Section 134 (3) (h) of the Companies Act2013 read with Rule 8 (2) of the Companies (Accounts) Rules 2014 is given as Annexure 8to this Directors' Report.

28. Risk Management Policy

The Company does not have any Risk Management Committee due to the non-applicability ofthe provisions of Clause 49(VI)(C) of the Listing Agreement. As such the Company has notdeveloped and implemented a Risk Management Policy. However there are no risks which inthe opinion of Board threaten the existence of the Company. Some of the risks which maypose challenges are set out in the Management Discussion and Analysis which forms part ofthis Directors' Report.

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

The information required pursuant to Section 197 of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is given in Annexure 9 to this Directors' Report

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 10 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. A brief detail of the policy is given in the Corporate Governance Report on page no.20 which forms a part of this Annual Report.

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.

33. Acknowledgement

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 co-operation 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
For Brooks Laboratories Limited
Atul Ranchal
Place: Mumbai Chairman
Date: 03.09.2015 (DIN: 01993861)

ANNEXURE 5

Annual Report on the CSR activities pursuant to Section 135 of the Companies Act 2013read with the Companies (Social Responsibility Policy) Rules 2014

1. A brief outline of the Company’s CSR Policy

The Company's philosophy towards Corporate Social Responsibility (CSR) is conductingbusiness by integrating its economic environmental and social objectives in such a waythat it will contribute for the social good together with its operational growth. TheCompany believes that CSR is a process by which an organisation thinks about itsrelationship with its stakeholders for the common good and demonstrates its commitment tothe same. The Company intends to undertake multiple initiatives like promoting healthcareand education ensuring environment sustainability etc. under its CSR policy The Companyhas adopted a CSR Policy in compliance with the provisions of the Companies Act 2013 andcan be accessed on the Company's website through the following linkhttp://www.brookslabs.net/ pdf/CSR-Policy.pdf.

2. Composition of the Committee:

The Committee comprises of three Directors as members with one Non-executiveIndependent Director as given below:

Name Designation Category
Rajesh Mahajan Chairman Executive Director
Atul Ranchal Member Executive Director
Rajnish Kumar Bedi Member Independent Director

3. Average Net Profit of the Company for last three financial years: 8.77 crores

4. Prescribed CSR Expenditure (2% of the amount as in Sr. No. 3 above): 17.55 lacs

5. Details of CSR spend for the financial year:

a. Total amount to be spent for the financial year : 17.55 lacs

b. Amount unspent : 17.55 lacs

c. Manner in which the amount spent during the financial year is detailed below:

S.No CSR project or activity identified Sector in which the Project is covered Projects or Programs 1) Local area or other 2) Specify the State and district where projects or programs was undertaken Amount outlay (budget) project or programs wise Amount spent on the projects or programs Sub-heads: 1) Direct Expenditure on projects or programs 2) Overheads Cumulative expenditure upto the reporting period Amount spent: Direct or through implementing agency*

Please see reason under Sr. No. 6 below

6. In case the Company has failed to spend the two per cent of the average net profitof the last three financial years or any part thereof the Company shall provide thereasons for not spending the amount in its Board report.

For the financial year 2014-15 few activities in relation to fulfilling the CorporateSocial Responsibility of the Company were shortlisted as per Schedule VII of the CompaniesAct 2013 and the Companies (Corporate Social Responsibility Policy) Rules 2014 and theprocess has already been started however the activities did not commence as on 31stMarch 2015. Therefore the CSR amount for the financial year 2014-15 could not be spent.CSR is an on-going initiative and the Company is committed to fulfilling itsresponsibility and incur expenditure in accordance with the provisions of Section 135 ofthe Companies Act 2013 and the Companies (Corporate Social Responsibility Policy) Rules2014.

7. The CSR Committee affirms that the implementation and monitoring of the CSR Policyis in compliance with CSR objectives and Policy of the Company.

For and on Behalf of the Board
For Brooks Laboratories Limited
Rajesh Mahajan
Place: Mumbai Managing Director
Date: 03.09.2015 (DIN: 02000634)

ANNEXURE 7

Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st MARCH2015

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members BROOKS LABORATORIES LIMITED

We have conducted the Secretarial Audit of the Compliance of applicable statutoryprovisions and the adherence to good corporate practices by BROOKS LABORATORIESLIMITED. Secretarial Audit was conducted in a manner that provided us a reasonablebasis for evaluating the Corporate conducts/Statutory Compliances and expressing ouropinion thereon.

Based on our verification of the BROOKS LABORATORIES LIMITED Books PapersMinute Books Forms and Returns filed and other records maintained by the Company and alsothe information provided by the Company its officers agents and authorizedrepresentatives during the conduct of Secretarial Audit We hereby report that in ouropinion the Company has during the Audit period covering the Financial Year ended on 31stMarch 2015 complied with the Statutory Provisions Listed hereunder and also that theCompany has proper Board-processes and Compliance-Mechanism in place to the extent in themanner and subject to the Reporting made hereinafter:

We have examined the Books Papers and Minute Books Forms and Returns filed and otherrecords maintained by BROOKS LABORATORIES LIMITED for the Financial Year ended on31st March 2015 according to the Provisions of:

(i) The Companies Act 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act 1956 (Rs.SCRARs.) and the rules madethere under;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (Rs.SEBI ActRs.):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and

(h) The Securities and Exchange Board of India (Buy back of Securities) Regulations1998;

(vi) Other laws as informed and certified by the management of the Company which arespecifically applicable to the Company based on their sector/ industry is:-

i) Drugs and Cosmetics Act 1940.

ii) The Trade Mark Act 1999

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. Notapplicable for the year.

(ii) The Listing Agreements entered into by the Company with Stock Exchange(s);

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the followingobservations:

(a) The Company is yet to spend 2% of its average net profit as required under Section135 of Companies Act 2013 on the activities mentioned in Schedule VII under Section 135of the Companies Act 2013.

(b) Adjudication Order No:- ID-4/AO/DRK/675-680/01- 05/2015 has been passed by theSecurities & Exchange Board of India under section 15-I of Securities & ExchangeBoard of India Act 1992 read with rule 5 of SEBI in the matter of the

Company. The Company has filed an appeal against the said Order before the SecuritiesAppellate Tribunal. The case is still pending before the Appellate Tribunal.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in theComposition of the Board of Directors that took place during the period under review werecarried out in Compliance with the Provisions of the Act.

Adequate notice is given to all Directors to Schedule the Board Meetings Agenda anddetailed notes on Agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the Agenda items beforethe meeting and for meaningful participation at the meeting.

All decisions at the Board Meeting and Committee Meetings are carried out unanimouslyas recorded in the minutes of the meetings of the Board of Directors or Committee of theBoard as the case may be.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure Compliancewith Applicable Laws Rules Regulations and Guidelines.

We further report that during the audit period the Company has passed SpecialResolution under Section 180 (1) C of the Companies Act 2013.

For Sharma Sarin & Associates
P. D. Sharma
Partner
FCS 2285 CP No. 2692
Place: Chandigarh Date: 03.09.2015

The Secretarial Audit Report is to be read with our letter of even date which isannexed as Annexure A and Forms an integral part of this report.

‘Annexure A’

To

The Members BROOKS LABORATORIES LIMITED

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the process and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Wherever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For Sharma Sarin & Associates
P. D. Sharma
Partner
FCS 2285 CP No. 2692
Place: Chandigarh
Date: 03.09.2015

ANNEXURE 8

Form AOC - 2

Pursuant to Section 134 (3) (h) of the Companies Act 2013 read with Rule 8(2) of theCompanies (Accounts) Rules 2014

Form for disclosure of particulars of contract / arrangements entered in to by theCompany with the related parties referred to in sub-Section 188 (1) of the Companies Act2013 including certain arm's length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm’s length basis:

There were no contracts or arrangements or transactions entered in to by the Companyduring the year ended 31st March 2015 which were not at arm's length basis.

2. Details of material contracts or arrangement or transactions at arm’s lengthbasis:

There were no material contracts or arrangement or transactions at arm's length basisfor the year ended 31st March 2015.

Information about the transactions with Related Parties are presented in Note No. 33 inNotes to the Financial Statement

For and on Behalf of the Board
For Brooks Laboratories Limited
Atul Ranchal
Place: Mumbai Chairman
Date: 03.09.2015 (DIN: 01993861)

ANNEXURE 9

Details pertaining to remuneration as required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

i. The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2014-15:

Name Designation Ratio to Median Remuneration
Mr. Atul Ranchal Chairman 44.30:1
Mr. Rajesh Mahajan Managing Director 44.30:1
Dr. D.S. Maity Whole-time Director 14.81:1

Apart from above directors there were three Independent Directors who were paidsitting fees for attending the Meetings.

ii. Increase in remuneration of any Director Chief Financial Officer and CompanySecretary during the financial year 2014-15.

Name Designation % increase in remuneration
Dr. D.S. Maity Whole-time Director 10.38%
Ketan Shah (upto 09.10.2014) Chief Financial Officer 11.94%
Anil Kumar Pillai (wef 01.11.2014) Chief Financial Officer Not applicable
Ashima Banodha (upto 16.06.2014) Company Secretary 12.98%
Ankit Parekh (wef 01.08.2014) Company Secretary Not applicable

iii. There is no increase in the median remuneration of employees during the financialyear 2014-15.

iv. The number of permanent employees on the rolls of the Company as on 31stMarch 2015: 201

v. The explanation on the relationship between average increase in remuneration andcompany performance:

The increase in remuneration is linked to the performance of the Company as a wholethe performance of the employees and other factors like industry trends and economicenvironment.

vi. Comparison of Remuneration of each Key Managerial Personnel(s) and All KeyManagerial Personnel(s) together against the performance of the Company:

Name Remuneration (Rs. in lacs) Remuneration as % of Revenue Remuneration as % of PAT
Mr. Atul Ranchal Chairman* 42.00 0.48 4.44
Mr. Rajesh Mahajan Managing Director* 42.00 0.48 4.44
Dr. D.S. Maity Whole-time director* 14.04 0.16 1.48
Mr. Anil Pillai Chief Financial Officer (w.e.f. 01.11.2014) 4.13 0.05 0.44
Mr. Ketan Shah Chief Financial Officer (upto 09.10.2014) 5.35 0.06 0.57
Mr. Ankit Parekh Company Secretary (w.e.f 01.08.2014) 2.78 0.03 0.29
Ms. Ashima Bonadha Company Secretary (upto 16.06.2014) 1.33 0.02 0.14
Total 111.63 1.27 11.79

*excluding sitting fees paid during the financial year 2014-15

vii. The market capitalization as on 31st March 2015 was 62.59 crores andwas 29.51 crores as on 31st March 2014. The price earnings ratio of theCompany was 6.61 as at 31st March 2015 and was 4.08 as at 31stMarch 2014. The Company has not made any public offer in the recent past and accordinglycomparison of Public Offer Price and current market price of the Company's shares will notbe relevant.

viii. Average percentage increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e. 2014-15 and its comparison with theincrease in the managerial remuneration for the same financial year.

(Rs. in lacs)
Remuneration paid to employees excluding managerial personnel for the FY 2013-14 Remuneration paid to employees excluding managerial personnel for the FY 2014-15 % change in remuneration paid to employees excluding managerial personnel Remuneration paid to managerial personnel for the FY 2013-14 Remuneration paid to managerial personnel for the FY 2014-15 (%) change in remuneration paid to managerial personnel
37493843 44419332 18.47 9672000 9804000 1.36

ix. The key parameters for any variable component of remuneration availed by theDirectors are approved by the Board of Directors based on the recommendation of Nominationand Remuneration Committee.

x. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: There are no such cases wherein any employee received remuneration inexcess of the highest paid Director.

xi. It is affirmed that the Remuneration paid is as per the Remuneration Policy of theCompany.

ANNEXURE10

Particulars of conservation of energy technology absorption foreign exchange earningsand outgo as prescribed in Rule 8(3) of the Companies (Accounts) Rules 2014.

A. CONSERVATION OF ENERGY

Your Company has always been conscious of the need to conserve energy and reduce thecost of production. Upgraded new Chillers have been installed in the core production areaswhich not only provide increased cooling efficiency for controlled areas but are alsoenergy saving.

B. TECHNOLOGY ABSORPTION Research and Development (R&D)

(a) Specific areas in which Research and Development is carried out by the Company:

R & D has been carried out in areas of:-

1. Improvement on product quality

2. Innovation in manufacturing process to increase yields and reduce reaction time toenhance productivity

(b) Benefits derived as a result of above R & D: R&D efforts at BrooksLaboratories Ltd. have yielded positive results which can be measured from the fastgrowth of the Company both in terms of turnover and penetration of geographies.

Generation of Intellectual wealth: Key inventions/ technologies for drug substancesynthesis were protected by filing patent applications.

Your Company was able to improve the quality of existing products and develop customerspecific materials with stringent specifications gaining an edge over competition andpenetrating global markets.

Technology Absorption Adaptation and Innovation

1. Efforts in brief made towards technology absorption adaptation and innovation:

• Setting up of a new project in Gujarat with world class facilities andinfrastructure for development of cost competitive active pharmaceutical ingredients anddrug products.

• State-of-the-art development laboratories.

• Further enhancement of technological expertise in the field of complexformulations' manufacturing.

2. Benefits derived as a result of the above efforts:

• These initiatives will result in development of cost effective activepharmaceutical ingredients.

• Speedy introduction of difficult-to-formulate products in all markets uponapproval.

• Reduction of raw material cost time cycle and increased productivity.

Imported Technology: Nil

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings: Nil

Foreign Exchange Outgo:

Raw Material - US $ 1715250

Capital Goods - Euro 12500

For and on Behalf of the Board
For Brooks Laboratories Limited
Atul Ranchal
Place: Mumbai Chairman
Date: 03.09.2015 (DIN: 01993861)