The Directors have pleasure in presenting the 34th Annual Report of yourCompany on the business & operations and Audited Statement of Accounts for the yearended 31st March 2019 along with the Auditor's Report
The Standalone Financial Results of the Company for the year ended 31stMarch 2019 are as follows:
(Rs. in lakhs)
|Particulars ||Year Ended 31.03.2019 ||Year ended 31.03.2018 |
|Revenue from Operations ||6591.68 ||5587.34 |
|Profit before Depreciation & Interest ||186.44 ||202.94 |
|Interest ||2.72 ||3.68 |
|Depreciation ||3.19 ||3.16 |
|Profit/(Loss) before Tax ||180.53 ||196.10 |
|Provision for Income Tax ||39.99 ||73.97 |
|Creation of Deferred Tax Assets/(Deferred Tax Liabilities written back) ||1.71 ||(3.28) |
|Net Profit/(Loss) from continuing operations ||138.81 ||125.41 |
|Extraordinary and exceptional items ||- ||- |
|Profit/(Loss) for the year ||138.81 ||125.41 |
|Profit/Loss brought forward ||215 ||125.69 |
|Adjustment of Dep. In acc. with sch. II of Companies Act 2013 ||- ||- |
|Amount available for Appropriation ||353.81 ||251.11 |
|Dividend on Equity Shares || ||30.00 |
|Tax on Distributed Profits on Equity ||- ||6.11 |
|Transfer to General Reserve ||- ||- |
|Balance carried to Balance Sheet ||353.81 ||215 |
DIVIDEND & RESERVES
In order to meet the working capital requirements of the Company no Dividend has beenrecommended. During the period under review no amount was transferred to General Reserve.
REVIEW OF OPERATIONS/ KEY HIGHLIGHTS
During the period under consideration the Company's revenue from operations were Rs.6591.68 Lakhs and itearnedprofitbeforetaxofRs.180.53Lakhs.Itisapparentfromthefinancialsshownabovethattheprofitbeforetaxof the Company has declined approximately 7.94% in comparison with the previous year. TheCompany is dealing in Critical Care range of Products alongwith other Pharmaceuticalproducts and exporting the pharmaceutical goods in the overseas. In the coming yearmanagement focus shall continue to be on expanding specialty and improving internalefficiencies.
STATEMENT OF AFFAIRS
The company is aggressively making efforts in enhancing the export sale as a result ofwhich the sale and profits of the company have been constant in the previous Financialyear. In the current year also the company is expecting exceptional growth in theturnover and profits of the company.
Your Company has no unclaimed / unpaid matured deposit or interest due thereon. YourCompany has not accepted any deposits covered under Chapter V - Acceptance ofDeposits by Companies' under the Companies Act 2013 during the financial year ended March31 2019.
The Authorized Share Capital of the Company as on March 31 2019 stands at Rs.45000000/- divided into 4500000 equity shares of Rs. 10/- each. The Paid up EquityShare Capital as at March 31 2019 stood at Rs. 30003000/- divided into 3000300equity shares of Rs. 10/- each and the Subscribed and Paid-up Share Capital is Rs.30003000/- divided into 3000300 equity shares of Rs. 10/- each fully paid-up.
During the year under review the Company has not issued shares with differentialvoting rights nor has granted any stock options or sweat equity. As on March 31 2019none of the Directors of the Company hold instruments convertible into equity shares ofthe Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors and KMP appointed or ceased during the year
The composition of the Board is in conformity with Regulation 17 of the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 and the relevant provisionsof the Companies Act 2013. All the Directors possess the requisite qualifications andexperience in general corporate Management finance banking and other allied fieldswhich enable them to contribute effectively to the Company in their capacity as Directorsof the Company.
|Name ||Designation ||Date of Appointment ||Date of Cessation |
|Mr. Brij Raj Gupta ||Managing Director ||07.11.1985 ||- |
|Mrs. Brij Bala Gupta ||Director ||24.11.2004 ||- |
|Mr. Arun Mudgal ||Independent Director ||23.09.2017 ||- |
|Mr. Subhash Chander ||Independent Director ||10.11.2017 ||- |
|Mrs. Kanta Takkar ||Independent Director ||10.11.2017 ||- |
|Mrs. Rati Garg ||Chief Financial Officer (CFO) ||13.08.2016 ||- |
|Ms. Mamta Surkali ||Company Secretary ||15.03.2017 ||05.11.2018 |
|Ms. Priyanka Sharma ||Company Secretary ||01.01.2019 ||- |
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 Mrs. Brij Bala Gupta Director appointed on 24th November2004 being longest in office would retire at this Annual General Meeting.
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have submitted their disclosure to the Board that theyfulfill all the requirements as to qualify for their appointment as an IndependentDirector under the provisions of Section 149 read with Schedule IV of the Companies Act2013. The Board confirms that the independent directors meet the criteria as laid downunder the Companies Act 2013.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
In accordance with the provisions of Schedule IV to the Companies Act 2013 andRegulation 25(3) of SEBI (LODR) 2015 a separate meeting of the Independent Directors ofthe Company was held on 15th March 2019 to discuss the agenda items asprescribed under the applicable laws. The meeting was attended by all IndependentDirectors of the Company.
CHANGE IN NATURE OF BUSINESS
The Company has not undergone any changes in the nature of the business during thefinancial year.
The shareholders of the Company at AGM held on September 1st 2016 hadappointed M/s. Rajiv Udai & Associates Chartered Accountants (Firm Registration No. 18764N)as the Statutory Auditors of the Company for an initial term of 5 years.
Explanation to Auditor's Report
TheReport given by M/s. Rajiv Udai & AssociatesStatutory Auditors on the financialstatement of the Company for the year ended March 2019 is part of the Annual Report. Thereare no qualification reservation or adverse remark or disclaimer in their Report. Duringthe year under review the Auditors had not reported any matter under Section 143 (12) ofthe Act therefore no detail is required to be disclosed under Section 134 (3)(ca) of theAct.
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 Amit Bansal and associates (Company Secretaries) for financial year 2018-19. A copy ofSecretarial Audit Report from Mr. Amit Bansal for financial year ended March 31 2019 inthe prescribed Form No. MR-3 is annexed to this report as Annexure A.
Explanation to Secretarial Auditor's Report
The Secretarial Auditor have submitted their report confirming compliance by theCompany of all the provisions of applicable laws and does not contain any observationrequiring explanation or comments from the Board under Section 134(3) of the CompaniesAct 2013.
Companies (cost records and audit) (Amendment) Rules 2015 are not applicable on theCompany for the financial year 201819.
M/s Jain Mittal & Co. Chartered Accountants were appointed as Internal Auditorof the Company for the financial year 2018-19.
INTERNAL FINANCIAL CONTROLS
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
The Company's Internal Control Systems are commensurate with the nature of its businessand the size and complexity of its operations. It comprises of audit and compliance byinternal audit checks by M/s Jain Mittal & Co Internal Auditors of theCompany.
The Internal Auditors independently evaluate the adequacy of internal controls andconcurrently audit the financial transactions and review various business processes.Independence of the Internal Auditors and compliance is ensured by the direct report ofInternal Auditors to the Audit Committee of the Board.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(3) read with Schedule V(B) of the Securities of Exchange Board ofIndia (Listing Obligations and Disclosures Requirements) Regulations 2015 is presentedin a separate section forming part of the Annual Report.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
Your company does not have any unlisted/listed subsidiary company or Joint Venture orany Associate Company pursuant to the provisions of the Rule 8 of Companies (Accounts)Rules 2014 therefore no requirement of attachment of Form AOC-1.
The Annual Listing Fee for the year 2018-19 has been paid to those Stock Exchangeswhere the Company's shares are listed.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Sec. 134 (5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability hereby confirm that:
i. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
ii. the directors have selected accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year 2018-19 andof the profit of the company for the year;
iii. 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. the directors have prepared the annual accounts on a going concern basis;
v. 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. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015 compliance with the Corporate Governance provisions specified inregulation 17 to 27 and clause (b) to (i) of the sub-regulation
(2) of regulation 46 and Para C D & E of Schedule V shall not apply to the companyhaving Paid-up Equity Share Capital not exceeding Rs. Ten Crore and Net Worth notexceeding Rs. Twenty Five Crores as on the last day of the previous financial year. ThePaid-up Equity Share Capital of the company is more than the prescribed limit but the Networth is less than the prescribed limit. So the Company is covered under the limit asprescribed in Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015 Although the provisions of Regulation 27 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 are not applicable on our Company but theCompany has duly implemented the system of corporate governance as per the requirements ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Detailreport appears in the Annexure forming part of this report.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy establishing vigil mechanism which isoverseen by the Audit Committee for the genuine concerns expressed by the employees andthe Directors. The Company has also provided adequate safeguards against victimization ofemployees and Directors who express their concerns. The Company has also provided directaccess to the Chairman of the Audit Committee on reporting issues concerning the interestsof employees and the Company. The policy as approved by the Board is uploaded on theCompany's website athttp://www.brawnbiotech.com/wp-content/uploads/2019/04/Whistle-Blower-Policy.pdf.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions or covered underSection 188 of the Companies act 2013. Hence the details of such contracts orarrangements with its related parties are not disclosed in Form AOC-2 as prescribed underthe Companies Act 2013 and the Rules framed thereunder.
The Policy on dealing with related party transactions and on determining materiality ofrelated party transactions as approved by the Board may be accessed on the Company'swebsite at the link http://www.brawnbiotech.com/wp-content/uploads/2019/04/Policy-on-Related-Party-Transaction.pdf
In accordance with provisions of Regulation 21 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company is not required to maintain RiskManagement Committee.
However the Company has a Risk management framework in place to identify assessmonitor and mitigate various risks to the business. This framework seeks to categorizevarious risks implement measures to minimize impact of these risks where it is deemednecessary and possible and a process to monitor them on a regular basis. The riskmanagement policy of the Company as approved by the Board is placed on the website athttp:// www.brawnbiotech.com/wp-content/uploads/2017/01/risk-management-policy.pdf
REMUNERATION POLICY & BOARD EVALUATION
The Companies Act 2013 and SEBI (Listing Obligationsand Disclosure requirements)Regulations 2015 mandates that the Board shall monitor and review the Board evaluationi.e. evaluation of the performance of: (i) the Board as a whole (ii) individual directors(including independent directors and Chairperson) and (iii) various Committees of theBoard. The Performance evaluation was carried out by the Nomination and RemunerationCommittee based on the "Annual Evaluation Framework" prepared by the Committee.
The framework includes the evaluation of directors on various parameters such as:
Board dynamics and relationships
Relationship with stakeholders
Company performance and strategy
Tracking Board and committees' effectiveness
IIn compliance with the Companies Act 2013 and Regulation 17 (10) of the SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 the Board has carried out anevaluation of its own performance Committees and performance of individual Directorsduring the period under review. The aspects covered in the evaluation included thecontribution to and monitoring of corporate governancepractices participation in thelong-term strategic planning and the fulfillment of Directors' obligations and fiduciaryresponsibilities including but not limited to active participation at the Board andCommittee meetings. Schedule IV of the Companies Act 2013 states that the performanceevaluation of independent directors shall be done by the entire Board of Directorsexcluding the director being evaluated. The evaluation involves Self-Evaluation by theBoard Members and subsequent assessment by the Board of Directors. The Board of Directorsexpressed their satisfaction with the evaluation process.
The details of programmes for familiarization of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company at the link: http://www.brawnbiotech.com/wp-content/uploads/2019/04/Familiarization-Programme-for-Independent-Directors.pdf
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors key managerial personnel and senior management of the company.This policy also lays down criteria for selection and appointment of Board Members andrelated matters are put up on the website of the Company at the link:.http://www.brawnbiotech.com/wp-content/uploads/2019/04/Policy-on-Nomination-and-Remuneration.pdf
MEETINGS OF THE BOARD OF DIRECTORS
Five meetings of the Board of Directors were held during the financial year 2018-19i.e. on 29.05.2018 13.08.2018 03.11.2018 28.01.2019 and 11.02.2019. The details of themeetings of the Board held during the financial year 2018-19 forms part of the CorporateGovernance Report.
COMPOSITION OF COMMITTEES AUDIT COMMITTEE
The Board of Directors of the Company has a duly constituted Audit Committee in termsof the provisions of Section177oftheCompaniesAct2013readwiththeRulesframedthereunderandRegulation18oftheListingRegulations.The terms of reference of the Audit Committee has been approved by the Board of Directors.Composition of the Audit Committee number of meetings held during the year under reviewbrief terms of reference and other details have been provided in the Corporate GovernanceReport which forms part of this Annual Report.
The Audit Committee comprises Independent Directors namely Mr. Subhash Chander(Chairman) Mr. Arun Mudgal and Mrs. Kanta Takkar as other members. All therecommendations made by the Audit Committee were accepted by the Board.
NOMINATION AND REMUNERATION COMMITTEE
The Board of Directors constituted a Nomination and Remuneration Committee comprisingthree Non-Executive Independent Directors namely Mr. Subhash Chander (Chairman) Mr. ArunMudgal and Mrs. Kanta Takkar as other members The function of the Nomination andRemuneration Committee includes recommendation of appointment of Whole-time Director(s)/Managing Director/Joint Managing Director and recommendation to the Board of theirremuneration.
A Nomination and Remuneration Committee has been constituted under section 178 of theCompanies Act 2013 for formulization of the criteria for determining qualificationspositive attributes and independence of a director and recommend to the Board a policyrelating to the remuneration for the directors key managerial personnel and otheremployees.
STAKEHOLDER RELATIONSHIP COMMITTEE
The Board of Directors constituted a Stakeholder Relationship Committee comprisingthree Non-Executive Independent Directors namely Mr. Subhash Chander (Chairman) Mr. ArunMudgal and Mrs. Kanta Takkar as other members. The Stakeholder Relationship Committeeinter alia oversees and reviews all matters connected with the investor services inconnection with applications received and shares allotted in the Initial Public Offerstatus of refund account conversion of partly paid shares into fully paid sharesrematerialization and dematerialization of shares and transfer of shares of the Company.
The Committee oversees performance of the Registrar and Transfer Agents of the Companyand recommends measures for overall improvement in the quality of investor services.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return in Form No. MGT 9 as required under Section 92 of theCompanies Act 2013 is included in this Report as Annexure B' and forms anintegral part of this Report. MGT-9 is also available on the website of the Companywww.brawnbiotech.com
PARTICULARS OF EMPLOYEES
The information pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided as per Annexure C'.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
The Company has not given any loan made investment and provided security in terms ofsection 186 of the Companies Act 2013.
PREVENTION OF SEXUAL HARASSMENT
The Company has put in place an Anti- Sexual Harassment mechanism in line with theSexual harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and the rules framed there under. During the year no complaints pertaining to sexualharassment 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 AnnexureD' and is attached to this report.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135 of the Companies Act 2013 every companyhaving net worth of rupees five hundred crore or more or turnover of rupees one thousandcrore or more or a net profit of rupees five crore or more during any financial year shallconstitute a Corporate Social Responsibility Committee of the Board and shall formulate aCorporate Social Responsibility Policy. Your Company is not falling under the purview ofsaid section during the year.
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 state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1 Details relating to deposits covered under Chapter V of the Act.
2 Issue of equity shares with differential rights as to dividend voting or otherwise.
3 Issue of shares (including sweat equity shares/ ESOP) to employees of the Companyunder any scheme.
4 Neither the Managing Director nor the Wholetime Directors of the Companyreceive any remuneration or commission from any of its subsidiaries.
5 No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
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 co-operationduring the year.
On behalf of the Board of Directors
For Brawn Biotech Limited
|PLACE: New Delhi |
|DATE: 13.08.2019 |
|Sd/- ||Sd/- |
|Brij Raj gupta ||Brij Bala gupta |
|(DIN: 00974969) ||(DIN: 00975261) |
|Chairman & Director ||Director |