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Brooks Laboratories Ltd.

BSE: 533543 Sector: Health care
NSE: BROOKS ISIN Code: INE650L01011
BSE 00:00 | 28 Feb 22.65 -1.45
(-6.02%)
OPEN

23.20

HIGH

24.10

LOW

22.25

NSE 00:00 | 28 Feb 22.60 -1.50
(-6.22%)
OPEN

23.25

HIGH

23.95

LOW

22.00

OPEN 23.20
PREVIOUS CLOSE 24.10
VOLUME 3701
52-Week high 52.86
52-Week low 18.39
P/E
Mkt Cap.(Rs cr) 56
Buy Price 22.55
Buy Qty 146.00
Sell Price 23.70
Sell Qty 100.00
OPEN 23.20
CLOSE 24.10
VOLUME 3701
52-Week high 52.86
52-Week low 18.39
P/E
Mkt Cap.(Rs cr) 56
Buy Price 22.55
Buy Qty 146.00
Sell Price 23.70
Sell Qty 100.00

Brooks Laboratories Ltd. (BROOKS) - Auditors Report

Company auditors report

To the Members of Brooks Laboratories Limited Report on the Audit of the Ind ASFinancial Statements Opinion

We have audited the accompanying Ind AS financial statements of Brooks LaboratoriesLimited ("the Company") which comprise the balance sheet as at 31stMarch 2019 and the statement of Profit and Loss (Including Other Comprehensive Income)statement of cash flows and statement of changes in equity for the year then ended andnotes to the financial statements including a summary of significant accounting policiesand other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Ind AS financial statements give the information required bythe Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at March 31 2019 and profit/loss (Financial performance including other comprehensiveincome) its cash flows and changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

1. Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters.

2. We have determined that there are no key audit matters to be communicated in ourreport

Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors are responsible for the other information. The otherinformation comprises the information included in the Management Discussion and AnalysisBoard's Report and Report on Corporate governance but does not include the financialstatements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.

In connection with our audit of the Ind AS financial statements our responsibility isto read the other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained during thecourse of our audit or otherwise appears to be materially misstated. If based on the workwe have performed we conclude that there is a material misstatement of this otherinformation we are required to report that fact. We have nothing to report in thisregard.

Responsibilities of Management and Those Charged with Governance for the Ind ASFinancial Statements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese financial statements that give a true and fair view of the financial positionfinancial performance including other comprehensive income cash flows and changes inequity of the Company in accordance with the Ind AS and accounting principles generallyaccepted in India including the Ind AS specified under section 133 of the Act. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror. In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Ind AS Financial Statements

1. Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.

2. As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also :

Identify and assess the risks of material misstatement of the financial statementswhether due to fraud or error design and perform audit procedures responsive to thoserisks and obtain audit evidence that is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. Under section 143(3)(i) of theCompanies Act 2013 we are also responsible for expressing our opinion on whether thecompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.

Conclude on the appropriateness of management's use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

Evaluate the overall presentation structure and content of the financial statementsincluding the disclosures and whether the financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.

3. We communicate with those charged with governance regarding among other mattersthe planned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

4. We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

5. From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Companies Act 2013 we give in the Annexure "A" a statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extent applicable.

2 As required by Section 143(3) of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

(c) The financial statements dealt with by this Report are in agreement with the booksof account.

(d) In our opinion the aforesaid financial statements comply with the Ind AS asspecified under Section133 of the Act read with Rule 7 of the Companies (Accounts) Rules2014.

(e) On the basis of the written representations received from the directors as on 31stMarch 2019 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2019 from being appointed as a director in termsof Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B".

(g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us: i. TheCompany has disclosed the impact of pending litigations on its financial position in itsfinancial statements – Refer

Note 33 to the financial statements; ii. The Company did not have any long-termcontracts including derivative contracts for which there were any material foreseeablelosses. iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

3. In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under Section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under Section 197(16) which arerequired to be commented upon by us.

For S G C O & Co. LLP
Chartered Accountants
Firm's Registration No. 112081W / W100184
Sd/-
Suresh Murarka
Place: Mumbai Partner
Date: 29th May 2019 Mem. No. 44739

Annexure "A" to Independent Auditor's Report

Annexure "A" referred to in Paragraph 1 of "Report on Other Legal andRegulatory Requirements" of our Report of even date on the accounts of BrooksLaboratories Limited for the year ended 31st March 2019.

As required by the Companies (Auditors Report) Order 2016 and according to theinformation and explanations given to us during the course of the audit and on the basisof such checks of the books and records as were considered appropriate we report that: (i)a) The company has maintained proper records showing full particulars includingquantitative details and situation of its fixed assets. b) As explained to us the fixedassets have been physically verified by the management in accordance with a phasedprogramme of verification which in our opinion is reasonable considering the size of thecompany and the nature of its assets. In accordance with this program certain fixed assetswere verified during the year. The frequency of verification is reasonable and nodiscrepancies have been noticed on such physical verification. c) According to theinformation and explanations given to us and on the basis of our examination of records ofthe Company the title deeds of immovable properties are held in the name of the Company.

(ii) The inventories have been physically verified by the management during the year atreasonable intervals. Discrepancies noticed on physical verification of inventories ascompared to book records were not material and have been properly dealt with in the booksof accounts.

(iii) a) During the year the Company has not granted any Loan secured or unsecured toany party covered in the registered maintained under section 189 of the Companies Act2013. b) In view of our comments in para (iii) (a) above clauses 3 (iii) (a) (b) and (c)of the said Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanation given to ussection 185 of the Companies Act 2013 is not applicable since the Company has notgranted any loan during the year. With regards to investments in securities of other bodycorporates the Company has complied with the provisions of section 186 of the CompaniesAct 2013. (v) The Company has not accepted any deposits from the public.

(vi) As per explanation & information given to us the Company has maintainedproper cost records pursuant to the rules prescribed by the Central Government for themaintenance of cost records under section 148 (1) of the Companies Act 2013. However thesame have not been reviewed by us.

(vii) a) According to the records of the Company amount deducted/accrued in the booksof accounts in respect of the undisputed statutory dues including Provident FundEmployee's State Insurance Income tax Goods and Services Tax Duty of Customs Cess andother Statutory Dues to the extent applicable to the Company have been regularlydeposited with the appropriate authorities. According to the information and explanationsgiven to us there are no undisputed amount payable in respect of such statutory dueswhich have remained outstanding as at 31st March 2019 for a period more thansix months from the date they became payable. b) According to the information andexplanations given to us disputed dues of Income Tax Goods and Services Tax and Duty ofCustom which have not been deposited on account of disputes with the related authoritiesare as under.

Nature Liability of Amount (Rs. in lacs) Stay Amount Paid (Rs. in lacs) Period to which matter pertains Forum at which dispute is pending
Income Tax 1400.72 291.39 A.Y 2012-13 Commissioner of Income Tax – Appeals
339.51 101.00 A.Y 2013-14 Commissioner of Income Tax – Appeals
142.85 21.45 A.Y 2014-15 Commissioner of Income Tax – Appeals
0.68 - A.Y 2015-16 Commissioner of Income Tax – Appeals
73.45 51.45 A.Y 2016-17 Commissioner of Income Tax – Appeals

(viii) In our opinion and according to the information and explanation given to us theCompany has not defaulted in repayment of its dues to banks and financial institution. TheCompany did not have any outstanding dues to debenture holders during the year. (ix)According to the information & explanations given to us the Company has not raisedany money by way of initial public offer or further public offer (including debtinstruments) or term loans during the year.

(x) According to the information & explanations given to us no fraud by thecompany or on the company by its officers or employees has been noticed or reported duringthe course of our audit.

(xi) According to the information and explanation given to us and based on ourexamination of the records of the Company the Company has paid / provided for managerialremuneration in accordance with requisite approvals mandated by the provisions of section197 read with Schedule V to the Act. (xii) In our opinion and according to the informationand explanations given to us the Company is not a Nidhi Company. Accordingly paragraph 3(xii) of the Order is not applicable (xiii) According to the information and explanationgiven to us and based on our examination of the records of the Company the Company hasnot entered into any transactions with related parties in terms of section 177 and 188 ofthe Act. Accordingly paragraph 3 (xiii) of the Order is not applicable.

(xiv) The Company has made preferential allotment of convertible warrants during thisyear. The requirement of Section 42 of Companies Act 2013 has been complied with and theamount raised have been used for the purpose for which the funds were raised.

(xv) According to the information and explanation given to us and based on ourexamination of the records of the Company the Company has not entered into any non-cashtransactions with the directors or persons connected with him. Accordingly paragraph 3(xv) of the Order is not applicable (xvi) In our opinion and according to the informationand explanation given to us the Company is not required to be registered under section45-IA of the Reserve Bank of India Act 1934.

For S G C O & Co. LLP
Chartered Accountants
Firm's Registration No. 112081W/W100184
Sd/-
Suresh Murarka
Place: Mumbai Partner
Date:29th May 2019 Mem. No. 44739

Annexure "B" to the Independent Auditor's Report of even date on thefinancial statements of Brooks Laboratories Limited for the year ended 31stMarch 2019.

Report on the Internal Financial Controls under Clause (i) of Sub-section3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of BrooksLaboratories Limited ("the Company") as of March 31 2019 in conjunction withour audit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls basedon the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India.These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial informationas required underthe Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed undersection143 (10) of the Companies Act 2013 to the extent applicableto an audit of internal financial controls both applicable to an audit of InternalFinancial Controls and both issued by the Institute of Chartered Accountants of India.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2019 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For S G C O & Co. LLP
Chartered Accountants
Firm's Registration No. 112081W/W100184
Sd/-
Suresh Murarka
Place: Mumbai Partner
Date:29th May 2019 Mem. No. 44739