The Board of Directors of your Company has pleasure in presenting the
21 Annual Report on the affairs of the Company together with the Standalone and
Consolidated Financials Audited Accounts of the Company for the year ended 31+ March,
2023.
1. Financial Results
The Financial Results for the year are as under: -
Rs. {in lakhs)
PARTICULARS |
STANDALONE |
CONSOLIDATED |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Turnover |
5553.80 |
7696.72 |
6320.46 |
9118.46 |
Other Income |
10.72 |
94.76 |
20.34 |
80.17 |
Total Income |
5564.52 |
7791.48 |
6340.80 |
9198.63 |
Expenditure |
6135.23 |
7509.28 |
8962.29 |
10543.63 |
Profit before Depreciation, Interest &
Tax (PBDIT) |
(570.71) |
282.20 |
(2621.49) |
(1345.00) |
Financial Expenses (Interest) |
76.67 |
66.97 |
218.32 |
309.69 |
Profit before Depreciation and Tax (PBDT) |
(647.38) |
215.23 |
(2839.81) |
(1654.69) |
Depreciation and Amortization |
171.74 |
148.63 |
702.68 |
735.07 |
Profit before Tax (PBT) |
(819.12) |
66.60 |
(3542.49) |
(2389.76) |
Extraordinary items Gain / (Loss) |
- |
- |
35.67 |
- |
Net OCI Impact Gain / (Loss) |
(3.29) |
12.66 |
(3.29) |
- |
Share of Profit / (Loss) of Associate |
- |
- |
(330.99) |
- |
Income Tax net of MAT credit Income /
(Expense) |
- |
- |
732.40 |
458.51 |
Profit after Tax |
(822.41) |
79.26 |
(3108.7 |
(1931.25) |
Earnings per Share (in Rs.) |
(3.32) |
0.27 |
(12.57) |
(7.82) |
2. Performance of the Company
During the year, on standalone basis your Company has achieved a
turnover of Rs.5553.80 lakhs and the Company has incurred a net loss after tax and
depreciation of Rs. 822.41 lakhs as compared to loss of Rs. 79.26 lakhs in the previous
year.
3. Operations during the year
It has been a challenging year marked by factors such as the
Russia-Ukraine conflict, supply chain disruptions, and volatile API prices, all of which
contributed to a period of contraction. In response, we are actively concentrating our
efforts on expanding our presence in the domestic and international market. This entails
leveraging our in-house marketing team's capabilities, introducing a new products,
and securing additional international approvals. Furthermore, our joint venture company,
Brooks Steriscience Limited, has achieved a notable milestone by securing approval from
the U.S. Food and Drug Administration (FDA) for Meropenem for Injection. As a result, we
have commenced product supply, marking a significant step forward in our international
endeavours.
4. Dividends
In view of the financial constraints during the year, the Board of
Directors has not recommended any dividend for this year.
5. Reserves
The Company has not transferred any amount to reserves and not
withdrawn any amount from the reserves.
6. Deposits
During the financial year 2022-23, the Company has not accepted any
deposits from the public within the provisions of ChapterV 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 31% March, 2023
was Rs. 2470.28 lacs. During the year under review, the Authorised Share Capital of the
Company was increased from Rs. 25,00,00,000/- (Rupees Twenty Five Crores Only) consisting
of 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs.
30,00,00,000/- {Rupees Thirty Crores Only) consisting of 3,00,00,000 (Three Crores) Equity
Shares of Rs. 10/- (Rupees Ten) each. Change in the nature of business, if any During the
year, there was no change in the nature of business of the Company. Material changes and
commitments, if any, affecting the financial position of the company which have occurred
between the end of the financial year of the company to which the financial statements
relate and the date of the report. They have been no material changes and commitments,
affecting the financial position of the Company which have occurred between the end of the
financial year of the Company to which the financial statements relate and the date of the
report. 10. Details of revision of Financial Statement or the Report There was no revision
in Financial Statement or the Report in respect of any of the three preceding financial
years. 11. List of all Credit Ratings
Rating Agency |
Instrument Type |
Rating |
Remarks |
CARE Rating Limited |
|
Long Term Bank Facilities Short Term Bank
Facilities |
|
CARE BB-; Stable {Double B Minus; Outlook:
Stable) |
CARE A4 |
This rating is as on 31% March, 2023. |
|
12. Changes in Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 of the Companies Act,
2013, Mr. Jitendra Pratap Singh (DIN: 09796568), Whole Time Director of the Company
retires by rotation at the ensuing Annual General Meeting and being eligible, offers
himself for re-appointment. Mr. Jitendra Pratap Singh (DIN: 09796568) and Mrs. Kaushalya
Singh (DIN: 09244596) were appointed as Additional Director and Whole Time Director on 23
November 2022 by Board of Directors and the appointment was subsequently approved by
shareholders through Postal ballot on 28" December 2022. Mr. Atul Ranchal {Director
and Chairman) and Mr. Rajesh Mahajan {Managing Director) of the Company resigned from the
Board from 23 November 2022. Ms. Jai Vaidya member of The Institute of Company Secretary
of India was appointed as Company Secretary cum Compliance Officer of the Company on 23
November 2022. Mr. Manpreet Singh Narco resigned as Whole Time Director on July 7, 2023
and Mrs Kaushlaya Singh resigned as Whole Time Director on August 23, 2023. Dr. D.S.Maity
was appointed as Additional Director on July 7, 2023 also Mr. Bhushan Singh Rana was
appointed as Additional Director on August 23, 2023 for term till Ensuing Annual General
Meeting. 14. Statement on declaration given by the Independent Directors As required under
Section 149 (7) of the Companies Act, 2013, all the Independent Directors have given their
respective declarations that they meet the criteria of independence as specified in
Section 149 (6) of the Companies Act, 2013. The Independent Directors have complied with
the Code of Conduct for Independent Directors as prescribed in Schedule IV of the
Companies Act, 2013. They have also given the affirmation for complying the Code of
Conduct as formulated by the Company for Directors and Senior Management personnel. 15.
Details of significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and company's operations in future There is no
significant and material order passed by the regulators or courts or tribunals during the
financial year 2022-23 that impacts the going concern status and company's operations
in future.
16. Details of Subsidiary/Joint Ventures/Associate Companies During the
year under review,
1) Your Company's holding in Brooks Steriscience Limited reduced
from 73.33% to 49% as on 31% March, 2023. The Company is now holding 49% in Brooks
Steriscience Limited and hence, Brooks Steriscience Limited becomes an Associate Company
of Brooks Laboratories Limited.
2) Your Companyis holding 44.33% shares in SteriBrooks Penems Pvt. Ltd.
on 31% March, 2023. Hence, SteriBrooks Penems Pvt. Ltd. becomes an Associate Company of
Brooks Laboratories Limited. 17. Corporate Governance Report and Management Discussion
& Analysis Your Company is committed to good corporate governance practices. The
Report on Corporate Governance is given in Annexure 2 and Management Discussion &
Analysis provided in Annexure 1, as stipulated in Regulation 34 of listing Regulations
forms part of this Director's Report. 18. Corporate Social Responsibility The Company
has constituted a Corporate Social Responsibility Committee in accordance with 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 the Companies {Social Responsibility
Policy) Rules, 2014, is given in Annexure 3 to this Directors' Report. The Policy is
disclosed on the Company's website: www.brookslabs.net. 19. Human Resources
Harmonious employees' relations prevailed throughout the year. Your Directors place
on record their appreciation to all employees for their hard work and dedication. 20.
Number of Meetings of the Board The details of the number of meetings of the Board and
other Committees are given in the Corporate Governance Report in Annexure 2 which forms a
part of this Annual Report. 21. Composition of Committees The details pertaining to
composition of Committees are included in the Corporate Governance Report in Annexure 2,
which forms part of this Annual Report. 22. Recommendations of Audit Committee All the
recommendations of Audit Committee were accepted by the Board of Directors. 23. Vigil
Mechanism Pursuant to the requirements of the CompaniesAct, 2013, the Company has
established Vigil mechanism/Whistle Blower Policy for directors and employees to report
genuine concerns about unethical behavior, actual or suspended fraud or violation of the
Company's Code of Conduct or ethics policy. The vigil mechanism provides for adequate
safeguards against victimization of persons who use such mechanism and make provision for
direct 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. 24.
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 31% March, 2023, the applicable accounting standards had been followed along
with proper explanation relating to material departures; b. the Directors had selected
such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31% March, 2023 and of the profit of the Company for that period; c.
the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities; d. the Directors had prepared the annual accounts on a going concern
basis; o the Directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; f. the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively. 25. Internal Financial Controls related to financial statement The Company
has in place adequate internal financial controls related to financial statement. During
the year, such controls were tested and no reportable material weaknesses in the design or
operation were observed. 26. Fraud Reported by Auditor There is no fraud reported by the
Auditor. 27. Extract of Annual Return Pursuant to the provisions of Section 134(3){a) of
the Companies Act, 2013, the extract of Annual Return for the financial year ended March
31, 2023 is available on the website of the Company at www.brookslabs.net. 28. Statutory
Auditors M/s. SGCO & Co. LLP, Chartered Accountants, Mumbai, were re-appointed as the
Statutory Auditors of the Company for a second term of 5(five) consecutive years at the
17" Annual General meeting held on 25% September, 2019 to hold office from the
conclusion of 17" Annual General Meeting of the Company till the conclusion of
22" Annual General Meeting of the Company. The Report given by the Statutory Auditors
on the financial statement of the Company is part of the Annual Report. There has been no
qualification, reservation, adverse remark or disclaimer given by the auditors in their
Report. 29. Cost Auditors Pursuant to the provisions of section 148(3) of the Companies
Act, 2013, the Board has appointed M/s. Balwinder Singh
& Associates (Firm Reg. No. 000201), Cost Accountants, F-125, Phase
VIII B, Industrial Area, Mohali- 160071, as the Cost Auditors of the Company to conduct an
audit of the cost records of bulk drugs and formulations, maintained by the Company for
the financial year ending 31% March, 2024. The Board has approved the remuneration payable
to the Cost Auditors subject to ratification of the Members at the forthcoming Annual
General Meeting. The Cost Audit Reports would be submitted to the Central Government
within the prescribed time. 30. 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 engaged the services of M/s. Sharma Sarin and
Associates, Company Secretaries in practice, Chandigarh, to conduct the Secretarial Audit
of the Company for the financial year ended 31 March, 2023. The Secretarial Audit Report
(Form MR-3) is given as Annexure 4 to this Directors' Report. The said Report
contains remarks/ observations as mentioned below:
1. Fines imposed by stock exchanges under Regulation 17(1) of of SEBI
{Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing
Regulations') for Non-compliance with the requirements pertaining to composition of
Board of Directors received by email dated 21.02.2022. Management reply-
. Company has made the payment of the penalty imposed by the exchanges
for non- compliance on 18th July 2022.
= The board members decided that now the Company will be extra cautious
regarding the compliances applicable on the Company and will not repeat the same in
future. 31. Particulars of Loans, Guarantees or Investments Details of Investments covered
under the provisions of Section 186 of the Companies Act, 2013 is given in the Note No. 4
of the Notes to the Standalone Financial Statement. The Company has given Corporate
Guarantee of Rs. 12.39 crores in favour of Brooks Steriscience Limited under the
provisions of Section 186 of the Companies Act, 2013.
32. Contracts and arrangements with Related Parties
All transactions of the Company with Related Parties are in the
ordinary course of business and at arm's length. Information about the transactions
with Related Parties is presented in Note No. 36 in Notes to the Accounts. Form AOC - 2
pursuant to the provisions of Section 134 (3) (h) of the Companies Act, 2013, read with
Rule 8 (2) of the Companies (Accounts) Rules, 2014 is given as Annexure 7 to this
Directors' Report.
33. Risk Management Policy The Company does not have any Risk
Management Committee due to the non-applicability of the provisions of Regulation 21 of
the Listing Regulations, whereas the Company has Risk Management Plan. Business Continuity
Plans are periodically reviewed and tested to enhance their relevance. The Risk Management
Framework covering business, operational and financial risk is being continuously reviewed
by the Audit Committee. At present, in the opinion of the Board of Directors, there are no
risks which may threaten the existence of the Company.
34. Disclosure pursuant to Section 197 of the Companies Act, 2013 read
with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014. The information required pursuant to Section 197 of the Companies Act, 2013 read
with Rule 5(1) of the Companies {Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is given in Annexure 8 to this Directors' Report. The Statement pursuant
to Rule 5(2) and 5(3) of the Companies {Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is not applicable to the Company for the financial year 2022-23.
36. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo The Statement of conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required prescribed in Rule 8(3) of the Companies
(Accounts) Rules, 2014 is given in Annexure 5 to this Directors' Report.
37. Policy on appointment and remuneration of Directors The Nomination
and Remuneration Committee of the Company has recommended to the Board a Policy relating
to the remuneration for Directors, Key Managerial Personnel and other employees including
the criteria for determining the qualification, positive attributes and independence of a
Director, as required under Section 178(1) of the Companies Act, 2013 which was adopted by
the Board. A brief detail of the policy is given in the Corporate Governance Report in
Annexure 2 which forms a part of this Annual Report. The Policy is disclosed on the
Company's website: www.brookslabs.net.
38. Evaluation of Performance of Board, its Committees and Individual
directors During the year, a meeting of the Independent Directors was held to review the
performance of the non-independent Directors and the Board as a whole on the parameters of
effectiveness and to assess the quality, quantity and timeliness of the flow of
information between the Management and the Board. Mr. Deepak Mahajan was appointed as the
Lead Director to oversee the evaluation process at the meeting of the Independent
Directors.
39. Compliance with Secretarial Standards The Company has complied the
applicable Secretarial Standards as listed below- a. SS-1 on Meetings of the Board of
Directors b. S$S-2 on General Meeting c. S5-3 on Dividend (Company has not declared any
Dividend since 2012) d. SS-4 on Report of the Board of Directors
40. Corporate Insolvency Resolution Process initiated under the
Insolvency and Bankruptcy Code, 2016 (IBC) There is no such application filed for
corporate insolvency resolution process, by a financial or operational creditor or by the
company itself under the IBC before the NCLT.
41. Failure to implement any Corporate Action The Company has not
failed to complete or implement any corporate action within the specified time limit.
42. Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013
The Internal Complaint Committee under the Sexual Harassment of Women
at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been formed. There
is nil case filed and disposed as required under the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
43. Listing with Stock Exchanges
Your Company is presently listed with BSE Limited (BSE) and National
Stock Exchange of India Limited (NSE). The details of trading, listing fees etc. are given
in the Corporate Governance Report.
44. Acknowledgement
Your Directors are pleased to place on record their sincere gratitude
to the Central Government, State Government(s), Financial Institutions, Bankers and
Business Constituents for their continuous and valuable co-operation and support to the
Company. They also take this opportunity to express their deep appreciation for the
devoted and sincere services rendered by the employees at all levels of the operations of
the Company during the year.
For Brooks Laboratories Limited
|
sd/- |
sd/- |
Place: Baddi |
Kaushalya Singh |
Jitendra P. Singh |
Date: 23.08.2023 |
Whole Time Director |
Whole Time Director |
|
DIN: 09244596 |
DIN: 09796568 |
|