The Board of Directors of your Company has pleasure in presenting the 22nd Annual Report on the affairs of the Company together with the Standalone and Consolidated Financials Audited Accounts of the Company for the year ended 31st March, 2024.
The Financial Results for the year are as under: -
Rs. (in lakhs)
PARTICULARS
STANDALONE
CONSOLIDATED
2023-24
2022-23
During the year, on standalone basis your Company has achieved a turnover of Rs.79.49 crores and the Company has incurred a net profit after tax and depreciation of Rs. 1.48 crores as compared to loss of Rs. 8.22 Crores in the previous year.
The company's standalone turnover experienced a significant 43.12% surge in FY 2023-24, reaching Rs. 7,948.61 lakhs. This growth was driven by a robust increase of 38.64% in domestic sales to Rs. 1,809.23 lakhs and a remarkable expansion of 111.01% in exports to Rs. 742.65 lakhs. The company's impressive performance underscores its effective market strategies, operational efficiency, and successful expansion initiatives, positioning it for continued growth and future success in both domestic and international markets.
In view of the financial constraints during the year, the Board of Directors has not recommended any dividend for this year.
The Company has not transferred any amount to reserves and not withdrawn any amount from the reserves.
During the financial year 2023-24, the Company has not accepted any deposits from the public within the provisions of Chapter V of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
The Authorised Share Capital of the Company is 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. The paid up share capital of the Company at the beginning of the year was Rs. 24,70,28,120 (Rupees Twenty Four Crores Seventy lakhs Twenty Eight Thousand and One Hundred and Twenty Only) consisting of 24702812 Equity Shares of Rs. 10/- (Rupees Ten) each.
During the year under review, the Company issued 15,43,926 equity shares with a face value of Rs. 10/- each for cash at a price of Rs. 75.00/- per equity share (including a premium of Rs. 65.00 per equity share) for an amount aggregating Rs. 1,157.94 lakhs on rights basis in the ratio of 1 rights equity shares for every 16 fully paid up equity shares held) by the equity shareholders.
The paid up share capital of the Company at the end of the year i.e as on March 31, 2024 was Rs. 26, 24, 67,380 (Rupees Twenty Six Crores Twenty Four lakhs Sixty Seven Thousand Three Hundred and Eighty Only) consisting of 26246738 Equity Shares of Rs. 10/- (Rupees Ten) each.
During the year, there was no change in the nature of business of the Company.
There 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.
There was no revision in Financial Statement or the Report in respect of any of the three preceding financial years.
In accordance with the provisions of Section 152 of the Companies Act, 2013, Dr. Durga Shankar Maity (DIN: 03136361), Whole Time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
During the year under review, Mrs. Kaushalya Singh resigned as Whole Time Director on 23rd August 2023 and Mr. Bhushan Singh Rana was appointed as Additional Whole Time Director on 23rd August 2023. Subsequently, the appointment of Dr. Durga Shankar Maity and Bhushan Singh Rana was approved by shareholders in the 21st Annual General Meeting.
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.
There is no significant and material order passed by the regulators or courts or tribunals during the financial year 2023-24 that impacts the going concern status and company's operations in future.
During the year under review,
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.
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.
Harmonious employees' relations prevailed throughout the year. Your Directors place on record their appreciation to all employees for their hard work and dedication.
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.
The details pertaining to composition of Committees are included in the Corporate Governance Report in Annexure 2, which forms part of this Annual Report.
All the recommendations of Audit Committee were accepted by the Board of Directors.
Pursuant to the requirements of the Companies Act, 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.
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:
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.
There is no fraud reported by the Auditor.
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, 2024 is available on the website of the Company at www.brookslabs.net.
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 17th Annual General meeting held on 25th September, 2019 to hold office from the conclusion of 17th Annual General Meeting of the Company till the conclusion of 22nd Annual General Meeting of the Company. They have completed 10 years as Statutory Auditors of the Company. Hence, it is proposed to appoint M/s. DMKH & Co. Chartered Accountants (Firm Registration Number: 116886W) as Statutory Auditor of the Company, for a period of 5 years, to hold from forthcoming AGM til AGM in the year 2029.
Accordingly, an item for appointment of M/s. DMKH & Co. Chartered Accountants (Firm Registration Number: 116886W) as Statutory Auditors of the Company is being placed at the ensuing AGM for the approval of the members. Information regarding proposed appointment is given in the Notice of AGM. The Board recommended their appointment to the members in the Board meeting dated August 14, 2024.
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.
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 31st 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.
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 31st March, 2024.
The Secretarial Audit Report (Form MR-3) is given as Annexure 4 to this Directors' Report. The said Report contains no remarks/observations.
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. 65 crores in favour of Brooks Steriscience Limited under the provisions of Section 186 of the Companies Act, 2013.
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(b) 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.
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.
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 Annexure 9 to the Company for the financial year 2023-24.
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.
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.
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 and the Chairman on the parameters of effectiveness and to assess the quality, quantity and timeliness of the flow of information between the Management and the Board. Mrs. Sonia Gupta was appointed as the Lead Director to oversee the evaluation process at the meeting of the Independent Directors.
The Company complied with all mandatory secretarial standards as issued by The Institute of Company Secretaries of India.
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.
The Company has not failed to complete or implement any corporate action within the specified time limit.
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.
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.
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 Bhushan Singh Rana Durga Shankar Maity
Date: 21.08.2024 Whole Time Director Whole Time Director DIN: 10289384 DIN: 03136361