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.
- Financial Results
The Financial Results for the year are as under: -
Rs. (in lakhs)
|
PARTICULARS
|
STANDALONE
|
CONSOLIDATED
|
|
2023-24
|
2022-23
|
2023-24
|
2022-23
|
| Turnover |
7948.61 |
5553.80 |
7948.61 |
6320.46 |
| Other Income |
95.55 |
11.52 |
95.55 |
21.15 |
| Total Income |
8044.16 |
5565.32 |
8044.16 |
6341.61 |
| Expenditure |
7626.88 |
6135.23 |
7626.88 |
8962.29 |
| Profit before Depreciation, Interest & Tax
(PBDIT) |
417.28 |
(569.91) |
417.28 |
(2620.68) |
| Financial Expenses (Interest) |
84.49 |
76.68 |
84.49 |
218.32 |
| Profit before Depreciation and Tax (PBDT) |
332.79 |
(646.59) |
332.79 |
(2839.00) |
| Depreciation and Amortization |
177.33 |
171.74 |
177.33 |
702.68 |
| Profit before Tax (PBT) |
155.46 |
(818.33) |
155.46 |
(3541.68) |
| Extraordinary items Gain / (Loss) |
- |
- |
- |
35.67 |
| Net OCI Impact Gain / (Loss) |
(4.33) |
(4.10) |
(4.33) |
(4.10) |
| Share of Profit/(loss) from Jointly Controlled
Entity and Associate |
- |
- |
(2112.06) |
(330.99) |
| Income Tax net of MAT credit Income / (Expense) |
(2.59) |
- |
(2.59) |
732.40 |
| Profit after Tax |
148.54 |
(822.43) |
(1963.52) |
(3,108.70) |
| Earnings per Share (in Rs.) |
0.58 |
(3.32) |
(7.65) |
(12.57) |
- Performance of the Company
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.
- Operations during the 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.
- Dividends
In view of the financial constraints during the year, the Board of
Directors has not recommended any dividend for this year.
- Reserves
The Company has not transferred any amount to reserves and not
withdrawn any amount from the reserves.
- Deposits
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.
- Share Capital
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.
- 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.
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.
- 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.
- List of all Credit Ratings
| Rating Agency |
Instrument Type |
Rating |
Remarks |
| CARE Rating Limited |
Long Term Bank Facilities |
CARE BB-; Positive |
This rating is as on 31st March,
2024. |
| Short Term Bank Facilities |
CARE A4 |
- Changes in Directors and Key Managerial Personnel
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.
- 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.
- 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 2023-24 that impacts the going concern
status and company's operations in future.
- Details of Subsidiary/Joint Ventures/Associate Companies
During the year under review,
- Your Company is holding 49% shares in Brooks Steriscience Limited on 31st March, 2024.
Hence, Brooks Steriscience Limited becomes an jointly controlled entity of Brooks
Laboratories Limited.
- Your Company is holding 44.33% shares in SteriBrooks Penems Pvt. Ltd. on 31st March,
2024. Hence, SteriBrooks Penems Pvt. Ltd. becomes an associate Company of Brooks
Laboratories Limited.
- 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.
- 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.
- 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.
- 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.
- 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.
- Recommendations of Audit Committee
All the recommendations of Audit Committee were accepted by the Board of Directors.
- Vigil Mechanism
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.
- Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:
- in the preparation of the annual accounts for the year ended 31st March, 2024, the
applicable accounting standards had been followed along with proper explanation relating
to material departures;
- 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 31st March, 2024 and of the profit of
the Company for that period;
- 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;
- the Directors had prepared the annual accounts on a going concern basis;
- 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;
- 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.
- 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.
- Fraud Reported by Auditor
There is no fraud reported by the Auditor.
- 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, 2024 is
available on the website of the Company at www.brookslabs.net.
- 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 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.
- 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 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.
- 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 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.
- 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. 65 crores in favour of
Brooks Steriscience Limited under the provisions of Section 186 of the Companies Act,
2013.
- 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(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.
- 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.
- 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 Annexure 9 to
the Company for the financial year 2023-24.
- 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.
- 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.
- 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 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.
- Compliance with Secretarial Standards
The Company complied with all mandatory secretarial standards as
issued by The Institute of Company Secretaries of India.
- 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.
- Failure to implement any Corporate Action
The Company has not failed to complete or implement any corporate
action within the specified time limit.
- 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.
- 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.
- 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 Bhushan Singh Rana Durga Shankar Maity
Date: 21.08.2024 Whole Time Director Whole Time Director DIN: 10289384 DIN: 03136361