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Directors Report of Brooks Laboratories Ltd.

Mar 31, 2016

Directors'' Report

The Board of Directors of your Company has pleasure in presenting the 14th Annual Report on the affairs of the Company together with the Audited Accounts of the Company for the year ended 31st March, 2016.

1. Financial Results

The Financial Results for the year are as under: -

(Rs in lacs)

PARTICULARS

2015-16

2014-15

Turnover

8,000.93

8,521.33

Other Income

156.10

236.42

Total Income

8,157.03

8,757.75

Expenditure

6892.59

7,846.48

Profit before Depreciation, Interest & Tax (PBDIT)

1264.45

911.27

Financial Expenses (Interest)

79.43

44.34

Profit before Depreciation and Tax (PBDT)

1185.02

866.93

Depreciation and Amortization

116.00

110.36

Extraordinary items (Gain)

12.88

278.47

Profit before Tax (PBT)

1081.90

1035.04

Income Tax (net of MAT Credit)

18.55

88.32

Profit after Tax

1063.35

946.72

Earnings per Share (in Rs.)

6.57

5.85

2. Performance of the Company

During the year under review, your Company has achieved a turnover of Rs.80 crores as compared to Rs. 85.21 crores in the previous year showing a decline in turnover as compare to previous year. The Company has earned a net profit after tax and depreciation of Rs. 10.63 Crores as compared to Rs. 9.46 Crores in the previous year indicating a rise of 11% as compared to the previous year. The increase in profits is attributed to interest income from fixed deposits earned during the year.

Brooks Management decided to upgrade the facility in line with cGMP in Baddi plant, since it is a running unit we decided to upgrade facility in steps. As a first step we upgraded Ampoule manufacturing line.

3. Utilization of Funds through IPO

The Company had raised money by way of Initial Public offer in the financial year 2011-12 and has fully utilized the money for the purpose as raised by way of Initial Public offer.

4. Dividends

In view of the ongoing expansion projects and future growth plans, the Directors have decided to plough back the profits of the Company for financial year 2015-16. Accordingly, the Board does not recommend any dividend payment for the year under reference.

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The Company has not transferred any amount to reserves and not withdrawn any amount from the reserves.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 2015-16, 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.

7. Share Capital

The paid up Equity Share Capital of the Company as on 31st March, 2016 was Rs. 1618.64 lacs. During the year under review, there is no change in the Share Capital of the Company.

8. Change in the nature of business, if any

During the period under review there was no change in the nature of business of the company.

9. 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. Changes in Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Companies Act, 2013, Dr. D.S. Maity, Technical Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

During the year, the following Key Managerial Personnel have resigned and newly appointed in compliance with the provisions of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Name

Designation

Status

Date of Resignation / Appointment

Mr. Ankit Parekh

Company Secretary

Resigned

20.06.2015

Ms. Jyoti Sancheti

Company Secretary

Appointment

18.12.2015*

*Ms. Jyoti Sancheti joined as Company Secretary on 23.11.2015 and appointed as Key Managerial Personnel on 18.12.2015.

11. 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.

12. 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 2015-16 that impacts the going concern status and company''s operations in future.

13. Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any Subsidiary or Joint Ventures or Associate Companies

14. 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 1 and Management Discussion & Analysis provided above, as stipulated in Regulation 34 of listing Regulations forms part of this Director''s Report.

15. 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 there under.

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 2 to this Directors'' Report. The Policy is disclosed on the Company''s website: www.brookslabs.net.

16. 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.

17. 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 1 which forms a part of this Annual Report.

18. Audit Committee

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report in Annexure 1, which forms part of this Annual Report. All the recommendations of Audit Committee were accepted by the Board of Directors.

19. 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.

20. 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 31st March, 2016, 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 31st March, 2016 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;

e. 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.

21. 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.

22. Extract of Annual Return

Pursuant to Section 134(3)(a) of the Companies Act, 2013, an extract of Annual Return in the prescribed Form MGT 9 is given as Annexure 7 to this Directors'' Report.

23. Statutory Auditors

M/s. SGCO & Co., Chartered Accountants, Mumbai, were appointed as Statutory Auditors of the Company at the 13th Annual General meeting held on 29th September, 2015 till the conclusion of 17th Annual General Meeting of the Company. As per the provisions of Section 139 of the Companies act, 2013, the appointment of auditors is required to be ratified by Members at every Annual General Meeting.

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.

24. 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, 2016 and 31st March, 2017. 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.

25. 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, 2016.

The Secretarial Audit Report (Form MR-3) is given as Annexure 3 to this Directors'' Report. The said Report does not contain any qualification, reservation or adverse remark or disclaimer.

26. 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. 12 of the Notes to the Financial Statement.

27. 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. 34 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 5 to this Directors'' Report.

28. 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.

29. 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 6 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 2015-16.

30. 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 4 to this Directors'' Report.

31. 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 1 which forms a part of this Annual Report. The Policy is disclosed on the Company''s website: www.brookslabs.net.

32. 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 no 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. Mr. Deepak Mahajan was appointed as the Lead Director to oversee the evaluation process at the meeting of the Independent Directors.

33. 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 cooperation 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 and on Behalf of the Board

Place: Mumbai For Brooks Laboratories Limited

Date: 03.09.2016

Sd/-

Atul Ranchal

(Chairman)

(DIN: 01998361)


Mar 31, 2014

Dear Members,

The Board of Directors of your Company has pleasure in presenting the 12th Annual Report on the affairs of the Company together with the Audited Accounts of the Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

The Financial Results for the year are as under: -

(Amount in Rs. Lacs)

PARTICULARS 2013-14 2012-13

Turnover 8,526.85 8,011.26

Other Income 0.57 0.61

Total Income 8,527.42 8,011.87

Expenditure 7,675.21 6,960.78

Profit before Depreciation, Interest & Tax(PBDIT) 852.21 1,051.09

Financial Expenses (Interest) 11.89 11.43

Profit before Depreciation and Tax (PBDT) 840.32 1,039.66

Depreciation and Amortization 83.18 81.40

Extraordinary items - -

Profit before Tax (PBT) 757.14 958.26

Income Tax (net of MAT Credit) 33.20 243.87

Profit after Tax 723.94 714.39

Earnings per Share (in Rs.) 4.47 4.41

2. WORKING RESULTS

During the year under review, your Company has achieved a turnover of Rs. 85.26 Crores as compared to Rs. 80.11 Crores in the previous year showing net increase of 6.43%. The Company has earned a net profit after tax and depreciation of Rs. 7.23 Crores as compared to Rs. 7.14 Crores in the previous year indicating a rise of 1.26% as compared to the previous year. The marginal increase in profits is attributed to the increased cost of inputs and other incidental expenses. Your Company is confident of achieving higher profits in the coming years.

3. UTILIZATION OF FUNDS THROUGH IPO

The Company had raised funds from the public through IPO in the year 2011-12. The funds are being utilized towards construction and development of another plant of the Company in the State of Gujarat. Your Directors are hopeful of better results in the times ahead as soon as the plant starts operating. Statement of Utilization of funds raised through public issue till 31st March 2014 is as in the table below.

4. DEPOSITS

During the year 2013-14, the Company has not accepted any deposits from the public in terms of the provisions of Section 58A and 58AA of the Companies Act, 1956.

5. DIVIDENDS

In view of the ongoing expansion projects and future growth plans, the Directors have decided to plough back the profits of the Company for financial year 2013-14. Accordingly, the Board does not recommend any dividend payment for the year under reference.

6. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

Your Company is committed to good corporate governance practices. The Report on Corporate Governance and Management Discussion & Analysis as stipulated in Clause 49 of the Listing Agreement form part of this Report.

UTILIZATION OF FUNDS THROUGH IPO

Sr. Object Total Actual No. Estimated Cost Utilizations (in Rs. lacs) (in Rs. lacs)

1 Land 635.00 712.74

2 Building Construction 1,220.00 1,200.00

3 Plant & Machinery & Utilities 3,094.00 1,527.00

4 Advance given for Purchase of Misc. Fixed Assets 230.00 200.00

5 Long term working capital 500.00 NIL

6 General corporate purposes 328.29 100.57

7 Listing Fees to Stock Exchanges 0.96 0.96

8 Issue Expenses 291.75 291.75

Total 6,300.00 4033.02

7. DIRECTORS

Mr. Deepak Mahajan (DIN : 06702389) was appointed as Additional Independent Director on the Board of the Company on 28.09.2013, pursuant to Article 156 of the Articles of Association and Section 260 of the Companies Act, 1956.

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of Mr. Rajnish Kumar Bedi (DIN : 05287369) and Mr. Deepak Mahajan as Independent Directors form part of the Notice of the Annual General Meeting. Mr. Bhaskar Sharma (DIN : 02580922), Independent Director, has expressed his unwillingness to be appointed as Independent Director in the ensuing Annual General Meeting.

The Company has received Notices under Section 160 of the Companies Act, 2013 from members signifying their intention to propose Mr. Rajnish Kumar Bedi and Mr. Deepak Mahajan as candidates for the office of Independent Director at the ensuing Annual General Meeting. The Company has also received the requisite disclosures/declarations from Mr. Rajnish Kumar Bedi and Mr. Deepak Mahajan as required under Section 149 and other applicable provisions of the Companies Act, 2013. Requisite approval for their appointment is being sought at the ensuing Annual General Meeting.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Atul Ranchal, Whole Time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re- appointment.

Profile of all these Directors has been given in the Report on the Corporate Governance forming part of the Annual Report of the Company.

8. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Your Directors have constituted the Corporate Social Responsibility Committee (CSR Committee) comprising Mr. Rajesh Mahajan as Chairman and Mr. Atul Ranchal and Mr. Rajnish Kumar Bedi as other members.

The said Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy.

9. STATUTORY AUDITORS

The term of office of M/s. J. K. Jain & Associates, as Statutory Auditors of the Company will expire with the conclusion of forthcoming Annual General Meeting of the Company. M/s. J. K. Jain & Associates has been the Statutory Auditors of your Company since incorporation in 2002. They have expressed their unwillingness to be re- appointed as the Statutory Auditors.

A special notice has been received from Mr. Rajesh Mahajan, in his capacity as Member of the Company, proposing a resolution at the forthcoming Annual General Meeting for appointment of M/s. SGCO & Co., Mumbai as Statutory Auditors of the Company in place of M/s. J.K. Jain & Associates, being the retiring Auditor.

A resolution proposing appointment of M/s. SGCO & Co., Mumbai as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 forms part of the Notice. The Company has received a certificate from the proposed Auditors to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made thereunder, as may be applicable.

M/s. J.K. Jain & Associates, over many years, have successfully met the challenge that the size and scale of the Company''s operations pose for auditors and have maintained the highest level of governance, rigour and quality in their audit. The Board places on record its appreciation for the services rendered by M/s. J.K. Jain & Associates as the Statutory Auditors of the Company.

10. AUDITORS'' REPORT

M/s. J.K. Jain & Associates have submitted Auditors'' Report on the accounts of the Company for the accounting year ended March 31, 2014. The Auditors'' Report of the accounts is self explanatory and requires no comments as there are no qualifications/ adverse remarks in the Report.

11. 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.

12. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956

During the year, no employee of the Company received a salary of more than Rs. 60.00 Lac per annum or Rs. 5.00 Lac per month. Accordingly, no particulars of employees were required to be disclosed pursuant to the provisions of Section 217(2A) of the Companies Act, 1956.

13. COST AUDITORS

Pursuant to the provisions of section 233B of the Companies Act, 1956 and with the prior approval of the Central Government, M/s. C.L. Bansal and Associates, Cost Accountants, #332, Pipliwala Town, Manimajra, Chandigarh- 160101 were appointed to conduct audit of cost records of bulk drugs and formulations for the financial year ended on 31st March, 2014.

The Cost Audit Reports would be submitted to the Central Government within the prescribed time.

14. SECRETARIAL AUDIT

Under Section 204 of the Company Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit is applicable on the Company from Financial Year 2014-15 onwards. Accordingly, the Company has appointed M/s Sharma Sarin and Associates, Company Secretaries in practice, Chandigarh, to conduct the Secretarial Audit of the Company for 2014-15.

15. 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 under Section 217(1)(e) of the Companies Act, 1956 are annexed hereto and form part of this report.

16. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the Section 217 (2AA) of the Companies Act, 1956, the directors confirm that:

a) in the preparation of the Annual accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed;

b) appropriate accounting policies have been selected and applied consistently, and they have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company as at 31st March, 2014 and of the profit of the Company for the year ended on 31st March, 2014;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the annual accounts have been prepared on a going concern basis.

17. 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 and on Behalf of the Board For Brooks Laboratories Limited

Place: Mumbai Date: 12.07.2014 Sd/- Atul Ranchal (Chairman) DIN :01998361


Mar 31, 2013

The Board of Directors of your Company has pleasure in presenting the 11th Annual Report on the affairs of the Company together with the Audited Accounts of the Company for the year ended 31st March, 2013.

1. FINANCIAL RESULTS

The Financial Results for the year are as under: -

(Amount in Rs. Lacs) PARTICULARS 2012-13 2011-12

Turnover 8,011.26 5,607.58

Other Income 0.61 92.23

Total Income 8,011.87 5,699.81

Expenditure 6,960.78 4,561.43

Profit before Depreciation, Interest & Tax(PBDIT) 1,051.09 1,138.38

Financial Expenses (Interest) 11.43 155.77

Profit before Depreciation and Tax (PBDT) 1,039.66 982.61

Depreciation and Amortization 81.40 65.63

Extraordinary items

Profit before Tax (PBT) 958.26 916.98

Income Tax (net of MAT Credit) 243.87 33.39

Profit after Tax 714.39 883.59

Earnings per Share (in Rs.) 4.41 6.55

2. WORKING RESULTS

During the year under review, your Company has achieved a turnover of Rs. 80.11 Crores as compared to Rs. 56.08 Crores in the previous year showing net increase of 42.85%. The Company has earned a net profit after tax and depreciation of Rs. 7.14 Crores as compared to Rs. 8.84 Crores in the previous year indicating a reduction of 19% as compared to the previous year. The fall in profits is attributed to the increased cost of inputs and other incidental expenses. Your Company is confident of achieving higher profits in the coming years.

3. UTILIZATION OF FUNDS THROUGH IPO

The Company had raised funds from the public through IPO in the year 2011-12. The funds are being utilized towards construction and development of another plant of the Company in the State of Gujarat. Your Directors are hopeful of better results in the times ahead as soon as the plant starts operating. Statement of Utilization of funds raised through public issue till 31st March 2013 is as follows:

Sr. No. Object Total Estimated Cost Actual Utilizations (in Rs. lacs) (in Rs. lacs)

1 Land 635.00 562.40

2 Building Construction 1,220.00 1,200.00

3 Plant & Machinery & Utilities 3,094.00 1,527.00

4 Advance given for Purchase of Misc. Fixed Assets 230.00 200.00

5 Long term working capital 500.00 NIL

6 General corporate purposes 328.29 87.91

7 Listing Fees to Stock Exchanges 0.96 0.96

8 Issue Expenses 291.75 291.75

Total 6,300.00 3870.02

4. DEPOSITS

During the year 2012-13, the Company has not accepted any deposits from the public in terms of the provisions of Section 58A and 58AA of the Companies Act, 1956.

5. DIVIDENDS

In view of the ongoing expansion projects and future growth plans, the Directors have decided to plough back the profits of the Company for financial year 2012-13. Accordingly, the Board does not recommend any dividend payment for the year under reference.

6. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

Your Company is committed to good corporate governance practices. The Report on Corporate Governance and Manage- ment Discussion & Analysis as stipulated in Clause 49 of the Listing Agreement form part of this Report.

7. DIRECTORS

Mr. Dinesh Puri, Mr. Rajnish Kumar Bedi and Mr. Anil Khanna were appointed as Independent Directors in the Annual General Meeting held on 25.09.2012. However, Mr. Dinesh Puri and Mr. Anil Khanna resigned w.e.f. 16.10.2012 and 02.04.2013 respectively.

Further, Mr. Harsh Bhalla was appointed as Additional Director on the Board of the Company on 01.12.2012, pursuant to Article 156 of the Articles of Association and Section 260 of the Companies Act, 1956 but due to some of his pre-occupations, he resigned from the Directorship w.e.f. 02.04.2013.

The Board records its appreciation to the outgoing Directors for their expertise and contribution towards the Company.

Mr. Bhaskar Sharma has now been appointed as Additional Director on the Board of the Company on 22.05.2013, pursuant to Article 156 of the Articles of Association and Section 260 of the Companies Act, 1956.

The Company has received notice from a member of the Company along with deposit of Rs. 500/-, under Section 257 of the Companies Act, 1956, proposing the candidature of Mr. Bhaskar Sharma as Director of the Company. Requisite approval for his appointment is being sought at the ensuing Annual General Meeting.

Dr. D.S. Maity, Technical Director, retires by rotation and being eligible, offers himself for re-appointment.

8. STATUTORY AUDITORS

M/S J.K JAIN & ASSOCIATES, Chartered Accountants, Chandigarh, Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and being eligible offers themselves for re- appointment. The Company has received a certificate from the said Auditors to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1B) and 224(1C) of the Companies Act, 1956.

9. AUDITORS'' REPORT

The Auditors of the Company have submitted Auditors'' Report on the accounts of the Company for the accounting year ended March 31, 2013. The Auditors'' Report on the accounts is self explanatory and requires no comments as there are no qualifi- cations/ adverse remarks in the Report.

10. 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.

11. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956

During the year no employee of the Company received a salary of more than Rs. 60.00 Lac per annum or 5.00 Lac per month. Accordingly, no particulars of employees was required to be disclosed pursuant to the provisions of Section 217(2A) of the Companies Act, 1956.

12. COST AUDITORS

Pursuant to the provisions of section 233B of the Companies Act, 1956 and with the prior approval of the Central Government, M/s. C.L. Bansal and Associates, Cost Accountants, have been appointed to conduct audit of cost records of bulk drugs and formulations for the financial year ended on 31st March, 2013. Their full details are as follows:

M/s. C.L. Bansal & Associates

#332, Pipliwala Town,

Manimajra, Chandigarh- 160101

The Cost Audit Reports would be submitted to the Central Government within the prescribed time.

13. 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 under Section 217(1)(e) of the Companies Act, 1956 are annexed hereto and form part of this report.

14. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the Section 217 (2AA) of the Companies Act, 1956, the directors confirm that:

a) in the preparation of the Annual accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed;

b) appropriate accounting policies have been selected and applied consistently, and they have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company as at 31st March 2013 and of the profit of the Company for the year ended on 31st March 2013;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the annual accounts have been prepared on a going concern basis.

15. ACKNOWLEDGEMENT

Your Directors are pleased to place on record their sincere gratitude to the Central Government, State Government(s), Finan- cial Institutions, Bankers and Business Constituents for their continuous and valuable co-operation and support to the Com- pany. 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 and on Behalf of the Board

Place: Baddi For BROOKS LABORATORIES LIMITED

Date: 10.08.2013 Sd/-

Atul Ranchal

(Chairman)


Mar 31, 2012

The Board of Directors of your Company has pleasure in presenting the 10th Annual Report on the affairs of the Company together with the Audited Accounts of the Company for the year ended 31st March, 2012.

1. FINANCIAL RESULTS

The Financial Results for the year are as under: -

(Amount in Rs. Lacs)

PARTICULARS 2011-12 2010-11

Turnover 5,608 5,254

Other Income 92 13

Total Income 5,700 5,267

Expenditure 4,545 4,326

Profit before Depreciation, Interest & Tax(PBDIT) 1,155 941

Financial Expenses (Interest) 172 149

Profit before Depreciation and Tax (PBDT) 983 792

Depreciation 66 61

Extraordinary items - 11

Profit before Tax (PBT) 917 720

income Tax 33 31

Profit after Tax 884 689

Earnings per Share (in Rs.) 6.55 6.97

2. WORKING RESULTS

During the year under review, our Company has achieved a turnover of Rs. 56.07 Crores as compared to Rs. 52.54 Crores in the previous year showing net increase of 6.72%. The Company has earned a net profit after tax and depreciation of Rs. 8.84 Crores as compared to Rs. 6.89 Crores in the previous year which is 28.30% higher than the previous year.

3. UTILIZATION OF FUNDS THROUGH IPO

The Company has raised funds from the public through IPO in the year under review. The funds are being utilized towards construction and development of another plant of the Company in the State of Gujarat. Your Directors are hopeful of better results in the times ahead as soon as the plant starts operating.

4. DEPOSITS

During the year 2011-12, the Company has not accepted any deposits from the public in terms of the provisions of Section 58A and 58AA of the Companies Act, 1956.

5. DIVIDENDS

In view of the ongoing expansion projects and future growth plans, the Directors have decided to plough back the profits of the Company for the financial year 2011-12. Accordingly, the Board does not recommend any dividend payment for the year under reference.

6. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

Your Company is committed to good corporate governance practices. The Report on Corporate Governance and Management Discussion & Analysis as stipulated in Clause 49 of the Listing Agreement form part of this Report.

7. DIRECTORS

Mr. Lalit Mahajan, Mr. Vivek Sharma and Ms. Monika Sabharwal, all Independent Directors, resigned from Directorship w.e.f. 06.01.2012. The Board placed on record its appreciation to the Directors for their valuable contribution.

Mr. Dinesh Puri and Mr. Rajnish Kumar Bedi were appointed as Additional Directors on the Board of the Company on 23.05.2012, pursuant to Article 156 of the Articles of Association and Section 260 of the Companies Act, 1956. Further, Mr. Anil Khanna was also appointed as Additional Director on 28.06.2012.

The Company has received notices from the members of the Company along with deposit of Rs. 500/- each, under Section 257 of the Companies Act, 1956 proposing the candidature of Mr. Dinesh Puri, Mr. Rajnish Kumar Bedi and Mr. Anil Khanna as Directors of the Company. Requisite approval for their appointment is being sought at the ensuing Annual General Meeting.

Mr. Atul Ranchal, Chairman and Mr. Rajesh Mahajan, Managing Director retire by rotation and being eligible, offer themselves for re-appointment.

8. STATUTORY AUDITORS

M/S J.K JAIN & ASSOCIATES, Chartered Accountants, Chandigarh, Auditors of the Company, retire at the conclusion of the forthcoming Annua! General Meeting and being eligible offer themselves for re- appointment. The Company has received a certificate from the said Auditors to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1 B) and 224{1C) of the Companies Act, 1956.

9. AUDITORS' REPORT

The Auditors of the Company have submitted Auditors' Report on the accounts of the Company for the accounting year ended March 31, 2012. The Auditors' Report of the accounts is self explanatory and requires no comments as there are no qualifications/ adverse remarks in the Report.

10. 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.

11. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956.

During the year no employee of the Company received a salary of more than Rs. 60.00 Lac per annum or Rs.5.00 Lac per month. Accordingly, no particulars of employees were required to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956.

12. COST AUDITORS

Pursuant to the provisions of section 233B of the Companies Act, 1956 and with the prior approval of the Central Government, M/s. C.L. Bansal and Associates, Cost Accountants, have been appointed to conduct audit of cost records of bulk drugs and formulations for the financial year ended on 31st March, 2012. Their full details are as follows:

M/s. C.L. Bansal & Associates #332, Pipliwala Town,

Manimajra, Chandigarh- 160101

General Circular No. 18/2012 dated 26.07.2012 issued by MCA has allowed filing of Cost Audit Report and Compliance Report for the year 2011-12 upto 31s1 December, 2012 on MCA Portal.

The Cost Audit Reports would be submitted to the Central Government within the prescribed time i.e. on or before 31st December, 2012.

13. 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 under Section 217 (1)(e) of the Companies Act, 1956 are annexed hereto and form part of this report.

14. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the Section 217 (2AA) of the Companies Act, 1956, the directors confirm that:

a) in the preparation of the Annual accounts for the year ended 31s1 March, 2012, the applicable accounting standards have been followed;

b) appropriate accounting policies have been selected and applied consistently, and they have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company as at 31st March, 2012 and of the profits of the Company for the year ended on 31st March 2012;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the annual accounts have been prepared on a going concern basis.

15. 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 and on Behalf of the Board

Place : Baddi

Date : 29.08.2012 Sd/-

Atul Ranchat

(Chairman)


Mar 31, 2011

The Board of Directors of your company has pleasure in presenting the 9th Annual Report on the affairs of the Company together with the Audited Accounts of the company for the year ended 31st March 2011.

1. FINANCIAL RESULTS

The Financial Results for the year are as under: -

(Amount in Rs.)

PARTICULARS 2010-11 2009-10

Turnover_ 525391681 450684743

Profit before Depreciation, Interest & Tax(PBDIT) 93506767 73893392

Financial Expenses 16076361 15189919

Profit before Depreciation and Tax (PBDT) 78994819 59998314

Depreciation_ 6030449 5102814

Profit before Tax (PBT) 72964370 54895500

Profit after Tax_ 68882063 51719642

Appropriations:_

Proposed Dividend on Equity Shares_ 10% Nil

Surplus carried to Balance Sheet 90288432 84458921



2. WORKING RESULTS

During the year under review, our company has achieved a turnover of Rs. 525391681/- as compared to Rs.450684743/- in the previous year showing thereby an increase of 14.22%. The company has earned a profit after tax and depreciation of Rs.68882063 as compared to Rs.51719642 in the previous year. Your Directors are continuously looking for avenues for future growth of the Company in Pharmaceutical industry.

3. DEPOSITS

During the year 2010-11, the company has not accepted any deposits from the public in terms of the provisions of Section 58 (A) and 58(AA) of the companies Act, 1956.

4. DIVIDEND

The Board of Directors of your company has recommended a dividend of Rs.1/- per share on the fully paid-up Equity shares of the Company.

5. DIRECTORS

The Board of Directors had appointed Dr. D.S Maity in its Meeting held on 10th September 2010 as Executive Director on the Board of the Company for a period of three years we.f 10th September 2010 to 10th September 2013 subject to the approval of the members in the next Annual General Meeting of the Company. Further Mr. Lalit Mahajan, Mr. Vivek Sharma, Ms. Monika Sabharwal in its Meeting held on 1st October 2010 as Additional Directors on the Board of the Company, pursuant to Article 156 of the Articles of Association and Section 260 of the companies Act, 1956.

The Company has received notices from some members under Section 257 of the Companies Act, 1956 proposing the candidature of Mr. Lalit Mahajan, Mr. Vivek Sharma and Ms. Monika Sabharwal as Directors of the Company. Requisite approval for their appointment is being sought at the ensuing Annual General Meeting.

Mr. Rampartap and Mr. Manmohan Lal Mahajan have resigned from the Directorship as on 6th October 2010.The Board places on record the valuable services rendered by them during their tenure as director of the Company.

6. SHARE CAPITAL

During the year under review:

The Company increased its Authorized Share Capital from Rs. 500,00,000/- divided into 5000000 equity shares of Rs.10/- each to Rs. 2000,00,000/- divided into 20000000 equity shares of Rs.10 each as on 10th September 2010.

The Company has also allotted 32810 Equity Shares to promoters on preferential basis as on 06th October 2010, 5152412 equity shares as bonus issue (other than cash) to the

7. AUDITORS

M/S J.K JAIN & ASSOCIATES, Chartered Accountants, Chandigarh,. Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and being eligible offers themselves for re- appointment. The Company has received a certificate from the said Auditors to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

8. AUDITORS REPORT.

The Statutory Auditors of the Company have submitted Auditors Report on the accounts of the Company for the accounting year ended March 31, 2011. The Auditor Reports of the accounts is self explanatory and requires no comments.

9. STATEMENT OF PARTICULARS OF EMPLOYEES

During the year no employee of the company received a salary of more than Rs.60.00 Lac per annum or 5.00 Lac per month. Accordingly no particulars of employees required to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956.

10. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The Statement of conservation of energy, technology absorption, foreign exchange earning and outgo as required under Section 217 (l)(e) of the companies Act, 1956 are annexed hereto and form part of this report.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the Section 217 (2AA) of the companies Act, 1956, the directors confirm that in the preparation of the Annual accounts, the applicable accounting standards have been followed:

a) appropriate accounting policies have been selected and applied consistently, and have made judgments and estimate that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company as at 31st March 2011 and of the profit of the Company for the year ended on 31st March 2011 March 2011 and of the profit of the Company for the year ended on 31st March 2011

b) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

c) the annual accounts have been prepared on a going concern basis.

12. ACKNOWLEDGEMENT:

Your Directors are pleased to place on record their sincere gratitude to the Government, financial Institutions, Bankers and Business Constituents for their continental 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 AND ON BEHALF OF THE BOARD

Date : Mohali Place: 14.08.11

Rajesh Mahajan Managing Director AtulRanchal Chairman

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