Mar 31, 2015
Dear Shareholders,
The Directors have pleasure in presenting the Thirtieth Annual Report
of your Company on the business & operations and Audited Statement of
Accounts for the year ended 31s' March, 2015 along with the Auditor's
Report thereon.
FINANCIAL RESULTS
The Financial Results of the Company for the year ended 31s1 March 2015
are as follows:
(Rs. in Thousands)
Particulars Year ended Year ended
31.03.2015 31.03.2014
Gross Sales 3,86,981.81 3,84,848.01
Profit before Depreciation & Interest 6,090.10 11,606.25
Interest 1,044.79 1,419.85
Depreciation 261.80 147.18
Profit/(Loss) before Tax 4,783.52 10,039.21
Provision for Income Tax (MAT) 1,802.66 1,058.50
Creation of Deferred Tax Assets/(Deferred Tax 137.85 (228.78)
Liabilities written back)
Net Profit/(Loss) from continuing operations 2,843.00 9,209.49
Extraordinary and exceptional items - 7,762.72
Profit/(Loss) for the year 2,843.00 1,446.77
Profit/Loss brought forward (4400.78) (5,847.55)
Adjustment of Dep. In ace. with sch. II of
Companies Act, 2013 (266.50) -
Amount Available for Appropriation (1,824.58) (4,400.78)
Appropriations
Transfer to General Reserve
Balance carried to Balance Sheet (1,824.58) (4,400.78)
OPERATIONS AND PERFORMANCE
During the year 2014-15, your Company's total sales and other income
were Rs. 3,86,981.81 thousands and it earned profit before tax of Rs.
4,783.52 Thousands in contrast to previous year's sales of Rs.
3,84,848.01 Thousand in which it earned profits of Rs. 10,039.21
Thousands. It is apparent from the financials shown above that the sale
of the Company has been approximately constant with the previous year.
The net profits of the Company have also increased manifold and
approximately 100% enhancement can be seen. The Company is dealing in
Critical Care range of Products along with other Pharmaceutical products
and also exporting the pharmaceutical goods to some foreign countries,
which results in tremendous growth in sale and profits of the Company.
FUTUR PROSPECTS:
The Company has also entered into international market in few foreign
countries. The Company is aggressively making efforts in enhancing the
export sale, as a result of which, the sale and profits of the Company
have been constant in the previous Financial Year. In the current year
also the Company is expecting exceptional growth in the turnover and
profits of the Company. DIVIDEND
Your Directors regret their inability to recommend any dividend for the
year 2014-2015 to cover up the losses of the past years.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act, 2013 and
pursuant to the company's new set of Articles of Association adopted at
the 29"1 AGM, i.e. on 29.09.2014, the Independent Directors of the
Company are not be liable to retire by rotation.
In view of the above, and pursuant to Section 152(6), the remaining
directors, being Executive Directors, are now made liable to retire by
rotation at every Annual General Meeting. Thus, Smt. Urmila Gupta,
Director would be liable to retire by rotation.
Smt. Urmila Gupta, being longest in office, would retire at this Annual
General Meeting.
Brief resume of Smt. Urmila Gupta, nature of her expertise in specific
functional areas and the name of the public companies in which she
holds the Directorship, as stipulated under Clause 49 of the Listing
Agreement, is given in the notice convening the Annual General Meeting.
The Board recommends her appointment as such.
The Independent Directors have submitted their declaration that they
fulfill the requirements as stipulated in Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement. Pursuant to
clause VII (1)of Schedule IV of the Companies Act, 2013, the
Independent Directors had a separate meeting on 13.02.2015.
Pursuant to Section 203 of the Companies Act, 2013, the company
designated, Ms. Rati Garg, as Chief Financial Officer under the Key
Managerial Personnel of the Company. Her consent along with all
required disclosures as per the Act were duly obtained and recorded.
DIRECTORS'RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance
systems established and maintained by the company; work performed by
the internal, statutory and secretarial auditors and the reviews
performed by the Board and its committees, the Board is of the opinion
that the company's internal financial controls were adequate and
effective during the financial year 2014-15.
Pursuant to Sec. 134 (5) of the Companies Act, 2013 the directors to
the best of their knowledge and ability hereby report: that in the
preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material
departures; ii. that the directors have selected 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 at the end of the financial year 2014-15 and
of the profit of the company for the year; iii. that the directors
have 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; iv. that the directors
have prepared the annual accounts on a going concern basis; v. that
the directors have laid down internal financial controls to be followed
by the company and that such internal financial controls are adequate
and were operating effectively. vi. that the directors have devised
proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating
effectively.
AUDITORS AND AUDITOR'S REPORT: STATUTORYAUDITOR
The Statutory Auditors, M/s Satinder Saini & Co., Chartered
Accountants, New Delhi retires at the forthcoming Annual General
Meeting and being eligible offers themselves for re-appointment. The
Company has received letter from the Auditors to the effect that their
re-appointment, if made, would be within the prescribed limit under
Section 141 (3)(g) of the Companies Act, 2013 and that they are not
disqualified for re-appointment.
The Board recommends their appointment as auditors from the conclusion
of this AGM to the conclusion of next AGM. The notes on accounts are
self-explanatory with regards to auditors' observations. There were no
qualifications, reservations or adverse remarks made by the Auditors
for the year under review.
SECRETARIAL AUDITORS:
The Board had appointed M/s Guatam Goyal & Associates, Practicing
Company Secretaries, as Secretarial Auditor to conduct the secretarial
audit of the company for the financial year 2014-15, pursuant to the
provisions of Section 204 of the Companies Act, 2013. The Report of the
Secretarial Auditor forms part of the Board's Report as Annexure 'A'.
Their report does not contain any observation requiring explanation or
comments from the Board under Section 134(3) of the Companies Act,
2013.
The Board at its meeting held on 13.08.2015 reappointed M/s Guatam
Goyal & Associates, Practicing Company Secretaries, as Secretarial
Auditor for FY 2015-16.
CORPORATE GOVERNANCE
Your Company believes in conducting the business with due compliance of
all the applicable laws, rules and regulations. Although, the
provisions of Clause 49 of the Listing Agreement are not applicable on
our Company, the Company has duly implemented the system of corporate
governance as per the requirements of the Listing Agreement.
Detail report appears in the Annexure forming part of this report.
VIGIL MECHANISM
The Company has established a vigil mechanism which is overseen by the
Audit Committee for the genuine concerns expressed by the employees and
the Directors. The Company has also provided adequate safeguards
against victimization of employees and Directors who express their
concerns. The Company has also provided direct access to the chairman
of the Audit Committee on reporting issues concerning the interests of
employees and the Company. The policy as approved by the Board is
uploaded on the Company's website at
http.7/www.brawnbiotech.com/pharmapdf/Whistle%20Blower%20POIicy.pdf
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All related party transactions are negotiated on an arrns-length basis
and are in the ordinary course of business. None of the transactions
with any of related parties were in conflict with the Company's
interest. Suitable disclosures as required by the Accounting Standards
AS 18) have been made in the notes to the financial statements.
Therefore, the provisions of Section 188(1) of the Companies Act, 2013
are not applicable. The policy on dealing with Related Party
Transactions as approved by the Board is placed on the website at
http://www.brawnbiotech.com/pharmapdf/Related%20Partv%20Transaction
%20Policy.pdf
RISK MAN AGEMENT POLICY OF THE COMPANY
We have adopted a Risk management policy fo identify and categorize
various risks, implement measures to minimize impact of these risks
where it is deemed necessary and possible, and a process to monitor
them on a regular basis.
REMUNERATION POLICY & BOARD EVALUATION
The Board has adopted a Remuneration Policy as recommended by the
Nomination & Remuneration Committee. It provides for the following:
- Criteria for determining Qualifications, Positive Attributes &
Independence of the Directors.
- The basis for determining remuneration of the Directors, KMP's and
other senior managerial personnel.
Some of the criteria's are:
- Responsibilities & obligations of the personnel,
- Strategies followed & successfully implemented,
- Performance of the company,
- Annual targets to the extent achieved,
- In-depth knowledge skills required for the job, etc.
- Defining of the Roles and Responsibilities along with the
Remuneration of the KMP's and Senior managerial personnel.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an Annual Performance
Evaluation of its own performance and the Directors individually. The
manner of evaluation of Independent Directors, Chairman and the Board
as a whole was done at a separate meeting held by Independent
Directors. The performance evaluation of Independent Directors was done
by entire Board, excluding Directors being evaluated. DISCLOSURES
a) Number of Board & Committee Meetings:
During the year under review, Fifteen Board meetings, Four Audit
Committee meetings, Ten Stakeholders Relationship Committee meetings
and One Nomination & Remuneration Committee meeting were convened and
held. Details and attendance of such Board & Committees meetings are
mentioned in Corporate Governance Report.
Pursuant to clause VII (1) of Schedule IV of the Companies Act, 2013,
the Independent Directors had a separate meeting on 13.02.2015.
The Familiarization Program for the Independent Directors has been
developed and has been uploaded on the website at
http://www.brawnbiotech.com/pharmapdf/Familiarization%20Programme
%20for%20lndependent%20Di rectors.pdf
b) Deposits -The Company has not accepted any deposit from public
during the year under review.
c) Share Capital - There was no change in the Company's share capital
during the year under review.
d) - Audit Committee - The Company has duly constituted an Audit
Committee, whose detailed composition - and powers are provided in the
Corporate Governance Report. There were no recommendations of the Audit
Committee which have not been accepted by the Board during the
financial year.
e) Extract Of Annual Return - The extracts of Annual Return pursuant to
the provisions of Section 92 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 is furnished in Annexure
'B' and is attached to this Report.
f) Disclosure pertaining to Managerial Remuneration - Disclosures
pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1 )of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided as per
Annexure "C
g) Particulars of Loans. Guarantees or Investments under Section 186 -
There were no loans, guarantees or investments made by the company
during the year under review.
h) Prevention of Sexual Harassment - The Company has zero tolerance for
sexual harassment at workplace. A policy has been adopted in line with
the Sexual harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the rules framed there under. During the
year, no complaints pertaining to sexual harassment were received.
No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO
The information pertaining to conservation of energy, technology
absorption, Foreign exchange Earnings and outgo as required under
Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 is furnished in Annexure "D" and
is attached to this report.
CORPORATE SOCIAL RESPONSIBILITY
As per ceilings provided under Section 135 and the Rules made
thereunder of the Companies Act, 2013, the provisions of Corporate
Social Responsibility are not applicable on our Company.
PERTICULARS OF EMPLOYEES
The statement containing particulars of employees as required under
section 197 of the Companies Act' 2013 read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are not applicable to the Company.
EMPLOYEES RELATION
Your Directors wish to express their sincere appreciation of the
efficient services rendered by the employees at all levels throughout
the company.
ACKNOWLEDGEMENT
Your Directors wish to place on record their gratitude to the
Government Authorities, Company's Bankers, Dealers, Customers and its
Business Associates for their valued support extended to the company.
For and on behalf of the Board of Directors
PLACE: New Delhi (B.R.Gupta)
DATE : 13.08.2015 CHAIRMAN-CUM-MANAGING DIRECTOR
Mar 31, 2014
Dear Shareholders, .
The Directors have pleasure in presenting the Twenty Ninth Annual
Report of your Company on the business & operations and Audited
Statement of Accounts for the year ended 31st March, 2014 along with the
Auditor''s Report thereon.
FINANCIAL RESULTS
The Financial Results of the Company for the year ended 31st March 2014
are as follows:
(Rs. in Thousands)
Particulars Year ended Year ended
31.03.2014 31.03.2013
Gross Sales 3,84,848.01 2,59,232.31
Profit before Depreciation & Interest 11,606.25 6,650.05
Interest 1,419.85 789.16
Depreciation 147.18 135.19
Profit/(Loss) before Tax 10,039.21 5,725.70
Provision for Income Tax (MAT) 1058.50 1,195.59
Creation of Deferred Tax Assets/(DeferredTax (228.78) 974.06
Liabilities written back)
Net ProfitZ(Loss) from continuing operations 9209.49 3,523.95
Extraordinary and exceptional items 7,762.72 -
ProfitZ(Loss) for the year 1,446.77 3,523.95
Profit/Loss brought forward (5,847.55) (9,371.50)
Amount Available for Appropriation (4,400.78) (5,847.55)
Appropriations
Transfer to General Reserve - -
Balance carried to Balance Sheet (4,400.78) (5,847.55)
OPERATIONS AND PERFORMANCE
During the year 2013-14, your Company''s total sales and other income
were Rs. 3,84,848.01 thousands and it earned profit before tax of Rs.
10,039.21 Thousands in contrast to previous year''s sales of Rs.
2,59,232.31 Thousand in which it earned profits of Rs. 5,725.70
Thousands. The current year profit before tax further got reduced to
Rs.2,276.49 thousands due to extraordinary items. It is apparent from
the financials shown above that the sale of the Company has increased
by approximately 50 % from the previous year. The profits of the
Company have also increased manifold and approximately 75 % enhancement
can be seen. The Company is dealing in Critical Care range of Products
alongwith other Pharmaceutical products and also exporting the
pharmaceutical goods to spme foreign countries, which results in
tremendous growth in sale and profits of the Company.
FUTURE PROSPECTS:
The Company has also entered into international market in few foreign
countries. The Company is aggressively making efforts in enhancing the
export sale, as a result of which, the sale and profits of the Company
have been increased manifold in the previous Financial Year. In the
current year also the Company is expecting exceptional growth in the
turnover and profits of the Company.
DIVIDEND
Your Directors regret their inability to recommend any dividend for the
year 2013-2014 to cover up the losses of the past years.
DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and
pursuant to the company''s new set of Articles of Association which is
being adopted at the ensuing AGM, the Independent Directors of the
Company, namely, Mr. Manohar Lai, Mr. Mahesh Kumar Nanchal and Mr.
Trilok Singh, whose offices were liable to retire by rotation in terms
of the provisions of the Companies Act, 1956, are now required to be
appointed by the members for a term of five consecutive years and they
shall not be liable to retire by rotation.
The Company has received requisite notices in writing from members
proposing Mr. Manohar Lai, Mr. Mahesh Kumar Nanchal and Mr. Trilok
Singh for appointment as Independent Directors for a term of 5 years.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed under sub-section (6) of Section 149 of the
Companies Act, 2013.
In view of the above, and pursuant to Section 152(6), the remaining
directors, being Executive Directors, are now made liable to retire by
rotation at every Annual General Meeting. Thus, Mr. Brij Raj Gupta,
Chairman & Managing Director would be liable to retire by rotation.
Mr. Brij Raj Gupta, being longest in office, vyould retire at this
Annual General Meeting. He was appointed as the Managing Director of
the company for a period of 5 years w.e.f. 28th September 2010. The
said appointment was approved by the members of the company at their
25* AGM held on 28* September 2010. Such determination of office by
retirement and then re-appointment would not constitute a break in his
tenure of service as the Managing Director of the Company.
The Board recommends their appointment as such.
AUDITORS
The Statutory Auditors, M/s Satinder Saini & Co., Chartered
Accountants, New Delhi retires at the forthcoming Annual General
Meeting and offers themselves for re-appointment as the Auditors'' of
the company.
As required under Section 141 (3)(g) of the Companies Act, 2013, the
company has obtained from them a confirmation to the effect that their
appointment, if made, would be in conformity with the limits prescribed
in the said section and thatthey are not disqualified for
re-appointment.
AUDITORS''REPORT
Observations to the Auditors when read together with the relevant notes
to the accounts and accounting policies are self-explanatory.
DEVELOPMENT
One of the main objectives of the company in the current financial year
is to improve in the range of critical care products and develop good
export markets.
DIRECTORS''RESPONSIBILITY STATEMENT
The Board of Directors of your Company state:
(a) That in the preparation of the Annual Accounts, the applicable
accounting standards have been followed;
(b) That 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 atthe end of the financial year and of the
profit of the Company for that period;
(c) Thatthe Directors had taken proper and sufficient care 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;
(d) That the Directors had prepared the annual accounts for the year
ended 31st March 2014 on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO
Particulars in respect of conservation of energy, technology absorption
and other particulars required under Section 217(1 )(e) of The
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the report of the Board of Directors) Rules, 1988 is enclosed as
Annexure ''A'' and forms part of this report.
CORPORATE GOVERNANCE
Your Company believes in conducting the business with due compliance of
all the applicable laws, rules and regulations. The Company has duly
implemented the system of corporate governance as per the requirements
of the Listing Agreement. Detail report appears in the Annexure forming
part of this report.
EMPLOYEES RELATION
Your Directors wish to express their sincere appreciation of the
efficient services rendered by the employees at all levels throughout
the company.
PERTICULARS OF EMPLOYEES
None of the Employee of the Company has received remuneration above the
limits as prescribed in Sub-section 2Aof Section 217 of the Companies
Act, 1956 read with Companies (Particular of Employees) Rules, 1975.
FIXED DEPOSIT
The Company has not accepted any fixed deposit from the public during
the year under review.
ACKNOWLEDGEMENT
Your Directors wish to place on record their gratitude to die
Government Authorities, Company''s Bankers, Dealers, Customers and its
Business Associates for their valued support extended to the company.
For and on behalf of the Board of Directors
PLACE: New Delhi (B.R. Gupta)
DATE: 13.08.2014 CHAIRMAN-CUM-MANAGING DIRECTOR
Mar 31, 2012
Dear Shareholders,
The Directors have pleasure In presenting the Twenty Seventh Annual
Report of your Company on the business & operations and Audited
Statement of Accounts for the year ended 31st March, 2012 along with
the Auditor''s Report thereon.
FINANCIAL RESULTS
The Financial Results of the Company for the year ended 31st March 2012
are as follows:
(Rs. in Thousands)
Particulars Year ended Year ended
31.03.2012 31.03.2011
Gross Sales 1,50,646.63 1,61,304.53
Profit before Depreciation & Interest 2,614.19 4,579.05
Interest 505.22 425.93
Depreciation 91.62 32.13
Profit/(Loss) before Tax 2,017.35 4,120.99
Provision for Income Tax (MAT) 267.69 638.14
Deferred Tax Assets written back 1517.01 1348.31
Net Profit/(Loss) from continuing
operations 232.66 2134.54
Profit/Loss brought forward (9604.16) (11738.70)
Amount Available for Appropriation (9371.50) (9604.16)
Appropriations
Transfer to General Reserve - -
Balance carried to Balance Sheet (9371.50) (96Q4.16)
OPERATIONS AND PERFORMANCE
During the year 2011-12, your Company''s total sales and other income
were Rs. 150646.63 thousand and it earned profit before tax of Rs.
2017.35 Thousands in contrast to previous year''s sales of Rs. 161304.53
Thousand in which it earned profits of Rs. 4120.99 Thousands. It is
apparent from the financial shown above that the sale of the Company
has slightly go down due to uncertainty in the global environment. In
spite of the fact that the year 2011-12 has been a challenging one,
your company''s turnover is almost stable. During the FY 2011-12, the
Company has also entered into Critical Care range of products, as a
result of which we are expecting significant positive changes in the
results in the near future.
FUTURE PROSPECTS :
The Company has diversified its activities and entered into marketing
of Critical Care products into various parts of India. The Company is
also aggressively making efforts in enhancing the export sale, as a
result of which, in the first two quarters of the current Financial
Year the export sale of the Company has been enhanced tremendously.
DIVIDEND
Your Directors regret their inability to recommend any dividend for the
year 2011-2012 to cover up the losses of the past years.
DIRECTORS
Mr. Mahesh Kumar Nanchal retires by rotation and being eligible offers
himself for re-appointment. Directors recommend his re-appointment.
AUDITORS
The Statutory Auditors, M/s Satinder Saini & Co., Chartered
Account-ants, New Delhi retires at the forthcoming Annual General
Meeting and offers themselves for re-appointment as the Auditors'' of
the company. As required under Section 224 (1B) of the Companies Act,
1956, the company has obtained from them a confirmation to the effect
that their appointment, if made, would be in conformity with the limits
prescribed in the said section.
AUDITORS'' REPORT
Observations to the Auditors when read together with the relevant notes
to the accounts and accounting policies are self-explanatory.
DEVELOPMENT
One of the main objectives of the company in the current financial year
is to improve in the range of critical care products and develop good
export markets''.
DIRECTORS'' RESPONSIBILITY STATEMENT
The Board of Directors of your Company state:
(a) That in the preparation of the Annual Accounts, the applicable
accounting standards have been followed;
(b) That 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 at the end of the financial year and of the
profit of the Company for that period;
(c) That the Directors had taken proper and sufficient care 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;
(d) That the Directors had prepared the annual accounts for the year
ended 31st March 2012 on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO Particulars in respect of conservation of energy, technology
absorption and other particulars required under Section 217 (1)(e) of
The Companies Act, 1956 read with the Companies {Disclosure of
Particulars in the report of the Board of Directors) Rules, 1988 is
enclosed as Annexure ''A'' and forms part of this report.
CORPORATE GOVERNANCE
Your Company believes in conducting the business with due compliance of
all the applicable laws, rules and regulations. The Company has duly
implemented the system of corporate governance as per the requirements
of the Listing. Agreement. Detail report appears in the Annexure
forming part of this report.
EMPLOYEES RELATION
Your Directors wish to express their sincere appreciation of the
efficient services rendered by the employees at all levels throughout
the company.
PARTICULARS OF EMPLOYEES
None of the Employee of the Company has received remuneration above the
limits as prescribed in Sub-section 2A of Section 217 of the Companies
Act, 1956 read with Companies (Particular of Employees) Rules, 1975.
FIXED DEPOSIT
The Company has not accepted any fixed deposit from the public during
the year under review.
ACKNOWLEDGEMENT
Your Directors wish to place on record their gratitude to the
Government Authorities, Company''s Bankers, Dealers, Customers and its
Business Associates for their valued support extended to the company.
For and on behalf of the Board of Directors
PLACE: New Delhi
DATE: 31.08.2012 (B.R.Gupta)
CHAIRMAN-CUM-MANAGING DIRECTOR
Mar 31, 2011
Dear Shareholders,
The Directors of your Company have pleasure in presenting to you the
Twenty Sixth Annual Report on the business & operations of the company
and Audited Statement of Accounts for the year ended 31st March, 2011
along with the Auditor's Report thereon.
FINANCIAL RESULTS
The Financial Results of the Company for the year ended 31st March 2011
are as follows:
(Rs. in Lakh)
Particulars Year ended Year ended
31.03.2011 31.03.2010
Gross Sales 1613.05 125.65
Profit before Depreciation & Interest 45.79 12.06
Interest 4.26 0.10
Depreciation 0.32 0.18
Profit/(Loss) before Tax 41.21 11.78
Excess Provision for Income Tax of
previous year written back - -
Provision for Gratuity 6.36 0.33
Provision for Leave Encashment 4.09 -
Provision for Income Tax 6.38 0.82
Provision for Deferred Tax 13.48 (37.22)
Net Profit/(Loss) after Tax 21.35 48.18
Profit/Loss brought forward (117.39) (165.57)
Amount Available for Appropriation (96.04) (117.39)
Appropriations
Transfer to General Reserve - -
Balance carried to Balance Sheet (96.04) (117.39)
OPERATIONS AND PERFORMANCE
During the year 2010-11, your Company's total sales and other income
were Rs. 1613.05 Lacs and it earned profit of Rs. 41.21 Lacs in
contrast to previous year's sales of Rs. 125.65 Lacs where it earned
profits of Rs. 12.06 Lacs. It is apparent from the financials shown
above that the sale of the Company has been increased by more than 1200
% and the net profit has also increased by more than 300 % in
comparison with the previous year's results. As the performance of the
company in the first two quarters of the current year is on the higher
side, we are expecting better results in the future.
FUTURE PROSPECTS:
The Company is into aggressive marketing activities as a result of
which the Company is showing better results from the past years. The
Company has registered its products in international markets and has
expanded its presence, as a result of which the export sale was of Rs.
70.87 Lacs during the year under report. Presently, the Company is also
acting as consignee agent for the supplies to Government Hospitals and
institutions. The Company is also planning to expand its business
operations in the other states of territory of India, currently in
which the company is not in operation.
DIVIDEND
Your Directors regret their inability to recommend any dividend for the
year 2010-2011 to cover up the losses of the past years.
CHANGE OF NAME OF THE COMPANY
The name of the Company has been changed from Brawn Pharmaceuticals
Limited to Brawn Biotech Limited w.e.f. 18.11.2010.
DIRECTORS
Mr. Manohar Lal and Mr. Bal Kishan Sharma retires by rotation and being
eligible offers themselves for re- appointment. Directors recommend
their re-appointment.
AUDITORS
The Statutory Auditors, M/s Satinder Saini & Co., Chartered
Accountants, New Delhi retires at the forthcoming Annual General
Meeting and offers themselves for re-appointment as the Auditors' of
the company.
As required under Section 224 (1B) of the Companies Act, 1956, the
company has obtained from them a confirmation to the effect that their
appointment, if made, would be in conformity with the limits prescribed
in the said section.
AUDITORS' REPORT
Observations to the Auditors when read together with the relevant notes
to the accounts and accounting policies are self-explanatory.
DEVELOPMENT
One of the main objectives of the company in the current financial year
is to improve and develop good export market.
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors of your Company state:
(a) That in the preparation of the Annual Accounts, the applicable
accounting standards have been followed;
(b) That the Directors had selected such accounting policies and
applied them consistently and made judgment and estimates that are
reasonable and prudent, so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for that period;
(c) That the Directors had taken proper and sufficient care 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;
(d) That the Directors had prepared the annual accounts for the year
ended 31s1 March 2011 on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO
Particulars in respect of conservation of energy, technology absorption
and other particulars required under Section 217 (1 )(e) of The
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the report of the Board of Directors) Rules, 1988 is enclosed as
Annexure 'A' and forms part of this report.
CORPORATE GOVERNANCE
Your Company believes in conducting the business with due compliance of
all the applicable laws, rules and regulations. The Company has duly
implemented the system of corporate governance as per the requirements
of the Listing Agreement. Detail report appears in the Annexure forming
part of this report.
EMPLOYEES RELATION
Your Directors wish to express their sincere appreciation of the
efficient services rendered by the employees at all levels throughout
the company.
PERTICULARS OF EMPLOYEES
None of the Employee of the Company has received remuneration above the
limits as prescribed in Sub-section 2A of Section 217 of the Companies
Act, 1956 read with Companies (Particular of Employees) Rules, 1975.
FIXED DEPOSIT
The Company has not accepted any fixed deposit from the public during
the year under review.
ACKNOWLEDGEMENT
Your Directors wish to place on record their gratitude to the
Government Authorities, Company's Bankers, Dealers, Customers and its
Business Associates for their valued support extended to the company.
For and on behalf of the Board of Directors
Sd/-
(B.R. Gupta)
Chairman-Cum-Managing Director
Place : New Delhi
Date : 03-09-2011
Mar 31, 2010
The Directors of your Company have pleasure in presenting to you the
Twenty Fifth Annual Report on the business & operations of the company
and Audited Statement of Accounts for the year ended 31st March, 2010
along with the Auditors Report thereon.
FINANCIAL RESULTS
The Financial Results of the Company for the year ended 31st March 2010
are as follows:
(Rs. in Lakh)
Particulars Year ended Year ended
31.03.2010 31.03.2009
Gross Sales and other Incomes 125.65 409.94
Profit before Depreciation & Interest 12.06 41.52
Interest 0.10 0.02
Depreciation 0.18 0.09
Profit/(Loss) before Tax 11.78 41.41
Excess Provision for Income Tax of
previous year written back - -
Provision of Gratuity - 0.24
Provision for Income Tax 0.82 4.39
Provision for Deferred Tax (37.22) -
Net Profit/(Loss) after Tax 48.18 36.78
Profit/Loss brought forward (165.57) (202.35)
Amount Available for Appropriation (117.39) (165.57)
Appropriations
Transfer to General Reserve NIL NIL
Balance carried to Balance Sheet (117.39) (165.57)
OPERATIONS AND PERFORMANCE
During the year 2009-10, your Companys total sales and other income
were Rs 125.65 Lacs and it earned profit of Rs 12.06 Lacs in contrast
to previous years sales of Rs 409.94 Lacs where it earned profits of Rs
41.52 lacs. At the face of it, it looks that Company is moving
backwards but in reality, last year company has made major strategic
decisions because of which the results of the first 2 quarters of
current year are very impressive with the sales of Rs 374.85 Lacs
covering almost 90% of the sales of year ended 31st March 2009. Next
half year is still remaining and we are looking for far better results.
FUTURE PROSPECTS:
Considering the present situation, the Company has started aggressive
marketing activities as a result of which the Company has shown better
results during the quarter ending on 30th June 2010 with the sales of
Rs 350.34 Lacs earning profits of Rs 48.36 Lacs. The Company has
registered its products in international markets and has expanded its
presence. Presently, the Company is also acting as consignee agent for
the supplies to Government Hospitals and institutions.
As a result of major market analysis, the Company has also decided to
take advantage of biotechnology and is entering into new line of
biotech products for which it is proposing to change the name of the
Company to Brawn Biotech Limited to reflect the image of new product
range with higher profit prospects. This time the Company is going to
shine in the eyes of its stakeholders.
DIVIDEND
Your Directors regret their inability to recommend any dividend for the
year 2009-2010 to cover up the losses of the past years.
DIRECTORS
Mr. Brij Raj Gupta is proposed to be re-appointed as Managing Director
of the Company for a further period of 5 years. The Board recommends
the resolution for his re-appointment.
Mrs. Brij Bala Gupta and Mrs. Urmila Gupta retires by rotation and
being eligible offers themselves for re-appointment. Directors
recommend their re-appointment.
Appointment of Mr. Mahesh Kumar Nanchal and Mr. Manohar Lal as an
ordinary Director of the Company is placed before the Members for
consideration. The Board recommends the resolution(s) for adoption by
the members.
AUDITORS
The Statutory Auditors, M/s. Satinder Saini & Co., Chartered
Accountants, New Delhi retire at the forthcoming Annual General Meeting
and offer themselves for re-appointment as the Auditors of the
company.
As required under Section 224 (1B) of the Companies Act, 1956, the
company has obtained from them a confirmation to the effect that their
appointment, if made, would be in conformity with the limits prescribed
in the said section.
AUDITORS REPORT
Observations of the Auditors when read together with the relevant notes
to the accounts and accounting policies are self- explanatory.
DEVELOPMENT
One of the main objectives of the company in the current financial year
is to improve and develop good export market. Also, the aggressive
marketing campaign launched by the Company is reaping fruitful results.
Company is also entering into new biotechnology products range which
will increase the profitability of the Company. Presently, the Company
is also acting as consignee agent for the supplies to Government
Hospitals and institutions.
DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors of your Company state:
(a) That in the preparation of the Annual Accounts, the applicable
accounting standards have been followed;
(b) That 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 at the end of the financial year and of the
profit of the Company for that period;
(c) That the Directors had taken proper and sufficient care 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;
(d) That the Directors had prepared the annual accounts for the year
ended 31st March 2010 on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO
Particulars in respect of conservation of energy, technology absorption
and other particulars required under Section 217 (1)(e) of The
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the report of the Board of Directors) Rules, 1988 is enclosed as
Annexure A and forms part of this report.
CORPORATE GOVERNANCE
Your Company believes in conducting the business with due compliance of
all the applicable laws, rules and regulations. The Company has duly
implemented the system of corporate governance as per the requirements
of the Listing Agreement. Detailed report appears in the Annexure
forming part of this report.
EMPLOYEES RELATION
Your Directors wish to express their sincere appreciation of the
efficient services rendered by the employees at all levels throughout
the company.
PERTICULARS OF EMPLOYEES
None of the Employee of the Company has received remuneration above the
limits as prescribed in Sub-section 2A of Section 217 of the Companies
Act, 1956 read with the Companies (Particular of Employees) Rules,
1975.
FIXED DEPOSIT
The Company has not accepted any fixed deposit from the public during
the year under review.
ACKNOWLEDGMENT
Your Directors wish to place on record their gratitude to the
Government Authorities, Companys Bankers, Dealers, Customers and its
Business Associates for their valued support extended to the company.
For and on behalf of the Board of Directors
Sd/-
Place : New Delhi (B.R. Gupta)
Date : 28-08-2010
Chairman-Cum-Managing Director