Dear Shareholders,
The Directors have pleasure in presenting the 38th Annual Report of your
Company on the business & operations and Audited Statement of Accounts for the year
ended 31st March, 2023 along with the Auditors Report thereon.
FINANCIAL RESULTS
The Standalone Financial Results of the Company for the year ended 31st
March 2023 are as follows:
PARTICULARS |
Year Ended on 31.03.2023 |
Year Ended 31.03.2022 |
Revenue from Operations |
222,306.42 |
86,205.40 |
Profit before Depreciation & Interest |
(2,963.53) |
(205,40.2) |
Interest |
60.90 |
104.71 |
Depreciation |
1090.70 |
533.06 |
Profit/(Loss) before Tax |
(4115.13) |
(21,177.96) |
Provision for Income Tax |
- |
- |
Creation of Deferred Tax Assets/(Deferred Tax |
4646.63 |
(4734.06) |
Liabilities written back) |
|
|
Net Profit/(Loss) from continuing operations |
(9,111.28) |
(15,747.74) |
Extraordinary and exceptional items |
- |
- |
Profit/(Loss) for the year |
(9,111.28) |
(15,747.74) |
DIVIDEND & RESERVES
The company has suffered from loss therefore, no Dividend has been recommended.
REVIEW OF OPERATIONS/ KEY HIGHLIGHTS/ STATEMENT OF AFFAIRS
During the period under consideration the Companys revenue from operations was Rs.
22,23,06,420 and it has suffered from loss of Rs. 91,11,280. The Company is trading in
Herbals, Ayurvedic and Critical Care range of Products alongwith other pharmaceutical
products and distributing them in the Domestic industry. In the coming year, managements
focus shall continue to be on expanding specialty and improving internalefficiencies.
STATE OF AFFAIRS
Your company is in trading pharmaceutical products. The pharmaceutical sector is
contributing a major contribution into the GDP of the Country. Your Managament is doing
all best efforts to ensure profitability of the Company.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF REPORT:
There are no material changes affecting the affairs of the Company which have occurred
between the end of the financial year on March 31, 2023 of the Company to which the
financial statement relate and date of this report.
CHANGE IN NATURE OF BUSINESS:
The company has not undergone any change in the nature of the business during the
financial year.
DEPOSITS
Your Company has no unclaimed / unpaid matured deposit or interest due thereon. Your
Company has not accepted any deposits covered under Chapter V - Acceptance of Deposits by
Companies under the Companies Act, 2013 during the financial year ended March 31, 2023.
CAPITAL STRUCTURE
The Authorized Share Capital and Issued, Subsribed & Paid-up Equity Capital Share
of the Company as on March 31, 2023 stands as shown below:
Particulars |
As on Year Ended 31st March, 2023 |
As on Year Ended 31st March, 2022 |
|
No. of Shares |
Rupees |
No. of Shares |
Rupees |
Authorised Capital Equity Share of Rs. 10/- each |
45,00,000 |
4,50,00,000 |
45,00,000 |
4,50,00,000 |
Issued, Subsribed & Paid-up Equity Capital Share of Rs. 10/- each |
30,00,300 |
3,00,03,000 |
30,00,300 |
3,00,03,000 |
During the year under review, the Company has not issued shares with differential
voting rights nor has granted any stock options or sweat equity. As on March 31, 2023,
none of the Directors of the Company hold instruments convertible into equity shares of
the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
DIRECTORS:
The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 and the relevant provisions
of the Companies Act, 2013. All the Directors possess the requisite qualifications and
experience in general corporate Management, finance, banking and other allied fields,
which enable them to contribute effectively to the Company in their capacity as Directors
of the Company.
Name |
Designation |
Date of Appointment |
Mr. Brij Raj Gupta |
Director |
13.08.2019 |
Mrs. Brij Bala Gupta |
Director |
24.11.2004 |
Mr. Subhash Chander |
Independent Director |
Re-appointed on 24.09.2022 |
Mrs. Kanta Takkar |
Independent Director |
Re-appointed on 24.09.2022 |
Ms. Pooja Pandey |
Chief Financial Officer (CFO) |
05.08.2022 |
Ms. Priyanka Sharma |
Company Secretary |
01.01.2019 |
KEY MANAGERIAL PERSONNEL:
The Board of Directors consists of 4 members, out of which 2 are Independent Directors
including one women Independent Director and 2 are Non-Independent Directors. The
composition of Board of Directors of your Company is in compliance with the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Details of Director retiring by rotation in the ensuing Annual General Meeting
In accordance with the provisions of the Companies Act, 2013 and pursuant to the
companys Articles of Association, the Independent Directors of the Company are not 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, Mrs. Brij Bala Gupta, Director, being longest in office, would retire at
this Annual General Meeting.
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have submitted their disclosure to the Board that they
fulfill all the requirements as to qualify for their appointment as an Independent
Director under the provisions of Section 149 read with Schedule IV of the Companies Act,
2013. The Board confirms that the independent directors meet the criteria as laid down
under the Companies Act, 2013.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
In accordance with the provisions of Schedule IV to the Companies Act, 2013 and
Regulation 25(3) of SEBI (LODR), 2015, a separate meeting of the Independent Directors of
the Company was held on 25th May, 2022 to discuss the agenda items as
prescribed under the applicable laws. The meeting was attended by all Independent
Directors of the Company.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant/material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status of your Company and its operations.
EXTRACT OF ANNUAL RETURN
Pursuant to Sec 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at
Companys website at www.brawnbiotech.com
AUDITORS
STATUTORY AUDITORS
M/s. Rajiv Udai & Associates, Statutory Auditors, were appointment as statutory
auditors of the Company from the conclusion of 36th Annual General Meeting till the
conclusion of 41st Annual General Meeting for the period of 5 years to audit the accounts
of the Company from the
financial year 2021-22 to 2025-26. Every year Company has received the certificate that
they are eligible to be continued and not disqualified in accordance with the provisions
of the Companies Act, 2013.
Explanation to Auditors Report
The Report given by M/s. Rajiv Udai & Associates, Statutory Auditors on the
financial statement of the Company for the year ended 31st March 2023 is part
of the Annual Report. There are no qualifications, reservation or adverse remark or
disclaimer in their Report. During the year under review, the Auditors did not reported
any matter under Section 143 (12) of the Act, therefore no detail is required to be
disclosed under Section 134 (3)(ca) ofthe Act.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board had appointed
M/s Amit Bansal and associates (Company Secretaries) for financial year 2022-23. A copy of
Secretarial Audit Report from Mr. Amit Bansal for the financial year ended March 31, 2023
in the prescribed Form No. MR-3 is annexed to this report as Annexure A.
Explanation to Secretarial Auditors Report
The Secretarial Auditor have submitted their report, confirming compliance by the
Company of all the provisions of applicable laws and does not contain any observation
requiring explanation or comments from the Board under Section 134(3) of the Companies
Act, 2013.
COST AUDIT
Companies (cost records and audit) (Amendment) Rules, 2015 are not applicable on the
Company for the financial year 2022-23.
INTERNAL AUDITORS
M/s Sahil Pasricha & Associates (Firm Reg. No. 026379N), Chartered Accountants
6/372, II Floor, Geeta Colony, Delhi-110031 were appointed as Internal Auditor of the
Company for the financial year 2022-23.
INTERNAL FINANCIAL CONTROLS
The Board has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Companys policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial disclosures.
The Companys Internal Control Systems are commensurate with the nature of its business
and the size and complexity of its operations. It comprises of audit and compliance by
internal audit checks by M/s Sahil Pasricha & Associates, Internal Auditors of the
Company.
The Internal Auditors independently evaluate the adequacy of internal controls and
concurrently audit the financial transactions and review various business processes.
SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES
Your company does not have any unlisted/listed subsidiary company or Joint Venture or
any Associate Company, pursuant to the provisions of the Rule 8 of Companies (Accounts)
Rules, 2014, therefore, no requirement of attachment of Form AOC-1.
LISTING FEES
The Annual Listing Fee for the year 2022-23 has been paid to the Stock Exchange where
the Companys shares are listed.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Sec. 134 (5) of the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and ability hereby confirm that:
(i) in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
(ii) 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 2022-23 and
of the loss of the company for the year.
iii) 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) the directors have prepared the annual accounts on a going concern basis;
(v) 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) 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.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy establishing 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
Companys website at www.BrawnBiotech.com.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered into by the Company during the
financial year with related parties were in the ordinary course of business and on an
arms length basis. Hence, the details of such contracts or arrangements with its related
parties are not disclosed in Form AOC-2 as prescribed under the Companies Act, 2013 and
the Rules framed thereunder.
The Policy on dealing with related party transactions and on determining materiality of
related party transactions as approved by the Board may be accessed on the Companys
website at the link
http://www.brawnbiotech.com/wp-content/uploads/2019/04/Policv-on-Related-Partv-
Transaction.pdf
The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure requirements)
Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation
i.e. evaluation of the performance of: (i) the Board as a whole, (ii) individual directors
(including independent directors and Chairperson) and (iii) various Committees of the
Board. The Performance evaluation was carried out by the Nomination and Remuneration
Committee based on the "Annual Evaluation Framework" prepared by the Committee.
The framework includes the evaluation of directors on various parameters such as:
Board dynamics and relationships
Information flows
Decision-making
Relationship with stakeholders
Company performance and strategy
Tracking Board and committeeseffectiveness
Peer evaluation
In compliance with the Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing
Obligations and Disclosure Requirement) Regulations, 2015, the Board has carried out an
evaluation of its own performance, Committees and performance of individual Directors
during the period under review. The aspects covered in the evaluation included the
contribution to and monitoring of corporate governance practices, participation in the
long-term strategic planning and the fulfillment of Directors obligations and fiduciary
responsibilities, including but not limited to, active participation at the Board and
Committee meetings. Schedule IV of the Companies Act, 2013 states that the performance
evaluation of independent directors shall be done by the entire Board of Directors,
excluding the director being evaluated. The evaluation involves Self-Evaluation by the
Board Members and subsequent assessment by the Board of Directors. The Board of Directors
expressed their satisfaction with the evaluation process.
The details of programmes for familiarization of Independent Directors with the
Company, their roles, rights, responsibilities in the Company, nature of the industry in
which the Company operates, business model of the Company and related matters are put up
on the website of the Company at the link:
https://brawnbiotech.com/wp-content/uploads/2023/02/Familiarization-
Programme-for-Independent-Directors-2.pdf
Statement with regard to integrity, expertise and experience of the independent
director appointed during the year
During the year under review, the Board has not appointed any Independent Director in
the Company. Further, in the opinion of the Board, all our Independent Directors possess
requisite qualifications, experience, expertise and hold high standards of integrity for
the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.
REMUNERATION POLICY:
The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of Directors, key managerial personnel and senior management of the company.
This policy also lays down criteria for selection and appointment of Board Members and
related matters are put up on the website of the Company at the link:.
http://www.brawnbiotech.com/wp-content/uploads/2019/04/Policy-on-Nomination and-
Remuneration.pdf
MEETINGS OF THE BOARD OF DIRECTORS
Five meetings of the Board of Directors were held during the financial year 2022-23.
MEETING |
DATES OF MEETING |
1 BOARD OF DIRECTORS |
25.05.2022 |
2 BOARD OF DIRECTORS |
05.08.2022 |
3 BOARD OF DIRECTORS |
22.08.2022 |
4 BOARD OF DIRECTORS |
12.11.2022 |
5 BOARD OF DIRECTORS |
14.02.2023 |
The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.
COMPOSITION OF COMMITTEES AUDIT COMMITTEE
The Board of Directors of the Company has a duly constituted Audit Committee in terms
of the provisions of Section 177 of the Companies Act, 2013 read with the Rules framed
thereunder and Regulation 18 of the Listing Regulations. The terms of reference of the
Audit Committee has been approved by the Board of Directors.
The Audit Committee comprises of Independent Directors namely Mr. Subhash Chander
(Chairman/ Independent Director), Mrs. Kanta Takkar (Member/Independent Director) and Mr.
Brij Raj Gupta (Member/ Non-Independent Director). All the recommendations made by the
Audit Committee were accepted by the Board. The Company Secretary of the Company acts as
the secretary to the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE
The Board of Directors constituted a Nomination and Remuneration Committee majorly
comprises of Independent Directors namely Mr. Subhash Chander (Chairman/ Independent
Director), Mrs. Kanta Takkar (Member/Independent Director) and Mr. Brij Raj Gupta (Member/
Non-Independent Director). The function of the Nomination and Remuneration Committee
includes recommendation of appointment of Whole-time Director(s)/ Managing Director/Joint
Managing Director and recommendation to the Board of their remuneration.
A Nomination and Remuneration Committee has been constituted under section 178 of the
Companies Act 2013 for formulization of the criteria for determining qualifications,
positive attributes and independence of a director and recommend to the Board a policy,
relating to the remuneration for the directors, key managerial personnel and other
employees.
STAKEHOLDER RELATIONSHIP COMMITTEE
The Board of Directors constituted a Stakeholder Relationship Committee majorly
comprises of Independent Directors namely Mr. Subhash Chander (Chairman/ Independent
Director), Mrs. Kanta Takkar (Member/Independent Director) and Mr. Brij Raj Gupta (Member/
Non-Independent Director). The Stakeholder Relationship Committee, inter alia, oversees
and reviews all matters connected with the investor services in connection with
applications received and shares allotted in the Initial Public Offer, status of refund
account, conversion of partly paid shares into fully paid shares, rematerialization and
dematerialization of shares and transfer/transmission of shares of the Company.
The Committee oversees performance of the Registrar and Transfer Agents of the Company
and recommends measures for overall improvement in the quality of investor services.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
The Company has not given any loan, made investment and provided security in terms of
section 186 of the Companies Act, 2013.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION OF SEXUAL
HARASSMENT)
The Company has put in place a policy on Prevention of the Sexual harassment in
compliance with the Sexual Harrassment 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.
CORPORATE GOVERNANCE
As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement)
Regulation 2015, compliance with the Corporate Governance provisions specified in
regulation 17 to 27 and clause (b) to of the sub-regulation (2) of regulation 46 and Para
C, D & E of Schedule V shall not apply to the company having Paid-up Equity Share
Capital not exceeding Rs. Ten Crore and Net Worth not exceeding Rs. Twenty-Five Crores as
on the last day of the previous financial year. The company is covered under the limts as
prescribed in Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement)
Regulation 2015; therefore, the company is not required to comply with the said
provisions.
RISK MANAGEMENT
In accordance with provisions of Regulation 21 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company is not required to maintain Risk
Management Committee. At present the Company has not identified any element of risk which
may threaten the existence of the Company.
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
B and is attached to this report.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135 of the Companies Act, 2013 every company
having net worth of rupees five hundred crore or more, or turnover of rupees one thousand
crore or more or a net profit of rupees five crore or more during any financial year shall
constitute a Corporate Social Responsibility Committee of the Board and shall formulate a
Corporate Social Responsibility Policy. Your Company is not falling under the purview of
said section during the year. Hence, the details of the same are not disclosed in Annexure
in Form CSR-2 as prescribed under the Companies Act, 2013 and the Rules framed thereunder.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
Managements Discussion and Analysis Report for the year under review, as stipulated
under
Regulation 34(3) read with Schedule V(B) of the Securities of Exchange Board of India
(Listing Obligations and Disclosures Requirements) Regulations, 2015, is presented in a
separate section forming part of the Annual Report as "Annexure C".
PARTICULARS OF EMPLOYEES
During the financial year 2022-23, there was no employee employed in the Company who
was in receipt of remuneration for that year Rupees One Crore and Two Lakh Rupees and who
employed for the part of the financial year was in receipt of remuneration not less than
Rupees eight lakh and fifty thousand rupees per month.
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 is given in "Annexure D".
GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (including sweat equity shares/ ESOP) to employees of the Company
under any scheme.
3. Issue of shares by way of Right Issue/Preferential Issue, Sweat Equity Shares.
4. Neither the Managing Director nor the Whole-time Directors of the Company receive
any remuneration or commission from any of its subsidiaries.
5. No significant or material orders were passed by theiRegulators or Courts or
Tribunals which impact the going concern status and Companys operations in future.
COMPLIANCE WITH SECRETARIAL STANDARDS
Your company has complied with the applicable provisions of the Secretarial standards
on meetings of Board of Directors issued by Institute of Company Secretaries of India.
INDUSTRIAL RELATIONS
Industrial relations remain peaceful and cordial during the period under review. Your
company regards its employees as its core strength and thus, undertakes requisite changes
in various policies from time to time for their welfare.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016
Your company has neither made any application nor are any of its proceedings pending
under the Insolvency and Bankruptcy Code, 2016 during the financial year 2022-23.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS
During the financial year 2022-23, your company has not made any one time settlement
and valuation with respect to loans taken from banks or financial institutions.
ACKNOWLEDGEMENT
The Board takes this opportunity to sincerely thank all its stakeholders namely,
shareholders, customers, suppliers/ contractors, bankers, employees, Government agencies,
local authorities and the immediate society for their un-stinted support and co-operation
during the year.
On behalf of the Board of Directors For Brawn Biotech Limited
PLACE: New Delhi |
Sd/- |
Sd/- |
DATE: 23.08.2023 |
Brij Raj Gupta |
Brij Bala Gupta |
|
(DIN: 00974969) |
(DIN: 00975261) |
|
Director |
Director |
+91-9892691696
