Dear Shareholders,
The Directors have pleasure in presenting the 39th Annual
Report of your Company on the business & operations and Audited Statement of Accounts
for the year ended 31st March, 2024 along with the Auditor's Report thereon.
FINANCIAL RESULTS
The Standalone Financial Results of the Company for the year ended 31st
March 2024 are as follows:
| PARTICULARS |
Year Ended on 31.03.2024 |
Year Ended 31.03.2023 |
| Revenue from Operations |
164946.91 |
222,306.42 |
| Profit/(Loss) before Tax |
(15442.11) |
(4115.13) |
| Provision for Income Tax |
- |
- |
| Creation of Deferred Tax Assets/(Deferred Tax Liabilities
written back) |
(2972.04) |
4646.63 |
| Net Profit/(Loss) from continuing operations |
(12442.17) |
(9,111.28) |
| Extraordinary and exceptional items |
- |
- |
| Profit/(Loss) for the year |
(12442.17) |
(9,111.28) |
DIVIDEND & RESERVES
In order to meet the working capital requirements of the Company, no
Dividend has been recommended.
TRANSFERS OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND
Pursuant to the provisions of the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and Amendments Rules,
2017 notified by the Ministry of corporate Affairs, the Company is required to transfer
all shares in respect of which dividend has not been paid or claimed by the Members for
seven consecutive years or more in the name of Investor Education and Protection Fund
(IEPF)demat account. Adhering to various requirements set out in the Rules, the Company
has taken appropriate action for transferring the shares to the Demat Account opened by
IEPF Authority. The Company has also uploaded details of such Members whose shares are
transferred to IEPF demat Account on its website at www.brawnbiotech.com. The shares
transferred to IEPF Suspense Account including all benefits accruing on such shares, if
any, can be claimed by the members from the IEPF Authority, after following the procedure
the prescribed under the Rules.
Dividends which remain unpaid or unclaimed for a period of seven years
from the date of transfer to the unpaid dividend account are required to be transferred to
IEPF established by
the Central Government, pursuant to the provisions of Section 124 and
125. Members are requested to claim their dividend lying unclaimed with the company.
REVIEW OF OPERATIONS/ KEY HIGHLIGHTS/ STATEMENT OF AFFAIRS
During the period under consideration the Company's revenue from
operations was Rs. 164946.91 and it has suffered from loss of Rs. 12442.17. 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, management's focus shall continue to be on expanding specialty and improving
internal efficiencies.
THE STATE OF THE COMPANY'S 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, 2024 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, 2024.
CAPITAL STRUCTURE
The Authorized Share Capital and Issued, Subsribed & Paid-up Equity
Capital Share of the Company as on March 31, 2024 stands as shown below:
| Particulars |
As on Year Ended 31st
March, 2024 |
As on Year Ended 31st
March, 2023 |
|
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,
2024, 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 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 |
Cessation due to resignation on 27.08.2024 |
| Mrs. Kanta Takkar |
Independent Director |
Cessation due to resignation on 27.08.2024 |
| Mr. Mayank Jain |
Additional Independent Director |
Appointed as Additional Independent Director on 27.08.2024 |
| Mrs. Pooja Jha |
Additional Independent Director |
Appointed as Additional Independent Director on 27.08.2024 |
| Mr. Amit Kumar |
Manager |
2021 |
| Ms. Pooja Pandey |
Chief Financial Officer (CFO) |
05.08.2022 |
| Ms. Priyanka Sharma |
Company Secretary |
01.01.2019 |
• KEY MANAGERIAL PERSONNEL:
Mr. Amit Kumar Mishra Manager, Manager, Ms. Pooja Pandey, CFO and Ms.
Priyanka Sharma, CS were the Key Managerial Personnel of the Company as on March 31st,
2024.
• RETIREMENT BY ROTATION:
Pursuant to Section 152(6) and Article of Association of the Company,
Mr. Brij Raj Gupta (DIN: 00974969) retires by rotation at the ensuing Annual General
Meeting and being eligible, offer himself for reappointment. The Board recommends her
re-appointment for approval of the members in the forthcoming Annual General Meeting.
DECLARATION BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION
149
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 14th Februrary, 2024 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
during the financial year 2023-24.
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 Company's 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.
Auditor's Report
There are no qualifications, reservations or adverse remarks and
disclaimers made by The Report given by M/s. Rajiv Udai & Associates, Statutory
Auditors on the financial statement of the Company for the year ended 31st
March 2024 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) of the 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 2023-24. A copy of Secretarial Audit Report from Mr. Amit Bansal for the financial
year ended March 31, 2024 in the prescribed Form No. MR-3 is annexed to this report as
Annexure A.
There is no qualification, reservation and adverse remark or disclaimer
made by the auditor in the report.
• COST AUDIT
Companies (cost records and audit) (Amendment) Rules, 2015 are not
applicable on the Company for the financial year 2023-24.
• INTERNAL AUDITORS
M/s Sahil Pasricha & Associates (Firm Reg. No. 026379N), Chartered
Accountants has been appointed as Internal Auditor of the Company for the financial year
2023-24.
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 Company's
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 Company's Internal Control Systems are commensurate with the nature
of its business and the size and complexity of its operations.
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.
Further no any Company become or ceased to be subsidiary, joint venture or associate
company during the year under review.
LISTING FEES
The Annual Listing Fee for the year 2023-24 has been paid to the Stock
Exchange where the Company's 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 2023-24 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
Company's 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 arm's 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 Company's website at www.brawnbiotech.com
BOARD EVALUATION:
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 committees' effectiveness
• 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.
Statement with regard to integrity, expertise and experience of the
independent
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. However, at the Board Meeting held on 27th August, 2024, it has
appointed Mr. Mayank Jain and Mrs. Pooja Jha as an Additional Independent Director on the
Board, who holds office up to the date of this Annual General Meeting.
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.
The Nomination and Remuneration Policy may be accessed on the Company's
website at www.brawnbiotech.com
MEETINGS OF THE BOARD OF DIRECTORS
Five meetings of the Board of Directors were held during the financial
year 2023-24.
| S.NO. MEETING |
DATES OF MEETING |
| 1 BOARD OF DIRECTORS |
29.05.2023 |
| 2 BOARD OF DIRECTORS |
09.08.2023 |
| 3 BOARD OF DIRECTORS |
23.08.2023 |
| 4 BOARD OF DIRECTORS |
10.11.2023 |
| 5 BOARD OF DIRECTORS |
14.02.2024 |
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. During the FY 2023-2024,
following is the summary of complaints received and disposed of:
No. of Complaints received - NIL No. of Complaints disposed of - NIL
Your Directors state that during the financial year ended March 31,
2024 under review, there were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressel) Act, 2013.
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.
CREDIT RATING:
Your Company has not obtained Credit Rating from any Agency during the
year under Review. 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.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's 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 2023-24, 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.
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.
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 2023-24, 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.
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