Directors Report of Brawn Biotech Ltd.

Mar 31, 2024

The Directors have pleasure in presenting the 39^th Annual Report of your Company on the business
& operations and Audited Statement of Accounts for the year ended 31^st March, 2024 along with the
Auditor''s Report thereon.

FINANCIAL RESULTS

The Standalone Financial Results of the Company for the year ended 31^st March 2024 are as
follows:

rSc Tn Thru nrlc )

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 31^st, 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 14^th 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 31^st 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 27^th
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	14.07.7074

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.

On behalf of the Board of Directors For Brawn Biotech Limited

PLACE: New Delhi Sd/- Sd/-

DATE: 29.08.2024 Brij Raj Gupta Brij Bala Gupta

(DIN: 00974969) (DIN: 00975261)
Director Director

---

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

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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

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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