BROOKS LABORATORIES LIMITED — AGM Information 2019

Aug 31, 2019

NOTICE

Notice is hereby given that the 17th Annual General Meeting of Brooks Laboratories Limited will be held at Hotel Gianz, Baddi-Nalagarh Highway, NH-21A, Baddi, Distt. Solan, H.P. on Wednesday, 25th September, 2019 at 9 a.m. to transact the following business:

ORDINARY BUSINESS:

1. Adoption of annual audited financial statement and reports thereon

To receive, consider and adopt the audited financial statement of the Company for the financial year ended 31st March, 2019 and the Report of the Directors and Auditors thereon.

2. Appointment of Director in place of those retiring by rotation

To appoint a Director in place of Mr. Atul Ranchal (DIN: 01998361), who retires by rotation and being eligible, offers himself for reappointment.

3. Re-Appointment of Statutory Auditors

To consider the re-appointment of the current auditors, M/s. SGCO & CO. LLP, Chartered Accountants (Firm Registration No. 112081W), as the Statutory Auditors of the Company and to fix their remuneration and to pass the following resolution as an Ordinary Resolution: "RESOLVED THAT pursuant to the provisions of Section 139, 141, 142 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), M/s. SGCO & Co. LLP, Chartered Accountants (Firm Registration No. 112081W), be and are hereby re-appointed as the Statutory Auditors of the Company for a second term of 5(Five) consecutive years to hold office from the conclusion of this meeting until the conclusion of 22nd Annual General Meeting of the Company, the Board of Directors.

SPECIAL BUSINESS:

4. To ratify the remuneration of the Cost Auditors

To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s) or re-enactment thereof), the Company hereby ratifies the remuneration payable to M/s. Balwinder & Associates, Cost Accountants, Mohali (Firm Reg No. 000201), as recommended by the Audit Committee and approved by the Board of Directors of the Company as Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2020, amounting to Rs. 60,000/- plus taxes."

5. Appointment of Mr. Suresh Garg(DIN: 08544308) as a Whole-time Director designated as Technical Director

To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of sections 152,160,196,197, 203, Schedule V and other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force) and on recommendation of Nomination and Remuneration Committee and Board of Directors, consent of the members be and is hereby accorded for the appointment of Mr. Suresh Garg(DIN: 08544308) as a Whole-time Director to be designated as Technical Director for a period of 5 years with effect from 25th September, 2019 to 24th September, 2024, who shall be liable to retire by rotation and on terms and conditions as agreed between the Board and Mr. Suresh Garg. He shall be entitled to Sitting Fees for attending the Meetings of the Board of Directors or any Committee thereof."

August 26, 2019

Place: Mumbai By Order of the Board of Directors

For Brooks Laboratories Limited Sd/- Jyoti Sancheti Company Secretary & Compliance Officer

Registered Office: Village Kishanpura, Nalagarh Road, Baddi, Distt. Solan, H.P-174101 CIN: L24232HP2002PLC000267 Email id: investors@brookslabs.net

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NOTES:

• 1. An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, in respect of the items of Special Business given in this Notice, is annexed hereto.
• 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on poll on his/her behalf and the proxy need not be a member of the company.
• 1. Pursuant to section 105 of the Companies Act, 2013, a person can act as a Proxy on behalf of not more than 50 Members and holding, in the aggregate, not more than 10% of the total share capital of the Company carrying voting rights. However, a member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as Proxy and such person shall not act as a Proxy for any other Member.
• 1. The instrument of proxy, in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not later than 48 hours before the commencement of the Meeting. A Proxy Form is annexed to this Notice.
• 1. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.
• 1. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.
• 1. During the period beginning 24 hours before the time fixed for the commencement of the Annual General Meeting, a Member would be entitled to inspect the proxies lodged, at any time during the business hours of the Company, provided that not less than 3 days' notice in writing of the intention to so inspect, is given to the Company.
• 1. The Register of Members and the Share Transfer Books of the Company will remain closed from Thursday, 19th September, 2019 to Wednesday, 25th September, 2019, both days inclusive.
• 1. The Annual Report 2018-19 including the Notice of the Annual General Meeting and the Instructions for e-voting, along with the Attendance Slip and Proxy Form, are being sent by electronic mode to all the Members whose e-mail addresses are registered with the Company / respective Depository Participants unless the Member has requested for a physical copy of the same. Hard copies of the above mentioned documents are being sent by the permitted mode to those Members who have not registered their e-mail addresses.
• 1. Members are requested to bring their copies of the Annual Report to the Meeting. The Notice convening the Annual General Meeting and the Annual Report 2018-19 are available on the Company's website www.brookslabs.net
• 1. Members / Proxies / Representatives should bring the Attendance Slip, duly filled in, for attending the Meeting.
• 1. Members who have not registered their e-mail addresses so far are requested to register the same with their respective Depository Participants, in case of shares held in dematerialised form and with the Registrar and Share Transfer Agent in case of shares held in physical form so that all communication including Annual Report, Notices, Circulars, etc. can be sent to them electronically..
• 1. SEBI has mandated submission of Permanent Account Number (PAN) by every Member of the Company. Members holding shares in dematerialised form are requested to submit their PAN to their respective Depository Participants. Members holding shares in physical form can submit their PAN to the Registrar and Share Transfer Agent.
• 1. As per the provisions of the Companies Act, 2013, nomination facility is available to the Members in respect of the shares held by them. Members who hold shares in physical form, either singly or jointly, can avail this facility by filling Form SH-13 in duplicate with the Registrar and Share Transfer which on request will supply blank forms. Members holding shares in the dematerialized form may contact the Depository Participant for recording nomination in respect of their shares.
• 1. For any assistance or information about shares, dividend etc. Members may contact the Registrar and Share Transfer Agents viz. Link Intime India Private Limited, C-101,247 Park, L.B.S.Marg, Vikhroli (W), Mumbai- 400083 (Tel: 022-49186000; Fax: 022- 49186060; Email: rnt.helpdesk@linkintime.co.in; Website: www.linkintime.co.in).
• 1. The Register of Directors and Key Managerial Personnel and their shareholding and the Register of Contracts and Arrangements in which Directors are interested as maintained under Section 170 and Section 189 of the Companies Act, 2013, respectively, will be available for inspection by the Members at the Annual General Meeting.
• 1. Members desirous of getting any information about the Accounts and Operations of the Company are requested to address their queries at the Registered Office of the Company or by email to investors@brookslabs.net at least 7 days in advance of the Meeting so that the information required can be made readily available at the Meeting.
• 1. All documents referred to in the Notice and accompanying Statement are open for inspection at the Registered Office of the Company on all working days of the Company between 10 a.m. and 12 noon up to the date of the Meeting.

19. Procedure for e-Voting

In compliance with the provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, and amendments thereof and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company is pleased to provide Members with the facility to exercise their right to vote at the forthcoming Annual General Meeting (AGM) by electronic means and all the businesses may be transacted through e-Voting services provided by Central Depository Services (India) Limited (CDSL):

20. The instructions for shareholders voting electronically are as under:

(i) The voting period begins on Sunday, 22nd September, 2019 at 9:00 am and ends on Tuesday, 24th September, 2019 at 5:00 pm. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on

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the cut-off date Friday, 20th September, 2019 (record date), may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) The shareholders should log on to the e-voting website www.evotingindia.com.
• (iii) Click on Shareholders.
• (iv) Now Enter your User ID
• a. For CDSL: 16 digits beneficiary ID,
• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
• c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
  • (v) Next enter the Image Verification as displayed and Click on Login.
  • (vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
  • (vii) If you are a first time user follow the steps given below:

	For Members holding shares in Demat Form and Physical Form
PAN	Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for bothdemat shareholders as well as physical shareholders)
	•Members who have not updated their PAN with the Company/Depository Participant arerequested to use the sequence number which is printed on Postal Ballot / Attendance Slipindicated in the PAN field.
Dividend Bank Details	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your
OR Date of Birth (DOB)	demat account or in the company records in order to login.
	•If both the details are not recorded with the depository or company please enter the member
	id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

• (viii) After entering these details appropriately, click on "SUBMIT" tab.
• (ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• (x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
• (xi) Click on the EVSN for the relevant on which you choose to vote.
• (xii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
• (xiii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• (xiv) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• (xv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• (xvi) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
• (xvii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password& enter the details as prompted by the system.
• (xviii) Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store, Apple and Windows phone. Please follow the instructions as prompted by the mobile app while voting on your mobile.
• (xix)Note for Non Individual Shareholders and Custodians
• n Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.comand register themselves as Corporates.
• nA scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.
• nAfter receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
• nThe list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
• nA scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

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17th Annual Report 2018-19

• (xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com.
• 1. A Member may participate in the Annual General Meeting of the Company even after exercising his / her voting right through e-voting but will not be allowed to vote again at the Annual General Meeting of the Company.
• 1. A Member can opt for only one mode i.e. either through e-voting or voting at the Annual General Meeting. If a Member casts votes by both modes, then voting done through e-voting shall prevail and the voting at the Annual General Meeting shall be treated as invalid.
• 1. Mr. GS Sarin, Partner of M/s. Sharma Sarin & Associates, Practicing Company Secretaries, (M.No: FCS 4025 & CP 2751) will be acting as the scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
• 1. At the Annual General Meeting, the Chairman shall, at the end of discussion on the Resolutions on which voting is to be held, allow voting with the assistance of the Scrutinizer, by use of ballot paper for all those Members who are present at the Annual General Meeting but have not cast their votes by availing the remote e-voting facility.
• 1. The Scrutinizer shall after the conclusion of voting at the Annual General Meeting, first count the votes cast at the Meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than 3 days of the conclusion of the Annual General Meeting, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.
• 1. The Results declared along with the Scrutinizer's Report will be placed on the Company's website www.brookslabs.net and on the website of CDSL within 3 days of the Annual General Meeting of the Company and communicated to the Stock Exchanges.

Statement pursuant to Section 102(1) of the Companies Act, 2013 ('Act') Resolution No. 3

As per the provisions of Companies Act, 2013 read with rules made thereunder, the first term of M/s. SGCO & Co. LLP, Chartered Accountants (Firm Registration No. 112081W) Statutory Auditors of the Company expires at the conclusion of 17th Annual General

Meeting (AGM) of the Company.

The Audit Committee and Board of Directors of the Company have recommended re-appointment of M/s. SGCO & Co. LLP as Statutory Auditors of the Company for second term of five (5) consecutive years from the conclusion of 17th AGM till the conclusion of 22nd AGM of the Company.

Additional information about Statutory Auditors pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided below:

Details	Particulars
Proposed Fess payable to the Statutory Auditor's Audit Fees in	For FY 2019-20
connection with the Audit of the Accounts of the Company for thefinancial year 2019-20	Rs. 9.00 lacs with authority to the Board to revise mutually duringthe tenure of five years, if required.
Terms of Re-appointment	M/s. SGCO & Co. LLP is proposed to be re-appointed for a secondterm of five(5) years from the conclusion of the 17th AGM till theconclusion of 22nd AGM of the Company.
In case of new Auditor, any material change in the fee payable tosuch auditor from that paid to the outgoing auditor along with therationale for such change	Not Applicable
Basis of recommendation for appointment including the details inrelation to and credentials of the Statutory Auditor(s) proposed to	M/s. SGCO & Co. LLP (Firm Registration No. 112081W) ('SGCO'),was established in the year 1992.
be appointed	SGCO is a Multi Disciplinary Accountancy firm and is cateringto over 250 plus client groups across diverse sectors. Theirrange of services include Audit & Assurance/ Governance, Risk,Compliance & IT/ Direct & Indirect Tax Advisory/Transaction &Business Advisory/Valuations/Corporate & Allied Laws Advisory.
	SGCO holds the 'Peer Review' certificate as issued by 'ICAI'.

Resolution No. 4

As per Notification dated 31st December, 2014 issued by the Ministry of Corporate Affairs, the Companies (Cost Records and Audit) Rules, 2014, provisions relating to auditing of cost accounting records are applicable to the Company with effect from the date of above Notification. Accordingly, the audit of cost accounting records of the Company is mandatory from the financial year 2014-15.

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At the recommendation of the Audit Committee, the Board of Directors has approved the appointment of M/s Balwinder & Associates, Cost Accountants, as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year 2019-20 at a remuneration of Rs. 60,000/- plus taxes per financial year.

Section 148 (3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditor) Rules, 2014, requires the remuneration payable to the Cost Auditors to be ratified by the Members of the Company. Accordingly, the approval of the Members is sought for passing an Ordinary Resolution for ratification of the remuneration to the Cost Auditor payable for the financial year 2019-20.

Resolution No. 5

Mr. Suresh Garg was appointed as an Additional Director by the Board of Directors with effect from 26th August, 2019 pursuant to Section 161 of the Companies Act, 2013. The Company has received from Mr. Suresh Garg (DIN: 08544308) (i) consent in writing to act as Whole time Director in Form DIR- 2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014, (ii) intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

Mr. Suresh Garg aged 42 years, is a Graduate in Pharmacy and Diploma in Management. He has vast experience of 18 years in Pharmaceutical Industry at various levels. His areas of expertise in Domestic and International Regulatory Compliances. His association brings years of professional experience to facilitate operations and maximize productivity and growth of Organisation.

The matter regarding appointment of Mr. Suresh Garg as an Whole time Director to be designated as Technical Director was placed before the Nomination and Remuneration Committee and it has recommended his appointment. The Board of Directors approved the appointment of Mr. Suresh Garg as a Whole time Director to be designated as Technical Director of the Company for a term up to 5 years from 25th September, 2019 to 24th September, 2024 and further approve his remuneration up to maximum of Rs. 5,00,000/- per month for the period from 25th September, 2019 to 24th September, 2022 on the recommendation of Nomination and Remuneration Committee and subject to approval of members at the ensuing Annual General Meeting of the Company. He is also entitled of sitting Fees for attending the Meetings of the Board of Directors or any Committee thereof. A statement pursuant to clause (iv) of 2nd proviso of Section II of Part II of Schedule V to the Companies Act, 2013 is given in Annexure 1 in this Notice.

None of the Directors, Key Managerial Personnel of the Company and their relatives, is in any way concerned or interested, except Mr. Suresh Garg, in the Resolution 5.

The brief profile of Mr. Suresh Garg and the detail of shareholding as per requirements of the Companies Act, 2013, the rules made there under and Secretarial Standard (SS-2) is mentioned in Annexure 2.

By order of the Board of Directors For Brooks Laboratories Limited

Place: Mumbai

August 26, 2019 Sd/- Jyoti Sancheti Company Secretary & Compliance Officer

Regd. Office: Village Kishanpura, Nalagarh Road, Baddi, Distt.Solan, H.P-174101 CIN: L24232HP2002PLC000267 Email id: investors@brookslabs.net

ANNEXURE 1

STATEMENT PURSUANT TO 2ND PROVISO TO SCHEDULE V [PART II SECTION II (Clause iv)] OF THE COMPANIES ACT, 2013

I.GENERAL INFORMATION
1. Nature of Industry	Pharmaceuticals
2. Dateofcommencementofcommercial production	The Company was incorporated on 23.01.2002. Its plant at Baddi started its commercialproduction in June, 2006
3. Incaseofnewcompanies,expected date of commencementofactivitiesasperprojectapproved by financial institutionsappearing in the Prospectus	N.A.
4. Financial Performance based ongiven indicators	Please refer Exhibit 1.1
5. Foreigninvestmentsorcollaborators, if any		NRI Investment of Rs.10,73,470/- as on 31.03.2019
II. INFORMATIONABOUTTHEAPPOINTEE	Mr. Suresh Garg, Technical Director
1. Background Details		Refer the Statement to Resolution No. 5 above and Annexure 2
2. Past Remuneration	Year	Remuneration
	2018-19	Rs.30.94 lacs p.a.
	2017-18	Rs.17.74 lacs p.a.
3. Recognition or Awards	N.A.
4. Job Profile and his suitability		Refer the Statement to Resolution No. 5 above and Annexure 2
5. Remuneration proposed		Salary–Upto Maximum of Rs. 5,00,000/- per month
6. Comparative remuneration profilewith respect to industry, size of theCompany, profile of the positionand person (in case of expatriates,the relevant details would be w.r.t.the country of origin)	Please refer Exhibit 1.2
7. Pecuniary relationship directly orindirectly with the Company, orrelationship with the managerialpersonnel, if any		He has no pecuniary relationship with the Company apart from receiving remuneration orrelationship with the managerial personnel.
III. OTHER INFORMATION
1. Reasons of loss or inadequateprofits		DurinDuring the Financial Year 2018-19, due to high operational and depreciation cost atVadodara factory, the Company has incurred a loss of Rs. 1480.54 lacs.
2. Steps taken or proposed to betaken for improvement	the losses.	We have started registration of our products in various country which is time consumingprocess. We hope to get approvals of few countries which will result in better sales & reduce
3. Expected increase in productivity		We expect to improve turnover by 200% in Vadodara facility and much lesser losses
and profits in measurable terms	compare to last year.
IV. DISCLOSURES	Please refer Exhibit 1.3

Exhibit 1.1

Financial Position of the Company

The financial position of the Company as per the audited Financial Statements of last 5 years is as follows:

					(Rs. In lacs)
Particulars	2018-19	2017-18	2016-17	2015-16	2014-15
Sales and Other Income	5790.77	5714.44	5766.25	8157.04	8757.75
Profits after tax	(1480.54)	(1381.28)	195.65	1063.34	946.72
Earnings Per Share (in Rs.)	(9.20)	(8.53)	1.21	6.57	5.85
Fixed Assets	11717.18	12401.04	11858.96	1633.56	1568.30
Capital Work In Progress	-	52.16	0.00	8708.91	5349.80
Long Term Loans & Advances	1386.39	1725.84	2047.39	1656.05	1116.11
Current Assets	2964.82	2964.82	2400.83	3253.15	5478.26
Equity Share Capital	1618.64	1618.64	1618.64	1618.64	1618.64
Reserves & Surplus	8896.43	9828.59	10782.02	10586.35	9523.04
Long Term Borrowings	1386.39	1725.84	1080.51	34.24	0.00
Current Liabilities	4746.11	3984.97	2482.45	2792.16	2173.72

Exhibit 1.2

Industry Trends

Annual Remuneration withdrawn by the Executive Directors of some of the leading Pharmaceutical Companies in India is as follows:

Dr. Reddy Laboratories Limited (as per Annual Report 2018-19) (In lacs)

S. No.	Name of Director	Designation	Remuneration
1.	K. Satish Reddy	Chairman	855.90
2.	G V Prasad	Co-Chairman& CEO	1238.70

Aurobindo Pharma Limited (as per Annual Report 2018-19) (In lacs)

S. No.	Name of Director	Designation	Remuneration
1.	K. Nithyananda Reddy	Wholetime Director	151.40
2.	N Govindarajan	Managing Director	1463.20
3.	M. Sivakumaran	Wholetime Director	151.50
4.	M. Madan Mohan Reddy	Wholetime Director	267.60
5.	P. Sarath Chandra Reddy	Wholetime Director	86.30

Cipla Ltd.(as per Annual Report 2018-19) (In lacs)

S. No.	Name of Director	Designation	Remuneration
1.	S. Radhakrishnan	Whole-time Director	498
2.	Umang Vohra	Managing Director	1503
3.	Ms. Samina Vaziralli	Executive Vice Chairperson	641

Exhibit 1.3

Information on remuneration of all directors as per Part IV of Clause (iv) of

Section II of Part II of Schedule V to the Companies Act, 2013.

The details of proposed remuneration of Mr. Suresh Garg, Technical Director of the Company is as given below:

Terms and Conditions:

a) Salary

Upto maximum Rs. 5,00,000/- per month

b) Re-imbursement of expenses:

Expenses incurred for travelling, boarding and lodging during business trips, entertainment expenses actually and properly incurred for the Company's business.

c) Entitled of Sitting fees for attending the Meetings of the Board of Directors or any Committee thereof.

d) Notice Period- 90 days.

The details of remuneration of all other director is disclose in Corporate Governance Report and further given under Part VI of Extract of Annual Return in Form No. MGT-9.

ANNEXURE 2

Profile of Director seeking Appointment/Re-appointment in ensuing Annual General Meeting pursuant to SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is mentioned below

Name of Director	Suresh Garg
Designation	Technical Director
DIN:
Date of Birth	26.02.1977
Age	42 Years
Date of Appointment	26.08.2019
Qualifications	B. Pharmacy,
	Diploma in Management
Brief Resume
Expertise in Specific Functional Areas	Domestic and International Regulatory
	Compliances
Number of Board meetings of the Company attended during the year	NA
Relationship with other Directors	Nil
Shareholding in Brooks Laboratories Limited	410 shares
Directorships held in other companies	Nil
Membership/Chairmanship of Committees in other Companies	Nil