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Brady & Morris Engineering Company Ltd.

BSE: 505690 Sector: Engineering
NSE: N.A. ISIN Code: INE856A01017
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VOLUME 5
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P/E
Mkt Cap.(Rs cr) 15
Buy Price 68.35
Buy Qty 5.00
Sell Price 71.00
Sell Qty 98.00
OPEN 68.35
CLOSE 71.90
VOLUME 5
52-Week high 100.45
52-Week low 55.60
P/E
Mkt Cap.(Rs cr) 15
Buy Price 68.35
Buy Qty 5.00
Sell Price 71.00
Sell Qty 98.00

Brady & Morris Engineering Company Ltd. (BRADYMORRIS) - Director Report

Company director report

TO

THE MEMBERS

Your Directors take pleasure in presenting the 71st Annual Report on the business andoperations of your Company together with the Audited Accounts for the year ended 31 stMarch 2017.

1. FINANCIAL RESULTS:

HIGHLIGHTS : 2016-2017 2015-2016
( in Lacs) in Lacs)
a) Gross Turnover 3641.88 3616.26
b) Operating Profit /(Loss) before interest and
Depreciation 243.22 247.29
c) Less: Interest 137.44 124.92
d) Profit / (Loss) before Depreciation 105.78 122.37
e) Less: Depreciation 101.62 107.88
f) Profit / (Loss) before exceptional item 4.16 14.49
g) Less : exceptional item
Profit /(Loss) before tax 4.16 14.49
Less: Tax for the Year
(i) Current - -
(ii) Deferred - -
(iii) Excess Provision of Taxes Earlier Years - (5.86)
Sub - total - (5.86)
h) Profit / (Loss) after tax 4.16 20.35
i) Add / (Less): Prior Year's adjustment
j) Profit / (Loss) for the year 4.16 20.35
k) Add: Balance brought forward from the previous year (268.24) (288.59)
I) Add: Transfer from General Reserve - -
m) Profit /(Loss) available for Appropriations (264.08) (268.24)
Balance carried to Balance Sheet (264.08) (268.24)
EPS 0.19 0.90

HIGHLIGHTS FOR LAST THREE YEARS :

Particulars 2016-17 2015-16 2014-15
Total revenue 3641.88 3616.26 3266.74
Profit before depreciation and amortization 105.78 122.37 105.23
Depreciation and amortization 101.62 107.88 119.72
Profit before exceptional items & tax 4.16 14.49 (14.49)
Exceptional items ~ ~ ~
Profit before tax 4.16 14.49 (14.49)
Tax expense ~ (5.86) ~
Net profit after tax 4.16 20.35 (14.49)
Equity shares 2250000 2250000 2250000
EPS 0.19 0.90 (0.64)

2. DIVIDEND:

To conserve the funds for future business growth your Directors have not recommendedany dividend for Equity Shares.

3. SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital as at 31st March 2017 was ? 222500000/- dividedinto 2250000 Equity shares having face value of? 10/- each fully paid up and20000000 7% Redeemable Non Cumulative Non Convertible Preference Shares having facevalue of ?10/- each fully paid up.

During the year under review the Company has not issued any shares with differentialvoting rights nor granted any stock options or sweat equity.

4. WORKING RESULTS:

After the payment of retrenchment compensation of ? 40.76 Lacs approx to the permanentworkers Company has made a profit of ? 4.16 Lacs. These workers were retrenched due toshifting of operations from Vatva to Bareja unit. This was one time payment.

5. FUTURE OUTLOOK:

As the Company has successfully shifted its operations from Vatva to Bareja unit it isexpected that there shall be reduction that there shall be reduction in costoperationswould be consolidated and co-ordination would become better. This should help the Companyin improving its performance in the current year.

6. SUBSIDIARIES ASSOCIATE COMPANIES & JOINT VENTURES:

The Company does not have any Subsidiary Associate Companies or Joint Venture.

7. HOLDING COMPANY:

W. H. Brady & Co. Limited Holding Company; is carrying on the business of rentingof space in building and trading of material handling equipment's. W. H. Brady & Co.Limited holds 72.50% of the Equity Share Capital and 100% of the 7% Redeemable NonCumulative Non Convertible Preference Shares of our Company's Capital as on March 312017.

8. BOARD OF DIRECTORS& KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Rajender Kumar Sharma Director of theCompany retires by rotation at the forthcoming AGM and being eligible offers himself forre-appointment.

During the Financial Year under review there was no change in the Key ManagerialPersonnel of the Company.

9. DECLARATION BYINDEPENDENT DIRECTOR(S)

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.

10. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act 2013 the Directors confirm:

(a) that in the preparation of the Annual Accounts the applicable accounting standardshad been followed alongwith proper explanation relating to material departures if any;

(b) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

11. BOARD EVALUATION:

The Board of Directors carried out an annual evaluation of its own performancecommittees and individual directors pursuant to the provisions of the Act and asprescribed bySEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The performance of the Board was evaluated after seeking inputs from all the directorson the basis of the criteria asunder:

• Board composition and structure

• Effectiveness of Board processes information and functioning

The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as:

• Composition of committees

• Effectiveness of committee meetings

• Achievements during the year based on their duties

• Reviewing the terms of reference of the committees

The Board and the Nomination and Remuneration Committee reviewed the performance of theIndividual Directors on the basis of the criteria such as;

• Contribution of the Director to the Board's strategic thinking

• Leadership and commitment of the Director

• Participation in Board and Committee meetings

• Communication and interpersonal skills of the Director

• Ethical issues and dilemmas faced by the Director

• Relationship of the Director with the senior management.

In addition the Chairperson was also evaluated on the key aspects of his role.

Performance evaluation of Independent directors was done by the entire Board excludingthe independent director being evaluated.

Evaluation criteria for Independent Directors

Role & Accountability • Understanding of nature and role of independent directors' position

 

• Understanding of risks associated with the business
• Application of knowledge for rendering advice to Management for resolutio? of business issues
• Active engagement with the Management and attentiveness to progress of decisions taken
Objectivity • Own recommendations given professionally without tending to majority views
Leadership & Initiative • Heading Board Subcommittees
• Leading the functions of the Committees based on knowledge and experience

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The details of the number of meetings of the Board held during the Financial Year2016-2017 forms a part of the Voluntary Corporate Governance Report.

As on 31st March 2017 the Company has in place the following Committees:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders Relationship Committee.

13. AUDIT COMMITTEE:

Details of the Committees of the Board of Directors alongwith meetings held during theyear under review are provided separately in the Voluntary Corporate Governance Reportwhich forms part of this Annual Report.

14. REMUNERATION POLICY:

The Company has in place a Remuneration Policy for selection & appointment of theDirectors Senior Management & fixing their remuneration. There has been no change inthe said policy in the Financial Year 2016-17.

The salient features of the remuneration policy are given in the Voluntary CorporateGovernance Report.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concernsgrievances frauds and mismanagements if any. The Vigil Mechanism /Whistle Blower policyhas been posted on the website of the Company (www.bradvmorris.in).

16. PREVENTION OF SEXUAL HARASSMENT:

The Company has constituted an Internal Complaint Committee as required under Section 4of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 and the Rules made thereunder. During the year under review no complaints werereported.

17. FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not granted Loans or given any guarantees during the financial year2016-17 but the investments covered under Section 186 of the Companies Act 2013 form partof the notes to the financial statements provided in this Annual Report.

19. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as Annexure 'A'and forms an integral part of this Report.

20. RELATED PARTY TRANSACTION :

All Related Party transactions that were entered into during the financial year were onarm's length basis and

were in the ordinary course of the business. All the Related Party Transactions areplaced before the Audit Committee and also to the Board for their approval in accordancewith the Related Party Transactions Policy of the Company.

The disclosure in Form AOC-2 is given as per Annexure 'B'.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act 2013 read with the Rules madethereunder in respect of Corporate Social Responsibility Policy were not applicable tothe Company for the Financial Year 2016-17

22. CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicablelaws rules and regulations and highest standards of business ethics. In recognitionthereof the Board of Directors has implemented a Code of Conduct for adherence by theDirectors Senior Management Personnel and Employees of the Company. This will help indealing with ethical issues and also foster a culture of accountability and integrity. TheCode has been posted on the Company's website www.bradymorris.in

All the Board Members and Senior Management Personnel have confirmed compliance withthe Code.

23. APPOINTMENT OF AUDITORS:

Your Board proposes to appoint M/s. S. S. Rathi & Company Chartered AccountantsMumbai (Firm Registration No. 108726 w with the Institute of Chartered Accountants ofIndia) in place of M/s. C. L. Dalai & Co. Chartered Accountants the retiringAuditors to hold office from the conclusion of the ensuing AGM until the conclusion ofthe 76th AGM to be held in 2022 (subject to ratification of the appointment by the membersat every AGM held after this AGM). As required under the provisions of Section 139 of theCompanies Act 2013 the Company has obtained written confirmation from M/s. S. S. Rathi& Company Chartered Accountants that their appointment if made would be inconformity with the limits specified in the said Section.

24. SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder the Company has appointed M/s. GMJ & Associates Company Secretaries toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexedherewith as Annexure 'C' and forms an integral part to this Report.

25. AUDITORS REPORT/SECRETARIALAUDIT REPORT:

The Auditors Report & Secretarial Audit Report for the year ended 3Y' March 2017do not contain any qualification reservation or adverse remark.

26. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined by the Audit Committee. To maintain its objectivity and independence the InternalAudit function reports to the Chairperson of the Audit Committee of the Board ofDirectors.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinterna! control system in the Company its compliance with operating systems accountingprocedures and policies of the Company.

Based on the report of internal audit function the Company undertakes correctiveaction in their respective areas and thereby strengthens the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board.

27. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134(3)(m) of the Companies Act 2013 read with theRule 8(3) of the Companies (Accounts) Rules 2014 is given in Annexure 'D' to this Report.

28. HEALTH SAFETY AND ENVIRONMENT:

The Company is aware of the importance of environmentally health clean and safeoperations. The

Company's policy requires conduct of operations in such a manner so as to ensuresafety of all concerned compliances environmental regulations and preservation ofnatural resources at the its Factory.

29. RISK MANAGEMENT POLICY:

The Company has a Risk Management Policy with the Objective to formalize the process ofIdentification of Potential risk and adopt appropriate risk mitigation measures through arisk management structure. The Policy is a step by the Company towards strengthening theexisting internal controls and updating the same as may be required from time to time.

30. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed asAnnexure'E' to this Report.

None of the employees of the Company fall within the purview of the informationrequired under Section 197 read with rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 (amended from time to time) during thefinancial year.

31. DEPOSITORY SERVICES:

The Company's Equity Shares have been admitted to the depository mechanism of theNational Securities Depository Limited (NSDL) and also the Central Depository ServicesLimited (CDSL). As a result the investors have an option to hold the shares of the Companyin a dematerialized form in either of the two Depositories. The Company has been allottedISIN No. INE856A01017.

Shareholders' therefore are requested to take full benefit of the same and lodge theirholdings with Depository Participants [DPs] with whom they have their Demat Accounts forgetting their holdings in electronic form.

32. CORPORATE GOVERNANCE:

The Voluntary Corporate Governance Report which forms an integral part of this Reportis set out in Annexure F_ as stipulated under various regulations of the SEBI (Listingobligations and disclosure requirements) Regulations 2015.

33. LISTING:

The Shares of the Company are listed on BSE Limited Mumbai and the Company has paidListing Fees for theyear2017-2018.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS

There are no significant / material orders passed by the Regulators or courts orTribunals impacting the going concern status of your Company and its operations in future.

35. INSURANCE:

All the properties of the Company including Factory Building Plant & MachineryStocks etc. are adequately insured.

36. ACKNOWLEDGEMENT:

The Directors wish to convey their appreciation to the Company's shareholderscustomers suppliers bankers and distributors for the support they have given to theCompany and the confidence which they have reposed in its management and the employeesfor the commitment and dedication shown by them.

Registered Office: For and on behalf of the Board

Brady House Brady & Morris Engg. Co. Ltd.

12-14 Veer Nariman Road PAVAN G. MORARKA

Fort Mumbai -400 001. (DIN : 00174796)

August 212017. Chairperson

ANNEXURE 'D' TO BOARD REPORT

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information as per Section 134(3)(m) of the Companies Act 2013 read with the Rule8(3) of the Companies (Accounts) Rules 2014 and forming part of the Directors' Report forthe year 2016-2017.

A. CONSERVATION OF ENERGY:

(i) The steps taken or impact on conservation of energy;

(ii) The steps taken by the Company for utilising alternate sources of energy;

(iii) The capital investment on energy conservation equipment's;

B. TECHNOLOGY ABSORPTION:

(i) The efforts made towards technology absorption during the year under review are: NA

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution:- NA

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year- NIL

(iv) During the Year Company has incurred Nil R&D Expenditure.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows.

Foreign Exchange outgo NIL
Foreign Exchange earned NIL

For and on behalf of the Board Brady & Morris Engg. Co. Ltd.

Place : Mumbai

Date Auaust21 2017 PAVAN G. MORARKA

uate.August212017. (DIN : 00174796)

Chairperson

ANNEXURE CE' TO BOARD REPORT

Disclosure in the Boarcfs Report under Rule 5 of Companies (Appointment &Remuneration) Rules 2014

1. The Ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year 2016-17.

Director's Name Ratio to median remuneration
VAIBHAV MORARKA 14.95 : 1
PAVAN MORARKA 0.27 : 1
K D SHAH 0.39 : 1
R K SHARMA 0.20 : 1
SUMIT BANERJEE 0.12: 1
CYRUS VACHHA 0.39 : 1
URVASHI SHAH 0.16: 1

2. The Percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year 2016-17compared to 2015-16 means part of the year.

Director's/CFO/CEO/CS/MGR name % age increase in remuneration
VAIBHAV MORARKA 39%
PAVAN MORARKA 63%
K D SHAH 58%
R K SHARMA 27%
SUMIT BANERJEE (14%)
CYRUS VACHHA 90%
URVASHI SHAH 15%
KHUSHBU DESAI NA

3. Percentage increase in the median remuneration of employees in the fin yr 2016-17compared to 2015-16-5.91 %

4. Number of permanent employees on the rolls of the company79 Employees as on31-03-2017

5. Explanation on the relationship between avg increase in remuneration and the coperformance:- The profitability of the co has decreased during the year.

6. Comparision of the remuneration of the Key Managerial Personnel against theperformance of the company:- The Net Profit aftertax is reduced by ^ 16.19 Lacs i.e.79.56% over previous year.

The total remuneration of Key Managerial Personnel increased by 38.95% from ^ 28.50Lacs in 2015-16 to ^ 39.60 Lacs in 2016-17

7. Variation in

Details 31.03.2017 31.03.2016
Market Capitalizatopm (70.80/51.30) (Rs in Lacs) 1593.00 1154.25
Price Earning Ratio 372.63 57.00
Percentage Increase/decrease of market quotations 38.01
Net worth of the company in Lacs) (39.08) (43.24)

8. Average percentile increase in the salaries of employees other than managerialpersonnel-8.50%

9. Comparison of each remuneration of the Key Managerial Personnel against theperformance of the Company

Name

Remuneration for the years ended

Reason against performance of the Company

31.03.2017 31.03.2016 % age Change
VAIBHAV MORARKA 3960000 2850000 39%
RAJENDER KUMAR SHARMA - - -
KHUSHBU DESAI - - -

10. Key parameter for any variable component of remuneration availed by the DirectorsNA

11. Ratio of the remuneration of the highest paid director to that of the employees whoare not directors but receive remuneration in excess of the highest paid director duringthe year: - NA

Note

1) Remuneration to Mr. R K Sharma & Ms Khushbu Desai was paid from the HoldingCompany (W H Brady & Co Ltd)

For and on behalf of the Board Brady & Morris Engg. Co. Ltd.

Place : Mumbai ^

Date : August 212017

(DIN :00174796)

Chairperson

ANNEXURE 'P TO BOARD REPORT FOR THE YEAR ENDED MARCH 31 2017 VOLUNTARY REPORT ONCORPORATE GOVERNANCE

Corporate Governance is the system by which Companies are directed and controlled bythe management in the best interest of the Shareholders and others; ensuring greatertransparency and better and timely financial reporting. Corporate Governance thereforegenerates long term economic value for its Shareholders.

Your Company believes that the implementation of Corporate Governance principlesgenerates public confidence in the corporate system. With this belief your Company hasinitiated significant measures for compliance with Corporate Governance.

> COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

Brady & Morris Engineering Company Limited ("the Company1')iscommitted to adhere to the corporate governance code as prescribed by the SEBI and StockExchange and has accordingly implemented various aspects of the code.

To implement the Corporate Governance practice the Company has a well defined policyconsisting of the following:

• Ensure that the Quality and frequency of Financial and Managerial Information'swhich the Management shares with the Board fully placed before the Board Members incontrol of the Company's affairs.

• Ensure that the Board exercises its Fiduciary responsibilities towardsShareowners and Creditors thereby ensuring high accountability.

• Ensure that the extent to which the information is disclosed to present andpotential investors is maximized.

• Ensure that the decision-making is transparent and documentary evidence istraceable through the minutes of the meetings of the Board/Committees thereof.

• Ensure that the Board the Management the Employees and all the otherstakeholders are fully committed to maximizing long-term value to the shareowners and tothe Company.

• Ensure that the core values of the Company are protected.

> BOARD OF DIRECTORS:

The Board provides and evaluates the strategic direction of the Company managementpolicies and their effectiveness and ensures that the long-term interests of theshareholders are being served.

The details of composition of the Board and its Committee category attendance ofDirectors at Board Meetings & Committees Meeting during the financial year and lastAnnual General Meeting number of other Directorships and other Committee Memberships aregiven below:

Name of Director Category Date of Appointment No. Of Board Meeting attended Attendance at lastAGM
Mr. Pavan G. Morarka Chairperson 27/02/1985 5 YES
Mr. Vaibhav P. Morarka Executive Director 04/08/2012 3 NO
Mr. Kaushik D. Shah Independent Director 19/05/1994 5 YES
Mr. Rajender K. Sharma Director 26/07/2013 5 YES
Mr. Sumit Banerjee Independent Director 10/05/2014 3 YES
Mr. Cyrus Vachha Independent Director 10/05/2014 5 YES
Ms. Urvashi D Shah Director 08/11/2014 4 YES

• The information on recruitment and remuneration of senior officers just belowthe level of board of directors including appointment or removal of Chief FinancialOfficer and the Company Secretary.

• Show cause demand prosecution notices and penalty notices which arematerially important.

• Fatal or serious accidents dangerous occurrences any material effluent orpollution problems.

• Any material default in financial obligations to and by the listed entity orsubstantial non-payment for goods sold by the listed entity.

• Any issue which involves possible public or product liability claims ofsubstantial nature including any judgement or order which may have passed strictures onthe conduct of the listed entity or taken an adverse view regarding another enterprisethat may have negative implications on the listed entity.

Significant labour problems and their proposed solutions. Any significant developmentin Human Resources/ Industrial Relations front like signing of wage agreementimplementation of Voluntary Retirement Scheme etc.

• Sale of investments subsidiaries assets which are material in nature and notinnormal course of business.

• Quarterly details of foreign exchange exposures and the steps taken bymanagement to limit the risks of adverse exchange rate movement if material.

• Non-compliance of any regulatory statutory or listing requirements andshareholders service such as non-payment of dividend delay in share transfer etc.

I. Board material distributed in advance

The agenda and notes on agenda are circulated to the Directors in advance in thedefined agenda format. All material information is incorporated in the agenda forfacilitating meaningful and focused discussions at the meeting. Where it is notpracticable to attach any document to the agenda the same is tabled before the meetingwith specific reference to this effect in the agenda.

II. Recording Minutes of proceedings at Board and Committee meetings

The draft minutes are circulated to all the members of the Board/ Board Committee fortheir comments. The minutes are entered in the Minutes Book within 30 days from conclusionof the meeting.

> FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Familiarization programme was conducted on February 112017 for Independent Directorson the Board to enlighten them about their roles rights responsibilities in thecompany nature of the industry in which the company operates business model of thecompany etc.

Various presentations were conducted for the independent directors during the FinancialYear 2016-17 the details of the familiarization programs are as follows:

No. Name Safety Health and Environment initiatives Industry / Regulatory Trends Competition

and

Future Outlook

Governance

&

Operations

Total
1. Mr. Kaushik D. Shah 3 3 3 2 11
2. Mr. Cyrus Vachha 2 3 3 3 11
3. Mr. Sumit Banerjee 2.5 2.5 3 3 11

> COMMITTEES OF BOARD:

To focus effectively on the issues and ensure expedient resolution of the diversematters the Board has constituted a set of Committees of Independent Directors withspecific terms of reference / scope. The committee operates as empowered agents of theBoard. The inputs and details required for the decision is provided by the operatingmanagers.

The Minutes of the Meeting of all Committees of the Board are placed before the Boardfor discussions/ noting.

Details of the Committees of the Board and other related information are as follows:

(a) AUDIT COMMITTEE:

The Company has a qualified and independent Audit Committee comprising of threequalified members (i.e. 2 Independent Directors and 1 Executive Director). The broad termsof reference of the Audit Committee are in consonance with the provisions of Section 177of the Companies Act 2013 and Regulation 18 of the Listing Regulations.

The Committee acts as a link between the Management the Statutory Auditors and theBoard of Directors of the Company. The Committee focuses its attention on monitoring thefinancial reporting system within the Company considering Quarterly & AnnualFinancial Results of the Company and submitting its observations to the Board of Directorsbefore its adoption by the Board review of the internal audit report & internalcontrol system audit methodology and process major accounting policies and practicecompliance with accounting standards. Committee also reviews the legal compliancereporting system.

The terms of reference of the Audit Committee are as under:

Oversight of the company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;

• Recommendation forappointment remuneration and terms of appointment of auditorsof the company;

• Approval of payment to statutory auditors for any other services rendered by thestatutory auditors;

• Reviewing with the management the annual financial statements and auditor'sreport thereon before submission to the board for approval with particular reference to:

a. Matters required to be included in the Directors Responsibility Statement to beincluded in the Board's report in terms of clause (c) of sub-section 3 of section 134 ofthe Companies Act 2013.

b. Changes if any in accounting policies and practices and reasons for the same.

c. Major accounting entries involving estimates based on the exercise of judgment bymanagement.

d. Significant adjustments made in the financial statements arising out of auditfindings.

e. Compliance with listing and other legal requirements relating to financialstatements.

f. Disclosure of any related party transactions.

g. Modified opinions in the draft audit report.

• Reviewing with the management the quarterly financial statements beforesubmission to the board for approval;

• Reviewing with the management the statement of uses / application of fundsraised through an issue (public issue rights issue preferential issue etc.) thestatement of funds utilized for purposes other than those stated in the offer document /prospectus / notice and the report submitted by the monitoring agency monitoring theutilisation of proceeds of a public or rights issue and making appropriaterecommendations to the Board to take up steps in this matter;

• Review and monitor the auditors independence and performance and effectivenessof audit process;

• Approval or any su bseq uent mod ification of transactions of the com pany withrelated parties;

• Scrutiny of inter-corporate loans and investments;

• Valuation of undertakings or assets of the company wherever it is necessary;

• Evaluation of internal financial controls and risk management systems;

• Reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems;

• Reviewing the adequacy of internal audit functions;

• Discussion with internal auditors ofanysignificantfindings and follow up thereon;

• Reviewing the findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity ora failure of internalcontrol systems of a material nature and reporting the matter to the board;

• Discussion with statutory auditors before the audit commencesabout the natureand scope of audit as well as post-audit discussion to ascertain any area of concern;

• To look into the reasons for substantial defaults in the payment to thedepositors debenture holders shareholders (in case of non-payment of declared dividends)and creditors;

• To review the functioning of the Whistle Blower mechanism;

• Approval of appointment of CFO (i.e. the whole-time Finance Director or anyother person heading the finance function or discharging that function) after assessingthe qualifications experience and background etc. of the candidate;

• Carrying outany otherfunction as is mentioned in the terms of reference oftheAudit Committee.

• Management discussion and analysis of financial condition and results ofoperations;

• Statement of significant related party transactions (as defined by theAudit

• Management letters / letters of internal control weaknesses issued by thestatutory auditors if any;

• Internal audit reports relating to internal control weaknesses if any.

• Statement of deviationsif any; in terms of Regulation 32?• 32(7) of the

All the members have financial and accounting knowledge.

Head of the Finance and Accounts Department representative of the Statutory Auditorsand other executives as are considered necessary attend meetings of the Audit Committee.

The Committee met 4 times during the year on 20/05/201612/08/201612/11 /2016 &11/02/2017.

Attendance record at the meetings of the Audit Committee of Directors during financialyear201617:

Name of the Members Status No. of Meetings Held Meetings Attended
Mr.Kaushik D. Shah Chairperson

Independent Non-Executive

4 4
Mr.Vaibhav Morarka Executive 3 3
Mr.Cyrus Vachha Independent Non-Executive 4 4

The Chairperson of the Committee was present at the Annual General Meeting held on12/08/2016 to answer the shareholder's queries.

(b) NOMINATION AND REMUNERATION COMMITTEE:

The Company is having KNomination and Remuneration CommitteeH inaccordance with Section 178 of Companies Act 2013 and Regulation 19 of the ListingRegulations. All matters relating to review and approval of compensation payable to theexecutive and non-executive directors are considered by the Nomination and RemunerationCommittee and necessary recommendations are made by the Committee to the Board for theapproval within the overall limits approved by the Members and as per Schedule V to theCompanies Act 2013.

Terms of Reference of the Nomination & Remuneration Committee inter-alia are asfollows:

- Formulate the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration forthe directors key managerial personnel and otheremployees.

- Identify persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal.

- Formulation of criteria forevaluation of Independent Directors and the Board.

- Devising a policy on the Board diversity.

- Recommend to the Board remuneration including salary perquisite and commission tobe paid to the Company's Executive Directors on an annual basis or as may be permissibleby laws applicable.

- Recommend to the Board the Sitting Fees payable for attending the meetings oftheBoard/Committee thereof and any other benefits such as Commission if any payable tothe Non- Executive Directors.

The Committee met Two (2) times during the year on May 202016 and February 112017.

The names of members of committee and their attendance are as follows

Name of the Members Status No. of Meetings Held Meetings Attended
Mr. Kaushik D. Shah Chairperson

Independent Non-Executive

2 2
Mr. Sumit Banerjee Independent Non-Executive 2 0
Mr. Cyrus Vachha Independent Non-Executive 2 2

The performance evaluation of the Independent Directors has been carried out by theentire Board of Directors to its satisfaction. In the above evaluation process theDirectors who were subjected to evaluation did not participate.

(c) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company is having 'Stakeholders Relationship Committee' in accordance with theprovisions of Section 178 of the Companies Act 2013 and Regulation 20 of the ListingRegulations. The Committee shall specifically look into the mechanism of redressal ofgrievances of shareholders & other security holders pertaining to transfer of sharesnon- receipt of declared dividends non-receipt of Annual Report issues concerningde-materialization etc.

The Company has designated the e-mail ID cs@bradys.inexclusively for the purpose of registering complaint by investors electronically. Thise-mail ID is displayed on the Company's website i.e. www.bradymorris.in

The Following table shows the nature of complaints received from the shareholdersduring the years 2016-2017.

Nature of Complaints No.of complaints received during the year 2016-2017 No. of Complaints Resolved
Non receipt of Divident Warrant - -
Non receipt of Annual Report - -
Non receipt of Share Certificate - -
SEBI - -

There were no complaints pending as on 31 st March 2017.

The Committee met Four (4) times during the year on May 202016 August 122016November 122016 and February 112017.

Name of the Members Status No. of Meetings Held Meetings Attended
Mr. Kaushik D. Shah Chairperson

IndeDendent Non-Executive

4 4
Mr. Pavan G Morarka Executive 4 4
Mr. Cyrus Vachha Independent Non-Executive 4 4

GENERAL SHAREHOLDERS INFORMATION:

ANNUAL GENERAL MEETING 71 st Annual General Meeting.
DAY & DATE 23rd September. 2017.
TIME :11.00A.M
VENUE Maharashtra Chamber of Commerce Trust
DATE OF BOOK CLOSURE 19th September 2017 to 23rd September 2017 [Both days inclusive].

SHARE TRANSFER SYSTEM:

Share Transfer Requests are received at the registered office of the Company as well asdirectly at RTAs office. RTAdoes the verification and processing of documents. In order tocomply with the requirements of SEBI Circular Nos. CIR/MIRSD/8/2012 dated July 52012 toeffect transfer of shares within 15 days the RTA has been authorised to process approveand effect transfer of shares on behalf of the Company at fortnightly intervals. The sharecertificates duly endorsed for transfer are returned to shareholders within stipulatedtime of 30 days.

REGISTRARAND SHARE TRANSFER AGENT:

M/S. BIGSHARE SERVICES PRIVATE LIMITED

Unit: [ BRADY & MORRIS ENGINEERING COMPANY LIMITED ]

1st Floor Bharat Tin Works Building

Opp. Vasant Oasis Makwana Road

Marol Andheri (E) Mumbai 400072.

Tel: 022 2847 0652 / 4043 0200 Email: info@bigshareonline.com

LISTING:

The shares of the Company are listed on BSE Limited Mumbai. The Company has paid thelisting fees for the year 2017-18.

STOCK CODE OF THE COMPANY :

Scrip Name BRADY& MORRIS ENGINEERING COMPANY LIMITED
Scrip Code 505690.
Electronic Mode INE856A01017.
DEPOSITORY CONNECTIVITY NSDL and CDSL.
ISINNO. FORTHE COMPANY'S SECURITY INE856A01017.

DEMATERIALISATION OF SHARES:

2172237 Shares representing 96.54% of total Equity Shares were held in dematerialisedform with NSDL and CDSL as on March 312017.

Members can hold shares in electronic forms and trade the same in Depository System.However they can hold the same in physical form also.

GENERAL BODY MEETINGS:

The last three Annual General Meetings were held as under:

Financial Year ended Date Time Venue
31.03.2014 27.09.2014 11.00A.M Maharashtra Chamber of Commerce Trust Oricon House 6th Floor 12 K. Dubhash Marg Fort Mumbai 400 001.
31.03.2015 26.09.2015 10.30 A.M. Maharashtra Chamber of Commerce Trust Oricon House 6th Floor 12 K. Dubhash Marg Fort Mumbai 400 001.
31.03.2016 12.08.2016 11.00 A.M. Maharashtra Chamber of Commerce Trust Oricon House6th Floor 12 K. Dubhash Ma?g Fort Mumbai 400 001.

All the matters as set out in the respective notices were passed by the Shareholders.No special resolution was required to be put through postal ballot last year.

MEANS OF COMMUNICATION:

Quarterly results are published in prominent daily newspapers.

The Company has its own website and all the vital information relating to the Companyand its products are displayed on the website Address of the website is www.bradymorris.in

SHAREHOLDING PATTERN AS ON MARCH 312017:

Category No. Of shares held % of shareholding
Promoters 1659351 73.75
Financial Institutions / Banks 900 0.04
Private Bodies Corporate 178462 7.93
Indian Public 268785 11.95
NRI/OCBs 142502 6.33
Total 2250000 100

DISTRIBUTION OF SHAREHOLDING AS ON MARCH 312017:

No. of Equity Shares held No. of Shareholders No. of Shares % of Equity Capital
Upto 500 978 112146 4.98
501-1000 47 32994 1.46
1001-5000 36 68123 3.01
5001 to 10000 2 12840 0.57
10001 to above 9 2023897 89.98
Total 1072 2250000 100

ADDRESS FOR CORRESPONDENCE:

Ms. Khushbu Jayesh Desai

Compliance Officer

BRADY& MORRIS ENGINEERING COMPANY LIMITED

Brady House

12-14 Veer Nariman Road

Fort Mumbai - 400 001 E-mail: cs@bradvs.in TelephoneNo. 022 - 22048361 -5

Registered Office: For and on behalf of the Board

Brady House Brady & Morris En

12-14 Veer Nariman Road PAVAN & MORARKA

Fort Mumbai -400 001. (DIN : 00174796)

August 212017. Chairperson

necessary attend meetings of the Audit Committee.

The Committee met 4 times during the year on 20/05/201612/08/201612/11/2016 &11/02/2017. Attendance record at the meetings oftheAuditCommitteeof Directors duringfinancial year 201617:

Name of the Members Status No. of Meetings Attended Meetings Attended
Kaushik D. Shah Chairperson

Independent Non-Executive

4 4
Vaibhav Morarka Executive 3 3
Cyrus Vachha Independent Non-Executive 4 4

The Chairperson of the Committee was present at the Annual General Meeting held on12/08/2016 to answer the shareholder's queries.

(b) NOMINATION AND REMUNERATION COMMITTEE:

The Company is having "Nomination and Remuneration CommitteeH inaccordance with Section 178 of Companies Act 2013 and Regulation 19 of the ListingRegulations. All matters relating to review and approval of compensation payable to theexecutive and non-executive directors are considered by the Nomination and RemunerationCommittee and necessary recommendations are made by the Committee to the Board for theapproval within the overall limits approved by the Members and as per Schedule V to theCompanies Act 2013.

Terms of Reference of the Nomination & Remuneration Committee inter-alia are asfollows:

- Formulate the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration forthe directors key managerial personnel and other employees.

- Identify persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal.

- Formulation of criteria forevaluation of Independent Directors and the Board.

- Devising a policy on the Board diversity.

- Recommend to the Board remuneration including salary perquisite and commission tobe paid to the Company's Executive Directors on an annual basis or as may be permissibleby laws applicable.

- Recommend to the Board the Sitting Fees payable for attending the meetings oftheBoard/Committee thereof and any other benefits such as Commission if any payable tothe Non- Executive Directors.

The Committee met Two (2) times during the year on May 202016 and February 112017.

The names of members of committee and their attendance are as follows

Name of the Members Status No. of Meetings Attended Meetings Attended
Mr. Kaushik D. Shah Chairperson

Independent Non-Executive

2 2
Mr. Sumit Banerjee Independent Non-Executive 2 0
Mr. Cyrus Vachha Independent Non-Executive 2 2

(c) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company is having 'Stakeholders Relationship Committee' in accordance with theprovisions of Section 178 of the Companies Act 2013 and Regulation 20 of the ListingRegulations. The Committee shall specifically look into the mechanism of redressal ofgrievances of shareholders & other security holders pertaining to transfer of sharesnon- receipt of declared dividends non-receipt of Annual Report issues concerningde-materialization etc.

The Company has designated the e-mail ID cs@bradys.inexclusively for the purpose of registering complaint by investors electronically. Thise-mail ID is displayed on the Company's website i.e. www.bradymorris.in

The Following table shows the nature of complaints received from the shareholdersduring the years 2016-2017.

Nature of Complaints No.of complaints received during the year 2016-2017 No. of Complaints Resolved
Non receipt of Divident Warrant - -
Non receipt of Annual Report - -
Non receipt of Share Certificate - -
SEBI - -

There were no complaints pending as on 31 st March 2017.

The Committee met Four (4) times during the year on May 202016 August 122016November 122016 and February 112017.

Name of the Members Status No. of Meetings Attended Meetings Attended
Mr. Kaushik D. Shah Independent Non-Executive 4 4
Mr. Pavan G. Morarka Executive 4 4
Mr. Cyrus Vachha Independent Non-Executive 4 4

GENERAL SHAREHOLDERS INFORMATION:

ANNUALGENERAL MEETING 71stAnnual General Meeting.
DAY & DATE :23rd Sept. 2017.
TIME :11.00A.M
VENUE Maharashtra Chamber of Commerce Trust
DATE OF BOOK CLOSURE 19th September 2017 to 23rd September 2017 [Both days inclusive].

Share Transfer Requests are received at the registered office of the Company as well asdirectly at RTAs office. RTAdoes the verification and processing of documents. In order tocomply with the requirements of SEBI Circular Nos. CIR/MIRSD/8/2012 dated July 52012 toeffect transfer of shares within 15 days the RTA has been authorised to process approveand effect transfer of shares on behalf of the Company at fortnightly intervals. The sharecertificates duly endorsed for transfer are returned to shareholders within stipulatedtime of 30 days.

REGISTRARAND SHARE TRANSFER AGENT:

M/S. BIGSHARE SERVICES PRIVATE LIMITED

Unit: [ BRADY & MORRIS ENGINEERING COMPANY LIMITED ]

1st Floor Bharat Tin Works Building

Opp. Vasant Oasis Makwana Road

Marol Andheri (E) Mumbai 400072.

Tel: 022 2847 0652 / 4043 0200 Email: info@bigshareonline.com

LISTING:

BSE Limited Mumbai.

STOCK CODE OF THE COMPANY :

Scrip Name BRADY& MORRIS ENGINEERING COMPANY LIMITED
Scrip Code 505690.
Electronic Mode INE856A01017.
DEPOSITORY CONNECTIVITY NSDL and CDSL.
ISINNO. FORTHE COMPANY'S SECURITY INE856A01017.

DEMATERIALISATION OF SHARES:

2172237 Shares representing 96.54% of total Equity Shares were held in dematerialisedform with NSDL and CDSL as on March 312017.

Members can hold shares in electronic forms and trade the same in Depository System.However they can hold the same in physical form also.

GENERAL BODY MEETINGS:

The last three Annual General Meetings were held as under:

Financial Year ended Date Time Venue
31.03.2014 27.09.2014 11.00A.M Maharashtra Chamber of Commerce Trust Oricon House 6th Floor 12 K. Dubhash Marg Fort Mumbai 400 001.
31.03.2015 26.09.2015 10.30 A.M. Maharashtra Chamber of Commerce Trust Oricon House 6th Floor 12 K. Dubhash Marg Fort Mumbai 400 001.
31.03.2016 12.08.2016 11.00 A.M. Maharashtra Chamber of Commerce Trust Oricon House6th Floor 12 K. Dubhash Ma?g Fort Mumbai 400 001.

All the matters as set out in the respective notices were passed by the Shareholders.No special resolution was required to be put through postal ballot last year.

MEANS OF COMMUNICATION:

Quarterly results are published in prominent daily newspapers.

The Company has its own website and all the vital information relating to the Companyand its products are displayed on the website Address of the website is www.bradymorris.in

SHAREHOLDING PATTERN AS ON MARCH 312017:

Category No. Of shares held % of shareholding
Promoters 1659351 73.75
Financial Institutions / Banks 900 0.04
Private Bodies Corporate 178462 7.93
Indian Public 268785 11.95
NRI/OCBs 142502 6.33
Total 2250000 100

DISTRIBUTION OF SHAREHOLDING AS ON MARCH 312017:

No. of Equity Shares held No. of Shareholders No. of Shares % of Equity Capital
Upto 500 978 112146 4.98
501-1000 47 32994 1.46
1001-5000 36 68123 3.01
5001 to 10000 2 12840 0.57
10001 to above 9 2023897 89.98
Total 1072 2250000 100

ADDRESS FOR CORRESPONDENCE:

Ms. Khushbu Jayesh Desai

Compliance Officer

BRADY& MORRIS ENGINEERING COMPANY LIMITED

Brady House

12-14 Veer Nariman Road

Fort Mumbai - 400 001 E-mail: cs@bradvs.in TelephoneNo. 022 - 22048361 -5

Registered Office: For and on behalf of the Board

Brady House Brady & Morris En.!^.

12-14 Veer Nariman Road PAVAN & MORARKA

Fort Mumbai -400 001. (DIN : 00174796)

August 04 2016. Chairperson