Brady & Morris Engineering Company Ltd.
|BSE: 505690||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE856A01017|
|BSE LIVE 15:40 | 27 Apr||87.65||
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|Mkt Cap.(Rs cr)||19.72|
|Mkt Cap.(Rs cr)||19.72|
Brady & Morris Engineering Company Ltd. (BRADYMORRIS) - Director Report
Company director report
Your Directors take pleasure in presenting the 70th Annual Report on the business andoperations of your Company together with the Audited Accounts for the year ended 31 stMarch 2016.
1. FINANCIAL RESULTS:
HIGHLIGHTS FOR LAST THREE YEARS :
In view of the carried forward losses your Directors express their inability torecommend any dividend for the year ended 31 st March 2016.
3. SHARE CAPITAL OF THE COMPANY:
The Paid up Equity Share Capital as at 31st March 2016 was Rs. 222500000/- dividedinto 2250000 Equity shares having face value of Rs. 10/- each fully paid up and20000000 7% Redeemable Non Cumulative Non Convertible Preference Shares having facevalue of Rs. 10/- each fully paid up.
The Company has issued 12500000 7% Redeemable Non Cumulative Non ConvertiblePreference Shares of Rs. 10/-each during the FY2015-16.
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:
Despite the Infrastructure Industry still going through difficult times your Companyhas managed to improve the gross turnover as compared to the previous year and has made asmall profit before tax of Rs. 14.49 Lakhs against losses in the previous year.
5. FUTURE OUTLOOK:
As informed in the previous year the Company is continuously taking steps to improvethe design of its existing products introduce new products and expand the dealershipnetwork. The company has been successful in bringing down the costs and improving itsmargin.
The Company hopes to do better in the current year.
6. SUBSIDIARIES ASSOCIATE COMPANIES & JOINT VENTURES:
The Company does not have any Subsidiary Associate Companies or Joint Ventures.
7. BOARD OF DIRECTORS:
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Ms. Urvashi Shah Director of the Company retiresby rotation at the forthcoming AGM and being eligible offers herself for re-appointment.
Mr. Cyrus Vachha & Mr. Sumit Banerjee Independent Directors of the Company arebeing re-appointed for a term of 5 (five) years.
8. DECLARATION BY INDEPENDENT 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.
9. 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.
10. KEY MANAGERIAL PERSONNEL:
The Company has the following Key Managerial Personnel:
* Appointed from 5th December 2015.
Appointed from 6th November 2015.
Mr. Rajendra Kumar Pandey CFO Resigned from 1st August 2015
11. BOARD EVALUATION:
The Company's Board of Directors are dedicated to act in good faith; in the bestinterest of the company and its stakeholders. With an aim to maintain a proactive andeffective Board the Board is committed to a continuing process of recommending and layingdown the criteria to evaluate the performance of the entire Board of the Company.
Some of the specific issues on which performance of the Board Individual Directors& its Committees as per their policies & parameters were discussed at the meetingheld on February 032016:
12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The details of the number of meetings of the Board held during the Financial Year2015-2016 forms a part of the Voluntary Corporate Governance Report.
13. AUDIT COMMITTEE:
The Audit Committee as on March 312016 comprises of the following Independent andExecutive Directors:
Mr. Kaushik D. Shah Mr. Cyrus Vachha & Mr. Vaibhav Morarka as members.
Further all recommendations of Audit Committee were accepted by the Board ofDirectors. Other details about the Audit Committee and other Committees of the Board areprovided in the Voluntary Corporate Governance Report forming part of this Annual Report.
14. REMUNERATION & NOMINATION POLICY:
The Company has been following well laid down policy on appointment and remuneration ofDirectors KMP and Senior Management personnel. The appointment of Directors is madepursuant to the recommendation of Nomination and Remuneration Committee (NRC).
The remuneration of Executive Directors comprises of Basic Salary and Perquisites &follows applicable requirements of the Companies Act 2013. Approval of shareholders forpayment of remuneration to Executive Directors is sought from time to time. Theremuneration of Non-Executive Directors comprises of sitting fees in accordance with theprovisions of Companies Act 2013 and reimbursement of expenses incurred in connectionwith attending the Board meetings Committee meetings General Meetings and in relation tothe business of the Company.
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.bradymorris.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 year2015-16 but the investments covered under Section 186 of the Companies Act 2013 form partof the notes to the financial statements provided in thisAnnual 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 PARTYTRANSACTIONS:
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 PartyTransactions are placed before the Audit Committee and also to the Board for theirapproval in accordance with the Related Party Transactions Policy of the Company.Thedisclosure 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 forthe Financial Year 2015-16.
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 with theCode.
23. APPOINTMENT OF AUDITORS:
M/s. C. L. Dalai & Co. Chartered Accountants were appointed as the StatutoryAuditors of the Company at the AGM held on 27th September 2014 to hold office until theconclusion of the 71stAGM are recommended for ratification of appointment for theFinancial Year 2016-17. As required under the provisions of Section 139 of the CompaniesAct 2013 the Company has obtained written confirmation from M/s. C. L. Dalai & Co.Chartered Accountants that their appointment if made would be in conformity with thelimits 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. AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:
The Auditors Report & the Secretarial Audit Report for the year ended 31/03/2016 donot 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 adequacyof internal control system in the Company its compliance with operating systemsaccounting procedures 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 thisReport.
28. ENVIRONMENT HEALTH AND SAFETY:
The Company is aware of the importance of environmentally clean and safe operations.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 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 as Annexure'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 during the financial year.
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 Regulation 34(3) of SEBI (LODR) Regulation 2015 is not applicable to the Companyfor the Financial Year 2015- 16 but your Company has adopted best practices prevailingfor internal regulations and for good Corporate Governance. A small note on CorporateGovernance Practices adopted by the Company voluntarily is attached as Annexure 'F' tothe Directors' Report.
The Shares of the Company are listed on BSE Limited Mumbai and the Company has paidListing Fees for the year 2015-2016.
34. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS
There are no significant/ material orders passed by the Regulators or courtsorTribunals impacting the going concern status of your Company and its operations infuture.
All the properties of the Company including Factory Building Plant & MachineryStocks etc. are adequately insured.
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.