Your Directors take pleasure in presenting the One Hundred & Third Annual Report onthe business and operations of your Company together with the Audited Accounts for theFinancial Year ended 31st March 2016.
1. FINANCIAL HIGHLIGHTS:
|NO. ||PARTICULARS ||2015-16 ||2014-15 |
| || ||(Rs. in Lacs) ||(Rs. in Lacs) |
|a) ||Gross Turnover ||2028.29 ||1906.91 |
|b) ||Operating Profit before Interest and Depreciation ||610.36 ||590.44 |
|c) ||Less : Interest ||115.81 ||159.13 |
|d) ||Profit Before Depreciation ||494.55 ||431.31 |
|e) ||Less : Depreciation ||100.54 ||127.79 |
|f) ||Profit before exceptional items ||394.01 ||303.52 |
|g) ||Add/(Less): Exceptional items ||(8.15) ||(38.00) |
|h) ||Profit before Tax ||385.86 ||265.52 |
|i) ||Less: Tax for the year: || || |
| ||(i) Current / Earlier Year ||82.04 ||56.20 |
| ||(ii) Deferred ||8.76 ||(14.01) |
| || ||90.80 ||42.19 |
|j) ||Profit after Tax ||295.06 ||223.33 |
|k) ||Add/(Less) Prior year adjustments ||(0.40) ||(5.72) |
|I) ||Profit for the year ||294.66 ||217.61 |
|m) ||Add: Balance brought forward from the previous year ||1408.70 ||1221.81 |
|n) ||Profit available for appropriations ||1703.36 ||1439.42 |
|o) ||Less: Appropriations:- || || |
| ||i) Proposed Dividend ||19.13 ||25.50 |
| ||ii) Tax on proposed Dividend ||3.89 ||5.22 |
| ||iii) Transfer to General Reserve ||30.00 ||- |
| || ||53.02 ||30.72 |
|P) ||Balance carried to Balance Sheet ||1650.34 ||1408.70 |
| ||EPS ||11.57 ||8.76 |
FINANCIAL HIGHLIGHTS FOR THE LAST THREE YEARS
(Rs. in Lacs)
|Particulars ||2015-16 ||2014-15 ||2013-14 |
|Total revenue ||2028.29 ||1906.91 ||2088.38 |
|Profit before depreciation and amortization ||494.55 ||431.31 ||419.06 |
|Depreciation and amortization ||100.54 ||127.79 ||84.27 |
|Profit before exceptional items & tax ||394.01 ||303.52 ||334.79 |
|Exceptional items ||(8.15) ||(38.00) ||91.41 |
|Profit before tax ||385.86 ||265.52 ||426.20 |
|Tax expense ||90.80 ||42.19 ||89.81 |
|Net profit after tax ||295.06 ||223.33 ||336.39 |
|Equity shares ||2550000 ||2550000 ||2550000 |
|EPS ||11.57 ||8.76 ||13.19 |
|Dividend % ||7.50 ||10 ||15 |
Your Directors are pleased to recommend for the approval of the shareholders dividend @7.50% i.e. Rs. 0.75 per share for the year ended 31st March 2016.
3. SHARE CAPITAL OF THE COMPANY:
The Paid up Equity Share Capital as at 31st March 2016 was Rs. 25500000/- dividedinto 2550000 Equity shares having face value of Rs. 10/- each fully paid up. During theyear under review the Company has not issued any shares with differential voting rightsnorgranted any stock options or sweat equity.
4. WORKING RESULT:
The Companys gross turnover is slightly higher than the previous year and profitbefore tax has improved substantially as compared to the previous year. This has beenpossible due to sustained efforts from the employees of the Company.
5. FUTURE OUTLOOK:
The Company has been exploring opportunities to increase the trading activities anddiversify into new areas for better growth.
6. BOARD OF DIRECTORS:
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Ms. Paramita Mahapatra retires by rotation at theforthcoming Annual General Meeting and being eligible has offered herself forre-appointment.
During the year under review Mr. Prakash Mehta Director of the Company has resignedw.e.f. January 122016 & in lieu towards filling the vacancy created by Mr. PrakashMehta the Company has appointed Mr. Rajivkumar Bakshi as an Additional Director w.e.f. 3rdFebruary 2016. Your Board proposes to regularize his appointment under Section 161 (1) ofthe Act and appoint him as an Independent Director for a term of 2 (two)years.
7. DECLARATION BY INDEPENDENT DIRECTOR (S)
All Independent Directors have given declaration that they meet the criteria ofIndependence as laid down under section 149(6) of the Companies Act 2013.
8. 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 along with 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 provisions ofall applicable laws and that such systems were adequate and operating effectively.
9. KEY MANAGERIAL PERSONNEL:
The Company has the following Key Managerial Personnel:
|Sr. No. ||Name of the person ||Designation |
|1. ||Mr. Pavan G. Morarka ||Chairman & Managing Director |
|2. ||Mr. R. K. Sharma ||Chief Financial Officer |
|*3. ||Ms. Khushbu Desai ||Company Secretary & Compliance Officer. |
Appointed w.e.f. December 05 2015
10. BOARD EVALUATION:
The Companys 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 has committed to a continuing process of recommending andlaying down 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:
|Sr.No. ||Assessment Criteria |
|1 ||Attendance participations in the Meetings and timely inputs on the minutes of the meetings |
|2 ||Contribution towards growth of the Company including actual vis-a-vis budgeted performance. |
|3 ||Leadership initiative like new ideas and planning towards growth of the Company and steps initiated towards Branding of the Products of the Company. |
|4 ||Adherence to ethical standards & code of conduct of Company |
|5 ||Team work attributes and supervising & training of staff members |
|6 ||Compliance with policies Reporting of frauds violation etc. and disclosure of interest |
|7 ||Safeguarding of interest of whistle blowers under vigil mechanism and Safeguard of confidential information |
11. 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.
12. AUDIT COMMITTEE:
The Audit Committee as on March 312016 comprises of the following Independent andExecutive Directors:
Mr. Kaushik D. Shah Mr. Pinaki Misra Mr. RajivkumarBakshi & Mr. Pavan G. Morarkaas 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.
13. NOMINATION & REMUNERATION 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 Byoard meetings Committee meetings General Meetings and in relationto the business of the Company.
14. 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.whbrady.in).
15. 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.
16. 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.
17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has not given any guarantees during the Financial Year 2015-16 but hasgranted loans and made investments covered under Section 186 of the Companies Act 2013which forms a part of the notes to the financial statements provided in this AnnualReport.
18. 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.
19. 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 Party Transactions are placed before the Audit Committee and also tothe Board for their approval in accordance with the Related Party Transactions Policy ofthe Company.
The disclosure in Form AOC-2 is given as per Annexure "B".
20. 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 2015-16.
21. 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.whbrady.in
All the Board Members and Senior Management Personnel have confirmed compliance withthe Code.
22. SUBSIDIARIES ASSOCIATE COMPANIES & JOINT VENTURES :
Brady & Morris Engineering Co. Ltd. (Subsidiary Company)
M/s. Brady & Morris Engineering Co. Ltd is carrying on the business ofmanufacturing material handling Equipments. The Company holds 72.50% of the Equity ShareCapital and 100% of the 7% Redeemable Non Cumulative Non Convertible Preference Shares inSubsidiary Company as on 31st March 2016. The Annual Accounts of Subsidiary Company forthe year ended 31st March 2016 alongwith the Report are annexed with the Company's AnnualReport for the information of the shareholders.
A statement containing the details of the Subsidiary is attached in Form AOC-1 in thegiven Annexure "C".
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 104th AGM 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 "D" and forms an integral part to this Report.
25. AUDITORS REPORT/SECRETARIAL AUDIT REPORT:
The Auditors Report and the Secretarial Audit Report for the year ended 31/03/2016 donot contain any qualification' reservation & 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 ofinternal 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 pursuant to Section134(3)(m) of the Companies Act 2013 read with the Rule 8(3) of the Companies (Accounts)Rules 2014 is not applicable to the Company as there was no manufacturing activity duringthe year.
FOREIGN EXCHANGE EARNING AND OUTGO Please refer Notes 25 & 34
28. 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.
29. 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.
30. 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(Listing obligations and disclosure requirements) Regulations 2015.
31. HEALTH SAFETY AND ENVIRONMENT:
The Company in order to fulfill its commitment towards health safety and environmenthas taken active steps towards Safety Management System. For developing effectiveness ofSafety Management System training of all employees across the Company is ensured throughvarious training programs. The same is being monitored through internal audit teams anddelegation of safety management up to the local level. Further emergency management plansare reviewed and updated regularly. Regular site visits ensure the enhancement of safetyculture which has also ensured the safe commissioning of the new projects. '
All the properties of the Company including Office Building Plant & MachineryStocks etc. are adequately insured.
The Directors take this opportunity to express their appreciation for the cooperationreceived from the Company's Bankers valuable Customers and others concerned with theCompany. Your involvement as shareholders is greatly valued and your board looks forwardto your continued support
|Registered Office : ||For and on behalf of the Board |
|Brady House ||W. H. Brady & Co. Limited |
|12-14 Veer Nariman Road || |
|Fort Mumbai - 400 001. ||PAVAN Gl MORARKA |
|May 20 2016. ||(DIN: 00174796) |
| ||Chairman & Managing Director |