The Board of Directors are pleased to present the Company's 105th AnnualReport together with the annual audited financial statements (standalone and consolidated)for the financial year ended March 31 2018.
1. FINANCIAL HIGHLIGHTS
The Company's financial performance for the year ended March 31 2018 is summarizedbelow:
(Rs. In Lakhs except EPS
| || |
|PARTICULARS ||2017-18 ||2016-17 ||2017-18 ||2016-17 |
|Gross Income ||2083.47 ||2313.06 ||4153.20 ||5778.98 |
|Profit before Depreciation Finance Costs Exceptional Items and Taxation ||575.25 ||636.43 ||343.4 ||886.01 |
|Less: Depreciation and Amortisation expense ||82.99 ||91.75 ||161.46 ||193.37 |
|Profit before Finance Costs Exceptional Items and Taxation ||492.26 ||544.68 ||181.94 ||692.65 |
|Less: Finance costs ||148.34 ||139.94 ||261.17 ||281.97 |
|Profit /(Loss) before Exceptional Items and Taxation ||343.92 ||404.73 ||(79.23) ||410.67 |
|Add: Exceptional Items ||- ||- ||309.78 ||- |
|Profit before Taxation ||343.92 ||404.73 ||230.55 ||410.67 |
|Less: Tax Expense ||70.90 ||89.14 ||70.90 ||89.14 |
|Profit /(Loss) for the year ||273.02 ||315.59 ||159.65 ||321.53 |
|Other comprehensive income/(loss) ||(23.05) ||25.77 ||(20.58) ||28.41 |
|Total Other comprehensive income/(loss) for the year ||249.97 ||341.36 ||139.06 ||349.95 |
|Basic and Diluted EPS ||10.71 ||12.38 ||7.48 ||12.59 |
2. FINANCIAL PERFORMANCE
The gross turnover of your Company stood at Rs. 2083.47 Lakhs for the year ended March31 2018 as against Rs. 2313.06 Lakhs in the previous year. The Company made a net profitof Rs. 273.02 Lakhs for the year ended March 31 2018 as compared to the net profit of Rs.315.59 Lakhs in the previous year.
The consolidated turnover of your Co. was at Rs. 4153.20 Lakhs as against Rs. 5778.98Lakhs in the previous financial year. The Company made a consolidated net profit ofT159.65 Lakhs for the year ended March 312018 as compared to the net profit of Rs. 321.53Lakhs in the previous year.
3. WORKING RESULTS
Both the Gross turnover and the Profits have been lower than the previous year due todifficult business environment. Company is hopeful to perform better in future.
4. FUTURE OUTLOOK
Company is on a continuous lookout for better products for trading. In view of thisthe Board is hopeful of better turnover & profitability.
In order to conserve the resources of the Company for future operations your Directorsregret their inability to recommend dividend for the year under review.
6. TRANSFER TO RESERVES
Your company has not proposed any amount to be transferred to Reserves out of theprofits earned during the Financial Year 2017-2018.
7. SHARE CAPITAL OF THE COMPANY
The issued subscribed and paid-up share capital of the Company stood at Rs.25500000/- as at March 312018 comprising of 2550000 Equity Shares of' 10/- each fullypaid-up. During the year under review the Company has not issued any shares withdifferential voting rights or granted any stock options or sweat equity.
8. SUBSIDIARIES ASSOCIATE COMPANIES & JOINT VENTURES
Brady & Morris Engg. Co. Ltd. (BME) the subsidiary of the Company is in thebusiness of manufacturing material handling Equipment's. BME has registered a gross incomeof ^ 2604.67 Lakhs as compared to T 4365.24 Lakhs in the previous year. The Net loss aftertax for the year is Rs. 113.37 Lakhs as compared to Net profit after tax of T 5.93 Lakhsin the previous year.
Pursuant to provisions of Section 129(3) of the Act read with Rule 5 of the Companies(Accounts) Rules 2014 a statement containing salient features of the financialstatements of the Company's Subsidiary Company in Form AOC-1 is attached herewith as Annexure"A" and forms part of this Report.
In accordance with third proviso of Section 136(1) of the Companies Act 2013 theAudited Annual Report of the Company containing therein its standalone and theconsolidated financial statements has been placed on the website of the Companywww.whbrady.in Further as per fourth proviso of the said section Audited Annual Accountsof each of the Subsidiary Companies have also been placed on the website of the Companywww.brady.in Shareholders interested in obtaining a copy of the Audited Annual Accounts ofthe subsidiary company may write to the Company at the Company's registered office.
Your Company does not have any joint venture or associate companies within the meaningof Section 2(6) of the Companies Act 2013.
9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the recommendation of the Nomination and Remuneration Committee the Boardat its Meeting held on August 32018 re-appointed Mr. Pavan G. Morarka(DIN: 00174796) as aChairperson and Managing Director of the Company for a period of three years with effectfrom January 12019 to December 312021 in accordance with the provisions of Sections196197 and 203 read with Schedule "V" and all other applicable provisions ofthe Companies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended from time to time and subject to approval of members ofthe Company at the ensuing Annual General Meeting.
Pursuant to the provisions of the Companies Act 2013 Mr. Kaushik D Shah and Mr.Pinaki Misra were appointed as Independent Directors to hold office for Five consecutiveyears for a term upto March 31 2019 by the Members of the Company in the 101st AnnualGeneral Meeting held on September 27 2014. Mr. Kaushik D Shah and Mr. Pinaki Misra areeligible for re-appointment as Independent Directors for a second term of Five (5)consecutive years.
Pursuant to the provisions of the Companies Act based on the performance evaluationreport and as per the recommendation of the Nomination and Remuneration Committee theBoard has recommended the re-appointment of Mr. Kaushik D Shah and Mr. Pinaki Misra asIndependent Directors for a second term of Five (5) consecutive years from April 1 2019to March 31 2024 for the approval of the Members through a Special Resolution at theensuing Annual General Meeting
During the year under review based on the performance evaluation report and as per therecommendation of the Nomination and Remuneration Committee the Board of Directorsappointed Mr. Rajiv Kumar Bakshi as an Independent Director of the Company for a secondterm of Five (5) consecutive years with effect from February 2 2018 to February 1 2023subject to approval of members of the Company at the ensuing Annual General Meeting.
In accordance with the provisions of Section 152 (6) of the Companies Act 2013 and theArticles of Association of the Company Mr. Vaibhav P. Morarka Director of the Companyretires by rotation and being eligible offers himself for reappointment at the 105thAnnual General Meeting of the Company scheduled to be held on September 292018.
Ms. Paramita Mahapatra has resigned from the Company w.e.f. August 32018.
Pursuant to provisions of Section 2(51) and Section 203 of the Companies Act 2013 readwith the Companies)Appointment and Remuneration of Managerial Personnel Rules 2014 KeyManagerial Personnel of your Company are as below:
|Sr. No. ||Name of the Key Managerial Personnel as on March 31 2018 ||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 |
|4. ||#Ms. Khushmeeta Bafna ||Company Secretary & Compliance Officer |
*Ms. Khushbu Desai resigned from close of working hours of February 10 2018.
#Ms. Khushmeeta Bafna appointed w.e.f. February 11 2018.
10. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
11. BOARD MEETINGS
The Board of Directors met Five (5) times in the financial year. Particulars ofmeetings held and attended by each Directorare detailed in the Corporate GovernanceReport which forms part of this Report.
12. POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION
The Company's policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatters provided under sub-section (3) of Section 178 of the Act is available on Company'swebsite: www.whbrady.in .
13. BOARD COMMITTEES
As on March 312018 the Board had three Committees viz
1. Audit Committee ("AC")
2. Stakeholders' Relationship Committee ("SRC")
3. Nomination and Remuneration Committee ("NRC")
Details of all the Committees along with their composition terms of reference andmeetings held during the year are provided in Report on Corporate Governance.
14. BOARD EVALUATION
The annual evaluation process of the Board of Directors ("Board") Committeesand individual Directors was carried out in the manner prescribed as per the provisions ofthe Act Guidance Note on Board Evaluation issued by Securities and Exchange Board ofIndia on January 52017 and as per the Corporate Governance requirements prescribed bySEBI Listing Regulations.
The performance of the Board its Committees and individual Directors was evaluated bythe Board seeking inputs from all the Directors. The performance of the Committees wasevaluated by the Board seeking inputs from the Committee Members. The "NRC"reviewed the performance of the Board and individual Directors seeking inputs from all theDirectors. A separate meeting of Independent Directors was also held on February 10 2018to review the performance of Non- Independent Directors; performance of the Board as awhole and performance of the Chairman of the Company taking into account the views ofManaging Director / Executive Directors and Non-Executive Directors (excluding thedirector being evaluated). The Board meeting held on May 302018 discussed the performanceof the Board its Committees and individual Directors.
The criteria for performance evaluation of the Board included aspects like Boardcomposition and structure; effectiveness of Board processes information and functioningetc. The criteria for performance evaluation of Committees of the Board included aspectslike composition and structure of the Committees functioning of Committee meetingscontribution to decision of the Board etc. The criteria for performance evaluation of theindividual Directors included aspects on contribution to the Board and Committee meetingslike preparedness on the issues to be discussed meaningful and constructive contributionand inputs in meetings integrity etc. In addition the Chairman was also evaluated on thekey aspects of his role.
15. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of theAct with respect to Directors' Responsibility Statement the Directors hereby confirmthat:
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that no material departures have been made in following the same;
(b) appropriate accounting policies have been selected and applied consistently andjudgments and estimates made are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand loss of the Company for that period;
(c) proper and sufficient care for maintenance of adequate accounting records inaccordance with the provisions of Act have been taken for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities if any;
(d) the annual accounts have been prepared on a going concern basis;
(e) internal financial controls to be followed by the Company have been laid down andthat such internal financial controls are adequate and were operating effectively; and
(f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
16. AUDITORS AND AUDIT REPORTS
In accordance with Section 139 of the Companies Act 2013 and the Companies (Audit andAuditors) Rules 2014 the Members of the Company in its 104lh Annual GeneralMeeting held on September 232017 approved the appointment of M/s. S. S. Rathi & Co.Chartered Accountants (Registration No.: 108726W) as the Statutory Auditors of theCompany for a consecutive term of five years i.e. from the conclusion of 104"1Annual General Meeting till the conclusion of 109th Annual General Meeting ofthe Company. The Company has obtained written confirmation from M/s. S. S. Rathi &Co. that their appointment for the financial year2018-19 would be In conformity with thelimits specified in the said Section.
The first proviso to section 139(1) of the Companies Act 2013 has been omitted videsection 40 of the Companies (Amendment) Act 2017 notified on May 72018. Therefore it isnot mandatory for the Company to place the matter relating to appointment of statutoryauditor for ratification by members at every Annual General Meeting. Hence the Company hasnot included the ratification of statutory auditors in the Notice of AGM.
The Report given by M/s. S. S. Rathi & Co. Chartered Accountants on the financialstatements of the Company for the financial year2017-2018 forms part of the Annual Report.
The Auditors' Report is unmodified i.e. it does not contain any qualificationreservation or adverse remark or disclaimer.
Pursuant to the provisions of Section 138 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 the Board of Directors on recommendation of the AuditCommittee re-appointed M/s Himank Desai & Co. and M/s V V Kale & Co. CharteredAccountants as Internal Auditors to conduct Internal Audit of the functions and activitiesof the Company for the financial year2018-19.
C. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorson recommendation of the Audit Committee re-appointed M/s. GMJ & Associates CompanySecretaries to conduct the Secretarial Audit for the financial year 2018-19. The Companyhas annexed to this Report as Annexure "B" a Secretarial Audit Reportgiven by the Secretarial Auditor.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
D. REPORTING OF FRAUDS BY AUDITORS
During the year under review the Statutory Auditors and Secretarial Auditor have notreported any instances of frauds committed in the Company by its Officers or Employees tothe Audit Committee under section 143(12) of the Companies Act 2013 details of whichneeds to be mentioned in this Report.
17. PUBLIC DEPOSITS
During the year under review the Company has not accepted any public deposits withinthe meaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.
18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Your Company has neither given any loans guarantee or provided any security inconnection with a loan nor made any investments covered underthe provisions of Section 186of the Companies Act 2013 during the year under review.
19. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions entered during the year were in the Ordinary Course ofBusiness and on arm's length basis. During the year under review your Company has enteredinto Material Related Party Transactions i.e. transactions exceeding ten percent of theannual consolidated turnover as per the last audited financial statements with Brady& Morris Engg. Co. Ltd. a Subsidiary of your Company. These transactions too were inthe Ordinary Course of Business of your Company and were at Arm's Length Basis details ofwhich as required to be provided under section 134(3)(h) of the Companies Act 2013 aredisclosed in Form AOC-2 as Annexure "C" and forms part of this Report.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website www.whbrady.in .
20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Adetailed analysis of your Company's performance is discussed in the ManagementDiscussion and Analysis Report which forms part of this Annual Report.
21. CORPORATE GOVERNANCE
Pursuant to the Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 corporate governance provisions are not applicable to yourCompany as the Company's paid up Equity Share Capital does not exceed Rs. 10 Crores andnet worth does not exceed Rs. 25 Crores as on March 312018.
A Voluntary Report on Corporate Governance as stipulated under Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 forms part of thisAnnual Report.
22. VIGIL MECHANISM
The Vigil Mechanism as envisaged in the Companies Act 2013 the Rules prescribedthereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is implemented through the Company's Whistle Blower Policy to enable the Directorsemployees and all stakeholders of the Company to report genuine concerns about unethicalbehaviour actual or suspected fraud or violation of the Company's Code of Conduct orEthics Policy. The policy provides for adequate safeguards against victimisation ofpersons who use such mechanism and make provision for direct access to the Chairman of theAudit Committee.
Whistle Blower Policy of your Company is available on the Company's websitewww.whbrady.in . Further details are available in the Report on Corporate Governance thatforms part of this Report.
During the financial year 2017-18 no cases under this mechanism were reported to theCompany and/or to any of its subsidiaries.
23. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Work Place (Prevention Prohibition andRedressal)Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment.
During the financial year 2017-18 no cases in the nature of sexual harassment werereported at any workplace of the Company or any of its subsidiaries.
24. CORPORATE SOCIAL RESPONSIBILITY(CSR)
Provisions relating to CSR enumerated under Section 135 of the Companies Act 2013 arenot applicable to your Company and accordingly your Company does not have CSR policy.
25. RISK MANAGEMENT
The Company has a well-defined risk management framework in place with the objective toformalize the process of Identification of Potential risk and adopt appropriate riskmitigation measures. 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.
The details of the risks faced by the Company and the mitigation thereof are discussedin detail in the Management Discussion and Analysis report.
26. INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate internal financial controls with reference to theFinancial Statements commensurate with the size scale and complexity of its operations.The scope and authority of the Internal Audit function is defined by the Audit Committee.To maintain its objectivity and independence the Internal Audit function reports to theChairman of the Audit Committee of the Board of Directors.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies of the Company.
Based on the results of such assessments carried out by internal audit function noreportable material weakness or significant deficiencies in the design or operation ofinternal financial controls was observed. Nonetheless your Company recognises that anyinternal control framework no matter how well designed has inherent limitations andaccordingly regular audits and review processes ensure that such systems are reinforcedon an ongoing basis.
27. 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 comply with the Code.
28. CODE FOR PREVENTION OF INSIDER TRADING PRACTICES
The Company has adopted a code of conduct ('Code') for prevention of insider tradingwith a view to regulate monitor and ensure reporting of trading by the Employees andConnected Persons designated on the basis of their functional role in the Company towardsachieving compliance with the Regulations. The Code requires pre-clearance for dealing inthe Company's shares and prohibits the purchase or sale of the Company's shares by theDirectors and Designated Persons while in possession of unpublished price sensitiveinformation in relation to the Company or its securities. The Company has appointed theCompany Secretary as the Compliance Officer to ensure compliance of the said Code by allthe Directors and employees likely to have access to unpublished price sensitiveinformation and implementation of the same under the overall supervision of the Board ofDirectors of the Company.
29. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isattached herewith as Annexure "D" and forms part of 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 as amended from time to time. Thereforeno such details are required to be given.
30. EXTRACT OF ANNUAL RETURN
Pursuant to section 134(3)(a) and section 92(3) of the Companies Act 2013 read withRule 12(1) of the Companies (Management and Administration) Rules 2014 an extract of theAnnual Return as on 31st March 2018 in Form No. MGT-9 is attached herewith as Annexure"E" and forms part of this Report.
31. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The information pertaining to conservation of energy technology absorption and foreignexchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act 2013 readwith the Rule 8(3) of the Companies (Accounts) Rules 2014 is attached herewith as Annexure"F" and forms part of this Report.
32. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this Report.
All the properties of the Company including Office Building Plant & MachineryStocks etc. are adequately insured.
34. SAFETY HEALTH AND ENVIRONMENTAL PERFORMANCE
Your Company's commitment towards safety health and environment is being continuouslyenhanced and persons working at all locations are given adequate training on safety andhealth. The requirements relating to various environmental legislations and environmentprotection have been duly complied with by your Company.
35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
During the financial year 2017-18 there were no significant and material orders passedby the regulators or courts or tribunals impacting the going concern status and Company'soperations in future.
36. AFFIRMATION ON COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors of the Company has affirmed compliance with SecretarialStandards I & II issued by Institute of Company Secretaries of India.
The Board of Directors would like to express theirsincere appreciation for theassistance and co-operation received from the Company's Bankers valuable Customers andothers concerned with the Company. Your involvement as shareholders is greatly valued andyour Board looks forward to your continued support.
|Registered Office: ||For and on behalf of the Board |
|Brady House 4"' Floor ||W. H. Brady & Co. Ltd. |
|12-14 Veer Nariman Road || |
|Fort Mumbai - 400 001. ||PAVAN G. MORARKA |
|CIN: L17110MH1913PLC000367 ||Chairman & Managing Director |
|Tel: +91 22 2204 8361 Fax: +91 22 2204 1855 ||(DIN : 00174796) |
|Email: email@example.com Website: www.whbrady.in || |
|August 3 2018. || |