Your Directors take pleasure in presenting the One Hundred & Fourth Annual Reporton the business and operations of your Company together with the Audited Accounts for thefinancial year ended 31st March 2017.
1. FINANCIAL HIGHLIGHTS:
|NO. PARTICULARS ||2016-17 ||2015-16 |
| ||(Rs. in Lacs) ||(Rs. in Lacs) |
|a) Gross Turnover ||2217.96 ||2028.29 |
|b) Operating Profit before Interest and Depreciation ||541.70 ||610.36 |
|c) Less : Interest ||90.63 ||115.81 |
|d) Profit Before Depreciation ||451.07 ||494.55 |
|e) Less : Depreciation ||91.75 ||100.54 |
|f) Profit before exceptional items ||359.32 ||394.01 |
|g) Add/(Less) : Exceptional items ||41.96 ||(8.15) |
|h) Profit before Tax ||401.28 ||385.86 |
|i) Less: Tax for the year: || || |
|(i) Current /Earlier Year ||84.45 ||82.04 |
|(ii) Deferred ||4.69 ||8.76 |
| ||89.14 ||90.80 |
|j) Profit after Tax ||312.14 ||295.06 |
|k) Add/(Less) Prior year adjustments ||(0.05) ||(0.40) |
|l) Profit for the year ||312.09 ||294.66 |
|m) Add: Balance brought forward from the previous year ||1650.34 ||1408.70 |
|n) Profit available for appropriations ||1962.43 ||1703.36 |
|o) Less: Appropriations:- || || |
|i) Proposed Dividend ||- ||19.13 |
|ii) Tax on proposed Dividend ||- ||3.89 |
|iii) Transfer to General Reserve ||- ||30.00 53.02 |
|p) Balance carried to Balance Sheet ||1962.43 ||1650.34 |
|EPS ||12.24 ||11.57 |
|FINANCIAL HIGHLIGHTS FOR THE LAST THREE YEARS || || || |
| || || ||(Rs. in Lacs) |
|Particulars ||2016-17 ||2015-16 ||2014-15 |
|Total revenue ||2217.96 ||2028.29 ||1906.91 |
|Profit before depreciation and amortization ||451.07 ||494.55 ||431.31 |
|Depreciation and amortization ||91.75 ||100.54 ||127.79 |
|Profit before exceptional items & tax ||359.32 ||394.01 ||303.52 |
|Exceptional items ||41.96 ||(8.15) ||(38.00) |
|Profit before tax ||401.28 ||385.86 ||265.52 |
|Tax expense ||89.14 ||90.80 ||42.19 |
|Net profit after tax ||312.09 ||295.06 ||223.33 |
|Equity shares ||2550000 ||2550000 ||2550000 |
|EPS ||12.24 ||11.57 ||8.76 |
|Dividend % ||- ||7.50 ||10 |
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 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 rightsnor granted any stock options or sweat equity.
4. WORKING RESULT :
Due to the sustainable efforts of the employees & right strategy of the managementthe profits were higher as compared to the previous year.
5. FUTURE OUTLOOK:
In order to expand & diversify its trading activities the Company is on acontinuous lookout for better opportunities.
6. 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. Vaibhav Morarka retires by rotation at theforthcoming Annual General Meeting and being eligible has offered himself forre-appointment.
During the Financial Year under review there has been no change in the Key ManagerialPersonnel of the Company.
7. 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.
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 provisionsof all applicable laws and that such systems were adequate and operating effectively.
9. 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 by SEBI (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 as under:
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 resolution 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 Sub Committees |
| || Leading the functions of the Committees based on knowledge and experience |
10. 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.
11. COMMITTEES OF BOARD OF DIRECTORS:
As on 31st March 2017 the Company has in place the following Committees:
Nomination & Remuneration Committee
Stakeholders Relationship Committee.
Details of the Committees of the Board of Directors and meetings held during the yearunder review are provided separately in the Voluntary Corporate Governance Report whichforms part of this Annual Report.
12. 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.
13. 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).
14. 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.
15. 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.
16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has not given any guarantees during the financial year 2016-17 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.
17. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 asrequired under Section 92 of the Companies Act 2013 is included in this Report as Annexure"A" and forms an integral part of this Report.
18. RELATED PARTY TRANSACTIONS:
All Related Party transactions that were entered into during the Financial Year were onarm's length basis and 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.
The disclosure in Form AOC-2 is given as per Annexure "B".
19. 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.
20. 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.
21. 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 2017. The Annual Account of Subsidiary Company forthe year ended 31st March 2017 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- 1in the given Annexure "C."
22. APPOINTMENT OF AUDITORS:
Your Board proposes to appoint M/s. S. S. Rathi & Company Chartered AccountantsMumbai (Firm Registration No. 108726W with the Institute of Chartered Accountants ofIndia) in place of M/s. C. L. Dalal & Co. Chartered Accountants the retiringAuditors to hold office from the conclusion of the ensuing AGM until the conclusion ofthe 109th AGM to be held in 2022 (subject to ratification of the appointment by themembers at every AGM held after this AGM). As required under the provisions of Section 139of the Companies Act 2013 the Company has obtained written confirmation from M/s. S. S.Rathi & Associates Chartered Accountants that their appointment if made would be inconformity with the limits specified in the said Section.
23. 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.
24. AUDITORS REPORT/SECRETARIAL AUDIT REPORT:
The Auditors Report and the Secretarial Audit Report for the year ended 31st March2017 do not contain any qualification reservation & adverse remark.
25. 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.
25. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE 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 to Notes 25 30 & 34
26. 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.
27. 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 (amended from time to time) during thefinancial year.
28. 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 theSEBI (Listing obligations and disclosure requirements) Regulations 2015.
29. 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 G. MORARKA |
|August 04 2017. ||(DIN : 00174796) |
| ||Chairman & Managing Director |