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W H Brady & Co Ltd.

BSE: 501391 Sector: Others
NSE: N.A. ISIN Code: INE855A01019
BSE 00:00 | 23 Jul 187.10 6.15
(3.40%)
OPEN

187.60

HIGH

189.95

LOW

178.15

NSE 05:30 | 01 Jan W H Brady & Co Ltd
OPEN 187.60
PREVIOUS CLOSE 180.95
VOLUME 4782
52-Week high 195.80
52-Week low 115.00
P/E 22.93
Mkt Cap.(Rs cr) 48
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 187.60
CLOSE 180.95
VOLUME 4782
52-Week high 195.80
52-Week low 115.00
P/E 22.93
Mkt Cap.(Rs cr) 48
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

W H Brady & Co Ltd. (WHBRADY) - Director Report

Company director report

To

The Members

The Board of Directors are pleased to present the Company's 107th AnnualReport together with the annual audited financial statements (standalone and consolidated)for the financial year ended March 31 2020.

1. FINANCIAL HIGHLIGHTS

The Company's financial performance for the year ended March 31 2020 is summarizedbelow:

(Rs. In Lakhs except EPS)

PARTICULARS Standalone Consolidated
2019-2020 2018-2019 2019-2020 2018-2019
Gross Income 3359.88 2323.18 6842.97 6002.49
Profit before Depreciation Finance Costs Exceptional Items and Taxation 567.42 595.65 1129.83 1066.14
Less: Depreciation and Amortisation expense 115.46 85.82 192.35 187.43
Profit before Finance Costs Exceptional Items and Taxation 451.96 509.82 937.48 878.71
Less: Finance costs 75.42 116.44 162.54 234.35
Profit /(Loss) before Exceptional Items and Taxation 376.54 393.39 774.94 644.36
Add: Exceptional Items - - - -
Profit before Taxation 376.54 393.39 774.94 644.36
Less: Tax Expense 56.12 88.16 91.14 133.56
Profit/(Loss) for the year after tax from the continuing operation - - 683.80 510.80
Profit/(Loss) after tax from the discontinued operation - - (182.44) -
Profit /(Loss) for the year 320.42 305.23 501.36 510.80
Other comprehensive income/(loss) (16.30) (6.62) (24.36) 1.90
Total Other comprehensive income/(loss) for the year 304.12 298.61 477.00 512.70
Earnings per share (in Rs.):
Basic / Diluted from Continuing Operation - - 26.82 20.03
Basic / Diluted from Discontinued Operation - - (7.15) -
Basic / Diluted from Continued and Discontinued Operation 12.57 11.97 19.66 20.03

2. FINANCIAL PERFORMANCE

A. Standalone

The gross turnover of your Company stood at Rs. 3359.88 Lakhs for the year ended March31 2020 as against Rs. 2323.18 Lakhs in the previous year. The Company made a net profitof Rs. 320.42 Lakhs for the year ended March 31 2020 as compared to the net profit of Rs.305.23 Lakhs in the previous year.

B. Consolidated

The consolidated turnover of your Company was Rs. 6842.97 Lakhs for the year endedMarch 31 2020 as against Rs. 6002.49 Lakhs in the previous financial year. The Companymade a consolidated net profit of Rs. 683.80 Lakhs for the year ended March 31 2020 ascompared to the net profit of Rs. 510.80 Lakhs in the previous year.

3. WORKING RESULTS

The gross turnover and the net profit have been higher as compared to the previousyear. Unfortunately due to the COVID epidemic the working of the Company for the currentyear would be affected. However the Management is making all-out efforts to ensure thatthe COVID impact on the performance is as minimum as possible.

4. IMPACT ON BUSINESS OPERATIONS OF THE COMPANY ON ACCOUNT OF COVID 19 PANDEMIC

The World Health Organization declared Novel Coronavirus disease (COVID-19) a globalpandemic on February 11 2020. Since March 2020 COVID-19 developed rapidly into a globalcrisis forcing governments to impose lock-downs of all economic activity. In enforcingsocial distancing to contain the spread of the disease our offices have been operatingwith minimal or no staff for extended periods of time.

The Operations of Business of the Company were also affected due to the Lockdownannounced by the Government of India to control the spread of Corona virus.

5. FUTURE OUTLOOK

As we are all aware that the COVID epidemic is still continuing it would be difficultto predict the future performance. However the Management is making all-out efforts tominimize the impact on the working of the Company.

6. DIVIDEND

In order to conserve the resources of the Company for future operations your Directorsregret their inability to recommend dividend for the year under review.

7. TRANSFER TO RESERVES

Your company has not proposed any amount to be transferred to Reserves out of theprofits earned during the Financial Year 2019-2020.

8. SHARE CAPITAL OF THE COMPANY

The issued subscribed and paid-up Share Capital of the Company stood at Rs.25500000/- as at March 31 2020 comprising of 2550000 Equity Shares of Rs. 10/- eachfully paid-up.

During the year under review the Company has not issued any convertible securitieswith differential voting rights nor has granted any stock options or sweat equity orwarrants. As on March 31 2020 none of the Directors of the Company hold instrumentsconvertible into Equity Shares of the Company.

9. CHANGE IN THE NATURE OF BUSINESS:

During the year your company has Altered the Main Object clause of the Memorandum ofAssociation of the Company to extend the business activities of the Company into the lineof Entertainment.

10. SUBSIDIARIES ASSOCIATE COMPANIES & JOINT VENTURES

A. 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 Rs. 4477.58 Lakhs as compared to Rs. 4448.53 Lakhs in the previous year. The Netprofit after tax for the year is Rs. 183.95 Lakhs as compared to Net profit after tax ofRs. 207.27 Lakhs in the previous year.

B. Brady Entertainment Pvt. Ltd. the Wholly-Owned Subsidiary of the Company is in thebusiness of Entertainment & Hospitality. Brady Entertainment Pvt. Ltd. has registereda gross income of Rs. 225.75 Lakhs as compared to Rs. 0.48 Lakhs in the previous year. TheNet Loss after tax for the year is Rs. 3.02 Lakhs as compared to Net Loss after tax of Rs.1.68 Lakhs in 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 asAnnexure "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 Company www.whbrady.in.Further as per fourth proviso of the said section Audited Annual Accounts of each of theSubsidiary Companies have also been placed on the website of the Company www.bradys.in.Shareholders interested in obtaining a copy of the Audited Annual Accounts of theSubsidiary 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.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Inductions to the Board

On the recommendations of the Nomination and Remuneration Committee the Boardappointed Ms. Chitralekha Hiremath as Additional (Non-Executive) Director of the Companyliable to retire by rotation with effect from May 21 2019 and was approved by theMembers at the 106th AGM held on September 21 2019.

B. Re-appointment

In accordance with the provisions of Section 152(6) of the Companies Act 2013 and theArticles of Association of the Company Ms. Chitralekha Hiremath Director of the Companyretires by rotation and being eligible offers herself for reappointment at the 107thAnnual General Meeting of the Company scheduled to be held on November 28 2020.

C. Pursuant to provisions of Section 2(51) and Section 203 of the Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 Key Managerial Personnel of your Company are as below:

Sr. No. Name of the Key Managerial Personnel as on March 31 2020 Designation
1. Mr. Pavan G. Morarka Chairman & Managing Director
2. Mr. R. K. Sharma Chief Financial Officer
3. Ms. Khushmeeta Bafna Company Secretary & Compliance Officer

There was no change in the Key Managerial personnel during the year under review.

12. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under Section 149(6) of the Actread with rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

13. BOARD MEETINGS

The Board of Directors met Six (6) times in the financial year. Particulars of meetingsof the Board are detailed in the Corporate Governance Report which forms part of thisReport.

14. 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.

15. BOARD COMMITTEES

As on March 31 2020 the Board has 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.

16. 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 5 2017 and as per the Corporate Governance requirements prescribed bySEBI Listing Regulations.

The performance of the Board Committees and individual Directors was evaluated by theBoard seeking inputs from all the Directors. The performance of the Committees wasevaluated by the Board seeking inputs from the Committee Members. The Board reviewed theperformance of the individual Directors seeking inputs from all the Directors. A separatemeeting of Independent Directors was also held on February 14 2020 to review theperformance of Non-Independent Directors; performance of the Board as a whole andperformance of the Chairman of the Company taking into account the views of ManagingDirector / Executive Directors and Non-Executive Directors (excluding the director beingevaluated). The Board meeting held on February 14 2020 discussed the performance of theBoard 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.

Outcome of evaluation process

Based on inputs received from the members it emerged that the Board had a good mix ofcompetency experience qualifications and diversity. Each Board member contributed inhis/her own manner to the collective wisdom of the Board keeping in mind his/her ownbackground and experience. There was active participation and adequate time was given fordiscussing strategy. Overall the Board was functioning very well in a cohesive andinteractive manner.

17. 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.

18. AUDITORS AND AUDIT REPORTS

A. STATUTORY AUDITORS

In accordance with Section 139 of the Companies Act 2013 and the Companies (Audit andAuditors) Rules 2014 the Members of the Company in its 104th Annual GeneralMeeting held on September 23 2017 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 104thAnnual General Meeting till the conclusion of 109th Annual General Meeting ofthe Company. The Company has obtained a certificate of eligibility and consent from M/s.S. S. Rathi & Co. that their appointment for the financial year 2020-21 would be inconformity with the conditions/ limits specified in Section 139 & 141 of the CompaniesAct 2013.

Their appointment was subject to ratification by the Members at every subsequent AGM.Pursuant to the amendments made to Section 139 of the Companies Act 2013 by the Companies(Amendment) Act 2017 effective from May 7 2018 the requirement of seeking ratificationof the Members for the appointment of the Statutory Auditors has been withdrawn from theStatute. Hence the resolution seeking ratification of the Members for continuance of theirappointment at this AGM is not being sought.

The Report given by M/s. S. S. Rathi & Co. Chartered Accountants on the financialstatements of the Company for the financial year 2019-2020 forms part of the AnnualReport.

The Auditors' Report is unmodified i.e. it does not contain any qualificationreservation or adverse remark or disclaimer.

B. INTERNAL AUDITORS

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.Chartered Accountants as Internal Auditors to conduct Internal Audit of the functions andactivities of the Company for the financial year 2020-21.

C. SECRETARIAL AUDITORS

M/s. GMJ & Associates Company Secretaries were appointed as Secretarial Auditorsof your Company to conduct a Secretarial Audit of records and documents of the Company forFinancial Year 2019-2020. The Report given by the Secretarial Auditors is annexed asAnnexure "B" and forms an integral part of this Board's Report.

There has been no qualification reservation or adverse remark or disclaimer in theirReport. Further in terms of the provisions of the Circular No. CIR/ CFD/CMD1/27/2019dated 8th February 2019 issued by Securities and Exchange Board of India the Company hasobtained the Annual Secretarial Compliance Report for the Financial Year ended 31st March2020.

The Board of Directors' reply to the comments of the Secretarial Auditor in the AnnualSecretarial Compliance Report is that the Board has maintained the requisite informationrequired under Regulation 3(5) of the SEBI Insider Trading Regulations 2015 in MicrosoftExcel during the financial year. The Company is in process of purchasing the requisitesoftware.

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.

Further in terms of the provisions of the Circular No. CIR/ CFD/CMD1/27/2019 dated 8thFebruary 2019 issued by Securities and Exchange Board of India the Company has obtainedthe Annual Secretarial Compliance Report for the Financial Year ended 31st March 2020.

The Board of Directors' reply to the comments of the Secretarial Auditor in the AnnualSecretarial Compliance Report is that the Board has maintained the requisite informationrequired under Regulation 3(5) of the SEBI Insider Trading Regulations 2015 in MicrosoftExcel during the financial year. The Company is in process of purchasing the requisitesoftware.

19. 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.

20. 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 under the provisions of Section186 of the Companies Act 2013 during the year under review.

21. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the financialyear with Related Parties were on an arm's length basis and in the ordinary course ofbusiness. Thus disclosure in Form AOC-2 in terms of Section 134 and 188 of the CompaniesAct 2013 for material related party transaction is annexed as Annexure "C" andforms an integral part of this report. All related party transactions are mentioned in theNotes to the Financial Statements.

All Related Party Transactions are placed before the Audit Committee. Omnibus approvalhas been obtained for transactions which are of repetitive nature. A statement givingdetails of all Related Party Transactions are placed before the Audit Committee for reviewand approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board of Directors isavailable on the website of the Company viz. www.whbrady.in.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Company's performance is discussed in the ManagementDiscussion and Analysis Report which forms part of this Annual Report.

23. CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a Report on Corporate Governance and acertificate obtained from M/s. GMJ & Associates Company Secretaries confirmingcompliance forms part of this Annual Report.

24. VIGIL MECHANISM

The Vigil Mechanism as envisaged in the Companies Act 2013 the Rules prescribedthereunder and the SEBI Listing Regulations is implemented through the Company's WhistleBlower Policy to enable the Directors employees and all stakeholders of the Company toreport genuine concerns about unethical behaviour actual or suspected fraud or violationof the Company's Code of Conduct or Ethics Policy. The policy provides for adequatesafeguards against victimisation of persons who use such mechanism and make provision fordirect access to the Chairman of the Audit 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 2019-20 no cases under this mechanism were reported to theCompany and/or to any of its subsidiaries.

25. 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 and Redressal)Act 2013. An Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment.

During the financial year 2019-20 no cases in the nature of sexual harassment werereported at any workplace of the Company or any of its subsidiaries.

26. 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.

27. 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.

28. 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 recognizes 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.

29. CODE OF CONDUCT

The Company has adopted the Code of Conduct for Non-Executive Directors which includesdetails as laid down in Schedule IV to the Act. The Company has also adopted a Code ofConduct for all its employees including Executive Director(s). The above codes can beaccessed on the Company's website at www.whbrady.in. All Board members and seniormanagement personnel have affirmed compliance with their respective Code of Conduct. TheManaging Director has also confirmed and certified the same which certification isprovided at the end of the Report on Corporate Governance.

30. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names of the top ten employees in terms of remuneration drawn andnames and other particulars of the employees drawing remuneration in excess of the limitsset out in the said rules forms part of this Report. Disclosures relating to remunerationand other details as required under Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part ofthis Report. Having regard to the provisions of the second proviso to Section 136(1) ofthe Act and as advised the Annual Report excluding the aforesaid information is beingsent to the members of the Company. The said information is available for inspection bythe members at the registered office of the Company during working hours on working daysupto the date of the Annual general meeting and if any member is interested in obtainingas copy thereof such member may write to the Company Secretary.

31. EXTRACT OF ANNUAL RETURN

As required under Section 134(3)(a) of the Act the Annual Return is put up on theCompany's website and can be accessed at www.whbrady.in. Extracts of the Annual return inform MGT 9 for the FY 2019-20 is uploaded on the website of the Company and can beaccessed at www.whbrady.in.

32. 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 asAnnexure "D" and forms part of this Report.

33. 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.

34. INSURANCE

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

35. 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.

36. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

During the financial year 2019-20 there were no significant and material orders passedby the regulators or courts or tribunals impacting the going concern status and Company'soperations in future.

37. AFFIRMATION ON COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors of the Company has affirmed compliance with SecretarialStandards 1 & 2 issued by Institute of Company Secretaries of India.

38. ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere 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.

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