You are here » Home » Companies » Company Overview » W H Brady & Co Ltd

W H Brady & Co Ltd.

BSE: 501391 Sector: Others
NSE: N.A. ISIN Code: INE855A01019
BSE 00:00 | 29 Sep 193.80 0
(0.00%)
OPEN

189.55

HIGH

194.85

LOW

181.15

NSE 05:30 | 01 Jan W H Brady & Co Ltd
OPEN 189.55
PREVIOUS CLOSE 193.80
VOLUME 505
52-Week high 261.35
52-Week low 150.20
P/E 24.19
Mkt Cap.(Rs cr) 49
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 189.55
CLOSE 193.80
VOLUME 505
52-Week high 261.35
52-Week low 150.20
P/E 24.19
Mkt Cap.(Rs cr) 49
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 108th AnnualReport together with the Annual Audited Financial Statements (Standalone and Consolidated)for the financial year ended March 31 2021.

1. FINANCIAL HIGHLIGHTS

The Company's financial performance for the year ended March 31 2021 is summarizedbelow:

PARTICULARS

Standalone

Consolidated

2020- 2021 2019-2020 2020-2021 2019-2020
Gross Income 2042.32 3359.88 5357.48 6818.66
Profit before Depreciation Finance Costs Exceptional Items and Taxation 389.51 567.42 802.54 1129.83
Less: Depreciation and Amortisation expense 95.91 115.46 159.92 192.35
Profit before Finance Costs Exceptional Items and Taxation 293.60 451.96 642.62 937.48
Less: Finance costs 38.74 75.42 80.52 162.54
Profit /(Loss) before Exceptional Items and Taxation 254.86 376.54 562.11 774.94
Add: Exceptional Items - - - -
Profit before Taxation 254.86 376.54 562.11 774.94
Less: Tax Expense 46.68 56.12 60.06 91.14
Profit/(Loss) for the year after tax from the continuing operation - - 502.04 683.80
Profit/(Loss) after tax from the discontinued operation - - - (182.44)
Profit /(Loss) for the year 208.18 320.42 502.04 501.36
Other comprehensive income/(loss) 76.32 (16.30) 86.65 (24.36)
Total Other comprehensive income/(loss) for the year 284.50 304.12 588.69 477.00
Earnings per share (in Rs.):
Basic / Diluted from Continuing Operation 8.16 12.57 19.69 26.82
Basic / Diluted from Discontinued Operation - - - (7.15)
Basic / Diluted from Continued and Discontinued Operation 8.16 12.57 19.69 19.66

2. FINANCIAL PERFORMANCE

A. Standalone

The gross turnover of your Company stood at Rs. 2042.32 Lakhs for the year ended March31 2021 as against Rs. 3359.88 Lakhs in the previous year. The Company made a net profitof Rs. 208.18 Lakhs for the year ended March 31 2021 as compared to the net profit of Rs.320.42 Lakhs in the previous year.

B. Consolidated

The consolidated turnover of your Company was Rs. 5357.48 Lakhs for the year endedMarch 31 2021 as against Rs. 6818.66 Lakhs in the previous financial year. The Companymade a consolidated net profit of Rs. 502.04 Lakhs for the year ended March 31 2021 ascompared to the net profit of Rs. 501.36 Lakhs in the previous year.

3. WORKING RESULTS

The Standalone gross turnover and the net profit have been lower as compared to theprevious year. Unfortunately due to the COVID Pandemic the working of the Company forthe current year has been affected.

4. DELISTING OF SECURITIES FROM BSE LIMITED

Shivum Holdings Private Limited Promoter along with one or more members of thePromoter Group have communicated to the Company that the delisting offer price of Brady& Morris Engineering Co. Ltd. (BME) Subsidiary Company determined by the bookbuilding process was substantially higher than the indicative price indicated by thePromoters resulting into the Delisting Offer of BME Shares being unsuccessful.

With this background regarding Delisting Offer of BME shares and in view of theprevailing market conditions and prices M/s Shivum Holdings Private Limited (the"Acquirer") along with the Promoter Group ("Promoters") have decidednot to proceed further with the Delisting Proposal of the Shares of the Company inaccordance with the SEBI (Delisting of Equity Shares) Regulations 2009.

5. IMAPACT ON BUSINESS OPERATIONS OF THE COMPANY ON ACCOUNT OF COVID 19 PANDEMIC

The World Health Organization declared Novel Corona virus 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 adhering toCentral and State lockdowns and in enforcing social distancing to contain the spread ofthe disease our offices have been operating with minimal or no staff for extended periodsof time. The Operations of the Company were affected due to the Lockdown to control thespread of Corona virus.

6. FUTURE OUTLOOK

As we are all aware that the COVID Pandemic is still continuing it would be adifficult year for the business. However the Management is making all-out efforts tominimize the impact on the working of the Company.

7. 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.

8. TRANSFER TO RESERVES

Your company has not proposed any amount to be transferred to Reserves out of theprofits earned during the Financial Year 2020-2021.

9. SHARE CAPITAL OF THE COMPANY

The Authorized Capital of the Company as at March 31 2021 was 50000000/-(RupeesFive Crores only) divided into 5000000 (Fifty Lakhs ) equity shares of Rs.10/- each.

The issued subscribed and paid-up Share Capital of the Company stood at Rs.25500000/- as at March 31 2021 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 2021 none of the Directors of the Company hold instrumentsconvertible into Equity Shares of the Company.

10. SUBSIDIARIES ASSOCIATES & 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. 3888.63 Lakhs as compared to Rs. 4453.27 Lakhs in the previous year. The Net profitafter tax for the year is Rs. 262.85 Lakhs as compared to Net profit after tax of Rs.183.96 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. 51 Lakhs as compared to Rs. 225.75

Lakhs in the previous year. The Net Profit after tax for the year is Rs. 31.04 Lakhs ascompared to Net Loss after tax of Rs. 3.02 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 our 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 AnnualAccounts of each of the Subsidiary Companies have also been placed on the website of theCompany www.whbrady.in. Shareholders interested in obtaining a copy of the Audited AnnualAccounts of the Subsidiary Company may write to the Company (at the Company's registeredoffice).

Your Company does not have any joint venture or associate company within the meaning ofSection 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 Board proposesto appoint Mr. Cyrus Vachha as an Independent Director of the Company for a consecutiveterm of 5 years with effect from September 29 2021 to September 28 2026 and shall not beliable to retire by rotation. A special resolution for the appointment of Mr. Cyrus Vachhaforms a part of the Notice of AGM for approval of the members.

B. Re-appointment

In accordance with the provisions of Section 152(6) of the Companies Act 2013 and theArticles of Association of the Company Mr. Vaibhav Morarka Director of the Companyretires by rotation and being eligible offers himself for reappointment at the 108thAnnual General Meeting of the Company scheduled to be held on September 29 2021.

Pursuant to the recommendation of the Nomination and Remuneration Committee the Boardat its Meeting held on August 14 2021 re-appointed Mr. Pavan G. Morarka (DIN: 00174796}as a Chairman and Managing Director of the Company for a period of three years with effectfrom January 1 2022 in accordance with the provisions of Sections 196 197 and 203 readwith Schedule "V" and all other applicable provisions of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel} Rules 2014 asamended from time to time and subject to approval of members of the Company at the ensuingAnnual General Meeting.

C. Key Managerial Personnel:

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 2021 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. DECLARATION 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 Listing Regulations.

13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met Six (6) times during the financial year 2020-21. Particularsof meetings of the Board are detailed in the Corporate Governance Report which forms partof this Report.

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 2021 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 09 2021 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 09 2021 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.

During the year the Statutory Auditors have confirmed that they satisfy theindependence criteria required under Companies Act 2013 and Code of Ethics issued byInstitute of Chartered Accountants of India.

The Report given by M/s. S. S. Rathi & Co. Chartered Accountants on the financialstatements of the Company for the financial year 2020-2021 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. The Board on recommendation ofthe Audit Committee has appointed M/s. Himank Desai & Co. and M/s. V. V. Kale &Co. Chartered Accountants as Internal Auditors of the Company for the financial year2021-22.

C. SECRETARIAL AUDITORS

M/s. GMJ & Associates Company Secretaries were appointed as Secretarial Auditorsof your Company to conduct Secretarial Audit of records and documents of the Company forFinancial Year 2020-2021. 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.

In addition to Secretarial Audit Report SEBI has introduced Annual SecretarialCompliance Report for listed Companies. The said report is issued by M/s GMJ &Associates Company Secretaries. The Annual Secretarial Compliance Report does not containany qualifications reservation or adverse remark or disclaimer.

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.

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 approvalwas obtained for transactions which are of repetitive nature. A statement giving detailsof all Related Party Transactions are placed before the Audit Committee for review andapproval 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 2020-21 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 2020-21 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. CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

In accordance with the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 as amended from time to time the Board of Directors of theCompany has adopted the revised Code of Conduct for Prevention of Insider Trading and Codeof Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation. All the Promoters Directors Employees of the Company and its materialsubsidiaries who are Designated Persons and their Immediate Relatives and otherConnected Persons such as auditors consultants bankers etc. who could have access tothe unpublished price sensitive information of the Company are governed under this Code.

Ms. Khushmeeta Bafna Company Secretary of the Company is the ‘Compliance Officer'in terms of this Code.

31. 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 and formspart of this Report. Having regard to the provisions of the second proviso to Section136(1) of the Act and as advised the Annual Report excluding the aforesaid information isbeing sent to the members of the Company. The said information is available for inspectionby the members at the registered office of the Company during working hours on workingdays upto the date of the Annual general meeting and if any member is interested inobtaining as copy thereof such member may write to the Company Secretary.

32. ANNUAL RETURN

Pursuant to Section 92 of the Act read with the applicable Rules the Annual Return forthe year ended March 31 2021 can be accessed on the Company's website at www.whbrady.in.

33. 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.

34. 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.

35. INSURANCE

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

36. SAFETY HEALTH AND ENVIRONMENTAL PERFROMANCE

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.

37. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

During the financial year 2020-21 there were no significant and material orders passedby the regulators or courts or tribunals impacting the going concern status and Company'soperations in future.

38. 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.

39. INVESTOR EDUCATION & PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ("the Rules")all unpaid or unclaimed dividends are required to be transferred by the Company to theIEPF established by the Government of India after the completion of seven years. Furtheraccording to the Rules the shares on which dividend has not been paid or claimed by theshareholders for seven consecutive years or more shall also be transferred to the demataccount of IEPF Authority. Accordingly during the year the Company has transferred theunclaimed and unpaid dividends of Rs. 51154/- in respect of financial year 2012-13.Further Pursuant to provisions of Section 124(6) of the Companies Act 2013 and IEPFRules 9050 Equity shares were transferred to the IEPF Authority during the year 202021and details of which are provided on the Company's website viz. www.whbrady.in.

39. 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.

Registered Office: For and on behalf of the Board
Brady House 4th 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: bradys@mtnl.net.in;
Website: www.whbrady.in
August 14 2021

.