The Board of Directors are pleased to present the Company's 106th Annual Reporttogether with the annual audited financial statements (standalone and consolidated) forthe financial year ended March 31 2019.
1. FINANCIAL HIGHLIGHTS
The Company's financial performance for the year ended March 31 2019 is summarizedbelow:
(Rs. in Lakhs except EPS)
| || |
|PARTICULARS ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Gross Income ||2323.18 ||2083.47 ||6002.49 ||4153.20 |
|Profit before Depreciation Finance Costs Exceptional Items and Taxation ||585.87 ||575.25 ||1056.36 ||343.4 |
|Less: Depreciation and Amortisation expense ||85.82 ||82.99 ||187.43 ||161.46 |
|Profit before Finance Costs Exceptional Items and Taxation ||500.05 ||492.26 ||868.93 ||181.94 |
|Less: Finance costs ||106.66 ||148.34 ||224.57 ||261.17 |
|Profit /(Loss) before Exceptional Items and Taxation ||393.39 ||343.92 ||644.36 ||(79.23) |
|Add: Exceptional Items ||- ||- ||- ||309.78 |
|Profit before Taxation ||393.39 ||343.92 ||644.36 ||230.55 |
|Less: Tax Expense ||88.16 ||70.90 ||133.56 ||70.90 |
|Profit /(Loss) for the year ||305.23 ||273.02 ||510.80 ||159.65 |
|Other comprehensive income/(loss) ||(6.62) ||(23.05) ||1.90 ||(20.58) |
|Total Other comprehensive income/(loss) for the year ||298.61 ||249.97 ||512.70 ||139.06 |
|Basic and Diluted EPS ||11.97 ||10.71 ||20.03 ||6.26 |
2. FINANCIAL PERFORMANCE
The gross turnover of your Company stood at Rs. 2323.18 Lakhs for the year ended March31 2019 as against Rs. 2083.47 Lakhs in the previous year. The Company made a net profitof Rs. 305.23 Lakhs for the year ended March 31 2019 as compared to the net profit of Rs.273.02 Lakhs in the previous year.
The consolidated turnover of your Company was at Rs. 6002.49 Lakhs as against Rs.4153.20 Lakhs in the previous financial year. The Company made a consolidated net profitof Rs. 510.80 Lakhs for the year ended March 312019 as compared to the net profit of Rs.159.65 Lakhs in the previous year.
3. WORKING RESULTS
Due to continuous efforts the gross turnover and the profits have been higher ascompared to the previous year. The company is making all efforts to perform better in thecurrent year.
4. FUTURE OUTLOOK
Company has now introduced a new product in its trading activities and has receivedgood feedback from the market. The Board is hopeful of further improving the turnover andprofitability of the company.
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 2018-2019.
7. SHARE CAPITAL OF THE COMPANY
The issued subscribed and paid-up Share Capital of the Company stood at Rs.25500000/- as at March 31 2019 comprising of2550000 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 312019 none of the Directors of the Company hold instrumentsconvertible into Equity Shares of the Company.
8. 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. 4448.53 Lakhs as compared to Rs. 2604.67 Lakhs in the previous year. The Net profitafter tax for the year is Rs. 207.27 Lakhs as compared to Net loss aftertax ofRs. 113.37Lakhs in the previous year.
B. During the year under review your Company has invested surplus funds of Rs.95040/-to acquire 47520 Equity shares @ Rs.2/- i.e. 100% Paid-up Share Capital of BradyEntertainment Pvt. Ltd. and making the said company as Wholly Owned Subsidiary w.e.f.March 092019. It is in the business of Entertainment & Hospitality and has registereda gross income of Rs. 0.48 Lakhs as compared to Rs. 0.46 lakhs in the previous year. Thenet loss aftertax for the year is Rs. 1.68 lakhs as compared to the Net Profit after Taxof Rs. 0.30 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 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.bradys.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 companies within the meaningof Section 2(6) of the Companies Act 2013.
9. 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 212019 subject to approval of theMembers.
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 lOe41Annual General Meeting of the Company sched u led to be held on September 212019.
Ms. Swapnachitra Acharya was appointed as an Additional Director of the Company onSeptember 29 2018 and has resigned from the Company w.e.f. March 152019.
Ms. Paramita Mahapatra has resigned from the Company w.e.f. August 32018.
The Board places on record their contribution and guidance provided by Ms. ParamitaMahapatra and Ms. Swapnachitra Acharya during their tenure as a Directorwith the Company.
D. 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 2019 ||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.
10. 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 Listing Regulations. Interms of Regulations 25(8) of the Listing Regulations the Independent Directors haveconfirmed that they are not aware of any circumstance or situation which exists or may beanticipated that could impair or impact their ability to discharge their duties.
11. 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.
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 312019 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.
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 Board reviewed theperformance of the individual Directors seeking inputs from all the Directors. A separatemeeting of Independent Directors was also held on February 8 2019 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 82019 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.
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
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 104*'Annual General Meeting heldon September 232017 approved the appointment of M/s. S. S. Rathi & Co. CharteredAccountants (Registration No.: 108726W) as the Statutory Auditors of the Company for aconsecutive term of five years i.e. from the conclusion of 104th Annual General Meetingtill the conclusion of 109th Annual General Meeting of the Company. The Company hasobtained a certificate of eligibility and consent from M/s. S. S. Rathi & Co. thattheir appointment for the financial year 2019-20 would be in conformity with theconditions/limits specified in Section 139& 141 of the Companies Act 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 72018 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 2018-2019 forms part of the AnnualReport.
The Auditors' Report is unmodified i.e. it does not contain any qualificationreservation 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.Chartered Accountants as Internal Auditors to conduct Internal Audit of the functions andactivities of the Company for the financial year 2019-20.
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 2018-2019. The Report given by the Secretarial Auditors is annexedasAnnexure "B" and forms an integral part of this Board's Report.
There has been no qualification reservation adverse remark or disclaimer in theirReport.
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 ofwhichneeds 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 made an investment of Rs. 95040/- to acquire 47520 Equity shares @Rs.2/- i.e. 100% Paid-up Share Capital of Brady Entertainment Pvt. Ltd. making the saidCompany as Wholly Owned Subsidiary.
Further your Company has complied with the provisions of section 185 & 186 of theAct with respect to the loans given investments made guarantees given and securityprovided.
19. CONTRACTS ORARRANGEMENTS 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 FormAOC-2 in terms of Section 134 and 188 of the CompaniesAct 2013 for material related party transaction is annexed asAnnexure "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 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. The said policy has beenamended in the line with the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
20. 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.
21. 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 the Practicing Company Secretary confirming compliance formspart of this Annual 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 Companys websitewww.whbrady.in. Furtherdetails are available in the Report on Corporate Governance thatforms part of this Report.
During the financial year 2018-19 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 2018-19 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 regularaudits and review processes ensure that such systems are reinforced onan ongoing basis.
27. 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.
28. 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 InsiderTrading 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 underthis Code.
Ms. Khushmeeta Bafna Company Secretary of the Company is the 'Compliance Officer' interms ofthis Code.
29. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached herewithasAnnexure "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 2019 in Form No. MGT-9 is attached herewith as Annexure"E" and forms part of this Report and is also available on www.whbrady.in.
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 asAnnexure "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 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.
35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
During the financial year 2018-19 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 1 & 2 issued by Institute of Company Secretaries of India.
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 4* Floor ||W. H. Brady & Co. Ltd. |
|12-14 Veer Nariman Road || |
|Fort Mumbai - 400 001. ||PAVAN Gl 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 9 2019. || |