To
The Members,
The Board of Directors are pleased to present the Companys 77th Annual Report together
with the Annual Audited Financial Statements for the financial year ended March 31, 2023.
1. FINANCIAL HIGHLIGHTS
The Companys financial performance for the year ended March 31, 2023 is summarized
below:
(Rs. In Lakhs except EPS)
PARTICULARS |
2022-23 |
2021- 2022 |
Gross Income |
6101.93 |
4735.65 |
Profit before Depreciation, Finance Costs, Exceptional Items and
Taxation |
802.73 |
557.79 |
Less: Depreciation and Amortization expense |
57.94 |
55.22 |
Profit before Finance Costs, Exceptional Items and Taxation |
744.79 |
502.57 |
Less: Finance costs |
54.57 |
50.63 |
Profit/(Loss) before Exceptional tems and Taxation |
690.22 |
451.94 |
Add: Exceptional Items |
- |
- |
Profit before Taxation |
690.22 |
451.94 |
Less: Tax Expense |
186.24 |
74.18 |
Less: Deferred tax liability / (Assets) |
(1.50) |
58.45 |
Profit/(Loss) for the year |
505.48 |
319.31 |
Other comprehensive income/(loss) |
(1.81) |
(4.48) |
Total Other comprehensive income/(loss) for the year |
503.67 |
314.83 |
Earnings per share (in Rs.): |
|
|
Basic / Diluted from Continuing Operation |
22.47 |
14.19 |
Basic / Diluted from Discontinued Operation |
- |
- |
Basic / Diluted from Continued and Discontinued Operation |
22.47 |
14.19 |
2. FINANCIAL PERFORMANCE
The gross turnover of the Company was Rs. 6101.93 Lakhs for the year ended March 31,
2023 as against Rs. 4735.65 Lakhs for the year ended March 31, 2023. Company made a net
profit before tax of Rs. 690.22 Lakhs as against Rs. 451.94 Lakhs in the previous
financial year, which was a jump of approximately 53%.
3. WORKING RESULTS
The Company showed an improved performance in the year 2022-23 as against the previous
year and even the net profit before tax was higher by 53% as compared to the previous
year. Overall, the performance has been satisfactory.
4. FUTURE OUTLOOK
The Company hopes to do better in the financial year 2023-2024. Efforts are being made
to improve productivity, revenue and profits; however challenges remain with respect to
inflation and supply chain disruptions. Management is hopeful that the Companys
performance in the current financial year would be better.
5. DIVIDEND
In order to conserve the resources of the Company for future operations, your Directors
regret 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 the
profits earned during the Financial Year 2022-2023.
7. SHARE CAPITAL OF THE COMPANY
The Authorized Capital of the Company as at March 31, 2023 was Rs. 25,00,00,000/-
(Rupees Twenty Five Crores only) divided into 50,00,000 (Fifty Lakhs) equity shares of
Rs.10/- each and 2,00,00,000 (Two Crores) 7% Redeemable NonCumulative Non-Convertible
Preference Shares of Rs. 10/- each.
The issued, subscribed and paid-up Share Capital of the Company stood at Rs.
12,25,00,000/- as at March 31, 2023 comprising of 22,50,000 Equity Shares of Rs. 10/- each
fully paid-up and 1,00,00,000 7% Redeemable Non-Cumulative Non-Convertible Preference
Shares of Rs. 10/- each fully paid-up.
During the year under review, Company has partially redeemed 40,00,000 7%
Non-Convertible Non-Cumulative Preference Shares of Rs. 10/- each at par held by W. H.
Brady & Company Limited out of free reserves.
During the year under review, the Company has not issued any convertible securities
with differential voting rights nor granted any stock options or sweat equity or warrants.
8. HOLDING, SUBSIDIARIES, ASSOCIATES & JOINT VENTURES
W. H. Brady & Co. Limited, Holding Company; is carrying on the business of renting
of space in building and trading of material handling equipments. W. H. Brady & Co.
Limited holds 72.50% of the Equity Share Capital and 100% of the 7% Redeemable
Non-Cumulative Non-Convertible Preference Shares of your Companys Capital as on March 31,
2023.
The Company does not have any Subsidiary, Associate Company and Joint Venture.
9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Inductions to the Board
On the recommendations of the Nomination and Remuneration Committee, the Board
appointed Mr. Rajiv Kumar Bakshi as an Additional Director with effect from February 11,
2023. Your Board proposes to regularize his appointment under Section 161 (1) of the Act
and appoint him as an Independent Director for a term of Five (5) years.
Pursuant to the provisions of the Companies Act, 2013, Ms. Mita Jha was appointed as
Independent Director to hold office for three consecutive years upto March 29, 2024 at the
75th Annual General Meeting held on September 29, 2021. Ms. Mita Jha is
eligible for re-appointment as Independent Director for a second term of Five (5)
consecutive years from March 30, 2024 to March 29, 2029 subject to the approval of the
Members through a Special Resolution at the ensuing Annual General Meeting.
B. Re-appointment
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Rajender Kumar Sharma, Director of the
Company, liable to retire by rotation and, being eligible, offers himself for
reappointment at the 77th Annual General Meeting of the Company scheduled to be
held on September 22, 2023.
C. Key Managerial Personnel
Pursuant to provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read
with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Key
Managerial Personnel of your Company are as below:
Sr. Name of the Key Managerial Personnel as on March 31, 2023 No. |
Designation |
1. Mr. Pavan G. Morarka |
Chairman |
2. Mr. Vaibhav Morarka |
Executive Director |
3. Mr. Rajender Kumar Sharma |
Chief Financial Officer |
4. 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 confirming
that they meet the criteria of independence as prescribed under Section 149(6) of the Act
read with rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations.
Further, the Board after taking these declarations/disclosures on record and
acknowledging the veracity of the same, concluded that the Independent Directors are
persons of integrity and possess the relevant expertise and experience to qualify as
Independent Directors of the Company and are Independent of the Management.
In the Boards opinion, the Independent Directors are persons of high repute, integrity
and possess the relevant expertise and experience in their respective fields.
11. BOARD MEETINGS
The Board of Directors met Four (4) times during the financial year 2022-23.
Particulars of meetings of the Board are detailed in the Voluntary Corporate Governance
Report, which forms part of this Report.
12. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Companys policy on Directors appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a Director and other
matters provided under sub-section (3) of Section 178 of the Act is available on Companys
website https://www.bradymorris.in/wp-content/uploads/2021/02/Remuneration-Policy.pdf.
We affirm that the remuneration paid to the directors is as per the terms laid out in
the Nomination and Remuneration Policy of the Company.
13. BOARD COMMITTEES
As on March 31, 2023, the Board had three Committees, listed as below:
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 and
meetings held during the year are provided in Voluntary Corporate Governance Report.
14. BOARD EVALUATION
The annual evaluation process of the Board of Directors (“Board”), Committees
and individual Directors was carried out in the manner prescribed in the provisions of the
Act, Guidance Note on Board Evaluation issued by Securities and Exchange Board of India on
January 5, 2017 and as per the Corporate Governance requirements prescribed by SEBI
Listing Regulations.
The performance of the Board, Committees and individual Directors was evaluated by the
Board seeking inputs from all the Directors. The performance of the Committees was
evaluated by the Board seeking inputs from the Committee Members. The Board reviewed the
performance, of the individual Directors seeking inputs from all the Directors. A separate
meeting of Independent Directors was also held on February 11, 2023 to review the
performance of Non-Independent Directors; performance of the Board as a whole and
performance of the Chairman of the Company, taking into account the views of Executive
Directors and Non-Executive Directors (excluding the director being evaluated). The Board
of Directors at their meeting held on February 11, 2023 discussed the performance of the
Board, its Committees and individual Directors.
The criteria for performance evaluation of the Board included aspects like Board
composition and structure; effectiveness of Board processes, information and functioning,
etc. The criteria for performance evaluation of Committees of the Board included aspects
like composition and structure of the Committees, functioning of Committee meetings,
contribution to decision of the Board, etc. The criteria for performance evaluation of the
individual Directors included aspects on contribution to the Board and Committee meetings
like preparedness on the issues to be discussed, meaningful and constructive contribution
and inputs in meetings, integrity etc. In addition, the Chairman was also evaluated on the
key aspects of his role.
Outcome of evaluation process
Based on inputs received from the members, it emerged that the Board had a good mix of
competency, experience, qualifications and diversity. Each Board member contributed in
his/her own manner to the collective wisdom of the Board, keeping in mind his/her own
background and experience. There was active participation and adequate time was given for
discussing strategy. Overall, the Board was functioning very well in a cohesive and
interactive manner.
15. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of the
Act with respect to Directors Responsibility Statement, the Directors hereby confirm
that:
(a) in the preparation of the annual accounts, the applicable accounting standards have
been followed and that no material departures have been made in following the same;
(b) appropriate accounting policies have been selected and applied consistently and
judgments and estimates made are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the profit
and loss of the Company for that period;
(c) proper and sufficient care for maintenance of adequate accounting records in
accordance with the provisions of Act have been taken for safeguarding the assets of the
Company 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 and
that such internal financial controls are adequate and were operating effectively; and
(f) proper systems have been devised to ensure compliance with the provisions of all
applicable 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 and
Auditors) Rules, 2014, the Members of the Company in its 76th Annual General
Meeting held on September 23, 2022 approved the appointment of M/s. R K Doshi & Co
LLP, Chartered Accountants (Firm Registration No. 102745W) as the Statutory Auditors of
the Company for a consecutive term of five years i.e. from the conclusion of 76th
Annual General Meeting till the conclusion of 81st Annual General Meeting of
the Company.
During the year, the Statutory Auditors have confirmed that they satisfy the
independence criteria required under Companies Act, 2013 and Code of Ethics issued by
Institute of Chartered Accountants of India.
The Auditors Report for financial year 2022-2023 on the financial statements forms
part of this Annual Report. There has been no qualification, reservation or adverse remark
or disclaimer in their Report. The Auditors have also confirmed that they satisfy the
independence criteria required under Companies Act, 2013 and Code of Ethics issued by
Institute of Chartered Accountants of India. The Auditors attended the last Annual General
meeting of the Company.
B. COST AUDIT
As per the requirement of the Central Government and pursuant to Section 148 of the
Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 amended
from time to time, maintenance of Cost Audit / Records is not applicable to the Company
during the FY 2022-23.
C. INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014, the Board of Directors on recommendation of the Audit
Committee re-appointed M/s. Rajesh Dudhara & Co., Chartered Accountants as Internal
Auditors to conduct Internal Audit of the functions and activities of the Company for the
financial year 2023-24.
D. SECRETARIAL AUDITORS
The Secretarial Audit was carried out by M/s. GMJ & Associates, Company Secretaries
for the Financial Year 20232024. The Report given by the Secretarial Auditors is annexed
as Annexure “A” and forms an integral part of this Report. There has been
no qualification, reservation or adverse remark or disclaimer in their Report.
In terms of Section 204 of the Act, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors on
recommendation of the Audit Committee have appointed M/s. GMJ & Associates, Company
Secretaries as the Secretarial Auditors to conduct Secretarial Audit of records and
documents of the Company for the financial year 2023-24. The Company has received their
written consent that the appointment is in accordance with the applicable provisions of
the Act and rules framed there under.
E. REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors and Secretarial Auditor have not
reported any instances of frauds committed in the Company by its Officers or Employees to
the Audit Committee under section 143(12) of the Companies Act, 2013, details of which
needs to be mentioned in this Report.
17. PUBLIC DEPOSITS
During the year under review, the Company has not accepted any public deposits within
the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Your Company has not given any loans, or made investments or issued any guarantee or
provided any security covered under Section 185 & 186 of the Companies Act, 2013
during the year under review.
19. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
All contracts/ arrangements/ transactions entered by the Company during the financial
year with Related Parties were on an arms length basis and in the ordinary course of
business. Thus, disclosure in Form AOC-2 in terms of Section 134 and 188 of the Companies
Act, 2013 for material related party transaction is annexed as Annexure “B” and
forms an integral part of this report. All related party transactions are mentioned in the
Notes to the Financial Statements.
All Related Party Transactions are placed before the Audit Committee. Omnibus approval
has been obtained for transactions which are of repetitive nature. A statement giving
details of all Related Party Transactions are placed before the Audit Committee for review
and approval on a quarterly basis.
The policy on Related Party Transactions as approved by the Board of Directors is
available on the website of the Company viz. https:/ywww.bradymorris.in/wp-content/uploads/2021/02/Policy-on-Materiality-of-Related-Party-Transactions-and-
on-Dealing-with-Related-Party-Transaction.pdf.
20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed analysis of your Companys performance is discussed in the Management
Discussion and Analysis Report, which forms part of this Annual Report.
21. CORPORATE GOVERNANCE
Pursuant to the Regulation 15(2) of the SEBI Listing Regulations, corporate governance
provisions are not applicable to your Company as the Companys paid up Equity Share
Capital does not exceed Rs.10 Crores and net worth does not exceed Rs.25 Crores as on
March 31, 2023.
A Voluntary Report on Corporate Governance as stipulated under Schedule V of the SEBI
Listing Regulations forms part of this Annual Report.
22. VIGIL MECHANISM
The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed
thereunder and the SEBI Listing Regulations is implemented through the Companys Whistle
Blower Policy to enable the Directors, employees and all stakeholders of the Company to
report genuine concerns, about unethical behaviour, actual or suspected fraud or violation
of the Companys Code of Conduct or Ethics Policy. The policy provides for adequate
safeguards against victimization of persons who use such mechanism and make provision for
direct access to the Chairman of the Audit Committee.
Whistle Blower Policy of your Company is available on the Companys website https://www.bradymorris.in/wp-content/
uploads/2021/02/Vigil-Mechanism-and-Whistle-Blower-Policy.pdf. Further details are
available in the Voluntary Corporate Governance Report that forms part of this Report.
During the financial year 2022-23, no cases under this mechanism were reported to the
Company.
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 requirements
of 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 received
regarding sexual harassment.
During the financial year 2022-23, no cases in the nature of sexual harassment were
reported at any workplace of the Company.
24. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The net profit of the Company for the financial year 2022-23 is Rs.690.22 Lakhs, hence
the provisions of Section 135 of the Companies Act, 2013 and the Rules made thereunder are
applicable to the Company for the financial year 2023-24. The Company is in the process of
framing and approving the Corporate Social Responsibility (‘CSR) policy of the
Company.
25. RISK MANAGEMENT
The Company has a well-defined risk management framework in place with the objective to
formalize the process of Identification of Potential risk and adopt appropriate risk
mitigation measures. The Policy is a step by the Company towards strengthening the
existing 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 discussed
in detail in the Management Discussion and Analysis report.
26. INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate internal financial controls with reference to the
Financial 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 the
Chairman of the Audit Committee of the Board of Directors.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal
control system in the Company, its compliance with operating systems, accounting
procedures and policies of the Company.
Based on the results of such assessments carried out by internal audit function, no
reportable material weakness or significant deficiencies in the design or operation of
internal financial controls was observed. Nonetheless your Company recognizes that any
internal control framework, no matter how well designed, has inherent limitations and
accordingly, regular audits and review processes ensure that such systems are reinforced
on an ongoing basis.
27. CODE OF CONDUCT
The Company has adopted the Code of Conduct for Non-Executive Directors which includes
details as laid down in Schedule IV to the Act. The Company has also adopted a Code of
Conduct for all its employees including Executive Director(s). The above codes can be
accessed on the Companys website at https://www.bradymorris.in/wp-content/uploads/2021/02/
Code-of-Conduct_BRADY-AND-MORRIS-ENGINEERING-COMPANY-LIMITED.pdf. All the Board
Members and Senior Management Personnel comply with the Code.
28. CODE FOR PREVENTION OF INSIDER TRADING PRACTICES
In accordance with the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, as amended from time to time, the Board of Directors of the
Company has adopted the revised Code of Conduct for Prevention of Insider Trading and Code
of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information. All the Promoters, Directors, Employees of the Company, who are Designated
Persons, and their Immediate Relatives and other Connected Persons such as auditors,
consultants, bankers, etc., who could have access to the 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.
29. 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, a
statement showing the names of the top ten employees in terms of remuneration drawn and
names and other particulars of the employees drawing remuneration in excess of the limits
set out in the said rules forms part of this Report. Disclosures relating to remuneration
and other details as required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forms
part of this Report. Having regard to the provisions of the second proviso to Section
136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is
being sent to the members of the Company. The said information is available for inspection
by the members at the registered office of the Company during working hours on working
days upto the date of the Annual General Meeting and if any member is interested in
obtaining as copy thereof, such member may write to the Company Secretary.
30. ANNUAL RETURN
Pursuant to Section 92 of the Act read with the applicable Rules, the Annual Return for
the year ended March 31, 2023 can be accessed on the Companys website at https://www.bradymorris.in/financial-reports/.
31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The information pertaining to conservation of energy, technology absorption and foreign
exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read
with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached herewith as
Annexure “C” 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 of
the Company which have occurred between the end of the financial year of the Company to
which the financial statements relate and the date of this Report.
33. INSURANCE
All the properties of the Company including Factory Building, Plant & Machinery,
Stocks, etc. are adequately insured.
34. SAFETY, HEALTH AND ENVIRONMENTAL PERFROMANCE
Your Companys commitment towards safety, health and environment is being continuously
enhanced and persons working at all locations are given adequate training on safety and
health. The requirements relating to various environmental legislations and environment
protection have been duly complied with by your Company.
35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
During the financial year 2022-23, there were no significant and material orders passed
by the regulators or courts or tribunals impacting the going concern status and Companys
operations in future.
36. AFFIRMATION ON COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors of the Company has affirmed compliance with Secretarial
Standards 1 & 2 issued by Institute of Company Secretaries of India.
37. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR.
During the year under review, no such application or proceeding has been initiated or
pending against the Company.
38. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF.
No such transaction is done by the Company during the year under review.
39. ACKNOWLEDGEMENT
The Board of Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Companys Bankers, valuable Customers and
others concerned with the Company. Your involvement as shareholders is greatly valued and
your Board looks forward to your continued support.
Registered Office: |
For and on behalf of the Board |
Brady House, 4th Floor, |
Brady & Morris Engineering Company Limited |
12-14, Veer Nariman Road, |
|
Fort, Mumbai - 400 001. |
|
CIN: L29150MH1946PLC004729 |
|
Tel: +91 22 2204 8361; |
|
Fax: +91 22 2204 1855 |
|
Email: bradys@mtnl.net.in; |
PAVAN G. MORARKA |
Website: www.bradymorris.in |
Chairman |
August 11, 2023 |
(DIN: 00174796) |
+91-9892691696
