Brady & Morris Engineering Company Ltd Directors Report.

To

The Members,

The Board of Directors are pleased to present the Companys 73rd Annual Report together with the annual audited financial statements for the financial year ended March 31, 2019.

1. FINANCIAL HIGHLIGHTS

The Companys financial performance for the year ended March 31 , 2019 is summarized below:

(र In Lakhs except EPS)
PARTICULARS 20182019 2017 2018
Gross Income 4,448.53 2604.67
Profit before Depreciation, Finance Costs, Exceptional Items and Taxation (472.18) (231.34)
Less: Depreciation and Amortisation expense 101.60 78.48
Profit before Finance Costs, Exceptional Items and Taxation 370.58 (310.32)
Less: Finance costs 117.91 112.83
Profit/(Loss) before Exceptional Items and Taxation 252.67 (423.15)
Add: Exceptional Items . 309.78
Profit before Taxation 252.67 (113.37)
Less: Tax Expense 45.40 -
Profit/(Loss) for the year 207.27 (113.37)
Other comprehensive income/(Loss) 8.53 2.46
Total Other comprehensive income/(loss) for the year 215.80 (110.91)
Basic and Diluted EPS 9.21 (5.04)

2. FINANCIAL PERFORMANCE

The gross turnover of your Company stood at Rs. 4,448.53 Lakhs for the year ended March 31,2019 as against Rs. 2,604.67 Lakhs in the previous year. The total expenditure was Rs. 4195.86 Lakhs for the year ended March 31, 2019 as against Rs. 3027.82 Lakhs in the previous year. The Company made a net profit of Rs. 207.27 Lakhs for the year ended March 31,2019 as compared to the net loss of Rs. 113.37 Lakhs in the previous year.

3. WORKING RESULTS

The Company has performed extremely well during the year. Total income has jumped from Rs. 26 Crores to Rs. 44.48 Crores, an increase of 71 %. During the year, Profit before Tax was Rs. 2.52 Crores against Loss of Rs. 1.13 Crores in the previous year. The overall performance during the year has been very good.

4. FUTURE OUTLOOK

The Company is hopeful to do much better in the current year. The management has been making continuous efforts to improve productivity and reduce cost.

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 2018-2019.

7. SHARE CAPITAL OF THE COMPANY

The issued, subscribed and paid-up Share Capital of the Company stood at Rs. 22,25,00,0001- as at March 31, 2019 comprising of 22,50,000 Equity Shares of Rs. 10/- each fully paid-up and 2,00,00,000 7% Redeemable Non-Cumulative Non-Convertible Preference Shares of Rs. 10/- each fully paid-up. During the year under review, the Company has not issued any shares with differential voting rights or granted any stock options or sweat equity.

8. HOLDING, SUBSIDIARIES, ASSOCIATE COMPANIES & 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 31,2019.

The Company does not have any Subsidiary, Associate Companies 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. Dinesh Singhal as an Additional Director (in Independent Capacity) with effect from September 29,2018. Your Board proposes to regularize his appointment under Section 161 (1) of the Act and appoint him as an Independent Director for a term ofTwo (2) years.

Pursuant to the provisions of the Companies Act, 2013, Mr. Kaushik D. Shah was appointed as Independent Director to hold office for Five consecutive years for a term upto March 31 , 2019 by the Members of the Company in the 68th Annual General Meeting held on September 27, 2014. Mr. Kaushik D Shah is eligible for re-appointment as Independent Directors for a second term of Five (5) consecutive years from April 1, 2019 to March 31, 2024 subject to the approval of the Members through a Special Resolution at the ensuing Annual General Meeting.

On the recommendations of the Nomination and Remuneration Committee, the Board appointed: Ms. Mita Jha as Additional (Non-Executive) Director of the Company, liable to retire by rotation with effect from May 21 , 2019, subject to approval of the Members.

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, retires by rotation and, being eligible, offers himself for reappointment at the 73" Annual General Meeting of the Company scheduled to be held on September 21,2019.

C. Cessation

Ms. Urvashi Shah has resigned from the Company w.eJ. March 15,2019.

The Board places on record its sincere appreciation for the contribution and guidance provided by Ms. Urvashi Shah during her tenure as a Directorwith the Company.

D. 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. No. Name of the Key Managerial Personnel as on March 31, 2019 Designation
1. Mr. Pavan G Morarka Chairman
2. Mr. Vaibhav P. Morarka Executive Director
3. Mr. R. K. 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 SEBI Listing Regulations.

11. BOARD MEETINGS

The Board of Directors met Six (6) times in the financial year. 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 www.bradymorris.in.

13. BOARD COMMITREES

As on March 31, 2019, the Board had 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 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 8, 2019 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 meeting held on February 8,2019 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 concem 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 71st Annual General Meeting held on September 23,2017 approved the appointment of M/s. S. S. Rathi & Company, Chartered Accountants (Registration No.: 1 08726W), as the Statutory Auditors of the Company for a consecutive term of five years i.e. from the conclusion of 71 01 Annual General Meeting till the conclusion of 761t1 Annual General Meeting of the 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 2019-20 would be in conformity with the conditions/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 7,2018, the requirement of seeking ratification of the Members forthe appointment of the Statutory Auditors has been withdrawn from the Statute. Hence the resolution seeking ratification of the Members for continuance of their appointment at this AGM is not being sought.

The Report given by M/s. S. S. Rathi & Company, Chartered Accountants, on the financial statements of the Company for the financial year 2018-2019 forms part of the Annual Report

The Auditors Report is unmodified i.e. it does not contain any qualification, reservation, adverse remark or disclaimer.

B. 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 2019-20.

C. SECRETARIAL AUDITORS

M/s. GMJ & Associates, Company Secretaries, were appointed as Secretarial Auditors of your Company to conduct a Secretarial Audit of records and documents of the Company for Financial Year 2018-2019. The Report given by the Secretarial Auditors is annexed as Annexure "A" and forms an integral part of this Boards Report.

There has been no qualification, reservation, adverse remark or disclaimer in their Report.

D. 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.

11. 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 investment 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 FormAOC-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 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. www.bradymorris.in. The said policy has been amended in the line with the requirements of SEBI Listing Regulations.

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 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 31,2019.

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 victimisation 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 www.bradymorris.in. Further details are available in the Voluntary Corporate Governance Report that forms part of this Report.

During the financial year 2018-19, 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 2018-19, no cases in the nature of sexual harassment were reported at any workplace of the Company.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions relating to CSR enumerated under Section 135 of the Companies Act, 2013 are not 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 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 recognises 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 www.bradymorris.in. 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

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 herewith as Annexure "e" and forms part of this Report.

None of the employees of the Company fall within the purview of the information required under Section 197 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time. Therefore, no 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 with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as on 31st March, 2019 in Form No. MGT-9 is attached herewith as Annexure "D" and forms part of this Report.

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 "E" 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 2018-19, 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.

31. 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 Engg. Co. ltd.
12-14, Veer Nariman Road,
Fort, Mumbai - 400 001. PAVAN G. MORARKA
CIN: l29150MH1946PlC004729 Chairman
Tel: +91 2222048361 • Fax: +91 2222041855 (DIN: 00174796)
Email: bradys@mtnl.net.in • Website: www.bradymorris.in
August 9,2019.