To The Members,
The Board of Directors are pleased to present the Company's 78th Annual Report together with the Annual Audited Financial
Statements for the financial year ended March 31, 2024.
1. FINANCIAL HIGHLIGHTS
The Company's financial performance for the year ended March 31, 2024 is summarized below:
(Rs. In Lakhs except EPS)
2. FINANCIAL PERFORMANCE
The gross turnover of the Company was Rs. 7580.67 Lakhs for the year ended March 31, 2024 as against Rs. 6101.93 for the year ended March 31, 2023. Company made a net profit before tax of Rs. 1151.18 Lakhs as against Rs. 690.22 Lakhs in the previous financial year, which was a jump of approximately 66.78%.
3. WORKING RESULTS
The Company showed an improved performance in the year 2023-24 as against the previous year and the before depreciation, finance costs, exceptional items and tax was higher by 60.76% 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 2024-2025. Efforts are being made to and profits. Management is hopeful that the Company's performance in the current financialyear 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
Year 2023-2024.
7. SHARE CAPITAL OF THE COMPANY
The Authorized Capital of the Company as at March 31, 2024 was Rs. 25,00,00,000/- (Rupees Twenty Five Crores only) divided into 50,00,000 (Fifty Lakhs only) equity shares of Rs.10/- each and 2,00,00,000 (Two Crores only) 7% Redeemable Non-Cumulative Non-Convertible Preference Shares of Rs. 10/- each.
The issued, subscribed and paid-up Share Capital of the Company stood at Rs.7,25,00,000/- as at March 31, 2024 comprising of 22,50,000 Equity Shares of Rs. 10/- each fully paid-up and 50,00,000 7% Redeemable Non-Cumulative Non-Convertible Preference Shares of Rs. 10/- each fully paid-up.
During the year under review, Company has partially redeemed 50,00,000 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 equipment's. 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 Company's Capital as on March 31, 2024.
The Company does not have any Subsidiary, Associate Company and Joint Venture.
9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Inductions
The Board has appointed Mr. Pinaki Misra as a Non-Executive Director of the Company on February 14, recommendation of the Nomination & Remuneration Committee, the Board proposes to appoint Mr. Pinaki
Independent Director of the Company w.e.f. September 28, 2024 subject to approval of the members at the ensuing
Annual General Meeting of the Company. Committee, the Board has appointed Mr. Yash PursuanttotherecommendationsoftheNomination Shah as a Non-Executive Independent Director of the Company on August 10, 2024 subject to approval of members at the ensuing Annual General Meeting of the Company.
B. Re-appointment / Retirements
Committee,On therecommendationsoftheNomination Board has appointed Mr. Rajiv Kumar
Bakshi as an Independent Director on the Board of the Company for a consecutive term of 5 years with effect from
September 22, 2023 to September 21, 2028. This appointment was approved by the Members at the 77th Annual
General Meeting of the Company held on September 22, 2023.
Pursuant to the provisions of the Companies Act, 2013, Ms. Mita Jha was re-appointed as an Independent Director at the 77th Annual General Meeting of the Company held on September 22, 2023, for a second consecutive term of 5 years with effect from March 30, 2024 to March 29, 2029.
In accordance with the provisions of Section 152(6) Associationof the theCompaniesAct,2013andtheArticles
Company, Mr. Pavan G. Morarka, Director of the Company, liable to retire by rotation and, being eligible, offers himself for reappointment at the 78th Annual General Meeting of the Company scheduled to be held on September 28, 2024.
Pursuant to the recommendations of the Nomination Committee, the Board proposes to re-appoint andRemuneration
Mr. Vaibhav Morarka (DIN: 01630306), as an Executive Director of the Company for a period of three years with effect from November 1, 2024 in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time and subject to approval of members of the Company at the ensuing Annual General Meeting.
Mr. Kaushik D. Shah (DIN: 00024305) ceased to be an Independent Director of the Company with effect from the close of business hours of March 31, 2024 pursuant to the completion of his term of appointment. The Board places on record its sincere appreciation for the contribution and guidance provided by Mr. Kaushik D. Shah during his tenure as a Director with the Company.
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:
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. disclosures on record and acknowledging the veracity of the same, declarations/ Further,theBoardaftertakingthese concluded that the Independent Directors are persons of integrity and possess the relevant expertise qualify as Independent Directors of the Company and are Independent of the Management.
In the Board's 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 4 (Four) times during the financial year 2023-24. Particulars of meetings detailed in the Voluntary Corporate Governance Report, which forms part of this Report.
12. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company's policy on Directors' appointmentandremuneration qualifications, positive includingcriteriafordetermining attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act is available on Company's 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, 2024, the Board had four Committees, listed as below:
1. Audit
2. Stakeholders' Relationship Committee ("SRC")
3. Nomination and Remuneration Committee ("NRC")
4. Corporate Social Responsibility Committee ("CSR")
Details of all the Committeesalongwiththeircomposition,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 under the provisions of the Act, Guidance Note on Board Evaluation issued by Securities 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
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 14, 2024 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 14, 2024 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 compositionandstructure functioningof Committee meetings, contribution theCommittees, 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 76 th 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 Companies Act, 2013 and Code of Ethics issued by Institute of Chartered Accountants of India.
The Auditors' Report for financial year 2023-2024 on the financial statements forms part of this Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in 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 2023-24 and 2024-25.
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 financial year 2024-25.
D. SECRETARIAL AUDITORS
The Secretarial Audit was carried out by M/s. GMJ & Associates, Company Secretaries for the Financial Year 2023- 2024. 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 2024-25. 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 mentionedinthisReport.
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/ transactionsentered by the Company during thefinancialyearwithRelatedPartieswere on an arm's 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 asAnnexure "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 Transactionsare 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://www.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 Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.
21. CORPORATE GOVERNANCE corporate governance provisions were not applicable to PursuanttotheRegulation 15(2) oftheSEBIListing Regulations, your Company as the Company's Paid Up Equity Share Capital does not exceed Rs.10 Crores and net worth does not exceed Rs.25 Crores as on March 31, 2024.
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 Company's 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 Company's 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 Company's 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 2023-24, 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, Prohibitionand Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.
During the financialyear 2023-24, no cases in the nature of sexual harassment were reported at any workplace of the
Company.
24. CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, the Company spent Rs. 8.41 Lakhs (2% of the average net profits of the preceding three years), towards identified and approved CSR initiatives covered under Schedule VII of the Companies Act 2013. financial The Annual Report on CSR activitiesisannexed and markedas Annexure "C" to this Report. The CSR policy, formulated by the Corporate Social Responsibility ("CSR") Committee and approved by the Board, can be accessed at https://www. bradymorris.in/corporate-policies/. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.
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 same as mayberequiredfromtimeto time.strengtheningtheexistinginternalcontrolsandupdatingthe 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 operatingsystems,accountingprocedures and policies of the Company.
Based on the results of such assessmentscarriedoutbyinternalauditfunction,no reportable material weakness or significant deficiencies in thedesignoroperationofinternalfinancialcontrols 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 Company's 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 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, 2024 can be accessed on the Company's 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 "D" and forms part of this Report.
32. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been nomaterialchangesandcommitmentsaffectingthe 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 Company's 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 2023-24, there were no significant and material orders passed by the regulators or courts or tribunals impacting thegoing concernstatusandCompany'soperationsinfuture.
36. AFFIRMATION ON COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors of the Company has affirmed compliance withSecretarialStandards1&2issuedbyInstitute 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 Company's 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.