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Directors Report of W H Brady & Company Ltd.

Mar 31, 2015

DEAR MEMBERS,

The Directors take pleasure in presenting the 69th Annual Report on the business and operations of your Company together with the Audited Accounts for the year ended 31 st March, 2015.

1. FINANCIAL RESULTS:

HIGHLIGHTS: 2014-2015 2013-2014 ( Rs. in Lacs) ( Rs. in Lacs)

a) Gross Turnover 3,266.51 3,491.04

b) Operating Profit /(Loss) before 274.94 462.23 interest and Depreciation

c) Less: Interest 119.40 99.19

d) Profit / (Loss) before Depreciation 155.54 363.04

e) Less: Depreciation 119.73 105.16

f) Profit / (Loss) before exceptional item 35.81 257.88

Less : exceptional item 50.53 160.52

Profit /(Loss) before tax (14.72) 97.36

g) Less: Tax for the Year -

(i) Current - -

(ii) Deferred - -

(iii) Fringe Benefit Tax - -

h) Profit / (Loss) after tax (14.72) 97.36

i) Add / (Less): Prior - - Year's adjustment

j) Profit / (Loss) for the year (14.72) 97.36

k) Add: Balance brought forward (254.12) (351.48) from the previous year

l) Add: Transfer from General Reserve - -

m) Add/Less: Adjustment due to (19.98) - change in depreciation

n) Profit/(Loss) available for (288.82) (254.12) Appropriations

Balance carried to Balance Sheet (288.82) (254.12)

EPS (0.65) 4.33

HOGHLIGHTS FOR LAST THREE YEARS:

Particulars 2014-15 2013-14 2012-13

Total Revenue 3,266.51 3,491.05 3,146.97

Profit before Depreciation 155.54 363.04 196.01 and Amortization

Depreciation and Amortization 119.73 105.16 107.68

Profit before exceptional 35.81 257.88 88.33 items & tax

Exceptional items (50.53) (160.52) (12.58)

Profit before tax (14.72) 97.36 75.75

Tax expense - - -

Net profit after tax (14.72) 97.36 75.75

Equity shares 2250000 2250000 2250000

EPS (0.65) 4.33 3.37

2. DIVIDEND:

In view of the carried forward losses, your Directors express their inability to recommend any dividend for the year ended 31st March, 2015.

3. SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital, as at 31st March, 2015 was Rs. 9,75,00,000/- divided into 22,50,000 Equity shares, having face value of Rs. 10/- each fully paid up and 75,00,000, 7% Redeemable Non Cumulative Non Convertible Preference Shares having face value of Rs. 10/- each fully paid up.

Your Board of Directors at their meeting held on August 13, 2015, propose to increase the present Authorised Share capital of the company from Rs. 15,00,00,000/- to Rs. 25,00,00,000/- by creation of additional 1,00,00,000 [ One Crores] 7% Redeemable Non Cumulative non Convertible Preference Shares of Rs. 10/- [Rupees Ten Only] pursuant to approval of the Members at the ensuing Annual General Meeting of the Company.

During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock options or sweat equity.

4. WORKING RESULTS:

As the economy is yet to improve and the infrastructure industry still not out of problems, the Company took a cautious approach. Though the turnover was slightly less than the previous year, the company made a humble profit of Rs. 35.81 Lac before Exceptional Item. However, after taking into consideration the Exceptional Item, Company made a loss of Rs. 14.72 Lacs.

5. FUTURE OUTLOOK:

All of you are aware that infrastructure industry is still facing problems; one of the biggest concern is liquidity issue. In view of this, the company has decided to tread cautiously. All out efforts are being made to increase the turnover and profitability. The company is also taking steps to improve the design of the existing products, introduce new products and expand the dealership network. In addition, the company is considering the replacement of old equipments with some of the new machines, which should improve production, efficiency and profitability.

6. SUBSIDIARIES, ASSOCIATE COMPANIES & JOINT VENTURES :

The Company does not have any Subsidiary, Associate Companies or Joint Ventures.

7. BOARD OF DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act 2013 and the Articles of Association of the Company, Mr. Rajender K. Sharma, Director of the Company, retires by rotation at the forthcoming AGM. and being eligible offers himself for re-appointment.

Mr. Vaibhav Morarka was appointed as an Executive Director of the Company for a period of 3 years and his term expires on 30th September, 2015. The Board of Directors on the recommendation of the Remuneration and Nomination Committee propose to re-appoint Mr. Vaibhav Morarka as an Executive Director of the Company fora fresh term of 3 years commencing from 1 st October, 2015.

During the year under review, the Company has appointed Ms. Urvashi D. Shah as an Additional Director w.e.f. 8th November, 2014. Your Board proposes to regularize her appointment under Section 149 and 161(1) of the Act.

8. DECLARATION BY INDEPENDENT DIRECTOR (S):

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

9. DIRECTORS' RESPONSIBILITY STATEMENT :

To the best of our knowledge and belief and according to the information and explanations obtained, Directors make the following statement in terms of Section Section 134 (3)(c) of the Companies Act, 2013:

a) that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that 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) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. KEY MANAGERIAL PERSONNEL:

During the year under review, the Company has appointed the following persons as the Key Managerial Personnel:

Sr. No. Name of the person Designation

1. Mr. Vaibhav Morarka Executive /Whole-time Director

**2. Mr. Rajendrakumar Pandey Chief Financial Officer

*3. Ms. Madhura Dabke Company Secretary of the Holding Company,

M/s. W. H. Brady & Co. Ltd.

*Resigned w.e.f. June 8, 2015.

** Resigned w.e.f. August 1, 2015

11. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation after taking into consideration various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration, obligations and governance.

The Independent Directors held a Meeting on February 13,2015 without the attendance of Non- Independent Directors and members of Management. All the Independent Directors were present at such meeting and at the Meeting they have:

i) Reviewed the performance of non-independent directors and the Board as a whole;

ii) Reviewed the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors;

iii) Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Independent Director holds a unanimous opinion that the Non- Independent Directors including the Managing Director bring to the Board constructive knowledge in their respective field. All the Directors effectively participate and interact in the Meeting. The Chairperson has good experiences, knowledge and understanding of the Board's functioning. The information flow between the Company's Management and the Board is satisfactory.

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The details of the number of meetings of the Board held during the Financial Year 2014-15 forms a part of the Voluntary Corporate Governance Report.

13. AUDIT COMMITTEE:

In accordance with the provisions of the Listing Agreement and Corporate Governance, the Company has constituted an Audit Committee comprising of Independent and Executive Directors. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board. The details of the terms of Audit Committee and other details are explained in the Voluntary Corporate Governance Report.

14. NOMINATION & REMUNERATION POLICY:

The Board of Directors has formulated a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy lays down the criteria for selection and appointment of Board Members. The details of the policy are explained in the Voluntary Corporate Governance Report.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concerns, grievances, frauds and mismanagements, if any. The Vigil Mechanism /Whistle Blower policy has been posted on the website of the Company (www.bradvs.in).

16. PREVENTION OF SEXUAL HARASSMENT:

The Company has constituted an Internal Complaint Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. During the year under review, no complaints were reported.

17. FIXED DEPOSITS:

Your Company has not accepted any 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:

The Company has not granted Loans or given guarantees during the financial year 2014-15 but the investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in thisAnnual Report.

19. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure 'A' and forms an integral part of this Report.

20. RELATED PARTYTRANSACTIONS:

All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business and where the provisions of Section 188 of the Companies Act, 2013 were attracted, the Board has recommended the resolution for approval of the Members at the ensuing AGM.

All the Related Party Transactions are placed before the Audit Committee and also to the Board for approval in accordance with the Policy on Related Party Transactions formulated by the Board of Directors of the Company.

The disclosure in Form AOC-2 is given as per Annexure 'B'.

21 CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Company Act, 2013 read with the Rules made thereunder, in respect of Corporate Social Responsibility Policy were not applicable to the Company for the Financial Year 2014-15.

22. CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity. The Code has been posted on the Company's website www.bradvs.in

All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

23. STATUTORY AUDITORS :

M/s. C. L. Dalai & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company at the AGM held on 27th September, 2014 to hold office until the conclusion of the 71stAGM, are recommended for ratification of appointment for the Financial Year 2015-16. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. C. L. Dalai & Co., Chartered Accountants that their appointment, if made, would be in conformity with the limits specified in the said Section.

24. SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the Company has appointed M/s. GMJ & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure 'C' and forms an integral part to this Report.

25. AUDITOR'S REPORT/SECRETARIAL AUDIT REPORT:

The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts which are self explanatory and, therefore, do not call for any further comments.

The Secretarial Audit Report for financial year 2014-15 does not contain any qualification, reservation or adverse remark.

26. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, 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 Chairperson of the Audit Committee of the Board of Directors.

The Internal Audit Department 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 report of internal audit function, the Company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

27. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information on 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 given in Annexure 'D' to this Report.

28. ENVIRONMENT, HEALTH AND SAFETY:

The Company is aware of the importance of environmentally health clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources at its Factory.

29. RISK MANAGEMENT POLICY:

The Company has a Risk Management policy with the Objective to formalize the process of Identification of Potential risk and adopt appropriate risk mitigation measures through a risk management structure. 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.

30. 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 annexed as Annexure 'E' to 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 during the financial year.

31. DEPOSITORY SERVICES:

The Company's Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE856A01017.

Shareholders' therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

32. CORPORATE GOVERNANCE:

Clause 49 of the Listing Agreement with the Stock Exchange(s) is not applicable to the Company for the Financial Year 2014- 15, but your Company has adopted best practices prevailing for internal regulations and for good Corporate Governance. A small note on Corporate Governance Practices adopted by the Company voluntarily is attached as Annexure "F" to the Directors' Report.

33. LISTING:

The Shares of the Company are listed on BSE Limited, Mumbai and the Company has paid Listing Fees for the year 2015- 16.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS:

There are no significant/material orders passed by the Regulators or courts orTribunals impacting the going concern status of your Company and its operations in future.

35. INSURANCE:

All the properties of the Company including Factory Building, Plant & Machinery, Stocks, etc. are adequately insured.

36. ACKNOWLEDGEMENT:

The Directors wish to convey their appreciation to the Company's shareholders, customers, suppliers, bankers and distributors for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

Registered Office: For and on behalf of the Board Brady House, 12-14, Veer Nariman Road, PAVAN G. MORARKA Fort, Mumbai - 400 001. (DIN : 00174796) August 13, 2015. Chairperson


Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present their One Hundred & First Annual Report on the business and operations of your Company together with the audited accounts forthe financial year ended 31 st March, 2014.

1. FINANCIAL HIGHLIGHTS:

2013-2014 2012-2013 (Rs. in Lacs) (Rs. in Lacs)

a) Gross Turnover 2088.38 2211.30

b) Operating Profit before Interest and Depreciation 572.45 643.76

c) Less interest 153.18 195.66

d) Profit Before Depreciation 419.27 448.10

e) Less: Depreciation 84.27 95.71

f) Profit before exceptional items 335.00 352.39

g) Add/(Less): Exceptional items 91.41 (19.48)

h) Profit before Tax 426.41 332.91

i) Less: Tax for the year:

(i) Current 86.00 67.00

(ii) Deferred 3.81 (6.51)

(iii) Wealth tax 0.21 90.02 0.25 60.74

j) Profit after Tax 336.39 272.17

k) Add/(Less) Prior year adjustments (0.48) (3.96)

I) Profit for the year 335.91 268.21

m) Add: Balance brought forward from the previous year 947.65 738.19

n) Profit available for appropriations 1283.56 1006.40

o) Less:Appropriations:-

i) Proposed Dividend 38.25 38.25

ii)Taxon proposed Dividend 6.50 6.50

iii) Transfer to General Reserve 17.00 61.75 14.00 58.75

p) Balance carried to Balance Sheet 1221.81 947.65

EPS 13.19 10.67

2. DIVIDEND:

Your Directors are pleased to recommend for the approval of the shareholders dividend @ 15% i.e. Rs. 1.50/- per share forthe year ended 31st March, 2014.

3. WORKING RESULT:

Although, the turnover is slightly lower than the previous year, the profit for the year is much higher. This has been possible due to better strategy and sustained effort from all the employees of the company.

4. FUTURE OUTLOOK:

As we are all aware that the country has been going through difficult economic phase, in particular since past two years, your Directors decided to adopt a cautious approach. As the economic situation in the country is expected to improve in the near future, your Directors are hopeful of better working results in the current year. The company is also exploring new business opportunities.

5. DELISTING:

The Board of Directors in their meeting held 8th August, 2014 have taken a considered view to delist the shares of the Company from BSE Limited. Your Company would be taking all necessary steps as per the Guidelines listed by SEBI / Stock Exchange in this regard.

6. BOARD OF DIRECTORS:

Mr. Pavan G. Morarka is re-appointed as the Chairman & Managing Director of the Company with effect from 1st January, 2014 for a period of 3 years.

As per Section 149(10) of the Companies Act, 2013, the existing Independent Directors, Mr. Kaushik D. Shah, Mr. Pinaki Misra and Mr. Prakash V. Mehta are eligible to be re-appointed for one term of 5 consecutive years. They shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of the Independent Directors form part of the Notice of the AG M.

7. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(a) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that 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 of the Company for the period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis.

8. PERSONNEL:

During the year under report, none of the employees of the Company was in receipt of the remuneration in excess of the ceilings prescribed under Section 217 (2A) of the Companies Act, 1956 read with (Particulars of Employees) Rules, 1975 as amended and hence no information is furnished thereto.

9. SUBSIDIARY OF THE COMPANY:

The Balance Sheet and Statement of Profit & Loss of Brady & Morris Engineering Co. Ltd. (the subsidiary of the Company) for the year ended 31 st March 2014 along with the Directors'' Report are annexed for information of the shareholders.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

Information required in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are not applicable to the company as there was no manufacturing activity during the year.

FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:

Please refer Notes No. 30.2,34 and 35.

11. SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to provisions of Section 383A of the Companies Act, 1956 and the rules made thereunder, the Company has obtained a Secretarial Compliance Certificate from GMJ & Associates, Company Secretaries. The same is attached herewith.

12. APPOINTMENT OF AUDITORS:

M/s. C. L. Dalai & Co., Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. C. L. Dalai & Co., Chartered Accountants as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the One Hundred & Fourth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

13. CORPORATE GOVERNANCE:

Though Provisions of Clause 49 of the Listing Agreement of the Stock Exchange do not apply to the Company, the Company has adopted best practices prevailing for internal regulations and for good Corporate Governance. A small note on Corporate Governance Practices adopted by the Company voluntarily is attached as Annexure B to the Directors'' Report.

14. HEALTH, SAFETY AND ENVIRONMENT:

The Company, in order to fulfill its commitment towards health, safety and environment, has taken active steps towards Safety Management System. For developing effectiveness of Safety Management System, training of all employees across the Company is ensured through various training programs. The same is being monitored through internal audit teams and delegation of safety management up to the local level. Further, emergency management plans are reviewed and updated regularly. Regular site visits ensure the enhancement of safety culture which has also ensured the safe commissioning of the new projects.

15. INSURANCE:

All the properties of the Company including Office Building, Plant & Machinery, Stocks, etc. are adequately insured.

16. ACKNOWLEDGEMENT:

The Directors take this opportunity to express their appreciation for the cooperation 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.

Registered Office : For and on behalf of the Board Brady House, 12-14, Veer Nariman Road, PAVAN Q M0RARKA Fort, Mumbai - 400 001. (DIN: Q0174796) August 8, 2014. Chairman & Managing Director


Mar 31, 2013

TO, THE MEMBERS

The Directors have pleasure in presenting the 67th Annual Report on the business and operations of the Company together with theAudited Accounts for the year ended 31st March, 2013.

1. FINANCIAL RESULTS: 2012-2013 2011-2012 (Rs. in Lacs) (Rs. in Lacs)

a) Gross Turnover 3,146.97 3,448.82

b) Operating Profit/(Loss) before interest and Depreciation 310.81 (147.70)

c) Less: Interest 114.80 234.23

d) Profit/(Loss) before Depreciation 196.01 (381.93)

e) Less: Depreciation 107.68 94.89

f) Profit/(Loss) before exceptional item 88.33 (476.82)

Add: exceptional item (12.58) 176.41

Profit/(Loss) before tax 75.75 (300.41)

g) Less: Tax for the Year (i) Current

(ii) Deferred (16.73)

(iii) Fringe Benefit Tax (16.73)

h) Profit/(Loss) aftertax 75.75 (283.68)

i) Add/(Less): Prior Year''s adjustment

j) Profit/(Loss) for the year 75.75 (283.68)

k) Add: Balance brought forward from the previous year (427.23) (143.55)

Add: Transferfrom General Reserve

m) Profit/(Loss) available for Appropriations (351.48) (427.23)

Balance carried to Balance Sheet (351.48) (427.23)

EPS 3.37 (12.61)

2. DIVIDEND:

In view of the carryforward losses, the Directors are unable to recommend any dividend for the year ended 31st March, 2013.

3. WORKING RESULTS:

The Company made a profit of Rs. 75.75 lacs as against a net loss of Rs. 283.68 lacs in the previous year. The profit is a result of an increase in sales of material handling equipment and streamlining the operations of various departments.

4. FUTURE OUTLOOK:

The Company is hopeful to substantially improve its performance in the year 2013-2014 based on a healthy pending order position of Rs. 2049 lacs as on June 30,2013. Already, the sales of Material Handling Equipment for the first quarter of 2013- 2014 has been Rs. 1077 lacs as compared to Rs. 699 lacs in the corresponding period of the previous year. In addition, the company hopes to achieve better profit margins through strict procurement policies and by implementing cost control measures. These positive trends are indicative of better working results in the current year.

5. REMUNERATION COMMITTEE:

In compliance with the provisions of the Companies Act, 1956, the Board has constituted Remuneration Committee comprising Mr. Kaushik D. Shah, Mr. Gautam Divan and Mr. Mahendra K. Shah as members.

6. BOARD OF DIRECTORS:

In accordance with the provisions of Section 256 of the Companies Act 1956 and the Articles of Association of the Company, Mr. Kaushik D. Shah and Mr. Mahendra K. Shah, Directors of the Company retire from their office by rotation and being eligible offer themselves for re-appointment.

Your Board has appointed Mr. Rajender K. Sharma as an Additional Director of the Company; necessary resolution for his regular appointment is placed for member''s approval.

7. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that 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 of the Company for the period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the Annual Accounts on a going concern basis.

8. APPOINTMENT OF AUDITORS:

M/s. C. L. Dalai & Co., Chartered Accountants, Auditor of the Company are retiring at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to act as Auditors, if re-appointed. The Company has received a Certificate from the Auditors that they are qualified under section 224 (1) of the Companies Act, 1956, for appointment as Auditors of the Company. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the financial year ending March 31, 2014 as set out in the Notice convening the Meeting.

9. RESEARCH & DEVELOPMENT:

Our future is dependent on continuous innovation. In this dynamic world, it is not enough simply to manufacture good products; hence, the Company has decided to invest in the R&D Department by strengthening it in numbers and by focusing on modifying existing products and introducing new products which are in tune with current market trends.

10. HEALTH, SAFETY AND ENVIRONMENT:

The Company, in order to fulfil its commitment towards health, safety and environment, has taken active steps towards Safety Management System. For developing effectiveness of Safety Management System, training of all employees across the Company is ensured through various training programs. The same is being monitored through internal audit teams and delegation of safety management up to the local level. Further, emergency management plans are reviewed and updated regularly. Regular site visits ensure the enhancement of safety culture which has also ensured the safe commissioning of new projects.

11. EMPLOYMENT POLICY:

It is the policy of the Company to create a working environment in which there is no discrimination and all employment decisions are based entirely on merit and the ability of people to perform their intended roles. The Company aims to continue to build a workforce which is recruited from the widest possible talent pool.

12. PERSONNEL & PARTICULARS OF EMPLOYEES:

None of the employees of the Company came within the purview of the information required U/s. 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

13. SECRETARIAL COMPLIANCE CERTIFICATE :

Pursuant to provisions of Section 383A of the Companies Act, 1956 and the rules made thereunder, the Company has obtained a Secretarial Compliance Certificate from GMJ & Associates, Company Secretaries and forms part of the Directors Report.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO :

Information required in terms of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in AnnexureAand forms part of this Report.

15. CORPORATE GOVERNANCE :

Though Provisions of Clause 49 of the Listing Agreement of the Stock Exchange do not apply to the Company, the Company has adopted best practices prevailing for internal regulations and for good Corporate Governance. A small note on Corporate Governance Practices adopted by the Company voluntarily is attached as Annexure I to the Directors Report.

16. INSURANCE:

All the properties of the Company including Factory Building, Plant & Machinery, Stocks, etc. are adequately insured.

17. ACKNOWLEDGEMENT:

The Directors wish to convey their appreciation to the Company''s shareholders, customers, suppliers, bankers and distributors for the support they have given to the Company, and the confidence which they have reposed in its management and the employees for the commitment and dedication shown by them.

For and on behalf of the Board

Sd/-

PAVAN G. MORARKA

Chairman

Registered Office:

Brady House, 12-14,

VeerNariman Road, Fort,

Mumbai-400 001.

July 26,2013.


Mar 31, 2012

The Directors are pleased to present their 99th Annual Report on the business and operations of your Company together with the audited accounts for the financial year ended 31st March, 2012.

1. FINANCIAL HIGHLIGHTS: 2011-2012 2010-2011 (Rs.in Lacs) (Rs.in Lacs)

a) Gross Turnover 1,957.81 1,914.27

b) Operating Profit before Interest and Depreciation 565.68 319.61

c) Less: Interest 127.08 87.52

d) Profit Before Depreciation 438.60 232.09

e) Less: Depreciation 82.83 53.16

f) Profit before exceptional items 355.77 178.93

g) Less: Exceptional items 92.21 -

h) Profit before Tax 263.56 178.93

i) Less: Tax for the year

i) Current 52.35 32.85

ii) Deferred (6.03) 2.74

iii) Wealth tax 0.13 0.36

Sub-total 46.45 35.95

j) Profit after Tax 217.11 142.98

k) Add/(Less) Prior year adjustments 3.74 5.86

I) Profit for the year 213.37 137.12

m) Add: Balance brought forward from the previous year 581.72 492.58

n) Profit available for appropriations 795.09 629.70

o) Less: Appropriations

i) Proposed Dividend 38.25 38.25

ii) Tax on proposed Dividend 7.65 1.73

iii) Transfer to General Reserve 11.00 8.00

Sub-total 56.90 47.98

p) Balance carried to Balance Sheet 738.19 581.72

EPS 8.51 5.61

2. DIVIDEND:

Your Directors are pleased to recommend for the approval of the shareholders dividend @ 15% i.e. Rs.1.50/- per share for the year ended 31st March, 2012.

3. WORKING RESULTS:

Although, the Company's turnover is marginally higher than the previous year, profit before depreciation has almost doubled. This was possible due to better strategies and cost control measures adopted by the Company.

4. FUTURE OUTLOOK:

A new joint venture Company has been formed called:

BRADY IKUSI SYSTEMS PRIVATE LIMITED This Company is equally owned by the Company and, M/s. Angel Iglesias, S.A. (IKUSI). The new JV Company would offer services to the Aviation Sector in the areas of security system, IT, ITES, System Integration.

The Company is also exploring new areas to increase the business of the Company.

5. BOARD OF DIRECTORS:

In accordance with the provisions of Section 256 of the Companies Act 1956 and the Articles of Association of the Company, Mr. Prakash Mehta retires from his office by rotation and being eligible offers himself for re-appointment.

6. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(a) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that 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 of the Company for the period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis.

7. PERSONNEL:

During the year under report, none of the employees of the Company was in receipt of the remuneration in excess of the ceilings prescribed under Section 217 (2A) of the Companies Act, 1956 read with (Particulars of Employees) Rules, 1975 as amended and hence no information is furnished thereto.

8. SUBSIDIARY OF THE COMPANY:

The Balance Sheet and Profit & Loss Account of Brady & Morris Engineering Co. Ltd. (the subsidiary of the Company) for the year ended 31st March 2012 along with the Directors' Report are annexed for information of the shareholders.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

Information required in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are not applicable to the company as there was no manufacturing activity during the year.

FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:

Please refer Notes No. 30.2, 34 and 35.

10. COMPLIANCE CERTIFICATE:

Pursuant to provisions of Section 383A of the Companies Act, 1956 and the rules made thereunder, the Company has obtained a Compliance Certificate from GMJ & Associates, Company Secretaries. The same is attached herewith.

11. APPOINTMENT OF AUDITORS:

M/s. C. L. Dalai & Co., Chartered Accountants, hold office till the conclusion of this Annual General Meeting. Pursuant to Section 224(1) of the Companies Act, a Certificate has been furnished by M/s. C. L. Dalai & Co. that their appointment, if made, will be in accordance with the limit specified in sub-section (1-B) of the said Section 224. The members are requested to appoint Auditors for the year from the conclusion of the ensuing Annual General Meeting till the conclusion of the subsequent Annual General Meeting and fix their remuneration.

12. CORPORATE GOVERNANCE:

Though Provisions of Clause 49 of the Listing Agreement of the Stock Exchange do not apply to the Company, the Company has adopted best practices prevailing for internal regulations and for good Corporate Governance. A small note on Corporate Governance Practices adopted by the Company voluntary is attached as Annexure I to the Directors Report.

13. ACKNOWLEDGEMENT:

The Directors take this opportunity to express their appreciation for the cooperation 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.

Registered Office: For and on behalf of the Board

Brady House,

12-14, Veer Nariman Road, Sd/-

Fort, Mumbai - 400 001. PAVAN G. MORARKA

August 4, 2012. Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the 66th Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended 31st March, 2012.

1. FINANCIAL RESULTS:

2011-2012 2010-2011 (Rs. in Lacs) (Rs. in Lacs)

a) Gross Turnover 3,452.42 2,759.54

b) Operating Profit/(Loss) before interest and Depreciation (144.08) (14.62)

c) Less: Interest 234.23 165.89

d) Profit/(Loss) before Depreciation (378.31) (180.51)

e) Less: Depreciation 94.90 95.41

f) Profit/(Loss) before exceptional item (473.21) (275.92)

Add: exceptional item 172.80 (14.88)

Profit/(Loss) before tax (300.41) (290.80)

g) Less: Tax for the Year

(i) Current - -

(ii) Deferred (16.73) 8.12

(iii) Fringe Benefit Tax - -

Sub - total (16.73) 8.12

h) Profit/(Loss) after tax (283.68) (298.92)

i) Add/(Less): Prior Year's adjustment - -

j) Profit/(Loss) for the year (283.68) (298.92)

k) Add: Balance brought forward from the previous year (143.55) 126.37

I) Add: Transfer from General Reserve - 29.00

m) Profit/(Loss) available for Appropriations (427.23) (143.55)

Balance carried to Balance Sheet (427.23) (143.55)

EPS (12.61) (13.29)

2. DIVIDEND:

In view of the losses incurred by the Company, your Directors express their inability to recommend any dividend for the year ended 31st March, 2012.

3. WORKING RESULTS:

Your Company incurred losses amounting to Rs. 283.68 lacs as against net loss of Rs. 298.92 lacs during the previous year.

Due to slowdown in the economy and substantial pressure on profit margin, added with increase in overall costs, the company incurred losses.

Your board is hopeful of better performance in the year 2012-2013.

4. FUTURE OUTLOOK:

The current year working is better than the last 2 years due to exhaustive steps taken to streamline all areas of operations, such as; Procurement, Marketing, Production, HR, Banking, Design & Development. The Company is hopeful to substantially improve the performance this year. The pending order position as on July 31, 2012 is Rs. 2,488.02 Lacs approx. as compared to Rs. 1,959.16 Lacs approx. in the corresponding period of the previous year. Similarly, Sales of Material Handling Equipments for the first four months has been Rs. 1,083.33 Lacs approx. as compared to Rs. 776.13 Lacs approx. in the corresponding period of the previous year. This positive trend is indicative of better working results in the current year.

5. REMUNERATION COMMITTEE:

In compliance with the provisions of the Companies Act, 1956, your board has constituted Remuneration Committee comprising of Mr. K. D. Shah, Mr. Gautam Divan and Mr. M. K. Shah as members.

6. BOARD OF DIRECTORS:

In accordance with the provisions of Section 256 of the Companies Act 1956 and the Articles of Association of the Company, Mr. Gautam Divan, Director retires from his office by rotation and being eligible offers himself for re-appointment.

Your Board has appointed Mr. Vaibhav Morarka as an Additional Director of the company, necessary resolution is proposed for his appointment as a regular director.

The Board has also recommended to the shareholders for appointing Mr. Vaibhav Morarka as an Executive Director of the Company; necessary resolution for the same is placed before the shareholders for their approval.

7. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that 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 loss of the Company for the period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis.

8. APPOINTMENT OF AUDITORS:

M/s. C. L dalal & Co., Chartered Accountants, hold office till the conclusion of this Annual General Meeting. Pursuant to Section 224(1) of the Companies Act, a Certificate has been furnished by M/s. C. L. dalal & Co. that their appointment, if made, will be in accordance with the limit specified in sub-section (1-B) of the said Section 224. The members are requested to appoint Auditors for the year from the conclusion of the ensuing Annual General Meeting till the conclusion of the subsequent Annual General Meeting and fix their remuneration.

9. PERSONNEL & PARTICULARS OF EMPLOYEES:

None of the employees of the Company is in receipt of remuneration in excess of limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended and hence no information is furnished thereto.

10. COMPLIANCE CERTIFICATE:

Pursuant to provisions of Section 383A of the Companies Act, 1956 and the rules made thereunder, the Company has obtained a Compliance Certificate from GMJ & Associates, Company Secretaries. The same is attached herewith.

11. CORPORATE GOVERNANCE:

Though Provisions of Clause 49 of the Listing Agreement of the Stock Exchange do not apply to the Company, the Company has adopted best practices prevailing for internal regulations and for good Corporate Governance. A small note on Corporate Governance Practices adopted by the Company is attached as Annexure B to the Directors Report.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

Information required in terms of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure I and forms part of this Report.

13. INSURANCE:

All the properties of the Company including Factory Building Pant & Machinery, Stocks, etc. are adequately insured.

14. ACKNOWLEDGEMENT:

The Directors acknowledge the invaluable support extended to the Company by the shareholders, financial institutions, bankers and employees of the Company.

For and on behalf of the Board

Sd/- PAVAN G. MORARKA Chairman

Registered Office: Brady House, 12-14, Veer Nariman Road, Fort, Mumbai - 400 001. August 4, 2012.


Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present their Ninety Eighth Annual Report on the business and operations of your Company together with the audited accounts for the financial year ended 31st March, 2011.

1. FINANCIAL HIGHLIGHTS:

2010-2011 2009-2010

(Rs.in Lacs) (Rs.in Lacs)

a) Gross Turnover 1914.26 1551.19

b) Operating Profit before Interest and Depreciation 317.91 368.48

c) Less : Interest 85.82 44.96

d) Profit Before Depreciation 232.09 323.52

e) Less : Depreciation 53.16 50.40

f) Profit before Tax 178.93 273.12

g) Less: Tax for the year:

(i) Current 32.85 44.75

(ii) Deferred 2.74 2.37

(iii) Wealth tax 0.36 0.29

Sub-total 35.95 47.41

h) Profit after Tax 142.98 225.71

i) Add/(Less) Prior year adjustments 5.86 1.58

j) Profit for the year 137.12 227.29

k) Add: Balance brought forward from the previous year 492.58 317.41

I) Profit available for appropriations 629.70 544.70

m) Less: Appropriations:-

i) Proposed Dividend 38.25 38.25

ii) Tax on proposed Dividend 1.73 1.87

iii) Transfer to General Reserve 8.00 12.00

Sub-total 47.98 52.12

n) Balance carried to Balance Sheet 581.72 492.58

EPS 5.61 8.85

2. DIVIDEND:

Your Directors are pleased to recommend for the approval of the shareholders dividend @ 15 % i.e. Rs. 1.50 per share for the year ended 31st March, 2011.

3. WORKING RESULTS:

Although the turnover of the Company has increased as compared to previous year, the profits are lower mainly due to higher overall costs. The Company is working on new strategies for increasing the profitability in the coming year.

4. FUTURE OUTLOOK:

The Company hopes to do better in the current year by taking steps to reduce costs and improve efficiency.

The Company is pleased to inform that in June 2011, the Company has entered into Joint Venture collaboration with M/s. Angel Iglesias, S.A. [IKUSI], leader in security system, IT, ITES, System Integration at Airports, Metros and Highways. IKUSI has executed projects in more than 100 Airports covering almost 20 countries.

A new private limited company would be formed with equal shareholding and Directors. This company would bid for projects in India, Sri-Lanka, Bangladesh & Nepal.

This is a major development for the Company.

5. BOARD OF DIRECTORS:

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Pinaki Misra retires from his office by rotation and being eligible offers himself for re-appointment.

6. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(a) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that 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 of the Company for the period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis.

7. PERSONNEL:

During the year under report, none of the employees of the Company was in receipt of the remuneration in excess of the ceilings prescribed under Section 217 (2A) of the Companies Act, 1956 read with (Particulars of Employees) Rules, 1975 as amended and hence no information is furnished thereto.

8. SUBSIDIARY OF THE COMPANY:

The Balance Sheet and Profit & Loss Account of Brady & Morris Engineering Co. Ltd. (the subsidiary of the Company) for the year ended 31 st March 2011 along with the Directors' Report are annexed for information of the shareholders.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

Information required in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure I and forms part of this Report.

10. COMPLIANCE CERTIFICATE:

Pursuant to provisions of Section 383A of the Companies Act, 1956 and the rules made thereunder, the Company has obtained a Compliance Certificate from GMJ & Associates, Company Secretaries. The same is attached herewith.

11. APPOINTMENT OF AUDITORS:

M/s. C. L. Dalai & Co., Chartered Accountants, hold office till the conclusion of this Annual General Meeting. Pursuant to Section 224(1) of the Companies Act, a Certificate has been furnished by M/s. C. L. Dalai & Co. that their appointment, if made, will be in accordance with the limit specified in sub-section (1-B) of the said Section 224. The members are requested to appoint Auditors for the year from the conclusion of the ensuing Annual General Meeting till the conclusion of the subsequent Annual General Meeting.

12. CORPORATE GOVERNANCE:

Though Provisions of Clause 49 of the Listing Agreement of the Stock Exchange do not apply to the Company, the Company has adopted best practices prevailing for internal regulations and for good Corporate Governance. A small note on Corporate Governance Practices adopted by the Company voluntarily is attached as Annexure II to the Directors Report.

13. ACKNOWLEDGEMENT:

The Directors take this opportunity to express their appreciation for the cooperation received from the Company's Bankers, valuable Customers and others concerned with the Company.

Registered Office: FOR AND ON BEHALF OF THE BOARD

Brady House, 12-14, Veer Nariman Road, Fort, Sd/- Mumbai - 400 001. PAVAN G. MORARKA June 24, 2011. Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the Ninety -seventh Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2010.

1. FINANCIAL HIGHLIGHTS :

2009-2010 2008-2009 (Rs.in Lacs) (Rs.in Lacs)

a) Gross Turnover 1551.19 2248.02

b) Operating Profit before Interest and Depreciation 368.48 295.64

c) Less : Interest 44.96 49.03

d) Profit Before Depreciation 323.52 246.61

e) Less : Depreciation 50.40 50.39

f) Profit before Tax 273.12 196.22

g) Less: Tax for the year:

(i) Current 44.75 25.00

(ii) Deferred 2.37 2.32

(iii) Fringe Benefit Tax - 7.50

(iv) Wealth tax 0.29 0.28

Sub-total 47.41 35.10

h) Profit after Tax 225.71 161.12

i) Add/(Less) Prior year adjustments 1.58 (0.51)

j) Profit for the year 227.29 160.61

k) Add: Balance brought forward from the previous year 317.41 204.29

I) Profit available for appropriations 544.70 364.90

m) Less: Appropriations:-

i) Proposed Dividend 38.25 38.25

ii) Tax on proposed Dividend 1.87 1.87

iii) Transfer to General Reserve 12.00 12.00

iv) Excess provision of Dividend Tax of last year written back. - (4.63)

Sub-total 52.12 47.49

n) Balance carried to Balance Sheet 492.58 317.41

2. DIVIDEND:

Your Directors are pleased to recommend for the approval of the shareholders dividend @ 15% i.e. Rs. 1.50 per share for the year ended 31st March, 2010.

3. WORKING RESULTS :

The turnover of the Company decreased to Rs. 1551.19 Lacs as compared to Rs. 2248.02 Lacs in previous year, The profit before tax has increased to Rs. 273.12 lakhs as compared to Rs. 196.22 lakhs in the previous year.

4. FUTURE OUTLOOK :

The Company expects to do much better in the current year as the pending orders position is good both in the Engineering and the Avaition Division.

The Company is making all out efforts to enhance both the turnover and the profitability in the coming years.

5. BOARD OF DIRECTORS :

In accordance with the provisions of Section 256 of the Companies Act 1956 and the Articles of Association of the Company, Mr. Kaushik D. Shah retires by rotation and being eligible offers himself for re-appointment.

6. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(a) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that 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 of the Company for the period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis.

7. PERSONNEL:

During the year under report, none of the employees of the Company was in receipt of the remuneration in excess of the ceilings prescribed under Section 217 (2A) of the Companies Act, 1956.

8. SUBSIDIARY OF THE COMPANY :

The Balance Sheet and Profit & Loss Account of Brady & Morris Engineering Co. Ltd. (the subsidiary of the Company) for the year ended 31st March 2010 along with the Directors Report are annexed for information of the shareholders.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO :

Information required in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure I and forms part of this Report.

10. COMPLIANCE CERTIFICATE :

Pursuant to provisions of Section 383 A of the Companies Act, 1956 and the rules made thereunder, the Company has obtained a Compliance Certificate from Practicing Company Secretary, Ms. Mansi Damania. The same is attached herewith.

11. APPOINTMENT OF AUDITORS :

M/s. C. L. Dalai & Co., Chartered Accountants, hold office till the conclusion of this Annual General Meeting. Pursuant to Section 224(1) of the Companies Act, a Certificate has been furnished by M/s. C. L. Dalai & Co. that their appointment, if made, will be in accordance with the limit specified in sub-section (1-B) of the said Section 224. The members are requested to appoint Auditors for the year from the conclusion of the ensuing Annual General Meeting till the conclusion of the subsequent Annual General Meeting and fix their remuneration.

12. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation of the co-operation and assistance received from Staff, Officers, Bankers, Customers and Suppliers.

FOR AND ON BEHALF OF THE BOARD

Sd/- PAVAN G. MORARKA

Mumbai: 31st May, 2010 Chairman & Managing Director



 
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