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Directors Report of W H Brady & Company Ltd.

Mar 31, 2018

DIRECTORS1 REPORT

The Members,

The Board of Directors are pleased to present the Company''s 105th Annual Report together with the annual audited financial statements (standalone and consolidated) for the financial year ended March 31, 2018.

1. FINANCIAL HIGHLIGHTS

The Company''s financial performance for the year ended March 31, 2018 is summarized below:

(Rs. In Lakhs except EPS)

	Standalone		Consolidated
PARTICULARS	2017-18	2016-17	2017-18	2016-17
Gross Income	2083.47	2313.06	4153.20	5778.98
Profit before Depreciation, Finance Costs, Exceptional Items and Taxation	575.25	636.43	343.4	886.01
Less: Depreciation and Amortisation expense	82.99	91.75	161.46	193.37
Profit before Finance Costs, Exceptional Items and Taxation	492.26	544.68	181.94	692.65
Less: Finance costs	148.34	139.94	261.17	281.97
Profit /(Loss) before Exceptional Items and Taxation	343.92	404.73	(79.23)	410.67
Add: Exceptional Items	-	-	309.78	-
Profit before Taxation	343.92	404.73	230.55	410.67
Less: Tax Expense	70.90	89.14	70.90	89.14
Profit /(Loss) for the year	273.02	315.59	159.65	321.53
Other comprehensive income/(loss)	(23.05)	25.77	(20.58)	28.41
Total Other comprehensive income/(loss) for the year	249.97	341.36	139.06	349.95
Basic and Diluted EPS	10.71	12.38	7.48	12.59

2. FINANCIAL PERFORMANCE

A. Standalone

The gross turnover of your Company stood at Rs. 2,083.47 Lakhs for the year ended March 31, 2018 as against Rs. 2,313.06 Lakhs in the previous year. The Company made a net profit of Rs. 273.02 Lakhs for the year ended March 31, 2018 as compared to the net profit of Rs. 315.59 Lakhs in the previous year.

B. Consolidated

The consolidated turnover of your Co. was at Rs. 4,153.20 Lakhs as against Rs. 5,778.98 Lakhs in the previous financial year. The Company made a consolidated net profit of Rs. 159.65 Lakhs for the year ended March 31, 2018 as compared to the net profit of Rs. 321.53 Lakhs in the previous year.

3. WORKING RESULTS

Both the Gross turnover and the Profits have been lower than the previous year due to difficult business environment. Company is hopeful to perform better in future.

4. FUTURE OUTLOOK

Company is on a continuous lookout for better products for trading. In view of this, the Board is hopeful of better turnover & profitability.

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 2017-2018.

7. SHARE CAPITAL OF THE COMPANY

The issued, subscribed and paid-up share capital of the Company stood at Rs. 25,500,000/- as at March 31, 2018 comprising of 25,50,000 Equity Shares of 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. SUBSIDIARIES, ASSOCIATE COMPANIES & JOINT VENTURES

Brady & Morris Engg. Co. Ltd. (BME), the subsidiary of the Company, is in the business of manufacturing material handling Equipment''s. BME has registered a gross income of Rs. 2604.67 Lakhs as compared to Rs. 4365.24 Lakhs in the previous year. The Net loss after tax for the year is Rs. 113.37 Lakhs as compared to Net profit after tax of Rs. 5.93 Lakhs in the previous year.

Pursuant to provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company''s Subsidiary Company in Form AOC-1 is attached herewith as Annexure "A" and forms part of this Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Audited Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.whbrady.in Further, as per fourth proviso of the said section, Audited Annual Accounts of each of the Subsidiary Companies have also been placed on the website of the Company, www.brady.in Shareholders interested in obtaining a copy of the Audited Annual Accounts of the subsidiary company may write to the Company at the Company''s registered office.

Your Company does not have any joint venture or associate companies within the meaning of Section 2(6) of the Companies Act, 2013.

9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board at its Meeting held on August 3, 2018 re-appointed Mr. Pavan G. Morarka (DIN: 00174796) as a Chairperson and Managing Director of the Company for a period of three years with effect from January 1, 2019 to December 31, 2021 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.

Pursuant to the provisions of the Companies Act, 2013, Mr. Kaushik D Shah and Mr. Pinaki Misra were appointed as Independent Directors to hold office for Five consecutive years for a term upto March 31, 2019 by the Members of the Company in the 101st Annual General Meeting held on September 27, 2014. Mr. Kaushik D Shah and Mr. Pinaki Misra are eligible for re-appointment as Independent Directors for a second term of Five (5) consecutive years.

Pursuant to the provisions of the Companies Act, based on the performance evaluation report and as per the recommendation of the Nomination and Remuneration Committee the Board has recommended the re-appointment of Mr. Kaushik D Shah and Mr. Pinaki Misra as Independent Directors for a second term of Five (5) consecutive years from April 1, 2019 to March 31, 2024 for the approval of the Members through a Special Resolution at the ensuing Annual General Meeting

During the year under review, based on the performance evaluation report and as per the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Rajiv Kumar Bakshi, as an Independent Director of the Company for a second term of Five (5) consecutive years with effect from February 2, 2018 to February 1, 2023 subject to approval of members of the Company at the ensuing Annual General Meeting.

In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vaibhav P. Morarka, Director of the Company, retires by rotation and, being eligible, offers himself for reappointment at the 105th Annual General Meeting of the Company scheduled to be held on September 29, 2018.

Ms. Paramita Mahapatra has resigned from the Company w.e.f. August 3, 2018.

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, 2018	Designation
1.	Mr. Pavan G. Morarka	Chairman & Managing Director
2.	Mr. R. K. Sharma	Chief Financial Officer
3.	*Ms. Khushbu Desai	Company Secretary & Compliance Officer
4.	#Ms. Khushmeeta Bafna	Company Secretary & Compliance Officer

*Ms. Khushbu Desai resigned from close of working hours of February 10, 2018. #Ms. Khushmeeta Bafna appointed w.e.f. February 11, 2018.

10. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

11. BOARD MEETINGS

The Board of Directors met Five (5) times in the financial year. Particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of this Report.

12. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company''s 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 Company''s website: www.whbrady.in.

13. BOARD COMMITTEES

As on March 31, 2018, 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 Report on Corporate Governance.

14. BOARD EVALUATION

The annual evaluation process of the Board of Directors ("Board"), Committees and individual Directors was carried out in the manner prescribed as per 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, its 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 "NRC" reviewed the performance of the Board and individual Directors seeking inputs from all the Directors. A separate meeting of Independent Directors was also held on February 10, 2018 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 Managing Director / Executive Directors and Non-Executive Directors (excluding the director being evaluated). The Board meeting held on May 30, 2018 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.

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 104th Annual General Meeting held on September 23, 2017 approved the appointment of Mis. S. S. Rathi & Co., Chartered Accountants (Registration No.: 108726W), as the Statutory Auditors of the Company for a consecutive term of five years i.e. from the conclusion of 104th Annual General Meeting till the conclusion of 109th Annual General Meeting of the Company. The Company has obtained written confirmation from M/s. S. S. Rathi & Co., that their appointment for the financial year 2018-19 would be in conformity with the limits specified in the said Section.

The first proviso to section 139(1) of the Companies Act, 2013 has been omitted vide section 40 of the Companies (Amendment) Act, 2017 notified on May 7, 2018. Therefore, it is not mandatory for the Company to place the matter relating to appointment of statutory auditor for ratification by members at every Annual General Meeting. Hence the Company has not included the ratification of statutory auditors in the Notice of AGM.

The Report given by M/s. S. S. Rathi & Co., Chartered Accountants, on the financial statements of the Company for the financial year 2017-2018 forms part of the Annual Report.

The Auditors'' Report is unmodified i.e. it does not contain any qualification, reservation or 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 Himank Desai & Co. and M/s V V Kale & Co., Chartered Accountants as Internal Auditors to conduct Internal Audit of the functions and activities of the Company for the financial year 2018-19.

C. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors on recommendation of the Audit Committee re-appointed M/s. GMJ & Associates, Company Secretaries to conduct the Secretarial Audit for the financial year 2018-19. The Company has annexed to this Report as Annexure"B", a Secretarial Audit Report given by the Secretarial Auditor.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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.

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 neither given any loans, guarantee or provided any security in connection with a loan nor made any investments covered under the provisions of Section 186 of the Companies Act, 2013 during the year under review.

19. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered during the year were in the Ordinary Course of Business and on arm''s length basis. During the year under review, your Company has entered into Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, with Brady & Morris Engg. Co. Ltd., a Subsidiary of your Company. These transactions too were in the Ordinary Course of Business of your Company and were at Arm''s Length Basis, details of which, as required to be provided under section 134(3)(h) of the Companies Act, 2013 are disclosed in Form AOC-2 as Annexure "C" and forms part of this Report.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website www.whbrady.in.

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

Pursuant to the Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, corporate governance provisions are not applicable to 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, 2018.

A Voluntary Report on Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 Obligations and Disclosure Requirements) Regulations, 2015 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 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 Company''s website www.whbrady.in. Further details are available in the Report on Corporate Governance that forms part of this Report.

During the financial year 2017-18, no cases under this mechanism were reported to the Company and/or to any of its subsidiaries.

23. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the 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 2017-18, no cases in the nature of sexual harassment were reported at any workplace of the Company or any of its subsidiaries.

24. CORPORATE SOCIAL RESPONSIBILITY(CSR)

Provisions relating to CSR enumerated under Section 135 of the Companies Act, 2013 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

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.whbrady.in.

All the Board Members and Senior Management Personnel comply with the Code.

28. CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

The Company has adopted a code of conduct (''Code'') for prevention of insider trading with a view to regulate, monitor and ensure reporting of trading by the Employees and Connected Persons designated on the basis of their functional role in the Company towards achieving compliance with the Regulations. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of the Company''s shares by the Directors and Designated Persons while in possession of unpublished price sensitive information in relation to the Company or its securities. The Company has appointed the Company Secretary as the Compliance Officer to ensure compliance of the said Code by all the Directors, and employees likely to have access to unpublished price sensitive information and implementation of the same under the overall supervision of the Board of Directors of the Company.

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 "D" 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, 2018 in Form No. MGT-9 is attached herewith as Annexure "E" 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 "F" and forms part of this Report.

32. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position 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 Office Building, Plant & Machinery, Stocks, etc. are adequately insured.

34. SAFETY, HEALTH AND ENVIRONMENTAL PERFORMANCE

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 2017-18, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

36. AFFIRMATION ON COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors of the Company has affirmed compliance with Secretarial Standards I & II issued by Institute of Company Secretaries of India.

37. 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.

Registered Office:	For and on behalf of the Board
Brady House, 4th Floor, 12-14, Veer Nariman Road, Fort, Mumbai - 400 001 . CIN: L17110MH1913PLC000367 Tel: 91 22 2204 8361 â¢ Fax: 91 22 2204 1855 Email: [email protected] â¢ Website: www.whbrady.in August 3, 2018.	W. H. Brady & Co. Ltd.
	PAVAN G. MORARKA
	Chairman & Managing Director
	(DIN : 00174796)

ANNEXURE ''A'' TO THE BOARD''S REPORT

Form AOC-1

[Pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 and Rule 5 of the Companies (Accounts) Rules, 2014]

Part "A": Subsidiaries

Statement containing salient features of the financial statements of the Subsidiary Company as on March 31, 2018

		( Rs. In Lakhs)
SI. No.	Particulars	Details
1.	Name of the Subsidiary	Brady & Morris Engg. Co. Ltd.
2.	Reporting period for the subsidiary concerned, if different from the holding company''s reporting period	Same as Holding Company
3.	Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries	Not Applicable
4.	Share Capital	2,225
5.	Reserves & Surplus	(215.10)
6.	Total Assets	4568.91
7.	Total Liabilities	4559.01
8.	Investments	50.58
9.	Turnover	2582.14
10.	Profit / (Loss) before Taxation	(113.37)
11.	Provision for Taxation	-
12.	Profit / (Loss) after Taxation	(113.37)
13.	Proposed Dividend
14.	% of shareholding	72.50%

Notes:

a. Total liabilities exclude share capital and reserves.

b. Investments exclude investment in subsidiaries under consolidation.

Part "B": Associates and Joint Ventures

Statement containing salient features of the financial statements of the Associate Companies / Joint Ventures as on March 31, 2018: Not Applicable

Registered Office:	For and on behalf of the Board
Brady House, 4th Floor, 12-14, Veer Nariman Road, Fort, Mumbai - 400 001. CIN: L17110MH1913PLC000367 Tel: 91 22 2204 8361 â¢ Fax: 91 22 2204 1855 Email: [email protected] â¢ Website: www.whbrady.in August 3, 2018.	W. H. Brady & Co. Ltd.
	Pavan G. Morarka	Vaibhav P. Morarka	Rajiv Kumar Bakshi
	Chairman & Managing Director	Director	Director
	(DIN: 00174796)	(DIN: 01630306)	(DIN: 00264007)
	R. K. Sharma	Khushmeeta Bafna
	Chief Financial Officer	Company Secretary

ANNEXURE ''B'' TO THE BOARDS'' REPORT Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

W.H.BRADY & CO. LTD.

Brady House, 4thFloor, 12/14 Veer Nariman Road, Fort, Mumbai-400001.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by W. H. BRADY AND CO. LTD. (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2018 complied with the statutory provisions of the applicable Acts listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2018 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;

ii. The Companies Amendment Act, 2017 (to the extent notified);

iii. The Securities Contracts (Regulation) Act, 1956 (''SCRA) and the rules made thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent applicable;

v. The Depositories Act, 1996 and the regulations and bye-laws framed thereunder; vi. The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act'') viz.,

a) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

c) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

e) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; [Not applicable during the period of audit]

f) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; [Not applicable during the period of audit]

g) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; [Not applicable during the period of audit]

h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; [Not applicable during the period of audit]

i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; [Not applicable during the period of audit]

vii. We have also examined compliance with the applicable clauses of the Secretarial Standards I and II issued by The Institute of Company Secretaries of India.

Further, the Company being engaged in trading of goods and leasing of property, there are no specific laws applicable to the Company, which require approvals or compliances under any Act or Regulations.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above to the extent applicable.

We report that the Compliance by the Company of applicable financial laws, like direct and indirect tax laws, has not been reviewed in this Audit since the same has been subject to review by statutory auditor and other designated professionals.

We further report that based on the information provided and the representation made by the Chief Financial Officer / Company Secretary, taken on record by the Board of Directors of the Company, incur opinion, adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, general laws, rules, regulations and guidelines.

We further report that:

â¢â¢ The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. During the year under review, the Company has reappointed Mr. Rajiv Kumar Bakshi, as the Independent Director for a second term of 5 years subject to approval of the shareholders at the general meeting.

â¢â¢ Adequate notices are given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent well in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority of the decisions being carried through were captured and recorded as part of the minutes.

As informed, the Company has responded appropriately to notices received from various statutory/regulatory authorities including initiating actions for corrective measures, wherever found necessary.

For GMJ & ASSOCIATES

Company Secretaries

Sd/-

[SONIA CHETTIAR]

PARTNER

ACS: 27582 COP: 10130

PLACE: MUMBAI

DATE: AUGUST 3, 2018.

Note: This report is to be read with our letter of even date which is annexed as "ANNEXURE" and forms an integral part of this report.

ANNEXURE

To,

The Members,

W. H. BRADY & CO. LTD.

Brady House, 4th Floor, 12/14 Veer Nariman Road, Fort, Mumbai-400001.

Our report of even date is to be read along with this letter:

1. Maintenance of secretarial records is the responsibility of management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. Wherever required, we have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events, etc.

5. The compliance of the provisions of corporate and other applicable laws, rules and regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For GMJ & ASSOCIATES

Company Secretaries

Sd/-

[SONIA CHETTIAR]

PARTNER

ACS: 27582 COP: 10130

PLACE: MUMBAI

DATE: AUGUST 3, 2018.

ANNEXURE ''C'' TO THE BOARDS'' REPORT

Form No. AOC-2 Particulars of contracts/arrangements made with related parties as on March 31, 2018

[Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014]

This Form pertains to the disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) 188 of the Companies Act, 2013 including certains arm''s length transactions under third proviso thereto.

1. Detais of contracts or arrangements or transactions not at arm''s length basis

There were no contracts or arrangements or transactions entered into during the year ended March 31, 2018 which were not at arm''s length basis.

2. Detai Is of material contracts or arrangements or transactions at arm''s length basis

The Details of material contracts or arrangements or transactions at arm''s length basis entered into during the year ended March 31, 2018 are as follows:

Sr. No.	Name (s) of the related party & Nature of relationship	Nature of transactions	Transactions Value (Rs. in Lakhs)	Duration of transactions	Salient terms of transactions	Date of approval by the Board	Amount paid in advance
1.	Brady & Morris Engg. Co. Ltd. (Subsidiary Company)	Purchase of Goods & Materials	Rs. 534.93	For the Financial Year 2017-2018	The related party transactions (RPTs) entered during the year were in the ordinary course of business and on arm''s length basis.	Since these RPTs are in the ordinary course of business and on arm''s length basis, approval of the Board is not applicable. However, necessary approvals were granted by the Audit Committee from time to time.	Not Applicable

Registered Office: Brady House, 4th Floor, 12-14, Veer Nariman Road, Fort, Mumbai - 400 001 . CIN: L17110MH1913PLC000367 Tel: 91 22 2204 8361 â¢ Fax: 91 22 2204 1855 Email: [email protected] â¢ Website: www.whbrady.in August 3, 2018.	For and on behalf of the Board
	W. H. Brady & Co. Ltd.
	PAVAN G. MORARKA
	Chairman & Managing Director
	(DIN : 00174796)

ANNEXURE ''D'' TO THE BOARDS'' REPORT

A] DISCLOSURE IN DIRECTORS'' REPORT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH THE RULES 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

1. The Ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2017-18.

DIRECTOR''S NAME	RATIO TO MEDIAN REMUNERATION
Mr. Pavan G. Morarka	13.98:1
Mr. Kaushik D. Shah	0.27:1
Mr. Vaibhav P. Morarka	0.17:1
Mr. Pinaki Misra	0.27:1
Ms. Paramita Mahapatra	0.13:1
Mr. Rajiv Kumar Bakshi	0.15:1

2. The Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager if any in the financial year 2017-18 compared to 2016-17 means part of the year.

NAME OF DIRECTOR''S/CFO/CEO/CS/MGR	% AGE INCREASE IN REMUNERATION
Mr. Pavan G. Morarka	0.10%
Mr. Kaushik D. Shah	21%
Mr. Vaibhav P. Morarka	39%
Mr. Pinaki Misra	79%
Ms. Paramita Mahapatra	100%
Mr. Rajiv Kumar Bakshi	-0.18%
Mr. R. K. Sharma	16%
*Ms. Khushbu Desai	Not Applicable
**Ms. Khushmeeta Bafna	Not Applicable

3. Percentage increase in the median remuneration of employees in the financial year 2017-18 compared to 2016-17: 12.25%

4. Number of permanent employees on the rolls of the Company as on March 31, 2018: 21

5. Average percentile increase in the salaries of employees other than managerial personnel: 17.01 %

NOTE:-

1. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

2. *Ms. Khushbu Desai has tendered her resignation w.e.f. February 10, 2018 from the position of Company Secretary & Compliance officer.

3. **Ms. Khushmeeta Bafna has been appointed as Company Secretary & Compliance officer w.e.f. February 11, 2018.

B] STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO PROVISIONS OF SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH THE RULES 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 FOR THE YEAR ENDED MARCH 31, 2018.

a) Employed throughout the financial year and was in receipt of remuneration for the year in aggregate of not less than Rs.1,02,00,000/-: Nil

b) Employed for a part of the financial year and was in receipt of remuneration at a rate in aggregate not less than Rs. 8,50,000/- per month: Nil

c) The percentage of equity shares held by the employee in the Company within the meaning of Clause (iii) of sub rule (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014: Not Applicable

Registered Office:	For and on behalf of the Board
Brady House, 4th Floor, 12-14, Veer Nariman Road, Fort, Mumbai - 400 001. CIN: L17110MH1913PLC000367 Tel: 91 22 2204 8361 â¢ Fax: 91 22 2204 1855 Email: [email protected] â¢ Website: www.whbrady.in August 3, 2018.	W. H. Brady & Co. Ltd.
	PAVAN G. MORARKA
	Chairman & Managing Director
	(DIN : 00174796)

ANNEXURE ''E'' TO THE BOARDS REPORT 2017-18 EXTRACT OF ANNUAL RETURN As on financial year ended 31-03-2018

[Pursuant to Section 92(3) of the Companies Act, 2013 read with [The Companies (Management and Administration) Rules, 2014]

FORM NO. MGT-9

A. REGISTRATION AND OTHER DETAILS

(i) CIN	L1711OMH1 913PLC000367
(ii) Registration Date	June 2, 1913
(iii) Name of the Company	W. H. BRADY & CO. LTD.
(iv) Category Sub-Category of the Company	COMPANY LIMITED BY SHARES AND INDIAN NON GOVERNMENT COMPANY
(v) Address of the Registered office and contact details	BRADY HOUSE, 4th FLOOR, 12-14, VEER NARIMAN ROAD, FORT, MUMBAI - 400 001. TEL NO.: 91 22 2204 8361 â¢ FAX: 91 22 2204 1855 EMAIL ID: [email protected] â¢ WEBSITE: www.whbrady.in
(vi) Whether listed company	YES
(vii) Name, Address and Contact details of Registrar and Transfer Agent, if any	M/S. BIGSHARE SERVICES PRIVATE LIMITED 1ST FLOOR, BHARAT TIN WORKS BUILDING, OPP. VASANT OASIS, MAKWANA ROAD, MAROL, ANDHERI (E), MUMBAI - 400 072 TEL NO.: 022 2847 0652 / 4043 0200 E-MAIL ID: [email protected].

B. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Sr. No.	Name and Description of main products / services	NIC Code of the Product/ service % to total turnover of the company	% to total turnover of the company
a.	Renting Space Building	68100	54.80%
b.	Trading of Material Handling Equipment	47737	45.20%

C. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No.	Name and address of the Company	CIN/GLN	Holding/ Subsidiary/ Associate	% of Shares Held	Applicable Section
a.	BRADY & MORRIS ENGINEERING COMPANY LIMITED	L29150MH1946PLC004729	SUBSIDIARY	72.50%	2(87)

D. SHARE HOLDING PATTERN (I) Category-wise Share Holding:

Category of Shareholders	No. of Shares held at the beginning of the year 01/04/2017				No. of Shares held at the end of the year 31/03/2018				% Change during the year
	Demat	Physical	Total	%Total of Shares	Demat	Physical	Total	% Of Total Shares	% Change during the year
A. PROMOTER''S
(1). INDIAN
(a). Individual/HUF	874490	-	874490	34.29	874490	-	874490	34.29	.
(b). Central Govt.	-	-	-	-	-	-	-	-	-
(c). State Govt(s).	-	-	-	-	-	-	-	-	-
(d). Bodies Corpp.	1006379		1006379	39.47	1006379	-	1006379	39.47	.
(e). FIINS /BANKS.	-	-	-	-	-	-	-	-	-
(f). Any Other	-	-	-	-	-	-	-	-	-

Sub-total (A) (1):-	1880869	-	1880869	73.76	1880869	-	1880869	73.76	=

(2). FOREIGN
(a). Individual NRI/ For Ind	-	-	-	-	-	-	-	-	-
(b). Other Individual	-	-	-	-	-	-	-	-	-
(c). Bodies Corporates	-	-	-	-	-	-	-	-	-
(d). Banks /Fll	-	-	-	-	-	-	-	-	-
(e). Qualified Foreign Investor	-	-	-	-	-	-	-	-	-
(f). Any Other Specify	-	-	-	-	-	-	-	-	-

Sub-total (A) (2):-	-	-	-	-	-	-	-	-	-

Total shareholding of Promoter (A) = A (1) A (2)	1880869	-	1880869	73.76	1880869	-	1880869	73.76	-

(B) (1). PUBLIC SHAREHOLDING
(a). Mutual Funds	-	1552	1552	0.06	-	1552	1552	0.06	-
(b). Banks /Fl	-	2211	2211	0.09	-	2211	2211	0.09	-
(c). Central Govt.	-	-	-	-	-	-	-	-	-
(d). State Govt.	-	-	-	-	-	-	-	-	-
(e). Venture Capital Funds	-	-	-	-	-	-	-	-	.
(f). Insurance Companies	-	-	-	-	-	-	-	-	-
(g). Flls	-	-	-	-	-	-	-	-	.
(h). Foreign Venture Capital Funds	-	-	-	-	-	-	-	-	-
(i). Others (specify)	-	-	-	-	-	-	-	-	.

Sub-total (B)(1):-	.	3763	3763	0.15	.	3763	3763	0.15	.

2. Non-Institutions
(a). BODIES CORP.
(i). Indian	209018	1221	210239	8.24	210368	1221	211589	8.30	0.05
(ii). Overseas	-	.	.	-	.	.	=	.	.
(b). Individuals
(i) Individual shareholders holding nominal share capital upto Rs. 1 lakh	250156	41540	291696	11.44	240811	36821	277632	10.89	-0.55
(ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh	125303	_	125303	4.91	131389	_	131389	5.15	0.24

Category of Shareholders	No. of Shares held at the beginning of the year 01/04/2017				No. of Shares held at the end of the year 31/03/2018				% Change during the year
	Demat	Physical	Total	% Total of Shares	Demat	Physical	Total	% of Total Shares	% Change during the year
(c). Other (specify)
Non Resident Indians	37	35459	35496	1.39	-	35339	35339	1.39	-0.01
Non Resident Indians (Repat)	64	-	64	-	300	-	300	0.01	0.01
Non Resident Indians (Non-Repat)	122	-	122	-	-	-	-	-	-
Overseas Corporate Bodies	-	-	-	-	-	-	-	-	-
Foreign Nationals	-	-	-	-	-	-	-	-	-
Clearing Members	2448	-	2448	0.10	4894	-	4894	0.19	0.10
Trusts	-	-	-	-	-	-	-	-	-
IEPF	-	-	-	-	4225	-	4225	0.17	0.17
Foreign Boodies - D R	-	.	.	-	.	.	-	.	.

Sub-total (B)(2):-	587148	78220	665368	26.09	591987	73381	665368	26.09	.

Total Public Shareholding (B)=(B)(1) (B){2)	587148	81983	669131	26.240	591987	77144	669131	26.240	.

C. Shares held by Custodian for GDRs & ADRs	.	.	.	.	.	.	.	.	.

Grand Total (A B C)	2468017	81983	2550000	100.00	2472856	77144	2550000	100.00	-

(ii) Shareholding of Promoters:

		Shareholding at the beginning of the year			Shareholding at the end of the year			% change in share holding during the year
Sr. No.	Shareholder''s Name	No. of Shares	% of total Shares of the Company	% of Shares Pledged/ encumbered to total shares	No. of Shares	% of total Shares of the Company	% of Shares Pledged/ encumbered to total shares	% change in share holding during the year
1	SHIVUM HOLDINGS PVT. LTD.	1005750	39.44		1005750	39.44
2	PAVAN G. MORARKA	782443	30.68		782443	30.68
3	RACHNA MORARKA	91297	3.58		91297	3.58
4	VAIBHAV P. MORARKA	750	0.03		750	0.03
5	GUNJAN PROPERTIES PVT. LTD.	629	0.02		629	0.02
(iii) Change in Promoter''s Shareholding:

		Shareholding at the beginning of the year			Shareholding at the end of the year			% of total Shares of the Company
Sr. No.	Shareholder''s Name	No.of Shares at the beginning /end of the Year	% of the Shares of the Company	Date	Increasing/ Decreasing in shareholding	Reason	No.of shares	% of total Shares of the Company

No Change in Promoter''s Shareholding

(iv) Shareholding pattern of top ten Shareholders (other than Directors, Promoters and holders of GDRs and ADRs):

Sr. no.	Name	No.of Shares at the beginning /end of the Year	% of the Shares of the Company	Date	Increasing! Decreasing in shareholding	Reason	No. of shares	% of total Shares of the Company
1	TRANSPARENT AGRO PRIVATE LIMITED	175465	E.88	01-04-2017
1	-Closing Balance			31-03-2018		No Change	175465	6.88
2	VINODCHANDRA MANSUKHLAL PAREKH	45237	1.77	01-04-2017
	-Closing Balance			31-03-2018		No Change	45237	1.77
3	VINODCHANDRA MANSUKHLAL PAREKH	362Q1	1.42	01-04-2017
	â¢Closing Balance			31-03-2018		No Change	36201	1.42
4	MAMTA SANCHETI	15377	0.60	01-04-2017	0		15377	0.6
				12-05-2017	158	Buy	15535	0.61
				19-05-2017	1080	Buy	16615	0.65
				16-06-2017	-115	Sell	16500	0.65
				11-08-2017	4238	Buy	20738	0.81
				19-01-2017	491	Buy	21229	0.83
				30-03-2018	378	Buy	21607	0.85
	â¢Closing Balance	21607	0.85	31-03-2018	0		21607	0.85
5	ARUN KUMAR SANCHETI	18189	0.71	01-04-2017
				16-06-2017	-189	Sell	18000	0.71
				27-10-2017	-1100	Sell	16900	0.66
				17-11-2017	20	Buy	16920	0.66
				02-03-2018	1125	Buy	18045	0.71
	â¢Closing Balance	18045	0.71	31-03-2018	0		18045	0.71
6	GANNON DUNKERLEY FINANCE LIMITED	13567	0.53	01-04-2017
	-Closing Balance			31-03-2018		No Change	13567	0.53
7	PADMA JITENDRA PAREKH	10299	0.40	01-04-2017
	-Closing Balance			31-03-2018		No Change	10299	0.40
8	ARUN KUMAR SANCHETI (HUF)	3744	0.15	01-04-2017	0		3744	0.15
				16-06-2017	â¢244	Sell	3500	0.14
				04-08-2017	516	Buy	4016	0.16
				17-11-2017	5	Buy	4021	0.16
				12-01-2018	2087	Buy	6108	0.24
				16-02-2018	114	Buy	6222	0.24
				16-03-2018	2435	Buy	8657	0.34
				30-03-2018	1170	Buy	9827	0.39
	-Closing Balance	9827	0.39	31-03-2018	0		9827	0.39
9	MARGARET VERNON	9000	0.35	01-04-2017
	-Closing Balance			31-03-2018		No Change	9000	0.35
10	HH.MAHARANI SAHIBA SITADEVI GAEKWAD OF B	9000	0.35	01-04-2017
	â¢Closing Balance			31-03-2018		No Change	9000	0.35
11	EDISH WATTS	9000	0.35	01-04-2017
	â¢Closing Balance			31-03-2018		No Change	9000	0.35

(v) Shareholding of Directors and Key Managerial Personnel:

		Shareholding at the beginning of the year			Cumulative Shareholding at end of the year
St. No.	Name	No. of Shares at the beginning /end of the Year	% of the Shares of the Company	Date	Increasing! Decreasing in shareholding	Reason	No. of shares	% of total Shares of the Company
1	PAVAN G. MQRARKA	782443	30.68	01-04-2017
1	-Closing Balance			31-03-2018		No Change	782443	30.68
2	VAIBHAV P. MORARKA	750	0.03	01-04-2017
2	-Closing Balance			31-03-2018		No Change	750	0.03
3	PINAKI MISRA	7500	0.29	01-04-2017
3	â¢Closing Balance			31-03-2018		No Change	7500	0.29
4	Kaushik D. SHAH	4605	0.18	01-04-2017
4	-Closing Balance			31-03-2018		No Change	4605	0.18

E. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment:

	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
(i) Principal Amount	119,517,244		.	11,517,244
(ii) Interest due but not paid	327,665		.	327,665
(iii) Interest accrued but not due	..		.	..
Total (i ii iii)	119,844,909		.	119,844,909
Change in Indebtedness during the financial year
â¢ Addition	212,673,506		.	212,673,506
â¢ Reduction	265,201,370		.	265,201,370
Net Change	- 52,527,864		-	- 52,527,864
Indebtedness at the end of the financial year
(i) Principal Amount	67,317,045		.	67,317,045
(ii) Interest due but not paid	200,377		.	200,377
(iii) Interest accrued but not due	â¢-		-	--
Total (i ii iii)	67,517,422		-	67,517,422

F. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sr. No.	Particulars of Remuneration	Name of MD/WTD/ Manager MANAGING DIRECTOR PAVAN G. MORARKA	Total Amount
1	Gross salary
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	6,654,999.00	6,654,999.00
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
	(c) profits in lieu of salary under section 17(3) Income-tax Act, 1961
2	Stock Option
3	Sweat Equity
4	Commission
	- as % of profit
	- others, specify...
5	Qthers, please specify
	Total (A)	6,654,999.00	6,654,999.00
	Ceiling as per the Act	8,400,000.00	8,400,000.00

(ii) Remuneration to other directors:

Sr. No	Particulars of Remuneration	Name of Directors					Total Amount
Sr. No	Particulars of Remuneration	PINAKI MISRA	KAUSHIK D. SHAH	RAJIV KUMAR BAKSHI	VAIBHAV P. MORARKA	PARAMITA MAHAPATRA	Total Amount
1.	Independent Directors
	â¢Fee for attending board / committee meetings	130,000.00	130,000.00	70,000.00			330,000.00
	â¢ Commission
	â¢ Others, please specify
	Total (1)	130,000.00	130,000.00	70,000.00			330,000.00
2.	Other Non-Executive Directors
	â¢Fee for attending board / committee meetings				80,000.00	60,000.00	140,000.00
	â¢ Commission
	â¢ Others, please specify
	Total (2)				80,000.00	60,000.00	140,000.00
	Total (A)=(1 2)						470,000.00
	Total Managerial Remuneration						7124999.00
	Overall Ceiling as per the Act	Rs. 1 Lakh per Meeting per Director

(iii) Remuneration To Key Managerial Personnel other than MD/Manager/WTD:

Sr. No.	Particulars of Remuneration	Key Managerial Personnel			Total Amount
		CFO	Company Secretary
		R. K. SHARMA	KHUSHBU DESAI (Upto Feb 10, 2018)	KHUSHMEETA BAFNA (w.e.f. Feb 11, 2018)
1	Gross salary
	(a) Salary as per provisions contained in section 17(1 ) of the Income-tax Act, 1961	3,779,006.00	406,799.00	47,400.00	4,233,205.00
	(b) Value of perquisites ujs 17(2) Income-tax Act, 1961
	(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961
2	Stock Option
3	Sweat Equity
4	Commission
	Qthers, please specify
	Total	3,779,006.00	406,799.00	47,400.00	4,233,205.00

G. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

Type	Section of the Companies Act	Brief Description	Details of Penalty f Punishment I Compounding fees imposed	Authority [RD I NCLTj COURT]	Authority [RD f NCLTJ COURT]
Penalty
Punishment
Compounding
OTHER OFFICERS IN DEFAULT			Not Applicable
Penalty
Punishment
Compounding

Registered Office:	For and on behalf of the Board
Brady House, 4* Floor, 12-14, Veer Nariman Road, Fort, Mumbai - 400 001 . CIN: L17110MH1913PLC000367 Tel: 91 22 2204 8361 â¢ Fax: 91 22 2204 1855 Email: [email protected] â¢ Website: www.whbrady.in August 3, 2018.	W. H. Brady & Co. Ltd.
	PAVAN G. MORARKA
	Chairman & Managing Director
	(DIN : 00174796)

ANNEXURE ''F1 TO THE BOARDS'' REPORT

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information as per Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Directors'' Report for the year 2017-2018.

A. CONSERVATION OF ENERGY: NOT APPLICABLE

(i) the Steps taken or impact on conservation of energy:

(ii) the steps taken by the Company for utilising alternate sources of energy:

(iii) the capital investment on energy conservation equipment''s:

B. TECHNOLOGY ABSORPTION: NOT APPLICABLE

(i) the efforts made towards technology absorption during the year under review are :

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution:

(iii) in case of imported technology (imported during the last three years recknoned from the beginning of the financial year):

(a) the details of technology imported

(b) the year of import

(iv) During the year Company has incurred R&D Expenditure:

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earned it terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows:

Foreign Exchange outgo	Rs 19,649.08/-
Foreign Exchange earned	Rs. 1,53,476.00/-

Registered Office:	For and on behalf of the Board
Brady House, 4th Floor, 12-14, Veer Nariman Road, Fort, Mumbai - 400 001 CIN: L17110MH1913PLC000367 Tel: 91 22 2204 8361 â¢ Fax: 91 22 2204 1855 Email: [email protected] â¢ Website: www.whbrady.in August 3, 2018.	W. H. Brady & Co. Ltd.
	PAVAN G. MORARKA
	Chairman & Managing Director
	(DIN : 00174796)

Mar 31, 2016

DIRECTORS'' REPORT

Dear Shareholders,

The Directors take pleasure in presenting the One Hundred & Third Annual Report on the business and operations of your Company together with the Audited Accounts for the Financial Year ended 31st March, 2016.

1. FINANCIAL HIGHLIGHTS:

NO.	PARTICULARS	2015-16 (Rs, in Lacs)		2014-15 (Rs, in Lacs)
a)	Gross Turnover	2,028.29		1,906.91
b)	Operating Profit before Interest and Depreciation	610.36		590.44
c)	Less : Interest	115.81		159.13
d)	Profit Before Depreciation	494.55		431.31
e)	Less : Depreciation	,100.54		127.79
f)	Profit before exceptional items	394.01		303.52
g)	Add/(Less): Exceptional items	J8-15J		(38.001
h)	Profit before Tax	385.86		265.52
i)	Less: Tax for the year: (i) Current / Earlier Year 82.04 (ii) Deferred 8.76	90.80	56.20 (14.01)	42.19
j)	Profit after Tax	295.06		223.33
k)	Add/(Less) Prior year adjustments	(0.40)		(5.72)
I)	Profit for the year	294.66		217.61
m)	Add: Balance brought forward from the previous year	1,408.70		1,221.81
n)	Profit available for appropriations	1,703.36		1,439.42
o)	Less: Appropriations:- i) Proposed Dividend 19.13 ii) Tax on proposed Dividend 3.89 iii) Transfer to General Reserve 30.00	53.02	25.50 5.22	30.72
P)	Balance carried to Balance Sheet	1,650.34		1,408.70
	EPS	11.57		8.76

FINANCIAL HIGHLIGHTS FOR THE LAST THREE YEARS _{(Rs, in Lacs)}

Particulars	2015-16	2014-15	2013-14
Total revenue	2,028.29	1,906.91	2,088.38
Profit before depreciation and amortization	494.55	431.31	419.06
Depreciation and amortization	100.54	127.79	84.27
Profit before exceptional items & tax	394.01	303.52	334.79
Exceptional items	(8.15)	(38.00)	91.41
Profit before tax	385.86	265.52	426.20
Tax expense	90.80	42.19	89.81
Net profit after tax	295.06	223.33	336.39
Equity shares	2550000	2550000	2550000
EPS	11.57	8.76	13.19
Dividend %	7.50	10	15

2. DIVIDEND:

Your Directors are pleased to recommend for the approval of the shareholders dividend @ 7.50% i.e. Rs, 0.75 per share for the year ended 31 st March, 2016.

3. SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital, as at 31 st March, 2016 was Rs, 25,500,000/- divided into 25,50,000 Equity shares, having face value of t 10/- each fully paid up. 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 RESULT:

The Companyâs gross turnover is slightly higher than the previous year and profit before tax has improved substantially as compared to the previous year. This has been possible due to sustained efforts from the employees of the Company.

5. FUTURE OUTLOOK:

The Company has been exploring opportunities to increase the trading activities and diversify

into new areas for better growth.

6. BOARD OF DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act 2013 and the Articles of Association of the Company, Ms. Paramita Mahapatra, retires by rotation at the forthcoming Annual General Meeting and being eligible has offered herself for re-appointment.

During the year under review, Mr. Prakash Mehta, Director of the Company has resigned w.e.f. January 12,2016 &, in lieu towards filling the vacancy created by Mr. Prakash Mehta the Company has appointed Mr. Rajivkumar Bakshi as an Additional Director w.e.f. 3rd February, 2016. Your Board proposes to regularize his appointment under Section 161 (1) of the Act and appoint him as an Independent Director for a term of 2 (two)years.

7. DECLARATION BY INDEPENDENT DIRECTOR (S)

All Independent Directors have given declaration that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act 2013.

8. DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to section 134 (3) (c) of the Companies Act 2013, the Directors Confirm:

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.

9. KEY MANAGERIAL PERSONNEL:

The Company has the following Key Managerial Personnel;

Sr. No.	Name of the person	Designation
1.	Mr. Pavan G. Morarka	Chairman & Managing Director
2.	Mr. R. K. Sharma	Chief Financial Officer
*3.	Ms. Khushbu Desai	Company Secretary & Compliance Officer.

âAppointed w.e.f. December 05, 2015

10. BOARD EVALUATION:

The Companyâs Board of Directors are dedicated to act in good faith; in the best interest of the company and its stakeholders. , With an aim to maintain a proactive and effective Board, the Board has committed to a continuing process of recommending and laying down the criteria to evaluate the performance of the entire Board of the Company.

Some of the specific issues on which performance of the Board, Individual Directors & its Committees as per their policies & parameters were discussed at the meeting held on February 03,2016:

Sr.No	Assessment Criteria
1	Attendance, participations in the Meetings and timely inputs on the minutes of the meetings
2	Contribution towards growth of the Company including actual vis-a-vis budgeted performance.
3	Leadership initiative, like new ideas and planning towards growth of the Company and steps initiated towards Branding of the Products of the Company.
4	Adherence to ethical standards & code of conduct of Company
5	Team work attributes and supervising & training of staff members
6	Compliance with policies, Reporting of frauds, violation etc. and disclosure of interest
7	Safeguarding of interest of whistle blowers under vigil mechanism and Safeguard of confidential information

11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The details of the number of meetings of the Board held during the Financial Year 2015-2016 forms a part of the Voluntary Corporate Governance Report.

12. AUDIT COMMITTEE:

The Audit Committee as on March 31,2016 comprises of the following Independent and Executive Directors:

Mr. Kaushik D. Shah, Mr. Pinaki Misra, Mr. Rajivkumar Bakshi & Mr. Pavan G. Morarka as members.

Further, all recommendations of Audit Committee were accepted by the Board of Directors. Other details about the Audit Committee and other Committees of the Board are provided in the Voluntary Corporate Governance Report forming part of this Annual Report.

13. NOMINATION & REMUNERATION POLICY:

The Company has been following well laid down policy on appointment and remuneration of Directors, KMP and Senior Management Personnel. The appointment of Directors is made pursuant to the recommendation of Nomination and Remuneration Committee (NRC).

The remuneration of Executive Directors comprises of Basic Salary and Perquisites & follows applicable requirements of the Companies Act, 2013. Approval of shareholders for payment of remuneration to Executive Directors is sought, from time to time. The remuneration of Non-Executive Directors comprises of sitting fees in accordance with the provisions of Companies Act, 2013 and reimbursement of expenses incurred in connection with attending the B_voard meetings, Committee meetings, General Meetings and in relation to the business of the Company.

14. 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.whbrady.in).

15. 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 there under. During the year under review, no complaints were reported.

16. 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.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any guarantees during the Financial Year 2015-16 but has granted loans and made investments covered under Section 186 of the Companies Act, 2013 which forms a part of the notes to the financial statements provided in this Annual Report.

18. 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 âAâ and forms an integral part of this Report.

19. RELATED PARTYTRANSACTIONS:

All Related Party transactions that were entered into during the Financial Year were on arm''s length basis and were in the ordinary course of the business.

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

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

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 read with the Rules made there under, in respect of Corporate Social Responsibility Policy were not applicable to the Company for the Financial Year 2015-16.

21. CODE OF CONDUCT:

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

22. SUBSIDIARIES, ASSOCIATE COMPANIES & JOINT VENTURES :

Brady & Morris Engineering Co. Ltd. (Subsidiary Company)

M/s. Brady & Morris Engineering Co. Ltd is carrying on the business of manufacturing material handling Equipments. The Company holds 72.50% of the Equity Share Capital and 100% of the 7% Redeemable Non Cumulative Non Convertible Preference Shares in Subsidiary Company as on 31 st March, 2016. The Annual Accounts of Subsidiary Company for the year ended 31st March 2016 along with the Report are annexed with the Company''s Annual Report for the information of the shareholders.

A statement containing the details of the Subsidiary is attached in Form AOC-1 in the given Annexure âCâ.

23. APPOINTMENT OF 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 104th AGM, are recommended for ratification of appointment for the Financial Year 2016-17. 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 there under, 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 âDâ and forms an integral part to this Report.

25. AUDITORâS REPORT/SECRETARIAL AUDIT REPORT:

The Auditors Report and the Secretarial Audit Report for the year ended 31/03/2016 do not contain any qualification,'' reservation & 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 pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable to the Company as there was no manufacturing activity during the year.

FOREIGN EXCHANGE EARNING AND OUTGO Please refer Notes 25 & 34

28. 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.

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 annexed as Annexure âEâ 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.

30. CORPORATE GOVERNANCE:

The Voluntary Corporate Governance Report, which forms an integral part of this Report, is set out in Annexure âFâ, as stipulated under various regulations of the SEBI (Listing obligations and disclosure requirements) Regulations, 2015.

31. 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. ''

32. INSURANCE:

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

33. 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, W. H. Brady & Co. Limited

12-14, Veer Nariman Road,

Fort, Mumbai - 400 001. PAVAN G. MORARKA

May 20, 2016. _(DI_N . 00174796)

Chairman & Managing Director

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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