W H Brady & Co Ltd
Directors Reports
To
The Members,
The Board of Directors are pleased to present the Company's 109th
Annual Report together with the Annual Audited Financial Statements (Standalone and
Consolidated) for the financial year ended March 31, 2022.
1. FINANCIAL HIGHLIGHTS
The Company's financial performance for the year ended March 31, 2022
is summarized below:
| PARTICULARS |
Standalone |
Consolidated |
| 2021- 2022 |
2020- 2021 |
2021- 2022 |
2020-2021 |
| Gross Income |
2,297.76 |
2,041.07 |
6071.17 |
5353.53 |
| Profit before Depreciation, Finance Costs,
Exceptional Items and Taxation |
337.07 |
389.51 |
895.5 |
802.54 |
| Less: Depreciation and Amortization expense |
84.27 |
95.91 |
139.49 |
159.92 |
| Profit before Finance Costs, Exceptional Items
and Taxation |
252.80 |
293.60 |
756.02 |
642.62 |
| Less: Finance costs |
34.35 |
38.74 |
85.99 |
80.52 |
| Profit /(Loss) before Exceptional Items and
Taxation |
218.45 |
254.86 |
670.02 |
562.10 |
| Add: Exceptional Items |
- |
- |
- |
- |
| Profit before Taxation |
218.45 |
254.86 |
670.02 |
562.10 |
| Less: Tax Expense |
34.50 |
46.68 |
167.13 |
60.06 |
| Profit/(Loss) for the year after tax from the
continuing operation |
183.95 |
208.18 |
502.89 |
502.04 |
| Profit/(Loss) after tax from the discontinued
operation |
- |
- |
- |
- |
| Profit /(Loss) for the year |
183.95 |
208.18 |
502.89 |
502.04 |
| Other comprehensive income/(loss) |
80.32 |
76.32 |
75.83 |
86.65 |
| Total Other comprehensive income/(loss) for
the year |
264.27 |
284.50 |
578.72 |
588.69 |
| Earnings per share (in Rs.): |
|
|
|
|
| Basic / Diluted from Continuing Operation |
7.21 |
8.16 |
19.72 |
19.69 |
| Basic / Diluted from Discontinued Operation |
- |
- |
- |
- |
| Basic / Diluted from Continued and
Discontinued Operation |
7.21 |
8.16 |
19.72 |
19.69 |
2. FINANCIAL PERFORMANCE
A. Standalone
The gross turnover of your Company stood at Rs. 2,297.76 Lakhs for the
year ended March 31, 2022 as against Rs. 2,041.07 Lakhs in the previous year. The Company
made a net profit of Rs. 183.95 Lakhs for the year ended March 31, 2022 as compared to the
net profit of Rs. 208.18 Lakhs in the previous year.
B. Consolidated
The consolidated turnover of your Company was Rs. 6071.17 Lakhs for the
year ended March 31, 2022 as against Rs. 5353.53 Lakhs in the previous financial year. The
Company made a consolidated net profit of Rs. 502.89 Lakhs for the year ended March 31,
2022 as compared to the net profit of Rs. 502.04 Lakhs in the previous year.
3. WORKING RESULTS
The standalone gross turnover in 2021-2022 was Rs. 2297.76 as compared
to Rs. 2041.07 in 2020-2021. However to, the net profit after tax was slightly lower as
compared to the previous year. The Company continues to make efforts to improve its
working.
4. IMAPACT ON BUSINESS OPERATIONS OF THE COMPANY ON ACCOUNT OF COVID 19
PANDEMIC
The impact of COVID-19 pandemic was felt in the first two quarters of
the financial year 2021-2022 with respect to rental income and this impacted the net
profits of the company.
5. FUTURE OUTLOOK
COVID-19 will continue to have an impact; however, it will be smaller.
Nevertheless, the Management is making all-out efforts to improve the Company's working in
the Financial Year 2022-23.
6. 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.
7. TRANSFER TO RESERVES
Your company has not proposed any amount to be transferred to Reserves
out of the profits earned during the Financial Year 2021-2022.
8. SHARE CAPITAL OF THE COMPANY
The Authorized Capital of the Company as at March 31, 2022 was
5,00,00,000/-(Rupees Five Crores only) divided into 50,00,000 (Fifty Lakhs ) equity shares
of Rs.10/- each.
The issued, subscribed and paid-up Share Capital of the Company stood
at Rs. 25,500,000/- (Rupees Two Crores Fifty Five Lakhs only) as at March 31, 2022
comprising of 25,50,000 Equity Shares of Rs. 10/- each fully paid-up.
During the year under review, the Company has not issued any
convertible securities with differential voting rights nor has granted any stock options
or sweat equity or warrants. As on March 31, 2022, none of the Directors of the Company
hold instruments convertible into Equity Shares of the Company.
9. SUBSIDIARIES, ASSOCIATES & JOINT VENTURES
A. 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. 4735.65 Lakhs as compared to Rs. 3886.66 Lakhs in the
previous year. The Net profit after tax for the year is Rs. 319.31 Lakhs as compared to
Net profit after tax of Rs. 262.85 Lakhs in the previous year.
B. Brady Entertainment Pvt. Ltd., the Wholly-Owned Subsidiary of the
Company, is in the business of Entertainment & Hospitality. Brady Entertainment Pvt.
Ltd. has registered a gross income of Rs. 0.85 Lakhs as compared to Rs. 51.00 Lakhs in the
previous year. The Net Loss After tax for the year is Rs. 0.37 Lakhs as compared to Net
Profit after tax of Rs. 31.04 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 our 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.whbrady.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 company
within the meaning of Section 2(6) of the Companies Act, 2013.
10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Inductions to the Board
On the recommendations of the Nomination and Remuneration Committee,
the Board has appointed Mr. Cyrus Vachha as an Independent Director of the Company for a
consecutive term of 5 years with effect from September 29, 2021 to September 28, 2026 and
shall not be liable to retire by rotation.
In accordance with the provisions of Section 152 of the Companies Act
2013 (‘'Act'') and the Articles of Association of the Company the Board has appointed
Mr. Vaibhav Morarka as a Director of the Company at the Extra-Ordinary General Meeting
held on November 25, 2021 and shall be liable to retire by rotation. This has necessitated
because Mr. Vaibhav Morarka was not re-appointed at the previous AGM held September 29,
2021.
B. Re-appointment
In accordance with the provisions of Section 152(6) of the Companies
Act, 2013 and the Articles of Association of the Company, Ms. Chitralekha Hiremath,
Director of the Company, retires by rotation and, being eligible, offers herself for
reappointment at the 109th Annual General Meeting of the Company scheduled to
be held on September 23, 2022.
The Shareholders of the Company have approved the reappointment of Mr.
Pavan G. Morarka (DIN: 00174796} as a Chairman and Managing Director of the Company for a
period of three years with effect from January 1, 2022 in accordance with the Sections
196, 197 and 203 read with Schedule V of the Companies Act, 2013 and Rules framed
thereunder, and in accordance with Regulation 17(6)(e) of SEBI (Listing Obligations and
Disclosure Requirements), 2015 as amended from time to time at the Extra-Ordinary General
Meeting held on November 25, 2021.
Pursuant to the provisions of Regulation 17(1A) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, 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 who will
attain the age of 75 years on January 24, 2023 and hence, as per the requirement of
Regulation 17(1A), a special resolution needs to be passed seeking the approval of the
shareholders for continuation of his directorship in the company for the second term of
Five (5) consecutive years ending on March 31, 2024, subject to approval of members of the
Company at the 109th Annual General Meeting of the Company scheduled to be held
on September 23, 2022.
C. Key Managerial Personnel:
Pursuant to provisions of Section 2(51) and Section 203 of the
Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, Key Managerial Personnel of your Company are as below:
| Sr. No. Name of the Key Managerial Personnel
as on March 31, 2022 |
Designation |
| 1. Mr. Pavan G. Morarka |
Chairman & Managing
Director |
| 2. Mr. Rajender Kumar Sharma |
Chief Financial Officer |
| 3. Ms. Khushmeeta Bafna |
Company Secretary &
Compliance Officer |
There was no change in the Key Managerial personnel during the year
under review.
11. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as prescribed under
Section 149(6) of the Act read with rules framed thereunder and Regulation 16(1)(b) of the
Listing Regulations.
Further, the Board after taking these declarations/disclosures on
record and acknowledging the veracity of the same, concluded that the Independent
Directors are persons of integrity and possess the relevant expertise and experience to
qualify as Independent Directors of the Company and are Independent of the Management.
In the Board's opinion, the Independent Directors are persons of high
repute, integrity and possess the relevant expertise and experience in their respective
fields.
12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors met Six (6) times during the financial year
2021-22. Particulars of meetings of the Board are detailed in the Corporate Governance
Report, which forms part of this Report.
13. 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.
14. BOARD COMMITTEES
As on March 31, 2022, the Board has three Committees, listed as below:
1. Audit Committee ("AC")
2. Stakeholders' Relationship Committee ("SRC")
3. Nomination and Remuneration Committee ("NRC")
Details of all the Committees along with their composition, terms of
reference and meetings held during the year are provided in Report on Corporate
Governance.
15. 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, Committees and individual Directors was
evaluated by the Board seeking inputs from all the Directors. The performance of the
Committees was evaluated by the Board seeking inputs from the Committee Members. The Board
reviewed the performance, of the individual Directors seeking inputs from all the
Directors. A separate meeting of Independent Directors was also held on February 11, 2022
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 February 11, 2022 discussed the
performance of the Board, its Committees and individual Directors.
The criteria for performance evaluation of the Board included aspects
like Board composition and structure; effectiveness of Board processes, information and
functioning, etc. The criteria for performance evaluation of Committees of the Board
included aspects like composition and structure of the Committees, functioning of
Committee meetings, contribution to decision of the Board, etc. The criteria for
performance evaluation of the individual Directors included aspects on contribution to the
Board and Committee meetings like preparedness on the issues to be discussed, meaningful
and constructive contribution and inputs in meetings, integrity etc. In addition, the
Chairman was also evaluated on the key aspects of his role.
Outcome of evaluation process
Based on inputs received from the members, it emerged that the Board
had a good mix of competency, experience, qualifications and diversity. Each Board member
contributed in his/her own manner to the collective wisdom of the Board, keeping in mind
his/her own background and experience. There was active participation and adequate time
was given for discussing strategy. Overall, the Board was functioning very well in a
cohesive and interactive manner.
16. 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.
17. AUDITORS AND AUDIT REPORTS
A. STATUTORY AUDITORS
M/s. S. S. Rathi & Co., Chartered Accountants (Firm Registration
No. 108726W) were appointed as the Statutory Auditors for a period of five (5) years
commencing from the conclusion of the 104th Annual General Meeting until the
conclusion of the 109th Annual General Meeting. Accordingly, M/s. S. S. Rathi
& Co. will be completing their term of five (5) years at the conclusion of the
forthcoming Annual General Meeting.
The company is proposing to appoint M/s. J G Verma & Co., (Firm
Registration No. 111381W), Chartered Accountants, as Statutory Auditors for a period of
five (5) years commencing from the conclusion of the 109th Annual General
Meeting till the conclusion of the 114th Annual General Meeting.
M/s. J G Verma & Co., have consented to the said appointment, and
confirmed that their appointment, if made, would be within the limits mentioned under
Section 141(3)(g) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules,
2014. Further, they have confirmed that they hold a valid certificate issued by the Peer
Review Board of the Institute of Chartered Accountants of India (ICAI).
The Audit Committee and the Board of Directors recommend the
appointment of M/s. J G Verma & Co., Chartered Accountants as Statutory Auditors of
the company from the conclusion of the 109th Annual General Meeting till the
conclusion of the 114th Annual General Meeting.
The Board places on record its appreciation for the services of M/s. S.
S. Rathi & Co., Chartered Accountants, during their tenure as the Statutory Auditors
of your company.
The Auditors' Report for financial year 2021-2022 on the financial
statements forms part of this Annual Report. There has been no qualification, reservation
or adverse remark or disclaimer in their Report. The Auditors have also confirmed that
they satisfy the independence criteria required under Companies Act, 2013 and Code of
Ethics issued by Institute of Chartered Accountants of India. The Auditors attended the
last Annual General meeting of the Company.
B. COST AUDIT
As per the requirement of the Central Government and pursuant to
Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit)
Rules, 2014 amended from time to time, maintenance of Cost Audit / Records is not
applicable to the Company during the FY 2021-22 and 2022-23.
C. INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Companies Act, 2013
read with Companies (Accounts) Rules, 2014, the Board of Directors on recommendation of
the Audit Committee re-appointed M/s. 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 2022-23.
D. SECRETARIAL AUDITORS
The Secretarial Audit was carried out by M/s. GMJ & Associates,
Company Secretaries for the Financial Year 20212022. The Report given by the Secretarial
Auditors is annexed as Annexure "B" and forms an integral part of this Board's
Report. There has been no qualification, reservation or adverse remark or disclaimer in
their Report.
In terms of Section 204 of the Act, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
on recommendation of the Audit Committee have appointed M/s. GMJ & Associates, Company
Secretaries as the Secretarial Auditors to conduct Secretarial Audit of records and
documents of the Company for the financial year 2022-23. The Company has received their
written consent that the appointment is in accordance with the applicable provisions of
the Act and rules framed there under.
Secretarial Compliance Report: - The Company has undertaken an audit
for the Financial Year ended March 31, 2022 for all applicable compliances as per the
Securities and Exchange Board of India Regulations and Circulars/Guidelines issued
thereunder. The Secretarial Compliance Report issued by M/s. GMJ & Associates, Company
Secretaries has been submitted to the Stock Exchanges within 60 days of the end of the
Financial Year.
E. REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors and Secretarial
Auditor have not reported any instances of frauds committed in the Company by its Officers
or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013,
therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.
18. 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.
19. 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.
20. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/ arrangements/ transactions entered by the Company during
the financial year with Related Parties were on an arm's length basis and in the ordinary
course of business. Thus, disclosure in Form AOC-2 in terms of Section 134 and 188 of the
Companies Act, 2013 for material related party transaction is annexed as Annexure
"C" and forms an integral part of this report. All related party transactions
are mentioned in the Notes to the Financial Statements.
All Related Party Transactions are placed before the Audit Committee.
Omnibus approval was obtained for transactions which are of repetitive nature. A statement
giving details of all Related Party Transactions are placed before the Audit Committee for
review and approval on a quarterly basis.
The policy on Related Party Transactions as approved by the Board of
Directors is available on the website of the Company viz. www.whbrady.in.
21. 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.
22. CORPORATE GOVERNANCE
Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate
Governance and a certificate obtained from M/s. GMJ & Associates, Company Secretaries
confirming compliance forms part of this Annual Report.
23. VIGIL MECHANISM
The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules
prescribed thereunder and the SEBI Listing Regulations is implemented through the
Company's Whistle Blower Policy to enable the Directors, employees and all stakeholders of
the Company to report genuine concerns, about unethical behaviour, actual or suspected
fraud or violation of the Company's Code of Conduct or Ethics Policy. The policy provides
for adequate safeguards against 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 2021-22, no cases under this mechanism were
reported to the Company and/or to any of its subsidiaries.
24. 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 2021-22, no cases in the nature of sexual
harassment were reported at any workplace of the Company or any of its subsidiaries.
25. 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.
26. 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.
27. INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate internal financial controls with
reference to the Financial Statements commensurate with the size, scale and complexity of
its operations. The scope and authority of the Internal Audit function is defined by the
Audit Committee. To maintain its objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee of the Board of Directors.
The Internal Auditor monitors and evaluates the efficacy and adequacy
of internal control system in the Company, its compliance with operating systems,
accounting procedures and policies of the Company.
Based on the results of such assessments carried out by internal audit
function, no reportable material weakness or significant deficiencies in the design or
operation of internal financial controls was observed. Nonetheless your Company recognizes
that any internal control framework, no matter how well designed, has inherent limitations
and accordingly, regular audits and review processes ensure that such systems are
reinforced on an ongoing basis.
28. CODE OF CONDUCT
The Company has adopted the Code of Conduct for Non-Executive Directors
which includes details as laid down in Schedule IV to the Act. The Company has also
adopted a Code of Conduct for all its employees including Executive Director(s). The above
codes can be accessed on the Company's website at www.whbrady.in. All Board members and
senior management personnel have affirmed compliance with their respective Code of
Conduct. The Managing Director has also confirmed and certified the same, which
certification is provided at the end of the Report on Corporate Governance.
29. CODE FOR PREVENTION OF INSIDER TRADING PRACTICES
In accordance with the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the
Board of Directors of the Company has adopted the revised Code of Conduct for Prevention
of Insider Trading and Code of Practices and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information. All the Promoters, Directors, Employees of the Company and
its material subsidiaries, who are Designated Persons, and their Immediate Relatives and
other Connected Persons such as auditors, consultants, bankers, etc., who could have
access to the unpublished price sensitive information of the Company, are governed under
this Code.
Ms. Khushmeeta Bafna, Company Secretary of the Company is the
‘Compliance Officer' in terms of this Code.
30. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of
remuneration drawn and names and other particulars of the employees drawing remuneration
in excess of the limits set out in the said rules forms part of this Report. Disclosures
relating to remuneration and other details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and forms part of this Report. Having regard to the provisions of
the second proviso to Section 136(1) of the Act and as advised, the Annual Report
excluding the aforesaid information is being sent to the members of the Company. The said
information is available for inspection by the members at the registered office of the
Company during working hours on working days up to the date of the Annual general meeting
and if any member is interested in obtaining as copy thereof, such member may write to the
Company Secretary.
31. ANNUAL RETURN
Pursuant to Section 92 of the Act read with the applicable Rules, the
Annual Return for the year ended March 31, 2022 can be accessed on the Company's website
at www.whbrady.in.
32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology
absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the
Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is
attached herewith as Annexure "D" and forms part of this Report.
33. 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.
34. INSURANCE
All the properties of the Company including Office Building, Plant
& Machinery, Stocks, Vehicles etc. are adequately insured.
35. SAFETY, HEALTH AND ENVIRONMENTAL PERFROMANCE
Your Company's commitment towards safety, health and environment is
being continuously enhanced and persons working at all locations are given adequate
training on safety and health. The requirements relating to various environmental
legislations and environment protection have been duly complied with by your Company.
36. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
During the financial year 2021-22, 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.
37. AFFIRMATION ON COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors of the Company has affirmed compliance with
Secretarial Standards 1 & 2 issued by Institute of Company Secretaries of India.
38. INVESTOR EDUCATION & PROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the Companies Act, 2013, read
with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the
Rules"), all unpaid or unclaimed dividends are required to be transferred by the
Company to the IEPF established by the Government of India, after the completion of seven
years. Further, according to the Rules, the shares on which dividend has not been paid or
claimed by the shareholders for seven consecutive years or more shall also be transferred
to the demat account of IEPF Authority. Accordingly, during the year the Company has
transferred the unclaimed and unpaid dividends of Rs. 65,745/- in respect of financial
year 2013-14. Further, Pursuant to provisions of Section 124(6) of the Companies Act, 2013
and IEPF Rules, 914 Equity shares were transferred to the IEPF Authority during the year
2021- 22 and details of which are provided on the Company's website viz. www.whbrady.in.
39. THE DETAILS OF APPLICATION MADE ORANY PROCEEDING PENDING UNDER THE
INSOLVENCYAND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS
AT THE END OF THE FINANCIAL YEAR.
During the year under review, no such application or proceeding has
been initiated or pending against the Company.
40. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.
No such transaction is done by the Company during the year under
review.
41. 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, |
W. H. Brady & Co. Ltd. |
| 12-14, Veer Nariman Road, |
|
| Fort, Mumbai - 400 001. |
|
| CIN: L17110MH1913PLC000367 |
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| Tel: +91 22 2204 8361; |
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| Fax: +91 22 2204 1855 |
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| Email: bradys@mtnl.net.in; |
PAVAN G. MORARKA |
| Website: www.whbrady.in |
Chairman & Managing Director |
| August 12, 2022 |
(DIN: 00174796) |
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