DIRECTORS' REPORT TO, THE MEMBERS Your Directors take pleasure in presenting the 69th Annual Report on the business and operations of your Company together with the Audited Accounts forthe year ended 31 st March, 2015. DIVIDEND: In view of the carried forward losses, your Directors express their inability to recommend any dividend for the year ended 31st March, 2015. 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 ofRs. 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. 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 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. SUBSIDIARIES, ASSOCIATE COMPANIES & JOINT VENTURES : The Company does not have any Subsidiary, Associate Companies or Joint Ventures. 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 for a 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 forthe 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. 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 forthe 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.bradys.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 there under. 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 this Annual 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 forthe 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 or Tribunals 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: Brady House, 12-14, Veer Nariman Road, Fort, Mumbai - 400 001. August 13, 2015. For and on behalf of the Board PAVAN Gl MORARKA (DIN : 00174796) Chairperson |