· 99th Annual Report 2011-2012 1 W. H. BRADY & CO. LIMITED BOARD OF DIRECTORS MR. PAVAN G....

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th99 ANNUAL REPORT 2011-12

99th Annual Report 2011-2012

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W. H. BRADY & CO. LIMITED

BOARD OF DIRECTORS

MR. PAVAN G. MORARKA Chairman & Managing Director

MR. KAUSHIK D. SHAHMR. PINAKI MISRAMR. PRAKASH MEHTA

SR. GENERAL MANAGERS

MR. RAJENDER K. SHARMA

MR. S. S. SHAHI

AUDITORS

C. L. Dalal & Co.

Chartered Accountants

BANKERS

BANK OF BARODA, MUMBAI

AXIS BANK, MUMBAI

THE ROYAL BANK OF SCOTLAND, N.V., MUMBAI

PUNJAB NATIONAL BANK, MUMBAI

REGISTERED OFFICE“Brady House”12/14, Veer Nariman Road,Fort, Mumbai 400001.Tel: 2204 8361-5Email: [email protected]: www.bradys.in

REGISTRAR & SHARE TRANSFER AGENTSBIGSHARE SERVICES PVT. LTD.E-2/3, Ansa Industrial Estate.Sakivihar Road, Saki Naka, Andheri (E)Mumbai - 400 072

CONTENTS PAGE

Notice ................................................................. 02

Directors’ Report ................................................ 05

Secretarial Compliance Certificate ..................... 10

Auditors’ Report ................................................. 13

Balance Sheet .................................................... 16

Profit & Loss Account ......................................... 17

Cash Flow Statement ......................................... 18

Significant Accounting Policies ........................... 20

Notes 1 to 40 ...................................................... 22

Subsidiary Company Statement ......................... 38

Consolidated Statements ................................... 39

Subsidiary Company Accounts........................... 59

Green Initative in Corporate Governance ........... 101

Attendance Slip / Proxy Form ............................ 103

BRANCH AND SALES OFFICES

AHMEDABAD - Aditya, 10th Floor, Navrangpura

KOLKATA - Commercial Point, 79, Lenin Sarani

COIMBATORE - 221, Satyamoorti Road, Ramnagar

CHENNAI - Swati Complex, Nandanam

NEW DELHI - 14/15F, Connaught Place

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W.H.BRADY & CO. LIMITED

NOTICE

NOTICE is hereby given that 99th Annual General Meeting of the Members of W. H. Brady & Company Limited will be held on September 29, 2012 at 12.15 p.m. or immediately after conclusion of the Annual General Meeting of Subsidiary M/s. Brady & Morris Engineering Company Limited at Alexandra Girls’ English Institution, 31, Hazarimal Somani Marg, Mumbai 400 001 to transact the following businesses:

1. To Consider and adopt the Audited Balance Sheet as at 31st March, 2012 and the Profit & Loss Account for the year ended on that date and the Report of Directors’ and Auditors’ thereon.

2. To Declare Dividend on Equity Shares for the year ended 31st March, 2012.

3. To appoint Director in place of Mr. Prakash Mehta, who retires from office by rotation, and being eligible offers himself for re-appointment.

4. To appoint Auditors and to fix their remuneration and in this regard to consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT M/s. C. L. Dalal & Co., Chartered Accountants, Mumbai, having firm registration no. 102026W, be and are hereby appointed as Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company on such remuneration as shall be fixed by the Board of Directors of the Company.”

Registered Office: For and on behalf of the BoardBrady House,12-14, Veer Nariman Road, Sd/-Fort, Mumbai - 400 001. PAVAN G. MORARKA August 4, 2012. Chairman & Managing Director

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

THE INSTRUMENT APPOINTING A PROXY SHOULD HOWEVER BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY DULY COMPLETED NOT LESS THAN FORTYEIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2. The Register of Members and the Share Transfer Books of the Company will remain closed from 26/09/2012 to 29/09/2012 (both days inclusive).

3. The Dividend on Equity Shares as recommended by the Board of Directors of the Company, when sanctioned at the Annual General Meeting of the Company will be paid on or after 01/10/2012 to those members whose names appear on the Register of Members of the Company as at the close of the business hours on 25/09/2012. In respect of shares held in demat mode, dividend will be paid on the basis of beneficial ownership as on 25/09/2012 as per details furnished by National Security Depository Ltd. [NSDL] and Central Depository Services [India] Ltd. [CDSL].

4. Pursuant to the provision of Section 205(A) of the Companies Act, 1956, Members are hereby informed that Dividends which remain unclaimed/unencashed over a period of 7 years have to be transferred by the Company to The Investors Education & Protection Fund, constituted by the Central Government under Sections 205(A) & 205(C) of the Companies Act, 1956.

Members should note that no claim can be made by the shareholders for the unclaimed Dividends which have been transferred to the credit of ‘The Investors Education & Protection Fund’ of the Central Government under the amended provisions of section 205(B) of the Companies Act, 1956.


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Details of unclaimed Dividend with its due date of transfer to Investors education and protection Fund is as below:

Sr. No. Year ended Date of Declaration Due date of transfer to IEPF1. 31.03.2005 27.08.2005 26.09.2012

2. 31.03.2006 23.09.2006 22.10.2013

3. 31.03.2007 27.09.2007 26.10.2014

4. 31.03.2008 30.08.2008 29.09.2015

5. 31.03.2009 19.09.2009 18.10.2016

6. 31.03.2010 18.09.2010 17.10.2017

7. 31.03.2011 12.08.2011 11.09.2018

5. Members desirous of seeking any information concerning the Accounts of the Company are requested to address their queries in writing to the Company at least seven days before the date of the meeting so that the requested information can be made available at the time of the meeting.

Members are requested to visit the website of the Company ‘www.bradys.in’ for viewing the quarterly & annual financial results and for more information on the Company.

6. Members / Proxies are requested to please bring their copies of the Annual Report to the meeting since copies of the Annual Report will not be distributed at the meeting.

7. The Company has listed its shares on The Bombay Stock Exchange Limited, Mumbai.

8. a. The Company has appointed M/s. BIGSHARE SERVICES PRIVATE LIMITED as Common Registrar & Share Transfer Agent of the Company for physical as well as demat mode of transfers. Members are therefore requested to send their grievances to them for early disposal at the address as given below.

b. Members holding Shares in physical form are requested to notify immediately any change in their address with PIN CODE to the Registrar and Share Transfer Agent of the Company at the address given below AND in case their shares are held in demat, this information should be passed on directly to their respective Depository Participants and not to the Company.

M/S. BIGSHARE SERVICES PRIVATE LIMITEDUnit: [W. H. BRADY & COMPANY LIMITED]

E-2/3, Ansa Industrial Estate, Saki Vihar Road,Saki Naka, Andheri [East], MUMBAI - 400 072

Tel: 022 2847 0652 / 4043 0200Email: [email protected]

9. a. Members are informed that in order to avoid fraudulent encashment of dividend warrants they should send to the Registrar and Share Transfer Agent of the Company at the address given above under the signature of the Sole/First Joint holder the information relating to Name and Address of the Banker along with the Pin Code Number and Bank Account Number to print on the Dividend Warrants.

b. Members desirous of availing the facility of Electronic Credit of Dividend are requested to send ECS Form to the Registrar and Share Transfer Agent of the Company at the address given above.

c. Members holding shares in dematerialized form and desirous to change or correct the bank account details should send the same immediately to the concerned Depository Participant. Members are also requested to give MICR Code to the Depository Participant.

10. All documents referred to in the Notice are open for inspection at the registered office of the Company during office hours on all working days except public holidays between 11.00 a.m. and 1.00 p.m. up to the date of the Annual General Meeting.

11. Members/Proxies are requested to fill the enclosed attendance slip and handover the same at the entrance with signature. In the absence thereof, they may not be admitted to the meeting venue.

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12. Members who are holding shares in dematerialised form are requested to bring their Client ID and DP ID numbers for easy identification at the meeting.

13. In all correspondence with the Company, Registrar and Share Transfer Agent, Members are requested to quote their Folio No. and in case their shares are held in demat form; they must quote their DP ID and Client ID Number.

14. The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken a ‘Green Initiative in Corporate Governance’ and allowed companies to share documents with its shareholders through an electronic mode. Members are requested to support this green initiative by registering/updating their e-mail addresses, in respect of shares held in dematerialised form with their respective Depository Participants and in respect of shares held in physical form with M/S. BIGSHARE SERVICES PRIVATE LIMITED.



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DIRECTORS’ REPORTDear Shareholders,Your 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(` in Lacs)

2010-2011(` in Lacs)

a) Gross Turnover 1,957.81 1,914.27b) Operating Profit before Interest and Depreciation 565.68 319.61c) Less : Interest 127.08 87.52d) Profit Before Depreciation 438.60 232.09e) Less : Depreciation 82.83 53.16f) Profit before exceptional items 355.77 178.93g) Less : Exceptional items 92.21 -h) Profit before Tax 263.56 178.93i) 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 35.95j) Profit after Tax 217.11 142.98k) Add/(Less) Prior year adjustments 3.74 5.86l) Profit for the year 213.37 137.12m) Add: Balance brought forward from the previous year 581.72 492.58n) Profit available for appropriations 795.09 629.70o) Less: Appropriations

i) Proposed Dividend 38.25 38.25ii) Tax on proposed Dividend 7.65 1.73iii) Transfer to General Reserve 11.00 8.00

Sub-total 56.90 47.98p) 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. `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.

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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. 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.

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.



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ANNEXURE I TO DIRECTORS’ REPORT FOR THE YEAR ENDED MARCH 31, 2012VOLUNTARY REPORT ON CORPORATE GOVERNANCE:

Corporate Governance and Statement On Company’s philosophy on Code of Governance:

Corporate Governance is a set of systems and practices to ensure that the affairs of the company are being managed in a way which ensures accountability, transparency, and fairness in all its transactions in the widest sense and meet its stake holder’s aspirations and social expectations. Good Corporate Governance practices stem from the culture and mindset of the organization and at WHB we are committed to meet the aspirations of all our stakeholders.

BOARD OF DIRECTORS:

The details of composition of the Board, category, attendance of Directors at Board Meetings during the financial year and last Annual General Meeting, number of other Directorships and other Committee Memberships are given below:

Name of Director Category Date of Appointment No. of Board Meetings attended

Attendance at last AGM

Mr. Pavan G. Morarka CMD 14.01.1982 4 YES

Mr. Kaushik D. Shah Director 23.06.1984 4 YES

Mr. Pinaki Misra Director 23.06.1984 2 NO

Mr. Prakash Mehta Director 19.05.1994 3 YES

CMD stands for Chairman and Managing Director.

During the financial year ended March 31, 2012, 4 [FOUR] Board meetings were held on 24.06.2011, 12.08.2011, 11.11.2011 and 23.01.2012

INFORMATION SUPPLIED TO THE BOARD:

The Board has complete access to all information with the Company & to any of the employee of the Company. The Board is provided with all the relevant information on the important matters affecting the working of the Company as well as the related details required deliberations by the members of the board.

Among others, this includes:

- Annual operating plans, capital budgets and updates.

- Quarterly results of the Company and its operating divisions.

- Minutes of meeting of audit committee and other committees.

- Information on recruitment and remuneration of senior officers just below the board level.

- General notices of interests.

- Materially important show cause, demand, prosecution and penalty notices.

- Fatal or serious accidents or dangerous occurrences.

- Details of any joint venture of collaboration agreement.

- Sale of material nature of investments, subsidiaries, assets which is not in the normal course of business.

- Foreign exchange exposure and the steps taken by the management to limit the risk of adverse exchange rate movement.

- Any materially significant effluent or pollution problem.

- Any issue which involves possible public or product liability claims of a substantial nature.

- Significant development in the human resource and industrial relations fronts.

- Legal compliances reporting system.

The Board is routinely presented with all information under the above heads whenever applicable and materially significant.

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GENERAL SHAREHOLDERS INFORMATION:

ANNUAL GENERAL MEETING : 99th Annual General Meeting.

DAY & DATE : 29.09.2012.

TIME : 12:15 P.M.

VENUE : Alexandra Girls’ English Institution, 31, Hazarimal Somani Marg, Mumbai 400 001

DATE OF BOOK CLOSURE : 26.09.2012 to 29.09.2012 [Both days inclusive].

SHARE TRANSFER SYSTEM:

Share Transfer Requests are received at the registered office of the Company as well as directly at RTA’s office. RTA does the verification and processing of documents. In order to comply with the requirement of SEBI circular Nos. SMD/POLICY/CIR-10/02 dated May 7, 2002 to effect transfer of shares within one month, the RTA has been authorised to process, approve and effect transfer of shares on behalf of the Company at fortnightly intervals. The share certificates duly endorsed for transfer are returned to shareholders within stipulated time of 30 days.

REGISTRAR AND SHARE TRANSFER AGENT:

M/S. BIGSHARE SERVICES PRIVATE LIMITED

Unit : [W. H. BRADY & COMPANY LIMITED]E-2/3, Ansa Industrial Estate, Saki Vihar Road,Saki Naka, Andheri [East], MUMBAI - 400 072.Tel: 022 2847 0652 / 4043 0200Email: [email protected]

LISTING:

The Bombay Stock Exchange Limited, Mumbai.

STOCK CODE OF THE COMPANY:

The Bombay Stock Exchange Limited, MumbaiScrip Name: W. H. BRADY & COMPANY LIMITEDScrip Code: 501391.Electronic Mode: INE855A01019.DEPOSITORY CONNECTIVITY: NSDL and CDSL.ISIN NO. FOR THE COMPANY’S SECURITY: INE855A01019.

DEMATERIALISATION OF SHARES:

As on March 31, 2012, 24,48,102 Shares representing 96% of total Equity Shares were held in dematerialised form with NSDL and CDSL.

Member can hold shares in electronic form and trade the same in Depository System. However, they can hold the same in physical form also.

GENERAL BODY MEETINGS:

The last three Annual General Meetings were held as under:

Financial Year ended Date Time Venue31.03.2009 19.09.2009 12.15 P.M. Maharashtra Chamber of Commerce Trust, Oricon

House, 6th Floor, 12, K. Dubhash Marg, Fort, Mumbai 400 001.

31.03.2010 18.09.2010 11.45 A.M. - As above -31.03.2011 12.08.2011 12.15 P.M. - As above -

All the matters as set out in the respective notices were passed by the Shareholders. No special resolution was required to be put through postal ballot last year.


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MEANS OF COMMUNICATION:

Quarterly results are published in prominent daily newspapers.

The Company has its own website and all the vital information relating to the Company and its products are displayed on the web site. Address of the website is www.bradys.in

SHAREHOLDING PATTERN AS ON MARCH 31, 2012:

Category No. of shares held % of shareholdingPromoters 20,78,540 81.51Private Bodies Corporate 58,115 2.28Indian Public 3,77,750 14.81NRI/OCBs 35,595 1.40Total 25,50,000 100.00

DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2012:

No. of Equity Shares held No. of Shareholders No. of Shares % of Equity CapitalUpto 5000 1177 1,13,502 4.455001-10000 71 52,484 2.0610001-20000 34 50,151 1.9720001-30000 11 26,517 1.0330001-40000 9 32,032 1.2640001-50000 2 9,307 0.3750001-100000 10 83,124 3.26100001 & above 8 21,82,883 85.60Total 1,322 25,50,000 100.00

ADDRESS FOR CORRESPONDENCE:

Mr. Rajender K. SharmaCompliance Officer

W. H. BRADY & COMPANY LIMITEDBrady House,12-14, Veer Nariman Road,Fort, Mumbai - 400 001E-mail: [email protected] No. 22048361-5


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SECRETARIAL COMPLIANCE CERTIFICATE COMPANY CIN : L17110MH1913PLC000367

AUTHORISED SHARE CAPITAL: ` 5,00,00,000/-

PAID UP SHARE CAPITAL: ` 2,55,00,000/-

The Members,M/s. W.H.BRADY & COMPANY LIMITEDBrady House,12/14, Veer Nariman Road,Mumbai - 400 001.

We have examined the registers, records, books and papers of M/s. W.H.BRADY & COMPANY LIMITED (the Company) as required to be maintained under the Companies Act, 1956, (the Act) and the rules made there under and also the provisions contained in the Memorandum and Articles of Association of the Company for the year ended on MARCH 31, 2012. In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the Company and its officers, we certify that in respect of the aforesaid financial year:

1. The Company has kept and maintained all registers as stated in ANNEXURE - ‘A’ to this certificate, as per the provisions and the rules made there under and all entries therein have been duly recorded.

2. The Company has duly filed the forms and returns as required with the Registrar of Companies or other authorities as prescribed under the Act and the rules made hereunder wherever applicable AS PER ANNEXURE – ‘B’.

3. The Company being a Public Limited Company, Comments not required.

4. The Board of Directors duly met 4 [Four] times during the aforesaid Financial Year i.e. on 24.06.2011, 12.08.2011, 11.11.2011 and 23.01.2012 and in respect of each meeting proper notices were given and proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

5. The Company closed its Register of Members during the financial year.

6. The Company held its Annual General Meeting during the year in time i.e. on 12th August, 2011 and in respect of which proper notice was given and proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

7. No Extra Ordinary General Meeting was held during the financial year.

8. The Company has not given or advanced any amount as defined in Section 295 of the Companies Act, 1956.

9. The Company has entered into contracts falling within the purview of Section 297 of the Act and necessary compliances of the Act have been made.

10. The Company has made necessary entries in the register maintained under Section 301 of the Companies Act, 1956.

11. As there were no instances falling within the purview of Section 314 of the Act, the Company has not obtained any approval from the Board of Directors, Members or Central Government.

12. The Company has not issued duplicate Share certificates during the financial year under scrutiny.

13. The Company has:

i. delivered all the certificates on allotment of Shares in accordance with the provisions of the Companies Act, 1956.

ii. transferred the dividend to a separate account within the stipulated period of five days.

iii. duly complied with the requirements of Section 217 of the Act.

iv. other clauses are not applicable.

14. The Board of Directors of the Company is duly constituted.

15. There was no appointment of Managing Director / Whole Time Director / Manager during the financial year.


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16. The Company has not appointed any Sole Selling Agents during the financial year.

17. The Company was not required to obtain any approvals of the Company Law Board, Regional Director, Registrar and / or such authorities prescribed under the various provisions of the Act during the financial year.

18. The Directors have disclosed their interest in other firms / companies to the Board of Directors pursuant to the provisions of the Act and the rules made there under.

19. The Company has not issued Equity Shares during the financial year.

20. The Company has not bought back any shares during the financial year.

21. The Company has not issued any preference shares/debentures and hence the question of redemption of preference shares/debentures does not arise during the financial year under review.

22. There were no transactions necessitating the Company to keep in abeyance the rights of dividend, right shares and bonus shares pending registration of transfer of shares.

23. The Company has not invited / accepted any deposits including any unsecured loans falling within the purview of Section 58A during the financial year.

24. The Company has complied with the provisions of 293 (1) (d) of the Act.

25. The Company has complied with the provisions of 372A of the Act.

26. The Company has not altered the provisions of the Memorandum with respect to situation of the Company’s registered office from the one state to another during the year under scrutiny.

27. The Company has not altered the provisions of the Memorandum with respect to the Objects of the Company during the year under scrutiny.

28. The Company has not altered the provisions of the Memorandum with respect to Name of the company during the year under scrutiny.

29. The Company has not altered the provisions of the Memorandum with respect to Share Capital of the company during the year under scrutiny.

30. The Company has not altered its Articles of Association during the year.

31. There was no prosecution initiated against or show cause notices received by the Company and no fines or penalties or any other punishment was imposed on the Company during the financial year, for offences under the Act.

32. The Company has not received any money as security from its employees during the financial year.

33. The Company is regular in payment of Provident Fund Dues.

For GMJ & ASSOCIATES

COMPANY SECRETARIES

Sd/-

SONIA CHETTIARPARTNERACS : 27582 COP : 10130

Place: Mumbai.Date: August 4, 2012.

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ANNEXURE - ‘A’ TO THE SECRETARIAL COMPLIANCE CERTIFICATEName of the Company : M/s. W.H.BRADY & COMPANY LIMITED.

DETAILS OF REGISTERS MAINTAINED:Sr. No. Section Number Name of Register1. 108 Share Transfer Register2. 150 Register of Members3. 193 Minutes of all meetings of Board of Directors4. 193(1) Minutes of General Meetings5. 301 Register of Contracts6. 303 Register of Directors7. 125 Register of Charge8. 307 Register of Directors’ Shareholding

ANNEXURE - ‘B’ TO THE SECRETARIAL COMPLIANCE CERTIFICATEName of the Company: M/s. W.H. BRADY & COMPANY LIMITED.

DETAILS OF FORMS FILED WITH THE REGISTRAR OF COMPANIES:Sr.No.

Document/ Under Section Filed on Whether filed in time

Whether additional fee paid

1. Annual Return U/s. 159. 05.10.2011 Yes No2. Balance Sheet U/s. 210 in XBRL Mode 17.12.2011 Yes No3. Secretarial Compliance Certificate U/s. 383A. 24.08.2011 Yes No4. Form 8 u/s. 125 24.06.2011 Yes No5. Form 1INV 20.09.2011 NA NA6. Form 17 u/s. 125 21.02.2012 Yes No7. Form 32 u/s. 257, 260 23.02.2012 Yes No8. Form 17 u/s. 125 26.03.2012 Yes No

For GMJ & ASSOCIATESCOMPANY SECRETARIES

Sd/-

SONIA CHETTIARPARTNERACS : 27582 COP : 10130



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AUDITORS’ REPORTTo the members of W. H. Brady & Co. Ltd.

(1) We have audited the attached Balance Sheet of W. H. Brady & Co. Ltd. as at 31st March 2012, the Profit & Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these Financial Statements based on our audit.

(2) We conducted our audit in accordance with Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Financial Statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

(3) As required by the Companies (Auditor’s Report) Order 2003 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956 as amended upto date we enclose in the annexure a statement on matters specified therein.

(4) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

(5) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of such books.

(6) The Balance Sheet and Profit & Loss Account dealt with by this Report are in agreement with the books of accounts.

(7) In our opinion the Profit & Loss Account and Balance Sheet dealt with by this report comply with the Accounting Standards as required under Section 211(3C) of the Companies Act, 1956.

(8) On the basis of written representations received from the Directors, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2012 from being appointed as Directors in terms of Clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

(9) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read with notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the Accounting Principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012

(ii) in the case of the Profit & Loss Account, of the profit for the year ended on that date, and

(iii) in the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

FOR AND ON BEHALF OFC. L. DALAL & CO.,

CHARTERED ACCOUNTANTS

Sd/-(R. C. JAIN)

PARTNERPlace : Mumbai Membership No.5180Date : 4th August, 2012 Firm Regn.No.102026W

14


ANNEXURE TO THE AUDITORS’ REPORTAnnexure referred to in paragraph 3 of the Auditors’ Report to the members of W.H. BRADY & CO. LTD. on the accounts for the year ended 31st March, 2012.

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of Fixed Assets.

(b) All the fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

(c) During the year, the Company has not disposed off any major part of Plant & Machinery that would affect the going concern status of the Company.

(ii) (a) The Inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventories. The discrepancies noticed on verification between physical stock and book stock were not material.

(iii) (a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act., except interest bearing unsecured loan to its subsidiary company of ` 237.60 lacs which has been repaid during the year.

(b) The rate of interest and other terms and conditions of the above in our opinion, are prima facie not prejudicial to the interest of the Company.

(c) There are no stipulations as to repayment of loan and interest

(d) As there are no stipulations as to repayment of the loan, the requirement of clause (iii) (2) of para 4 is not applicable.

(e) The Company has not taken any unsecured loan from persons listed in the Register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act, have been entered in the register required to be maintained under that section, and

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements in respect of its subsidiary company during the year have been made at prices based on the policy laid down and mutually agreed upon for marketing of its products as in past. However, the reasonableness of such prices cannot be evaluated having regard to prevailing market rates at the relevant time. Regarding the transactions for reimbursement of expenses to the subsidiary the reasonableness of the prices cannot be evaluated having regard to prevailing market rates as no such transactions have been entered with other parties.

(vi) According to the information and explanations given to us the Company has not accepted deposits form the public and hence, the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA or any other relevant provisions of the Act, and the rules framed there under, are not applicable to the Company.

(vii) In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

(viii) Maintenance of cost record under section 209(1)(d) of the Companies act, 1956 is not applicable to the Company.

(ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales Tax, Wealth tax, Service Tax, Custom duty, Excise duty, Cess and any other statutory dues applicable to it.


15

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income-tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess were in arrears, as at March 31, 2012 for a period of more than six months from the date they became payable.

(c) On the basis of our examination of the documents and records, disputed dues outstanding of Income-Tax/ Sales Tax/ Wealth Tax/ Service Tax/ Custom duty/ Excise duty / Cess which have not been deposited with the appropriate authorities are as under:

Name of the Statute ` in Lacs Forum where disputes pendingIncome Tax Act 8.93 Appeal order effect pending before Assessing Officer.

13.43 Appeal order pending before assessing officer.Total 22.36

Sales Tax Act 1.68 Before Sales Tax Authority, Kolkata5.14 Before 1st Appellate Authority, Kolkata2.47 Before Sales Tax Appellate Tribunal, Kolkata

Total 9.29

(x) In our opinion the Company has no accumulated losses and the Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year also.

(xi) In our opinion, and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

(xii) In our opinion the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hence, maintenance of records is not applicable.

(xiii) In our opinion, the Company is not a chit fund or nidhi mutual benefit fund / society and therefore, the provisions of clause 4(xiii) of the Order are not applicable to the company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other securities and accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the company.

(xv) In our opinion, the Company has not given guarantees for loans taken by others.

(xvi) In our opinion, the term loan raised during the year has been applied for the purpose for which the same was obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet and cash flow statement of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii) According to the information and explanation given to us, the company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under Section 301 of the Act and therefore, the provisions of clause 4(xviii) of the Order are not applicable to the Company.

(xix) According to the information and explanations given to us, the Company has not issued any debenture and therefore, the provisions of clause 4(xix) of the Order are not applicable to the Company.

(xx) According to the information and explanations given to us, the provisions of clause 4(xx) of the Order with regard to end use of money raised on public issues are not applicable to the Company.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year under review.

FOR AND ON BEHALF OFC. L. DALAL & CO.,

CHARTERED ACCOUNTANTS

Sd/-(R. C. JAIN)

PARTNERPlace : Mumbai Membership No.5180Date : 4th August, 2012 Firm Regn.No.102026W

16


BALANCE SHEET AS AT 31ST MARCH, 2012 (` in Lacs)

Note As at 31st March, 2012 As at 31st March, 2011EQUITY AND LIABILITIES

Shareholders’ FundsShare Capital 1 255.00 255.00 Reserves and Surplus 2 4,793.30 4,835.32

5,048.30 5,090.32 Non - Current Liabilities

Long Term Borrowings 3 1,642.21 802.44 Other Long Term Liabilities 5 46.68 62.04 Long Term Provisions 6 4.48 1.83

1,693.37 866.31 Current Liabilities

Short Term Borrowings 7 218.59 236.21 Trade Payables 8 29.20 17.70 Other Current Liabilities 9 379.88 199.99 Short Term Provisions 10 194.33 135.23

822.00 589.13 TOTAL 7,563.67 6,545.76

ASSETSNon - current assets

Fixed AssetsTangible Assets 11 4,731.25 4,989.67 Intangible Assets 11 - - Capital Work-in-Progress 12 - 36.29 Intangible Assets under Development 13 1.36 1.36

4,732.61 5,027.32 Non - Current investments 14 44.28 44.28 Deferred Tax Assets (net) 4 11.18 5.16 Long Term Loans and Advances 15 17.85 18.21 Other Non Current Assets 16 44.38 47.39

117.70 115.04 Current Assets

Current investments 17 750.50 - Inventories 18 94.23 66.38 Trade Receivables 19 155.48 334.87 Cash and Bank Balances 20 236.75 37.57 Short Term Loans and Advances 21 1,290.15 835.12 Other Current Assets 22 186.25 129.45

2,713.36 1,403.39 TOTAL 7,563.67 6,545.76

Significant Accounting Policies Notes on Financial Statements 1 to 40

The above Balance Sheet & relevant notes are authenticated by us

As per our attached Report of even dateFor and on behalf of For and on behalf of the Board C. L. DALAL & COChartered Accountants Pavan G. Morarka Chairman & Managing Director

R. C. JAIN K. D. Shah Director Partner

Mumbai : 4th August, 2012 Mumbai : 4th August, 2012


17

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2012 (` in Lacs)

Note 2011-12 2010-11

INCOMERevenue from Operations 23 1,839.55 1,841.33

Other Income 24 118.26 72.94

Total Revenue 1,957.81 1,914.27

EXPENDITUREPurchases of Stock-in-Trade 25 826.77 873.49

Changes in Inventories of Finished Goods, Work-in-Progress and Stock-in-Trade 26 (28.37) 15.85

798.40 889.33

Employee Benefits Expenses 27 206.32 180.69

Finance Costs 28 127.08 87.52

Depreciation and Amortization Expenses 29 82.83 53.16

Other Expenses 30 387.41 524.63

Total Expenses 1,602.04 1,735.34

Profit/(Loss) before exceptional and extraordinary items and tax 355.77 178.93

Exceptional Items 31 92.21 -

Profit/(Loss) before tax 263.56 178.93

Tax ExpensesCurrent tax 52.35 32.85

Wealth tax 0.13 0.36

Deferred tax (6.03) 2.74

46.45 35.95

Profit/(Loss) after tax 217.11 142.98

Prior Years’ Adjustments 32 1.95 2.69

Profit/(Loss) for the year 215.16 140.29

Earning per equity share 33

Basic & Diluted 8.51 5.61

Significant Accounting Policies

Notes on Financial Statements 1 to 40

The above Profit & Loss Account & relevant notes are authenticated by us




18


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2012 (` in Lacs)

As at 31st March, 2012 As at 31st March, 2011

CASH FLOW FROM OPERATING ACTIVITIES

Profit before taxation 263.56 178.93

Adjustments for:

Depreciation and amortization expense 82.84 53.16

Extraordinary Items 92.21 -

( Profit)/Loss on sale / discarding of Fixed Assets (106.98) 2.99

( Profit)/Loss on sale of Investment/Fixed Assets 4.17 (19.09)

Interest received (6.91) (21.61)

Dividends received (2.05) (29.22)

Income from Rent & Compensation (773.45) (720.90)

Gratuity & Leave Provision 5.50 6.43

Interest expenses 127.08 87.52

(577.59) (640.71)

(314.03) (461.79)

(Increase)/ decrease in trade and other receivables 180.45 (99.13)

(Increase)/ decrease in inventories (27.85) 16.27

Increase/ (decrease) in trade payables 32.42 (71.41)

185.02 (154.27)

(129.01) (616.06)

Interest Paid (127.08) (87.52)

Income taxes paid (56.63) (43.86)

Net cash from operating activities (312.72) (747.44)

Prior Period Items (Net) (1.95) (2.69)

Net cash from operating activities (314.67) (750.13)

CASH FLOW FROM INVESTING ACTIVITIES

Purchase of property, plant and equipment (98.35) (214.87)

Proceeds from sale of property, plant and equipment 168.24 1.11

Purchase of investments (750.50) -

Proceeds from sale of investments - 19.53

Loans & Advances (511.47) (78.72)

Income from Rent & Compensation 773.45 720.90

Interest received 2.07 0.44

Dividend received 2.05 29.22

Net cash from investing activities (414.50) 477.61


19

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2012 (` in Lacs)


CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from long term borrowings 1,100.00 -

Proceeds from short term borrowings 95.55 -

Proceeds of finance lease obligation 86.46 -

Repayment of long term borrowings (263.96) 202.87

Repayment of short term borrowings (20.03) 26.70

Repayment of finance lease obligation (9.96) -

Dividend paid (39.83) (40.12)

Net cash from financing activities 948.23 189.44

Net increase/(decrease) in cash and cash equivalents 219.06 (83.09)

Cash & Cash equivalent

At the beginning

Cash & Bank balances 37.11 36.81

Bank Overdraft (230.96) (147.57)

(193.85) (110.77)

At the end of the year



25.21 (193.85)

Increase (decrease) in Cash & Cash equivalent 219.06 (83.09)

Cash and Cash equivalent represents Cash and Bank Balances and Overdrafts.




20


SIGNIFICANT ACCOUNTING POLICIES1 BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The Company follows the Mercantile System of Accounting and the accounts have been prepared on historical cost convention. The Financial Statements are prepared in accordance with the accounting standards specified in the Companies(Accounting Standards)Rules, 2006 notified by the Central Government in terms of section 211(3C) of the Companies Act,1956.

2 FIXED ASSETS AND DEPRECIATION

a Fixed Assets are stated at cost except Brady House at Mumbai, which is revalued on the basis of the market value as at 1st November 2006 as certified by an approved valuer. Interest paid on loans taken for acquisition of Fixed Assets is capitalized upto the date of installation / put to use.

b Depreciation is provided on Written Down Value Method at the rates prescribed under Schedule XIV to the Companies Act, 1956 as amended. As stated in Para 11.2 to Note 11, depreciation relating to increase in the value of Brady House on account of revaluation is not charged to Profit & Loss Account but charged to Revaluation Reserve.

3 FOREIGN CURRENCY TRANSACTIONS

All assets and liabilities remaining unsettled at the year-end are translated at the closing exchange rate. Any income or expenses on account of exchange difference either on settlement or on translation is recognized in the relevant head of the Profit & Loss account except in case where they relate to acquisition of Fixed Assets in which case they are adjusted in the carrying cost of such assets/capital work in progress and the relevant loan account.

4 INVESTMENTS

a Quoted Investments are stated at book value based on market value as at 31.03.1995 as per practice followed. Investments acquired upto 31.03.1995 are stated at book value except in a case where shares are cancelled, the same are taken at face value and those acquired after 31.03.1995, at cost in conformity with Accounting Standard (AS) 13 “Accounting for Investments” issued by the Institute of Chartered Accountants of India.

b Unquoted Investments in the Shares which have no realizable value are stated at token value of Re.1 each by writing down the value of the Investments. However other Investments are stated at cost.

5 INVENTORIES

These are valued as under : -

i Finished goods

ii Trading Stock in Process

iii Stores, Spares and Loose Tools

iv Goods in transit

v Trading Goods

At lower of cost or net realizable value

6 REVENUE RECOGNITION

Revenue is recognized only when it can be reliably measured and it is reasonable to expect ultimate collection. Revenue from operations includes sale of goods, services, commission & rent. Dividend income is recognized when right to receive is established. Interest income is recognized on time proportion basis taking into account the amount outstanding and rate applicable.

7 EMPLOYEE BENEFITS

a Contribution for incremental liability of Gratuity to approved gratuity fund is accounted on the basis of actuarial valuation.

b The liability in respect of unavailed privilege leave of employees is accounted on the basis of Actuarial valuation Certificate.


21

8 PROVISION FOR CURRENT AND DEFERRED TAX

Tax on Income taxes are accounted for in accordance with Accounting Standard 22 on “Accounting for Taxes on Income”, AS (22) issued by The Institute of Chartered Accountants of India. Tax expenses comprise both, current & deferred tax. Current tax is measured at the amount expected to be paid to / recovered from the tax authorities using the applicable tax rates. Deferred tax assets and liabilities are recognized for future tax consequences attributable to timing differences between taxable income and accounting income that are capable of reversal in one or more subsequent periods and are measured using enacted tax rates.

9 PROVISIONS & CONTINGENT LIABILITIES

Provisions are recognized for present obligation of uncertain timing or amount as a result of a past event where a reliable estimate can be made and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation. Where it is not possible that an outflow or resources embodying economic benefits will be required or the amount cannot be estimated reliably, the obligation is disclosed as contingent liability, unless the probability of outflow or resources embodying economic benefits is remote.

Possible obligations whose existence will only be confirmed by the occurrence or non-occurrence of one or more uncertain events are also disclosed as contingent liabilities unless the probability of outflow of resources embodying economic benefit is remote.

Contingent Liabilities are not provided for and are disclosed by way of Notes.

22


NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 20121 SHARE CAPITAL (` in Lacs)

As at 31st March, 2012 As at 31st March, 2011 Authorised Share Capital5000000 Equity shares of ` 10 /- each 500.00 500.00 Issued, Subscribed and Paid up2550000 Equity shares of ` 10 /- each 255.00 255.00 TOTAL 255.00 255.00

1.1 850000 (850000) Shares out of the issued, subscribed and paid up share capital were allotted as Bonus Shares in the last five years out of Profit & Loss account.

1.2 The Details of Equity Shareholders holding more than 5% shares:Name of the Shareholder No. of

Shares % held No. of

Shares % held

a Shivum Holding Pvt Ltd 1,005,750 39.44 1,005,750 39.44 b Pavan G Morarka 782,443 30.68 782,443 30.68 c Gunjan Properties Pvt Ltd 192,945 7.57 192,945 7.57

1.3 The reconciliation of the number of shares outstanding is set out below:Particulars No. of

SharesNo. of

SharesEquity Shares at the beginning of the year 2,550,000 2,550,000 Add:- Issued during the year - - Less:- Bought back during the year - - Equity Shares at the end of the year 2,550,000 2,550,000

2 RESERVES AND SURPLUS (` in Lacs) As at 31st March, 2012 As at 31st March, 2011

Revaluation ReserveAs per last Balance Sheet 4,190.61 4,411.13 Less: Transferred to Profit & Loss Account 209.50 220.52

3,981.11 4,190.61 General ReserveAs per last Balance Sheet 63.00 55.00 Add: Transferred from Profit & Loss Account 11.00 8.00

74.00 63.00 Profit & Loss AccountAs per last Balance Sheet 581.72 492.57 Add: Profit for the year 215.16 137.12 Excess Provision for Dividend Tax w/off 0.14 - Excess Provision for Wealth Tax w/off 0.16 -

797.18 629.69 Less: Appropriations Short Provision for Income Tax for previous years 2.09 - Transferred to General Reserve 11.00 8.00 Proposed Dividend on Equity Shares 38.25 38.25 Tax on Dividend 7.65 1.73

738.19 581.72 TOTAL 4,793.30 4,835.32


23

3 LONG TERM BORROWINGS (` in Lacs) As at

31st March, 2012 As at

31st March, 2011 Secured Loans

Term Loans - from Banks 1,084.24 376.59 - from Others - - Long term maturities of finance lease obligations 68.74 8.64

1,152.98 385.23 Unsecured Loans

Deposits 489.23 417.21 489.23 417.21

TOTAL 1,642.21 802.44

3.1 Details of security for secured loansTerm Loans From Banks1 Secured by extension of First Charge by Equitable mortgage

by deposit of title deeds of the Company’s property at Mumbai. (Limit sanctioned ` 200 Lacs)

- 95.71

2 Secured by First Charge by Equitable mortgage of Flat on ownership basis in Co-op. Housing Society. (Limit sanctioned ` 50 Lacs)

- 21.89

3 Secured by extension of 1st Pari Pasu charge by way of Equitable mortgage on the Company’s property at Mumbai. (Limit sanctioned ` 275 Lacs)

102.80 171.55

4 Secured by extension of 1st Pari Pasu charge by way of Equitable mortgage on the Company’s property at Mumbai. (Limit sanctioned ` 100 Lacs)

62.43 87.44

5 Secured by way of Equitable mortgage on the Company’s Property given on Rent and assignment of future Rent receivables. (Limit sanctioned ` 1100 Lacs)

919.01 -

Finance lease obligationsSecured by Hypothecation of Vehicles 68.74 8.64

3.2 Loans have been further guaranteed by Chairman & Managing Director

Term Loans - from Banks 1,084.25 376.59 - from Others - -

3.3 Terms of repayment of term loans and others1 Repayable over a period of 84 months in equal installments

commencing from 1st September, 2007, covering the principal amount and interest as stipulated. Balance amount fully paid in current year.

- 95.71

2 Repayable over a period of 84 months from the date of disbursement in monthly installments covering the principal amount and interest Balance amount fully paid in current year.

- 21.89

3 Repayable over a period of 16 quarterly equal installments commencing from 15th October, 2010, covering the principal amount and interest is payable monthly with yearly rests.

102.80 171.55

4 Repayable over a period of 16 quarterly equal installments commencing from 2nd November, 2011, covering the principal amount and interest is payable monthly with yearly rests.

62.43 87.44

5 Repayable over a period of 60 equated monthly installments commencing from 21st March, 2012 covering the principal amount and interest.

919.01 -

24


3.4 Maturity Profile of Secured Loans from Banks are as set out below :Maturity Profile1-2 years 285.37 2-3 years 277.66 3-4 years 261.85 Beyond 4 years 259.36

4 DEFERRED TAX LIABILITY / ASSETS (` in Lacs) As at


31st March, 2011 Deferred tax liability

On account of depreciation on fixed assets - - On account of timing differences in recognition of expenditure - -

- - Deferred tax asset

On difference between book depreciation and depreciation under Income Tax Act, 1961 9.33 3.66 On Long Term Capital Loss 1.73 - On expenditure under sec 43B of the Income Tax Act, 1961 0.12 1.49

11.18 5.16 TOTAL 11.18 5.16

5 OTHER LONG TERM LIABILITIES (` in Lacs) As at


31st March, 2011 Trade Payables 24.93 42.68 Others 21.75 19.36 TOTAL 46.68 62.04

5.1 Company has not received any information from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, under said Act have not been made.

5.2 Confirmations for debit & credit balances have been verified to the extent the same are available.

6 LONG TERM PROVISIONS (` in Lacs) As at


31st March, 2011 Provisions for employee benefits 4.48 1.83 Others - - TOTAL 4.48 1.83

7 SHORT TERM BORROWINGS (` in Lacs) As at



Loans repayable on demand - from banks 209.84 230.96 - from others - -

209.84 230.96 Unsecured Loans

Deposits 8.75 5.25 8.75 5.25

TOTAL 218.59 236.21


25

7.1 Details of security for secured loans from BanksCash Credit (Secured by hypothecation of all the stocks, book debts and movable machinery) (The above Cash Credit alongwith the other facilities of inland / foreign letter of credit and Guarantees aggregating to ` 530.00 Lacs (Previous year ` 430.00 Lacs) are further secured by way of deposit of title deeds in respect of company’s property at Brady House Mumbai.

209.84 230.96

7.2 Loans have been further guaranteed by Chairman & Managing DirectorLoans repayable on demand - from banks 209.84 230.96 - from others - -

8 TRADE PAYABLES (` in Lacs) As at


31st March, 2011 To Micro, Small and Medium Enterprises - - Others 29.20 17.70

TOTAL 29.20 17.70

8.1 Company has not received any information from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, under said Act have not been made.


9 OTHER CURRENT LIABILITIES (` in Lacs) As at


31st March, 2011 Current maturities of long term debt (Refer note no. 3) 261.72 115.50 Current maturities of finance lease obligations (Refer note no. 3) 20.41 4.01 Interest accrued but not due on borrowings 3.75 0.13 Interest accrued and due on borrowings 2.91 1.88 Unpaid dividends 4.48 3.33 Other payables 86.61 75.15 TOTAL 379.88 199.99

9.1 Other payables includeAdvances from Customers 26.01 31.16 Non Trade Creditors Payable 36.80 18.46 Statutory Dues 8.46 14.41 Outstanding Liabilities for Expenses 15.34 11.12

86.61 75.15

10 SHORT TERM PROVISIONS (` in Lacs) As at


31st March, 2011 Provision for employee benefits 11.24 10.22 Others 183.09 125.01 TOTAL 194.33 135.23

10.1 Others includeProvision for taxation 134.14 81.78 Provision for wealth tax 0.13 0.36 Proposed dividend 38.25 38.25 Provision for tax on proposed dividend 7.65 1.73 Others 2.92 2.89

183.09 125.01

26

W.H.BRADY & CO. LIMITED11

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27

12 CAPITAL WORK-IN-PROGRESS (` in Lacs)As at

31st March, 2012As at

31st March, 2011

Plant and Machinery - - Building under Construction / Repairs - 36.29

- 36.29 Less:Provision for impairment - - TOTAL - 36.29

12.1 Deductions from Capital Work in Progress represents transfer to relative Fixed Assets / Expenses on Completion / Installation.

13 INTANGIBLE ASSETS UNDER DEVELOPMENT (` in Lacs)As at


31st March, 2011Computer Software - - Web Site Development 1.36 1.36 TOTAL 1.36 1.36

14 NON CURRENT INVESTMENT (` in Lacs)As at


31st March, 2011Investments in Equity Shares

SubsidiariesQuoted, fully paid up1798151 Shares (Previous Year 1798151 shares) of ` 10/- each of Brady & Morris Engineering Co. Ltd.

25.94 25.94

AssociatesUnquoted, fully paid up40000 Shares (inclusive of 30000 Bonus shares) of ` 10/- each of Brady Services Private Ltd.

1.00 1.00

30000 Shares of ` 10/- each of Brady Air Ltd. (Formerly known as Brady Satlink Ltd)

3.00 3.00

2500 Shares of ` 10/- each of Brady Telesoft Pvt. Ltd. 0.25 0.25 50000 Shares of ` 10/- each of Brady Estates Pvt. Ltd. (Formerly known as Brady Futures Pvt. Ltd.)

5.00 5.00

9.25 9.25 OthersQuoted, fully paid up10 Shares of ` 10/- each of Kothari Sugar & Allied Industries Ltd. 0.00 0.00 (Investment of ` 100/- appearing in the books)5000 Shares of ` 10/- each of Industrial Investment Trust Ltd. 3.38 3.38 3500 Shares of ` 10/- each of Bank of Baroda 2.97 2.97

6.35 6.35

28


Unquoted, fully paid up5735 Shares of ` 12.50/- each of The Ganesh Flour Mills Co.Ltd. 0.00 0.00 (Investment of ` 1/- appearing in the books)13260 Shares of ` 10/- each of G. Claridge & Co. Ltd. 2.74 2.74

2.74 2.74 TOTAL NON CURRENT INVESTMENT 44.28 44.28

Aggregate amount of quoted investments 32.29 32.29 Market Value of quoted investments 1,032.86 1,582.99 Aggregate amount of unquoted investments 11.99 11.99

14.1 The following investments have not been carried at cost:The Ganesh Flour Mills Co.Ltd.Kothari Sugar & Allied Industries Ltd.

15 LONG TERM LOANS AND ADVANCES (` in Lacs)

As at 31st March, 2012


Security Deposits 13.34 18.19

Advances to Creditors 4.51 0.02

TOTAL 17.85 18.21

15.1 Secured, considered good - -

Unsecured, considered good 17.85 18.21

Doubtful - -

TOTAL 17.85 18.21

16 OTHER NON CURRENT ASSETS (` in Lacs)



Long Term Trade Receivables 44.38 47.39

Others - -

TOTAL 44.38 47.39



Doubtful - -

TOTAL 44.38 47.39



29

17 CURRENT INVESTMENTS (` in Lacs)



Investments in Equity Shares

Joint Ventures

Unquoted, fully paid up

5000 Shares of ` 10/- each of Brady Ikusi Systems Pvt. Ltd. 0.50 -

Total Investments in Equity Shares 0.50 -

Investments in Preference Shares

Subsidiaries

Unquoted, fully paid up

7500000 7% Redeemable Non-Cumulative Non-Convertible Preference Shares (Previous year NIL) of ` 10/- each of Brady & Morris Engineering Co. Ltd.

750.00 -

Total Investments in Preference Shares 750.00 -

TOTAL CURRENT INVESTMENT 750.50 -

Aggregate amount of quoted investments - -

Market Value of quoted investments - -

Aggregate amount of unquoted investments 750.50 -

18 INVENTORIES (` in Lacs)



Trading Goods 94.23 66.38

TOTAL 94.23 66.38

19 TRADE RECEIVABLES (` in Lacs)



Trade receivables exceeding six months 27.55 21.47

others 127.93 313.40

TOTAL 155.48 334.87



Doubtful - -

TOTAL 155.48 334.87


30


20 CASH AND BANK BALANCES (` in Lacs)



Balances with Banks

- in unpaid dividend accounts 4.48 3.33

- in margin money, security for borrowings, guarantees and other commitments 19.18 15.69

- in other accounts 71.12 17.29

Cash on Hand 1.27 1.26

Short Term Fixed Deposits with Banks 140.70 -

TOTAL 236.75 37.57

21 SHORT TERM LOANS AND ADVANCES (` in Lacs)



Loans and advances to related parties 1,292.43 829.52

Others (2.28) 5.60

TOTAL 1,290.15 835.12


Unsecured, considered good 1,290.15 835.12

Doubtful - -

TOTAL 1,290.15 835.12

21.2 Loans and advances to related parties include ` 4.86/- Lacs (Previous Year ` NIL) paid to Brady Ikusi Systems Pvt Ltd towards Joint Venture Share.

22 OTHER CURRENT ASSETS (` in Lacs)



Other Receivables 1.95 -

Prepaid Expenses 4.24 4.26

Income Taxes 180.06 125.19

TOTAL 186.25 129.45


31

23 REVENUE FROM OPERATIONS (` in Lacs) 2011 - 12 2010 - 11

Sale of Trading Goods 918.49 1,006.83 Sale of Services 147.61 113.60 Other Operating Revenues 773.45 720.90

1,839.55 1,841.33 Less:Excise Duty - - TOTAL 1,839.55 1,841.33

23.1 Particulars of sale of productsTrading Goods 918.49 1,006.83

23.2 Sale of Services includesService Income 9.46 22.00 Installation Contract Receipts 25.86 56.24 Commission Income 111.62 36.08

24 OTHER INCOME (` in Lacs) 2011 - 12 2010 - 11

Dividend Income from long term investments 2.05 29.22 Profit on sale of fixed assets 106.98 - Net gain/loss on sale of long term investments - 19.09 Other non operating income 9.23 24.62 TOTAL 118.26 72.94

25 COST OF MATERIAL CONSUMED (` in Lacs) 2011 - 12 2010 - 11

Purchase of Trading GoodsImported 55.01 31.37 Indigenous 771.76 842.12 Consumption of stores and spare parts - - TOTAL 826.77 873.49

26 CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND STOCK-IN-TRADE (` in Lacs)

2011 - 12 2010 - 11

Stocks at the end of the yearTrading goods 94.23 65.86 Less:Stocks at the beginning of the yearTrading goods 65.86 81.71 TOTAL 28.37 (15.85)

27 EMPLOYEE BENEFITS EXPENSES (` in Lacs) 2011 - 12 2010 - 11

Salaries and Wages 167.23 142.44 Contribution to provident and other funds 10.00 10.70 Remuneration to Managing Director 23.82 21.80 Staff welfare expenses 5.27 5.75 TOTAL 206.32 180.69

32


27.1 REMUNERATION TO MANAGING DIRECTOR INCLUDESSalary 18.00 15.90 House Rent Allowance 3.00 2.85 Contribution to Provident Fund 2.16 1.91 Medical 0.54 1.09 Personal Accident Insurance 0.12 0.05 TOTAL 23.82 21.80

27.2 a) The Accounting Standard – 15 on ‘Employee benefit’ prescribed by the Central Government, has become applicable to the company from 1st April, 2008. In accordance with provisions of Accounting Standard (AS-15), the liability for privilege leave at the year end has been actuarially ascertained at ` 11.24/- Lacs against which the provision of ` 10.22/- Lacs was held upto 31.03.2011. Accordingly a sum of ` 1.02/- Lacs has been provided during the year.

b) Details of Employee Benefits as required by the Accounting Standard -15 “Employee Benefits” are as follows:

1. Defined Contribution Plans ` in Lacs

During the year ended 31st March 2012, the company has recognized the following amounts in the profit loss account:

- Contribution to Provident Fund and Family Pension Fund. 6.13

The above amounts are included in ‘Contribution to Provident Fund’ and other funds’ under ‘Employee Benefits Expenses in Note 27

2. Defined Benefit Plan (Funded)a. A general description of the Employees Benefit Plan:

The company has an obligation towards gratuity, a funded benefit retirement plan covering eligible employees. The plan provides for lump sum payment to vested employees at retirement/death while in employment or on termination of the employment of an amount equivalent to 15 days salary payable for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service.

b. Details of defined benefit Plan – As per Actuarial Valuation as on 31st March, 2012.

ParticularsI Components of employer expenses ` in Lacs

1 Current Service Cost 13.32

2 Interest Cost 1.37

3 Expected Return on Plan Assets 1.38

4 Actuarial Losses/(Gains) (8.92)

5 Total Expense recognized in the profit & loss account 6.13

(included in ‘Contribution to provident fund, and other funds’ Employee Benefits Expenses in Note 27)

II Actual Return on Plan Assets for the year ended 31st March, 20121 Expected Return on Plan Assets 1.38

2 Actuarial gain/(loss) on Plan Assets (0.09)

3 Actual Return on Plan Assets 1.29

III Net asset/(liability) recognized in the Balance Sheet as at 31st March, 20121 Present Value of Defined Benefit Obligation 21.56

2 Fair Value of Plan Assets 22.28

3 Funded status[Surplus/(Deficit)] 0.72

4 Unrecognized Past service Cost -

5 Net asset/(liability) recognized in the Balance sheet 0.72


33

IV Change in Defined Benefit Obligation during the year ended 31st March, 20121 Present Value of Defined Benefit Obligation as at 1st April, 2011 16.58 2 Current Service Cost 13.32 3 Interest Cost 1.37 4 Curtailment Cost/(Credit) - 5 Settlement Cost/(Credit) - 6 Plan amendments - 7 Acquisitions/ Amalgamations - 8 Actuarial gain/(losses) 8.92 9 Benefits paid (0.80)10 Present Value of Defined Benefit Obligation as at 31st March, 2012 21.56 V Change in Fair Value of Plan Assets during the year ended 31st March, 20121 Plan Assets as at 1st April, 2011 17.30 2 Acquisitions/ Amalgamations - 3 Expected Return on Plan Assets 1.38 4 Actuarial Gains/(losses) (0.09)5 Actual Company Contributions 4.48 6 Benefits paid (0.80)7 Plan Assets as at 31st March 2012 22.288 Total Actuarial Gain/(Loss) to be Recognised (0.09)VI Actuarial Assumptions1 Discount Rate 8.25%2 Rate of Return on plan Assets Prev 8.00%3 Salary Escalation rate 5.00%4 Attretion Rate Previous year 2.00%5 Discount Rate Current 8.50%6 Rate of Return on Plan Assets Current 8.60%7 Salary Escalation Current 5.00%8 Attretion Rate Current year 2.00%VII The expected rate of return on the plan assets is based on the average long term rate of

return expected on investment of the Fund during the estimated term of the obligations. The expected return on plan assets is ` 1.38/- Lacs.

VIII The assumption of the future salary increases, considered in actuarial valuation, takes into account in inflation, seniority, promotion and other relevant factors.

IX The major categories of Plan Assets as a percentage of the total plan assets1 Insurer Managed Funds 22.28 2 Others - 3 Total 22.28 X Category of Assets1 Insurer Managed Funds 22.28 XI Experience Adjustments1 On Plan Liability (gain)/Loss (8.62)2 On Plan asset (Loss)/Gain (0.09)

34


28 FINANCE COSTS (` in Lacs)

2011 - 12 2010 - 11 Interest expense 114.88 85.82

Other borrowing costs 12.20 1.70

TOTAL 127.08 87.52

28.1 Interest expense includes

On Term Loans 63.91 57.30

On working capital 30.49 26.30

on Vehicle Loans 4.25 1.59

on Dealership Deposits 0.28 0.43

on Statutory Dues 0.03 0.22

on Others(Included ` 15.35/- Lacs against future Rent receivable) 15.92 -

29 DEPRECIATION AND AMORTISATION EXPENSES (` in Lacs)

2011 - 12 2010 - 11

Depreciation 292.33 273.68

Less: Transferred from Revaluation Reserve 209.50 220.52

TOTAL 82.83 53.16

30 OTHER EXPENSES (` in Lacs)

2011 - 12 2010 - 11

Power and Fuel 7.77 7.68

Rent 8.22 6.95

Repairs to Buildings 93.75 146.86

Repairs others 17.73 98.10

Insurance 1.51 1.43

Rates and Taxes 2.23 0.63

Payment to Auditors 2.97 3.08

Selling Expenses 36.55 48.72

Directors Travelling 46.49 42.91

Travelling Others 33.14 40.67

Bad Trade Receivables written off 24.43 18.69

Loss on sale of Fixed Asset (net) 4.17 2.99

Donations 0.00 0.01

(Paid ` 400/- (Previous Year ` 650/-))

Legal and Professional Charges 28.20 19.27

Directors Sitting Fees 0.68 0.98

Miscellaneous Expenses 79.55 85.67

TOTAL 387.41 524.63


35

30.1 Payment to Auditors asStatutory Audit Fees 2.50 2.50 Tax Audit Fees 0.08 0.08 Other Services 0.40 0.51 TOTAL 2.97 3.08

30.2 Expenditure in Foreign CurrencyTravelling Expenses 37.58 35.29 Bank Charges 0.01 -

31 DETAILS OF ITEMS OF EXCEPTIONAL AND EXTRAORDINARY NATURE (` in Lacs)

2011 - 12 2010 - 11 ExpenditureWaiver of Amount Recoverable 92.21 - TOTAL 92.21 -

32 PRIOR PERIOD ADJUSTMENTS (` in Lacs) 2011 - 12 2010 - 11

IncomePrior year Income 0.55 0.68 ExpensesShort Provision of Expenses 2.50 3.37 TOTAL 1.95 2.69

33 EARNINGS PER SHARE (EPS) 2011 - 12 2010 - 11

i) Net Profit after tax available for Equity 217.11 142.98 Shareholders (` in Lacs)ii) Weighted Average number of Equity Shares Number of shares at the beginning of the year 2,550,000 2,550,000 Shares issued during the year - - Number of shares outstanding at the end of the year 2,550,000 2,550,000 iii) Basic and Diluted Earning per share (`) 8.51 5.61 iv) Face Value per equity share (`) 10.00 10.00

34 EARNINGS IN FOREIGN EXCHANGE (` in Lacs) 2011 - 12 2010 - 11

Installation Income received 25.86 36.75 Commission received 85.81 -

35 REMITTANCE IN FOREIGN CURRENCY ON ACCOUNT OF DIVIDEND 2011 - 12 2010 - 11

a) Number of Non Resident Shareholders 9 9 b) Number of Equity Shares held by them 30,800 30,800 c) (i) Amount of Dividend Paid (Gross) (` in Lacs) 0.46 0.46 (ii) Tax Deducted at Source - - (iii) Year to which Dividend relates 2010-11 2009-10

36


36 RELATED PARTY DISCLOSURES: (AS-18) A) List of related parties where control exists

Sr. No.

Name of the Related Party Relationship

1 Brady & Morris Engg. Co. Ltd. Subsidiary Company 2 Brady Services Pvt. Ltd. Associates 3 Brady Telesoft Pvt. Ltd. Associates 4 Brady Air Ltd Associates 5 Brady Estates Pvt. Ltd. (Formerly known as Brady Futures Pvt Ltd Associates 6 Global Tradecrackers Ltd Associates 7 Zoeftig Brady AOP of Subsidiary 8 Brady Ikusi Systems Pvt Ltd Joint Venture 9 Mr. Pavan G. Morarka Managing Director

(Key Management Personnel)

B) Transactions during the year with related parties:

(` in Lacs)Sr. No.

Nature of Transactions Subsidiary Co. Associates Joint Venture Key Management

Personnel1 Purchase of Products 703.77 - - -

(681.13) (-) (-) (-) 2 Commission Paid 4.37 - - -

(9.85) (-) (-) (-) 3 Commission Received 27.28 - - -

(33.60) (-) (-) (-) 4 Sale of Products 0.71 - - -

(2.09) (-) (-) (-) 5 Dividend received during the year - 1.40 - -

(27.22) (1.40) (-) (-) 6 Rent Received - - - -

(3.96) (-) (-) (-) 7 Interest Received 4.74 - - -

(19.01) (-) (-) (-) 8 Other reimbursements of expenses 4.02 0.04 - -

(13.76) (0.02) (-) (-) 9 Waiver of Amount Recoverable 92.21 - - -

(-) (-) (-) (-) 10 Outstanding (Payable)/Receivable on

Current A/c 1,287.56 0.06 4.86 - (591.92) (0.02) (-) (-)

11 Outstanding Receivable on Loan A/c - - - - (237.60) (-) (-) (-)

12 Payment to Key Managerial Personnel - - - 23.82 (-) (-) (-) (21.80)

13 Investments 750.00 - 0.50 - (-) (-) (-) (-)

Note:Figures in bracket represents Previous Year’s amount.


37

37 CONTINGENT LIABILITIES AND COMMITMENTS

I Contingent Liabilities

a. Inland Guarantees sanctioned by Bank aggregating to ` 300.00/- Lacs (Previous Year ` 150.00/- Lacs). The outstanding amount is ` 153.75/- Lacs (Previous year ` 114.37/- Lacs), and Inland Letter of Credit sanctioned by Bank aggregating to ` 50.00/- Lacs (Previous year ` 50.00/- Lacs) The Outstanding amount is ` NIL (Previous year ` 5.02/- Lacs) is secured by way of extension of charge on Stock, Book Debts, Hypothecation of Plant & Machinery and Properties as referred to in Note ‘7 ‘ of the Balance Sheet under the heading of Secured Loans from banks-Cash Credit.

b. Claims against the Company by the Income Tax Department on completion of Income Tax Assessments for which appeals filed are pending not acknowledged as Debts ` 22.35/- Lacs (Previous year ` 22.35/- Lacs) against which payment has been made of ` 26.54/- Lacs (Previous year ` 26.54/- Lacs).

c. Claims against the Company by the Sales Tax Department on completion of Sales Tax Assessment for which appeals have been filed, not acknowledged as debts ` 9.28/- Lacs (Previous Year ` 9.28/- Lacs), against which payment of ` 0.27/- Lacs (Previous year ` 0.27/- Lacs) has been made.

d. Claims made by ex-employees of the Company and pending before the appropriate authorities in respect of dues, reinstatement, permanency etc. which are contested by the Company the liability whereof is indeterminate.

II Estimated amount of capital commitments not provided for in the accounts, net of advances aggregate to NIL (Previous year NIL).

38 SEGMENT INFORMATION (AS -17)

The Company is engaged primarily in marketing of material handling equipments, textile machinery and stores etc. Accordingly there are no separate reportable segments as per Accounting Standard – 17 dealing with segment reports.

39 The position as on 31.03.2012 in respect of 20,000 Ordinary Shares of Shree Changdeo Sugar Mills Limited held as securities against the loan given by the Company, continues to be same as reported last year, in as much as the application made u/s 111 of the Companies Act, 1956, against the refusal to transfer the shares in the name of the Company by the said Company is not yet disposed off and the said Company has still not returned these shares on refusal of transfer.

40 The previous year figures have been regrouped / reclassified, wherever necessary to conform to the current year presentation.




38


STATEMENT PURSUANT TO SECTION 212 OF THE COMPANY’S ACT, 1956 RELATING TO SUBSIDIARY COMPANY

(` in Lacs)

Name of Subsidiary Company Brady & Morris Engg. Co. Ltd.

Financial Year of the Subsidiary Co. ended on 31st March, 2012

a) Number of Shares of ` 10/- each in the Subsidiary Company held by W. H. Brady & Co. Ltd. at the above date (Representing 79.92% of Share Capital of the former)

17,98,151

b) The net aggregate amount of the Profit/(Loss) of the Subsidiary Company so far as it concerns the members of W. H. Brady & Co. Ltd. which has not been dealt with in W.H.Brady & Co. Ltd.’s account upto 31st March, 2012 are as fol-lows:

For the year ended 31.03.2012 (226.72)

For the previous years (114.73)

c) The net aggregate amount of the Profits of the Subsidiary Company which are dealt with in W. H. Brady & Co. Ltd’s account upto 31st March, 2012 being the Dividends received are as under:

For the year ended 31.03.2012 NIL

For the previous years 177.99

For and on behalf of the Board

Pavan G. Morarka Chairman & Managing Director

K. D. Shah Director

Mumbai : 4th August, 2012

CONSOLIDATED FINANCIAL STATEMENTS

OF

W.H.BRADY & CO. LTD.


41

AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTSTo the Board of Directors of W. H. BRADy & CO. LTD.

1. We have examined the attached Consolidated Balance Sheet of W. H. Brady & Co. Ltd. and its Subsidiary as at March 31, 2012, the Profit & Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with generally accepted auditing standards in India. These Standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are prepared, in all material respects, in accordance with an identified financial reporting framework and are free of material misstatements. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements. We believe that our audit provides a reasonable basis for our opinion.

3. We report that the consolidated financial statements have been prepared by the Company in accordance with the requirements of Accounting Standard (AS) 21, Consolidated Financial Statements, issued by the Institute of Chartered Accountants of India and on the basis of the separate audited financial statements of the Company and its subsidiary included in the consolidated financial statements.

4. On the basis of information and explanations given to us and on the consideration of the separate audit reports on individual audited financial statements of the Company and its aforesaid subsidiary, we are of the opinion that:

a) The Consolidated Balance Sheet gives a true and fair view of the consolidated state of affairs of the Company as at 31st March, 2012

b) The Consolidated Profit and Loss Account gives a true and fair view of the consolidated results of operations of the Company for the year ended on that date

c) The Consolidated Cash Flow Statement gives a true and fair view of the Cash Flow for the year ended on that date.

FOr And On BehALF OFC. L. DALAL & CO.,

ChArTered ACCOunTAnTS

Sd/-(R. C. JAIN)

PArTnerPlace : Mumbai Membership no.5180Date : 4th August, 2012 Firm regn.no.102026W

42


CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2012 (` in Lacs)

note As at 31st March, 2012 As at 31st March, 2011EQUITy AND LIABILITIES

Shareholders’ FundsShare Capital 1 255.00 255.00 reserves and Surplus 2 4,644.40 4,964.02

4,899.40 5,219.02 Minority Interest 36.93 41.31 Non - Current Liabilities

Long Term Borrowings 3 1,653.59 806.40 deferred Tax Liability (net) 4 - 11.58 Other Long Term Liabilities 5 231.65 232.54 Long Term Provisions 6 8.28 3.90

1,893.52 1,054.42 Current Liabilities

Short Term Borrowings 7 1,180.81 1,738.88 Trade Payables 8 1,347.36 1,919.35 Other Current Liabilities 9 426.23 230.24 Short Term Provisions 10 198.83 155.35

3,153.23 4,043.83 TOTAL 9,983.08 10,358.57

ASSETSNon - current assets

Fixed AssetsTangible Assets 11 6,027.96 6,060.27 Intangible Assets 11 0.15 0.23 Capital Work-in-Progress 12 106.07 264.11 Intangible Assets under development 13 1.36 1.36

6,135.54 6,325.97 non - Current investments 14 24.62 24.62 deferred Tax Assets (net) 4 11.18 - Long Term Loans and Advances 15 28.57 27.17 Other non Current Assets 16 44.39 47.39

108.76 99.18 Current Assets

Current investments 17 0.50 - Inventories 18 1,355.15 1,687.12 Trade Receivables 19 1,393.39 1,151.89 Cash and Bank Balances 20 323.88 115.47 Short Term Loans and Advances 21 386.60 760.08 Other Current Assets 22 279.26 218.87

3,738.78 3,933.42 TOTAL 9,983.08 10,358.57

Significant Accounting Policies notes on Financial Statements 1 to 40

The above Balance Sheet & relevant notes are authenticated by us

As per our attached report of even dateFor and on behalf of For and on behalf of the Board C. L. DALAL & COChartered Accountants Pavan G. Morarka Chairman & Managing director




43

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE yEAR ENDED 31ST MARCH, 2012 (` in Lacs)

note 2011-12 2010-11

INCOMErevenue from Operations 23 4,540.57 3,852.79

Other Income 24 125.66 71.76

Total Revenue 4,666.23 3,924.55

EXPENDITURECost of Materials Consumed 25 2,855.24 2,357.61

Changes in Inventories of Finished Goods, Work-in-Progress and Stock-in-Trade

26 91.36 7.50

2,946.60 2,365.12

employee Benefits expenses 27 563.47 526.21


depreciation and Amortization expenses 29 177.73 148.57

Other expenses 30 742.45 749.52


Profit/(Loss) before exceptional and extraordinary items and tax

(120.59) (99.28)

exceptional Items 31 (80.01) 16.96

Profit/(Loss) before tax (40.58) (116.24)

Tax ExpensesCurrent tax 52.35 32.85

Wealth tax 0.13 0.36

Deferred tax (22.76) 10.87

29.72 44.08

Profit/(Loss) after tax (70.30) (160.32)

Prior Years’ Adjustments 32 1.66 (2.59)

Minority Interest 56.96 54.20

Profit/(Loss) for the year (11.68) (108.71)

earning per equity share 33

Basic & Diluted (2.76) (6.29)

Significant Accounting Policies

notes on Financial Statements 1 to 40

The above Profit & Loss Account & relevant notes are authenticated by us




44


CONSOLIDATED CASH FLOW STATEMENT FOR THE yEAR ENDED 31ST MARCH, 2012 (` in Lacs)


CASH FLOW FROM OPERATING ACTIVITIES

Profit before taxation (36.85) (111.86)

Adjustments for:

depreciation and amortization expense 177.73 148.57

extraordinary Items 92.21 -

( Profit)/Loss on sale / discarding of Fixed Assets (107.44) 3.99

( Profit)/Loss on sale of Investment/Fixed Assets 4.17 (19.09)

Interest received (12.93) (26.31)

Dividends received (3.45) (29.22)

Income from rent & Compensation (773.45) (720.90)

Gratuity & Leave Provision 5.50 6.43

Interest expenses 335.49 222.49

(282.17) (414.04)

(319.02) (525.90)

(Increase)/ decrease in trade and other receivables 607.91 637.86

(Increase)/ decrease in inventories 333.68 (325.45)

Increase/ (decrease) in trade payables (561.91) (517.23)

379.68 (204.82)

60.66 (730.71)

Interest Paid (333.15) (222.49)

Income taxes paid (60.58) (43.86)

net cash from operating activities (333.07) (997.06)

Prior Period Items (net) (1.95) (2.69)

net cash from operating activities (335.02) (999.76)

CASH FLOW FROM INVESTING ACTIVITIES

Purchase of property, plant and equipment (298.73) (515.00)

Proceeds from sale of property, plant and equipment 169.89 14.09

Purchase of investments (750.50) -

Proceeds from sale of investments - 19.53

Loans & Advances (511.47) (78.72)

Income from rent & Compensation 773.45 720.90

Interest received 12.13 5.14

Dividend received 3.45 29.22

net cash from investing activities (601.77) 195.16


45

CONSOLIDATED CASH FLOW STATEMENT FOR THE yEAR ENDED 31ST MARCH, 2012 (` in Lacs)


CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from long term borrowings 1,100.00 -

Proceeds from short term borrowings 95.55 -

Proceeds from issue of Preference Shares 750.00

Proceeds of finance lease obligation 86.46 -

repayment of long term borrowings (796.98) 774.62

repayment of short term borrowings (20.03) 26.70

repayment of finance lease obligation (9.96) -

dividend paid (39.96) (79.61)

net cash from financing activities 1,165.08 721.71

Net increase/(decrease) in cash and cash equivalents 228.29 (82.89)


At the beginning



(115.95) (33.07)




112.34 (115.95)

Increase (decrease) in Cash & Cash equivalent 228.29 (82.89)





46


SIGNIFICANT ACCOUNTING POLICIES1 BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The Company follows the Mercantile System of Accounting and the accounts has been prepared on historical cost convention. The Financial Statements are prepared in accordance with the accounting standards specified in the Companies (Accounting Standards) rules, 2006 notified by the Central Government in terms of section 211(3C) of the Companies Act,1956.

2 PRINCIPLES OF CONSOLIDATION

The consolidated financial statements relate to W. h. Brady & Co. Ltd. (the Parent Company), and its subsidiary, Brady & Morris engg. Co. Ltd., incorporated in India. W. h. Brady & Co. Ltd. holds 79.92% equity shares of Brady & Morris engg. Co. Ltd.. The consolidated financial statements have been prepared on the following basis:

a The financial statements of the parent company and its subsidiary have been combined on a line – by – line basis by adding together the book values of like items of assets, liabilities, income and expenses, after eliminating intra – group balances and intra – group transactions resulting unrealized profit or losses. in accordance with accounting standard (AS-21) consolidated financial statements. The amounts shown in respect of reserves comprise the amount of the relevant reserve as per the balance sheet of the parent company and its share in the post – acquisition increase in the relevant reserves of subsidiary.

b Consolidated financial statements are prepared by using uniform accounting policies for like transactions and other events in similar circumstance.

c The consolidated financial statements are presented, to the extent possible, in the same format as that adopted by the parent company for its separate financial statements.

d The excess / shortfall of cost to the parent company of its investment in subsidiary over its portion in the subsidiary is recognized in the financial statements as Goodwill / Capital reserve respectively. The parent company’s portion of equity in the subsidiary is determined on the basis of the book value of assets and liabilities as per the financial statements of the subsidiary.

3 OTHER SIGNIFICANT ACCOUNTING POLICIES

These are set out in the notes to the accounts under “Significant Accounting Policies” of the financial statements of W. h. Brady & Co. Ltd. and Brady & Morris engg. Co. Ltd.


47

NOTES ON CONSOLIDATED FINANCIAL STATEMENTS FOR THE yEAR ENDED 31ST MARCH, 20121 SHARE CAPITAL (` in Lacs)

As at 31st March, 2012 As at 31st March, 2011 Authorised Share Capital5000000 equity shares of ` 10 /- each 500.00 500.00 Issued, Subscribed and Paid up2550000 equity shares of ` 10 /- each 255.00 255.00 TOTAL 255.00 255.00

1.1 850000 (850000) Shares out of the issued, subscribed and paid up share capital were allotted as Bonus Shares in the last five years out of Profit & Loss account.

1.2 The details of equity Shareholders holding more than 5% shares:Name of the Shareholder No. of

Shares % held No. of

Shares % held

a Shivum holding Pvt Ltd 1,005,750 39.44 1,005,750 39.44 b Pavan G Morarka 782,443 30.68 782,443 30.68 c Gunjan Properties Pvt Ltd 192,945 7.57 192,945 7.57

1.3 The reconciliation of the number of shares outstanding is set out below:Particulars No. of

SharesNo. of

Sharesequity Shares at the beginning of the year 2,550,000 2,550,000 Add:- Issued during the year - - Less:- Bought back during the year - - equity Shares at the end of the year 2,550,000 2,550,000

2 RESERVES AND SURPLUS (` in Lacs) As at 31st March, 2012 As at 31st March, 2011

Capital Reserve on Consolidation 153.87 153.87

Revaluation ReserveAs per last Balance Sheet 4,306.80 4,527.33 Less: Transferred to Profit & Loss Account 209.50 220.52

4,097.30 4,306.80 Less: Minortiy Interest 23.33 23.33

4,073.97 4,283.47 General ReserveAs per last Balance Sheet 63.00 84.00 Add: Transferred from Profit & Loss Account 11.00 8.00

74.00 92.00 Less: Transferred to Profit & Loss Account - 29.00

74.00 63.00 Less: Minortiy Interest - -

74.00 63.00 Profit & Loss AccountAs per last Balance Sheet 398.80 527.08 Add: Profit for the year (11.68) (108.71)Transferred from General reserve - 29.00

48


2 RESERVES AND SURPLUS (Contd.) (` in Lacs) As at 31st March, 2012 As at 31st March, 2011

excess Provision for Taxation w/back - (0.59) excess Provision for dividend Tax w/off 0.15 - excess Provision for Wealth Tax w/off 0.16 -

387.43 446.78 Less: Appropriations Short Provision for Income Tax for previous years 2.19 - Transferred to General reserve 11.00 8.00 Proposed dividend on equity Shares 38.25 38.25 Tax on Dividend 7.65 1.73

59.09 47.98Profit & Loss Account before Minority Interest 328.34 398.80 Less: Minority Interest (14.22) 342.56 (64.87) 463.67 TOTAL 4,644.40 4,964.02

3 LONG TERM BORROWINGS (` in Lacs) As at



Term Loans - from Banks 1,084.24 376.59 - from Others - - Long term maturities of finance lease obligations 80.12 12.60

1,164.36 389.19 Unsecured Loans

deposits 489.23 417.21 489.23 417.21

TOTAL 1,653.59 806.40

3.1 Details of security for secured loansTerm Loans From Banks1 Secured by extension of First Charge by equitable mortgage by deposit

of title deeds of the Company’s property at Mumbai. (Limit sanctioned ` 200 Lacs)

- 95.71

2 Secured by First Charge by equitable mortgage of Flat on ownership basis in Co-op. housing Society. (Limit sanctioned ` 50 lacs)

- 21.89

3 Secured by extension of 1st Pari Pasu charge by way of equitable mortgage on the Company’s property at Mumbai. (Limit sanctioned ` 275 Lacs)

102.80 171.55

4 Secured by extension of 1st Pari Pasu charge by way of equitable mortgage on the Company’s property at Mumbai. (Limit sanctioned ` 100 Lacs)

62.43 87.44

5 Secured by way of equitable mortgage on the Company’s Property given on rent and assignment of future rent receivables. (Limit sanctioned ` 1,100 Lacs)

919.01 -

Finance lease obligationsSecured by hypothecation of Vehicles 80.12 12.60

3.2 Loans have been further guaranteed by Chairman & Managing DirectorTerm Loans - from Banks 1,084.24 376.59 - from Others - -


49

3.3 Terms of repayment of term loans and others1 repayable over a period of 84 months in equal installments commencing

from 1st September, 2007, covering the principal amount and interest as stipulated. Balance amount fully paid in current year.

- 95.71

2 repayable over a period of 84 months from the date of disbursement in monthly installments covering the principal amount and interest Balance amount fully paid in current year.

- 21.89

3 repayable over a period of 16 quarterly equal installments commencing from 15th October, 2010, covering the principal amount and interest is payable monthly with yearly rests.

102.80 171.55

4 repayable over a period of 16 quarterly equal installments commencing from 2nd november, 2011, covering the principal amount and interest is payable monthly with yearly rests.

62.43 87.44

5 repayable over a period of 60 equated monthly installments commencing from 21st March, 2012 covering the principal amount and interest.

919.01 -

3.4 Maturity Profile of Secured Loans from Banks are as set out below :Maturity Profile1-2 years 285.37 2-3 years 277.66 3-4 years 261.85 Beyond 4 years 259.36

4 DEFERRED TAX LIABILITy / ASSETS (` in Lacs) As at


31st March, 2011 Deferred tax liability

On account of depreciation on fixed assets - 20.05 On account of timing differences in recognition of expenditure - -

- 20.05 Deferred tax asset

On difference between book depreciation and depreciation under Income Tax Act, 1961 9.33 3.66 On Long Term Capital Loss 1.73 - On expenditure under sec 43B of the Income Tax Act, 1961 0.12 4.81

11.18 8.47

TOTAL 11.18 (11.58)

5 OTHER LONG TERM LIABILITIES (` in Lacs) As at


31st March, 2011 Trade Payables 39.64 55.53 Others 192.01 177.01 TOTAL 231.65 232.54

5.1 Company has not received any information from suppliers regarding their status under the Micro, Small and Medium enterprises development Act, 2006 and hence disclosures, if any, under said Act have not been made.


6 LONG TERM PROVISIONS (` in Lacs) As at


31st March, 2011 Provisions for employee benefits 8.28 3.90 Others - - TOTAL 8.28 3.90

50


7 SHORT TERM BORROWINGS (` in Lacs) As at



Loans repayable on demand - from banks 1,152.75 1,717.42 - from others - -

1,152.75 1,717.42 Unsecured Loans

deposits 28.06 21.46 28.06 21.46

TOTAL 1,180.81 1,738.88

7.1 Details of security for secured loans from BanksCash Credit from Bank of Baroda Secured by hypothecation of all the stocks, book debts and movable machinery.

209.84 230.96

Cash Credit from union Bank of India Secured by hypothecation of all the stocks, book debts and movable machinery.

942.91 1,486.46

7.2 Loans have been further guaranteed by Chairman & Managing DirectorLoans repayable on demand - from banks 209.84 230.96 - from others - -

8 TRADE PAyABLES (` in Lacs) As at


31st March, 2011 To Micro, Small and Medium enterprises - - Others 1,347.36 1,919.35 TOTAL 1,347.36 1,919.35

8.1 Company has not received any information from suppliers regarding their status under the Micro, Small and Medium enterprises development Act, 2006 and hence disclosures, if any, under said Act have not been made.


9 OTHER CURRENT LIABILITIES (` in Lacs) As at


31st March, 2011 Current maturities of long term debt (refer note no. 3) 261.72 115.50 Current maturities of finance lease obligations (refer note no. 3) 20.41 4.01 Interest accrued but not due on borrowings 3.75 0.13 Interest accrued and due on borrowings 2.91 1.88 unpaid dividends 7.31 6.28 Other payables 130.13 102.44 TOTAL 426.23 230.24

10 SHORT TERM PROVISIONS (` in Lacs) As at


31st March, 2011 Provision for employee benefits 15.74 14.09 Others 183.09 141.26 TOTAL 198.83 155.35

10.1 Others includeProvision for taxation 134.13 98.03 Provision for wealth tax 0.13 0.36 Proposed dividend 38.25 38.25 Provision for tax on proposed dividend 7.65 1.73 Others 2.93 2.89 TOTAL 183.09 141.26


51

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52


12 CAPITAL WORK-IN-PROGRESS (` in Lacs) As at


31st March, 2011 Plant and Machinery Under Installation - 31.47 Orissa Project 106.07 23.88 Building under Construction / Repairs - 208.76

106.07 264.11 Less:Provision for impairment - - TOTAL 106.07 264.11

12.1 Deductions from Capital Work in Progress represents transfer to relative Fixed Assets / Expenses on Completion / Installation.

13 INTANGIBLE ASSETS UNDER DEVELOPMENT (` in Lacs) As at


31st March, 2011 Computer Software - - Web Site Development 1.36 1.36 TOTAL 1.36 1.36

14 NON CURRENT INVESTMENT (` in Lacs) As at


31st March, 2011 Investments in Equity Shares

AssociatesUnquoted, fully paid up80000 Shares (inclusive of 60000 Bonus shares) of ` 10/- each of Brady Services Private Ltd.

2.00 2.00

30050 Shares of ` 10/- each of Brady Air Ltd. (Formerly known as Brady Satlink Ltd)

3.01 3.01

5000 Shares of ` 10/- each of Brady Telesoft Pvt. Ltd. 0.50 0.50 100000 Shares of ` 10/- each of Brady Estates Pvt. Ltd. (Formerly known as Brady Futures Pvt. Ltd.)

10.00 10.00

15.51 15.51OthersQuoted, fully paid up10 Shares of ` 10/- each of Kothari Sugar & Allied Industries Ltd. 0.00 0.00 (Investment of ` 100/- appearing in the books)5000 Shares of ` 10/- each of Industrial Investment Trust Ltd. 3.38 3.38 3500 Shares of ` 10/- each of Bank of Baroda 2.97 2.97

6.35 6.35 Unquoted, fully paid up84699 Shares of ` 12.50/- each of The Ganesh Flour Mills Co.Ltd. 0.00 0.00 (Investment of ` 2/- appearing in the books)13260 Shares of ` 10/- each of G. Claridge & Co. Ltd. 2.74 2.74 25 Shares of ` 100 each fully paid of The Manechowk Co-operative Bank Ltd.

0.02 0.02

2.76 2.76 TOTAL VALUE OF EQUITY SHARES 24.62 24.62


53

14 NON CURRENT INVESTMENT (Contd.) (` in Lacs) As at


31st March, 2011 Investments in Preference Shares

Others520 7% First Cumulative Preference Shares of ` 12.50 each of Ganesh Floor Mills Co Ltd. (Investment of ` 1/- appearing in the books)

0.00 0.00

TOTAL VALUE OF PREFERENCE SHARES 0.00 0.00 TOTAL NON CURRENT INVESTMENT 24.62 24.62

Aggregate amount of quoted investments 6.35 6.35 Market Value of quoted investments 40.28 37.16 Aggregate amount of unquoted investments 18.27 18.27

14.1 The following investments have not been carried at cost:The Ganesh Flour Mills Co.Ltd.Kothari Sugar & Allied Industries Ltd.

15 LONG TERM LOANS AND ADVANCES (` in Lacs) As at


31st March, 2011 Security deposits 24.06 27.14 Advances to Creditors 4.51 0.02 TOTAL 28.57 27.16

15.1 Secured, considered good - - unsecured, considered good 28.57 27.16 Doubtful - - TOTAL 28.57 27.16

16 OTHER NON CURRENT ASSETS (` in Lacs) As at


31st March, 2011 Long Term Trade receivables 44.39 47.39 Others - - TOTAL 44.39 47.39



17 CURRENT INVESTMENTS (` in Lacs) As at


31st March, 2011 Investments in Equity Shares

Joint VenturesUnquoted, fully paid up5000 Shares of ` 10/- each of Brady Ikusi Systems Pvt. Ltd. 0.50 - TOTAL CURRENT INVESTMENT 0.50 - Aggregate amount of quoted investments - - Market Value of quoted investments - - Aggregate amount of unquoted investments 0.50 -

54


18 INVENTORIES (` in Lacs) As at


31st March, 2011 Trading Goods 94.23 64.68 Semi Finished Goods 728.87 970.65 Bought out Components 394.24 391.48 raw materials 108.99 249.39 Stores & Loose Tools 10.88 7.52 Stock in Transit 17.94 3.39 TOTAL 1,355.15 1,687.12

19 TRADE RECEIVABLES (` in Lacs) As at


31st March, 2011 Trade receivables exceeding six months 200.51 116.17 others 1,192.88 1,035.72 TOTAL 1,393.39 1,151.89

19.1 Secured, considered good - - unsecured, considered good 1,393.39 1,151.89 Doubtful - - TOTAL 1,393.39 1,151.89


20 CASH AND BANK BALANCES (` in Lacs) As at


31st March, 2011 Balances with Banks - in unpaid dividend accounts 7.31 6.28 - in margin money, security for borrowings, guarantees and other commitments

93.62 87.18

- in other accounts 80.91 20.66 Cash on Hand 1.34 1.35 Short Term Fixed deposits with Banks 140.70 - TOTAL 323.88 115.47

21 SHORT TERM LOANS AND ADVANCES (` in Lacs) As at


31st March, 2011 Loans and advances to related parties 4.86 591.92 Others 381.74 168.16 TOTAL 386.60 760.08


21.2 Loans and advances to related parties include ` 4.86/- Lacs (Previous Year ` nIL) paid to Brady Ikusi Systems Pvt Ltd towards Joint Venture Share.

22 OTHER CURRENT ASSETS (` in Lacs) As at


31st March, 2011 Other Receivables 35.17 32.13 Prepaid expenses 7.58 8.59 Income Taxes 236.51 178.15 TOTAL 279.26 218.87


55

23 REVENUE FROM OPERATIONS (` in Lacs) 2011 - 12 2010 - 11

Sale of Trading & Finished Goods 3,596.38 3,026.75 Sale of Services 154.49 94.10 Other Operating revenues 789.70 731.94

4,540.57 3,852.79 Less:excise duty - - TOTAL 4,540.57 3,852.79

23.1 Particulars of sale of productsTrading Goods 917.78 1,006.83 Finished Goods 2,678.60 2,019.92 Quantitative information cannot be presented in Summary form for Traded Goods in view of numerous and diverse items dealt with by the Company.

23.2 Sale of Services includesService Income 43.45 27.89 Installation Contract receipts 25.86 55.52 Commission Income 85.18 10.69

24 OTHER INCOME (` in Lacs) 2011 - 12 2010 - 11

dividend Income from long term investments 3.45 30.62 Profit on sale of fixed assets 107.44 0.49 net gain/loss on sale of long term investments - 19.09 Other non operating income 14.77 21.56 TOTAL 125.66 71.76

25 COST OF MATERIAL CONSUMED (` in Lacs) 2011 - 12 2010 - 11

raw Materials Consumed 2,727.10 2,074.05 Purchase of Trading Goods 128.14 283.56 TOTAL 2,855.24 2,357.61


2011 - 12 2010 - 11 Stocks at the end of the year

Trading goods - 64.16 Work In Process 532.05 651.78 Finished Goods 94.23 -

626.28 715.94 Less:Stocks at the beginning of the year

Trading goods 65.86 81.71 Work In Process 651.78 641.73 Finished Goods - -

717.64 723.44 TOTAL (91.36) (7.50)

27 EMPLOyEE BENEFITS EXPENSES (` in Lacs) 2011 - 12 2010 - 11

Salaries and Wages 490.68 449.02 Contribution to provident and other funds 31.44 29.14 remuneration to Managing director 23.82 21.80 Staff welfare expenses 17.53 26.25 TOTAL 563.47 526.21

56


27.1 REMUNERATION TO MANAGING DIRECTOR INCLUDESSalary 18.00 15.90 house rent Allowance 3.00 2.85 Contribution to Provident Fund 2.16 1.91 Medical 0.54 1.09 Personal Accident Insurance 0.12 0.05

23.82 21.80

28 FINANCE COSTS (` in Lacs) 2011 - 12 2010 - 11

Interest expense 344.37 232.71 Other borrowing costs 12.20 1.70 TOTAL 356.57 234.41

28.1 Interest expense includesOn Term Loans 132.25 106.03 On working capital 205.96 123.91 On Others 18.36 4.47

29 DEPRECIATION AND AMORTISATION EXPENSES (` in Lacs) 2011 - 12 2010 - 11

depreciation 387.23 369.10 Less: Transferred from revaluation reserve 209.50 220.52 TOTAL 177.73 148.57

30 OTHER EXPENSES (` in Lacs) 2011 - 12 2010 - 11

Power and Fuel 33.81 32.08 Rent 24.01 17.98 repairs to Buildings 93.75 146.86 repairs others 30.22 110.22 Insurance 5.56 4.85 Rates and Taxes 14.30 13.34 Payment to Auditors 4.24 4.30 Selling expenses 57.51 93.68 directors Travelling 46.98 43.90 Travelling Others 64.44 62.92 Bad Trade receivables written off 24.43 18.69 Loss on sale of Fixed Asset 4.17 3.99 Donations 0.00 0.01 (Paid ` 400/- (Previous year ` 650/-))Legal and Professional Charges 56.93 37.88 directors Sitting Fees 1.80 2.70 Miscellaneous expenses 280.30 156.12 TOTAL 742.45 749.52

30.1 Payment to Auditors asStatutory Audit Fees 3.25 3.25 Other Services 0.68 0.83 Out of pocket expenses 0.31 0.22 TOTAL 4.24 4.30


57

31 DETAILS OF ITEMS OF EXCEPTIONAL AND EXTRAORDINARy NATURE (` in Lacs)

2011 - 12 2010 - 11 expenditureWaiver Amount from Creditors (80.01) 16.96 TOTAL (80.01) 16.96

32 PRIOR PERIOD ADJUSTMENTS (` in Lacs)

Income 2011 - 12 2010 - 11 Prior year Income 5.42 0.95 ExpensesShort Provision of expenses 3.76 3.54 TOTAL (1.66) 2.59

33 EARNINGS PER SHARE (EPS) 2011 - 12 2010 - 11

i) net Profit after tax available for equity (70.30) (160.32)Shareholders (` in Lacs)

ii) Weighted Average number of equity Sharesnumber of shares at the beginning of the year 2,550,000 2,550,000 Shares issued during the year - - number of shares outstanding at the end of the year 2,550,000 2,550,000

iii) Basic and diluted earning per share (`) (2.76) (6.29)iv) Face Value per equity share (`) 10.00 10.00

34 RELATED PARTy DISCLOSURES: (AS-18) A) List of related parties where control exists

Sr. No. Name of the Related Party Relationship 1 Brady Services Pvt. Ltd. Associates 2 Brady Telesoft Pvt. Ltd. Associates 3 Brady Air Ltd Associates 4 Brady estates Pvt. Ltd. (Formerly known as Brady Futures Pvt Ltd Associates 5 Global Tradecrackers Ltd Associates 6 Zoeftig Brady AOP of Subsidiary 7 Brady Ikusi Systems Pvt Ltd Joint Venture 8 Mr. Pavan G. Morarka Key Management Personnel

B) Transactions during the year with related parties: (` in Lacs)

Sr. No. Nature of Transactions Associates Joint Venture Key Management Personnel

1 dividend received during the year 2.80 - - (2.80) (-) (-)

2 Maintenance / Commitment charges received 16.25 - - (15.00) (-) (-)

3 Other reimbursement including expenses 111.74 - - (126.01) (-) (-)

4 deposit Balance - - - (38.00) (-) (-)

5 Sitting Fees paid - - 0.30 (-) (-) (0.45)

6 Salary, hrA, PF & other funds cont - - 23.82 (-) (-) (21.80)

58


Sr. No. Nature of Transactions Associates Joint Venture Key Management Personnel

7 Sale of Products inclusive of taxes etc 1,129.42 - - (0.41) (-) (-)

8 debtors Outstanding 154.74 - - (75.41) (-) (-)

9 Advances Recoverable 28.23 - - (27.23) (-) (-)

10 Outstanding (Payable)/receivable on Current A/c

0.06 4.86 -

(0.02) (-) (-) 11 Investments - 0.50 -

(-) (-) (-)

Note:Figures in bracket represents Previous Year’s amount.

35 CONTINGENT LIABILITIES AND COMMITMENTS Contingent Liabilities not provided in respect of:- a. Claims against the Company not acknowledged as debts ` nIL(Previous Year ` nIL/-) b. disputed sales tax demand under appeal ` 9.28/- Lacs (Previous Year ` 9.28/- Lacs) c. disputed excise duty demand under appeal ` nIL (Previous Year ` nIL/-) d. disputed Income Tax demand under appeal ` 32.08/- Lacs (Previous Year ` 32.08/- Lacs). e. Claims made by the ex – employees of the Company and pending before the appropriate authorities in respect of

reinstatement, lay off wages, etc. which are contested by the Company, the liability whereof is indeterminate. f. Outstanding amount in respect of Guarantees & LC’s given by Banks aggregating to ̀ 598.40/- Lacs (Previous year

` 675.63/- Lacs). g. estimated amount of contracts remaining to be executed on capital account and not provided for in accounts, net

of advance aggregate to ` 0.63/- Lacs (Previous year ` 75.75/- Lacs ).36 SEGMENT INFORMATION (AS -17) The Company is engaged primarily in marketing of material handling equipments, textile machinery and stores etc.

Accordingly there are no separate reportable segments as per Accounting Standard – 17 dealing with segment reports.37 The provision for Income Tax and Wealth Tax made in the Accounts, is considered adequate having regard to the provision

of the Income Tax Act, 1961 and the wealth Tax Act, 1957 as amended up to date.38 no provision is required to be made in respect of impairment of Assets as required by Accounting Standard no. 28 issued

by the Institute of Chartered Accountants of India.39 The position as on 31.03.2012 in respect of 20,000 Ordinary Shares of Shree Changdeo Sugar Mills Limited held as

securities against the loan given by the Company, continues to be same as reported last year, in as much as the application made u/s 111 of the Companies Act, 1956, against the refusal to transfer the shares in the name of the Company by the said Company is not yet disposed off and the said Company has still not returned these shares on refusal of transfer.

40 The previous year figures have been regrouped / reclassified, wherever necessary to conform to the current year presentation.




ACCOUNTS OF THE

SUBSIDIARy COMPANy

BrAdY & MOrrIS enGG.CO.LTd

61


Brady & Morris Engg. Co. Ltd.

BOARD OF DIRECTORS

MR. PAVAN G. MORARKA Chairman

MR. KAUSHIK D. SHAH

MR. GAUTAM DIVAN

MR. MAHENDRA K. SHAH

MR. VAIBHAV MORARKA - (Appointed w.e.f. 04/08/2012)

AUDITORS

C. L. Dalal & Co.


SOLICITORS

Hariani & Co., Mumbai

BANKERS

UNION BANK OF INDIA

REGISTERED OFFICE“Brady House”

12/14, Veer Nariman Road,

Fort, Mumbai 400 001.

Tel : 22048361-5 l Fax : 22041855

Email : [email protected]

Website: www.bradys.in

WORKS

1. GIDC Industrial Estate

Vatva, Ahmedabad - 382 445

2. Bareja, Sarsa Patia Village, District Kheda

REGISTRAR & SHARE TRANSFER AGENTS

BIGSHARE SERVICES PVT. LTD.

E-2/3, Ansa Industrial Estate.

Sakivihar Road, Saki Naka, Andheri (E)

Mumbai - 400 072

CONTENTS PAGE

Notice ........................................................................ 62

Directors’ Report........................................................ 67

Secretarial Compliance Certificate ............................ 74

Auditors’ Report ........................................................ 77

Balance Sheet ........................................................... 80

Profit & Loss Account ................................................ 81

Cash Flow Statement ................................................ 82

Significant Accounting Policies .................................. 84

Notes 1 to 33 ............................................................. 86

Green Initative in Corporate Governance .................. 101

Attendance Slip / Proxy Form .................................... 103

62

BRADY & MORRIS ENGG. CO. LTD.

NOTICE

NOTICE is hereby given that 66th Annual General Meeting of the Members of Brady & Morris Engineering Company Limited will be held on Saturday, September 29, 2012 at 11.30 a.m. at Alexandra Girls’ English Institution, 31, Hazarimal Somani Marg, Mumbai 400 001 to transact the following businesses:

1. To Consider and adopt the Audited Balance Sheet as at 31st March, 2012 and the Profit & Loss Account for the year ended on that date and the Report of Directors and Auditors thereon.

2. To appoint Director in place of Mr. Gautam Divan, who retires from office by rotation, and being eligible offers himself for re-appointment.

3. To appoint Auditors and to fix their remuneration and in this regard to consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT M/s. C. L. Dalal & Co., Chartered Accountants, Mumbai, having firm registration no. 102026W, be and are hereby appointed as Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company on such remuneration as shall be fixed by the Board of Directors of the Company.”

SPECIAL BUSINESS:

To Consider and if thought fit, to pass with or without modification(s), the following Resolutions:

4. AS AN ORDINARY RESOLUTION:

“RESOLVED THAT Mr. Vaibhav Morarka, who was appointed as an Additional Director of the Company w.e.f. 04/08/2012 pursuant to Section 260 of the Companies Act, 1956 and who holds office upto the date of the Annual General Meeting and being eligible offers himself for appointment and in respect of whom the Company has received a notice in writing from a member Under Section 257 and other applicable provisions, if any, of the Companies Act, 1956, proposing his candidature for the office of a Director, be and is hereby appointed as a Director of the Company.”

5. AS A SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Sections 269, 309, 311 read with Schedule XIII and other applicable provisions of the Companies Act,1956, consent of the members of the Company be and is hereby granted to the appointment of Mr. Vaibhav Morarka as an Executive Director of the Company for a period of 3 [Three] years with effect from October 1, 2012 upon terms and conditions as detailed in the explanatory statement with liberty to the Board of Directors to alter or to vary the same so as not to exceed the limits set out in Section 198, 309 read with Schedule XIII of the Companies Act,1956 or any amendment thereto as may be agreed to by the Board of Directors of the Company and Mr. Vaibhav Morarka.”

“RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year, the Company will pay remuneration by way of salary, perquisites, allowances and benefits as mentioned in the explanatory statement, subject to obtaining other requisite approvals.”


Sd/-PAVAN G. MORARKA

Chairman

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

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NOTES:1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE

PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

THE INSTRUMENT APPOINTING A PROXY SHOULD HOWEVER BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY DULY COMPLETED NOT LESS THAN FORTY EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2. The Register of Members and the Share Transfer Books of the Company will remain closed from 26/09/2012 to 29/09/2012 (both days inclusive).

3. Pursuant to the provision of Section 205(A) of the Companies Act, 1956, Members are hereby informed that Dividends which remain unclaimed/ unencashed over a period of 7 years have to be transferred by the Company to The Investors Education & Protection Fund, constituted by the Central Government under Sections 205(A) & 205(C) of the Companies Act, 1956.

Members should note that no claim can be made by the shareholders for the unclaimed Dividends which have been transferred to the credit of ‘The Investors Education & Protection Fund’ of the Central Government under the amended provisions of section 205(B) of the Companies Act, 1956.

Details of unclaimed Dividend with its due date of transfer to Investors Education and Protection Fund is as below:

Sr. No. Year ended Date of Declaration Due date of transfer to IEPF1. 31.03.2005 27.08.2005 26.09.2012

2. 31.03.2006 23.09.2006 22.10.2013

3. 31.03.2007 27.09.2007 26.10.2014

4. 31.03.2008 30.08.2008 29.09.2015

5. 31.03.2009 19.09.2009 18.10.2016

6. 31.03.2010 18.09.2010 17.10.2017

4. Members desirous of seeking any information concerning the Accounts of the Company are requested to address their queries in writing to the Company at least seven days before the date of the meeting so that the requested information can be made available at the time of the meeting.

Members are requested to visit the website of the Company ‘www.bradys.in’ for viewing the quarterly & annual financial results and for more information on the Company.

5. Members / Proxies are requested to please bring their copies of the Annual Report to the meeting since copies of the Annual Report will not be distributed at the meeting.

6. The Company has listed its shares on The Bombay Stock Exchange Limited, Mumbai.

7. a. The Company has appointed M/s. BIGSHARE SERVICES PRIVATE LIMITED as Common Registrar & Share Transfer Agent of the Company for physical as well as demat mode of transfers. Members are therefore requested to send their grievances to them for early disposal at the address as given below.

b. Members holding Shares in physical form are requested to notify immediately any change in their address with PIN CODE to the Registrar and Share Transfer Agent of the Company at the address given below AND in case their shares are held in demat, this information should be passed on directly to their respective Depository Participants and not to the Company.

M/S. BIGSHARE SERVICES PRIVATE LIMITEDUnit: [BRADY & MORRIS ENGINEERING COMPANY LIMITED]

E-2/3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri [East], MUMBAI - 400 072

Tel: 022 2847 0652 / 4043 0200Email: [email protected]

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8. All documents referred to in the Notice are open for inspection at the registered office of the Company during office hours on all working days except public holidays between 11.00 a.m. and 1.00 p.m. upto the date of the Annual General Meeting.

9. Members/Proxies are requested to fill the enclosed attendance slip and handover the same at the entrance with signature. In the absence thereof, they may not be admitted to the meeting venue.

10. Members who are holding shares in dematerialised form are requested to bring their Client ID and DP ID numbers for easy identification at the meeting.

11. In all correspondence with the Company, Registrar and Share Transfer Agent, Members are requested to quote their Folio No. and in case their shares are held in demat form; they must quote their DP ID and Client ID Number.

12. The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken a ‘Green Initiative in Corporate Governance’ and allowed companies to share documents with its shareholders through an electronic mode. Members are requested to support this green initiative by registering/updating their e-mail addresses, in respect of shares held in dematerialised form with their respective Depository Participants and in respect of shares held in physical form with M/S. BIGSHARE SERVICES PRIVATE LIMITED.

13. Explanatory statement pursuant to Section 173(2) in respect of item no. 4 & 5 is annexed herewith.



Chairman


65


Explanatory Statement pursuant to the provisions of Section 173 (2) of the Companies Act, 1956.

Item 4:

The Board of Directors have appointed Mr. Vaibhav Morarka as an Additional Director on the Board of the Company w.e.f. 04/08/2012 pursuant to Section 260 of the Companies Act, 1956. He holds office only upto the date of the forthcoming Annual General Meeting of the Company.

Mr. Vaibhav Morarka was appointed as Vice President of the Company by the Board of Directors in their meeting held on 12th February, 2011. Since then, he has been working relentlessly to set the things right and improve the working of the Company. Considering the efforts made and steps taken to improve the operations, the Board of Directors recommended his appointment.

The Company has received notice from a member under section 257 of the Companies Act, 1956, signifying his intention to propose his candidature for the office of Director. Looking at the experience and exposure he has, your Directors propose the resolution for your approval.

Mr. Vaibhav Morarka is interested in the Resolution as the resolution is for his own appointment and Mr. Pavan G. Morarka is interested in the resolution being a relative of Mr. Vaibhav Morarka.

Item 5:

The Board of Directors of the Company have appointed Mr.Vaibhav Morarka as an Additional Director of the Company w.e.f. 04.08.2012. At the same meeting the Board has also proposed appointing Mr. Vaibhav Morarka as an Executive Director of the Company subject to approval of the shareholders for a period of 3 years on the following terms and conditions.

INFORMATION ABOUT THE APPOINTEE:

Mr. Vaibhav Morarka aged 27 years, has graduated and done his Bachelor of Science in Business Administration from the School of Management, Boston University in the year 2006 and thereafter he did his Master in Business Administration from Wharton Business School, University of Pennsylvania in the year 2010. Before he did his Masters, he developed the first comprehensive financial trading simulation in India in the form of www.tradecracker.com. Some of the leading IIIMs are using this website. Besides, in the last one year, he has gained substantial experience in his capacity as Vice President of the Company.

1) Salary: ` 1,00,000/- [Rupees One Lac] per month.

2) House Rent Allowance ` 33,000/- per month.

In addition to above Salary and allowance, he will be also entitled to the following perquisites:

a) Gratuity payable at a rate of half month’s salary for each completed year of service.

b) Company’s contribution towards Provident Fund as per Rules of the Company, but the same shall not exceed 25% of the salary, subject to the condition that the contribution to Provident Fund and Superannuation Fund to the extent that these, either singly or put together are not taxable under the Income Tax Act, 1961.

c) Leave unavailed of will be allowed to be encashed at the end of the tenure as per Company’s Rules.

d) Leave Travel Concession for self and family once a year incurred in accordance with the rules of the Company.

e) Car and Telephone- Car for use of Company’s business and telephone at residence and mobile phone expenses. Personal long distance calls and use of car for private purpose shall be billed by the Company.

Appointment of Mr. Vaibhav Morarka has been done as per Section II (B) to Part II of Schedule XIII.

Necessary disclosures as provided in Section II (B) to Part II of Schedule XIII to the Companies Act, 1956 are as follows:

1. The above terms have been approved by a Resolution passed by the Remuneration Committee.

2. The Company has not defaulted on any Debts or Debentures or Interest payable thereon.

3. The Resolution proposed above is a Special Resolution.

I. GENERAL INFORMATION:

1. Nature of Industry:

The Company is engaged in the business of manufacturing, marketing & trading of Engineering Products.

ANNEXURE TO THE NOTICE

66


2. Date of Commencement of Commercial Production:

Not Applicable, as the Company is an existing Company.

3. In case of new Companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus.

Not Applicable.

4. Financial Performance based on given indicators:

(` in Lacs)

Sr. No. Particulars 2010-11 2009-10 2008-091. Gross Income 2748.74 2723.96 2650.812. Profit before tax [-] 300.41 53.36 117.483. Profit after tax [-] 283.68 33.59 68.764. Dividend paid

(including tax)- 39.49 39.49

5. Rate of dividend % - 15% 15%

5. Foreign Investments or Collaborations:

Company does not have any investment outside India.

II. OTHER INFORMATION:

The Company has been incurring losses for the past 2 years

III. DISCLOSURE:

Necessary disclosures shall be made in the Directors’ Report annually and Shareholders will be provided all the necessary information.

The Board recommends the resolution to be passed by the Shareholders.

Mr. Vaibhav Morarka is interested in the Resolution as the resolution is for his own appointment and Mr. Pavan G. Morarka is interested in the resolution being a relative of Mr. Vaibhav Morarka.

This Explanatory Statement along with the notice is and shall be deemed to be an abstract under Section 302 of the Companies Act, 1956.

67


DIRECTORS’ REPORT

TO, THE MEMBERS Your 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(` in Lacs)

2010-2011(` 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 l) 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 ` 283.68 lacs as against net loss of ` 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 ` 2,488.02 Lacs approx. as compared to ` 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 ` 1,083.33 Lacs approx. as compared to ` 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.

68


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


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

69


ANNEXURE ‘A’ TO THE DIRECTORS’ REPORT

Information as per section 217(1)(e) read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors’ Report for the year 2011-2012.

I. CONSERVATION OF ENERGY:a) Measures taken: During the year all possible measure were taken to ensure optimum conservation of electricity and fuel at

the plant of the Company.

b) Improvements: Plans for further improvement are being implemented.

c) Impact of a) & b) our energy cost per unit of consumption in respect of our products is comparatively lower than other Industries.

d) Consumption of Power:

Particulars 2011-2012 2010-2011

Power purchased:

Total Cost of Power ` 19,60,276/- ` 18,34,494/-

Total no. of units purchased 316450 319587

Average cost per unit ` 6.19 ` 5.74

Own Generation

The Company has been generating units by using DG sets, but the quantum is considerably low.

II. RESEARCH AND DEVELOPMENT: No substantial activities are carried out on Research and Development, as the production process itself is automatic.

However the Company is continuously making an effort to improve the quality of its products.

No substantially expenditure was incurred on Research and Development.

III. TECHNOLOGY ABSORPTION, ADOPTION & INNOVATION: a) Efforts in brief made towards technology absorption, Adoption and innovation.

b) Benefit derived as a result of above efforts - N.A.

c) Particulars of Technology imported during the last 5 years - NIL

IV. FOREIGN EXCHANGE EARNING AND OUTGO: Please refer Notes No. 25.3 of the Notes to Accounts


Sd/-

PAVAN G. MORARKAChairman

August 4, 2012.

70


ANNEXURE B TO DIRECTORS’ REPORT FOR THE YEAR ENDED MARCH 31, 2012 VOLUNTARY REPORT ON CORPORATE GOVERNANCE

Corporate Governance is the system by which Companies are directed and controlled by the management in the best interest of the Shareholders and others; ensuring greater transparency and better and timely financial reporting. Corporate Governance therefore generates long term economic value for its Shareholders.

Your Company believes that the implementation of Corporate Governance principles generates public confidence in the corporate system. With this belief, your Company has initiated significant measures for compliance with Corporate Governance.

COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE:

Brady & Morris Engineering Company Limited (“the Company”) is committed to adhere to the corporate governance code as prescribed by the SEBI and Stock Exchange and has accordingly implemented various aspects of the code.

To implement the Corporate Governance practice, the Company has a well defined policy consisting of the following:

• Ensure that the Quality and frequency of Financial and Managerial Information’s, which the Management shares with the Board, fully placed before the Board Members in control of the Company’s affairs.

• Ensure that the Board exercises its Fiduciary responsibilities towards Shareowners and Creditors, thereby ensuring high accountability.

• Ensure that the extent to which the information is disclosed to present and potential investors is maximized.

• Ensure that the decision-making is transparent and documentary evidence is traceable through the minutes of the meetings of the Board/Committees thereof.

• Ensure that the Board, the Management, the Employees and all the other stakeholders are fully committed to maximizing long-term value to the shareowners and to the Company.

• Ensure that the core values of the Company are protected.

BOARD OF DIRECTORS:

The details of composition of the Board, category, attendance of Directors at Board Meetings during the financial year and last Annual General Meeting, number of other Directorships and other Committee Memberships are given below:

Name of Director Category Date of Appointment No. of Board Meeting attended

Attendance at last AGM

Mr. Pavan G. Morarka Chairman 27/02/1985 4 YES

Mr. Kaushik D. Shah Director 19/05/1994 4 YES

Mr. Mahendra K. Shah Director 29/06/2007 4 YES

Mr. Gautam R. Divan Director 28/07/2007 3 NO

During the financial year ended March 31, 2012, 4 [FOUR] Board meetings were held on 24.06.2011, 12.08.2011, 11.11.2011 and 23.01.2012.

INFORMATION SUPPLIED TO THE BOARD

The Board has complete access to all information with the Company & to any of the employee of the Company. The Board is provided with all the relevant information on the important matters affecting the working of the Company as well as the related details required deliberations by the members of the board.

Among others, this includes:

- Annual operating plans, capital budgets and updates.

- Quarterly results of the Company and its operating divisions.

- Minutes of meeting of audit committee and other committees.

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- Information on recruitment and remuneration of senior officers just below the board level.

- General notices of interests.

- Materially important show cause, demand, prosecution and penalty notices.

- Fatal or serious accidents or dangerous occurrences.

- Details of any joint venture of collaboration agreement.

- Sale of material nature of investments, subsidiaries, assets which is not in the normal course of business.

- Foreign exchange exposure and the steps taken by the management to limit the risk of adverse exchange rate movement.

- Any materially significant effluent or pollution problem.

- Any issue which involves possible public or product liability claims of a substantial nature.

- Significant development in the human resource and industrial relations fronts.

- Legal compliances reporting system.

The Board is routinely presented with all information under the above heads whenever applicable and materially significant.

GENERAL SHAREHOLDERS INFORMATION:

ANNUAL GENERAL MEETING : 66th Annual General Meeting.

DAY & DATE : 29/09/2012.

TIME : 11.30 A. M.

VENUE : Alexandra Girls’ English Institution,

31, Hazarimal Somani Marg,

Mumbai 400 001

DATE OF BOOK CLOSURE : 26/09/2012 to 29/09/2012 [Both days inclusive].

SHARE TRANSFER SYSTEM:

Share Transfer Requests are received at the registered office of the Company well as directly at RTAs office. RTA does the verification and processing of documents. In order to comply with the requirement of SEBI circular Nos. SMD/POLICY/CIR-10/02 dated May 7, 2002 to effect transfer of shares within one month, the RTA has been authorised to process, approve and effect transfer of shares on behalf of the Company at fortnightly intervals. The share certificates duly endorsed for transfer are returned to shareholders within stipulated time of 30 days.

REGISTRAR AND SHARE TRANSFER AGENT:

M/S. BIGSHARE SERVICES PRIVATE LIMITED

Unit : [ BRADY & MORRIS ENGINEERING COMPANY LIMITED ]

E-2/3, Ansa Industrial Estate, Saki Vihar Road,

Saki Naka, Andheri [East], MUMBAI - 400 072.

Tel: 022 2847 0652 / 4043 0200

Email: [email protected]

LISTING:

The Bombay Stock Exchange Limited, Mumbai.

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STOCK CODE OF THE COMPANY:

The Bombay Stock Exchange Limited, Mumbai

Scrip Name : BRADY & MORRIS ENGINEERING COMPANY LIMITED

Scrip Code : 505690.

Electronic Mode : INE856A01017.

DEPOSITORY CONNECTIVITY : NSDL and CDSL.

ISIN NO. FOR THE COMPANY’S SECURITY : INE856A01017.

DEMATERIALISATION OF SHARES:

As on March 31, 2012, 21,61,217 Shares representing 96% of total Equity Shares were held in dematerialised form with NSDL and CDSL.

Members can hold shares in electronic forms and trade the same in Depository System. However, they can hold the same in physical form also.

GENERAL BODY MEETINGS:

The last three Annual General Meetings were held as under:

Financial Year ended Date Time Venue31.03.2009 19.09.2009 11.30 A.M. Maharashtra Chamber of Commerce Trust, Oricon House,

6th Floor, 12, K. Dubhash Marg, Fort, Mumbai 400 001.

31.03.2010 18.09.2010 11.00 A.M. - As above -

31.03.2011 12.08.2011 11.15 A.M. - As above -

All the matters as set out in the respective notices were passed by the Shareholders. No special resolution was required to be put through postal ballot last year.

MEANS OF COMMUNICATION:

Quarterly results are published in prominent daily newspapers.

The Company has its own website and all the vital information relating to the Company and its products are displayed on the website. Address of the website is www.bradys.in

SHAREHOLDING PATTERN AS ON MARCH 31, 2012:

Category No. of shares held % of shareholdingPromoters 18,26,351 81.17

Private Bodies Corporate 21,035 0.93

Indian Public 2,59,797 11.55

NRI/OCBs 1,42,817 6.35

Total 22,50,000 100.00

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DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2012:

No. of Equity Shares held No. of Shareholders No. of Shares % of Equity CapitalUpto 5000 1,026 1,19,370 5.31

5001-10000 60 44,240 1.97

10001-20000 21 27,276 1.21

20001-30000 9 23,950 1.06

30001-40000 4 14,401 0.64

40001-50000 2 9,450 0.42

50001-100000 1 5,490 0.24

100001 & above 6 20,05,823 89.15

Total 1,129 22,50,000 100.00

ADDRESS FOR CORRESPONDENCE:

Mr. Rajender K. SharmaCompliance OfficerBRADY & MORRIS ENGINEERING COMPANY LIMITED Brady House,12-14, Veer Nariman Road, Fort, Mumbai - 400 001 E-mail: [email protected] Telephone No. 22048361/2/3.

For and on behalf of the BoardSd/-

PAVAN G. MORARKAChairman


74


SECRETARIAL COMPLIANCE CERTIFICATE

COMPANY CIN : L29150MH1946PLC004729.AUTHORISED SHARE CAPITAL : ` 15,00,00,000/-.

PAID UP SHARE CAPITAL : ` 9,75,00,000/-.The Members,

M/s. BRADY & MORRIS ENGINEERING COMPANY LIMITED Brady House, 12/14, Veer Nariman Road,MUMBAI - 400 001.

We have examined the registers, records, books and papers of M/s. BRADY & MORRIS ENGINEERING COMPANY LIMITED (the Company) as required to be maintained under the Companies Act, 1956, (the Act) and the rules made there under and also the provisions contained in the Memorandum and Articles of Association of the Company for the year ended on MARCH 31, 2012. In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the Company and its officers, we certify that in respect of the aforesaid financial year:

1. The Company has kept and maintained all registers as stated in ANNEXURE - ‘A’ to this certificate, as per the provisions and the rules made there under and all entries therein have been duly recorded.

2. The Company has duly filed the forms and returns as required with the Registrar of Companies or other authorities as prescribed under the Act and the rules made thereunder wherever applicable As per ANNEXURE – ‘B’.

3. The Company being a Public Limited Company, Comments not required.

4. The Board of Directors duly met 4 [Four] times during the aforesaid Financial Year i.e. on 24.06.2011, 12.08.2011, 11.11.2011 and 23.01.2012 and in respect of each meeting proper notices were given and proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

5. The Company closed its Register of Members during the financial year.

6. The Company held its Annual General Meeting during the year in time i.e. on 12th August, 2011 and in respect of which proper notice was given and proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

7. No Extra Ordinary General Meeting was held during the financial year.

8. The Company has not given or advanced any amount as defined in Section 295 of the Companies Act, 1956.

9. The Company has entered into contracts falling within the purview of Section 297 of the Act and necessary compliances of the Act have been made.

10. The Company has made necessary entries in the register maintained under Section 301 of the Companies Act, 1956.

11. As there were no instances falling within the purview of Section 314 of the Act, the Company has not obtained any approval from the Board of Directors, Members or Central Government.

12. The Company has not issued any duplicate share certificates during the financial year.

13. The Company has:

i. delivered all the certificates on allotment of Shares in accordance with the provisions of the Companies Act, 1956.

ii. duly complied with the requirements of Section 217 of the Act.

iii. other clauses are not applicable.

14. The Board of Directors of the Company is duly constituted.

15. There was no appointment of Managing Director / Whole Time Director / Manager during the financial year.

16. The company has not appointed any Sole Selling Agents during the financial year.

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17. The company was not required to obtain any approvals of the Company Law Board, Regional Director, Registrar and / or such authorities prescribed under the various provisions of the Act during the financial year.

18. The Directors have disclosed their interest in other firms / companies to the Board of Directors pursuant to the provisions of the Act and the rules made there under.

19. The Company has not issued Equity Shares during the financial year.

20. The Company has not bought back any shares during the financial year.

21. The Company has issued 75,00,000 preference shares during the financial year under review and complied with the provisions of the Act.

22. There were no transactions necessitating the Company to keep in abeyance the rights of dividend, right shares and bonus shares pending registration of transfer of shares.

23. The Company has not invited / accepted any deposits including any unsecured loans falling within the purview of Section 58A during the financial year.

24. The Company has complied with the provisions of 293(1)(d) of the Act.

25. The Company has complied with the provisions of 372A of the Act.

26. The Company has not altered the provisions of the Memorandum with respect to situation of the Company’s registered office from the one state to another during the year under scrutiny.

27. The Company has not altered the provisions of the Memorandum with respect to the Objects of the Company during the year under scrutiny.

28. The Company has not altered the provisions of the Memorandum with respect to Name of the company during the year under scrutiny.

29. The Company has altered the provisions of the Memorandum with respect to Share Capital of the company during the year under scrutiny and complied with the provisions of the Act.

30. The Company has not altered its Articles of Association during the year.

31. There was no prosecution initiated against or show cause notices received by the Company and no fines or penalties or any other punishment has been imposed on the Company during the financial year, for offences under the Act.

32. The Company has not received any money as security from its employees during the financial year.

33. The Company is regular in payment of Provident Fund Dues.

For GMJ & ASSOCIATESCompany Secretaries

Sd/-SONIA CHETTIARPartnerACS : 27582 COP : 10130


76


ANNEXURE - ‘A’ TO THE SECRETARIAL COMPLIANCE CERTIFICATEName of the Company: M/s. BRADY & MORRIS ENGINEERING COMPANY LIMITED.DETAILS OF REGISTERS MAINTAINED:

Sr. No.

Section Number Name of Register

1. 108 Share Transfer Register

2. 150 Register of Members

3. 193 Minutes of all meetings of Board of Directors

4. 193(1) Minutes of General Meetings

5. 301 Register of Contracts.

6. 303 Register of Directors.

7. 125 Register of Charges

8. 307 Register of Directors’ Shareholding

ANNEXURE - ‘B’ TO THE SECRETARIAL COMPLIANCE CERTIFICATEName of the Company: M/s. BRADY & MORRIS ENGINEERING COMPANY LIMITED.DETAILS OF FORMS FILED WITH THE REGISTRAR OF COMPANIES:

Sr.No.

Document/ Under Section Filed on Whether filed in time

Whether additional fee paid

1. Annual Return. U/s. 159- Form 20B. 05.10.2011 Yes. No.

2. Balance Sheet U/s. 210- Form 23AC/23ACA – XBRL Mode

16.12.2011 Yes. No.

3. Secretarial Compliance Certificate U/s. 383A. 24.08.2011 Yes. No.

4. Form 1INV 22.09.2011 NA NA

5. Form 23 U/s. 192 29.08.2011 Yes No

6. Form 8 U/s. 125 21.07.2011 Yes No

7. Form 5 U/s. 97 06.09.2011 Yes No

8. Form 2 U/s. 75(1) 12.09.2011 Yes No

For GMJ & AssociatesCompany Secretaries

Sd/-Sonia ChettiarPartnerACS : 27582 COP : 10130


77


AUDITORS’ REPORT

To the Members of Brady & Morris Engineering Co. Ltd.

1. We have audited the attached Balance Sheet of Brady & Morris Engineering Company Limited as at March 31, 2012 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with Auditing Standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Financial Statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the annexure referred to above, we report that -

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of the audit;

(b) In our opinion proper books of account as required by the law, have been kept by the company so far as appears from our examination of those books;

(c) The Balance Sheet, Profit & Loss account and the Cash Flow Statement dealt with by this report are in agreement with the books of account of the company;

(d) In our opinion the Balance Sheet, Profit & Loss account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(e) On the basis of written representations received from the directors as on March 31, 2012 and taken on record by the board of directors, we report that none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements, read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the Accounting Principles generally accepted in India:

(i) In the case of the Balance Sheet, of the state of affairs of the company as at March 31, 2012;

(ii) In the case of the Profit and Loss Account, of the loss of the company for the year ended on that date; and

(iii) In the case of the Cash Flow Statement, of the Cash Flows of the Company for the year ended on that date.

For and on behalf ofC. L. DALAL & CO.


Sd/-R. C. JAIN

PartnerDate: 4th August, 2012 Membership No. : 5180Place: Mumbai Firm Regn. No. : 102026W

78


ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE REPORT OF THE AUDITORS

(i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, the fixed assets have been physically verified by the management at reasonable intervals. In our opinion, the programme of verification is reasonable having regard to the size of the company and the nature of its assets. We have been informed that no material discrepancies were noticed on such verification subject to observation in (a) above.

(c) During the year, the Company has not disposed off any major part of Plant & Machinery that would affect the going concern status of the Company.

(ii) (a) As explained to us, the inventories have been physically verified during the year by the management except inventories lying with third parties which have been confirmed and stock in transit which have been subsequently received. In our opinion, the frequency of verification is reasonable.

(b) As explained to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the inventory records, we are of the opinion that, the company is maintaining proper records of inventory. Discrepancies noticed on physical verification of inventory as compared to book records were not material.

(iii) (a) The Company has not granted any loans secured or unsecured to companies, firms or other parties covered in the Register maintained under Section 301 of the Act, and therefore, the provisions of clauses (iii) (b), (iii) (c) & (iii) (d) of the Order are not applicable to the Company.

(b) The Company has not taken any loans secured or unsecured from companies, firms, or other parties covered in the Register maintained under Section 301 of the Act, except interest bearing unsecured loan from its holding company of ` 237.60 lacs, which has been repaid during the year and an interest-free unsecured loan of ` 38 Lacs from an associate private limited company, for which there is no stipulation as to repayment of principal which has been repaid during the year.

(iv) In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the Register required to be maintained under that Section, and

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements in respect of its Holding Company during the year have been made at prices based on the policy laid down and mutually agreed upon for marketing company’s products as in past based on list prices fixed from time to time. However, the reasonableness of such prices cannot be evaluated having regard to prevailing market rates at the relevant time.

(vi) According to the information and explanations given to us, the Company has not accepted deposits from the public and hence, the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA or any other relevant provisions of the Act, and the rules framed there under, are not applicable to the Company.

(vii) In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

(viii) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete

79


(ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-tax, Sales Tax, Wealth tax, Service tax, Custom duty, Excise duty, Cess and any other statutory dues applicable to it.

(b) On the basis of our examination of documents and records there are no disputed statutory dues outstanding of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess etc.

(x) In our opinion the Company has accumulated losses at the end of the Financial year which are not more than 50% of it’s net worth and the company has incurred cash losses during the financial year under report and immediately preceding the financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

(xii) In our opinion the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hence, maintenance of records is not applicable.

(xiii) In our opinion the Company is not a chit fund or nidhi mutual benefit fund/society and therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other Securities and accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

(xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) In our opinion and according to the information and explanation furnished to us, the Term Loan raised during the year has been generally applied for the purpose for which the same was obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet and cash flow statement of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under Section 301 of the Act and therefore, the provisions of clause 4(xviii) of the Order are not applicable to the Company.

(xix) According to the information and explanations given to us, the Company has not issued any debenture and therefore, the provisions of clause 4(xix) of the Order are not applicable to the Company.

(xx) According to the information and explanations given to us, the provisions of clause 4(xx) of the Order with regard to end use of money raised on public issue are not applicable to the Company.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year under review.

For and on behalf ofC. L. DALAL & CO.


Sd/-R. C. JAIN

PartnerDate: 4th August, 2012 Membership No. : 5180Place: Mumbai Firm Regn. No. : 102026W

80


BALANCE SHEET AS AT 31ST MARCH, 2012(` in Lacs)

Note As at 31st March, 2012


EQUITY AND LIABILITIESShareholders’ funds

Share Capital 1 975.00 225.00 Reserves and Surplus 2 (311.03) (27.35)

663.97 197.65Non-Current Liabilities

Long- term borrowings 3 30.70 20.17 Deferred tax Liabilities (Net) 4 - 16.73 Other Long Term Liabilities 5 1,365.95 250.86 Long Term Provisions 6 71.60 76.15

1,468.25 363.91Current Liabilities

Short term borrowings 7 942.91 1,486.46 Trade Payables 8 1,294.07 1,888.39 Other Current Liabilities 9 129.32 126.60 Short Term Provisions 10 38.70 20.20

2,405.00 3,521.65TOTAL 4,537.22 4,083.21

ASSETSNon-Current Assets

Fixed assets 11Tangible assets 1,296.72 1,070.60 Intangible assets 0.15 0.23 Capital work-in-progress 106.07 227.82

1,402.94 1,298.65Non-current investments 12 6.28 6.28 Long term loans and advances 13 95.15 89.41

101.43 95.69Current assets

Inventories 14 1,260.91 1,622.43 Trade Receivables 15 1,290.26 817.02 Cash and Bank balances 16 87.13 77.90 Short Term Loans and Advances 17 384.02 162.56 Other Current Assets 18 10.53 8.96

3,032.85 2,688.87TOTAL 4,537.22 4,083.21

The significant accounting policies and notes form an integral part of these financial statements

1 to 33

The above Balance Sheet & relevant notes are autheniticated by us

As per our attached Report of even date For and on behalf of the BoardFor and on behalf of C. L. DALAL & COChartered Accountants Pavan G. Morarka Chairman



81


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2012(` in Lacs)

Note 2011 - 12 2010 - 11

REVENUE

Revenue from Operations 19 3,437.15 2,742.10

Other Income 20 15.27 17.44

Total Revenue 3,452.42 2,759.54

EXPENSES

Cost of Materials Consumed 21 1,827.34 1,889.93

Purchases of Stock-in-Trade 5.85 93.29

Changes in Inventories of finished goods, work-in-progress and Stock-in-Trade

22 241.79 (331.66)

Employee Benefits Expense 23 358.27 347.24


Depreciation and Amortization Expense 11 94.90 95.41

Other Expenses 25 1,163.25 775.36


Profit / (Loss) before exceptional items and tax (473.21) (275.92)

Exceptional items 26 172.80 (14.88)

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

Tax expense:

Deferred tax (16.73 ) 8.12

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

Earnings per equity share of ` 10 each 27

Basic (12.61) (13.29)

Diluted (12.61) (13.29)

The significant accounting policies and notes form an integral part of these financial statements

1 to 33

The above Profit and Loss Account & relevant notes are autheniticated by us




82


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH,2012(` in Lacs)

As at31-03-2012

As at31-03-2011

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before Tax & Extraordinary items (300.41) (290.80)

Add/(Less)Adjustments for:

Depreciation 94.89 95.41

Interest/Dividend Received (7.42) (4.71)

(Profit)/Loss on sale of Fixed Assets (0.46) 1.00

Interest paid 208.41 134.97

295.42 226.67

Operating Profit before Working Capital changes a (4.99) (64.13)

Trade & Other Receivables (473.25) 631.86

Inventories 361.53 (341.71)

Other Current Assets (5.62) 0.50

Loans & Advances (223.22) (28.97)

Trade Payables (594.33) (445.82)

Other Provisions 1,129.55 133.60

CASH GENERATED FROM OPERATIONS b 194.66 (50.54)

Interest Paid (206.06) (134.97)

Direct taxes Paid (3.96) -

c (210.02) (134.97)

Cash flow before Extra ordinary items (a+b+c) (20.35) (249.64)

Net Cash generated from/(used) in

operating activities A (20.35) (249.64)

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (322.12) (153.16)

Sale of Fixed Assets 1.65 12.99

Capital work in Progress 121.74 (146.97)

Interest/Dividend received 11.47 4.71

Net Cash generated from/(used in) B (187.26) (282.43)

Investing activities

83


As at31-03-2012

As at31-03-2011

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from/Repayment long term borrowings (533.03) 571.76

Increase in share capital 750.00 -

Dividend Paid (including Dividend tax) (0.13) (39.49)

Net Cash generated from/(used in) 216.84 532.27

Financing activities C

Net (decrease)/increase in cash & cash equivalents (A+B+C)

9.23 0.20


At the beginning


77.90 77.70



87.13 77.90

Increase (decrease) in Cash & Cash equivalent 9.23 0.20


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH,2012 (Contd.)(` in Lacs)




84


SIGNIFICANT ACCOUNTING POLICIES – 31.03.2012

1. ACCOUNTING CONCEPTS :

The accounts have been prepared on historical cost convention. The company follows the accrual basis of accounting. The Financial Statements are prepared in accordance with the accounting standards specified in the Companies (Accounting Standards) Rules, 2006 notified by the Central Government in terms of section 211 (3C) of the Companies Act, 1956.

2. USE OF ESTIMATES :

The presentation of financial statements requires certain estimates and assumptions. These estimates and assumptions affect the reported amount of assets and liabilities on the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Difference between the actual result and estimates are recognized in the period in which the results are known / materialized

3. REVENUE RECOGNITION :

Revenue (income) is recognized when no significant uncertainty as to the measurability or collectibility exists

4. FIXED ASSETS AND DEPRECIATION :

(a) Fixed Assets, other than unsold portion of land at Mumbai, are stated at their original cost including the expenditure incurred in connection with the shifting of the factory by apportioning the same as under :

(i) direct expenditure to the respective fixed assets;

(ii) indirect expenditure on pro-rata basis to the related fixed assets;

(b) Depreciation is charged on fixed assets at the written down value method as per the rates prescribed under Schedule XIV of the Companies Act, 1956 as amended. Depreciation on additions during the year is provided on pro-rata basis. Depreciation is provided on deduction from assets in the year up to the date of deduction only.

(c) Intangible assets are written off over a period of 10 years in ten equal installments.

(d) Interest paid on Term Loan for acquisition of fixed assets is capitalized up to the date of installation / ready to use.

5. FOREIGN CURRENCY TRANSACTIONS :

All monetary assets and liabilities remaining unsettled at the year end are translated at the closing exchange rate. Any income or expenses on account of exchange difference either on settlement or on translation is recognized in the relevant head of the Profit & Loss Account except in case where they relate to acquisition of Fixed Assets in which case they are adjusted in the carrying cost of such assets / capital work in progress and the relevant loan account.

6. INVESTMENTS :

(a) Quoted investments are stated at cost or market value whichever is less.

(b) Unquoted investments are stated at cost and other unquoted investments which are not realizable, are stated at token value of Re.1/- each by writing down the value of investments.

(c) Investments in Govt. Securities are stated at cost.

7. INVENTORIES :

These are valued as under:

Stores; Loose Tools; Spare parts; Bought out components, Raw materials and Work-in-progress, Trading goods, and Finished Goods at lower of cost or at net realizable value, and Scrap at realizable value.

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8. EMPLOYEE BENEFITS :

(a) Incremental liability for Gratuity is accounted based on actuarial valuation certificate received by an Actuary as per Accounting Standard 15 issued by the Institute of Chartered Accountants of India

(b) Liability for unavailed Privilege leave is accounted on the basis of actuarial certificate received by an Actuary as per Accounting Standard 15 issued by the Institute of Chartered Accountants of India

9. CONTINGENT LIABILITES :

Contingent Liabilities are not provided for and are disclosed by way of notes.

10. DEFERRED REVENUE EXPENDITURE :

(a) Compensation payable on closure of unit / voluntary block retirement is accounted by spreading the total expenditure over a period of five years in equal installments.

(b) Expenses incurred due to increase in Authorized Share Capital is equally spread over for a period of five years.

(c) Expenditure incurred in connection with issue of Bonus Shares is charged to Profit & Loss Account in the year in which it is incurred.

11. TAXES ON INCOME :

Income taxes / expenses comprise both, current & deferred tax. Current tax is measured at the amount expected to be paid/recovered from the tax authorities using the applicable tax rates. Deferred tax assets and liabilities are recognized for future tax consequences attributable to timing differences between taxable income and accounting income that are capable of reversal in one or more subsequent periods and are measured using enacted tax rates.

12. PROVISIONS & CONTINGENT LIABILITIES:

Provisions are recognized for present obligation of uncertain timing or amount as a result of a past event where a reliable estimate can be made and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation. Where it is not possible that an outflow or resources embodying economic benefits will be required or the amount cannot be estimated reliably, the obligation is disclosed as contingent liability, unless the probability of outflow or resources embodying economic benefits is remote.

Possible obligations whose existence will only be confirmed by the occurrence or non-occurrence of one or more uncertain events are also disclosed as contingent liabilities unless the probability of outflow of resources embodying economic benefit is remote.

86


NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 20121 SHARE CAPITAL (` in Lacs)



Authorised

50,00,000 Equity shares of ` 10/- each 500.00 500.00

1,00,00,000 7.5% Non-Redeemable & Non cummulative Preference shares of ` 10/- each

1,000.00 -

1,500.00 500.00

Issued, Subscribed & Paid up

Equity Shares

22,50,000 Equity Shares of ` 10/- each fully paid up 225.00 225.00

Preference Shares

75,00,000 7.5% Non-Redeemable & Non cummulative 750.00 -

Pref.Shares of ` 10/- each fully paid

Total 975.00 225.00

1.1 The reconciliation of the number of shares oustanding:

The Company has issued 75,00,000 Non-redeembale & non-cumulative preference shares during the year.

1.2 The details of Shareholders holding more than 5% shares:

Name of the Shareholder As at 31st March, 2012 As at 31st March, 2011

No. of Shares held

% of Holding No. of Shares held

% of Holding

Equity Share

W.H.Brady & Co Ltd 1,798,151 79.92 1,798,151 79.92

Morris Material Handling Ltd 139,200 6.19 139,200 6.19

Preference Share

W.H.Brady & Co Ltd 7,500,000 100.00 - -

1.3 84,290 (Previous Year 84,290) Equity Shares are alloted as fully paid up pursuant to contracts, without payments being received in cash

1.4 15,00,000 (Previous Year 15,00,000) Equity Shares are alloted as Bonus Shares by capitalisation of Profits

1.5 The Company has only one class of equity and preference shares having a par value of `10 per share. Each Equity Shareholder is eligible for one vote per share. The dividend proposed by the Board of Directors is subject to the approval of shareholders, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion of their shareholding.

87


2 RESERVES & SURPLUS (` in Lacs)


Revaluation Reserve

Opening Balance 116.20 116.20

Add: Current Year Transfer - -

Less: Transfer to Profit & Loss A/c - -

Closing Balance 116.20 116.20

General Reserve

Opening Balance - 29.00

Add: Current Year Transfer - -

Less: Transfer to Profit & Loss A/c - 29.00

Closing Balance - -

Profit & Loss Account

Opening balance (143.55) 126.37

Add: Profit / (Loss) For the current year (283.68) (298.92)

Less: Transfer from Reserves - 29.00

Closing Balance (427.23) (143.55)

Total (311.03) (27.35)

3 LONG TERM BORROWINGS (` in Lacs)



SecuredLong term maturities of finance lease obligations 11.38 3.96(Vehicles Loans from Financial Institutions. Secured By Motor Vehicles)UnsecuredDepositsFrom Dealers 19.32 16.21Total 30.70 20.17

3.1 Terms of Repayment of finance lease obligations

Name of Institutions Instruments Repayment scheduleFrequency Number of

InstallmentsFirst

installment dueKotak Mahindra Prime Ltd. Car Loan Vehicle Loan Monthly 35 30/8/2010

ICICI Bank Ltd - Car Loan Vehicle Loan Monthly 36 15/2/2012

Kotak Mahindra Bank Ltd. - Tata 207 Vehicle Loan Monthly 47 7/10/2011

Kotak Mahindra Bank Ltd. - Tata Pick Up Vehicle Loan Monthly 47 7/10/2011

4 DEFERRED TAX LIABILITY

The company has carried forward losses as per books and also as per Income Tax Act. Deferred Tax Assets for the current year are not accounted for in the absence of prudence and virtual certainty for sufficient future income as required by Accounting Standard 22 “Accounting for Taxes on Income” issued by the Institute of Chartered Accountants of India.

88


5 OTHER LONG TERM LIABILITIES (` in Lacs)



Trade Payables 24.09 13.26(Unsecured, considered good)Trade Advances from Holding Company 1,341.86 237.60Total 1,365.95 250.86

6 LONG TERM PROVISIONS (` in Lacs)



Provision for employee benefitsLeave Encashment 4.50 3.87Ex-gratia 0.83 3.00Bonus 1.65 8.74Gratuity 3.80 2.08Provision for Taxation 55.51 55.49Other Provision Interest payable for dealer deposit 5.31 2.97Total 71.60 76.15

7 SHORT TERM BORROWINGS (` in Lacs)



SecuredTerm Loans From Union Bank Of India - 335.98Term Loan on Vehicle From Union Bank Of India - 1.35Cash Credit 942.91 1,111.13(Cash credit from Bank, against hypothecation of Raw materials, Stores, Spare parts, Finished goods and Work-in-porgress)UnsecuredDeposits From Associates - 38.00Total 942.91 1,486.46

7.1 Terms of Repayment of Term Loans

Name of Institutions Repayment scheduleInstruments Frequency Number of

InstallmentsFirst

installment dueUnion Bank of India - II Term Loan Monthly 63 Sep-07Union Bank of India - III Term Loan Monthly 60 May-10Union Bank of India - IV Term Loan Monthly 60 Oct-10

7.2.1 The term Loan II is secured by equitable mortgage of Factory Land & Building at Plot No.326-B, Sarsa Kanera Road, Sarsa Patia, Village Kanera, Dist. Kanera. Gujarat and Extension of Factory Land and Building at Vatva.

7.2.2 The term loan III of ` 250 lacs is secured by hypothecation of Plant and Machinery acquired by utilizing the term loans. Extension of equitable mortgage of properties already mortgaged with the Bank to cover our entire exposure to the company.

89


7.2.3 The term loan IV of ̀ 1 crore is secured by equitable mortgage of plot of land to be acquired utilizing the term loans with further extension of equitable mortgage of properties already mortgaged with the Bank to cover our entire exposure to the company.

7.2.4 The above facilities are further collaterally secured against commercial building at 414, Senapati Bapat Marg, Lower Parel, Mumbai-400 013, Factory land & building at 505, GIDC, Phase IV, Vatva, Ahmedabad and Factory Land & Building at Plot No.326-B, Sarsa Kanera Road, Sarsa Patia, Village Kanera, Dist. Kanera. Gujarat, by way of first charge on the prime and collateral security as mentioned above. The term loan IV is collaterally secured against the equitable mortgage of plot of land to be acquired utilizing the term loans with further extension of equitable mortgage of properties.

8 TRADE PAYABLES (`in Lacs)

As at 31st March 2012


Micro, Small and Medium Entreprises - -Others 1,294.07 1,888.39Total 1,294.07 1,888.39

8.1 The details of amounts outstanding to Micro, Small and Medium Enterprises based on available information with the company is as under:

Particulars As at 31st March 2012


Principal amount due and remaining unpaid - -Interest due on above and the unpaid interest - -Interest paid - -Payment made beyond the appointed day during the year - -Interest due and payable for the period of delay - -Interest accrued and remaining unpaid - -Amount of further interest remaining due and payable in succeeding years - -

9 OTHER CURRENT LIABILITIES (` in Lacs)



Unclaimed dividends 2.83 2.95Other Payables :Advances from Customers 121.67 116.56Statutory dues 4.82 7.09Total 129.32 126.60

9.1 There is no amount due and outstanding to be credited to Investor Education and Protection Fund as at 31st March, 2012

10 SHORT TERM PROVISIONS (` in Lacs)



Provision for employee benefitsBonus Payable 3.77 -Ex-gratia Payable 4.87 -Salary Payable 13.08 8.63Other operating expenses 16.98 11.57Total 38.70 20.20

90

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12 NON CURRENT INVESTMENTS (` in Lacs)



Investment in Equity instruments:Unquoted:50,000 Equity Shares of ` 10/- each of Brady Estate Pvt Ltd (Formely known as Brady Futures Pvt Ltd)

5.00 5.00

20,000 Equity Shares of ` 5/- each of Brady Services Pvt Ltd. 1.00 1.00

50 Equity Share ` 10/-each of Brady Air Ltd (Formely Known as Brady Satlink Ltd) 0.01 0.01

2,500 Equity share of ` 10/- each of Brady Telesoft Pvt Ltd 0.25 0.25

78,964 Equity shares of `12.50/- each of Ganesh Flour Mills Ltd

(Cost ` 4,00,037/-) (Investments of ` 1/- appearing in the books)

0.00 0.00

Others:25 shares of ` 100/- each of The Manekchawk Co-Op Bank Ltd 0.02 0.02

Preference Share520 7% First Cummulative preference shares of ` 12.50/- each of Ganesh Flour Mills Co Ltd. (Cost ` 6,645/-) (Investments of ` 1/- appearing in the books)

- -

Total 6.28 6.28

At Cost 6.28 6.28

At Market Value - -

12.1 As reported earlier,the compnay had filed appeal with the compnay law board against the dismissal of the company’s application by the said board in 1982 in connection with the transfer of 54000 eqity shares of the Ganesh Floor Mills Co. Ltd. to its name.The appeal is pending for final hearing and disposal.However, by way of abundant caution, the company during the year ended 31st March,1994, stated the value of the said investment at a token figure of ` 1 each by writing of the investment.

13 LONG TERM LOANS & ADVANCES (` in Lacs)



(Unsecured, considered good)

Security Deposits 10.72 8.96

Advance Tax, TDS, FBT, etc. 84.43 80.45

Total 95.15 89.41

14 INVENTORIES (` in Lacs)



Raw Materials & Components 503.22 640.87Goods-in transit 17.94 3.39

521.16 644.26

Work-in-progress 728.87 970.65Stores and spares 10.88 7.52Total 1,260.91 1,622.43

92


14.1 Details of raw materials (` in Lacs)



Indigeneous:

Chairs 34.48 180.33

Round Bar & Square Bar 16.39 21.10

M.S.Paltes & Profiles 1.15 1.30

Angles 7.18 2.13

Channel 8.28 3.90

Beam 7.04 11.66

Pipes 10.68 3.24

M.S.Plates 23.79 25.73

Chain 17.86 16.52

Electrical Items 166.77 137.97

Bearings 12.62 18.86

Castings and Forgings 26.64 22.56

Components ( CPB,TT,EHB,Non Standard Items) 188.28 198.96

Total 521.16 644.26

14.2 Details of Work-in-progress (` in Lacs)



Chairs 21.12 134.65

Components 58.02 75.41

Chain Pully Blocks 139.01 100.20

Electric Chain Hoist 409.37 427.17

Cranes 98.36 229.10

Miscellaneous 2.99 4.12

Total 728.87 970.65

14.3 Details of Stores and Tools (` in Lacs)



Loose Tools 6.14 5.71

Stores & Consumables 2.06 1.81

wooden Boxes 2.68 -

Total 10.88 7.52

93


15 TRADE RECEIVABLES (` in Lacs)



(Unsecured and cosidered good)

Over Six months 172.96 94.70

Others 1,117.30 722.32

Total 1,290.26 817.02

16 CASH AND BANK BALANCES (` in Lacs)



Bank Balances: **In Current Account 8.62 2.47 Fixed Deposit with Bank # 74.44 74.45 Cheque’s In Transit 4.00 0.90

87.06 77.82 Cash on hand 0.07 0.08 Total 87.13 77.90

** Balance with Banks includes Dividend of ` 2.83 Lacs (Previous Year ` 2.95 Lacs)

# Fixed deposits with banks include deposits of ` 28.75 lacs (Previous Year ` 25.93 lacs) with maturity of more than 12 months. Fixed deposits are secured against bank guarantees.

17 SHORT-TERM LOANS AND ADVANCES (` in Lacs)



(Unsecured, considered good)Loans and advances to related parties 349.58 102.65Statutory dues (net of tax provisions) 31.39 58.33Other Advances 3.05 1.58Total 384.02 162.56

17.1 Loans advances to related parties are granted interest-free and having no defined repayment structure.

18 OTHER CURRENT ASSETS (` in Lacs)



Deferred expenses for increase in Authorised Share Capital 7.05 0.45 Accrued Interest 0.13 4.18 Prepaid Expenses 3.35 4.33 Total 10.53 8.96

94


19 REVENUE FROM OPERATIONS (` in Lacs)

2011-12 2010-11Sale of products 3,802.98 3,068.44 Less:Excise duty 365.83 326.34 Total 3,437.15 2,742.10

20 OTHER INCOME (` in Lacs)

2011-12 2010-11Interest Income 6.02 3.31 Dividend Income 1.40 1.40 Miscellanous Income 4.24 12.63 Prior Period Income 3.61 0.10 Total 15.27 17.44

21 COST OF MATERIALS CONSUMED (` in Lacs)

2011-12 2010-11Steel 493.85 594.87 Chair 551.50 19.30 Others 787.84 1,369.05 Total 1,833.19 1,983.22

Imported & Indigenous 2011-12 2010-11Raw material consumed VALUE

(` in lacs)% VALUE

(` in lacs)%

Imported - - - - Indigenous 1,833.19 100.00 1,983.22 100.00 Total 1,833.19 100.00 1,983.22 100.00


2011-12 2010-11Inventories (at close): Work -in- Process 728.87 970.65Less:Inventories (at commencement): Work -in- Process 970.65 638.99Total 241.79 (331.66)

23 EMPLOYEE BENEFIT EXPENSES (` in Lacs)

2011-12 2010-11Salaries and Wages 324.57 308.30 Contributions to -

Provident fund, Superannuation scheme & Other funds 15.74 12.72 Employees’ State Insurance Scheme 5.70 5.72 Staff welfare expenses 12.26 20.50 Total 358.27 347.24

95


23.1 As per Accounting Standard 15 “Employee Benefits”, the disclosures as defined in the Accounting Standard are given below:

(` in Lacs)

2011 - 12 2010 - 11

Defined Benefit Gratuity Plan:

(I) Changes in present value of obligations Present value of Obligations as at the beginning of the year 11.67 10.94

Current Service Cost - 1.73

Interest Cost 0.19 0.84

Benefit Paid (1.15) (4.41)

Actuarial Losses / (Gains) on obligations 2.68 2.57

Present value of Obligations as at the end of the year 13.39 11.67

(II) Changes in Fair Value of plan assets Fair value of plan assets as at the beginning of the year 11.67 9.59 Expected return on Plan Assets 0.93 0.99 Contributions 2.68 4.95 Benefits Paid (1.15) (4.41) Actuarial Losses / (Gains) on Plan Assets (0.74) 0.55 Fair value of plan assets as at the end of the year 13.39 11.67

(III) Amounts to be recognised in the Balance Sheet and Profit and Loss Account

Prsent value of obligation as at end of the year 13.39 11.67 Fair Value of Plan assets as at the end of the year 13.39 11.67 Funded Status - - Net Asset / (Liability) recognised in the Balance Sheet - -

(IV) Expenses recognized in the Profit and Loss Account Service Cost 2.28 1.73 Interest Cost 0.96 0.84 Expected return on Plan Assets (0.93) (0.99) Net Actuarial Losses / (Gains) on Plan Assets for the period 0.37 2.02 Expenses recognised in Profit and Loss account 2.68 3.61

(V) Assumptions

2011-12 2010-11 2009-10 Mortality LIC (1994-96)

Ult LIC (1994-96)

Ult LIC (1994-96)

Ult Discount rate (per annum) 8.50% 8.25% 8.00%Rate of increase in compensation 3% 3% 3%Rate of return (expected) on plan assets 8.60% 8.00% 8.00%Present value of obligation 13.39 11.67 10.94Fair value of plan assets 13.39 11.67 9.62Surplus or (Deficit) in the plan - - -

96


24 FINANCE COST (` in Lacs)

2011-12 2010-11

Interest expenseTerm Loan 25.51 14.48

Working Capital 175.46 97.61

Hire Purchase 1.02 0.54

Others 6.42 22.33

Other borrowing costsBank charges & Commission 25.82 30.93

Total 234.23 165.89

25 OTHER EXPENSES (` in Lacs)

2011-12 2010-11

Stores, Spares & Tools Consumed 161.23 207.33

Payment to Auditors 1.57 1.22

Labour charges 518.61 220.93

Electricity, Power and Fuels 26.04 24.41

Repairs to Building 0.16 0.51

Repairs to Machinery 7.07 4.47

Repairs to Others 5.25 7.13

Insurance 4.05 3.42

Erection and Commissioning 31.65 8.55

Freight and Cartage 66.22 68.94

Rates and Taxes 12.21 12.71

Travelling and Conveyance 35.15 27.78

Commission/Discount 47.83 75.88

Rent 15.80 14.99

Advertisement and Publicity 4.76 12.54

Legal & Professional fees 28.43 18.61

Share of loss from AOP 136.69 -

Miscellaneous expense 60.53 65.94

Total 1,163.25 775.36

25.1 Details of Stores, Spares Consumed

2011-12 2010-11

Imported - - IndigenousSteel - - Chair - - Others 161.23 207.33 Total 161.23 207.33

97


25.2 Payment to Auditors as:

2011-12 2010-11

Statutory Audit Fees 0.75 0.75In other capacity - certificates 0.21 0.24For out-of-pocket expenses 0.31 0.22Cost Auditors :As auditors 0.30 -

25.3 C.I.F. Value of imports, expenditure and earnings in Foreign Currency

2011-12 2010-11

C.I.F. Value of imports : - -

Expenditure in Foreign currencies:Travelling expenses 0.97 1.54

Earnings in Foreign currencies: - -

26 EXCEPTIONAL ITEMS (` in Lacs)

2011-12 2010-11

Sundry Balance W/back (Net) 172.34 14.38

Profit on Sale/Disposal of Fixed Assets (Net) 0.46 0.50

Total 172.80 14.88

27 EARNINGS PER SHARE (EPS)

2011-12 2010-11

Net Profit after tax as per Statement of Profit and Loss attributable to Equity Shareholders (` in Lacs)

(283.68) (298.92)

Weighted Average number of equity shares used as denominator for calculating EPS Loss

22.50 22.50

Basic and Diluted Earnings per share (`) (12.61) (13.29)

Face Value per equity share (`) 10.00 10.00

Since the company has issued non-covertible preference shares during the year, as per the Accounting Standard requirements the same need not to be considered for the purpose of calculating Diluted EPS.

28 The Company has remitted dividend amounting to ` NIL (P.Y. ` 2.09 Lacs) in respect of shares held by Non-Residents.

29 Estimated amount of Contracts remaining to be executed on capital account and not provided for in accounts aggregate to Loss ` 0.63 ( P.Y. ` 75.74 Lacs)

30 CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF (` in Lacs)

2011-12 2010-11

Bank Gurantees given to Clients 444.65 486.72

Letter of Credit given to Clients - 74.54

Income tax Demands (including interest) - matter under rectification 9.73 9.73

Claim of warranty expenses made by dealer 3.22 3.22

98


31 RELATED PARTY INFORMATION

(A) Name of related party and nature of relationship Description of relationship Name of related party 1. Where signiicant influence exists:

W.H.Brady & Co Ltd Holding Company

2. Key Management Personnel :

Mr.Pavan G. Morarka Chairman

3. Other Related Parties

Brady Estates Pvt Ltd ( Formerly Known as Brady Futures Pvt.Ltd.) Associate

Brady Telesoft Pvt Ltd Associate

Brady Air Ltd Associate

Global Trade Crackers Pvt.Ltd Associate

Zoeftig Bradys Association of Persons (AOP)

(B) Transactions with related party (` in Lacs)

Name of Related Party

Relationship Nature of Transaction Amount Oustanding Balance

2011-12 2010-11 2011-12 2010-11

W.H.Brady & Co Ltd

Holding Co. Sale of Products Inclusive of taxes etc 703.77 681.13

(1,287.56) (829.52)

Purchase of Products 0.71 2.09

Dividend paid during the year - 27.22

Other expenses including reimbursements paid

4.02 13.76

Waiver off amount payable 92.21 -

Commission paid 27.28 33.60

Commission Received 4.37 9.85

Interest paid 4.74 19.01

Rent paid - 3.96

Long Term Loan payable - 237.60

Advance Received 1,341.86 591.92

Zoeftig Bradys AOP Sale of Products Inclusive of taxes etc 1,129.42 0.41

504.31 102.97

Reimbusement of Expenses received 111.70 125.99

Advances Recoverable 194.83 -

Debtors Outstanding 154.74 75.41

Brady Services Pvt Ltd

Associates Reimbusement of Expenses received 18.92 27.23

(12.44) -

Dividend received during the year 1.40 1.40

Maintenance/Commitment/charges received during the year

8.75 15.00

Deposite Balance - 38.00

Brady Estates Pvt Ltd

Associates Reimbusement of Expenses received 9.31 -

0.83 -

Maintenance/Commitment/charges received during the year

7.50 -

Advances Recoverable - -

Mr.Pavan G. Morarka

Key Management Personnel

Dividend paid during the year - 0.34

Sitting fees paid 0.30 0.45

99


(C) There are no provisions for doubtul debts or amounts written off save and except write back to credit to profit and loss account of exceptional items by waiver off amount due by holding company amounting to ` 92.21 Lacs.

(D) Related party relationship is as identified by the Company on the basis of information available with them and relied upon by the Auditors

32 SEGMENT INFORMATION

(a) Primary segment - Business Segment

The Company has identified reportable segments viz. Engineering & Sub Assembly of Chairs Segments

(` in Lacs)

2011-12 2010-11

Segment Revenue

a) Engineering ( MHED) 2,477.58 2,759.54

b) Sub Assembly of Chairs 974.84 -

Sub Total 3,452.42 2,759.54

Less : Inter-segment Revenue - -

Net Sales/Income from operations 3,452.42 2,759.54

Segment Results

(Profit(+)/Loss(-) before Tax and interest from each segment)

a) Engineering ( MHED) (86.02) (110.03)

b) Sub Assembly of Chairs (152.96) -

Sub Total (238.98) (110.03)

Less : Interest and other Financial Charges 234.23 165.89

Other un-allocate expenditure

Exceptional Items (172.80) 14.88

Total Profit/( Loss) Before Tax (300.41) (290.80)

Less : Deferred Tax (16.73) 8.12

Total Profit/( Loss) After Tax (283.68) (298.92)

Capital Employed

(Segment Assets -Segment Liabilities)

segment Asset 4,537.22 4,083.21

segment liabilites 3,873.25 3,885.56

Net Capital employed 663.97 197.65

a) Engineering ( MHED) 846.13 204.57

b) Sub Assembly of Chairs (182.17) (6.92)

Total Segment Capital Employed 663.97 197.65

100





(b) Secondary segment - Geographical Segment (` in Lacs)

Information of graphical segment: Year In India Outside India Total

Particulars

Segment Revenue 2011-12 3,452.42 - 3,452.42

2010-11 2,759.54 - 2,759.54

Segment Assets 2011-12 4,537.22 - 4,537.22

2010-11 4,083.21 - 4,083.21

Segment Liability 2011-12 3,873.25 - 3,873.25

2010-11 3,885.56 - 3,885.56

33 Previous year’s figures have been regrouped wherever necessary to make them comparable with current year.

"

W. H. BRADY & COMPANY LIMITED

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

Green Initiative in Corporate Governance Dear Shareholder,

In case you have not registered your e-mail address for receiving communication from the Company in electronic mode, you may submit the Registration Form given below. Shareholders holding shares in demat mode are request to register their e-mail address with the Depository Participant.

E-COMMUNICATION REGISTRATION FORM

(In terms of circular no. 17/2011 dated 21.04.2011 and circular no. 18/2011 dated 29.04.2011 issued by the Ministry of Corporate Affairs)

Folio No. /DP ID & Client ID: ...................................................................................................................................................

Name of 1st Registered Holder: ..............................................................................................................................................

Name of Joint Holder(s): ..........................................................................................................................................................

..................................................................................................................................................................................................

Registered Address: ................................................................................................................................................................

..................................................................................................................................................................................................

..................................................................................................................................................................................................

Email ID (to be registered)........................................................................................................................................................

I/We shareholder(s) of W. H. Brady & Company Limited agree to receive communication from the Company in electronic mode. Please register my/our above e-mail id in your records for sending communication through e-mail.

Date .............................................. Signature ...............................................

Note: Shareholder(s) are requested to keep the Company/Depository Participant informed as and when there is change in the e-mail address.



ATTENDANCE SLIP

PROXY FORM

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

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

I/We hereby record my/our presence at the NINETY NINETH ANNUAL GENERAL MEETING of the Company on Saturday, the 29th September, 2012 at 12.15 p.m. at Alexandra Girls’ English Institution, 31, Hazarimal Somani Marg, Mumbai 400 001.

I/We ...........................................................................................................................................................................................

of .........................................................................................................................................................being a Member/Members

of W. H. BRADY & COMPANY LIMITED HEREBY APPOINT .................................................................................................

........................ of..................................................................................... (or failing him/her) ....................................................

..................... of............................................................................................. (or failing him/her) ...............................................

......................... of............................................................................................. as my/our Proxy to attend and vote for me/us

and on my behalf at the NINETY NINETH ANNUAL GENERAL MEETING of the Company to be held on Saturday, the 29th

September, 2012 at 12.15 p.m. at Alexandra Girls’ English Institution, 31, Hazarimal Somani Marg, Mumbai 400 001, and at

any adjournment thereof.

(IN BLOCK LETTERS)

NAME OF THE SHAREHOLDER/PROXY :

SIGNATURE OF THE SHAREHOLDER/PROXY :

Ledger Folio No. ......................................... DP ID No. ............................................ Client ID No. .............................................

Ledger Folio No. ......................................... DP ID No ............................................ Client ID No. .............................................

No. of shares held ...................................

Note : Please complete the attendance slip and hand it over at the Entrance of the Meeting Hall.

Signed this ........................................ day of ......................................... 2012.

Signed by the said ........................................

Rs. 1/-RevenueStamp

NOTE : This Proxy Form in order to be effective should be duly stamped and completed and must be deposited at the Registered

Office of the Company, not less than 48 hours before the meeting.

"

"

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