BME 2012 Cover SAP · MR. PAVAN G. MORARKA Chairman MR. KAUSHIK D. SHAH MR. GAUTAM DIVAN MR....

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th66 ANNUAL REPORT 2011-12

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66th Annual Report 2011-2012

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.

Chartered Accountants

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 ........................................................................ 02

Directors’ Report........................................................ 07

Secretarial Compliance Certificate ............................ 15

Auditors’ Report ........................................................ 18

Balance Sheet ........................................................... 22

Profit & Loss Account ................................................ 23

Cash Flow Statement ................................................ 24

Significant Accounting Policies .................................. 26

Notes 1 to 33 ............................................................. 28

Green Initative in Corporate Governance .................. 45

Attendance Slip / Proxy Form .................................... 47

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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.”

For and on behalf of the Board

Sd/-PAVAN G. MORARKA

Chairman

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

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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


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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

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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.

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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.

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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.

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.

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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.



Chairman


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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.

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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


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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.

16


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

Place: Mumbai.Date: August 4, 2012.

17


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

Place: Mumbai.Date: August 4, 2012.

18


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.

Chartered Accountants

Sd/-R. C. JAIN

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

19


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

20


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

(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.

21


(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 of

C. L. DALAL & CO.Chartered Accountants

Sd/-

R. C. JAINPartner

Date: 4th August, 2012 Membership No. : 5180

Place: Mumbai Firm Regn. No. : 102026W

22


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

Note As at 31st March, 2012

As at 31st March, 2011

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

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

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

23


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

Finance Costs 24 234.23 165.89

Depreciation and Amortization Expense 11 94.90 95.41

Other Expenses 25 1,163.25 775.36

Total Expenses 3,925.63 3,035.46

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




24


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

25


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

Cash & Cash equivalent

At the beginning

Cash & Bank balances 77.90 77.70

77.90 77.70

At the end of the year

Cash & Bank balances 87.13 77.90

87.13 77.90

Increase (decrease) in Cash & Cash equivalent 9.23 0.20

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

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




26


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.

27


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.

28


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.

29


2 RESERVES & SURPLUS (` in Lacs)

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

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.

30


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.

31


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

32

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33


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

34


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

35


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

36


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

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

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

37


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 - - -

38


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

39


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

40


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

41


(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

42





(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.

43


NOTES

44


NOTES

"

BRADY & MORRIS ENGINEERING 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 Brady & Morris Engineering 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.

BRADY & MORRIS ENGINEERING CO. LTD

BRADY & MORRIS ENGINEERING CO. LTD

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 SIXTY SIXTH ANNUAL GENERAL MEETING of the Company on Saturday, the 29th September, 2012 at 11.30 a.m. at Alexandra Girls’ English Institution, 31, Hazarimal Somani Marg, Mumbai 400 001.

I/We ...........................................................................................................................................................................................

of .........................................................................................................................................................being a Member/Members

of BRADY & MORRIS ENGINEERING CO. LTD 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 SIXTY SIXTH ANNUAL GENERAL MEETING of the Company to be held on Saturday, the 29th

September, 2012 at 11.30 a.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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