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97th Annual Report 2009-2010

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W. H. BRADY & CO. LIMTED

BOARD OF DIRECTORS

MR. PAVAN G. MORARKA Chairman & Managing Director

MR. KAUSHIK D. SHAH

MR. PINAKI MISRA

MR. 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]: http://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 06

Secretarial Compliance Certificate 12

Auditors Report 15

Balance Sheet 18

Profit & Loss Account 19

Schedules A to Q 20

Company Profile 37

Cash Flow Statement 38

Subsidiary Company Statement 40

Consolidated Statement 41

Subsidiary Company Accounts 59

Attendance Slip / Proxy Form 99

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 97th Annual General Meeting of the Members of W. H. Brady & Company Limited will be held on Saturday, September 18, 2010 at 11.45 a.m. or immediately after conclusion of the Annual General Meeting of Subsidiary M/s. Brady & Morris Engineering Company Limited at Maharashtra Chamber of Commerce Trust, Babasaheb Dahanukar Sabhagriha, Oricon House, 6th Floor, 12, K. Dubhash Marg, Fort, Mumbai 400 001 to transact the following businesses:1. To Consider and adopt the Audited Balance Sheet as at 31st March, 2010 and the Profit & Loss Account for the year

ended on that date and the Report of Directors and Auditors thereon.2. To Declare a Dividend.3. To appoint a Director in place of Mr. Kaushik D. Shah, who retires by rotation and being eligible offers himself for

re-appointment.4. To appoint Auditors and to fix their remuneration.

SPECIAL BUSINESS:

5. To consider and if thought fit, to pass with or without modification(s), the following Resolution: AS A SPECIAL RESOLUTION: “RESOLVED THAT in superseding all the earlier resolutions passed in this behalf and pursuant to the provisions of

Sections 269, 309, 311 read with Schedule XIII and other applicable provisions of the Companies Act,1956, the consent of the members of the Company be and is hereby granted to the re-appointment of Mr. Pavan G. Morarka as Chairman & Managing Director of the Company for a period of 3 [Three] years with effect from 1st July, 2010 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. Pavan G. 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.”

Registered Office: FOR AND ON BEHALF OF THE BOARD

Brady House,

12-14, Veer Nariman Road, Fort, Sd/-

Mumbai - 400 001. PAVAN G. MORARKA

May 31, 2010. 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 14/09/2010 to 17/09/2010 (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 September 23, 2010 to those members whose names appear on the Register of Members of the Company as at the close of the business hours on September 17, 2010. In respect of shares held in demat mode, dividend will be paid on the basis of beneficial ownership as on September 17, 2010 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 it’s 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. 31.03.2004 14.08.2004 13.09.20112. 31.03.2005 27.08.2005 26.09.20123. 31.03.2006 23.09.2006 22.10.20134. 31.03.2007 27.09.2007 26.10.20145. 31.03.2008 30.08.2008 29.09.20156. 31.03.2009 19.09.2009 18.10.2016

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.

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 & Transfer

Agent of the Company for physical 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 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 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 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. upto the date of the Annual General Meeting.

11. Members/Proxies holding their Shares in Physical mode 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.

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 Tranfer Agents, 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. Explanatory statement pursuant to Section 192 in respect of item no. 5 is annexed herewith.


Brady House,

12-14, Veer Nariman Road,

Fort, Sd/-



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EXPLANATORY STATEMENT PURSUANT TO SECTION 173 OF THE COMPANIES ACT, 1956.

The present term of Mr. Pavan G. Morarka as Chairman & Managing Director will expire on 31.12.2013. As the Company has also diversified into Airport Infrastructure Equipments and Services by representing leading International Companies and offering their products and services to the Airport owners in India, the Chairman & Managing Director has been making extraordinary efforts and devoting a lot of time towards the working of the Company. The Board of Directors in their wisdom have felt the need to compensate the Chairman & Managing Director commensurate to the efforts and time devoted by him and accordingly the Directors in the Board Meeting held on 31.05.2010 have taken a decision to supersede the earlier resolution and pass a fresh resolution for re-appointment of Mr. Pavan G. Morarka as Chairman & Managing Director of the Company for a period of 3 [Three] years with effect from 1st July, 2010 subject to approval of the members of the Company at General Body Meeting on the following terms:-

1) Salary: Rs. 1,50,000/- [Rupees One Lac Fifty Thousand] per month with liberty to the Board to increase the same upto 2,25,000/- [Rupees Two Lacs Twenty Five Thousand] per month during the tenure.

2) House Rent Allowance Rs. 25,000/- per month.

3) Perquisites:

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. Personal long distance calls and use of car for private purpose shall be billed by the Company.

Appointment of Mr. Pavan G. Morarka has been done as per Section–B to PART-II of Schedule-XIII.

Necessary disclosures as provided in SECTION–B to PART-II of Schedule-XIII to the Companies Act, 1956 are as follows:

1. The above revision and change in 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 Airport Infrastructure and services, marketing & trading of Textiles and Engineering Products.

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.


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4. Financial Performance based on given indicators:

(Rs. in lacs)

Sr. No. Particulars 2009-10 2008-09 2007-08

1. Gross Income 1470.67 2248.02 1500.51

2. Profit before tax 273.12 196.21 213.20

3. Profit after tax 225.70 161.11 164.80

4. Dividend paid (including tax) 40.12 40.12 44.75

5. Rate of dividend % 15% 15% 15%

5. Foreign Investments or Collaborations:

Company does not have any investment outside India.

INFORMATION ABOUT THE APPOINTEE:Mr. Pavan G. Morarka aged about 54 years has got an experience of over 25 years to his credit. He is a B.com graduate.

Comparative Remuneration with respect to Industry, size of the Company etc. is not possible to be complied as it is difficult to call and compile information from such industries. In this regard the Board is of the opinion that the proposed remuneration is not detrimental to the interest of either the Company or its other stakeholders.

Mr. Pavan G. Morarka is Chairman and Managing Director of the Company and his past remuneration for the last three years is as under:-

(Rs. in lacs)

Remuneration

2009-10

12.00

2008-09

9.00

2007-08

9.00

II. OTHER INFORMATION:

The Company has been making profits and declaring dividends for the past many 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.

Except Mr. Pavan G. Morarka, none of the Directors of the Company is/are interested in the resolution.

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


Brady House,


Fort, Sd/-



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TO THE MEMBERS OF W. H. BRADY & CO. LTD.

Your Directors have pleasure in presenting the Ninety –seventh Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2010.

1. FINANCIAL HIGHLIGHTS :

2009-2010

(Rs.in Lacs)

2008-2009

(Rs.in Lacs)a) Gross Turnover 1551.19 2248.02b) Operating Profit before Interest and Depreciation 368.48 295.64c) Less : Interest 44.96 49.03d) Profit Before Depreciation 323.52 246.61e) Less : Depreciation 50.40 50.39f) Profit before Tax 273.12 196.22g) Less: Tax for the year:

(i) Current 44.75 25.00(ii) Deferred 2.37 2.32(iii) Fringe Benefit Tax — 7.50(iv) Wealth tax 0.29 0.28

Sub-total 47.41 35.10h) Profit after Tax 225.71 161.12i) Add/(Less) Prior year adjustments 1.58 (0.51)j) Profit for the year 227.29 160.61k) Add: Balance brought forward from the previous year 317.41 204.29l) Profit available for appropriations 544.70 364.90m) Less: Appropriations:-

i) Proposed Dividend 38.25 38.25ii) Tax on proposed Dividend 1.87 1.87iii) Transfer to General Reserve 12.00 12.00iv) Excess provision of Dividend Tax of last year written back. — (4.63)

Sub-total 52.12 47.49n) Balance carried to Balance Sheet 492.58 317.41

2. DIVIDEND :

Your Directors are pleased to recommend for the approval of the shareholders dividend @ 15% i.e. Rs. 1.50 per share for the year ended 31st March, 2010.

3. WORKING RESULTS :

The turnover of the Company decreased to Rs. 1551.19 Lacs as compared to Rs. 2248.02 Lacs in previous year, The profit before tax has increased to Rs. 273.12 lakhs as compared to Rs. 196.22 lakhs in the previous year.

4. FUTURE OUTLOOK :

The Company expects to do much better in the current year as the pending orders position is good both in the Engineering and the Avaition Division.

The Company is making all out efforts to enhance both the turnover and the profitability in the coming years.

5. BOARD OF DIRECTORS :

In accordance with the provisions of Section 256 of the Companies Act 1956 and the Articles of Association of the Company, Mr. Kaushik D. Shah retires by rotation and being eligible offers himself for re-appointment.

DIRECTORS’ REPORT


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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.

8. SUBSIDIARY OF THE COMPANY :

The Balance Sheet and Profit & Loss Account of Brady & Morris Engineering Co. Ltd. (the subsidiary of the Company) for the year ended 31st March 2010 along with the Directors’ Report are annexed for information of the shareholders.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO :

Information required in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure I and forms part of this Report.

10. COMPLIANCE CERTIFICATE :

Pursuant to provisions of Section 383 A of the Companies Act, 1956 and the rules made thereunder, the Company has obtained a Compliance Certificate from Practicing Company Secretary, Ms. Mansi Damania. The same is attached herewith.

11. APPOINTMENT OF AUDITORS :

M/s. C. L. 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. ACKNOWLEDGEMENT :

The Directors wish to place on record their appreciation of the co-operation and assistance received from Staff, Officers, Bankers, Customers and Suppliers.

FOR AND ON BEHALF OF THE BOARD

Sd/-

PAVAN G. MORARKA

Mumbai : 31st May, 2010 Chairman & Managing Director

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STATEMENT UNDER SECTION 217(1)(e) read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors’ Report for the year ended 31st March, 2010.

Item Particulars Comments

A. Conservation of Energy

(a) Measures taken )

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy

)

(c) Impact of measures at (a) and (b) above and consequent impact on cost of production in Form–‘A’

) Not Applicable

B. Technology Absorption

(a) Efforts made in technology absorption ) Not Applicable

(b) Research & Development )

(c) Technology absorption, adaptation and innovation )

C. Foreign Exchange Earnings and Outgoings Please refer Notes 12 to 15 of the Notes on Accounts.

FOR AND ON BEHALF OF THE BOARD

Sd/-

PAVAN G. MORARKA

Mumbai : 31st May, 2010 Chairman & Managing Director

ANNEXURE – I


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ANNEXURE II TO DIRECTORS’ REPORT FOR THE YEAR ENDED MARCH 31, 2010VOLUNTARY 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.

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 CMD 14/01/1982 5 YES

Mr. Kaushik D. Shah Director 23/06/1984 5 YES

Mr. Pinaki Misra Director 23/06/1984 4 YES

Mr. Prakash Mehta Director 19/05/1994 2 NO

CMD stands for Chairman and Managing Director.

During the financial year ended March 31, 2010, 5 [FIVE] Board meetings were held on 27/04/2009, 27/07/2009, 19/09/2009, 24/10/2009 and 30/01/2010.

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 : 97th Annual General Meeting.

DAY & DATE : September 18, 2010.

TIME : 11.45 a. m.

VENUE : Maharashtra Chamber of Commerce Trust, Babasaheb Dahanukar Sabhagriha, Oricon House, 6th Floor, 12, K. Dubhash Marg, Fort, Mumbai 400 001

DATE OF BOOK CLOSURE: 14/09/2010 to 17/09/2010 [Both days inclusive].

SHARE TRANSFER SYSTEM:

Share Transfer Requests are received at the registered office of the Company as 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 AGENTS :

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]

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, 2010, 550,655 Shares representing 21.59% of total Equity Shares were held in dematerialised form with NSDL and CDSL.

Members 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 Venue

31.03.2007 27.09.2007 12.15 P.M. Alexandra Girls English Institution 31, Hazarimal Somani Marg, Mumbai – 400 001.

31.03.2008 30.08.2008 12.15 P.M. Maharashtra Chamber of Commerce Trust, Oricon House, 6th Floor, 12, K. Dubhash Marg, Fort, Mumbai

400 001.

31.03.2009 19.09.2009 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.brady.in

SHAREHOLDING PATTERN AS ON MARCH 31, 2010:

Category No. Of shares held % of shareholding

Promoters 21,15,485 82.96

Private Bodies Corporate 65,781 2.58

Indian Public 3,26,262 12.80

NRI/OCBs 42,472 1.66

Total 25,50,000 100.00

DISTRIBUTION OF SHAREHOLDING AS ON 31/03/2010:

No. of Equity Shares held No. of Shareholders No. of Shares held % of Equity Capital

Upto 500 1169 119,920 4.70

500-1000 68 49,394 1.94

1001-2000 29 41,922 1.65

2001-3000 08 19,469 0.76

3001-4000 02 7,237 0.28

4001-5000 02 9,307 0.37

5001-10000 07 55,835 2.19

10001 & above 14 22,46,916 88.11

Total 1299 25,50,000 100.00

COMPLIANCE OFFICER & ADDRESS FOR CORRESPONDENCE:

Mr. R. K. Sharma

W. H. BRADY & COMPANY LIMITED


Fort,

Mumbai - 400 001.

E-mail : [email protected]

Telephone No. 22048361/2/3.

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COMPANY NO. 11-000367 AUTHORISED SHARE

CAPITAL: RS. 5,00,00,000/-

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

The Members,

M/s. W.H.BRADY & COMPANY LIMITED

Brady House,

12/14, Veer Nariman Road,

MUMBAI - 400 001.

I 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, 2010. In my opinion and to the best of my information and according to the examinations carried out by me and explanations furnished to me by the Company and its officers, I 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 5 [Five] times during the aforesaid Financial Year i.e. on 27.04.2009, 27.07.2009, 19.09.2009, 24.10.2009 and 30.01.2010 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 19th September, 2009 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 and necessary compliances of the Act were made.

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 year.

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

17. The Company was required to obtain approval of the Company Law Board for condonation of delay in respect of filing of change.

SECRETARIAL COMPLIANCE CERTIFICATE


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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.

Sd/-

CS MANSI DAMANIA

ACS: 22670, COP: 8120

Place: Mumbai.

Date: May 31, 2010.

14


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 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 Charge

8. 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. 23.10.2009 Yes No

2. Balance Sheet U/s. 210. 29.09.2009 Yes No

3. Secretarial Compliance Certificate U/s. 383A. 22.09.2009 Yes No

4. Form 32 u/s.257, 260 04.12.2009 No Yes

5. Form 8 u/s. 125 10.06.2009 Yes No

6. DIN 3 u/s. 6 10.10.2009 Yes No

7. Form 23 30.09.2009 Yes No

8. Form 21 08.09.2009 Yes No

9. Form 8 u/s. 125 10.06.2009 Yes No

10. Form 25C u/s. 269 and Sch. XIII 08.04.2009 No Yes

11. Form 8 u/s. 125 08.04.2009 No Yes

12. Form 8 u/s. 125 08.04.2009 No Yes

13. Form 8 u/s. 125 10.06.2009 Yes No

Sd/-

CS MANSI DAMANIA

ACS: 22670, COP: 8120

Place: Mumbai.

Date: May 31, 2010.


15

To 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 2010, 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 accounts 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, 2010 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, 2010

(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 OF

C. L. DALAL & CO.,

CHARTERED ACCOUNTANTS

Sd/-

(R. C. JAIN)

PARTNER

Membership No.5180

Mumbai : 31st May, 2010. Firm Regn.No.102026W

AUDITORS’ REPORT

16


Annexure 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, 2010.

(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 Rs.237.60 lacs.

(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 thereunder, 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.

(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, 2010 for a period of more than six months from the date they became payable.

ANNEXURE TO THE AUDITORS’ REPORT


17

(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 Rs. In Lacs Forum where disputes pending

Income Tax Act 30.98 Appeal being filed with Income Tax Appellate Tribunal, Mumbai.

8.92 Before Assessing Officer for Appeal effect to be given.

Total 39.90

Sales Tax Act 1.69 Before Sales Tax Authority, Kolkata

4.93 Before 1st Appellate Authority, Kolkata

2.47 Before Sales Tax Appellate Tribunal, Kolkata

Total 9.09

(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 nidhimutual 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 OF

C. L. DALAL & CO.,


Sd/-

(R. C. JAIN)

PARTNER

Membership No.5180

Mumbai : 31st May, 2010. Firm Regn.No.102026W

18


As at As at31-03-2010 31-3-2009

SCHEDULE RUPEES RUPEES RUPEESI. SOURCES OF FUNDS:

1. SHAREHOLDERS’ FUNDS(a) SHARE CAPITAL A 2,55,00,000 2,55,00,000(b) RESERVES & SURPLUS B 49,58,70,571 50,03,67,147

52,13,70,571 52,58,67,1472. LOAN FUNDS:

(a) SECURED LOANS C 5,32,83,119 3,27,50,221(b) UNSECURED LOANS D 3,95,76,396 3,85,12,636

9,28,59,515 7,12,62,857

TOTAL 61,42,30,086 59,71,30,004II. APPLICATION OF FUNDS:

1. FIXED ASSETS(a) Gross Block E 64,64,46,102 64,16,94,322(b) Less: Depreciation 15,42,31,184 12,77,43,587(c) Net Block 49,22,14,918 51,39,50,735(d) Capital Work in progress 2,13,87,710 72,00,714

51,36,02,628 52,11,51,4492. INVESTMENTS F 44,72,216 4,472,2163. CURRENT ASSETS LOANS & ADVANCES G

(a) Current Assets

(i) Inventory 82,65,234 78,35,441(ii) Sundry Debtors 2,83,13,449 37,741,190(iii) ash & Bank Balances 36,80,518 27,04,986

(b) Loans & Advances 9,28,70,841 8,57,23,14013,31,30,042 134,004,757

4. LESS: CURRENT LIABILITIESAND PROVISIONS H 3,77,64,381 6,35,24,853Net Current Assets 9,53,65,661 7,04,79,904

5. DEFERRED TAX ASSET (NET) 7,89,581 10,26,4356. MISCELLANEOUS EXPENDITURE I — —

TOTAL 61,42,30,086 59,71,30,004NOTES FORMING PART OF ACCOUNTS Q

The above Balance Sheet,Schedules &relevant notes are authenticated by us

As per our attached Report of even date For and on behalf ofC. L. DALAL & CO.Chartered Accountants

For and on behalf of the Board

Pavan G. Morarka Chairman & Managing Director

R. C. JAIN K.D.Shah Director PartnerMembership No. 5180Mumbai : 31st May, 2010 Mumbai : 31st May, 2010

BALANCE SHEET AS AT 31ST MARCH, 2010


19

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





2009-10 2008-09SCHEDULE Rupees Rupees Rupees

INCOME :Sales J 7,74,66,765 13,89,19,394Other Income K 7,76,52,041 8,58,82,660

TOTAL 15,51,18,806 22,48,02,054EXPENDITURE:Cost of Trading Sales L 6,81,00,582 12,46,94,561Payments to and Provisions for Employees M 1,46,92,267 1,30,55,919Other Expenses N 3,54,78,012 5,74,88,228Interest O 44,95,692 49,03,195Depreciation 2,82,53,593 2,94,73,813Less: Transferred fromRevaluation Reserve 2,32,13,144 2,44,34,889

50,40,449 50,38,924TOTAL 12,78,07,002 20,51,80,827

Profit for the year 2,73,11,804 1,96,21,227Provision for Taxation:Income Tax 44,75,000 25,00,000Wealth Tax 29,500 28,000Deferred Tax 2,36,854 2,31,831Fringe Benefit Tax — 7,50,000

Profit after Tax 2,25,70,450 1,61,11,396Add/(Less):Prior Years’ Adjustments (Net) P 158,312 (50,605)Balance brought forward from the previous year 3,17,40,837 2,04,29,375Amount Available for Appropriation 5,44,69,599 3,64,90,166Less :Proposed Dividend 38,25,000 38,25,000Excess provision of Dividend Tax of earlier year written back.

— (4,62,865)

Tax on Proposed Dividend 1,87,194 1,87,194Transfer to General Reserve 12,00,000 12,00,000Balance carried to Balance Sheet 4,92,57,405 3,17,40,837Earning per share(basis & diluted) 8.85 6.32Nominal value for equity share 10.00 10.00(Refer Note No.B-8 of Schedule Q’ )NOTES FORMING PART OF ACCOUNTS Q

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH,2010

20


SCHEDULES ANNEXED TO AND FORMING PART OF THE BALANCE SHEETAS AT 31ST MARCH, 2010 AND PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 31ST MARCH, 2010

Rupees31-03-2010

Rupees31-3-2009

Rupees

SCHEDULE ‘A’

SHARE CAPITAL

Authorised:

50,00,000 Equity shares of Rs. 10 each 5,00,00,000 5,00,00,000

Issued and Subscribed :

2550000 Equity shares of Rs.10/- each fully paid 2,55,00,000 2,55,00,000

( of the above shares 1810000 equity shares of Rs.10/- each were alloted as fully paid bonus shares by capitalision out of profit & loss account, and reserves in earlier years.

TOTAL 2,55,00,000 2,55,00,000

SCHEDULE ‘B’

RESERVES & SURPLUS

Revaluation Reserve:

Balance as per last Balance Sheet 46,43,26,310 48,87,61,199

Less:Transferred to Profit & Loss Account 2,32,13,144 2,44,34,889

44,11,13,166 46,43,26,310

General Reserve :

Balance as per last Balance Sheet 43,00,000 31,00,000

Set aside during the year 12,00,000 12,00,000

55,00,000 43,00,000

Profit & Loss Account 4,92,57,405 3,17,40,837

TOTAL 49,58,70,571 50,03,67,147


21

Rupees31-03-2010

Rupees31-3-2009

Rupees

SCHEDULE ‘C’

SECURED LOANS:

From Banks:

TERM LOANS:

Secured by extension of First Charge by Equitable mortgage by deposit of title deeds of the Company’s property at Mumbai and further secured by personal guarantee of the company’s Chairman & Managing Director Mr.Pavan G Morarka (Limit sanctioned Rs.200 Lacs). Repayable over a period of 84 months’ in equal installments commencing from 1st September, 2007, coverIng the principal amount and interest as stipulated 1,48,80,442 1,71,59,974

Secured by First Charge by Equitable mortgage of Flat on ownership basis in Co-op. Housing Society and further secured by personal guarantee of the Company’s Chairman & Managing Director, Mr. Pavan G. Morarka (limit sanctioned Rs.50 lacs).Repayable over a period of 84 months from the date of disbursement in monthly instalments covering the principal amount and interest. 34,67,281 40,07,794

Secured by extension of 1st Pari Pasu charge by way of Equitable mortgage on the Company’s property at Mumbai and further secured by personal guarantee of the company’s Chairman & Managing Director Mr.Pavan G Morarka (Limit sanctioned Rs.275 Lacs).Repayable over a period of 16 quarterly equal instalments commencing from 15th October 2010, covering the pricipal amount and interest. 1,87,20,596 —

CASH 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 Rs. 380 lacs (Previous year Rs.340 lacs) are further secured by way of deposit of title deeds in respect of ownership premises at Ahmedabad, Pari pasu charge on the company’s property at Mumbai and the personal guarantee of Company’s Chairman & Managing Director, Mr.Pavan G.Morarka 1,47,57,088 69,63,472

Secured by Hypothecation of Vehicles — 19,56,651

OTHERS

Secured by Hypothecation of Vehicles 14,57,712 26,62,330

TOTAL 5,32,83,119 3,27,50,221

SCHEDULE ‘D’

UNSECURED LOANS:

DEPOSITS FROM:

(i) Tenants 3,90,56,396 3,80,02,636

(ii) Dealers 5,20,000 5,10,000

3,95,76,396 3,85,12,636

TOTAL 3,95,76,396 3,85,12,636

22

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23

Book Value/Cost

31-03-2010Rupees

Book Value/Cost

31-3-2009Rupees

SCHEDULE ‘F’

INVESTMENTS (LONG TERM):

OTHER INVESTMENTS:

UNQUOTED (Non Trade):

A (i) IN FULLY PAID-UP EQUITY SHARES

5735 Shares of Rs, 12.50 each of The Ganesh

Flour Mills Co. Ltd. 1 1

20000 Shares(Including 10000 Bonus shares) of Rs. 10 each

of Brady Services Private Ltd. 1,00,000 1,00,000

30000 Shares of Rs. 10 each of Brady Air Ltd. 3,00,000 3,00,000

(Formerly known as Brady Satlink Ltd)

2500 Shares of Rs. 10 each of Brady Telesoft Pvt. Ltd. 25,000 25,000

50000 Shares of Rs. 10 each of Brady Futures Pvt. Ltd. 5,00,000 5,00,000

13260 shares of Rs. 10 each of G. Claridge & Co.Ltd. 2,74,040 2,74,040

VALUE OF UNQUOTED INVESTMENTS (A) 11,99,041 11,99,041

QUOTED:

B. (i) IN FULLY PAID-UP EQUITY SHARES(Trade)

10 shares of Rs.10 each of

Kothari Sugar & Allied Industries Ltd. 100 100

5000 Shares of Rs.10 each of

Industrial Investment Trust Ltd. 3,37,500 3,37,500

3500 Shares of Bank of Baroda of Rs.10 each 2,97,500 2,97,500

6,35,100 6,35,100

(ii) IN FULLY PAID- UP EQUITY SHARES OF

SUBSIDIARY COMPANY (Trade)

1815690 Shares of Rs. 10 each of

Brady & Morris Engineering Co. Ltd.

26,38,075 26,38,075

VALUE OF QUOTED INVESTMENTS (B) 32,73,175 32,73,175

TOTAL (A & B) 44,72,216 44,72,216

Market Value of Quoted Investments 15,50,47,335 7,57,86,728

24


Rupees Rupees31-03-2010

Rupees31-3-2009

Rupees

SCHEDULE ‘G’

CURRENT ASSETS,LOANS AND ADVANCES

(A) CURRENT ASSETS:

1. Stock in Trade (including in transit)

(Certified by the Management)

(a) Trading Goods 74,13,134 76,31,271

(b) Goods in Transit 94,631 2,04,170

(c) Trading Stock in Process 7,57,469 —

2. Sundry Debtors: 82,65,234 78,35,441

(Unsecured- considered good unless otherwise stated)

(i) exceeding six months 89,33,255 64,84,817

(ii) Other Debts 1,93,80,194 3,12,56,373

2,83,13,449 3,77,41,190

3. Cash and Bank Balances:

(i) Cash on hand 1,11,107 1,39,559

(ii) Bank Balances

With Scheduled Banks

(a) On Current account 24,14,690 8,27,845

(Including Dividend Account Rs.130195/-)

Previous year Rs.130,195/-)

(b) On Fixed Deposit Account 11,49,299 17,20,954

Interest accrued but not due 5,422 16,628

11,54,721 17,37,582

35,69,411 25,65,427

36,80,518 27,04,986

(B) LOANS AND ADVANCES :

(Considered Good, unless otherwise stated)

Loan - due by Subsidiary Company 2,37,60,000 2,37,60,000

ADVANCES:

Advances Recoverable in Cash or in

kind or for value to be received: 5,52,76,600 4,32,16,476

(Including Rs.5,03,88,902/- due from

subsidiary compant(previous year Rs.4,08,44,846/-)

Advance Payment of Tax etc 1,03,41,033 1,54,90,156

Advance Payment of FBT 18,93,404 18,60,404

Deposits 15,99,804 13,96,104

6,91,10,841 6,19,63,140

9,28,70,841 8,57,23,140

TOTAL 13,31,30,042 13,40,04,757


25

Rupees31-03-2010

Rupees31-3-2009

Rupees

SCHEDULE ‘H’

CURRENT LIABILITIES AND PROVISIONS:

(A) CURRENT LIABILITIES:

Sundry Creditors: (see note B -11of Schedule ‘Q’) 1,96,32,997 4,29,61,754

Unclaimed Dividends 1,30,195 1,30,195

1,97,63,192 4,30,91,949

Advances from customers etc. 38,71,037 10,87,030

2,36,34,229 4,41,78,979

(B) PROVISIONS

For Accrued Previlege Leave 7,20,023 8,28,029

For Taxation( including wealth tax) 74,22,935 1,25,30,651

For Fringe Benefit tax 19,75,000 19,75,000

Proposed Dividend 38,25,000 38,25,000

Tax on proposed Dividend 1,87,194 1,87,194

1,41,30,152 1,93,45,874

TOTAL 3,77,64,381 6,35,24,853

SCHEDULE ‘I’

MISCELLANEOUS EXPENDITURE: — —

(TO THE EXTENT NOT WRITTEN OFF OR ADJUSTED)

TOTAL — —

2009-10Rupees

2008-09Rupees

SCHEDULE ‘J’

SALES

Trading Sales 7,74,66,765 13,89,19,394

[Including service income Rs.458035/-

(Previous year Rs. 1458352/- Gross)

Tax deducted at source Rs.55009/-

(Previous Year Rs.49459/-)

TOTAL 7,74,66,765 13,89,19,394

26


2009-10Rupees

2008-09Rupees

SCHEDULE ‘K’OTHER INCOMECommission (Gross) 9,90,542 1,77,91,184[(Tax deducted at source Rs.207660/-(Previous year Rs.348571/-)Dividend from Investments(Gross) 28,30,035 28,31,535[(Tax deducted at source Rs.NIL(Previous year Rs.NIL)]Rent/Licence Fees(Gross) 5,90,93,150 4,84,02,510[(Tax deducted at source Rs.2759048/- (Previous year Rs.3491787/-)Compensation for Maintenance &

Service Charges( Tax deducted at source Rs.141507/- 95,17,008 68,78,208Previous year Rs.175463/-)Interest Received (Gross)Tax deducted at source ‘Rs.449002/- (Previous Year Rs. 700825/-)From:(a) Customers 714 2,210(b) Bank F.D 1,63,007 46,840(c) Subsidiary Co. 19,00,800 33,26,401

20,64,521 33,75,451Reimbursement of infrastructure & other administrative exps. — 16,99,680Credit Balances written back 385 3,66,183(including Rs.Nil forfeited,previous year Rs.47955/-)Bad Debts Recovered 13,021 87,845Profit on sale of fixed Assets 594 6,92,168Service Income 31,14,440 37,38,768(Gross tax deducted at source Rs.164307/- previous year Rs.Nil)Miscellaneous Income 28,345 19,128

TOTAL 7,76,52,041 8,58,82,660Notes 1) : Dividends from Investments in Companies are as under:

a) Trade Investments in Subsidiary Company 27,23,535 27,23,535b) Other Trade Investments 36,500 38,000c) Non Trade Investments 70,000 70,000

TOTAL 28,30,035 28,31,535

SCHEDULE ‘L’COST OF TRADING SALES/RAW MATERIALSCONSUMED/SOLDA) COST OF TRADING SALES

Opening Stock 76,31,271 55,04,394Purchases [(Including Service Expenses Rs.7,66,208/-(Previous Year Rs.52,51,448/-) and after crediting Rs.63,131/- in respect of gain on foreign exchange previuos year Rs.NIL

6,86,39,914 12,68,21,438

7,62,71,185 13,23,25,832Less:Closing StockTrading Stock 74,13,134 76,31,271Trading Stock in Process 7,57,469 —

81,70,603 76,31,271TOTAL 6,81,00,582 12,46,94,561


27

2009-10Rupees

2008-09Rupees

SCHEDULE ‘M’PAYMENTS TO AND PROVISIONSFOR EMPLOYEESSalaries, Wages & Bonus 1,33,20,813 1,15,95,924Contribution to ProvidentFund and Other Funds 8,12,553 9,70,209Staff Welfare Expenses 5,58,902 4,89,786

TOTAL 1,46,92,267 1,30,55,919NOTE:Salaries, Wages, Bonus etc., includea. Provision for accrued privilege leave for the year — 2,24,921b. provision for exgratia in lieu of bonus for the year 55,854 1,07,817

SCHEDULE ‘N’OTHER EXPENSES:Repairs to Buildings (Net of Recovery) 54,12,725 6,44,648Repairs & Maintenance -Others 10,72,562 13,02,358Rent 6,40,667 5,92,909Rates and Taxes(Net ) 1,06,398 1,05,667Insurance 2,22,953 2,09,833Commission & Discount 11,71,408 14,18,373(Paid to subsidiary Co. Rs.682657/- previous year Rs.739073/-)Sales Promotion/Development Expenses 1,39,813 3,42,569Directors’ Fees 87,500 61,000Directors’ Travelling Expenses 75,43,572 27,10,706Travelling Expenses-others 45,65,829 48,65,919Legal and Professional Fees 23,80,744 29,29,024Auditors’ Remuneration:Audit Fees(inclusive of out of 2,00,000 2,00,000pocket expenses)Other Services etc. 77,000 42,000

2,77,000 2,42,000Donation 202,050 2,250Telephone Expenses 15,80,078 13,59,773Packing & Forwarding Charges(Net) 14,96,077 16,26,745Miscellaneous Expenses 61,08,327 67,34,286Electricity Expenses (Net) 9,50,192 9,42,537Bad Debts & Sundry Balances written off 97 2,65,56,881General Expenses 7,18,984 8,77,559Loss on Fixed Assets Sold / Discarded 1,75,667 39,768Seminar/Exhibition Expenses 6,25,370 39,23,423

TOTAL 3,54,78,012 5,74,88,228Notes:1) Auditors’ Remuneration for other Services etc.comprise of :

Taxation matters 32,500 17,500Tax Audit fees 7,500 7,500

Certification work & other Services 37,000 17,000

TOTAL 77,000 42,000

2) Retainership Expenses 8,46,300 7,91,200

28


2009-10Rupees

2008-09Rupees

SCHEDULE ‘O’

INTEREST

Term Loans 31,53,124 30,00,298

Others 13,42,568 19,02,897

TOTAL 44,95,692 49,03,195

Interest -Others include:

(a) On Vehicle Loans 3,10,653 5,72,415

(b) On Dealership Deposits 40,162 41,203

TOTAL 3,50,815 6,13,618

SCHEDULE ‘P’

PRIOR YEAR ADJUSTMENTS (NET)

Credit

Vat set-off wrongly adjusted in purchase written back 74,552 —

Excess provision for accrued privilege leave written back 1,08,006 42,963

Sales Return wrongly recorded in previous year written back 1,34,640 —

Excess provision of Expenses written back 9,580 —

Prior year income(Net) 3,606 9,056

3,30,384 52,019

Debit:

Excess Provision of Income in earlier years written off 72,243 1,01,123

Short Provision of Expenses 99,829 1,501

1,72,072 1,02,624

TOTAL (1,58,312) (50,605)


29

SCHEDULE ‘Q’

NOTES ON ACCOUNTS 31.3.2010

A) SIGNIFICANT ACCOUNTING POLICIES:

1. ACCOUNTING CONCEPTS

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 term of section211(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 Note 3 to Schedule E, 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 31.3.1995 as per practice followed. Investments acquired upto 31.3.1995 are stated at book value except in a case where shares are cancelled the same are taken at face value. and those acquired after 31.3.1995, 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. GRATUITY / RETIREMENT BENEFITS:

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

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

7. CONTINGENT LIABILITIES

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

8. PROFIT OR LOSS ON INSTALLATION CONTRACTS:

This is accounted on completion of Contracts.

30


9. DEFERRED REVENUE EXPENDITURE

(i) Compensation payable on closure of Units / Voluntary block retirement is charged to Profit & Loss Account in five equal annual installments.

(ii) Expenditure incurred in connection with issue of bonus shares is charged to Profit & Loss account in the year in which it is incurred.

10. TAXES ON INCOME:

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 recognised 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.

11. 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.

B. NOTES ON ACCOUNTS - 31.3.2010

1. Estimated amount of capital commitments not provided for in the accounts, net of advances aggregate to Rs.656250/- (Previous year Rs. NIL).

2. The Company is contingently liable in respect of:

a. Inland Guarantees sanctioned by Bank aggregating to Rs100,00,000/- (Previous Year Rs.100,00,000/-). The outstanding amount is Rs.88,29,076/-(Previous year Rs.74,89,673/-), and Inland Letter of Credit sanctioned by Bank aggregating to Rs.50,00,000/-(Previous year Rs.50,00,000/-) The Outstanding amount is Rs.3,97,466/-(Previous year Rs.674,627/-) is secured by way of extension of charge on Stock, Book Debts, Hypothecation of Plant & Machinery and Properties as referred to in Schedule ‘C’ of the Balance Sheet under the heading of 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 Rs.39,90,392/- (Previous year Rs.26,47,611/-) against which payment has been made of Rs.10,71,132/- (Previous year Rs.10,71,132/-).

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 Rs.9,09,031/- (Previous Year Rs. 9,09,031/-), against which Rs.21,496/- payment ( Previous year Rs.21,496/-) 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.

3. During the year, besides the facilities sanctioned as stated in Schedule “C’ of the Notes as above, the Company had been sanctioned and subsequent amendments made in the following facilities from Bank.

Sr. No. Nature of Facility Limited (Rs. In Lacs) Particulars1. Term Loan I 125.00 For meeting the fund requirement of the Company for executing

Contracts on behalf of Foreign Principals.(sanctioned Rs.200 Lacs & subsequently amended to Rs.125 Lacs.)

2. Term Loan II 275.00 For renovation of office premises At Brady House. (sanctioned Rs.200 Lacs & subsequently amended to Rs.275 Lacs.)

3. Term Loan III 50.00 For meeting expenses relating to training of identified employees of the Company to be deputed to Foreign Principals.


31

The above Term Loan is secured by :

(a) Charge of movable assets, if any, purchased out of bank’s term loan for Renovation of office premises.( for Term Loan II)

(b) Hypothecation of receivables(out of Aviation Contracts – Term Loan I)

(c) Power of Attorney for books debts arising out of execution of contracts as Term Loan I.

(d) Personal guarantee of Mr.Pavan G.Morarka, Chairman & Managing Director to secure the above Term Loans.

(e) First pari passu charge of Company’s property at Mumbai by way of mortgage For security of the Term Loan.

From the above facilities Rs.187.21 lacs have been availed of till date from Term loan II for Office Renovation.

4. Details of remuneration paid to Managing Director are as under.

2009-2010(Rs)

2008-2009(Rs)

Salary 9,60,000 9,60,000

House Rent Allowance 2,40,000 2,40,000

Contribution to Provident Fund 1,15,200 1,15,200

Medical — 16,881

Personal Accident Insurance 5,990 7,612

13,21,190 13,39,693

5. The position as on 31.3.2010 in respect of 20000 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.

6. 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.

7. RELATED PARTIES DISCLOSURES: (AS-18)

A) Particulars of parties where control exists.

Sl. No Name Particulars

1 Brady & Morris Engg. Co. Ltd 80.70% of the equity capital as on 31.3.10 is held by the Company.

2 Other related parties :

Brady Services Pvt. Ltd. Associate

Brady Telesoft Pvt. Ltd. Associate

Brady Air Ltd. Associate

Brady Futures Pvt Ltd. Associate

Global Tradecracker Ltd. Associate

3 Mr.Pavan G. Morarka Managing Director (Key Management Personnel)

32


B) Transactions etc. with related Parties during the year.

Subsidiary Co. Associates Key Management Personnel

Rs. Rs. Rs.

I Purchase of Products 3,41,73,332 — —

(5,51,43,384) (—) (—)

II Commission Paid 6,82,657 — —

(7,39,073) (—) (—)

III Commission Received Nil — —

(26,57,671) (—) (—)

IV Sale of Products 4,01,310 — —

(14,79,349) (—) (—)

V Dividend received during the year 27,23,535 70,000 —

(27,23,535) (70,000) (—)

VI Reimbursement of Infrastructure & other Admin Expanses Nil — —

(19,06,846) (—) (—)

VII Rent Received 3,96,000 — —

(3,96,000) (—) (—)

VIII Interest Received 19,00,800 — —

(33,26,401) (—) (—)

IX Other reimbursements including expenses 25,53,217 — —

(16,22,571) (—) (—)

X Outstanding (Payable)/Receivable on Current A/c 5,03,88,902 — —

(4,08,44,846) (—) (—)

XI Outstanding Receivable on Loan A/c 2,37,60,000 — —

(2,37,60,000) (—) (—)

(XII Outstanding Loan payable — — —

— (—) (—)

XIII Salary, HRA, PF & other funds cont (—) (—) 13,21,190

(—) (—) (13,39,693)

XIV Service Expenses — — —

(30,00,000) (—) (—)


33

8. EARNING PER SHARE (AS – 20):

Sl. No. Particulars 2009-10 2008-09

A Calculation of weighted average Number of equity shares of Rs. 10/- each Number of shares at the beginning of the Year.

25,50,000 25,50,000

Shares issued during the year. NIL NIL

Total number of equity shares Outstanding at the end of the year. 25,50,000 25,50,000

B Net Profit after tax available for Equity Shareholders (Rupees) 2,25,70,450 1,61,11,396

C Basic and Diluted Earning per share (Rs) 8.85 6.32

9. DEFERRED TAXATION:

As per Accounting Standard 22 on “Accounting for Taxes on Income” issued by the Institute of Chartered Accountants of India, the deferred tax for the year has been recognised in the Profit & Loss account.

Break up of Deferred Tax Asset (NET) is as follows: -

31.03.2010 Rs.

31.03.2009 Rs.

On difference between book depreciation and depreciation under Income Tax, 1961 7,70,828 9,22,038

On expenditure under Sec. 43B of the Income Tax Act, 1961. 18,753 1,04,397

7,89,581 10,26,435

10 Confirmations for Debit & Credit balance have been verified to the extent the same are available.

11 The 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.

12 Dividend remitted during the year to foreign share holders as under.

Particulars 2009-2010 2008-2009

Number of non-resident shareholders 9 11

Total Equity Shares of Rs. 10/- each 30,800 30,914

Dividend Remitted (Rs) 46,200 46,371

13. Expenditure in Foreign Currency Travelling Expenses 72,36,650 34,17,732

14. Earning in Foreign Exchange (Commission received) Nil 91,88,375

15. C.I.F. value of Imports (Trading goods) 22,93,016 39,16,174

16. Quantitative information with regard to the manufacturing and trading activities of the Company as certified by the Managing Director on which Auditors have relied upon.

A). TURNOVER 2009-2010 2008-2009Qty Value Qty Value

(Nos) (Rs) (Nos) (Rs)Trading Goods (*) 7,74,66,765 13,74,61,043Service Income 4,58,035 14,58,352

B) CAPACITY & PRODUCTIONLicensed Capacity Not applicable Not ApplicableInstalled Capacity Not applicable Not Applicable

34


Production during the yearBrad Coner NIL NIL

C) TRADED GOODS (*)Opening Stock 76,31,271 55,04,394Closing Stock (Including Trading stock in process) 82,65,234 76,31,271Purchases 6,86,39,915 12,15,69,990

(*) Quantitative information cannot be presented in Summary Form for Traded Goods in view of numerous and diverse items dealt with by the Company.

17. 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 at the year end has been actuerily ascertained at Rs.7,20,023/- against which the provision of Rs.8,28,029/- was held upto 31.03.2009. Accordingly a sum of Rs.1,08,006/- has been written back during the year.

b) Details of Employee/Benefits as required by the Accounting Standard -15

“Employee Benefits” are as follows:

1. Defined Contribution Plans Rs.in lacs

During the year ended 31st March 2010, the company has recognized the following amounts in the profit loss account:

— Contribution to Provident Fund and Family Pension Fund. 6.14

The above amounts are included in ‘Contribution to Provident Fund’ and other funds’ under ‘Payment to and provisions for employees in Schedule M

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, 2010.

Particulars

I Components of employer expenses Rs.in lacs

1. Current Service Cost 2.03

2. Interest Cost 1.39

3. Expected Return on Plan Assets (1.23)

4. Actuarial Losses/(Gains) (1.84)

5. Total Expense recognized in the profit & loss account. (included in ‘Contribution to provident fund, and other funds’ under ‘Payment to and provisions for employees in Schedule M)

0.34

II Actual Return on Plan Assets for the year ended 31st March, 2010

1. Expected Return on Plan Assets 1.23

2. Actuarial gain/(loss) on Plan Assets 0.15

3. Actual Return on Plan Assets 1.38

III Net asset/(liability) recognized in the Balance Sheet as at 31st March, 2010


35

1. Present Value of Defined Benefit Obligation 15.49

2. Fair Value of Plan Assets. 15.15

3. Funded status[Surplus/(Deficit)] —

4. Unrecognized Past service Cost. —

5. Net asset/(liability) recognized in the Balance sheet. (0.34)

IV Change in Defined Benefit Obligation during the year ended 31st March, 2010

1. Present Value of Defined Benefit Obligation as at 1st April, 2009 17.00

2. Current Service Cost 2.03

3. Interest Cost 1.39

4. Curtailment Cost/(Credit) —

5. Settlement Cost/(Credit) —

6. Plan amendments —

7. Acquisitions/ Amalgamations —

8. Actuarial gain/(losses) (1.69)

9. Benefits paid (3.23)

10. Present Value of Defined Benefit Obligation as at 31st March, 2010 15.49

V Change in Fair Value of Plan Assets during the year ended 31st March, 2010

1. Plan Assets as at 1st April, 2009 17.00

2. Acquisitions/ Amalgamations —

3. Expected Return on Plan Assets. 1.23

4. Actuarial Gains/(losses) 0.15

5. Actual Company Contributions 0.00

6. Benefits paid. (3.23)

7. Plan Assets as at 31st March 2010 15.15

8. Total Actuarial Gain/(Loss) to be Recognised 1.84

VI Actuarial Assumptions

1. Discount Rate 8.00%

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 8.25%

6. Rate of Return on Plan Assets Current 8.00%

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 Rs.123,058/-.

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 assets

36


1. Insurer Managed Funds 17.00

2. Others 0.00

3. Total 17.00

X Category of Assets

1. Insurer Managed Funds 15.15

XI Experience Adjustments

1. On Plan Liability (gain)/Loss (1.38)

2. On Plan asset (Loss)/Gain 0.15

2009-2010 2008-2009

18. Sundry Creditors include Interest payable on:

a. Loan against cars 14,209 42,346

b. Dealership deposit 123,415 1,23,415

1,37,624 1,65,761

19. The provision for Income Tax & Wealth Tax made in the Accounts, is considered adequate having regard to the provisions of the Income Tax Act, 1961 and Wealth Tax act 1957 as amended upto date.

20. No provision is required in respect of impairment of assets as required by Accounting Standard – 28 issued by the Institute of Chartered Accountants of India.

21. Figures of the previous year have been regrouped wherever necessary to conform to the presentation for the current year.

22. Company Profile: As per statement enclosed.

Signature to Schedule A to Q


As per our attached Report of even date For and on behalf ofC. L. DALAL & CO.Chartered Accountants Pavan G. Morarka Chairman & Managing Director



37

Sl. No Particulars State Code 11

I Registration Details 367

Balance Sheet Date 31.3.2010

II Capital Raised during the year (Amount in Rs. Lac)

Public Issue Right Issue

NIL NIL

Bonus Issue Private Placement

NIL NIL

III Position of Mobilisation and Deployment of Funds (Amount in Rs. Lac)

Total Liabilities Total Assets

6142.30 6142.30

Sources of Funds

Paid up Capital Reserves & Surplus

255.00 4958.71

Secured Loans Unsecured Loans

532.83 395.76

Deferred Tax Liability

NIL

Application of Funds

Net Fixed Assets Investments

5136.03 44.72

Net Current Assets Deferred Tax Asset

953.66 7.89

Misc. Expenditure Accumulated Losses

NIL NIL

IV Performance of the Company

Turnover (Including other income) Total Expenditure

1551.19 1278.07

Profit / (Loss) before Tax Profit/(Loss) after Tax

273.12 225.70

Earnings per share in Rs Dividend Rate

8.85 15%

V Generic names of Principal Products of the Company:

Item Code No. 8425.0000

Product Description Pulley Blocks

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL PROFILE


Sd/- Pavan G Morarka Chairman & Managing Director Mumbai : 31st May, 2010

38


As at31-03-2010

As at31-03-2009

A CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before Tax & Extraordinary items 273.12 196.21

Add/(Less)Adjustments for:

Depreciation 50.40 50.39

Interest /Dividend Received (48.95) (62.07)

( Profit)/Loss on sale / discarding of Fixed Assets 1.75 (6.52)

Income from Rent & Compensation (686.10) (552.81)

Interest paid 44.96 49.03

(637.94) (521.98)

Operating Profit before Working Capital changes a (364.82) (325.77)

Trade & Other Receivables 94.28 150.14

Inventories (4.30) (23.12)

Trade Payables (205.45) 150.74

CASH GENERATED FROM OPERATIONS b (115.47) 277.76

Interest Paid (44.96) (49.03)

Direct taxes Paid (41.88) (56.16)

c (86.84) (105.19)

Cash flow before Extra ordinary items (a+b+c) (567.12) (153.19)

Prior Period items(Net) (1.58) (0.51)

Net Cash generated from/(used) in — —

operating activities A (568.71) (153.70)

B CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (269.08) (133.41)

Sale of Fixed Assets 0.34 16.20

Interest/Dividend received 29.95 62.07

Rent and Compensation 686.10 552.81

Loans & Advances (122.64) (386.36)

Net Cash generated from/(used in) B 324.67 111.31

Investing activities — —

C CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from/Repayment long term borrowings 205.33 (17.90)

Security & Other Deposits 10.64 101.03

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2010


39

As at31-03-2010

As at31-03-2009

Dividend Paid (including Dividend tax) (40.12) (40.12)

Net Cash generated from/(used in)

Financing activities C 175.85 43.01

Net (decrease)/increase in cash& cash equivalents(A+B+C) (68.19) 0.62

Cash & Cash equivalent

At the beginning

Cash & Bank balances 27.05 22.18

Bank Overdraft (69.63) (65.38)

(42.58) (43.20)

At the end of the year

Cash & Bank balances 36.81 27.05

Bank Overdraft (147.57) (69.63)

(110.77) (42.58)

Increase (decrease) in Cash & Cash equivalent (68.19) 0.62

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




R. C. JAIN K.D.Shah Director

Partner

Membership No. 5180

Mumbai : 31st May, 2010 Mumbai : 31st May, 2010

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2010

40


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

Financial Year of the Subsidiary Co. ended on 31st March, 2010

a) Number of Shares of Rs. 10/- each in the Subsidiary Company held by W. H. Brady & Co. Ltd. at the above date (Representing 80.70% of Share Capital of the former)

18,15,690

b) The net aggregate amount of the Profit 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, 2010 are as follows:

For the year ended 31.3.2010 26,97,555

For the previous years 1,45,18,770

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, 2010 being the Dividends received are as under:

For the year ended 31st March, 2010 27,23,535

For the previous years 1,23,53,447

For and Behalf of the Board


K.D.Shah Director

Mumbai : 31st May,2010

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

RELATING TO SUBSIDIARY COMPANY

41


CONSOLIDATED FINANCIAL STATEMENTS

OF

W.H.BRADY & CO. LTD.

42


43


To 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, 2010, 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, 2010.

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 OF C. L. DALAL & CO.


R. C. JAIN

PARTNER

Place : Mumbai M No.5180

Date : 31st May, 2010 Firm Regn.No.102026W

AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

44


SCHEDULE RUPEES As at 31-3-2010 RUPEES

As at 31-3-2009 RUPEES

I. SOURCES OF FUNDS: SHAREHOLDERS’ FUNDS (a) SHARE CAPITAL A 2,55,00,000 2,55,00,000 (b) RESERVES & SURPLUS B 53,25,42,448 53,74,12,173

55,80,42,448 56,29,12,173 DEFERRED TAX LIABILITY (NET) 70,464 —

MINORITY INTEREST 1,03,46,340 1,05,79,076 LOAN FUNDS:

(a) SECURED LOANS C 14,14,39,546 10,75,23,659 (b) UNSECURED LOANS D 4,49,07,846 4,38,34,086

18,63,47,392 15,13,57,745 TOTAL 75,48,06,644 72,48,48,994II. APPLICATION OF FUNDS: FIXED ASSETS (a) Gross Block E 79,73,29,866 79,04,06,607 (b) Less: Depreciation 20,24,08,973 16,57,58,783 (c) Net Block 59,49,20,893 62,46,47,824 (d) Capital Work in Progress 2,74,72,757 84,96,658

62,23,93,650 63,31,44,482 INVESTMENTS F 24,62,143 24,62,143 CURRENT ASSETS LOANS & ADVANCES G (a) Current Assets (i) Inventory 13,63,37,188 12,11,78,237 (ii) Sundry Debtors 17,75,90,988 13,36,87,066 (iii) Cash & Bank Balances 1,14,50,347 75,41,585 (b) Loans & Advances 36,331,858 4,62,27,428

36,17,10,381 30,86,34,316 LESS: CURRENT LIABILITIES AND PROVISIONS H 23,18,54,627 22,00,56,236 Net Current Assets 12,98,55,754 8,85,78,080 DEFERRED TAX ASSET(NET) — 5,18,917 MISCELLANEOUS EXPENDITURE I 95,097 1,45,372 (TO THE EXTENT NOT WRITTEN OFF OR ADJUSTED) TOTAL 7,58,06,644 72,48,48,994

NOTES FORMING PART OF ACCOUNTS R

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2010

The above Balance Sheet,Schedules & relevant Notes are authenticated by us

As per our attached report of even dateFor and on behalf ofC.L.DALAL & CO.Chartered Accountants


Pavan G Morarka Chairman & Managing Director

R.C.JAIN K D Shah DirectorPartnerMembership No. 5180MUMBAI : 31st May, 2010 MUMBAI : 31st May, 2010

45


SCHEDULE Rupees 2009-2010 Rupees

2008-2009 Rupees

INCOME :Sales J 30,71,70,099 33,34,18,054Other Income K 8,27,49,407 8,72,91,243Increase in Stock L — 3,45,15,351 TOTAL 38,99,19,506 45,52,24,648EXPENDITURE:Cost of Trading Sales/Raw-MaterialsConsumed/Sold M 18,42,49,891 26,10,23,324Decrease in Stock L 1,44,85,610Payments to and Provisions for Employees N 3,92,47,224 3,51,16,313Manufacturing and Other Expenses O 8,88,46,256 10,35,02,786Interest P 1,50,16,586 1,16,06,062Depreciation / Amortisation 3,85,88,900 3,69,91,958Less: Transferred fromRevaluation Reserve 2,32,13,144 2,44,34,889

1,53,75,756 1,25,57,069Expenditure for Increase in Authorised share capital written off

50,275 50,275

TOTAL 35,72,71,598 42,38,55,829

Profit for the year 3,26,47,908 3,13,68,819Provision for Income Tax Current Tax 61,00,000 61,00,000 Wealth tax 29,500 28,000 Deferred Tax 5,89,381 11,96,523 Fringe Benefit tax — 10,57,000

Profit after Tax 2,59,29,027 2,29,87,296Add/(Less): Minority Interest (6,45,140) (12,34,736)Prior Years’ Adjustments (Net) Q (3,45,888) (5,28,910)Add : Excess Provision of taxation w/back. 4,88,319 ---Balance brought forward from the previous year 3,66,42,514 2,56,42,504Amount Available for Appropriation 6,20,68,832 4,68,66,154APPROPRIATIONS:Proposed Dividend (Including Subsidiary Company) 72,00,000 72,00,000Excess provision of Dividend Tax of earlier year written back.

— (4,62,865)

Tax on Proposed Dividend 7,60,775 7,60,775Transfer to General Reserve 14,00,000 18,00,000Balance carried to Balance Sheet 5,27,08,057 3,66,42,514

6,20,68,832 4,68,66,154

Basic/Diluted earning per Equity Share 10.17 9.01Nominal Value per Equity Share 10.00 10.00NOTES FORMING PART OF ACCOUNTS R

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31st MARCH, 2010

The above Profit & Loss Account Schedules & relevant Notes are authenticated by us





46


As at 31-3-2010

Rupees

As at 31-3-2009

RupeesSCHEDULE ‘A’SHARE CAPITALAuthorised:50,00,000 Equity shares of Rs. 10 each 5,00,00,000 5,00,00,000Issued and Subscribed :25,50,000 Equity Shares of Rs.10 each fully paid (of the above 850000 equity shares of Rs.10/- each have been alloted as fully paid bonus shares out of profit & loss account, in addition to allotment of 960000 equity shares of Rs.10/- each by capitalisation of reserve in earlier years making total capitalisation of 1810000 equity shares of Rs.10/- each as fully paid- up bonus shares.)

2,55,00,000 2,55,00,000

TOTAL 2,55,00,000 2,55,00,000

SCHEDULE ‘B’RESERVES & SURPLUSCapital Reserve on Consolidation 1,55,18,825 1,55,18,825Revaluation Reserve: 47,37,03,422 49,81,38,311Less:Transferred to Profit & Loss Account 2,32,13,144 2,44,34,889

45,04,90,278 47,37,03,42245,04,90,278 47,37,03,422

General Reserve 70,00,000 52,00,000Set aside during the year 14,00,000 18,00,000

84,00,000 70,00,000Less: Minority Interest 5,21,100 5,21,100

78,78,900 64,78,900Profit & Loss Account 5,27,08,057 3,75,68,244Less: Minority Interest (59,46,388) (41,42,782)

5,86,54,445 4,17,11,026 TOTAL 53,25,42,448 53,74,12,173

SCHEDULE ‘C’SECURED LOANS:FROM BANKS:Term Loan 58,025,955 5,47,16,611Housing Loan 34,67,281 40,07,794Cash Credit 7,81,94,605 4,27,60,567Secured by Hypothecation of Vehicles 17,51,705 39,59,795OTHERSSecured by Hypothecation of Vehicles — 20,78,892

TOTAL 14,14,39,546 10,75,23,659

SCHEDULE ‘D’UNSECURED LOANS:From a Private Ltd. Company in which a Director is DirectorDEPOSITS FROM:(i) Tenants 3,90,56,396 3,80,02,636(ii) Dealers 21,51,450 21,31,450(iii) A Private Limited Company 37,00,000 37,00,000

4,49,07,846 4,38,34,086

TOTAL 44,9,07,846 4,38,34,086

SCHEDULES ANNEXED TO AND FORMING PART OF THE CONSOLIDATED BALANCE SHEET AND PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010

47

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48


As at 31-3-2010

Rupees

As at 31-3-2009

Rupees

SCHEDULE ‘F’

INVESTMENTS (LONG TERM):

OTHER INVESTMENTS:

UNQUOTED (Non Trade):

A (i) IN FULLY PAID-UP EQUITY SHARES

84699 Shares of Rs, 12.50 each of The Ganesh Flour Mills Co. Ltd.

2 2

40000 Shares(Including 20000 Bonus shares) of Rs. 10/- each of Brady Services Private Ltd.

2,00,000 2,00,000

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

3,00,500 3,00,500

5000 Shares of Rs. 10/- each of Brady Telesoft Private.Ltd. 50,000 50,000

100000 Shares of Rs.10/-each of Brady futures Private.Ltd.

10,00,000 10,00,000

13260 shares of Rs. 10 each of G.Claridge & Co.Ltd.

(Previous year pledged with a bank on Cash Credit A/c) 2,74,040 2,74,040

(ii) Preference Shares

520 7% First Cumulative Preference Shares of Rs. 12.50 each of Ganesh Floor Mills Co.Ltd. (Cost Rs. 6645/-)

1 1

VALUE OF UNQUOTED INVESTMENTS (A) 18,24,543 18,24,543

QUOTED:

B. (i) IN FULLY PAID-UP EQUITY SHARES(Trade)

10 Shares(previous year 200shares) of Rs.10 each of Kothari Sugar & Allied Industries Ltd.

100 100

(During the year, 190 shares have been cancelled by reduction of Share )

5000 Shares of Rs.10 each of Industrial Investment Trust Ltd.

3,37,500 3,37,500

3500 Shares of Bank of Baroda of Rs.10 each 2,97,500 2,97,500

Value of Quoted Investments (B) 6,35,100 6,35,100

C. OTHERS

25 shares of Rs. 100 each fully paid of The Manekchowk

Co-operative Bank Ltd.2,500 2,500

(C) 2,500 2,500

(A + B+C) 24,62,143 24,62,143

Market value of Investments 25,29,375 9,80,300

49


Rupees Rupees

As at 31-3-2010

Rupees

As at 31-3-2009

Rupees

SCHEDULE ‘G’

CURRENT ASSETS,LOANS AND ADVANCES

(A) CURRENT ASSETS: 1. Stock in Trade (including in transit) (Certified by the Management) (a) Trading Goods 74,13,134 76,31,271 (b) Work in process (Trading stock in

process) 7,57,469 — (c) Semi Finished Goods 6,38,98,509 7,83,84,119 (d) Bought out Compnents 5,50,74,674 2,89,22,916 (e) Raw Materials 77,20,782 34,58,676 (f) Stores & Loose Tools 8,99,699 22,47,409 (g) Goods in Transit 5,72,921 5,33,846

13,63,37,188 12,11,78,237 2. Sundry Debtors: (Considered good, unless otherwise stated) (1) Debts outstanding for a period

exceeding six months1,80,88,589 1,82,42,358

(2) Other Debts 15,95,02,399 11,54,44,70817,75,90,988 13,36,87,066

(3) Cash and Bank Balances: (i) Cash on hand 1,51,345 1,73,667 (ii) Bank Balances With Scheduled Banks (a) On Current account 32,24,641 10,87,682 (b) On Fixed Deposit Account 80,68,939 62,63,608 Interest accrued but not due 5,422 16,628

80,74,361 62,80,2361,12,99,002 73,67,918

1,14,50,347 75,41,585(B) LOANS AND ADVANCES:

(Considered Good ,unless otherwise stated) LOANS : ADVANCES: Advances Recoverable in Cash or in kind or for value to be received: 1,39,19,615 1,39,35,899 Advance Payment of Tax etc. 1,16,56,754 2,77,21,430 Fringe Benefit tax 80,95,034 25,81,404 Deposits with Customs, Port trust and others 26,60,455 19,88,695

3,63,31,858 4,62,27,4283,63,31,858 4,62,27,428

TOTAL 36,17,10,381 30,86,34,316

50


Rupees

As at 31-3-2010

Rupees

As at 31-3-2009

Rupees

SCHEDULE ‘H’

CURRENT LIABILITIES AND PROVISIONS:

(A) CURRENT LIABILITIES:

Sundry Creditors: 19,02,37,578 12,66,71,677

Unclaimed Dividend 2,89,066 3,04,593

19,05,26,643 12,69,76,270

Advances 2,09,09,099 55,489,260

21,14,35,742 18,24,65,530

(B) PROVISIONS

Accrued Privilege Leave 11,28,175 11,35,308

For Income Tax(Including wealth tax) 90,47,935 2,57,72,623

Proposed Dividend 72,00,000 72,00,000

Tax on Proposed Dividend 7,60,775 7,60,775

For Fringe Benefit tax 22,82,000 27,22,000

2,04,18,885 3,75,90,706

TOTAL 23,18,54,627 22,00,56,236

SCHEDULE ‘I’

MISCELLANEOUS EXPENDITURE:

(TO THE EXTENT NOT WRITTEN OFF OR ADJUSTED)

Differential Expenses for Increase in Authorised Capital 95,097 1,45,372

TOTAL 95,097 1,45,372

SCHEDULE ‘J’ For the Year For the Year

2009-10 2008-09

SALES

Trading Sales 11,07,77,985 21,36,45,909

‘[Including service income Rs.458035/-(Previous year Rs.1458352/-) (Tax deducted at source Rs.55009/-)(Previous year Rs.49459/-)]

Manufacturing Sales 19,63,92,114 1,19,772,145

TOTAL 30,71,70,099 33,34,18,054

51


Rupees

For the Year2009-2010

Rupees


Rupees

SCHEDULE ‘K’

OTHER INCOME

Commission (Gross) 29,83,315 2,10,08,924

(Tax deducted at source Rs.276660 /-(Previous year Rs.924782/-)

Dividend from Investments(Gross) 29,00,035 29,01,535

(Tax deducted at source Rs.NIL (Previous year RsNil/-)

Rent/Licence Fees(Gross) 5,86,56,362 4,80,06,510

(Tax deducted at source Rs.2759048/- Previous Year Rs.3491787/-)

Compensation for Maintenance & Service Charges 1,10,17,008 83,78,208

(Tax deducted at source Rs.383132/-) (Previous year Rs.543371/-)

Interest Received (Gross)

(Tax deducted at source Rs.511328/- (Previous Year Rs.764100/-)

(a) From customers 714 2210

(b) On Income Tax — —

(c) On Bank Fixed deposit 5,70,560 3,53,997

(d) On others 13,103 2,744

5,84,377 3,58,951

Late Delivery Charges (Recovered) 1,01,464 —

Profit on Sale of fixed Assets 594 6,92,168

Service Income (Gross) T.D.S Rs.187483/-(Previous Year Rs.Nil) 47,12,427 20,11,350

Credit Balances written back (Net) 14,20,613 4,92,090

Bad Debts Recovered 13,021 87,845

Miscellaneous Income 3,60,191 33,53,662

TOTAL 8,27,49,407 8,72,91,243

SCHEDULE ‘L’

INCREASE/(DECREASE) IN STOCKS

Opening Stock as on 1-4-2009

I) Finished Goods — —

ii) Semi Finished Goods 7,83,84,119 4,38,68,768

7,83,84,119 4,38,68,768

Less: Closing Stock as on 31-3-2010

I) Finished Goods — —

ii) Semi Finished Goods 6,38,98,509 7,83,84,119

6,38,98,509 7,83,84,119

TOTAL (1,44,85,610) 3,45,15,351

52


Rupees


Rupees


Rupees

SCHEDULE ‘M’

COST OF TRADING SALES/RAW MATERIALS

CONSUMED/SOLD

I. COST OF TRADING SALES

Opening Stock 76,31,271 55,04,394

Purchases [(Including service Expenses of Rs.766208/- 17,37,30,741 7,01,98,705

Previous Year Rs. 5251448/-] 18,13,62,012 7,57,03,099

Less:Closing Stock 6,44,81,036 76,31,271

11,68,80,975 6,80,71,828

II. RAW MATERIALS CONSUMED/SOLD

Opening Stock 3,23,81,592 1,86,02,844

Purchases 4,27,08,106 20,67,30,244

7,50,89,698 22,53,33,088

Less:Closing Stock 77,20,782 3,23,81,592

6,73,68,916 19,29,51,496

TOTAL 18,42,49,891 26,10,23,324

SCHEDULE ‘N’

PAYMENTS TO AND PROVISIONS

FOR EMPLOYEES

Salaries, Wages & Bonus 3,53,38,500 3,14,83,814

Contribution to Provident Fund and Other Funds 23,42,402 26,02,441

Workmen & Staff Welfare Expenses 15,66,323 10,30,057

TOTAL 3,92,47,224 3,51,16,313

53


Rupees


Rupees


Rupees

SCHEDULE ‘O’

MANUFACTURING AND OTHER EXPENSES :

Stores & Loose Tools Consumed 1,49,44,752 1,23,67,766

Sub Contractors Charges 1,32,15,584 98,91,131

Repairs to Buildings (Net of Recovery) 56,69,637 8,28,639

Repairs to Plant & Machinery 4,15,002 4,57,650

Repairs & Maintenance -Others 13,55,535 13,02,358

Power & Fuel (Net of Recovery) 19,78,130 13,56,425

Rent 16,05,281 15,80,428

Rates and Taxes(Net of Recovery) 5,47,364 1,83,448

Insurance 4,51,669 4,88,034

Commission & Discount 22,99,730 20,33,188

Sales Promotion/Development Expenses 139,813 342,569

Directors’ Fees 2,35,000 1,73,000

Directors’ Entertainment Expenses 1,30,305 46,135

Directors’ Travelling Expenses 76,47,558 36,07,496

Travelling Expenses-others 67,98,956 68,73,107

Electricity Charges 9,50,192 9,42,537

Legal and Professional Fees 38,09,537 47,92,940

Auditors’ Remuneration:

Audit Fees(inclusive of out of 2,50,000 2,50,000

pocket expenses)

Other Services etc. 1,10,000 3,60,000 51,000

General Expenses 7,18,984 8,77,558

Bad Debts & Sundry Balances write off 41,764 26,715,307

Loss on Sale of Fixed Assets(Net) 2,04,603 61,627

Donation 2,02,050 2,250

Telephone Expenses 15,80,078 13,59,773

Packing & Forwarding Charges(Net) 14,96,077 16,26,744

Miscellaneous Expenses 2,20,48,655 2,52,91,673

TOTAL 8,88,46,256 10,35,02,786

Note: Auditors’ Remuneration for other Services etc.comprises of :

Taxation matters 40,000 17,500

Tax Audit fees 12,500 12,500

Certification work & other Services 57,500 21,000

TOTAL 1,10,000 51,000

54


Rupees


Rupees


Rupees

SCHEDULE ‘P’

INTEREST

Term Loans 1,34,38,448 97,03,165

Others 15,78,138 19,02,897

— —

TOTAL 1,50,16,586 1,16,06,062

— —

Interest -Others include:

(a) On vehicle loans. 3,10,653 5,72,415

(b) On Dealership Deposits 40,162 41,203

3,50,815 6,13,618

SCHEDULE ‘Q’

PRIOR YEAR ADJUSTMENTS (NET)

Credit

Excess provision of expenses written back 5,62,533 46,907

Prior year Income 3,606 9,056

5,66,139 55,963

Debit:

Short provision of Income tax for earlier years 72,243 46,973

Short provision of exps for earlier years(net) 8,39,784 5,37,900

9,12,027 5,84,873

TOTAL (3,45,888) (5,28,910)

55


SCHEDULE ‘R’A. SIGNIFICANT ACCOUNTING POLICIES 1 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 term of section211(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 80.70% 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 “Statement of Accounting Policies” of the financial statements

of W. H. Brady & Co. Ltd. and Brady & Morris Engg. Co. Ltd.

B. OTHER NOTES FORMING PART OF CONSOLIDATED ACCOUNTS 1. Contingent liabilities not provided for in respect of :-

a. Claims against the Company not acknowledged as debts Rs. NIL(Previous Year Rs.NIL/-)

b. Disputed sales tax demand under appeal Rs.9.09,031/- (Previous Year Rs. 9,09,031)

c. Disputed excise duty demand under appeal Rs.NIL (Previous Year Rs. 21,433/-)

d. Disputed Income Tax demand under appeal Rs.49,63,482/-(Previous Year Rs.26,47,611 /-).

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 given by Banks aggregating to Rs.4,96,43,851/- (Previous year Rs. 3,93,63,717/-).

g. Estimated amount of contracts remaining to be executed on capital account and not provided for in accounts, net of advance aggregate to Rs.70,05,250/-(Previous year Rs.5,20,000/-).

2. The position as on 31.3.2010 in respect of 20000 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.

3. The Company is engaged primarily in manufacturing & 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.

SCHEDULES FORMING PART OF THE CONSOLIDATED ACCOUNTS

FOR THE YEAR ENDED 31ST MARCH 2010

56


4. 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.


A) Particulars of parties:

Sl. No Name Particulars1 Brady Services Pvt. Ltd. Associate2 Brady Telesoft Pvt. Ltd. Associate3 Brady Air Ltd. Associate4 Brady Futures Pvt Ltd. Associate5 Global Tradecracker Ltd. Associate6 Mr.Pavan G. Morarka Key Management Personnel

B) Transactions etc. with Related Parties during the year.

Sl. No Particulars Associates Rs. Key Management Personnel Rs.

I Dividend received during the year 1,40,000(1,40,000)

—

(—)II Maintenance / Commitment charges received 15,00,000

(15,00,000)—

(—)III Other reimbursements including expenses 27,29,503

(37,66,549)—

(—)IV Outstanding Loan payable —

(—)—

(—)V Deposit Balance 37,00,000

(37,00,000)(—)(—)

VI Sitting Fees paid —(—)

40,000(28,500)

VII Salary, HRA, PF & other funds cont —(—)

13,21,190(13,39,693)

6. DEFERRED TAXATION:

Breakup of deferred tax Liability (Net) is as follows:

31.3.2010 31.3.2009Difference between book depreciation & depreciation under I.T.Act, 1961

(89,217) 3,94,517

Expenditure under Sec. 43B of the I.T.Act, 1961 18,753 1,24,400Total (70,464) 5,18,917

7. 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.

8. Figures of the previous year have been regrouped wherever necessary to conform to the presentation for the current year.

Signature to Schedules A to RAs per our attached report of even dateFor and on behalf ofC.L.DALAL & CO.Chartered Accountants




57


As at 31-03-2010

(Rs. in lacs)

As at 31-03-2009 (Rs. in lacs)

A. CASH FLOW FROM OPERATING ACTIVITIESNet Profit before Tax & Extraordinary items 326.48 313.69Add/(Less)Adjustments for:Depreciation / Amortisation 153.76 125.57Interest /Dividend Received (34.84) (32.60)( Profit)/Loss on sale of Fixed Assets 2.04 (6.30)Loss on write off of Investments — —Loss on Fixed Assets discarded — —Income from Rent & Compensation (696.73) (563.85)Interest paid 150.17 116.06

(425.61) (361.12)Operating Profit before Working Capital changes a (99.14) (47.43)

Trade & Other Receivables (439.04) (364.59)Inventories (151.59) (506.96)Other Current Assets — —Loans & Advance (6.55) 112.99Trade Payables 289.70 898.29CASH GENERATED FROM OPERATIONS b (307.48) 139.73

Interest Paid (146.90) (116.06)Increase in Misc Exp 0.51 0.51Direct taxes Paid (60.27) (78.32)

c (206.66) (193.87)Cash flow before Extra ordinary items (a+b+c) (613.27) (101.58)Prior Period Items (Net) (1.42) (5.29)Net Cash generated from/(used) in operating activities A (614.70) (106.87)

(B) CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (358.66) (608.70)Sale of Fixed Assets 1.69 16.20Purchase/Sale of Investments — —Interest / Dividend received 34.84 32.60Rent and Compensation 696.73 563.85

Net Cash generated from/(used in) Investing activities B 374.61 3.95

C. CASH FLOW FROM FINANCING ACTIVITIESProceeds from/Repayment long term borrowings 15.18 6.36Security & Other Deposits (10.74) 102.38Dividend Paid (Including Dividend Tax) (79.61) (79.61)

Net Cash generated from/(used in) Financing activities C (75.16) 29.13

Net (decrease)/increase in cash& cash equivalents(A+B+C) (315.25) (73.79)

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH,2010

58


As at 31-03-2010

(Rs. in lacs)

As at 31-03-2009 (Rs. in lacs)

Cash & Cash equivalentAt the beginningCash & Bank balances 75.42 73.69Bank Overdraft (427.61) (352.09)

(352.19) (278.40)At the end of the yearCash & Bank balances 114.50 75.42Bank Overdraft (781.95) (427.61)

(667.44) (352.19)

Increase (decrease) in Cash & Cash equivalent (315.25) (73.79)


CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH,2010





59


ACCOUNTS OF THE

SUBSIDIARY COMPANY

BRADY & MORRIS ENGG. CO. LTD

60

BRADY & MORRIS ENGG. CO. LTD.

61



CONTENTS PAGE

Notice 62

Directors’ Report 64

Secretarial Compliance Certificate 70

Auditors Report 73

Balance Sheet 76

Profit & Loss Account 77

Schedules A to P 78

Company Profile 94

Cash Flow Statement 96

BOARD OF DIRECTORS

MR. PAVAN G. MORARKA Chairman

MR. KAUSHIK D. SHAH

MR. GAUTAM DIVAN

MR. M. K. SHAH

CHIEF OPERATING OFFICER

S. GOWRI SHANKAR

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 400001.

Tel : 22048361-5 l Fax : 22041855

Email : [email protected]

Website:http://www.bradys.in

WORKS

1. GIDC Industrial Estate Vatva, Ahmedabad - 382 445

2. Bareja, Sarsa Patia Village, Dist Kheda

REGISTRAR & SHARE TRANSFER AGENTS

BIGSHARE SERVICES PVT. LTD.

E-2/3, Ansa Industrial Estate.

Sakivihar Road, Saki Naka, Andheri (E)

Mumbai - 400 072

62


NOTICE is hereby given that 64th Annual General Meeting of the Members of Brady & Morris Engineering Company Limited will be held on Saturday, September 18, 2010 at 11.00 a.m. at Maharashtra Chamber of Commerce Trust, Babasaheb Dahanukar Sabhagriha, Oricon House, 6th Floor, 12, K. Dubhash Marg, Fort, Mumbai 400 001 to transact the following business :-

1. To Consider and adopt the Audited Balance Sheet as at 31st March, 2010 and the Profit & Loss Account for the year ended on that date and the Report of Directors and Auditors thereon.

2. To Declare Dividend.

3. To appoint Director in place of Mr. Kaushik D. Shah, who retires by rotation and being eligible offers himself for re-appointment.

4. To appoint Director in place of Mr. Mahendra. K. Shah who retires by rotation and being eligible offers himself for re-appointment

5. To appoint Auditors and to fix their remuneration.


Sd/- PAVAN G. MORARKA Chairman Registered Office:Brady House12-14, Veer Nariman Road, Fort, Mumbai - 400 001.May 31, 2010.

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 14/09/2010 to 17/09/2010 (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 September 23, 2010 to those members whose names appear on the Register of Members of the Company as at the close of the business hours on September 17, 2010. In respect of shares held in demat mode, dividend will be paid on the basis of beneficial ownership as on September 17, 2010 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, unclaimed Dividend upto the year ended March 31, 2002 has been transferred to the credit of the General Revenue Account of the Central Government.

Members should note that unclaimed dividend for the year ended 31.03.2003 and thereafter may be claimed from the Company and those members who have not yet received or encashed their Dividend Warrants may write to the Company with relevant particulars.

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.

NOTICE

63


Details of unclaimed Dividend with it’s 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. 31.03.2003 30.08.2003 29.09.20102. 31.03.2004 14.08.2004 13.09.20113. 31.03.2005 27.08.2005 26.09.20124. 31.03.2006 23.09.2006 22.10.20135. 31.03.2007 27.09.2007 26.10.20146. 31.03.2008 30.08.2008 29.09.20157. 31.03.2009 19.09.2009 18.10.2016

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.

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 & Transfer Agent of the Company for physicals well as demat mode of transfers. Members are therefore requested to send their grievances to them for early disposal at the address 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 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]

9. a. Members are informed that in order to avoid fraudulent encashment of dividend warrants they should send to the Registrar and 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 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. upto the date of the Annual General Meeting.

11. Members/Proxies holding their Shares in Physical mode 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.

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, 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.

Registered Office: For and on behalf of the BoardBrady House, 12-14, Veer Nariman Road,Fort, Mumbai - 400 001.` Sd/-May 31, 2010. PAVAN G. MORARKA Chairman

64


TO THE MEMBERS OF BRADY & MORRIS ENGINEERING CO. LTD.

Your Directors are pleased to present the Sixty-fourth Annual Report and Audited Accounts for the year ended 31st March, 2010. Your Company continues to maintain its growth and the results are:

1. FINANCIAL RESULTS:2009-2010

(Rs.in Lacs)2008-2009

(Rs.in Lacs)a) Gross Sales 2861.74 2759.98b) Operating Profit before interest and Depreciation 280.93 292.95c) Less : Interest 124.22 100.29d) Profit Before Depreciation 156.71 192.66e) Less : Depreciation 103.35 75.18f) Profit for the year before Taxation 53.36 117.48g) Less Provision for Taxation

(i) Current 16.25 36.00

(ii) Deferred 3.53 9.65

(iii) Fringe Benefit Tax - 3.07

Sub - total 19.78 48.72h) Profit after Taxation 33.58 68.76i) Add / (Less) : Prior Year’s adjustment (0.15) (4.79)j) Net Profit 33.43 63.97k) Add: Profit Brought Forward 134.42 115.94l) Amount available for appropriations 167.85 179.91m) Less : Appropriations -

Proposed Dividend 33.75 33.75Tax on Dividend 5.74 5.74Transfer to General Reserve 2.00 6.00Sub - total 41.49 45.49

n) Balance Profit carried to Balance Sheet 126.36 134.42

2. DIVIDEND :

Your Directors are pleased to recommend for the approval of the Shareholders Dividend @15% i.e. Rs. 1.50 per share for the year ended 31st March, 2010.

3. WORKING RESULTS :

Although, the gross sales is higher at Rs. 2861.74 lakhs as compared to Rs. 2759.98 lakhs in the previous year, the profit before tax is Rs. 53.36 lakhs as compared to Rs. 117.48 lakhs in the previous year. The results have been affected due to delay in execution of certain projects and increase in operating cost.

4. FUTURE OUTLOOK :-

The Company has taken necessary steps to increase built up area for production, add equipments and reduce costs. Further, the Comapany has strengthened technical and marketing team.This would result into higher productivity, better efficiency and profitability.

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. K. D. Shah & Mr. M. K. Shah Directors retire by rotation and being eligible offer themselves for re-appointment.

DIRECTORS’ REPORT 2009-2010

65


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 have been followed along with proper explanation relating to material departures;

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis.

7. PERSONNEL & PARTICULARS OF EMPLOYEES :

During the year under report, none of the employees of the Company was in receipt of remuneration in excess of the ceilings prescribed under Section 217(2A) of the Companies Act, 1956.

8. 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.

9. COMPLIANCE CERTIFICATE :

Pursuant to provisions of Section 383 A of the Companies Act, 1956 and the rules made thereunder, the Company has obtained a Compliance Certificate from Practicing Company Secretary, Ms. Mansi Damania. The same is attached herewith.

10. 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.

11. INSURANCE

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

12. ACKNOWLEDGEMENT :

The Directors wish to place on record their appreciation of the co-operation and assistance received from Bankers, Customers and Suppliers.

FOR & ON BEHALF OF THE BOARD

Sd/-PAVAN G. MORARKA

ChairmanMumbai : 31st May, 2010.

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STATEMENT UNDER SECTION 217(1)(E) READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 AND FORMING PART OF THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH, 2010.

A) CONSERVATION OF ENERGY :

a) Company’s operations involve low energy consumption. Wherever possible, energy conservation measures have already been implemented and there are no major areas where further energy conservation measures can be taken. However, efforts to conserve and optimise the use of energy through improved operational methods and other means will continue.

b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy : NIL

c) Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods :

Efforts made by us to economise consumption of power had a marginal impact on cost of production.

d) Total energy consumption per unit of production as per Form-A of the Annexure in respect of industries specified in the Schedule thereto: NOT APPLICABLE

B) TECHNOLOGY ABSORPTION :

Efforts made in Technology Absorption as per Form-B.

FORM - B

1. Research & Development (R & D)

a) Specified areas in which R & D carried out by the Company

b) Benefit derived as a result of above R & D

c) Future plan of action

d) Expenditure on R & D NONE

i. Capital

ii. Recurring

iii. Total

iv. Total R & D Expenditure as a percentage of total turnover.

2. Technology Absorption, Adaptation and innovation :

a) Efforts in brief made towards technology Absorption, Adaptation and innovation

b) Benefit derived as a result of the above efforts e.g. product improvement, cost NONE reduction, product development, import substitution etc.

3. Imported Technology :

During the last five years no technology has been imported hence this is not applicable.

C) Foreign Exchange Earnings and Outgoings : Please refer Notes No. 17 to 19 of the Notes on Accounts.

For & On Behalf of the Board

Sd/-PAVAN G. MORARKA

ChairmanMumbai : 31st May, 2010.

ANNEXURE ‘A’ TO THE DIRECTORS’ REPORT

}}

67


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.

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 5 YES

Mr. Kaushik D. Shah Director 19/05/1994 5 YES

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

Mr. Gautam R. Divan Director 28/07/2007 5 YES

During the financial year ended March 31, 2010, 5 [FIVE] Board meetings were held on 27/04/2009, 27/07/2009, 19/09/2009, 24/10/2009 and 30/01/2010.

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.

ANNEXURE B TO DIRECTORS’ REPORT FOR THE YEAR ENDED MARCH 31, 2010

68


GENERAL SHAREHOLDERS INFORMATION :

ANNUAL GENERAL MEETING : 64th Annual General Meeting.

DAY & DATE : September 18, 2010.

TIME : 11.00 A. M.

VENUE : Maharashtra Chamber of Commerce Trust, Babasaheb Dahanukar Sabhagriha, Oricon House, 6th Floor, 12, K. Dubhash Marg, Fort, Mumbai 400 001

DATE OF BOOK CLOSURE: 14/09/2010 to 17/09/2010 [Both days inclusive].

SHARE TRANSFER SYSTEM:

Share Transfer Requests are received at the registered office of the Company s 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 & SHARE TRANSFER AGENTS :

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]

LISTING:The Bombay Stock Exchange Limited, Mumbai.

STOCK CODE OF THE COMPANY:The Bombay Stock Exchange Limited, MumbaiScrip 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, 2010, 19,88,737 Shares representing 88.39 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.

69


GENERAL BODY MEETINGS:

The last three Annual General Meetings were held as under:

Financial Year ended Date Time Venue

31.03.2007 27.09.2007 11.30 A.M. Alexandra Girls English Institution 31, Hazarimal Somani Marg,

31.03.2008 30.08.2008 11.30 A.M. Maharashtra Chamber of Commerce Trust, Oricon House, 6th Floor, 12, K. Dubhash Marg, Fort, Mumbai 400 001.

31.03.2009 19.09.2009 11.30 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 web site. Address of the website is www.brady.in

SHAREHOLDING PATTERN AS ON MARCH 31, 2010:

Category No. Of shares held % of shareholding

Promoters 18,43,890 81.95

Private Bodies Corporate 1,62,776 7.23

Indian Public 2,39,998 10.67

NRI/OCBs 3,336 0.15

Total 22,50,000 100.00

DISTRIBUTION OF SHAREHOLDING AS ON 31/03/2010:

No. of Equity Shares held No. of Shareholders

No. of Shares held

% of Equity Capital

Upto 500 1062 1,20,457 5.34

500-1000 59 42,943 1.91

1001-2000 23 31,098 1.38

2001-3000 09 24,132 1.07

3001-4000 02 7,750 0.34

4001-5000 02 9,450 0.42

5001-10000 01 5,490 0.24

10001 & above 05 20,08,680 89.27

Total 1163 22,50,000 100.00

COMPLIANCE OFFICER & ADDRESS FOR CORRESPONDENCE:

Mr. R. K. SharmaBRADY & MORRIS ENGINEERING COMPANY LIMITED 12-14, Veer Nariman Road, Fort, Mumbai - 400 001. E-mail : [email protected] No. 22048361/2/3.

70


COMPANY NO. 11-004729.

AUTHORISED SHARE CAPITAL : RS. 5,00,00,000/-. PAID UP SHARE CAPITAL : RS. 2,25,00,000/-.

The Members,

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

I 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, 2010. In my opinion and to the best of my information and according to the examinations carried out by me and explanations furnished to me by the Company and its officers, I 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 5 [Five] times during the aforesaid Financial Year i.e. on 27.04.2009, 27.07.2009, 19.09.2009, 24.10.2009 and 31.01.2010 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 19th September, 2009 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 and complied with the provisions of the Law.

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.

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.

SECRETARIAL COMPLIANCE CERTIFICATE

71


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 right of dividend, rights 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 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.

Sd/-

CS MANSI DAMANIA

ACS: 22670, COP: 8120 Place: Mumbai.

Date: May 31, 2010.

72


Name 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 - ‘A’ TO THE SECRETARIAL COMPLIANCE CERTIFICATE

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. 23.10.2009 Yes. No.

2. Balance Sheet U/s. 210. 29.09.2009 Yes. No.

3. Secretarial Compliance Certificate U/s. 383A. 24.09.2009 Yes. No.

4. Form 8 u/s. 125 16.05.2009 Yes No

5. Form 17 u/s. 138 12.05.2009 Yes No

6. Form 1INV 21.10.2009 NA NA

Sd/-

CS MANSI DAMANIA

ACS: 22670, COP: 8120

Place: Mumbai.

Date: May 31, 2010.

73


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, 2010 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, 2010 and taken on record by the board of directors, we report that none of the directors is disqualified as on March 31, 2010 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, 2010;

(ii) In the case of the Profit and Loss Account, of the profit 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

Partner Membership No. : 5180

Firm Regn. No. : 102026WDate : 31st May, 2010Place : Mumbai

AUDITORS’ REPORT

74


(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.

(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 Rs. 237.60 lacs, and an interest-free unsecured loan of Rs. 37 Lacs from an associate private limited company, for which there is no stipulation as to repayment of principal and interest.

(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 thereunder, 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) 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.

(b) On the basis of our examination of documents and records the disputed statutory 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 follows:

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

75


Name of the Statute Rs. In Lacs Forum were dispute is pending

Income Tax Liability under Income Tax Act, 1961

9.73 ASSESSING OFFICER

(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) 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

Date : 31st May, 2010 Partner Place : Mumbai Membership No. : 5180 Firm Regn. No. : 102026W

76


31.03.2010 31.03.2009 Schedule Rupees Rupees Rupees

I. SOURCES OF FUNDS1. SHARESHOLDERS’ FUNDS

(a) Capital A 2,25,00,000 2,25,00,000 (b) Reserves & Surplus B 2,71,56,292 2,77,62,178

4,96,56,292 5,02,62,178 2. DEFERRED TAX LIABILITY (NET) 8,60,045 5,07,518 3. LOAN FUNDS

(a) Secured Loans C 8,81,56,427 7,47,73,438 (b) Unsecured Loans D 2,90,91,450 2,90,81,450

11,72,47,877 10,38,54,888 TOTAL 16,77,64,214 15,46,24,584

II. APPLICATION OF FUNDS :1. FIXED ASSETS

(a) Gross Block E 150,883,764 1,48,712,284 (b) Less : Depreciation 4,81,77,789 3,80,15,195 (c) Net Block 10,27,05,975 11,06,97,089 (d) Capital Work in Progress 60,85,047 12,95,944

10,87,91,022 11,19,93,033 2. INVESTMENTS F 6,28,002 6,28,002 3. CURRENT ASSETS, LOANS G

AND ADVANCES(a) Inventories 12,80,71,953 11,33,42,797 (b) Sundry Debtors 14,92,77,539 9,59,45,876 (c) Cash & Bank Balances 77,69,829 48,36,599 (d) Deposits 10,60,651 5,92,591 (e) Loans & Advances 1,65,49,269 2,45,16,543

30,27,29,241 23,92,34,406 LESS : CURRENT LIABILITIES H 24,44,79,148 19,73,76,229 AND PROVISIONSNet Current Assets 5,82,50,093 4,18,58,177

III MISCELLANEOUS EXPENDITURE AND LOSSES(Expenditure for increase in Authorised Sharecapital net of write off Rs.50275/- previous year 95,097 1,45,372 Rs.50275/-) TOTAL 16,77,64,214 15,46,24,584

NOTES FORMING PART OF ACCOUNTS P

BALANCE SHEET AS AT 31ST MARCH 2010

The above Balance Sheet, Schedules and relevant

Notes are authenticated by usAs per our attached Report of even dateFor and on behalf ofC. L. DALAL & CO.Chartered Accountants


Pavan G. Morarka Chairman

R. C. JAINPartner K.D.Shah Director Membership No. 5180Firm Regn No. 102026WMumbai : 31st May, 2010 Mumbai : 31st May, 2010

77


The above Profit & Loss Account, Schedules and relevant

Notes are authenticated by usAs per our attached Report of even dateFor and on behalf ofC. L. DALAL & CO.Chartered Accountants




Schedule Rupees 2009 - 2010Rupees

2008 - 2009Rupees

INCOMESales I 26,42,77,975 25,11,21,393

Other Income J 81,17,611 1,39,59,747Increase in Stock K - 3,45,15,351

TOTAL 27,23,95,586 29,95,96,491EXPENDITURE :Raw materials and Bought out Components Consumed L 11,80,20,079 1,22,82,938Decrease in Stock K 1,44,85,610 - Trading Purchase 3,27,03,873 7,46,68,558Payments to and Provisions for Employees M 2,45,54,956 2,20,60,394Manufacturing and other expenses N 5,44,87,688 5,22,39,321Interest on cash Credit / Term Loan etc. 1,24,21,694 1,00,29,268Depreciation/ Amortisation 1,03,35,308 75,18,143Differential Expenses for increase in Authorised Share Capital written off.

50,275 50,275

TOTAL 26,70,59,482 28,78,48,897

Profit before Taxation 53,36,104 1,17,47,594Less : Provision for Taxation Current Tax 16,25,000 36,00,000 Deferred Tax 3,52,527 9,64,692 Fringe Benefit Tax - 3,07,000Profit after Taxation 33,58,577 68,75,902Add / (Less) : Prior Period Adjustment (Net) O (5,04,200) (4,32,833)Add : Exces Provision of Taxation w/back 4,88,319 (45,472)Add : Profit Brought Forward 1,34,42,460 1,15,93,444

Amount Available for Appropriation 1,67,85,156 1,79,91,041

APPROPRIATIONS :Proposed Dividend 33,75,000 33,75,000Tax on Proposed Dividend 5,73,581 5,73,581Transferred to General Reserve 2,00,000 6,00,000Balance Carried to Balance Sheet 1,26,36,574 1,34,42,460Earning per share (Refer Note 9 of Schedule P)

BASIC & DILUTED 1.49 3.06 Nominal Value per Equity share 10.00 10.00 NOTES FORMING PART OF ACCOUNTS P

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2010

78


SCHEDULES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH. 2010 AND PROFIT AND LOSS ACCOUNT

FOR THE TEAR ENDED 31ST MARCH, 2010Rupees As at

31.03.2010 Rupees

As at 31.03.2009

RupeesSCHEDULE ‘A’SHARE CAPITALAuthorised :50,00,000 Shares of Rs. 10/- each 5,00,00,000 5,00,00,000Issued & Subscribed :22,50,000 (Previous Year 22,50,000) Equity Shares of Rs. 10/- each fully paid up. 2,25,00,000 2,25,00,000 Of the above shares(i) 84,290 Equity Shares are alloted as fully paid up pursuant to contracts,

without payments being received in cash.(ii) 15,00,000 (Previous Year 15,00,000) Equity Shares are alloted as Bonus

Shares by capitalisation of Profits (iii) 18,15,690 (Previous Year 18,15,690) Equity shares are held by the holding

company W.H.BRADY & CO. LTD. TOTAL 2,25,00,000 2,25,00,000SCHEDULE ‘B’RESERVES & SURPLUS :REVALUATION RESERVE :Balance as per last Balance Sheet 1,16,19,718 1,16,19,718GENERAL RESERVE :Balance as per last Balance Sheet 27,00,000 21,00,000Add : Set aside during the year 2,00,000 6,00,000

29,00,000 2,70,0,000Profit & Loss Account 1,26,36,574 1,34,42,460

TOTAL 2,71,56,292 2,77,62,178

SCHEDULE ‘C’SECURED LOANS FROM :Bank : Cash Credit Account 6,34,37,517 3,57,97,095 Term Loan Account 2,44,24,917 37,556,637

8,78,62,434 7,33,53,732Others : Hypothecation of Vehicles from (i) Banks 2,93,993 12,97,465 (ii) Others - 1,22,241

2,93,993 14,19,706 TOTAL 8,81,56,427 7,47,73,438

SCHEDULE ‘D’UNSECURED LOANS :

Holding Company 2,37,60,000 2,37,60,000Deposits from Others : Private Limited Company 37,00,000 37,00,000 Dealers 16,31,450 16,21,450 53,31,450 53,21,450 TOTAL 2,90,91,450 29,081,450

79

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80


As at 31.03.2010

As at 31.03.2009

Rupees Rupees RupeesSCHEDULE ‘F’INVESTMENTS (NON TRADE - LONG TERM)Unquoted Investments : (A) IN SHARES OF JOINT STOCK COMPANY (FULLY PAID UP) (a) Equity Shares : (1) 78,964 Shares of Rs. 12.50 each of Ganesh Flour Mills Company Ltd. (cost Rs.4,00,037) 1 1 (2) 20,000 Shares(Including 10000 Bonus shares) of Rs.10

each of Brady Services Pvt. Ltd.1,00,000 1,00,000

(3) 50 shares of Rs.10 each of Brady Air Ltd. 500 500 (Previously known as Brady Satlink Ltd.)(4) 2,500 shares of Rs. 10 each of Brady Telesoft Pvt. Ltd. 25,000 25,000(5) 50,000 shares of Rs. 10 each of Brady Futures Pvt. Ltd. 5,00,000 5,00,000

(b) Preference Shares : fully paid520 7 % First Cummulative Preference Shares of Rs. 12.50 each of Ganesh Flour Mills Co. Ltd.(Cost Rs. 6,645) 1 1

6,25,502 6,25,502(B) OTHERS

The Manekchowk Co-Op. Bank Ltd. 2,500 2,500(25 Shares of Rs. 100/- each fully paid )

TOTAL 6,28,002 6,28,002

SCHEDULE ‘G’CURRENT ASSETS, LOANS AND ADVANCESCURRENT ASSETS(A) INVENTORIES : (As valued and certified by a Director) (1) Stores 1,15,382 12,46,593 (2) Loose Tools 7,84,317 10,00,817

8,99,699 22,47,410 (3) Stock in Trade / in Transit Bought out Components 5,50,74,674 2,89,22,916 Raw Materials 77,20,782 34,58,676 Semi Finished Goods 6,38,98,509 7,83,84,119 Stock in Transit 4,78,290 3,29,676

12,71,72,254 11,10,95,38712,80,71,953 11,33,42,797

(B) SUNDRY DEBTORS : (Unsecured, Considered good unless otherwise stated) 1. Over six Months : 91,55,334 1,17,57,541 (Include due by Holding Company Rs. Nil previous year Rs. NIL) 2. Others : (Include Rs.NIL due by Holding 14,01,22,205 8,41,88,335 Company previous year Rs. NIL/- ) 14,92,77,539 9,59,45,876

81


As at 31.03.2010

As at 31.03.2009

Rupees Rupees Rupees

SCHEDULE ‘G’ (CONTD.)

(C) CASH AND BANK BALANCES :

(I) Cash on Hand 40,238 34,108

(II) Bank Balance with Scheduled Banks (a) Current Account 8,09,951 2,59,837

(Including Dividend Account Rs.1,58,870/-Previous Year Rs.1,74,398/- )

(b) Fixed Deposits (Pledged with a bank against 69,19,640 45,42,654Guarantees) 77,29,591 48,02,491

77,69,829 48,36,599(D) OTHER CURRENT ASSETS :

(Unsecured, Considered good)Security & other Deposit 10,60,651 5,92,591

(E) LOANS AND ADVANCES : (Unsecured, considered good)

(i) Advances Recoverable in cash or in kind or value to be received

90,31,917 1,15,64,269

(ii) Statutory Advance payments 58,37,871 -(iii) Advance payment or Income Tax etc. 13,15,721 1,22,31,274(Iv) Advance payment of Fringe Benefit Tax 3,63,759 7,21,000

1,65,49,268 2,45,16,543TOTAL 30,27,29,240 23,92,34,406

SCHEDULE ‘H’CURRENT LIABILITIES AND PROVISIONS :(A) CURRENT LIABILITIES : (i) Sundry Creditors (including interest payable

Rs.170,022/-17,06,04,581 12,45,54,769

previous year Rs. 50,072/-) (ii) Advances received (including Rs.5,03,88,902/-from

Holding Co. Previous year Rs.3,54,44,253/-)6,74,26,964 5,44,02,230

(iii) Unclaimed Dividends 1,58,870 1,74,39823,81,90,415 17,91,31,397

(B) PROVISIONS : (i) Provision for Accrued Privilege Leave 4,08,152 3,07,279(ii ) Provision for Taxation 16,25,000 1,32,41,972(iii) Provision for Fringe Benefit Tax 3,07,000 7,47,000(iv) Proposed Dividend 33,75,000 33,75,000(v) Tax on Proposed Dividend 5,73,581 5,73,581

62,88,733 1,82,44,832TOTAL 24,44,79,148 19,73,76,229

82


2009 - 2010 2008 - 2009


SCHEDULE ‘I’

SALES :

Manufacturing Sales 25,24,61,194 19,97,93,010

Less : Excise Duty (2,18,95,749) (2,48,77,481)

23,05,65,445 17,49,15,529

Trading Sales 3,37,12,530 7,62,05,864

TOTAL 26,42,77,975 25,11,21,393

SCHEDULE ‘J’

OTHER INCOME

Interest Received (Gross)

Tax Deducted at Source Rs.62,326/-(Previous Year Rs.63,275/-)

a) on Bank F.D. 4,07,553 3,07,157

b) on Others 13,103 2,744

4,20,656 3,09,901

Dividend Income 70,000 70,000

Commission Received (Gross) Tax Deducted Rs.69,000/- Previous year Rs.5,76,211/-)

26,75,430 66,14,485

Service & Maintenance Charges (Gross) (Tax Deducted at 15,00,000 15,00,000

Source Rs.241,625/- Previous Year Rs.367,908/- )

Late Delivery Charges Recovered 1,01,464 -

Sundry Balances written back 14,20,228 1,25,906

Service Income(Gross)(TDS Rs.23176/- Previous Year Rs.NIL) 15,97,987 20,11,350

Misc.Income (Including sale of Scrap Rs.1,33,671/- Previous Year Rs.164328)

3,31,846 33,28,105

TOTAL 81,17,611 1,39,59,747

SCHEDULE ‘K’

INCREASE / (DECREASE) IN STOCKS

Opening Stock as on 01.04.2009

(1) Finished Goods - -

(2) Semi Finished Goods 7,83,84,119 4,38,68,768

(3) Scrap -

7,83,84,119 4,38,68,768

Less : Closing Stock as on 31.03.2010

(1) Finished Goods - -

(2) Semi Finished Goods 6,38,98,509 -

(3) Scrap - 7,83,84,119

6,38,98,509 7,83,84,119

TOTAL (1,44,85,610) 3,45,15,351

83


2009 - 2010 2008 - 2009


SCHEDULE ‘L’

CONSUMPTION OF RAW MATERIALS

AND BOUGHT OUT COMPONENTS

Opening Stock as on 01.04.2009

(I) Raw Materials 34,58,676 25,28,806

(II) Bought out Components 2,89,22,916 1,60,74,038

32,381,592 1,86,02,844

Add : Purchases during the year inclusive of incidental expenses

(I) Raw Materials 4,27,08,106 2,88,45,713


14,89,12,231 13,50,61,686

18,12,93,824 15,36,64,530

Less : Closing Stock as on 31.03.2010

(I) Raw Materials 77,20,782 34,58,676


(III) Stock in Transit 4,78,290 -

6,32,73,745 3,23,81,592

TOTAL 11,80,20,079 12,12,82,938

SCHEDULE ‘M’

PAYMENTS TO AND PROVISIONS FOR EMPLOYEES

(I) Salaries, Wages, Bonus, Allowances Etc. 2,20,17,687 1,98,87,890

(II) Contribution to Provident and other Funds / 15,29,849 16,32,233

Schemes (Includes contribution to

Approved Gratuity Fund Rs. 134420/-

Previous year Rs.201456/- )

(III) Workmen & Staff Welfare Expenses 10,07,421 5,40,271

TOTAL 2,45,54,956 2,20,60,394

84


2009 - 2010 2008 - 2009Rupees Rupees Rupees

SCHEDULE ‘N’MANUFACTURING AND OTHER EXPENSESStores / Loose Tools consumed 1,49,31,052 1,23,67,766Sub Contractors’ Charges 1,32,15,584 98,91,131Power & Fuel (Net of recovery) 19,78,130 13,56,425Repairs to Building 2,56,912 1,83,991Repairs to Machinery 4,15,002 4,57,650Other Repairs 14,282 3,75,661Rent (includes Rs.396000/- to Holding Co. Previous year Rs.396000)

14,01,402 13,83,519

Reimbursement of Administration and other Expenses to Holding Co. - 16,99,680Rates & Taxes (Net of recovery) 4,40,966 77,781Bad Debts & other irrecoverable amounts written off net 41,667 1,58,426Insurance 2,28,716 2,78,201Commission / Discount (Including NIL to Holding Co.Previous Year Rs.739077-)

18,10,979 40,11,559

Directors’ Fees 1,47,500 1,12,000Directors’ Travelling Expenses 1,03,986 9,42,925Travelling Exp. - Others 22,33,127 20,07,188Legal & Professional Charges 14,28,793 18,63,916Auditors’ Remuneration A) Audit Fees 50,000 50,000 B) For other Services 33,000 9,000

83,000 59,000Bank Charges 15,44,198 19,96,365Miscellaneous Expenses (Net of Recovery)(Including Rs. 29234/- for Auditors Travelling Expenses Previous Year Rs.44324/- )

1,41,83,456 1,29,94,278

Loss on Sale of Fixed Assets 28,936 21,859TOTAL 5,44,87,688 5,22,39,321

NOTES : - 1. AUDITORS’ REMUNERATION FOR OTHER SERVICES

COMPRISES OF :TAXATION MATTERS 7,500 -TAX AUDIT FEES 5,000 5,000CERTIFICATION WORK & OTHER SERVICES 20,500 4,000

TOTAL 33,000 9,0002. Miscellaneous Expenses include...

a) Erection & Commissioning Expenses 12,48,608 21,62,705b) Penalty 18,245 -

SCHEDULE ‘O’Prior Period Adjustment (NET)Credit :Provision for Accrued Privilege Leave Written back - 3,944Excess Provision for Expenses now written back 2,35,755 -

2,35,755 3,944Debit :Short Provision of Expenses in earlier year 7,39,955 4,36,777Short Provision of Income Tax & FBT for earlier years - 7,39,955 45,472

TOTAL 5,04,200 4,78,305

85


SCHEDULE ‘P’

A. SIGNIFICANT ACCOUNTING POLICIES – 31.03.2010

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 realisable, 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.

8. EMPLOYEE BENEFITS :

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

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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.

B. NOTES FORMING PART OF ACCOUNTS FOR THE YEAR ENDED 31.03.2010

1. CONTINGENT LIABILITIES IN RESPECT OF :

(a) Excise Duty demanded by the various Orders and Show Cause Notices received from Excise Authorities aggregating to NIL (Previous Year Rs. 21433/-) on Company.

(b) Claims made by the 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.

(c) In respect of Guarantees aggregating to Rs. 40,814,775/- (Previous Year Rs. 31,874,044/-) given to clients by the Company’s bankers for Performance / Advance Guarantees against counter guarantees given by the Company to the said bankers.

(d) Contingent liability in respect of I.T. liability for assessment year 08 - 09 under section 143(1) of the Income Tax Act 1961 pending rectification of demand Rs. 9,73,090/- (Previous Year NIL)

2. Estimated amount of contracts remaining to be executed on capital account and not provided for in accounts aggregate to Rs. 63, 49,000/- (Previous Year NIL).

3. As reported earlier, the Company had filed appeal with the Company Law Board against the dismissal of the Company’s application by the said Board in 1982 in connection with the transfer of 54000 Equity Shares of the Ganesh Flour 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 Re.1 each by writing off the investment.

4. (a) The Company has been granted Cash Credit Facilities aggregating to Rs. 1450 lacs. (Previous year Rs. 1150 lacs) by the Bankers which is inclusive of the facilities for Letter of Guarantee, Letter of Credit, etc. of Rs.800 lacs (previous year Rs.650 lacs) which are secured by hypothecation of raw material, stock-in-process, finished goods and book debts.

(b) The Company has been granted Term Loans I & II of Rs.263 lacs (previous year Rs.489 lacs). The Term Loan I of Rs.67 lacs is secured by equitable mortgage of existing factory land & building and hypothecation of entire plant & machinery at Vatva. The term Loan II of Rs.196 lacs 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.

87


(c) The above facilities are further collaterally secured against commercial building at 414, Senapati Bapat Marg, Lower Parel, Mumbai-4000 013, Factory land & building at 505, GIDC, Phase IV, Vatva, Ahmedabad and factory land & Bldg. 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.

(d) The Term Loan I of Rs.67 lacs is repayable in 40 equal monthly installments after 12 months moratorium period from the date of 1st disbursement on 29.03.07 and the Term Loan II of Rs.196 lacs is repayable in 60 equal monthly installments after 3 months moratorium period from the date of 1st disbursement on 08.10.07.

5. Interest on Cash Credit, Term Loan etc. of Rs.1,24,21,694/- (Previous Year Rs.1,00,29,268-) is inclusive of following:-

Current Year Rupees

Previous YearRupees

(a) Against Hypothecation of Vehicles 1,03,247 1,55,446

(b) On Term Loans 38,54,382 12,66,054

(c) On Cash Credit 63,27,695 50,79,620

(d) Others 1,10,678 4,62,281

(e) On Dealership Deposits 1,24,892 1,25,655

(f) Interest to Holding Company 19,00,800 29,40,212

1,24,21,694 1,00,29,268

6. Retirement Benefits to Employees (AS 15):

a. In accordance with provisions of Accounting Standard (AS-15), as at 31.03.2010 the liability for the balance Privilege Leave of Rs. 4,08,152/- as per Actuarial valuation, has been accounted for in the financial statement, (Previous year Rs.3,07,279/- as at 31.03.09). Accordingly, an amount of Rs.1,00,873/- has been charged to Profit & Loss A/c.

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

(I) Defined Contribution Plans

During the year ended 31st March 2010, the company has recognized the following amounts in the profit & loss account:

Rs. in lacs

Current Year Previous Year

Contribution to Provident Fund and Family Pension Fund 10.26 8.97

The above amounts are included in ‘Contribution to Provident Fund’ and other funds’ under ‘Payment to and provisions for employees in Schedule M

(II) 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, 2010.

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Rs. in lacs

Particulars Current Year Previous Year

I. Components of employer expenses

1. Current Service Cost 1.33 1.30

2. Interest Cost 0.87 0.73

3. Expected Return on Plan Assets 0.76 (0.19)

4. Actuarial Losses/(Gains) (0.57) (1.08)

5. Total Expense recognized in the profit & loss account (included in ‘Contribution to provident fund, and other funds’ under ‘Payment to and provisions for employees in Schedule M).

1.34 2.01

II. Actual Contribution and Benefit Payments for the year ended 31st March, 2010

1. Actual Benefit payments (0.22) (1.38)

2. Actual Contributions 1.34 2.01

III. Net asset/(liability) recognized in the Balance Sheet as at 31st March, 2010

1. Present Value of Defined Benefit Obligation 10.94 9.62

2. Fair Value of Plan Assets 9.59 9.62

3. Funded status[Surplus/(Deficit)] - -

4. Unrecognized Past service Cost - -

5. Net asset/(liability) recognized in the Balance sheet (1.34) 2.01

IV. Change in Defined Benefit Obligation during the year ended 31st March, 2010

1. Present Value of Defined Benefit Obligation as at 1st April, 2009 9.62 8.49

2. Current Service Cost 1.33 1.30

3. Interest Cost 0.87 0.73

4. Curtailment Cost/(Credit) - -

5. Settlement Cost/(Credit) - -

6. Plan amendments - -

7. Acquisitions/ Amalgamations - -

8. Actuarial (gain)/losses (0.67) 0.46

9. Benefits paid (0.22) (1.38)

10. Present Value of Defined Benefit Obligation as at 31st March, 2010

10.94 9.62

V. Change in Fair Value of Plan Assets during the year ended 31st March, 2010

1. Plan Assets as at 1st April, 2009 9.62 8.49

2. Acquisitions/ Amalgamations - -

3. Expected Return on Plan Assets 0.76 0.19

4. Actuarial (Gains)/losses (0.57) 0.62

5. Actual Company Contributions - 2.01

6. Benefits paid (0.22) (1.38)

7. Plan Assets as at 31st March 2010 9.59 9.62

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Rs. in lacs

Particulars Current Year Previous Year

VI. Actuarial Assumptions

1. Discount Rate 8.00% 8.00%

2. Expected rate of Return on plan Assets 8.00% 8.00%

3. Salary Escalation rate 3.00% 3.00%

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 actual return on plan assets is Rs.19,318/-(Previous Year Rs.18,948/- )

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 assets

1. Insurer Managed Funds 9.59 9.62

2. Others - -

3. Total 9.59 9.62

X. Experience Adjustments

1. Present Value of Defined Benefit Obligation as at 31st March, 2010

10.94 9.62

2. Fair Value of Plan Assets as at 31st March, 2010 9.62 9.62

3. Fund status [Surplus/(Deficit)] - -

4. Experience adjustment on Plan liabilities (0.67) -

5. Experience adjustment on Plan assets (0.57) -

7. SEGMENT INFORMATION (AS-17)

The Company is engaged primarily in manufacture of material handling equipments. Accordingly there are no separate reportable segments as per Accounting Standard – 17 dealing with segment reports.


A) Particulars of parties where control exists

I) W. H. Brady & Co. Ltd. Holding Company

II) Other related parties –

Brady Services Pvt. Ltd. Associate

Brady Telesoft Pvt. Ltd. Associate

Brady Air Ltd. Associate

Brady Futures Pvt. Ltd. Associate

Global Tradecracker Ltd. Associate

III) Mr. Pavan G. Morarka (Chairman) Key Management Personnel

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B) Transactions etc. with Related Parties during the year

Holding Co. Associates Key Management

Personnel

Rs. Rs. Rs.

I Sale of Products inclusive of taxes etc. 3,41,73,332 - -

(5,51,43,384) (-) (-)

II Purchase of Products 4,01,310 - -

(14,79,349) (-) (-)

III Reimbursement of expenses received - 27,29,503 -

(-) (37,66,549)

IV Dividend paid during the year 27,23,535 - 33,750

(27,23,535) (-) (-)

V Dividend received during the year - 70,000 -

(-) (70,000) (-)

VI Maintenance/commitment/ charges received during the year - 15,00,000 -

- (15,00,000) -

(-) (-)

VII Other expenses including reimbursements paid 25,53,217 - -

(16,22,571) (-) (-)

VIII Commission paid incl. Service Tax Nil - -

(26,57,671) (-) (-)

IX Commission Received incl. Service Tax 6,82,657 - -

(7,39,073) (-) (-)

X Deposit Balance - 37,00,000 -

(-) (37,00,000) (-)

XI Sitting fees paid - - 40,000

(-) (-) (28,500)

XII Interest paid 19,00,800 - -

(33,26,401) - -

XIII Rent paid incl. Service Tax 4,36,788 - -

(4,44,268) - -

XIV Reimbursement of Infrastructure & other expenses, etc. Nil - -

(19,06,846) - -

XV Long Term Loan payable 2,37,60,000 - -

(2,37,60,000) (-) (-)

XVI Service Income incl. Service Tax - - -

(33,70,800) (-) (-)

Figures in brackets indicate corresponding figures of previous year.

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9. EARNINGS PER SHARE (AS-20)

Current

Year 2009-10 Rupees

Previous Year 2008-09

Rupees

a) Calculation of weighted average number of equity shares of Rs.10/- each Number of shares

22,50,000 22,50,000

b) Net profit after tax available to equity shareholders (Rupees) 33,58,576 68,75,902

c) Basic and Diluted Earnings per share (Rupees) 1.49 3.06

10. DEFERRED TAXATION :

Break up of Deferred Tax Liability / Asset (Net) is as follows:-

31.03.2010 31.03.2009

Rs. Rs.

Tax on Difference between book depreciation and depreciation under Income Tax Act, 1961

(8,60,045) (5,27,521)

Tax on Expenditure under Sec. 43B of the Income Tax Act, 1961 - 20,003

TOTAL – DEFERRED TAX ASSET / (LIABILITY) (8,60,045) (5,07,518)

11. IMPAIRMENT OF ASSETS :

At each balance Sheet date the company reviews the carrying amount of its fixed assets to determine whether there is any indication that those assets have suffered impairment loss. If any such indication exists the company estimates the recoverable amount of such assets. If recoverable amount of the assets or cash generating unit to which the assets belong is less than the carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and debited to the Profit and Loss account. If at the balance sheet date there is an indication of a previously assessed impairment loss no longer existing, then recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to maximum of depreciated historical cost.

12. Micro, Small and Medium Enterprises

The Company has issued the letters for obtaining the confirmation from suppliers who have registered themselves under the Micro, Small and Medium Enterprises Development Act, 2006. However based on the information available with the company there are no outstanding dues to such Mirco, Small and Medium Enterprises.

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13. CAPACITY, PRODUCTION AND SALES (AS CERTIFIED BY A DIRECTOR AND RELIED UPON BY THE AUDITORS)

A. MANUFACTURED GOODS

Capacity installed Production Sales(Per Annum) Nos. Nos. Rupees

Pulley Blocks incl. EHB 4000 2560 2560 11,67,55,248(3343) (3343) (13,41,98,848)

Elevating Trucks 600 9 9 95,472(9) (9) (79,530)

Spares & Components for Pulley Blocks, etc. - - - 1,42,62,974- - - (1,28,07,795)

Cranes 156 103 103 12,13,47,499(60) (60) (5,27,06,837)

Bread Plants 10 - - -Confectionery Dies 60 - - -Spares & Components For Bread Plant, etc. - - - -Bakery / Biscuit Machinery 50 - - -Textile / Sugar Machinery Spares, etc. Rs.10 lacs - - -Total Sales of Engineering Products as per Schedule I

2672

(3412)

2672

(3412)

25,24,61,193

(19,97,93,010)Note: Figures in brackets indicate corresponding figures of previous year.

B. TRADING GOODS

ENGINEERING PRODUCTSQUANTITY VALUE (RS.)

Opening Stock -(-)

-(-)

Purchases Diverse Items 3,27,03,873(7,46,68,558)

Sales Diverse Items 3,37,12,530(7,62,05,864)

Closing Stock -(-)

-(-)

14. (I) Raw Materials Consumed:

2009-2010 2008-2009QTY. VALUE QTY. VALUEM.T. Rs. M.T. Rs.

(a) Steel 854.36 3,84,46,000 631.93 2,79,15,842(b) Non-Ferrous - - - -

TOTAL 854.36 3,84,46,000 631.93 2,79,15,842

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(II) Value of imported and indigenous Raw Materials consumed and percentage thereof to total value of consumption.

IMPORTED INDIGENOUS TOTAL VALUE

2009-2010 Rs.

2008-2009 Rs.

2009-2010 Rs.

2008-2009 Rs.

2009-2010 Rs.

2008-2009 Rs.

Value - - 3,84,46,000 2,79,15,842 3,84,46,000 2,79,15,842

Percentage - - 100 100 100 100

15. SPARE PARTS AND COMPONENTS CONSUMED :

Value of imported and indigenous Spare Parts and Components consumed and percentage thereof to total value of consumption:

IMPORTED INDIGENOUS TOTAL VALUE

2009-2010 Rs.

2008-2009 Rs.

2009-2010 Rs.

2008-2009 Rs.

2009-2010 Rs.

2008-2009 Rs.

Value Nil Nil 7,95,74,077 9,33,67,095 7,95,74,077 9,33,67,095

Percentage Nil Nil 100 100 100 100

16. STOCKS OF GOODS PRODUCED :

OPENING CLOSING

QTY. VALUE QTY. VALUE

Nos Rs. Nos. Rs.

(a) Pulley Blocks - - - -

(b) Cranes - - - -

(c) Other Spare Parts & Accessories - - - -

(d) Scrap - - - -

TOTAL - - - -

17. Remittance in foreign currency on account of Dividend Rs. 208,800 (Previous Year Rs.2,08,800/-)

31.03.2010 Rs.

31.03.2009 Rs.

18. C.I.F. Value of Imports of Trading Goods Nil Nil

19. Expenditure & Earning in Foreign Exchange:

(a) Expenditure on Travelling Nil 43,728

(b) Earning (FOB) value of Exports Nil Nil

20. Previous Year’s figures have been regrouped wherever necessary to make them comparable with Current Year.

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21. Balance Sheet Abstract and Company’s General Business Profile:

I. Registration Details :

Registration No. 4729

State Code No. 11

Balance Sheet Date 31st March, 2010

II. Capital raised during the year (Amount in Thousands of Rupees)

Public Issue Nil

Rights Issue Nil

Bonus Issue Nil

Private Placement Nil

III. Position of Mobilisation and Deployment of Funds

Total Liabilities 1,67,764

Total Assets 1,67,764

SOURCES OF FUNDS :

Paid-up Capital 22,500

Reserves and Surplus 27,156

Secured Loans 88,156

Unsecured Loans 29,092

Deferred Tax Liability 860

Total 16,7764

APPLICATION OF FUNDS :

Net Fixed Assets 10,8791

Investments 628

Net Current Assets 58,250

Deferred Tax Asset -

Miscellaneous Expenditure 95

Accumulated Losses -

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Total 167764

IV. Performance of the Company : (amount in Thousand of Rupees) Rs.

Turnover (including other Income) 2,57,910

Total Expenditure 2,52,574

Profit before Tax 5,336

Profit after Tax 3,359

Earnings per share in Rs. 1.49

Dividend Rate (%) 15%

V. Generic Names of Principal Products / Services of the Company

(a) Item Code No. (ITC Code) 8425.00

Product Description Pulley Blocks

(b) Item Code No. (ITC Code) 8431.00

Product Description Spares & Components of Pulley Blocks

(c) Item Code No. (ITC Code) 8,438.00

Product Description Bakery / Biscuit Machinery

Signature to Schedules ‘A’ to ‘P’

As per our attached Report of even dateFor and on behalf ofC. L. DALAL & CO.Chartered Accountants




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CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH,2010 (Rs. in lacs)

As at31-03-2010

As at31-03-2009

A. CASH FLOW FROM OPERATING ACTIVITIESNet Profit before Tax & Extraordinary items 53.36 117.48 Add/(Less)Adjustments for:Depreciation 103.35 75.18 Interest/Dividend Received (4.91) (3.80)( Profit)/Loss on sale of Fixed Assets 0.29 0.22 Interest paid 124.22 99.02

222.96 170.62 Operating Profit before Working Capital changes a 276.32 288.10 Trade & Other Receivables (533.32) (507.21)Inventories (147.29) (483.85)Other Current Assets (34.01) 0.64 Loans & Advances 79.67 59.30 Trade Payables 454.62 1,171.25 CASH GENERATED FROM OPERATIONS b (180.33) 240.13 Interest Paid (101.95) (99.02)Direct taxes Paid (18.39) (22.16)Decr. In Misc Exp 0.51 0.51

c (119.83) (120.67)Cash flow before Extra ordinary items (a+b+c) (23.84) 407.56 Prior Period items(Net) 0.16 4.78 Net Cash generated from/(used) inoperating activities A (23.68) 412.34

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (47.49) (475.29)Sale of Fixed Assets 1.35 0.00 Purchase of Investments - 0.00 Interest/Dividend received 4.91 3.80 Net Cash generated from/(used in) B (41.23) (471.49)Investing activities

C. CASH FLOW FROM FINANCING ACTIVITIESProceeds from/Repayment long term borrowings (142.57) 24.25 Security & Other Deposits (0.10) 1.35 Dividend Paid (including Dividend tax) (39.49) (39.49)Net Cash generated from/(used in)Financing activities C (182.16) (15.24)Net (decrease)/increase in cash& cash equivalents (A+B+C) (247.08) (74.39)Cash & Cash equivalentAt the beginning

Cash & Bank balances 48.37 51.50 Bank Overdraft (357.97) (286.71)

(309.60) (235.21)At the end of the year

Cash & Bank balances 77.70 48.37 Bank Overdraft (634.38) (357.97)

(556.68) (309.60)Increase (decrease) in Cash & Cash equivalent (247.08) (74.39)


As per our attached Report of even dateFor and on behalf ofC. L. DALAL & CO.Chartered Accountants



R. C. JAINPartner K.D.Shah Director Membership No. 5180Firm Regn No. 102026W

Mumbai : 31st May, 2010 Mumbai : 31st May, 2010

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NOTES

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NOTES

W. H. BRADY & CO. LIMITED

W. H. BRADY & CO. LIMITED

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 SEVENTH ANNUAL GENERAL MEETING of the Company on Saturday, 18th September, 2010 at 11.45 a.m. at Maharashtra Chamber of Commerce Trust, Babasaheb Dahanukar Sabhagriha, Oricon House, 6th Floor, 12, K. Dubhash Marg, Fort, Mumbai 400 001.

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

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

W. H. BRADY & 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 NINETY

SEVENTH ANNUAL GENERAL MEETING of the Company to be held on Saturday, 18th September, 2010 at 11.45 a.m. at

Maharashtra Chamber of Commerce Trust, Babasaheb Dahanukar Sabhagriha, Oricon House, 6th Floor, 12, K. Dubhash Marg,

Fort, Mumbai 400 001, and at any adjounment 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 ......................................... 2010.

Signed by the said ........................................

Rs. 1/-RevenveStamp

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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