REPORT VOLUNTARY REPORT ON CORPORATE GOVERNANCE
Corporate Governance is the system by which Companies are directed and controlled by the management in the best interest of the Shareholders and others; ensuring greater transparency and better and timely financial reporting. Corporate Governance therefore generates long term economic value for its Shareholders.
Your Company believes that the implementation of Corporate Governance principles generates public confidence in the corporate system. With this belief, your Company has initiated significant measures for compliance with Corporate Governance.
COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE:
Brady & Morris Engineering Company Limited ("the Company") is committed to adhere to the corporate governance code as prescribed by the SEBI and Stock Exchange and has accordingly implemented various aspects of the code.
To implement the Corporate Governance practice, the Company has a well defined policy consisting of the following:
•Ensure that the Quality and frequency of Financial and Managerial Information's, which the Management shares with the Board, fully placed before the Board Members in control of the Company's affairs.
•Ensure that the Board exercises its Fiduciary responsibilities towards Shareowners and Creditors, thereby ensuring high accountability.
•Ensure that the extent to which the information is disclosed to present and potential investors is maximized.
•Ensure that the decision-making is transparent and documentary evidence is traceable through the minutes of the meetings of the Board/Committees thereof.
•Ensure that the Board, the Management, the Employees and all the other stakeholders are fully committed to maximizing long-term value to the shareowners and to the Company.
•Ensure that the core values of the Company are protected.
>BOARD OF DIRECTORS:
The Board provides and evaluates the strategic direction of the Company, management policies and their effectiveness and ensures that the long-term interests of the shareholders are being served.
The details of composition of the Board, category, attendance of Directors at Board Meetings during the financial year and last
INFORMATION SUPPLIED TO THE BOARD
The Board has complete access to all information available with the Company. The Board is provided with all information on the important matters affecting the working of the Company.
Among others, this includes:
•General notices of interest of Directors.
•Appointment, remuneration and resignation of Directors.
•Formation/Reconstitution of Board Committees.
•Terms of reference of Board Committees.
•Minutes of meetings of Audit Committee and other Committees of the Board.
•Declaration of Independent Directors at the time of appointment/annually.
•Annual operating plans of businesses, capital budgets and any updates.
•Quarterly results for the Company and its operating divisions or business segments.
•Annual Financial results of the Company, Auditors' Report and the Report of the Board of Directors.
•Information on recruitment and remuneration of senior officers just belowthe Board level.
•Appointment of and fixing of remuneration of theAuditors as recommended by the Audit Committee.
•Appointment of and fixing of remuneration of Internal Auditors Secretarial Auditor as recommended by the Audit Committee.
•Show cause, demand, prosecution notices and penalty notices which are materially important.
•Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.
•Any material default in financial obligations to and by the Company, or substantial non-payment for goods sold by the Company.
•Foreign exchange exposure and the steps taken by the management to limit the risk of adverse exchange rate movement.
•Non-compliance of any regulatory, statutory or listing requirements and shareholders service such as non-payment of dividend, delay in share transfer etc.
•Significant labour problems and their proposed solutions. Any significant development in Human Resources/Industrial Relations front.
I.Board material distributed in advance
The agenda and notes on agenda are circulated to the Directors, in advance, in the defined agenda format. All material information is incorporated in the agenda for facilitating meaningful and focused discussions at the meeting. Where it is not practicable to attach any document to the agenda, the same is tabled before the meeting with specific reference to this effect in the agenda.
II.Recording Minutes of proceedings at Board and Committee meetings
The draft minutes are circulated to all the members of the Board/ Board Committee fortheircomments. The minutes are entered in the Minutes Book within 30 days from conclusion of the meeting.
>FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The familiarization programme was organized for Independent Directors on February 13, 2015, wherein they were familiarized with the Company, its business model, Product lines of the Company, Nature of Industry in which it operates and Director's roles, rights and responsibilities in the Company.
>COMMITTEES OF BOARD:
To focus effectively on the issues and ensure expedient resolution of the diverse matters, the Board has constituted a set of Committees of Independent Directors with specific terms of reference / scope. The committee operates as empowered agents of the Board. The inputs and details required forthe decision is provided by the operating managers.
The Minutes of the Meeting of all Committees of the Board are placed before the Board for discussions / noting.
Details of the Committees of the Board and other related information are as follows:
The Company has a qualified and independent Audit Committee comprising of three Directors. The broad terms of reference of the Audit Committee are in consonance with the provisions of Section 177 of the Companies Act, 2013. All the members have financial and accounting knowledge.
The Committee acts as a link between the Management, the Statutory Auditors and the Board of Directors of the Company. The Committee focuses its attention on monitoring the financial reporting system within the Company, considering Quarterly & Annual Financial Results of the Company and submitting its observations to the Board of Directors before its adoption by the Board, review of the internal audit report & internal control system, audit methodology and process, major accounting policies and practice, compliance with accounting standards. Committee also reviews the legal compliance reporting system.
Representative of the statutory auditors is always invited to attend these meetings.
The Committee met 3 times during the year on 08/08/2014 08/11/2014 and 13/02/2015. Attendance record at the meetings of the Audit Committee of Directors during financial year 2014-15: The names of members of committee and their attendance are as follows:
The Chairman of the Committee was present at the Annual General Meeting held on 27/09/2014 to answer the shareholder's queries.
> NOMINATION AND REMUNERATION COMMITTEE:
In compliance of Section 178 of Companies Act, 2013 the Board constituted a "Nomination and Remuneration Committee". The Nomination and Remuneration Committee currently comprises of Mr. Kaushik D. Shah as Chairperson, Mr. Sumit Banerjee and Mr. Cyrus Vachha, Independent Directors of the Company. All matters relating to review and approval of compensation payable to the executive and non-executive directors are considered by the Nomination and Remuneration Committee and necessary recommendations are made by the Committee to the Board forthe approval within the overall limits approved by the Members and as per Schedule V to the Companies Act, 2013.
During the period under review, none of the Directors were paid any performance linked incentive. The Committee met on 08/08/2014 and 13/02/2015 to review the performance of the Directors, both Non-Executive and Executive Directors, Senior Managerial Personnel including Key Managerial Personnel and adopted the Nomination and Remuneration Policy.
> STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Board of Directors of the Company has constituted "Stakeholders Relationship Committee" under the provisions of Section 178 of the Companies Act, 2013. The Committee has been constituted to strengthen the investor relations and to inter-alia, resolve the grievances of security holders pertaining to transfer of shares, non- receipt of declared dividends, non-receipt of Annual Report, issues concerning de-materialization etc.
The Stakeholders Relationship Committee of the Company comprises of Mr. Kaushik D. Shah as Chairperson, Mr. Pavan G. Morarka, Executive Director and Mr. Cyrus Vachha, Independent Director of the Company.
The Committee had met once during the year on 13/02/2015.
GENERAL SHAREHOLDERS INFORMATION:
ANNUAL GENERAL MEETING
DAY & DATE: . Saturday, September 26,2015.
TIME: 10.30 a.m.
VENUE : Maharashtra Chambers of Commerce Trust, Babasaheb DhanukarSabhagriha, Oricon House, 6th Floor, 12, KDubash Marg, Fort, Mumbai 400001.
DATE OF BOOK CLOSURE: 22/09/2015 to 25/09/2015 [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. RTAdoes the verification and processing of documents. In order to comply with the requirements of SEBI Circular Nos. CIR/MIRSD/8/2012 dated July 5,2012 to effect transfer of shares within 15 days, 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 15 days.
REGISTRAR AND SHARE TRANSFER AGENT:
M/S. BIGSHARE SERVICES PRIVATE LIMITED Unit: [ BRADY & MORRIS ENGINEERING COMPANY LIMITED ] E-2/3,Ansa Industrial Estate, Saki ViharRoad, Saki Naka, Andheri [East], MUMBAI -400 072. Tel: 022 2847 0652/4043 0200 Email: email@example.com
LISTING: BSE Limited, Mumbai.
STOCK CODE OF THE COMPANY:
Scrip Name: BRADY& MORRIS ENGINEERING COMPANY LIMITED
Scrip Code: 505690.
Electronic Mode: INE856A01017.
DEPOSITORY CONNECTIVITY: NSDL and CDSL.
ISINNO. FORTHE COMPANY'S SECURITY : INE856A01017.
DEMATERIALISATION OF SHARES:
2169017 Shares representing 96.40% of total Equity Shares were held in dematerialised form with NSDL and CDSL as on March 31,2015
Members can hold shares in electronic forms and trade the same in Depository System. However, they can hold the same in physical form also.
ADDRESS FOR CORRESPONDENCE:
Mr. Rajender K. Sharma
Director& Compliance Officer
BRADY& MORRIS ENGINEERING COMPANY LIMITED
Brady House, 12-14, Veer Nariman Road, Fort, Mumbai-400 001 E-mail: firstname.lastname@example.org Telephone No. 022 - 22048361 -5
For and on behalf of the Board
PAVAN Gl MORARKA
(DIN : 00174796) Chairperson
Brady House, 12-14, Veer Nariman Road, Fort, Mumbai - 400 001. August 13, 2015.