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 genera.tes long term economies value for its Shareholders.
Your Company believes that the implementation of Corporate Governance principles genera.tes public confidence in the corporate system. With this belief, your Company has initiated significant measures for compliance with Corporate Governance.
> COMPANY'S PHILOSOPHYON CORPORATE GOVERNANCE:
W. H. Brady & Co. 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 Shareholders 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 ail the other stakeholders are fully committed to maximizing long-term value to the shareholders and to the Company.
• Ensure that the core values of the Company are protected.
Roles of various constituents of Corporate Governance in the Company
a) Board of Directors (Board):
The Directors of the Company are in a fiduciary position, empowered to oversee the management functions with a view to ensure its effectiveness and enhancement of stakeholder value. The Board reviews and approves management's strategie business plan & business objectives and monitors the Company's strategies direction.
b) Chairman & Managing Director (CMD):
The CMD is the Chairperson of the Board and his primary role is to provide leadership to the Board and other Committees of the Board, for realizing the approved strategie business plan and business objectives. He presides over the meetings of the Board and the Shareholders.
> INFORMATION SUPPLIED TO THE BOARD:
The Board has complete access to ail information available with the Company. The Board is provided with ail information on the important matters affecting the working of the Company.
Among others, this includes:
• Annual operating plans and budgets and any updates.
• Quarterly results for the listed entity and its operating divisions or business segments.
• Minutes of meetings of Audit Committee and other Committees of the Board of Directors.
• The information on recruitment and remuneration of senior officers just below the level of Board of Directors, including appointment or removal of Chief Financial Officer and the Company Secretary.
• 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 listed entity, or substantial non-payment for goods sold by the listed entity.
• Any issue, which involves possible public or product liability daims of substantial nature, including any judgement or order which, may have passed strictures on the conduct of the listed entity or taken an adverse view regarding another enterprise that may have negative implications on the listed entity.
• Significant labour problems and their proposed solutions. Any significant development in Human Resources/ Industrial Relations front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc.
• Sale of investments, subsidiaries, assets which are material in nature and not in normal course of business.
• Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material.
• Non-compliance of any regulatory, statutory or listing requirements and shareholders service such as non-payment of dividend, delay in share transferetc.
I. BOARD MATERIAL DISTRIBUTED IN ADVANCE:
The agenda and notes on agenda are circulated to the Directors, in advance, in the defined agenda format. Ail 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 specifie reference to this effect in the agenda.
II. RECORDING MINUTES OF PROCEEDINGS AT BOARD AND COMMITTEE MEETINGS:
The minutes of the proceedings of each Board and Committee meeting are recorded. Draft minutes are circulated to ail the members of the Board/Board Committees for their comments. The minutes are entered in the Minutes Book within 30 days from conclusion of the meeting.
> FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
Familiarization programme was conducted on February 03,2016 for Independent Directors on the Board to enlighten them about, their roles, rights, responsibilities in the company, nature of the industry in which the company opera.tes, business model of the company, etc.
A presentation was given to the Independent Directors on the business strategy, performance and risks involved in the business of the Company, enabling them to have a good understanding of the Company & its various operations. The duties & responsibilities of the Independent Directors were explained to them, in order to have their views pertaining to the Company's affairs.
> 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 specified terms of reference / scope. The committee opera.tes as empowered agents of the Board. The inputs and details required for the decision is provided by the operating managers.
The Minutes of the Meeting of ail 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:
A. AUDIT COMMITTEE:
The Company has a qualified and independent Audit Committee comprising of four Directors. The broad terms of reference of the Audit Committee are in consonance with the provisions of Section 177 of the Companies Act, 2013. AU 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 4 times during the year on 09/05/2015,13/08/2015,06/11/2015 and 03/02/2016.
Attendance record at the meetings of the Audit Committee of Directors during Financial Year 2015-16:
The Nomination and Remuneration Committee currently comprises of Mr. Kaushik D. Shah as Chairperson, Mr. Rajivkumar Bakshi & Mr. Pinaki Misra, Independent Directors as the members of the Committee. AH 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 for the 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 03/02/2016 and reviewed the performance of the Directors both Non-Executive and Executive Directors, the Senior Managerial Personnel including Key Managerial Personnel and adopted the Nomination and Remuneration Policy.
C. STAKEHOLDERS RELATIONSHIP COMMITTEE:
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. Pinaki Misra and Mr. Vaibhav Morarka as the members of the Committee.
The Committee has met once during the financial year on 03/02/2016
> GENERAL SHAREHOLDERS INFORMATION:
ANNUAL GENERAL MEETING : 103rd Annual General Meeting.
DAY&DATE Friday, 12th August, 2016.
VENUE Maharashtra Chamber of Commerce Trust, Oricon House, 6th Floor, 12, K. Dubhash Marg, Fort, Mumbai 400 001.
DATEOFBOOK CLOSURE: 09/08/2016 to 12/08/2016 [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 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 intervais. 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 : [ 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 0200 Email: email@example.com
The shares of the Company are listed on BSE Limited, Mumbai. The Company has paid the listing fees for the year 2016-17.
> STOCK CODE OF THE COMPANY
Scrip Name : W. H. BRADY & COMPANY LIMITED
Scrip Code : 501391.
Electronic Mode : INE855A01019.
DEPOSITORY CONNECTIVITY : NSDL and CDSL.
ISINNO. FOR THE COMPANY'S SECURITY : INE855A01019.
> DEMATERIALISATION OF SHARES :
2467941 Shares representing 96.78% of total Equity Shares were held in dematerialised form with NSDL and CDSL as on 31stMarch,2016,
Member can hold shares in electronic form and trade the same in Depository System. However, they can also hold the same in physical form.
> ADDRESS FOR CORRESPONDENCE: Ms. Khushbu Desai
Company Secretary & Compliance Officer
W. H. BRADY & COMPANY LIMITED
Brady House, 12-14, VeerNariman Road, Fort, Mumbai-400 001 E-mail: firstname.lastname@example.org Telephone No. 22048361-5
Registered Office : Brady House, 12-14, Veer Nariman Road, Fort, Mumbai - 400 001. May 20, 2016.
For and on behalf of the Board
W. H. Brady & Co. Limited
PAVAN G MORARKA
(DIN : 00174796)
Chairman & Managing Director