Your Directors have the pleasure in presenting the 18th Annual Report together with theAudited Accounts of the Company for the financial year ended on 31st March 2016.
The financial highlights of the Company's operation for the year ended 31 st March 2016are as under:
| ||Standalone ||Consolidated |
|PARTICULARS ||31 March 2016 ||31 March 2015 ||31 March 2016 ||31 March 2015 |
|Revenue from operations ||22289.31 ||27622.14 ||22392.89 ||27739.89 |
|Other Income ||81.41 ||166.20 ||163.02 ||246.27 |
|Total Income ||22370.72 ||27788.35 ||22555.91 ||27986.16 |
|Financial Costs ||4063.05 ||4452.79 ||4082.39 ||4482.64 |
|Depreciation ||1400.32 ||1655.49 ||1455.92 ||1715.41 |
|Profit/(Loss) before Tax ||37.29 ||(3162.25) ||6.98 ||(3198.06) |
|Tax Expense / (Credit) ||(16.61) ||(664.60) ||(32.95) ||(658.58) |
|Profit After Tax ||53.73 ||(2497.65) ||39.77 ||(2539.47) |
|Paid Up Share Capital ||4289.84 ||4289.84 ||4289.84 ||4289.84 |
|Reserves & Surplus ||9684.30 ||9736.22 ||9314.60 ||9380.48 |
During the year under review the total income of the Company amounted to Rs. 22289.31lakhs as against Rs. 27622.14 lakhs during the previous year. The turnover has declinedby 19.30 % as compared to last year. But the company has Generated a profit of Rs.53.73Lacs during the financial year 2015-16 as against last year's loss of 2497.65 lacs. YourDirectors are putting in their best efforts to improve the performance of the company.
2. BUSINESS PROSPECTS
BIL has identified roads & highways tunnels airports hydropower miningbridges real estate and other heavy civil construction works as a potential growthsegment. In the near future the Company is desirous of gradually improving its penetrationand resources to these sectors. Such diversification in different sectors enables us toreduce dependence on any one sector or nature of the project. To enhance its in-houseexpertise so as to be at par with the other eminent players in the construction industryand to broaden its operational base in specialized construction field BIL is enteringinto joint venture/s with the companies/entities having requisite experience. Keeping inview the performance and future prospects the Company will continue to increase itsoverall presence in the industry with increased market share. Your Company is poised forsustained growth and the outlook is bright.
Keeping in view the current financial position of the company economic scenario infinancial year 2015-16 and the future fund requirements of the Company your directors donot recommended any dividend for the financial year ended 31 st March 2016.
4. DIRECTORS AND KEY MANAGERIAL PERSONNAL
Sh. N.N. Batabyal has been appointed as an Additional Director (independent CategoryDirector) of the company with effect from 01-10-2015 and holds term upto the ensuing AGMof the company.
In terms of Section 149 of the Companies Act 2013 an independent Director is requiredto be appointed for tenure of five years at a time and shall not liable to retire byrotation. Accordingly Sh. N.N. Batabyal meets the criteria of independence and your Boardrecommends his appointment as Non- Executive Independent Director for a period of fiveyears with effect from October 012015 not being liable to retire by rotation. TheCompany has received Notices under section 160 of the Companies Act 2013 from memberssignifying their intention to propose Sh. N.N. Batabyal as a candidate for the office ofIndependent Director at the ensuing Annual General Meeting.
Sh. Sanjay Kumar Mozika (DIN 00004508) has been Re-appointed as Joint ManagingDirector of the company for a term of five years w.e.f from 13-02-2016 without anyRemuneration subject to approval of Members at the ensuing AGM of the Company.
Sh. Rajesh Singh (DIN 06673945) Whole Time Director of the company who retires byrotation and being eligible offer himself for re-appointment.
5. PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public within the meaning ofSection 73 to 76 of the Companies Act 2013 and the rules made there under during theyear.
6. NUMBER OF BOARD MEETINGS OF THE BOARD
Six meetings of the Board were held during the year. For details of the meeting of theBoard please refer to the Corporate Governance Report which forms part of this report.
7. BOARD EVALUATION
The board of directors have carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India("SEBI") under Clause 49 of the Listing Agreements ("Regulation 27(2)").
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.
A separate meeting of Independent Directors was held in which the performance ofnon-independent directors performance of the board as a whole and performance of theChairman were evaluated taking into account the views of executive directors as well asnon-executive directors. The same was also discussed in the board meeting that followedthe meeting of the Independent Directors at which the performance of the Board itscommittees and individual directors was discussed.
8. INTERNAL FINANCIAL CONTROL ANFD THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included inthe Management Discussion &Analysis which forms part of this report.
9. AUDIT COMMITTEE
The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.
10. CONSOLIDATED FINANCIAL STATEMENTS AND RESULTS
Your company has prepared consolidated financial statements in accordance with theapplicable Accounting Standards. The consolidated financial statements reflect the resultsof the company and that of its subsidiaries. As per Listing Agreement with stock exchangethe Audited consolidated financial statements together with the Auditors Reportthereon are annexed and form part of this Annual report.
As required under the provisions of section 129 (3) of the Companies A c t 2013 thestatement containing the salient features of the financial statements of thecompanys subsidiaries associate companies and joint ventures are prepared in formAOC -1 which is annexed as Annexure A here with forms a part of this report.
11. TRANSACTIONS WITH RELATED PARTIES
Information on transactions with related parties pursuant to Section 134(3)(h) of theAct read with rule 8(2) of the Companies(Accounts) Rules 2014 are given in Annexure B inForm AOC-2 and the same forms part of this report.
12. EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act the extract of annual return is given inAnnexure C in the prescribed Form MGT-9 which forms part of this report.
13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Operational performance of each business segment has been comprehensively covered inthe Management Discussion and Analysis as required under Clause 49 (viii) (D) of theListing Agreement is annexed as Annexure D herewith and forms part of this Report.
14. CORPORATE GOVERNANCE
As per the requirement of Regulation 27 (2) of the Listing Agreement a separate Reporton Corporate Governance along with the Auditors Certificate regarding compliance ofconditions of Corporate Governance is given in Annexure-E which forms part of this Report.
Pursuant to the provisions of Section 139 of the Act and the rules framed there underA.B. Bansal & Co Chartered Accountants were appointed as statutory auditors of theCompany from the conclusion of the Sixteenth Annual General Meeting (AGM) of the Companyheld on September 302014 till the conclusion of the Nineteenth AGM to be held in theyear2017 subject to ratification of their appointment at every AGM.
16. AUDITORS REPORT
The Auditors Report to the members on the accounts of the company for the financialyear March 312016 does not contain any qualification reservations or adverse remarks.The Auditors report and notes to the financial statement are self explanatory and do notcall for any further comments.
17. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Practicing Companysecretary M/S. NKS & COMPANY have conducted Secretarial Audit of the company for thefinancial year 2015-16. The Secretarial Audit Report for the financial year 2015-16 isannexed hereto and forms part of this report. The Secretarial Audit Report is selfexplanatory and does not call for any further comments.
18. COST AUDITORS
Pursuant to the order from the Ministry of Corporate Affairs Sh. Amit Singhal &Associates Cost accountants have been appointed as Cost Auditors for the Year 2015-16.They are required to submit the report to the central Government within 180 days from theend of the accounting year.
19. REMUNERATION POLICY&EVALAUTION CRITERIA
As required under the Listing Agreement and section 134 (3) of the Act a policy ondirectors appointment and remuneration including criteria for determiningqualifications positive attributes Independence of a director and other matters providedunder Sub section (3) of section 178 is given in Corporate Governance Report.
20. VIGIL MECHANISM
As required the listing agreement and section 177 (9) the company has established avigil mechanism for its directors and employees to report their genuine concerns/grievances. The Mechanism also provides for adequate safeguards against victimization ofpersons.
At present your Company has three subsidiaries namely:
(i) Brahmaputra Property Management Services Private Limited
(ii) Brahmaputra Concrete (Bengal) Private Limited
(iii) Brahamputra Concrete Private Limited
22. ASSOCIATE COMPANIES
At present your company has one Associate namely: (i) M.L.Singhi & AssociatesPrivate Limited
23. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
24. DISCLOSURE REQUIREMENT
As per the listing agreements entered into with the stock exchange corporategovernance report with auditors certificate thereon and management discussion andanalysis are attached which form part of this report.
25. PARTICULAR OF EMPLOYEES
The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:
A. The ratio o f the remuneration o f each director to the median remuneration of theemployee of the Company for the financial year: (in Thousands)
| ||Ratio to Median |
|Executive Directors ||Remuneration |
| ||(Per Month Basis) |
|Sh.Sanjay Kumar Mozika ||87.06:31.57 |
|Sh.Suneet Kumar Todi* ||164.06:31.57 |
|Sh.Rajesh Singh ||104.42:31.57 |
Note * - Sh. Suneet KumarTodi has resigned w.e.f from 29.06.2015 he had only draw Rs.492200 up to that period.
|Non- Executive directors (Sitting Fees) ||Ratio to median |
| ||Remuneration |
|Sh.Satish Chander Gupta* ||06.00:31.57 |
|Sh.Viresh Shanker Mathur* ||12.5:31.57 |
|Sh.Om kumar* ||13.33:31.57 |
|Sh. N.N Batabyal ||15 :31.57 |
|Sh. Kuladhar Saharia ||8.75:31.57 |
|Smt. Khushboo Jhuria ||5.83 :31.57 |
* Sh. Viresh Shankar Mathur Ceased to be a Director w.e.f. 30.05.2015
* Sh. Satish Chander Gupta Ceased to be a Director w.e.f 13.08.2015
* Sh. Suneet KumarTodi Ceased to be a Directorw.e.f. from 29-06-2015
* Sh. Om Kumar Ceased to be a Directorw.e.f. from 01-10-2015
B. The percentage increase in remuneration o f each director chief executive officerchief financial officer company secretary in the financial year:
|Directors Chief Executive Officer Chief Financial Officer and Company Secretary ||% increase / decrease in remuneration in the financial year |
|Sr. No. ||Name ||Designation ||Remuneration as on 31.03.2015 ||Remuneration as on 31.03.2016 ||% Increase / Decrease |
|1 ||Sh. Sanjay Kumar Mozika ||Joint Managing Director ||1215000 ||1044828 ||14.00 % |
| || || || || ||Decrease |
|2 ||Sh. Rajesh Singh ||Whole Time Director ||1135000 ||1253092 ||10.40% |
| || || || || ||Increase |
|3 ||Sh. Suneet KumarTodi ||Ex- Whole Time Director ||1941000 ||492000 ||74.66 % |
| || || || || ||Decrease |
| || || || || ||(Due to resignation) |
|4 ||Sh. Manoj Kumar Prithani ||Chief Executive Officer ||2983000 ||1680000 ||43.68 % |
| || || || || ||Decrease |
|5 ||Sh. Pankaj Goyal ||Vice President (Finance & Accounts) ||1260000 ||1440000 ||14.28 % |
| || || || || ||Increase |
|6 ||Sh. Vivek Malhotra ||Company Secretary ||NIL ||609674 ||Appointed on |
| || || || || ||30.05.2015 |
| || || || || ||so no figures available for comparison. |
C. The percentage increase in the median remuneration of employees in the financialyear: 43.5 %
D. The average permanent employees on the rolls of Company: 195
E. The explanation on the relationship between average increase in remuneration andCompany Performance:
On an average employees have received an annual increase of 10% in India. Theindividual increments varied from 9% to 17% based on individual performance.
Employees outside India received wage increase varying from 2% to 6%. The increase inremuneration is in line with the market trends in the respective countries. In order toensure that remuneration reflects Company performance the performance pay is also linkedto organization performance apart from an individual's performance.
F. Comparison of the remuneration of the key managerial personnel against theperformance of the Company:
| ||(In lacs) |
|Aggregate remuneration of key managerial personnel (KMP) in FY16 (Lacs) ||65.20 |
|Revenue ( Lacs) ||22289.31 |
|Remuneration of KMPs (as % of revenue) ||0.29% |
|Profit before Tax (PBT) (' Lacs) ||37.29 |
|Remuneration of KMP (as % of PBT) ||174.84% |
G. Variations in the market capitalisation of the Company as at the closing date ofthe current financial year and previous financial year:
|Particulars ||March 312016 ||March 312015 ||% Change |
|Market Capitalisation ( crores) ||73.70 ||68.48 ||7.62 |
H. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with thepercentile increase in the managerial remuneration and justification thereof andpoint out if there are any exceptional circumstances for increase in the managerialremuneration:
The average annual increase was around 10%. However during this course of the year thetotal increase is approximately 15% after accounting for promotions and other event basedcompensation revisions. increase/ Decrease in managerial remuneration for the year(32.66%)
I. Comparison of each remuneration of the key managerial personnel against theperformance of the Company:
|Paticulars ||Mr. Sanjay Kumar Mozika ||Mr. Rajesh Singh ||Mr. Suneet Kumar Todi ||Mr. Manoj Kumar Prithani ||Mr. Pankaj Goyal ||Mr. Vivek Malhotra |
| ||Joint Managing Director ||Whole Time Director ||Whole Time Director ||Chief Executive Officer ||V.P. - Finance & Accounts ||Company Secretary |
|Remuneration in FY16(Lacs) ||10.45 ||12.53 ||4.92 ||16.80 ||14.40 ||6.10 |
|Revenue || || ||22289.31 || || || |
|Remuneration as % of revenue ||0.046% ||0.055% ||0.022% ||0.075% ||0.064% ||0.027% |
|Profit Before Tax (Lacs) || || ||37.29 || || || |
|Remuneration as % of PBT ||28.02 % ||33.60% ||13.19% ||45.05% ||38.61% ||16.33% |
J. The key parameters for any variable component of remuneration availed by thedirectors: N.A K. The ratio of the remuneration of the highest paid director to that ofthe employees who are not directors but receive remuneration in excess of the highest paiddirector during the year:
|Sr.No. ||Name ||Ratio |
|1. ||Manoj Kumar Prithani ||16.80:12.53 |
|2. ||Jayant Sachdeva ||25.11:12.53 |
|3. ||Pankaj Goyal ||14.40:12.53 |
|4. ||Mukesh Aggarwall ||18.00:12.53 |
|5. ||Somuya Brata Roy ||12.90:12.53 |
L. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms remuneration is as per the remuneration policy of the Company
M. The statement containing particulars of employees as required under Section 197(12)of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in a separate annexure forming part of thisreport. Further the report and the accounts are being sent to the members excluding theaforesaid annexure. In terms of Section 136 of the Act the said annexure is open forinspection at the Registered Office of the Company. Any shareholder interested inobtaining a copy of the same may write to the Company Secretary.
26. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND(IEPF)
There is no transfer to investor Education and protection Fund during the year underreview.
27. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 34 (5) of the Companies Act 2013 the Board of Directors of theCompany hereby state and confirm that:
i) The preparation of annual accounts for the financial year ended 31 st March 2016the applicable accounting standards have been followed;
ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of financial year ended 31stMarch 2016 and of the Profit & Loss account of the Com pany for that period;
iii) The proper care has been taken for the maintenance of adequate records forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; and
iv) The Accounts for the year ended 31 st March 2016 have been prepared on agoing concern basis.
28. DISCLOSURE OF PARTICULAR WITH RESPECT TO CONSERVATION OF ENERGY TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
As the core activities of the Company are not power intensive no information isrequired to be furnished regarding Conservation of Energy.
No research and development activity was undertaken by the Company nor was anytechnology imported during the year. Indigenous technology available is continuously beenupgraded to improve overall performances.
|Foreign Exchange Earning ||NIL |
|Expenses in Foreign Currency ||NIL |
|Value of Import on CIF basis ||NIL |
Your Directors take this opportunity to thank the clients vendors Banks Central& State Government authorities Regulatory authorities and the stakeholders for theircontinued support and co-operation.
Your Directors place on record their deep appreciation of the contribution made by theemployees at all levels and acknowledges their dedication competency hard workco-operation and support which has enabled the Company to achieve consistent growth.
| ||By order of the Board of Directors |
| ||For Brahmaputra Infrastructure Limited |
|Place: New Delhi ||Sanjeev Kumar Prithani |
|Date:05.09.2016 ||Chairman |