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Brahmaputra Infrastructure Ltd.

BSE: 535693 Sector: Infrastructure
NSE: N.A. ISIN Code: INE320I01017
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VOLUME 940
52-Week high 43.95
52-Week low 16.10
P/E
Mkt Cap.(Rs cr) 82.27
Buy Price 0.00
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Sell Price 0.00
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OPEN 28.35
CLOSE 28.35
VOLUME 940
52-Week high 43.95
52-Week low 16.10
P/E
Mkt Cap.(Rs cr) 82.27
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Brahmaputra Infrastructure Ltd. (BRAHMAPUTRAINF) - Director Report

Company director report

Dear Members

Your Directors have the pleasure in presenting the 17th Annual Reporttogether with the Audited Accounts of the Company for the financial year ended on 31stMarch 2015.

FINANCIAL HIGHLIGHTS

The financial highlights of the Company’s operation for the year ended 31st March2015 are as under:

Standalone Consolidated
PARTICULARS 31.03.2015 31.03.2014 31.03.2015 31.03.2014
Revenue from operations 27622.14 25670.60 27739.89 25955.10
Other Income 166.20 122.33 246.27 139.85
Total Income 27788.35 25792.93 27986.16 26094.95
Financial Costs 4452.79 4470.77 4482.64 4478.17
Depreciation 1655.49 2447.90 1715.41 2498.75
Profit/(Loss) before Tax/ exceptional item (2392.90) (2810.61) (3198.54) (2834.24)
Tax Expense / (Credit) (664.6) (742.87) (658.58) (742.48)
Profit After Tax (2497.65) (2067.74) (2539.95) (2091.76)
Paid Up Share Capital 4289.84 2901.84 4289.84 2901.84
Reserves & Surplus 9736.22 12343.54 9378.94 12028.56

1. PERFORMANCE

During the year under review the total income of the Company amounting to Rs.27788.35 lakhs as against Rs. 25792.93 lakhs during the previous year. There is Slightincrease in the turnover 7.73% as compare to Previous year. But the company suffered a netloss of Rs.2497.65 Lacs during the financial year 2014-15 as against the last year loss2067.74 lacs. Your Director are putting in their best efforts to improve the performanceof 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.

3. DIVIDEND

Keeping in view the current financial position of the company economic scenarioLosses in financial year 2014-15 and the future fund requirements of the Company yourdirectors do not recommended any dividend for the financial year ended 31st March 2015.

4. MATERIAL CHANGES:

(a) Share Capital

(1) Authorized Share Capital of the Company was increased and re-classify during theyear under review from Rs.

330000000 (Rupees Thirty Three Crores only) divided into 33000000 equity sharesof Rs 10/- each to Rs. 440000000 (Rupees Fourty Four Crores only) by creation of11000000 further Cumulative Redeemable Preference shares of Rs.10/- each aggregating toRs. 110000000 (Eleven Crores only). Company also re-classified their Authorized sharecapital after Re-classification company Authorized Equity Share Capital is Rs.300000000divided in to 30000000 equity shares of Rs 10/- each and their Authorized paid upPreference Share Capital is Rs. 140000000 divided into 14000000 Shares. TotalAuthorized capital of the company is Rs.44 00 00000. Clause-V of the Memorandum ofAssociation of the Company was altered by the members in their Extra-ordinary GeneralMeeting held on 26.03.2015.

(2) Company issue 0.01% Cumulative Redeemable preference shares under CDR scheme of anamount of Rs.138800000 divided into 13880000 shares at 10/- per share to theirpromoter group companies-

1. M/S. M.L. SINGHI & ASSOCIATES PRIVATE LIMITED

2. M/S. BRAHMAPUTRA FINLEASE PRIVATE LIMITED

(B) Pledge of 100 % Shareholding of the Promoter group which is 74.05 % of TotalShareholding under CDR

Scheme to consortium of bankers.

(5) DIRECTORS AND KEY MANAGERIAL PERSONNAL:

Sh. Viresh Shankar Mathur Independent Director of the company resigned from thedirectorship of the company with effect from 30th May 2015. The Board places onrecord their appreciation for the valuable guidance and services rendered by Sh. VireshShankar Mathur.

Sh. Satish Chandra Gupta Independent Director of the company resigned from thedirectorship of the company with effect from 13-08-2015. The Board places on record theirappreciation for the valuable guidance and services rendered by Sh. Satish Chandra Gupta.

Sh.Suneet Kumar Todi Whole Time Director of the company resigned from the directorshipof the company with effect from 29th June 2015. The Board places on recordtheir appreciation for the valuable guidance and services rendered by Sh. Suneet KumarTodi.

Sh. Kuladhar Saharia appointed as an Additional Director as well as an independentdirector of the company with effect from 13-08-2015.

In terms of Section 149 of the Companies at 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. Kuladhar Saharia meet the criteria of independence and yourBoard recommends their appointment as Non- Executive Independent Director for a period offive years with effect from August 13 2015 not being liable to retire by rotation.

The Company has received Notices under section 160 of the companies act 2013 frommembers signifying their intention to propose Sh. Kuladhar Saharia as a candidate for theoffice of Independent Director at the ensuing Annual General Meeting.

Smt. Khushboo Jhuria who was appointed as an additional director as well asindependent Non - Executive Women Director of the company by a resolution passed by theBoard of Directors in its meeting held on 14th November 2014 under section 161(1) of the companies act 2013 and applicable Provisions of the Article of Association ofthe company and who hold office up to the date of this Annual General Meeting be and ishereby appointed as a director of the company; In terms of Section 149 of the Companiesat 2013 an independent Director is required to be appointed for tenure of five years ata time and shall not liable to retire by rotation. Accordingly Smt. Khushboo Jhuria meetthe criteria of independence and your Board recommends their appointment as Non- ExecutiveIndependent Director for a period of five years with effect from November 14 2014 notbeing liable to retire by rotation.

The Company has received Notices under section 160 of the companies act 2013 frommembers signifying their intention to propose Smt. Khushboo Jhuria as a candidate for theoffice of Independent Director at the ensuing Annual General Meeting. Sh. Rajesh Singh(DIN 06673945) appointed as a Director who retires by rotation and being eligibleoffers himself for re-appointment.

Sh. Sanjeev Kumar Prithani (DIN 00003647) appointed as a Director who retires byrotation and being eligible offers himself for re-appointment Mr. Parimesh Manochacompany secretary resign from the company w.e.f from 28-02-2015 Mr. Vivek Malhotra who isan Associate member of Institute of company secretaries of India is appointed as a companysecretary & Compliance officer of the company.

6. 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 rule made there under during theyear.

7. NUMBER OF BOARD MEETINGS OF THE BOARD

Nine meetings of the Board were held during the year. For details of the meeting of theBoard Please refer to the corporate Governance report which form part of this report.

8. BOARD EVALUATION

The board of directors has 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 ("Clause 49").

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.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

9. 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.

10. AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.

11. 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 required by clause 32 of the ListingAgreement with stock exchanges the Audited consolidated financial statements togetherwith the Auditor’s Report thereon are annexed and form part of this Annual report.

As required under the provisions of section 129 (3) of the companies act 2013 thestatement containing the salient features of the financial statements of thecompany’s subsidiaries associate companies and joint ventures are prepared in formAOC -1 which is annexed as Annexure A herewith forms a part of this report.

12. TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of Section 188(1)of the Act. Information on transactions with related parties pursuant to Section 134(3)(h)of the Act read with rule 8(2) of the Companies(Accounts) Rules 2014 are given in AnnexureB in Form AOC-2 and the same forms part of this report.

13. EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act the extract of annual return is given in Annexurec in the prescribed Form MGT-9 which forms part of this report.

14. 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.

15. CORPORATE GOVERNANCE

As per the requirement of Clause 49 of the Listing Agreement a separate Report onCorporate Governance along with the Certificate regarding compliance of conditions ofCorporate Governance is given in Annexure-E which forms part of this Report.

16. AUDITORS

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 30 2014 till the conclusion of the Nineteenth AGM to be held in theyear 2017 subject to ratification of their appointment at every AGM.

17. AUDITORS REPORT

The Auditors Report to the members on the accounts of the company for the financialyear March 31 2015 does not contain any qualification. The Auditors report and notes tothe financial statement are self explanatory and do not call for any further comments.

The auditors’ report does not contain any qualifications reservations or adverseremarks.

18. SECRETARIAL 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 Ms. Astha Daluja has conducted secretarial Audit of the company for thefinancial year 2014-15. The secretarial Audit Report for the financial year 2014-15 isannexed hereto and forms a part of this report. Secretarial Audit Report is selfexplanatory and does not call for any further comments.

19. COST AUDITORS

Pursuant to order from the Ministry of corporate Affairs Sh.Amit Singhal&Associates Cost accountants have been appointed as cost Auditors for the Year2014-15. They are required to submit the report to the central Government within 180 daysfrom the end of the accounting year.

20. REMUNERATION POLICY & EVALAUTION CRITERIA

As required under clause 49(iv)(B)(4) of the listing Agreement and section 134 (3) apolicy on director’s appointment and remuneration including criteria for determiningqualifications positive attributes Independence of a director and other mattersprovided under Sub section (3) of section 178 is given in corporate governance report in AnnexureF.

21. VIGIL MECHANISM

As required under clause 49(II) (F) (3) of the listing agreement and section 177 (9)the company has established a vigil mechanism for its directors and employees to reporttheir genuine concerns/ grievances. The Mechanism also provides for adequate safeguardsagainst victimization of persons who use such mechanism and makes provisions for directaccess to the Audit Committee chairman.

22. SUBSIDIARIES

At present your Company has five subsidiaries namely: (i) Brahmaputra PropertyManagement Services Private Limited (ii) Brahmaputra Concrete ( Bengal ) Private Limited(iii) Brahamputra Concrete Private Limited (iv) Brahmaputra Industrial Park PrivateLimited

(v) Brahmaputra Warehousing Private Limited.(De-active i.e. from 04.03.2015) (vi)Brahmaputra Real Estates Private 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 Clause 49 of the listing agreements entered into with the stock exchangescorporate governance report with Pcs 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 of the remuneration of each director to the median remuneration of theemployee of the Company for the financial year: (In Thousands)

Executive directors Ratio to median Remuneration (per month basis)
Sh. Sanjay Kumar Mozika 101: 22.00
Sh. Suneet Kumar Todi* 161.75: 22.00
Sh. Rajesh Singh 94.5: 22.00
Non- Executive directors Ratio to median Remuneration (per month basis)
Sh. Satish Chandra Gupta* 20.83: 22.00
Sh. Viresh Shanker Mathur* 16.66: 22.00
Sh. Om kumar 20.83: 22.00

* Sh.Satish Chandra Gupta Ceased to be a Director w.e.f 13.08.2015 * Sh. Viresh ShankarMathur Ceased to be a Director w.e.f. 30.05.2015

*Sh. Suneet Kumar Todi resign from the Board of Directors of the Company w.e.f. from29-06-2015

B. The percentage increase in remuneration of each director chief financial officercompany secretary in the financial year:

Directors Chief Financial Officer and Company Secretary % increase in remuneration in the financial year
No change Not Increase any remuneration during the year

During the financial year 2014-2015 in the month of February Mr. Parimesh Manocharesign from the post of Company secretary of the company.

c. The percentage increase in the median remuneration of employees in the financialyear: 63 %

d. The number of permanent employees on the rolls of Company: 207

e. The explanation on the relationship between average increase in remuneration andCompany Performance:

On an average employees received an annual increase of 10% in India. The individualincrements varied from 6% to 14% 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 FY15 (‘Lacs) 96.83
Revenue (‘ Lacs) 27788.4
Remuneration of KMPs (as % of revenue) 0.34%
Profit before Tax (PBT/E) (‘ Lacs) -2392.9
Remuneration of KMP (as % of PBT) -4.04.%

g. Stock performance in comparison to Broad Based Indices::

31.03.2015 01.04.2014 % Change
Share price of BIL 23.60 21.55 9.51
V/S Sensex 27957 22455 24.50

h. Average percentile increase already made in the salaries of employees otherthan the managerial personnel in the last financial year and its comparison with thepercentile increase in the managerial remuneration and justification thereof and point outif there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was around 10 %. However during this course of the yearthe total increase is approximately 15 % after accounting for promotions and other eventbased compensation revisions.

Increase/ Decrease in managerial remuneration for the year – (54.20 %) i.Comparison of each remuneration of the key managerial personnel against the performance ofthe Company:

Paticulars Mr. Sanjay Kumar Mozika. Joint Managing Director Mr. Rajesh Singh Whole Time Director Mr. Suneet Kumar Todi Whole Time Director Mr. Manoj Kumar Prithani (C E O) Mr. Pankaj Goyal (VP- Finance & Accounts) Mr. Parimesh Manocha
Remuneration in FY 15 (Lacs) 12.15 11.35 19.41 29.83 12.6 4.49
Revenue 27788.35
Remuneration as % of revenue 0.043 0.04 0.069 0.1 0.045 0.016
Profit Before Tax & Exceptional(Lacs) -2392.9
Remuneration as -0.5 -0.47 -0.81 -1.24 -0.52 -0.18

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:

Highest paid Director During the period under review is Suneet Kumar Todi – 19.41lacs

Sr.No Name Ratio (yearly Basis)
1 Manoj Kumar Prithani (CEO) 29.83:19.41
3 Jayant Sachdeva (VP-Purchase) 23.36:19.41

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) ofthe Act read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in a separate annexure forming part of this report.Further the report and the accounts are being sent to the members excluding the aforesaidannexure. In terms of Section 136 of the Act the said annexure is open for inspection atthe Registered Office of the Company. Any shareholder interested in obtaining a copy ofthe 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 Section134 (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 31stMarch 2015 the 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 2015 and of the Profit & Loss account of the Company 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 31st March 2015 havebeen prepared on a ‘going 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

ACKNOWLEDGEMENT

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: 03.09.2015 Chairman

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