You are here » Home » Companies » Company Overview » Brand Realty Services Ltd

Brand Realty Services Ltd.

BSE: 531203 Sector: Financials
NSE: N.A. ISIN Code: INE819G01012
BSE LIVE 14:10 | 18 Sep Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 61.00
PREVIOUS CLOSE 59.30
VOLUME 25
52-Week high 61.00
52-Week low 30.50
P/E
Mkt Cap.(Rs cr) 18
Buy Price 0.00
Buy Qty 0.00
Sell Price 61.00
Sell Qty 175.00
OPEN 61.00
CLOSE 59.30
VOLUME 25
52-Week high 61.00
52-Week low 30.50
P/E
Mkt Cap.(Rs cr) 18
Buy Price 0.00
Buy Qty 0.00
Sell Price 61.00
Sell Qty 175.00

Brand Realty Services Ltd. (BRANDREALTY) - Director Report

Company director report

TO THE MEMBERS OF BRAND REALTY SERVICES LIMITED

Your Directors have great pleasure in presenting the Annual Report together with theAudited Statement of Annual Accounts for the Year ended 31st March 2017.

FINANCIAL RESULTS: (Rupees in lakhs)

Particulars 2016-2017 2015-2016
Income/(Loss) from Operation 184.77 292.74
Expenditure 224.78 233.22
Gross Profit/(Loss) after Interest (40.01) 59.52
But before Depreciation and Tax
Less: Depreciation 23.77 20.37
Less: Profit/(Loss) after Depreciation (63.78) 39.15
Provision For Tax 16.98 9.08
Less/Add:-Income Tax Paid/W. Back 0.00 0.00
Profit available for appropriation (46.80) 30.07
Transfer to General Reserve 0.00 0.00
Balance retained in Profit & Loss Account (46.80) 30.07

DIVIDEND

Due to the weakness in the real estate market over the period there have been lessbusiness development opportunities available for the Company. The upcoming implementationof the Real Estate Regulatory Act 2016 has given further impetus to consolidation in theindustry and your Company believes there is considerable opportunity for your Company toearn significant revenues in future. With these kind of opportunities available and withour ambition to considerably scale the business it is important for the Company toconserve cashhence the Board of Directors has therefore not recommended any dividendfor the financial year ended March 31 2017.

SHARE CAPITAL

(A) Authorized Share Capital

The Authorized Share Capital of the Company stands at Rs.160000000/-(divided into16000000 Equity shares of Rs. 10/- each). During the year there has been no change inthe Authorized Share Capital of the Company.

(B) Paid-up Share Capital Equity

The paid up Share Capital of the Company stands at Rs.30044000/- (divided into3004400 Equity shares of Rs. 10/- each). During the year there has been no change inthe paid up Share Capital of the Company.

The Company has neither issued shares with differential rights as to dividend votingor otherwise nor issued shares (including sweat equity shares) to the employees orDirectors of the Company under any scheme.

OVERVIEW OF PERFORMANCE

The over all performance for the financial year ended 31st March 2017 wassatisfactory. The loss of company incurred during the year were amounted to Rs. 46.80lacs. However your Directors are confident that the company will do much better in futureand trying its level best to further improve its performance.

FUTURE PROSPECTS AND OUTLOOK OF THE COMPANY

A cyclical downturn combined with demonetization and the implementation of the RealEstate (Regulation and Development) Act 2016 has created short-term uncertainty in thesector. However these same factors will lead to consolidation and improved governance inthe sector which in turn will drive improved consumer confidence. The combination of thisimproved consumer confidence with far improved affordability that is the result of risingincomes stagnant prices and reduced interest rates will propel the sector in a verypositive direction over the next several years. The infrastructure status accorded toaffordable housing is a game changing move that will open up more institutional sourcesfor developers to raise funds at a competitive price. This move will encourage leadingdevelopers to enter this segment. We expect 2017 to be a transition year but the yearsahead are likely to be very exciting ones for real estate development in India. Our brandnational presence demonstrated tract record and capabilities put us in a strong positionto disproportionately benefit from any improvement in the environment and will allow us toremain on a high growth in the years ahead.

DEPOSITORY SYSTEM

Our Company’s equity shares are available for dematerialization through NationalSecurities Depository Limited and Central Depository Services (India) Limited.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act 2013 read withRule 12 of the Companies (Management and Administration) Rules 2014the extract of theAnnual Return as at March 31 2017 in the prescribed form MGT 9 forms part of thisreport and is annexed as "ANNEXURE - I".

NUMBER OF MEETINGS OF THE BOARD

The Company holds at least four Board Meetings in a year one in each quarterinter-alia to review the financial results of the Company. The Company also holdsadditional Board Meetings to address its specific requirements as and when required. Alldecisions and urgent matters approve by way of circular resolutions are placed and notedat the subsequent Board Meeting. Annual calendar of meetings of the Board are finalizedwell before the beginning of the financial year after seeking concurrence of all theDirectors. During the financial year 2016-17 Eight (8) Board Meeting were convened andheld as on 10.05.2016 30.05.2016 30.07.2016 26.08.2016 31.08.2016 01.09.201629.10.2016 and 31.01.2017. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013 and the Listing Agreement. The details of theBoard Meetings held during the year along with the attendance of the respective Directorsthereat are set out in the Corporate Governance Report forming part of this Annual Reportand annexed as "ANNEXURE-II".

DIRECTOR‘S RESPONSIBILITY STATEMENT

Your Directors would like to inform that the audited accounts containing the FinancialStatements for the year ended 31st March 2017 are in conformity with therequirements of the Companies Act 2013 and they believe that the financial statementsreflect fairly the form and substance of transactions carried out during the year andreasonably present the Company’s financial condition and results of operations. TheseFinancial Statements are audited by M/s. R. Rastogi & Co. Chartered AccountantsStatutory Auditors of the Company. Pursuant to the provisions of Section 134(5) of theCompanies Act 2013 it is hereby confirmed that:

(a) in the preparation of the annual accounts for the financial year ended March 312017 the applicable Accounting Standards had been followed along with proper explanationrelating to material departures;

(b) 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 as at March 31 2017 and of the loss ofthe Company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) the directors have prepared the annual financial statements on a going concernbasis;

(e) the directors have laid down Internal Financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingefficiently; and

(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted the declaration of Independenceas required under Section 149(7) of the Companies Act confirming that they meet thecriteria of independence under Section 149(6) of the Companies Act and Regulation 16(1)(b)of SEBI LODR Regulations.

POLICIES OF THE COMPANY

We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all listed companies. All our corporate governance policies are available on ourwebsite.

The policies are reviewed periodically by the Board and updated based on need and newcompliance requirement. In addition to its Code of Conduct and Ethics key polices thathave been adopted by the company are as follows:

1. WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act 2013read with Rule 7 of Companies (Meetings of Board and its Powers) Rules 2014 and[Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulation2015] the Company has adopted a Whistle Blower Policy which provides for a vigilmechanism that encourages and supports its Directors and employees to report instances ofunethical behaviour actual or suspected fraud or violation of the Company’s Code ofConduct or Ethics Policy. It also provides for adequate safeguards against victimisationof persons who use this mechanism and direct access to the Chairman of the Audit Committeein exceptional cases. The details of the same are provided in Corporate Governance Reportforming part of this Annual Report.

2. PREVENTION PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Policy on Prevention Prohibition & Redressal of SexualHarassment of Women at Workplace and an Internal Complaints Committee (ICC) has beenconstituted thereunder. The primary objective of the said Policy is to protect the womenemployees from sexual harassment at the place of work and also provides for punishment incase of false and malicious representations.

3. COMPREHENSIVE RISK MANAGEMENT POLICY

Your Company has formulated and adopted a Comprehensive Risk Management Policy whichcovers a formalised Risk Management Structure alongwith other aspects of Risk Managementi.e. Credit Risk Management Operational Risk Management Market Risk Management andEnterprise Risk Management. The Risk Management Committee of the Board on periodic basisoversees the risk management systems processes and minimization procedures of theCompany.

4. NOMINATION REMUNERATION AND EVELUATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a Nomination Remuneration & Evaluation Policy which inter-alia lays down thecriteria for identifying the persons who are qualified to be appointed as Directors and/orSenior Management Personnel of the Company alongwith the criteria for determination ofremuneration of Directors KMPs and other employees and their evaluation and includesother matters as prescribed under the provisions of Section178 of Companies Act 2013 and[Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015]. The details of the same are provided in Corporate Governance Report forming part ofthis Annual Report.

5. RELATED PARTY TRANSACTION POLICY

Related Party Transaction Policy as formulated pursuant to [Regulation 23 of SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015] by the Companydefines the materiality of related party transactions and lays down the procedures ofdealing with Related Party Transactions. The details of the same are provided in thisAnnual Report.

6. COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION

The criteria for Director’s appointment has been set up by the Nomination andRemuneration Committee which includes criteria for determining qualifications positiveattributes independence of a director and other matters provided under Sub Section (3) ofSection 178 of the Companies Act 2013("the Act"). The Remuneration Policy isattached as "ANNEXURE-III" to the Board’s Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The details of Loans Guarantees and Investments are within the limits of provisions ofSection 186 of the Companies Act 2013 and rules made thereunder. There has been nodefault in repayment of deposits or payment of interest thereon during the financial yearended on 31st March 2017. Further there are no deposits which are innon-compliance with the requirements of Chapter V of the Act.

PARTICULARS OR CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

There was no materially significant related party transactions i.e. transaction ofmaterial nature with its promoters directors or senior management or their relativesetc. that may have potential conflict with the interest of Company at large. Transactionsentered with related parties as defined under the Companies Act 2013 and ListingAgreement during the financial year 2016-17 were mainly in the ordinary course of businessand on an arm’s length basis.

Prior approval of the Audit Committee is obtained by the Company before entering intoany related party transaction as per the applicable provisions of Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) 2015. As per the provisions ofSection 188 of the Companies Act 2013 approval of the Board of Directors is alsoobtained for entering into Related Party Transactions by the Company. A quarterly updateis also given to the audit Committee and the Board of Directors on the related partytransactions undertaken by the Company for their review and consideration.

During the year the Company has not entered into any material contract arrangement ortransaction with related parties as defined under SEBI (Listing Obligations andDisclosure Requirements) 2015 and Related Party Transaction Policy of the Company.

None of the Directors have any pecuniary relationships or transactions vis--vis theCompany.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of thecompany between the date of balance sheet and the date of this report.

DISCLOSURE UNDER SUB- SECTION (3) OF SECTION 134 OF COMPANIES ACT 2013 READ WITH RULE8(3) OF THE COMPANIES (ACCOUNTS) RULES 2014 A. CONSERVATION OF ENERGY

Your Company is not engaged in any manufacturing activity and thus its operation arenot energy intensive. However adequate measures are always taken to ensure optimumutilization and maximum possible saving of energy.

B. TECHNOLOGY ABSORPTION

Your Company actively pursues a culture of technology adoption leveraging on theadvancement to serve customers better manage process efficiently and economically andstrengthen control systems. The Company has maintained a technology friendly environmentfor its employees to work in. In keeping with the current trends in the areas of digitalmarketing and social media the Company has effectively used these avenues in positioningitself in the market place and gain better Customer engagement.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no earnings and outgo in foreign exchange during the year under review.

CODES STANDARDS AND COMPLIANCES THEREUNDER

CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL

Your Company has adopted a Code of Conduct for its Board of Directors and the SeniorManagement Personnel. The Code requires the Directors and employees of the Company to acthonestly ethically and with integrity and in a professional and respectful manner. Duringthe year under review the Code of Conduct was revised as per the revised ListingAgreement. A declaration by Chairman & Whole Time Director with regard to compliancewith the said code forms part of this Annual Report.

CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES

Your Company has in place a Code for Prevention of Insider Trading Practices inaccordance with the Model Code of Conduct as prescribed under Securities and ExchangeBoard of India (Prohibition of Insider Trading) Regulations 1992 as amended and has dulycomplied with the provisions of the said code. The details of the same are provided inCorporate Governance forming part of this Annual Report.

MANNER & CRITERIA OF FORMAL ANNUAL EVALUATION OF BOARD’S PERFORMANCE AND THATOF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In compliance with requirements of the Act and SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 the formal annual performance evaluation ofthe Board its Committees and Individual Directors has been conducted as under: A. Mannerof evaluation as recommended to the Board by the Nomination and Remuneration Committee

1. The Chairman of the Board consulted each Director separately about the performanceof Board Committees and other Directors and sought inputs in relation to the above. TheChairman then collated all the inputs and shared the same with the Board.

2. In respect of the evaluation of Chairman of the Board the Chairman of theNomination and Remuneration Committee collated the inputs from Directors aboutChairman’s performance as a Director of the Board and/or Chairman or the Member ofthe Board Committees and shared the same with the Board.

The Board as a whole discussed the inputs on performance of Board/Committees/IndividualDirectors and performed the evaluation excluding the Director being evaluated.

B. Criteria of evaluation as approved by the Nomination and Remuneration Committee

The aforesaid evaluation was conducted as per the criteria laid down by the Nominationand Remuneration Committee as follows:

Performance of Evaluation Criteria

1) Board as a whole • Fulfilment of functions of the Board(for instance guiding corporate strategy risk policy business plans corporate performance monitoring Company’s governance practices etc. as per the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015
• Number of Board Meetings held during the year.
2) Board Committees • Fulfilment of functions of the Committee with reference to its terms of reference the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015
• Number of Committee Meetings held during the year.
3) Individual Directors • Fulfilment of responsibilities as a Director as per the Act SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 and applicable Company policies and practices
• In case of the concerned Director being Independent Director Executive Director Chairperson or Member of the Committees with reference to such status and role
• Board and/or Committee meetings attended
• General Meetings attended.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company during theyear under review.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under reviewfurther there were no unclaimed or unpaid deposits as on March 31 2017.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the regulators/courts/tribunalswhich would impact the going concern status of the Company and its future operations.

INTERNAL AUDIT & INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has an Internal Audit Department headed by a Senior Mangement PersonnelMr. Manava Prem Arora Prem & Associates Chartered Accountant. He was appointed as anInternal Auditor under the provisions of Section 138 of the Companies Act 2013 whoreports to the Audit Committee of the Board.

The Internal Audit Department conducts comprehensive audit of functional areas andoperations of the Company to examine the adequacy and compliance with policiesprocedures statutory and regulatory requirements. Significant audit observations andfollow up actions thereon are reported to the Audit Committee. The Audit Committee reviewsadequacy and effectiveness of the Company’s internal control environment and monitorsthe implementation of audit recommendations. The audit function maintains its independenceand objectivity while carrying out assignments. It evaluates on a continuous basis theadequacy and effectiveness of internal control mechanism. The function also proactivelyrecommends improvement in policies and processes suggests streamlining of controlsagainst various risks.

Your Company has laid down set of standards processes and structure which enables itto implement internal financial control across the Company and ensure that the same areadequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A brief resume of all the Directors nature of their expertise in specific functionalareas and names of companies in which they hold directorships memberships/ chairmanshipsof Board Committees and their shareholding in the Company are provided below: Mr. KamalManchanda aged 55 years is a B. Tech. Graduate and has wide experience in the field ofReal Estate and financial sector. He is also Director in other Companies viz. Sir JohnBakeries India Private Limited Realtor Today Private Limited Brand Gallery PrivateLimited Era Resorts Private Limited Centre Point Hospitality Management Private LimitedTradewell Portfolios Private Limited Sahil and Elite Stock Broking Limited Brand RealtyPrivate LimitedElite Realty Infratech Private LimitedElite Landbuild PrivateLimitedRepoi Real Estate Services Private LimitedK R Buildtech Private LimitedThree AInnovative Consultancy Private LimitedSahil Securities Private LimitedGeekSecurities(India) Private Limited and Designated Partner in GSU E Consulting LLP OhaanaClothing LLP. He is also a member of Share Transfer and Investor Grievance Committee andaudit committee of your Company. He holds 1497540 Equity Shares in your Company as onfinancial year ended 31.03.2017.

Mrs. Aruna Manchanda age 47 years is an Arts Graduate and has wide experience in thefield of education and financial sector. She is also Director in other Companies viz.Sahil Securities Private Limited Brand Realty Private Limited Tradewell PortfoliosPrivate Limited Realtor Today Private Limted Repoi Real Estate Services Private Limitedand Designated Partner in Ohaana Clothing LLP. She is also a member of Share Transfer andInvestor Grievance Committee of your Company. She holds 755760 Equity Shares in yourCompany as on the financial year ending 31.03.2016.

In accordance with the requirements of the Companies Act 2013 and the Company’sArticles of Association she is liable to retire by rotation in this AGM and beingeligible offered herself for reappointment. Directors solicit their approval for herreappointment as a director of the Company.

Mr. Surendra Kancheti age 58 years is a Chartered Accountant and has wide experiencein the field of accounts financial market and wealth management. He is Independentdirector of your company. He is also a Director in other companies viz. Sri Agencies &Logistics Private Limited S K Wealth Creators Private Limited and Wealth Creators PrivateLimited. He is also a member of Audit Committee of your Company. He does not hold anyshare in your Company.

Mr. Nalin Mohan Mathur age 63 years is a M.A. Post Graduate in Economics and has wideexperience in the field of export management. He is not director in any other company. Hedoes not hold any share in your Company. He is also a member of Audit Committee of yourCompany.

All Independent Directors have given declarations that they meet the criteria ofIndependence as laid own under Section 149(6) of the Companies Act 2013 and ListingRegulations.

Based on the confirmations received none of the Directors are disqualified for beingappointment/re-appointment as directors in terms of Section 164 of the Companies Act2013.

AUDITORS APPOINTMENT

Pursuant to the provisions of Section 139 142 and other applicable provisions if anyof the Companies Act 2013 and the Companies (Audit and Auditors) Rules 2014 (includingany statutory modification(s) or re-enactment(s) thereof for the time being in force)M/s. Bansal Anupam & Co. Chartered Accountants having ICAI Firm Registration No.005315C who have offered themselves for appointment and have confirmed their eligibilityto be appointed as Statutory Auditors in terms of provisions of Section 141 of the Actand Rule 4 of the Rules be and are hereby appointed as Statutory Auditors of the Companyin place of M/s R. Rastogi & Co. Chartered Accountants having ICAI Firm RegistrationNo.007527N to hold office for a period of five years from the conclusion of this AnnualGeneral Meeting until the conclusion of the 28th Annual General Meeting of theCompany to be held in year 2022 on such remuneration as may be mutually agreed uponbetween by the Board of Directors and the Statutory Auditors in addition to reimbursementof GST and out of pocket expenses incurred in connection with the audit of accounts of theCompany.".

AUDITOR’S REPORT AND NOTES ON ACCOUNT

The observations made by the auditors are self explanatory and have also been furthersimplified in the notes to accounts.

Our responsibility is to express an opinion on these financial statements based on ouraudit. We conducted our audit in accordance with the Standards on Auditing issued by theInstitute of Chartered Accountants of India. Those Standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on theauditor’s judgment including the assessment of the risks of material misstatement ofthe financial statements whether due to fraud or error. In making those risk assessmentsthe auditor considers internal control relevant to the Company’s preparation and fairpresentation of the financial statements in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of the accounting estimates made bymanagement as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion.

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 the Board of Directorsof the Company had appointed Mr. Parveen Rastogi & Co Practicing Company Secretariesto undertake the Secretarial Audit of the Company for the financial year 2016-17. TheSecretarial Audit Report for the financial year ended March 31 2017 is annexed as"ANNEXURE-IV" to this report. The said report does not contain anyqualification reservation or adverse remark however contains certain observations ofthe Secretarial Auditor which are self explanatory and thus do not call for any furthercomments.

FRAUD REPORTING

There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act and Rules framed there under either to the Company or to the CentralGovernment.

MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2) of the SEBI LODR Regulations is annexed as "ANNEXURE-V"to this Report.

CORPORATE GOVERNANCE

Your Company is committed to maintaining the highest standards of Corporate Governanceand adhering to the corporate governance requirements as set out by Securities andExchange Board of India. The Report on Corporate Governance is stipulated under SEBI LODRRegulations forms part of the Annual Report. The Certificate from the Secretarial Auditorsof the Company confirming compliance with the conditions of Corporate Governance asstipulated under Schedule V to SEBI LODR Regulations and applicable provisions of theCompanies Act forms part of the Annual Report as per "ANNEXURE-II."

AUDIT COMMITTEE & OTHER BOARD COMMITTEES

The Company has a duly constituted Audit Committee as per the provisions of Section 177of Companies Act 2013 and Listing Agreement with the stock exchanges. The Board ofDirectors has constituted other committees namely – Nomination and RemunerationCommittee Stakeholders’ Relationship Committee and Risk Management Committee whichenables the Board to deal with specific areas / activities that need a closer review andto have an appropriate structure to assist in the discharge of their responsibilities. Thedetails of the composition of the Audit Committee alongwith that of the other Boardcommittees and their respective terms of reference are included in the CorporateGovernance Report forming part of this Annual Report. The Audit Committee and other BoardCommittees meet at regular intervals and ensure to perform the duties and functions asentrusted upon them by the Board. The details of the Audit Committee and other BoardCommittees are also set out in the Corporate Governance Report forming part of this AnnualReport.

PARTICULARS OF EMPLOYEES

The ratio of the remuneration of each director to the median employee’sremuneration and other details in terms of sub-section 12 of Section 197 of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report and is annexed as "ANNEXURE -VI" to this Report.

However in terms of Section 136(1) of the Act this Report and Financial Statementsare being sent to the members and others entitled thereto excluding the Statement ofParticulars of Employees as required under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. The said statement is available forinspection by the Members at the Registered Office of the Company during business hours onworking days up to the date of the ensuing Annual General Meeting. If any member isinterested in obtaining a copy thereof the same is made available to him on receiving arequest.

EMPLOYEES BENEFITS

Retirement benefit in the form of provident fund is a defined contribution scheme. Thecontributions to the provident fund are charged to the statement to the profit and lossfor the year when the contributions are due.

Provisions have been made in the accounts for expenses of gratuity.

LISTING OF SECURITIES

The Company’s shares are listed at The Bombay Stock Exchange Ltd. Mumbai. Theaddress of the Stock Exchange is Phiroze Jeejeebhoy Towers Dalal Street MumbaiMaharashtra-400001. The Company has paid listing fees to the Stock Exchange Mumbai forthe year 2017-18.

INDUSTRIAL RELATIONS

The Company continued to maintain harmonious and cordial relations with its workers inall its Divisions which enabled it to achieve this this performance level on all fronts.

ACKNOWLEDGEMENT

Your Director’s wish to place on records their gratitude to the CompaniesCustomers Bankers Shareholders dealers and suppliers for their assistance andco-operation and who have helped the company in its endeavor. The board also places onrecord its deep appreciation for the excellent support received from the employees at alllevel during the year.

By order of the Board of Directors

For Brand Realty Services Limited

Kamal Manchanda Aruna Manchanda
Place: Delhi (Whole time Director) (Director)
Dated: 31/08/2017 DIN: 00027889 DIN : 00027965