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Brahmaputra Infrastructure Ltd.

BSE: 535693 Sector: Infrastructure
NSE: N.A. ISIN Code: INE320I01017
BSE 00:00 | 19 Jun 27.00 -0.10
(-0.37%)
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NSE 05:30 | 01 Jan Brahmaputra Infrastructure Ltd
OPEN 27.10
PREVIOUS CLOSE 27.10
VOLUME 12445
52-Week high 50.00
52-Week low 26.00
P/E 18.75
Mkt Cap.(Rs cr) 78
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 27.10
CLOSE 27.10
VOLUME 12445
52-Week high 50.00
52-Week low 26.00
P/E 18.75
Mkt Cap.(Rs cr) 78
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 19th Annual Report together with theAudited Accounts of the Company for the financial year ended on 31 st March 2017.

FINANCIAL HIGHLIGHTS

The financial highlights of the Company's operation for the year ended 31 st March 2017are as under:

Rs. In Lakhs

Standalone Consolidated
PARTICULARS 31.03.2017 31.03.2016 31.03.2017 31.03.2016
Revenue from operations 21286.94 22289.31 21423.85 22392.89
Other Income 234.46 81.41 276.89 174.39
Total Income 21521.40 22370.72 21700.74 22567.28
Financial Costs 3785.32 4063.05 3791.68 4082.37
Depreciation 1223.17 1400.32 1259.71 1455.92
Profit/(Loss) before Tax 106.40 37.29 87.78 18.36
Tax Expense / (Credit) 36.39 (16.44) 36.40 (32.78)
Profit After Tax 70.01 53.73 51.38 51.14
Paid Up Share Capital 4289.84 4289.84 4289.84 4289.84
Reserves & Surplus 9720.20 9684.30 9347.71 9330.44

1. PERFORMANCE

During the year under review the total income of the Company amounted to Rs. 21521.40lakhs as against Rs. 22370.72 lakhs during the previous year. There is a decline in theturnover 3.79 % as compared to Previous year. But company has generated a profit after taxof Rs. 70.01 Lacs during the financial year 2016-17 as against the last year Profit aftertax of Rs. 53.73 lacs. Your Director are putting in their best efforts to improve theperformance 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.

3. DIVIDEND

Keeping in view the current financial position of the company economic scenario infinancial year 2016-17 and the future fund requirements of the Company your directors donot recommended any dividend for the financial year ended 31st March 2017.

4. DIRECTORS AND KEY MANAGERIAL PERSONNAL:

Sh. N.N. Batabyal resigned as an independent director of the company with effect from06-02-2017.

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 rule made there under during theyear.

6. NUMBER OF BOARD MEETINGS OF THE BOARD

Five Board meetings of the Board were held during the year. For details of the meetingof the Board please refer to the corporate Governance report which forms part of thisreport.

7. 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 Regulation 27 (2) of LODR 2015.

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.

8. INTERNAL FINANCIAL CONTROL AND 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 stockexchanges the Audited consolidated financial statements together with the Auditor'sReport 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 the company'ssubsidiaries associate companies and joint ventures are prepared in form AOC -1 which isannexed as Annexure A herewith forms a part of this report.

11. 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 inAnnexure B in Form 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 annexed as Annexure D herewith and forms part of thisReport.

14. CORPORATE GOVERNANCE

As per the requirement of Regulation 27 (2) of LODR 2015 of the Listing Agreement aseparate Report on Corporate Governance along with the Auditor's Certificate regardingcompliance of conditions of Corporate Governance is given in Annexure-E which forms partof this Report.

15. AUDITORS

The Current Auditors of the Company M/s A.B. Bansal & Co Chartered Accountants(Firm Registration No. 010538N) have completed theirterm at the ensuing AGM of theCompany as perthe provisions of the Companies Act 2013.

The company has approached M/s Naveen Atmaram Garg & Co Chartered Accountants(Firm Registration No. 324383E) who have consented for the appointment as statutoryauditors of the Company from the ensuing Annual General Meeting till the conclusion of theTwenty Fourth (24th) AGM to be held in the year 2022 subject to ratification at everyAnnual General Meeting.

The said firm being eligible the Board recommends for their appointment.

16. AUDITORS REPORT

The Auditors Report to the members on the accounts of the company for the financialyear March 312017 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.

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 has conducted secretarial Audit of the company for thefinancial year 2016-17. The secretarial Audit Report for the financial year 2016-17 isannexed hereto and forms a part of this report. Secretarial Audit Report is selfexplanatory and does not call for any further comments.

18. 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 Year2016-17. They are required to submit the report to the central Government within 180 daysfrom the end of the accounting year.

19. REMUNERATION POLICY&EVALAUTION CRITERIA

As per the listing Agreement LODR 2015 and section 134 (3) a policy on director'sappointment and remuneration including criteria for determining qualifications positiveattributes Independence of a director and other matters provided under Sub section (3)of section 178 is given in corporate governance report.

20. VIGIL MECHANISM

As per of the listing agreement LODR2015and section 177 (9) the company hasestablished a vigil mechanism for its directors and employees to report their genuineconcerns/ grievances. The Mechanism also provides for adequate safeguards againstvictimization of persons who use such mechanism and makes provisions for direct access tothe Audit Committee chairman.

21. SUBSIDIARIES

At present your Company has two subsidiaries namely:

(i) Brahamputra Concrete (Bengal) Private Limited

(ii) Brahmaputra Concrete Private Limited

22. Associate Companies

At present your company has no associate Company as per Section 129 of the CompanyAct 2013. But Company has three Joint Ventures on which Consolidation of Accounts as perSection 129 of Companies Act 2013 is applicable:

(i) DRA BLA-BCL(JV)

(ii) BILBLAGSCO (JV)

(iii) GPLBCL(JV)

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 Regulation 27(2) of LODR 2015 of the listing agreements entered into with thestock exchanges corporate governance report with auditors' certificate thereon andmanagement discussion and analysis 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 directorto the median remuneration of theemployee of the Company for the financial year:

(in Thousands)
Ratio to Median
Executive Directors Remuneration
(Per Month Basis)
Sh.Rajesh Singh 99.65 : 28.81
Non- Executive directors (Sitting Fees) Ratio to median
Remuneration
Sh. N.N Batabyal * 10.00 : 28.81
Sh. Kuladhar Saharia 9.16: 28.81
Smt. Khushboo Jhuria 6.66 : 28.81

Note: Sh. N. N. Batabyal resigned from the Board of Directors of the Companyw.e.f06.02.2017

B. The percentage increase in remuneration of 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
No change Not Increase any remuneration during the year

C. The percentage decrease in the median remuneration of employees in the financialyear: 8.71 %

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 received an annual increase of 10% in India. The individualincrements 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 FY17 (Rs Lacs) 56.37
Revenue (Rs Lacs) 21286.94
Remuneration of KMPs (as % of revenue) 0.26%
Profit before Tax (PBT) (Rs Lacs) 106.40
Remuneration of KMP (as % of PBT) 52.97%

G. Variations in the market capitalisation of the Company as at the closing date ofthe current financial year and previous financial year:

Particulars March 312017 March 312016 % Change
Market Capitalisation (Rs crores) 70.94 73.08 (2.92)

H. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was around 10 %. However during this course of the yearthere is no major increase in the salary of the employees due to ongoing serious financialcrisis on the Company.

I. Comparison of each remuneration of the key managerial personnel against theperformance of the Company:

Particulars Mr. Rajesh Singh Mr. Manoj Kumar Mr. Pankaj Goyal Mr. Vivek Malhotra
(Whole Time Director) Prithani (Chief Executive Officer) (V.P. - Finance & Accounts) (Company Secretary)
Remuneration in FY 17 (Lacs) 5.97 29.00 14.40 7.00
Revenue 21286.94
Remuneration as % of revenue 0.028% 0.136% 0.067% 0.032%
Profit Before Tax (Lacs) 106.40
Remuneration as % of PBT 5.61% 27.25% 13.53% 6.57%

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 of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year:

Sr.No. Name Ratio
1 Mr. Manoj Kumar Prithani 241.00:99.65
2 Mr. Jayant Sachdeva 209.28:99.65
3 Mr. Pankaj Goyal 120.00:99.65
4 Mr. Anil Tanti 125.00:99.65
5 Mr. M. A. Khan 119.00:99.65
6 Mr. Nirakar Pradhan 107.50:99.65
7 Mr. Soumya Brata Roy 107.50:99.65

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)

Detail are as follows of transfer the Unpaid dividend amount to Investor ProtectionFund account.

Sr. No. Unpaid Dividend of financial year Amount Name of Bank Date of Transfer
1. Financial year for F.Y. 2008-09 Declaration date: 29.09.2009 144165 IDBI Bank 30.10.2016
2. Interim Dividend for F.Y. 2009-10 Declaration date: 29.10.2009 219877 IDBI Bank 29.11.2016

27. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Sectionl 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 2017the 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 2017 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 31 st March 2017 have been prepared on a Rs goingconcern' basis

v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

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

ACKNOWLEDGMENT

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 consistentgrowth.

By order of the Board of Directors
For Brahmaputra Infrastructure Limited
Place: New Delhi
Date: 04.11.2017
Sanjeev Kumar Prithani
Chairman