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Brigade Enterprises Ltd.

BSE: 532929 Sector: Infrastructure
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OPEN 224.20
52-Week high 324.65
52-Week low 222.65
P/E 16.86
Mkt Cap.(Rs cr) 3,043
Buy Price 223.90
Buy Qty 17.00
Sell Price 226.95
Sell Qty 19.00
OPEN 224.20
CLOSE 225.95
52-Week high 324.65
52-Week low 222.65
P/E 16.86
Mkt Cap.(Rs cr) 3,043
Buy Price 223.90
Buy Qty 17.00
Sell Price 226.95
Sell Qty 19.00

Brigade Enterprises Ltd. (BRIGADE) - Director Report

Company director report

Dear Members

We have pleasure in presenting the Twenty Second Annual Report on business andoperations of the Company together with the Audited Statement of Accounts for thefinancial year ended March 31 2017.


(Rs. in Lakhs)

Particulars Standalone Consolidated
2016-17 2015-16 2016-17 2015-16
Total Revenue 174774 166811 205838 207067
Operating Expenditure 120444 120771 144978 154776
Earnings before Interest Depreciation & Amortization 54330 46040 60860 52291
Depreciation & Amortization 10871 9798 12255 10592
Finance Costs 20050 15040 24648 19901
Profit Before share in profit of associate and Tax 23408 21202 23957 21798
Share of profit from associate - - 120 129
Profit Before Tax 23408 21202 24077 21927
Tax Expense
Current Tax 6099 6436 9267 8348
Deferred tax charge/(credit) 797 34 (1910) (329)
Profit for the year 16512 14732 16720 13908
Other Comprehensive income (net of tax) 32 (74) 31 (85)
Total Comprehensive income for the year 16544 14658 16751 13823
Profit/(loss) attributable to:
Equity holders of the Parent - - 15339 12309
Non-Controlling Interests - - 1412 1514

Details of Appropriations:

(Rs. in Lakhs)

Particulars Standalone Consolidated
2016-17 2015-16 2016-17 2015-16
Surplus in the retained earnings as per last financial statements 62582 53634 56707 50885
Total Comprehensive income for the year (net of Non-controlling interest) 16544 14658 15339 12309
Less: Cash dividends declared and paid
Final Dividend for FY 2014-15 - 2255 - 2255
Interim Dividend for FY 2015-16 - 2263 - 2263
Less: Tax on dividends paid
On Final Dividend - 451 - 451
On Interim Dividend - 468 - 468
Add: Dividend Tax Credit availed 546 - -
Less: Other adjustments (Net) 579 819 853 1050
Net Surplus in the statement of profit and loss carried forward 78547 62582 71193 56707


During the financial year 2016-17 the Company has on a standalone basis clocked atotal income of Rs. 174774 Lakhs as compared to Rs. 166811 Lakhs for the previous yearended 31st March 2016 an increase of 5% on a year-on-year basis. EBITDA hasincreased from Rs. 46040 Lakhs to Rs. 54330 Lakhs an increase of 18%. TotalComprehensive income was at Rs. 16544 Lakhs for the financial year ended March 31 2017as compared to Rs. 14658 Lakhs for the previous year an increase by 13%.

The consolidated revenue for the Company for the financial year 2016-17 was Rs.205838 Lakhs as compared to Rs. 207067 Lakhs in the previous year a decline of 0.6%on year-on-year basis. EBITDA increased from Rs. 52291 Lakhs in the previous year to Rs.60860 Lakhs for the financial year 2016-17 an increase of 16%. Total Comprehensiveincome was at Rs. 16751 Lakhs for the financial year ended 31st March2017 as compared to Rs. 13823 Lakhs for the previous year an increase by 21%.


The Company had a total of 15 subsidiaries 2 limited liability partnerships and 1associate company as on March 31 2017.

During the year under review two wholly owned subsidiaries namely "Brigade HotelVentures Limited" and "Augusta Club Private Limited" were incorporated tofacilitate a Scheme of Arrangement for hiving-off of the hotels business integrated clubsand convention centres business of the Company.

Further investment in Mysore Projects Private Limited (MPPL) was made by way ofsubscription to shares and acquiring shares from the existing shareholders thereby makingMPPL a wholly owned subsidiary of the Company. The Company has incorporated BrigadeInnovations LLP a wholly owned subsidiary for undertaking real estate acceleratorprogramme.


During the Year under review the Board of Directors of the Company approved the hivingoff of the Hospitality business in to wholly owned subsidiaries. The Scheme of arrangementwas filed with both Stock Exchanges i.e. National Stock Exchange of India Limited onJanuary 25 2017 and BSE Limited on January 24 2017 pursuant to Regulation 37 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 and the Company has received the observation letters from the stockexchanges. The implementation of the Scheme will be completed in the next financial year.


In accordance with the provisions of Section 129 (3) of the Companies Act 2013 readwith SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 theconsolidated financial statements have been prepared by the Company which forms part ofthis Annual Report. A statement containing the salient features of the financialstatements of subsidiaries/ associates as required in Form AOC 1 is enclosed as Annexure-1to this Report.


An amount of Rs. 579 Lakhs has been transferred out of the current year's profits toGeneral Reserves towards future capital expansion.


The Board of Directors of the Company have recommended a dividend of Rs. 2.50 (RupeesTwo and fifty paisa only) (25%) per Equity Share (including special Dividend of Rs. 0.50per Equity Share) of Rs. 10 each which is subject to the approval of the Shareholders inthe ensuing Annual General Meeting of the Company.


The Company has not accepted any deposits in terms of Chapter V of the Companies Act2013 read with the Companies (Acceptance of Deposit) Rules 2014 during the year underreview. Accordingly no amount is outstanding as on the balance sheet date.


During the year under review the Company has not issued any Debentures. As on datethe Company does not have any outstanding Debentures.


Company's equity shares are tradable only in electronic form. As on March 31 201797.23% of the Company's total paid up equity share capital representing 110519927shares are in dematerialised form.


The Company and the Registrar & Transfer Agents of the Company have sent letters toall members whose dividend were unclaimed so as to ensure that they receive their rightfuldues. During the year the Company transferred Rs. 162534/- to the Investor Educationand Protection Fund the amount in unpaid Dividend Account opened in 2008-09 which was due& payable and remained unclaimed and unpaid for a period of seven years as providedunder Section 124(5) of the Companies Act 2013.


The authorised share capital of the Company is Rs. 1500000000/- divided into150000000 equity shares of Rs. 10/- each. During the year the Company had issued andallotted 486125 equity shares of the Company to the eligible employees on exercise ofoptions granted under the Brigade Enterprises Limited Employee Stock Option Scheme 2011.Consequently the issued subscribed and paid–up equity share capital of the Companyhas increased from 113178615 equity shares of Rs. 10/- each to 113664740 equityshares of Rs. 10/- each.


During the year The Board of Directors of the Company approved raising of capital ofupto Rs. 500 Crores on private placement basis through various means viz. QualifiedInstitutional Placement Rights Issue Preferential Issue etc. in its meeting held on May16 2016 and the same was approved by the Shareholders in the 21st AnnualGeneral Meeting held on August 31 2016.


The Employee Stock Option Scheme titled "Brigade Employee Stock Option Plan2011" was rolled out in the financial year 2014-15. Statement giving detailedinformation on the plan in accordance with SEBI Regulations is contained in Annexure-2to this Report.


The operations of the Company can be classified into three main Segments:

1. Income from Construction and development of Real Estate Projects

2. Revenue from Hospitality Assets

3. Lease Rental Income from Commercial and Retail Assets

The Real Estate segment specialises in development of residential and commercial RealEstates projects on Sale basis. The revenues of this segment is recognised either onpercentage of completion method during construction or unit sale method after thecompletion of the projects.

The Hospitality segment develops hospitality assets and specialises in identifyingHotel operators and monitoring the operation of the hotel assets.

The Commercial and Retail segment concentrates on developing commercial and retailassets and identifying suitable tenants on long term lease for the Assets owned by theCompany.

A detailed information of ongoing projects as on March 31 2017 has been given in theManagement Discussion and Analysis Report which is forming part of the Annual Report.


The Company proposes to launch 11.53 mn. sq ft. of new launches in the financial year2017-18. This will comprise of 5.02 mn. sq. ft. of residential space 5.76 Million sq. ft.of commercial space and 0.13 mn sq. ft. of hospitality space.


During the year under review the equivalent area constructed was 4.52 mn. sq. ft.


The Group currently has 22 ongoing real estate projects aggregating to 15.68 mn. sqft. of saleable area. 10 office and retail projects aggregating to 2.65 mn. sq. ft. ofdevelopable area and 5 hospitality projects of 0.81 mn. sq ft of developable area.


The Board of Directors of the Company comprises of 9 Directors of which 2 are ExecutiveDirectors 5 Non-Executive Independent Directors and 2 Non-Executive Directors. Thecomposition of the Board of Directors is in due compliance of the Companies Act 2013 andSEBI (LODR) Regulations 2015.


During the year under review the Board of Directors of the Company met 7 times on thefollowing dates:

• May 16 2016

• June 17 2016

• August 4 2016

• November 14 2016

• December 15 2016

• February 3 2017

• March 16 2017

In accordance with the provisions of the Companies Act 2013 a separate meetings ofthe Independent Directors and other Directors of the Company was held on March 16 2017.

A detailed note on the composition of various Committees of the Board and theirmeetings including the terms of reference were given in the Corporate Governance Reportforming part of the Annual Report.


The Directors of the Company are appointed by the members at annual general meetings inaccordance with the provisions of the Companies Act 2013 and the rules made thereunder.

The Company has adopted the provisions of the Companies Act 2013 and SEBI (LODR)Regulations 2015 relating to the appointment and tenure of Independent Directors. TheCompany's Remuneration Policy for Directors Key Managerial Personnel and SeniorManagement Personnel is contained in



In accordance with the Articles of Association of the Company and the provisions ofSection 152(6)(e) of the Companies Act 2013 Mr. M. R. Jaishankar (DIN: 00191267)Chairman & Managing Director of the Company will retire by rotation at the ensuingAnnual General Meeting and being eligible offers himself for reappointment.

Mr. M. R. Jaishankar (DIN: 00191267) Chairman & Managing Director and Ms. GithaShankar (DIN 01612882) Whlole-time Director have been reappointed to their respectiveposition for further period of five years with effect from April 1 2017.

The Notice convening the Annual General Meeting includes the proposals for there-appointment of the Directors Brief resume of the Directors proposed to be appointed/re-appointed nature of their expertise in specific functional areas and names of theCompanies in which they hold directorship/ membership/ chairmanship of the Board orCommittees as stipulated under SEBI (LODR) Regulations 2015 have been provided as anannexure to the Notice convening the Twenty Second Annual General Meeting. None of theDirectors of the Company are disqualified under Section 164(2) of the Companies Act 2013.


The Independent Directors of the Company have provided 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 SEBI (LODR)Regulations 2015.


The Board conducted an evaluation of itself & its Committees based on identifiedcriteria and framework pursuant to the provisions of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The Board evaluatedand assessed the performance and potential of each Director. In a separate meeting ofindependent directors performance of non-independent directors performance of the boardas a whole and the performance of the Chairman was evaluated taking into account theviews of executive directors and non-executive directors. The same was discussed in theboard meeting that followed the meeting of independent directors at which the performanceof the board its committees and individual directors was also discussed. Performanceevaluation of the independent directors done by the entire board excluding the independentdirector being evaluated. The SEBI has issued the guidance note on January 5 2017 onBoard Evaluation based on guidelines Independent Directors also reviewed the qualitycontent and timelines of the flow of information between the management and the Board andits Committees which is necessary to effectively and reasonably perform and dischargetheir duties.


The Board of Directors hereby confirms that:

a) in the preparation of the annual financial statements for the year ended March 312017 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

b) the Directors had 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 the financial year and ofthe profit of the Company for that period;

c) the Directors had 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 annual financial statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively;

f) there are proper systems to ensure compliance with the provisions of all applicablelaws were in place and were adequate and operating effectively.


Mr. M. R. Jaishankar Chairman & Managing Director Mr. Suresh K Chief FinancialOfficer and Mr. P. Om Prakash Company Secretary & Compliance Officer are the KeyManagerial Personnel in accordance with the provisions of Section 203 of the CompaniesAct 2013. There has been no change in the key managerial personnel during the year.


The particulars as required under Section 197 of the Companies Act 2013 read with Rule5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is contained in Annexure-4. The details of employees who are in receipt ofremuneration exceeding the limits prescribed under Section 134 of the Companies Act 2013read with Rule 5 (2) & 5 (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended as Annexure- 5. In terms of Section 136 (1)of the Companies Act 2013 and the Rules made thereunder the Annual Report is being sentto the shareholders and others entitled thereto excluding the aforesaid annexure. Anyshareholder interested in obtaining the same may write to the Company Secretary.


The members of the Company at the Nineteenth Annual General Meeting held on August 52014 approved the appointment of Messers S. R. Batliboi & Associates LLPChartered Accountants (Firm Registration Number 101049W) as the Statutory Auditors of theCompany for a period of 5 years till the conclusion of Twenty Fourth Annual GeneralMeeting which is subject to annual ratification by the members of the Company in terms ofSection 139 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules2014.

The resolution relating to annual ratification of statutory auditors appointment ispart of the notice of the Twenty Second Annual General Meeting. Members may ratify theappointment of Messers S. R. Batliboi & Associates LLP Chartered Accountants as theStatutory Auditors of the Company for the financial year 2017-18.

There are no qualifications or adverse remarks in the Statutory Auditors' Report forthe financial statements for the year ended March 31 2017 which require any explanationfrom the Board of DirectoRs.


The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India relating to Board Meetings and Annual General Meetings.


Pursuant to provisions of the Companies Act 2013 the Board of Directors of theCompany have appointed Mr. K Rajshekar Practicing Company Secretary (CP No.2468) toconduct the Secretarial Audit for the financial year 2016-17 and his Report on Company'sSecretarial Audit is appended as Annexure-6 to this Report. Secretarial AuditorsObservation and Directors explanation thereto:

In respect of prior intimation under Regulation 29(1)(d)(2) & intimation underRegulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 for the Board Meeting held on May 16 2016.

The Board of Directors of the Company in their meeting held on May 16 2016 passed anenabling resolution subject to approval of shareholders in a general meeting for raisingof capital upto Rs. 500 Crores through various means including preferential issuequalified institutional placement rights issue etc. at an appropriate time. Theshareholders of the Company in the twenty first annual general meeting approved thepassing of this enabling resolution to raise equity at the appropriate time by theCompany. The same was communicated to the Stock exchanges as part of the proceedings ofthe annual general meeting and uploaded on the website of the Company The Board ofDirectors of the Company in their meeting held April 25 2017 approved specifically theraising of funds up to Rs. 500 Crores through qualified institutional placement based onthe authorisation provided by the shareholders. The Company had provided advanceintimation under Regulation 29(1)(d) (2) and outcome of the meeting within the time limitsstipulated under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Hence there was no intention on the part of the Company to deviate fromSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015


The Board of Directors of the Company have appointed M/s GNV & AssociatesCost Accountants (Firm Regn No. 000150) as Cost Auditors of the Company for the financialyear 2016–17 at a fee of

Rs. 1.25 Lakhs plus applicable taxes and out of pocket expenses subject to theratification of the said fees by the Shareholders at the Annual General Meeting of theCompany pursuant to provisions of Section 148 of the Companies Act 2013.


The Management's Discussion and Analysis Report for the year under review asstipulated under SEBI (LODR) Regulations 2015 is forming part of the Report.


The Company is committed to maintaining the highest standards of Corporate Governance.A detailed report on Corporate Governance pursuant to Schedule V(C) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forms part of the AnnualReport. The certificate issued by Ms. Aarthi G. Krishna Practicing Company Secretary (CPNo.5645) affirming compliance with the various conditions of Corporate Governance isattached to the report on Corporate Governance.


The details of loans given investments made securities provided and guarantees givenare provided in note 6 and 7 forming part of the standalone financial statements.


All transactions entered into during the financial year 2016-2017 with related partieswere in the ordinary course of business and on arm's length basis and with the priorapproval of the Audit Committee. The Company has formulated a policy on Related PartyTransactions which is available on the website of the Company at

During the year the Company has not entered in to any contract/ arrangement/transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions.

Transactions with related parties during the year are listed out in note 33 formingpart of the standalone financial statements.


The Company has adequate internal financial control systems in place with reference tothe financial statements. During the year under review these controls were evaluated andno significant weakness was identified either in the design or operation of the controls.


As required under Regulation 21 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has constituted a Risk Management Committeeconsisting of Executive Director Non-Executive Director and an Independent Directors toidentify and assess business risks and opportunities. The Risk Management Committeeidentifies the risks at both enterprise level as well as at the project level. Thebusiness risks identified are reviewed by the Risk Management Committee and a detailedaction plan to mitigate identified risks is drawn up and its implementation monitored. Thekey risks and mitigation actions will also be placed before the Audit Committee of theCompany.


A Corporate Social Responsibility (CSR) Committee has been constituted in accordancewith the provisions of Section 135 of the Companies Act 2013. The details of theconstitution of the Committee scope and functions are listed out in the CorporateGovernance Report annexed to this Report.

The disclosures as required under Section 135 of the Companies Act 2013 read with Rule8(1) of the Companies (Corporate Social Responsibility Policy) Rules 2014 is appended as Annexure7 to this Report.


The Company has established a vigil mechanism for Directors and Employees to reporttheir genuine concerns illegal unethical behaviour suspected fraud or violation oflaws rules and regulation or conduct to the Ethics Committee members and the Chairman ofthe Audit Committee. The details of which have been given in the Corporate GovernanceReport forming part of this Annual Report.


In terms of Section 92 (3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 the extract of the Annual Return of theCompany for the financial year 2016-17 in Form No. MGT-9 is appended as Annexure-8 tothis Report.


Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the declaration signed by the Chairman and Managing Director affirming compliance of theCode of Conduct by the Directors and senior management personnel of the Company for thefinancial year 2016-17 is annexed and forms part of the Corporate Governance Report.


The particulars in respect of conservation of energy technology absorption and foreignexchange earnings & outgo as required under Section 134(3)(m) of the Companies Act2013 read with Companies (Accounts) Rules 2014 is appended as an Annexure-9 tothis report.


The Company has a total workforce of 658 as on March 31 2017. The Company believesthat only way it can excel is by empowering its people and consistently providingopportunities to learn and grow. Our Learning & Development process for employees isfocused on supporting high performance through various approaches driven comprehensivelyby HR Business Excellence QA/QC Safety & Technical training teams. The Company aimsto contribute to the overall development of its employees through extensive training &motivational programmes. The Board of Directors would like to express their appreciationto employees for their sincerity hard work dedication and commitment.

As part of the policy for Prevention of Sexual Harassment in the organization theCompany has in place a Committee called "Complaints Redressal Committee'' forprevention and redressal of complaints on sexual harassment of women at work place inaccordance with the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and relevant rules thereunder. During the period under review nocomplaints were received by the Committee.


Among the significant awards Brigade Group has received in 2016-17 are:

• Brigade Cosmopolis won the Best Residential Project in Bangalore in the Luxurysegment at the 11th CNBC Awaaz Awards 2016.

• Brigade at No. 7 won the Best Residential Project in Hyderabad in the UltraLuxury segment at the 11th CNBC Awaaz Awards 2016.

• Brigade Group won the Integrated Township of the Year South and Developer of theYear- Mixed Use at the Estate Awards 2017.

• Brigade Group has been Ranked No. 1 in the Real Estate Industry and No. 39across all Industries in India as India's Great Companies to Work for 2016 by Great Placeto work Institute and the Economic Times.

• Orion East Mall won "Retail Property of the Year-South" at the 5thIndian Retail & e-Retail Awards 2016.

• Brigade Exotica received the ‘Best Design Apartment Project of the Year– East Bangalore' award at the SiliconIndia Bangalore Real Estate Awards 2016.

• Brigade Group received India's Top Builders 2016 Award at CWAB Awards.

• Brigade Group won the 1st Runner Up for the South Region in theCII-National Excellence Practice Competition-2016.

• Brigade Group scored a Hat-Trick at the 6th Annual Construction WeekIndia Awards 2016 – Mr. M.R. Jaishankar won the Real Estate Person of the Year AwardMs. Nirupa Shankar Won the - Young Entrepreneur of the year Award and Brigade Exotica wonthe Runners Up Award in the High Rise Building Category.

• Orion Mall won 3 Awards at the Times Retail Icon Awards Bangalore 2016 –Emerging Mall – Orion East Best Marketing & Promotion – Orion Mall @Brigade Gateway and Best CSR Activities – Orion Mall @ Brigade Gateway.

• Aspen @ Brigade Orchards Won the ICI (BC) Birla Super Jury Appreciation Awardfor Outstanding Concrete Structure of Karnataka 2016 in the Building Category.

• Mr. M.R Jaishankar was recognised as a Professional Developer par Excellence byAssociation of Consulting Civil Engineers (India) Bangalore Centre for his Contributionsto the Society at REDECON 2016.

• Brigade won 2 Awards at the Realty Plus Excellence Awards (South) 2016 –Developer of the year – Commercial for Nalapad Brigade Centre & CSR Initiativesof the Year for the Redevelopment of Sitharampalya Lake.

• Mr. M.R. Jaishankar has been recognised as one of India's Best CEO's and rankedin the Top 100 CEO's by Business Today – PwC in the Annual ranking of India's BestCEO's 2016.

• Brigade Orchards won the Order of Merit Award at the Businessworld Smart CitiesConclave & Awards.

• Orion Mall won the Retail Property of the Year South at the Estate Awards 2017.

• Nirupa Shankar Director - Brigade Hospitality won the ‘Restaurant owner ofthe Year' award and Saurabh Bakshi General Manager - Sheraton Grand Bangalore won the‘General Manager of the Year' award at the Hospitality Leaders' Industry ChoiceAwards (HLICA) at the 7th edition of the Hotelier Summit India.

• Mr. Vishal Mirchandani CEO Retail & Commercial won the IMAGES Most AdmiredShopping Centre Professional of the year Award.


All important information such as financial results investor presentations pressreleases new launches and project updates are made available on the Company's on a regular basis.


There were no significant or material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year till the date of thisreport.

There is no change in the nature of the business of the Company. There are nodifferential voting rights shares issued by the Company. Neither the Managing Director northe Wholetime Director have received any remuneration or commission from any of thesubsidiaries joint ventures or associates.

There were no sweat equity shares issued by the Company.


The Directors wish to place on record their appreciation and sincere thanks to all thestakeholders for the continued support and patronage. We look forward to your continuedsupport and co-operation in the way forward.

By order of the Board
For Brigade Enterprises Limited
Place: Bangalore M. R. Jaishankar
Date: May 22 2017 Chairman and Managing Director