CORPORATE INFORMATION

Transcription

1 SCALING NEW HEIGHTS A n n u a l R e p o r t

2 CORPORATE INFORMATION BOARD OF DIRECTORS Mr. M. R. Jaishankar Chairman & Managing Director Ms. Githa Shankar Wholetime Director Mr. P. M. Thampi Independent Director Mr. M. R. Shivram Non-Executive Director STATUTORY AUDITORS M/s. Narayanan, Patil & Ramesh Chartered Accountants 54/1, 1st Main Road Sheshadripuram Bangalore REGISTRAR & SHARE TRANSFER AGENTS M/s. Karvy Computershare Pvt Ltd, Plot Nos. 17 to 24, Vittairao Nagar. Madhapur, Hyderabad Telephone No.: to 24 Fax No.: Id: Mr. M. R. Gurumurthy Non-Executive Director Mr. P. V. Maiya Independent Director Dr. Anumolu Ramakrishna Independent Director Dr. K. R. S. Murthy Independent Director INTERNAL AUDITORS Grant Thorton, Wings, First Floor, 16/1, Cambridge Road, Halasuru, Bengaluru , India REGISTERED OFFICE Penthouse, Brigade Towers, 135, Brigade Road, Bangalore Id: COMPANY SECRETARY Mr. P. Om Prakash PRINCIPAL BANKERS Corporation Bank State Bank of India EQUITY SHARES LISTED AT National Stock Exchange of India Ltd (NSE) Bombay Stock Exchange of India Ltd (BSE) CORPORATE OFFICE Hulkul Brigade Centre, 3rd Floor, Lavelle Road, Bangalore Telephone No: Fax No.: CONTENTS AGM Notice 05 Directors Report 12 Corporate Governance Report 20 Auditors Report 29 Balance Sheet 32 Profit and Loss Account 33 Cash Flow Statement 34 Schedules Forming Part of Balance Sheet 36 Schedules Forming Part of Profit and Loss Account 41 Schedule For Notes to Accounts 43 Consolidated Financial Statements 54

3 THANKFULLY, THE ECONOMIC RECESSION OF 2008 WAS SHORT-LIVED THAN EARLIER FEARS OF IT GETTING INTO A DEPRESSION MODE. AUTOMOBILE SECTOR LED THE RECOVERY, INDICATING THE CONFIDENCE OF THE INDIAN CONSUMER. SERVICES SECTOR LEADER SOFTWARE, DID NOT GET AFFECTED TOO BADLY AS FEARED, THEREBY HAVING A POSITIVE IMPACT ON THE REAL ESTATE BUSINESS. Though the residential segment started improving in the 2nd half of , the growth remained more or less flat for rest of the year (except in Mumbai and NCR markets). Office & IT space segment is yet to improve as the surplus space is still in the process of absorption. A lot depends on how soon the U.S. economy recovers fully and the extent of damage Euro crisis can have on Indian business. While Retail segment is beginning to gain confidence, Hospitality business has bounced back with improved inflow of business visitors. All these developments should auger well for a better performance of Indian Economy, in particular real estate sector in While India s GDP growth of 7.5% in 2009, is commendable, our country is yet to catch up with the neighbouring big brother China, whose growth and development is nothing short of a miracle. Although, we have similar potential, our governing systems have kept us atleast years behind China s economic development. It is important to catch up quickly from the point of national safety and maintaining regional balance of power. CMD S MESSAGE While Central Government programs like JNNURM is beginning to make substantial impact on the urban infrastructure in many cities, some programs like NREGA (National Rural Employment Guarantee Act), although laudable, is affecting movement/availability of migratory labour in a major way. NREGA, sort of encourages inefficiency by guarantying 100 days pay with or without work! Construction Industry, particularly in South India, depends a lot on North Indian migratory labour. It is time Indian Construction Industry adopts modern construction methods and absorbs technology to hasten the completion of projects in a shorter time span. Many of the Company s projects that were in progress in the previous year have been completed in Our two mega projects Brigade Gateway and Brigade Metropolis are substantially complete with the remaining work/buildings in the process of getting completed in the current financial year. Having completed since inception, more than 100 buildings and 20 million square feet of saleable area, the company is now gearing up to launch 8-10 million square feet of new projects in the coming months. Our 126 unit serviced apartments Mercure Homestead Residences launched last year has posted commendable performance in a very short time. Apart from receiving 5-star category status, the property was awarded by HVS as the Best New Property in South Asia in the Serviced Apartment Category, resulting in rebranding the property as Grand Mercure in line with French major hotel operator Accor s standards. It was also gratifying to be recognized again as one of the Top 10 Builders in the country by the reputed Construction World, and also as Regional Developer of the South by Realty Plus. M. R. JAISHANKAR Chairman & Managing Director 01

4 BRIGADE METROPOLIS RESIDENTIAL THE CONCEPT OF INTEGRATED ENCLAVES IS GAINING POPULARITY AS THEY COMBINE RESIDENTIAL, BUSINESS, SOCIAL, COMMERCIAL SPACES AND ENCOURAGE THE CITY TO GROW IN A SUSTAINABLE MANNER. THEY CREATE NEW POCKETS OF URBAN ACTIVITY, THEREBY HELPING TO DECONGEST THE CITY. Brigade introduced Bangalore to a luxury called enclave 15 years ago with Brigade Residency. We are in the process of completing two large enclave projects of 40 acres each : Brigade Metropolis at Whitefield and Brigade Gateway at Malleshwaram - Rajajinagar. Our foray into Value homes through an expression of interest campaign has elicited positive response from prospective customers. We will be launching Villa projects in Bangalore and Mysore and a 120 acre mixed used enclave at Devanahalli, Bangalore. Going by the track record over the last two decades, the Group is certain to scale newer heights to the delight of our stakeholders. COMMERCIAL BRIGADE GROUP HAS ALWAYS BEEN A LEADER IN COMING UP WITH STATE- OF-THE-ART COMMERCIAL LANDMARKS. BRIGADE TOWERS, THE GROUP S FIRST PROJECT IN 1986 WAS THE TALLEST BUILDING CONSTRUCTED BY ANY PRIVATE DEVELOPER IN BANGALORE THEN. BRIGADE RUBIX Brigade Group s commercial projects are essentially geared to meet the needs of its clientele looking for innovative and efficient designs, energy saving features and state-of-the-art technologies without compromising on the aesthetics. Located in prime business locations, these projects are built to suit corporate requirements. Over the years, we have created distinctive landmarks on the skyline of Bangalore and the latest additions are North Star at Brigade Gateway & Summit at Brigade Metropolis Whitefield. Upcoming projects include Rubix near HMT layout, Bhuwalka ICON & Brigade IRV Centre at Whitefield. Brigade Group is also coming up with SEZ developments in Mangalore and Kochi, and has land banks in strategic locations in Bangalore for built-to-suit developments.

5 BRIGADE VANTAGE RETAIL The retail facilities we create are designed to generate footfalls and function as consumer magnets. OUR RETAIL PROJECTS ARE STRATEGICALLY LOCATED WITH CONVENIENT ACCESS, IMAGINATIVE ARCHITECTURAL PLANNING, EXCELLENT INFRASTRUCTURAL FACILITIES AND A WINNING MIX OF RETAIL OUTLETS. Our first lifestyle mall - Orion at Gateway is ingeniously designed to meet massive footfalls and incorporates free flowing space. The customer experience and needs have been keenly addressed with plenty of indoor and outdoor seating, water features to enhance the experience and an amphitheatre. The group also plans to offer similar retail experiences in various parts of Bangalore, Mysore and Chennai. HOSPITALITY BANGALORE S HOSPITALITY SEGMENT HAS EXPANDED CONSIDERABLY OVER THE LAST FEW YEARS. STAR HOTELS, SERVICED APARTMENTS AND TRANSIT FLATS HAVE GROWN IN THEIR DEMAND. BRIGADE HOSPITALITY SERVICES LIMITED (BHSL), OUR WHOLLY-OWNED SUBSIDIARY CATERS TO THIS SEGMENT AND PROFESSIONALLY MANAGES SERVICED RESIDENCES, CLUBS AND CONVENTION CENTRES. SHERATON BANGALORE We are pioneers of the serviced apartment concept in Bangalore under the brand name Homestead. In April 2009, Brigade Group launched Mercure Homestead Residences in collaboration with the French hospitality giant Accor, creating the city s first co-branded serviced residences project. Brigade Hospitality also runs the MLR Convention Centre, Woodrose and Augusta Clubs at J.P. Nagar, Bangalore. We will soon be launching our second MLR Convention Centre in Whitefield, Bangalore Sheraton - Mysore, Holiday Inn - Chennai and Holiday Inn - near International Airport, Bangalore.

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7 NOTICE Notice is hereby given that the fifteenth Annual General Meeting of Brigade Enterprises Limited will be held at MLR Convention Centre, Brigade Millennium Campus, 7th Phase, J. P. Nagar, Bangalore , on Friday, 23rd July, 2010, at a.m. to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt Audited Balance Sheet and Audited Profit & Loss Account for the Financial Year ended 31st March, 2010, and the reports of Directors and Auditors thereon. 2. To declare Dividend. 3. To appoint a Director in place of Mr. P. V. Maiya, who retires by rotation and being eligible, offers himself for re-appointment. 4. To appoint a Director in place of Mr. P. M. Thampi, who retires by rotation and being eligible, offers himself for re-appointment. 5. To appoint Statutory Auditors of the Company for the period commencing from the conclusion of this Meeting until the conclusion of the next Annual General Meeting, at a remuneration to be fixed by the Board of Directors in consultation with the Auditors. SPECIAL BUSINESS 6. To consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution. RESOLVED THAT Dr. K. R. Srinivas Murthy who was appointed as an Additional Director under Section 260 of the Companies Act, 1956, and who holds office upto the date of the ensuing Annual General Meeting of the Company and in respect of whom notice under Section 257 of the Companies Act, 1956, has been received from a member signifying his intention to propose Dr. K. R. Srinivas Murthy as a Candidate for the office of Director of the Company be and is hereby appointed as a Director of the Company, liable to retire by rotation. 7. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of 81(1A) and other applicable provisions, if any, of the Companies Act, 1956 (including any amendments thereto or re-enactment thereof,) (the Act ) the provisions of the Foreign Exchange Management Act, 2000, as amended, the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (through Depository Receipt Mechanism) Scheme, 1993, (including any amendment thereto), Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, (including any amendment thereto), Foreign Exchange Management (Transfer or Issue of any Foreign Security) Regulations, 2004 (including any amendment thereto), Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended ( SEBI ICDR Regulations ) and in accordance with the rules, regulations, guidelines, notifications, circulars and clarifications issued thereon from time to time by Government of India ( GOI ), the Reserve Bank of India ( RBI ), the Securities and Exchange Board of India ( SEBI ) and/or any other competent authorities (including any amendment thereto or re-enactment thereof for the time being in force) and the enabling provisions of the Memorandum and Articles of Association of the Company, the Listing Agreements entered into by the Company with the stock exchanges on which the Company s shares are listed and subject to necessary approvals, permissions, consents and sanctions of financial institutions, lenders, statutory and other appropriate and/or relevant/ concerned authorities and subject to such conditions and modifications as may be prescribed by any of them while granting such approvals, permissions, consents and sanctions and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the Board, which term shall include any committee thereof), consent of the Company be and is hereby accorded to the Board to create, offer, issue and allot (including with provisions for reservation on firm and/or competitive basis, of such part of issue and for such categories of persons including employees of the Company as may be permitted), equity shares and/or Global Depository Shares (GDSs) and/or Global Depository Receipts (GDRs) and/ or securities convertible into equity shares, and/or American Depository Receipts (ADRs) and/or Foreign Currency Convertible Bonds (FCCBs) representing Equity Shares and/or Debentures or Bonds convertible into Equity shares whether fully or partly and whether compulsorily or at the option of the Company or the holders thereof and/or any security linked to equity shares and/or Preference Shares whether cumulative/ 5

8 NOTICE 6 fully convertible and/or all or any of the aforesaid securities with or without detachable or non-detachable warrants, as the Company may be advised (all of which are hereinafter collectively referred to as Securities ) or any combination thereof, whether secured by way of charge on the assets of the company or unsecured as may be decided by the Board, in one or more tranches, of public and/or private offerings and/or qualified institutional placement and/or on preferential allotment basis or any combination thereof through issue of prospectus and/or placement document and/or other permissible/requisite offer document, to eligible resident or non-resident/ foreign investors (whether institutions and/or incorporated bodies and/or individuals and/or trusts and/or otherwise)/ Foreign Institutional Investors (FlIs)/ Qualified Institutional Buyers (QIBs)/ Foreign Corporate Bodies (FCBs)/ Foreign Companies/ Mutual Funds/ Pension Funds/ Venture Capital Funds/ Banks; Indian or of foreign origin and such other persons or entities, including the general public whether or not such investors are members of the Company, to all or any of them, jointly or severally to be subscribed in Indian and/or Foreign currency(ies) through prospectus, offering letter, circular, memorandum and/or through any other mode as may be deemed appropriate by the Board (collectively called the Investors ) up to an amount not exceeding Rs.750 crores including any premium and Green Shoe Option attached thereto, inclusive of such premium as may be determined by the Board, at such time or times, at such price or prices, at a discount or premium to market price or prices in such manner and on such terms and conditions including face value, rate of interest, redemption period, manner of redemption, amount of premium on redemption/ prepayment, number of further equity shares, to be allotted on conversion/ redemption/ extinguishment of debt(s), exercise of rights attached to the warrants, the ratio of exchange of shares and/or warrants and/or any other financial instrument, period of conversion, fixing of record date or book closure and all other related or incidental matters as the Board may in its absolute discretion think fit including the discretion to determine the categories of Investors to whom the offer, issue and allotment shall be made to the exclusion of other categories of Investors at the time of such offer, issue and allotment considering the prevailing market conditions and other relevant factors and decide in consultation with the appropriate authority(ies), the merchant banker(s) and/or book runners) and for lead manager(s) and/or underwriters) and/or advisor(s) and/or trustees) and/or such other person(s), but without requiring any further approval or consent from the shareholders and also subject to the applicable regulations/ guidelines for the time being in force. RESOLVED FURTHER THAT pursuant to the provisions of Section 81(1A) and other applicable provisions, if any, of the Act the provisions of Chapter VIII of the SEBI ICDR Regulations and such other applicable provisions, the Board may at their absolute discretion, issue, offer and allot equity shares/ fully convertible debentures (FCDs)/ partly convertible debentures (PCDs)/ non-convertible debentures (NCDs) with warrants or any securities (other than warrants), which are convertible into or exchangeable with equity for up to the amount of Rs. 750 crores as specified above, to Qualified Institutional Buyers (as defined by the SEBI ICDR Regulations) pursuant to a qualified institutional placement, in accordance with the provisions of Chapter VIII of the SEBI ICDR Regulations and the relevant date for the determination of applicable price for the issue of the Securities means the date of the meeting in which the Board of the Company or the Committee of Directors decided to open the proposed issue. Such securities shall be fully paid up and allotment of such securities shall be completed within 12 (twelve) months from the date of the shareholders resolution approving the proposed issue or such other time as may be allowed by SEBI ICDR Regulations from time to time, at such price being not less than the price determined in accordance with the pricing formula of the aforementioned SEBI ICDR Regulations and such Securities shall not be sold for a period of one year from the date of allotment, except on a recognized stock exchange, or except as may be permitted from time to time by the relevant SEBI ICDR Regulations. RESOLVED FURTHER THAT in the event of issue of securities by way of Global Depository Shares (GDSs) and/or Global Depository Receipts (GDRs) and/or securities convertible into equity shares, and/or American Depository Receipts (ADRs) and/or Foreign Currency Convertible Bonds (FCCBs), the relevant date on the basis of which price of resultant shares shall be determined as specified under applicable law, shall be the date of the meeting in which the Board or the Committee of Directors duly authorised by the Board decides to open the proposed issue of securities.

9 NOTICE RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution and any other, issue and allotment of Securities, the Board be and is hereby authorized to take all such action, give directions and to do all such acts, deed and things as may be necessary, desireable or incidental thereto and matters connected therewith including without limitation the entering into of arrangements including arrangements for the Lead Managers, Underwriters, Registrars, Stabilizing Agent, Trustees, Bankers, Advisors and all such agencies as may be involved or concerned in such offerings of Securities and to remunerate them by way of commission, brokerage, fees or the like and also to enter into and execute all such arrangements, agreements, memoranda, documents etc. with such agencies and to seek the listing of such Securities on one or more national and/or international stock exchange(s).and to do all requisite filings with SEBI, the Government of India, the RBI, if required and any other concerned authority in India or outside, and to do all such acts and things as may be necessary and expedient for, and incidental and ancillary to the Issue, and to give such directions that may be necessary or arise in regard to or in connection with any such offer, issue proceeds, as it may, in its absolute discretion, deem fit and any such action, decision or direction of the Board shall be binding on all shareholders. RESOLVED FURTHER THAT the Board and/or an agency or body authorised by the Board may issue or authorise the issue of Depository Receipt(s)/ Share Certificates)/ foreign currency convertible bonds and/or other forms of securities, representing the Securities issued by the Company in registered or bearer form with such features and attributes as are prevalent in Indian and/or International capital markets for instruments of this nature and to provide for the tradability or free transferability thereof, as per the Indian/ International practices and regulations and the recording of any amendment thereto with the United States Securities and Exchange Commission and such other relevant regulatory authority as may be necessary and under the norms and practices prevalent in the Indian/ international markets. RESOLVED FURTHER THAT the Board be and is hereby authorised to issue and allot such number of equity shares as may be required to be issued and allotted upon conversion of any securities or as may be necessary in accordance with the terms of the offering, all such equity shares ranking pari passu with the existing equity shares of the Company in all respects including dividend. RESOLVED FURTHER THAT subject to the applicable laws, such of these Securities to be issued, as are not subscribed, may be disposed off by the Board to such persons and in such manner and on such terms as the Board may in its absolute discretion think most beneficial to the Company, including offering or placing them with resident or non-resident/ foreign investor(s) (whether institutions and/or incorporated bodies and/or individuals and/or trusts and/or otherwise)/ Foreign Institutional investors (Flls)/ Qualified Institutional Buyers (QIBs)/ Foreign Corporate Bodies (FCBs)/ Foreign Companies/ Mutual Funds/ Pension Funds/ Venture Capital Funds/ banks and/or employees and business associates of the Company or such other person(s) or entity(ies) or otherwise, to all or any of them, jointly or severally, whether or not such investors are members of the Company, as the Board may in its absolute discretion decide. RESOLVED FURTHER THAT the Board be and is hereby authorized to form a committee of Directors to give effect to the aforesaid resolutions and is authorised to take such steps and to do all such acts, deeds, matters and things and accept any alterations or modification(s) as they may deem fit and proper and give such directions as may be necessary to settle any question or difficulty that may arise in regard to issue and allotment of equity shares including but not limited to : (a) Approving the offer document and filing the same with any other authority or persons as may be required; (b) Approving the issue price, the number of equity shares to be allotted, the basis of allocation and allotment of equity shares; (c) Arranging the delivery and execution of all contracts, agreements and all other documents, deeds, and instruments as may be required or desirable in connection with the issue of equity shares by the Company; (d) opening a separate special account with a scheduled bank to receive monies in respect of the issue of the equity shares of the Company; 7

10 NOTICE 8 (e) (f) Making applications for listing of the equity shares of the Company on one or more stock exchange(s) and to execute and to deliver or arrange the delivery of the listing agreement(s) or equivalent documentation to the concerned stock exchange(s); Finalization of the allotment of the securities on the basis of the bids received; (g) Finalization of and arrangement for the submission of the placement document(s) and any amendments supplements thereto, with any applicable government and regulatory authorities, institutions or bodies as may be required; (h) Approval of the preliminary and final placement document (including amending, varying or modifying the same, as may be considered desirable or expedient) as finalized in consultation with the Lead Managers/ Underwriters/ Advisors in accordance with all applicable laws, rules, regulations and guidelines; (i) (j) Finalization of the basis of allotment in the event of over-subscription; Acceptance and appropriation of the proceeds of the issue of the Securities; (k) Authorization of the maintenance of a register of holders of the Securities; (l) Authorization of any director or directors of the Company or other officer or officers of the Company, including by the grant of power of attorneys, to do such acts, deeds and things as authorized person in its absolute discretion may deem necessary or desirable in connection with the issue and allotment of the Securities; (m) Seeking, if required, the consent of the Company s lenders, parties with whom the Company has entered into various commercial and other agreements, all concerned government and regulatory authorities in India, and any other consents that may be required in connection with the issue and allotment of the Securities; (n) Seeking the listing of the Securities on any recognized stock exchange, submitting the listing application to such stock exchange and taking all actions that may be necessary in connection with obtaining such listing; (o) Giving or authorizing the giving by concerned persons of such declarations, affidavits, certificates, consents and authorities as may be required from time to time; and (p) Deciding the pricing and terms of the Securities, and all other related matters. RESOLVED FURTHER THAT for the purpose of giving effect to the above resolutions, the Board be and is hereby authorized to agree to and make and accept such conditions, modifications and alterations stipulated by any of the relevant authorities while according approvals, consents or permissions to the issue as may be considered necessary, proper and expedient and to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary or desirable for such purpose, including without limitation the entering into of underwriting, marketing, depository, custodian and trustee arrangements and with power on behalf of the Company to settle any questions, difficulties or doubts that may arise in regard to any such issue(s)/ offer(s) or allotment(s) or otherwise and utilisation of the issue proceeds and/or otherwise to alter or modify the terms of issue, if any, as it may in its absolute discretion deem fit and proper without being required to seek any further consent or approval of the Company to the end and intent and the Company shall be deemed to have given its approval thereto expressly by the authority of this resolution. RESOLVED FURTHER THAT the Board or any director(s) or any officer(s) of the Company designated by the Board be and is / are hereby authorised on behalf of the Company to do such acts, deeds, matters and things as it / they may at its / their discretion deem necessary or desirable for such purpose, including without limitation, if required, filing a Registration Statement and other relevant documents with United States Securities and Exchange Commission, or such other regulatory authority as may be necessary for listing the Securities on the Luxembourg Stock Exchange and/or New York Stock Exchange ( NYSE ) and/or NASDAQ and/or London Stock Exchange and/or Singapore Exchange Securities Trading Limited and/or, such other international stock exchanges and the entering into of

11 depository arrangements in regard to any such issue or allotment as it/ they may in its/ their absolute discretion deem fit. RESOLVED FURTHER THAT pursuant to Sec.293 (1) (a) and other applicable provisions of the Companies Act, 1956, the Board be and is hereby authorised to secure, if deemed fit and relevant, the entire or any part of the Securities together with interest, costs, charges and other amounts payable in respect thereof by creation of mortgage/ charge on the whole or part of the Company s immovable and/or movable properties/ undertakings, present and/or future with such ranking and other terms as may be decided by the Board and for that purpose to accept such terms and conditions and to execute such documents and writings as the Board may consider necessary or proper. RESOLVED FURTHER THAT the Board be and is hereby authorized to accept any modifications in the proposal as may be required by the authorities involved in such issues but subject to such conditions as the SEBI/ GOI/ RBI or such other appropriate authority, may impose at the time of their approval and as agreed to by the Board. RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any committee of Directors or Managing Director or any Director or any other officer or officers of the Company to give effect to the aforesaid resolutions. 2. Proxies, in order to be effective, must be received at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting. 3. Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956, relating to Special Business to be transacted at the meeting is annexed hereto and forms part of the Notice. 4. The Register of Members and Share Transfer Books will be closed from Friday, 15th July, 2010 to Friday, 23rd July, (both days inclusive). 5. Members are requested to send all communications relating to Shares to our Share Transfer Agents at the following address: Karvy Computershare Private Limited Plot Nos. 17 to 24 Vittalrao Nagar, Madhapur, Hyderabad Telephone No. : to 24 Fax No. : svraju@karvy.com 6. Members are requested to send their queries in regard to the Accounts at least 10 days in advance to the Registered Office of the Company. 7. Members / Proxies are requested to bring the attendance slips duly filled in and their copies of the Annual Report to the Meeting. NOTES: RESOLVED FURTHER THAT the acts, deeds and thing already done by the Board or any designated officer of the Company in this regard be and are hereby confirmed, approved and ratified. Place : Bangalore Date : 17th June, 2010 By Order of the Board For Brigade Enterprises Limited P. Om Prakash Company Secretary 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. Registered Office: Penthouse, Brigade Towers, 135, Brigade Road, Bangalore

12 ANNEXURE TO NOTICE 10 Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 Item No. 6: Dr. K. R. Srinivas Murthy was appointed as an Additional Director of the Company on 28th October, 2009, by the Board of Directors of the Company. According to the provisions of Section 260 of the Companies Act, 1956, he holds office as Director only upto the date of the ensuing Annual General Meeting. As required by Section 257 of the Act, a notice has been received from a member signifying his intention to propose appointment of Dr. K. R. Srinivas Murthy as a Director. Approval of the members is sought for the appointment of Dr. K. R. Srinivas Murthy as a Director liable to retire by rotation. Dr. K. R. Srinivas Murthy is a Gold Medalist from Mysore University. He graduated with Masters in Statistics from Mysore University in 1958 and worked in industry for nearly a decade, before he obtained a Masters in Management from Sloan School of Management, M.I.T., and a Doctorate in Business Administration from the Harvard Business School, Boston, U.S.A. In 1974 he joined the Indian Institute of Management, Ahmedabad, as Professor of Business Policy and taught in the Post Graduate, Executive Development, Doctoral and Faculty Development Programmes, besides being active in administrative activities such as the Fellow Programme in Management. He was a Director of the Institute of Rural Management Anand in From 1991 to 1997, Dr. K. R. Srinivas Murthy was a Director of the Indian Institute of Management Bangalore. He was a member of the Disinvestment Commission of the Government of India. From 2000 to 2006, he was honorary chairman of the Board for Information Technology Education Standards, a society registered by the Government of Karnataka, in association with industry and academia, to promote the quality of education in information technology. Dr. Murthy is currently on the Boards of Directors CMC Ltd., National Stock Exchange of India Ltd., and Himatsingka Seide Ltd. He was earlier a Director on the Boards of Life Insurance Corporation of India Ltd., and Oil & Natural Gas Corporation Ltd. The Board recommends the resolution set out at Item No. 6 of the Notice for your approval. None of the Directors, expect Dr. K. R. Srinivas Murthy, is concerned or interested in the resolution. Item No. 7: Your Company is proposing to increase its share capital base by infusion of additional equity to fund construction cost of ongoing and new projects, acquisition of land, repayment of debts, augmentation of working capital, investment opportunities, and for other general corporate purposes. The infusion would be either further equity capital or such other security which would be later on converted into equity or give right to the holders of the securities to subscribe to the equity capital at a later date. The capital raising options would further strengthen the financial position of the Company. Your Company is proposing to create, offer, issue, and allot equity shares at such price, at a discount or premium to market price or prices in such manner and on such terms and conditions including security, rate of interest, etc., as may be deemed appropriate by the Board at its absolute discretion including the discretion to determine the categories & combination of Investors to whom the offer, issue and allotment shall be made at the time of such offer, issue and allotment considering the prevailing market conditions and other relevant factors and wherever necessary in consultation with lead managers, either in foreign currency or equivalent Indian Rupees inclusive of such premium as may be determined by the Board, in any convertible foreign currency, as the Board at its absolute discretion may deem fit and appropriate. The Company intends to issue Securities for a value up to Rs. 750 crores in one or more tranches. The Special Resolution also seeks to empower the Board to undertake a Qualified Institutional Placement with Qualified Institutional Buyers as defined by SEBI (Issue of Capital and Disclosure Requirements) Regulation 2009 (SEBI ICDR Regulation) apart from other options of private/ public placements. The Board, may in their discretion adopt this mechanism, as prescribed under Chapter VIII of the SEBI ICDR Regulations & SEBI (Issue of Capital & Disclosure Requirements) Regulations, The pricing of the Securities to be issued to Qualified Institutional Buyers pursuant to Chapter VIII of the SEBI ICDR Regulations shall be freely determined subject to such price not being less than the price calculated in accordance with Chapter VIII of the SEBI ICDR Regulations. The pricing of the Securities in other mode of placements would be as per applicable statutory provisions. The Special Resolution seeks to give the Board powers to issue Securities in one or more tranche or tranches, at such time or times, at such price or prices and to such person(s) including institutions, incorporated bodies and/or individuals or otherwise as the Board in its absolute discretion deem fit. The detailed terms and conditions for the offer will be determined by the Board in consultation with the advisors, lead managers, underwriters and such other authority or authorities as may be required to be consulted by the Company considering the prevailing market conditions and in accordance with the applicable provisions of law, and other relevant factors. As and when the Board does take a decision on matters on which it has the discretion, necessary disclosures will be made to the stock exchanges under the provisions of the Listing Agreement. Section 81(1A) of the Companies Act, 1956, and the relevant clauses of the Listing Agreement with the Stock Exchanges where the Equity Shares of the Company are listed provides, inter alia, that when it is proposed to increase the issued capital of a Company by allotment of further shares, such

13 ANNEXURE TO NOTICE further shares shall be offered to the existing shareholders of such Company in the manner laid down in Section 81 unless the shareholders in a General Meeting decide otherwise. Since, the Special Resolution proposed in the business of the Notice results in the issue of shares of the Company otherwise than to the shareholders of the Company, consent of the shareholders is being sought pursuant to the provisions of Section 81(1A) and other applicable provisions of the Companies Act, 1956, and the Listing Agreement. The consent of the shareholders is being sought pursuant to the provisions of Section 81(1A) and other applicable provisions of the Companies Act, 1956, and in terms of the provisions of the Listing Agreement executed by the Company with the Stock Exchanges where the Equity Shares of the Company are listed. The Special Resolution, if passed, will have the effect of allowing the Board to issue and allot Securities to the investors who may or may not be the existing shareholders of the Company. None of the Directors of the Company is, in any way, concerned or interested in the Resolution. The Board recommends the Resolution for your approval. By Order of the Board For Brigade Enterprises Limited Place : Bangalore Date : 17th June, 2010 Registered Office: Penthouse, Brigade Towers, 135, Brigade Road, Bangalore P. Om Prakash Company Secretary Details of the Directors seeking appointment/ re-appointment at the 15th Annual General Meeting (Pursuant to Clause 49 of the Listing Agreement) Name of the Director P. V. Maiya P. M. Thampi K. R. Srinivas Murthy Date of Birth 03/09/ /08/ /03/1938 Age (in years) Date of Appointment 06/03/ /11/ /10/2009 Qualification M. A. Economics Honors Graduate in Chemistry, Diploma in Chemical Engg., Fellow of Institution of Chemical Engg. UK, Masters in Management, Doctorate in Business Administration. Chartered Engineer, UK. No. of equity shares 57 held in the Company Expertise in functional areas Directorships held in other Companies Committee positions held in other Companies a) Neuland Labs Ltd. b) Canara Bank 1. He is member of Audit Committee, and Chairman of Remuneration Committee of Neuland Labs Ltd. 2. He is member of Customer Committee and Shareholder Committee of Canara Bank a) HDFC Asset Management Co. Ltd. b) Strides Arcolab Ltd. 1. He is member of Audit and Customer Service Committee, and Chairman of Remuneration Committee of HDFC Asset Management Co. Ltd. 2. He is member of Audit, Remuneration and Management Committee of Strides Arcolab Ltd. a) CMC Ltd. b) NSE Ltd. c) Himatsingka Seide Ltd. 1. He is chairman of Governance Committee and Audit Committee, and member of Shareholder Grievance Committee and Executive Committee of CMC Ltd. 2. He is member Audit Committee and Remuneration Committee of Himatsingka Seide Ltd. 11

14 DIRECTORS REPORT 12 To The Members, Your Directors have pleasure in presenting the Fifteenth Annual Report on business and operations of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, Financial Highlights: Rupees in lakhs Particulars Net Sales and other income 36, , Interest & other Finance charges Depreciation 1, , Profit before tax 4, , Provision for taxation: Current Deferred (754.43) (23.75) (1,733.71) 0.26 Net Profit after Tax 4, , Add: Prior year (expenses) / , income Excess / Short provision IT (58.02) Less: Diminution in value of investment Profit available for appropriation 4, , Earnings Per Share The Net sales of the Company for the financial year stood at Rs.36, lakhs (down by 8.05%). The lower volumes were attributable to not so positive sentiments prevailing during the first half of the financial year. However, on account of better realization the net profit of the Company improved to Rs.4, lakhs (up by 11.45%) during the financial year Dividend: The Board of Directors of the Company has recommended a dividend of Rs (Rupees one and paise twenty) (12%) per equity Share which is subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company. The total payment on account of Dividend (including Dividend Tax) shall be Rs. 1, lakhs. A sum of Rs lakhs has been transferred to the General Reserve. Operational Review & Future: The Indian real estate business has bounced back from its most trying times faced in the latter half of the financial year The residential sector was first to show signs of recovery during the current financial year. The Indian economy is looking much better as compared to other developed economies, it would be matter of time before the demand for commercial office space & retail space improves. Integrated Enclaves The majority of the residential blocks of the two flagship integrated enclave projects of the Company i.e., Brigade Gateway located at Malleshwaram- Rajaji Nagar, North Bangalore and Brigade Metropolis located at Whitefield, East Bangalore are completed and handing over to customers is in progress. The other development including the commercial space in these projects are in the advance stages of completion. The following are the other residential projects completed in the financial : Name of the project No. of Apartments Area in Sq. ft. Location Brigade Courtyard Bangalore Brigade Solitaire Mysore Brigade Citadel Mysore Brigade Odyssey Bangalore Brigade Palmsprings at J. P. Nagar, Bangalore, a joint development residential projects, Brigade Horizon, a joint development residential project at Mysore and Brigade Petunia, a residential project at Banashankari, Bangalore are in an advanced stage of completion Hospitality Domain - Mercure Homstead Residences at Koramangala in Bangalore owned by the Company and managed by Accor group has done commendable business in the first year of its operation. The 230 room Sheraton Bangalore Hotel located at Brigade Gateway is under construction and is expected to commence operations at the end of the current financial year. Special Economic Zones The enabling works like laying of boundary walls has commenced in the Special Economic Zone at Kochi and the architectural design for the Special Economic Zone at Mangalore is in progress. Brigade Value Homes Your Company will be launching a new range of affordable value homes in Bangalore in the financial year Brigade Value

15 DIRECTORS REPORT Homes incorporate the concept of enclave livingwhich incidentally, was pioneered in Bangalore by your Company. The Value Homes will offer amenities like a swimming pool, gymnasium, landscaped outdoor areas, games room and security. Quality Initiatives Your Company has constantly upgraded its standards and scope of activities to have the widest coverage in the industry from ISO 9001:1994 to ISO 9001:2008. Your Company is one of the first to be upgraded to 2008 criteria and to have the largest scope in the Industry. The following projects have been launched by the Company in : Brigade Sparkle at Mysore is a residential project of 2,37,400 sq. ft. which would contain 32 apartments. Brigade Sonata is a joint development residential project of 16 apartments aggregating to 41,470 sq. ft. Brigade Crescent is a residential project of 10 apartments aggregating to 42,460 sq.ft. Brigade Rubix is a commercial project in Bangalore aggregating to 2,20,000 sq. ft. Brigade Vantage is a commercial project in Mysore aggregating to 1,30,000 sq. ft. Brigade Solitaire (Retail) is a retail project in Bangalore of 22,000 sq. ft. The Bhoomi Puja for the following projects were done in the current financial year. These projects will be launched in the next financial year. Mall at Banaswadi, Bangalore,which would aggregate to more than 3,00,000 sq. ft. 120 acres mixed - use landmark project Orchards at Devagiri Farms which is a 50:50 joint venture project with Classic Valmark Private Limited. An integrated value homes (affordable housing) project of around 60 acres at Kaggalipura Village, Kanakapura known as Brigade Meadows. A total of around 8 million square feet of built up area is being launched by the Company. Your Company is very optimistic about the future. It has weathered successfully through testing times and is gearing ahead with its major launches. Utilisation of IPO Proceeds: The funds raised in the Initial Public Offering in December 2007 have been fully utilised as 31st December, The details of the same are as follows: (Rs. in Lakhs) Particulars Amount specified in prospectus Actual Utilisation A) Funds raised * 70, , B) Utlilisation : i) Land 4, , ii) Construction 51, , iii) General Corporate 10, , purposes iv) Issue expenses 3, , C) Unutilised amount invested in Mutual Funds Nil Nil * Post the stabilization period on the Company exercising the Green Shoe Option. The Shareholders of the Company in the 13th Annual General Meeting of the Company held on 27th June, 2008 have given their approval under Section 61 of the Companies Act, 1956 for varying, modifying, altering, including change in deployment of funds raised in the Initial Public Offering in December, Subsidiaries: Brigade Hospitality Services Limited (BHSL) is as a wholly owned subsidiary of the Company and is carrying on the business of running and managing clubs, service residences and convention centres. During the financial year BHSL has registered income from operations amounting of Rs. 3,275 lakhs has turned the corner and Profit after tax of Rs. 75 lakhs. Brigade Estates and Projects Private Limited & Brigade Properties Private Limited are wholly owned Subsidiaries of the Company with main business in the field of real estate development. Brigade Infrastructure & Power Private Limited is a wholly, owned subsidiary with it main object in the field of Infrastructure and power. These Companies are in the process of being fully operational. Brigade Tetrarch Private Limited (BTPL) is also a whollyowned subsidiary of the Company with its main business in the field of sports related activities. This Company owns the Bangalore Brigadiers team which participated in the KPL 13

16 DIRECTORS REPORT 14 T-20 tournament organized by the Karnataka State Cricket Association ( KSCA) in September, During the financial year BTPL has registered income from operations amounting to Rs lakhs and incurred a loss of Rs lakhs. Joint Venture: BCV Developers Private Limited a 50:50 joint venture between the Company and Classic Valmark P. Limited for development of land of 120 acres in Devanahalli, Bangalore. Your Company has 50% representation of the Board of this Company. The master plan of the project has been finalised. This company would become operational in the financial year Consolidated Financial Statements: The Consolidated Financial statements have been prepared by the Company pursuant to Clause 32 of the Listing Agreement entered with the Stock Exchanges. The Consolidated Financial Statement and Auditors Report thereon forms part of the Annual Report. Fixed Deposits: The Company has not accepted any fixed deposits during the year. There are no deposits repaid during the year or any unclaimed deposits with the Company. Management Discussion & Analysis Report: The Management Discussion and Analysis is annexed to this report. Directors: Mr. P. V. Maiya and Mr. P. M. Thampi retire by rotation and being eligible, offer themselves for re-appointment. Dr. K. Kasturirangan, Independent Director resigned from the directorship of the Company with effect from 30th July, 2009 due to his appointment as member of the National Planning Commission, Government of India. Board wishes to place on record their appreciation for the contribution made by him. Dr. K. R. Srinivas Murthy was co-opted on the Board as Additional Director with effect from 28th October, He holds office till the date of the ensuing Annual General Meeting. The Company has received a notice together with deposit, as provided under Section 257 of the Companies Act, 1956, from a shareholder proposing the appointment of Dr. K.R. Srinivas Murthy as a Director liable to retire by rotation. None of the Directors of the Company are disqualified under Section 274(1)(g) of the Companies Act, Auditors: M/s. Narayanan, Patil & Ramesh, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting of the Company and being eligible for re-appointment have offered themselves for reappointment. M/s. Narayanan, Patil & Ramesh, Chartered Accountants have confirmed that the appointment, if made, will be in accordance with the limits prescribed under Section 224(1B) of the Companies Act, Directors Responsibility Statement: As per the provisions of Section 217(2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confirmed that: i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures. ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period. iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv) The Directors have prepared the accounts on a going concern basis. Report on Corporate Governance: A detailed report on Corporate Governance has been included as an attachment to this Report. Particulars of Employees: The details of employees drawing a remuneration aggregating Rs. 24,00,000/- (Rupees twenty four lakhs only) or more per year / Rs. 2,00,000/- (Rupees two lakhs only) or more per month, where employed for a part of the year pursuant to Section 217(2A) of the Companies Act, 1956 is contained in Annexure A to this report. However, having regard to the provisions of Section 219(1)(b)(iv) of