1 7 t h A n n u a l R e p o r t Brahmaputra Infrastructure Limited. Contributing towards nation building

Transcription

1 1 7 t h A n n u a l R e p o r t Brahmaputra Infrastructure Limited Contributing towards nation building

2 BOARD OF DIRECTORS Sanjeev Kumar Prithani Joint Managing Director Sanjay Kumar Mozika Joint Managing Director Rajesh Singh Whole Time Director Om Kumar Independent Director Kuladhar Saharia Independent Director Khushboo Jhuria Independent Director CORPORATE INFORMATION KEY MANAGEMENT PERSONNEL Manoj Kumar Prithani Chief Executive Officer Pankaj Goyal VP Finance & Accounts Vivek Malhotra Company Secretary & Compliance officer REGISTRAR AND SHARE TRANSFER AGENT Link Intime India Private Limited 44, Community Centre, 2nd Floor, Naraina Industrial Area, PhaseII, Near PVR Cinema, New Delhi Phone: / 93 / 94 delhi@linkintime.co.in BRAHMAPUTRA INFRASTRUCTURE LIMITED REGISTERED OFFICE BRAHMAPUTRA HOUSE A7, Mahipalpur (NH 8 Mahipalpur Crossing), New Delhi Phone: (50 Lines) Fax: cs@brahmaputragroup.com Website: Brahmaputra Infrastructure Limited 17 TH ANNUAL GENERAL MEETING CONSORTIUM OF BANKERS Indian Overseas Bank, Leader Allahabad Bank, Member Axis Bank Ltd., Member Corporation Bank, Member HDFC Bank Ltd., Member ICICI Bank Ltd., Member Punjab National Bank, Member State Bank of India, Member Union Bank of India, Member Day : Wednesday Date : 30 th September, 2015 Time : A.M. Venue : Govindam Banquet,Behind Mother Dairy, Sector 7, Dwarka, New Delhi AUDITORS A. B. Bansal and Company Chartered Accountants , Durga Chambers 1335, D.B. Gupta Road, Karol Bagh, New Delhi Phone: , Fax: abbansalca@airtelmail.in COST AUDITOR Amit Singhal & Associates Cost Accountants MB1,1D First Floor, Opposite Pnb Madhuban Road Shakarpur Extension Delhi, INDIA, Phone: Id cma.amit singhal@gmail.com CONTENTS Directors Report... 1 Management Discussion and Analysis Corporate Governance Report Auditors Report Balance Sheet Statement of Profit & Loss Cash Flow Statement Note forming part of the Accounts Auditors Report on Consolidated Financial Statements Consolidated Balance Sheet Consolidated Statement of Profit & Loss Consolidated Cash Flow Statement ANNUAL REPORT Notes to the Consolidated Financial Statements... 79

3 DIRECTORS REPORT Dear Members, Your Directors have the pleasure in presenting the 17 th Annual Report together with the Audited Accounts of the Company for the financial year ended on 31 st March, FINANCIAL HIGHLIGHTS The financial highlights of the Company s operation for the year ended 31st March 2015 are as under: Rs. / Lakhs Standalone Consolidated PARTICULARS Revenue from operations Other Income Total Income Financial Costs Depreciation Profit/(Loss) before Tax/ exceptional item ( ) ( ) ( ) ( ) Tax Expense / (Credit) (664.6) (742.87) (658.58) (742.48) Profit After Tax ( ) ( ) ( ) ( ) Paid Up Share Capital Reserves & Surplus PERFORMANCE During the year under review, the total income of the Company amounting to Rs. 27, lakhs as against Rs. 25, lakhs during the previous year. There is Slight increase in the turnover 7.73% as compare to Previous year. But the company suffered a net loss of Rs Lacs during the financial year as against the last year loss lacs. Your Director are putting in their best efforts to improve the performance of the company. 2. BUSINESS PROSPECTS BIL has identified roads & highways, tunnels, airports, hydropower, mining, bridges, real estate and other heavy civil construction works as a potential growth segment. In the near future the Company is desirous of gradually improving its penetration and resources to these sectors. Such diversification in different sectors enables us to reduce dependence on any one sector or nature of the project. To enhance its inhouse expertise, so as to be at par with the other eminent players in the construction industry and to broaden its operational base in specialized construction field, BIL is entering into joint venture/s with the companies/entities having requisite experience. Keeping in view the performance and future prospects, the Company will continue to increase its overall presence in the industry with increased market share. Your Company is poised for sustained growth and the outlook is bright. 3. DIVIDEND Keeping in view the current financial position of the company, economic scenario, Losses in financial year and the future fund requirements of the Company, your directors do not recommended any dividend for the financial year ended 31st March MATERIAL CHANGES: (a) Share Capital (1) Authorized Share Capital of the Company was increased and reclassify during the year under review from Rs. 33,00,00,000 ( Thirty Three Crores only) divided into 3,30,00,000 equity shares of Rs 10/ each to Rs. 44,00,00,000 ( Fourty Four Crores only) by creation of 11,000,000 further Cumulative Redeemable Preference shares of Rs.10/ each aggregating to Rs. 110,000,000 (Eleven Crores only). Company also reclassified their Authorized share capital after Reclassification company Authorized Equity Share Capital is Rs.30,00,00,000 ANNUAL REPORT

4 divided in to 3,00,00,000 equity shares of Rs 10/ each and their Authorized paid up Preference Share Capital is Rs. 14,00,00,000 divided into 1,40,00,000 Shares. Total Authorized capital of the company is Rs.44, 00, 00,000. ClauseV of the Memorandum of Association of the Company was altered by the members in their Extraordinary General Meeting held on (2) Company issue 0.01% Cumulative Redeemable preference shares under CDR scheme of an amount of Rs.13,88,00,000 divided into 1,38,80,000 shares at 10/ per share to their promoter group companies 1. M/S. M.L. SINGHI & ASSOCIATES PRIVATE LIMITED 2. M/S. BRAHMAPUTRA FINLEASE PRIVATE LIMITED (B) Pledge of 100 % Shareholding of the Promoter group which is % of Total Shareholding under CDR Scheme to consortium of bankers. (5) DIRECTORS AND KEY MANAGERIAL PERSONNAL: Sh. Viresh Shankar Mathur, Independent Director of the company resigned from the directorship of the company with effect from 30 th May The Board places on record their appreciation for the valuable guidance and services rendered by Sh. Viresh Shankar Mathur. Sh. Satish Chandra Gupta, Independent Director of the company resigned from the directorship of the company with effect from The Board places on record their appreciation for the valuable guidance and services rendered by Sh. Satish Chandra Gupta. Sh.Suneet Kumar Todi, Whole Time Director of the company resigned from the directorship of the company with effect from 29 th June The Board places on record their appreciation for the valuable guidance and services rendered by Sh. Suneet Kumar Todi. Sh. Kuladhar Saharia, appointed as an Additional Director as well as an independent director of the company with effect from In terms of Section 149 of the Companies at, 2013, an independent Director is required to be appointed for tenure of five years at a time and shall not liable to retire by rotation. Accordingly, Sh. Kuladhar Saharia meet the criteria of independence and your Board recommends their appointment as Non Executive Independent Director for a period of five years with effect from August 13, 2015, not being liable to retire by rotation. The Company has received Notices under section 160 of the companies act 2013 from members signifying their intention to propose Sh. Kuladhar Saharia as a candidate for the office of Independent Director at the ensuing Annual General Meeting. Smt. Khushboo Jhuria, who was appointed as an additional director as well as independent Non Executive Women Director of the company, by a resolution passed by the Board of Directors in its meeting held on 14 th, November 2014 under section 161 (1) of the companies act, 2013 and applicable Provisions of the Article of Association of the company and who hold office up to the date of this Annual General Meeting, be and is hereby appointed as a director of the company; In terms of Section 149 of the Companies at, 2013, an independent Director is required to be appointed for tenure of five years at a time and shall not liable to retire by rotation. Accordingly, Smt. Khushboo Jhuria meet the criteria of independence and your Board recommends their appointment as Non Executive Independent Director for a period of five years with effect from November 14, 2014, not being liable to retire by rotation. The Company has received Notices under section 160 of the companies act 2013 from members signifying their intention to propose Smt. Khushboo Jhuria as a candidate for the office of Independent Director at the ensuing Annual General Meeting. Sh. Rajesh Singh, (DIN ), appointed as a Director who retires by rotation and, being eligible, offers himself for reappointment. Sh. Sanjeev Kumar Prithani, (DIN ), appointed as a Director who retires by rotation and, being eligible, offers himself for reappointment Mr. Parimesh Manocha company secretary resign from the company w.e.f from Mr. Vivek Malhotra who is an Associate member of Institute of company secretaries of India is appointed as a company secretary & Compliance officer of the company. 2 ANNUAL REPORT

5 6. PUBLIC DEPOSITS Your Company has not accepted any deposits from the public within the meaning of Section 73 to 76 of the Companies Act, 2013 and the rule made there under, during the year. 7. NUMBER OF BOARD MEETINGS OF THE BOARD Nine meetings of the Board were held during the year. For details of the meeting of the Board, Please refer to the corporate Governance report, which form part of this report. 8. BOARD EVALUATION The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ( SEBI ) under Clause 49 of the Listing Agreements ( Clause 49 ). The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee ( NRC ) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of independent Directors, performance of nonindependent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and nonexecutive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed. 9. INTERNAL FINANCIAL CONTROL ANFD THEIR ADEQUACY The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report. 10. AUDIT COMMITTEE The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report. 11. CONSOLIDATED FINANCIAL STATEMENTS AND RESULTS Your company has prepared consolidated financial statements in accordance with the applicable Accounting Standards. The consolidated financial statements reflect the results of the company and that of its subsidiaries. As required by clause 32 of the Listing Agreement with stock exchanges, the Audited consolidated financial statements together with the Auditor s Report thereon are annexed and form part of this Annual report. As required under the provisions of section 129 (3) of the companies act, 2013 the statement containing the salient features of the financial statements of the company s subsidiaries, associate companies and joint ventures are prepared in form AOC 1, which is annexed as Annexure A herewith forms a part of this report. 12. TRANSACTIONS WITH RELATED PARTIES None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts) Rules, 2014 are given in Annexure B in Form AOC2 and the same forms part of this report. 13. EXTRACT OF ANNUAL RETURN As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure c in the prescribed Form MGT9, which forms part of this report. ANNUAL REPORT

6 14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Operational performance of each business segment has been comprehensively covered in the Management Discussion and Analysis as required under Clause 49 (viii) (D) of the Listing Agreement is annexed as Annexure D herewith and forms part of this Report. 15. CORPORATE GOVERNANCE As per the requirement of Clause 49 of the Listing Agreement a separate Report on Corporate Governance along with the Certificate regarding compliance of conditions of Corporate Governance is given in AnnexureE which forms part of this Report. 16. AUDITORS Pursuant to the provisions of Section 139 of the Act and the rules framed there under, A.B. Bansal & Co, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the Sixteenth annual general meeting (AGM) of the Company held on September 30, 2014 till the conclusion of the Nineteenth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM. 17. AUDITORS REPORT The Auditors Report to the members on the accounts of the company for the financial year March 31, 2015 does not contain any qualification. The Auditors report and notes to the financial statement are self explanatory and do not call for any further comments. The auditors report does not contain any qualifications, reservations or adverse remarks. 18. SECRETARIAL REPORT Pursuant to the provisions of Section 204 of the companies act, 2013 and the companies (Appointment and Remuneration of managerial personnel) Rules 2014, Practicing Company secretary Ms. Astha Daluja has conducted secretarial Audit of the company for the financial year The secretarial Audit Report for the financial year is annexed hereto and forms a part of this report. Secretarial Audit Report is self explanatory and does not call for any further comments. 19. COST AUDITORS Pursuant to order from the Ministry of corporate Affairs, Sh.Amit Singhal &Associates, Cost accountants have been appointed as cost Auditors for the Year They are required to submit the report to the central Government within 180 days from the end of the accounting year. 20. REMUNERATION POLICY & EVALAUTION CRITERIA As required under clause 49(iv)(B)(4) of the listing Agreement and section 134 (3) a policy on director s appointment and remuneration including criteria for determining qualifications, positive attributes, Independence of a director and other matters provided under Sub section (3) of section 178 is given in corporate governance report in Annexure F. 21. VIGIL MECHANISM As required under clause 49(II) (F) (3) of the listing agreement and section 177 (9), the company has established a vigil mechanism for its directors and employees to report their genuine concerns/ grievances. The Mechanism also provides for adequate safeguards against victimization of persons who use such mechanism and makes provisions for direct access to the Audit Committee chairman. 22. SUBSIDIARIES At present, your Company has five subsidiaries, namely: (i) Brahmaputra Property Management Services Private Limited (ii) Brahmaputra Concrete ( Bengal ) Private Limited (iii) Brahamputra Concrete Private Limited (iv) Brahmaputra Industrial Park Private Limited (v) Brahmaputra Warehousing Private Limited.(Deactive i.e. from ) (vi) Brahmaputra Real Estates Private Limited. 4 ANNUAL REPORT

7 23. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS The particulars of loans, guarantees and investments have been disclosed in the financial statements. 24. DISCLOSURE REQUIREMENT As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report with Pcs certificate thereon and management 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 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below: A. The ratio of the remuneration of each director to the median remuneration of the employee of the Company for the financial year: (In Thousands) Executive directors Ratio to median Remuneration (per month basis) Sh. Sanjay Kumar Mozika 101: Sh. Suneet Kumar Todi* : Sh. Rajesh Singh 94.5: Non Executive directors Ratio to median Remuneration (per month basis) Sh. Satish Chandra Gupta* 20.83: Sh. Viresh Shanker Mathur* 16.66: Sh. Om kumar 20.83: * Sh.Satish Chandra Gupta Ceased to be a Director w.e.f * Sh. Viresh Shankar Mathur Ceased to be a Director w.e.f *Sh. Suneet Kumar Todi resign from the Board of Directors of the Company w.e.f. from B. The percentage increase in remuneration of each director, chief financial officer, company secretary in the financial year: Directors, Chief Financial Officer and % increase in remuneration in the Company Secretary financial year No change Not Increase any remuneration during the year During the financial year in the month of February Mr. Parimesh Manocha resign from the post of Company secretary of the company. c. The percentage increase in the median remuneration of employees in the financial year: 63 % d. The number of permanent employees on the rolls of Company: 207 e. The explanation on the relationship between average increase in remuneration and Company Performance: On an average, employees received an annual increase of 10% in India. The individual increments varied from 6% to 14%, based on individual performance. Employees outside India received wage increase varying from 2% to 6%. The increase in remuneration is in line with the market trends in the respective countries. In order to ensure that remuneration reflects Company performance, the performance pay is also linked to organization performance, apart from an individual s performance. f. Comparison of the remuneration of the key managerial personnel against the performance of the Company: (In lacs) Aggregate remuneration of key managerial personnel (KMP) in FY15 ( Lacs) Revenue ( Lacs) Remuneration of KMPs (as % of revenue) 0.34% Profit before Tax (PBT/E) ( Lacs) Remuneration of KMP (as % of PBT) 4.04.% ANNUAL REPORT

8 g. Stock performance in comparison to Broad Based Indices:: % Change Share price of BIL V/S Sensex h. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The average annual increase was around 10 %. However during this course of the year, the total increase is approximately 15 %, after accounting for promotions and other event based compensation revisions. Increase/ Decrease in managerial remuneration for the year (54.20 %) i. Comparison of each remuneration of the key managerial personnel against the performance of the Company: Paticulars Mr. Sanjay Mr. Rajesh Mr. Suneet Mr. Manoj Mr. Pankaj Mr. Parimesh Kumar Mozika. Singh Kumar Todi Kumar Goyal Manocha Joint Managing Whole Time Whole Time Prithani (VP Finance Director Director Director (C E O) & Accounts) Remuneration in FY 15 (Lacs) Revenue 27, Remuneration as % of revenue Profit Before Tax & Exceptional(Lacs) Remuneration as j. The key parameters for any variable component of remuneration availed by the directors: N.A k. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: Highest paid Director During the period under review is Suneet Kumar Todi lacs (In Lacs) Sr.No Name Ratio (yearly Basis) 1 Manoj Kumar Prithani (CEO) 29.83: Jayant Sachdeva (VPPurchase) 23.36:19.41 l. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the Company m. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary. 26. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) There is no transfer to investor Education and protection Fund during the year under review. 6 ANNUAL REPORT

9 27. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that: i) the preparation of annual accounts for the financial year ended 31 st March 2015, the applicable accounting standards have been followed; 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 financial year ended 31 st March, 2015 and of the Profit & Loss account of the Company for that period; iii) the proper care has been taken for the maintenance of adequate records for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and iv) The Accounts for the year ended 31 st March, 2015 have been prepared on a going concern basis. 28. DISCLOSURE OF PARTICULAR WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO As the core activities of the Company are not power intensive, no information is required to be furnished regarding Conservation of Energy. No research and development activity was undertaken by the Company nor was any technology imported during the year. Indigenous technology available is continuously been upgraded to improve overall performances. Foreign Exchange Earning : NIL Expenses in Foreign Currency : NIL Value of Import on CIF basis : NIL ACKNOWLEDGEMENT Your Directors take this opportunity to thank the clients, vendors, Banks, Central & State Government authorities, Regulatory authorities and the stakeholders for their continued support and cooperation. Your Directors place on record their deep appreciation of the contribution made by the employees at all levels and acknowledges their dedication, competency, hard work, cooperation and support which has enabled the Company to achieve consistent growth. By order of the Board of Directors For Brahmaputra Infrastructure Limited Place: New Delhi Date: Sanjeev Kumar Prithani Chairman ANNUAL REPORT

10 Form No. AOC.1 Annexure A Statement containing salient features of the financial statement of subsidiaries/ Associates companies/ Joint Ventures (Pursuant to first provision to sub section (3) of section 129 read with rules 5 of the companies (Accounts) Rules, 2014) Sr.no Particulars Name of Subsidiary Brahmaputra Concrete ( Bengal) Private Limited 2 Reporting period for the subsidiary concerned, if different from the holding company s reporting period 3 Reporting Currency and exchange rate as on the last date of the relevant financial year in case of foreign subsidiaries Reporting period of subsidiary and Holding Company are same Indian Domestic company, Reporting Currency INR Brahmaputra concrete ( Private) Limited Reporting period of subsidiary and Holding Company are same Indian Domestic company, Reporting Currency INR Brahmaputra Property Management services Private Limited Reporting period of subsidiary and Holding Company are same Indian Domestic company, Reporting Currency INR Brahmaputra Industrial park Private Limited Reporting period of subsidiary and Holding Company are same Indian Domestic company, Reporting Currency INR Brahmaputra Real Estates Private Limited Reporting period of subsidiary and Holding Company are same Indian Domestic company, Reporting Currency INR 4 Share Capital 2,10,000 45,75,000 62,560,000 1,00,000 1,00,000 5 Reserves & Surplus (8,335,800) (267,90,688) (477,896) (90,115) (74697) 6 Total Assets 765,872 82,85, ,378,559 16,13,885 90,743 7 Total Liabilities 765,872 82,85, ,378,559 16,13,885 90,743 8 Investments Nil Nil 3,337,500 Nil Nil 9 Turnover Nil Nil Nil Nil Nil 10 Profi t before taxation (87,100) (40,81,002) (12,317) (22,422) (25,564) 11 Provision for taxation 1386 Nil Nil Nil Nil 12 Profi t after Taxation (88,486) (40,81,002) (12,317) (22,422) (25,564) 13 Proposed Dividend Nil Nil % of shareholding ANNUAL REPORT

11 Part B : Associates and Joint Ventures Statement Pursuant to section 129 (3) of the companies act,2013 related to Associates companies and Joint Ventures IN LACS Sr. no Particulars 1 Name of Associates / Joint Ventures Dra bla Bcl MadhavaBcl Dra Bcl Unity Bil Ipl Bil Smsil Bcl Madhava Brahmaputra Smsil Bil Bcl Fgm DraiplBil Kmc Bil Supreme Bil Bil Bla Gsco DraBil Gpl Bcl 2 Last Audited Balance sheet Amount of investment in Associates/ Joint Ventures Extent of Holding % Description of how there is Signifi cant Infulence Ownership Ownership Ownership Ownership Ownership Ownership Ownership Ownership Ownership Ownership Ownership Ownership Ownership Ownership Ownership 6 Reason why Assocaite / Joint Venture not concolidated N.A N.A N.A N.A N.A N.A N.A N.A N.A N.A N.A N.A 7 Net woth attributable to shareholding as per latest balance Sheet Profit/ Loss for the year Considered in consolidation Yes N.A N.A N.A N.A N.A N.A N.A N.A N.A N.A N.A Yes N.A Yes 10 Not Considered in consolidation N.A Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes N.A Yes N.A 11 Whether the Assocaites/ Joint Ventures commence the operations Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 12 Whether the assocaites or joint venture has been liquidated No No No No No No No No No No No No No No No or sold during the year By the Order Of Board Place: New Delhi Sanjeev Kumar Prithani Date: Chairman ANNUAL REPORT

12 Annexure B Form No. AOC2 (Pursuant to clause (h) of subsection (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto: 1. Details of contracts or arrangements or transactions not at arm s length basis: Brahmaputra Infrastructure Limited ( BIL) has not entered into any contract or arrangement or transaction with its related parties which is not at arm s length during financial year Details of material contracts or arrangement or transactions at arm s length basis: Summary showing Related Party Transactions during the year ended on 31 st March 2015 S. Nature of Transactions Subsidiaries Joint Ventures Associates Key No Management Personnel & their relatives i) Purchase of Material/ Services/Fixed Assets/ Rent/Interest/Piece rate work/taxi Hiring (NIL) (73.40) (840.49) (21.60) ii) Sale of Material/ Services/ Fixed Assets/ 3, Rent/Escalation Claims/Investment (NIL) (3,547.35) (NIL) (NIL) iii) Managerial Remuneration / Salary/ Sitting Fees (NIL) (NIL) (NIL) (128.37) iv) Advance/Loan given/paid back during the year , (236.30) (836.97) (1,634.13) (NIL) v) Advance/Loan taken/received back during the year (NIL) (1,988.45) (1,572.45) (NIL) vi) Retention/withheld deducted during the year (NIL) (156.88) (NIL) (NIL) vii) Retention/withheld released during the year/ deducted during the year by BIL (NIL) (126.33) (214.17) (NIL) vii) Net Investments made during the year (NIL) (297.42) (NIL) (NIL) viii) Preference Shares issued during the year 1, (NIL) (NIL) (NIL) (NIL) ix) Outstanding at year end. Payables 3, (0.51) (6,142.96) (180.31) (14.00) Receivables 1, , (1,921.31) (6,631.79) (107.33) (NIL) Investments , (685.15) (1,552.59) (327.25) (NIL) Guarantees & Collateral given (NIL) 11, (NIL) (NIL) (NIL) (18,502.61) (NIL) (NIL) Note: figures in ( ) relates to previous year ended Appropriate approval have been taken for related party transactions in the Audit Committee and Board meeting. Advance paid have been adjusted against billing,wherever applicable. Place: New Delhi Date: By the Order Of Board Sanjeev Kumar Prithani Chairman 10 ANNUAL REPORT

13 AnnexureC Form No. MGT9 EXTRACT OF ANNUAL RETURN as on the financial year ended on March 31, 2015 [Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] 1. Registration and other details i. Cin No L55204DL1998PLC ii. Registration Details iii. Name of the Company Brahmaputra Infrastructure Limited iv. Category of the company Public Limited Company v. Address of the company A7, Mahipalpur, New Delhi vi. Whether Listed Company Listed vii. Name, Address of Registrar Agent Link Intime India Private Limited 44, Community Centre, Phase 1, Near PVR, Nariana Industries Area, New Delhi, Principal Activities of the company All the business activities contributing 10 % or more total turnover of the company shall stated Sl.No. Name and Description of main NIC Code of the % to total turnover products / services Product / service of the company 1 Construction and project related activity % 3. Particulars of Holding, Subsidiary & Joint Ventures of the company Sr.no Name of the Company CIN No. Status % of Applicable Shares Section 1 Brahmaputra Concrete U45400DL2007PTC Subsidiary (87) (II) (Bengal) Pvt. Ltd. 2 Brahmaputra Concrete (P) Ltd. U26956AS2006PTC Subsidiary 100 2(87) (II) 3 Brahmaputra Property Management Services (P) Ltd U15449DL2003PTC Subsidiary 100 2(87) (II) 4 Brahmaputra Industrial U70100AS2011PTC Subsidiary 80 2(87) (II) Park Pvt.Ltd 5 Brahmaputra Real Estates U70109AS2010PTC Subsidiary 100 2(87) (II) Pvt. Ltd 4. (1)( A) Shareholding pattern of the company as on (Equity share Capital Break up as percentage of Total Equity ) Category Category of Number Total Number Total shareholding Shares Pledged or code Shareholder of number of shares as a percentage of otherwise encumbered Shareholders of shares held in total number of shares dematerialized form As a As a Number of As a percentage percentage shares percentage of(a+b) of (A+B+C) (A) Shareholding of Promoter and Promoter Group 1 Indian (a) Individuals/ Hindu Undivided Family ANNUAL REPORT

14 Category Category of Number Total Number Total shareholding Shares Pledged or code Shareholder of number of shares as a percentage of otherwise encumbered Shareholders of shares held in total number of shares dematerialized form As a As a Number of As a percentage percentage shares percentage of(a+b) of (A+B+C) (b) Central Government/ State Government(s) NIL NIL NIL NIL NIL NIL NIL (c) Bodies Corporate (d) Financial Institutions/ Banks NIL NIL NIL NIL NIL NIL NIL (e) Any Others(Specify) NIL NIL NIL NIL NIL NIL NIL 2 Foreign Sub Total(A)(1) % 74.05% % A Individuals (NonResidents Individuals/Foreign Individuals) NIL NIL NIL NIL NIL NIL NIL B Bodies Corporate NIL NIL NIL NIL NIL NIL NIL C Institutions NIL NIL NIL NIL NIL NIL NIL D Any Others(Specify) NIL NIL NIL NIL NIL NIL NIL (B) Sub Total(A)(2) NIL NIL NIL NIL NIL NIL NIL Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) % 74.05% % Public shareholding 1 Institutions (a) Mutual Funds/ UTI NIL 0.42% 0.42% NIL NIL (b) Financial Institutions / Banks NIL NIL NIL NIL NIL NIL NIL (c) Central Government/ State Government(s) NIL NIL NIL NIL NIL NIL NIL (d) Venture Capital Funds NIL NIL NIL NIL NIL NIL NIL (e) Insurance Companies NIL NIL NIL NIL NIL NIL NIL (f) Foreign Institutional Investors NIL NIL NIL NIL NIL NIL NIL (g) Foreign Venture Capital Investors NIL NIL NIL NIL NIL NIL NIL (h) Any Other (specify) NIL NIL NIL NIL NIL NIL NIL SubTotal (B)(1) NIL 0.42% 0.42% Nil Nil B 2 Noninstitutions (a) Bodies Corporate NIL NIL (b) I II Individuals Individual shareholders holding nominal share capital up to Rs 1 lakh NIL NIL Individual shareholders holding nominal share capital in excess of Rs. 1 lakh NIL NIL (c) Any Other (specify)non Resident Indian/ OCB NIL NIL NIL NIL NIL NIL NIL (ci) Non Resident Indians NIL NIL (cii) Hindu Undivided Families NIL NIL (ciii) Trusts % 0.02% NIL NIL (civ) Directors and relatives NIL NIL 12 ANNUAL REPORT

15 Category Category of Number Total Number Total shareholding Shares Pledged or code Shareholder of number of shares as a percentage of otherwise encumbered Shareholders of shares held in total number of shares dematerialized form As a As a Number of As a percentage percentage shares percentage of(a+b) of (A+B+C) (cv) Clearing Members NIL NIL SubTotal (B)(2) NIL NIL (B) Total Public Shareholding (B)= (B)(1)+(B)(2) NIL NIL TOTAL (A)+(B) NIL NIL (C) Shares held by Custodians and against which Depository Receipts have been issued (1) Promoter and Promoter Group NIL NIL NIL NIL NIL NIL NIL (2) Public NIL NIL NIL NIL NIL NIL NIL SubTotal (C) NIL NIL NIL NIL NIL NIL NIL GRAND TOTAL (A)+(B)+(C) % (4) (1) ( B) Shareholding pattern of the company as on ( Preference unlisted Shares Break up as percentage of Total Preference share capital) Category Category of Number Total Number Total shareholding Shares Pledged or code Shareholder of number of shares as a percentage of otherwise encumbered Shareholders of shares held in total number of shares dematerialized form As a As a Number of As a percentage percentage shares percentage of(a+b) of (A+B+C) (A) Shareholding of Promoter and Promoter Group 1 Indian (a) Individuals/ Hindu Undivided Family (b) Central Government/ State Government(s) (c) Bodies Corporate 2 1,38,80, (d) Financial Institutions/ Banks (e) Any Others(Specify) Sub Total(A)(1) 2 1,38,80, Foreign A Individuals (NonResidents Individuals/Foreign Individuals) B Bodies Corporate C Institutions D Any Others(Specify) Sub Total(A)(2) Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) 2 1,38,80, ANNUAL REPORT

16 Category Category of Number Total Number Total shareholding Shares Pledged or code Shareholder of number of shares as a percentage of otherwise encumbered Shareholders of shares held in total number of shares dematerialized form As a As a Number of As a percentage percentage shares percentage of(a+b) of (A+B+C) (B) Public shareholding 1 Institutions (a) Mutual Funds/ UTI (b) Financial Institutions / Banks (c) Central Government/ State Government(s) (d) Venture Capital Funds (e) Insurance Companies (f) Foreign Institutional Investors (g) Foreign Venture Capital Investors (h) Any Other (specify) SubTotal (B)(1) B 2 Noninstitutions (a) Bodies Corporate (b) Individuals I Individual shareholders holding nominal share capital up to Rs 1 lakh II Individual shareholders holding nominal share capital in excess of Rs. 1 lakh (c) Any Other (specify) Non Resident Indian/ OCB (ci) Non Resident Indians (cii) Hindu Undivided Families (ciii) Trusts (civ) Directors and relatives (cv) Clearing Members (B) SubTotal (B)(2) Total Public Shareholding (B)= (B)(1)+(B)(2) TOTAL (A)+(B) 2 1,38,80, (C) Shares held by Custodians and against which Depository Receipts have been issued (1) Promoter and Promoter Group (2) Public SubTotal (C) GRAND TOTAL (A)+(B)+(C) 2 1,38,80, ANNUAL REPORT

17 (4) (1) (c ) GRAND TOTAL OF ANNEXURE (A) & (B) OF TOTAL SHAREHOLDING AS ON Category Category of Number Total Number Total shareholding Shares Pledged or code Shareholder of number of shares as a percentage of otherwise encumbered Shareholders of shares held in total number of shares dematerialized form As a As a Number of As a percentage percentage shares percentage of(a+b) of (A+B+C) GRAND TOTAL LISTED OF ANNEXURE EQUITY SHARES C (A) % GRAND TOTAL UNLISTED OF ANNEXURE PREFERENCE C (B) SHARES GRAND TOTAL OF C (A) & C(B) % (4) (D) CHANGES IN SHAREHOLDING PATTERN OF THE COMPANY OF EQUITY LISTED SHARES DURING THE YEAR ENDED 31 st MARCH 2015 No. of Shares at the No. of Shares at the Changes Beginning of the Year end of year as on during year ended to No. of shares % of shares No. of shares % of shares Increased (+) / Decreased () (A) Shareholding of Promoter and Promoter Group 1 Indian (a) Individuals/ Hindu Undivided Family (9.16) (b) Central Government/ State Government(s) Nil Nil Nil Nil Nil (c) Bodies Corporate (d) Financial Institutions/ Banks Nil Nil Nil Nil Nil (e) Any Others(Specify) Nil Nil Nil Nil Nil Sub Total(A)(1) Nil 2 Foreign A Individuals (NonResidents Individuals/Foreign Individuals) Nil Nil Nil Nil Nil B Bodies Corporate Nil Nil Nil Nil Nil C Institutions Nil Nil Nil Nil Nil D Any Others(Specify) Nil Nil Nil Nil Nil Sub Total(A)(2) Nil Nil Nil Nil Nil Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) Nil (B) Public shareholding 1 Institutions (a) Mutual Funds/ UTI Nil (b) Financial Institutions / Banks Nil Nil Nil Nil Nil (c) Central Government/ State Government(s) Nil Nil Nil Nil Nil (d) Venture Capital Funds Nil Nil Nil Nil Nil (e) Insurance Companies Nil Nil Nil Nil Nil (f) Foreign Institutional Investors Nil Nil Nil Nil Nil ANNUAL REPORT

18 No. of Shares at the No. of Shares at the Changes Beginning of the Year end of year as on during year ended to No. of shares % of shares No. of shares % of shares Increased (+) / Decreased () (g) Foreign Venture Capital Investors Nil Nil Nil Nil Nil (h) Any Other (specify) Nil Nil Nil Nil Nil SubTotal (B)(1) Nil B 2 Noninstitutions (a) (b) I II (c) Bodies Corporate (Including Foreign Bodies Corporates) Individuals Individual shareholders holding nominal share capital up to Rs 1 lakh (6.93) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh (5.67) Any Other (specify) (ci) Non Resident Indians (14.28) (cii) Hindu Undivided Families (ciii) Trusts Nil (civ) Directors and their Relatives Nil (cv) Clearing Members (98.7) SubTotal (B)(2) Nil (B) Total Public Shareholding (B)= (B)(1)+(B)(2) Nil (C) TOTAL (A)+(B) Nil Shares held by Custodians and against which Depository Receipts have been issued Nil Nil Nil Nil Nil GRAND TOTAL (A)+(B)+(C) Nil ( 4) ( E) CHANGES IN SHAREHOLDING PATTERN OF THE COMPANY PREFERENCE UNLISTED SHARES DURING THE YEAR ENDED 31 st MARCH 2015 No. of Shares at the No. of Shares at the Changes Beginning of the Year end of year as on during year ended to No. of shares % of shares No. of shares % of shares Increased (+) / Decreased () (A) Shareholding of Promoter and Promoter Group 1 Indian (a) Individuals/ Hindu Undivided Family (b) Central Government/ State Government(s) (c) Bodies Corporate 0 0 1,38,80, (d) Financial Institutions/ Banks (e) Any Others(Specify) Sub Total(A)(1) 0 0 1,38,80, ANNUAL REPORT

19 No. of Shares at the No. of Shares at the Changes Beginning of the Year end of year as on during year ended to No. of shares % of shares No. of shares % of shares Increased (+) / Decreased () 2 Foreign A Individuals (NonResidents Individuals/ Foreign Individuals) B Bodies Corporate C Institutions D Any Others(Specify) Sub Total(A)(2) Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) 0 0 1,38,80, (B) Public shareholding 1 Institutions (a) Mutual Funds/ UTI (b) Financial Institutions / Banks (c) Central Government/ State Government(s) (d) Venture Capital Funds (e) Insurance Companies (f) Foreign Institutional Investors (g) Foreign Venture Capital Investors (h) Any Other (specify) B 2 Sub Total (B)(1) Noninstitutions (a) Bodies Corporate (Including Foreign Bodies Corporates) (b) Individuals I Individual shareholders holding nominal share capital up to Rs 1 lakh II Individual shareholders holding nominal share capital in excess of Rs. 1 lakh (c) Any Other (specify) (ci) Non Resident Indians (cii) Hindu Undivided Families (ciii) Trusts (civ) Directors and their Relatives (cv) Clearing Members (B) (C) SubTotal (B)(2) Total Public Shareholding (B)= (B)(1)+(B)(2) TOTAL (A)+(B) 0 0 1,38,80, Shares held by Custodians and against which Depository Receipts have been issued GRAND TOTAL (A)+(B)+(C) 0 0 1,38,80, ANNUAL REPORT

20 ( 4) ( II) (A) Share Holding of Promoters Shareholding at the beginning of Shareholding at the end the year of the year Sr. Name No. of Shares % of shares % of shares No of shares % of shares % of shares % change no Pledged/ Pledged/ in shareholding encumbered to encumbered to during the year total shares total shares 1 Siw Prasad Agarwalla Nil NIL 2 Geeta Devi Agarwalla Nil NIL 3 Suresh Kumar Prithani Nil (33.14%) 4 Shobna Prithani Nil NIL 5 Manoj Kumar Prithani Nil NIL 6 Anita Prithani Nil NIL 7 Sanjeev Kumar Prithani Nil NIL 8 Kiran Prithani Nil NIL 9 Siw Prasad Agarwalla (HUF) Nil NIL 10 Suresh Kumar Prithani (HUF) Nil NIL 11 Manoj Kumar Prithani (HUF) Nil NIL 12 Sanjeev Kumar Prithani (HUF) Nil NIL 13 Sanjay Kumar Mozika Nil NIL 14 Brahmaputra Projects Private Limited Nil NIL 15 Brahmaputra Finlease Private Limited Nil % 16 Brahmaputra Holdings Private Limited Nil NIL 17 M. L. Singhi and Associates Private Limited Nil NIL ( 4) ( II) ( B) Share Holding of Promoters of unlisted Cumulative Reedemable Preference Shares. Sr. Shareholders Name Shareholding at % of total % of shares Shareholding at % of total % of shares % change no the begning of shares Pledged/ the end of the Shares Pledged/ in the year encumbered to year encumbered to shareholding total shares total shares 1 Brahmaputra Finlease NIL NIL NIL 98,00, NIL 70.16% Private Limited 2 M. L. Singhi and Associates NIL NIL NIL 40,80, NIL 29.39% Private Limited (4) (III) ( A) Change in Promoters Shareholding in listed shares (please specify, if there is no change) Sr. No. Paticulars Shareholding Cumulative Shareholding Increase/ Decrease at the beginning of the year during the year 1 At the beginning of the year No. of Shares % of total shares No. of Shares % of of the company total shares of the company 2 Date wise Increase/Decrease in Promoters Share holding during the year specifying the reasons for increase/ decrease (e.g. allotment / transfer /bonus/ sweat equity etc): 3 At the end of the year Mr. Suresh Kumar Prithani Transfer 8,40,000 Shares to their promoter group company except that there is no other change in the promoter Shareholding during the year. overall promoter shareholding remains the same. 18 ANNUAL REPORT

21 (4) (III) (B) Change in Promoters Shareholding in unlisted Cumulative Reedemable Prefrence shares (please specify, if there is no change) Sr.no Paticulars No. of Shares as on Shareholding at the beginning of the year % of shares No. of Shares as on Cumulative shareholding during the year % of shares Increase/ Decrease 1 At the beginning of the year NIL NIL 1,38,80, Date wise Increase/Decrease in Promoters Share holding during the year specifying the reasons for increase/ decrease (e.g. allotment / transfer /bonus/ sweat equity etc): Company issue 0.01% Cumulative Redeemable Preference Shares 1, 38, 80,000 Shares to their promoter group companies. As on EOGM is held after the approval of majority of the shareholders company issue shares to the following group companies. 1. Brahmaputra Finlease private Limited98,00,000 Shares. 2. M.L.Singhi & Assocaites Private Limited40,80,000 Shares 3 At the end of the year NIL NIL 1,38,80, (4) (IV) Shareholding pattern of Top Ten Shareholders ( other than Directors, Promoters holders of ADR, GDR) : Not Applicable (4) (V) Shareholding of Directors and Key Managerial Personnel: Sr.no Folio No Name Date Reason Shareholding at the beginning of the year 1 Siw Prasad Agarwalla 2 Geeta Devi Agarwalla Cumulative shareholding during the year At the Beginning of the year At the end of the Year At the Beginning of the year At the end of the Year Suresh Kumar At the Beginning of the year Prithani Transfer 8,40,000 shares to the Promoter group company 4 Shobna Prithani At the Beginning of the year At the end of the Year Manoj Kumar At the Beginning of the year Prithani At the end of the Year Anita Prithani At the Beginning of the year At the end of the Year Sanjeev Kumar At the Beginning of the year Prithani At the end of the Year Kiran Prithani At the Beginning of the year At the end of the Year Siw Prasad Agarwalla At the Beginning of the year (HUF) At the end of the Year Suresh Kumar At the Beginning of the year Prithani (HUF) At the end of the Year Manoj Kumar At the Beginning of the year Prithani (HUF) At the end of the Year Sanjeev Kumar At the Beginning of the year Prithani (HUF) At the end of the Year Sanjay Kumar At the Beginning of the year Mozika At the end of the Year Detail of Overdue Instalments and Interest DETAIL OF OVERDUE INSTALMENTS AND Overdue Principal as on 31st March 2015 Overdue Interest as on 31st March 2015 INTEREST Particulars of Loan From Banks From Others * Total ANNUAL REPORT