Brahmaputra Infrastructure Limited

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2 CORPORATE INFORMATION Brahmaputra Infrastructure Limited BOARD OF DIRECTORS Sanjeev Kumar Prithani Joint Managing Director Sanjay Kumar Mozika Joint Managing Director Suneet Kumar Todi Whole Time Director Rajesh Singh Whole Time Director Satish Chandra Gupta Independent Director Om Kumar Independent Director Viresh Shankar Mathur Independent Director 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 KEY MANAGEMENT PERSONNEL Manoj Kumar Prithani Chief Executive Officer Pankaj Goyal Chief Financial Officer Parimesh Manocha Company Secretary 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 REGISTERED OFFICE BRAHMAPUTRA HOUSE A7, Mahipalpur (NH 8 Mahipalpur Crossing), New Delhi Phone: (50 Lines) Fax: cs@brahmaputragroup.com Website: 16 TH ANNUAL GENERAL MEETING Day : Tuesday Date : 30 th September, 2014 Time : P.M. Venue : Modi Hall, PHD Chamber of Commerce and Industry, PHD House, 4/2 Siri Institutional Area, August Kranti Marg, New Delhi CONTENTS AUDITORS A. B. Bansal and Company Chartered Accountants , Durga Chambers 1335, D.B. Gupta Road, Karol Bagh, New Delhi Phone: , Fax: abbansalca@airtelmail.in Directors Report... 1 Management Discussion and Analysis... 5 Corporate Governance Report... 9 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 Notes to the Consolidated Financial Statements Statement Pursuant to Section ANNUAL REPORT

3 DIRECTORS REPORT Dear Members, Your Directors have the pleasure in presenting the 16th Annual Report together with the Audited Accounts of the Company for the financial year ended on 31st March, FINANCIAL HIGHLIGHTS The financial highlights of the Company's operation for the year ended 31st March 2014 are as under: (Rs. in Lacs) Particulars Year ended Year ended Revenue from operations Other Income Total Income Financial Costs Depreciation Profit/(Loss) before Tax ( ) Tax Expense / (Credit) (742.87) Profit after Tax ( ) Paidup Share Capital Reserves & Surplus PERFORMANCE For the financial year ended March 31, 2014, your company has achieved turnover of Rs Lacs as against Rs Lacs for the previous period. The turnover has shown a decline of 17.65% as compared to previous year. The company suffered a net loss of Rs Lacs during the financial year as against net profit of Rs Lacs in the previous year. Your Directors are putting in their best efforts to improve the performance of the Company. Operational performance of Company has been comprehensively covered in the Management Discussion and Analysis Report given in AnnexureA which forms part of this Report. 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 CORPORATE GOVERNANCE As per the requirement of Clause 49 of the Listing Agreement a separate Report on Corporate Governance along with the Auditor's Certificate regarding compliance of conditions of Corporate Governance is given in AnnexureB which forms part of this Report. MATERIAL CHANGES (a) Listing of Brahmaputra Infrastructure Limited Consequent upon amalgamation of Brahmaputra Infraproject Limited Transferor Company (Listed at BSE and DSE) with Brahmaputra Infrastructure Limited Transferee Company (Unlisted Company) approved by the Hon ble High Court of Delhi vide its order dated 04th January 2013 and grant of relaxation of Rule 19(2) (b) of the Securities Contracts (Regulation) Rules, 1957 by the Securities and Exchange Board of India (SEBI) vide its letter dated May 30, 2013, the Equity shares of Brahmaputra Infrastructure Limited were listed and permitted for trading on BSE Limited and Delhi Stock Exchange Limited (DSE) with effect from and respectively. Scrip Code "535693" & "9677" has been allotted to Brahmaputra Infrastructure Limited by BSE & DSE respectively. (b) Corporate Debt Restructuring The company is facing acute shortage of funds, situation of debtor and creditor days has further worsened in the current year, and there is delayed receipt of payment from the client further resulting in delay in execution of projects. Under ANNUAL REPORT

4 these conditions, the company initiated discussions with its lenders to restructure its debts through corporate debt restructuring (CDR) mechanism in terms of guidelines laid down by the Reserve Bank of India (RBI) and planned to get its debts restructured to avail appropriate concessions, breather and additional funding to tide over this cash strained scenario. Hence, in terms of the recent guidelines issued by the RBI Framework for Revitalising Distressed Assets in the Economy dated 26th Febuary 2014, Joint Lenders Forum (JLF) has been formed on 24th April 2014 and as a Corrective Action Plan (CAP), Lenders have agreed to restructure the Account under CDR Mechanism. We hope that the restructuring of debts will improve the liquidity of the company, reduction in finance cost and strengthen the core operations of the Company. It will also lead to value addition of the stake holders in the long term. (c) Adoption of new set of Articles of Association The present Articles of Association of the Company are based on the provisions of the Companies Act, Consequent to the notification and applicability of large number of sections of the Companies Act 2013 and Rules framed there under, it has become necessary to alter the existing Articles of Association of the Company. The Board of Directors considered the matter in its meeting held on 3rd September 2014 and decided to adopt a new set of Articles of Association and replace the existing Articles of Association as these were required to be made in line with the existing laws, rules, regulations, guidelines etc. A copy of draft Articles is available at the registered office of the Company. As per section 14 of the Companies Act, 2013, approval of the shareholders of the Company by way of Special Resolution is required for alteration of Articles of Association of the Company. The resolution(s) for approval of new set of Articles forms part of the notice convening the Annual General Meeting. DIRECTORS Sh. Kuladhar Saharia, Independent Director of the Company resigned from the directorship of the Company with effect from 09th May The Board places on record their appreciation for the valuable guidance and services rendered by Sh. Kuladhar Saharia. Sh. Sanjay Kumar Mozika, Joint Managing Director, retires by rotation and being eligible, offers himself for reappointment. In terms of Section 149 of the Companies Act, 2013, an Independent Director is required to be appointed for tenure of five years at a time and shall not be liable to retire by rotation. Accordingly, Sh. Om Kumar, Sh. Viresh Shankar Mathur and Sh. Satish Chandra Gupta meet the criteria of independence and your Board recommends their appointment as NonExecutive Independent Directors for a period of five years with effect from September 30, 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 Sh. Om Kumar, Sh. Viresh Shankar Mathur and Sh. Satish Chandra Gupta as a candidate for the office of Independent Director at the ensuing Annual General Meeting. The brief resumes of Directors proposed to be appointed/ reappointed at the ensuing 16th Annual general Meeting and the details of the Directorships held by them in other companies are given in Note no. 22 of the Notice convening the Annual General Meeting. Appropriate resolutions for the appointment/reappointment of the aforesaid Directors are being moved at the 16th Annual General Meeting, which the Board recommends for your approval. PUBLIC DEPOSITS Your Company has not accepted any deposits from the public, or its employees during the year under review. AUDITORS M/s A. B. Bansal & Co., Chartered Accountants (Firm Registration No N), the Statutory Auditors of the Company, retire at the ensuing 16th Annual General Meeting. In terms of the Companies Act 2013, they are eligible for appointment for three financial years and hence they offer themselves for reappointment upto the conclusion of 19th Annual General Meeting. Board recommends for their reappointment. AUDITORS' REPORT The Auditors' Report to the members on the Accounts of the Company for the financial year ended March 31, 2014 does not contain any qualification. The Auditors' report and notes to the financial statements are self explanatory and do not call for any further comments. 2 ANNUAL REPORT

5 SUBSIDIARIES AND ACCOUNTS OF THE SUBSIDIARIES At present, your Company has six subsidiaries, namely: (i) Brahmaputra Property Management Services Private Limited (ii) Brahmaputra Concrete Private Limited (iii) Brahamputra Concrete (Bengal) Private Limited (iv) Brahmaputra Industrial Park Private Limited (v) Brahmaputra Warehousing Private Limited (vi) Brahmaputra Real Estates Private Limited. In terms of the General Circular No.2/2011 dated February 8, 2011 read together with General Circular No. 3/2011 dated February 21, 2011, issued by the Government of India Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956, granting general exemption to companies from attaching financial statements of subsidiaries, subject to fulfillment of conditions stated in the circular, copies of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Auditors Report of the subsidiary companies for the year ended March 31, 2014 are not attached to the Balance sheet of the Company, as the Company has complied with the conditions stipulated in the abovementioned circular(s). Accordingly, the Annual Report of the Company for the Financial Year contains the consolidated financial statements instead of the separate financial statements of Company s Subsidiaries. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder at the registered office of the Company and of the subsidiary companies concerned and the Company shall furnish a hard copy of the details of accounts of subsidiaries to any shareholder on demand. The subsidiary companies in question shall regularly file such data to the various regulatory and Government authorities as may be required by them. INDUSTRIAL RELATIONS The industrial relations continued to be generally peaceful and cordial. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) There is no transfer to Investor Education and Protection Fund during the year under review. PERSONNEL & HUMAN RESOURCES The company did not have any employee during the year under review whose remuneration is required to be disclosed in terms of the provisions of the section 217(2A) of Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that: i) the preparation of annual accounts for the financial year ended 31st March 2014, 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 31st March, 2014 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 31st March, 2014 have been prepared on a 'going concern' basis. 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. ANNUAL REPORT

6 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 : Rs Lacs ACKNOWLEDGEMENT Your Directors take this opportunity to thank the Clients, Vendors, Banks, Central & State Government Authorities, Regulatory Authorities, Business Partners and all other stakeholders for their continued support and cooperation received during the year. 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, support and their continued contribution to its growth. By order of the Board of Directors For Brahmaputra Infrastructure Limited Place: New Delhi Sanjeev Kumar Prithani Date : Chairman 4 ANNUAL REPORT

7 Annexure A MANAGEMENT DISCUSSION AND ANALYSIS The objective of this report is to share and keep you abreast with the happenings and transformations occurring within the Company, that in the industry and economy, its technology and its overall business strategies. Among other things, the MD & A provides an overview of the previous year of operations and how the company fared in that time. It also provides the report on the upcoming year, outlining future goals and approaches to new Project. We begin with a general review of the industry, macro economy followed by the operational and financial details of the company including details of its human resources. Cautionary statement Statements in the Management Discussion and Analysis describing the Company's objectives, projections, estimate expectations may be "forward looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could influence the Company's operations include economic developments within the country, demand and supply conditions in the industry, input prices, changes in government regulations, tax laws and other factors such as litigation and industrial relations. Review of Indian Economic Scenario The Indian economy recorded its GDP growth rate at 4.7% in financial year that witnesses how the economy has been going through challenging times culminating in lower than 5% growth of GDP at factor cost at constant prices for two consecutive years, i.e & Two successive years of sub5 percent growth is witnessed for the first time in 25 years. Reason for such slowdown in growth is due to domestic structural and external factors. In this backdrop, construction output has almost stagnated and further contributed to low business confidence. Fixed Investment rate, private corporate investment and savings rate declined in financial year Slowdown in industry rate was reflected in lower sales growth in the corporate sector. Growth of Credit flow to industry was lower in financial year Moreover, the economy has been under serious fiscal pressure. The stressed exchequer of the Government has prevented government backed investment impetus to infrastructure. Despite some measures undertaken by the Government and outlining of priorities for reviving growth which includes investment revival, strengthening of macroeconomic stability, creation of nonagricultural jobs, strengthening of infrastructure and boost to agricultural development, reversion to a growth rate of around 7 8 percent looks to be after financial year Even if it is the case that the business cycle has bottomed out, it is equally true that the upswing will be gradual, especially in infrastructure. Moderation in inflation would help ease the monetary policy stance and revive the confidence of investors. With expectation of better performance in manufacturing & construction, improved balance of payments situation and modest global growth revival, the economy can look forward to better growth prospects in and is expected to grow around 5.5% in financial year Industry Structure and developments Infrastructure including roads and highways, ports, railways, power, irrigation and urban infrastructure is key for the growth of Industry and services. The need for infrastructure development and global integration cannot be overemphasized. This sector have strong backward linkages for core sector industries like steel, cement and other construction materials, it creates investment opportunities across various related sectors. The sector is laborintensive and includes indirect jobs and thus it is the second largest employer in economy next only to Agriculture. The Financial year has witnessed underachievement in many of the infrastructure sectors. Main reasons for this underachievement were delays in regulatory approvals, problems in land acquisition and rehabilitation, environmental clearances, time overruns in the implementation of projects. Lack of infrastructure not only results in reduced economic output, it also translates into additional costs in terms of time, effort and money for accessing essential services. There is an urgent need for significant improvement in India's infrastructure; otherwise it will continue to be bottleneck for country's economic growth. In order to ensure strong, sustainable and balanced development through integration of economies with environmentally sustainable development of infrastructure and to ensure accelerated growth in infrastructure sector, the government has taken several initiatives in the recent past including the following: (i) Setting up of the Cabinet Committee on Investment under the chairmanship of the Prime Minister to expedite clearances and decisions on large infrastructure projects. (ii) According tax free status to infrastructure bonds for addressing the specific needs of infrastructure deficit, especially in sectors such as roads, ports, airports and power which are essential for economic growth in any country. Source: Economic Survey ANNUAL REPORT

8 (iii) The Government has conceptualized infrastructure debt funds (IDF) for sourcing longterm debt for infrastructure projects (iv) With a view to promote publicprivate partnerships (PPPs) as an effective tool for bringing private sector efficiencies in creation of economic and social infrastructure assets and for delivery of quality public services: (a) 178 projects have been granted approval with a total project cost of Rs. 88,697/ Crores and Viability Gap Funding support of Rs. 16,894 Crores. (b) 53 projects so far have been approved with India Infrastructure Project Development Fund (IIPDF) assistance. (c) 160 training programmes have been conducted (since National PPP Capacity Building Programme was launched in 2010) to train over 5000 public functionaries who deal with PPPs in their domain. (v) The Government has put in place a liberal foreign direct investment (FDI) under which FDI upto 100% is permitted under the automatic route in most sectors/activities. Significant changes have been made to ensure that India remains an increasingly attractive investment destination. As a result, total FDI inflows into major infrastructure sectors registered a growth of 22.8% in as compared to a contraction of 60.9% in (vi) Enhancing present corpus of pooled municipal debt obligation facility with participation of several banks to finance infra projects in urban areas on shared risk basis of Rs. 50,000 Crores. (vii) On strengthening road infrastructure Rs. 37,800 Crore investment in National Highways Authority of India and State Roads. (viii) Scheme for development of new airports in Tier I and Tier II will be launched for implementation through Airport Authority of India or PPPs. (ix) To start work on select expressways in parallel to the development of the Industrial Corridors and for project preparation NHAI will set aside Rs. 500 Crores. Opportunities According to 12th plan projections, during the plan period i.e , an investment of US $ 1 trillion is required in the infrastructure sector in India. About half of this is expected to come from the private sector. The construction sector is likely to see a turnaround in second half of financial year , as key hurdles order slowdown due to policy inaction and clearance delays, high interest rates and debt / equity funding constraints are expected to ease. Positives include the expected recovery in industrial capex, an equity market revival led by higher FII inflows, improved debt available due to higher infra lending. Buoyancy in orders is likely in financial year and financial year , led by greater impetus on infra investments and government action to revive stalled projects and ensure fasttrack approvals for new ones. The pressure of elections in various states is likely to boost the launch pipeline of infrastructure projects, resulting in a pickup in order flows. Thus the overall look of the Indian construction Industry looks positive in view of the current economic scenario. Given the economic fundamentals and committed efforts of the government, the future of the Indian economy in particular the construction industry appears to be optimistic. Business Overview We are an infrastructure project development company and provide engineering, procurement and construction services for infrastructure projects in India. In addition, we are also executing several real estate development projects. Our project expertise is primarily in transportation engineering projects including roads, bridges, flyovers, airport runways, tunnels and also mining, building construction, land development / embankment / Flood Protection. We have a strong presence in the Northern, Eastern and NorthEastern parts of India such as DelhiNCR, Punjab, Rajasthan, Uttar Pradesh, West Bengal, Bihar, Assam, Meghalaya, Mizoram and Arunachal Pradesh. These NorthEastern areas are relatively less penetrated in terms of infrastructure development and hold potential for more business. The Union Budget also has increased allocation for the North Eastern sector and State Governments have increased focus on building infrastructure facilities on priority basis. With a presence in these areas, the Company holds an edge over its peers for future projects. We execute infrastructure projects independently and in joint ventures. To meet technical and prequalification requirements, we enter into strategic alliances / Joint Ventures with entities operating in the same segment of business. Over the years, We have built a reputation of being a competent and trusted company in the Construction Industry. The company has built a strong organizational base, with vital infrastructure setup and executes projects by adopting modern techniques. Minute details are taken into consideration at BIL from the bidding stage right up to successful timely completion of the Project. 6 ANNUAL REPORT

9 Threats, Risks and concerns Stepping up infrastructure investment, improving productivity and quality of infrastructure spending, removing procedural bottlenecks, improving governance and consistency in government's infrastructure policies are some issues that need to be urgently addressed. Long term finance for infrastructure projects is one of the issues that need to be addressed in the context of the limitation of banks to finance such projects. Infrastructure projects, given their long payback period, require long term financing in order to be sustainable and cost effective. However, banks which have been the main source of funding for such projects are unable to provide long term funding, given their asset liability mismatch and the ceiling on their exposure limits. To address the problem of asset liability mismatch, banks have tendency to lend on floating rate basis which more often than not results in escalation of project cost because of interest rate fluctuations. Absence of welldeveloped corporate bond market has put additional burden on banks to meet the funding requirements of corporate sector. We may encounter problems relating to the operations of our Joint Ventures, which could impose additional financial and performance obligations resulting in reduced profits or in some cases, significant losses from the Joint Venture. We are jointly and severally liable for credit facilities availed with respect to our Joint Ventures. Besides, cost escalation could affect profitability. EBITDA margins would be stable if there is an escalation clause in the contracts. However, those with a higher proportion of fixedprice EPC contracts may see a contraction in margins if there is a substantial movement in material prices. The use of heavy machinery carries safety risks, which could endanger worker wellbeing and project progress. Delays associated with the collection of receivables from our clients may adversely affect our business, results of our operations, cash flows, and financial condition. We require certain approvals or licenses in the ordinary course of business and the failure to obtain or retain them in a timely manner, or at all, may adversely affect our operations. The timely and cost effective construction of our projects is dependent on the adequate and timely supply of key raw materials. Non availability can badly impact our operations. Delays in the completion of current and future construction and development projects could have adverse effects on financial condition, cash flows and operating results. Our business is significantly dependent on various Government entities and could be materially and adversely affected if there are adverse changes in the policies of such government entities. Delays in the acquisition of land and/or eviction of encroachments from Government or State Government owned land by the Government or State Governments may adversely affect the timely performance of our contracts leading to disputes with the Government or State Governments. Demand for our services in India depends on domestic and regional economic Growth. Natural calamities could have a negative effect on the Indian economy and cause our business to suffer. Outlook Our strategic objective is to continue to improve and consolidate our position as a leading construction Company and we aim to achieve this by implementing the following strategies: (i) Maintain performance and competitiveness of existing business. (ii) Develop and maintain strong relationships with our clients and strategic partners (iii) Leverage our experience in the infrastructure sector to further our real estate development business. The company is going through tough phase where there is strained liquidity due to stretched working capital cycles and restrained lending by banks. While Topline has witnessed fall, EBITDA margins have fallen too and debt levels continue to remain constant, leading to deterioration in credit metrics. There has been delayed receipt of payment from the client. This has ultimately affected the payment to the creditors. The situation of debtor and creditor days has further worsened in the current year due to tremendous slowdown in the project schedule. Persistent efforts are being made by the company to collect claims and over dues. However in view of present economic scenario, the progress is slow and the claims and over dues continue to remain at higher levels. Serious measures have been taken up for cost management, cash flow management, realization of receivable and bidding of projects is on a selective basis. Order execution will continue to be sluggish in financial year 2015 due to reduced ability of companies to fund working capital and delays in realization of receivables. The outlook is revised to stable in the light of government's measures to strengthen the infrastructure sector, initiatives to speed up execution of projects through policy action and implementation of CDR. However, this is expected only in the later part of the financial year We shall keep trying to increase our overall presence in the industry with increased market share. ANNUAL REPORT

10 Internal Control Systems and their Adequacy The Company has a satisfactory system of internal control corresponding with its size and the nature of its operations. These have been designed to provide reasonable assurance & accuracy with regard to recording & reporting and providing reliable financial and operational information complying with applicable statutes, safeguarding assets from unauthorized use or losses, executing transactions with proper authorization and ensuring compliance of corporate policies. Human Resource / Industrial relations Human capital has continued to be the key engine for our growth and aspirations. The Company has been constantly reviewing its HR policies and practices to keep abreast with the market changes and has embarked upon several initiatives to focus on creating a positive work environment that provides employees with ample growth and development opportunities as well as ensuring high levels of motivation and engagement. Industrial relations have continued to be cordial throughout the year. Measures for safety of employee, scientific training, welfare, performance based appraisal system, compensation, career growth and social security schemes continued to remain key priority of the Company. Financial performance and results The Financial statements have been prepared in compliance with the requirements of the Companies Act and the Accounting Standards issued by the Institute of Chartered Accountants of India. 1. Turnover: The Company s turnover during the F.Y was Rs Lacs as against Rs Lacs in previous year. 2. Finance costs: Finance costs for the F.Y accounted for Rs Lacs as against the previous year of Rs Lacs. 3. Depreciation: The current year depreciation amounted to Rs Lacs as against Rs Lacs of previous year. 4. Profit/(Loss): a) Profit/(Loss) before Depreciation and Taxation amounted to Rs. (362.70) Lacs as against the previous year of Rs Lacs. b) Provision for taxation & deferred tax for the year amounting to Rs. (742.87) Lacs as against the previous year of Rs Lacs. c) Profit / Loss after Tax During the F.Y , the Company suferred net loss after tax of Rs Lacs as against net profit after tax of Rs Lacs in the previous year. 5. Fixed Assets: During the year the net fixed assets of the company reduced from Rs Lacs to Rs Lacs. 6. Inventories: Inventories amounted to Rs Lacs as against Rs Lacs of previous year. 7. Trade Receivables: Trade receivables amounted to Rs Lacs as against Rs of previous year. 8. Long term Loans and Advances: Long term Loans and advances represent Rs Lacs as against Rs Lacs in previous year. 8 ANNUAL REPORT

11 REPORT ON CORPORATE GOVERNANCE FOR THE YEAR (Pursuant to clause 49 of the Listing Agreements entered into with the Stock Exchange) Annexure B Company's policies on the Corporate Governance and compliance report on specific areas wherever applicable for the financial year ended March 31, 2014 are given hereunder: 1. Company's Philosophy on Code of Governance The welfare of the stakeholders of the Company forms the crux of the Company's Corporate Governance Policy. The Company's philosophy strives to ensure that its business strategies and plans prioritise the welfare of all stakeholders, while at the same time, maximizing shareholders' value on a sustained basis. The Board of Directors, Management and Employees of the Company consistently envisage attainment of the highest level of transparency, integrity and equity in all facets of the operations of the Company and also in its interactions with the stakeholders. The Company is committed to benchmark itself with the best standards of Corporate Governance, not only in form but also in spirit. 2. Board of Directors Composition & Size of Board As on 31st March 2014, the Board of Directors of the Company comprises of Eight (8) directors, of which Four (4) directors are executive (50%) and Four (4) directors (50%) are nonexecutive and whereas all Four (4) nonexecutive directors are Independent Directors which ensures a good blend of executive and independent directors, and achieves the desired level of independence of the board. All the nonexecutive directors are professionals having a wide range of expertise and experience in management, administration, business, finance etc. which bring them wide range of skills and experience to the board. Sh. Kuladhar Saharia, NonExecutive Independent Director of the Company resigned on from directorship of the Company. Consequent upon his resignation, total Strength of the Board reduced from Eight (8) to Seven (7) and No. of NonExecutive / Independent Directors reduced from Four (4) to Three (3). Since, Chairman is Executive Director; number of NonExecutive & Independent Directors should be at least half of the total strength of the Board of Director. The Company is in search of suitable candidate and will restore the proper constitution of the Board required as per Listing Agreement. During the financial year , Seven Board Meetings were held on 30th April, 2013, 15th June 2013, 14th August 2013, 02nd September 2013, 14th November 2013, 06th February 2014 and 14th February The gap between any two meetings never exceeded four months as stipulated in the clause 49. The Agenda papers, containing all the necessary information, are made available to the Board well in advance to enable the Board to discharge its responsibilities effectively and take informed decisions. Where it is not practicable to attach or send the relevant information as a part of Agenda papers, the same are tabled at the Meeting. Composition of Board of Directors as on 31st March 2014 and other details are as follows: Name of the Designation Category Other Membership of Director Directorships other Board Committees Member Chairman Sh. Sanjay Joint Managing Executive 1 Nil Nil Kumar Mozika Director Sh. Sanjeev Joint Managing Executive Nil Nil Nil Kumar Prithani Director Sh. Suneet Wholetime Executive Nil Nil Nil Kumar Todi Director Sh. Rajesh Wholetime Executive Nil Nil Nil Singh Director Sh. Satish Director NonExecutive 9 5 Nil Chandra Gupta / Independent ANNUAL REPORT

12 Name of the Designation Category Other Membership of Director Directorships other Board Committees Member Chairman Sh. Om Kumar Director NonExecutive/ Nil Nil Nil Independent Sh. Viresh Director NonExecutive/ 4 Nil Nil Shankar Mathur Independent Sh. Kuladhar Director NonExecutive/ Nil Nil Nil Saharia * Independent *Ceased to be Director w.e.f Note 1: Private Companies, Section 25 Companies, bodies corporate, foreign companies, membership of managing committees of various chambers/bodies and alternate directorships have not been included for the calculation of directorships in companies. Note 2: Audit Committee & Shareholders' Grievance Committee alone have been considered for the purpose of membership and chairmanship held by the director in public limited companies. Except Sh. Manoj Kumar Prithani, Chief Executive Officer and Sh. Sanjeev Kumar Prithani, Joint Managing Director, who are brothers, no Director / KMP is related to any other Director / KMP. Directors' attendance record during the financial year Name of the Director No. of Board No. of Board Last AGM No. of shares Meetings held during Meetings (Whether held as the tenure attended attended) on Sh. Sanjay Kumar Mozika 7 1 No 2,03,000 Sh. Sanjeev Kumar Prithani 7 4 Yes 14,81,534 Sh. Suneet Kumar Todi 7 1 No 518 Sh. Manoj Kumar Prithani* 3 2 NA 14,26,533 Sh. Rajesh Singh ** 4 4 Yes Nil Sh. Satish Chandra Gupta 7 7 Yes Nil Sh. Om Kumar 7 7 Yes 2,000 Sh. Viresh Shankar Mathur 7 7 No Nil Sh. Kuladhar Saharia *** 7 Nil No Nil * Ceased to be Director/Managing Director w.e.f ** Appointed as Wholetime Director w.e.f *** Ceased to be Director w.e.f Committees of the Board The Board has constituted various committees for smooth and efficient operation of the activities and is responsible for constituting, assigning, coopting and fixing the terms of reference in line with the laws of land. The draft minutes of the proceedings of each committee meeting are circulated to the members of that committee for their comments and thereafter, confirmed in its next meeting. The board also takes note of the minutes of the meetings of the committees duly approved by their respective chairman and the material recommendations / decisions of the committees are placed before the Board for approval. The Chairman, quorum and the terms of reference of each committee has been approved by the Board. 3. Audit Committee As a measure of good corporate governance and to provide assistance to the Board of Directors in fulfilling the Board's oversight responsibilities, an Audit Committee has been constituted and headed by an Independent Director. 10 ANNUAL REPORT

13 The Audit Committee constituted by the Board of Directors consists of the following members as on March 31, 2014: 1. Sh. Om Kumar, Chairman 2. Sh. Satish Chandra Gupta, Member 3. Sh. Viresh Shankar Mathur, Member 4. Sh. Rajesh Singh, Member All the members of the Audit Committee except Sh. Rajesh Singh are Nonexecutive Directors. All the members of Audit Committee are financially literate and have expertise in accounting and related financial management matters. Sh. Om Kumar, a Nonexecutive Independent Director is Chairman of the Committee and Company Secretary of the Company acts as a secretary to the Committee. The terms of reference of the Audit Committee are in line with the powers, duties and responsibilities stipulated in Companies Act & Clause 49 of the Listing Agreement. The functions of Audit Committee are as per Company Law and Listing Agreement with Stock Exchanges. These include overseeing of Company's financial reporting process, recommending the appointment and removal of external auditors, reviewing the annual financial statements, financial management policy, adequacy of internal control system and internal audit functions. The committee met Five times during the year on following dates: 15th June 2013, 14th August 2013, 02nd September 2013, 14th November 2013 and 14th February 2014 and the attendance of members during was as follows: Name of the Members Current No. of meetings No. of Status held during the tenure meetings attended Sh. Om Kumar Chairman 5 5 Sh. Satish Chandra Gupta Member 5 5 Sh. Viresh Shankar Mathur Member 5 5 Sh. Manoj Kumar Prithani* Member 2 1 Sh. Rajesh Singh** Member 3 3 * Ceased to be Director/Managing Director w.e.f ** Appointed as Wholetime Director w.e.f Remuneration Committee The Company is transparent in compensation policy of Directors. The Committee sets the overall policy on remuneration and the other terms of employment of executive directors of the company within the overall ceiling fixed by the members of the Company and recommend the same for the approval of the Board. The Committee recommends remuneration package of Executive Directors to the Board by reference to individual performance, experience and market conditions with a view to provide a package which is appropriate for the responsibilities involved. Directors are also entitled for the sitting fee for attending Board / Committee Meeting except the Managing Director and Wholetime Director. The Board in its meeting held on renamed its existing 'Remuneration Committee' as 'Nomination & Remuneration Committee' and revised its scope of work in accordance with the provisions of Section 178 of the Companies Act 2013 and revised Listing Agreement. The Nomination & Remuneration Committee constituted by the Board of Directors comprises of following three nonexecutive independent directors as its members: 1. Sh. Satish Chandra Gupta, Chairman 2. Sh. Om Kumar, Member 3. Sh. Viresh Shankar Mathur, Member The Committee met once during the year on 02nd September, 2013 and the attendance of members was as follows: Name of the Member Current Status No. of meetings attended Sh. Satish Chandra Gupta Chairman 1 Sh. Om Kumar Member 1 Sh. Viresh Shankar Mathur Member 1 ANNUAL REPORT

14 The details of remuneration and/or sitting fee paid/payable to the Directors for the financial year ended 31st March, 2014 are set out below: (a) NonExecutive Directors: (Amount in Rs.) Name of Directors Sitting Fees Sh. Satish Chandra Gupta 1,85,000 Sh. Om Kumar 1,85,000 Sh. Viresh Shankar Mathur 1,70,000 Sh. Kuladhar Saharia* *Ceased to be director w.e.f None of the nonexecutive directors receives any remuneration apart from the sitting fees for meetings attended by him. (b) Executive Directors: (Amount in Rs.) Name & Designation Salary Perquisites & Total other allowances Sh. Manoj Kumar Prithani, Managing Director * 16,93,548 2,41,935 19,35,483 Sh. Sanjeev Kumar Prithani, Joint Managing Director 24,00,000 13,49,923 37,49,923 Sh. Sanjay Kumar Mozika, Joint Managing Director 12,00,000 12,00,000 Sh. Suneet Kumar Todi, Whole Time Director 10,21,333 7,99,074 18,20,407 Sh. Rajesh Singh, Whole Time Director ** 6,61,955 6,61,955 Total 69,76,836 23,90,932 93,67,768 *Ceased to be Director/Managing Director w.e.f ; Remuneration detail is for part of the year. ** Appointed as Wholetime Director with effect from ; Remuneration detail is for part of the year. 5. Shareholders Grievance Committee The committee was formed on to look into the redressal of Shareholders'/Investors' complaints, to approve share transfer, share transmission etc. and to oversee all matters connected with the shareholders. The committee recommends steps to be taken for further improvement in the quality of service to the investors. The Committee comprises of three members namely, Sh. Satish Chandra Gupta, Sh. Om Kumar and Sh. Sanjeev Kumar Prithani. Sh. Satish Chandra Gupta, a Nonexecutive Director is the Chairman of the committee. Sh. Parimesh Manocha, Company Secretary has been designated as Compliance Officer of the Company. The Board in its meeting held on renamed its existing 'Shareholders' / Investors' Grievance Committee' as 'Stakeholders' Relationship Committee' and revised its scope of work in accordance with the provisions of Section 178 of the Companies Act 2013 and revised Listing Agreement. Investors' Grievances The following table shows the complaints received from shareholders during Pending as on Received during the year Replied / Resolved Pending as on April 1, 2013 during the year March 31, 2014 NIL 1 1 NIL No share transfer / transmission and demat request was pending as on 31st March, ANNUAL REPORT

15 6. General Body Meetings The location and time of the Annual General Meetings held during the last three years were as follows: Financial Year Date & Time Venue of Meetings Whether any special resolutions passed, if yes, particulars of Special Resolution Brahmaputra House, A 7, No At Noon Mahipalpur (NH 8 Mahipalpur Crossing), New Delhi Brahmaputra House, A 7, Yes At 12:00 Noon Mahipalpur (NH 8 Mahipalpur (i) Increase in the remuneration of Sh. Manoj Crossing), New Delhi Kumar Prithani, Managing Director at Govindam Banquet, Behind Mother Yes 10:00 A.M. Dairy, Sector 7, Dwarka, (i) Appointment of Sh. Rajesh Singh as New Delhi Wholetime Director (ii) Appointment of Sh. Sanjeev Kumar Prithani as Joint Managing Director (iii)appointment of Sh. Suneet Kumar Todi as Wholetime Director All the resolutions, including the special resolution set out in the respective notices were passed by the requisite majority of shareholders. No resolution was passed through postal ballot during the financial year However, the Company in financial year may pass some resolutions relating to Corporate Debt restructuring through Postal Ballot. No Extraordinary General Meeting was held in financial year Disclosures (a) There are no materially significant related party transactions entered in to by the company with its promoters, directors or management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the Company at large. A statement in summary form of transactions with the related parties during the year in the ordinary course of business is disclosed in the notes to the accounts in this Annual Report as per Accounting Standard 18 of the Institute of Chartered Accountants of India. (b) There is no non compliance by the Company and no penalties and strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority on any matter related to capital markets, during the last three years. (c) There has been no documented whistle blower policy, however, no personnel has been denied access to the audit committee. The Company proposes to adopt whistle blower policy in due course of time. (d) All mandatory requirements of Clause 49 of the Listing Agreement have been complied with by the company. 8. Means of Communication Besides communicating to the stock exchanges on which the company's shares are listed, the notices of board meetings at which quarterly/half yearly results get approved are published in the following newspapers: Particulars English Newspapers Vernacular Newspaper (Hindi) Name of the Newspaper Financial Express Business Standard Business Standard Jansatta Rashtriya Sahara *Website address of the Company on which financial results and other information are displayed: Press release or any significant event is first intimated to the Stock Exchanges and then posted on the website of the Company. Presentations are made available to institutional investors / research analysts on their specific request (s) if any. ANNUAL REPORT

16 9. General Shareholders Information (i) 16th Annual General Meeting Date : 30th September, 2014 Day : Tuesday Time : P.M Venue : Modi Hall, PHD Chamber of Commerce and Industry PHD House, 4/2, Siri Institutional Area, August Kranti Marg, New Delhi (ii) Financial Year : April 1 to March 31 (iii) Financial Calendar Financial Results for the quarter ending Jun 30, 2014 Financial Results for the quarter & half year ending Sep 30, 2014 Within 45 days of the end of the quarter Financial Results for the quarter ending Dec 31, 2014 Financial Results for the quarter & year ending Mar 31, 2015 : Within 60 days of the end of the year (iv) Date of Book Closure : to (both days inclusive) (v) Dividend Payment Date : Not Applicable (vi) Listing on Stock Exchanges and Stock Codes 1. BSE Limited ; Scrip name: BRAHMINFRA 2. Delhi Stock Exchange Limited 9677 (vii) ISIN The ISIN of the Company is INE320I01017 (viii) Market Price Data The Securities of Company were listed and permitted for trading on BSE Limited and Delhi Stock Exchange Limited on and respectively. High/Low of market price of the Company's equity shares traded on BSE during the last financial year were as follows: Month Share Prices Sensex BSE High Low High Low Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Note: Since company's shares are not traded on Delhi Stock Exchange (DSE), company's share price high & low on DSE is not provided. 14 ANNUAL REPORT

17 Stock Performance in Comparison to Broad Based Indices BSE Sensex Base 100 = 27 th June, 2013 (Date of Listing at BSE) (ix) (x) (xi) Registrar and Transfer Agent & Share Transfer System M/s. Link Intime India Private Limited, New Delhi has been appointed as the Registrar and Share Transfer Agent of the Company for handling the share transfer work both in physical and electronic form. All correspondence relating to share transfer, transmission, dematerialization, rematerialisation etc. can be made at the following address: M/s Link Intime India Private Limited 44, Community Centre, 2nd Floor, Naraina Industrial Area, Phase I Near PVR Cinema, New Delhi Contact Person: Sh. Swapan / Sh. Deo Kumar Phone: / 93 / 94, Fax No.: delhi@linkintime.co.in Share Transfer System All valid requests for transfer/transmission of Equity shares held in physical form are processed within a period of 15 days from the date of receipt thereof and the Share Certificates duly transferred are immediately returned to the transferee/ lodger. Transaction in the dematerialized Shares are processed by National Securities Depository Limited (NSDL)/Central Depository Services Limited (CDSL) through the Depository Participants with whom the Shareholders have opened their demat accounts. Distribution of shareholding The distribution of shareholding as on 31st March 2014 was as follows: (Amount in Rs.) Shareholding of Nominal No. of % No. of % Value in Rs. Shareholders Equity Shares , , ,34, ,14, ,03, ,13, ,17, ,96, & above ,76,99, Total 1, ,90,18, ANNUAL REPORT

18 Code of Conduct The Board has adopted a Code of Conduct for the Board Members and Senior Management personnel of the Company. The same has also been posted on the website of the Company. All Board Members and Senior Management personnel have affirmed their Compliance with the code. A declaration signed by the Joint Managing Director is given below: This is to certify that the company has laid down its Code of Conduct for all the Board Members and Senior Management of the Company and the copies of the same are uploaded on the website of the Company It is hereby affirmed that during the Financial Year , all the Directors and Senior Managerial personnel have complied with the Code of Conduct and have given a confirmation in this regard. On behalf of the Board Brahmaputra Infrastructure Limited Date: Place: New Delhi Sanjeev Kumar Prithani Joint Managing Director CEO/CFO Certificate To, The Board of Directors Brahmaputra Infrastructure Limited New Delhi Sir, We have reviewed the financial statements and the cash flow statement of Brahmaputra Infrastructure Limited for the year ended 31st March, 2014 and to the best of our knowledge and belief: (a) (i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; (ii) these statements together present a true and fair view of the Company's affairs and are in compliance with existing Accounting Standards, applicable laws and regulations. (b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company's code of conduct. (c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take for rectifying these deficiencies. (d) We have indicated to the Auditors and the Audit Committee: (i) significant changes in internal control over financial reporting during the year; (ii) significant changes in accounting policies made during the year and the same have been disclosed in the notes to the financial statements; and (iii) there are no instances of fraud of which we have become aware and the involvement therein, neither the management nor any employee having a significant role in the Company's internal control system over financial reporting. Place: New Delhi Manoj Kumar Prithani Pankaj Goyal Date : Chief Executive Officer Vice President (Finance & Accounts) 16 ANNUAL REPORT

19 Auditor s Certificate on Corporate Governance To the Members of Brahmaputra Infrastructure Limited, We have examined the Compliance with conditions of Corporate Governance by Brahmaputra Infrastructure Limited ("the Company") for the year ended March 31, 2014, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges concerned in India. The compliance with conditions of Corporate Governance is the responsibility of the Company's Management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us and the representations made by the Directors and Management, we certify that the Company has complied with all the conditions of Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement. We state that in respect of the investor Grievances, the Registrar and Share Transfer Agent of the Company has maintained the relevant records and certified that as on 31st March, 2014 there was no investor grievance pending against the Company. We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the Management has conducted the affairs of the Company. For A.B. Bansal & Co. Chartered Accountants Firm Regn No N A.B. Bansal Place : New Delhi Partner Date : M.No.: ANNUAL REPORT

20 AUDITORS REPORT To The Members, BRAHMAPUTRA INFRASTRUCTURE LIMITED New Delhi Report on the Financial Statements 1. We have audited the accompanying financial statements of BRAHMAPUTRA INFRASTRUCTURE LIMITED, which comprises the Balance Sheet as at 31 st March 2014 and the Statement of Profit & Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other disclosures. Management s Responsibility for the Financial Statements 2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the Accounting Standards referred to in sub section (3C) of section 211 of Companies Act, 1956 ( the Act ). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor s Responsibility 3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standard on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirement and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. 4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluation of appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. 5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion 6. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of Balance Sheet, of the state of affairs of the Company as at 31 st March, 2014; (b) in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and (c) in the case of Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements 7. As required by the Companies (Auditor s Report) Order, 2003 ( the Order ) issued by the Central Government of India in terms of subsection (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. 8. As required by section 227(3) of the Act, we report that: a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit; b. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; 18 ANNUAL REPORT

21 c. The Balance Sheet, Statement of Profit and Loss, and Cash flow Statement dealt with by this Report are in agreement with the books of account; d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; e. On the basis of written representations received from the Directors as on 31 st March, 2014 and taken on record by the Board of Directors, none of the Directors are disqualified as on 31st March, 2014 from being appointed as a Director in terms of clause (g) of sub section (1) of section 274 of the Companies Act,1956; f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act,1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company For A.B Bansal and Company Chartered Accountants Firm Regn No N A.B. Bansal Place : New Delhi Partner Dated : M.No ANNUAL REPORT

22 ANNEXURE TO THE AUDITORS REPORT (Referred to in Paragraph 7 of our Report of even date) 1 (a) The Company has maintained proper records of fixed assets showing full particulars including quantitative details and situation of fixed assets. However, due to frequent movement of fixed assets movable construction equipments from site to site, actual location of such assets has not been mentioned in the records. Significant portion of fixed assets have been physically verified by the management during the period, which in our opinion is reasonable having regard to the size of the Company and nature of its business. No material discrepancies were noticed on such physical verification. (b) There was no substantial disposal of fixed assets during the year under audit. 2 As per information and explanations given to us, the inventories and construction materials at Company s sites which include work in progress, have been physically verified by the management once in a year for each site. Shortage / Excess on the basis of physical verification have been duly accounted for in books of accounts which were not material. However no provision is being made for slow moving work in progress. In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to size of the Company and the nature of its business. The Company is mainly engaged in business of construction. In view of multifarious jobs at different sites spread at different locations and practical difficulties, records of inventory have been maintained in ERP System and consumption booked on quarterly basis. 3 (a) According to the information & explanation given to us, the company has granted interest free unsecured loans to Five Companies (All Subsidiaries) and also granted interest bearing Unsecured Loan to One Associate Company covered in the register maintained u/s 301 of the Companies Act, The maximum amount involved during the year was Rs Lacs in respect of subsidiaries and Rs lacs in respect of associate company and year end balance of the loans granted to subsidiaries were Rs Lacs and to Associate was NIL. (b) We are of the opinion that other terms and conditions of the loan given by the Company are prima facie not prejudicial to the interest of the Company. (c) The parties wherever applicable are regular in repayment of principal amounts and interest as stipulated. (d) Not Applicable as there is no overdue amount. (e) According to the information and explanation given to us, the Company has taken unsecured loans from three Companies (Associate) covered in the register maintained u/s 301 of the Companies Act, The maximum amount outstanding during the year was Rs Lacs and year end balance was Rs Lacs. (f) We are of the opinion that the rate of interest and other terms and conditions of the loan taken by the Company are prima facie not prejudicial to the interest of the Company. (g) The Company is regular in repayment of principal amount & Interest wherever applicable. 4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the construction receipt and services. During the course of our audit, we have not observed any major weaknesses in internal controls. 5. (a) Based on the audit procedure applied by us and according to the information and explanation provided by the management, we are of the opinion that the particulars of contracts and/or arrangements referred to in section that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered. (b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangement exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time. 6. As per the information and explanations given to us, the company has not accepted any deposits from the public. 7. In our opinion the internal audit system of the Company is commensurate with the size and the nature of its business. 8. The Maintenance of Cost Records has been prescribed by the Central Govt. under section 209(1) of the Companies Act, 1956 vide Companies (Cost Accounting Records) Rules, 2011 and we are of the opinion that prima facie the prescribed records were made and maintained. 20 ANNUAL REPORT

23 9. (a) Except TDS, Service Tax and Provident Fund, the Company is generally regular in depositing undisputed statutory dues including Investor Education Protection fund, Employees State Insurance, Income tax, Salestax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities. The Detail of Statutory Dues as on , which is due for a period of more than 6 months from the date they become payable is as under: Nature of Amount Service Tax TDS Interest on TDS Payable Interest on Service Tax Payable Vat / Entry Tax / WCT Provident Fund Amount Outstanding as on 31 st March, 2014 for More than 6 Months from the date become payable Rs Lacs Rs Lacs Rs Lacs Rs Lacs Rs Lacs Rs Lacs (b) According to the information and explanation given to us there are no such statutory dues of income tax, custom duty, wealth tax, service tax, excise duty, cess, ESI, PF, entry tax and Sales Tax which have not been deposited on account of any dispute except in respect of the following disputed liabilities at different appellate authorities: Name of the statute Nature of the dues Amount (Rs in Lacs) Assam Vat Act Vat Liability for Spanish Garden Project UP Vat Act Vat Liability for Lucknow Project Service Tax Income Tax Service tax Demand including penalty raised by Service tax Department Demand including interest u/s 153A/143(3), raised by Income Tax Department Income Tax Penalty for late filing of TDS returns 3.50 Income Tax Demand for Penalty The Company has no accumulated losses for the year ended 31st March, 2014 and it has suffered cash loss of Rs Lacs during the year and has earned profits in the immediately preceding financial year. 11. As per books and records maintained by the Company and according to the information and explanation given to us, the Company has defaulted in repayment of term dues to financial institutions and Banks. Such continuing default as on balance sheet date were of Rs Lacs as reported in note no. 3.2 to financial statements. 12. In our opinion and according to the information and explanation given to us, no Loans and Advances have been granted by the Company on the basis of security by way of shares, debentures and other securities. 13. In our opinion, the Company is not a chit fund or a nidhi /mutual benefit fund / society. Therefore, Clause 4 (xiii) of the Companies (Auditor s Report) Order 2003 is not applicable to the company. 14. The Company does not deal in shares, securities debentures and other investment. However, the Company is holding investments in shares of its subsidiaries/associates and the Company has maintained proper records of transactions in respect of Such Investment. 15. According to the information and explanations given to us, the Company has given bank guarantees for and on behalf of its Joint Ventures. Considering the nature and volume of business, in our opinion the term and conditions on which such guarantees given are primafacie not prejudicial to the interest of the Company. ANNUAL REPORT

24 16. The Company has raised term loans during the year and the same were applied for the purpose for which the loans were obtained. 17. According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company we report that no funds raised on short term basis have been used for long term investment. 18. During the year covered under our audit, Company has not made / proposed any preferential Allotment of shares to parties covered in the register maintained under section 301 of the Companies Act, The Company has not issued any debentures during the year. 20. The Company has not raised any money by way of public issue during the year. 21. In our opinion and according to the information and explanations given to us by the management which have been relied upon by us, no fraud on or by the Company has been noticed or reported during the year. For A.B Bansal and Company Chartered Accountants Firm Regn No N A.B. Bansal Place : New Delhi Partner Dated : M.No ANNUAL REPORT

25 BALANCE SHEET AS AT 31ST MARCH, 2014 Particulars Brahmaputra Infrastructure Limited Note No I. EQUITY AND LIABILITIES Shareholder s funds (a) Share Capital 1 290,184, ,184,000 (b) Reserve & Surplus 2 1,234,354,374 1,441,128,417 Noncurrent liabilities (a) Longterm Borrowings 3 723,156, ,089,417 (b) Deferred tax liabilities (Net) 142,296, ,872,000 (c) Other Longterm liabilities 4 1,413,551,987 1,645,788,563 (d) Longterm Provision 5 10,995,391 10,256,290 Current liabilities (a) Shortterm borrowings 6 2,386,588,115 1,787,828,503 (b) Trade payables 940,206, ,554,168 (c) Other current liabilities 7 563,702, ,418,906 (d) Shortterm Provision 8 888, ,172 TOTAL 7,705,923,813 = 7,506,937,436 = II. ASSETS Noncurrent assets (a) Fixed Assets 9 (i) Tangible assets 952,591,436 1,183,608,145 (ii) Intangible assets 4,417,312 5,535,862 (iii) Capital Work in Progress 25,459,906 Total 982,468,653 = 1,189,144,007 = (b) NonCurrent investment ,518, ,261,008 (c) Long term Loans & Advances ,723, ,583,115 (d) Other noncurrent assets 12 1,009,591, ,989,139 Current assets (a) Inventories 13 3,147,703,056 2,804,406,903 (b) Trade receivables 14 1,312,927,713 1,337,139,905 (c) Cash & Bank Balance ,504, ,674,380 (d) Shortterm loans and advances ,486, ,738,979 Total 4,975,621,539 4,547,960,167 TOTAL 7,705,923,813 7,506,937,436 Significant Accounting Policies and Other Disclosures 26 NOTE 1 to 16 and 26 form an integral part of the Balance sheet In terms of our attached audit report of even date For A.B. BANSAL AND COMPANY CHARTERED ACCOUNTANTS Firm Regn. No. : N A.B. BANSAL PARTNER M. No For and on behalf of Board of Directors Sanjeev Kumar Prithani (Joint Managing Director) Place : New Delhi Parimesh Manocha Pankaj Goyal (Rajesh Singh) Date : (Company Secretary) (VP Finance & Accounts) (Whole Time Director) ANNUAL REPORT

26 STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2014 Particulars Note No I. Revenue from Operations 17 2,567,060,469 3,117,320,522 II. Other Income 18 12,232,683 37,278,005 TOTAL 2,579,293,152 3,154,598,527 III. Expenses: Cost of Material Consumed ,676, ,761,144 Changes in inventories of workinprogress 20 (141,328,995) (269,099,100) Staff Cost ,054, ,074,667 Financial costs ,076, ,384,904 Depreciation 9 244,790, ,728,987 Other Expenses 23 1,376,084,646 1,839,818,588 Total Expenses 2,860,353,861 3,139,669,189 IV. Profit/(Loss) before exceptional and extraordinary item and tax (I+IIIII) (281,060,709) 14,929,338 V. Exceptional Items VI. Profit/(Loss) before extraordinary item and tax (IVV) (281,060,709) 14,929,338 VII. Extraordinary item 24 (1,988,375) VIII. Profit/(Loss) before tax (VIVII) (281,060,709) 16,917,713 IX. Tax expenses Current Tax 16,141,474 Deferred Tax (74,576,000) (13,770,803) Prior Period Income Tax 289,334 1,664,846 Profit After Tax from continuing Operations (206,774,043) 12,882,196 X. Earning Per equity share: 25 Basic Earning per Share (7.13) 0.44 Dilluted Earning per Share (7.13) 0.44 Significant Accounting Policies and Other Disclosures 26 NOTE 9 and 17 to 26 form an integral part of the Balance sheet In terms of our attached audit report of even date For A.B. BANSAL AND COMPANY CHARTERED ACCOUNTANTS Firm Regn. No. : N A.B. BANSAL PARTNER M. No For and on behalf of Board of Directors Sanjeev Kumar Prithani (Joint Managing Director) Place : New Delhi Parimesh Manocha Pankaj Goyal (Rajesh Singh) Date : (Company Secretary) (VP Finance & Accounts) (Whole Time Director) 24 ANNUAL REPORT

27 CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014 Particulars A Cash Flow from Operating Activities Profit Before Tax (281,060,709) 14,929,338 Adjustment for: Depreciation 244,790, ,728,987 Interest paid ( Net of Interest received on FDR) 439,028, ,158,953 Loss / (Profit) on sale of Assets (Net) 712,527 8,716 Misc. exp. Written off 756, ,589 Dividend Income received (12,840) (9,600) B. Operating Profit before Working Capital changes 404,214, ,437,983 C. Changes in Working Capital (Excluding Cash & Bank Balance) (Increase) / Decrease in Trade and other Receivables (61,263,216) (1,227,033,642) (Increase) / Decrease in Inventories (343,296,152) (796,577,641) Increase / (Decrease) in Trade Payables and other Liabilities 73,409, ,486,147 D. Cash Generated from Operations (B+C) 73,065,295 (1,045,687,153) E. Less : Taxes paid 52,116,477 77,318,835 F. Net Cash flow before Exceptional / Extraordinary Items (DE) 20,948,818 (1,123,005,988) Less : Exceptional / Extraordinary Items [(profit)/loss] (1,988,375) Net Cash from Operating Activities 20,948,818 (1,121,017,613) G. Cash Flow from Investing Activities Purchase of Fixed Assets (45,784,058) (344,847,366) Sale / Adjustments of Assets 6,956,430 11,205,500 Dividend received 12,840 9,600 Deficit out of Amalgamation (70,092,000) Acquisition of Reserve, Security Premium, Profit & Loss and Deffered Tax Liabilities of Transferor Company Due to Amalgamation 313,641,551 (Increase) / Decrease in Investments in Subsidiary/Associates 9,196,125 (Increase) / Decrease in Investments in Joint Ventures 29,742,544 36,820,106 Net Cash used in Investing Activities (9,072,244) (44,066,484) H. Cash Flow From Financing Activities Proceeds from / Repayment of Long Term borrowings/other Long Term Liability (191,832,860) 1,178,515,352 Proceeds from / Repayment of Short Term borrowings 598,759, ,267,419 (Increase) / Decrease in Amalgamation & Share Issue Exp. (944,640) (2,331,938) Interest paid ( Net of Interest received ) (439,028,690) (400,158,953) Shares Issued under Scheme of Amalgamation 140,184,000 Net Cash Flow from Financing Activities (33,046,578) 1,240,475,880 I. Net Increase/(Decrease) in Cash and Cash Equivalents (F+G+H) (21,170,004) 75,391,782 Cash and Cash Equivalents at the beginning of the year 127,674,380 52,282,598 Cash and Cash Equivalents at the end of the year 106,504, ,674,380 In terms of our attached audit report of even date For A.B. BANSAL AND COMPANY For and on behalf of Board of Directors CHARTERED ACCOUNTANTS Firm Regn. No. : N A.B. BANSAL PARTNER M. No Sanjeev Kumar Prithani (Joint Managing Director) Place : New Delhi Parimesh Manocha Pankaj Goyal (Rajesh Singh) Date : (Company Secretary) (VP Finance & Accounts) (Whole Time Director) ANNUAL REPORT

28 NOTE FORMING PART OF THE ACCOUNTS : 31ST MARCH, 2014 PARTICULARS NOTE1 : SHARE CAPITAL AUTHORIZED SHARE CAPITAL 3,30,00,000 Equity Share of Rs.10/ each 330,000, ,000,000 (Previous Year 3,30,00,000 Equity Share of Rs.10/ each) ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL 2,90,18,400 Equity Shares of Rs. 10/ Each fully paid up 290,184, ,184,000 (Previous Year 2,90,18,400 Equity Shares of Rs. 10/ each fully paid up, Including 1,40,18,400 equity shares issued pursuant to scheme of amalgamation alloted on 28th March 2013) TOTAL 290,184, ,184, DETAIL OF SHAREHOLDERS HOLDING MORE THAN 5% EQUITY SHARES IN THE COMPANY As at As at Name of Shareholders 31st March st March 2013 No. of % of No. of % of Shares held Holding Shares held Holding M.L.Singhi & Associates Pvt. Ltd 5,461, ,461, Brahmaputra Finlease Pvt. Ltd. 3,080, ,080, Sanjeev Kumar Prithani 1,481, ,481, Brahmaputra Holdings Pvt. Ltd. 3,339, ,339, Suresh Kumar Prithani 2,539, ,539, RECONCILIATION OF NUMBER OF EQUITY SHARES OUTSTANDING IS SET OUT BELOW Particulars No. of Shares No. of Shares Number of Shares outstanding at the beginning of the year 29,018,400 15,000,000 Add: Number of Shares Issued during the year pursuant 14,018,400 to scheme of amalgamation Less: Number of Shares bought back during the year Number of Shares outstanding at the end of the year 29,018,400 29,018, BONUS SHARES ISSUED IN LAST 5 (FIVE) PRECEDINGS YEARS NIL NIL 26 ANNUAL REPORT

29 NOTE FORMING PART OF THE ACCOUNTS : 31ST MARCH, 2014 PARTICULARS NOTE2 : RESERVE & SURPLUS Security Premium Balance as per Last Financial Statement 269,832, ,592,140 Add: Transfer from Brahmaputra Infraproject Limited as per scheme of Amalgamation 3,240, ,832, ,832,140 General Reserve Balance as per Last Financial Statement 914,908, ,000,000 Add: Transfer from Brahmaputra Infraproject Limited as per scheme of Amalgamation 160,000,000 Less: Deficit arising out of Amalgamation 70,092, ,908, ,908,000 Profit & Loss Account Balance as per Last Financial Statement 256,388, ,304,334 Add: Transfer from Brahmaputra Infraproject Limited as per scheme of Amalgamation 97,201,748 Add: Profit/(Loss) for the Year (206,774,043) 12,882,195 Less: Transferred to General Reserve 49,614, ,388,277 TOTAL 1,234,354,374 1,441,128,417 NOTE3: LONG TERM BORROWINGS Secured: Term Loans: Equipments Non Current Current Non Current Current From Banks 13,696,521 29,344,215 36,905,476 33,011,341 From Others 305,429, ,723, ,292, ,189,297 (Secured against hypothecation and First Charge of Equipment & Machinery, Exclusive Charge on Land at Guwahati in the name of the one Associate Co., Equitable Mortgage of Property situated at Brahmaputra Industrial Park in the name of the co. & Personal guarantee of Promoter Directors, Carrying Interest rate between 9.00% to 15.16%) Term Loans: City Centre Shopping Mall From Allahabad Bank 404,030, ,890,978 (Secured against exclusive first charge on entire movable and immovable fixed assets of the project & charge on land (in the name of JV partner) of such project, & personal guarantee of promoters/directors and land owners, Carrying Interest rate base rate plus 1.50%) Total Long Term Borrowings 723,156,388 = 272,067, ,089, ,200,638 = ANNUAL REPORT

30 NOTE FORMING PART OF THE ACCOUNTS : 31ST MARCH, 2014 PARTICULARS Maturity / Repayment Profile of Term Loan from Bank & Others Particulars of Loan >3 Repayment to Bank 12,822, , ,510 Repayment to Others 196,116, ,313,842 Repayment of Term Loan City Centre Shopping Mall 53,870, ,741, ,418, ,809, ,757, ,589, DETAIL OF OVERDUE INSTALMENTS AND INTEREST Overdue Overdue Overdue Overdue Principal as on Interest as Principal as Interest as 31st March 2014 on 31st on 31st March on 31st March March 2013 Particulars of Loan From Banks 5,170,511 8,344,414 4,291,563 1,089,463 From Others 34,982,344 19,478, ,812,652 26,593,686 40,152,855 = 27,822, ,104,215 27,683,149 = NOTE4: OTHER LONG TERM LIABILITY Advances from Customers Secured: (Secured against Bank Guarantee) i) From Related parties 602,915, ,206,979 ii) From Others 644,707,269 1,065,280,070 Unsecured i) From Others 24,964,492 SD/Retention/ Withheld from Subcontractor Unsecured i) From Related parties 22,135, ,046 ii) From Others 118,829,111 73,582,468 TOTAL 1,413,551,987 1,645,788,563 NOTE5: LONG TERM PROVISION Non Current Current Non Current Current Provision for Gratuity 8,643, ,170 7,626, ,137 Provision for Leave Encashment 2,352, ,035 2,630, ,035 10,995, ,205 10,256, ,172 NOTE6: SHORTTERM BORROWINGS Secured LOANS REPAYABLE ON DEMAND Working Capital Facilities from Banks (I) Cash Credit Facilities Demand Loans from Banks 2,004,236, ,879, ,696, ,357,000 VENDOR FACTORING (II) India Factoring Finance & Solutions P. Ltd Unsecured 63,864,511 Inter Corporate deposits from Related Parties (III) 5,607,000 11,775,000 2,386,588,115 = 1,787,828,503 = 28 ANNUAL REPORT

31 NOTE FORMING PART OF THE ACCOUNTS : 31ST MARCH, 2014 Brahmaputra Infrastructure Limited PARTICULARS NOTE6: SHORTTERM BORROWINGS Contd... (I) (a) Under Consortium Banking arrangement with IOB as the Lead Bank carrying interest rate of Base Rate + upto 6.10% (b) Secured by hypothecation of Stock, BookDebts & Retention Money as Primary Security and Ist Pari Paripasu Charge on all current aset of the company. (c) Colletarally Secured by the followings: Industrial Land Situated at Brahmaputra Industrial Park Guwahati, Assam in the name of Co. Land and Building at A7, Mahipalpur, Delhi, Jointly Owned by Co. and One Associate Company. Flat No. 401,4th Floor, Royal Plaza, Guwahati in the name of the Associate Company EM of Industrial Land / Central Workshop at Brahmaputra Industrial park, Guwahati Assam. First Charge on some of the unencumbered Fixed Assets in the name of Co. Second Charge on some of the encumbered Fixed Assets in the name of Co. Subservient Charge on the encumbered Fixed Assets in the name of Co. Land & Building situated at Rajasthan in the name of Relative of Promoter. Personal Guarantees of Promoters / Directors Corpoarate Guarantee of two Associates Cos. (II) (a) Secured against Bank Gurantees carrying Discounting Rate of 12.60% (III) Carrying interest rate of 12% NOTE7: OTHER CURRENT LIABILITIES Expenses Payable 49,023,839 54,865,287 Advances Received 115,214, ,841,472 Statutory Liabilities 86,068,798 79,284,456 Bonus Payable 12,214,096 10,853,789 Directors Remuneration Payable 704,660 1,168,813 Other Liabilties (Credit Cards) 138,565 73,773 Interest Accrued and due on Term Loan From Banks 8,344,414 1,089,463 Interest Accrued and due on Term Loan From Others 19,478,489 26,593,686 Current maturities of longterm debt (Refer Note No.3) 272,067, ,200,638 Unclaimed Dividend 447, , ,702,747 = 616,418,906 = NOTE8: SHORTTERM PROVISION Provision for Gratuity (Refer Note No.5) 495, ,137 Provision for Leave Encashment (Refer Note No.5) 393, , , ,172 ANNUAL REPORT

32 NOTE 9 FIXED ASSETS AS PER SCHEDULE XIV OF THE COMPANIES ACT 1956 AS ON 31/03/2014 GROSS BLOCK DEPRECIATION BLOCK NET BLOCK Name of the Asset Addition During theyear As on Put Not Deduction / Total Upto Deduction Prior/ For the year Total WDA WDA 01/04/2013 to use put Sale during as on 31/03/2013 account Period April13 to as on as on as on to the year 31/03/2014 of sale Adjustment March 14 31/03/ /03/ /03/2013 use of Assets TANGIBLE: Land 2,700,000 2,700,000 2,700,000 2,700,000 Buildings 20,947,460 20,947,460 3,143, ,444 3,484,889 17,462,571 17,804,015 CENTRAL WORKSHOP Land 13,324,294 13,324,294 13,324,294 13,324,294 Buildings 44,522,124 44,522, , ,780 43,977,344 44,522,124 Total Land & Building ( A ) 81,493,878 81,493,878 3,143, ,224 4,029,669 77,464,209 78,350,433 Plant & Machinery Earth Moving 1,470,077,108 10,138,219 2,075,334 1,478,139, ,412,441 1,643, ,664, ,433, ,706, ,664,667 Motor Lorries 936,617, ,617, ,756,553 74,971, ,728, ,889, ,860,863 Others 172,211,615 4,483,871 59, ,754,515 68,505,150 8,115,780 76,620, ,133, ,706,467 Total Plant & Machinery ( B ) 2,578,906,139 4,483,871 10,197,248 2,075,334 2,591,511,924 1,553,674,144 1,643, ,751,939 1,784,782, ,729,639 1,025,231,997 Furniture & Fixture 23,956, ,334 24,092,384 7,791,223 1,487,365 9,278,588 14,813,796 16,164,828 Office Equipment 24,541,324 2,097,137 26,638,461 6,049,061 1,231,803 7,280,864 19,357,598 18,492,263 Motor Vehicle 63,332,111 1,568,629 1,356,542 15,030,311 51,226,971 24,255,378 7,783,571 9,321 5,400,350 21,862,836 29,364,136 39,076,733 Computer & Accessories Hardware 18,533, ,141 18,912,304 12,241,274 1,808,972 14,050,246 4,862,058 6,291,890 Total Others Tangible Item ( C ) 130,362,648 4,181,241 1,356,542 15,030, ,870,120 50,336,936 7,783,571 9,321 9,928,490 52,472,534 68,397,588 80,025,714 Total Tangible assets D= ( A+B+C ) 2,790,762,665 8,665,112 11,553,790 17,105,645 2,793,875,922 1,607,154,525 9,427,367 9, ,566,653 1,841,284, ,591,436 1,183,608,144 INTANGIBLE : Goodwill 2,229,900 2,229,900 2,229,900 2,229,900 Computer & Accessories Software 8,625, ,250 8,730,945 5,319,732 1,223,800 6,543,532 2,187,412 3,305,963 Total Intangible assets ( E ) 10,855, ,250 10,960,845 5,319,732 1,223,800 6,543,532 4,417,312 5,535,863 Capital Work in Progress C. W. I. P.Earth Moving 25,361,934 25,361,934 25,361,934 CWIP Building 3rd Floor 97,972 97,972 97,972 Total Capital Work in Progress ( F ) 25,459,906 25,459,906 25,459,906 Grand Total (D+E+F) 2,801,618,260 8,770,362 37,013,696 17,105,645 2,830,296,673 1,612,474,257 9,427,367 9, ,790,453 1,847,828, ,468,653 1,189,144,007 Previous Year 2,651,851, ,076,425 70,858,900 24,169,023 2,801,618,259 1,356,700,069 12,954, ,728,987 1,612,474,253 1,189,144,006 1,124,239, ANNUAL REPORT

33 NOTE FORMING PART OF THE ACCOUNTS: 31ST MARCH, 2014 PARTICULARS NOTE10: NON CURRENT INVESTMENT Unquoted (at cost) In Subsidiaries : Brahmaputra Concrete (P) Ltd 4,575,000 4,575,000 (457,500 Equity Shares (Previous Year 457,500 Equity Shares) of Rs 10/ each fully paid up) Brahamputra Concrete (Bengal) (P) Ltd. 1,100,000 1,100,000 (11,000 Equity Shares (Previous Year 11,000 Equity Shares) of Rs 10/ each fully paid up) Brahmaputra Property Management Services (P) Ltd 62,560,000 62,560,000 (62,56,000 Equity Shares (Previous Year 62,56,000 Equity Shares) of Rs 10/ each fully paid up) Brahmaputra Industrial Park (P) Ltd 80,000 80,000 (8,000 Equity Shares (Previous Year 8000 Equity Shares) of Rs 10/ each fully paid up) Brahmaputra Real Estates (P) Ltd. 100, ,000 (10,000 Equity Shares (Previous Year Equity Shares) of Rs 10/ each fully paid up) Brahmaputra Warehousing (P) Ltd. 100, ,000 (10,000 Equity Shares (Previous Year Equity Shares) of Rs 10/ each fully paid up) In Associates : Investment in Meghalaya Infratech Ltd. 32,725,000 32,725,000 (197,550 Equity Shares (Previous Year 197,550 Equity Shares) of Rs 10/ each fully paid up) Quoted (at cost) In Others Union Bank of India 19,200 19,200 (1,200 No of Equity Shares of Rs 10/ each fully paid up) Market Value as at Rs.1,64,640/ (Previous Year Rs.2,61,660/) Other Trade Investments Capital in Joint Ventures 155,259, ,001,808 TOTAL 256,518, ,261,008 NOTE11: LONG TERM LOANS AND ADVANCES (Unsecured, Considered Good) Security Deposit 8,460,001 7,936,191 Long term loan / Advances to Related Parties to Subsidiaries Companies 192,131, ,501,740 to Associates Companies 8,500,000 8,500,000 Long term loan/ Advances to Others ( Net of Provisions) 272,632, ,645, ,723, ,583,115 NOTE12: OTHER NON CURRENT ASSETS (Unsecured, Considered Good) Retention/ Witheld By Clients 691,054, ,564,854 (Including FDR of Rs. 1,22,75,000/) Earnest Money Deposit 11,694,810 13,651,766 (Including FDR of Rs. 75,46,810/) Claims Receivables 304,687, ,805,411 Amalgamation Exp.(to the extent not W/o or adjusted) 2,032,475 1,803,908 Misc Exp (to the extent not W/o or adjusted) 122, ,200 1,009,591, ,989,139 ANNUAL REPORT

34 NOTE FORMING PART OF THE ACCOUNTS : 31ST MARCH, 2014 PARTICULARS NOTE13: INVENTORIES [AT COST] EPC Work In Progress 1,910,442,828 1,769,113,834 Building Material 285,212, ,736,174 (Including Goods in transit Rs.26,64,986/ (Previous Year Rs.14,37,405/)) Stores & Spares 57,567,294 52,530,953 Real Estate Finished 197,944, ,706,403 Work In Progress 696,535, ,319,539 TOTAL 3,147,703,056 2,804,406,903 NOTE14: TRADE RECEIVABLES Unsecured, Considered Good) From JVs i) Debts outstanding for a period exceeding six months 173,665,156 56,957,200 ii) Debts outstanding for a period less than six months 58,778, ,509,101 From Associates i) Debts outstanding for a period exceeding six months 2,233,376 6,145,526 ii) Debts outstanding for a period less than six months From Others i) Debts outstanding for a period exceeding six months 900,034, ,839,617 ii) Debts outstanding for a period less than six months 178,216, ,688,461 TOTAL 1,312,927,713 1,337,139,905 NOTE15: CASH & BANK BALANCE Cash & Cash Equivalents Cash in Hand 10,113,179 6,500,081 Balances with Scheduled bank in Current Account Earmarked for Unpaid Dividend 447, ,529 Others 24,484,155 29,776,634 Others Bank Balances Balance with Banks in FDR Accounts 71,459,513 90,950,136 (including Interest Accrued thereon) (Pledge with Banks as Security against BGs and LCs) (Including Rs.1,70,45,254/ having maturity after one Year (Previous Year Rs.1,00,66,898/)) TOTAL 106,504,376 = 127,674,380 = NOTE16: SHORTTERM LOANS & ADVANCES (UNSECURED,CONSIDERED GOOD) Advance For Land (Kolkatta) 4,561,924 4,597,369 Prepaid Exp. 25,059,814 29,642,590 Insurance Claim Receivable 1,899, ,998 Indirect Tax Balances / recoverable / Credits 103,403,575 78,894,874 Advance Income Tax & TDS (Net of Provision of Income Tax) 177,466, ,639,024 Other Receivable From Others 96,094,916 39,265,124 (including FDR of Rs. 50,00,000/) TOTAL 408,486,394 = 278,738,979 = 32 ANNUAL REPORT

35 NOTE FORMING PART OF THE ACCOUNTS : 31ST MARCH, 2014 PARTICULARS NOTE17: REVENUE FROM OPERATIONS Civil Contracts / Projects 2,343,822,141 2,675,953,203 Real Estate 148,017, ,633,002 Prior Period Income 12,267,078 4,797,350 Bill Raised But Unsettled 185,376,259 Claims on excalations & others 62,953,423 31,560,708 TOTAL 2,567,060,469 3,117,320,522 NOTE18: OTHER INCOME Dividend Received 12,840 9,600 Profit from Joint Venture 3,445,209 5,438,436 Misc Income 528, ,100 Interest Received on FDR 8,006,595 11,267,610 Interest on Arbitational Claim 19,215,981 Insurance Claim received 1,228,278 Rent Received 240,000 TOTAL 12,232,683 37,278,005 NOTE19: COST OF MATERIAL CONSUMED Raw Material Consumed 764,676, ,761,144 TOTAL 764,676, ,761,144 NOTE20: CHANGES IN INVENTORIES OF WORK IN PROGRESS WIP at close 1,910,442,828 1,769,113,833 Less: WIP at Commencement 1,769,113,833 1,544,536,857 Less: Trading WIP Converted into Fixed Asset during the year 44,522,124 (BA) (141,328,995) (269,099,100) NOTE21: STAFF COST Staff Salary 153,644, ,050,525 Directors Remuneration Including Perks 9,367,769 11,775,353 Bonus, Gratuity & Leave Encashment 2,313,658 3,870,216 Recruitment Expenses 40,000 5,264 Medical Reimbursement 572,864 1,094,718 Contribution to Provident Fund etc. 629, ,751 Employee s welfare 2,486,082 5,514,840 TOTAL 169,054, ,074,667 ANNUAL REPORT

36 NOTE FORMING PART OF THE ACCOUNTS : 31ST MARCH, 2014 PARTICULARS NOTE22: FINANCE COSTS A) Interest Expenses (i) On Borrowings/Advances 393,662, ,586,252 (ii) On TDS late deduction/deposit 2,731,530 6,055,179 (iii) Others 6,198,001 4,074,486 B) Other Borrowing Cost 44,485,129 46,668,987 TOTAL 447,076, ,384,904 NOTE23: OTHER EXPENSES Direct Expenses Diesel & Lubricants consumed 105,537, ,472,217 Stores & Spares Consumed 48,561, ,020,995 Machinery Rental Charges (Net) 45,524,353 31,807,588 Entry Tax Paid 173, ,429 Freight & Cartage 13,566,701 15,829,967 Labour Charges 443,595 18,867,184 Road Tax & Permit expenses 816,671 1,352,128 Survey/Lab Testing/ Exp 3,117,088 9,109,759 Security Exp at site 7,358,510 9,671,776 Site Operation Expenses 788,023,254 1,073,745,989 Taxi Hire Charges 5,852,236 6,726,555 Insurance expenses 23,442,865 14,158,888 Repairs & Maint. Machinery Exp 4,990,394 6,054,972 Works Contract Tax 78,315,183 58,080,622 Prior Period Work Contract Tax (7,441,234) Service tax paid 23,269,732 41,865,266 Real Estate Cost of sale 98,286, ,026,866 Prior Period Expenses 22,041,858 1,487,928 Labour Cess 18,661,257 25,700,465 TOTAL : A 1,287,982,622 1,779,443,360 Admistrative Expenses Advertisement & Publicity 3,613,228 1,035,619 Business promotion Exp 670, ,353 Director sitting fee 540,000 1,115,000 Wealth Tax 125, ,095 Property Tax 550, ,756 Professional Tax 64,830 Books & Periodicals 164, ,530 Filing Fees 75,473 90,299 (Profit)/Loss on Sale/ Transfer of Fixed Assets 712,527 8,720 Office Expenses 4,391,843 6,119,262 Postage & Courier 522,901 1,014,009 Telephone Expenses 5,326,108 6,981,740 Printing & Stationery 1,827,294 2,726,940 Legal & Professional 8,710,074 9,553, ANNUAL REPORT

37 NOTE FORMING PART OF THE ACCOUNTS : 31ST MARCH, 2014 PARTICULARS Rent 10,007,194 9,386,273 Repair & Maintenance (Building ) 161, ,422 Repair & Maintenance (Others) 554,931 1,283,678 Miscellaneous Expenses Written off 756, ,589 Tender Fee 2,023,423 2,620,651 Travelling & Conveyance (Others) 9,203,203 12,327,816 Travelling Expenses (Directors) 1,279,059 1,340,235 Vehicle Running Expenses 1,942,634 3,076,411 Festival Expenses 363, ,203 Donation 955, ,387 Other Administrative Expenses 2,446,053 (329,859) Penalties 1,748, ,533 Sundry Balances written off 4,046,312 (3,659,161) Bad Debts 13,731,464 Provision for Doubtfull debts 10,632,254 AUDITORS REMUNERATIONS Audit Fees 577, ,417 Tax Audit Fees 194, ,055 Other Matters 183, ,445 TOTAL : B 88,102,024 60,375,227 TOTAL : A+B 1,376,084,646 1,839,818,588 NOTE24: EXTRA ORDINARY ITEM Loss on sale of Investment 5,036,825 (Profit) on Sale of investment (7,025,200) (1,988,375) NOTE25: EARNING PER SHARE (EPS) Net profit after tax as per Statement of Profit & Loss attributable to (206,774,043) 12,882,196 Equity Share Holder Weighted Average number of equity shares used as denominator for calculation of Basic EPS 29,018,400 29,018,400 Basic Earnings Per Share (7.13) 0.44 Weighted Average number of equity shares used as 29,018,400 29,018,400 denominator for calculation of Diluted EPS Diluted Earnings Per Share (7.13) 0.44 Face value per Equity share ( In Rs.) ANNUAL REPORT

38 NOTE 26 Brahmaputra Infrastructure Limited SIGNIFICANT ACCOUNTING POLICIES AND OTHER DISCLOUSERS FORMING PART OF BALANCE SHEET AS ON 31 st MARCH 2014 AND STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ON THAT DATE. A. COMPANY INFORMATION 1. Brahmaputra Infrastructure Limited is into EPC & Real Estate Development Business and handling various projects like Construction of Bridges, Flyovers, Highways, Airport, Building Construction, Tunnel projects, Mining projects. The Registered Office of the Company is situated at Brahmaputra House, A7, Mahipalpur (NH8, Mahipalpur Crossing) New Delhi B. SIGNIFICANT ACCOUNTING POLICIES 1. Basis of accounting The financial statements have been prepared to comply with the requirements of the Companies Act, 1956, under the historical cost convention on the accrual basis of accounting except interest on Mobilization/Equipment Advances is being accounted for on actual recovery basis and Interest on Late / Non Payment of Term Loan Instalments of Financers accounted for as and when settled. Also the financial statements have been prepared in accordance with the standards on accounting prescribed in Companies (Accounting Standard) Rule, 2006 referred to in section 211(3C) of the Companies Act, Use of estimates The preparation of financial statements in conformity with generally accepted accounting policies requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported accounts of revenues and expenses for the years presented. 3. Revenue recognition a. Income from construction contracts is recognized by reference to the stage of completion of the contract activity as certified by the client. b. Revenue from real estate projects is recognized on the basis of percentage of completion method of accounting. c. Income from industrial park project is recognized on the time of execution of registered sale deed / agreement to sale, in relation to sold areas only. d. Bill raised but unsettled have been accounted for in the books at the value reasonably ascertained by the management on the date of raising the bill. e. Claims in respect of civil contracts lodged/awarded with/by the respective Department which may pertains to earlier years have been accounted for in the books in the year of its certainty and at value/enhanced value reasonably ascertained by the management. 4. Joint Ventures Revenues / Expenses from contracts executed by the Company in joint ventures on backtoback arrangement basis are recognized on the same basis as similar contracts independently executed by the Company. Company s share in the Profit / Loss from joint ventures is accounted as and when the same is determined by the joint venture. 5. Employee benefit During the year under review the company has provided Bonus on accrual basis, Provident Fund and ESI contribution for eligible employees has been provided on actual liability basis and Gratuity and Leave Encashment has been provided based on actuarial valuation. 6. Investment Long term and short term investments both are stated at cost. No provision for diminution in coated investment is made because of its Long Term Nature. 7. Inventory All inventories consisting of Work in Progress (Contract), Materials & Stores in hand and Realestate division has been valued at cost as determined by the Management. No Provision is being made for slow moving Work in Progress as the management is hopeful to recover at stated value. 36 ANNUAL REPORT

39 8. Foreign currency transactions a. Transactions in foreign currencies are accounted for at exchange rate prevailing as on date of transaction. b. All assets and liabilities in foreign currencies existing at Balance Sheet date are translated at the rate of Balance Sheet date. 9. Misc. expenditure a) Preliminary expenses are amortized over a period of 10 years. b) Increase in share capital expenses are amortized over a period of 5 years. c) Amalgamation expenses are amortized over a period of 5 years. d) All expenditure exceeding Rs 5000/ incurred on any kind of software upto , and its development termed as Software Expenses are amortized over a period of 5 years. However, w.e.f expenditure on software were capitalized Computer and accessories and was amortised through depreciation as per the S.L.M. method rates prescribed under Schedule XIV of the Companies Act Fixed assets Fixed Assets mainly comprised of Earthmoving Machinery and Motor Lorries has been stated at cost less accumulated depreciation. Cost includes purchase price and all other attributable cost of bringing the assets to working condition for intended use. 11. Depreciation Depreciation is provided on straight line method as per rates specified in Schedule XIV to the Companies Act, 1956 subject to maximum of 95% of cost value. 12. Contingent liabilities Contingent Liabilities not admitted by the company are not provided for in the accounts but are disclosed by way of other disclosures. 13. Taxation Income Tax comprises current tax and deferred tax. Deferred tax assets and liabilities are recognized for the future tax consequences of timing differences subject to consideration of prudence. Deferred tax assets and liabilities are measured using the tax rates enacted or substantively enacted by the balance sheet date. 14. Earning per share The earnings considered in ascertaining company s EPS comprises the net profit after tax. The number of shares used in computing basic EPS is the weighted average number of shares outstanding during the year 15. Borrowing cost Borrowing costs that are directly attributable to the acquisition or construction of a qualifying asset are considered as part of the cost of that asset. Other borrowing costs are recognized as an expense in the year in which they are incurred. 16. Prior Period Income/Expenses Income/Expenses related to Prior Period are shown separately in Note to financial Statement under their natural head and the impact of amounts is separately disclosed in other disclosures. 17. Impairment of assets Pursuant to Accounting Standard (AS28) on Impairment of assets issued by the Institute of Chartered Accountant of India, the company assessed its fixed assets for impairment as at the year end and concluded that there has been no significant impaired fixed assets that needs to be recognized in the books of accounts. 18. Lease rental payments being operating lease is accounted for as an expenses on accrual basis. 19. Insurance claims lodged / Receivable with the respective departments has been accounted for in the books at the value either mutually settled or reasonably ascertained by the management. 20. Provision for Doubtful Debts is made at value estimated by the management. ANNUAL REPORT

40 C. OTHER DISCLOUSERS 1. Contingent Liabilities not provided for : (a) Guarantees given by banks towards performance, financial and contractual commitments (Net of FDR) on behalf of the Company Rs Lacs (previous year Rs Lacs). (b) Letter of Credit o/s as on Rs Lacs (Previous Year Rs Lacs) (c) VAT Liability against Housing Project at Guwahati is estimated to be approx. Rs lacs (Previous Year Rs Lacs). (d) Income Tax Demand (including interest) of Rs Lacs (Previous Year Rs Lacs) under section 153A/143(3) of Income Tax Act,1961 as the same is under appeal with I.T. Authorities. However, the I.T. Deptt. has recovered Rs Lacs against outstanding refunds shown under Advance Income tax & TDS (Net of Provision for Income tax ) under Note No. 16 (e) Service Tax demand of Rs Lacs (Previous YearRs Lacs) for F.Y to F.Y and penalty of Rs Lacs (Previous YearNIL) (f) VAT liability against Lucknow Airport Project is estimated to be Approx Rs Lacs (Previous Year NIL) (g) Income Tax demand of Rs.0.70 Lacs (Previous Year NIL) for penalty U/s 271(1)(b) (h) Income Tax demand for penalty U/s 272 (A)(2)(k) of Rs.3.50 Lacs (Previous Year NIL) 2 (a) The Balance of Security Deposit/ Retention Money, Earnest Money, Withheld Money, Trade Receivables, Loans & Advances and Trade payables are subject to their confirmation. (b) Rs. 6,71,59,938/ (Previous Year Rs. 6,32,31,002/) recoverable from DDA against Service tax against which Petition have been filed in High Court of Delhi and the same is pending. In the opinion of the Management, the same is considered good and will be recovered in due course therefore no provision has been made in the books of accounts. (c) Trade payable are shown net off business advances. 3 Receipts from Civil Contracts / Projects and bill raised but unsettled are inclusive of VAT and / or Service Tax wherever applicable. 4 During the year, the Company was associated in the following Joint Ventures: Sl. No. Name of Joint Venture Description of Job 1 DRABLABCL(JV) Widening and strengthening of existing National Highways from 2 Lane to 4 Lane NH31, Nalbari Section, Assam 2 Madhava Brahmaputra Consortium Limited (JV) Construction of foundation, substructure and superstructure (PSC Box Girder) of major bridge No. 543 (proposed span 20x25.00m on pile foundations) at Chainage 143/600 KM and minor Br. No. 541 at Chainage 143/750 KM in between DamcherraChandranathpur stations, on permanent 143/ KM to 144/ KM and all other ancillary works in connection with LumdingSilchar Gauge Conversion Project. 3 DRABrahmaputra Consortium Limited (JV) (i) Construction of Grade Separator at Rani Jhansi Road at New Delhi. (N.I.T. EE.X VIII/200708/09) (ii) Construction of Grade Separator at Dabri intersection of Pankha Road and Road leading to Dwarka near Janakpuri in West Delhi. 38 ANNUAL REPORT

41 Sl. No. Name of Joint Venture Description of Job 4 UnityBrahamputra Consortium Ltd. (JV) (i) Construction of Jorhat Medical College & Hospital,Jorhat (ii) Construction of Single line BG Tunnel No.6 in connection with Construction of new railway line project JiribamTupul (Imphal) of N.F Railway (Construction) (iii) Execution of the work Assam Hills Medical College & Research Institute,Diphu, Karbi Anglong 5 IPLBrahmaputra Infrastructure Limited (JV) Construction of New Integrated Passenger Terminal Building at Lucknow Airport. 6 SMSILBCL (Joint Venture) Construction of North Bank Embankment on river Brahamaputra near Dibrugarh, Assam 7 Madhava Hytech Brahamaputra (JV) Construction of underpass at Ring Road and Kadirenhalli Road junction at Bangalore, Karnataka. 8 SMSILBIL (Joint Venture) Construction of North Guide Bundh in river Brahmaputra. 9 BCLFGM Consortium Hiring of Crawler mounted shovels/hydraulics Excavators,backhpes,dumpers for removal of Lignite 10 KMC Brahmaputra Infrastructure Ltd. (JV) Contruction of 2lane Gangtok Byepass Road from Ranipool to Burthuk in East Sikkim 11 DRAIPLBrahmaputra Infrastructure Ltd.(JV) Contruction of 2lane Silchar Byepass with paved shoulders under SARDPNE,PhaseA, under Silchar PWD NH Division in the State of ASSAM. 12 SupremeBIL (JV) Construction of pucca road on service road of saran main canal, Marhaura branch canal, Kateya branch canal and Hathua branch canal, Under saran canal system. 13 BILBLAGSCO(JV) Development and operations of ChattiBariatu Coal Mining Block 14 DRABrahmaputra Infrastructure Ltd. (JV) Improvement & Upgradation of SH46 ( Dudhnoi Goalpara Pancharatna) 5 Previous year figures having been reworked, regrouped rearranged and reclassified wherever necessary to make them comparable with current year figures 6 Accounting for Tax on Income: Current Tax is determined based on the provision of the Income Tax Act 1961 including treatment of Retention Money amount as contingent amount taxable in the year of its real accrual/ receivable based on real income theory. Deferred tax has been provided for all timing difference as required under the provisions of the Accounting Standard 22 issued by the Institute of Chartered Accountants of India. 7 Remuneration to Managing Director & Whole time Directors as under : (Rs. in Lacs) Particulars Salary Perks TOTAL ANNUAL REPORT

42 8 Related Party Disclosure pursuant to Accounting Standard (AS) 18 is as follows: List of Related Parties: a) Subsidiaries: Brahamputra Concrete (Bengal) Pvt. Ltd. Brahmaputra Concrete (P) Ltd. Brahmaputra Property Management Services (P) Ltd Brahmaputra Industrial Park Pvt.Ltd Brahmaputra Warehousing Pvt. Ltd Brahmaputra Real Estates Pvt. Ltd b) Joint Ventures: PCL Brahmaputra Consortium Ltd (JV) KB Brahmaputra Consortium Ltd (JV) DRABLABCL(JV) Brahmaputra Consortium Ltd (JV) GPL Brahmaputra Consortium Ltd (JV) Madhava Brahmaputra Consortium Ltd (JV) BTS Brahmaputra Consortium Ltd (JV) DRA Brahmaputra Consortium Ltd (JV) BLA Brahmaputra Consortium Ltd (JV) IPLBrahmaputra Infrastructure Ltd. (JV) Unity Brahmaputra Infrastructure Ltd. (JV) SMSIL BCL (Joint Venture) Madhava Hytech Brahamaputra (JV) SMSILBIL (Joint Venture) BCLFGM Consortium KMCBrahmaputra Infrastructure Limited (JV) DRAIPLBrahmaputra Infrastructure Limited (JV) SupremeBrahmaputra Infrastructure Limited (JV) BILBLAGSCO (JV) DRABrahmaputra Infrastructure Ltd.(JV) c) Associates: Brahmaputra Overseas Ltd Brahmaputra Projects (P) Ltd Brahmaputra Promotors and Planners (P) Ltd Brahmaputra Holdings (P) Ltd Brahmaputra Realtors (P) Ltd Brahmaputra Promoters & Developers Limited Brahmaputra Housing & Urban Infrastructure Ltd. Indotech Tubewells (P) Ltd M.L.Singhi & Associates (P) Ltd Brahmaputra Finlease (P) Ltd Satluj Infrastructure Ltd Bengal Brahmaputra Realty Limited Meghalaya Infratech Ltd. d) Key Management Personnel & their relatives: Sanjeev Kumar Prithani, Joint Managing Director Sanjay Kumar Mozika, Joint Managing Director Manoj Kumar Prithani, Managing Director till 26th Aug, ANNUAL REPORT

43 Manoj Kumar Prithani,CEO since 27th Aug,2013 & Relative Rajesh Singh, Whole time Director Suneet Kumar Todi, Whole time Director Suresh Kumar Prithani, Relative Shobna Prithani, Relative Anita Prithani, Relative Kiran Prithani, Relative Nikita Prithani, Relative Om Kumar, Independent Director Satish Chandra Gupta, Independent Director Viresh Shankar Mathur, Independent Director Kuladhar Saharia, Independent Director The following transactions were carried out with the related parties in ordinary course of business: Statement showing related party transactions during the year ended on 31 st March 2014 (Rs.in Lacs) S.No Nature of Transactions Subsidiaries Joint Assoc Key Ventures iates Management Personnel & their relatives i) Purchase of Material/ Services/Fixed Assets/ Rent/Interest/Piece rate work (146.09) (24.11) (768.51) (27.00) ii) Sale of Material/ Services/ Fixed Assets/ 3, Rent/Escalation Claims/Investment (Nil) (2,323.01) (Nil) (270.20) iii) Managerial Remuneration / Salary (Nil) (Nil) (Nil) (130.77) iv) Advance/Loan given/paid back during the year , (926.15) (321.89) (3,394.81) (Nil) v) Advance/Loan taken/received back during the year 1, , (Nil) (2,851.83) (3,527.56) (Nil) vi) Retention/witheld deducted during the year (Nil) (213.94) (Nil) (Nil) vii) Retention/witheld released during the year / deducted during the year by BIL (Nil) (202.79) (Nil) (Nil) vii) Net Investments made during the year (297.43) (Nil) (268.18) (Nil) (Nil) viii) Outstanding at year end. Payables , (Nil) (5,182.55) (251.34) (20.46) Receivables 1, , (1,684.51) (6,481.47) (21.26) (Nil) Investments , (685.15) (1,850.02) (327.25) (Nil) Guarantees & Collateral given 18, (Nil) (24,675.50) (Nil) (Nil) Note: figures in ( ) relates to previous year ended ANNUAL REPORT

44 9 In the opinion of the Directors, the Current Assets, Non Current Assets, Claim Receivables, Outstanding Arbitrational Claim, Loan & Advances (excluding retention money) have a value on realization in ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet. 10 The company has not received information from vendors regarding their status under the Micro, Small and medium Enterprise Development Act, 2006 and hence disclosure relating to amounts unpaid as at the year end together with interest paid/payable under this Act has not been given. 11 Segment Reporting The Company has two segments Heavy Civil Construction Division and Real Estate. Individual reporting is given below: Primary Segment (Business Segment) (Rs. in Lacs) Particulars Heavy Civil Real Total Construction Estate Division Division A. Revenue External 24, , , (28,976.87) (2,196.33) (31,173.20) B. Results Profit / (Loss) Before Tax 3, , (756.88) (926.06) (169.18) Provision for Income Tax (139.05) (300.46) (161.41) Provision for Deferred Tax (137.71) (NIL) (137.71) Prior Period Income Tax (16.65) (NIL) (16.65) Profit after Tax 2, , (496.78) (625.60) (128.82) C. Other Information Segment Assets 64, , , (64,174.82) (10,894.55) (75,069.37) Segment Liability 57, , , (54,744.47) (3,011.78) (57,756.25) Capital Expenditure (1,739.35) (NIL) (1,739.35) Depreciation 2, , (2,687.29) (NIL) (2,687.29) Non cash expenditure other than depreciation (6.22) (NIL) (6.22) Note: figures in ( ) relates to previous year ended ANNUAL REPORT

45 12 Deferred Tax Liability The break up of tax effect of timing differences is given as under: S. Item of timing Difference Opening as at Charge/ Closing as at No (Release) during the period 1 Depreciation 27,194,650 (26,777,809) 416,841 2 Retention Money 197,843,058 (9,922,383) 187,920,675 3 Disallowance under Income Tax Act (8,165,708) (839,123) (9,004,831) 4 Business Loss to be c/f (37,036,685) (37,036,685) Total 216,872,000 (74,576,000) 142,296, There is no impairment loss on fixed assets is recognized or reversed during the year pursuant to Accounting Standard (AS) Information pursuant to provision of Schedule VI of the Companies Act, 1956 wherever applicable are as follows: (Rs. in Lacs) Sr. No. Particulars I. A. Income from Operations 25, , B. Other Income C. Profit / (Loss) Before Tax (2,810.61) D. Profit / (Loss) After Tax (2,067.74) E. Dividend II. A. Value of Import on CIF basis B. Expenses in Foreign Currency C. Earning in Foreign Currency 15 Travelling & Conveyance includes Rs. NIL (Previous Year Rs Lacs) incurred on Foreign Travelling of Directors & Others 16 Profit After Tax is after considering the following Income, Expenditure & Taxes which relates to Prior Period Rs. in Lacs Particulars A. Income B. Expenses (59.53) C. Taxes ( Net of MAT credit & earlier year provisions/shortfall) In terms of our attached audit report of even date For A.B. BANSAL AND COMPANY CHARTERED ACCOUNTANTS Firm Regn. No. : N A.B. BANSAL PARTNER M. No For and on behalf of Board of Directors Sanjeev Kumar Prithani (Joint Managing Director) Place : New Delhi Parimesh Manocha Pankaj Goyal (Rajesh Singh) Date : (Company Secretary) (VP Finance & Accounts) (Whole Time Director) ANNUAL REPORT

46 AUDITORS' REPORT ON CONSOLIDATED FINANCIAL STATEMENTS To The Members, BRAHMAPUTRA INFRASTRUCTURE LIMITED New Delhi Report on the Consolidated Financial Statements We have audited the accompanying Consolidated Financial Statements of Brahmaputra Infrastructure Limited ("the Company"), its subsidiaries and Joint Ventures (as per list appearing in Note 28B1(a) and hereinafter collectively referred to as 'Group ) which comprise of the consolidated Balance Sheet as at 31st March, 2014, the consolidated statement of Profit and Loss and consolidated Cash Flow Statement of the year then ended, and a summary of significant accounting policies and other disclosures. Management's Responsibility for the Financial Statements Management is responsible for the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial Performance and consolidated cash flows of the group in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. The consolidated financial statements have been prepared by the company in accordance with the requirements of Accounting Standard AS 21 on Consolidated Financial Statements, AS23 on Accounting for Investment in Associates in Consolidated Financial Statement and AS27 on Financial reporting of Interest in Joint Ventures as prescribed by the Companies (Accounting Standard's) Rules, 2006 and on the basis of the separate audited financial statements of the company, its Joint Ventures and its subsidiary included in the consolidated financial statements. Auditor's Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the Standard on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirement and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Group preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluation of appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the separate audit reports of the other auditors on the financial statement of the subsidiary as noted below, we are of the opinion that the said consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of Consolidated Balance Sheet, of the state of affairs of the group as at 31st March 2014, (b) in the case of the Consolidated Profit and Loss Account, of the profit of the group for the year ended on that date, and (c) in the case of Cash Flow Statement, of the Cash Flows of the group for the year ended on that date. 44 ANNUAL REPORT

47 Other Matter (a) We did not audit the financial statements and other financial information of three subsidiaries companies namely Brahmaputra Real Estate P Ltd., Brahmaputra Industrial Park P Ltd., Brahmaputra Warehousing P Ltd. and such companies has been audited by other auditors and our report in so far as it relates to the amounts included in respect of the subsidiaries is based on such financial statements. (b) We have relied upon the unaudited (as not required under any law) financial statement of the joint venture namely GPLBrahmaputra Consortium Ltd. (J.V). This unaudited financial statement has been furnished to us by the management and our report in so far as it relates to the amounts included in respect of the Joint Venture is based on such financial statement. For A.B Bansal and Company Chartered Accountants Firm Regn No N A.B. Bansal Place : New Delhi Partner Dated : M.No ANNUAL REPORT

48 CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2014 Particulars Note No I. EQUITY AND LIABILITIES Shareholder's funds (a) Share Capital 1 290,184, ,184,000 (b) Reserve & Surplus 2 1,202,802,405 1,412,004,378 (b) Minority Interest 120, ,000 Noncurrent liabilities (a) Longterm Borrowings 3 737,895, ,454,417 (b) Deferred tax liabilities (Net) 143,929, ,505,869 (c) Other Longterm liabilities 4 1,413,630,976 1,645,864,532 (d) Longterm Provision 5 10,995,391 10,256,290 Current liabilities (a) Shortterm borrowings 6 2,388,423,115 1,789,663,503 (b) Trade payables 954,805, ,570,232 (c) Other current liabilities 7 568,474, ,669,485 (d) Shortterm Provision 8 888, ,172 TOTAL 7,712,149,565 7,523,109,877 II. ASSETS Noncurrent assets (a) Fixed Assets 9 (i) Tangible assets 1,175,893,577 1,398,954,284 (ii) Intangible assets 4,417,313 5,535,863 (iii) Capital Work in Progress 25,848, ,526 Total 1,206,159,323 1,404,878,673 (b) Goodwill / Surplus on Consolidation 84,533, ,948,404 (c) NonCurrent investment 10 61,491,131 60,902,117 (d) Long term Loans & Advances ,832, ,252,106 (e) Other noncurrent assets 12 1,018,833,192 1,010,048,960 Current assets (a) Inventories 13 3,172,852,250 2,831,498,780 (b) Trade receivables 14 1,318,419,339 1,344,364,688 (c) Cash & Bank Balance ,164, ,156,382 (d) Shortterm loans and advances ,864, ,059,767 Total 5,024,299,872 4,598,079,617 TOTAL 7,712,149,565 7,523,109,877 Significant Accounting Policies and Other Disclosures 26 Note 1 to 16 and 26 form an integral part of the Balance Sheet. In terms of our attached audit report of even date For A.B. BANSAL AND COMPANY For and on behalf of Board of Directors CHARTERED ACCOUNTANTS Firm Regn. No. : N A.B. BANSAL PARTNER M. No Sanjeev Kumar Prithani (Joint Managing Director) Place : New Delhi Parimesh Manocha Pankaj Goyal (Rajesh Singh) Date : (Company Secretary) (VP Finance & Accounts) (Whole Time Director) 46 ANNUAL REPORT

49 CONSOLIDATED STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ON 31ST MARCH 2014 Particulars Note No I. Revenue from Operations 17 2,595,510,165 3,188,555,913 II. Other Income 18 13,985,518 37,290,227 TOTAL 2,609,495,683 3,225,846,139 III. Expenses: Cost of Material Consumed ,285, ,133,758 Changes in inventories of workinprogress 20 (135,543,717) (281,726,862) Staff Cost ,827, ,954,670 Financial costs ,819, ,291,716 Depreciation 9 249,875, ,354,903 Other Expenses 23 1,385,682,030 1,856,942,155 Total Expenses 2,892,945,789 3,213,950,339 IV. Profit/(Loss) before exceptional and extraordinary item and tax (I+IIIII) (283,450,106) 11,895,801 V. Exceptional Items VI. Profit/(Loss) before extraordinary item and tax (IVV) (283,450,106) 11,895,801 VII. Extraordinary item 24 (1,988,375) VIII. Profit/(Loss) before tax (VIVII) (283,450,106) 13,884,176 IX. Tax expenses Current Tax 38,532 16,141,474 Deferred Tax (74,576,000) (13,770,803) Prior Period Income Tax 289,334 1,664,846 Profit After Tax from continuing Operations (209,201,972) 9,848,659 XI. Earning Per equity share: 25 Basic Earning per Share (7.21) 0.34 Dilluted Earning per Share (7.21) 0.34 Significant Accounting Policies and Other Disclosures 26 NOTE 9 and 17 to 26 form an integral part of the Statement of Profit & Loss In terms of our attached audit report of even date For A.B. BANSAL AND COMPANY For and on behalf of Board of Directors CHARTERED ACCOUNTANTS Firm Regn. No. : N A.B. BANSAL PARTNER M. No Sanjeev Kumar Prithani (Joint Managing Director) Place : New Delhi Parimesh Manocha Pankaj Goyal (Rajesh Singh) Date : (Company Secretary) (VP Finance & Accounts) (Whole Time Director) ANNUAL REPORT

50 CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2014 Particulars A Cash Flow from Operating Activities 1 Profit Before Tax (283,450,106) 11,895,801 2 Adjustment for: Depreciation 249,875, ,394,256 Interest paid (Net of Interest received on FDR) 439,812, ,024,106 Loss / (Profit) on sale of Assets (Net) 712,527 (290,923) Misc. exp. Written off 756, ,830 Dividend Income received (12,840) (9,600) B. Operating Profit before Working Capital changes (1+2) 407,694, ,644,469 C. Changes in Working Capital (Excluding Cash & Bank Balance) (Increase) / Decrease in Trade and other Receivables * (33,770,516) (1,138,496,265) (Increase) / Decrease in Inventories * (341,353,470) (810,120,858) Increase / (Decrease) in Trade Payables and other Liabilities * 61,605, ,002,949 D. Cash Generated from Operations (B+C) 94,176,010 (955,969,705) E. Less : Taxes paid * 52,640,038 78,144,071 F. Net Cash flow before Exceptional / Extraordinary Items (DE) 41,535,972 (1,034,113,776) Less : Exceptional / Extraordinary Items [(profit)/loss] (1,988,375) Net Cash from Operating Activities 41,535,972 (1,032,125,401) G. Cash Flow from Investing Activities Purchase of Fixed Assets * (58,867,806) (429,016,828) Sale / Adjustments of Assets 6,956,430 49,688,050 (Increase) / Decrease in Goodwill / Surplus on Consolidation 24,415,341 27,636,994 Dividend received 12,840 9,600 Deficit out of Amalgamation (70,092,000) Acquisition of Reserve, Security Premium, Profit & Loss and Deffered Tax Liabilities of Transferor Company Due to Amalgamation 313,641,551 (Increase) / Decrease in Investments in Associates* 9,196,125 (Increase) / Decrease in Investments in Joint Ventures (589,013) 1,021,663 Net Cash used in Investing Activities (28,072,208) (97,914,845) H. Cash Flow From Financing Activities Proceeds from / Repayment of Long Term borrowings/other Long Term Liability * (187,458,256) 1,134,395,852 Minority Interest Proceeds from / Repayment of Short Term borrowings * 598,759, ,102,419 (Increase) / Decrease in Amalgamation & Share Issue Exp & Misc Exp (944,640) (2,285,575) Interest paid ( Net of Interest received on FDR) (439,812,596) (401,024,106) Shares Issued under Scheme of Amalgamation 140,184,000 Net Cash Flow from Financing Activities (29,455,880) 1,197,372,590 I. Net Increase/(Decrease) in Cash and Cash Equivalents (F+G+H) (15,992,116) 67,332,344 Cash and Cash Equivalents at the beginning of the year 128,156,382 60,824,038 Cash and Cash Equivalents at the end of the year 112,164, ,156,382 In terms of our attached audit report of even date For A.B. BANSAL AND COMPANY For and on behalf of Board of Directors CHARTERED ACCOUNTANTS Firm Regn. No. : N A.B. BANSAL Sanjeev Kumar Prithani PARTNER (Joint Managing Director) M. No Place : New Delhi Parimesh Manocha Pankaj Goyal (Rajesh Singh) Date : (Company Secretary) (VP Finance & Accounts) (Whole Time Director) 48 ANNUAL REPORT

51 CONSOLIDATED NOTES FORMING PART OF THE ACCOUNTS : 31ST MARCH 2014 PARTICULARS NOTE1 : SHARE CAPITAL AUTHORIZED SHARE CAPITAL 3,30,00,000 Equity Share of Rs.10/ each 330,000, ,000,000 (Previous Year 3,30,00,000 Equity Share of Rs.10/ each) ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL 2,90,18,400 Equity Shares of Rs. 10/ Each fully paid up 290,184, ,184,000 (Previous Year 2,90,18,400 Equity Shares of Rs. 10/ each fully paid up) (Including 1,40,18,400 equity shares issued pursuant to scheme of amalgamation on 28th March 2013) TOTAL 290,184, ,184, DETAIL OF SHAREHOLDERS HOLDING MORE THAN 5% EQUITY SHARES IN THE COMPANY As at As at Name of Shareholder 31st March st March 2013 No. of % of No. of % of Shares held Holding Shares held Holding M.L.Singhi & Associates Pvt. Ltd 5,461, ,461, Brahmaputra Finlease Pvt. Ltd. 3,080, ,080, Sanjeev Kumar Prithani 1,481, ,481, Brahmaputra Holdings Pvt. Ltd. 3,339, ,339, Suresh Kumar Prithani 2,539, ,539, RECONCILIATION OF NUMBER OF EQUITY SHARES OUTSTANDING IS SET OUT BELOW Particulars No. of Shares No. of Shares Number of Shares outstanding at the beginning of the year 29,018,400 15,000,000 Add: Number of Shares Issued during the year pursuant to scheme of 14,018,400 amalgamation Less: Number of Shares bought back during the year Number of Shares outstanding at the end of the year 29,018,400 29,018, BONUS SHARES ISSUED IN LAST 5 (FIVE) PRECEDINGS YEARS NIL NIL ANNUAL REPORT

52 CONSOLIDATED NOTES FORMING PART OF THE ACCOUNTS : 31ST MARCH 2014 PARTICULARS NOTE2 : RESERVE & SURPLUS Security Premium Balance as per Last Financial Statement 270,822, ,582,140 Add: Transfer from Brahmaputra Infraproject Limited as per scheme of Amalgamation 3,240, ,822, ,822,140 General Reserve Balance as per Last Financial Statement 914,908, ,000,000 Add: Transfer from Brahmaputra Infraproject Limited as per scheme of Amalgamation 160,000,000 Add: Transferred during the Year from Profit & Loss A/c Less: Deficit arising out of Amalgamation 70,092, ,908, ,908,000 Profit & Loss Account Balance as per Last Financial Statement 226,274, ,223,832 Add: Transfer from Brahmaputra Infraproject Limited as per scheme of Amalgamation 97,201,748 Add: Profit/(Loss) for the Year (209,201,973) 9,848,658 Less: Transferred to General Reserve 17,072, ,274,238 TOTAL 1,202,802,405 1,412,004,378 NOTE3: LONG TERM BORROWINGS Secured: Term Loans: Equipments Non Current Current Non Current Current From Banks 13,696,521 29,344,215 36,905,476 33,011,341 From Others 305,429, ,723, ,292, ,189,297 (Secured against hypothecation and First Charge of Equipment & Machinery, Some of the Flats at Spanish Garden Zoo Road, Corporate Guarantee of One Company which is JV Partner in Spanish Garden, Subservient Charge on Current Asset of the Co., Exclusive Charge on Land at Guwahati in the name of the one Associate Co., Equitable Mortgage of Property situated at Brahmaputra Industrial Park in the name of the co. & Personal guarantee of Promoter Directors, Carrying Interest rate between 9.00% to 15.16%) Term Loans: City Centre Shopping Mall 404,030, ,890,978 From Allahabad Bank (Secured against exclusive first charge on entire movable and immovable fixed assets of the project & charge on land (in the name of JV partner) of such project, & personal guarantee of promoters/directors and land owners, Carrying Interest rate base rate plus 1.50%) Unsecured From Related parties 14,739, ,000 From Others 10,115,000 Total Long Term Borrowings 737,895, ,067, ,454, ,200, ANNUAL REPORT

53 CONSOLIDATED NOTES FORMING PART OF THE ACCOUNTS : 31ST MARCH 2014 PARTICULARS Maturity / Repayment Profile of Term Loan from Bank & Others Particulars of Loan >3 Repayment to Bank 12,822, , ,510 Repayment to Others 196,116, ,313,842 Repayment of Term Loan Shopping Mall 53,870, ,741, ,418, ,809, ,757, ,589, DETAIL OF OVERDUE INSTALMENTS AND INTEREST Overdue Overdue Overdue Overdue Principal as on Interest as Principal as Interest as 31st March 2014 on 31st on 31st March on 31st March March 2013 Particulars of Loan From Banks 5,170,511 8,344,414 4,291,563 1,089,463 From Others 34,982,344 19,478, ,812,652 26,593,686 40,152,855 27,822, ,104,215 27,683,149 NOTE4: OTHER LONG TERM LIABILITY Advances from Customers Secured: (Secured against Bank Guarantee) i) From Related parties 602,915, ,206,979 ii) From Others 644,707,269 1,065,280,070 Unsecured i) From Others 24,964,492 SD/Retention/ Withheld from Subcontractor Unsecured i) From Related parties 22,135, ,046 ii) From Others 118,908,101 73,658,437 TOTAL 1,413,630,976 1,645,864,532 NOTE5: LONG TERM PROVISION Non Current Current Non Current Current Provision for Gratuity 8,643, ,170 7,626, ,137 Provision for Leave Encashment 2,352, ,035 2,630, ,035 10,995,391 = 888,205 = 10,256, ,172 = = ANNUAL REPORT

54 CONSOLIDATED NOTES FORMING PART OF THE ACCOUNTS : 31ST MARCH 2014 Brahmaputra Infrastructure Limited PARTICULARS NOTE6: SHORTTERM BORROWINGS Secured LOANS REPAYABLE ON DEMAND Working Capital Facilities from Banks (I) Cash Credit Facilities 2,004,236, ,696,503 Demand Loans from Banks 312,879, ,357,000 VENDOR FACTORING (II) India Factoring Finance & Solutions P. Ltd 63,864,511 Unsecured From Related Parties (III) 5,607,000 11,775,000 From Others 1,835,000 1,835,000 2,388,423,115 1,789,663,503 NOTE7: OTHER CURRENT LIABILITIES Expenses Payable 50,103,946 56,071,980 Advances Received 117,935, ,925,907 Statutory Liabilities 86,814,783 80,144,907 Bonus Payable 12,214,096 10,853,789 Directors Remuneration Payable 704,660 1,168,813 Other Liabilties 362, ,773 Interest Accrued and due on Term Loan From Banks 8,344,414 1,089,463 Interest Accrued and due on Term Loan From Others 19,478,489 26,593,686 Current maturities of longterm debt (Refer Note No.3) 272,067, ,200,638 Unclaimed Dividend 447, , ,474,004 = 622,669,485 = NOTE8: SHORTTERM PROVISIONS Provision for Gratuity (Refer Note No.5) 495, ,137 Provision for Leave Encashment (Refer Note No.5) 393, , , , ANNUAL REPORT

55 NOTE 9 CONSOLIDATED FIXED ASSETS AS PER SCHEDULE XIV OF THE COMPANIES ACT 1956 AS ON 31/03/2014 GROSS BLOCK DEPRICIATION BLOCK NET BLOCK Name of the Asset Addition During the Year As on Put Not Deduction / Total Upto Deduction Prior For the year Transferred to Total WDV WDV 01/04/2013 to use put Sale during as on 01/04/2013 on account Period April13 to Development as on As on As on to the year 31/03/2014 of sale of Adjustment March 14 WIP 31/03/ /03/ /03/2013 use Assets TANGIBLE : Land 2,700,000 2,700,000 2,700,000 2,700,000 Land at Assam i) Developed Land 79,188,042 79,188,042 79,188,042 79,188,042 ii) Expenditure During Construction period 10,401,302 1,831,330 12,232,632 12,232,632 10,401,302 iii) Development WIP 61,811,010 5,779,121 67,590,131 67,590,131 61,811,010 iv) Bunglow at Site (Under Construction) 27,080,000 27,080,000 27,080,000 27,080,000 v) NTPC Development Account 649,905 5,403,435 6,053,340 6,053, ,906 Buildings 23,328,147 23,328,147 4,118, ,016 4,600,426 18,727,721 19,209,738 CENTRAL WORKSHOP Land 13,324,294 13,324,294 13,324,294 13,324,294 Buildings 44,522,124 44,522, , ,780 43,977,344 44,522,124 Total Land & Building ( A ) 263,004,824 7,610,452 5,403, ,018,710 4,118,410 1,026,796 5,145, ,873, ,886,416 Plant & Machinery Earth Moving 1,470,077,108 10,138,219 2,075,334 1,478,139, ,412,441 1,643, ,664, ,433, ,706, ,664,667 Motor Lorries 936,617, ,617, ,756,553 74,971, ,728, ,889, ,860,862 Others 253,234,944 4,487,733 59, ,781, ,145,872 13,041, ,186, ,594, ,089,072 Total Plant & Machinery ( B ) 2,659,929,467 4,487,733 10,197,248 2,075,334 2,672,539,114 1,600,314,866 1,643, ,677,184 1,836,348, ,190,860 1,059,614,601 Furniture & Fixture 24,098, ,334 24,234,519 7,841,296 1,492,671 9,333,967 14,900,552 16,256,888 Office Equipment 24,740,322 2,109,437 26,849,759 6,093,687 1,237,683 7,331,370 19,518,389 18,646,635 Motor Vehicle 63,758,570 1,568,629 1,356,542 15,030,311 51,653,430 24,603,679 7,783,571 9,321 5,422,676 22,233,463 29,419,967 39,154,890 Computer & Accessories Hardware 18,958, ,841 19,391,126 12,563,433 1,837,388 14,400,821 4,990,305 6,394,853 Total Others Tangible Item ( C ) 131,555,362 4,247,241 1,356,542 15,030, ,128,834 51,102,096 7,783,571 9,321 9,990,418 53,299,622 68,829,212 80,453,266 Total Tangible assets D= ( A+B+C ) 3,054,489,653 16,345,426 16,957,225 17,105,645 3,070,686,659 1,655,535,372 9,427,367 9, ,694,398 1,894,793,082 1,175,893,577 1,398,954,283 INTANGIBLE : Goodwill 2,229,900 2,229,900 2,229,900 2,229,900 Computer & Accessories Software 8,625, ,250 8,730,945 5,319,732 1,223,800 6,543,532 2,187,413 3,305,963 Total Intangible assets ( E ) 10,855, ,250 10,960,845 5,319,732 1,223,800 6,543,532 4,417,313 5,535,863 CAPITAL WORK IN PROGRESS Capital Work in Progress 388,527 25,361,934 25,750,461 25,750, ,527 CWIP Building 3rd Floor 97,972 97,972 97,972 Total Capital Work in Progress ( F ) 388,527 25,459,906 25,848,433 25,848, ,527 Grand Total (D+E+F) 3,065,733,775 16,450,676 42,417,130 17,105,645 3,107,495,936 1,660,855,104 9,427,367 9, ,918,198 1,901,336,614 1,206,159,322 1,404,878,673 Previous Year 2,872,318, ,595,980 70,858,900 64,689,342 3,065,083,871 1,306,356,623 95,396,438 15,292, ,354,903 39,353 1,660,855,103 1,404,228,768 1,299,653,230 ANNUAL REPORT

56 CONSOLIDATED NOTES FORMING PART OF THE ACCOUNTS : 31ST MARCH 2014 PARTICULARS NOTE10: NON CURRENT INVESTMENT Unquoted (at cost) In Associates: Investment in Meghalaya Infratech Ltd. 32,725,000 32,725,000 (197,550 Equity Shares (Previous Year 197,550 Equity Shares) of Rs 10/ each fully paid up) Investment in M.L.Singhi & Associates Pvt Ltd 3,302,500 3,302,500 ( Equity Shares of Rs 10/ each fully paid up) Investment in Brahmaputra Holdings Pvt Ltd 35,000 35,000 (7000 Equity Shares of Rs 10/ each fully paid up) Quoted (at cost) In Others Union Bank of India 19,200 19,200 (1,200 No of Equity Shares of Rs 10/ each fully paid up) Market Value as at Rs.1,64,640/ (Previous Year Rs.2,61,660/) Other Trade Investments Capital in Joint Ventures 25,409,431 24,820,417 TOTAL 61,491,131 60,902,117 (I) (a) Under Consortium Banking arrangement with IOB as the Lead Bank carrying interest rate of Base Rate + upto 6.10%. (b) Secured by hypothecation of Stock, BookDebts & Retention Money as Primary Security and Ist Pari Paripasu Charge on all current assets of the Company. (c) Colletarally Secured by the followings: Industrial Land Situated at Brahmaputra Industrial Park Guwahati, Assam in the name of Co. (Dag No. 409, 721, 778, 781, 786 & 779) Land and Building at A7, Mahipalpur, Delhi, Jointly Owned by Co. and One Associate Company. Flat No. 401, 4th Floor, Royal Plaza, Guwahati in the name of the Co. EM of Industrial Land / Central Workshop at Brahmaputra Industrial park, Guwahati Assam. First Charge on some of the unencumbered Fixed Assets in the name of Co. Second Charge on some of the encumbered Fixed Assets in the name of Co. Subservient Charge on the encumbered Fixed Assets in the name of Co. Land & Building situated at Rajasthan in the name of Relative of Directors Personal Guarantees of Promoters / Directors Corpoarate Guarantee of two Associates Cos. (II) (a) Secured against Bank Guarantees carrying Discounting Rate of 12.60% (III) Carrying interest rate of 12% NOTE11: LONG TERM LOANS AND ADVANCES (Unsecured, Considered Good) Security Deposit 8,629,433 8,000,623 Long term loan / Advances to Related Parties to Subsidiaries Companies to Associates Companies 8,500,000 8,500,000 Long term loan/ Advances to Others (Net of Provisions) 299,703, ,751, ,832, ,252, ANNUAL REPORT

57 CONSOLIDATED NOTES FORMING PART OF THE ACCOUNTS : 31ST MARCH 2014 Brahmaputra Infrastructure Limited PARTICULARS NOTE12: OTHER NON CURRENT ASSETS (Unsecured, Considered Good) Retention/ Witheld By Clients 697,690, ,101,501 (Including FDR of Rs. 1,22,75,000/) Earnest Money Deposit 11,694,810 13,651,766 (Including FDR of Rs. 75,46,810/) Claims Receivables 304,687, ,805,411 Amalgamation Exp.(to the extent not W/o or adjusted) 2,032,475 1,803,908 Misc Exp (to the extent not W/o or adjusted) 527, ,041 Preoperative Expenses 2,200,000 2,253,416 Unoperative Expenses 817,917 1,018,833,192 1,010,048,960 NOTE13: INVENTORIES [AT COST] EPC W.I.P. 1,926,534,171 1,790,891,129 Building Material 294,270, ,050,756 (Including Goods in transit Rs.26,64,986/ (Previous Year Rs.14,37,405/)) Stores & Spares 57,567,294 52,530,953 Real Estate Finished 197,944, ,706,403 Work In Progress 696,535, ,319,539 TOTAL 3,172,852,250 2,831,498,780 NOTE14: TRADE RECEIVABLES Unsecured, Considered Good) From JVs i) Debts outstanding for a period exceeding six months 173,665,156 56,957,200 ii) Debts outstanding for a period less than six months 58,778, ,509,101 From Associates i) Debts outstanding for a period exceeding six months 3,766,996 7,544,396 ii) Debts outstanding for a period less than six months 134,750 From Others i) Debts outstanding for a period exceeding six months 900,531, ,406,568 ii) Debts outstanding for a period less than six months 181,677, ,812,673 TOTAL 1,318,419,339 1,344,364,688 NOTE15: CASH & BANK BALANCE Cash & Cash Equivalents Cash in Hand 13,997,422 8,023,486 Balances with Scheduled bank in Current Account Earmarked for Unpaid Dividend 447, ,529 Others 26,259,802 28,735,231 Others Bank Balances Balance with Banks in FDR Accounts 71,459,513 90,950,136 (including Interest Accrued thereon) (Pledge with Banks as Security against BGs and LCs) (Including Rs.1,70,45,254/ having maturity after one Year (Previous Year Rs.1,00,66,898/)) TOTAL 112,164,266 = 128,156,382 = ANNUAL REPORT

58 CONSOLIDATED NOTES FORMING PART OF THE ACCOUNTS : 31ST MARCH 2014 PARTICULARS NOTE16: SHORTTERM LOANS & ADVANCES (UNSECURED,CONSIDERED GOOD) Advance For Land (Kolkata) 4,561,924 4,597,369 Prepaid Exp. 25,433,654 30,283,065 Insurance Claim Receivable 1,905, ,906 Indirect Tax Balances / Recoverable / Credits 104,987,672 80,072,298 Advance Income Tax & TDS (Net of Provision of Income Tax) 183,009, ,697,396 Other Receivable From Related Parties (Associate Company) 3,725,000 From Others 100,965,293 43,978,733 (including FDR of Rs. 50,00,000/) TOTAL 420,864,017 = 294,059,767 = NOTE17: REVENUE FROM OPERATIONS Civil Contracts / Projects 2,372,271,837 2,747,188,594 Real Estate 148,017, ,633,002 Prior Period Income 12,267,078 4,797,350 Bill Raised But Unsettled 185,376,259 Claims on excalations & others 62,953,423 31,560,708 TOTAL 2,595,510,165 3,188,555,913 NOTE18: OTHER INCOME Dividend Received 12,840 9,600 Profit from Joint Venture 4,679,811 5,260,289 Misc Income 529, ,100 Interest Received on FDR 8,006,595 11,267,610 Interest Received on Arbitational Claim 19,215,981 Interest Received on Income Tax Refund 30,491 Insurance Claim received 1,228,278 Rent Received 240,000 Liabilities no longer payable 512,315 Discount Received 4,694 22,377 Machine Hiring Receipts 137,500 TOTAL 13,985,518 37,290,227 NOTE19: COST OF MATERIAL CONSUMED Raw Material Consumed 774,285, ,133,758 TOTAL 774,285, ,133,758 NOTE20: CHANGES IN INVENTORIES OF WORK IN PROGRESS WIP at close 1,926,534,171 1,790,891,128 Less: WIP at Commencement 1,790,990,454 1,553,686,390 Less: Trading WIP Converted into Fixed Asset during the year 44,522,124 (BA) (135,543,717) (281,726,862) 56 ANNUAL REPORT

59 CONSOLIDATED NOTES FORMING PART OF THE ACCOUNTS : 31ST MARCH 2014 PARTICULARS NOTE21: STAFF COST Staff Salary 155,414, ,928,557 Directors' Remuneration Including Perks 9,367,769 11,775,353 Bonus, Gratuity & Leave Encashment 2,313,658 3,870,216 Recruitment Expenses 40,000 5,264 Medical Reimbursement 572,864 1,094,718 Contribution to Provident Fund etc. 629, ,751 Employee's welfare 2,488,372 5,516,810 TOTAL 170,827,105 = 213,954,670 = NOTE22: FINANCE COSTS A) Interest Expenses (i) On Borrowings/Advances 393,662, ,593,672 (ii) On TDS late deduction/deposit 2,770,337 6,117,000 (iii) Others 6,604,628 4,346,197 B) Other Borrowing Cost 44,781,951 47,234,847 TOTAL 447,819, ,291,716 NOTE23: OTHER EXPENSES Direct Expenses Diesel & Lubricants consumed 105,537, ,472,217 Stores & Spares Consumed 48,561, ,020,995 Machinery Rental Charges (Net) 45,817,461 32,675,075 Entry Tax Paid 173, ,602 Freight & Cartage 13,601,571 15,927,039 Labour Charges 443,595 18,867,184 Road Tax & Permit expenses 1,088,932 1,449,984 Survey/Lab Testing/ Exp 3,227,195 9,188,069 Security Exp at site 7,358,510 9,671,776 Site Operation Expenses 791,996,581 1,083,784,019 Taxi Hire Charges 5,852,236 6,726,555 Insurance expenses 24,217,399 14,931,344 Repairs & Maint. Machinery Exp 4,990,394 6,054,972 Works Contract Tax 79,737,668 61,642,391 Prior Period Work Contract Tax (7,441,234) Service tax paid 23,287,421 41,924,428 Real Estate Cost of sale 98,286, ,026,866 Prior Period Expenses 22,859,775 1,487,928 Labour Cess 18,945,754 26,412,819 TOTAL : A 1,295,983,416 1,795,735,028 Admistrative Expenses Advertisement & Publicity 3,618,228 1,040,019 Business promotion Exp 670, ,353 Director sitting fee 540,000 1,115,000 Wealth Tax 125, ,095 ANNUAL REPORT

60 CONSOLIDATED NOTES FORMING PART OF THE ACCOUNTS : 31ST MARCH 2014 PARTICULARS Property Tax 550, ,756 Professional Tax 67,330 Books & Periodicals 173, ,474 Filing Fees 124, ,279 (Profit)/Loss on Sale/ Transfer of Fixed Assets 712,527 (290,923) Office Expenses 4,391,893 6,132,246 Postage & Courier 536,160 1,014,009 Telephone Expenses 5,354,120 7,032,456 Printing & Stationery 1,870,718 2,783,843 Legal & Professional 9,054,012 9,710,483 Rent 10,007,194 9,386,273 Repair & Maintenance (Building) 194, ,422 Repair & Maintenance (Others) 554,931 1,287,131 Miscellaneous Expenses Written off 756, ,830 Tender Fee 2,023,423 2,620,651 Travelling & Conveyance (Others) 9,636,530 13,122,167 Travelling Expenses (Directors) 1,279,059 1,340,235 Vehicle Running Expenses 1,942,634 3,076,411 Festival Expenses 363, ,203 Donation 955, ,387 Other Administrative Expenses 2,537,051 (313,218) Penalties 2,106, ,533 Sundry Balances written off 4,180,559 (3,725,725) Bad Debts 13,731,464 Provision for Doubtfull debts 10,632,254 AUDITORS REMUNERATIONS Audit Fees 630, ,238 Tax Audit Fees 194, ,055 Other Matters 183, ,445 TOTAL : B 89,698,614 61,207,127 TOTAL : A+B 1,385,682,030 1,856,942,155 NOTE24: EXTRA ORDINARY ITEM Loss on sale of Investment 5,036,825 (Profit) on Sale of investment (7,025,200) (1,988,375) NOTE25: EARNING PER SHARE (EPS) Net profit after tax as per Statement of Profit & Loss attributable to (209,201,973) 9,848,659 Equity Share Holder Weighted Average number of equity shares used as denominator for calculation of Basic EPS 29,018,400 29,018,400 Basic Earnings Per Share (7.21) 0.34 Weighted Average number of equity shares used as denominator for calculation of Diluted EPS 29,018,400 29,018,400 Diluted Earnings Per Share (7.21) 0.34 Face value per Equity share ( In Rs.) ANNUAL REPORT

61 NOTE 26 Brahmaputra Infrastructure Limited SIGNIFICANT ACCOUNTING POLICIES AND OTHER DISCLOSURES FORMING PART OF CONSOLIDATED BALANCE SHEET AS ON 31ST MARCH, 2014 AND CONSOLIDATED STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ON THAT DATE A. SIGNIFICANT ACCOUNTING POLICIES 1. Basis of accounting The financial statements have been prepared to comply with the requirements of the Companies Act, 1956, under the historical cost convention on the accrual basis of accounting except interest on Mobilization/Equipment Advances is being accounted for on actual recovery basis and Interest on Late / Non Payment of Term Loan Instalments of Financers accounted for as and when settled. In case of DRA BLA BCL JV, liability towards Provident Fund, ESI, Royalty and VAT on Sale of Crusher Dust are accounted for on actual payment basis. Also the financial statements have been prepared in accordance with the standards on accounting prescribed in Companies (Accounting Standard) Rule, 2006 referred to in section 211(3C) of the Companies Act, Use of estimates The preparation of financial statements in conformity with generally accepted accounting policies requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported accounts of revenues and expenses for the years presented. 3. Revenue recognition a. Income from construction contracts is recognized by reference to the stage of completion of the contract activity as certified by the client. b. Revenue from real estate projects is recognized on the basis of percentage of completion method of accounting. c. Income from industrial park project is recognized on the time of execution of registered sale deed / agreement to sale, in relation to sold areas only. d. "Bill raised but unsettled" have been accounted for in the books at the value reasonably ascertained by the management on the date of raising the bill. e. Claims in respect of civil contracts lodged/awarded with/by the respective Department which may pertains to earlier years have been accounted for in the books in the year of its certainty and at value/enhanced value reasonably ascertained by the management. 4. Joint Ventures Revenues / Expenses from contracts executed by the Company in joint ventures on backtoback arrangement basis are recognized on the same basis as similar contracts independently executed by the Company. Company's share in the Profit / Loss from joint ventures is accounted as and when the same is determined by the joint venture. 5. Employee benefit During the year under review the company has provided Bonus on accrual basis, Provident Fund and ESI contribution for eligible employees has been provided on actual liability basis and Gratuity and Leave Encashment has been provided based on actuarial valuation. Gratuity in case of one Subsidiary namely Brahamputra Concrete (Bengal) Private Limited is being accounted on payment basis. Also Provident Fund and ESI is being accounted for on actual payment basis in case of DRABLABCL JV. 6. Investment Long term and short term investments both are stated at cost. No provision for diminution in quoted investment is made because of its Long Term Nature. 7. Inventory All inventories consisting of Work in Progress (Contract), Materials & Stores in hand and Realestate division has been valued at cost as determined by the Management. No Provision is being made for slow moving Work in Progress as the management is hopeful to recover at stated value. ANNUAL REPORT

62 8. Foreign currency transactions a. Transactions in foreign currencies are accounted for at exchange rate prevailing as on date of transaction. b. All assets and liabilities in foreign currencies existing at Balance Sheet date are translated at the rate of Balance Sheet date. 9. Misc. expenditure a) Preliminary expenses are amortized over a period of 10 years. However in the case of two Subsidiary Companies namely Brahmaputra Industrial Park P Ltd and Brahmaputra Warehousing P Ltd., these expenses shall be written off in the year of commencement of business operation. b) Increase in share capital expenses are amortized over a period of 5 years. c) Amalgamation expenses are amortized over a period of 5 years. d) All expenditure exceeding Rs 5000/ incurred on any kind of software upto , and its development termed as "Software Expenses" are amortized over a period of 5 years. However, w.e.f expenditure on software were capitalized Computer and accessories and was amortised through depreciation as per the S.L.M. method rates prescribed under Schedule XIV of the Companies Act Fixed assets Fixed Assets mainly comprised of Earthmoving Machinery and Motor Lorries has been stated at cost less accumulated depreciation. Cost includes purchase price and all other attributable cost of bringing the assets to working condition for intended use. 11. Depreciation Depreciation is provided on straight line method as per rates specified in Schedule XIV to the Companies Act, 1956 subject to maximum of 95% of cost value. However, in case of one Subsidiary Company (Brahmaputra Concrete Private Limited) Depreciation is Charged on Written Down Value Method. Also in Case of GPL BCL (JV) Depreciation has not been charged due to no business activity during the year. Also no Depreciation Provided for the year in case of one Subsidiary Company namely Brahamputra Concrete Bengal Pvt. Ltd. 12. Contingent liabilities Contingent Liabilities not admitted by the company are not provided for in the accounts but are disclosed by way of other disclosures. 13. Taxation Income Tax comprises current tax and deferred tax. Deferred tax assets and liabilities are recognized for the future tax consequences of timing differences subject to consideration of prudence. Deferred tax assets and liabilities are measured using the tax rates enacted or substantively enacted by the balance sheet date. 14. Earning per share The earnings considered in ascertaining company's EPS comprises the net profit after tax. The number of shares used in computing basic EPS is the weighted average number of shares outstanding during the year. 15. Borrowing cost Borrowing costs that are directly attributable to the acquisition or construction of a qualifying asset are considered as part of the cost of that asset. Other borrowing costs are recognized as an expense in the year in which they are incurred. 16. Prior Period Income/Expenses. Income/Expenses related to Prior Period are shown separately in "Note" to financial Statement under their natural head and the impact of amounts is separately disclosed in other disclosures. 17. Impairment of assets Pursuant to Accounting Standard (AS28) on Impairment of assets issued by the Institute of Chartered Accountant of India, the company assessed its fixed assets for impairment as at the year end and concluded that there has been no significant impaired fixed assets that needs to be recognized in the books of accounts. 18. Lease rental payments being operating lease is accounted for as an expenses on accrual basis. 19. Insurance claims lodged / Receivable with the respective departments has been accounted for in the books at the value either mutually settled or reasonably ascertained by the management. 20. Provision for Doubtful Debts is made at value estimated by the management. 60 ANNUAL REPORT

63 B. CONSOLIDATION DISCLOSURES 1. Principles of Consolidation (a) The consolidated financial statement pertain to Brahmaputra Infrastructure Limited, its subsidiaries and Joint Venture as details below. Name of the Company / JV Country of % of Voting power % of Voting Incorporation / Share in JV held as power / Share in JV on 31/03/2014 held as on 31/03/2013 Brahmaputra Concrete Pvt. Ltd. India Subsidiary Company Brahamputra Concrete (Bengal) (P) Ltd. India Subsidiary Company Brahmaputra Property India Management & Services Pvt. Ltd. Subsidiary Company Brahmaputra Real Estate Pvt. Ltd. India Subsidiary Company Brahmaputra Industrial Park Pvt. Ltd. India Subsidiary Company Brahmaputra Warehousing Pvt. Ltd. India Subsidiary Company DRABLABCL (JV) India Joint Venture GPL Brahmaputra Consortium Limited (JV) India Joint Venture BIL BLAGSCO (JV) India Joint Venture (b) I) The financial statements of Brahmaputra Infrastructure Limited and its subsidiaries have been compiled by adding together on a line by line basis the book value of like items of assets, liabilities, income and expenses, after eliminating intra group balances and intragroup transactions. II) Like earlier years the financial statements of Brahmaputra Infrastructure Limited and its Joint Ventures have been compiled by adding together on a line by line basis the proportionate book value of like items of assets, liabilities, income and expenses, after eliminating intra group balances and intra group transactions. III) The Excess of the cost of the Company and its investments over its share in the Joint Ventures / equity of the subsidiaries company as on the date (or as near to the date as practicable) of takeover is recognized in the consolidated financial statements as goodwill / Surplus. IV) The lower of the cost of the Company and its investments over its share in the Joint Ventures / equity of subsidiaries company as on the date (or as near to the date as practicable) of takeover is recognized in the consolidated financial statements as Capital Reserve on Consolidation. (c) The consolidated financial statements have been prepared using the accounting policies followed by the respective subsidiaries companies and joint ventures. No effect has been given for difference in the accounting policies of subsidiaries and joint venture, however where different accounting policy followed by the subsidiary and Joint ventures in comparison to holding company, such fact has been duly reported in accounting policy itself. d) Accounting Policies of the financial statement of the Company, its Subsidiaries and Joint Venture are set out in their respective financial statements and should be read on consonance with them. 2. Investment in Associates has been accounted for as per Equity Method as prescribed under Accounting Standard 23, Accounting For Investment in Associates in Consolidated Financial Statements, For the Following Associate Companies; Name of the Company Country of Incorporation % of Voting power / Share in JV held as on 31/03/2014 Meghalaya Infratech Ltd. India 12.21% Brahmaputra Holdings Pvt. Ltd. India 7.61% M.L. Singhi & Associates Pvt. Ltd. India 14.87% ANNUAL REPORT

64 C. OTHER DISCLOUSERS 1. Contingent Liabilities (a) Guarantees given by banks towards performance, financial and contractual commitments (Net of FDR) on behalf of the Company Rs Lacs (previous year Rs Lacs). (b) Letter of Credit o/s as on Rs Lacs (Net of Margin) (Previous Year Rs Lacs ) (c) Vat Liability against housing project at Guwahati is estimated to be approx. Rs Lakhs. (d) Income Tax Demand (including interest) of Rs Lacs (Previous Year Rs Lacs) under section 153A/ 143(3) of Income Tax Act,1961 as the same is under appeal with I.T Authorities. However the I.T Deptt. has recovered Rs Lacs against outstanding refunds shown under " Advance Income tax & TDS ( Net of Provision for Income tax)" under Note No. 16. (e) Service Tax demand of Rs Lacs (Previous Year Rs Lacs) for F.Y to F.Y and penalty of Rs Lacs (Previous YearNIL) (f) VAT liability against Lucknow Airport Project is estimated to be Approx Rs Lacs (Previous Year NIL) (g) Income Tax demand of Rs.0.70 Lacs (Previos Year NIL) for penalty of U/s.271(1)(b) (h) Income Tax demand for penalty U/s 272 (A)(2)(k) of Rs.3.50 Lacs (Previous Year NIL) 2. The Balance of Security Deposit/ Retention Money, Earnest Money, Withheld Money, Trade Receivables, Loans & Advances and Trade payables are subject to their confirmation. 3. Rs. 6,71,59,938/ (Previous Year Rs. 6,32,31,002/) recoverable from DDA against Service tax against which Petition have been filed in High Court of Delhi and the same is pending. In the opinion of the Management, the same is considered good and will be recovered in due course therefore no provision has been made in the books of accounts. 4. Trade payable are shown net off business advances. 5. Receipts from Civil Contracts / Projects and bill raised but unsettled are inclusive of VAT and / or Service Tax wherever applicable. 6. Previous year figures having been reworked, regrouped, rearranged and reclassified wherever necessary to make them comparable with current year figures 7. Current Tax is determined based on the provision of the Income Tax Act, 1961 including treatment of Retention Money amount as contingent amount taxable in the year of its real accrual/ receivable based on real income theory. Deferred tax has been provided for all timing difference as required under the provisions of the Accounting Standard 22 issued by the Institute of Chartered Accountants of India. 8. In the opinion of the Directors, the Current Assets, Non Current Assets, Claim Receivables, Outstanding Arbitrational Claim, Loan & Advances (excluding retention money) have a value on realization in ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet. 9. The company has not received information from vendors regarding their status under the Micro, Small and medium Enterprise Development Act, 2006 and hence disclosure relating to amounts unpaid as at the year end together with interest paid/payable under this Act has not been given. 10. Profit After Tax is after considering the following Income, Expenditure & Taxes which relates to Prior Period Particulars A. Income B. Expenses C. Taxes (Net of MAT credit & earlier year provisions/shortfall) 11 Segment Reporting The Group has two segments Heavy Civil Construction Division and Real Estate. Individual reporting is given below: Primary Segment (Business Segment) (Rs. in Lacs) Particulars Heavy Civil Real Total Construction Estate Division Division A. Revenue External 24, , , (29,325.65) (2,244.30) (31,569.95) 62 ANNUAL REPORT

65 B. Results Profit / (Loss) Before Tax 3, (849.47) (968.42) (118.95) Provision for Income Tax (153.56) (314.97) (161.41) Provision for Deferred Tax (137.71) (NIL) (137.71) Prior Period Income Tax (16.65) (NIL) (16.65) Profit after Tax 2, , (557.33) (655.81) (98.48) C. Other Information Segment Assets 64, , , (62,297.94) (10,008.41) (72,306.35) Segment Liability 57, , , (53,777.02) (1,507.45) (55,284.47) Capital Expenditure (1,468.60) (835.15) (2,303.75) Depreciation 2, , (2,743.54) (NIL) (2,743.54) Non cash expenditure other than depreciation (3.05) (3.25) (6.30) 12 Deferred Tax Liability The break up of tax effect of timing differences is given as under: S. Item of timing Difference Opening as at Charge/ Closing as at No (Release) during the period 1 Depreciation 28,828,519 (26,777,809) 2,050,710 2 Retention Money Adjustment 197,843,058 (9,922,383) 187,920,675 3 Disallowance under Income Tax Act (8,165,708) (839,123) (9,004,831) 4 Business Loss to be c/f (37,036,685) (37,036,685) Total 218,505,869 (74,576,000) 143,929,869 In terms of our attached audit report of even date For A.B. BANSAL AND COMPANY CHARTERED ACCOUNTANTS Firm Regn. No. : N A.B. BANSAL PARTNER M. No For and on behalf of Board of Directors Sanjeev Kumar Prithani (Joint Managing Director) Place : New Delhi Parimesh Manocha Pankaj Goyal (Rajesh Singh) Date : (Company Secretary) (VP Finance & Accounts) (Whole Time Director) ANNUAL REPORT

66 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2014 FINANCIAL INFORMATION OF SUBSIDIARY COMPANIES (All Amounts are in ) Particulars Brahmaputra Brahamputra Brahmaputra Brahmaputra Brahmaputra Brahmaputra Concrete Concrete Property Industrial Real Warehousing Private (Bengal) Management Park Estates Private Limited Private Services Private Private Limited Limited Private Limited Limited Limited a) Share Capital 4,575, ,000 62,560, , , ,000 b) Reserves & Surplus (22,709,686) (8,247,314) (465,579) (67,693) (49,133) (54,518) / (Accumulated Losses) c) Total Assets 12,667, , ,409,990 1,636,307 99,313 2,866,350 d) Total Liabilities 12,667, , ,409,990 1,636,307 99,313 2,866,350 e) Details of Investment (other than investment in Subsidiary Companies) f) Turnover including other income 513,539 g) Profit / (Loss) before taxation (2,370,426) 66,344 (50,919) (26,299) (21,214) (25,423) h) Income Tax expense 12,641 i) MAT Credit entitlement (12,641) j) Profit / (Loss) after taxation (2,370,426) 66,344 (50,919) (26,299) (21,214) (25,423) k) Proposed Dividend The Company has complied with the conditions as stipulated by the Ministry of Corporate Affairs, Govt. of India, New Delhi vide its General Circular No. 2 / 2011 dated 8th February, 2011, whereby direction u/s 212(8) of the Companies Act, 1956 was issued granting general exemption from attaching the Accounts of Subsidiaries of the Company. However, annual accounts of the subsidiary companies and the related detailed information will be made available to the investors of the company and its subsidiaries seeking such information at any point of time. The annual accounts of the subsidiary companies are available for inspection by any investor at the Registered Office of the Company and the concerned subsidiary. 64 ANNUAL REPORT

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