BRIGADE (GUJARAT) PROJECTS PRIVATE LIMITED

Transcription

1 BRIGADE (GUJARAT) PROJECTS PRIVATE LIMITED ANNUAL REPORT

2 NOTICE Notice is hereby given that the First Annual General Meeting of Brigade (Gujarat) Projects Private Limited will be held at p.m. on Tuesday, 30 th August, 2016 at the Board Room, 30 th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, Malleswaram- Rajajinagar, Bangalore to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Balance Sheet and Audited Profit & Loss Account for the financial year ended 31 st March, 2016 and the reports of the Board of Directors and the Auditors thereon. 2. To appoint a Director in place of Mr. M.R.Jaishankar (DIN: ), who retires by rotation and being eligible, offers himself for re-appointment. 3. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 139 read with Rule 3 of the Companies (Audit and Auditors) Rules, and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force) and based on the recommendations of the Board, approval of the Shareholders be and is hereby accorded to appoint of M/s. S. Janardhan & Associates, Chartered Accountants (ICAI Firm Registration S) as the Statutory Auditors of the Company from the conclusion of this First Annual General Meeting until the conclusion of Sixth Annual General Meeting subject to annual ratification by the members at every Annual General Meeting and authorizing the Board of Directors of the Company to fix the remuneration of the Statutory Auditors in consultation with them. SPECIAL BUSINESS 4. To consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution: RESOLVED THAT, pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Vishal K Mirchandani (DIN: ), who was appointed as an Additional Director of the Company by the Board of Directors with effect from 24 th July, 2015 and who holds office until the date of this Annual General Meeting in terms of Section 161 of the Companies Act, 2013 and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his

3 candidature for the office of Director, be and is hereby appointed as a Director of the Company liable to retire by rotation. Place: Bangalore Date: 27 th April, 2016 By order of the Board For Brigade (Gujarat) Projects Private Limited Sd/- M. R. Jaishankar Director DIN: Registered Office 29 th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr. Rajkumar Road, Malleswaram-Rajajinagar Bangalore NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND THE PROXY NEED NOT BE A MEMBER. 2. Proxies in order to be effective must be received at the Registered Office of the Company not less than forty eight hours before this Annual General Meeting.

4 Statement pursuant to Section 102 of the Companies Act, 2013: Item No.4: Pursuant to provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, the Board of Directors have appointed Mr. Vishal K Mirchandani (DIN: ) as an Additional Director of the Company with effect from 24 th July, 2015 to hold office up to the date of the ensuing Annual General Meeting. The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a member along with the deposit of requisite amount under Section 160 of the Act proposing the candidature of Mr. Vishal K Mirchandani for the office of Director of the Company. None of the Promoters, Directors, Key Managerial Personnel or their relatives are interested, financial or otherwise, if any in the Resolution No.4 of the accompanying Notice except to the extent of their Shareholding, if any in the Company. The Board recommends the Ordinary Resolution set out at Item No.4 of the Notice for approval by the Shareholders. Place: Bangalore Date: 27 th April, 2016 By order of the Board For Brigade (Gujarat) Projects Private Limited Sd/- M. R. Jaishankar Director DIN: Registered Office 29 th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr. Rajkumar Road, Malleswaram-Rajajinagar Bangalore

5 BOARD S REPORT Dear Members We have pleasure in presenting the First Annual Report on business and operations of the Company together with the Audited Statement of Accounts for the financial year ended 31 st March, FINANCIAL HIGHLIGHTS: (in Rupees) Particulars 26 th March, 2015 to 31 st March, 2016 Total Income - Total Expenses 46,92,073 Profit/(Loss) before tax (46,92,073) Income Tax - Minimum Alternative Tax Credit - Deferred Tax Charge (14,23,400) Net Profit/(Loss) after Tax (32,68,673) Balance in Profit & Loss Account brought forward from - previous year Balance carried to Balance Sheet (32,68,673) FINANCIAL & OPERATIONAL OVERVIEW: Your Company was incorporated on 26 th March, 2015, and this is the first financial year of the Company is from 26 th March, 2015 to 31 st March, Due to this there are no comparative financial statements for the corresponding period in the previous year. Your Company will develop a commercial project in Gujarat International Finance Tec-City (GIFT) and the construction of the project will commence in the next financial year. SUBSIDIARIES AND ASSOCIATES: The Company is a subsidiary of Brigade Enterprises Limited. There are no subsidiaries / associates during the year. TRANSFER TO RESERVES & DIVIDEND: Since the Company has not commenced its operations there are no profits which are available for transferring to reserves or for recommending any Dividend. 1

6 FIXED DEPOSITS: The Company has not accepted any deposits in terms of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during the year and accordingly, no amount is outstanding as on the Balance Sheet date. SHARE CAPITAL: The Company has Incorporated on 26 th March, 2016 with having Authorised Share Capital of Rs.1,00,00,000/- (Rupees One Crore Only) divided into 10,00,000 (Ten Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each and Paidup Share Capital of Rs.1,00,00,000/- (Rupees One Crore Only) divided into 10,00,000 (Ten Lakhs) Equity Shares of Rs.10/-(Rupees Ten Only) each. Subsequently, the Authorised Share Capital was increased from the Existing Rs.1,00,00,000/- (Rupees One Crore Only) divided into 10,00,000 (Ten Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each to Rs.2,00,00,000/- (Rupees Two Crores Only) divided into 20,00,000 (Twenty Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) Each. During the year the Paid up Share Capital was increased from the Existing Rs.1,00,00,000/- (Rupees One Crore Only) divided into 10,00,000 (Ten Lakhs) Equity Shares of Rs.10/-(Rupees Ten Only) each to Rs.1,25,00,000/- (Rupees One Crore Twenty Five Lakhs Only) divided into 12,50,000 (Twelve Lakhs Fifty Thousand) Equity Shares of Rs.10/- (Rupees Ten Only) Each due to allotment of 2,50,000 Equity Shares to the existing Shareholders of the Company on 31 st March, 2016 on a rights basis. DEBENTURES: During the year under review, the Company has not issued any Debentures. As on date, the Company does not have any outstanding Debentures. BOARD OF DIRECTORS: The Board of Directors of the Company comprises of 3 directors of which all are Non-Executive Directors. The composition of the Board of Directors is in due compliance of the Companies Act, The Board of Directors at their meeting held on 24 th July, 2015 have appointed Mr. Vishal K Mirchandani (DIN: ) as Additional Director of the Company in the category of Non- Executive Director, with effect from 24 th July, He hold office upto the date of the ensuing Annual General Meeting. The Company has received a notice in writing, under Section 160 of the Companies Act, from a Members along with a cheque of Rs.1 lakh each, in favour of the Company proposing the candidature of Mr. Vishal K Mirchandani as Director of the Company. In accordance with the Articles of Association of the Company and the provisions of Section 152(6)(e) of the Companies Act, 2013, Mr. M.R. Jaishankar (DIN: ), Director 2

7 of the Company will retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, BOARD MEETINGS: During the year under review, the Board of Directors of the Company met 5 times on the following dates: Dates on which Board Meetings were Held Total Strength of the Board No of Directors Present 22 nd April,2015 2(Two) 2(Two) 24 th July, (Three) 3 (Three) 16 th October, (Three) 3 (Three) 21 st January, (Three) 3 (Three) 31 st March, (Three) 3 (Three) ATTENDANCE OF DIRECTORS AT BOARD MEETINGS: The Board of Directors of the Company have attended the Board Meetings as per the following details: Name of the Director Board meetings attended in the financial year Mr. M.R. Jaishankar Ms. Nirupa Shankar Mr. Vishal Mirchandani 5 (Five) 5 (Five) 4 (Four) POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION: The Directors of the Company are appointed by the members at annual general meetings in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder. There is no remuneration paid to any directors and the directors are not entitled for any sitting fees for attending the meetings of the Board. DIRECTORS RESPONSIBILITY STATEMENT: The Board of Directors hereby confirms that: 3

8 a) in the preparation of the annual financial statements for the year ended 31 st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the annual financial statements have been prepared on a going concern basis; e) there are proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. KEY MANAGERIAL PERSONNEL: The provisions relating to Key Managerial Personnel in accordance with the provisions of Section 203 of the Companies Act, 2013 is not applicable for the financial year PARTICULARS OF EMPLOYEES: Particulars pursuant to section 134 read with the Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Companies Act, 2013 is not applicable as the Company doesn t have any employees during the year under review. STATUTORY AUDITORS: M/s. S. Janardhan & Associates, Chartered Accountants (ICAI Firm Registration S) Auditors have conveyed their consent & eligibility to be appointed as the Statutory Auditors of the Company for a period of 5 years till the conclusion of Sixth Annual General Meeting, subject to annual ratification by the members of the Company in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, There are no qualifications or adverse remarks in the Statutory Auditors Report for the financial statements for the year ended 31 st March, 2016 which require any explanation from the Board of Directors. 4

9 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: There are no Investments shall be made or loan or guarantee given by the Company during the financial year PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: The related party transactions undertaken during the financial year as detailed in Notes to Accounts of the financial Statements and which are carried at arms length basis and in the normal course of business. EXTRACT OF ANNUAL RETURN: In terms of Section 92 (3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the financial year in Form No. MGT-9 is appended as Annexure-1 to this Report. MATERIAL CHANGES AND COMMITMENTS: There were no material changes and commitments for the period under review, which significantly affects the financial position of the Company. SIGNIFICANT OR MATERIAL ORDER: During the financial year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company s operations in the future. INTERNAL FINANCIAL CONTROL SYSTEMS: The Company has adequate internal financial control systems in place with reference to the financial statements. During the year under review, these controls were evaluated and no significant weakness was identified either in the design or operation of the controls. RISK MANAGEMENT: The Board of Directors have been entrusted with the responsibility for establishing policies to monitor and evaluate risk management systems of the Company. The business risks identified are reviewed and a detailed action plan to mitigate identified risks is drawn up and its implementation monitored. The key risks and mitigation actions will also be placed before the Board of Directors of the Company on a periodic basis. 5

10 CORPORATE SOCIAL RESPONSIBILITY: The provisions relating to Corporate Social Responsibility are not applicable to the Company as on 31 st March, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: A. CONSERVATION OF ENERGY: The company has not commenced the operations and therefore there is no consumption of energy. B. TECHNOLOGY ABSORPTION: NIL C. FOREIGN EXCHANGE EARNINGS AND OUTGO: During the year under review, the Company has neither earned nor used any foreign exchange. HUMAN RESOURCES: There are no employees on the rolls of the Company at present. ACKNOWLEDGEMENTS: The Directors wish to place on record their appreciation and sincere thanks to all the stakeholders for the continued support and patronage. We look forward to your support and cooperation as the Company is entering the next league of growth. By Order of the Board For Brigade (Gujarat) Projects Private Limited Sd/- Sd/- Place: Bangalore M.R. Jaishankar Vishal Mirchandani Date: 27 th April, 2016 Director Director DIN: DIN:

11 ANNEXURE-1 FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN As on financial year ended on Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, I. REGISTRATION & OTHER DETAILS: 1 CIN 2 Registration Date 3 Name of the Company 4 Category/Sub-category of the Company 5 Address of the Registered office & contact details 6 Whether listed company 7 Name, Address & contact details of the Registrar & Transfer Agent, if U70100KA2015PTC th March, 2015 Brigade (Gujarat) Projects Private Limited Company Limited by Shares Indian Non - Government Company 29th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, Malleswaram- Rajajinagar, Bangalore Tel: omprakash@brigadegroup.com No NA II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated) S. No. Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company 1 Real Estate % III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Name and Address of the company Brigade Enterprises Limited 29th & 30thFlr,World Trade Center,26/1,Brigade Gateway, Dr. Rajkumar Road, Malleswaram-Rajajinagar, Bangalore CIN/GLN L85110KA1995PLC Holding /Subsidiary/Associate Holding Company % of Shares held 100% Applicable Section 2(46) IV. SHAREHOLDING PATTERN (Equity share capital breakup as percentage of total equity) (i) Category-wise Share Holding Category of No. of Shares held at the beginning of the year Shareholders A. Promoters (1) Indian a) Individual/ HUF b) Central Govt c) State Govt(s) d) Bodies Corp. e) Banks / FI f) Any other Sub Total (A) (1) Demat Physical Total % of Total Shares No. of Shares held at the end of the year Demat Physical Total % of Total Shares % Change during the year % % 0.00% % % 0.00% % % 0.00% % 12,50,000 12,50, % 0.00% % % 0.00% % % 0.00% % 12,50,000 12,50, % 0.00% (2) Foreign a) NRI Individuals b) Other Individuals c) Bodies Corp. d) Any other Sub Total (A) (2) TOTAL (A) % % 0.00% % % 0.00% % % 0.00% % % 0.00% % % 0.00% % - 12,50,000 12,50, % 0.00% B. Public 1. Institutions a) Mutual Funds b) Banks / FI c) Central Govt d) State Govt(s) e) Venture Capital Funds f) Insurance Companies g) FIIs h) Foreign Venture Capital Funds i) Others (specify) Sub-total (B)(1): % % 0.00% % % 0.00% % % 0.00% % % 0.00% % % 0.00% % % 0.00% % % 0.00% % % 0.00% % % 0.00% % % 0.00%

12 2. Non-Institutions a) Bodies Corp. i) Indian ii) Overseas b) Individuals i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 0.00% % 0.00% 0.00% % 0.00% % % 0.00% % - ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh % 0.00% c) Others (specify) Directors Non Resident Indians Overseas Bodies Foreign Nationals Clearing Members Employees HUF Trusts Corporate Foreign Bodies - D R Sub-total (B)(2):- Total Public (B) C. Shares held by Custodian for GDRs & ADRs Grand Total (A+B+C) % % 0.00% % % 0.00% % % 0.00% % % 0.00% % % 0.00% % % % 0.00% % % 0.00% % % 0.00% % % 50.00% % % 50.00% % 0.00% 0.00% % - 12,50,000 12,50, % 25.00% (ii) Shareholding of Promoter SN Shareholder s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in No. of Shares No. of Shares % of total Shares of shareholding during the the company year % of total Shares of the company % of Shares Pledged/ encumbered to total shares % of Shares Pledged / encumbered to total shares 1 Brigade Enterprises Ltd. 0.00% % % 2 Mr. M.R. Jaishankar 0.00% % % 3 Ms. Nirupa Shankar 0.00% % % (iii) Change in Promoters Shareholding (please specify, if there is no change) SN Particulars Date Reason Shareholding at the beginning of the year Cumulative Shareholding during the year No. of shares % of total shares No. of shares % of total shares At the beginning of the year % Changes during the year 12,50, % At the end of the year ,50, % 12,50, % (iv) Shareholding Pattern of top ten Shareholders : NIL (Other than Directors, Promoters and Holders of GDRs and ADRs) (v) Shareholding of Directors and Key Managerial Personnel: SN Shareholding of each Directors and each Key Managerial Personnel Date Reason Shareholding at the beginning of the year Cumulative Shareholding during the year No. of shares % of total shares No. of shares % of total shares 1 Mr. M.R. JAISHANKAR At the beginning of the year Changes during the year % At the end of the year % %

13 2 MS. NIRUPA SHANKAR At the beginning of the year Changes during the year % 0.00% At the end of the year % % V. INDEBTEDNESS: Indebtedness of the Company including interest outstanding/accrued but not due for payment. (Amt. Rs./Lacs) Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) Change in Indebtedness during the financial year * Addition * Reduction Net Change Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager: NIL B. Remuneration to other Directors: NIL C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD: NIL VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Type Section of the Brief Description Details of Penalty / Companies Act Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made, if any (give Details) A. COMPANY Penalty Punishment Compounding B. DIRECTORS Penalty Punishment Compounding C. OTHER OFFICERS IN DEFAULT Penalty Punishment Compounding NIL

14 VIJAY BHAT1A, BALAKRISHNA S.BHAT, B. ANAND, S. JANARDHAN & ASSOCIATES CHARTERED ACCOUNTANTS Independent Auditor's Report To the Members of Brigade (Gujarat) Projects Private Limited Apt. No.103 & 106 Embassy Centre No.11, Crescent Road Bangalore Phone : , Fax: ca.sjassociates@gmail.com Report on the Financial Statements Management's Responsibility for the Financial Statements Auditor's Responsibility A,

15 Opinion Report on Other Legal and Regulatory Requirements for S.Janardhan and Associates Chartered Accountants B. nand Partner * v

16 Annexure - A to the Auditors' Report cl I 1,..%,g1 cf> N 24.

17 for Chartered Accountants Partner p.,5 ngatore

18 Annexure - B to the Auditors' Report Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act") Management's Responsibility for Internal Financial Controls Auditors' Responsibility tt, r oc,. e vs. v. ".s% z=f/

19 Meaning of Internal Financial Controls over Financial Reporting Inherent Limitations of Internal Financial Controls over Financial Reporting Opinion for S.Janardhan and Associates Chartered Accountants B.Anand. laert ops, tn A I Partner * -"-'

20 (Amount in Ruvees) y c.

21 (Amount in Rupees)

22 BRIGADE (GUJARAT) PROJECTS PRIVATE LIMITED Cash flow statement for the period ending 31st March 2016 (Amount in Ruvees) Particulars 31st March 2016 Cash flow from Operating Activities Profit before Tax Adjustments to reconcile profit before tax to net cash flows: Movements in working capital (4,692,073) Cash flows from Investing Activities (6,458,554) Cash flows from Financing Activities (5,446,597) 12,500, , ,849 A tit/ \IA-ON/V."41 WV^ Vishal K Mirchandani. 4 ) ' '''''''':\ JC,-,,:, ' \ "lelre., 1, tp cl}) (, 4 -.,,. r;:`....c=7:', i r.t; i,a.z. 1 B.Anand,., -.3 CiU t,., 7

23 BRIGAbE (GUJ'ARAT) PROJECTS PVT. LTO. Off.: Th 0 9 \,I, y, ' _ A ''' '''.,.. tk;') 9 V;

24 BRIGADE (GUJARAT) PROJECTS PVT. LTD. Th I \

25 BRIGAbE (GUJARAT) PROJECTS PVT. LTD. Center, tann

26 (Amount in Rupees) Amount in Rupees.,...ii

27 (Amount in Rupees) (3,268,673)

28 (Amount in Rupees) (Amount in Rupees)

29 (Amount in R1IIIPPS) (Amount in Run)

30 (Amount in Rupees)

31 (Amount in Rupees) V A.-: i, '7

32 (Amount in Rupees)

33 (Amount in Rupees)

34 (Amount in Rupees)

35 (Amount in Rupees)

36 (Amount in Rupees)

37 (Amount in Rupees)

38 _BRIGADE (GUJARAT) PROJECTS PRIVATE LIMITED Notes to the financial statement Note 17- Short-term Loan & Advances Particulars (Amount in Rupees) As at 31st March, 2016 Ltd. Total I 1,370,725 I Note 18 - Other Current Assets Particulars Amount in Ruvees As at 31st March, Total -

39 (Amount in Rupees) (Amount in Rupees)

40

41