BROOKEFIELDS REAL ESTATES AND PROJECTS PRIVATE LIMITED

Transcription

1 BROOKEFIELDS REAL ESTATES AND PROJECTS PRIVATE LIMITED ANNUAL REPORT

2 N O T I C E Notice is hereby given that the Tenth Annual General Meeting of the members of Brookefields Real Estates and Projects Private Limited will be held on Wednesday, 13 th September, 2017 at p.m. at the Board Room, 30 th Floor, World Trade Center, 26/1, Brigade Gateway Campus, Dr.Rajkumar Road, Malleswaram Rajajinagar, Bangalore , to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the financial statements of the Company for the financial year ended 31 st March, 2017, including the Audited Balance Sheet and the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date together with the reports of the Board of Directors and Auditors thereon. 2. To appoint a Director in place of Mr. Dinesh Meel (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 ratify the appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (ICAI Firm Registration No W/ E300004) as Statutory Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the Eleventh Annual General Meeting on such remuneration as may be finalised by the Board of Directors in consultation with the Statutory Auditors. SPECIAL BUSINESS 4. To consider and if thought fit, to pass with or without modification(s) the following resolution as Special Resolution: BORROWING POWERS TO THE BOARD OF DIRECTORS OF THE COMPANY: RESOLVED THAT in supersession of earlier resolutions passed in this regard and in terms of Section 180(1)(c) and all other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Meetings of Board and its Powers) Rules, 2014 (including any statutory modification(s) or re enactment thereof for the time being in force), the approval of the Shareholders be and is hereby accorded to the Board of Directors for borrowing from time to time up to Rs.1200,00,00,000 (Rupees one thousand and two hundred crores only), in one or more tranches from banks, financial institutions and other lending institutions or persons, any sum or sums of monies which together with the monies already borrowed by the Company, if any (apart from temporary loans obtained or to be obtained from the Company's bankers in the 1

3 ordinary course of business), notwithstanding that the same be in excess of the aggregate of the, then paid up capital and free reserves of the Company. RESOLVED FURTHER THAT the Board of Directors and the Company Secretary of the Company be and are hereby severally authorized to sign and execute the necessary documents, deeds and writings and do all acts, deeds and things as may be necessary to give effect to this resolution. 5. To consider and if thought fit, to pass with or without modification(s) the following resolution as Special Resolution: CREATION OF CHARGE ON THE ASSETS OF THE COMPANY: RESOLVED THAT in supersession of earlier resolutions passed in this regard and in terms of Section 180(1)(a) and all other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Meetings of Board and its Powers) Rules, 2014 (including any statutory modification(s) or re enactment thereof for the time being in force), the approval of the Shareholders be and is hereby accorded to the Board of Directors for creation of mortgage, charge, hypothecation, lien and other encumbrances, if any, as the Board may deem fit, on the assets of the Company, both present and future, for securing the sum or sums of moneys aggregating to Rs.1200,00,00,000/ (Rupees one thousand and two hundred crores only) borrowed by the Company from Banks, Financial Institutions and others. RESOLVED FURTHER THAT the Board of Directors and Company Secretary of the Company be and are hereby severally authorised to finalise and execute the necessary agreements including Hypothecation Agreement, Memorandum of Entry, Deeds of Debenture, Debenture Trust Deeds, Promissory Notes, Deposit Receipts and other deeds or documents for creating the aforesaid mortgage, charge and/ or hypothecation and other encumbrances, if any, by the Company and to do all such acts, deeds, matters and things as may be deemed necessary to give effect to this resolution. Place : Bangalore Date : 15 th May, 2017 By Order of the Board For Brookefields Real Estates and Projects Private Limited Sd/ Nagaraj K V Company Secretary 2

4 Registered Office: Brookefields, Kundalahalli, Marathahalli Post, Bangalore Corporate Office: 29 th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr. Rajkumar Road, Malleswaram Rajajinagar Bangalore NOTES: 1. The Statement pursuant to Section 102 (1) of the Companies Act, 2013 with respect to the Special Business set out in the Notice is annexed hereto. 2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON HIS / HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can act as a proxy on behalf of not more than fifty members and holding in aggregate not more than ten percent of the total share capital of the Company. Members holding more than ten percent of the total share capital of the company may appoint a single person as proxy, who shall not act as proxy for any other Member. 3. The instrument of proxy, in order to be effective, should be deposited at the Corporate Office of the Company duly completed and signed, not later than 48 hours before the commencement of the meeting. A proxy form is annexed to this Report. 4. Members / proxies should bring the duly filled Attendance Slip enclosed herewith to attend the meeting. 3

5 Item Nos.4 & 5: STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013: The Company has borrowing powers of upto Rs.250 Crores approved by the Shareholders under Section 180 of the Companies Act, 2013 at the Eighth Annual General Meeting of the Company held on 11 th September, The construction of the IT/ITES SEZ project of the Company i.e., Brigade Tech Gardens has commenced. The Company will require infusion of funds by way of debt. Due to this the Company is proposing to increase the borrowings from the existing Rs.250 Crores (Rupees two hundred and fifty crores only) to borrow up to Rs.1200,00,00,000 (Rupees one thousand and two hundred crores only) in excess of the aggregate of the paid up share capital and free reserves of the Company, pursuant to the provisions of the Companies Act, 2013 and authorising the Board to borrow up to such limits from time to time. The authorization of the members is further sought for creating mortgages and/ or charges on the moveable/ immovable properties of the Company of up to of Rs.1200,00,00,000 (Rupees one thousand and two hundred crores only) for the borrowing to be made in accordance with the provisions of Section 180(1)(a) of the Companies Act, The resolution proposed under Item Nos.4 & 5 is to obtain the Shareholders approval through a Special Resolution pursuant to the provisions of Section 180 (1)(c) and 180(1)(a) of the Companies Act, None of the Promoters, Directors, Key Managerial Personnel or their relatives are interested, financial or otherwise, if any in the Resolution Nos.4 & 5 of the accompanying Notice except to the extent of their Shareholding, if any in the Company. The Directors recommend the Resolution Nos.4 & 5 of the Notice for consent and approval by the Shareholders as Special Resolutions. Place : Bangalore Date : 15 th May, 2017 By Order of the Board For Brookefields Real Estates and Projects Private Limited Registered Office: Brookefields, Kundalahalli, Marathahalli Post, Bangalore Sd/ Nagaraj K V Company Secretary Corporate Office: 29 th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr. Rajkumar Road, Malleswaram Rajajinagar Bangalore

6 BROOKEFIELDS REAL ESTATES AND PROJECTS PVT. LTD. CIN: U70100KA2007PTC Regd. Off. : Brookefields, Kundalahalli, Marathahalli Post, Bangalore Tenth Annual General Meeting on 13 th September, 2017 at p.m. ATTENDANCE SLIP (To be handed over at the entrance of the Meeting Hall) CLID/ Folio No. : DPID. : No. of Shares held: I certify that I am a Registered Shareholder/Proxy for the Registered Shareholder of the Company. I hereby record my presence at the Tenth Annual General Meeting of the Company being held on Wednesday, 13 th September, 2017 at p.m. at the Board Room, 30 th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr. Rajkumar Road, Malleswaram Rajajinagar, Bangalore Name of the Member/Proxy Signature of Member / Proxy Notes: A member/proxy wishing to attend the meeting must fill up this Attendance Slip and hand it over at the entrance. If you intend to appoint a proxy, please complete the proxy form below and deposit it at the Company s Registered Office atleast 48 hours before the meeting. BROOKEFIELDS REAL ESTATES AND PROJECTS PVT. LTD. CIN: U70100KA2007PTC Regd. Off. : Brookefields, Kundalahalli, Marathahalli Post, Bangalore Tenth Annual General Meeting 13 th September, 2017 at p.m. CLID/ Folio No. : DPID. : No. of Shares held : PROXY FORM I/ We of in the district of being Member(s) of Brookefields Real Estates and Projects Private Limited hereby appoint of in the district of or failing him/her appoint of in the district of as my/our proxy to attend and vote for me/us on my/our behalf at the Tenth Annual General Meeting of the Company to be held on Wednesday, 13 th September, 2017 at p.m. at the Board Room, 30 th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, Malleswaram Rajajinagar, Bangalore and at any adjournment thereof. Name of the Member/Proxy 5 Signature of Member / Proxy

7 Notes: This proxy form duly completed must be received at the Company s Registered Office at least 48 hours before the meeting. Route Map to the Tenth Annual General Meeting 6

8 BOARD S REPORT Dear Members We have pleasure in presenting the Tenth Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the financial year ended 31 st March, FINANCIAL HIGHLIGHTS: The financial highlights of the Company for the year ended 31 st March, 2017 is as follows: Particulars Year ended 31 st March 2017 (Rupees in Lakhs) Year ended 31 st March 2016 Total Income Total Expenses Profit/Loss before tax (26.23) (11.64) Income Tax Profit/Loss after tax Other Comprehensive Oncome Total Comprehensive Income (26.23) (11.64) STATE OF COMPANY S AFFAIRS AND FUTURE OUTLOOK: Your Company will be developing an IT/ ITes SEZ project at Brookefields, Bangalore of over 3 million square foot. During the year, the Company has obtained various approvals, no objections and consents etc., for the development of the project. The bhoomi Pooja for the project was also conducted during the year. The project will be constructed at a rapid phase due to the demand for commercial SEZ space in Bangalore and the income tax benefits the SEZ units will get if they commence operations on or before 31 st March, HOLDING / SUBSIDIARY/ ASSOCIATES: The Company is Subsidiary of Brigade Properties Private Limited and there are no Subsidiaries/ Associates.

9 TRANSFER TO RESERVES: During the year under review, the Company does not have any profits which can be transferred to Reserves. DIVIDEND: The Company doesn t have any profits for dividend to be considered by the Board. 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 under review. Accordingly, no amount is outstanding as on the balance sheet date. SHARE CAPITAL: During the year under review, there was no change in the share capital of the Company. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: The Board of Directors of the Company comprises of 4 Directors of which 2 are Non Executive Independent Directors and 2 Non Executive Directors as on 31 st March, The composition of the Board of Directors is in accordance with the provisions of the Companies Act, In accordance with the provisions of Section 152(6)(e) of the Companies Act, 2013, Mr. Dinesh Meel (DIN: ), Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 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. The Company has adopted the provisions of the Companies Act, 2013 for appointment and tenure of the Directors. The Company s Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel is contained in Annexure 1.

10 BOARD MEETINGS: During the year under review, the Board of Directors of the Company Met 4 times and the details of the same is as tabled below: Dates on Which Meetings were Held Total Strength of the Board No of Directors Present 5 th May, (Four) 4 (Four) 21 st July, (Four) 4 (Four) 27 th October, (Four) 4 (Four) 18 th January, (Four) 4 (Four) ATTENDANCE OF DIRECTORS AT BOARD MEETINGS AND ANNUAL GENERAL MEETING: The Board of Directors of the Company have attended the Board & Annual General Meetings as per the following details: Name of the Director Board meetings attended in the financial year Attendance in the 9 th Annual General Meeting held on 30 th August, 2016 No. of Committee positions held in other Public Limited Companies Chairman Member Mr. Roshin Mathew 4 (Four) Yes Nil Nil Mr. Dinesh Meel 4 (Four) Yes Nil Nil Mr. Mohan Parvatikar 4 (Four) No Nil Nil Ms. Meera 4 (Four) No Nil Nil Krishnakumar DIRECTORS RESPONSIBILITY STATEMENT: To the best of their knowledge and belief and according to the information and explanations Obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: (a) that in the preparation of the annual financial statements for the year ended 31 st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; (b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2017 and of the profit of the Company for the year ended on that date; (c) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going concern basis;

11 (e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. (f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. REMUNERATION DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES: During the year under review, the Company has not paid any remuneration to the Key Managerial Personnel. None of the Directors has received any remuneration for attending the Board/Committee Meetings. The Independent Directors were paid sitting fees for attending the Board/ Committee Meetings. STATUTORY AUDITORS: The members of the Company at the Ninth Annual General Meeting held on 30 th August, 2016 ratified the appointment of Messrs S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration Number W/ E300004) as Statutory Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the Tenth Annual General Meeting on such remuneration as may be finalised by the Board of Directors in consultation with the Statutory Auditor. The resolution relating to annual ratification of statutory auditors appointment is part of the notice of the Tenth Annual General Meeting. Members may ratify the appointment of Messrs S.R. Batliboi & Associates LLP, Chartered Accountants as the Statutory Auditors of the Company for the financial year There are no qualifications or adverse remarks in the Statutory Auditors Report for the financial statements for the year ended 31 st March, 2017 which require any explanation from the Board of Directors. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: All transactions entered into during the financial year with related parties were in the ordinary course of business and on arm s length basis. The details of the transactions with related parties (including material transactions) during the year are listed out in note 18 forming part of the standalone financial statements. INTERNAL FINANCIAL CONTROL SYSTEM: The Internal Financial Control System of the Holding Company has been implemented in the Company and the same are found to be adequate.

12 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 ORDERS: 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. RISK MANAGEMENT: The Board of Directors continuously evaluates the risks associated with the Company s business and a detailed risk management policy will be framed on commencement of the operations of the Company. 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 2 to this Report. 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.

13 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 co operation in the coming years. By order of the Board For Brookefields Real Estates and Projects Private Limited Sd/ Sd/ Place: Bangalore Roshin Mathew Dinesh Meel Date: 15 th May, 2017 Director Director DIN: DIN:

14 ANNEXURE 1 Remuneration policy for Directors, Key Managerial Personnel and Senior Management Personnel 1) PREAMBLE: Brigade Group strives to ensure the highest levels of integrity, quality and service in its business. The observance of highest standards & levels of transparency, accuracy, accountability and reliability on the organisation cascades from the Board of Directors across various business segments. Brookefields Real Estates and Projects Private Limited is committed to ensure that remuneration commensurate with the role and responsibilities is paid to the directors, key managerial personnel and senior management personnel. The remuneration policy for directors, key managerial personnel and senior management personnel has been formulated in accordance with the requirements of the Companies Act, 2013: The key objectives of the remuneration policy are as follows: To achieve a performance driven work culture that generates organisational growth To attract, retain, motivate the best talent, to run the business efficiently and effectively To provide clear focus and measurement on key objectives with a meaningful link to rewards 2) DEFINITIONS: a. Director: Director means a person who has been inducted on the Board of Brookefields Real Estates and Projects Private Limited. b. Executive Director means the Directors who are in whole time employment of the Company viz. Managing Director and Whole time Director. c. Non Executive Director means Directors who are not in whole time employment of the Company. d. Independent Directors means Directors appointed in accordance with Section 2(47), 149 of the Companies Act, e. Key Managerial Personnel means the Chief Executive Officer or Managing Director or Whole time Director or Manager Chief Financial Officer Company Secretary Such other person as may be prescribed under the Companies Act, f. Senior Management Personnel means employees who are on level below the Board of Directors apart from Key Managerial Personnel.

15 g. Nomination and Remuneration Committee means the Committee constituted pursuant to the provisions of Section 178 of the Companies Act, ) POLICY SCOPE: The remuneration policy is the guiding principle on the basis of which the Nomination and Remuneration Committee will recommend to the Board of Directors the remuneration payable to Directors, Key Managerial Personnel and Senior Managerial Personnel. 4) REMUNERATION TO EXECUTIVE DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT PERSONNEL: The Nomination and Remuneration Committee recommends the remuneration payable to the Executive Directors based on which the Board of Directors of the Company fix the remuneration of the Executive Directors within the limits approved by the shareholders. The Nomination and Remuneration Committee will recommend the remuneration payable to Key Managerial Personnel based on which the Board of Directors will fix the remuneration. In case of any Key Managerial Personnel on the Board then the remuneration fixed should be within the limits approved by the shareholders. The remuneration structure for Executive Directors, Key Managerial Personnel and Senior Management Personnel shall consist of the following components: Basic Pay Perquisites and Allowances Commission (As may be applicable to Executive Directors) Employee Stock Options (ESOP only for Key Managerial Personnel & Senior Management Personnel who are not on the Board) Variable Pay (Applicable only for Key Managerial Personnel & Senior Management Personnel who are not on the Board) Retiral Benefits The remuneration of Executive Directors, Key Managerial Personnel and Senior Management Personnel are fixed by the Board based on the recommendation of the Nomination and Remuneration Committee on basis of individual s qualification, experience, expertise, core competencies, job profile, positive attributes and industry standards. Based on the comparison of actual performance of the Company in comparison with the annual budgets, the Nomination and Remuneration Committee recommends to the Board, the quantum of Commission payable to Executive Directors.

16 As regards to the Key Managerial Personnel who are not on the Board variable pay will be based on a weighted average factor of individual performance, department performance and Company s performance. 5) REMUNERATION TO NON EXECUTIVE DIRECTORS Non Executive Directors are entitled to sitting fees for attending the meetings of the Board and Committees. 6) REMUNERATION TO INDEPENDENT DIRECTORS The Nomination and Remuneration Committee recommends the remuneration by way of commission payable to the Independent Directors based on the performance of the Company in each financial year. The Board then approves the payment of remuneration by way of commission payable to Independent Directors within the limits approved by the shareholders. This is apart from the sitting fees payable to them for attending the meetings of the Board/Committees. 7) REMUNERATION PAYABLE TO OTHER EMPLOYEES Employees are assigned bands based on a grading structure. The assignment of a particular band is dependent on their educational qualification, work experience, skill sets, competencies and the role & responsibilities they will be discharging in the Company. Individual remuneration is based on various factors as listed above apart from industry standards. * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

17 ANNEXURE2 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 U70100KA2007PTC st October, 2007 Brookefields Real Estates and Projects Private Limited Category/Subcategory of the Company Address of the Registered office & contact details Whether listed company Name, Address & contact details of the Registrar & Transfer Agent, if Company Limited by Shares Indian Non Government Company Brookefields, Kundalahalli, Marathahalli Post, Bangalore 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 681 Nil III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Name and Address of the company CIN/GLN Brigade Properties Private Limited 29th Flr,World Trade Center,Brigade Gateway Campus,26/1, U70200KA2007PTC Dr.Rajkumar Road, MalleswaramRajajinagar, Bangalore Holding /Subsidiary/Associate Holding Company % of Shares held 100% Applicable Section 2(46) IV. (Equity share capital breakup as percentage of total equity) (i) Categorywise Share Holding Category of No. of Shares held at the beginning of the year Shareholders Demat Physical Total % of Total Shares A. Promoters (1) Indian e) Banks / FI f) Any other SHAREHOLDING PATTERN a) Individual/ HUF b) Central Govt c) State Govt(s) d) Bodies Corp. Sub Total (A) (1) 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% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 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% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% B. Public 1. ShInstitutions h ldi 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) Subtotal (B)(1): 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

18 2. NonInstitutions a) Bodies Corp. i) Indian ii) Overseas b) Individuals i) Individual shareholders holding nominal share capital upto Rs. 1 lakh ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh c) Others (specify) Directors Non Resident Indians Overseas Corporate Bodies Foreign Nationals Clearing Members Employees HUF Trusts Foreign Bodies D R Subtotal (B)(2): Total Public (B) C. Shares held by Custodian for GDRs & ADRs Grand Total (A+B+C) 129,46, ,46, % 129,46, ,46, % 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 129,46, ,46, % 129,46, ,46, % 0.00% 129,46, ,46, % 129,46, ,46, % 0.00% 0.00% 129,46, ,46, % 129,46, ,46, % 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% (ii) Shareholding of Promoter NIL (iii) Change in Promoters Shareholding (please specify, if there is no change) NIL (iv) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs): SN For each of the Top 10 Date Reason Shareholding at the beginning of the year Cumulative Shareholding during the year shareholders No. of shares % of total shares No. of shares % of total shares 1 2 BRIGADE PROPERTIES PRIVATE LIMITED At the beginning of the year ,45,999 Changes during the year No Change At the end of the year ,45, % 129,45, % ROSHIN MATHEW At the beginning of the year % Changes during the year No Change At the end of the year % % (v) Shareholding of Directors and Key Managerial Personnel: NIL

19 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) 3, , , , , , , , , , VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: NIL A. Remuneration to Managing Director, Wholetime Directors and/or Manager: SN. Particulars of Remuneration Name Designation 1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Incometax Act, 1961 Name of MD/WTD/ Manager Total Amount (Rs/Lac) (b) Value of perquisites u/s 17(2) Incometax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income tax Act, Stock Option 3 4 Sweat Equity Commission as % of profit others, specify 5 Others, please specify Total (A) Ceiling as per the Act B. Remuneration to other Directors SN. Particulars of Remuneration 1 Independent Directors Fee for attending board committee meetings Commission Others, please specify Total (1) 2 Other NonExecutive Directors Fee for attending board committee meetings Commission Others, please specify Total (2) Total (B)=(1+2) Total Managerial Remuneration Overall Ceiling as per the Act Name of Directors Mohan Parvatikar Meera Krishnakumar Total Amount (Rs/Lac) SN. Particulars of Remuneration Name of Directors 1 Independent Directors Fee for attending board committee meetings Commission Others, please specify Total (1) Total Amount (Rs/Lac)

20 2 Other NonExecutive Directors Fee for attending board committee meetings Commission Others, please specify Total (2) Total (B)=(1+2) Total Managerial Remuneration Overall Ceiling as per the Act C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD SN. Particulars of Remuneration Name Designation Name of Key Managerial Personnel Total Amount (Rs/Lac) 1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Incometax Act, 1961 (b) Value of perquisites u/s 17(2) Incometax Act, (c) Profits in lieu of salary under section 17(3) Incometax Act, Stock Option 3 Sweat Equity Commission 4 as % of profit others, specify 5 Others, please specify Total VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL 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

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