Annexure B REPORT ON CORPORATE GOVERNANCE FOR THE YEAR 2012-13 (Pursuant to clause 49 of the Listing Agreements entered into with the Stock Exchange) Company's policies on the Corporate Governance and compliance report on specific areas wherever applicable for the financial year ended March 31, 2013 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 2013, the Board of Directors of the Company comprises of 8 directors, of which 4 directors are executive (50%) and 4 directors (50%) are non-executive and whereas all the 4 non-executive 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 non-executive 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. During the financial year 2012-13, Eleven Board Meetings were held on 14th May, 2012, 29th May 2012, 20th August, 2012, 03rd September 2012, 15th September 2012, 10th November 2012, 17th November 2012, 05th December 2012, 31st January 2013, 11th March 2013 and 28th March 2013. 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. On 11.03.2013, Sh. Mukesh Aggarwall, Whole Time Director of the Company resigned from the directorship of the Company. He ceases to be Whole Time Director of the Company with effect from the said date. On the same day, Sh. Sanjeev Kumar Prithani and Sh. Suneet Kumar Todi, Directors of the Company have been appointed as Joint Managing Director and Whole Time Director of the Company respectively. Further, Sh. Kuladhar Saharia was appointed as an Additional Director of the Company on 11.03.2013. Sh. Manoj Kumar Prithani has resigned from the directorship and post of Managing Director of the Company w.e.f. after the close of working hours on 26.08.2013; He has been appointed as Chief Executive Officer of the Company w.e.f. 27.08.2013. Further, Sh. Rajesh Singh has been appointed as an additional director and Whole Time Director of the Company w.e.f. 02.09.2013 and designated as "Director - Business Development". The said appointment is subject to shareholders' approval in the ensuing Annual General Meeting. The resolution for his appointment forms part of the notice for convening the Annual General Meeting. Composition of Board of Directors during the financial year 2012-13 and other details as on 31st March 2013 are as follows:- Name of Designation Category of No. of Number of Committee Attendance at Attendance No. of Director Directorship Directorships positions held in Board Meeting at the shares in Companies Companies (including last AGM held (including Brahmaputra Brahmaputra Infrastructure Limited) Infrastructure Limited) Member Chairman Sh. Manoj Managing Executive 4-1 10 Yes 14,26,533 Kumar Director Prithani* Sh. Sanjay Joint Managing Executive 5 - - 1 No 2,03,000 Kumar Director Mozika ANNUAL REPORT 2012-2013 25
Name of Designation Category of No. of Number of Committee Attendance at Attendance No. of Director Directorship Directorships positions held in Board Meeting at the shares in Companies Companies (including last AGM held (including Brahmaputra Brahmaputra Infrastructure Limited) Infrastructure Limited) Member Chairman Sh. Sanjeev Joint Managing Executive 4 1-11 Yes 14,81,534 Kumar Director Prithani** Sh.Mukesh Whole Time Executive NA NA NA - No NA Aggarwall *** Director Sh.Suneet Whole-time Executive 1 - - - No 518 Kumar Director Todi**** Sh. Satish Director Non-Executive/ 9 6 2 10 Yes - Chandra Independent Gupta Sh. Om Director Non-Executive/ 3 1 1 9 Yes 2,000 Kumar Independent Sh. Viresh Director Non-Executive/ 5 1-11 Yes - Shankar Independent Mathur Sh. Kuladhar Director Non-Executive/ 1 - - - NA - Saharia***** Independent *Resigned from the directorship and post of Managing Director of the Company w.e.f. after the close of working hours on 26.08.2013; He has been appointed as Chief Executive Officer of the Company w.e.f. 27.08.2013. **Appointed as Joint Managing Director w.e.f. 11.03.2013. *** Ceased to be Director & Whole-time Director w.e.f. 11.03.2013 **** Appointed as Whole-time Director w.e.f. 11.03.2013 ***** Appointed as an additional director w.e.f. 11.03.2013 Note 1: Private Companies, Section 25 Companies and Foreign Companies have not been included for the calculation of directorships in companies. Note 2: Audit Committee & Shareholders' Grievance Committee have been considered for the purpose of membership and chairmanship held by the director in public limited companies. Except Sh. Manoj Kumar Prithani and Sh. Sanjeev Kumar Prithani who are brothers, no director is related to any other Director on the Board in terms of the provisions of Companies Act, 1956. 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 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 - www.brahmaputragroup.com It is hereby affirmed that during the year 2012-13, 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 Sd/- Place : New Delhi Sanjay Kumar Mozika Date : 02.09.2013 Joint Managing Director 26 ANNUAL REPORT 2012-2013
Committees of the Board The Board has constituted various committees for smooth and efficient operation of the activities and is responsible for constituting, assigning, co-opting 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. The Audit Committee constituted by the Board of Directors consists of the following members as on March 31, 2013: 1. Sh. Om Kumar 2. Sh. Satish Chandra Gupta 3. Sh. Viresh Shankar Mathur 4. Sh. Manoj Kumar Prithani All the members of the Audit Committee except Sh. Manoj Kumar Prithani are Non-executive Directors. All the members of Audit Committee are financially literate and have expertise in accounting and related financial management matters. Sh. Om Kumar, a Non-executive Independent Director is Chairman of the Committee and Secretary of the Company acts as a secretary to the Committee. On 11.03.2013, Sh. Sanjeev Kumar Prithani resigned from the membership of the Audit Committee and on the same day, Sh. Manoj Kumar Prithani was inducted as member of the said committee. The terms of reference of the Audit Committee are in line with the powers, duties and responsibilities stipulated in 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 Nine times during the year on following dates: 14th May, 2012, 29th May 2012, 20th August 2012, 03rd September 2012, 15th September 2012, 10th November 2012, 17th November 2012, 05th December 2012 and 31st January 2013 and the attendance of members during 2012-13 was as follows: Name of the Members Current Member Date of No. of Status Since Cessation meetings attended Sh. Om Kumar Chairman 12.02.2007 NA 8 Sh. Satish Chandra Gupta Member 15.06.2009 NA 8 Sh. Viresh Shankar Mathur Member 10.01.2012 NA 9 Sh. Sanjeev Kumar Prithani Member 12.02.2007 11.03.2013 9 Sh. Manoj Kumar Prithani Member 11.03.2013 02.09.2013 - Consequent upon resignation of Sh. Manoj Kumar Prithani, Sh. Rajesh Singh, Whole Time Director of the Company has been appointed as member of the Committee w.e.f. 02.09.2013. 4. 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. ANNUAL REPORT 2012-2013 27
The Remuneration Committee constituted by the Board of Directors comprises of following three non-executive 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 twice during the year on 29th May, 2012 and 11th March, 2013 and the attendance of members was as follows: Name of the Members Current Date of No. of No. of Status Appointment meetings held meetings attended Sh. Satish Chandra Gupta Chairman 15.06.2009 NA 2 Sh. Om Kumar Member 12.02.2007 NA 2 Sh. Sanjeev Kumar Prithani Member 01.08.2011 11.03.2013 1 Sh. Viresh Shankar Mathur Member 11.03.2013 NA 1 The details of remuneration and/or sitting fee paid/payable to the Directors for the financial year ended 31st March, 2013 are set out below: (a) Non-Executive Directors: (Amount in Rs.) Name of Directors Sitting Fees Sh. Satish Chandra Gupta 2,50,000 Sh. Om Kumar 2,30,000 Sh. Viresh Shankar Mathur 2,70,000 Sh. Kuladhar Saharia 1-1 Appointed as an Additional Director w.e.f. 11.03.2013 None of the non-executive 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 1 42,00,000 6,00,000 48,00,000 Sh. Sanjeev Kumar Prithani, Joint Managing 24,00,000 13,23,740 37,23,740 Director 2 Sh. Sanjay Kumar Mozika, Joint Managing Director 12,00,000-12,00,000 Sh. Suneet Kumar Todi, Whole Time Director 3 12,00,000-12,00,000 Sh. Mukesh Aggarwall, Whole Time Director 4 8,51,613-8,51,613 Total 98,51,613 48,00,000 1,17,75,353 1 Ceased to be Director w.e.f. 26.08.2013 2 Designated as Joint Managing Director w.e.f.11.03.2013 3 Designated as Whole Time Director w.e.f. 11.03.2013 4 Ceased to be Director with effect from 11.03.2013 5. Shareholders Grievance Committee The committee was formed on 11.03.2013 to review and redress the investors' grievances / letters regarding various matters. It constitutes of three members i.e. Sh. Satish Chandra Gupta, Sh. Om Kumar and Sh. Sanjeev Kumar Prithani with Sh. Satish Chandra Gupta, a Non-executive Director as the Chairman of the committee. 28 ANNUAL REPORT 2012-2013
Sh. Parimesh Manocha, Company Secretary has been designated as Compliance Officer of the Company. No Shareholders' Grievance Committee Meeting was held during the year. Since the Company got listed on 27.06.2013, there is no non-compliance for F.Y. 2012-13 as to holding of Shareholders' Grievance Committee Meeting. However, after listing, Shareholders' Grievance Committee Meetings are being held periodically to redress the shareholders' complaints received, if any. The functions of the committee include effective redressal of the complaints of the shareholders. The committee recommends steps to be taken for further improvement in the quality of service to the investors. Investors' Grievances The following table shows the complaints received from shareholders during 2012-13: Pending as on April 1, 2012 Received Replied / Resolved Pending as during the year during the year on March 31, 2013 NIL NIL NIL NIL No share transfer / transmission and demat request was pending as on 31st March, 2013. 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 2009-10 30.09.2010 Brahmaputra House, A - 7, No At 12.00 Noon Mahipalpur (NH - 8 Mahipalpur Crossing) New Delhi - 110037 2010-11 30.09.2011 Brahmaputra House, No At 12.00 Noon A - 7, Mahipalpur (NH - 8 Mahipalpur Crossing) New Delhi - 110037 2011-12 29.09.2012 Brahmaputra House, A - 7, Yes At 12:00 Noon Mahipalpur (NH - 8 Mahipalpur Crossing) New Delhi - 110037 - Increase in the remuneration of Sh. Manoj Kumar Prithani, Managing 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 2012-13 and there is no resolution proposed to be conducted through postal ballot. However, two Extra - Ordinary General Meetings (EGM) were held during the Financial Year 2012-13 on 05.12.2013 and 19.01.2013. Purpose of calling EGM was:- - Extra Ordinary General Meeting held on 05.12.2012 for increase in Authorized Share Capital of the Company from Rs. 21,00,00,000 (Rupees Twenty One Crores only) divided into 2,10,00,000 equity shares of Rs 10/- each to Rs. 25,00,00,000 (Rupees Twenty Five Crores only) divided into 2,50,00,000 equity shares of Rs. 10/- each by creation of 40,00,000 further equity shares of Rs.10/- each aggregating to Rs. 4,00,00,000 (Rupees Four Crores only) and accordingly substitution of Clause-V of the Memorandum of Association of the Company. - Extra-ordinary General Meeting held on 19.01.2013 for alteration in the Main Objects clause of the Company by inserting new sub-clause 8 relating to Hotel business after sub-clause 7 of the Main Object Clause IIIA of the Memorandum of Association of the Company and for alteration in the Articles of Association of the Company, as these were required to be made in line with the existing laws, rules, regulations, guidelines etc. ANNUAL REPORT 2012-2013 29
7. 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. (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: www.brahmaputragroup.com. 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. 9. General Shareholders Information (i) 15th Annual General Meeting Date : 30th September, 2013 Day : Monday Time : 11.00 A.M Venue : Govindam Banquet, Behind Mother Dairy, Sector 7, Dwarka, New Delhi - 110075 (ii) Financial Year : April 1 to March 31 of the succeeding year (iii) Financial Calendar Financial Results for the quarter ending Jun 30, 2013 Financial Results for the quarter & half year ending Sep 30, 2013 Within 45 days of the end of the quarter Financial Results for the quarter ending Dec 31, 2013 Financial Results for the quarter & year ending Mar 31, 2014 : Within 60 days of the end of the year (iv) Date of Book Closure : 23.09.2013 to 30.09.2013 (both days inclusive) (v) Dividend Payment Date : Not Applicable (vi) Listing on Stock Exchanges and Stock Codes 1. BSE Limited - 535693; Scrip name: BRAHMINFRA 2. Delhi Stock Exchange Limited - Approval awaited 30 ANNUAL REPORT 2012-2013
(vii) (viii) (ix) (x) (xi) (xii) (xiii) ISIN The ISIN of the Company is INE320I01017 Market Price Data Since the Company gets listed at BSE Limited w.e.f. 27.06.2013; High/Low of market price of the Company's equity shares traded on BSE during the financial year 2012-13 cannot be provided. 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-110028 Contact Person: Sh. Deo Kumar / Sh. Swapan Phone: 011-41410592 / 93 / 94 Fax No.: 011-41410591 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 dematerialised 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. Dematerialization of shares and liquidity The equity shares of your Company have been compulsorily traded in dematerialised form and the Company has agreements with both the depositories i.e., National Securities Depository Limited and Central Depository Services (India) Limited. As on 31st March 2013, 2,83,20,750 equity shares constituting 97.60% of the total paid up capital of the companies are dematerialized. The reconciliation of both physical and demat shares are upto date and tallies with the total paid-up capital of the Company. Share Transfer System The Company's shares are traded in the Stock Exchanges in demat mode. These transfers are effected through NSDL and CDSL. Transfer of shares in physical form is processed and approved by registrar & Transfer Agent and Company Secretary from time to time and the certificates are returned to the shareholders within 15 days from the date of receipt, subject to documents being valid and complete in all respects. Distribution of shareholding The distribution of shareholding as on 31st March 2013 was as follows:- (Amount in Rs.) Shareholding of Nominal No. of % No. of % Value in Rs. Shareholders Equity Shares 1-2500 573 39.41 66,946 0.23 2501-5000 191 13.14 75,672 0.26 5001-10000 302 20.77 2,43,170 0.84 10001-20000 133 9.15 2,15,106 0.74 20001-30000 41 2.82 1,05,232 0.36 30001-40000 30 2.06 1,10,182 0.38 40001-50000 25 1.72 1,11,986 0.39 50001-100000 57 3.92 4,18,872 1.44 100001 & above 102 7.02 2,76,71,234 95.36 Total 1,454 100.00 2,90,18,400 100.00 ANNUAL REPORT 2012-2013 31
(xiv) Outstanding ADRs/GDRs/Warrants or any Convertible instruments, conversion date and likely impact on equity. The Company has not issued any ADRs / GDRs / Warrants. (xv) Corporate & Registered Office Regional Office - Guwahati Regional Office-Kolkata Brahmaputra House, Royal Plaza, 4th Floor GD-17, Tank No-12, A - 7 Mahipalpur Opp. International Hospital Sec-3 Salt Lake City, (NH-8 Mahipalpur Crossing) Christian Basti, G. S. Road Kolkata-700106 New Delhi - 110037 Guwahati - 781005 The Company's project execution activities are undertaken at the location of the clients. (xvi) Address for correspondence Brahmaputra Infrastructure Limited Brahmaputra House, A-7, Mahipalpur (NH-8 Crossing), New Delhi-110 037 Tel No.: 011-42290200, Fax No.: 011-41687880 E-mail: cs@brahmaputragroup.com 32 ANNUAL REPORT 2012-2013
CEO/CFO Certificate Brahmaputra Infrastructure Limited To, The Board of Directors Brahmaputra Infrasturcture 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, 2013 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 : 02.09.2013 Chief Executive Officer Vice President- Finance 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, 2013, 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, 2013 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. 010538N Sunny Kohli Place : New Delhi Partner Date : 02.09.2013 M.No.:513283 ANNUAL REPORT 2012-2013 33