BRIGADE PROPERTIES PRIVATE LIMITED ANNUAL REPORT 2012-2013
DIRECTORS REPORT To The Members, Your Directors have pleasure in presenting the Sixth Annual Report of the Company, along with the Audited Statement of Accounts for the year ended 31 st March, 2013. 1. FINANCIAL HIGHLIGHTS The financial highlights of the Company for the year ended 31st March, 2013 is as follows: (Rupees in Lakhs) Particulars 2012-2013 2011-2012 Income 6.76 - Other expenses 407.31 0.21 Finance expenses 694.17 0.02 Profit before tax (22.32) (0.23) Balance in Profit & Loss Account brought (22.32) (0.23) forward from previous year Balance carried to Balance Sheet (23.42) (1.10) 2. DIVIDEND Directors have not recommended any dividend since the Company has incurred a loss. 3. OPERATIONS DURING THE YEAR The year under review is a significant one for the Company. Your Company successfully won the bid for 9.3 acres land in the heart of whitefield which was owned by Hindustan Unilever Limited (HUL). Further Reco Begonia Pte Limited a Special Purpose Vehicle of Government Investment Corporation (GIC), Singapore, has taken a 49% stake in the Company and 51% stake being held by Brigade Enterprises Limited. Your Company would be undertaking a residential development in this area and substantial approvals have been obtained. The project is likely to be launched in the first quarter of the financial year 2013-14. - 1 -
4. SHARE CAPITAL: During the year the Company has increased its Authorised Share Capital to Rs.39,13,33,700 divided into 2,95,42,570 Equity share of Rs.10/- each and 95,90,800 Preference Shares of Rs.10/- each. As per the terms of the Securities subscription Agreement the Company during year has re-classified the existing 50,000 equity shares of Rs.10/- to Class C Equity shares of Rs.10/-. The Company has issued 1,00,000 Class A Equity Shares, 10,19,200 Class B Equity shares of Rs.10/- each at a premium of Rs.90 each, 10,17,200 Class C equity shares of Rs.10/- each (Including the 50,000 shares which were re-classified), 95,90,800/- Optionally Convertible Preference Shares of Rs.10/- each, 24,51,570 A series Optionally Convertible debentures of Rs.100/- each, 35,08,040 B Series Fully Convertible debentures of Rs.100/- each, 23,55,430 A series Fully Convertible debentures of Rs.100/- each and 33,70,470 Fully Convertible debentures of Rs.100/- to its shareholders M/s. Brigade Enterprises Limited and M/s.Reco Begonia Pvt. Ltd. as per the Securities Subscription Agreement entered between the two companies. 5. DIRECTORS During the year Mr.M.R.Jaishankar, Ms.Githa Shankar and Ms. Nirupa Shankar directors of the company resigned from the directorship of the Company. Mr.Roshin Mathew, Mr. Suresh K, Mr. Kishore Gotety and Mr.Souvik Mukherjee were appointed as Additional directors of the Company to hold office till the conclusion of the ensuing Annual General Meeting of the Company and were appointed as directors liable to retire by rotation in the fifth Annual General Meeting held on 25 th September, 2012. Mr.Souvik Mukherjee resigned from the directorship of the Company on 18 th October, 2012. Mr.Dinesh Kumar Meel was inducted as an additional director w.e.f. 18 th October, 2012 till the conclusion of the next Annual General Meeting offered himself for re-appointment. None of the Directors of the Company are disqualified under Section 274(1)(g) of the Companies Act, 1956. 6. DIRECTORS RESPONSIBILITY STATEMENT As stipulated under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm as under:- a) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures - 2 -
b) That 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 and Loss of the Company for that period. c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) That the Directors had prepared the Annual Accounts on a going concern basis. 7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The utilization of energy is minimal and need based. The Management of the Company is conscious of the need to conserve energy resources and adopts conservation measures in operations wherever applicable. Further during the year under review, the Company has neither earned nor used any foreign exchange. 8. FIXED DEPOSITS Company has not accepted any fixed deposits from Directors or shareholders of the Company. 9. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) There are no employees in the Company who are in receipt of remuneration in excess of the limits prescribed in section 217(2A) of the Companies Act, 1956 during the year under review. 10. AUDITORS M/s. S R B C & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting of the Company have offered themselves for the re-appointment. M/s. S R B C & Co., Chartered Accountants have given their consent to be reappointed as Statutory Auditors in the ensuing Annual General Meeting and confirmed the Compliance of Section 224(1B) of the Companies Act, 1956. - 3 -
11. ACKNOWLEDGEMENT Your directors wish to place on record the sincere appreciation to all the stakeholders of the Company for their support and co-operation. for and on behalf of the Board Place : Bangalore Date : 17 h April, 2013 Sd/- Suresh K Director Sd/- Dinesh Kumar Meel Director - 4 -