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Directors Report of Brahmaputra Infrastructure Ltd.

Mar 31, 2014

Dear Members,

The 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, 2014.

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 31.03.2014 31.03.2013

Revenue from operations 25670.60 31173.21

Other Income 122.33 372.78

Total Income 25792.93 31545.99

Financial Costs 4470.77 4113.85

Depreciation 2447.90 2687.29

Profit/(Loss) before Tax (2810.61) 169.18

Tax Expense / (Credit) (742.87) 40.36

Profit after Tax (2067.74) 128.82 Paid-up Share Capital 2901.84 2901.84

Reserves & Surplus 12343.54 14411.28

PERFORMANCE

For the financial year ended March 31, 2014, your company has achieved turnover of Rs. 25670.60 Lacs as against Rs. 31173.21 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. 2067.74 Lacs during the financial year 2013-14 as against net profit of Rs. 128.82 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 Annexure-A which forms part of this Report.

DIVIDEND

Keeping in view the current financial position of the Company, economic scenario, losses in financial year 2013-14 and the future fund requirements of the Company, your directors do not recommended any dividend for the financial year ended 31st March 2014.

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 Annexure-B 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 27.06.2013 and 12.09.2013 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 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, 1956. 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 2014. 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 re-appointment. 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 Non-Executive 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/ re-appointed 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/re-appointment 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. 010538N), 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 re-appointment upto the conclusion of 19th Annual General Meeting. Board recommends for their re-appointment.

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.

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 2013-14 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.

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. 2.92 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 co-operation 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, co-operation, 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: 03.09.2014 Chairman


Mar 31, 2013

Dear Members,

The Directors have the pleasure in presenting the 15th Annual Report together with the Audited Accounts of the Company for the financial year ended on 31st March, 2013.

FINANCIAL HIGHLIGHTS (Rs. in Lacs)

The financial highlights of the Company''s operation for the year ended 31st March 2013 are as under:

Year ended Year ended

Particulars 31.03.2013 31.03.2012

Revenue from operations 30857.60 29,495.63

Other Income 726.42 130.51

Profit before Tax 169.18 988.18

Profit after Tax 128.82 688.92

APPROPRIATIONS:

Transferred to General Reserve - 1,000.00

PERFORMANCE

During the year under review, the total income of the Company amounting to Rs. 30857.60 lakhs as against Rs. 29,495.63 lakhs during the previous year. However, the Company has earned profit of Rs. 169.18 lakhs before tax during the year as against Rs. 988.18 lakhs during the previous year.

BUSINESS PROSPECTS

BIL has identified roads & highways, tunnels, airports, mining, bridges, real estate and other heavy civil construction works as a potential growth segment. In the near future the Company is desirous of gradually improving its penetration and resources to these sectors. Such diversification in different sectors enables us to reduce dependence on any one sector or nature of the project. To enhance its in-house expertise, so as to be at par with the other eminent players in the construction industry and to broaden its operational base in specialized construction field, BIL is entering into joint venture/s with the companies/entities having requisite experience. Keeping in view the performance and future prospects, the Company will continue to increase its overall presence in the industry with increased market share. Your Company is poised for sustained growth and the outlook is bright.

DIVIDEND

Keeping in view the current economic scenario and the future fund requirements of the Company, your directors do not recommended any dividend for the financial year ended 31st March 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Operational performance of each business segment has been comprehensively covered in the Management Discussion and Analysis Report given in Annexure-A which forms part of this Report.

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 Annexure-B which forms part of this Report.

SCHEME OF AMALGAMATION

The Scheme of Amalgamation of Brahmaputra Infraproject Limited (Transferor Company) with Brahmaputra Infrastructure Limited (Transferee Company) was approved by the Hon''ble High Court of Delhi vide its order dated 04th January 2013. The Scheme has become effective with effect from 11th March, 2013 (being the date of filing of order with the Registrar of Companies, NCT of Delhi & Haryana). Since the scheme is operative from the appointed date 1st April 2012, the effect of amalgamation has been given in the present Audited Annual Accounts.

MATERIAL CHANGES

Authorized Share Capital of the Company was increased 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, Clause-V of the Memorandum of Association of the Company was altered by the members in their Extra-ordinary General Meeting held on 05.12.2012.

Further, Members in their Extra-ordinary General Meeting held on 19.01.2013, altered 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. In the same meeting, Articles of Association of the Company were also altered, as these were required to be made in line with the existing laws, rules, regulations, guidelines etc.

In terms of the Scheme of Amalgamation of Brahmaputra Infrastructure Limited (Transferee Company) with Brahmaputra Infraproject Limited (Transferor Company), Brahmaputra Infrastructure Limited allotted 1,40,18,400 equity shares of Rs 10/- each on 28th March 2013 to the Shareholders of Brahmaputra Infraproject Limited in the ratio of in the ratio of 2 (two) Equity Shares of Rs. 10/- each for every 1 (one) Equity Share of Rs. 10/- each held in the Transferor Company resulting in increase in the paid-up share capital of the Company from Rs. 15,00,00,000/- to Rs. 29,01,84,000/-. Pursuant to the Scheme of Amalgamation becoming effective on 11.03.2013, the Authorized share capital of our Company was increased from Rs 25,00,00,000/- divided into 2,50,00,000 equity shares of Rs 10/- each to Rs 33,00,00,000/- divided into 3,30,00,000 equity shares of Rs 10/- each.

LISTING OF BRAHMAPUTRA INFRASTRUCTURE LIMITED

Equity shares of Brahmaputra Infrastructure Limited were listed and permitted for trading on BSE Limited (BSE) with effect from Thursday, June 27, 2013 vide BSE Notice No. 20130625-23 dated 25th June 2013.

Scrip Name "BRAHMINFRA" and Scrip Code "535693" has been allotted to Brahmaputra Infrastructure Limited by BSE.

All the formalities for listing of company''s securities at Delhi Stock Exchange Limited (DSE) have been completed. Listing application to DSE was filed on 09.04.2013 and subsequently, it has given its in-principle approval vide its letter No. DSE/ LIST/8065/28607/11917 dated May 28, 2013. Final listing approval from DSE is awaited.

DIRECTORS

Consequent upon the said scheme of Amalgamation which became effective on 11.03.2013, the Board was re-constituted. Sh. Kuladhar Saharia, an independent director was inducted in the Board as an Additional Director. Sh. Sanjeev Kumar Prithani & Sh. Suneet Kumar Todi were designated as Joint Managing Director and Whole Time Director of the Company respectively. Sh. Mukesh Aggarwall resigned from the directorship of the Company with immediate effect i.e. on 11.03.2013 and consequently he ceased to be Whole Time Director of the Company with effect from the said date.

In order to make board function more independently, Sh. Manoj Kumar Prithani has resigned from the Directorship of the Company with effect from the close of working hours on 26.08.2013. Consequently, he ceased to be Managing Director of the Company with effect from the said date. Sh. Manoj Kumar Prithani has been appointed as Chief Executive Officer of the Company with effect from 27.08.2013.

The Board of Directors in their meeting held on 02.09.2013 appointed Sh. Rajesh Singh as an Additional Director and was designated as Whole Time Director - Business Development of the Company.

Notices in terms of Section 257 of the Companies Act, 1956 along with requisite deposit in cash for candidature of Sh. Kuladhar Saharia and Sh. Rajesh Singh have been received. The resolution(s) for their appointment as director(s) forms part of the notice for convening the Annual General Meeting.

Sh. Sanjeev Kumar Prithani and Sh. Satish Chandra Gupta, Director(s) of the company who retire by rotation at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment. Your directors recommend their re-appointment.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and the rule made there under, during the year.

AUDITORS

M/s A. B. Bansal & Co., Chartered Accountants, the Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from the

Auditors to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the Act. Board recommends for their re-appointment.

The Auditors'' report and notes to the financial statements are self explanatory and do not call for any further Comments.

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.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Balance Sheet, Profit and Loss account, the Reports of the Board of Directors and Auditors of the subsidiary companies with the Balance Sheet of the Company. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the annual report.

Accordingly, the annual report of financial year 2012-13 contains the consolidated financial statements of the Company instead of the separate financial statements of all our subsidiaries. The said consolidated financial statements have been prepared in accordance with AS - 21 issued by "The Institute of Chartered Accountants of India" and hence, it also contains financial statements of our two JV''s namely GPL - Brahmaputra Consortium Ltd. (JV) and DRA - BLA - BCL (JV). The audited annual accounts and related information of subsidiaries of your Company will be made available upon request. The annual accounts of the subsidiary companies shall be available for inspection during business hours at the registered office of the company and also at the registered office of the respective subsidiaries.

PERSONNEL & HUMAN RESOURCES

Employee relations continued to be cordial throughout the year. 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 2013, 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, 2013 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, 2013 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.

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

Expenses in Foreign Currency : 14.12

Lakhs Value of Import on CIF basis: 0.68 Lakhs

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the clients, vendors, Banks, Central & State Government authorities, Regulatory authorities and the stakeholders for their continued support and co-operation.

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, co-operation and support which has enabled the Company to achieve consistent growth.

By order of the Board of Directors

Brahmaputra Infrastructure Limited

Place: New Delhi Sanjay Kumar Mozika

Date : 02.09.2013 Chairman

 
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