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Directors Report of Brigade Enterprises Ltd.

Mar 31, 2013

Dear Member,

The have pleasure in presenting the Eighteenth Annual Report on business and operations of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2013.

Financial Highlights:

(Rupees in Lakhs)

Particulars Standalone Consolidated

2012-13 2011-12 2012-13 2011-12

Total Revenue 78,812 60,932 83,461 65,103

Operating 57,297 43,153 61,380 47,013 Expenditure

Earnings before Interest, 21,515 17,779 22,081 18,090 Depreciation and Amortisation

Deprecia;ion and 7,224 4,925 7,733 5,323 Amortisation

Finance Cost 8,288 6,039 8,982 6,039

Profit Before Tax 6,003 6,815 5,358 6,728

Tax Expenses

Current Tax 1,201 1,365 1,208 1,368

Deferred tax charge/(Credit) 627 (300) 398 (274)

MAT Credit entitlement (2,250) (59) (2,250) (59)

Profit after Tax 6,425 5,809 6,002 5,693

Minority Interest - - (11) -

Share of profit from - - 131 - Associate

Profit for the year 6,425 5,809 6,122 5,693

Financial Overview Performance

During the financial year 2012-13, the Company has on a standalone basis, registered total revenue of Rs 78,812 Lakhs as compared to Rs 60,932 Lakhs in the previous year, showing a Y-O-Y increase of 30%, EBITDA has increased from Rs 17,779 lakhs to Rs 21,515 lakhs, an increase of 21%.

The consolidated revenue of the company for the financial year 2012-13 was Rs 83,461 lakhs, a growth of 28% from the previous year. EBITDA has increased from Rs 18,090 lakhs to Rs 22,081 lakhs, an increase of 22%.

Transfer to reserves

An amount of Rs 321 lakhs has been transferred out of the current year''s profits to General Reserve.

Dividend

The Board of Directors of the Company have recom- mended a dividend of Rs 1.50 (Rupee One & Paise fifty only) (15%) per equity Share of Rs 10 each which is subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company. The total payment on account of Dividend (including Dividend Tax) shall be Rs 1970 lakhs.

Share Capital

The issued, subscribed and paid up capital of the Company is Rs 112,25,19,400 (Rupees One Hundred and Twelve Crores, Twenty Five Lakhs and Nineteen Thousand and Four Hundred only) divided into 11,22,51,940 (Eleven Crores Twenty Two lakhs, Fifty One Thousand Nine Hundred and Forty Only) equity shares of Rs 10 each.

There has been no change in the share capital of the Company during the year.

Debentures

During the year under review, the company has not issued any debentures. As on date the company does not have any outstanding debentures.

Operational Overview Completed Projects

During the year under review, the Company has completed and capitalised retail and commercial projects measuring 0.81 million and 1.13 million square feet respectively.

Ongoing Projects

The company currently has 16 ongoing residential projects aggregating to 6.55 million square feet of developable area (out of which the Company''s share is about 5.09 million square feet), 6 commercial/retail projects aggregating to 1.84 million square feet of developable area (out of which the Company''s share is about 1.35 million square feet) and 2 Hospitality projects aggregating to 0.40 million square feet of developable area (out of which the Company''s share is about 0.25 million square feet).

Proposed projects

During the financial year 2013-14, the Company proposes to launch residential projects measuring 7.80 million square feet of developable area (out of which the Company''s share is about 5.64 million square feet) and Commercial / Hospitality projects measuring 1.30 million square feet of developable area (out of which the Company''s share is about 0.88 million square feet) in various cities across south India including Bangalore, Mysore and Chennai.

Business Overview

Brigade Enterprises Ltd is a public limited company with its equity shares listed on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

The operations of the Company can be classified into three main Segments:

- Income from Construction and development of Real Estate Projects

- Revenue from Hospitality Assets

- Lease Rental Income from Commercial and Retail Assets

Real Estate Division specialises in construction and devel- opment of residential and commercial Real Estates projects on Sale basis. The revenues of this vertical is recog- nised either on percentage of completion method during construction or unit sale method after the completion of the projects.

Hospitality division specialises in identifying Hotel operator and monitoring the operation of the hotel assets.

Commercial and Retail Asset Division concentrates on identifying suitable tenants on long term lease for the Assets owned by the Company.

A detailed analysis of completed and ongoing projects as on March 31, 2013 has been given in the Management Discussion and Analysis Report which is part of the Annual Report.

Subsidiaries:

Brigade Hospitality Services Limited (BHSL) is a wholly owned subsidiary of the Company that runs and manages clubs, serviced residences and convention centres. During the financial year 2012-13 BHSL has registered income from operations amounting to Rs 3249 lakhs and earned a profit of Rs 4 Lakhs.

Orion Mall Management Company Limited (OMMCL), a wholly owned subsidiary of the Company undertakes the mall management business. OMMCL manages the 0.8 million sq.ft. of Orion Mall at Brigade Gateway Campus, Bangalore. The Company has posted a turnover of Rs 1,575 Lakhs and incurred a loss of Rs 307 Lakhs.

WTC Trades & Projects Private Limited (WTC) a wholly owned subsidiary of the Company which holds the World Trade Centre license for the city of Bangalore from World Trade Centers Association, USA. WTC had a turnover of Rs 158 Lakhs and a net profit of Rs 33 lakhs.

Prosperita Hotel Ventures Limited is a newly incorpo- rated wholly owned subsidiary of the Company, incorporated during the year which is undertaking the construction of hotel project at the beginning of Old Mahabalipuram Road(OMR). The construction has started for this project. The Hotel would be operated by Holiday Inn.

Brigade Tetrarch Private Limited (BTPL) is also a wholly owned subsidiary of the Company with its main business in the field of sports related activities. BTPL has not registered income from operations and incurred a loss of Rs 34 Lakhs.

Brigade Infrastructure & Power Private Limited is a wholly owned subsidiary of the Company with it main objects in the field of Infrastructure and Power. Brigade Estates and Projects Private Limited is a wholly owned Subsidiary of the Company with main business in the field of real estate development. These Companies are in the process of being fully operational.

Joint Ventures and Special Purpose Vehicle:

BCV Developers Private Limited and BCV Estates Pvt. Ltd are a 50:50 joint venture between the Company, Classic Group and Valmark Group which owns land of 130 acres in Devanahalli, Bangalore for the Brigade Orchards Project. This Joint Venture has generated revenues of Rs 710 Lakhs and incurred a loss of Rs 136 Lakhs.

Brigade Properties Private Limited is a 51:49 joint venture between the company and Reco Begonia Pte. Limited a Special Purpose Vehicle of Government Investment Corpo- ration (GIC), Singapore to develop 9.3 acres land located in the heart of Whitefield. The Company is in the process of obtaining the final set of approvals for launching the project.

Statement relating to Subsidiaries

Pursuant to the general exemption granted by the Ministry of Corporate Affairs vide General Circular No.2/2011 dated February 08, 2011, the balance sheet, profit and loss account and other schedules thereto of subsidiary companies as prescribed under Section 212 of the Companies Act, 1956, have not been attached. As stipulated in the Circular, the Company has disclosed the requisite financial information of the subsidiaries in the Annual Report. Further, the annual accounts and the relevant information of the said subsidiaries shall be provided to the Members upon request and the same shall also be available for inspection on any working day during business hours at the registered office of the Company and the respective subsidiary companies.

Consolidated Financial Statements:

The Consolidated Financial statements have been prepared by the Company pursuant to Clause 32 of the Listing Agreement entered with the Stock Exchanges. The Consoli- dated Financial Statements and Auditors'' Report thereon forms part of the Annual Report.

Fixed Deposits:

The company has not accepted any deposit in terms of the provisions of Section 58A of the Companies Act, 1956, during the year under review.

Management Discussion & Analysis Report:

In accordance with the requirements of the Listing Agreement, the Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.

Directors

As on date, the Board of Directors of the Company comprise of eight Directors of which four are Independent Directors.

In terms of Article 108, 109 and 110 of Articles of Associ- ation, and Sections 255 and 256 of the Companies Act, 1956, Mr M. R. Shivram and Mr P. V. Maiya, Non Executive Directors are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Notice convening the Annual General Meeting includes the proposals for the re-appointment of the Directors. Brief resume of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas and names of the companies in which they hold directorship / membership / chairmanship of the Board or Committees, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges have been provided as an annexure to the Notice convening the Annual General Meeting.

None of the Directors of the Company are disqualified under Section 274(1)(g) of the Companies Act, 1956.

Board Committees

A detailed note on the Committees of the Board of Directors is given in the Corporate Governance Report forming part of the Annual Report.

Auditors

M/s. Narayanan, Patil & Ramesh, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The Board of Directors upon the recommendation of the Audit Committee proposes the re-appointment of M/s. Narayanan, Patil & Ramesh, Chartered Accountants, as the Statutory Auditors of the Company, subject to the approval of the members at the Annual General Meeting.

M/s. Narayanan, Patil & Ramesh, Chartered Accountants have confirmed that the appointment, if made, will be in accordance with the limits prescribed under Section 224(1B) of the Companies Act, 1956.

Secretarial Audit

The Secretarial Audit Report for the year ended March 31, 2013 issued by M/s.Jayasurya & Associates, Practicing Company Secretary confirming compliance with all the applicable provisions of Corporate Laws and the Listing Agreements is attached separately in the Annual Report.

Human Resources

Brigade Group is one of the leading Real Estate and Project Development companies in India with a total workforce of 424 as on March 31, 2013. The Company believes that the only way it can excel is by empowering its people. Training and development is conducted regularly at all levels to enable employees to reach their individual goals and getting the same aligned with the overall corporate goal. The Company aims to contribute to the overall development of its employees through extensive training and motivational programmes. The Board of Directors would like to express their appreciation to employees for their hard work and dedication.

Directors'' Responsibility Statement:

The Director''s Responsibility Statement, setting out compliance with the accounting and financial reporting requirements specified under Section 217(2AA) of the Companies Act, 1956, in respect of the financial statements, is furnished below and on behalf of the Board of Directors, it is hereby confirmed that:

i. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

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 the Financial Year and of the profit and loss of the Company for that period.

iii. The Directors have 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 irregu- larities.

iv. The Directors have prepared the accounts on a going concern basis.

Report on Corporate Governance:

A detailed report on Corporate Governance and a certificate from M/s Jayasurya & Associates, Practicing Company Secretary affirming compliance with the various conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement has been included as an attachment to this Report.

Code of Conduct

Pursuant to Clause 49 of the Listing Agreement, the decla- ration signed by the Chairman and Managing Director affirming compliance of the Code of Conduct by the Directors and senior management personnel of the Company for the financial year 2012-13 is annexed and forms part of the Directors'' and Corporate Governance Report.

Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are set out in the annexure to the Directors'' Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all members of the Company and others entitled thereto. Any person interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Conservation of energy, technology absorption, Foreign Exchange earnings and outgo:

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings & outgo pursuant to the provisions of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out as an Annexure to this report.

Awards and Recognitions

- Brigade Group won the following awards at the CREDAI Real Estate Awards, 2012:

- ''Best theme based township of the year''—Brigade Gateway, Bangalore

- ''Best Office space of the Year''—World Trade Center, Bangalore

- Brigade Group received the Platinum Award of Excellence at the Construction World Awards, 2012 for being recognised as one of India''s Top 10 Builders for 5 consecutive years (2007-2011)

- The Company has won the following awards at CNBC AWAAZ Real Estate Awards 2012:

- Brigade Gateway Residences has won the National Award for the Best Project in the Mid-segment Housing category.

- World Trade Center was awarded the Best Commercial project in Bangalore.

- Brigade Gateway residences again bagged the award for the Best Residential project in Bangalore.

- Orion Mall at Brigade Gateway was awarded the Best Retail project in Bangalore.

- Brigade Group has been selected as one of "India''s best companies to work for 2012" by Great Place to Work Institute & The Economic Times for the second time in a row. The group was ranked 23rd on an illus- trious list of TOP 50 Companies having upto 1000 employees and also ranked 3rd in the Real Estate Industry.

- Brigade Group was awarded with following awards at the "ET Now—Asia Retail Congress 2012 Awards":

a. Best Retailer of the year (Real Estate)—Brigade Group

b. Best emerging Retailer (Real Estate)—Brigade Group

c. Best Marketing Campaign of the year—Orion Mall

- The World Trade Center at Brigade Gateway has won the Best Office Space award at the CREDAI REAL ESTATE AWARDS KARNATAKA 2013.

- Brigade Group won the Special Jury Award for Apart- ments at the CREDAI Mysore Real Estate Awards 2013 for constructing Mysore''s First Tallest Building —Brigade Horizon, residential project.

Acknowledgements:

The Directors would like to place on record our sincere appreciation to all our stakeholders for their co-operation and continued support to the Company during the year under review. The Board expresses its deepest sense of appreciation to the employees at all levels for their profes- sional commitment and initiatives for the organisation''s growth and success.

For and on behalf of the Board

Brigade Enterprises Limited

Place: Bangalore M. R. Jaishankar

Date: May 07, 2013 Chairman and Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the Seventeenth Annual Report on business and operations of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2012.

(Rupees in Lakhs)

Particulars 2011-12 2010-11

Net Sales and other income 60,931.70 46,937.37

Interest & other Finance charges 6,039.28 1,678.69

Deprecation & 4,001.39 1,726.58

amortisation expenses

Profit before tax 6,814.95 16,145.85

Provision for taxation: Current 1,362.51 2684.85

Deferred (299.94) 2446.87

Wealth Tax 2.44 1.20

MAT entitlement (59.42) (914.65)

Net Profit after Tax 5,809.35 11,927.58

Earnings Per Share 5.18 10.63

Dividend:

The Board of Directors of the Company have recommended a dividend of Rs 1.50 (Rupees one and paise fifty only) (15%) per equity Share which is subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company. The total payment on account of Dividend (including Dividend Tax) shall be Rs 1956.93 lakhs. A sum of Rs 440 lakhs has been transferred to the General Reserve.

Share Capital:

There has been no changes in the share capital of the Company during the year.

Operational Review & Future:

The financial year 2011-12 has been a year of high volatility. The GDP of the Indian economy grew at 6.5%, a significant slowdown in comparison to the preceding two financial years. The main factors attributable to the slowdown is due to weakening industrial growth, persistent inflationary pressures, rising interest costs, weak domestic sentiment and deterioration in global economic situation. Real Estate is one of the major components of the GDP of our economy. The slackness in the growth of the real estate sector had an impact on the GDP. The silver lining to it was that the Bangalore real estate market showed a better than average performance compared to the other cities, as the real estate players in Bangalore were more organised and transparent in their functioning.

This year was a very eventful year for your Company as it completed 25 years of its existence on 10th October, 2011, in what was originally started as a single project in a partnership firm. It grew from strength to strength and today we have completed more than 100 buildings and success- fully delivered more than 20 million square feet of development in residential, commercial and hospitality projects. A total of around 30 million square feet would be developed in phases over the next five year period of which 9 million square feet is presently being developed.

The snapshot of the performance during the year is as follows:

Integrated Enclaves Brigade Gateway:

Brigade Gateway is an iconic project and way ahead of its time. It is the most integrated city centric enclave anywhere in the country. The total integration of the residential apartments with offices, retail, hotel, hospital, educational and recreational facilities within the project, is unprecedented. The residential blocks comprising of over 1250 apartments have been nearly sold.

World Trade Center, the office tower at Brigade Gateway, comprising 32 levels with a height of 128 meters is the tallest building in Bangalore as on date. Around 40% out of the total of 1.1 million square feet in this building has been leased and 30% has been sold. Company will hold a major stake in the space since the World Trade Center brand for the city of Bangalore is held by the Company through its subsidiary WTC Trades & Projects Private Limited.

We are also happy to inform that the registered office and corporate office of the Company has been shifted to the 29th & 30th floors of this prestigious building w.e.f. 8th February, 2012.

In the first year of operations, the Sheraton Bangalore Hotel at Brigade Gateway has drawn a good response from the market for both rooms and F&B and has witnessed robust business. It comprises of 230 room keys and the occupancy level in the property is quite encouraging.

The flagship retail venture of the Company-ORION Mall at Brigade Gateway, aggregating to over 8,00,000 sft has been completed and operations have commenced in the month of March, 2012. About 85% of the space has been leased out and 60% of the Mall is fully operational as on date. The completion of the mall makes all components of the enclave completely operational.

The many accolades received by the various components of the enclave is a true reflection of this world class project.

Brigade Metropolis:

The construction of the residential blocks, aggregating to about 2.52 million sft, have been completed during the year. The sale of the apartments were completed during the year. Summit, the office space at Metropolis aggregating to 8,28,000 sft was completed during the year.

Commercial:

During the year the Company monetised the following commercial assets:

- A total of around 0.39 million sft of office space at World Trade Center at Brigade Gateway has been sold.

- Company has monetised to the extent of 0.05 million sft of Summit @Brigade Metropolis located on White- field Road.

- We have Monetised to the extent of 0.07 million sft in Brigade Rubix, HMT Township.

Hospitality Domain:

- Sheraton Bangalore Hotel: The Sheraton Bangalore Hotel at Brigade Gateway has done good business in the first year of its operations and the occupancy levels have consistently exceeded expectations. Sheraton Bangalore has been voted the 'Best New Hotel of the year 2012' in the 'Upscale segment- Business' by HVS South Asia at HISCA 2012.

- Grand Mercure: The 5-Star Grand Mercure, apartment hotel in Koramangala, Bangalore is owned by the Company and managed by the French group, Accor. The occupancy levels has consistently averaged over 80% during the year and is one of the best performing apartment hotel in South India.

Special Economic Zones'The construction work at the Special Economic Zone at Kochi would commence shortly. The infrastructure works is being undertaken by the concerned statutory authorities in the Special Economic Zone at Mangalore. We will commence construction on completion of the infrastructure works by the authorities.

Brigade Value Homes

Brigade Meadows—Brigade Meadows located on Kanakapura Road is a 65 acres mixed use development of which Brigade Value Homes is an integral part. The first phase of development is on 31 acres in which 1850 units are launched. Construction is progressing well in the project.

The other ongoing Residential Projects are as follows:

- Brigade Sonata, Palace Road, Bangalore aggregating to 0.04 million sft.

- Brigade Rhapsody, Palace Cross Road, Bangalore a premium residential project aggregating to 0.03 million sft.

- Brigade Horizon at Mysore aggregating to 0.17 million sft.

- Brigade Sparkle at Mysore aggregating to 0.24 million sft.

The following projects have been launched by the Company in 2011-12:

- Brigade Exotica on Old Madras Road, our Premium Luxury Residential Apartment Project aggregating to 1.50 million sft. This project has received 5-star Rating from CRISIL Real Estate Rating. It has also received pre-certified Gold rating by IGBC Green Homes. The construction of the first tower is in progress.

- Brigade IRV Centre in Nallurahalli, Whitefield, is our proposed Commercial Office building Project aggregating to 0.26 million sft. It has received the LEED ICS Pre Certified Gold rating by IGBC Green Homes.

The following projects are in the pre-launch stage.

- 'Brigade Omega', our Luxury Residential Project in Thurahalli Village, Uttarahalli, Bangalore South aggregating to 0.82 million sft.

- Brigade Pinnacle, residential project in Mangalore aggregating to 0.51 million sft.

- Brigade Palmgrove, our Premium Villa & Town House Project on Bogadhi Main Road, Mysore aggre- gating to 0.27 million sft.

The ground breaking ceremony for the following projects in Bangalore were conducted during the year.

- Commercial Office building Project'Brigade IRV Centre in Nallurahalli

- Premium Residential Apartment Project'Brigade Caladium, Hebbal

- Commercial Office Building'Brigade Magnum, Hebbal.

Shifting of Registered Office:

During the year under review, the registered office of the Company was shifted to the 29th & 30th Floors, World Trade Center, Brigade Gateway Campus, 26/1, Dr. Rajkumar Road, Rajajinagar-Malleswaram, Bangalore 560 055 w.e.f. 8th February, 2012.

Subsidiaries:

Brigade Hospitality Services Limited (BHSL) is a wholly owned subsidiary of the Company that runs and manages clubs, serviced residences and convention centres. During the financial year 2011-12 BHSL has registered income from operations amounting to Rs 5210.72 lakhs and incurred a loss of 41.41 Lakhs.

Orion Mall Management Company Limited (OMMC) is a newly incorporated wholly owned subsidiary of the Company, incorporated during the year. The main object of the company is to carry on the business of mall management. This Company would manage all malls developed by the Company. OMMC had a turnover of Rs 16.81 lakhs and a loss of Rs 58. 13 lakhs.

WTC Trades & Projects Private Limited(WTC) a wholly owned subsidiary of the Company which has obtained the licence from World Trade Center Association, USA is entitled to use WTC logo in the city of Bangalore. WTC had a turnover of Rs 84.11 lakhs and a net profit of Rs 0.12 lakhs Brigade Estates and Projects Private Limited & Brigade Properties Private Limited are wholly owned Subsidiaries of the Company with main business in the field of real estate development. Brigade Infrastructure & Power Private Limited is a wholly owned subsidiary with its main objects in the field of Infrastructure and power. These Companies are in the process of being fully operational.

Brigade Tetrarch Private Limited (BTPL) is also a wholly owned subsidiary of the Company with its main business in the field of sports related activities. BTPL has registered income from operations amounting to Rs 0.29 lakhs and incurred a loss of Rs 0.12lakhs.

Joint Venture:

BCV Developers Private Limited is a 50:50 joint venture between the Company and Classic Valmark Private Limited for development of land of 120 acres in Devanahalli, Bangalore. Your Company has 50% representation of the Board of this Company. The project known as 'Brigade Orchards' is a 120 acre, one-of-its kind, completely integrated and inclusive enclave located near the Bangalore International Airport. This will be an eco-friendly, model township, incorporating globally followed "best practices" in town planning and urban infrastructure. A total of around 7 million square feet of development is proposed over a period of 5 years. The project would comprise of villas, value homes, apartments, commercial complex, retail, sports arena, clubs. Provisions are made for Arts village, Healthcare, school and civic amenities. The model villas are ready and presently the infrastructure work is progressing in the project.

Consolidated Financial Statements:

The Consolidated Financial statements have been prepared by the Company pursuant to Clause 32 of the Listing Agreement entered with the Stock Exchanges. The Consolidated Financial Statement and Auditors' Report thereon forms part of the Annual Report.

Fixed Deposits:

The Company has not accepted any fixed deposits during the year. There are no deposits repaid during the year or any unclaimed deposits with the Company.

Management Discussion & Analysis Report:

The Management Discussion and Analysis is annexed to this report.

Directors:

Dr Anumolu Ramakrishna and Mr M. R. Gurumurthy retire by rotation and being eligible, offer themselves for re-appointment.

The present tenure of Mr M. R. Jaishankar as Chairman & Managing Director and Ms. Githa Shankar as Wholetime Director was upto 31st March, 2012. The Board of Directors have approved their re-appointment for a further period of five years with effect from 1st April, 2012 subject to the approval of members in the 17th Annual General Meeting.

None of the Directors of the Company are disqualified under Section 274(1)(g) of the Companies Act, 1956.

Auditors:

M/s. Narayanan, Patil & Ramesh, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting of the Company and being eligible for re-appointment have offered themselves for re-appointment.

M/s. Narayanan, Patil & Ramesh, Chartered Accountants have confirmed that the appointment, if made, will be in accordance with the limits prescribed under Section 224(1B) of the Companies Act, 1956.

Directors' Responsibility Statement:

As per the provisions of Section 217(2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

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 the Financial Year and of the profit and loss of the Company for that period.

iii. The Directors have 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.

iv. The Directors have prepared the accounts on a going concern basis.

Report on Corporate Governance:

A detailed report on Corporate Governance has been included as an attachment to this Report.

Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are set out in the annexure to the Directors' Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956,the Annual Report excluding the aforesaid information is being sent to all members of the Company and others entitled thereto. Any person interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Conservation of energy, technology absorption, Foreign Exchange earnings and outgo:

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings & outgo pursuant to the provisions of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is contained in Annexure I.

Awards and Recognitions:

"World Trade Center", at Brigade Gateway has won the award for "Outstanding Concrete Structure of Karnataka-2010" from the "Indian Concrete Institute".

"Sheraton Bangalore Hotel" at Brigade Gateway has been voted the "Best New Hotel of the Year 2012" in the Upscale Segment-Business by HVS South Asia' at HICSA 2012.

The Group has been awarded a commendation certificate by Indian Merchants Chambers Ramakrishna Bajaj National Quality Award Trust for business excellence, 2011 under the Service category.

"Brigade Group" was honoured with the "Oustanding contribution in Real Estate (Hospitality Sector)" at the EPC World Awards 2011. The award was conferred to the Company for the products and services provided by the Organisation for the development of the Indian Infrastructure and Construction sector.

"World Trade Center" was conferred the ACCE- BILLIMORIA award 2011 for "Best construction in High Rise Buildings" by the Association of Consulting Civil Engineers India, Governing Council.

The Group was awarded a certificate for its "Strong Commitment to Excel" by the CII-EXIM Award for Business Excellence 2011 at the National Quality Summit.

Mr M. R. Jaishankar was honoured as an 'EMINENT DEVELOPER' by Civil-Aid Technoclinic Private Limited, a Bureau Veritas Group Company.

The Group has won two awards, 'Developer of the Year'Commercial' & 'Integrated Township of the Year" (Brigade Gateway) Awards at the Realty Plus Excellence Awards 2012 for South India , instituted by Realty Plus.

The Group was presented the ' India's Top 10 Builders' award at the CW Architect and Builder Awards 2011. This is the fifth year in a row that your Company has received this honour.

"Economic Times, in association with"Great places to Work Institute''rated the Company as the 2nd best Company in the Real Estate Sector and also at number 88 among all Companies in the Country in 2011 to work at.

Acknowledgements:

We would like to record our sincere thanks to team Brigade, shareholders, to our family of associates (architects, consul- tants, contractors, bankers, suppliers, officials in the civic authorities and government), friends, well wishers and, of course, all our customers, who have shown their confidence and support to the Company during the last 25 years and helped in shaping Brigade Group.

By Order of the Board

for Brigade Enterprises Limited

Place: Bangalore M. R. Jaishankar

Date: May 07, 2012 Chairman and Managing Director


Mar 31, 2011

The Directors have pleasure in presenting the sixteenth Annual Report on business and operations of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2011.

(Rupees in Lakhs)

Particulars 2010–11 2009–10

Net Sales and other income 45,746.63 36,259.08

Interest & other Finance charges 1,678.69 887.49

Depreciation 1,726.58 1,791.03

Profit before tax 12,258.67 4633.85

Provision for taxation: Current 2684.85 754.43

Deferred 2446.87 23.75

Net Profit after Tax 8,040.40 4,595.21

Add : Prior year (expenses) / income 1,190.73 96.77

Excess / Short provision – IT 2,716.97 (58.02)

Less : Diminution in value of 20.54 11.66 investment

Profit available for appropriation 11,927.56 4,622.30

Earnings Per Share 10.63 4.12

Dividend:

The Board of Directors of the Company have recommended a dividend of Rs. 1.50 (Rupees one and paise ffty only) (15%) per equity Share which is subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company. The total payment on account of Dividend (including Dividend Tax) shall be Rs. 1963.43 lakhs. A sum of Rs 894.57lakhs has been transferred to the General Reserve.

Share Capital:

There has been no changes in the share capital of the Company during the year.

Operational Review & Future:

The financial year 2010-11 has been the year of unprec- edented events viz. shaky European economy, mounting debt in Greece, Portugal, Spain and even Italy which had rippling effect across the globe. The infation rates spiralling to double digits in India, coupled with interest rate hikes by the Reserve Bank of India, has impacted the growth of the Indian Economy in general and the Real Estate sector in particular.

The performance of your Company has been encouraging despite the above factors. The snapshot of the performance during the year is as follows:

Integrated Enclaves

Brigade Gateway:

The Residential blocks aggregating to 1.85 million square feet have been completed during the year. Brigade Gateway is the most integrated enclave in an urban centre anywhere in the country. The total integration of the residential apart- ments with offces, retail, hotel, hospital, educational and recreational facilities within the city, is unprecedented. The convenience of living in such an environment will truly be a great experience.

One of the most significant developments during the year is securing the license to brand our offce space in Brigade Gateway as World Trade Center Bangalore. This license is held by WTC Trades & Projects Private Limited, a wholly owned subsidiary of the Company. We join the elite group of 29 to own WTC (World Trade Center) buildings worldwide and only the second in India. WTC is the most recognized and sought-after business address anywhere in the world. WTC Bangalore is the tallest building in Bangalore (128 meters) with many unique features, including—for the frst time in Bangalore—an observation deck. It is designed to International A++ specifcations and would be an iconic landmark in the Citys skyline.

WTC Bangalore would be operational in a few months and would be a proud and positive development for us and for the city of Bangalore.

The Orion Mall, aggregating to more than 8,00,000 sft would be operational in the financial year 2011-12. Your Company has already leased 75% of the total area.

Brigade Metropolis:

The residential blocks, aggregating to about 1.44 million sft, have been completed during the year. We are happy and pleased to inform you that this project has won the award for the best "Residential Property South" in the prestigious CNBC AWAAZ CRISIL CREDAI Real Estate Awards 2010 held in Singapore in May, 2011. The Commercial space is on the verge of completion.

Brigade Palmsprings at J. P. Nagar, Bangalore, aggre- gating to around 0.82 million square feet comprising 216 apartments was completed during the year.

Commercial:

During the year the Company monetized the following

commercial assets:

¾ Hospital Building of 0.14 million sft located at Brigade Gateway Project at Malleswaram, Bangalore

¾ Brigade Seshmahal aggregating to 0.02 million sft located at Basavangudi, Bangalore

A total of 0.98 million sft of commercial space was leased / sold during the year

Hospitality Domain:

¾ Sheraton Bangalore Hotel: The construction of the 230 room Sheraton Bangalore at Brigade Gateway has been completed and the operations have commenced during the year.

¾ Grand Mercure: Grand Mercure (formerly known as Mercure Homstead Residences) at Koramangala in Bangalore owned by the Company and managed by Accor group has been breaking records in terms of its performance.

Special Economic Zones—The construction work at the Special Economic Zone at Kochi would commence shortly. The infrastructure works is being undertaken by the concerned statutory authorities in the Special Economic Zone at Mangalore. We will commence construction on completion of the infrastructure works by the authorities.

Brigade Value Homes—The frst Brigade Value Homes project "Brigade Meadows" will be launched in South Bangalore. About 1.3 million sft will be launched as part of phase 1 in the second quarter of the financial year 2011-12.

The second project of Brigade Value Homes will be launched in the North Bangalore in the financial year 2011-12.

Company has fnalised the land and entered in to joint development agreement for Brigade Value Homes to be launched in East Bangalore.

The following projects have been launched by the Company in 2010-11:

¾ Brigade Rhapsody at Bangalore is a premium residential project aggregating to 0.03 million sft comprising 8 apartments

¾ Brigade Zenith, our premium residential project in Banjara Hills, Hyderabad aggregating 0.18 million sft which would comprise 48 apartments.

¾ Orion Mall at Banaswadi, Bangalore aggregating to 0.25 million sft.

The ground breaking ceremonies for the following projects were conducted during the year. These projects will be launched shortly except a couple of them which have already been launched. ¾ "Brigade Zenith in the up market Banjara Hills, our

Premium Residential Project and maiden project in Hyderabad aggregating to 0.18 million sft.

¾ "Brigade Omega", our Luxury Residential Project in Thurahalli Village, Uttarahalli, Bangalore South aggregating to 0.82 million sft.

¾ Our Hotel and Retail Project on Kempe Gowda Road, Bangalore aggregating to 0.16 million sft.

¾ "Brigade Palmgrove", our Premium Villa and Town House Project on Bogadhi Main Road, Mysore aggre- gating to 0.27 million sft.

¾ Brigade Exotica on Old Madras Road, our Premium Luxury Residential Apartment Project aggregating to 1.50 million sft.

¾ Brigade IRV Centre in Nallurahalli, Whitefeld, our proposed Commercial Offce building Project aggre- gating to 0.26 million sft.

This is the 25th year of existence after the Group was initially started as a partnership frm in 1986. To commemorate the 25 years, the Company plans on launching 25 projects (big, medium and small), a few of them have been recently launched and are listed above. As we look back there is a certain amount of satisfaction which gives us the deter- mination to work harder for a brighter future and to create a better quality of life for our customers and other stake holders.

Company will be launching around 10 million square feet of built up area in the financial year 2011-12. A total of around 40 projects across residential, commercial and hospitality domains aggregating to 31 million square feet area in seven cities would be constructed and delivered in the next 4 –5 years.

Subsidiaries:

Brigade Hospitality Services Limited (BHSL) as a wholly owned subsidiary of the Company runs and manages clubs, serviced residences and convention centres. During the financial year 2010-11 BHSL has registered income from operations amounting to Rs 4671 lakhs and Profit after tax of Rs 136.29 lakhs. There has been a marked improvement in the performance as compared to the previous year.

WTC Trades & Projects Private Limited became a wholly owned subsidiary of the Company during the year. This company is the proud owner of the licence "World Trade Center" for the city of Bangalore, awarded to it by the World Trade Centers Association, U S A. (WTCA). The licence held by WTC Trades entitles it to use the trade names, trade- marks and goodwill associated with "World Trade Center" & Map Design Logo & WTC in the City of Bangalore. The Company has rebranded its offce space at its integrated enclave Brigade Gateway as World Trade Center which is indicative of the international standards of construction quality.

Brigade Estates and Projects Private Limited and Brigade Properties Private Limited are wholly owned Subsidiaries of the Company with main business in the feld of real estate development. Brigade Infrastructure & Power Private Limited is a wholly owned subsidiary with its main object in the feld of Infrastructure and power. These Companies are in the process of being fully operational.

Brigade Tetrarch Private Limited (BTPL) is also a wholly owned subsidiary of the Company with its main business in the feld of sports-related activities. BTPL has registered income from operations amounting to Rs 5.12 lakhs and incurred a loss of Rs 14.36 lakhs.

Joint Venture:

BCV Developers Private Limited is a 50:50 joint venture between the Company and Classic Valmark P. Limited for development of land of 120 acres in Devanahalli, Bangalore. Your Company has 50% representation of the Board of this Company. Villas will be launched in the frst phase of this mixed use project in the second quarter of the financial year 2011-12. Construction of the model villas is presently in progress.

Consolidated Financial Statements:

The Consolidated Financial statements have been prepared by the Company pursuant to Clause 32 of the Listing Agreement entered with the Stock Exchanges. The Consoli- dated Financial Statement and Auditors Report thereon forms part of the Annual Report.

Fixed Deposits:

The Company has not accepted any fixed deposits during the year. There are no deposits repaid during the year or any unclaimed deposits with the Company.

Management Discussion & Analysis Report:

The Management Discussion and Analysis is annexed to this report.

Directors:

Mr M. R. Jaishankar and Ms Githa Shankar retire by rotation and being eligible, offer themselves for re-appointment.

None of the Directors of the Company are disqualifed under Section 274(1)(g) of the Companies Act, 1956.

Auditors:

M/s. Narayanan, Patil & Ramesh, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting of the Company and being eligible for re-appointment have offered themselves for re-appointment.

M/s. Narayanan, Patil & Ramesh, Chartered Accountants have confrmed that the appointment, if made, will be in accordance with the limits prescribed under Section 224(1B) of the Companies Act, 1956.

Group

Pursuant to the intimation received from the Promoter(s), the names of the promoters and entities forming part of "Group" is disclosed in the Annual Report in accordance with Regulation 3(1)(e)(i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

Directors Responsibility Statement:

As per the provisions of Section 217(2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confrmed that:

i. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

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 the Financial Year and of the Profit and loss of the Company for that period.

iii. The Directors have taken proper and suffcient 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 irregu- larities.

iv. The Directors have prepared the accounts on a going concern basis.

Report on Corporate Governance:

A detailed report on Corporate Governance has been included as an attachment to this Report.

Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are set out in the annexure to the Directors Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all members of the Company and others entitled thereto. Any person interested in obtaining such particulars may write to the Company Secretary at the Corporate Offce of the Company.

Conservation of energy, technology absorption, Foreign Exchange earnings and outgo:

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to the provisions of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is contained in Annexure I.

Awards and Recognitions:

Brigade Metropolis, our integrated enclave on Whitefeld Road in Bangalore has won the prestigious CNBC AWAAZ CRISIL CREDAI Real Estate Awards 2010 for the best "Residential Property South".

OCHRE, Architects, have won the award for the "Best Hospitality Architecture" for Galaxy Club project @ Brigade Gateway Enclave in the CNBC AWAAZ CRISIL CREDAI Real Estate Awards 2010.

The Companys Commercial Project World Trade Center, Bangalore @ Brigade Gateway, Malleswaram, Bangalore, has won the award for the Best Commercial Project of the Year in the prestigious Property World Awards for 2010.

The Company won the "Best Commercial Developer of the Year" Award at the Realty Plus Excellence Awards 2011 (South).

This is the third consecutive year that we have received an award at the Realty Plus Awards. On the earlier two occasions, the awards were for the "Regional Developer of the Year - South".

The Company won the award for the "Best Developer in Residential Infrastructure" at the Construction Source India Awards 2010.

Mr M. R. Jaishankar, Chairman and Managing Director of the Company was presented with the SENIOR BUILDER AWARD in appreciation and recognition of his excellent contribution to Civil Engineering Construction on the occasion of Builders Day celebration by the Builders Association of India, Karnataka (Bangalore) Centre.

Acknowledgements:

The Board wishes to place on record its appreciation to all the stakeholders for their continuous support, encour- agement and patronage. We would like to thank the Briga- diers for their valuable contribution and request them to keep up the good work. This is the beginning of the journey to achieve the vision of becoming a world class organisation in its products, processes, people and performance. We require the whole-hearted co-operation of all stakeholders to achieve this vision.

By Order of the Board

for Brigade Enterprises Limited

M. R. Jaishankar

Chairman and Managing Director

Place: Bangalore Date: May 04, 2011


Mar 31, 2010

The Directors have pleasure in presenting the Fifteenth Annual Report on business and operations of the Company together with the Audited Statement of Accounts for the fi nancial year ended 31st March, 2010.

Financial Highlights:

Rupees in lakhs Particulars 2009-10 2008-09 Net Sales and other income 36,259.08 39,435.72 Interest & other Finance charges 887.49 587.84 Depreciation 1,791.03 1,338.90 Profi t before tax 4,633.85 5,856.37 Provision for taxation: Current (754.43)(1,733.71) Deferred (23.75) 0.26 Net Profi t after Tax 4,595.21 4,122.92 Add: Prior year (expenses) / 96.77 2,920.73 income Excess / Short provision - IT (58.02) 1869.05 Less: Diminution in value of 11.66 607.40 investment Profi t available for appropriation 4,622.30 8,305.30 Earnings Per Share 4.12 3.13

The Net sales of the Company for the fi nancial year 2009- 10 stood at Rs.36,259.08 lakhs (down by 8.05%). The lower volumes were attributable to not so positive sentiments prevailing during the fi rst half of the fi nancial year. However, on account of better realization the net profi t of the Company improved to Rs.4,595.21 lakhs (up by 11.45%) during the fi nancial year 2009-10

Dividend:

The Board of Directors of the Company has recommended a dividend of Rs. 1.20 (Rupees one and paise twenty) (12%) per equity Share which is subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company. The total payment on account of Dividend (including Dividend Tax) shall be Rs. 1,575.95 lakhs. A sum of Rs. 115.56 lakhs has been transferred to the General Reserve.

Operational Review & Future:

The Indian real estate business has bounced back from its most trying times faced in the latter half of the fi nancial

year 2008-09. The residential sector was fi rst to show signs of recovery during the current fi nancial year. The Indian economy is looking much better as compared to other developed economies, it would be matter of time before the demand for commercial offi ce space & retail space improves.

Integrated Enclaves - The majority of the residential blocks of the two fl agship integrated enclave projects of the Company i.e., Brigade Gateway located at Malleshwaram- Rajaji Nagar, North Bangalore and Brigade Metropolis located at Whitefi eld, East Bangalore are completed and handing over to customers is in progress. The other development including the commercial space in these projects are in the advance stages of completion.

The following are the other residential projects completed in the fi nancial 2009-10:

Name of the project No. of Area in Location Apartments Sq. ft. Brigade Courtyard 184 277010 Bangalore Brigade Solitaire 42 94990 Mysore Brigade Citadel 8 25300 Mysore Brigade Odyssey 8 17160 Bangalore

- Brigade Palmsprings at J. P. Nagar, Bangalore, a joint development residential projects, Brigade Horizon, a joint development residential project at Mysore and Brigade Petunia, a residential project at Banashankari, Bangalore are in an advanced stage of completion

Hospitality Domain - Mercure Homstead Residences at Koramangala in Bangalore owned by the Company and managed by Accor group has done commendable business in the fi rst year of its operation.

- The 230 room Sheraton Bangalore Hotel located at Brigade Gateway is under construction and is expected to commence operations at the end of the current fi nancial year.

Special Economic Zones - The enabling works like laying of boundary walls has commenced in the Special Economic Zone at Kochi and the architectural design for the Special Economic Zone at Mangalore is in progress.

Brigade Value Homes - Your Company will be launching a new range of affordable value homes in Bangalore in the fi nancial year 2010-11. Brigade Value

Homes incorporate the concept of enclave living- which incidentally, was pioneered in Bangalore by your Company. The Value Homes will offer amenities like a swimming pool, gymnasium, landscaped outdoor areas, games room and security.

Quality Initiatives – Your Company has constantly upgraded its standards and scope of activities to have the widest coverage in the industry – from ISO 9001:1994 to ISO 9001:2008. Your Company is one of the fi rst to be upgraded to 2008 criteria and to have the largest scope in the Industry.

The following projects have been launched by the Company in 2009-10:

- Brigade Sparkle at Mysore is a residential project of 2,37,400 sq. ft. which would contain 32 apartments .

- Brigade Sonata is a joint development residential project of 16 apartments aggregating to 41,470 sq. ft.

- Brigade Crescent is a residential project of 10 apartments aggregating to 42,460 sq.ft.

- Brigade Rubix is a commercial project in Bangalore aggregating to 2,20,000 sq. ft.

- Brigade Vantage is a commercial project in Mysore aggregating to 1,30,000 sq. ft.

- Brigade Solitaire (Retail) is a retail project in Bangalore of 22,000 sq. ft.

The Bhoomi Puja for the following projects were done in the current fi nancial year. These projects will be launched in the next fi nancial year.

- Mall at Banaswadi, Bangalore,which would aggregate to more than 3,00,000 sq. ft.

- 120 acres mixed - use landmark project “Orchards” at Devagiri Farms which is a 50:50 joint venture project with Classic Valmark Private Limited.

- An integrated value homes (affordable housing) project of around 60 acres at Kaggalipura Village, Kanakapura known as “Brigade Meadows”.

A total of around 8 million square feet of built up area is being launched by the Company. Your Company is very optimistic about the future. It has weathered successfully through testing times and is gearing ahead with its major launches.

Utilisation of IPO Proceeds:

The funds raised in the Initial Public Offering in December 2007 have been fully utilised as 31st December, 2009. The details of the same are as follows:

(Rs. in Lakhs) Particulars Amount Actual specifi ed in Utilisation prospectus A) Funds raised * 70,376.30 70,376.30 B) Utlilisation : i) Land 4,796.90 25,508.71 ii) Construction 51,203.70 27,974.58 iii) General Corporate 10,840.10 12,972.21 purposes iv) Issue expenses 3,535.60 3,920.80 C) Unutilised amount Nil Nil invested in Mutual Funds

* Post the stabilization period on the Company exercising the Green Shoe Option.

The Shareholders of the Company in the 13th Annual General Meeting of the Company held on 27th June, 2008 have given their approval under Section 61 of the Companies Act, 1956 for varying, modifying, altering, including change in deployment of funds raised in the Initial Public Offering in December, 2007.

Subsidiaries:

Brigade Hospitality Services Limited (BHSL) is as a wholly owned subsidiary of the Company and is carrying on the business of running and managing clubs, service residences and convention centres. During the fi nancial year 2009-10 BHSL has registered income from operations amounting of Rs. 3,275 lakhs has turned the corner and Profi t after tax of Rs. 75 lakhs.

Brigade Estates and Projects Private Limited & Brigade Properties Private Limited are wholly owned Subsidiaries of the Company with main business in the fi eld of real estate development. Brigade Infrastructure & Power Private Limited is a wholly, owned subsidiary with it main object in the fi eld of Infrastructure and power. These Companies are in the process of being fully operational.

Brigade Tetrarch Private Limited (BTPL) is also a wholly- owned subsidiary of the Company with its main business in the fi eld of sports related activities. This Company owns the Bangalore Brigadiers team which participated in the KPL

T-20 tournament organized by the Karnataka State Cricket Association ( KSCA) in September, 2009. During the fi nancial year 2009-10 BTPL has registered income from operations amounting to Rs. 3.58 lakhs and incurred a loss of Rs. 17.28 lakhs.

Joint Venture:

BCV Developers Private Limited a 50:50 joint venture between the Company and Classic Valmark P. Limited for development of land of 120 acres in Devanahalli, Bangalore. Your Company has 50% representation of the Board of this Company. The master plan of the project has been fi nalised. This company would become operational in the fi nancial year 2010-11.

Consolidated Financial Statements:

The Consolidated Financial statements have been prepared by the Company pursuant to Clause 32 of the Listing Agreement entered with the Stock Exchanges. The Consolidated Financial Statement and Auditors’ Report thereon forms part of the Annual Report.

Fixed Deposits:

The Company has not accepted any fi xed deposits during the year. There are no deposits repaid during the year or any unclaimed deposits with the Company.

Management Discussion & Analysis Report:

The Management Discussion and Analysis is annexed to this report.

Directors:

Mr. P. V. Maiya and Mr. P. M. Thampi retire by rotation and being eligible, offer themselves for re-appointment.

Dr. K. Kasturirangan, Independent Director resigned from the directorship of the Company with effect from 30th July, 2009 due to his appointment as member of the National Planning Commission, Government of India. Board wishes to place on record their appreciation for the contribution made by him.

Dr. K. R. Srinivas Murthy was co-opted on the Board as Additional Director with effect from 28th October, 2009. He holds offi ce till the date of the ensuing Annual General Meeting. The Company has received a notice together with deposit, as provided under Section 257 of the Companies Act, 1956, from a shareholder proposing the appointment of Dr. K.R. Srinivas Murthy as a Director liable to retire by rotation.

None of the Directors of the Company are disqualifi ed under Section 274(1)(g) of the Companies Act, 1956.

Auditors:

M/s. Narayanan, Patil & Ramesh, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting of the Company and being eligible for re-appointment have offered themselves for re- appointment.

M/s. Narayanan, Patil & Ramesh, Chartered Accountants have confi rmed that the appointment, if made, will be in accordance with the limits prescribed under Section 224(1B) of the Companies Act, 1956.

Directors’ Responsibility Statement:

As per the provisions of Section 217(2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confi rmed that:

i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

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 the Financial Year and of the profi t and loss of the Company for that period.

iii) The Directors have taken proper and suffi cient 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.

iv) The Directors have prepared the accounts on a going concern basis.

Report on Corporate Governance:

A detailed report on Corporate Governance has been included as an attachment to this Report.

Particulars of Employees:

The details of employees drawing a remuneration aggregating Rs. 24,00,000/- (Rupees twenty four lakhs only) or more per year / Rs. 2,00,000/- (Rupees two lakhs only) or more per month, where employed for a part of the year pursuant to Section 217(2A) of the Companies Act, 1956 is contained in Annexure “A” to this report. However, having regard to the provisions of Section 219(1)(b)(iv) of

the Companies Act, 1956, The Annual Report excluding the aforesaid information is being sent to all members of the Company and others entitled thereto. Any person interested in obtaining such particulars may write to the Company at the Corporate Offi ce of the Company.

Conservation of energy, technology absorption, Foreign Exchange earnings and outgo:

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings & outgo pursuant to the provisions of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is contained in Annexure “B”.

Awards and Recognitions:

Company was selected as one among India’s Top Ten Builders in 2009 by Construction World magazine which is for the third consecutive year.

The Company has been awarded the ‘Regional Developer of the Year - South’, instituted by Realty Plus, India’s Leading Real Estate Monthly Magazine, at Realty Plus Excellence Awards 2010. This award is being received by us for the second consecutive year.

Mercure Homstead Residences – a 5 star serviced residences of the Company which is operated by the Accor group has received “Best new hotel of the year in South Asia in the serviced apartment segment-2010 ” award from HVS India.

Acknowledgements:

We would like to thank the shareholders & customers for showing their confi dence, patience and support.

The Board would like to place on record its appreciation and thanks to the Bankers, Statutory Authorities, business associates for their support, co-operation, guidance and the confi dence reposed on the Company.

A very special thanks to the brigadiers for showing their solidarity and support to the organisation at all times.

For and on behalf of the Board For Brigade Enterprises Limited M. R. Jaishankar Place: Bangalore Chairman and Managing Director Date: 5th May, 2010

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