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Directors Report of Brahmaputra Infrastructure Ltd.

Mar 31, 2023

DIRECTORS REPORT

TO THE MEMBERS,

On behalf of the Board of Directors, it is our pleasure to present the 25th Annual Report on the business and
operations of your Company together with the Audited Financial Statement of Brahmaputra Infrastructure Limited
(âthe Companyâ or âBILâ) for the financial year ended March 31,2023.

1. FINANCIAL HIGHLIGHTS

PARTICULARS	Standalone		Consolidated
PARTICULARS	31.03.2023	31.03.2022	31.03.2023	31.03.2022
Revenue from operations	178.58	160.13	178.58	160.13
Other Income, Real Estate and Rental Income	0.47	2.47	0.47	4.19
Total Income	179.04	162.60	179.05	164.32
Cost of Material Consumed	90.93	63.47	90.93	63.47
Change in Inventories	35.17	49.55	35.17	49.55
Employee Benefit Expense	3.76	3.47	3.76	3.47
Financial Costs	23.06	19.74	23.06	19.74
Depreciation	2.23	3.08	2.28	3.11
Construction & Other Expenses	12.33	14.83	12.33	14.84
Total Expenses	167.48	154.14	167.51	154.18
Profit/(Loss) before Tax	11.48	9.37	11.43	11.16
Tax Expense / (Credit)	0.61	4.05	0.61	4.05
Profit After Tax	10.87	5.32	10.69	7.11
Total Comprehensive Income for the Period	10.91	5.28	10.73	7.07
Paid Up Share Capital	29.02	29.02	29.02	29.02
Reserves & Surplus	126.47	115.57	121.08	110.34

2. PERFORMANCE

During the Period under review, total revenue from operations of the Company amounting to Rs. 178.58 Crores as
against Rs. 160.13 Crores during the previous year. There is increase in the turnover by 11.52 % as compared to
previous year. Profit after tax is Rs.10.87 Crores during the financial year 2022-23 as against the last year''s Profit
after tax of Rs.5.32 Crores. Your Director are putting in their best efforts to improve the performance of the
company.

3. BUSINESS PROSPECTS

BIL has identified roads & highways, tunnels, airports, hydropower, 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 ventures 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.

4. DIVIDEND

In Order to conserve the resources of the Company for good future prospects and growth, the Board of Directors
of the Company has not recommended any dividend to the shareholders for the financial year ended 31st March
2023.

5. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the Period under review there is no amount due to transfer in the Investor Protection Fund account.

6. FUTURE OUTLOOK

India''s recovery from the pandemic has been relatively swift. Robust domestic demand and a pick-up in capital
investment are expected to support growth in FY23-24. Aided by robust financials, the beginnings of a new private
sector capital formation cycle are visible and, more importantly, to compensate for the private sector''s prudence in
capital expenditure, the government significantly increased capital expenditure. The IMF forecasts India''s GDP
growth for FY24 to be 5.9%, which is roughly in accordance with the projections of other multilateral agencies and
economists. It is anticipated that retail inflation will decline from 6.7% in FY23 to 4.9% in FY24, and the current
account deficit will decline from 2.6% of GDP in FY23 to 2.2% of GDP in FY24.

7. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Section 73 to 76 of the
Companies Act, 2013 and the rule made there under, during the period under review.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr.Sanjeev Kumar Prithani (DIN -00003647) Joint Managing Directors of the Company is liable to retire by
rotation at the ensuing Annual General Meeting pursuant to the provisions of the Companies Act, 2013 read with
the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the
Company, and being eligible has offered himself for re-appointment. Your Directors recommend his reÂ¬
appointment.

As on March 31, 2023 Mr. Sanjeev Kumar Prithani, Mr. Sanjay Kumar Mozika, Joint Managing Directors, Mr.
Raktim Acharjee, Whole Time Director & Chief Financial Officer, Mr. Manoj Kumar Prithani, Chief Executive
Officer and Mr. Vivek Malhotra, Company Secretary are the Key Managerial Personnel of the Company in
accordance with the provisions of sections 2(51) and 203 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Also, during the year, the non-executive directors of the Company had no pecuniary relationship or transactions
with the Company, other than sitting fees, and reimbursement of expenses incurred by them for the purpose of
attending meetings of the Company.

9. SHARE CAPITAL

During the year under review, the Company has not issued or allotted any equity shares with or without differential
voting rights. The Paid - up Equity Share Capital of the Company as at March 31,2023 stood at 29,01,84,000/-

10. CONSOLIDATED FINANCIAL STATEMENTS AND RESULTS

Your company has prepared Consolidated Financial Statements in accordance with the applicable Indian
Accounting Standards. The Consolidated Financial Statements reflect the results of the company and that of its
Subsidiaries and Joint Ventures. As per Listing Agreement with stock exchanges, the Audited Consolidated
Financial Statements together with the Auditor''s Report thereon are annexed and form part of this Annual Report.

As required under the provisions of section 129 (3) of the Companies Act, 2013 the statement containing the
salient features of the financial statements of the company''s subsidiaries, associate companies and joint
ventures are prepared in form AOC -1, which is annexed as Annexure A and forms part of this report.

11. TRANSACTIONS WITH RELATED PARTIES

During the financial year 2022-23, the Company has entered into transactions with related parties as defined
under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details)
Rules, 2014, which were in the ordinary course of business and on arm''s length basis and in accordance with the
provisions of the Companies Act, 2013, rules issued there under and in compliance of the Related Party Policy of
the Company and in accordance with Regulation 23 of the SEBI Listing Regulations.

During the financial year 2022-23, the Company did not enter into materially significant transactions with
Promoters, Key Managerial Personnel or other related parties. Accordingly, the disclosure of Related Party
Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.
The details of the related party transactions as required under IND AS- 24 are set out in Notes to the standalone
financial statements forming part of this Annual Report. The policy on Related Party Transactions as approved by
the Board may be accessed on the Company''s website.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company continues to believe in operating and growing its business in a socially responsible way. This belief
forms the core of the CSR policy of the Company that drives it to focus on holistic development of its host
community and immediate social and environmental surroundings qualitatively. Hence in accordance with the
requirements of Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social
Responsibility Committee (âCSR Committeeâ). The composition and terms of reference of the CSR Committee
are provided in Corporate Governance Report.

13. CORPORATE GOVERNANCE

The Company continues to place greater emphasis on managing its affairs with diligence, transparency,
responsibility and accountability and is committed to adopting and adhering to best Corporate Governance
practices. The Board considers itself as a trustee of its shareholders and acknowledges its responsibilities
towards them for creation and safeguarding their wealth. The Company has set itself the objective of expanding
its capacities. As a part of its growth strategy, it is committed to high levels of ethics and integrity in all its business
dealings that avoid conflicts of interest. In order to conduct business with these principles, the Company has
created a corporate structure based on business needs and maintains a high degree of transparency through
regular disclosures with a focus on adequate control systems.

As per the requirement of Regulation 27 (2), of LODR, 2015 of the Listing Agreement a separate Report on
Corporate Governance along with the Auditor''s Certificate regarding compliance of conditions of Corporate
Governance are part of Corporate Governance report.

14. SUBSIDIARIES

At present, your Company has two subsidiaries, namely:

(i) Brahamputra Concrete (Bengal) Private Limited

(ii) Brahmaputra Concrete Private Limited

15. JOINT VENTURES

At present, your company has no associate Company as per Section 129 of the Company act, 2013. But the
Company has three Joint Ventures on which Consolidation of Accounts as per Section 129 of Companies Act,
2013 is applicable:

(i) DRA - BLA- BCL (JV)

(ii) BIL BLA GSCO (JV)

(iii) GPL BCL (JV)

16. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:

The Company has designed and implemented a process driven framework for Internal Financial Controls (âIFCâ)
within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013 read with Rule 8(5)(viii) of
the Companies(Accounts) Rules, 2014, the Board is of the opinion that the Company has sound Internal Financial
Control commensurate with the nature and size of its business operations and operating effectively and no
material weakness exists. The Company has a process in place to continuously monitor the same and identify
gaps, if any, and implement new and/ or improved controls wherever the effect of such gaps would have a material
effect on the Company''s operations. The Board of Directors of the Company have adopted various policies like
Related Party Transactions Policy, Vigil Mechanism Policy, Policy to determine Material Subsidiaries and such
other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the
timely preparation of reliable financial information.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal
control system and suggests improvements to strengthen the same. The Company has robust management
information system, which is an integral part of the control mechanism.

The Company has identified and documented all key internal financial controls, which impact the financial
statements. The financial controls are tested for operating effectiveness through on-going monitoring and review
process of the management and independently by the Internal Auditors. In our view the Internal Financial
Controls, affecting the financial statements are adequate and are operating effectively.

17. DECALARATION BY INDEPENDENT DIRECTORâS UNDER SUB SECTION (6) OF SECTION 149(a) INDEPENDENT DIRECTOR

Company having three Independent Directors which are in accordance with the requirement of Listing Regulation
as well as under Companies act, 2013.

The Company has received necessary declaration from all the three independent Directors to the effect that they
meet the criteria of Independence as provided under Section 149 (6) of the Companies act, 2013 and Regulation
16 (b) of SEBI LODR Regulations, 2015. In the opinion of the board, they fulfill the conditions specified in the Act
and the Rules made there under for the appointment as Independent Directors and are Independent of the
Management.

(b) WOMEN DIRECTOR

In terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to the Amendments in Listing
Regulations based on the recommendations of the Kotak Committee. Company has complied with the
requirement of having at least one-Woman Independent Director on the Board of the Company Mrs. Anju Kumari,
Independent Director is the Women Director of the Company.

18. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR

As trustees of shareholders, Independent Directors play a pivotal role in upholding Corporate Governance norms
and ensuring fairness in decision making. Being experts in various fields, they also bring Independent Judgment
on matters of strategy, risk management, controls and business performance.

At the time of appointing a new Independent Director, a formal letter of appointment is given to the Director inter
alia; explaining the role, duties and responsibilities of the Director. The Director is also explained in detail the
Compliances required from him / her under the Act, SEBI Regulations and other relevant regulations.

By way of an introduction to the Company, presentations are also made to the newly appointed Independent
Director on relevant information like overview of the Company''s businesses, market and business environment,
growth and performance, organizational set up of the Company, governance and internal control processes.

On-going familiarization program aims to provide insights into the Company and the business environment to
enable all the Independent Directors to be updated of newer challenges, risks and opportunities relevant in the
Company''s context and to lend perspective to the strategic direction of the Company.

The details of the familiarization programme are also available on the website of your Company
www.brahmaputragroup.com

19. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A
DIRECTOR

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the Listing Regulations, the NRC has
formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key
features of which are as follows:

Qualifications- The Board nomination process encourages diversity of thought, experience, knowledge, age
and gender. It also ensures that the Board has an Appropriate blend of functional and industry expertise.

Positive Attributes- Apart from the duties of Directors as prescribed in the Act the Directors are expected to
demonstrate high standards of ethical behavior, communication skills and independent judgment. The Directors
are also expected to abide by the respective Code of Conduct as applicable to them.

Independence- A Director will be considered independent if he / she meets the criteria laid down in Section
149(6) of the Act, the Rules framed thereunder and Regulation 16(1) (b) of the Listing Regulations.

20. AUDITORS & AUDITORS REPORTS

(a) Statutory Auditors

M/s Goyal Nagpal & Co Chartered Accountants (Registration No. 018289C) were appointed as a Statutory
Auditors of the Company in the Annual General Meeting - 2020 of the Company for a tenure of 5 years.

(b) Secretarial Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, Practicing Company secretary Sachin Kumar Shrivastava
has conducted secretarial Audit of the company for the financial year 2022-23. The secretarial Audit Report for the
financial year 2022-23 is enclosed in ââAnnexure - B.ââ Secretarial Audit Report is self-explanatory and does
not call for any further comments.

The Company has undertaken an audit with all applicable compliances, as per SEBI''s Regulations and Circulars,
Guidelines issued there under, for the financial year ended March 31,2023. The Annual Secretarial Compliance
Report issued by Sachin Kumar Shrivastava, Practicing Company Secretary, has been submitted to the Stock
Exchanges, within sixty (60) days of the end of the financial year.

(d) Cost Auditors

Pursuant to order from the Ministry of Corporate Affairs, M/s Gurvinder Chopra & Co, Cost accountants have
been appointed as Cost Auditors for the Year 2023-24. They are required to submit the report to the Board of
Directors within 180 days or as per the extended time Period whichever is later from the end of the accounting
year.

(e) Internal Auditors

M/s Pankaj Chauhan & Associates Chartered Accountant (Firm Registration No. 030717N) were appointed as an
Internal Auditor of the Company u/s 138 of the Companies act, 2013 for the F.Y. 2022-23.

21. REMUNERATION POLICY & EVALAUTION CRITERIA

As per the listing Agreement LODR, 2015 and Section 134 (3), of the Companies Act, 2013 on Director''s
appointment and remuneration including criteria for determining qualifications, positive attributes, Independence
of a director and other matters provided under Sub section (3) of section 178 of Companies Act, 2013 is given in
Nomination & Remuneration Policy report in ââAnnexure - C.''''

22. VIGIL MECHANISM

As per of the listing agreement LODR, 2015 and section 177 (9), of the Companies Act, 2013, the company has
established a vigil mechanism for its directors and employees to report their genuine concerns/ grievances. The
Mechanism also provides for adequate safeguards against victimization of persons who use such mechanism
and makes provisions for direct access to the Committee chairman.

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the
Board of Directors has formulated a Whistle Blower Policy in compliance with the provisions of Section 177 (9) &
(10) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations. The policy has been annexed
to this report as âAnnexure Dâ. The policy provides for a framework and process where by concerns can be raised
by its Employees/Directors or any other person against any kind of discrimination, harassment, victimization or
any other unfair practice being adopted against them through an e-mail, or a letter for this purpose to the Vigilance
Officer / Chairman of the Audit Commitee. The said policy is uploaded on the website of your Company
www.brahmaputragroup.com.

23. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF
DIRECTORS:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and
individual Directors pursuant to the provisions of the Act and the Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the
Board composition and structure, effectiveness of Board processes, information and functioning, etc. The
performance of the Committees was evaluated by the Board after seeking inputs from the committee members on
the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above
criteria are as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board
of India.

The Chairman of the Board had one-on-one meetings with the Independent Directors and the Chairman of NRC
had one on- one meetings with the Executive and Non-Executive, Non- Independent Directors. These meetings
were intended to obtain Directors'' inputs on effectiveness of the Board/ Committee processes.

The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as the
contribution of the individual director to the board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of Independent directors, performance of non-independent directors and the board as a
whole was evaluated. The Independent Directors in the said meeting also evaluated the quality, quantity and
timeliness of flow of information between the company management and the Board that is necessary for the
Board to effectively and reasonably perform their duties. Additionally, the Chairman of the Board was also
evaluated on key aspects of his role, taking into account the views of executive directors and non-executive
directors in the aforesaid meeting. The above evaluations were then discussed in the board meeting that followed
the meeting of the Independent directors and NRC, at which the performance of the board, its committees and
individual directors was also discussed. Performance evaluation of Independent directors was done by the entire
board, excluding the independent director being evaluated. Framework for Performance Evaluation of
Independent Directors and the Board enclosed in ââAnnexure - E.''''

24. CODE OF CONDUCT

Your Company is committed to conducting its business in accordance with the applicable laws, rules and
regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has
implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees
of the Company. The Code of Conduct is dealing with ethical issues and also foster a culture of accountability and
integrity.

25. CONFLICT OF INTERESTS

Each Director informs the Company on an annual basis about the Board and the Committee positions he
occupies in other companies including Chairmanships and notifies changes during the year. The Members of the
Board while discharging their duties, avoid conflict of interest in the decision-making process. The Members of
Board restrict themselves from any discussions and voting in transactions in which they have concern or interest.

26. HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Company''s Health and Safety Policy commits to comply with applicable legal and other requirements connected
with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all
employees of the Company.

27. HUMAN RESOURCE DEVELOPMENT

A major part of the Company strategy is satiated towards our employees whose relentless support and devotion
took our Company to great heights. With construction that binds the nation, our employees have been our core
strength to deepen the roots. Therefore, as recognition of their perseverance and endeavour, BIL bears the
responsibility of their welfare providing them with many social amenities including Medical Expense, Provident
Fund, Gratuity, and Leave Travel Allowance. A dedicated and competitive talent is braced in the mould of the
vision and mission of the Company. The potential of each employee is advanced and skills are honed due to the
provision of right opportunities to grow. This includes regular in-house and external training along for knowledge
and skill development. A value-driven work environment with satisfaction and appreciation as well as
professionalism has led us build an excellent team. This year saw a lot of reforms and changes in the approach
and execution of different activities relating to welfare and maintenance of our workforce with added focus on all
employees.

28. SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India
on Board and General Meetings.

29. INDUSTRIAL RELATIONS

Our business is dependent on highway construction projects undertaken by large Indian and on infrastructure
projects undertaken by government authorities. We therefore must develop and maintain strategic alliances with
other construction developers that undertake contracts for such infrastructure development projects and we
intend to continue to explore entering into Joint ventures, consortium or sub-contract relationships for specific
projects with certain of these EPC contractors. In addition, we develop and maintain relationships and preÂ¬
qualified status with certain major clients and obtaining a share of contracts from such clients.

30. INVESTOR GRIEVANCE REDRESSAL

As per regulation 13 of SEBI (Listing Obligation & disclosure Requirements), Regulations 2015 the number of
complaints received and resolved to the satisfaction of investors during the year under review. There was no
pending complaint or share transfer cases as on 31st March, 2023, as per the certificate given by RTA.

31. DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the Corporate Governance Report along with Auditors'' Certificate there on, and
the Management Discussion Analysis are attached, which forms part of this report.

The Company has devised proper systems to ensure Compliance with the Provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and
operating effectively.

(a) Audit Committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which
forms part of this report concerns can be raised by its Employees/Directors or any other person against any kind
of discrimination, harassment, victimization or any other unfair practice being adopted against them through an eÂ¬
mail, or a letter for this purpose to the Vigilance Officer / Chairman of the Audit Committee.

(b) Number of Board Meetings of The Board

Six Meetings of the Board were held during the year. For details of the meeting of the Board, please refer to the
Corporate Governance Report, which forms part of this report.

The particulars of loans, guarantees and investments have been disclosed in the financial statements. During the
period under review Company fully Comply with the Provisions of Section 185 and 186 of the Companies Act,
2013.

(d) Disclosure of Particular with Respect to 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 were 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

Receivable in Foreign Currency : NIL

(e) Particular of Employees.

The ratio of the remuneration of each director to the median employee''s remuneration and other details in terms
of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of this Board''s report as âAnnexure - Fâ.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act,
2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 forms part of this Board''s report. However, as per Section 136(1) of the Act and second
proviso of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Report and Financial Statements are being sent to the Members of the Company excluding the said
statement. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary
at the Registered Office of the Company.

(f) Cost Records

In terms of Rule 8(5) of Companies (Accounts) Rules, 2014, the Company is required to maintain cost records as
specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 read with
rule 3 of Companies (cost records and audit) Rules, 2014 and accordingly such accounts and records are made
and maintained by the Company.

(g) Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace.

The Company has framed the policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women
at Workplace and matter connected therewith or incidental thereto covering all the aspects as contained under
âThe Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act [âthe Act'']. The
Company has constituted Internal Complaints Committee under the Act. During the period under review, no
compliant was received.

(h) Annual Return

Pursuant to the provisions of Section 134(3) (a) of the Act, the draft annual return as on 31st March, 2023
prepared in accordance with the provisions of Section 92(3) of the Act is made available on the website of your
Company and can be assessed using the link www.brahmaputragroup.com.

32. DIVIDEND DISTRIBUTION POLICY

The policy determining the distribution parameters of dividend to its shareholders, The Policy is enclosed as an
âAnnexure-Gâ to the Board''s Report and is also available on the Company''s website at
www.brahmaputragroup.com

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Operational performance of each business segment has been comprehensively covered in the Management
Discussion and Analysis Report and annexed as Annexure - H forms part of this Report.

34. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and
confirm that:

a) In the preparation of annual accounts for the financial year ended 31st March 2023, the applicable Indian
accounting standards have been followed and there are no material departures.

b) They 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, 2023 and of the Profit & Loss account of the Company for that
period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the Provision of the Act, for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; and

d) they have Prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and such internal financial
controls are adequate and were operating efficiently.

f) they have devised proper systems to ensure compliance with the provision of all applicable laws and that
such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, the work performed by the internal, statutory and secretarial auditors and external consultants,
including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews
performed by management and the relevant board committees, including the audit committee, the Board is of the
opinion that the Company''s internal financial controls were adequate and effective during FY2022-23.

35. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review:

a) Change in the nature of business;

b) Voluntary revision of Financial Statements or Board''s Report;

c) Material change affecting the financial position of the Company;

d) Issue of equity shares with differential rights as to dividend, voting or otherwise;

e) No director is in receipt of commission from the Company and Neither the Managing Director nor the WholeÂ¬
time Directors of the Company received any remuneration or commission from any of its subsidiaries
Companies;

f) There was no instance of reporting of fraud to the Audit Committee and of Directors;

g) There was no instance of any Employee Stock Options, Equity Share with differential voting rights as to
dividend, voting or otherwise.

h) The Board of Directors state that no disclosure or reporting is required in respect of the following items as
there were no transactions on these items during the year under review:

(i) As per rule 4(4) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not
issued equity shares with differential rights as to dividend, voting or otherwise.

(ii) As per rule 8(13) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not
issued shares (including sweat equity shares) to employees of the Company under any scheme.

(iii) As per rule 12(9) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not
issued equity shares under the scheme of employee stock option.

36. PROCEEDING OR SETTLEMENT UNDER INSOLVENCY AND BANKRUPTCY CODE

During the year under review, no proceedings have been initiated against the Company under the Insolvency and
Bankruptcy Code, 2016, and no proceedings under the Insolvency and Bankruptcy Code, 2016, were pending at
the end of the year.

37. ONE TIME SETTLEMENT

The Company has not made any one-time settlement, as prescribed under Section 134 of the Act read with Rule
8(5) of the Companies (Accounts) Rules, 2014.

38. SIGNIFICANT ORDERS ISSUED, IF ANY

There are no significant and material orders passed against the Company by the regulators or courts or tribunals,
during the year ended March 31, 2023, which would impact the going concern status of the Company and its
future operations.

ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders,
banks and financial institutions, clients, vendors, Intermediaries associated with the Company, for their coÂ¬
operation and continued support for the growth of the Company. The Directors also wish to acknowledge the
assistance received from various regulatory bodies, NHAI, DDA,NBCC Ministry of Corporate Affairs, BSE
Limited, Securities and Exchange Board of India and other Central and State Government agencies and thank
them for the same and look forward to their continued support.

The Directors appreciate and value the contribution made by every member of the BIL family.

Place: New Delhi By order of the Board of Directors

Date: 08.12.2023 For Brahmaputra Infrastructure Limited

Sanjay Kumar Mozika

Chairman & Joint Managing Director
Din:00004508

Mar 31, 2018

Dear Members,

The Directors have the pleasure in presenting the 20th Annual Report together with the Audited Accounts of the Company for the financial year ended on 31^st March, 2018.

FINANCIAL HIGHLIGHTS

The financial highlights of the Company''s operation for the year ended 31^st March 2018 are as under:

Rs./ in Lacs

PARTICULARS	Standalone		Consolidated
PARTICULARS	31.03.2018	31.03.2017	31.03.2018	31.03.2017
Revenue from operations	24,627.15	21,286.94	24,698.94	21,423.86
Other Income	203.34	234.47	203.82	276.89
Total Income	24,830.49	21,521.40	24,902.76	21,700.75
Cost of Material Consumed	2,834.31	4,432.93	2,947.87	4,466.47
Change in Inventories	(627.89)	(244.55)	(731.41)	(179.69)
Employee Benefit Expense	565.03	772.37	576.77	784.51
Financial Costs	3,387.11	3,628.82	3,427.70	3,635.18
Depreciation	874.11	1223.17	899.94	1259.71
Other Expenses	18,191.58	11,974.24	18,240.92	12,018.76
Total Expenses	25,224.24	21,786.97	25,361.78	21,984.94
Profit/(Loss) before Tax	149.01	159.45	89.71	140.83
Tax Expense / (Credit)	(15.26)	36.23	(15.26)	36.23
Profit After Tax	164.28	123.22	104.99	104.60
Paid Up Share Capital	2,901.84	2,901.84	2,901.84	2,901.84
Reserves & Surplus	13,570.73	13,372.88	13,129.05	13,000.39

1. PERFORMANCE

During the Period under review, the total income of the Company amounting to Rs.24,830.49 lakhs as against Rs.21,521.40 lakhs during the previous year. There is increase in the turnover 15.69 % as compared to Previous year. Profit after tax is Rs.164.28 Lacs during the financial year 2017-18 as against the last year Profit after tax Rs.123.22 lacs. Your Director are putting in their best efforts to improve the performance of the company.

2. BUSINESS PROSPECTS

BIL has identified roads & highways, tunnels, airports, hydropower, 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.

3. DIVIDEND

Keeping in view the current financial position of the company, economic scenario, in financial year 2017-18 and the future fund requirements of the Company, your directors do not recommended any dividend for the financial year ended 31^st March 2018.

4. DIRECTORSAND KEY MANAGERIALPERSONNAL:

Sh. Rajesh Singh, resigned from the Post of Whole Time Director of the Company with effect from 10-04-2017 during the period under review.

5. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Section 73 to 76 of the Companies Act, 2013 and the rule made there under, during the period under review.

6. NUMBER OF BOARD MEETINGS OFTHE BOARD

Five Board meetings of the Board were held during the year. For details of the meeting of the Board, Please refer to the Corporate Governance Report, which forms part of this report.

7. BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act, SEBI Listing Regulations and the Guidance note on Board Evaluation issued by the Securities and Exchange Board of India on January 5,2017.

The performance of the Board was evaluated by the Board after seeking in puts from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee (âNRCâ) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

8. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

9. AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

10. CONSOLIDATED FINANCIAL STATEMENTS AND RESULTS

Your company has prepared Consolidated Financial Statements in accordance with the applicable Indian Accounting Standards. The Consolidated Financial Statements reflect the results of the company and that of its Subsidiaries and Joint Ventures. As per Listing Agreement with stock exchanges, the Audited Consolidated Financial Statements together with the Auditor''s Report thereon are annexed and form part of this Annual Report.

As required under the provisions of section 129 (3) of the Companies Act, 2013 the statement containing the salient features of the financial statements of the company''s subsidiaries, associate companies and joint ventures are prepared in form AOC -1, which is annexed as Annexure A herewith forms a part of this report.

11. TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure B in Form AOC-2 and the same forms part of this report.

12. EXTRACT OF ANN UAL RETU RN

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure C in the prescribed Form MGT-9, which forms part of this report.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Operational performance of each business segment has been comprehensively covered in the Management Discussion and Analysis Report as Annexure D herewith and forms part of this Report.

14. CORPORATE GOVERNANCE

As per the requirement of Regulation 27 (2), of LODR , 2015 of the Listing Agreement a separate Report on Corporate Governance along with the Auditorâs Certificate regarding compliance of conditions of Corporate Governance is given in Annexure-E which forms part of this Report.

15. AUDITORS

Pursuant to the Section 139,142 and applicable provision of the Companies Act, 2013, the Companies (Audit and Auditors) Rules, 2014 and other applicable statutory provisions, M/s. Naveen Atmaram Garg & Co, Chartered Accountants (Registration No. 324383E were appointed as Statutory auditors from the Conclusion of the 19th AGM held on 30th November 2017, till the conclusion of the 24th AGM of the Company in 2022, subject to ratifications of their appointment at every AGM. Accordingly, necessary resolution for ratifications of appointment of auditors is included in the notice of this AGM.

16. AUDITORS REPORT

The Auditors Report to the members on the accounts of the company for the financial year March 31,2018 does not contain any qualification. The Auditors report and notes to the financial statement are self explanatory and do not call for any further comments.

The auditors'' report does not contain any qualifications, reservations or adverse remarks.

17. SECRETARIALAUDITREPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, Practicing Company Secretary M/s. NKS & COMPANY has conducted secretarial Audit of the company for the financial year 2017-18. The secretarial Audit Report for the financial year 2017-18 is annexed hereto and forms a part of this report. Secretarial Audit Report is self explanatory and does not call for any further comments.

18. COST AUDITORS

Pursuant to order from the Ministry of Corporate Affairs, Sh. Amit Singhal & Associates, Cost accountants have been appointed as cost Auditors for the Year 2017-18. They are required to submit the report to the central Government with in 180 days from the end of the accounting year.

19. REMUNERATION POLICY & EVALAUTION CRITERIA

As per the listing Agreement LODR, 2015 and Section 134 (3), of the Companies Act, 2013 a policy on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, Independence of a director and other matters provided under Sub section (3) of section 178, of the Companies Act, 2013 is given in Nomination & Remuneration Policy Report.

20. VIGIL MECHANISM

As per of the listing agreement LODR, 2015 and section 177 (9), ofthe Companies Act, 2013, the company has established a vigil mechanism for its directors and employees to report their genuine concerns / grievances. The Mechanism also provides for adequate safeguards against victimization of persons who use such mechanism and makes provisions for direct access to the Committee chairman.

21. SUBSIDIARIES

At present, your Company has two subsidiaries, namely:

(i) Brahamputra Concrete (Bengal) Private Limited

(ii) Brahmaputra Concrete Private Limited

22. ASSOCIATE COMPANIES AND JOINT VENTURES

At present, your company has no associate Company as per Section 129 of the Company act, 2013. But Company has three Joint Ventures on which Consolidation part as per Section 129 of Companies Act, 2013 applicable:

(i) DRA BLA-BCL(JV) (ii) BILBLAGSCO(JV) (iii) GPLBCL(JV)

23. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements. During the Period under review Company comply with all the Provisions of Section 185 & 186 of the Companies Act, 2013.

24. PARTICULAR OF EMPLOYEES

Pursuant to Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; None of the directors were paid any Managerial Remuneration by the Company during the period under review.

A. The percentage increase in remuneration of each director, chief executive officer, chief financial officer,

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary	% increase / decrease in remuneration in the financial year
No change	Not Increase any remuneration during the year

B. The percentage decrease in the median remuneration of employees in the financial year: 8.71 %

C. The average permanent employees on the rolls of Company: 149

D. The explanation on the relationship between average increase in remuneration and Company Performance:

On an average, employees received an annual increase of 8% on their remuneration. The individual increments varied from 5% to 12%, based on individual performance.

E. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of the Company.

F. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

(In lacs)

Aggregate remuneration of key managerial personnel (KMP) in FY18 (âLacs)	49.55
Revenue (â Lacs)	24,627.15
Remuneration of KMPs (as % of revenue)	0.20%
Profit before Tax (PBT) (â Lacs)	149.01
Remuneration of KMP (as % of PBT)	33.25 %

G. Variations in the market capitalisation of the Company, as at the closing date of the current financial year and previous financial year:

Particulars	March 31,2018	March 31,2017	% Change
Market Capitalisation (â crores)	85.02	70.94	19.84

H. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

(In lacs)

Paticulars	Mr. Manoj Kumar Prithani (Chief Executive Officer)	Mr. Pankaj Goyal (Vice President Finance & Accounts)	Mr. Vivek Malhotra (Company Secretary & Compliance Officer)
Remuneration in FY 17-18 (Lacs)	28.15	14.40	7.00
Revenue	24,627.15
Remuneration as % of revenue	0.11%	0.058%	0.028%
Profit Before Tax (Lacs)	149.01
Remuneration as % of PBT	18.89%	9.66%	4.69%

I. The key parameters for any variable component of remuneration availed by the directors: N.A

J. Affirmation that the remuneration is as per the remuneration policy of the Company

Following are the 10 Highest paid employees of the Company during the Period under review who are not the part of the Board of Directors and do not fall in the definition of KM Pas per Companies act, 2013.

Sr.No.	Name of Employee	Annual Salary in Rs.	Designation as on 31^st March 2018
1	Mr. J K Sachdeva	25,11,408	V.P-Purchase
2	Mr. Anil Tanti	18,00,000	Asst.General Manager
3	Mr. Nirakar Pradhan	12,90,000	Asst.General Manager
4	Mr. Rajesh Gupta	10,50,006	General Manager (HR, Legal & Admin)
5	Mr. Dharani Dhar Deka	11,40,000	Project Manager
6	Mr. Ravish Kumar	10,48,416	G.M-Projects
7	Mr. Shonjab Ahmed Ali	972,000	Project Manager
8	Mr. Imteyaz Ahmed	954,839	Sr. Manager - MEP
9	Mr. Shiv Kumar	904,680	Manager- Billing
10	Mr. Jai Bhagwan Khurana	843,696	Asst. Manager-Secretarial

The Company affirms remuneration is as per the remuneration policy of the Company

K. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. in terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

25. TRANSFERTO INVESTOR EDUCATION AND PROTECTION FUND(IEPF)

There is no transfer of any fund to Investor Education and Protection fund (I EPF) during the period under review.

26. DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the Corporate Governance Report along with Auditors'' Certificate thereon, and the Management Discussion Analysis are attached, which forms part of this report.

The Company has devised proper systems to ensure Compliance with the Provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

27. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

i) In the preparation of annual accounts for the financial year ended 31st March 2018, the applicable accounting standards have been followed and there are no material departures.

ii) They 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, 2018 and of the Profit & Loss account of the Company for that period;

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the Provision of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) They have Prepared the annual accounts on a going concern basis;

v) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating efficiently.

vi) They have devised proper systems to ensure compliance with the provision of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY18.

28. DISCLOSURE OF PARTICULAR WITH RESPECT TO 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 : 68.72 Lacs

Value of Import on ClF basis : 68.72 Lacs

ACKNOWLEDGMENT

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.

Place: New Delhi By order of the Board of Directors

Date: 01.09.2018 For Brahmaputra Infrastructure Limited

Sanjeev Kumar Prithani

Chairman

Mar 31, 2016

Dear Members,

The Directors have the pleasure in presenting the 18th Annual Report together with the Audited Accounts of the Company for the financial year ended on 31st March, 2016.

FINANCIAL HIGHLIGHTS

The financial highlights of the Company''s operation for the year ended 31 st March 2016 are as under:

PARTICULARS	Standalone		Consolidated
PARTICULARS	31 March 2016	31 March 2015	31 March 2016	31 March 2015
Revenue from operations	22289.31	27622.14	22,392.89	27739.89
Other Income	81.41	166.20	163.02	246.27
Total Income	22370.72	27788.35	22,555.91	27986.16
Financial Costs	4063.05	4452.79	4082.39	4482.64
Depreciation	1400.32	1655.49	1455.92	1715.41
Profit/(Loss) before Tax	37.29	(3162.25)	6.98	(3198.06)
Tax Expense / (Credit)	(16.61)	(664.60)	(32.95)	(658.58)
Profit After Tax	53.73	(2497.65)	39.77	(2539.47)
Paid Up Share Capital	4289.84	4289.84	4289.84	4289.84
Reserves & Surplus	9684.30	9736.22	9314.60	9380.48

1. PERFORMANCE

During the year under review, the total income of the Company amounted to Rs. 22,289.31 lakhs as against Rs. 27,622.14 lakhs during the previous year. The turnover has declined by 19.30 % as compared to last year. But the company has Generated a profit of Rs.53.73 Lacs during the financial year 2015-16 as against last year''s loss of 2497.65 lacs. Your Directors are putting in their best efforts to improve the performance of the company.

2. BUSINESS PROSPECTS

BIL has identified roads & highways, tunnels, airports, hydropower, 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.

3. DIVIDEND

Keeping in view the current financial position of the company, economic scenario, in financial year 2015-16 and the future fund requirements of the Company, your directors do not recommended any dividend for the financial year ended 31 st March 2016.

4. DIRECTORS AND KEY MANAGERIAL PERSONNAL

Sh. N.N. Batabyal, has been appointed as an Additional Director (independent Category Director) of the company with effect from 01-10-2015 and holds term up to the ensuing AGM of the company.

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 liable to retire by rotation. Accordingly, Sh. N.N. Batabyal meets the criteria of independence and your Board recommends his appointment as Non- Executive Independent Director for a period of five years with effect from October 01,2015, 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. N.N. Batabyal as a candidate for the office of Independent Director at the ensuing Annual General Meeting.

Sh. Sanjay Kumar Mozika, (DIN 00004508), has been Re-appointed as Joint Managing Director of the company for a term of five years w.e.f from 13-02-2016 without any Remuneration subject to approval of Members at the ensuing AGM of the Company.

Sh. Rajesh Singh, (DIN 06673945), Whole Time Director of the company, who retires by rotation and being eligible, offer himself for re-appointment.

5. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Section 73 to 76 of the Companies Act, 2013 and the rules made there under, during the year.

6. NUMBER OF BOARD MEETINGS OF THE BOARD

Six meetings of the Board were held during the year. For details of the meeting of the Board, please refer to the Corporate Governance Report, which forms part of this report.

7. BOARD EVALUATION

The board of directors have carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (âSEBIâ) under Clause 49 of the Listing Agreements (ââRegulation 27 (2)â).

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

A separate meeting of Independent Directors was held in which the performance of non-independent directors, performance of the board as a whole and performance of the Chairman were evaluated, taking into account the views of executive directors as well as non-executive directors. The same was also discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was discussed.

8. INTERNAL FINANCIAL CONTROL ANFD THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion

& Analysis, which forms part of this report.

9. AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

10. CONSOLIDATED FINANCIAL STATEMENTS AND RESULTS

Your company has prepared consolidated financial statements in accordance with the applicable Accounting Standards. The consolidated financial statements reflect the results of the company and that of its subsidiaries. As per Listing Agreement with stock exchange, the Audited consolidated financial statements together with the Auditorâs Report thereon are annexed and form part of this Annual report.

As required under the provisions of section 129 (3) of the Companies Act, 2013 the statement containing the salient features of the financial statements of the companyâs subsidiaries, associate companies and joint ventures are prepared in form AOC -1, which is annexed as Annexure A herewith forms a part of this report.

11. TRANSACTIONS WITH RELATED PARTIES

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts) Rules, 2014 are given in Annexure B in Form AOC-2 and the same forms part of this report.

12. EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure C in the prescribed Form MGT-9, which forms part of this report.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Operational performance of each business segment has been comprehensively covered in the Management Discussion and Analysis as required under Clause 49 (viii) (D) of the Listing Agreement is annexed as Annexure D herewith and forms part of this Report.

14. CORPORATE GOVERNANCE

As per the requirement of Regulation 27 (2) of the Listing Agreement a separate Report on Corporate Governance along with the Auditorâs Certificate regarding compliance of conditions of Corporate Governance is given in Annexure-E which forms part of this Report.

15. AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, A.B. Bansal & Co, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the Sixteenth Annual General Meeting (AGM) of the Company held on September 30,2014 till the conclusion of the Nineteenth AGM to be held in the year2017, subject to ratification of their appointment at every AGM.

16. AUDITORS REPORT

The Auditors Report to the members on the accounts of the company for the financial year March 31,2016 does not contain any qualification, reservations or adverse remarks. The Auditors report and notes to the financial statement are self explanatory and do not call for any further comments.

17. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, Practicing Company secretary M/S. NKS & COMPANY have conducted Secretarial Audit of the company for the financial year 2015-16. The Secretarial Audit Report for the financial year 2015-16 is annexed hereto and forms part of this report. The Secretarial Audit Report is self explanatory and does not call for any further comments.

18. COST AUDITORS

Pursuant to the order from the Ministry of Corporate Affairs, Sh. Amit Singhal & Associates, Cost accountants have been appointed as Cost Auditors for the Year 2015-16. They are required to submit the report to the central Government within 180 days from the end of the accounting year.

19. REMUNERATION POLICY&EVALAUTION CRITERIA

As required under the Listing Agreement and section 134 (3) of the Act a policy on directorâs appointment and remuneration including criteria for determining qualifications, positive attributes, Independence of a director and other matters provided under Sub section (3) of section 178 is given in Corporate Governance Report.

20. VIGIL MECHANISM

As required the listing agreement and section 177 (9), the company has established a vigil mechanism for its directors and employees to report their genuine concerns/ grievances. The Mechanism also provides for adequate safeguards against victimization of persons.

21. SUBSIDIARIES

At present, your Company has three subsidiaries, namely:

(i) Brahmaputra Property Management Services Private Limited

(ii) Brahmaputra Concrete (Bengal) Private Limited

(iii) Brahamputra Concrete Private Limited

22. ASSOCIATE COMPANIES

At present, your company has one Associate, namely:

(i) M.L.Singhi & Associates Private Limited

23. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

24. DISCLOSURE REQUIREMENT

As per the listing agreements entered into with the stock exchange, corporate governance report with auditorsâ certificate thereon and management discussion and analysis are attached, which form part of this report.

25. PARTICULAR OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

A. The ratio of the remuneration of each director to the median remuneration of the employee of the Company for the financial year: ( In Thousands)

Executive Directors	Ratio to Median Remuneration (Per Month Basis)
Sh.Sanjay Kumar Mozika	87.06:31.57
Sh.Suneet Kumar Todi*	164.06:31.57
Sh.Rajesh Singh	104.42:31.57

Note * - Sh. Suneet KumarTodi has resigned w.e.f from 29.06.2015, he had only draw Rs. 4,92,200 up to that period.

Non- Executive directors (Sitting Fees)	Ratio to median Remuneration
Sh.Satish Chander Gupta*	06.00:31.57
Sh.Viresh Shanker Mathur*	12.5:31.57
Sh.Om kumar*	13.33:31.57
Sh. N.N Batabyal	15 :31.57
Sh. Kuladhar Saharia	8.75:31.57
Smt. Khushboo Jhuria	5.83 :31.57

* Sh. Viresh Shankar Mathur Ceased to be a Director w.e.f. 30.05.2015

* Sh. Satish Chander Gupta Ceased to be a Director w.e.f 13.08.2015

* Sh. Suneet KumarTodi Ceased to be a Director w.e.f. from 29-06-2015

* Sh. Om Kumar Ceased to be a Director w.e.f. from 01-10-2015

B. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary					% increase / decrease in remuneration in the financial year
Sr. No.	Name	Designation	Remuneration as on 31.03.2015	Remuneration as on 31.03.2016		% Increase / Decrease
1	Sh. Sanjay Kumar Mozika	Joint Managing Director	12,15,000	10,44,828		14.00 % Decrease
2	Sh. Rajesh Singh	Whole Time Director	11,35,000	12,53,092		10.40% Increase
3	Sh. Suneet KumarTodi	Ex- Whole Time Director	19,41,000	4,92,000		74.66 % Decrease (Due to resignation)
4	Sh. Manoj Kumar Prithani	Chief Executive Officer	29,83,000	16,80,000		43.68 % Decrease
5	Sh. Pankaj Goyal	Vice President (Finance & Accounts)	12,60,000	14,40,000		14.28 % Increase
6	Sh. Vivek Malhotra	Company Secretary	NIL	6,09,674		Appointed on 30.05.2015 so no figures available for comparison.

C. The percentage increase in the median remuneration of employees in the financial year: 43.5 %

D. The average permanent employees on the rolls of Company: 195

E. The explanation on the relationship between average increase in remuneration and Company Performance:

On an average, employees have received an annual increase of 10% in India. The individual increments varied from 9% to 17%, based on individual performance.

Employees outside India received wage increase varying from 2% to 6%. The increase in remuneration is in line with the market trends in the respective countries. In order to ensure that remuneration reflects Company performance, the performance pay is also linked to organization performance, apart from an individual''s performance.

F. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

(In lacs)

Aggregate remuneration of key managerial personnel (KMP) in FY16 (Rs. Lacs)	65.20
Revenue (Rs. Lacs)	22289.31
Remuneration of KMPs (as % of revenue)	0.29%
Profit before Tax (PBT) (Rs. Lacs)	37.29
Remuneration of KMP (as % of PBT)	174.84%

G. Variations in the market capitalization of the Company, as at the closing date of the current financial year and previous financial year:

Particulars	March 31,2016	March 31,2015	% Change
Market Capitalization (Rs. crores)	73.70	68.48	7.62

H. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was around 10%. However during this course of the year, the total increase is approximately 15%, after accounting for promotions and other event based compensation revisions. increase/ Decrease in managerial remuneration for the year (32.66%)

I. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Particulars	Mr. Sanjay Kumar Mozika Joint Managing Director	Mr. Rajesh Singh Whole Time Director	Mr. Suneet Kumar Todi Whole Time Director	Mr. Manoj Kumar Prithani Chief Executive Officer	Mr. Pankaj Goyal V.P. - Finance & Accounts	Mr. Vivek Malhotra Company Secretary
Remuneration in FY16(Lacs)	10.45	12.53	4.92	16.80	14.40	6.10
Revenue	22289.31
Remuneration as % of revenue	0.046%	0.055%	0.022%	0.075%	0.064%	0.027%
Profit Before Tax (Lacs)	37.29
Remuneration as % of PBT	28.02 %	33.60%	13.19%	45.05%	38.61%	16.33%

J. The key parameters for any variable component of remuneration availed by the directors: N.A

K. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

Sr. No.	Name	Ratio
1.	Manoj Kumar Prithani	16.80:12.53
2.	Jayant Sachdeva	25.11:12.53
3.	Pankaj Goyal	14.40:12.53
4.	Mukesh Aggarwall	18.00:12.53
5.	Somuya Brata Roy	12.90:12.53

L. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company

M. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

26. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND(IEPF)

There is no transfer to investor Education and protection Fund during the year under review.

27. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 34 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

i) The preparation of annual accounts for the financial year ended 31 st March 2016, 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, 2016 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, 2016 have been prepared on a âgoing concernâ basis.

28. DISCLOSURE OF PARTICULAR WITH RESPECT TO 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.

Expenses in Foreign Currency : NIL Value of Import on CIF basis : NIL

ACKNOWLEDGMENT

By order of the Board of Directors

For Brahmaputra Infrastructure Limited

Place: New Delhi

Date:05.09.2016 Sanjeev Kumar Prithani

Chairman

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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