DIRECTORS' REPORT Dear Members, Your Directors have the pleasure in presenting the 17th Annual Report together with the Audited Accounts of the Company for the financial year ended on 31st March, 2015. 1. PERFORMANCE During the year under review, the total income of the Company amounting to Rs. 27,788.35 lakhs as against Rs. 25,792.93 lakhs during the previous year. There is Slight increase in the turnover 7.73% as compare to Previous year. But the company suffered a net loss of Rs.2497.65 Lacs during the financial year 2014-15 as against the last year loss 2067.74 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, Losses in financial year 2014-15 and the future fund requirements of the Company, your directors do not recommended any dividend for the financial year ended 31st March 2015. 4. MATERIAL CHANGES: (a) Share Capital (1) Authorized Share Capital of the Company was increased and re-classify during the year under review from Rs. 33,00,00,000 (Rupees Thirty Three Crores only) divided into 3,30,00,000 equity shares of Rs 10/- each to Rs. 44,00,00,000 (Rupees Fourty Four Crores only) by creation of 11,000,000 further Cumulative Redeemable Preference shares of Rs.10/- each aggregating to Rs. 110,000,000 (Eleven Crores only). Company also re-classified their Authorized share capital after Re-classification company Authorized Equity Share Capital is Rs.30,00,00,000 divided in to 3,00,00,000 equity shares of Rs 10/- each and their Authorized paid up Preference Share Capital is Rs. 14,00,00,000 divided into 1,40,00,000 Shares. Total Authorized capital of the company is Rs.44, 00, 00,000. Clause-V of the Memorandum of Association of the Company was altered by the members in their Extra-ordinary General Meeting held on 26.03.2015. (2) Company issue 0.01% Cumulative Redeemable preference shares under CDR scheme of an amount of Rs.13,88,00,000 divided into 1,38,80,000 shares at 10/- per share to their promoter group companies- 1. M/S. M.L. SINGHI & ASSOCIATES PRIVATE LIMITED 2. M/S. BRAHMAPUTRA FINLEASE PRIVATE LIMITED (B) Pledge of 100 % Shareholding of the Promoter group which is 74.05 % of Total Shareholding under CDR Scheme to consortium of bankers. (5) DIRECTORS AND KEY MANAGERIAL PERSONNAL: Sh. Viresh Shankar Mathur, Independent Director of the company resigned from the directorship of the company with effect from 30th May 2015. The Board places on record their appreciation for the valuable guidance and services rendered by Sh. Viresh Shankar Mathur. Sh. Satish Chandra Gupta, Independent Director of the company resigned from the directorship of the company with effect from 13-08-2015. The Board places on record their appreciation for the valuable guidance and services rendered by Sh. Satish Chandra Gupta. Sh.Suneet Kumar Todi, Whole Time Director of the company resigned from the directorship of the company with effect from 29th June 2015. The Board places on record their appreciation for the valuable guidance and services rendered by Sh. Suneet Kumar Todi. Sh. Kuladhar Saharia, appointed as an Additional Director as well as an independent director of the company with effect from 13-08-2015. In terms of Section 149 of the Companies at, 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. Kuladhar Saharia meet the criteria of independence and your Board recommends their appointment as Non- Executive Independent Director for a period of five years with effect from August 13, 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. Kuladhar Saharia as a candidate for the office of Independent Director at the ensuing Annual General Meeting. Smt. Khushboo Jhuria, who was appointed as an additional director as well as independent Non - Executive Women Director of the company, by a resolution passed by the Board of Directors in its meeting held on 14th, November 2014 under section 161 (1) of the companies act, 2013 and applicable Provisions of the Article of Association of the company and who hold office up to the date of this Annual General Meeting, be and is hereby appointed as a director of the company; In terms of Section 149 of the Companies at, 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, Smt. Khushboo Jhuria meet the criteria of independence and your Board recommends their appointment as Non- Executive Independent Director for a period of five years with effect from November 14, 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 Smt. Khushboo Jhuria as a candidate for the office of Independent Director at the ensuing Annual General Meeting. Sh. Rajesh Singh, (DIN 06673945), appointed as a Director who retires by rotation and, being eligible, offers himself for re-appointment. Sh. Sanjeev Kumar Prithani, (DIN 00003647), appointed as a Director who retires by rotation and, being eligible, offers himself for re-appointment Mr. Parimesh Manocha company secretary resign from the company w.e.f from 28-02-2015 Mr. Vivek Malhotra who is an Associate member of Institute of company secretaries of India is appointed as a company secretary & Compliance officer of the company. 6. 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 year. 7. NUMBER OF BOARD MEETINGS OF THE BOARD Nine 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 form part of this report. 8. BOARD EVALUATION 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 corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49"). 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. 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 ("NRC") 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. 9. 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. 10. AUDIT COMMITTEE The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report. 11. 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 required by clause 32 of the 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. 12. 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. 13. 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. 14. 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. 15. CORPORATE GOVERNANCE As per the requirement of Clause 49 of the Listing Agreement a separate Report on Corporate Governance along with the Certificate regarding compliance of conditions of Corporate Governance is given in Annexure-E which forms part of this Report. 16. 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 year 2017, subject to ratification of their appointment at every AGM. 17. AUDITORS REPORT The Auditors Report to the members on the accounts of the company for the financial year March 31, 2015 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. 18. 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 Ms. Astha Daluja has conducted secretarial Audit of the company for the financial year 2014-15. The secretarial Audit Report for the financial year 2014-15 is annexed hereto and forms a part of this report. Secretarial Audit Report is self explanatory and does not call for any further comments. 19. 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 2014-15. They are required to submit the report to the central Government within 180 days from the end of the accounting year. 20. REMUNERATION POLICY & EVALAUTION CRITERIA As required under clause 49(iv)(B)(4) of the listing Agreement and section 134 (3) 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 is given in corporate governance report in Annexure F. 21. VIGIL MECHANISM As required under clause 49(II) (F) (3) of 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 who use such mechanism and makes provisions for direct access to the Audit Committee chairman. 22. SUBSIDIARIES At present, your Company has five subsidiaries, namely: (i) Brahmaputra Property Management Services Private Limited (ii) Brahmaputra Concrete ( Bengal ) Private Limited (iii) Brahamputra Concrete Private Limited (iv) Brahmaputra Industrial Park Private Limited (v) Brahmaputra Warehousing Private Limited.(De-active i.e. from 04.03.2015) (vi) Brahmaputra Real Estates 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 Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report with Pcs 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: 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. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section134 (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 31st March 2015, 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, 2015 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, 2015 have been prepared on a 'going concern' 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. 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 : NIL 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 For Brahmaputra Infrastructure Limited Sanjeev Kumar Prithani Chairman Place: New Delhi Date: 03.09.2015 |