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CIN: L55204DL1998PLC095933Regd. Office: Brahmaputra House, A - 7, Mahipalpur, New Delhi - 110037Website: www.brahmaputragroup.com, Email: [email protected]

Tel. No.: +91 11 42290200; Fax No.: +91 11 41687880

Brahmaputra Infrastructure LimitedIf undelivered, please return to:

ANNUAL REPORT 2014 - 201598

Brahmaputra Infrastructure Limited

BOARD OF DIRECTORS

Sanjeev Kumar Prithani Joint Managing DirectorSanjay Kumar Mozika Joint Managing DirectorRajesh Singh Whole Time DirectorOm Kumar Independent DirectorKuladhar Saharia Independent DirectorKhushboo Jhuria Independent Director

KEY MANAGEMENT PERSONNEL

Manoj Kumar Prithani Chief Executive OfficerPankaj Goyal VP - Finance & AccountsVivek Malhotra Company Secretary & Compliance officer

CORPORATE INFORMATION

REGISTRAR AND SHARE TRANSFER AGENTLink Intime India Private Limited44, Community Centre, 2nd Floor, Naraina Industrial Area,Phase-II, Near PVR Cinema, New Delhi-110028Phone: +91-11-4141 0592 / 93 / 94Email: [email protected]

CONTENTSDirectors’ Report ..................................................................................................................................................................... 1Management Discussion and Analysis ................................................................................................................................. 23Corporate Governance Report ............................................................................................................................................. 31Auditors’ Report .................................................................................................................................................................... 44Balance Sheet ....................................................................................................................................................................... 48Statement of Profit & Loss .................................................................................................................................................... 49Cash Flow Statement ........................................................................................................................................................... 50Note forming part of the Accounts ........................................................................................................................................ 51Auditors’ Report on Consolidated Financial Statements ...................................................................................................... 71Consolidated Balance Sheet ................................................................................................................................................ 76Consolidated Statement of Profit & Loss .............................................................................................................................. 77Consolidated Cash Flow Statement ..................................................................................................................................... 78Notes to the Consolidated Financial Statements ................................................................................................................. 79

CONSORTIUM OF BANKERSIndian Overseas Bank, LeaderAllahabad Bank, MemberAxis Bank Ltd., MemberCorporation Bank, MemberHDFC Bank Ltd., MemberICICI Bank Ltd., MemberPunjab National Bank, MemberState Bank of India, MemberUnion Bank of India, Member

AUDITORSA. B. Bansal and CompanyChartered Accountants216-220, Durga Chambers1335, D.B. Gupta Road, KarolBagh, New Delhi – 110 005Phone: +91-11-2875 5325,Fax: +91-11-2875 2325E-mail: [email protected]

17TH ANNUAL GENERAL MEETING

Day : WednesdayDate : 30th September, 2015Time : 10.00 A.M.Venue : Govindam Banquet,Behind Mother Dairy ,

Sector 7, Dwarka , New Delhi -110075

BRAHMAPUTRA INFRASTRUCTURE LIMITEDREGISTERED OFFICEBRAHMAPUTRA HOUSEA-7, Mahipalpur (NH 8 - Mahipalpur Crossing),New Delhi - 110 037Phone: +91-11-4229 0200 (50 Lines)Fax: +91-11-4168 7880Email: [email protected]: www.brahmaputragroup.com

COST AUDITORAmit Singhal & AssociatesCost AccountantsMB-1,1D First Floor, Opposite - PnbMadhuban Road Shakarpur ExtensionDelhi, INDIA, 110092Phone: + 91- 9555357720Email Id- cma.Amit [email protected]

ANNUAL REPORT 2014 - 2015 1


DIRECTORS’ REPORT

Dear Members,

Your Directors have the pleasure in presenting the 17th Annual Report together with the Audited Accounts of the Companyfor the financial year ended on 31st March, 2015.

FINANCIAL HIGHLIGHTSThe financial highlights of the Company’s operation for the year ended 31st March 2015 are as under:

Rs. / Lakhs

Standalone Consolidated

PARTICULARS 31.03.2015 31.03.2014 31.03.2015 31.03.2014

Revenue from operations 27622.14 25670.60 27739.89 25955.10

Other Income 166.20 122.33 246.27 139.85

Total Income 27788.35 25792.93 27986.16 26094.95

Financial Costs 4452.79 4470.77 4482.64 4478.17

Depreciation 1655.49 2447.90 1715.41 2498.75

Profit/(Loss) before Tax/ exceptional item (2392.90) (2810.61) (3198.54) (2834.24)

Tax Expense / (Credit) (664.6) (742.87) (658.58) (742.48)

Profit After Tax (2497.65) (2067.74) (2539.95) (2091.76)

Paid Up Share Capital 4289.84 2901.84 4289.84 2901.84

Reserves & Surplus 9736.22 12343.54 9378.94 12028.56

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 loss2067.74 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 civilconstruction works as a potential growth segment. In the near future the Company is desirous of gradually improving itspenetration and resources to these sectors. Such diversification in different sectors enables us to reduce dependenceon any one sector or nature of the project. To enhance its in-house expertise, so as to be at par with the other eminentplayers in the construction industry and to broaden its operational base in specialized construction field, BIL is enteringinto joint venture/s with the companies/entities having requisite experience. Keeping in view the performance and futureprospects, the Company will continue to increase its overall presence in the industry with increased market share. YourCompany 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 andthe future fund requirements of the Company, your directors do not recommended any dividend for the financial yearended 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 RedeemablePreference shares of Rs.10/- each aggregating to Rs. 110,000,000 (Eleven Crores only). Company also re-classifiedtheir 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 isRs. 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-ordinaryGeneral Meeting held on 26.03.2015.

(2) Company issue 0.01% Cumulative Redeemable preference shares under CDR scheme of an amount ofRs.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 CDRScheme 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 witheffect from 30th May 2015. The Board places on record their appreciation for the valuable guidance and servicesrendered by Sh. Viresh Shankar Mathur.

Sh. Satish Chandra Gupta, Independent Director of the company resigned from the directorship of the company witheffect from 13-08-2015. The Board places on record their appreciation for the valuable guidance and services renderedby Sh. Satish Chandra Gupta.

Sh.Suneet Kumar Todi, Whole Time Director of the company resigned from the directorship of the company with effectfrom 29th June 2015. The Board places on record their appreciation for the valuable guidance and services rendered bySh. Suneet Kumar Todi.

Sh. Kuladhar Saharia, appointed as an Additional Director as well as an independent director of the company with effectfrom 13-08-2015.

In terms of Section 149 of the Companies at, 2013, an independent Director is required to be appointed for tenure of fiveyears at a time and shall not liable to retire by rotation. Accordingly, Sh. Kuladhar Saharia meet the criteria of indepen-dence and your Board recommends their appointment as Non- Executive Independent Director for a period of five yearswith 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 inten-tion to propose Sh. Kuladhar Saharia as a candidate for the office of Independent Director at the ensuing AnnualGeneral Meeting.

Smt. Khushboo Jhuria, who was appointed as an additional director as well as independent Non - Executive WomenDirector of the company, by a resolution passed by the Board of Directors in its meeting held on 14th, November 2014under section 161 (1) of the companies act, 2013 and applicable Provisions of the Article of Association of the companyand who hold office up to the date of this Annual General Meeting, be and is hereby appointed as a director of thecompany;

In terms of Section 149 of the Companies at, 2013, an independent Director is required to be appointed for tenure of fiveyears at a time and shall not liable to retire by rotation. Accordingly, Smt. Khushboo Jhuria meet the criteria of indepen-dence and your Board recommends their appointment as Non- Executive Independent Director for a period of five yearswith 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 inten-tion to propose Smt. Khushboo Jhuria as a candidate for the office of Independent Director at the ensuing AnnualGeneral Meeting.

Sh. Rajesh Singh, (DIN 06673945), appointed as a Director who retires by rotation and, being eligible, offers himself forre-appointment.

Sh. Sanjeev Kumar Prithani, (DIN 00003647), appointed as a Director who retires by rotation and, being eligible, offershimself 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 companysecretary & 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 CompaniesAct, 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 thecorporate 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 individualdirectors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securitiesand 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 thecriteria 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 onthe 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 individualdirectors on the basis of the criteria such as the contribution of the individual director to the Board and committeemeetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs inmeetings, 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 boardas a whole and performance of the Chairman was evaluated, taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed the meeting of the independentDirectors, 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 COMMITTEEThe details pertaining to composition of audit committee are included in the Corporate Governance Report, which formspart of this report.

11. CONSOLIDATED FINANCIAL STATEMENTS AND RESULTS

Your company has prepared consolidated financial statements in accordance with the applicable Accounting Stan-dards. The consolidated financial statements reflect the results of the company and that of its subsidiaries. As requiredby clause 32 of the Listing Agreement with stock exchanges, the Audited consolidated financial statements togetherwith 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 salientfeatures of the financial statements of the company’s subsidiaries, associate companies and joint ventures are pre-pared 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 transac-tions 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 FormMGT-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 Discus-sion and Analysis as required under Clause 49 (viii) (D) of the Listing Agreement is annexed as Annexure D herewithand 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 withthe Certificate regarding compliance of conditions of Corporate Governance is given in Annexure-E which forms partof this Report.

16. AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, A.B. Bansal & Co, CharteredAccountants, were appointed as statutory auditors of the Company from the conclusion of the Sixteenth annual generalmeeting (AGM) of the Company held on September 30, 2014 till the conclusion of the Nineteenth AGM to be held in theyear 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 notcontain any qualification. The Auditors report and notes to the financial statement are self explanatory and do not callfor 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 Remunera-tion of managerial personnel) Rules 2014, Practicing Company secretary Ms. Astha Daluja has conducted secretarialAudit of the company for the financial year 2014-15. The secretarial Audit Report for the financial year 2014-15 isannexed hereto and forms a part of this report. Secretarial Audit Report is self explanatory and does not call for anyfurther comments.

19. COST AUDITORS

Pursuant to order from the Ministry of corporate Affairs, Sh.Amit Singhal &Associates, Cost accountants have beenappointed as cost Auditors for the Year 2014-15. They are required to submit the report to the central Governmentwithin 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 appointmentand remuneration including criteria for determining qualifications, positive attributes , Independence of a director andother 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 vigilmechanism for its directors and employees to report their genuine concerns/ grievances. The Mechanism also providesfor adequate safeguards against victimization of persons who use such mechanism and makes provisions for directaccess 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 INVESTMENTSThe particulars of loans, guarantees and investments have been disclosed in the financial statements.

24. DISCLOSURE REQUIREMENTAs per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report withPcs certificate thereon and management discussion and analysis are attached, which form part of this report.

25. PARTICULAR OF EMPLOYEESThe information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remu-neration 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 Com-

pany for the financial year:

(In Thousands)

Executive directors Ratio to median Remuneration (per month basis)

Sh. Sanjay Kumar Mozika 101: 22.00

Sh. Suneet Kumar Todi* 161.75: 22.00

Sh. Rajesh Singh 94.5: 22.00

Non- Executive directors Ratio to median Remuneration (per month basis)

Sh. Satish Chandra Gupta* 20.83: 22.00

Sh. Viresh Shanker Mathur* 16.66: 22.00

Sh. Om kumar 20.83: 22.00

* Sh.Satish Chandra Gupta Ceased to be a Director w.e.f 13.08.2015* Sh. Viresh Shankar Mathur Ceased to be a Director w.e.f. 30.05.2015*Sh. Suneet Kumar Todi resign from the Board of Directors of the Company w.e.f. from 29-06-2015

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

Directors, Chief Financial Officer and % increase in remuneration in theCompany Secretary financial year

No change Not Increase any remuneration during the year

During the financial year 2014-2015 in the month of February Mr. Parimesh Manocha resign from the post ofCompany secretary of the company.

c. The percentage increase in the median remuneration of employees in the financial year: 63 %

d. The number of permanent employees on the rolls of Company: 207

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

On an average, employees received an annual increase of 10% in India. The individual increments varied from 6%to 14%, based on individual performance.

Employees outside India received wage increase varying from 2% to 6%. The increase in remuneration is in linewith 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 FY15 (‘Lacs) 96.83

Revenue (‘ Lacs) 27788.4

Remuneration of KMPs (as % of revenue) 0.34%

Profit before Tax (PBT/E) (‘ Lacs) -2392.9

Remuneration of KMP (as % of PBT) -4.04.%



g. Stock performance in comparison to Broad Based Indices::

31.03.2015 01.04.2014 % Change

Share price of BIL 23.60 21.55 9.51

V/S Sensex 27957 22455 24.50

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

The average annual increase was around 10 %. However during this course of the year, the total increase isapproximately 15 %, after accounting for promotions and other event based compensation revisions.

Increase/ Decrease in managerial remuneration for the year – (54.20 %)

i. Comparison of each remuneration of the key managerial personnel against the performance of theCompany:

Paticulars Mr. Sanjay Mr. Rajesh Mr. Suneet Mr. Manoj Mr. Pankaj Mr. ParimeshKumar Mozika. Singh Kumar Todi Kumar Goyal ManochaJoint Managing Whole Time Whole Time Prithani (VP- FinanceDirector Director Director (C E O) & Accounts)

Remuneration in FY 15 (Lacs) 12.15 11.35 19.41 29.83 12.6 4.49

Revenue 27,788.35

Remuneration as % of revenue 0.043 0.04 0.069 0.1 0.045 0.016

Profit Before Tax & Exceptional(Lacs) -2392.9

Remuneration as -0.5 -0.47 -0.81 -1.24 -0.52 -0.18

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

Highest paid Director During the period under review is Suneet Kumar Todi – 19.41 lacs

(In Lacs)

Sr.No Name Ratio (yearly Basis)

1 Manoj Kumar Prithani (CEO) 29.83:19.41

3 Jayant Sachdeva (VP-Purchase) 23.36:19.41

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 separateannexure forming part of this report. Further, the report and the accounts are being sent to the members excludingthe aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the RegisteredOffice of the Company. Any shareholder interested in obtaining a copy of the same may write to the CompanySecretary.

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 andconfirm that:

i) the preparation of annual accounts for the financial year ended 31st March 2015, the applicable accounting standardshave been followed;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Companyat 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 Companyand 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, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

As the core activities of the Company are not power intensive, no information is required to be furnished regardingConservation of Energy.

No research and development activity was undertaken by the Company nor was any technology imported during theyear. 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, Regulatoryauthorities 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 andacknowledges their dedication, competency, hard work, co-operation and support which has enabled the Company toachieve consistent growth.

By order of the Board of Directors

For Brahmaputra Infrastructure Limited

Place: New Delhi Sanjeev Kumar PrithaniDate: 03.09.2015 Chairman



Annexure- AForm No. AOC.1

Statement containing salient features of the financial statement of subsidiaries/ Associates companies/ Joint Ventures(Pursuant to first provision to sub section (3) of section 129 read with rules 5 of the companies (Accounts) Rules, 2014)

Sr.no Particulars 1 2 3 4 5

1 Name of Subsidiary Brahmaputra Concrete ( Bengal) Private Limited

Brahmaputra concrete ( Pri-vate) Limited

Brahmapu-tra Property Management services Private Limited

Brahmaputra Industrial park Private Limited

Brahmaputra Real Estates Private Limited

2 Reporting period for the subsidiary concerned, if different from the holding company’s reporting period

Reporting period of subsidiary and Holding Compa-ny are same





3 Reporting Currency and exchange rate as on the last date of the relevant fi nancial year in case of foreign subsidiaries

Indian Domestic company, Re-porting Currency - INR

Indian Domestic company, Re-porting Currency INR




4 Share Capital 2,10,000 45,75,000 62,560,000 1,00,000 1,00,000

5 Reserves & Surplus (8,335,800) (267,90,688) (477,896) (90,115) (74697)

6 Total Assets 765,872 82,85,773 223,378,559 16,13,885 90,743

7 Total Liabilities 765,872 82,85,773 223,378,559 16,13,885 90,743

8 Investments Nil Nil 3,337,500 Nil Nil

9 Turnover Nil Nil Nil Nil Nil

10 Profi t before taxation (87,100) (40,81,002) (12,317) (22,422) (25,564)

11 Provision for taxation 1386 Nil Nil Nil Nil

12 Profi t after Taxation (88,486) (40,81,002) (12,317) (22,422) (25,564)

13 Proposed Dividend Nil Nil 0 0 0

14 % of shareholding 52.38 100 100 80 100


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Annexure- BForm No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act andRule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in sub-section(1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm’s length basis:Brahmaputra Infrastructure Limited ( BIL) has not entered into any contract or arrangement or transaction with its related partieswhich is not at arm’s length during financial year 2014-15

2. Details of material contracts or arrangement or transactions at arm’s length basis:Summary showing Related Party Transactions during the year ended on 31st March 2015

S. Nature of Transactions Subsidiaries Joint Ventures Associates KeyNo Management

Personnel &their relatives

i) Purchase of Material/ Services/Fixed Assets/ 0.00 83.25 902.97 10.80Rent/Interest/Piece rate work/Taxi Hiring (NIL) (73.40) (840.49) (21.60)

ii) Sale of Material/ Services/ Fixed Assets/ - 3,405.41 - 0.00Rent/Escalation Claims/Investment (NIL) (3,547.35) (NIL) (NIL)

iii) Managerial Remuneration / Salary/ - - - 96.83Sitting Fees (NIL) (NIL) (NIL) (128.37)

iv) Advance/Loan given/paid back during the year 16.94 2,917.87 622.82 -(236.30) (836.97) (1,634.13) (NIL)

v) Advance/Loan taken/received back during the 11.08 459.15 832.79 -year (NIL) (1,988.45) (1,572.45) (NIL)

vi) Retention/withheld deducted during the year - 254.05 91.44 -(NIL) (156.88) (NIL) (NIL)

vii) Retention/withheld released during the year/ - 842.57 76.93 -deducted during the year by BIL (NIL) (126.33) (214.17) (NIL)

vii) Net Investments made during the year -1.00 784.99 - -(NIL) (-297.42) (NIL) (NIL)

viii) Preference Shares issued during the year - - 1,388.00 -(NIL) (NIL) (NIL) (NIL)

ix) Outstanding at year end.

Payables - 3,044.57 391.51 18.52(0.51) (6,142.96) (180.31) (14.00)

Receivables 1,927.17 6,587.79 123.25 -(1,921.31) (6,631.79) (107.33) (NIL)

Investments 684.15 2,337.58 327.25 -(685.15) (1,552.59) (327.25) (NIL)

Guarantees & Collateral given (NIL) 11,270.46 (NIL) (NIL)(NIL) (18,502.61) (NIL) (NIL)

Note: figures in ( ) relates to previous year ended 31.03.2014.

Appropriate approval have been taken for related party transactions in the Audit Committee and Board meeting.

Advance paid have been adjusted against billing ,wherever applicable.

By the Order Of BoardPlace: New Delhi Sanjeev Kumar Prithani

Date: 03.09.2015 Chairman



Annexure-CForm No. MGT-9

EXTRACT OF ANNUAL RETURNas on the financial year ended on March 31, 2015

[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of theCompanies (Management and Administration) Rules, 2014]

1. Registration and other details

i. Cin No L55204DL1998PLC095933ii. Registration Details - 02-09-1998iii. Name of the Company- Brahmaputra Infrastructure Limitediv. Category of the company- Public Limited Companyv. Address of the company- A-7, Mahipalpur, New Delhi-110037vi. Whether Listed Company- Listedvii. Name, Address of Registrar Agent – Link Intime India Private Limited

44, Community Centre , Phase -1,Near PVR, Nariana Industries Area, New Delhi,110028

2. Principal Activities of the companyAll the business activities contributing 10 % or more total turnover of the company shall stated-

Sl.No. Name and Description of main NIC Code of the % to total turnoverproducts / services Product / service of the company

1 Construction and project related activity 9953 100%

3. Particulars of Holding, Subsidiary & Joint Ventures of the company

Sr.no Name of the Company CIN No. Status % of ApplicableShares Section

1 Brahmaputra Concrete U45400DL2007PTC273296 Subsidiary 52.38 2(87) (II)(Bengal) Pvt. Ltd.

2 Brahmaputra Concrete (P) Ltd. U26956AS2006PTC008260 Subsidiary 100 2(87) (II)3 Brahmaputra Property Management

Services (P) Ltd U15449DL2003PTC123555 Subsidiary 100 2(87) (II)4 Brahmaputra Industrial U70100AS2011PTC010582 Subsidiary 80 2(87) (II)

Park Pvt.Ltd5 Brahmaputra Real Estates U70109AS2010PTC010110 Subsidiary 100 2(87) (II)

Pvt. Ltd

4. (1)( A) Shareholding pattern of the company as on 31.03.2015 (Equity share Capital Break up as percentage ofTotal Equity )

Category Category of Number Total Number Total shareholding Shares Pledged orcode Shareholder of number of shares as a percentage of otherwise encumbered

Shareholders of shares held in total number of sharesdematerialized

formAs a As a Number of As a

percentage percentage shares percentageof(A+B) of (A+B+C)

(A) Shareholding of Promoterand Promoter Group

1 Indian

(a) Individuals/ Hindu UndividedFamily 13 8324725 8324725 28.68775 28.68775 8324725 28.68775







(b) Central Government/ StateGovernment(s) NIL NIL NIL NIL NIL NIL NIL

(c) Bodies Corporate 4 13163955 13163955 45.36417 45.36417 13163955 45.36417

(d) Financial Institutions/ Banks NIL NIL NIL NIL NIL NIL NIL

(e) Any Others(Specify) NIL NIL NIL NIL NIL NIL NIL

Sub Total(A)(1) 17 21488680 21488680 74.05% 74.05% 21488680 74.05%

2 Foreign

A Individuals (Non-ResidentsIndividuals/Foreign Individuals) NIL NIL NIL NIL NIL NIL NIL

B Bodies Corporate NIL NIL NIL NIL NIL NIL NIL

C Institutions NIL NIL NIL NIL NIL NIL NIL

D Any Others(Specify) NIL NIL NIL NIL NIL NIL NIL

Sub Total(A)(2) NIL NIL NIL NIL NIL NIL NIL

Total Shareholding ofPromoter and PromoterGroup (A)= (A)(1)+(A)(2) 17 21488680 21488680 74.05% 74.05% 21488680 74.05%

(B) Public shareholding

1 Institutions

(a) Mutual Funds/ UTI 1 122600 NIL 0.42% 0.42% NIL NIL

(b) Financial Institutions / Banks NIL NIL NIL NIL NIL NIL NIL

(c) Central Government/ StateGovernment(s) NIL NIL NIL NIL NIL NIL NIL

(d) Venture Capital Funds NIL NIL NIL NIL NIL NIL NIL

(e) Insurance Companies NIL NIL NIL NIL NIL NIL NIL

(f) Foreign Institutional Investors NIL NIL NIL NIL NIL NIL NIL

(g) Foreign Venture CapitalInvestors NIL NIL NIL NIL NIL NIL NIL

(h) Any Other (specify) NIL NIL NIL NIL NIL NIL NIL

Sub-Total (B)(1) 1 122600 NIL 0.42% 0.42% Nil Nil

B 2 Non-institutions

(a) Bodies Corporate 97 4229877 4176277 14.57653 14.57653 NIL NIL

(b) Individuals

I Individual shareholdersholding nominal sharecapital up to Rs 1 lakh 1242 1012976 684136 3.49081 3.49081 NIL NIL

II Individual shareholdersholding nominal share capitalin excess of Rs. 1 lakh 49 1689908 1590098 5.82357 5.82357 NIL NIL

(c) Any Other (specify)NonResident Indian/ OCB NIL NIL NIL NIL NIL NIL NIL

(c-i) Non Resident Indians 10 19014 19014 0.06552 0.06552 NIL NIL

(c-ii) Hindu Undivided Families 42 447704 447704 1.54283 1.54283 NIL NIL

(c-iii) Trusts 1 5000 5000 0.02% 0.02% NIL NIL

(c-iv) Directors and relatives 2 2518 2518 0.00868 0.00868 NIL NIL







(c-v) Clearing Members 1 123 123 0.00042 0.00042 NIL NIL

Sub-Total (B)(2) 1444 7407120 6924870 25.52560 25.52560 NIL NIL

(B) Total Public Shareholding(B)= (B)(1)+(B)(2) 1445 7529720 6924870 25.94809 25.94809 NIL NIL

TOTAL (A)+(B) 1462 29018400 28413550 100.00 100.00 NIL NIL

(C) Shares held by Custodiansand against which DepositoryReceipts have been issued

(1) Promoter and Promoter Group NIL NIL NIL NIL NIL NIL NIL

(2) Public NIL NIL NIL NIL NIL NIL NIL

Sub-Total (C) NIL NIL NIL NIL NIL NIL NIL

GRAND TOTAL (A)+(B)+(C) 1462 29018400 28413550 100.00 100.00 21488680 74.05%

(4) (1) ( B) Shareholding pattern of the company as on 31.03.2015 ( Preference unlisted Shares Break up aspercentage of Total Preference share capital)





(A) Shareholding of Promoterand Promoter Group

1 Indian

(a) Individuals/ Hindu UndividedFamily 0 0 0 0 0 0 0

(b) Central Government/ StateGovernment(s) 0 0 0 0 0 0 0

(c) Bodies Corporate 2 1,38,80,000 0 100 100 0 0

(d) Financial Institutions/ Banks 0 0 0 0 0 0 0

(e) Any Others(Specify) 0 0 0 0 0 0 0

Sub Total(A)(1) 2 1,38,80,000 0 100 100 0 0

2 Foreign 0 0 0 0 0 0 0

A Individuals (Non-ResidentsIndividuals/Foreign Individuals) 0 0 0 0 0 0 0

B Bodies Corporate 0 0 0 0 0 0 0

C Institutions 0 0 0 0 0 0 0

D Any Others(Specify) 0 0 0 0 0 0 0

Sub Total(A)(2) 0 0 0 0 0 0 0

Total Shareholding ofPromoter and PromoterGroup (A)= (A)(1)+(A)(2) 2 1,38,80,000 0 100 100 0 0








1 Institutions

(a) Mutual Funds/ UTI 0 0 0 0 0 0 0

(b) Financial Institutions / Banks 0 0 0 0 0 0 0

(c) Central Government/ StateGovernment(s) 0 0 0 0 0 0 0

(d) Venture Capital Funds 0 0 0 0 0 0 0

(e) Insurance Companies 0 0 0 0 0 0 0

(f) Foreign Institutional Investors 0 0 0 0 0 0 0

(g) Foreign Venture CapitalInvestors 0 0 0 0 0 0 0

(h) Any Other (specify) 0 0 0 0 0 0 0

Sub-Total (B)(1) 0 0 0 0 0 0 0

B 2 Non-institutions 0 0 0 0 0 0 0

(a) Bodies Corporate 0 0 0 0 0 0 0

(b) Individuals 0 0 0 0 0 0 0

I Individual shareholdersholding nominal share capitalup to Rs 1 lakh 0 0 0 0 0 0 0

II Individual shareholdersholding nominal share capitalin excess of Rs. 1 lakh 0 0 0 0 0 0 0

(c) Any Other (specify) NonResident Indian/ OCB 0 0 0 0 0 0 0

(c-i) Non Resident Indians 0 0 0 0 0 0 0

(c-ii) Hindu Undivided Families 0 0 0 0 0 0 0

(c-iii) Trusts 0 0 0 0 0 0 0

(c-iv) Directors and relatives 0 0 0 0 0 0 0

(c-v) Clearing Members 0 0 0 0 0 0 0

Sub-Total (B)(2) 0 0 0 0 0 0 0

(B) Total Public Shareholding(B)= (B)(1)+(B)(2) 0 0 0 0 0 0 0

TOTAL (A)+(B) 2 1,38,80,000 0 100 100 0 0

(C) Shares held by Custodiansand against which DepositoryReceipts have been issued 0 0 0 0 0 0 0

(1) Promoter and Promoter Group 0 0 0 0 0 0 0

(2) Public 0 0 0 0 0 0 0

Sub-Total (C) 0 0 0 0 0 0 0

GRAND TOTAL (A)+(B)+(C) 2 1,38,80,000 0 100 100 0 0



(4) (1) (c ) GRAND TOTAL OF ANNEXURE (A) & (B) OF TOTAL SHAREHOLDING AS ON 31.03.2015





GRAND TOTAL LISTEDOF ANNEXURE EQUITY SHARESC (A) 1462 29018400 28413550 100 100 21488680 74.05%

GRAND TOTAL UNLISTEDOF ANNEXURE PREFERENCEC (B) SHARES 2 13880000 0 100 100 0 0

GRAND TOTAL OF C (A) & C(B) 1464 42898400 28413550 100 100 21488680 50.09%

(4) (D) CHANGES IN SHAREHOLDING PATTERN OF THE COMPANY OF EQUITY LISTED SHARES DURING THEYEAR ENDED 31st MARCH 2015

No. of Shares at the No. of Shares at the ChangesBeginning of the Year end of year as on during year

31.03.2015 ended 1.04.2014 to

31.03.15No. of shares % of shares No. of shares % of shares Increased

(+) /Decreased

(-)

(A) Shareholding of Promoter and Promoter Group

1 Indian

(a) Individuals/ Hindu Undivided Family 9164725 31.58 8324725 28.68775 (9.16)

(b) Central Government/ State Government(s) Nil Nil Nil Nil Nil

(c) Bodies Corporate 12323955 42.47 13163955 45.36417 6.81

(d) Financial Institutions/ Banks Nil Nil Nil Nil Nil

(e) Any Others(Specify) Nil Nil Nil Nil Nil

Sub Total(A)(1) 21488680 74.05 21488680 74.05 Nil

2 Foreign

A Individuals (Non-Residents

Individuals/Foreign Individuals) Nil Nil Nil Nil Nil

B Bodies Corporate Nil Nil Nil Nil Nil

C Institutions Nil Nil Nil Nil Nil

D Any Others(Specify) Nil Nil Nil Nil Nil

Sub Total(A)(2) Nil Nil Nil Nil Nil

Total Shareholding of Promoterand Promoter Group (A)= (A)(1)+(A)(2) 21488680 74.05 21488680 74.05 Nil


1 Institutions

(a) Mutual Funds/ UTI 122600 0.42 122600 0.42 Nil

(b) Financial Institutions / Banks Nil Nil Nil Nil Nil

(c) Central Government/ State Government(s) Nil Nil Nil Nil Nil

(d) Venture Capital Funds Nil Nil Nil Nil Nil

(e) Insurance Companies Nil Nil Nil Nil Nil

(f) Foreign Institutional Investors Nil Nil Nil Nil Nil




31.03.2015 ended 1.04.2014 to


(+) /Decreased

(-)

(g) Foreign Venture Capital Investors Nil Nil Nil Nil Nil

(h) Any Other (specify) Nil Nil Nil Nil Nil

Sub-Total (B)(1) 122600 0.42 122600 0.42 Nil


(a) Bodies Corporate(Including Foreign Bodies Corporates) 4113222 14.17 4229877 14.57 2.82

(b) Individuals

I Individual shareholdersholding nominal share capitalup to Rs 1 lakh 1089185 3.75 1012976 3.49 (6.93)

II Individual shareholders holdingnominal share capital in excess ofRs. 1 lakh 1789625 6.17 1689908 5.82 (5.67)

(c) Any Other (specify)

(c-i) Non Resident Indians 18998 0.07 19014 0.06 (14.28)

(c-ii) Hindu Undivided Families 378985 1.31 447704 1.54 17.55

(c-iii) Trusts 5000 0.02 5000 0.02 Nil

(c-iv) Directors and their Relatives 2518 0.01 2518 0.01 Nil

(c-v) Clearing Members 9587 0.03 123 0.00042 (98.7)

Sub-Total (B)(2) 7407120 25.53 7407120 25.53 Nil

(B) Total Public Shareholding (B)= (B)(1)+(B)(2) 7529720 25.95 7529720 25.95 Nil

TOTAL (A)+(B) 29018400 100 29018400 100 Nil

(C) Shares held by Custodians and against whichDepository Receipts have been issued Nil Nil Nil Nil Nil

GRAND TOTAL (A)+(B)+(C) 29018400 100 29018400 100 Nil

( 4) ( E) CHANGES IN SHAREHOLDING PATTERN OF THE COMPANY PREFERENCE UNLISTED SHARES DURING THE YEAR ENDED 31st

MARCH 2015No. of Shares at the No. of Shares at the Changes

Beginning of the Year end of year as on during year31.03.2015 ended

1.04.2014 to 31.03.15

No. of shares % of shares No. of shares % of shares Increased(+) /

Decreased(-)

(A) Shareholding of Promoter and Promoter Group

1 Indian

(a) Individuals/ Hindu Undivided Family 0 0 0 0 0

(b) Central Government/ State Government(s) 0 0 0 0 0

(c) Bodies Corporate 0 0 1,38,80,000 100 100

(d) Financial Institutions/ Banks 0 0 0 0 0

(e) Any Others(Specify) 0 0 0 0 0

Sub Total(A)(1) 0 0 1,38,80,000 100 100




31.03.2015 ended 1.04.2014 to


(+) /Decreased

(-)

2 Foreign

A Individuals (Non-Residents Individuals/Foreign Individuals) 0 0 0 0 0

B Bodies Corporate 0 0 0 0 0

C Institutions 0 0 0 0 0

D Any Others(Specify) 0 0 0 0 0

Sub Total(A)(2) 0 0 0 0 0

Total Shareholding of Promoterand Promoter Group (A)= (A)(1)+(A)(2) 0 0 1,38,80,000 100 100


1 Institutions

(a) Mutual Funds/ UTI 0 0 0 0 0

(b) Financial Institutions / Banks 0 0 0 0 0

(c) Central Government/ State Government(s) 0 0 0 0 0

(d) Venture Capital Funds 0 0 0 0 0

(e) Insurance Companies 0 0 0 0 0

(f) Foreign Institutional Investors 0 0 0 0 0

(g) Foreign Venture Capital Investors 0 0 0 0 0

(h) Any Other (specify) 0 0 0 0 0

Sub Total (B)(1) 0 0 0 0 0


(a) Bodies Corporate(Including Foreign Bodies Corporates) 0 0 0 0 0

(b) Individuals 0 0 0 0 0

I Individual shareholders holdingnominal share capital up to Rs 1 lakh 0 0 0 0 0

II Individual shareholders holding nominalshare capital in excess of Rs. 1 lakh 0 0 0 0 0

(c) Any Other (specify) 0 0 0 0 0

(c-i) Non Resident Indians 0 0 0 0 0

(c-ii) Hindu Undivided Families 0 0 0 0 0

(c-iii) Trusts 0 0 0 0 0

(c-iv) Directors and their Relatives 0 0 0 0 0

(c-v) Clearing Members 0 0 0 0 0

Sub-Total (B)(2) 0 0 0 0 0

(B) Total Public Shareholding(B)= (B)(1)+(B)(2) 0 0 0 0 0

TOTAL (A)+(B) 0 0 1,38,80,000 100 100

(C) Shares held by Custodians and against

which Depository Receipts have been issued 0 0 0 0 0

GRAND TOTAL (A)+(B)+(C) 0 0 1,38,80,000 100 100



( 4) ( II) (A) Share Holding of Promoters

Shareholding at the beginning of Shareholding at the end

the year 01.04.2014 of the year 31.03 .2015

Sr. Name No. of Shares % of shares % of shares No of shares % of shares % of shares % changeno Pledged/ Pledged/ in shareholding

encumbered to encumbered to during the yeartotal shares total shares

1 Siw Prasad Agarwalla 852625 2.94 Nil 852625 2.94 2.94 NIL

2 Geeta Devi Agarwalla 496300 1.71 Nil 496300 1.71 1.71 NIL

3 Suresh Kumar Prithani 2539983 8.75 Nil 1699983 5.85 5.85 (33.14%)

4 Shobna Prithani 183250 0.63 Nil 183250 0.63 0.63 NIL

5 Manoj Kumar Prithani 1426533 4.92 Nil 1426533 4.92 4.92 NIL

6 Anita Prithani 226000 0.78 Nil 226000 0.78 0.78 NIL

7 Sanjeev Kumar Prithani 1481534 5.11 Nil 1481534 5.11 5.11 NIL

8 Kiran Prithani 261000 0.90 Nil 261000 0.90 0.90 NIL

9 Siw Prasad Agarwalla (HUF) 665000 2.29 Nil 665000 2.29 2.29 NIL

10 Suresh Kumar Prithani (HUF) 439500 1.51 Nil 439500 1.51 1.51 NIL

11 Manoj Kumar Prithani (HUF) 240000 0.83 Nil 240000 0.83 0.83 NIL

12 Sanjeev Kumar Prithani (HUF) 150000 0.52 Nil 150000 0.52 0.52 NIL

13 Sanjay Kumar Mozika 203000 0.70 Nil 203000 0.70 0.70 NIL

14 Brahmaputra Projects Private Limited 442500 1.52 Nil 442500 1.52 1.52 NIL

15 Brahmaputra Finlease Private Limited 3080819 10.62 Nil 3920819 13.51 13.51 27.21%

16 Brahmaputra Holdings Private Limited 3339161 11.51 Nil 3339161 11.51 11.51 NIL

17 M. L. Singhi and Associates Private Limited 5461475 18.82 Nil 5461475 18.82 18.82 NIL

( 4) ( II) ( B) Share Holding of Promoters of unlisted Cumulative Reedemable Preference Shares.

Sr. Shareholders Name Shareholding at % of total % of shares Shareholding at % of total % of shares % changeno the begning of shares Pledged/ the end of the Shares Pledged/ in

the year 1.04.2014 encumbered to year 31.03.2015 encumbered to shareholdingtotal shares total shares

1 Brahmaputra Finlease NIL NIL NIL 98,00,000 70.61 NIL 70.16%Private Limited

2 M. L. Singhi and Associates NIL NIL NIL 40,80,000 29.39 NIL 29.39%

Private Limited

(4) (III) ( A) Change in Promoters’ Shareholding in listed shares (please specify, if there is no change)

Sr. No. Paticulars Shareholding Cumulative Shareholding Increase/ Decreaseat the beginning of the year during the year

1 At the beginning of the year No. of Shares % of total shares No. of Shares % ofof the company total

shares ofthe company

2

3 At the end of the year

Date wise Increase/Decrease inPromoters Share holding during theyear specifying the reasons forincrease/ decrease (e.g. allotment /transfer /bonus/ sweat equity etc):

Mr. Suresh Kumar Prithani Transfer 8,40,000 Shares to their promoter groupcompany except that there is no other change in the promoter Shareholding

during the year. overall promoter shareholding remains the same.



(4) (III) (B) Change in Promoters’ Shareholding in unlisted Cumulative Reedemable Prefrence shares (please specify, if there is no change)

Shareholding at the beginning of the year Cumulative shareholding during the year

Sr.no Paticulars No. of Shares as on 01-04-2014

% of shares No. of Shares as on 31-03-2015

% of shares Increase/ Decrease

1 At the beginning of the year NIL NIL 1,38,80,000 100 100

2 Date wise Increase/Decrease in Promoters Share holding during the year specifying the reasons for increase/ decrease (e.g. allotment / transfer /bonus/ sweat equity etc):

Company issue 0.01% Cumulative Redeemable Preference Shares 1, 38, 80,000 Shares to their promoter group companies. As on 26.03.2015 EOGM is held after the approval of majority of the shareholders com-

pany issue shares to the following group companies.

1. Brahmaputra Finlease private Limited-98,00,000 Shares.

2. M.L.Singhi & Assocaites Private Limited-40,80,000 Shares

3 At the end of the year NIL NIL 1,38,80,000 100 100

(4) (IV) Shareholding pattern of Top Ten Shareholders ( other than Directors, Promoters holders of ADR , GDR) : Not Applicable

(4) (V) Shareholding of Directors and Key Managerial Personnel:

Sr.no Folio No

Name Date Reason Shareholding at the begin-ning of the year

Cumulative shareholding during the year

1 Siw Prasad Agar-walla

1-04-2014 At the Beginning of the year 852625 2.94 852625 2.94

31-03-2015 At the end of the Year 852625 2.94

2 Geeta Devi Agar-walla



3 Suresh Kumar Prithani


31-03-2015 Transfer 8,40,000 shares to the Promoter group company

1699983 5.85

4 Shobna Prithani 1-04-2014 At the Beginning of the year 183250 0.63 183250 0.63


5 Manoj Kumar Prithani



6 Anita Prithani 1-04-2014 At the Beginning of the year 226000 0.78 226000 0.78


7 Sanjeev Kumar Prithani



8 Kiran Prithani 1-04-2014 At the Beginning of the year 261000 0.90 261000 0.90


9 Siw Prasad Agar-walla (HUF)



10 Suresh Kumar Prithani (HUF)



11 Manoj Kumar Prithani (HUF)



12 Sanjeev Kumar Prithani (HUF)



13 Sanjay Kumar Mozika



5. Detail of Overdue Instalments and Interest

DETAIL OF OVERDUE INSTALMENTS AND INTEREST

Overdue Principal as on 31st March 2015 Overdue Interest as on 31st March 2015

Particulars of Loan

- From Banks 10889900.93 21696319

- From Others * 85819360 16742941

Total 96709261 38439260



6. ( A) Remuneration of Director & Key Managerial Personnel Remuneration to Managing Director, Whole time Directors and / or Manager

Sr.no

Particulars of Remuneration Name of MD/WTD/Manager Total Amount

Sh. Sanjay Kumar Mozika ( Joint Managing Director)

Sh. Suneet Kumar Todi ( Whole time Director)

Sh. Rajesh Singh ( Whole time Director)

1 Gross salary

(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961

12,00,000 10,80,000 11,35,000 33,43,000

(b) Value of perquisites u/s 17(2) of the Incometax Act, 1961

15,000 9,33,000 9,48,000

(c) Profi ts in lieu of salary under Section 17(3) of the Income tax Act, 1961

Stock Option

Sweat Equity

Commission

- as % of profi t

Others, Allowances

Total (A) 12,15,000 19,41,000 11,35,000 42,91,000

Ceiling as per the Act (@ 10% of profi ts calculated under Section 198 of the Compa-nies Act, 2013)

6.(B) Remuneration to other Directors ( Refer Corporate Governance for details)

Sr.no Particulars of Remuneration Fee for attending board / committee meetings

Commission Others, please specify

Total Amount

1 Sh. Om kumar ( Independent Director) 2,50,000 NIL NIL 2,50,000

2 Sh. Viresh Shankar Mathur ( Independent Director )

2,00,000 NIL NIL 2,00,000

3 Sh. Satish Chandra Gupta ( Independnent Director)

2,50,000 NIL NIL 2,50,000

Total 7,00,000 NIL NIL 7,00,000

6.(C) Remuneration to Key Managerial Personnel other than MD/ WTD/ MANAGER

Sr.no

Particulars of Remuneration Key Managerial Personnal Total Amount

Sh. Manoj Kumar Prithani ( CEO)

Sh. Pankaj Goyal (VP-Finance & Ac-counts)

Mr. Parimesh Manocha ( Company Secretary & Com-pliance offi cer)

1 Gross salary

(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961

16,80,000 12,60,000 4,49,000 46,92,000

(b) Value of perquisites u/s 17(2) of the Incometax Act, 1961

13,03,000 13,03,000

(c) Profi ts in lieu of salary under Section 17(3) of the Income tax Act, 1961

Stock Option

Sweat Equity

Commission

- as % of profi t

Others, Allowances

Total (A) 29,83,000 12,60,000 4,49,000 46,92,000

Ceiling as per the Act (@ 10% of profi ts calculatedunder Section 198 of the Com-panies Act, 2013)

Mr. Parimesh Manocha has resigned from, post of company secretary w.e.f from 28-02-2015.

7. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:There were no penalties, punishment or compounding of offences during the year ended March 31, 2015.



FORM No. MR-3SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015(Pursuant to Section 204 (1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014)To,The Members,Brahmaputra Infrastructure LimitedA-7, Main MahipalpurNew Delhi- 110037

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practicesby Brahmaputra Infrastructure Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided mea reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by thecompany and also the information provided by the company, its officers, agents and authorized representatives during the conduct ofsecretarial audit and as per the explanations given to me and the representations made by the Management, I hereby report that in myopinion, the Company has, during the audit period covering the financial year ended on 31st March, 2015 (‘Audit Period’) generallycomplied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mecha-nism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records made available to me and maintained by theCompany for the financial year ended on 31st March, 2015 according to the applicable provisions of:

i. The Companies Act, 2013 (‘the Act’) and the rules made there under, as applicable;

ii. The Securities Contract (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

iv. The Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign DirectInvestment, Overseas Direct Investment and External Commercial Borrowings;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines, 1999 (Not applicable to the Company during the Audit period)

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to theCompany during the Audit period)

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regardingthe Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Companyduring the Audit period); and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to the Companyduring the Audit period)

I have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India with regard to Board and General Meet-ings. (Not notified hence not applicable to the Company during the audit period).

ii. The Listing Agreements entered into by the Company with Stock Exchanges.

During the period under review and as per the explanations and clarifications given to me and the representations made by the Manage-ment, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, etc. mentioned above.

I further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documentsand records in pursuance thereof, on test-check basis, the Company has generally complied with the following laws applicable specifi-cally to the Company:1. Building and other Constructions Workers (BOCW) Act, 1996.2. Contract Labor (R&A) Act, 1970

I further report that:The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors andIndependent Directors. The changes in the composition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.Adequate notice was given to all Directors at least seven days in advance to schedule the Board Meetings. Agenda and detailed noteson agenda were sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agendaitems before the meeting and for meaningful participation at the meeting.



All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of theBoard of Directors or Committee of the Board, as the case may be.

I further report that as per the explanations given to me and the representations made by the Management and relied upon the same byme, there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitorand ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period:

a) The Company has converted Unsecured Loan and has issued 1,38,80,000 0.01% Redeemable Cumulative Preference Shares inlieu of the same. However, shareholders’ approval for conversion of the loan was taken after the raising of the loan. The saidconversion was required by the LOA signed between the Company and the Consortium Bankers under the Corporate Debt Re-structuring Scheme.

b) The Company is yet to appoint an Internal auditor as required by Section 138 of the Companies Act, 2013.

c) The Special resolution as required by Section 180 of the Companies Act, 2013 was passed on 30.09.2014.

d) The Company has appointed Ms. Khusboo Jhuria as Non-Executive Independent Woman Director on the Board of the Company.

e) The Company has entered into Corporate Debt Restructuring Scheme.

Astha DalujaCompany Secretary

CP No.- 11227

This Report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

‘Annexure A’

To,The Members,Brahmaputra Infrastructure Limited,A-7, Main MahipalpurNew Delhi- 110037

My report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. My responsibility is to express anopinion on these secretarial records based on our audit.

2. I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of thecontents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarialrecords. I believe that the process and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, I have obtained the Management representation about the Compliance of laws, rules and regulations andhappening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility ofmanagement. My examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness withwhich the management has conducted the affairs of the Company.


CP No.- 11227



Annexure DMANANGMENT DISCUSSION AND ANALYSIS

The objective of this report is to share and keep you abreast with the happenings and transformations occurring within theCompany, that in the industry and economy, its technology and its overall business strategies.

Among other things, the MD & A provides an overview of the previous year of operations and how the company fared in thattime. It also provides the report on the upcoming year, outlining future goals and approaches to new Project.

We begin with a general review of the industry, macro economy followed by the operational and financial details of thecompany including details of its human resources.

Cautionary statement

Statements in the Management Discussion and Analysis describing the Company’s objectives, projections, estimateexpectations may be “forward looking statements” within the meaning of applicable securities laws and regulations. Actualresults could differ materially from those expressed or implied. Important factors that could influence the Company’s operationsinclude economic developments within the country, demand and supply conditions in the industry, input prices, changes inGovernment regulations, tax laws and other factors such as litigation and industrial relations.

Indian Economy Overview

IntroductionIndia is set to emerge as the world’s fastest-growing major economy by 2015 ahead of China, as per the recent report byThe World Bank. India’s Gross Domestic Product (GDP) is expected to grow at 7.5 per cent in 2015, as per the report.

The improvement in India’s economic fundamentals has accelerated in the year 2015 with the combined impact of stronggovernment reforms, RBI’s inflation focus supported by benign global commodity prices.

Market size

According IMF World Economic Outlook April, 2015, India ranks seventh globally in terms of GDP at current prices and isexpected to grow at 7.5 per cent in 2016.

India’s economy has witnessed a significant economic growth in the recent past, growing by 7.3 per cent in 2015 as against6.9 per cent in 2014. The size of the Indian economy is estimated to be at Rs 129.57 trillion (US$ 2.01 trillion) for the year2014 compared to Rs 118.23 trillion (US$ 1.84 trillion) in 2013.

The steps taken by the government in recent times have shown positive results as India’s gross domestic product (GDP) atfactor cost at constant (2011-12) prices 2014-15 is Rs 106.4 trillion (US$ 1.596 trillion), as against Rs 99.21 trillion (US$1.488 trillion) in 2013-14, registering a growth rate of 7.3 per cent. The economic activities which witnessed significantgrowth were ‘financing, insurance, real estate and business services’ at 11.5 per cent and ‘trade, hotels, transport,communication services’ at 10.7 per cent.

Stating that its great time to invest in India, Minister of State for Finance Mr Jayant Sinha said the Indian economy haspotential to become a US$ 4-5 trillion economy in the next 10-12 years.

Investments/developments

With the improvement in the economic scenario, there have been various investments leading to increased M&A activity.Some of them are as follows:

India has emerged as one of the strongest performers with respect to deals across the world in terms of mergers andacquisitions (M&A). M&A activity increased in 2014 with deals worth US$ 38.1 billion being concluded, compared to US$28.2 billion in 2013 and US$ 35.4 billion in 2012. The total transaction value for the month of May 2015 was US$ 3.3 billioninvolving a total of 115 transactions. In the M&A space, pharma continues to be the dominant sector amounting to 23 percent of the total transaction value.

• India’s Index of Industrial Production (IIP) grew by 4.1 per cent in April 2015 compared to 2.5 per cent in March 2015.The growth was largely due to the boost in manufacturing growth, which was 5.1 per cent in April compared to 2.8 percent in the previous month.

• India’s Consumer Price Index (CPI) inflation rate increased to 5.01 per cent in May 2015 compared to 4.87 per cent inthe previous month. On the other hand, the Wholesale Price Index (WPI) inflation rate remained negative at 2.36 percent for the seventh consecutive month in May 2015 as against negative 2.65 per cent in the previous month, led by lowcrude oil prices.



• India’s consumer confidence continues to remain highest globally for the fourth quarter in a row, riding on positiveeconomic environment and lower inflation. According to Nielsen’s findings, India’s consumer confidence score in thefirst quarter of 2015 increased by one point from the previous quarter (Q4 of 2014). With a score of 130 in the firstquarter (2015), India’s consumer confidence score is up by nine points from the corresponding period of the previousyear (Q1 of 2014) when it stood at 121.

• India’s current account deficit reduced sharply to US$ 1.3 billion (0.2 per cent of GDP) in the fourth quarter of 2015compared to US$ 8.3 billion (1.6 per cent of GDP) in the previous quarter, indicating a shrink in the current accountdeficit by 84.3 per cent quarter-on-quarter basis.

• India’s foreign exchange reserve stood at a record high of US$ 354.28 billion in the week up to June 12, 2015 –indicating an increase of US$ 1.57 billion compared to previous week.

• Owing to increased investor confidence, net Foreign Direct Investment (FDI) inflows touched a record high of US$ 34.9billion in 2015 compared to US$ 21.6 billion in the previous fiscal year, according to a Nomura report. The reportindicated that the net FDI inflows reached to 1.7 per cent of the GDP in 2015 from 1.1 per cent in the previous fiscalyear.

Government Initiatives

Numerous foreign companies are setting up their facilities in India on account of various government initiatives like Make inIndia and Digital India. Mr Narendra Modi, Prime Minister of India, has launched the Make in India initiative with an aim toboost the manufacturing sector of Indian economy. This initiative is expected to increase the purchasing power of anaverage Indian consumer, which would further boost demand, and hence spur development, in addition to benefiting investors.Besides, the Government has also come up with Digital India initiative, which focuses on three core components: creationof digital infrastructure, delivering services digitally and to increase the digital literacy.

Currently, the manufacturing sector in India contributes over 15 per cent of the GDP. The Government of India, under theMake in India initiative, is trying to give boost to the contribution made by the manufacturing sector and aims to take it up to25 per cent of the GDP. Following the government’s initiatives several plans for investment have been undertaken which areas follows:

Foxconn Technology group, Taiwan’s electronics manufacturer, is planning to manufacture Apple iPhones in India. Besides,Foxconn aims to establish 10-12 facilities in India including data centers and factories by 2020.

• India Electronics and Semiconductor Association (IESA) and Nasscom have signed a MoU to push electronicsmanufacturing share to 25 per cent of GDP by 2025. Under the MoU approval has been given to 21 electronic clusters.

• Hyderabad is set to become the mobile phone manufacturing hub in India and is expected to create 150,000 – 200,000jobs. Besides, the Telangana Government aims to double IT exports to Rs 1.2 trillion (US$ 18.7 billion) by 2019.

• Ford Motor Company has started working on plans to manufacture EcoSport in India for exporting it to US. The companyhas provided the quotation for 90,000 units every year, which is greater than the vehicles it sells in India.

• Hyundai Heavy Industries (HHI) and Hindustan Shipyard Ltd have joined hands to build warships in India. Besides,Samsung Heavy Industries and Kochi Shipyard will be making Liquefied Natural Gas (LNG) tankers.

• Mercedes-Benz plans to increase the number of cars it manufactures in India by doubling the capacity to 20,000vehicles a year and has come up with a new plant in Pune.

Under the Digital India initiative numerous steps have been taken by the Government of India. Some of them are as follows:

• The Government of India has launched a digital employment exchange which will allow the industrial enterprises to findsuitable workers and the job-seekers to find employment. The core purpose of the initiative is to strengthen thecommunication between the stakeholders and to improve the efficiencies in service delivery in the MSME ministry.According to officials at the MSME ministry over 200,000 people have so far registered on the website.

• The Ministry of Human Resource Development recently launched Kendriya Vidyalaya Sangthan’s (KVS) e-initiative ‘KVShaalaDarpan’ aimed at providing information about students electronically on a single platform. The program is a steptowards realising Digital India and will depict good governance.

• The Government of India announced that all the major tourist spots like Sarnath, Bodhgaya and Taj Mahal will have aWi-Fi facility as part of digital India initiative. Besides, the Government has started providing free Wi-Fi service atVaranasi ghats.



Based on the recommendations of the Foreign Investment Promotion Board (FIPB), the Government of India has approved10 proposals of FDI amounting to Rs 2,857.83 crore (US$ 445.21 million) approximately. Out of the 10 approved proposals,six belonged to the pharmaceutical sector with a total value of Rs 1,415 crore (US$ 221.05 million) excluding the outflows.

The Union Cabinet, chaired by the Prime Minister Mr Narendra Modi, has given its approval to enter into a Memorandum ofUnderstanding (MoU) for strengthening cooperation in the field of Micro, Small and Medium Enterprises (MSMEs), betweenIndia and Sweden. The purpose of the MoU is to achieve and promote cooperation between MSMEs of the two countries byproviding a structured framework and creating an environment to identify each other’s technologies, strengths, markets,policies, etc.

The Government of India has launched an initiative to create 100 smart cities as well as Atal Mission for Rejuvenation andUrban Transformation (AMRUT) for 500 cities with an outlay of Rs 48,000 crore (US$ 7.47 billion) and Rs 50,000 crore (US$7.78 billion) crore respectively. Smart cities are satellite towns of larger cities which will consist of modern infrastructure andwill be digitally connected. The program was formally launched on June 25, 2015. The Phase I for Smart City Kochi (SCK)is set to launch in July 2015 which will be built on a total area of 650,000 sq. ft., having a floor space greater than 100,000sq. ft. Besides, it will also generate a total of 6,000 direct jobs in the IT sector.

Road AheadThe International Monetary Fund (IMF) and the Moody’s Investors Service have forecasted that India will witness a GDPgrowth rate of 7.5 per cent in 2016, due to improved investor confidence, lower food prices and better policy reforms.Besides, according to mid-year update of United Nations World Economic Situation and Prospects, India is expected togrow at 7.6 per cent in 2015 and at 7.7 per cent in 2016.

As per the latest Global Economic Prospects (GEP) report by World Bank, India is leading The World Bank’s growth chartfor major economies. The Bank believes India to become the fastest growing major economy by 2015, growing at 7.5 percent.

According to Mr Jayant Sinha, Minister of State for Finance, Indian economy would continue to grow at 7 to 9 per cent andwould double in size to US$ 4–5 trillion in a decade, becoming the third largest economy in absolute terms.

Furthermore, initiatives like Make in India and Digital India will play a vital role in the driving the Indian economy.

Infrastructure sector in India

Introduction

A key driver of the economy, Infrastructure is highly responsible for propelling India’s overall development. The industryenjoys intense focus from the top officials of the Government for initiating policies that would ensure time-bound creation ofworld class infrastructure in the country. This sector includes power, bridges, dams, roads and urban infrastructuredevelopment.

Market Size

The Indian power sector has an investment potential of US$ 250 billion in the next 4-5 years, providing immense opportunitiesin power generation, distribution, transmission and equipment, according to Mr Piyush Goyal, Union minister of coal, powerand renewable energy.

The total approximate earnings of Indian Railways on originating basis during April 1, 2014 to December 31, 2014 were Rs114,656.13 crore (US$ 18.42 billion) compared to Rs 101,856.45 crore (US$ 16.37 billion) during the same period last year,registering an increase of 12.57 per cent.

The total approximate earnings from goods during 1st April 2014 – 31st December 2014 were Rs 77,161.55 crore (US$ 12.4billion) compared to Rs 68,776.35 crore (US$ 11.05 billion) during the same period last year, registering an increase of12.19 per cent.

Meanwhile, the number of export and import containers moving through major ports in India expanded 7.34 percent year-over-year from April to October 2014, as a result of the Modi Government’s efforts to make port development a majorpriority.

Foreign direct investment (FDI) received in construction development sector from April 2000 to January 2015 stood at US$24,028.19 million, according to the Department of Industrial Policy and Promotion (DIPP).

Recent Developments

India is witnessing significant interest from international investors in the infrastructure space. Many Spanish companies are



keen on collaborating with India on infrastructure, high speed trains, renewable energy and developing smart cities

• The government has unveiled plans to invest US$ 137 billion in its decrepit rail network over the next five years,heralding Prime Minister Narendra Modi’s aggressive approach to building infrastructure needed to unlock faster economicgrowth. Over the next year, India will increase investment by about a half to US$ 16.15 billion including funds raised bymarket borrowing.

• Indostar Capital Finance Ltd and Reliance Capital Ltd have invested Rs 200 crore (US$ 32.15 million) in Alliance group,a real estate company. The consortium of institutions has invested in the holding company of Alliance group, AllianceInfrastructure Projects Pvt. Ltd.

• Andhra Pradesh-based regional airline Air Costa will add eight aircrafts before 2016 to its existing four aircrafts. Theairline, which reported an operating profit in the month of December, 2014 for the first time, said that it will be a pan-India player by the end of 2015

• Union government-owned Kolkata Port Trust has signed an agreement with the West Bengal government to set up anew port at Sagar Island in South 24 Parganas district through a joint venture (JV) between the two. The Sagar Islandport is estimated to cost Rs 11,900 crore (US$ 1.91 billion) and will be the first port to be built by the Union governmentin 14 years.

• Larsen and Toubro Ltd (L&T) has announced that its building and factories business under L&T Construction hassecured orders worth Rs 2,521 crore (US$ 405.27 million) in December 2014. In a statement, the firm said that theseorders were from both the domestic and international markets.

• Private equity funds and non-banking financial companies have found a niche within Gurgaon. Over the past 15 months,New Gurgaon, which is an area between Manesar and old Gurgaon, has seen investments in real estate projects byseveral private equity funds. Singapore sovereign wealth fund GIC recently put in Rs 150 crore (US$ 24.11 million) ina joint venture with realty firm Vatika group to develop two projects in this area of Gurgaon.

Government InitiativesThe Indian Government is taking every possible initiative to boost the infrastructure sector. Some of the steps taken in therecent past are being discussed hereafter.

The Reserve Bank of India (RBI) has notified 100 per cent foreign direct investment (FDI) under automatic route in theconstruction development sector. The new limit is effective 2 December 2014, RBI said in a notification on its website.

Recently, the Government has relaxed rules for FDI in the construction sector by reducing minimum built-up area as well ascapital requirement and liberalised the exit norms. The Cabinet has also approved the proposal to amend the FDI policy.

India and the US have signed a memorandum of understanding (MoU) in order to establish Infrastructure CollaborationPlatform. The document showcases the relationship between both the Governments which intend to facilitate US industryparticipation in Indian infrastructure projects to improve the bilateral commercial relationship and benefit both the Participants’economies. The MoU’s scope envisages efforts in the areas of Urban Development, Commerce and Industry, Railways,Road Transport and Highways, Micro Small and Medium Enterprises, Power, New & Renewable Energy, Information andBroadcasting, Communications & Information Technology, Water Resources, River Development and Ganga Rejuvenation.

Road Ahead

Indian port sector is poised to mark great progress in the years to come. It is forecasted that by the end of 2017 port trafficwill amount to 943.06 MT for India’s major ports and 815.20 MT for its minor ports.

Along with that, Indian aviation market is expected to become the third largest across the globe by 2020, according toindustry estimates. The sector is projected to handle 336 million domestic and 85 million international passengers withprojected investment to the tune of US$ 120 billion. Indian Aviation Industry that currently accounts for 1.5 per cent of thegross domestic product (GDP) has been instrumental in the overall economic development of the country. Given the hugegap between potential and current air travel penetration in India, the prospects and possibilities of growth of Indian aviationmarket are enormous.

Feature of Construction and Infrastructure

The construction/infrastructure sector is likely to get major boost from the Government’s focus on development of infrastructurein India. While the recovery in the sector is likely, it would be gradual as majority of players are still burdened with leveragedbalance sheets and stalled or slow moving projects. Furthermore, if structural constraints like uncertainty in land acquisition,



delays in approvals, and inadequacy of long term funding avenues are not tackled swiftly, the project implementation on theground may not gather momentum, thereby delaying recovery in the infrastructure sector. In addition, aggressive bidding inthe past and inability or limited ability to raise equity for BOT projects have also impacted viability of infrastructure projects.These impediments need to be overcome for project implementation to gather pace. Difficulty in achieving financial closureand overall weak macro-economic environment had also reduced the risk appetite of developers towards new projects.These factors, amongst others, have resulted in relatively modest growth in Gross Fixed Capital Formation (GFCF) andConstruction GVA (Gross Value Added) in 9mFY15. With the political stability, sharper focus on infrastructure developmentand improvement in economy, new projects announcements by both the public and private sector are likely to pickup inFY16.

Movement in Stalled Projects

The quantum of stalled projects continued to remain high during FY15 though the pace of new project stalling came downand revival of stalled projects increased in H2FY15. In January 2013, Project Monitoring Group (PMG) was set up in theCabinet Secretariat to help such projects, both in the public and private sectors, by way of support in clearing theimplementation bottlenecks. Till March 2015, PMG had accepted 511 projects with estimated investments of Rs. 25.4 trillionwhich were facing implementation hurdles. With the help of Cabinet Committee on Investment (CCI) issues related to 204such projects worth Rs. 7 trillion have been resolved as per PMG data. However, another 307 projects with an investmentof Rs. 18.4 trillion are still facing various bottlenecks which is impacting their progress. Apart from reviving stalled projects,plans to award major projects after acquiring land and requisite approvals under the plug and play model will significantlyreduce execution delays and also attract higher private sector participation.

Steps taken towards easing funding issues in Infrastructure sectorMany steps have been taken to improve funding avenues to the infrastructure sector. The key policy measures includeeasing of FDI norms for Construction, Railways, and Defence, liberalization of ECB policy, and providing incentives topromote REITs and InvITs. RBI has also taken multiple steps to ease funding availability to infrastructure project. Some ofthe key ones include providing incentives to banks in the form of exemption from CRR/SLR for long term bonds raised tolend to infrastructure sector, flexibility in refinancing norms for infrastructure projects by way of 5/25 structure etc. Besides,the Union Budget has also allocated higher funds towards public sector infrastructure projects.

Provisions for Infrastructure sector in Budget 2015-16

In the Budget 2015-16, the capital outlays for roads, and railways have been increased by Rs. 140.3 billion and Rs. 100.5billion respectively which along with significantly higher Road Cess will enable higher public spending towards theseinfrastructure projects. In total, investment in infrastructure is proposed to increase by Rs. 700 billion in FY16 (BE) overFY15 (RE). Recognizing the need of reviving private sector participation in infrastructure projects, Budget has proposedrebalancing of risks in PPP projects with Government taking up major risks, appointing an Expert Committee for analysingthe possibility of and replacing multiple prior permissions with a pre-existing regulatory mechanism, and rationalizing disputeresolution mechanism. The budget also proposes to set-up 5 UMPPs totalling 20 GW in the plug-and-play mode wherein allclearances and linkages will be obtained before the award of project. It has also announced its intent towards some largeinfrastructure projects like building 100 smart cities and Sardar Patel Urban Housing Mission, which will provide long terminfrastructure opportunities. In the railways sector, the focus is on faster execution of Dedicated Freight Corridor (DFC)which is an important on-going project.

Performance of Construction Companies

The growth in operating income of construction companies (ICRA sample of 15 exchange-listed construction companies)during this period had remained muted which implies that execution is yet to pick up in a meaningful manner. This can bepartly attributed to stretched financial position of many construction companies which has constrained resources for speedingup execution. In terms of profitability however, there has been gradual improvement observed in 9m-FY15, led by subsidingcost pressures particularly on subcontracting, raw-material and labor related costs. While the sustainability of improvementin operating profitability remains to be seen, without ramp-up in the scale of operations, the operating profits will not besufficient to cover the interest expenses for most of the construction companies as has been the case in the last sixquarters. The interest coverage ratio for sample of 15 companies had improved marginally to 0.62 times in Q3FY15 from0.42 times in Q2FY15. The reversal in the interest rate cycle and lowering of interest rates will help ease the debt servicingburden; however, this alone will not be sufficient for improving credit metrics. Any significant improvement in liquidity profileand credit metrics of construction companies will take time and will be contingent on improvement in working capital cycle



(by way of faster execution and release of stuck receivables/retention money), improvement in pace of execution and abilityto raise long term funds by way of stake sale or equity placements. Some large players have raised and many are planningto raise funds via Qualified Institutional Placement (QIP)/Rights Issue/warrants/preference shares or sale of stake insubsidiaries.

Outlook

The recovery in the construction sector is expected to be gradual and would be linked with on-ground impact of the policymeasures as well as availability of funding. With high leverage, ability to raise funds via stake sale in subsidiaries, monetizationof assets, or dilution of equity will be key in improving liquidity and capital structure of construction companies that havebeen aggressive in the BOT space in past. Many companies including GMR Infrastructure, Jaiprakash Associates, NCCLtd, IVRCL etc. have either raised or have plans of raising funds through equity route like Qualified Institutional Placement(QIP)/Rights issue/Warrants/Preference shares or sale of stake at the SPV or holding company level to reduce overallindebtedness at the Group level. The likely reversal in the interest rates cycle would also provide some respite.Focus Area: Infrastructure Investment Trusts

In order to improve funding options, alternate funding sources like Infrastructure Debt Funds (IDFs), Alternate InvestmentFunds (AIFs) were introduced in the past to tap into other source of savings like Insurance and Pension Funds so as toaccelerate and enhance the flow of long term funds. In this regard, the recent initiative in the form of Infrastructure InvestmentTrusts (InvITs) may help in channelising long term funds into the sector and in releasing developers’ capital for furtherdeployment in new projects. Moreover, InvITs could play a pivotal role in providing wider long-term refinance avenuethereby providing headroom for banks for new funding requirements.

InvIT is proposed on the same lines as Real estate Investment Trust (REIT) and are dedicated towards infrastructuresector. However, in comparison to REIT, the capital appreciation aspect is limited in the case of InvITs as majority of theinfrastructure assets have a finite life and low residual value at the end of the project life (except the accumulated cash).Unlike REITs where the investors also benefit from capital appreciation, the NAV of an InvIT is expected to decline graduallyover the concession period of the underlying asset unless there is significant increase in revenues like toll collections incase of a toll road project. Due to this, the annual yield offered by an InvIT includes partial return of capital deployed byinvestors into InvIT. The marketability of InvITs will depend on the effective yield (adjusted for NAV) which can be offered.InvITs will face competition from REITs and other fixed-income products as well as high dividend-yield stocks.

Investors in InvITs will benefit in the form of better liquidity by virtue of being publicly traded, while Sponsors will have betterscalability (fund raising through follow-on offers) and access to capital markets. The challenge now is to make InvITs a moreattractive option for parking operating infrastructure assets. This in turn will increase the ability of developers to undertakemore infrastructure project development. The success of InvITs also depends on tax regime. As majority of the infrastructureprojects are developed on PPP (Public Private Partnership) framework, they can only be indirectly held by InvIT throughstake in the SPV holding the project. However, as taxation for SPVs are not pass-through and SPVs have to pay corporateand dividend distribution taxes, the efficiency of distribution of profits is constrained. Some respite in case of infrastructureprojects can be the ten year tax-holiday which could result in savings during this period. Furthermore, some efficiency canbe brought in by leveraging the SPV by way of InvIT infusing funds in SPV in the form of debt.

The path for establishing REIT/InvITs has not been easy in other Asian countries also as it takes time to gain marketacceptance. For an investor, InvIT provides opportunity to own a different asset class, though adjusted returns would be thekey criterion for inflow of money towards InvITs. The success of InvIT in Indian context will also depend on alternativesavailable for sponsors as well as valuations and taxation aspects.

Our Company’s Business overview

We are an Infrastructure company which provides EPC (Engineering, Procurement and Construction) services forInfrastructure Projects in India since 1998. We have the presence on PAN India basis and have a strong presence inNorthern, Eastern and North-Eastern parts of India such as Delhi-NCR, Haryana, Punjab, Rajasthan, Uttar Pradesh, WestBengal, Bihar, Assam, Arunachal Pradesh and Mizoram etc. We are executing Infrastructure projects independently and inJoint Ventures.

Over the years, we have built a strong organization base on PAN India basis and have executed and are executing praiseworthyprojects in the different states and for different clients. Roads, Bridges, Tunnels, Buildings, other Misc works etc for ourvarious clients such as:



1. Indian Institute of Technology, Guwahati2. IRCON International Limited3. West Bengal Housing Infrastructure Development Corporation Limited (WBHIDCO)4. Public Works Department (PWD) [Assam, Haryana, Punjab]5. Airports Authority of India6. Reliance Infrastructure Ltd7. Punjab Infrastructure Development Board (PIDB)8. Municipal Corporation of Delhi (MCD)9. HSCC (India) Ltd10. Water Resource Department, Bihar etc

Working overview during the year

During the period under review company face tough days due to economic slowdown and and some other unavoidablereasons like (constant increase of finance cost, labour cost, Decline of margins etc.). Due to constantly increase of financeCost Company unable to pay its timely installments and interest to the bank. Due to that company face the situation of CDR.under CDR there is a post restructuring of company debt.

As compare to last financial year company’s turnover is slightly increase but company loss before tax is increased due toinflation and constantly increase of company cost.

Threats risks and concerns

With the stable Central government in place and infrastructure sector high on its agenda, the Indian construction industry ispoised for growth in medium to long term. To achieve the targeted economic growth, the government has to spend on thecapacity building and infrastructure improvements which will provide huge growth potential for construction industry. India’sinvestment in infrastructure is estimated to double to about USD 1 trillion during the 12th plan ( 10 % of GDP during 12th plan) compared to the previous plan. Indian government has also planned to build 100 smart cities. The government hasallocated USD 1.2 billion for this project in its 2014-15 budget. This plan would need more PPP’s for better and fastexecution.

To minimize the risks your company has taken few initiatives like diversified & integrated business model , strong balancesheet , large fleet of owned machineries along with strong management and organization skills.

Outlook

The year gone by has once again reinforced the strength of management to steer the company through troubled waters. Infinancial year 2014-15 there was growth on all operational and financial parameters. The company has potential and willoutperform in the coming years with improvement in the economy and macro-economic fators. With strong and stablegovernment at the centre, the business outlook of construction industry has changed in a positive direction. The company isexpected good cash inflow of fresh orders in the financial year 2015-16.

Challenges in the sector have thrown immense opportunities to experienced players like BIL. The adaptability to meet thechallenges and encash the opportunities available through a well balanced business plan support by strong balance sheetalong with increased spending in infrastructure segment in India will help your company to reap the benefit of the opportunitiesby evaluation various options for venturing into other infrastructure activities and maximize shareholder’s value.

Internal Control Systems and their Adequacy

The Company has a proper and adequate system of internal controls to ensure that all its assets are safeguarded andprotected against loss from un-authorized use or disposition and to ensure that all transactions are duly authorized, recordedand reported correctly and adequately. The Company’s internal controls are supplemented by an extensive programme ofinternal audits, review by management and documented policies, guidelines and procedures. The internal control is designedto ensure that financial and other records are reliable for preparing financial information and for maintain accountability ofassets. All financial and audit control systems are also reviewed by the Audit Committee of the Board of Directors of thecompany.



Human Resource / Industrial relations

Human capital has continued to be the key engine for our growth and aspirations. The Company has been constantlyreviewing its HR policies and practices to keep abreast with the market changes and has embarked upon several initiativesto focus on creating a positive work environment that provides employees with ample growth and development opportunitiesas well as ensuring high levels of motivation and engagement. Industrial relations have continued to be cordial throughoutthe year. Measures for safety of employee, scientific training, welfare, performance based appraisal system, compensation,career growth and social security schemes continued to remain key priority of the Company.

Financial performance and results

The Financial statements have been prepared in compliance with the requirements of the Companies Act and the AccountingStandards issued by the Institute of Chartered Accountants of India.

1 Turnover: The Company recorded turnover and other income of Rs. 27788.50 Lacs during the year 2014-15 as againstRs. 25792.93 Lacs in previous year.

2 Finance costs: Finance costs for the year amounted to Rs. 4452.79 Lacs as against the previous year of Rs. 4470.76Lacs.

3 Depreciation: The current year depreciation amounted to Rs. 1655.49 Lacs as against Rs. 2447.90 Lacs of previousyear.

4 Profit:

a) Profit before Depreciation and Taxation amounted to Rs. (737.41) Lacs as against the previous year of Rs.(362.70) Lacs.

b) Provision for taxation & deferred tax for the year amounting to Rs. (664.60) Lacs as against the previous yearof Rs. (742.87) Lacs.

C) Profit after tax for the year amounted to Rs. (2497.65) Lacs as against the previous year of Rs. (2067.74) Lacs.

5 Fixed Assets: During the year the fixed assets of the company Rs to Rs.8128.09 Lacs as compare previous yearRs.9824.68 Lacs

6 Inventories: Inventories amounted to Rs. 31781.94 Lacs as against Rs. 31477.03 Lacs of previous year.

7 Trade Receivables: Trade receivables amounted to Rs. 9784.56 Lacs as against Rs. 13129.27 Lacs of previous year.

8 Long term Loans and Advances: Long term Loans and advances represent Rs. 3980.82 Lacs as against Rs. 4817.23Lacs in previous year.



Annexure – EREPORT ON CORPORATE GOVERNANCE FOR THE YEAR 2014-15

(Pursuant to clause 49 of the Listing Agreements entered into with the Stock Exchange)

Company’s policies on the Corporate Governance and compliance report on specific areas wherever applicable for thefinancial year ended March 31, 2015 are given hereunder:-

1. Company’s Philosophy on Code of GovernanceThe welfare of the stakeholders of the Company forms the crux of the Company’s Corporate Governance Policy. TheCompany’s philosophy strives to ensure that its business strategies and plans prioritise the welfare of all stakeholders,while at the same time, maximizing shareholders’ value on a sustained basis. The Board of Directors, Management andEmployees of the Company consistently envisage attainment of the highest level of transparency, integrity and equityin all facets of the operations of the Company and also in its interactions with the stakeholders. The Company iscommitted to benchmark itself with the best standards of Corporate Governance, not only in form but also in spirit.

2. Board of DirectorsComposition & Size of BoardAs on 31st March 2015, the Board of Directors of the Company comprises of 8 directors, of which 4 directors areexecutive (50) and 4 directors (50%) are non-executive and whereas all 4 non-executive directors are IndependentDirectors which ensures a good blend of executive and independent directors, and achieves the desired level ofindependence of the board. All the non-executive directors are professionals having a wide range of expertise andexperience in management, administration, business, finance etc. which bring them wide range of skills and experienceto the board.During the financial year 2014-15, Nine Board Meetings were held on 15th May, 2014, 30th May 2014, 13th August, 2014,03rd September 2014, 30th September 2014, 13th November 2014, 19th December 2014, 13th February 2015, 26th March2015. The gap between any two meetings never exceeded four months as stipulated in the clause 49. The Agendapapers, containing all the necessary information, are made available to the Board well in advance to enable the Boardto discharge its responsibilities effectively and take informed decisions. Where it is not practicable to attach or send therelevant information as a part of Agenda papers, the same are tabled at the Meeting.Smt. Khushboo Jhuria is appointed as an Additional as well as Independent Non-Executive Women Director of thecompany on 14/11/2014.

Composition of Board of Directors during the financial year 2014-15 and other details are as follows:-

Name of the Designation Category Other then Membership ofDirector Brahmaputra other Board Committees

InfrastructureLimited

Directorships Member Chairman

Sh.Sanjay Joint Managing 1Kumar Mozika Director Executive Nil NilSh.Sanjeev Joint Managing Executive 0 Nil NilKumar Prithani DirectorSh.Suneet Whole Time Executive 2 Nil NilKumar Todi * DirectorSh.Rajesh Singh Whole Time Executive 0 Nil Nil

DirectorSh.Satish Director Non – Executive / 11 5 NilChandra Gupta* IndependentSh. Om Kumar Director Non- Executive/ 0 Nil Nil

IndependentSh. Viresh Director Non- Executive / 5 Nil NilShankar Mathur * IndependentMs. Khushboo Director Non Executive / 0 Nil NilJhuria Independent



Ceased to be Director W.e.f. Sh.Suneet Kumar Todi 29-06-2015 Sh. Viresh Shankar Mathur 30-05-2015 Sh. Satish Chandra Gupta 13.08.2015

Note 1: Private Companies, Section 8 Companies and Foreign Companies have not been included for the calculationof directorships in companies.

Note 2: Audit Committee & Shareholders’ Grievance Committee have been considered for the purpose of membershipand chairmanship held by the director in public limited companies.

Except Mr. Manoj Kumar Prithani chief executive officer and Mr. Sanjeev Kumar Prithani Joint Managing Director whoare brothers, no director is related to any other Director/Kmp.

Director’s attendance record during the financial year 2014-15

Name of the Director No. of Board No. of Board Last AGM No. of sharesMeetings held during Meetings (Whether held as

the tenure attended attended) on 31.03.2015

Sh.Sanjay Kumar Mozika 9 1 No 2,03,000

Sh.Sanjeev Kumar Prithani 9 8 Yes 14,81,534

Sh.Suneet Kumar Todi 9 1 No 518

Sh.Rajesh Singh 9 9 Yes Nil

Sh.Satish Chandra Gupta 9 9 Yes Nil

Sh. Om Kumar 9 8 Yes 2,000

Sh.Viresh Shankar Mathur 9 8 Yes Nil

Ms. Khushboo Jhuria 3 1 No Nil

Committees of the Board

The Board has constituted various committees for smooth and efficient operation of the activities and is responsible forconstituting, assigning, co-opting and fixing the terms of reference in line with the laws of land. The draft minutes of theproceedings of each committee meeting are circulated to the members of that committee for their comments and thereafter,confirmed in its next meeting. The board also takes note of the minutes of the meetings of the committees duly approved bytheir respective chairman and the material recommendations / decisions of the committees are placed before the Board forapproval. The Chairman, quorum and the terms of reference of each committee has been approved by the Board.

3. Audit Committee

As a measure of good corporate governance and to provide assistance to the Board of Directors in fulfilling the Board’soversight responsibilities, an Audit Committee has been constituted and headed by an Independent Director.

The Audit Committee constituted by the Board of Directors consists of the following members as on March 31, 2015:

1. Mr. Om Kumar : Chairman

2. Mr. Satish Chandra Gupta : Member*

3. Mr. Viresh Shankar Mathur : Member*

4. Mr. Rajesh Singh: Member.

Note*- Mr. Viresh Shankar Mathur Ceased to be a member w.e.f from 30.05.2015

Mr. Satish Chandra Gupta Ceased to be a member w.e.f from 13.08.2015

In Board meeting 30.05.2015 audit committee is renamed Smt. Khushboo Jhuria is appointed as a member in thecommittee in place of Mr. Viresh Shankar Mathur.

In Board meeting 13.08.2015 audit committee is renamed Mr. Kuladhar Saharia is appointed as a member in thecommittee in place of Mr. Satish Chandra Gupta.

All the members of the Audit Committee except Mr. Rajesh Singh are Non-executive Directors. All the members ofAudit Committee are financially literate and have expertise in accounting and related financial management matters.



Mr. Om Kumar, a Non-executive Independent Director is Chairman of the Committee and Company Secretary of theCompany acts as a secretary to the Committee.

The terms of reference of the Audit Committee are in line with the powers, duties and responsibilities stipulated inClause 49 of the Listing Agreement.

The functions of Audit Committee are as per Company Law and Listing Agreement with Stock Exchanges. Theseinclude overseeing of Company’s financial reporting process, recommending the appointment and removal of externalauditors, reviewing the annual financial statements, financial management policy, adequacy of internal control systemand internal audit functions.

The committee met Seven times during the year on following dates: 15th May, 2015, 30th May 2015, 13th August 2015,03rd September 2015, 13th November 2015, 19th December 2015, 13th February 2015 the attendance of members during2014-15 was as follows:

Name of the Members Current No. of meetings No. ofStatus held during the tenure meetings attended

Mr. Om Kumar Chairman 7 7Mr. Satish Chandra Gupta Member 7 7Mr. Viresh Shankar Mathur Member 7 6Mr. Rajesh Singh Member 7 6

4. Remuneration Committee

The Company is transparent in compensation policy of Directors. The Committee sets the overall policy on remunera-tion and the other terms of employment of executive directors of the company within the overall ceiling fixed by themembers of the Company and recommend the same for the approval of the Board. The Committee recommendsremuneration package of Executive Directors to the Board by reference to individual performance, experience andmarket conditions with a view to provide a package which is appropriate for the responsibilities involved.

The Remuneration Committee constituted by the Board of Directors comprises of following three non-executive inde-pendent directors as its members:-

1. Mr. Satish Chandra Gupta, Chairman*

2. Mr. Om Kumar, Member

3. Mr. Viresh Shankar Mathur, Member*

Note*- Mr. Viresh Shankar ceased to be a member w.e.f from 30.05.2015

Mr. Satish Chandra Gupta Ceased to be a member w.e.f from 13.08.2015

In Board meeting 30.05.2015 Remuneration committee is renamed Smt. Khushboo jhuria is appointed as a member inthe committee in place of Mr. Viresh Shankar Mathur.

In Board meeting 13.08.2015 Remuneration committee is renamed Mr. Kuladhar Saharia is appointed as a member inthe committee in place of Mr. Satish Chandra Gupta. He is also renamed as the chairman of the Committee.

The details of remuneration and/or sitting fee paid/payable to the Directors for the financial year ended 31st March, 2015are set out below:

(a) Non-Executive Directors: (Amount in Rs.)

Name of Directors Sitting Fees

Mr. Satish Chandra Gupta 2,50,000

Mr. Om Kumar 2,50,000

Mr. Viresh Shankar Mathur 2,00,000

None of the non-executive directors receives any remuneration apart from the sitting fees for meetings attendedby him.



(b) Executive Directors: (Amount in Rs.)

Name & Designation Salary Perquisites & Totalother allowances

Mr. Sanjay Kumar Mozika, Joint Managing Director 12,00,000 15,000 12,15,000

Mr. Suneet Kumar Todi, Whole Time Director 3 10,08,000 9,33,000 19,41,000

Mr. Rajesh Singh, Whole Time Director 4 11,35,000 0 11,35,000

Total 33,43,000 9,48,000 42,91,000

The committee met twice during the year on 03rd Sep, 2014 and 13th November, 2014 and the attendance ofmembers was as follows:

Name of the Members Current Status No. of Meetings No. of Meetings Held attended

Mr. Satish Chandra Gupta Chairman 2 2

Mr. Om Kumar Member 2 2

Mr. Viresh Shankar Mathur Member 2 2

5. Shareholders’ Grievance Committee

The committee was formed on 11.03.2013 to review and redress the investors’ grievances / letters regarding variousmatters. It constitutes of three members i.e. Mr. Satish Chandra Gupta, Mr. Om Kumar and Mr. Sanjeev Kumar Prithaniwith Mr. Satish Chandra Gupta, a Non-executive Director as the Chairman of the committee.

Mr. Parimesh Manocha, Company Secretary has been designated as Compliance Officer of the Company.

The Committee met Five Time during the year on 30.05.2014, 13.08.2014, 03.09.2014, 13.11.2014, 13.02.2015.

Name of the Members Current Status No. of Meetings No. of Meetings Held attended

Mr. Satish Chandra Gupta* Chairman 5 5

Mr. Om Kumar Member 5 5

Mr. Sanjeev Prithani Member 5 5

Note*- 1. Mr. Satish Chandra Gupta Ceased to be a member w.e.f from 13.08.2015

In Board meeting 13.08.2015 Shareholder Grievances Committee is renamed Mr. Kuladhar Saharia is appointed as amember in the committee in place of Mr. Satish Chandra Gupta. Mr. Om Kumar is Designated as a chairman of theCommittee.

Investors’ GrievancesThe following table shows the complaints received from shareholders during 2014-15

Pending as on Received during the year Replied / Resolved Pending as onApril 1, 2014 during the year March 31, 2015

0 0 0 0

No share transfer / transmission and demat request was pending as on 31st March, 2015.

6. Corporate Social Responsibility CommitteeThe committee was formed on 30.09.2014 to comply all the provisions of the csr as per section 135 of the companiesact 2013.It constitutes of three members –1. Sh. Sanjeev Kumar Prithani ( Chairman)2. Sh. Rajesh Singh ( Member)3. Sh. Om kumar ( Member)



Annual Report on CSR Activities of the Company for the financial year ended 31st March, 2015(Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014.CSR application Provisions are applicable on the company, Due to that committee is made ( while calculation twopercent of the average net profit of the company) after average of last three financial year that figure is negative that'swhy spending provisions of csr are not applicable on the company. Due to that during financial year 2014-15 Companynot spend any amount on csr activities.

7. General Body MeetingsThe location and time of the Annual General Meetings held during the last three years were as follows:

Financial Year Date & Time Venue of Meetings Whether any special resolutionspassed, if yes, particulars of SpecialResolution

2011-12 29.09.2012 Brahmaputra House, A - 7, YesAt 12:00 Noon Mahipalpur (NH - 8 Mahipalpur (i) Increase in the remuneration of Sh. Manoj

Crossing), New Delhi - 110037 Kumar Prithani, Managing Director

2012-13 30.09.2013 at Govindam Banquet, Behind Mother Yes10:00 A.M. Dairy, Sector - 7, Dwarka, (i) Appointment of Sh. Rajesh Singh as

New Delhi - 110075 Whole-time Director(ii) Appointment of Sh. Sanjeev Kumar

Prithani as Joint Managing Director(iii)Appointment of Sh. Suneet Kumar Todi

as Whole-time Director

2013-14 30.09.2014at Modi Hall, PHD Chamber of commerce Yes3.00 P.M. and industry, PHD House, 4/2 siri (1) Re-appointment of Sh. Sanjeev

Institutional Area, August Kranti Kumar Prithani as Joint Marg, New Delhi-110016 Managing Director for a period

of 5 years.(2) Revision in Managerial

Remuneration of Sh. ManojKumar Prithani who is a brotherof Sh. Sanjeev KumarPrithani.

(3) Revision of Borrowing Powersunder section 180 (1) (c) of thecompanies act, 2013 up to Rs.1,000 crores.

All the resolutions, including the special resolution set out in the respective notices were passed by the requisitemajority of shareholders. No resolution was passed through postal ballot during the financial year 2014-15 and there isno resolution proposed to be conducted through postal ballot.However, One Extra – Ordinary General Meetings (EGM) were held during the Financial Year 2014-15 on 26.03.2015.Purpose of calling EGM was:-1. Alteration of the Article of Associations.2. Alteration and increase in Authorized share capital3. Issue and offer of Redeemable Preference shares on a private placement basis pursuant to corporate Debt Re-

structuring Scheme and other matters related to CDR.4. Rectification and Remuneration of cost Auditors.

8. Disclosures(a) There are no materially significant related parties transactions entered in to by the company with its promoters,

directors or management, their subsidiaries or relatives etc. that may have potential conflict with the interests of theCompany at large. A statement in summary form of transactions with the related parties during the year in theordinary course of business is disclosed in the notes to the accounts in this Annual Report as per AccountingStandard 18 of the Institute of Chartered Accountants of India.



(b) There is no non compliance by the Company and no penalties and strictures imposed on the Company by StockExchange or SEBI or any statutory authority on any matter related to capital markets, during the last three years.

(c) There has been no documented whistle blower policy, however, no personnel has been denied access to the auditcommittee.

(d) All mandatory requirements of Clause 49 of the Listing Agreement have been complied with by the company.

9. Means of Communication

Besides communicating to the stock exchanges on which the company’s shares are listed, the notices of board meet-ings at which quarterly/half yearly results get approved are published in the following newspapers:-

Particulars Name of the Newspaper

English Newspapers Financial ExpressBusiness Standard

Vernacular Newspaper (Hindi) Business StandardJansattaRashtriya Sahara

*Website address of the Company on which financial results and other information are displayed:www.brahmaputragroup.com. Press release or any significant event is first intimated to the Stock Exchanges and thenposted on the website of the Company. Presentations are made available to institutional investors / research analystson their specific request (s) if any.

10. General Shareholders’ Information

(i) 17th Annual General MeetingDate : 30th September, 2015Day : WednesdayTime : 10.00 A.MVenue : Govindam Banquet, Behind Mother Dairy, Sector 7, Dwarka, New Delhi

(ii) Financial Year : April 1 to March 31 of the succeeding year(iii) Financial Calendar

Financial Results for the quarter ending Jun 30, 2015

Financial Results for the quarter & half year ending Sep 30, 2015 Within 45 days of the end of the quarter

Financial Results for the quarter ending Dec 31, 2015

Financial Results for the quarter & year ending Mar 31, 2016 : Within 60 days of the end of the year

(iv) Date of Book Closure : 24.09.2015 to 30.09.2015(Both days inclusive)

(v) Dividend Payment Date : Not Applicable

(vi) Listing on Stock Exchanges and Stock Codes

1. BSE Limited – 535693; Scrip name: BRAHMINFRA

2. Delhi Stock Exchange Limited – 9677

(vii) ISINThe ISIN of the Company is INE320I01017

(viii) Market Price DataThe Securities of company were listed and permitted for trading on BSE Limited and Delhi Stock ExchangeLimited on 27.06.2013 and 12.09.2013 respectively.High/ Low of market price of the Company’s equity shares traded on BSE during the last financial year asfollows:



BSE

Month Share Prices Sensex

High Low High Low

April - 14 29.85 20.40 22,939.31 22,197.51

May - 14 31.50 26.00 25,375.63 22,277.04

June - 14 29.75 24.35 25,735.87 24,270.20

July -14 37.85 30.20 26,300.17 24,892.00

August - 14 41.70 32.95 26,674.38 25,232.82

September -14 41.25 29.60 27,354.99 26,220.99,

October -14 44.40 26.25 27,894.32 25,910.77

November -14 35.50 24.10 28,822.37 27,739.56

December -14 34.50 24.25 28,809.64 26,469.42

January -15 32.00 23.15 29,844.16 26,766.12

February -15 34.00 21.30 29,522.86 28,044.49

March -15 31.95 18.20 30,024.74 27.248.45

Note: Since company’s share are not traded on Delhi Stock Exchange (DSE), Company’s Share price high &low on DSE is not provided.

(ix) Registrar and Transfer Agent & Share Transfer SystemM/s. Link Intime India Private Limited, New Delhi has been appointed as the Registrar and Share TransferAgent of the Company for handling the share transfer work both in physical and electronic form. All correspondencerelating to share transfer, transmission, dematerialization, rematerialisation etc. can be made at the followingaddress:-M/s Link Intime India Private Limited44, Community Centre, 2nd Floor,Naraina Industrial Area, Phase – INear PVR CinemaNew Delhi-110028Contact Person: Mr. Deo Kumar / Mr. SwapanPhone: 011-41410592 / 93 / 94Fax No.: 011 - 41410591

(x) Share Transfer SystemAll valid requests for transfer/transmission of Equity shares held in physical form are processed within a periodof 15 days from the date of receipt thereof and the Share Certificates duly transferred are immediately returnedto the transferee/ lodger. Transaction in the dematerialized Shares are processed by National SecuritiesDepository Limited (NSDL)/Central Depository Services Limited (CDSL) through the Depository Participantswith whom the Shareholders have opened their demat accounts.

(xi) Dematerialization of shares and liquidityThe equity shares of your Company have been compulsorily traded in dematerialized form and the Companyhas agreements with both the depositories i.e., National Securities Depository Limited and Central DepositoryServices (India) Limited. As on 31st March 2015, 2,84,13,550 equity shares constituting 66.23% of the total paidup capital of the companies are dematerialized. The reconciliation of both physical and demat shares are up todate and tallies with the total paid-up capital of the Company.

(xii) Share Transfer SystemThe Company’s shares are traded in the Stock Exchanges in demat mode. These transfers are affected throughNSDL and CDSL. Transfer of shares in physical form is processed and approved by registrar & Transfer Agentand Company Secretary from time to time and the certificates are returned to the shareholders within 15 daysfrom the date of receipt, subject to documents being valid and complete in all respects.



(xiii) Distribution of shareholdingThe distribution of shareholding as on 31st March 2015 was as follows:-

(Amount in Rs.)Shareholding of Nominal No. of % No. of %Value in Rs. Shareholders Equity Shares1 – 2500 621 42.47 662500 0.228

2501 – 5000 186 12.72 742230 0.256

5001 – 10000 278 19.01 2247330 0.774

10001 – 20000 135 9.23 2131420 0.735

20001 – 30000 39 2.66 1005890 0.347

30001 – 40000 27 1.84 993840 0.342

40001 – 50000 30 2.05 1371060 0.472

50001 – 100000 43 2.94 3158560 1.088

100001 & above 103 7.08 277871170 95.757

Total 1462 100 290184000 100%

(xiv) Outstanding ADRs/GDRs/Warrants or any Convertible instruments, conversion date and likely impact on equity

The Company has not issued any ADRs / GDRs / Warrants.

(xv) Plant LocationsCorporate & Registered Office Regional Office GuwahatiBrahmaputra House,A – 7 Mahipalpur Royal Plaza, 4th FloorOpp. International(NH-8 Mahipalpur Crossing)New Delhi - 110037 HospitalChristian Basti, G. S.

RoadGuwahati – 781005

The Company’s project execution activities are undertaken at the location of the clients.

(xvi) Address for correspondenceBrahmaputra Infrastructure LimitedBrahmaputra House, A-7, Mahipalpur (NH-8 Crossing),New Delhi-110 037Tel No.: 011-42290200, Fax No.: 011 - 41687880E-mail: [email protected]

Code of Conduct

The Board has adopted a Code of Conduct for the Board Members and Senior Management personnel of the Company. Thesame has also been posted on the website of the Company. All Board Members and Senior Management personnel haveaffirmed their Compliance with the code. A declaration signed by the Managing Director is given below:

This is to certify that the company has laid down its Code of Conduct for all the Board Members and Senior Management ofthe Company and the copies of the same are uploaded on the website of the Company - www.brahmaputragroup.com

It is hereby affirmed that during the year 2014-15, all the Directors and Senior Managerial personnel have complied with theCode of Conduct and have given a confirmation in this regard.

On behalf of the BoardBrahmaputra Infrastructure Limited

Sd/-Date: 03.09.2015 Sanjeev Kumar PrithaniPlace: New Delhi Chairman



CEO/CFO CertificateTo,The Board of DirectorsBrahmaputra Infrastructure LimitedNew Delhi

Sirs,

We have reviewed the financial statements and the cash flow statement of Brahmaputra Infrastructure Limited for the year ended 31st

March, 2015 and to the best of our knowledge and belief:

(a) (i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might bemisleading;

(ii) These statements together present a true and fair view of the Company’s affairs and are in compliance with existing AccountingStandards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which arefraudulent, illegal or volatile of the Company’s code of conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated theeffectiveness of the internal control systems of the Company pertaining to financial reporting and have disclosed to the Auditorsand the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and thesteps we have taken or propose to take for rectifying these deficiencies.

(d) We have indicated to the Auditors and the Audit Committee:-

(i) significant changes in internal control over financial reporting during the year;

(ii) significant changes in accounting policies made during the year and the same have been disclosed in the notes to the financialstatements; and

(iii) There are no instances of fraud of which we have become aware and the involvement therein, neither the management norany employee having a significant role in the Company’s internal control system over financial reporting.

Sd/- Sd/-Place: New Delhi Manoj Kumar Prithani Pankaj GoyalDate : 30.05.2015 Chief Executive Officer VP-Finance & Accounts

Certificate on Corporate GovernanceTo the Members ofBRAHMAPUTRA INFRASTRUCTURE LIMITEDA-7, Main Mahipalpur, New Delhi- 110037

I have examined the compliance of conditions of Corporate Governance by M/s Brahmaputra Infrastructure Limited (CIN:L55204DL1998PLC095933) (‘the Company’), for the year ended on 31 March, 2015, as stipulated in Clause 49 of the Listing Agreementsof the said Company with the Stock Exchanges concerned in India.

The compliance of conditions of Corporate Governance is the responsibility of the Management. My examination has been limited to areview of the procedures and implementations thereof adopted by the Company for ensuring compliance with the conditions of CorporateGovernance as stipulated in the said Clause. It is neither an audit nor an expression of opinion on the financial statements of theCompany.

In my opinion and to the best of my information and according to the explanations given to me and the representations made by theDirectors and the Management, I certify that the Company has complied with the conditions of Corporate Governance as stipulated inClause 49 of the above mentioned Listing Agreements.

I further state that in respect of the Investor Grievances, the Registrar and the Share Transfer Agent of the Company has maintained therelevant records and certified that as on 31st March, 2015 there was no investor grievance pending against the Company.

I further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectivenesswith which the management has conducted the affairs of the Company.


Membership No. 30037: CP No. 11227Date: 03.09.2015Place: Guwahati



Annexure F

Nomination and Remuneration Policy

1. Title

This Policy will be called “Nomination and Remuneration Policy”

2. Introduction

Pursuant to Section 178 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement, the Boardof Directors of every listed Company and such other class or classes of companies, as may be prescribed, shallconstitute the “Nomination and Remuneration Committee”. In order to align with the provisions of the Compa-nies Act, 2013 and the revised Clause 49 of the Listing Agreement, the Board of Directors have changed thenomenclature of the “Remuneration Committee” as “Nomination and Remuneration Committee”. The “Nomina-tion and Remuneration Committee” has formulated the “Nomination and Remuneration policy” which has alsobeen approved by the Board of Directors of the Company.

The “Nomination and Remuneration Committee” and this Policy shall be in compliance with Section 178 of theCompanies Act, 2013 read along with the applicable rules thereto and revised Clause 49 of the Listing Agree-ment.

3. Objective

The objective of this policy is to lay down a framework in relation to remuneration of Directors, Key ManagerialPersonnel and Senior Management personnel. The Key objective of the committee would be:

To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel andSenior Management.

To recommend to the Board the Remuneration payable to the Directors, Key Managerial Personnel andSenior Management personnel.

To evaluate the performance of the members of the Board and provide necessary report to the Board forfurther evaluation of the Board.

4. Applicability

This policy is applicable to Directors, Key Managerial Personnel and Senior Management.

5. Definitions

Board means the Board of Directors of the Company.

Company means Brahmaputra Infrastructure Limited.

Director means Directors of the Company.

Policy means “Nomination and Remuneration policy” as amended from time to time.

Committee means “Nomination and Remuneration Committee”.

Key Managerial Personnel means

Managing Director or Chief Executive Officer or a Manager or a Whole-time director

Chief Financial Officer

Company Secretary

such other officer as may be prescribed

Senior Management means personnel of the company who are members of its core management team ex-cluding the Board of Directors, comprising all members of the management one level below the ExecutiveDirectors including Functional Heads.

Executive Director/Managing Director means a Director who is in the whole time employment of the Com-pany and includes a Whole time Director.



Nomination & Remuneration Committee means the Committee of the Board constituted as such under theprovisions of section 178 of the Companies Act, 2013 and as per the revised Clause 49 of the Listing Agree-ment.

Non-Executive Director means a Director who is not in the whole time employment of the Company andincludes an Independent Director.

Independent Director means a Director referred to in section 149 of the Companies Act, 2013 and as per therevised Clause 49 of the Listing Agreement.

6. Interpretation

The terms that have not been defined in this policy shall have the same meaning as assigned to them in theCompanies Act, 2013, Listing Agreement and/or any other rules/laws/ regulations as amended from time totime.

7. Role and Duties of the Committee

The Role and Duties of the committee inter alia will be as follows:

To recommend to the Board the appointment and removal of Directors, Key Managerial Personnel andSenior Management.

To recommend to the Board the Remuneration payable to the Directors, Key Managerial Personnel andSenior Management personnel.

To formulate a criteria for determining qualifications, positive attributes and independence of a Directorand to recommend to the Board the Policy relating to remuneration for Directors, Key Managerial Person-nel and Senior Management.

Formulate criteria for evaluation of the Independent Directors and the Board.

To carry out evaluation of every Director’s performance.

Ensure that level and composition of remuneration is reasonable and sufficient, the relationship of remu-neration to performance is clear and meets appropriate performance benchmarks.

To retain, motivate and promote talent and to ensure long term sustainability of talented managerialpersons and create competitive advantage.

Identify persons who are qualified to become Directors and who may be appointed in Senior Managementin accordance with the criteria laid down in this policy.

To ensure that as per the prevailing HR policy of the Company there is an appropriate induction programfor newly appointed Key Managerial Personnel new Senior Management personnel.

To provide the Key Managerial Personnel and Senior Management personnel with reward based fixedand incentive pay which is directly linked to their efforts, performance, dedication, achievement and op-erations of the Company.

To recommend to the Board the appointment, removal and the remuneration payable to a relative of aDirector.

To assist the Board in fulfilling its responsibilities.

To perform such other functions as may be necessary or appropriate for the performance of its duties.

8. Membership / Constitution of the Committee

The Committee shall comprise of at least three (3) Directors, all of whom shall be Non-Executive Direc-tors and at least half shall be Independent.

The Chairman of the Committee shall be an Independent Director.

The Chairperson of the Company (whether executive or non-executive) may be appointed as a Memberof the Committee but shall not Chair the Committee.



In the absence of the Chairman, the members of the Committee present at the meeting shall choose oneamongst them to act as the Chairman.

The Board shall reconstitute the Committee as and when required to comply with the provisions of theCompanies Act, 2013, Listing Agreement and any other applicable statutory requirement.

9. Quorum

Minimum two (2) Directors will constitute a quorum for the Committee meeting.

10. Appointment and Removal of Directors, Key Managerial Personnel and Senior Management

11.1 Selection of Directors, key Managerial Personnel and Senior Management

The selection of Directors can be made in any of the following ways:

on recommendation of the Chairman or any other Director

by way of recruitment from outside

by way of selection from the data bank of Independent Directors maintained by the Government

from within the Company hierarchy.

The selection of Key Managerial Personnel and Senior Management can be made in any of the following ways:

by way of recruitment from outside

from within the Company hierarchy

or any other way as governed by the prevailing HR. Policy.

11.2 Appointment Criteria and Qualifications:

The person should possess adequate qualification, expertise, skills and experience for the position he /she is considered for appointment. The Committee has the discretion to decide whether qualification,expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.

Before appointment, the Company shall identify and ascertain the integrity, qualification, expertise andexperience of the person for appointment as Director, Key Managerial Personnel and Senior Manage-ment Personnel.

The Committee shall approve the remuneration as well as the appointment, made by the HR Department/Company of the Senior Management personnel and put forward it the Board. The same shall be doneafter considering the integrity, qualification, expertise and experience of the person appointed.

The Committee may call and seek the help of the head of HR Department or any other Company Officialincluding the recommender or a Key Managerial Personnel while approving the appointment.

11.3 Term / Tenure

a) Managing Director/Whole-time Director/Executive Director/Manager:

The Company shall appoint or re-appoint any person as its Managing Director, Executive Chairman orExecutive Director or Whole Time Director for a term not exceeding five years at a time.

The Company shall not appoint or continue the employment of any person as Managing Director/ Execu-tive Chairman/ Whole-time Director/Manager who has attained the age of seventy years. Provided thatthe term of the person holding this position may be extended beyond the age of seventy years with theapproval of the shareholders by passing a special resolution based on the explanatory statement an-nexed to the notice for such motion indicating the justification for extension of appointment beyond sev-enty years.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years on the Board of theCompany and will be eligible for re-appointment on passing of a special resolution by the Company anddisclosure of such appointment in the Board’s report.



No Independent Director shall hold office for more than two consecutive terms, but such IndependentDirector shall be eligible for appointment after expiry of three years of ceasing to become an IndependentDirector. Provided that an Independent Director shall not, during the said period of three years, be ap-pointed in or be associated with the Company in any other capacity, either directly or indirectly.

c) Key Managerial Personnel and Senior Management:

The tenure and terms of appointment of Key Managerial Personnel and Senior Management will be as perthe prevailing HR. policy of the Company or as per the applicable provisions of the Companies Act 2013.

11.4 Evaluation

The Committee shall carry out evaluation of performance of every Director at regular interval (yearly).

11.5 Retirement

The Director, Key Managerial Personnel and Senior Management Personnel shall retire as per the appli-cable provisions of the Companies Act 2013 or as per the prevailing HR policy of the Company. They canbe retained in the same position/ remuneration or otherwise even after attaining the retirement age, for thebenefit of the Company.

11.6 Removal

Due to reasons for any disqualification/misconduct/fraud mentioned in the Act or under any other appli-cable Act, rules and regulations there under, the Committee may recommend, to the Board with reasonsrecorded in writing, removal of a Director, Key Managerial Personnel or Senior Management Personnelsubject to the provisions and compliance of the said Act, rules and regulations.

12. Remuneration of Directors, key Managerial Personnel and Senior Management

a) Remuneration to Managing Director/Whole-time Director/Executive Director/Manager:

The Remuneration/ Compensation/ Commission etc. to be paid to Director /Managing Director etc. shallbe governed as per provisions of the Companies Act, 2013 and rules made there under or any otherenactment for the time being in force.

b) Remuneration to Non- Executive / Independent Director:

The Non-Executive Independent Director may receive remuneration / compensation /commission as perthe provisions of Companies Act, 2013. The amount of sitting fees shall be subject to ceiling/ limits asprovided under Companies Act, 2013 and rules made there under or any other enactment for the timebeing in force.

c) Remuneration to Key Managerial Personnel and Senior Management:

The Remuneration/Compensation /Commission payable to the Key Managerial Personnel and SeniorManagement shall be as per the prevailing HR policy of the Company or as per the provisions of theCompanies Act, 2013 and rules made there under or any other enactment for the time being in force.

13. Review and Amendments

The Committee or the Board may review the policy as and when it deems necessary.

The Board of Directors or the Committee or the Company Secretary shall have the power to amend any ofthe provisions of this Policy, substitute any of the provisions with new provisions or replace this Policyentirely with a new Policy.



INDEPENDENT AUDITORS’ REPORTToThe Members,

BRAHMAPUTRA INFRASTRUCTURE LIMITEDNew Delhi

Report on the Financial Statements

We have audited the accompanying financial statements of BRAHMAPUTRA INFRASTRUCTURE LIMITED (“the Com-pany”), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statementfor the year then ended, and a summary of significant accounting policies and other disclosures.

Management’s Responsibility for the Financial Statements

The Company Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“theact”) with respect to the preparation of these financial statements that give a true and fair view of the financial position,financial performance and cash flows of the Company in accordance with the accounting principles generally accepted inIndia, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; making judgements and estimates that are rea-sonable and prudent; and design, implementation and maintenance of internal financial controls, that were operating effec-tively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation ofthe financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standard and matters which are requiredto be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. ThoseStandards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial state-ments. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material mis-statement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor consid-ers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair viewin order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing anopinion on whether the Company has in place an adequate internal financial controls system over financial reporting and theoperating effectiveness of such controls.. An audit also includes evaluating the appropriateness of accounting policies usedand the reasonableness of the accounting estimates made by Company’s Directors’, as well as evaluating the overallpresentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion onthe financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financialstatements give the information required by the Act in the manner so required and give a true and fair view in conformity withthe accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, its Lossand its cash flows for the year ended on that date.

Emphasis of Matters

We draw attention to the Note No.13.1 to the Financial Statements which describes about “ No Provision made for slowMoving “WIP” amounting to Rs.62.30 Crore.

Our Opinion is not modified in respect of this matter.



Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Government of Indiain terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure a statement on thematters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we report that:

a. we have sought and obtained all the information and explanations which to the best of our knowledge and beliefwere necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears fromour examination of those books;

c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are inagreement with the books of account;

d. in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section133 of the Act, read with Rule 7 of the Company (Accounts) Rules, 2014.

e. on the basis of written representations received from the directors as on March 31, 2015, and taken on record bythe Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as adirector in terms of Section 164(2) of the Act.

f. With respect to other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explana-tions given to us:

(i) The financial statement disclose the impact of pending litigation on the financial position of the company –refer para 1(c) to 1 (i) and 2(b) of Note 26(C).

(ii) The Company did not have any long-term contracts including derivative contracts for which there were anymaterial foreseeable losses.

(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fundby the Company.

For A.B Bansal and CompanyChartered Accountants

Firm Regn No. 010538N

A.B. BansalPlace: New Delhi PartnerDated : 30.05.2015 M.No. 84628



ANNEXURE TO THE AUDITORS’ REPORT OF EVEN DATERe: BRAHMAPUTRA INFRASTRUCTURE LIMITED

I. The Company has maintained proper records showing full particulars including quantitative details and situation offixed assets, However due to frequent movement of fixed assets – movable construction equipments from site to site,actual location of such assets has not been mentioned in the records. Significant Portion of Fixed Assets have beenphysically verified by the management during the period ,which in our opinion is reasonable having regard to the sizeof the Company and nature of its business. No material discrepancies were noticed on such physical verification.

II. As per information and explanations given to us, the inventories and construction materials at company’s sites whichinclude work in progress, have been physically verified by the management once in a year for each site. Shortage /Excess on the basis of physical verification have been duly accounted for in books of accounts which were not mate-rial, However no provision is being made for slow moving work in progress. In our opinion and according to theinformation and explanations given to us, the procedure of physical verification of inventories followed by the manage-ment is reasonable and adequate in relation to size of the Company and the nature of its business. The Company ismainly engaged in business of construction. In view of multifarious jobs at different sites spread at different locationsand practical difficulties, records of inventory have been maintained in ERP System and consumption booked onquarterly basis.

III. (a) According to the information & explanation given to us, the company has granted interest free unsecured loans toFour Companies (All Subsidiaries) and also to one Associate Company covered in the registered maintained u/s189 of the Companies Act .The maximum amount involved during the year was Rs 1938.25 Lacs in respect ofsubsidiaries and Rs 10 lacs in respect of associate company and year end balance of the loans granted tosubsidiaries were Rs. 1927.17 Lacs and to Associate was NIL .

(b) The parties wherever applicable are regular in repayment of principal amounts and interest as stipulated. (c) Not Applicable as there is no overdue amount.

IV. In our opinion and according to the information and explanations given to us, there are adequate internal controlsystem commensurate with the size of the company and the nature of its business with regard to purchases of inven-tories and Fixed Assets and for construction receipt and services. During the course of our audit, we have not observedany continuing failure to correct major weaknesses in internal control system.

V. In our opinion and according to the information and explanations given to us, the company has not accepted anydeposits hence provisions of sections 73 to 76 or any other provision of the Companies Act and rules framed thereun-der, , are not applicable.

VI. The Maintenance of Cost Records has been prescribed by the Central Govt. under section 148(1) of the CompaniesAct, 2013 vide Companies (Cost Records and Audit) Rules , 2014 and we are of the opinion that prima facie theprescribed records were made and maintained.

VII. (a) In the Year under report, The company is not regular in depositing with appropriate authorities undisputed statu-tory dues such as Service tax, TDS, Sales Tax and PF etc. dues wherever applicable on it.According to the information and explanations given to us, the detail of undisputed amounts payable in respect ofService Tax , sales tax, TDS etc. in arrears, as at 31st March, 2015 for a period of more than six months from thedate of they became payable is as under;

Nature of Amount Amount Outstanding as on 31st March, 2015for More than 6 Months from the date become payable

Service Tax Rs. 329.01 Lacs

TDS Rs. 96.18 Lacs

Interest on TDS Payable Rs. 119.69 Lacs

Interest on Service Tax Payable Rs. 17.34 Lacs

Vat / Entry Tax / WCT Rs. 179.32 Lacs

Provident Fund and Prof. Tax Rs. 2.06 Lacs



(b) According to the information and explanation given to us, there are no dues of sales tax, income tax, customsduty, wealth tax, excise duty and cess which have not been deposited on account of any dispute except in respectof the following disputed liabilities pending for adjudication at different appellate authorities ;

Name of the Nature of the dues Amountstatute (Rs in Lacs)

Assam Vat Act Vat Liability for Spanish Garden Project 47.87

UP Vat Act Vat Liability for Lucknow Project/Penalty for Non Submission of C Form 269.31

Service Tax Service tax Demand including penalty raised by Service tax Department 1661.66

Income Tax Demand including interest u/s 153A/143(3), raised by Income Tax Department 515.83

Income Tax Penalty for late filing of TDS returns 3.50

Income Tax Demand for Penalty 0.70

(c) According to the information and explanation given to us, No amount is required to be transferred to investoreducation and protection fund in accordance with the relevant provision of the Companies Act, 1956 (1 of 1956)and rules made there under.

VIII. In our opinion, the company has no accumulated losses at the end of the year. The company has incurred cash lossesduring the financial year of Rs 1555.15 Lacs covered by our audit and also Rs 358.02 Lacs in the immediately preced-ing financial year.

IX. As per Books and Records maintained by the company and according to the information and explanations given to us,the company has defaulted in repayment of dues to a financial institution and banks. Such continuing default as onbalance sheet date were of Rs. 1351.48 Lacs as reported in note no. 3.2 to financial statements.

X. According to the information and explanations given to us, the Company has given bank guarantees for and on behalfof its Joint Ventures. Considering the nature and volume of business, in our opinion the term and conditions on whichsuch guarantees given are prima-facie not prejudicial to the interest of the Company.

XI. Under implementation of “Restructuring Approval under CDR System” Some portion of borrowings from banks includ-ing BG invocation got converted into “Term Loans” under name & style as “Working Capital Term Loan / FundedInterest Term Loan.

XII. In our opinion and according to the information and explanations given to us by the management which have beenrelied upon by us, no fraud on or by the company has been noticed or reported during the year.

For A.B Bansal and CompanyChartered Accountants

Firm Regn No. 010538N

A.B. BansalPlace: New Delhi PartnerDated : 30.05.2015 M.No. 84628



BALANCE SHEET AS AT 31ST MARCH, 2015 Rupees Rupees

Particulars Note No.31-03-2015 31-03-2014

I. EQUITY AND LIABILITIESShareholder’s funds(a) Share Capital “1” 428,984,000 290,184,000(b) Reserve & Surplus “2” 973,622,205 1,234,354,374Non-current liabilities(a) Long-term Borrowings “3” 1,901,432,342 723,156,388(b) Deferred tax liabilities (Net) 70,236,000 142,296,000(c) Other Long-term liabilities “4” 1,135,602,387 1,413,551,987(d) Long-term Provision “5” 11,925,076 10,995,391Current liabilities(a) Short-term borrowings “6” 1,399,737,469 2,386,588,115(b) Trade payables 676,347,283 940,206,606(c) Other current liabilities “7” 653,395,400 563,702,748(d) Short-term Provision “8” 825,106 888,205

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 7,252,107,268 7,705,923,814

======================================= =====================================II. ASSETS

Non-current assets(a) Fixed Assets “9”

(i) Tangible assets 808,506,272 952,591,438(ii) Intangible assets 4,303,611 4,417,311(iii) Capital Work in Progress - 25,459,906

------------------------------------------------------------------ ---------------------------------------------------------------Total 812,809,883 982,468,655

======================================= =====================================(b) Non-Current investment “10” 334,917,557 256,518,463(c) Long term Loans & Advances “11” 398,082,417 481,723,641(d) Other non-current assets “12” 1,073,144,287 1,009,591,516Current assets(a) Inventories “13” 3,178,194,531 3,147,703,056(b) Trade receivables “14” 978,456,273 1,312,927,713(c) Cash & Bank Balance “15” 54,699,376 106,504,376(d) Short-term loans and advances “16” 421,802,944 408,486,394

------------------------------------------------------------------ ---------------------------------------------------------------Total 4,633,153,124 4,975,621,539

======================================= =====================================------------------------------------------------------------------ ---------------------------------------------------------------

TOTAL 7,252,107,268 7,705,923,814======================================= =====================================

Significant Accounting Policies and Other Disclosures “26”

NOTE 1 to 16 and 26 form an integral part of the Balance sheet

In terms of our attached audit report of even date

For A.B. BANSAL AND COMPANY For and on behalf of Board of DirectorsCHARTERED ACCOUNTANTSFirm Regn. No. : 010538N

A.B. BANSAL Sanjeev Kumar PrithaniPARTNER (Joint Managing Director)M. No. 84628

Place : New Delhi Vivek Malhotra Pankaj Goyal (Rajesh Singh)Date : 30.05.2015 (Company Secretary) (VP - Finance & Accounts) (Whole Time Director)



STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2015Rupees Rupees

Particulars Note No.2014-15 2013-14

I. Revenue from Operations “17” 2,762,214,918 2,567,060,469

II. Other Income “18” 16,620,120 12,232,683------------------------------------------------------------------ ---------------------------------------------------------------

TOTAL 2,778,835,038 2,579,293,152======================================= ====================================

III. Expenses:

Cost of Material Consumed “19” 591,290,144 764,676,610

Changes in inventories of work-in-progress “20” (109,314,275) (141,328,995)

Staff Cost “21” 128,652,108 169,054,211

Financial costs “22” 445,279,115 447,076,936

Depreciation “9” 165,549,358 244,790,453

Other Expenses “23” 1,796,669,567 1,376,084,648------------------------------------------------------------------ ---------------------------------------------------------------

Total Expenses 3,018,126,017 2,860,353,863======================================= ====================================

IV. Profit/(Loss) before exceptional and extraordinary item and tax (I+II-III) (239,290,979) (281,060,711)

V. Exceptional Items “24” 76,934,626 -

VI. Profit/(Loss) before extraordinary item and tax (IV-V) (316,225,605) (281,060,711)

VII. Extraordinary item - -

VIII. Profit/(Loss) before tax (VI-VII) (316,225,605) (281,060,711)

IX. Tax expenses

Current Tax 5,600,000 -

Deferred Tax (72,060,000) (74,576,000)

Prior Period Income Tax - 289,332

Profit After Tax from continuing Operations (249,765,605) (206,774,043)

X. Earning Per equity share: “25”

Basic Earning per Share (8.61) (7.13)

Dilluted Earning per Share (8.61) (7.13)


NOTE 17 to 25 & 9 and 26 form an integral part of the Statement of Profit & Loss







CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015

Rupees RupeesParticulars

2014-15 2013-14

A Cash Flow from Operating ActivitiesProfit Before Tax (239,290,979) (281,060,711)Adjustment for:Depreciation 165,549,358 244,790,453Interest paid ( Net of Interest received on FDR) 439,036,248 439,028,690Loss / (Profit) on sale of Assets (Net) - 712,527Misc. exp. Written off 756,873 756,873Dividend Income received (1,560) (12,840)

------------------------------------------------------------------ ---------------------------------------------------------------B. Operating Profit before Working Capital changes 366,049,940 404,214,992C. Changes in Working Capital (Excluding Cash & Bank Balance)

(Increase) / Decrease in Trade and other Receivables 382,217,375 (61,263,215)(Increase) / Decrease in Inventories (30,491,475) (343,296,152)Increase / (Decrease) in Trade Payables and other Liabilities (137,927,995) 73,409,670

------------------------------------------------------------------ ---------------------------------------------------------------D. Cash Generated from Operations (B+C) 579,847,845 73,065,295E. Less : Taxes paid 47,165,905 52,116,477F. Net Cash flow before Exceptional / Extraordinary Items (D-E) 532,681,940 20,948,818

Less : Exceptional / Extraordinary Items [(profit)/Loss] 76,934,626 -Net Cash from Operating Activities 455,747,314 20,948,818

G. Cash Flow from Investing ActivitiesPurchase of Fixed Assets (6,857,151) (45,784,058)Sale / Adjustments of Assets - 6,956,430Dividend received 1,560 12,840(Increase) / Decrease in Investments in Subsidiary/Associates 100,000 -(Increase) / Decrease in Investments in Joint Ventures (78,499,092) 29,742,544

------------------------------------------------------------------ ---------------------------------------------------------------Net Cash used in Investing Activities (85,254,683) (9,072,244)

------------------------------------------------------------------ ---------------------------------------------------------------H. Cash Flow From Financing Activities

Proceeds from / Repayment of Long Term borrowings/Other Long Term Liability 864,954,263 (191,832,860)Proceeds from / Repayment of Short Term borrowings (986,850,646) 598,759,612(Increase) / Decrease in Auth. Share Capital & Share Issue Exp. (165,000) (944,640)Interest paid ( Net of Interest received ) (439,036,248) (439,028,690)Proceeds from Issue of Prefrerence Share Capital 138,800,000 -

------------------------------------------------------------------ ---------------------------------------------------------------Net Cash Flow from Financing Activities (422,297,631) (33,046,578)

------------------------------------------------------------------ ---------------------------------------------------------------I. Net Increase/(Decrease) in Cash and Cash Equivalents (F+G+H) (51,805,000) (21,170,004)

Cash and Cash Equivalents at the beginning of the year 106,504,376 127,674,380------------------------------------------------------------------ ---------------------------------------------------------------

Cash and Cash Equivalents at the end of the year 54,699,376 106,504,376============================================== =====================================







NOTE FORMING PART OF THE ACCOUNTS : 31ST MARCH, 2015

Rupees RupeesPARTICULARS

31-03-2015 31-03-2014

NOTE-1 : SHARE CAPITALAUTHORIZED SHARE CAPITAL

3,00,00,000 Equity Share of Rs.10/- each 300,000,000 330,000,000------------------------------------------------------------------ ---------------------------------------------------------------

(Previous Year 33,000,000 Equity Share of Rs.10/- each)

1,40,00,000 Preference Share of Rs.10/- each 140,000,000 ------------------------------------------------------------------- ---------------------------------------------------------------

(Previous Year - Nil)

ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL

EQUITY SHARES

2,90,18,400 Equity Shares of Rs. 10/- Each fully paid up 290,184,000 290,184,000------------------------------------------------------------------ ---------------------------------------------------------------

(Previous Year 2,90,18,400 Equity Shares of Rs. 10/- each

fully paid up, Including 1,40,18,400 equity shares issued pursuant )

to scheme of amalgamation alloted on 28th March 2013)

PREFERENCE SHARES

1,38,80,000 (0.01%) Cummulative Reedemable Preference Shares

of Rs. 10 Each Fully Paid up ( Previous Year - Nil) 138,800,000 ------------------------------------------------------------------- ---------------------------------------------------------------

TOTAL 428,984,000 290,184,000======================================= =====================================

1.1 DETAIL OF SHAREHOLDERS HOLDING MORE THAN 5% EQUITY SHARES IN THE COMPANY

As at As atClass of Shares / Name of Shareholders 31st March 2015 31st March 2014

No. of % of No. of % ofShares held Holding Shares held Holding

EQUITY SHARES

M.L.Singhi & Associates Pvt. Ltd 5,461,475 18.82 5,461,475 18.82

Brahmaputra Finlease Pvt. Ltd. 3,920,819 13.51 3,080,819 10.62

Sanjeev Kumar Prithani 1,481,534 5.11 1,481,534 5.11

Brahmaputra Holdings Pvt. Ltd. 3,339,161 11.51 3,339,161 11.51

Suresh Kumar Prithani 1,699,983 5.86 2,539,983 8.75

CUMULATIVE REDEEMABLE PREFERENCE SHARES

M.L.Singhi & Associates Pvt. Ltd 4,080,000 29.39 Nil Nil

Brahmaputra Finlease Pvt. Ltd. 9,800,000 70.61 Nil Nil

1.2 RECONCILIATION OF NUMBER OF EQUITY SHARES OUTSTANDING IS SET OUT BELOW

Particulars No. of Shares No. of Shares

Number of Shares outstanding at the beginning of the year 29,018,400 29,018,400

Add : Number of Shares Issued During the year - -

Less: Number of Shares bought back during the year - -

Number of Shares outstanding at the end of the year 29,018,400 29,018,400



1.3 RECONCILIATION OF NUMBER OF PREFERENCE SHARES OUTSTANDING IS SET OUT BELOW


Number of Shares outstanding at the beginning of the year - -Add : Number of Shares Issued During the year 13,880,000 -


Number of Shares outstanding at the end of the year 13,880,000 -

1.4 BONUS SHARES ISSUED IN LAST 5 (FIVE) PRECEDINGS YEARS NIL NIL

NOTE-2: RESERVE & SURPLUSSecurity Premium

Balance as per Last Financial Statement 269,832,140 269,832,140------------------------------------------------------------------ ---------------------------------------------------------------

269,832,140 269,832,140------------------------------------------------------------------ ---------------------------------------------------------------

General Reserve

Balance as per Last Financial Statement 914,908,000 914,908,000

Less: Depreciation tranferred to Reserve ( As per Sch -II of Co. Act. 2013) 10,966,564------------------------------------------------------------------ ---------------------------------------------------------------

903,941,436 914,908,000------------------------------------------------------------------ ---------------------------------------------------------------

Profit & Loss Account

Balance as per Last Financial Statement 49,614,234 256,388,277

Add: Profit/(Loss) for the Year (249,765,605) (206,774,043)

Less: Transferred to General Reserve - -

(200,151,371) 49,614,234------------------------------------------------------------------ ---------------------------------------------------------------

TOTAL 973,622,205 1,234,354,374======================================= ======================================================================================================================================================================================

NOTE-3: LONG-TERM BORROWINGSSecuredTerm Loans: Equipments Non Current Current Non Current Current

- From Banks 866,463 23,712,593 13,696,521 29,344,215

- From Others 109,313,784 281,877,785 305,429,866 242,723,507

(Secured against hypothecation and First Charge of Equipment &Machinery, Exclusive Charge on Land at Guwahati in the name of theone Associate Co., Equitable Mortgage of Property situated atBrahmaputra Industrial Park in the name of the co. & Personal guaranteeof Promoter Directors, Carrying Interest rate between 9.00% to 15.16%)

Term Loans: City Centre - Shopping Mall

- From Allahabad Bank 409,458,091 62,993,552 404,030,000 -

(Secured against exclusive first charge on entire movable and immovablefixed assets of the project & charge on land (in the name of JV partner)


31-03-2015 31-03-2014



of such project, & personal guarantee of promoters/directors and landowners, Carrying Interest rate base rate plus 1.50% )

Working Capital Term Loans ( WCTL)From Banks ( Refer Note 3.3) 1,141,184,182 17,378,440 - -

Funded Interest Term Loans ( FITL ) From Banks ( Note 3.3) 240,609,822 3,664,110-------------------------------------------------------------- -------------------------------------------------------------- --------------------------------------------------------- ---------------------------------------------------------

Total Long Term Borrowings 1,901,432,342 389,626,480 723,156,388 272,067,722============================================================================== ==============================================================================

3.1 Maturity / Repayment Profile of Term Loan from Bank & Others 1-2 2-3 >3

Particulars of Loan

Repayment to Bank - Term Loan Equipments 694,952 171,511 -

Repayment to Others - Term Loan Equipments 109,313,784 -

Repayment of Term Loan - City Centre Shopping Mall 125,987,105 125,987,105 157,483,881

Repayment to Bank - WCTL 57,928,131 86,892,196 996,363,855

Repayment to Bank - FITL 45,190,679 48,854,786 146,564,357-------------------------------------------------------------- -------------------------------------------------------------- ---------------------------------------------------------

339,114,651 261,905,598 1,300,412,093===================================== ===================================== =====================================

3.2 DETAIL OF OVERDUE INSTALMENTS AND INTEREST

Overdue Overdue Overdue OverduePrincipal as on Interest as Principal as Interest as

31st March 2015 on 31st on 31st March on 31stMarch 2015 2014 March 2014

Particulars of Loan

- From Banks 10,889,901 21,696,319 5,170,511 8,344,414

- From Others 85,819,360 16,742,941 34,982,344 19,478,489--------------------------------------------------------------- --------------------------------------------------------------- ------------------------------------------------------------------- -----------------------------------------------------------------

96,709,261 38,439,260 40,152,855 27,822,903======================================= ======================================= ======================================= =======================================

3.3 All Long Term and Short Term Borrowings from " Banks" were restructured with cut off date as on 01st March 2014under RBI " Corporate Debt Restructuring Mechanism" vide letter of approval dt. 17th December 2014. The same hasbeen implemented by the participating banks except " HDFC Bank" and same have been duly accounted for in thebooks of accounts.

- Primary Security

1st Pari-passu charge on all the current assets (present/future) except current assets of City centre shopping mall projectwhich is exclusively charged to Allahabad bank for term loan of Rs. 60.00 Crores.

1st pari-passu charge on fixed assets of company (except fixed assets exclusively charged with Allahabad Bank for shoppingmall term loan and equipments exclusively charged with equipment lenders).

- Collateral Security:

First pari-passu charge with all consortium banks on the following immovable properties:-

- Land & Building at A-7, Mahipalpur, Delhi. ( Jointly owned by Co. and one other Associate Company)

- Office premises at 401, 4th floor, Royal Plaza, GS Road, Guwahati in the name of the Associate Company

- Central Workshop, Parking Bay and Industrial Land situated at Brahmaputra Industrial Park, Village Sila, District Kamrup,Assam.

- Banarsai Devi Bhawan, Railway Road, Deedwana, District Nagour, Rajasthan in the name of relative of Promoter

- First pari-passu charge on furniture and fixtures at A-7, Mahipalpur, Delhi.

- Hypothecation of other plant and machinery on subservient charge basis for consortium.

Common Securities (Excluding Equipment Lenders):


31-03-2015 31-03-2014



Personal Guarantee of Mr. Manoj Kumar Prithani, Mr. Sanjeev Kumar Prithani, Mr. Suresh Kumar Prithani, Mr. SanjayKumar Mozika and Mr. Suneet Kumar Todi.

Corporate Guarantee of M/s Brahrnaputra Promoters and Planners Pvt. Limited and M/s Brahmaputra Projects Pvt. Limited.Promoters and promoter group to pledge their entire unencumbered shareholding in favour of lenders. In case the companywants to bring in strategic investor in future, the Lenders to permit release of the shares pledged to the extent that the totalpledge of promoter shareholding is not less than 51% at all times.In Terms of Sanction of CDR package 100% Shareholding of promoters have been pledged , however the same is yetto be confirmed by the registrar and Transfer Agent.

Rate of InterestRate of Interest as per CDR Sanction is 10.75%.p.a (floating) linked to base rate of convener (Indian Overseas Bank),with a right to reset after every 2 years.

NOTE-4: OTHER LONG TERM LIABILITYAdvances from CustomersSecured

(Secured against Bank Guarantees)i) From Related parties 368,424,439 602,915,457ii) From Others 569,644,231 644,707,269

Unsecuredi) From Others 21,196,856 24,964,492SD/Retention/ Withheld from Sub-contractor

Unsecuredi) From Related parties 20,684,378 22,135,658ii) From Others 155,652,483 118,829,111

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 1,135,602,387 1,413,551,987

======================================= ======================================================================================================================================================================================

NOTE-5: LONG TERM PROVISIONTerm Loans: Equipments Non Current Current Non Current CurrentProvision for Gratuity 9,308,309 469,706 8,643,161 495,170Provision for Leave Encashment 2,616,767 355,401 2,352,230 393,035

--------------------------------------------------------------- --------------------------------------------------------------- ------------------------------------------------------------------- -----------------------------------------------------------------11,925,076 825,107 10,995,391 888,205

======================================= ======================================= ======================================= =======================================NOTE-6: SHORT-TERM BORROWINGSSecured

LOANS REPAYABLE ON DEMANDWorking Capital Facilities from Banks (for Terms refer Note 3.3 )- Cash Credit Facilities 1,357,813,734 2,004,236,950- Demand Loans from Banks - 312,879,654VENDOR FACTORING- India Factoring Finance & Solutions P. Ltd - 63,864,511Secured against Bank Gurantees carrying Discounting Rate of 12.60%

Unsecured-Inter Corporate deposits from Related Parties 29,923,735 5,607,000-Inter Corporate deposits from Others 12,000,000 -(Carrying interest rate of 12%.)

------------------------------------------------------------------ ---------------------------------------------------------------1,399,737,469 2,386,588,115

======================================= ======================================================================================================================================================================================


31-03-2015 31-03-2014



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31-03-2015 31-03-2014

NOTE-7: OTHER CURRENT LIABILITIES

Expenses Payable 37,869,529 49,023,839

Advances Received 60,757,870 115,214,635

Statutory Liabilities 111,168,065 86,068,798

Bonus Payable 13,949,783 12,214,096

Directors Remuneration Payable 983,695 704,660

Other Liabilties (Credit Cards) 153,189 138,566

Interest Accrued and due on Term Loan From Banks 21,696,319 8,344,414

Interest Accrued and due on Term Loan From Others 16,742,941 19,478,489

Current maturities of long-term debt (Refer Note No.3) 389,626,480 272,067,722

Unclaimed Dividend 447,529 447,529------------------------------------------------------------------ ---------------------------------------------------------------

653,395,400 563,702,748======================================= ======================================================================================================================================================================================

NOTE-8: SHORT TERM PROVISIONS

Provision for Gratuity (Refer Note No.5) 469,706 495,170

Provision for Leave Encashment (Refer Note No.5) 355,400 393,035------------------------------------------------------------------ ---------------------------------------------------------------

825,106 888,205======================================= ======================================================================================================================================================================================

NOTE-10: NON CURRENT INVESTMENTUnquoted (at cost)

In Subsidiaries :

- Brahmaputra Concrete (P) Ltd 4,575,000 4,575,000

(457,500 Equity Shares (Previous Year - 457,500 Equity Shares)of Rs 10/- each fully paid up)

- Brahamputra Concrete (Bengal) (P) Ltd. 1,100,000 1,100,000


- Brahmaputra Property Management Services (P) Ltd 62,560,000 62,560,000

(62,56,000 Equity Shares (Previous Year - 62,56,000 Equity Shares)of Rs 10/- each fully paid up)

-Brahmaputra Industrial Park (P) Ltd 80,000 80,000

(8,000 Equity Shares (Previous Year - 8000 Equity Shares )of Rs 10/- each fully paid up)

-Brahmaputra Real Estates (P) Ltd. 100,000 100,000

(10,000 Equity Shares (Previous Year - 10000 Equity Shares)of Rs 10/- each fully paid up)

-Brahmaputra Warehousing (P) Ltd. - 100,000

(Nil Equity Shares (Previous Year - 10000 Equity Shares)of Rs 10/- each fully paid up)

In Associates :

- Investment in Meghalaya Infratech Ltd. 32,725,000 32,725,000




In Others

- Union Bank of India 19,200 19,200

(1,200 No of Equity Shares of Rs 10/- each fully paid up)

Market Value as at 31.03.2015 Rs.1,88,040/- (Previous Year - Rs.1,64,640/-)

Other Trade Investments

- Capital in Joint Ventures 233,758,357 155,259,263------------------------------------------------------------------ ---------------------------------------------------------------

TOTAL 334,917,557 256,518,463======================================= ======================================================================================================================================================================================

NOTE-11: LONG TERM LOANS & ADVANCES(Unsecured, Considered Good)

Security Deposit 8,633,001 84,600,001

Long term loan / Advances to Related Parties

- to Subsidiaries Companies 192,717,163 192,131,387

- to Associates Companies 8,500,000 8,500,000

Long term loan/ Advances to Others (Net of Provisions) 188,232,253 272,632,253------------------------------------------------------------------ ---------------------------------------------------------------

398,082,417 481,723,641======================================= ======================================================================================================================================================================================

NOTE-12: OTHER NON CURRENT ASSETS(Unsecured, Considered Good)

Retention/ Witheld By Clients 750,503,011 691,054,061

(Including FDR of Rs. 1,22,75,000/- )

Earnest Money Deposit 13,099,790 11,694,810

(Including FDR of Rs. 57,95,100/- )

Claims Receivables 307,962,805 304,687,770

Misc Exp (to the extent not W/o or adjusted) 1,578,681 2,154,875------------------------------------------------------------------ ---------------------------------------------------------------

1,073,144,287 1,009,591,516======================================= ======================================================================================================================================================================================

NOTE-13: INVENTORIES [AT COST]EPC

- Work In Progress 2,019,757,103 1,910,442,828

- Building Material 272,597,400 285,212,797

(Including Goods in transit Rs.91,090/- (Previous Year -Rs.26,64,986/-))

- Stores & Spares 43,414,867 57,567,294

Real Estate

- Finished 31,718,230 197,944,322

- Work In Progress 810,706,931 696,535,815------------------------------------------------------------------ ---------------------------------------------------------------

TOTAL 3,178,194,531 3,147,703,056======================================= ======================================================================================================================================================================================

13.1 - Work in Progress ( WIP ) Inventory includes a sum of Rs. 62.30 Crores identified as " Slow Moving" by the Management,but no provision has been made in the books of accounts as the management is hopefull to encash / recover the same in duecourse.


31-03-2015 31-03-2014




31-03-2015 31-03-2014

NOTE-14: TRADE RECEIVABLES(Unsecured, Considered Good)

From JVs

i) Debts outstanding for a period exceeding six months 210,903,718 173,665,156

ii) Debts outstanding for a period less than six months 65,164,052 58,778,062

From Associates


ii) Debts outstanding for a period less than six months 1,591,229 -

From Others


ii) Debts outstanding for a period less than six months 146,981,959 178,216,735------------------------------------------------------------------ ---------------------------------------------------------------

TOTAL 978,456,273 1,312,927,713======================================= ======================================================================================================================================================================================

NOTE-15: CASH & BANK BALANCECash & Cash Equivalents

Cash in Hand 18,339,258 10,113,179

Balances with Scheduled bank in Current Account

Earmarked for Unpaid Dividend 447,529 447,529

Others 12,722,377 24,484,155

Others Bank Balances

Balances with Banks in FDR Accounts 23,190,212 71,459,513

(including Interest Accrued thereon)

(Pledge with Banks as Security against BGs and LCs )

(Including Rs.47,42,379/- Having maturity after one Year(Previous Year Rs.1,70,45,254/-)

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 54,699,376 106,504,376

======================================= ======================================================================================================================================================================================

NOTE-16: SHORT-TERM LOANS & ADVANCES(UNSECURED,CONSIDERED GOODS)

Advance For Land (Kolkatta) 4,561,924 4,561,924

Prepaid Exp. 12,752,730 25,059,814

Insurance Claim Receivable 1,131,333 1,899,998

Indirect Tax Balances / recoverable / Credits 155,934,393 103,403,575

Advance Income Tax & TDS (Net of Provision of Income Tax)) 219,032,072 177,466,167

Other Receivable

-From Others 28,390,492 96,094,916------------------------------------------------------------------ ---------------------------------------------------------------

TOTAL 421,802,944 408,486,394======================================= ======================================================================================================================================================================================




31-03-2015 31-03-2014

NOTE-17: REVENUE FROM OPERATIONSCivil Contracts / Projects 2,417,499,882 2,343,822,141

Real Estate 343,838,647 148,017,827

Prior Period Income 876,389 12,267,078

Claims on excalations & others - 62,953,423------------------------------------------------------------------ ---------------------------------------------------------------

TOTAL 2,762,214,918 2,567,060,469======================================= ======================================================================================================================================================================================

NOTE-18: OTHER INCOMEDividend Received 1,560 12,840Profit/(Loss) from Joint Ventures (2,717,309) 3,445,209Misc Income 266,619 528,039Interest Received on FDR 6,242,867 8,006,595Liabilities no longer required hence written back 12,826,383 -Rent Received - 240,000

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 16,620,120 12,232,683

======================================= ======================================================================================================================================================================================

NOTE-19: COST OF MATERIAL CONSUMEDRaw Material Consumed 591,290,144 764,676,610

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 591,290,144 764,676,610

======================================= ======================================================================================================================================================================================

NOTE-20: CHANGES IN INVENTORIES OF WORK IN PROGRESSWIP at close 2,019,757,103 1,910,442,828

Less: WIP at Commencement 1,910,442,828 1,769,113,833------------------------------------------------------------------ ---------------------------------------------------------------

(B-A) (109,314,275) (141,328,995)======================================= ======================================================================================================================================================================================

NOTE-21: STAFF COSTStaff Salary 115,808,944 153,644,295Directors' Remuneration Including Perks 4,291,066 9,367,769Bonus, Gratuity & Leave Encashment 2,907,479 2,313,658Recruitment Expenses 614,384 40,000Medical Reimbursement 439,666 572,864Contribution to Provident Fund etc. 766,863 629,543Employee's welfare 3,823,706 2,486,082

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 128,652,108 169,054,211

======================================= ======================================================================================================================================================================================

NOTE-22: FINANCE COSTSA) Interest Expenses

(i) On Borrowings/Advances 381,179,883 393,662,276(ii) On TDS late deduction/deposit 5,158,900 2,731,530(iii) Others 12,845,444 6,198,001

B) Other Borrowing Cost 46,094,888 44,485,129------------------------------------------------------------------ ---------------------------------------------------------------

TOTAL 445,279,115 447,076,936======================================= ======================================================================================================================================================================================




31-03-2015 31-03-2014

NOTE-23: OTHER EXPENSESDirect Expenses

Diesel & Lubricants consumed 76,457,002 105,537,094

Stores & Spares Consumed 66,459,689 48,561,204

Machinery Rental Charges (Net) 31,859,288 45,524,353

Entry Tax Paid 274,393 173,901

Freight & Cartage 6,519,930 13,566,701

Labour Charges (645,575) 443,595

Road Tax & Permit expenses 1,289,289 816,671

Survey/Lab Testing/ Exp 466,799 3,117,088

Security Exp at site 5,514,072 7,358,510

Site Operation Expenses 1,133,252,968 788,023,254

Taxi Hire Charges 3,852,851 5,852,236

Insurance expenses 16,397,730 23,442,865

Repairs & Maint. Machinery Exp 10,154,987 4,990,394

Works Contract Tax 76,080,313 78,315,183

Service tax paid 11,447,561 23,269,732

Real Estate - Cost of sale 266,359,813 98,286,727

Prior Period Expenses 7,203,415 22,041,858

Labour Cess 21,466,839 18,661,257------------------------------------------------------------------ ---------------------------------------------------------------

TOTAL : A 1,734,411,364 1,287,982,623======================================= ======================================================================================================================================================================================

Administrative Expenses

Advertisement & Publicity 687,529 3,613,228

Business promotion Exp 1,090,581 670,788

Director sitting fee 700,000 540,000

Wealth Tax 110,000 125,200

Property Tax 550,232 550,232

Professional Tax 15,183 64,830

Books & Periodicals 127,231 164,495

Filing Fees 83,405 75,473

(Profit)/Loss on Sale/ Transfer of Fixed Assets - 712,527

Office Expenses 3,022,786 4,391,843

Postage & Courier 441,696 522,901

Telephone Expenses 4,240,977 5,326,108

Printing & Stationery 1,177,706 1,827,294

Legal & Professional 7,097,290 8,710,074

Rent 8,151,986 10,007,194




31-03-2015 31-03-2014

Repair & Maintenance (Building) 246,673 161,124

Repair & Maintenance (Others) 701,550 554,931

Miscellaneous Expenses Written off 761,052 756,873

Tender Fee 315,728 2,023,423

Travelling & Conveyance (Others) 9,196,262 9,203,203

Travelling Expenses (Directors) 885,768 1,279,059

Vehicle Running Expenses 2,345,776 1,942,634

Festival Expenses 152,830 363,324

Donation 291,755 955,653

Other Administrative Expenses 6,173,089 2,446,056

Penalties 239,421 1,748,470

Sundry Balances written off 11,995,657 4,046,312

Bad Debts 500,979 13,731,464

Provision for Doubtfull debts - 10,632,254

AUDITORS REMUNERATIONS

Audit Fees 577,418 577,416

Tax Audit Fees 194,046 194,055

Other Matters 183,597 183,587------------------------------------------------------------------ ---------------------------------------------------------------

TOTAL : B 62,258,203 88,102,026======================================= ======================================================================================================================================================================================

TOTAL : A+B 1,796,669,567 1,376,084,649======================================= ======================================================================================================================================================================================

NOTE-24: EXCEPTIONAL ITEMSLoss on Foreclosure of Project 76,934,626 -

------------------------------------------------------------------ ---------------------------------------------------------------

76,934,626 -======================================= ======================================================================================================================================================================================

NOTE-25: EARNING PER SHARE (EPS)Net profit after tax as per Statement of Profit & Loss attributable to- (249,765,605) (206,774,045)

- Equity Share Holder

Weighted Average number of equity shares used as

denominator for calculation of Basic EPS 29,018,400 29,018,400

Basic Earnings Per Share (8.61) (7.13)

Weighted Average number of equity shares used as 29,018,400 29,018,400

denominator for calculation of Diluted EPS

Diluted Earnings Per Share (8.61) (7.13)

Face value per Equity share (In Rs.) 10 10



NOTE – 26SIGNIFICANT ACCOUNTING POLICIES AND OTHER DISCLOUSERS FORMING PART OF BALANCE SHEET AS ON 31st

MARCH 2015 AND STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ON THAT DATE.

A. COMPANY INFORMATION

1. Brahmaputra Infrastructure Limited is into EPC & Real Estate Development Business and handling various projectslike Construction of Bridges, Flyovers, Highways, Airport, Building Construction, Tunnel projects, Mining projects. TheRegistered Office of the Company is situated at Brahmaputra House, A-7, Mahipalpur (NH-8, Mahipalpur Crossing)New Delhi – 110 037

B. SIGNIFICANT ACCOUNTING POLICIES

1. Basis of accounting

The financial statements have been prepared to comply with the requirements of companies act 2013 and the CompaniesAct, 1956, wherever applicable, under the historical cost convention on the accrual basis of accounting except intereston Mobilization/Equipment Advances is being accounted for on actual recovery basis and Interest on Late / NonPayment of Term Loan Installments of Financers accounted for as and when settled.

Also the financial statements have been prepared in accordance with the Accounting standards specified under section133 of the act, read with RULE 7 of the companies (Accounts) Rules, 2014.

2. Use of estimates

The preparation of financial statements in conformity with generally accepted accounting policies requires managementto make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingentassets and liabilities at the date of the financial statement and the reported accounts of revenues and expenses for theyears presented.

3. Revenue recognition

a. Income from construction contracts is recognized by reference to the stage of completion of the contract activityas certified by the client.

b. Revenue from real estate projects is recognized on the basis of percentage of completion method of accounting

c. Income from industrial park project is recognized on the time of execution of registered sale deed / agreement tosale, in relation to sold areas only.

d. “Bill raised but unsettled” have been accounted for in the books at the value reasonably ascertained by themanagement on the date of raising the bill.

e. Claims in respect of civil contracts lodged/awarded with/by the respective Department which may pertains toearlier years have been accounted for in the books in the year of its certainty and at value /enhanced valuereasonably ascertained by the management.

4. Joint Ventures

Revenues / Expenses from contracts executed by the Company in joint ventures on back-to-back arrangement basisare recognized on the same basis as similar contracts independently executed by the Company. Company’s share inthe Profit / Loss from joint ventures is accounted as and when the same is determined by the joint venture.

5. Employee benefit

During the year under review the company has provided Bonus on accrual basis, Provident fund and ESI contributionfor eligible employees has been provided on actual liability basis and Gratuity and Leave Encashment has beenprovided based on actuarial valuation.

6. Investment

Long term and short term investments both are stated at cost. No provision for diminution in coated investment ismade because of its Long Term Nature.

7. Inventory

(A). All inventories consisting of Work in Progress (Contract), Materials & Stores in hand and Real-estate divisionhas been valued at cost as determined by the Management.

(B). No Provision is being made for slow moving Work in Progress as the management is hope full to recover atstated value.



8. Foreign currency transactions

a. Transactions in foreign currencies are accounted for at exchange rate prevailing as on date of transaction.

b. All assets and liabilities in foreign currencies existing at balance sheet date are translated at the rate of balancesheet date.

9. Misc. expenditure.

a) Preliminary expenses are amortized over a period of 10 years.

b) Increase in share capital expenses are amortized over a period of 5 years.

c) Amalgamation expenses are amortized over a period of 5 years.

10. Fixed assets.

Fixed Assets has been stated at cost less accumlated depreciation. Cost includes purchase price and all otherattributable cost of bringing the assets to working condition for intended use.

11. Depreciation

Depreciation on Fixed Assets has been provided as per useful lives method prescribed under schedule –ii of thecompanies act, 2013. i.e. Depreciable Amount ( cost Less 5% Residual Value ) is to be charged over useful life ofFixed Asset under straight Line Method of Depreciation.

Carrying amount of the Fixed Assets as on 31.03.2014 is to be depreciated over remaining life of the Asset, Howeverif the life of asset expires before 31.03.2014 it is debited to Reserve and Surplus for the Year.

12. Contingent liabilities

Contingent Liabilities not admitted by the company are not provided for in the accounts but are disclosed by way ofother disclosures.

13. Taxation

Income Tax comprises current tax and deferred tax. Deferred tax assets and liabilities are recognized for the futuretax consequences of timing differences subject to consideration of prudence. Deferred tax assets and liabilities aremeasured using the tax rates enacted or substantively enacted by the balance sheet date.

14. Earning per share

The earnings considered in ascertaining company’s EPS comprises the net profit after tax. The number of sharesused in computing basic EPS is the weighted average number of shares outstanding during the year

15. Borrowing cost

Borrowing costs that are directly attributable to the acquisition or construction of a qualifying asset are considered aspart of the cost of that asset. Other borrowing costs are recognized as an expense in the year in which they areincurred.

16. Prior Period Income/Expenses.

Income/Expenses related to Prior Period are shown separately in “Note” to financial Statement under their naturalhead and the impact of amounts is separately disclosed in other disclosures.

17. Impairment of assets

Pursuant to Accounting Standard (AS-28) on – Impairment of assets issued by the Institute of Chartered Accountantof India, the company assessed its fixed assets for impairment as at the year end and concluded that there has beenno significant impaired fixed assets that needs to be recognized in the books of accounts.

18. Lease rental payments being operating lease is accounted for as an expenses on accrual basis.

19. Insurance claims lodged / Receivable with the respective departments has been accounted for in the books at thevalue either mutually settled or reasonably ascertained by the management.

20. Provision for Doubtful Debts is made at value estimated by the management.



C. OTHER DISCLOUSERS

1 Contingent Liabilities not provided for :

(a) Guarantees given by banks towards performance, financial and contractual commitments (Net of FDR) on behalf ofthe Company Rs. 26295.28 Lacs (previous year Rs 39912.30 Lacs).

(b) Letter of Credit o/s as on 31-03-15 Rs. 599.38 Lacs (Previous Year Rs.580.68 Lacs )

(c) VAT Liability against Housing Project at Guwahati is estimated to be approx. Rs. 47.87 lacs (Previous Year - Rs.47.87 Lacs).

(d) Income Tax Demand (including interest) of Rs. 515.83 Lacs (Previous Year-515.83 Lacs ) under section 153A/143(3)of Income Tax Act,1961 as the same is under appeal with I.T Authorities. However the I.T Deptt. Has recovered Rs513.62 Lacs against outstanding refunds shown under " Advance Income Tax & TDS (Net of Provision for income tax)" under Note No. 16

(e) Service Tax demand of Rs. 1488.42 Lacs (Previous Year-Rs.1488.42 Lacs) for F.Y.2005-06 to F.Y. 2010-11 andpenalty of Rs.173.24 Lacs ( Previous Year-173.24 Lacs). However the Deptt. Has recovered Rs 300 Lacs which isshown under " Indirect Tax Balances / recoverable / Credits" under Note No. 16

(f) VAT/Entry Tax liability against Lucknow Airport Project is estimated to be Approx Rs.196.62 Lacs ( Previous Year -54.25 Lacs )

(g) Income Tax demand of Rs.0.70 Lacs (Previos Year - 0.70 Lacs ) for penalty of U/s.271(1b)

(h) Income Tax demand for penalty U/s 272 (A)(2)(k) of Rs.3.50 Lacs ( Previous Year - 3.50 Lacs )

(i) Penalty for Non Submission of C Form under Lucknow Airport Project - Rs 72.69 Lacs (Previous Year - NIL)

2 (a) The Balance of Security Deposit/ Retention Money, Earnest Money, Withheld Money, Trade Receivables, Loans &Advances and Trade payables are subject to their confirmation.

(b) Rs. 7,04,34,973/- (Previous Year - Rs. 6,71,59,938/-) recoverable from DDA against Service tax against which Petitionhave been filed in High Court of Delhi and the same is pending. In the opinion of the Management, the same isconsidered good and will be recovered in due course therefore no provision has been made in the books of accounts.

(c) Trade payable and Trade Receivables are shown net off business advances.

3 Receipts from Civil Contracts / Projects and bill raised but unsettled are inclusive of VAT and / or Service Tax whereverapplicable.

4 During the year, the Company was associated in the following Joint Ventures:

SN. Name of Joint Venture Description of Job

1 DRA-BLA-BCL(JV) Widening and strengthening of existing National Highways from 2Lane to 4 Lane NH-31 , Nalbari Section, Assam

2 Madhava-Brahmaputra Consortium Limited (JV) Construction of foundation, substructure and super-structure (PSCBox Girder) of major bridge No. 543 (proposed span 20x25.00mon pile foundations) at Chainage 143/600 KM and minor Br. No.541 at Chainage 143/750 KM in between Damcherra-Chandranathpur stations, on permanent 143/180.00 KM to 144/208.00 KM and all other ancillary works in connection with Lumding-Silchar Gauge Conversion Project.

3 DRA-Brahmaputra Consortium Limited (JV) (i) Construction of Grade Separator at Rani Jhansi Road at NewDelhi. (N.I.T.-EE.XVIII/2007-08/09)

(ii) Construction of Grade Separator at Dabri intersection of PankhaRoad and Road leading to Dwarka near Janakpuri in West Delhi.

4 Unity-Brahamputra Consortium (JV) (i) Construction of Jorhat Medical College & Hospital,Jorhat

(ii) Construction of Single line BG Tunnel No.6 in coonection withConstruction of new railway line project Jiribam-Tupul(Imphal) ofN.F Railway (Construction)



(iii) Execution of the work "Assam Hills Medical College & ResearchInstitute, Diphu, Karbi Anglong"

5 IPL-Brahmaputra Infrastructure Limited (JV) Construction of New Integrated Passenger Terminal Building atLucknow Airport.

6 SMSIL-BCL (Joint Venture) Construction of North Bank Embankment on river Brahamaputranear Dibrugarh, Assam

7 Madhava Hytech – Brahamaputra (JV) Construction of underpass at Ring Road and Kadirenhalli Roadjunction at Banglore, Karnataka.

8 SMSIL-BIL (Joint Venture) Construction of North Guide Bundh in river Brahmaputra.

9 BCL-FGM Consortium Hiring of Crawler mounted shovels/Hydraulics Excavators,backhpes, dumpers for removal of Lignite

10 KMC Brahmaputra Infrastructure Ltd. (JV) Contruction of 2-lane Gangtok Byepass Road from Ranipool toBurthuk in East Sikkim

11 DRAIPL-Brahmaputra Infrastructure Ltd.(JV) Contruction of 2-lane Silchar Byepass with paved shoulders underSARDP-NE,Phase-A, under Silchar PWD NH Division in the Stateof ASSAM.

12 Supreme-BIL (JV) Construction of pucca road on service road of saran main canal,Marhaura branch canal, Kateya branch canlal and Hathua branchcanal, Under saran canal system.

13 BIL-BLA-GSCO(JV) Development and operations of ChattiBariatu Coal Mining Block

14 DRA-Brahmaputra Infrastructure Ltd. (JV) Improvement & Upgradation of SH-46 (Dudhnoi GoalparaPancharatna)

5 Previous year figures having been re-worked, regrouped rearranged and reclassified wherever necessary to make themcomparable with current year figures

6 Accounting for Tax on Income:

Current Tax is determined based on the provision of the Income Tax Act 1961 including treatment of Retention Moneyamount as contingent amount taxable in the year of its real accrual/ receivable based on real income theory. Deferred taxhas been provided for all timing difference as required under the provisions of the Accounting Standard -22 issued by theInstitute of Chartered Accountants of India.

7 Remuneration to Managing Director & Whole time Directors as under :Rs. In Lacs

Particulars 2014-15 2013-14

Salary 33.43 69.77

Perks 9.48 23.91

TOTAL 42.91 93.68

8 Related Party Disclosure pursuant to Accounting Standard (AS) 18 is as follows:

List of Related Parties:

a) Subsidiaries:

- Brahamputra Concrete (Bengal) Pvt. Ltd.

- Brahmaputra Concrete (P) Ltd.

- Brahmaputra Property Management Services (P) Ltd

- Brahmaputra Industrial Park Pvt.Ltd

- Brahmaputra Warehousing Pvt. Ltd ( Shares Sold on 04.03.2015)

- Brahmaputra Real Estates Pvt. Ltd



b) Joint Ventures:

- PCL- Brahmaputra Consortium Ltd (JV)

- KB- Brahmaputra Consortium Ltd (JV)

- DRA-BLA-BCL(JV)

- Brahmaputra Consortium Ltd (JV)

- GPL- Brahmaputra Consortium Ltd (JV)

- Madhava- Brahmaputra Consortium Ltd (JV)

- BTS Brahmaputra Consortium Ltd (JV)

- DRA Brahmaputra Consortium Ltd (JV)

- BLA Brahmaputra Consortium Ltd (JV)

- IPL-Brahmaputra Infrastructure Ltd. (JV)

- Unity- Brahmaputra Infrastructure Ltd. (JV)

- SMSIL BCL (Joint Venture)

- Madhava Hytech Brahamaputra (JV)

- SMSIL-BIL (Joint Venture)

- BCL-FGM Consortium

- KMC-Brahmaputra Infrastructure Limited (JV)

- DRAIPL-Brahmaputra Infrastructure Limited (JV)

- Supreme-Brahmaputra Infrastructure Limited (JV)

- BIL-BLA-GSCO (JV)

- DRA-Brahmaputra Infrastructure Ltd.(JV)

c) Associates:

- Brahmaputra Overseas Ltd

- Brahmaputra Projects (P) Ltd

- Brahmaputra Promotors and Planners (P) Ltd

- Brahmaputra Holdings (P) Ltd

- Brahmaputra Realtors (P) Ltd

- Brahmaputra Promoters & Developers Limited

- Brahmaputra Housing & Urban Infrastructure Ltd.

- Indotech Tubewells (P) Ltd

- M.L.Singhi & Associates (P) Ltd

- Brahmaputra Finlease (P) Ltd

- Satluj Infrastructure Ltd

- Bengal Brahmaputra Realty Limited

- Meghalaya Infratech Ltd.

- Anjanee Estates Private Limited



d) Key Management Personnel & their relatives:

- Sanjeev Kumar Prithani, Joint Managing Director

- Sanjay Kumar Mozika, Joint Managing Director

- Manoj Kumar Prithani, Managing Director till 26th Aug,2013.

- Manoj Kumar Prithani,CEO since 27th Aug,2013 & Relative

- Rajesh Singh, Whole time Director

- Suneet Kumar Todi, Whole time Director

- Pankaj Goyal, V.P ( Finanace & Accounts)

- Vivek Malhotra, Company Secretary

- Suresh Kumar Prithani, Relative

- Shobna Prithani , Relative

- Anita Prithani, Relative

- Kiran Prithani, Relative

- Nikita Prithani, Relative

- Om Kumar, Independent Director

- Satish Chandra Gupta,Independent Director

- Viresh Shankar Mathur,Independent Director

- Kuladhar Saharia, Independent Director

- Khushboo Jhuria, Independent Director

The following transactions were carried out with the related parties in ordinary course of business:

Statement showing related party transactions during the year ended on 31 st March 2015

(Rs. In Lacs)

S. Nature of Transactions Subsidiaries Joint Ventures Associates Key Management No. Personnel &

their relatives

i) Purchase of Material/ Services/Fixed Assets/Rent/Interest/Piece rate work/Taxi Hiring 0.00 83.25 902.97 10.80

(NIL) (73.40) (840.49) (21.60)

ii) Sale of Material/ Services/ Fixed Assets/ Rent/Escalation Claims/Investment - 3,405.41 - 0.00

(NIL) (3,547.35) (NIL) (NIL)

iii) Managerial Remuneration / Salary/ Sitting Fees - - - 96.83

(NIL) (NIL) (NIL) (128.37)

iv) Advance/Loan given/paid back during the year 16.94 2,917.87 622.82 -

(236.30) (836.97) (1,634.13) (NIL)

v) Advance/Loan taken/received back during the year 11.08 459.15 832.79 -

(NIL) (1,988.45) (1,572.45) (NIL)

vi) Retention/witheld deducted during the year - 254.05 91.44 -

(NIL) (156.88) (NIL) (NIL)



vii) Retention/witheld released during the year /deducted during the year by BIL - 842.57 76.93 -

(NIL) (126.33) (214.17) (NIL)

vii) Net Investments made during the year -1.00 784.99 - -

(NIL) (-297.42) (NIL) (NIL)

viii) Preference Shares issued during the year - - 1,388.00 -

(NIL) (NIL) (NIL) (NIL)

ix) Outstanding at year end.

Payables - 3,044.57 391.51 18.52

(0.51) (6,142.96) (180.31) (14.00)

Receivables 1,927.17 6,587.79 123.25 -

(1,921.31) (6,631.79) (107.33) (NIL)

Investments 684.15 2,337.58 327.25 -

(685.15) (1,552.59) (327.25) (NIL)

Guarantees & Collateral given (NIL) 11,270.46 (NIL) (NIL)

(NIL) (18,502.61) (NIL) (NIL)

Note: figures in ( ) relates to previous year ended 31.03.2014

9 In the opinion of the Directors, the Current Assets, Non Current Assets,Claim Receivables,Outstanding ArbitrationalClaim,Loan & Advances (excluding retention money) have a value on realization in ordinary course of business at leastequal to the amount at which they are stated in the Balance Sheet.

10 The company has not received information from vendors regarding their status under the Micro, Small and medium EnterpriseDevelopment Act,2006 and hence disclosure relating to amounts unpaid as at the year end together with interest paid/payable under this Act has not been given.

11 Segment Reporting

The Company has two segments – Heavy Civil Construction Division and Real Estate. Individual reporting is given below:

Primary Segment (Business Segment)(Rs. In Lacs)

Particulars Heavy Civil Real Estate TotalConstruction Division Division

A. Revenue

External 24,183.76 3,438.39 27,622.15

(24,190.43) (1,480.18) (25,670.60)

B. Results

Profit / (Loss) Before Tax -3,882.71 720.45 -3,162.26

(-3307.92) (497.31) (-2810.61)

Provision for Income Tax -177.75 233.75 56.00

(-161.35) (161.35) (Nil)

Provision for Deferred Tax -720.60 - -720.60

(-745.76) (NIL) (-745.76)



Prior Period Income Tax 0.00 - 0.00

(2.89) (NIL) (2.89)

Profit after Tax -2,984.36 486.70 -2,497.66

(-2403.69) (335.96) (-2067.74)

C. Other Information Segment Assets 61,059.67 11,461.41 72,521.07

(64,236.77) (12,822.47) (77,059.24)

Segment Liability 53,072.04 5,422.98 58,495.01

(57,265.41) (4,548.45) (61,813.85)

Capital Expenditure 323.17 - 323.17

(457.84) (NIL) (457.84)

Depreciation 1,655.49 - 1,655.49

(2,447.90) (NIL) (2,447.90)

Non cash expenditure other than depreciation 7.61 - 7.61

(7.57) (NIL) (7.57)

Note: figures in ( ) relates to previous year ended 31.03.2014

12 Deferred Tax Liability

The break up of tax effect of timing differences is given as under:(in Rs.)

Sr. Item of Timing Difference Opening as at Charge/(Release) Closing as atNo. 01.04.2014 during the Year 31.03.2015

1 Depreciation 416,841 (14,228,381) (13,811,540)

2 Retention Money Adjustment 187,920,675 (19,495,877) 168,424,798

3 Disallowance under Income Tax Act (9,004,831) (75,372,427) (84,377,258)

4 Business Loss to be c/f (37,036,685) 37,036,685 -

Total 142,296,000 (72,060,000) 70,236,000

13 There is no impairment loss on fixed assets is recognized or reversed during the year pursuant to Accounting Standard(AS) 28.

14 Information pursuant to provision of Schedule III of the Companies Act, 2013 wherever applicable are as follows:-

(Rs. In Lacs)

SN. Particulars 2014-2015 2013-2014

I. A. Income from Operations 27,622.15 25,670.60

B. Other Income 166.20 122.33

C. (Loss) Before Tax (3,162.26) (2,810.61)

D. (Loss) After Tax (2,497.66) (2,067.74)

E. Dividend Nil Nil

II. A. Value of Import on CIF basis Nil 2.92

B. Expenses in Foreign Currency Nil Nil

C. Earning in Foreign Currency Nil Nil



15 Travelling & Conveyance includes Rs. 0.75 Lacs (Previous Year - Rs. NIL) incurred on Foreign Travelling of Directors &Others.

16 Profit After Tax is after considering the following Income,Expenditure & Taxes which relates to Prior Period

Rs. In Lacs

Particulars 2014-2015 2013-2014

A. Income 8.76 122.67

B. Expenses 72.03 220.42

C. Taxes - 2.89







Independent Auditors’ Report on Consolidated Financial Statements

TOTHE MEMBERS OFBRAHMAPUTRA INFRASTRUCTURE LIMITED

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of Brahmaputra Infrastructure Limited (hereinaf-ter referred to as “the Holding Company”) and its subsidiaries (the holding Company and its subsidiaries referred to as “ theGroup”) its associates and joint ventures (as per list appearing in Note – 26-B-1(a) comprising of the consolidated balancesheet as at 31st March, 2015, the consolidated statement of Profit and Loss, the consolidated cash flow statement of theyear then ended, and a summary of significant accounting policies and other disclosures ( hereinafter referred to as “theconsolidated financial statements”).

Management’s Responsibility for the Consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements interms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act” ) that give a true and fair view ofthe consolidated financial position, consolidated financial performance and consolidated cash flows of the group includingits Associates and Joint Ventures in accordance with the accounting principles generally accepted in india, including theAccounting Standard specified under Section 133 of the Act, read with Rule-7 of the Companies (Accounts Rules ) 2014except Accounting Standard – 23 ( Accounting for Investment in Associates in Consolidated Financial Statements). Therespective board of Directors of the Companies included in the group and of its associates and joint ventures are respon-sible for maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of theasset of the Group and for preventing and detecting frauds and other irregularities; the selection and application of theappropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, imple-mentation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracyand completeness of the accounting records, relevant to the preparation and presentation of the consolidated financialstatements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which havebeen used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company,as aforesaid.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these consolidated financial statements based on our audit. While Conductingthe audit, we have taken into account the provisions of the Act , the accounting and auditing standards and matters whichare required to be included in the audit report under the Provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standard on Auditing specified under Section 143(10) of the Act. Thosestandards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidatedfinancial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks ofmaterial misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assess-ments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidatedfinancial statements that give a true and fair view in order to design audit procedures that are appropriate in the circum-stances but not for the purpose of expressing an opinion on whether the Holding company has an adequate internal financialcontrol system over financial reporting in place and the operating effectiveness of such controls . An audit also includesevaluating the appropriateness ofthe accounting policies used and the reasonableness of the accounting estimates madeHolding Company’s Board of Directors , as well as evaluating the overall presentation of the consolidated financial state-ments.

We believe that the audit evidence obtained by us and the audit obtained evidence obtained by other auditors in terms oftheir reports referred to in sub – paragraph (a) of the Other Matters paragraph below, is sufficient and appropriate to providea basis for our audit opinion on the consolidated financial statements .



Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidatedfinancial statements give the information required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in india, of the consolidated state of affairs of the Group , itsassociates and Jointly Ventures as at 31st March 2015 and their Consolidated Loss and their consolidated cash flows for theyear ended on that date.

Emphasis of Matters

We draw attention to the Note No. 13.1 to the Consolidated Financial Statements which describes about “No Provisionmade for Slow Moving WIP” amounting to Rs. 62.30 Crore.

Our opinion is not modified in respect of this matter.

Other Matter

(a) We did not audit the financial statements/ financial information of all five subsidiaries companies namely BrahmaputraConcrete Private Limited, Brahmaputra Concrete (Bengal) Private Limited, Brahmaputra Property Management &Services Private Limited, Brahmaputra Real Estate Private Limited and Brahmaputra Industrial Park Private Limitedand one Joint Venture namely DRA-BLA-BCL (JV) Whose financial statements / financial information reflect total assetof Rs. 2835.52 Lacs as at 31st March 2015 , total revenues of Rs. 152.13 Lacs and net cash flows amount to Rs. -49.42 Lacs for the year ended on that date, as considered in the consolidated financial statements. In respect of ThreeAssociates Companies, the Group share of profit / loss has not been taken as Audited Financials not made availableto us. The financial statements / financial information of subsidiaries and Joint Venture have been audited by otherauditors whose reports have been furnished to us by the Management and our opinion on the consolidated financialstatements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and jointventure, and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, insofar as it relates to theaforesaid subsidiaries and joint venture, is based solely on the reports of the other auditors.

(b) We did not audit the financial statements/ financial information of one Joint Venture namely GPL-BCL (JV) Whosefinancial statements / financial information reflect total asset of Rs. 157.36 Lacs as at 31st March 2015 , total revenuesof Rs. NIL and net cash flows amount to Rs. 0.08 Lacs for the year ended on that date, as considered in the consoli-dated financial statements. These financial statements / financial information are unaudited and have been furnishedto us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amountsand disclosures included in respect of such joint venture and our report in terms of sub-sections (3) and (11) of Section143 of the Act, insofar as it relates to the aforesaid joint venture , is based solely on such unaudited financial state-ments / financial information.

Our Opinion on the consolidated financial statements , and our report on other Legal and Regulatory Requirementbelow , is not modified in respect of the above matters with respect to our reliance on the work done and the reports ofthe auditors and the financial statements/financial information certified by the Management.

Report on other legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Government of India

in terms of sub-section (11) of section 143 of the Companies Act, 2013, based on the available comments in theauditor’s report of the Holding Company and Subsidiary Companies and associate companies, we give in the Annex-ure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report, to the extent applicable, that:

a. we have sought and obtained all the information and explanations which to the best of our knowledge and beliefwere necessary for the purpose of our audit of the aforesaid consolidated financial statements.

b. in our opinion proper books of account as required by law relating to preparation of the aforesaid consolidatedfinancial statements have been kept so far as appears from our examination of those books and reports of theother auditors.

c. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss and the Consolidated Cash FlowStatement dealt with by this Report are in agreement with the relevant books of account maintained for thepurpose of preparation of the consolidated financial statements.



d. in our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specifiedunder Section 133 of the Act, read with Rule 7 of the Company (Accounts) Rules, 2014 except Accounting Stan-dard – 23 ( Accounting for Investment in Associates in Consolidated Financial Statements).

e. on the basis of written representations received from the directors of the Holding Company as on March 31, 2015,and taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors ofits subsidiary companies, none of the directors of the Group Companies is disqualified as on March 31, 2015,from being appointed as a director in terms of Section 164(2) of the Act.

f. With respect to other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explana-tions given to us:

(i) The consolidated financial statements disclose the impact of pending litigations on the consolidatd financialposition of the group , its associates and joint ventures Refer Note 26-C-1(a) to (i) to the Consolidatedfinancial statement.

(ii) The Group did not have any long-term contracts including derivative contracts for which there were anymaterial foreseeable losses.

(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fundby the Holding Company and its subsidiary companies.

(iv) The Going Concern Assumption of one of the Subsidiary Company Namely Brahmaputra Concrete PrivateLimited is in stake, which can be assumed from the point that the management has fully written off theinventories in the current year. Moreover , the business is inoperative since last few years.

For A.B BANSAL AND COMPANYCHARTERED ACCOUNTANTS

SUNNY KOHLIPARTNER

PLACE : NEW DELHI M.No. 513283DATED : 30-05-2015



ANNEXURE TO THE CONSOLIDATED AUDITOR’S REPORT OF EVEN DATE

Re.: BRAHMAPUTRA INFRASTRUCTURE LIMITED

I. The Group has maintained proper records showing full particulars including quantitative details and situation of fixedassets , However due to frequent movement of fixed assets – movable construction equipments from site to site, actuallocation of such assets has not been mentioned in the records. Significant Portion of Fixed Assets have been physi-cally verified by the management during the period ,which in our opinion is reasonable having regard to the size of theCompany and nature of its business. No material discrepancies were noticed on such physical verification.

II. The inventories and construction materials at company’s sites which include work in progress, have been physicallyverified by the management once in a year for each site. Shortage / Excess on the basis of physical verification havebeen duly accounted for in books of accounts which were not material, However no provision is being made for slowmoving work in progress. In our opinion and according to the information and explanations given to us, the procedureof physical verification of inventories followed by the management is reasonable and adequate in relation to size of theCompany and the nature of its business. The Company is mainly engaged in business of construction. In view ofmultifarious jobs at different sites spread at different locations and practical difficulties, records of inventory have beenmaintained in ERP System and consumption booked on quarterly basis.

However in case of one Joint Venture Namely DRA-BLA-BCL JV Stock register has not been maintained for purchaseand consumption of Building Materials , Closing Stock is taken as physically taken, valued & certified by the parties ofthe joint venture , balance is taken as consumed during the year.

Also in case of one of the Subsidiary Company namely Brahmaputra Concrete Private Limited , The company has fullywritten off the inventories during the financial year, physical verification of the same was not carried out during the yearby the management.

III. (a) According to the information & explanation given to us, the group has granted interest free unsecured loans to toone Associate Company covered in the registered maintained u/s 189 of the Companies Act .The maximumamount involved during the year was Rs 10 lacs and year end balance of the loans granted to Associate was NIL

(b) The parties wherever applicable are regular in repayment of principal amounts and interest as stipulated.

(c) Not Applicable as there is no overdue amount.

IV. In our opinion and according to the information and explanations given to us, there are adequate internal controlsystem commensurate with the size of the group and the nature of its business with regard to purchases of inventoriesand Fixed Assets and for construction receipt and services. During the course of our audit, we have not observed anycontinuing failure to correct major weaknesses in internal control system.

V. In our opinion and according to the information and explanations given to us, the group has not accepted any depositshence provisions of sections 73 to 76 or any other provision of the Companies Act and rules framed thereunder, , arenot applicable.

VI. In Respect of Holding Company, The Maintenance of Cost Records has been prescribed by the Central Govt. undersection 148(1) of the Companies Act, 2013 vide Companies (Cost Records and Audit) Rules , 2014 and we are of theopinion that prima facie the prescribed records were made and maintained. However in case of Subsidiary Companiesthe central government has not prescribed for maintenance of such records.

VII. (a) In the year under report, The Holding company is Not regular in depositing with appropriate authorities undisputedstatutory dues such as Service Tax , TDS, Sales Tax and PF etc. dues wherever applicable on it. HoweverSubsidiaries Companies are generally regular in depositing undisputed statutory dues including provident fund ,income tax , sales tax , wealth tax service tax etc. except one subsidiary company namely Brahmaputra ConcretePrivate Limited which is not regurlar in depositing professional tax and road tax.

According to the information and explanations given to us, the detail of undisputed amounts payable in respect ofService Tax , sales tax, TDS etc. in arrears, as at 31st March, 2015 for a period of more than six months from thedate of they became payable is as under in respect of Holding Company and its Subsidiaries ;



Nature of Amount Amount Outstanding as on31st March, 2015 for More than

6 Months from the date become payableService Tax Rs. 330.05 LacsTDS Rs. 96.18 LacsInterest on TDS Payable Rs. 119.69 LacsInterest on Service Tax Payable Rs. 17.34 LacsVat / Entry Tax / WCT Rs. 179.32 LacsProvident Fund and Prof. Tax Rs. 3.62 Lacs

(b) According to the information and explanation given to us, there are no dues of sales tax, income tax, customsduty, wealth tax, excise duty and cess which have not been deposited on account of any dispute except in respectof the following disputed liabilities pending for adjudication at different appellate authorities ;

Name of the statute Nature of the dues Amount (Rs in Lacs)

Assam Vat Act Vat Liability for Spanish Garden Project 47.87UP Vat Act Vat Liability for Lucknow Project/Penalty for

Non Submission of C Form 269.31Service Tax Service tax Demand including penalty raised

by Service tax Department 1661.66Income Tax Demand including interest u/s 153A/143(3),

raised by Income Tax Department 515.83Income Tax Penalty for late filing of TDS returns 3.50Income Tax Demand for Penalty 0.70

(c) According to the information and explanation given to us, No amount is required to be transferred to investoreducation and protection fund in accordance with the relevant provision of the Companies Act, 1956 (1 of 1956)and rules made there under.

VIII. In our opinion, the Group has no accumulated losses at the end of the year. The Group has incurred cash losses duringthe financial year of Rs 1537.53 Lacs covered by our audit and also Rs 331.23 Lacs in the immediately precedingfinancial year.

IX. The Group have defaulted in repayment of dues to a financial institution and banks. Such continuing default as onbalance sheet date were of Rs. 1351.48 Lacs as reported in note no. 3.2 to financial statements.

X. According to the information and explanations given to us, the holding company has given bank guarantees for and onbehalf of its Joint Ventures. Considering the nature and volume of business, in our opinion the term and conditions onwhich such guarantees given are prima-facie not prejudicial to the interest of the Company.

XI. Under implementation of “Restructuring Approval under CDR System” Some portion of borrowings from banks includ-ing BG invocation got converted into “Term Loans” under name & style as “Working Capital Term Loan / FundedInterest Term Loan.

XII. In our opinion and according to the information and explanations given to us by the management which have beenrelied upon by us, no fraud on or by the Group has been noticed or reported during the year.

For A.B BANSAL AND COMPANYCHARTERED ACCOUNTANTS

Firm Regn. No. : 010538N

(SUNNY KOHLI)PARTNER

PLACE : NEW DELHI M.No. 513283DATED : 30-05-2015



CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2015 Rupees Rupees

Particulars Note No.31-03-2015 31-03-2014

I. EQUITY AND LIABILITIESShareholder's funds(a) Share Capital "1" 428,984,000 290,184,000(b) Reserve & Surplus "2" 937,894,965 1,202,856,923(c) Minority Interest 120,000 120,000Non-current liabilities(a) Long-term Borrowings "3" 1,910,431,460 737,895,991(b) Deferred tax liabilities (Net) 71,869,869 143,929,869(c) Other Long-term liabilities "4" 1,135,718,878 1,413,630,977(d) Long-term Provision "5" 11,925,076 10,995,391Current liabilities(a) Short-term borrowings "6" 1,399,737,469 2,386,588,115(b) Trade payables 695,393,195 954,805,609(c) Other current liabilities "7" 661,597,203 568,470,005(d) Short-term Provision "8" 825,108 888,204

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 7,254,497,223 7,710,365,084

======================================= ============================================================== ============================================================== =============================================================II. ASSETS

Non-current assets(a) Fixed Assets "9"

(i) Tangible assets 1,022,037,042 11,698,40,240(ii) Intangible assets 28,421,024 10,470,653(iii) Capital Work in Progress 388,527 25,848,432

------------------------------------------------------------------ ---------------------------------------------------------------Total 1,050,846,593 1,206,159,325

======================================= ============================================================== ============================================================== =============================================================(b) Goodwill/Surplus on Consolidation 112,269,337 84,533,063(c) Non-Current investment "10" 70,160,455 61,591,131(d) Long term Loans & Advances "11" 232,500,985 317,814,853(e) Other non-current assets "12" 1,082,594,565 1,018,008,428Current assets(a) Inventories "13" 3,211,238,430 3,172,852,250(b) Trade receivables "14" 980,573,089 1,318,419,339(c) Cash & Bank Balance "15" 58,477,667 112,046,671(d) Short-term loans and advances "16" 455,836,102 418,940,024

======================================= ============================================================== ============================================================== =============================================================Total 4,706,125,288 5,022,258,284

======================================= ============================================================== ============================================================== =============================================================TOTAL 7,254,497,223 7,710,365,084

======================================= ============================================================== ============================================================== =============================================================Significant Accounting Policies and Other Disclosures “26”Note 1 to 16 and 26 form an integral part of the Balance Sheet.

In terms of our attached audit report of even dateFor A.B. BANSAL AND COMPANY For and on behalf of Board of DirectorsCHARTERED ACCOUNTANTSFirm Regn. No. : 010538N

SUNNY KOHLI Sanjeev Kumar PrithaniPARTNER (Joint Managing Director)M.No. 513283




CONSOLIDATED STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ON 31ST MARCH 2015Rupees Rupees

Particulars Note No.2014-15 2013-14

I. Revenue from Operations “17” 2,773,989,449 2,595,510,165

II. Other Income “18” 24,627,427 13,985,518------------------------------------------------------------------ ---------------------------------------------------------------

TOTAL 2,798,616,876 2,609,495,683======================================= ============================================================== ============================================================== =============================================================

III. Expenses:Cost of Material Consumed “19” 608,443,855 774,285,900Changes in inventories of work-in-progress “20” (122,963,246) (135,543,717)Staff Cost “21” 130,652,462 170,827,105Financial costs “22” 448,264,837 447,817,214Depreciation “9” 171,541,081 249,875,280Other Expenses “23” 1,805,597,591 1,385,658,588

------------------------------------------------------------------ ---------------------------------------------------------------Total Expenses 3,041,536,580 2,892,920,370

======================================= ============================================================== ============================================================== =============================================================

IV. Profit/(Loss) before exceptional andextraordinary item and tax (I+II-III) (242,919,704) (283,424,686)

V. Exceptional Items “24” 76,934,625 -

VI. Profit/(Loss) before extraordinary item and tax (IV-V) (319,854,329) (283,424,686)

VII. Extraordinary item - -

VIII. Profit/(Loss) before tax (VI-VII) (319,854,329) (283,424,686)

IX. Tax expensesCurrent Tax 5,600,000 38,532Deferred Tax (72,060,000) (74,576,000)Prior Period Income Tax 601,065 289,334

------------------------------------------------------------------ ---------------------------------------------------------------Profit After Tax from continuing Operations (253,995,394) (209,176,552)

======================================= ============================================================== ============================================================== =============================================================

XI. Earning Per equity share: “25”Basic Earning per Share (8.75) (7.21)Dilluted Earning per Share (8.75) (7.21)


NOTE 17 to 25 & 9 and 26 form an integral part of the Statement of Profit & Loss







CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2015Rupees Rupees

Particulars2014-15 2013-14

A Cash Flow from Operating ActivitiesProfit Before Tax (242,919,704) (283,424,686)Adjustment for:Depreciation 171,541,081 249,875,280Interest paid ( Net of Interest received on FDR) 442,021,970 439,810,619Loss / (Profit) on sale of Assets (Net) (2,854,474) 712,527Misc. exp. Written off 761,052 756,873

Dividend Income received (1,560) (12,840)------------------------------------------------------------------ --------------------------------------------------------------

B. Operating Profit before Working Capital changes 368,548,365 407,717,773C. Changes in Working Capital (Excluding Cash & Bank Balance)

(Increase) / Decrease in Trade and other Receivables 365,549,318 (33,492,760)(Increase) / Decrease in Inventories (38,386,180) (341,353,470)

Increase / (Decrease) in Trade Payables and other Liabilities (131,058,928) 61,283,730------------------------------------------------------------------ --------------------------------------------------------------

D. Cash Generated from Operations (B+C) 564,652,575 94,155,273E. Less : Taxes paid 49,449,843 52,638,872F. Net Cash flow before Exceptional / Extraordinary Items (D-E) 515,202,732 41,516,401

Less : Exceptional / Extraordinary Items [(profit)/Loss] 76,934,626 -

Net Cash from Operating Activities (F-G) 438,268,106 41,516,401G. Cash Flow from Investing Activities

Purchase of Fixed Assets (30,486,442) (58,867,806)Sale / Adjustments of Assets 6,077,209 6,956,430Increase / Decrease in Goodwill / Surplus on Consolidation (27,736,274) 24,415,341Dividend received 1,560 12,840(Increase) / Decrease in Investments in Subsidiary/Associates - (100,000)(Increase) / Decrease in Investments in Joint Ventures ( 8,669,324) (589,014)

------------------------------------------------------------------ --------------------------------------------------------------Net Cash used in Investing Activities (60,813,271) (28,172,209)

------------------------------------------------------------------ --------------------------------------------------------------H. Cash Flow From Financing Activities

Proceeds from / Repayment of Long Term borrowings/Other Long Term Liability 859,213,777 (187,458,257)Proceeds from / Repayment of Short Term borrowings (986,850,646) 598,759,612(Increase) / Decrease in Auth Share Capital & Share Issue Exp. (165,000) (944,640)Interest paid ( Net of Interest received ) (442,021,970) (439,810,619)

Proceeds from Issue of Preference Share Capital 138,800,000 ------------------------------------------------------------------- --------------------------------------------------------------

Net Cash Flow from Financing Activities (431,023,839) (29,453,904)------------------------------------------------------------------ --------------------------------------------------------------

I. Net Increase/(Decrease) in Cash and Cash Equivalents (F+G+H) (53,569,004) (16,109,712)Cash and Cash Equivalents at the beginning of the year 112,046,671 128,156,383

------------------------------------------------------------------ --------------------------------------------------------------Cash and Cash Equivalents at the end of the year 58,477,667 112,046,671

======================================= ============================================================== ============================================================== =============================================================In terms of our attached audit report of even dateFor A.B. BANSAL AND COMPANY For and on behalf of Board of DirectorsCHARTERED ACCOUNTANTSFirm Regn. No. : 010538N





CONSOLIDATED NOTES FORMING PART OF THE ACCOUNTS : 31ST MARCH 2015


31-03-2015 31-03-2014

NOTE-1 : SHARE CAPITALAUTHORIZED SHARE CAPITAL

3,00,00,000 Equity Share of Rs.10/- each 300,000,000 330,000,000(Previous Year 3,30,00,000 Equity Share of Rs.10/- each)1,40,00,000 Preference Share of Rs.10/- each 140,000,000 -(Previous Year Nil)

ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITALEquity Shares

2,90,18,400 Equity Shares of Rs. 10/- Each fully paid up 290,184,000 290,184,000(Previous Year 2,90,18,400 Equity Shares of Rs. 10/- eachfully paid up)(Including 1,40,18,400 equity shares issued pursuant toscheme of amalgamation on 28th March 2013)

PREFERENCE SHARES1,38,80,000 (0.01%) Cumulative Reedemadle preference shares of 138,800,000Rs. 10 each fully paid up (previous year - nil)

------------------------------------------------------------------ --------------------------------------------------------------TOTAL 428,984,000 290,184,000

======================================= =======================================

1.1 DETAIL OF SHAREHOLDERS HOLDING MORE THAN 5% EQUITY SHARES IN THE COMPANY

As at As atClass of Shares / Name of Shareholder 31st March 2015 31st March 2014

No. of % of No. of % ofShares held Holding Shares held Holding

M.L.Singhi & Associates Pvt. Ltd 5,461,475 18.82 5,461,475 18.82

Brahmaputra Finlease Pvt. Ltd. 3,920,819 13.51 3,080,819 10.62

Sanjeev Kumar Prithani 1,481,534 5.11 1,481,534 5.11

Brahmaputra Holdings Pvt. Ltd. 3,339,161 11.51 3,339,161 11.51

Suresh Kumar Prithani 1,699,983 5.86 2,539,983 8.75

CUMULATIVE REDEEMABLE PREFERENCE SHARES

M.L.Singhi & Associates Pvt. Ltd 4,080,000 29.39 Nil Nil

Brahmaputra Finlease Pvt. Ltd. 9,800,000 70.61 Nil Nil

1.2 RECONCILIATION OF NUMBER OF EQUITY SHARES OUTSTANDING IS SET OUT BELOW


Number of Shares outstanding at the beginning of the year 29,018,400 29,018,400

Add: Number of Shares Issued during the year - -


Number of Shares outstanding at the end of the year 29,018,400 29,018,400




31-03-2015 31-03-2014

1.3 RECONCILIATION OF NUMBER OF PREFERENCE SHARES OUTSTANDING IS SET OUT BELOW

Number of Shares outstanding at the beginning of the year - -Add: Number of Shares Issued during the year 13,880,000 -Less: Number of Shares bought back during the year - -Number of Shares outstanding at the end of the year 13,880,000 -

1.4 BONUS SHARES ISSUED IN LAST 5 (FIVE) PRECEDINGS YEARS NIL NIL

NOTE-2 : RESERVE & SURPLUS

Security PremiumBalance as per Last Financial Statement 270,822,140 270,822,140

------------------------------------------------------------------ --------------------------------------------------------------270,822,140 270,822,140

General ReserveBalance as per Last Financial Statement 914,908,000 914,908,000Less: Depreciation tranferred to Reserve (As per Sch -II of Co. Act. 2013) 10,966,564 -

------------------------------------------------------------------ --------------------------------------------------------------903,941,436 914,908,000

Profit & Loss AccountBalance as per Last Financial Statement 17,126,783 226,303,333Add: Profit/(Loss) for the Year (253,995,394) (209,176,550)Less: Transferred to General Reserve – –

------------------------------------------------------------------ -------------------------------------------------------------- (236,868,611) 17,126,783

------------------------------------------------------------------ --------------------------------------------------------------TOTAL 937,894,965 1,202,856,923

======================================= ============================================================== ============================================================== =============================================================NOTE-3: LONG TERM BORROWINGSSecured: Term Loans: Equipments Non Current Current Non Current Current

– From Banks 866,463 23,712,592 13,696,521 29,344,215– From Others 117,593,481 281,877,785 319,804,470 242,723,507

(Secured against hypothecation and First Charge ofEquipment & Machinery, Exclusive Charge on Land atGuwahati in the name of the one Associate Co., EquitableMortgage of Property situated at Brahmaputra Industrial Parkin the name of the co. & Personal guarantee of PromoterDirectors, Carrying Interest rate between 9.00% to 15.16%)Term Loans: City Centre - Shopping Mall 409,458,091 62,993,552 404,030,000 – From Allahabad Bank(Secured against exclusive first charge on entire movableand immovable fixed assets of the project & charge on land(in the name of JV partner) of such project, & personalguarantee of promoters/directors and land owners, CarryingInterest rate base rate plus 1.50% )Working Capital Term Loans (WCTL) From Banks (Refer Note 3.3)1,141,184,182 17,378,440 -Funded Interest Term Loans (FITL) From Banks (Note 3.3) 240,609,822 3,664,111Unsecured

– From Related parties 603,318 250,000– From Others 116,103 115,000

--------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- --------------------------------------------------------Total Long Term Borrowings 1,910,431,460 389,626,480 737,895,991 272,067,722

================================== ================================== ================================== ==================================




31-03-2015 31-03-2014

3.1 Maturity / Repayment Profile of Term Loan from Bank & Others

Particulars of Loan 1-2 2-3 >3

– Repayment to Bank - Term Loan Equipments 694,952 171,511 -

– Repayment to Others - Term Loan Equipments 117,593,481 - -

– Repayment of Term Loan - City Centre Shopping Mall 125,987,105 125,987,105 157,483,881

– Repayment to Bank - WCTL 57,928,131 86,892,196 996,363,855

– Repayment to Bank - FITL 45,190,678 48,854,786 146,564,357--------------------------------------------------------- --------------------------------------------------------- ---------------------------------------------------------

347,394,347 261,905,598 1,300,412,093--------------------------------------------------------- --------------------------------------------------------- ---------------------------------------------------------

3.2 DETAIL OF OVERDUE INSTALMENTS AND INTERESTOverdue Overdue Overdue Overdue

Principal as on Interest as Principal as Interest as31st March 2015 on 31st on 31st March on 31st

March 2015 2014 March 2014

Particulars of Loan

– From Banks 10,889,901 21,696,319 5,170,511 8,344,414

– From Others 85,819,360 16,742,941 34,982,344 19,478,489--------------------------------------------------------------- --------------------------------------------------------------- -------------------------------------------------------------------- --------------------------------------------------------------------

96,709,261 38,439,260 40,152,855 27,822,903======================================= ======================================= ========================================= =======================================

3.3 'All Long Term and Short Term Borrowings from " Banks" were restructured with cut off date as on 01st March2014 under RBI " Corporate Debt Restructuring Mechanism" vide letter of approval dt. 17th December 2014. Thesame has been implemented by the participating banks except " HDFC Bank" and same have been dulyaccounted for in the books of accounts.

Primary Security

1st Pari-passu charge on all the current assets (present/future) except current assets of City centre shopping mall projectwhich is exclusively charged to Allahabad bank for term loan of Rs. 60.00 Crores.

1st pari-passu charge on fixed assets of company (except fixed assets exclusively charged with Allahabad Bank for shoppingmall term loan and equipments exclusively charged with equipment lenders).

Collateral Security

First pari-passu charge with all consortium banks on the following immovable properties:-

- Land & Building at A-7, Mahipalpur, Delhi. (Jointly owned by Co. and one other Associate Company)

- Office premises at 401, 4th floor, Royal Plaza, GS Road, Guwahati in the name of the Associate Company

- Central Workshop, Parking Bay and Industrial Land situated at Brahmaputra Industrial Park, Village Sila, District Kamrup,Assam.

- Banarsai Devi Bhawan, Railway Road, Deedwana, District Nagour, Rajasthan in the name of relative of Promoter

- First pari-passu charge on furniture and fixtures at A-7, Mahipalpur, Delhi.

- Hypothecation of other plant and machinery on subservient charge basis for consortium.

Common Securities (Excluding Equipment Lenders)

Personal Guarantee of Mr. Manoj Kumar Prithani, Mr. Sanjeev Kumar Prithani, Mr. Suresh Kumar Prithani, Mr. SanjayKumar Mozika and Mr. Suneet Kumar Todi.

Corporate Guarantee of M/s Brahrnaputra Promoters and Planners Pvt. Limited and M/s Brahmaputra Projects Pvt. Limited.

Promoters and promoter group to pledge their entire unencumbered shareholding in favour of lenders. In case the companywants to bring in strategic investor in future, the Lenders to permit release of the shares pledged to the extent that the totalpledge of promoter shareholding is not less than 51% at all times.



In Terms of Sanction of CDR package 100% Shareholding of promoters have been pledged , however the same is yet tobe confirmed by the registrar and Transfer Agent.

Rate of Interest

Rate of Interest as per CDR Sanction is 10.75%.p.a (floating) linked to base rate of convener (Indian Overseas Bank) , witha right to reset after every 2 years.

NOTE-4: OTHER LONG TERM LIABILITYAdvances from Customers

Secured:

(Secured against Bank Guarantee)

i) From Related parties 368,424,439 602,915,457

ii) From Others 569,644,231 644,707,269

Unsecured

i) From Others 21,196,856 24,964,492

SD/Retention/ Withheld from Sub-contractor

Unsecuredi) From Related parties 20,800,869 22,135,658ii) From Others 155,652,483 118,908,101

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 1,135,718,878 1,413,630,977

======================================= ============================================================== ============================================================== ==================================================NOTE-5: LONG TERM PROVISION

Non Current Current Non Current Current

Provision for Gratuity 9,308,309 469,706 8,643,161 495,170

Provision for Leave Encashment 2,616,767 355,402 2,352,230 393,035--------------------------------------------------------- --------------------------------------------------- ----------------------------------------------------- ----------------------------------------------11,925,076 825,108 10,995,391 888,205

==================================== ================================= =====================================================================

NOTE-6: SHORT-TERM BORROWINGS

Secured

LOANS REPAYABLE ON DEMAND

Working Capital Facilities from Banks (Refer Note 3.3)

- Cash Credit Facilities 1,357,813,734 2,004,236,950

- Demand Loans from Banks - 312,879,654

(For Terms Refer Note 3.3)

VENDOR FACTORING (Refer Note 6.2)

- India Factoring Finance & Solutions P. Ltd - 63,864,511

- Secured Against bank gurantees carrying discounting rate of 12.60 %Unsecured

- Inter Corporate deposits From Related Parties 29,923,735 5,607,000

- Inter Corporate deposits From Others 12,000,000 -

(Carrying interest rate of 12%.)------------------------------------------------------------------ ---------------------------------------------------------------

1,399,737,469 2,386,588,115======================================= ========================================================================================================================================================================================


31-03-2015 31-03-2014



NOTE-7: OTHER CURRENT LIABILITIES

Expenses Payable 40,435,462 50,505,888

Advances Received 60,757,870 117,935,800

Statutory Liabilities 114,051,771 86,632,842

Bonus Payable 13,949,783 12,214,096

Directors Remuneration Payable 1,014,695 704,660

Other Liabilties (Credit Cards) 153,189 138,565

Interest Accrued and due on Term Loan From Banks 21,696,319 8,344,414

Interest Accrued and due on Term Loan From Others 16,742,941 19,478,489

Current maturities of long-term debt (Refer Note No.3) 389,626,480 272,067,722

Unclaimed Dividend 447,529 447,529

Advances from Customer 2,721,164 ------------------------------------------------------------------- ---------------------------------------------------------------

661,597,203 568,470,005======================================= ============================================================== ============================================================== ===============================================

NOTE-8: SHORT-TERM PROVISIONS

Provision for Gratuity (Refer Note No.5) 469,706 495,170

Provision for Leave Encashment (Refer Note No.5) 355,402 393,034------------------------------------------------------------------ ---------------------------------------------------------------

825,108 888,204======================================= ============================================================== ============================================================== ===============================================

NOTE-10: NON CURRENT INVESTMENTUnquoted (at cost)

In Subsidiaries: -Brahmaputra Warehousing (P) Ltd. - 100,000

(Nil Equity Shares (Previous Year - 10000 Equity Shares) of Rs 10/- each fully paid up) In Associates : - Investment in Meghalaya Infratech Ltd. 32,725,000 32,725,000(Representing 12.21% of Shareholding ,Having Intrinsic Value of Rs. 495.14 Lacs on the basis of Audited Balance Sheet of 31st March 2014) (197,550 Equity Shares (Previous Year - 197,550 Equity Shares) of Rs 10/- each fully paid up) - Investment in M.L.Singhi & Associates Pvt Ltd. 3,302,500 3,302,500(Representing 14.87% of Shareholding , Having Intrinsic Value of Rs. 415.56 Lacs on the basis of Audited Balance Sheet of 31st March 2014) (6,60,500 Equity Shares (Previous Year - 6,60,500 Equity Shares)

of Rs 10/- each fully paid up) - Investment in Brahmaputra Holdings Pvt Ltd 35,000 35,000(Representing 7.61% of Shareholding , Having Intrinsic Value of Rs. 15.15 Lacson the basis of Audited Balance Sheet of 31st March 2014)(7000 Equity Shares (Previous Year - 7000 Equity Shares)of Rs 10/- each fully paid up)


31-03-2015 31-03-2014



In Others- Union Bank of India 19,200 19,200 (1,200 No of Equity Shares of Rs 10/- each fully paid up) Market Value as at 31.03.2015 Rs.1,88,040/- (Previous Year - Rs.1,64,640/-) Other Trade Investments - Capital in Joint Ventures 34,078,755 25,409,431

--------------------------------------------------- ------------------------------------------------------- TOTAL 70,160,455 61,591,131

============================= ======================================== ============================================================== ===============================================

NOTE-11: LONG TERM LOANS AND ADVANCES(Unsecured, Considered Good)

Security Deposit 8,697,433 8,629,433

Long term loan / Advances to Related Parties

- to Subsidiaries Companies - 981,868

- to Associates Companies 8,500,000 8,500,000

Long term loan/ Advances to Others (Net of Provisions) 215,303,552 299,703,552------------------------------------------------------------------ ---------------------------------------------------------------

232,500,985 317,814,853======================================= ============================================================== ============================================================== ===============================================

NOTE-12: OTHER NON CURRENT ASSETS(Unsecured, Considered Good)Retention/ Witheld By Clients 758,114,097 697,690,338(Including FDR of Rs. 1,22,75,000/-)Earnest Money Deposit 13,099,790 11,694,810(Including FDR of Rs. 57,95,100/-)Security Deposits Rent 105,000 -Claims Receivables 307,962,805 304,687,770Misc Exp (to the extent not W/o or adjusted) 1,912,873 2,535,510Pre-Operative Expenses 1,400,000 1,400,000

------------------------------------------------------------------ ---------------------------------------------------------------1,082,594,565 1,018,008,428

======================================= ============================================================== ============================================================== ===============================================

NOTE-13: INVENTORIES [AT COST]

EPC- W.I.P. 2,049,895,368 1,926,534,171- Building Material 275,503,034 294,270,648

(Including Goods in transit Rs.91,090/- (Previous Year -Rs.26,64,986/-))- Stores & Spares 43,414,867 57,567,294

Real Estate- Finished 31,718,230 197,944,322- Work In Progress 810,706,931 696,535,815

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 3,211,238,430 3,172,852,250

======================================= ============================================================== ============================================================== ===============================================

13.1 - Work in Progress ( WIP ) Inventory includes a sum of Rs. 62.30 Crores identified as " Slow Moving" by the Management, but noprovision has been made in the books of accounts as the management is hopefull to encash / recover the same in due course.


31-03-2015 31-03-2014


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NOTE-14: TRADE RECEIVABLES

Unsecured, Considered Good)From JVs

i) Debts outstanding for a period exceeding six months 210,903,718 173,665,156ii) Debts outstanding for a period less than six months 65,164,051 58,778,062

From Associatesi) Debts outstanding for a period exceeding six months 3,817,997 3,766,996ii) Debts outstanding for a period less than six months 1,591,229 -

From Othersi) Debts outstanding for a period exceeding six months 552,023,939 900,531,332ii) Debts outstanding for a period less than six months 147,072,155 181,677,793

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 980,573,089 1,318,419,339

======================================= ============================================================== ============================================================== ===============================================

NOTE-15: CASH & BANK BALANCECash & Cash EquivalentsCash in Hand 21,902,820 13,918,137Balances with Scheduled bank in Current Account

Earmarked for Unpaid Dividend 447,529 447,529Others 12,937,105 26,219,845

Others Bank Balances 1,646Balance with Banks in FDR Accounts 23,190,213 71,459,514(including Interest Accrued thereon)(Pledge with Banks as Security against BGs and LCs)(Including Rs.47,42,379/- having maturity after one Year(Previous Year Rs.1,70,45,254/-)

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 58,477,667 112,046,671

======================================= ============================================================== ============================================================== ===============================================

NOTE-16: SHORT-TERM LOANS & ADVANCES(UNSECURED, CONSIDERED GOOD)Advance For Land (Kolkata) 4,561,924 4,561,924Prepaid Exp. 12,817,125 25,433,653Insurance Claim Receivable 1,131,333 2,050,105Indirect Tax Balances / Recoverable / Credits 160,385,986 104,755,645Advance Income Tax & TDS (Net of Provision of Income Tax) 226,257,181 183,008,403Other Receivable

- From Others 50,682,553 99,130,294------------------------------------------------------------------ ---------------------------------------------------------------

TOTAL 455,836,102 418,940,024======================================= ============================================================== ============================================================== ============================

NOTE-17: REVENUE FROM OPERATIONSCivil Contracts / Projects 2,429,274,413 2,372,271,837Real Estate 343,838,647 148,017,827Prior Period Income 876,389 12,267,078Claims on excalations & others - 62,953,423

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 2,773,989,449 2,595,510,165

======================================= ============================================================== ============================================================== ============================


31-03-2015 31-03-2014



NOTE-18: OTHER INCOMEDividend Received 1,560 12,840Profit/(Loss) from Joint Venture 1,851,306 4,679,810Misc. Income 819,557 529,263Interest Received on FDR 6,242,867 8,006,595Liabilities no longer required hence written back 12,826,383 512,315Rent Received - 240,000Profit/(Loss) from Sale of Fixed Assets 2,854,474 -Discount Received 31,280 4,695

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 24,627,427 13,985,518

======================================= ============================================================== ============================================================== ============================

NOTE-19: COST OF MATERIAL CONSUMED

Raw Material Consumed 608,443,855 774,285,900------------------------------------------------------------------ ---------------------------------------------------------------

TOTAL 608,443,855 774,285,900======================================= ============================================================== ============================================================== ============================

NOTE-20: CHANGES IN INVENTORIES OF WORK IN PROGRESS

WIP at close 2,049,895,366 1,926,534,171Less: WIP at Commencement 1,926,534,170 1,790,891,128Less: Prior Period Adjustment 397,950 99,326

------------------------------------------------------------------ ---------------------------------------------------------------(B-A) (122,963,246) (135,543,717)

======================================= ============================================================== ============================================================== ============================

NOTE-21: STAFF COSTStaff Salary 117,809,298 155,414,899Directors' Remuneration Including Perks 4,291,066 9,367,769Bonus, Gratuity & Leave Encashment 2,907,479 2,313,658Recruitment Expenses 614,384 40,000Medical Reimbursement 439,666 572,864Contribution to Provident Fund etc. 766,863 629,543Employee's welfare 3,823,706 2,488,372

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 130,652,462 170,827,105

======================================= ============================================================== ============================================================== ============================

NOTE-22: FINANCE COSTSA) Interest Expenses

(i) On Borrowings/Advances 383,554,988 394,024,826(ii) On TDS late deduction/deposit 5,353,324 2,768,447(iii) Others 13,261,019 6,242,077

B) Other Borrowing Cost 46,095,506 44,781,864------------------------------------------------------------------ ---------------------------------------------------------------

TOTAL 448,264,837 447,817,214======================================= ============================================================== ============================================================== ============================


31-03-2015 31-03-2014



NOTE-23: OTHER EXPENSESDirect Expenses

Diesel & Lubricants consumed 76,457,002 105,537,094Stores & Spares Consumed 66,459,689 48,561,204Machinery Rental Charges (Net) 32,247,545 45,817,461Entry Tax Paid 274,393 173,901Freight & Cartage 6,533,495 13,601,571Labour Charges (645,575) 443,595Road Tax & Permit expenses 1,289,289 816,671Survey/Lab Testing/ Exp 505,040 3,227,195Security Exp at site 5,514,072 7,358,510Site Operation Expenses 1,137,189,838 791,528,240Taxi Hire Charges 3,852,851 5,852,236Insurance expenses 16,803,196 24,126,079Repairs & Maint. Machinery Exp 10,836,669 5,717,271Works Contract Tax 76,669,040 79,737,668Service tax paid 11,456,053 23,287,421Real Estate - Cost of sale 266,359,813 98,286,727Prior Period Expenses 7,203,416 22,859,776Labour Cess 21,584,583 18,945,752

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL : A 1,740,590,409 1,295,878,372

======================================= ============================================================== ============================================================== ============================

Admistrative ExpensesAdvertisement & Publicity 696,879 3,618,228Business promotion Exp 1,090,581 670,788Director sitting fee 700,000 540,000Wealth Tax 110,000 125,200Property Tax 550,232 550,232Professional Tax 18,308 67,330Books & Periodicals 127,231 173,645Filing Fees 129,039 116,864(Profit)/Loss on Sale/ Transfer of Fixed Assets - 712,527Office Expenses 3,154,963 4,425,012Postage & Courier 441,696 536,160Telephone Expenses 4,256,404 5,354,120Printing & Stationery 1,193,746 1,870,718

Legal & Professional 7,292,186 9,049,011Rent 8,151,986 10,007,194Repair & Maintenance (Building) 246,673 161,124Repair & Maintenance (Others) 701,550 554,931Miscellaneous Expenses Written off 761,052 756,873Tender Fee 315,728 2,023,423Travelling & Conveyance (Others) 9,465,779 9,636,530Travelling Expenses (Directors) 885,768 1,279,059Vehicle Running Expenses 2,345,776 1,942,634


31-03-2015 31-03-2014



Festival Expenses 152,830 363,325Donation 367,718 955,653Other Administrative Expenses 6,231,200 2,634,851Penalties 251,421 2,106,025Sundry Balances written off 13,849,961 4,180,559Bad Debts 513,026 13,731,464Provision for Doubtfull debts - 10,632,254AUDITORS REMUNERATIONSAudit Fees 627,808 626,839Tax Audit Fees 194,046 194,055Other Matters 183,595 183,588

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL : B 65,007,182 89,780,216

------------------------------------------------------------------ --------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------

TOTAL : A+B 1,805,597,591 1,385,658,588======================================= ============================================================== ============================================================== ============================

NOTE-24: EXTRA ORDINARY ITEMLoss on Foreclosure of Project 76,934,625 -

------------------------------------------------------------------ --------------------------------------------------------------- 76,934,625 -

======================================= ========================================================================================================================================================================================

NOTE-25: EARNING PER SHARE (EPS)Net profit after tax as per Statement of Profit & Loss attributable to- (253,995,394) (209,176,552)- Equity Share Holder

Weighted Average number of equity shares used asdenominator for calculation of Basic EPS 29,018,400 29,018,400Basic Earnings Per Share (8.75) (7.21)Weighted Average number of equity shares used asdenominator for calculation of Diluted EPS 29,018,400 29,018,400Diluted Earnings Per Share (8.75) (7.21)Face value per Equity share ( In Rs.) 10 10


31-03-2015 31-03-2014



NOTE - 26

SIGNIFICANT ACCOUNTING POLICIES AND OTHER DISCLOSURES FORMING PART OF CONSOLIDATED BALANCESHEET AS ON 31ST MARCH , 2015 AND CONSOLIDATED STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ONTHAT DATE

A. SIGNIFICANT ACCOUNTING POLICIES

1. Basis of accounting

The Consolidated financial statements have been prepared to comply with the requirements of the Companies Act,2013 and Companies Act ,1956 wherever applicable, under the historical cost convention on the accrual basis ofaccounting except interest on Mobilization/Equipment Advances is being accounted for on actual recovery basis andInterest on Late/Non Payment of Term Loan Installments of Financers accounted for as and when settled.

In case of DRA – BLA – BCL JV liability towards Provident Fund, ESI, Royalty and VAT on Sale of Crusher Dust areaccounted for on actual payment basis.

Also the Consolidated financial statements have been prepared in accordance with the Accounting Standards specifiedunder Section 133 of the Act, read with Rule 7 of the Companies ( Account) Rules, 2014 except Accounting Standard– 23 ( Accounting for Investment in Associates in Consolidated Financial Statements).

2. Use of estimates

The preparation of financial statements in conformity with generally accepted accounting policies requires managementto make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingentassets and liabilities at the date of the financial statement and the reported accounts of revenues and expenses for theyears presented.

3. Revenue recognitiona. Income from construction contracts is recognized by reference to the stage of completion of the contract activity

as certified by the client.b. Revenue from real estate projects is recognized on the basis of percentage of completion method of accounting.c. Income from industrial park project is recognized on the time of execution of registered sale deed / agreement to

sale, in relation to sold areas only.d. “Bill raised but unsettled” have been accounted for in the books at the value reasonably ascertained by the

management on the date of raising the bill.e. Claims in respect of civil contracts lodged/awarded with/by the respective Department which may pertains to

earlier years have been accounted for in the books in the year of its certainty and at value /enhanced valuereasonably ascertained by the management.

4. Joint Ventures

Revenues / Expenses from contracts executed by the Holding Company in joint ventures on back-to-back arrangementbasis are recognized on the same basis as similar contracts independently executed by the Company. HoldingCompany’s share in the Profit / Loss from joint ventures is accounted as and when the same is determined by the jointventure.

5. Employee benefit

During the year under review the Group has provided Bonus on accrual basis, Provident fund and ESI contribution foreligible employees has been provided on actual liability basis and Gratuity and Leave Encashment has been providedbased on actuarial valuation.

However, Gratuity in case of one Subsidiary Namely Brahmaputra Concrete (Bengal) Private Limited is being accountedon payment basis.

Also Provident Fund and ESI is being accounted for on actual payment basis in case of DRA-BLA-BCL JV.

6. Investment

Long term and short term investments both are stated at cost. No provision for diminution in quoted investment ismade because of its Long Term Nature.

7. Inventory

(a) All inventories consisting of Work in Progress (Contract), Materials & Stores in hand and Real-estate division hasbeen valued at cost as determined by the Management.

(b) No Provision is being made for slow moving work in progress as the management is hopefull to recover at stated value.



8. Foreign currency transactions

a. Transactions in foreign currencies are accounted for at exchange rate prevailing as on date of transaction.

b. All assets and liabilities in foreign currencies existing at balance sheet date are translated at the rate of balancesheet date.

9. Misc. expenditure.

a) Preliminary expenses are amortized over a period of 10 years, However in the case of one Subsidiary CompanyNamely Brahmaputra Industrial Park P Ltd these expenses shall be written off in the year of commencement ofbusiness operation.

b) Increase in share capital expenses are amortized over a period of 5 years.

c) Amalgamation expenses are amortized over a period of 5 years.

10. Fixed assets.

Fixed Assets has been stated at cost less accumulated depreciation. Cost includes purchase price and all otherattributable cost of bringing the assets to working condition for intended use.

11. Depreciation

Depreciation on Fixed Assets has been provided as per Useful Lies Method prescribed under Schedule – II of CompaniesAct, 2013 i.e Depreciable Amount ( Cost Less 5% Residual Value) is to be charged over usefull life of Fixed Assetunder Straight Line Method of Depreciation.

Carrying Amount of Fixed Asset as on 31.03.2014 is to be depreciated over remaining life of the asset , however if thelife of asset expires before 31.03.2014 it is debited to Reserve and Surplus for the year.

However in case of one Subsidiary Company (Brahmaputra Concrete Private Limited) Depreciation is Charged onWritten Down Value Method.

Also No Depreciation Provided for the year in case of one Subsidiary Company namely Brahmaputra Concrete BengalPvt. Ltd.

12. Contingent liabilities

Contingent Liabilities not admitted by the company are not provided for in the accounts but are disclosed by way ofother disclosures.

13. Taxation

Income Tax comprises current tax and deferred tax. Deferred tax assets and liabilities are recognized for the future taxconsequences of timing differences subject to consideration of prudence. Deferred tax assets and liabilities are measuredusing the tax rates enacted or substantively enacted by the balance sheet date.

14. Earning per share

The earnings considered in ascertaining Group EPS comprises the net profit after tax. The number of shares used incomputing basic EPS is the weighted average number of shares outstanding during the year of holding company

15. Borrowing cost

Borrowing costs that are directly attributable to the acquisition or construction of a qualifying asset are considered aspart of the cost of that asset. Other borrowing costs are recognized as an expense in the year in which they areincurred.

16. Prior Period Income/Expenses.

Income/Expenses related to Prior Period are shown separately in “Note” to financial Statement under their naturalhead and the impact of amounts is separately disclosed in other disclosures.

17. Impairment of assets

Pursuant to Accounting Standard (AS-28) on – Impairment of assets issued by the Institute of Chartered Accountant ofIndia, the group assessed its fixed assets for impairment as at the year end and concluded that there has been nosignificant impaired fixed assets that needs to be recognized in the books of accounts.

18. Lease rental payments being operating lease is accounted for as an expenses on accrual basis.

19. Insurance claims lodged / Receivable with the respective departments has been accounted for in the books at thevalue either mutually settled or reasonably ascertained by the management.

20. Provision for Doubtful Debts is being made at value estimated by the management.



B. CONSOLIDATION DISCLOSURES

1. Principles of Consolidation

a) The consolidated financial statement pertain to Brahmaputra Infrastructure Limited, its subsidiaries andUnincorporated Joint Ventures as details below

Name of the Company / JV Country of % of Voting power % of VotingIncorporation / Share in JV held as power / Share in JV

on 31/03/2015 held as on 31/03/2014

Incorporated EntitiesBrahmaputra Concrete Pvt. Ltd. India 100 100Subsidiary CompanyBrahamputra Concrete (Bengal) (P) Ltd. India 52.38 52.38Subsidiary CompanyBrahmaputra Property India 100 100Management & Services Pvt. Ltd.Subsidiary Company

Brahmaputra Real Estate Pvt. Ltd. India 100 100Subsidiary Company

Brahmaputra Industrial Park Pvt. Ltd. India 80 80Subsidiary Company

Unincorporated EntitiesDRA-BLA-BCL (JV) N.A. 25 25Joint VentureGPL- Brahmaputra Consortium Limited (JV) N.A. 49 49Joint VentureBIL- BLA-GSCO (JV) N.A. 60 60Joint Venture

b) I) Like earlier years the financial statements of Brahmaputra Infrastructure Limited and its subsidiaries have beencompiled by adding together on a line by line basis the book value of like items of assets, liabilities, income andexpenses, after eliminating intra group balances and intragroup transactions.

II) Like earlier years the financial statements of Brahmaputra Infrastructure Limited and its Joint Ventures have beencompiled by adding together on a line by line basis the proportionate book value of like items of assets, liabilities,income and expenses, after eliminating intra group balances and intra group transactions.

III) The Excess of the cost of the Company and its investments over its share in the Joint Ventures / equity of thesubsidiaries company as on the date (or as near to the date as practicable) of takeover is recognized in theconsolidated financial statements as goodwill / Surplus.

IV) The lower of the cost of the Company and its investments over its share in the Joint Ventures / equity of subsidiar-ies company as on the date (or as near to the date as practicable) of takeover is recognized in the consolidatedfinancial statements as Capital Reserve on Consolidation.

c) The consolidated financial statements have been prepared using the accounting policies followed by the respectivesubsidiaries companies and joint ventures. No effect has been given for difference in the accounting policies of subsid-iaries and joint venture, however where different accounting policy followed by the subsidiary and Joint ventures incomparison to holding company , such fact has been duly reported in accounting policy itself.

d) Accounting Policies of the financial statement of the Company, its Subsidiaries and Joint Venture are set out in theirrespective financial statements and should be read on consonance with them.



2. Following are the Associate Companies with % of Shareholding :

Name of the Company Country of Incorporation % of Voting power / Sharein JV held as on 31/03/2015

Meghalaya Infratech Ltd. India 12.21%

Brahmaputra Holdings Pvt. Ltd. India 7.61%

M.L. Singhi & Associates Pvt. Ltd. India 14.87%

Share of Profit / Loss of the Group in above Associates Companies has not been accounted for in ConsolidatedFinancials because of non availability of Audited Financials of Associates, However Intrinsic Value of Investment isbeing shown as footnote below the Investment Particulars in Note No. 10.

C. OTHER DISCLOSURES

1. Contingent liabilitiesa) Guarantees given by banks towards performance, financial and contractual commitments (Net of FDR) on behalf

of the Company Rs. 26,295.28/- Lacs (previous year Rs 39940.70 Lacs).b) Letter of Credit o/s as on 31-03-15 Rs. 599.38 Lacs (Net of Margin) (Previous Year Rs.580.68 Lacs )c) Vat Liability against housing project at Guwahati is estimated to be approx. Rs. 47.87 Lacs (Previous Year 47.87

Lacs).d) Income Tax Demand (including interest) of Rs. 515.83 Lacs (Previous Year-515.83 Lacs ) under section 153A/

143(3) of Income Tax Act,1961 as the same is under appeal with I.T Authorities. However the I.T Deptt. Hasrecovered Rs 513.62 Lacs against outstanding refunds shown under “ Advance Income Tax & TDS (Net of Provi-sion for income tax )” under Note No. 16.

e) Service Tax demand of Rs. 1488.42 Lacs (Previous Year-Rs.1488.42 Lacs) for F.Y.2005-06 to F.Y. 2010-11 andpenalty of Rs.173.24 Lacs ( Previous Year-173.24 Lacs). However the Deptt. Has recovered Rs 300 Lacs whichis shown under “ Indirect Tax Balances / recoverable / Credits” under Note No. 16.

f) VAT/Entry Tax liability against Lucknow Airport Project is estimated to be Approx Rs.196.62 Lacs ( Previous Year- 54.25 Lacs ).

g) Income Tax demand of Rs.0.70 Lacs (Previos Year - 0.70 Lacs ) for penalty of U/s.271(1b).h) Income Tax demand for penalty U/s 272 (A)(2)(k) of Rs.3.50 Lacs ( Previous Year - 3.50 Lacs ).i) Penalty for Non Submission of C Form under Lucknow Airport Project - Rs 72.69 Lacs (Previous Year - NIL).

3. The Balance of Security Deposit/ Retention Money, Earnest Money, Withheld Money, Trade Receivables, Loans &Advances and Trade payables are subject to their confirmation.

4. Rs. 7,04,34,973/- (Previous Year - Rs. 6,71,59,938/-) recoverable from DDA against Service tax against which Peti-tion have been filed in High Court of Delhi and the same is pending. In the opinion of the Management, the same isconsidered good and will be recovered in due course therefore no provision has been made in the books of accounts.

5. Trade payable and Trade Receivable are shown net off business advances.

6. Receipts from Civil Contracts / Projects and bill raised but unsettled are inclusive of VAT and / or Service Tax whereverapplicable.

7. Previous year figures having been re-worked, regrouped rearranged and reclassified wherever necessary to makethem comparable with current year figures. Also Brahmaputra Warehousing Private Limited is not Subsidiary as on31.03.2015 , hence previous year figures also revised to remove the effect of such subsidiary.

8. Current Tax is determined based on the provision of the Income Tax Act 1961 including treatment of Retention Moneyamount as contingent amount taxable in the year of its real accrual/ receivable based on real income theory. Deferredtax has been provided for all timing difference as required under the provisions of the Accounting Standard -22 issuedby the Institute of Chartered Accountants of India.

9. In the opinion of the Directors, the Current Assets, Non Current Assets, Claim Receivables, Outstanding ArbitrationalClaim,Loan & Advances (excluding retention money) have a value on realization in ordinary course of business atleast equal to the amount at which they are stated in the Balance Sheet.

10. The group has not received information from vendors regarding their status under the Micro, Small and mediumEnterprise Development Act,2006 and hence disclosure relating to amounts unpaid as at the year end together withinterest paid/payable under this Act has not been given.



11. In case of One of Joint Venture DRA-BLA-BCL (JV) (25% Share) The balance of SREI Equipment Finance Ltd. as on31st march 2015 in the books of the joint venture is shown as Rs. 3,31,18,787/- but in the account statement receivedfrom SREI Equipment Finance Ltd. the closing balance in shown as Rs 4,40,02,294/-. The Difference is of Rs 1,08,83,507/- which was debited to SREI Equipment Finance Limited on 22.12.2014 as per books of accounts of Joint Venture , butthe same was not found in the account statement received from SREI Equipment Finance Limited.

12. Profit After Tax is after considering the following Income,Expenditure & Taxes which relates to Prior Period

Particulars 2014-2015 2013-14

A. Income 8.76 122.67

B. Expenses 72.03 228.60

C. Taxes 6.01 2.89

13. Segment Reporting

The Group has two segments – Heavy Civil Construction Division and Real Estate. Individual reporting is given below:

Primary Segment (Business Segment) (Rs. in Lacs)

Particulars Heavy Civil Real TotalConstruction Estate

Division Division

A. Revenue

External 24,301.50 3,438.39 27,739.89

(24,474.92) (1,480.18) (25,955.10)

B. Results

(Loss) Before Tax -3918.99 720.45 -3,198.54(-3331.81) (497.31) (-2,834.50)

Provision for Income Tax -177.75 233.75 56.00(-160.97) (161.35) (0.38)

Provision for Deferred Tax -720.6 - -720.6(-745.76) (NIL) (-745.76)

Prior Period Income Tax 6.01 - 6.01(2.89) (NIL) (2.89)

Profit after Tax -3026.65 486.70 -2539.95(-2477.98) (335.96) (-2092.01)

C. Other Information

Segment Assets 61,083.56 11,461.41 72,544.97(64,299.02) (12,822.47) (77,121.49)

Segment Liability 53,453.20 5,422.98 58,876.18(57,643.18) (4,548.45) (62,191.63)

Capital Expenditure 306.23 Nil 306.23(512.57) (76.10) (588.68)

Depreciation 1,715.41 NIL 1,715.41(2,498.75) (NIL) (2,498.75)

Non cash expenditure other than depreciation 7.61 NIL 7.61(7.57) (NIL) (7.57)

14. Deferred Tax Liability

The break up of tax effect of timing differences is given as under:

S. Item of timing Difference Opening as at Charge/ Closing as atNo. 01.04.2014 (Release) 31.03.2015

duringthe period

1 Depreciation 20,50,710 (1,42,28,381) (1,21,77,671)

2 Retention Money Adjustment 18,79,20,675 (1,94,95,877) 16,84,24,798

3 Disallowance under Income Tax Act (90,04,831) (7,53,72,427) (8,43,77,258)

4 Business Loss to be c/f (3,70,36,685) 3,70,36,685 Nil

Total 14,39,29,869 (7,20,60,000) 7,18,69,869

In terms of our attached audit report of even dateFor A.B. BANSAL AND COMPANY For and on behalf of Board of DirectorsCHARTERED ACCOUNTANTSFirm Regn. No. : 010538N





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CIN: L55204DL1998PLC095933Regd. Office: Brahmaputra House, A - 7, Mahipalpur, New Delhi - 110037Website: www.brahmaputragroup.com, Email: [email protected]

Tel. No.: +91 11 42290200; Fax No.: +91 11 41687880

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