BROOKEFIELDS REAL ESTATES AND PROJECTS PRIVATE LIMITED
ANNUAL REPORT 2018‐2019
BOARD’S REPORT
Dear Members
We have pleasure in presenting the Eleventh Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2019. FINANCIAL HIGHLIGHTS: The financial highlights of the Company for the year ended 31st March, 2019 is as follows: (Rupees in Lakhs)
Particulars Year ended
31st March 2019
Year ended
31st March 2018
Total Income 16.39 ‐
Total Expenses 94.18 116
Profit/Loss before tax (78) (116)
Income Tax ‐ ‐
Profit/Loss after tax ‐ ‐
Other Comprehensive Oncome ‐ ‐
Total Comprehensive Income (78) (116)
STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK: Your Company is developing an IT/ ITes SEZ project of over 3 million square foot at Brookefields, Bangalore known as “Brigade Tech Gardens”. During the year, the construction of 1.1 mn. sq. ft. has been developed and occupancy certificate for the same has been received. The construction is going on at rapid phase and the project will be developed fully in the next 6 to 9 months’ time. The leasing activity has also commenced and some letter of intents have already been signed
SCHEME OF AMALGAMATION: During the year, the Board and Shareholders have approved the Scheme of Amalgamation in which your Company will amalgamate with Brigade Properties Private Limited, Holding Company. The Board of Directors and Shareholders of Brigade Properties Limited have also approved the Scheme of Amalgamation. The rationale for the Amalgamation is to reduce the number of audits, reduction in costs, inter‐company transactions would be reduced, would bring greater management focus and
integration for more efficient operations and controls. The scheme of amalgamation is a fast track merger scheme which will come under the jurisdictional Regional Director, Ministry of Corporate Affairs. The Scheme and Petition has been filed with the Office of the Regional Director, South East Region at Hyderabad, Ministry of Corporate Affairs. The scheme has also been filed with the Registrar of
Companies, Karnataka and the office of the Official Liquidator in Karnataka. The approval for the scheme of the amalgamation is in final stages and the order is expected to be passed by the Office of the Regional Director, Ministry of Corporate Affairs shortly. HOLDING / SUBSIDIARY/ ASSOCIATES: The Company is a wholly owned subsidiary of Brigade Properties Private Limited and there are no other subsidiaries / associates. TRANSFER TO RESERVES: During the year under review, the Company does not have any profits which can be transferred to Reserves. DIVIDEND: The Company doesn’t have any profits for dividend to be considered by the Board. FIXED DEPOSITS: The Company has not accepted any deposits in terms of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review. Accordingly, no amount is outstanding as on the balance sheet date. SHARE CAPITAL: During the year under review, there was no change in the share capital of the Company. The paid up share capital of the Company is Rs.12,94,60,000 consisting of 1,29,46,000 equity shares of Rs.10/‐ each. BOARD OF DIRECTORS: The Board of Directors of the Company comprises of 4 Directors of which 2 are Non‐Executive Independent Directors and 2 Non‐Executive Directors as on 31st March, 2019. The composition of the Board of Directors is in accordance with the provisions of the Companies Act, 2013. In accordance with the provisions of Section 152(6)(e) of the Companies Act, 2013, Mr. Dinesh Meel (DIN: 06406897), Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.
The Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013. None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013. KEY MANAGERIAL PERSONNEL: During the year under review, Mr. Ankit Garg has been appointed as Chief Financial Officer of the
Company with effect from 24th July, 2018. Further, Mr. Nagaraj K V, Company Secretary has resigned
from the position of Company Secretary with effect from 5th January, 2019 and Ms. Akanksha Bijawat
has been appointed as Company Secretary of the Company with effect from 25th January, 2019.
Mr. Pradyumna K, Manager, Ms. Akanksha Bijawat, Company Secretary and Mr. Ankit Garg, Chief Financial Officer are the Key Managerial Personnel in accordance with the provisions of Section 203 of the Companies Act, 2013. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The Directors of the Company are appointed by the members at annual general meetings in accordance with the provisions of the Companies Act, 2013 and the Rules made thereunder. The Company has adopted the provisions of the Companies Act, 2013 for appointment and tenure of the Directors. The Company’s Remuneration Policy for Directors, Key Managerial Personnel and Senior Management
Personnel is contained in Annexure‐1.
BOARD MEETINGS:
During the year under review, the Board of Directors of the Company has met 5 times and the details of the same is as tabled below:
Dates on Which Meetings were Held Total Strength of the Board No of Directors Present
17th April, 2018 4 (Four) 3 (Three)
20th April, 2018 4 (Four) 4 (Four)
24th July, 2018 4 (Four) 4 (Four)
2nd November, 2018 4 (Four) 4 (Four)
25th January, 2019 4 (Four) 4 (Four)
In accordance with the provisions of the Companies Act, 2013, a separate meetings of the
Independent Directors was held on March 30, 2019.
ATTENDANCE OF DIRECTORS AT BOARD MEETINGS AND ANNUAL GENERAL MEETING: The Board of Directors of the Company have attended the Board Meetings & Annual General Meeting the details of which are as follows:
Name of the Director Board meetings attended in the financial year 2018‐2019
Attendance in the 10th Annual General Meeting held on 29th September, 2018
No. of Committee positions held in other Public Limited Companies
Chairman Member
Mr. Roshin Mathew 4 (Four) Yes Nil Nil
Mr. Dinesh Meel 5 (Five) Yes Nil Nil
Mr. Mohan Parvatikar 5 (Five) No Nil Nil
Ms. Meera Krishnakumar
3 (Three) No Nil Nil
AUDIT COMMITTEE:
During the year 2018‐19, the Audit Committee met 4 times. The dates on which the said meetings were held are as follows: 20th April, 2018 24th July, 2018
2nd November, 2018 25th January, 2019
The composition of the Audit Committee and the details of meetings attended by its members are
given below:
SI No. Name of the Directors Designation No. of Committee Meetings during the year 2018‐19
Held Attended
1 Mr. Mohan Parvatikar Chairman 4 (Four) 4 (Four)
2 Mr. Dinesh Meel Member 4 (Four) 4 (Four)
3 Mr. Roshin Mathew Member 4 (Four) 3 (Three)
4 Ms. Meera Krishnakumar Member 4 (Four) 4 (Four)
The Company Secretary officiates as the Secretary of the Committee. NOMINATION & REMUNERATION (NRC) COMMITTEE:
During the year, the Nomination & Remuneration (NRC) Committee met on 25th January 2019. The composition of the NRC Committee and the details of meetings attended by its members are given below:
SI No. Name of the Directors Designation No. of Committee Meetings during the year 2018‐19
Held Attended
1 Mr. Roshin Mathew Chairman 1 (one) 1 (one)
2 Ms. Meera Krishnakumar Member 1 (one) 1 (one)
3 Mr. Dinesh Meel Member 1 (one) 1 (one)
4 Mr. Mohan Parvatikar Member 1 (one) 1 (one)
The Company Secretary acts as the Secretary of the Committee. DIRECTORS’ RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and explanations Obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: (a) that in the preparation of the annual financial statements for the year ended 31st March, 2019,
the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
(b) that such accounting policies have been selected and applied consistently and judgment and
estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the profit of the Company for the year ended on that date;
(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) that the annual financial statements have been prepared on a going concern basis;
(e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
(f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
BOARD EVALUATION: Structured assessment forms were sent to all the Directors for the overall Board evaluation comprising various aspects of the Board’s functioning in terms of structure, its meetings, strategy, governance and other dynamics of its functioning besides the financial reporting process, internal controls and risk management. The evaluation of the Committees were based on their terms of reference fixed by the Board besides the dynamics of their functioning in terms of meeting frequency, effectiveness of contribution etc. Separate questionnaires were used to evaluate the performance of individual Directors on parameters such as their level of engagement and contribution, objective judgement etc.
REMUNERATION DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES: During the year under review, the Company has not paid any remuneration to the Key Managerial Personnel. None of the Directors has received any remuneration for attending the Board/Committee Meetings. The Independent Directors were paid sitting fees for attending the Board/ Committee Meetings. STATUTORY AUDITORS:
The members of the Company at the Eighth Annual General Meeting held on 11th September, 2015 approved the appointment of M/s S.R. Batliboi & Associates LLP, Chartered Accountants, (Firm Registration No.101049W/ E300004) as the Statutory Auditors of the Company for a period of 5 years till the conclusion of Thirteenth Annual General Meeting in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. There are no qualifications or adverse remarks in the Statutory Auditors’ Report for the financial statements for the year ended 31st March, 2019 which require any explanation from the Board of Directors. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All transactions entered into during the financial year 2018‐2019 with related parties were in the ordinary course of business and on arm’s length basis.
The details of the transactions with related parties (including material transactions) during the year are listed out in note 18 forming part of the standalone financial statements.
INTERNAL FINANCIAL CONTROL SYSTEM:
The Internal Financial Control System of the Holding Company has been implemented in the Company and the same are found to be adequate. MATERIAL CHANGES AND COMMITMENTS: There were no material changes and commitments for the period under review, which significantly affects the financial position of the Company.
SIGNIFICANT OR MATERIAL ORDERS: During the financial year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in the future.
RISK MANAGEMENT: The Board of Directors and Audit Committee establish policies to monitor and evaluate risk
management systems of the Company. M/s. Deloitte Haskins & Sells LLP, Internal Auditors of the
Company undertake the risk evaluation of processes in different departments of the Company and
the same is presented to the Audit Committee/ Board of Directors on a quarterly basis.
The Audit Committee and Board review the risks associated with different departments and functions
as well the mitigation measures against such risks on the continuous basis both independently as well
as based on the periodic reports of the Internal Auditors of the Company.
EXTRACT OF ANNUAL RETURN:
In terms of Section 92 (3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the financial year 2018‐19 in Form No. MGT‐9 is appended as Annexure‐2 to this Report. CORPORATE SOCIAL RESPONSIBILITY: The provisions relating to Corporate Social Responsibility are not applicable to the Company as on 31st March, 2019. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. CONSERVATION OF ENERGY:
The company has not commenced the operations and therefore there is no consumption of energy. B. TECHNOLOGY ABSORPTION: NIL
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review, the Company has neither earned nor used any foreign exchange. HUMAN RESOURCES:
There are no employees on the rolls of the Company at present.
ACKNOWLEDGEMENTS: The Directors wish to place on record their appreciation and sincere thanks to all the stakeholders for the continued support and patronage. We look forward to your support and co‐operation in the coming years. By order of the Board For Brookefields Real Estates and Projects Private Limited
Place: Bangalore Mr. Dinesh Meel Mr. Mohan Parvatikar Date: 3rd May, 2019 Director Director
DIN: 06406897 DIN: 00235941
1
2
3
4
5
6
7
1
Name and Address of the company Applicable Section
2(46)
Demat Physical Total % of Total Shares
Demat Physical Total % of Total Shares
- - 0.00% - - 0.00% 0.00%
- - 0.00% - - 0.00% 0.00%
- - 0.00% - - 0.00% 0.00%
- - 0.00% - - 0.00% 0.00%
- - 0.00% - - 0.00% 0.00%
- - 0.00% - - 0.00% 0.00%
- - 0.00% - - 0.00% 0.00%
- - 0.00% - - 0.00% 0.00%
- - 0.00% - - 0.00% 0.00%
- - 0.00% - - 0.00% 0.00%
- - 0.00% - - 0.00% 0.00%
- - - 0.00% - - - 0.00% 0.00%
- - - 0.00% - - - 0.00% 0.00%
- 0.00% - 0.00% 0.00%
0.00% 0.00% 0.00%
- 0.00% - 0.00% 0.00%
- 0.00% - 0.00% 0.00%
- 0.00% - 0.00% 0.00%
0.00% 0.00% 0.00%
- 0.00% - 0.00% 0.00%
- - - 0.00% - - - 0.00% 0.00%
ANNEXURE-2
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
0.00%
-
Brookefields, Kundalahalli, Marathahalli Post, Bangalore – 560 037
No
NA
0.00% - 0.00% 0.00%
- 0.00% -
Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company
NA
Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.
(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)
Whether listed company
Category/Sub-category of the Company
Address of the Registered office & contact details
Name, Address & contact details of the Registrar & Transfer Agent, if
Indian Non Government Company
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
I. REGISTRATION & OTHER DETAILS:
Company Limited by Shares
CIN
Brookefields Real Estates and Projects Private Limited
1st October, 2007
U70100KA2007PTC085237
Registration Date
Name of the Company
- NIL
% of Shares held
100%
CIN/GLNBrigade Properties Private Limited 29th
Flr,World Trade Center,Brigade Gateway Campus,26/1, Dr.Rajkumar Road, Malleswaram-Rajajinagar, Bangalore-
560055
Holding /Subsidiary/Associate
U70200KA2007PTC042824 Holding Company
As on financial year ended on 31.03.2019
EXTRACT OF ANNUAL RETURN
FORM NO. MGT 9
(Equity share capital breakup as percentage of total equity)(i) Category-wise Share Holding
g) FIIs
i) Others (specify)
Sub-total (B)(1):-
No. of Shares held at the end of the year % Change during the year
Category of Shareholders
No. of Shares held at the beginning of the year
S. No.
Sub Total (A) (1)
f) Any other
IV. SHAREHOLDING PATTERN
f) Insurance Companies
c) Central Govt
b) Banks / FI
e) Banks / FI
d) Bodies Corp.
c) State Govt(s)
b) Central Govt
a) Individual/ HUF
(1) Indian
A. Promoters
d) State Govt(s)
e) Venture Capital Funds
h) Foreign Venture Capital Funds
a) Mutual Funds
1. Institutions
a) NRI Individuals
(2) Foreign
B. Public Sh h ldi
TOTAL (A)
Sub Total (A) (2)
d) Any other
c) Bodies Corp.
b) Other Individuals
0.00%
12945999 ‐ 129,45,999 99.99% 129,45,999 ‐ 129,45,999 99.99% 0.00%
0.00% 0.00% 0.00%
- 0.00% - 0.00% 0.00%
0.00%
0.00% 0.00% 0.00%
- 0.00% - 0.00% 0.00%
0.00% 0.00% 0.00%
0.00% - - - - -
0.00% - - - - -
0.00% - 0.00% 0.00%
- 0.00% - 0.00% 0.00%
129,45,999 1 129,46,000 100.00% 129,45,999 1 129,46,000 100.00% 0.00%
129,45,999 1 129,46,000 100.00% 129,45,999 1 129,46,000 100.00% 0.00%
129,45,999 1 129,46,000 100.00% 129,45,999 1 129,46,000 100.00% 0.00%
(ii) Shareholding of Promoter- NIL
(iii) Change in Promoters’ Shareholding (please specify, if there is no change) - NIL
(iv) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs):
1
01.04.2018 -
- -
31.03.2019 99.99% 99.99%
2
01.04.2018 0.01%
-
31.03.2019 0.01% 0.01%
(v) Shareholding of Directors and Key Managerial Personnel: NIL
* Beneficial interest is with Brigade Properties Private Limited
- Changes during the year
At the end of the year 1 1
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh
0.00%
0.00% 0.00%
0.00%C. Shares held by Custodian for GDRs & ADRs
0.01%
SN For each of the Top 10 shareholders
Date Reason Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares No. of shares % of total shares
Foreign Bodies - D R
Sub-total (B)(2):-
Total Public (B)
Grand Total (A+B+C)
- 0.00% 0.00%
- 0.00%
-
b) Individuals
2. Non-Institutions
i) Indian
ii) Overseas
At the beginning of the year
Changes during the year
129,45,999
At the end of the year 129,45,999 129,45,999
Non Resident Indians
c) Others (specify)
a) Bodies Corp.
- 1
Overseas CorporateBodies
Foreign Nationals
Clearing Members
Trusts
HUF
Directors
Employees
1 0.01% - 1 1 0.01%
1
ROSHIN MATHEW *
At the beginning of the year
BRIGADE PROPERTIES PRIVATE LIMITED
0.00%
52,933.00
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: NILA. Remuneration to Managing Director, Whole-time Directors and/or Manager:
SN. Total Amount
(Rs/Lac)
-
2 -
3 -
-
-
-
5 -
-
B. Remuneration to other DirectorsSN. Total Amount
(Rs/Lac)
3.00
-
-
3.00
-
-
-
-
-
3.00
SN. Total Amount
(Rs/Lac)
-
-
-
-
-
-
29,477.00
-
Indebtedness at the beginning of the financial year
i) Principal Amount
29,477.00
ii) Interest due but not paid
Total (i+ii+iii)
Indebtedness at the end of the financial year
-
-
52,933.00
-
-
- -- -
-
-
-
- -
-
- 52,933.00
41,700.00
- - -
Independent Directors
Fee for attending board committee meetings
Commission
--
Meera KrishnakumarMohan Parvatikar
* Addition
* Reduction
Net Change
i) Principal Amount
- -
52,933.00
iii) Interest accrued but not due
-
Particulars of Remuneration Name of Directors
1.50 1.50
52,933.00
- - - -
-
-
41,700.00 4,677.00 -
- - -
- - -
1.50 1.50
-
Name of MD/WTD/ ManagerParticulars of Remuneration
Name
Designation
- -
Name of Directors
-
Particulars of Remuneration
Total (1)
Fee for attending board committee meetings
Commission
-- - -
1.50 1.50 -
Overall Ceiling as per the Act
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
- others, specify
Unsecured Loans Deposits Total IndebtednessParticulars
29,477.00 -
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment.
1
2
Others, please specify
Total (A)
Ceiling as per the Act
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
-
-
-
Other Non-Executive Directors
Others, please specify
Total (1)
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
Stock Option
Sweat Equity
Commission
- as % of profit
Gross salary
Fee for attending board committee meetings
Commission
Others, please specify
-
11,233.00
-
-
Others, please specify - - -
- 29,477.00
(Amt. Rs./Lacs)
- -ii) Interest due but not paid
iii) Interest accrued but not due
Secured Loans excluding deposits
1
1
Independent Directors
4
Total (i+ii+iii)
Change in Indebtedness during the financial year
-
-
-
-
-
-
-
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTDSN. Total Amount
(Rs/Lac)
Gross salary
-
2 Stock Option -
3 Sweat Equity - Commission - - as % of profit - - others, specify -
5 Others, please specify - Total -
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL
Penalty
Punishment
Compounding
Penalty
Punishment
Compounding
Penalty
Punishment
Compounding
- --
-
- -
-
Name of Key Managerial Personnel
4 - -
- -
-
-
-
-
-
- - -
-
-
1
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act,
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961
2
Name
Designation
Other Non-Executive Directors - - -
Particulars of Remuneration
Type
A. COMPANY
NIL
B. DIRECTORS
C. OTHER OFFICERS IN DEFAULT
NIL
NIL
Section of the Companies Act
Brief Description Details of Penalty / Punishment/ Compounding
fees imposed
Authority [RD / NCLT/ COURT] Appeal made, if any (give Details)
Fee for attending board committee meetings - -
Commission - - -Others, please specify - -
Overall Ceiling as per the Act
Total (2) - -
Total (B)=(1+2) - - -
Total Managerial Remuneration