brigade properties private limited
BRIGADE PROPERTIES PRIVATE LIMITED
ANNUAL REPORT 2013‐2014
BRIGADE PROPERTIES PVT. LTD (A Joint Venture between Brigade Group and GIC, Singapore) Corporate Identity Number (CIN): U70200KA2007PTC042824 Registered Office: 29th Floor, World Trade Center Brigade Gateway Campus, Dr. Rajkumar Road Malleswaram-Rajajinagar, Bangalore-560055, INDIA Ph: 91 80 41379200, Fax: 91 80 22210784 [email protected] www.brigadegroup.com
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BRIGADE GROUP
For a better quality of life, upgrade to Brigade
DIRECTORS' REPORT To The Members, Your Directors have pleasure in presenting the Seventh Annual Report of the Company, along with the Audited Statement of Accounts for the year ended 31s t March, 2014.
1. FINANCIAL HIGHLIGHTS The financial highlights of the Company for the year ended 31 5 ' March, 2014 is as follows: (Runees in Lakhs) Particulars 2013-2014 2012-2013 Income 138.54 6.76 Purchase of project materials 203.14 Sub-contracting charges 796.88 Other expenses 1507.22 407.31 Finance expenses 1940.95 694,17 Profit before tax (414.70) (22.32) Balance in Profit & Loss Account brought (414.70) (22.32) forward from previous year I Balance carried to Balance Sheet (438.12) (23.42)
2.
DIVIDEND Directors have not recommended any dividend since the Company has incurred a loss.
3.
OPERATIONS DURING THE YEAR We are pleased to inform that the premium residential project of the Company "Brigade Cosmopolis" was launched during the year. The project will be launched in two phases. The first phase of the project comprising of six towers was launched in October 2013. This comprises of a total saleable area of around 9 lakh sq. ft. The project is well received in the market and is reflecting in the robust sales made during the year. This will not reflect in this year's financials due to the accounting standard for recognition of revenue based on percentage completion method.
Project Address : Brigade Cosmopolis, Site No.289, Near Forum Value Mall, White Field Main Road, Bangalore — 560 066 Ph No.080-6569 0009
The major contracts for the project has been awarded. M/s Shapoorji Palionji and Company Limited are main contractor for the project. The excavation and footings work are in progress. Company would be using new technologies to speed up the construction progress.
4.
SHARE CAPITAL: There have been no changes in the equity share capital of the Company during the year During the year under review, the Company has raised funds by issue of Fully Convertible Debentures and Optionally convertible Debentures to its shareholders, Company has issued 1147612 Class B Series (16%) of Fully Convertible Debentures of Rs.100/- each to M/s. Reco Begonia Private Limited and 1194576 Class B Series (0.01%) of Optionally Convertible Debentures of Rs.100/- each to M/s. Brigade Enterprises Limited on le July, 2013.
5.
DIRECTORS
None of the Directors of the Company are disqualified under Section 274(1)(g) of the Companies Act, 1956.
6. DIRECTORS' RESPONSIBILITY STATEMENT As stipulated under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm as under:a) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures io) That the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit and Loss of the Company for that period. c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
BRIGADE GROUP
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d) That the Directors had prepared the Annual Accounts on a going concern basis.
7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The utilization of energy is minimal and need based. The Management of the Company is conscious of the need to conserve energy resources and adopts conservation measures in operations wherever applicable. Further during the year under review, the Company has neither earned nor used any foreign exchange.
8.
FIXED DEPOSITS Company has not accepted any fixed deposits from Directors or shareholders of the Company.
9.
PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) There are no employees in the Company who are in receipt of remuneration in excess of the limits prescribed in section 217(2A) of the Companies Act, 1956 during the year under review.
10. AUDITORS M/s. S R BC& Co., Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting of the Company and have requested the Board not to recommend their re-appointment for the next year due to their pre-occupation. Board has taken note of the same. The Board wishes to place on record its appreciation for the services rendered by M/s. S R BC & Co., Chartered Accountants as Statutory Auditors of the Company. M/s S. R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No: 101049W) have given their consent to be appointed as Statutory Auditors of the Company. The Board of Directors are recommending the appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, (Firm Registration No: 101049W) as Statutory Auditors subject to the approval of the members in the ensuing Annual General Meeting. Accordingly a resolution proposing their appointment pursuant to Section 139 of the Companies Act, 2013 forms part of the Annual General Meeting notice.
-3-
BRIGADE GROUP
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a better quality of life, upgrade to Brigade
11—ACKNOWLEDGEMENT Your directors wish to place on record the sincere appreciation to all the stakeholders of the Company for their support and co-operation. for and on behalf of the Board
\`
Suresh K Director
Place : Date
Dinesh Kumar Meel Director
Bangalore 16 th April, 2014
-4-
BRIGADE GROUP
For a better quality of life, upgrade to Brigade
SRBC&CO LLP
?th g. 13th floor 'LIB City" Cantlerra B!ork No, 24. VItta! Maliva Roao Bengaturu-560 001, India
Chartered Accountants
'1 el : +91 80 4027 5000 Fax - +91 80 2210 6000
Independent auditors' report to the members of Brigade Properties Private Limited Report on the financial statements We have audited the accompanying financial statements of Brigade Properties Private Limited ('the Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management's responsibility for the financial statements Management is responsible for 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 accounting principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with General Circular 15/2013 dated 13 September 2013, issued by the Ministry of Corporate Affairs, in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements 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 conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about 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 statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation 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. Opinion in our opinion and to the best of our information and according to the explanations Oven to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (a) In the case of the Balance Sheet, of the state of affairs of the compan) as at March 11. 2014 (h) In the case of the Statement of Profit and Loss, of the loss for the year ended on that date,
and (c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date SR8Cd CO (a part
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&CO
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LfatAity partneoshIp NPR LIP ,00valty No AA8,4 II ti , Ofe, , tv+ 54xk C 3o3 076 •
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SRBC&COLLP Chartered Accountants
Report on other legal and regulatory requirements 1. As required by the Companies (Auditor's Report) Order, 2003 ( -the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. 2. As required by section 227(3) of the Act, we report that: (a) We have obtained all the information and explanations which to the best of our knowledge and belief were 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 from our examination of those books. (c) The Balance Sheet, Statement of Profit and Loss and Cash How Statement dealt with by this report are in agreement with the books of account. (d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 read with General Circular 15/2013 dated 13 September 2013. issued by the Ministry of Corporate Affairs, in respect of Section 133 of the Companies Act, 2013. (e) On the basis of written representations received from the directors as on March 31. 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.
ForSRBC&COLLP Firm registration number: 324982E Chartered Accountants Ca - Ns per Sharad Rao Partner Membership No.: 96106 Place: Bangalore, India Date: April 16, 2014
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SRBC&CO LLP Chartered Accountants
Armexure referred to in paragraph I under the heading "Report on other legal and regulatory requirements" of our report of even date Re: Brigade Properties Private Limited ('the Company') (i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. ft,‘
Fixed assets have been physically verified by the management during the year and no material discrepancies were identified on such verification.
(c) There was no disposal of a substantial part of fixed assets during the year. (ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year. (b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. (c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification. (iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii)(a) to (d) of the Order are not applicable to the Company and hence not commented upon (b) According to information and explanations given to us. the Company has not taken any loans, secured or unsecured, from companies. firms or other parties covered in the register maintained under section 301 of the Companies Act. 1956. Accordingly, the provisions of clause 4(iiiXe) to (g) of the Order are not applicable to the Company and hence not commented upon. (iv)
In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory for related construction activities and fixed assets. There is no sale of goods / services during the year. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the company in respect of these areas.
(v) (a)
In our opinion, there are no contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act. 1956. Accordingly provisions of clause (v)(b) of the order is not applicable to the Company and hence not commented upon.
SRBC&COLLP Chartered Accountants
(vi)
The Company has not accepted any deposits from the public.
(vii)
The Company is covered as part of the internal audit function operated by its holding company which is commensurate with the size of the Company and the nature of its business.
(viii)
Since the Company has not commenced commercial operation of its real estate activity, in our opinion, the provisions of clause 4(viii) of the Order are not applicable to the Company.
(ix) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it The provisions relating to provident fund, investor education and protection fund and employees' state insurance are not applicable to the Company. (b) According to the information and explanations given to us, there are no undisputed dues in respect of provident fund, investor education and protection fund, income-tax, employees' state insurance, wealth-tax, service tax, sales-tax, customs duty, excise duty cess and other material statutory dues which were outstanding, at the year end, for a period of more than six months from the date they became payable (c)
(x)
According to the information and explanation given to us, there are no dues of incometax, wealth-tax, sales-tax, service tax, customs duty, excise duty and cess which have not been deposited on account of any dispute.
The Company's accumulated losses at the end of the financial year are less than fifty per cent of its net worth but it has incurred cash losses in the current and immediately preceding financial year.
(xi)
Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders
(xii)
According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.
(xiii)
In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause LI(xiii) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.
(xiv)
In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xi‘,) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.
(xv)
According to the information and explanations given to us, the Company has not
any guarantee for loans taken by others from bank or financial institutions.
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(xvi)
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The Company did not have any term loans outstanding during the year. Y1/ 1-.
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,
SRBC&CO LLP Chartered Accountants
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(xvii) According to the information and explanations given to us and on an overall 51 "A examination of the balance sheet of the Company, we report that no funds raised on El short-term basis have been used for long-term investment. 41 t (xviii) The Company has not made any preferential allotment of shares to parties or companies !! covered in'the register maintained under section 301 of the Companies Act, 1956. i I : (xix) During the period covered by our audit report, the Company has issued 2,342,188 debentures of Rs. 100 each on which no security or charge is required to be created.
1 , ii --, 1(1 1 I
(xx)
The Company has not raised any money through a public issue during the year.
(xxi)
Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management. we report that no fraud on or by the Company has been noticed or reported during the year.
ForSR BC& COUP Firm registration number: 324982E Chartered Accountants
per Sharad Rao Partner Membership No.: 96106
(I)
Bengaluni 2_ 1 .000
Place: Bangalore, India Date: April 16, 2014
Firigioie Properties Pt Nate Limited Art1011111 111 7 ItiQS:t5
I Mat 14
11
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Equity and 114,1lIttes
Sliereliuldess' funds ; 17 717 ,011, 1
haft capital i , 14
aril( \I
117 717,Ctaei 8 4 ,:+85 lab
I-I) ill ,, ,107‘,
73.-159,663
.2 ■A...,....,/,/8-i.-
t.lor•cui rent liabilities 1-2,[1-1errn , .:ILII=.
nurr(N,Ing;
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TOTAL
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L , 472.063,328
1A50,5•42,-111
&sets Nen-current 6., 55ets Hued assets
t.239,K7 I rrivri 1*, STi
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16,V)1,E13 Current assets , y-3•I_■
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I ,57,4, 1,10.071
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hart•lfir loans arid aovaittes ctir,ii ii ,„..6.:■ 1,t1
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II •e.1)111 III tu.
2.455.925,720
1,445,015,16?
Z,472,863,320
1,450,542,-1ft
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Brigade Properties Private Limited Statement of profit and to Mr tht? year ended March 31, 2014 Amount in r
Notes
Income Other income Total
14
314tar-13
31-ikar-14
laxcltrg
7p,'95 426,69S
13"VO5
Expenses
Land puntase cast
Poch= 01 project materialstrefer nate 12) Sub-contracting charges (Increase)/ cleanse in In
-93,935,03/ 20,314,492 70,688,445
14113,513,101
(1,390,753 4714)
-
f buitc4411inaterk4
fn proyess
15
t4$3,576,357)
Other Mouses Depreciation expense Owns, costs Taal
16 4 11
150,722,0017 146,207
-
40,711,521 59,417t 397 2,904,745
194.094.796 55.324,444
(21 232,,0 10)
(41,4
Lass for tM year flings/floss) per equity share intintinat value of 31, 2013: Z101 Bask and diluted .
20
ó10 (March
Normal equity sharlt$ Class 4 equity shares cirts$ C equity shares
SummayDfnfficant accoIJr1L
-
-
119.94) 120.7/0
(142)
2.1
policies
The flan mpanyIng notes are an integral part of the financial statements. As par our report or even date For and tm behalf or the hoard of directors of Brigade Properties Private Limited
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Firm reeistratton number;
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Chartered .Accountants — r"per harad Rao Partner Membership tioi 98106
tst Meel
Suresh Director
Beitgalleu
Director
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Place: B4ngatore, India Date: April 16, 2014
Place: Bangalore, India Date: April 16, 2014
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Brigade Properties Private Limited Cosh flow statement for the year ended March A 1 , 1014 Amount In!
314itar44 Cie* now from oporatfrie acdVities Profit/(os) befOrirtmc N011•08211101140100t10 feCOnclie profit-before tax to net cash flows Depreciatien
interest expense fitictuding premium of redempt ion of optionally convertible ciebentsires) interest twine Profit on sate of Current Investments
DiViderid income 0—sser —Ttir7i pont/floss) before working capital danges
—
(41,470083)
11-Mani 3
(42324110)
146,107 193,79; 797
-
69,320,611 (185,873)
(46,667)
(22,169)
(13,705,f3i8)
(493,1122)
138,699,167
0011,906
10,785,166 63t677,605 (483.5776,357)
4,750,999
Movements-1n world,* capital
increase / tdetteasellii trade PhYat41 liabilities Decrease / (increase) in inventories, Decrease 1 (InCleaie) in loans and advances 1#0!4+1s9 . t (dectease)11).other torrent
Cash flows from investing activities Purchase of fixed assets, Including capital work-in-progress and capital advances Purchase of current investments 5ale of current investments investments in bank deposits (haying original maturity of more than three months) Rederription/ maturity of bank deposits (having original rnatuntyof more than three months) interest received Dividends received Net cash flow from/ (used in) Investing actIvittes (8)
Cast) flows from financing activities Proceeds tram equity, preference and debenture application money Refund of tewity, preference and debenture application money interest paid Net cash flew front/ (used in) in financing activities (C) Net increase/(decrease in cash and cash equivalents (A + 13 + C) Cash and cash equivalents at the beginning Of the year
Cash and cash equivalents at the end of the year
(9(023,762)
1,197,254
(1,390,753,714) (5
- , 660)
11,385,9841
(493,306,271) 40,512,991
(40,490,822) (15,000,000)
10,000,000
5,030,000
176,041 13,705,818 (430,297,326)
490,822 (49,9430 501)
734,218,800
1,410,130,820
56,499
(33,079,820) (t5,688,268) 218,530,532 (1,069,294)
1,377,051,000 1,846,348
2,300,905
454,557
1,231,611
2,300,905
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Brigade Properties Private Limited Cash (lbw statkrnont far tho ynnt nndnd Marth 31, 2014 Arnount in
31-Mar•13
31.r.14
COMMtentS
40h tind 0611Ce0IVOItnt*
9,680
0011 0311 hand With baits
4300,905
1,221,731
The accompanying ROWS WS an Integral part of the financial statements. Asper our overt oft•Votti dale ( I
H unitted 0f 417 ptivate thetioin: otwittitii behatf or re47,1g. ad, and On
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Sharaile ao Partner bership No 96106
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54 Kumar Wel Director
Place: Bangalore, India Date. April la, 2014
Place: Bangalore, India Date:, April 16, 2014
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