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BROOKEFIELDS REAL ESTATES AND PROJECTS PRIVATE LIMITED (FORMERLY KNOWN AS BROOKE BOND REAL ESTATES PRIVATE LIMITED)
ANNUAL REPORT 2014‐2015
BROOKE BOND REAL ESTATES PRIVATE LIMITED CIN: U70100MH2007PTC174633 Corporate Office & Correspondence Address: 29 th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, Malleswaram-Rajajinagar, Bangalore - 560055 Ph: +91 -080 - 41379200 Fax: +91 - 080 - 41379321 [email protected] www.brigadegraoup.com
BOARD'S REPORT Dear Members We have pleasure in presenting the Eighth Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2015, FINANCIAL HIGHLIGHTS: The financial highlights of the Company for the year ended 31 st March, 2015 is as follows (Rupees in Lakhs) Particulars Turnover Total Expenses
Year ended 31 st March 2015
Year ended 31 5` March 2014
202.84
-187.24 (187.24)
Profit/(Loss) before taxation Less: Tax Expense
(202.84) --
Profit/(Loss) after tax Add: Balance B/F from the previous year
(202.84)
(187.24)
(1,030.68)
(843.44)
Balance Profit / (Loss) C/F to the next year
(1,233.52)
(1,030.68)
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK: Your Company owns a landmark SEZ property admeasuring 26.5 acres known as "Brookefields" in Bangalore. The property has been notified as an IT /ITES Special Economic Zone (SEZ) in 2010. The project has been in the drawing board for the last few years.
During the year under review, Brigade Properties Private Limited has acquired the entire shareholding of the Company from Hindustan Unilever Limited. The new management have the requisite expertise and excellent track record in Real Estate development including SEZs and the process of making application to the various statutory authorities for the obtaining the requisite approvals for developing the SEZ has already begun. HOLDING COMPANY: Your Company was a wholly owned subsidiary of Hindustan Unilever Limited as on 1 st April, 2014. The entire shareholding of Hindustan Unilever Limited was acquired by Brigade Properties Private Limited on 23 rd March, 2015. By virtue of this, Brigade Properties Private Limited has become
Holding Company.
Regd. Off.: Unilever House, B. D. Sawant Mug, Chakala, Andheri (E), Mutnba -400099
BROOKE BOND REAL ESTATES PRIVATE LIMITED CIN: U70100MH2007PTC174633 Corporate Office & Correspondence Address: 29 th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, Malleswaram-Rajajinagar, Bangalore - 560055 Ph: +91 -080 - 41379200 Fax: +91 - 080 - 41379321 [email protected] www.brigadegroup.com
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 the Board of Directors to recommend any Dividend. 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 share capital of the Company. 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 31 st March, 2015. The composition of the Board of Directors is in accordance with the provisions of the Companies Act, 2013. During the year under review, Mr. Gaurav Mediratta (DIN: 03100342) has resigned from the directorship of the Company and Mr. Ashwini Tyagi (DIN: 06968456) was inducted as an Additional Director of the Company by the Board of Directors with effect from 4th November, 2014. Brigade Properties Private Limited and Your Company has entered in to Share Purchase Agreement with Hindustan Unilever Limited on 23' d march, 2015. Mr. T. Rajgopal (DIN: 02253615), Mr. Ashwini Tyagi (DIN: 06968456) and Mr. K. Ganesh (DIN: 06592716), Directors of the Company have resigned from directorship of the Company pursuant to the Share Purchase Agreement. The nominees of Brigade Properties were inducted as Additional Directors on the Board of the Company on 23 rd March, 2015 the details of which are as follows: 1) 2)
Mr. Roshin Mathew (DIN:00673926) and Mr. Dinesh Meel (DIN: 06406897)
The Board further inducted the following Independent Directors: 1) 2)
Mr. Mohan Parvatikar (DIN: 00235941) and Ms. Meera Krishnakumar (DIN: 02179294)
Regd, Off.: Unilever House, B. D. Sawant Marg, Chakala, And heri (E), Mumbai -400099
BROOKE BOND REAL ESTATES PRIVATE LIMITED ON: (170100MH2007PTC174633 Corporate Office & Correspondence Address: 29 th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkunnar Road, Malleswaram-Rajajinagar, Bangalore - 560055 Ph: +91 -080 - 41379200 Fax: +91 - 080 - 41379321 enquiryPbrigadegroup.com www.brigadegroup.com
The Additional Directors appointed on 23 rd March, 2015ce hold office upto the date of the ensuing Annual General Meeting. The Company has received a notice in writing, under Section 160 of the Companies Act, from a Member along with the required deposit amount for appointing them as Directors of the Company from the date of the ensuing Annual General Meeting of the Company. The details of the appointment proposed and tenure are contained in the notice to the Annual General Meeting. 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. CHANGES IN KEY MANAGERIAL PERSONNEL: The Board of Directors have appointed Mr. Nagaraj K V as Company Secretary and Chief Financial Officer of the Company with effect from 23 1d March, 2015 in place of Mr. Rahul Bagga and Mr. Ritesh Tiwari respectively. Mr. Pradyumna Krishnakumar has been appointed as Manager of the Company in place of Mr. Vaman Poojary. 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. During the year under review, the Company has not paid any remuneration to Key Managerial Personnel nor the Directors has received any remuneration or sitting fees for attending the Board/Committee Meetings. BOARD MEETINGS: During the year under review, the Board of Directors of the Company Met 8 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
25th April, 2014
4 (Four)
3 (Three)
13 th August, 2014
4 (Four)
3 (Three)
19th September, 2014 26th December, 2014
4 (Four) 3 (Three)
3 (Three) 2 (Two)
12 th March, 2015 th 12 March, 2015
3 (Three)
3 (Three)
3 (Three)
3 (Three)
23 rd March, 2015
2 (Two)
2 (Two)
23 rd March, 2015
2 (Two)
2 (Two)
Regd. Off.: Unilever House, B. D. Sawant Ma rg, Chakala, And heri Murnbai -400099
BROOKE BOND REAL ESTATES PRIVATE LIMITED ON: U70100MH2007PTC174633 Corporate Office & Correspondence Address: 29 th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, Malleswaram-Rajajinagar, Bangalore - 560055 Ph: +91-080 - 41379200 Fax: +91 - 080- 41379321 [email protected] www.brigadegroup.com
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 31 5t March, 2015, 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, 2015 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.
STATUTORY AUDITORS: M/s B. S. R. & Co. LLP, Chartered Accountants (Firm Registration No.101248W) the Statutory Auditors of the Company have informed the Board that they will not be in a position to continue as Statutory Auditors after the expiry of the present term due to their pre occupation. M/s S. R. Batilboi & Associates LLP, Chartered Accountants (Firm Registration Number 101049W) have expressed their willingness and consent to be appointed as Statutory Auditors of the Company. The Board of Directors of the Company have recommended the appointment of Messrs S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration Number 101049W) as the Statutory Auditors of the Company in place of M/s B. S. R. & Co. LLP, Chartered Accountants (Firm Registration No.101248W) for a period of 5 years from the conclusion of this Annual General Meeting until the conclusion of the Thirteenth Annual General Meeting, which is subject to annual ratification by the members of the Company in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. Regd. Off.: Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), Mumbai 400099
BROOKE BOND REAL ESTATES PRIVATE LIMITED CIN: U70100MH2007PTC174633 Corporate Office & Correspondence Address: 29 th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, Malleswaram-Rajajinagar, Bangalore - 560055 Ph: +91 -080 - 41379200 Fax: +91 - 080 - 41379321 enciuiry@briRadeg,roup.com www.brigadegroup.com
The resolution relating to appointment of statutory auditors appointment forms part of the notice of the Eighth Annual General Meeting. Members may approve the appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants as the Statutory Auditors of the Company for a term of five years. There are no qualifications or adverse remarks in the Statutory Auditors' Report for the financial statements for the year ended 31 5t March, 2015 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 2014-2015 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 14 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 continuously evaluates the risks associated with the Company's business and a detailed risk management policy will be framed on commencement of the operations of the Company.
Reed, Off. Unilever House, 5.0. Sawant Marg, Chakala, Andhen (E), Mumbai - 400099
BROOKE BOND REAL ESTATES PRIVATE LIMITED CIN: U70100MH2007PTC174633 Corporate Office & Correspondence Address: 29 th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, Malleswaram-Rajajinagar, Bangalore - 560055 Ph: +91 -080 - 41379200 Fax: +91 - 080 - 41379321 enquiryPbrigadegroup.com www.brigadegroup.com
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 2014-15 in Form No. MGT-9 is appended as Annexure 1 to this Report. -
CORPORATE SOCIAL RESPONSIBILITY: The provisions relating to Corporate Social Responsibility are not applicable to the Company as on 31 st March, 2015. 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 as the Company is entering the next league of growth.
By order of the Board For Brooke Bond Real Estates Private Limited
4 if
41V '11 Place: Bangalore 1h Date: 28 April, 2015
Roshi Mathew Director DIN: 00673926
Regd. Off.: Unilever House, B. D. Seward Marg, Chaka la, And heri (E), Mumbai -400099
Dinesh Meel Director DIN: 06406897
ANNEXURE-1 FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN As on financial year ended on 31.03.2015 Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.
I.' REGISTRATION & OTHER DETAILS: 1
CIN
U70100MH2007PTC174633
2
Registration Date
1st October, 2007
3
Name of the Company
Brooke Bond Real Estates Private Limited
4
Category/Sub-category of the Company
Company Limited by Shares
5
Address of the Registered office & contact details
Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), Mumbai, Maharashtra • 400099
6
Whether listed company
No
7
Name, Address & contact details of the Registrar & Transfer Agent, if any.
NA
Indian Non Government Company
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
• (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)
•
S. No.
Name and Description of main products / services
NIC Code of the Product/service
% to total turnover of the company
1
Real Estate
681
100%
III.
PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Name and Address of the company Brigade Properties Private Limited 29th Flr,World Trade Center,Brigade Gateway Campus,26/1, Dr.Rajkumar Road, Malleswaram-Rajajinagar, Bangalore560055
CIN/GLN
Holding /Subsidiary/Associate
% of Shares held
Applicable Section
U70200KA2007PTC042824
Holding Company
100%
2(46)
IV. SHAREHOLDING PATTERN (Equity share capital breakup as percentage of total equity) (i) Category-wise Share Holding Category of Shareholders
No. of Shares held at the beginning of the year
Demat
Physical
Total
No. of Shares held at the end of the year % of Total Shares
Demat
Physical
Total
°/. Change during the year % of Total Shares
A. Promoters (1) Indian a) Individual/ HUF
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
e) Banks / Fl
0.00%
0.00%
0.00%
f) Any other
0.00%
0.00%
0.00%
0.00%
0.00%
b) Central Govt
.
C) State Govt(s) d) Bodies Corp.
.
Sub Total (A) (1)
-
-
0.00%
•
(2) Foreign a) NRI Individuals
0.00%
0.00%
0.00%
b) Other Individuals
0.00%
0.00%
0.00%
C) Bodies Corp.
0.00%
0.00%
0.00%
d) Any other
0.00%
0.00%
0.00%
Sub Total (A) (2) TOTAL (A)
•
-
0.00%
•
•
0.00%
0.00%
•
-
0.00%
-
-
0.00%
0.00%
B. Public Shareholding 1. Institutions a) Mutual Funds
0.00%
0.00%
0.00%
b) Banks / Fl
0.00%
0.00%
0.00%
c) Central Govt
0.00%
0.00%
0.00%
d) State Govt(s)
0.00%
0.00%
0.00%
e) Venture Capital Funds
0.00%
0.00%
0.00%
t) Insurance Companies
0.00%
0.00%
0.00%
g) Fits
0.00%
0.00%
0.00%
h) Foreign Venture Capital Funds
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
i) Others (specify) Sub-total (B)(1):-
0.00% •
•
-
0.00%
•
•
-
2. Non-Institutions a) Bodies Corp.
1,29,46,000
1,29,46,000
100.00%
1,29,46,000
100.00%
1,29,46,000
i) Indian
0.00%
0.00%
0.00%
ii)Overseas
0.00%
0.00%
0.00%
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh
0.00%
0.00%
ii)Individual shareholders holding nominal share capital in excess of Rs 1 lakh
0.00%
0.00%
b) Individuals
C) Others (specify) Directors
0.00%
'Non Resident Indians
0.00%
0.00%
0.00%
Overseas Bodies
0.00%
0.00%
0.00%
Foreign Nationals
0.00%
0.00%
0.00%
Clearing Members
0.00%
0.00%
0.00%
Employees
0.00%
Corporate
HUF
0.00%
Trusts
0.00%
0.00%
0.00%
Foreign Bodies - D R
0.00%
0.00%
0.00%
Sub-total (B)(2):-
-
1,29,46,000
1,29,46,000
100.00%
-
1,29,46,000
1,29,46,000
100.00%
0.00%
Total Public (B)
•
1,29,46,000
1,29,46,000
100.00%
-
1,29,46,000
1,29,46,000
100.00%
0.00%
0.00%
0.00%
100.00%
0.00%
C. Shares held by Custodian for GDRs & ADRs
-
Grand Total (A+B+C)
•
1,29,46,000
1,29,46,000
0.00%
100.00%
•
1,29,46,000
1,29,46,000
(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 ADR.$)' SN
For each of the Top 10 shareholders
Date
Reason
Shareholding at the beginning of the year
No. of shares
Cumulative Shareholding during the year
% of total shares
No. of shares
% of total shares
HINDUSTAN 'UNILEVER LIMITED Al the beginning of the year
01.04.2014
Changes during the year At the end of the year
1,29,45,999
99.99%
1,29,45,999
99.99%
31.03.2015
0.00%
K GANESH • :, ., At the beginning of the year
01.04.2014
Changes during the year
1 1
Al the end of the year
31.03.2015
0.01% 0.01% 0.00%
0.00%
BRIGADE PROPERTIES PRIVATE LIMITED ; . At the beginning of the year
01.04.2014
Changes during the year
1,29,45,999
At the end of the year
4
ROSHIN MATHEW :.,
31.03.2015
99.99%
1
0.01%
1
0.01%
1,29,45,999
99.99%
1
0.01%
,
Al the beginning of the year
01.04.2014
Changes during the year At the end of the year
1,29,45,999
31.03.2015
1 CrItIre onerenoioings On une uompany Accprea oy brigade rroperues Private Limited from Hindustan Unilever Limited with pursuance of the Share Purchase Agreement dated 23.03.2015
(v) Shareholding of Directors and Key Managerial Personnel: NIL
IV. INDEBTEDNESS 'Indebtedness of the Company including interest outstanding/accrued but not due for payment. (Amt. Rs./Lacs) Deposits
Unsecured Loans
Secured Loans excluding deposits
Particulars
Total Indebtedness
Indebtedness at the beginning of the financial year i) Principal Amount
1,587.25
1,587.25
148.24
ii) Interest due but not paid iii) Interest accrued but not due Total (ifii+iii)
1,587.25
1,735.49
224.85
224.85
224.85
224.85
1,808.37
1,808.37
Change in Indebtedness during the financial year • Addition *Reduction Net Change Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid Hi) Interest accrued but not due Total (itik -iii)
3.73
3.73
1,812.10
1,812.10
VI: REMUNERATION OF, DIRECTORS AND KEY MANAGERIAL PERSONNEL: NIL A. Remiineratinn to Manaoina Director Whole-time Directors and/or Manaoer: Total Amount
Name of MD/WTD/ Manager
Particulars of Remuneration
SN.
Name
(Rs/Lac)
Designation 1
Gross salary (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, 1961 (c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961
2
Stock Option Sweat Equity
3 Commission 4
- as % of profit - others, specify
8
Others, please specify Total (A)
.
.
.
Ceiling as per the Act
B Remuneration to other Directors Particulars of Remuneration
SN.
Total Amount
Name of Directors
(Rs/Lac) 1
Independent Directors Fee for attending board committee meetings Commission Others, please specify .
Total (1) 2
.
Other Non-Executive Directors Fee for attending board committee meetings Commission Others, please specify Total (2) Total (13).(1+2)
.
.
.
.
Total Managerial Remuneration Overall Ceiling as per the Act
SN.
Particulars of Remuneration
Total Amount
Name of Directors
(Rs/Lac) 1
Independent Directors Fee for attending board committee meetings Commission Others, please specify Total (1)
-
-
2
Other Non-Executive Directors 'Fee for attending board committee meetings Commission Others, please specify
-
-
Total (2)
.
'Total (B).(1+2)
-
-
-
-
Total Managerial Remuneration Overall Ceiling as per the Act
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD SN.
Particulars of Remuneration
Name of Key Managerial Personnel
Total Amount
Name
(Rs/Lac)
Designation' 1
Gross salary (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-lax Act, (c) Profits in lieu of salary under section 17(3) Incometax Act, 1961
2
Stock Option
3
Sweat Equity
-
Commission 4
- as % of profit - others, specify
5
Others, please specify Total
.
.
VII. PENALTIES! PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL Type
Section of the Companies Act
A. COMPANY Penalty Punishment Compounding B. DIRECTORS Penalty Punishment Compounding C. OTHER OFFICERS IN DEFAULT Penalty Punishment Compounding
Brief Description
Details of Penalty / Punishment/ Compounding fees imposed
Authority [RD I NCLT/ COURT]
Appeal made, if any (give Details)
