DIRECTORS
Dear Members,
Your Directors have the pleasure in presenting the 16th Annual Report together with the
Audited Accounts of the Company for the financial year ended on 31st March, 2014.
FINANCIAL HIGHLIGHTS
The financial highlights of the Companys operation for the year ended 31st March 2014
are as under:
(Rs. in Lacs)
| Particulars |
Year ended |
Year ended |
|
31.03.2014 |
31.03.2013 |
| Revenue from operations |
25670.60 |
31173.21 |
| Other Income |
122.33 |
372.78 |
| Total Income |
25792.93 |
31545.99 |
| Financial Costs |
4470.77 |
4113.85 |
| Depreciation |
2447.90 |
2687.29 |
| Profit/(Loss) before Tax |
(2810.61) |
169.18 |
| Tax Expense / (Credit) |
(742.87) |
40.36 |
| Profit after Tax |
(2067.74) |
128.82 |
| Paid-up Share Capital |
2901.84 |
2901.84 |
| Reserves & Surplus |
12343.54 |
14411.28 |
PERFORMANCE
For the financial year ended March 31, 2014, your company has achieved turnover of Rs.
25670.60 Lacs as against Rs. 31173.21 Lacs for the previous period. The turnover has shown
a decline of 17.65% as compared to previous year. The company suffered a net loss of Rs.
2067.74 Lacs during the financial year 2013-14 as against net profit of Rs. 128.82 Lacs in
the previous year. Your Directors are putting in their best efforts to improve the
performance of the Company. Operational performance of Company has been comprehensively
covered in the Management Discussion and Analysis Report given in Annexure-A which
forms part of this Report.
DIVIDEND
Keeping in view the current financial position of the Company, economic scenario,
losses in financial year 2013-14 and the future fund requirements of the Company, your
directors do not recommended any dividend for the financial year ended 31st March 2014.
CORPORATE GOVERNANCE
As per the requirement of Clause 49 of the Listing Agreement a separate Report on
Corporate Governance along with the Auditors Certificate regarding compliance of
conditions of Corporate Governance is given in Annexure-B which forms part of this
Report.
MATERIAL CHANGES
(a) Listing of Brahmaputra Infrastructure Limited
Consequent upon amalgamation of Brahmaputra Infraproject Limited - Transferor Company
(Listed at BSE and DSE) with Brahmaputra Infrastructure Limited - Transferee Company
(Unlisted Company) approved by the Hon’ble High Court of Delhi vide its order dated
04th January 2013 and grant of relaxation of Rule 19(2) (b) of the Securities Contracts
(Regulation) Rules, 1957 by the Securities and Exchange Board of India (SEBI) vide its
letter dated May 30, 2013, the Equity shares of Brahmaputra Infrastructure Limited were
listed and permitted for trading on BSE Limited and Delhi Stock Exchange Limited (DSE)
with effect from 27.06.2013 and 12.09.2013 respectively.
Scrip Code "535693" & "9677" has been allotted to Brahmaputra
Infrastructure Limited by BSE & DSE respectively.
(b) Corporate Debt Restructuring
The company is facing acute shortage of funds, situation of debtor and creditor days
has further worsened in the current year, and there is delayed receipt of payment from the
client further resulting in delay in execution of projects. Under these conditions, the
company initiated discussions with its lenders to restructure its debts through corporate
debt restructuring (CDR) mechanism in terms of guidelines laid down by the Reserve Bank of
India (RBI) and planned to get its debts restructured to avail appropriate concessions,
breather and additional funding to tide over this cash strained scenario. Hence, in terms
of the recent guidelines issued by the RBI "Framework for Revitalising Distressed
Assets in the Economy" dated 26th Febuary 2014, Joint Lenders’ Forum (JLF) has
been formed on 24th April 2014 and as a Corrective Action Plan (CAP), Lenders have agreed
to restructure the Account under CDR Mechanism. We hope that the restructuring of debts
will improve the liquidity of the company, reduction in finance cost and strengthen the
core operations of the Company. It will also lead to value addition of the stake holders
in the long term.
(c) Adoption of new set of Articles of Association
The present Articles of Association of the Company are based on the provisions of the
Companies Act, 1956. Consequent to the notification and applicability of large number of
sections of the Companies Act 2013 and Rules framed there under, it has become necessary
to alter the existing Articles of Association of the Company. The Board of Directors
considered the matter in its meeting held on 3rd September 2014 and decided to adopt a new
set of Articles of Association and replace the existing Articles of Association as these
were required to be made in line with the existing laws, rules, regulations, guidelines
etc. A copy of draft Articles is available at the registered office of the Company. As per
section 14 of the Companies Act, 2013, approval of the shareholders of the Company by way
of Special Resolution is required for alteration of Articles of Association of the
Company. The resolution(s) for approval of new set of Articles forms part of the notice
convening the Annual General Meeting.
DIRECTORS
Sh. Kuladhar Saharia, Independent Director of the Company resigned from the
directorship of the Company with effect from 09th May 2014. The Board places on record
their appreciation for the valuable guidance and services rendered by Sh. Kuladhar
Saharia.
Sh. Sanjay Kumar Mozika, Joint Managing Director, retires by rotation and being
eligible, offers himself for re-appointment. In terms of Section 149 of the Companies Act,
2013, an Independent Director is required to be appointed for tenure of five years at a
time and shall not be liable to retire by rotation. Accordingly, Sh. Om Kumar, Sh. Viresh
Shankar Mathur and Sh. Satish Chandra Gupta meet the criteria of independence and your
Board recommends their appointment as Non-Executive Independent Directors for a period of
five years with effect from September 30, 2014, not being liable to retire by rotation.
The Company has received Notices under Section 160 of the Companies Act, 2013 from
members signifying their intention to propose Sh. Om Kumar, Sh. Viresh Shankar Mathur and
Sh. Satish Chandra Gupta as a candidate for the office of Independent Director at the
ensuing Annual General Meeting. The brief resumes of Directors proposed to be appointed/
re-appointed at the ensuing 16th Annual general Meeting and the details of the
Directorships held by them in other companies are given in Note no. 22 of the Notice
convening the Annual General Meeting.
Appropriate resolutions for the appointment/re-appointment of the aforesaid Directors
are being moved at the 16th Annual General Meeting, which the Board recommends for your
approval.
PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public, or its employees during the
year under review.
AUDITORS
M/s A. B. Bansal & Co., Chartered Accountants (Firm Registration No. 010538N), the
Statutory Auditors of the Company, retire at the ensuing 16th Annual General Meeting. In
terms of the Companies Act 2013, they are eligible for appointment for three financial
years and hence they offer themselves for re-appointment upto the conclusion of 19th
Annual General Meeting. Board recommends for their re-appointment.
AUDITORS REPORT
The Auditors Report to the members on the Accounts of the Company for the financial
year ended March 31, 2014 does not contain any qualification. The Auditors report and
notes to the financial statements are self explanatory and do not call for any further
comments.
SUBSIDIARIES AND ACCOUNTS OF THE SUBSIDIARIES
At present, your Company has six subsidiaries, namely:
(i) Brahmaputra Property Management Services Private Limited
(ii) Brahmaputra Concrete Private Limited
(iii) Brahamputra Concrete (Bengal) Private Limited
(iv) Brahmaputra Industrial Park Private Limited
(v) Brahmaputra Warehousing Private Limited
(vi) Brahmaputra Real Estates Private Limited.
In terms of the General Circular No.2/2011 dated February 8, 2011 read together with
General Circular No. 3/2011 dated February 21, 2011, issued by the Government of India -
Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956, granting
general exemption to companies from attaching financial statements of subsidiaries,
subject to fulfillment of conditions stated in the circular, copies of the Balance Sheet,
Profit and Loss Account, Report of the Board of Directors and Auditors Report of the
subsidiary companies for the year ended March 31, 2014 are not attached to the Balance
sheet of the Company, as the Company has complied with the conditions stipulated in the
abovementioned circular(s). Accordingly, the Annual Report of the Company for the
Financial Year 2013-14 contains the consolidated financial statements instead of the
separate financial statements of Company’s Subsidiaries. However, the financial
information of the subsidiary companies is disclosed in the Annual Report in compliance
with the said circular.
The annual accounts of the subsidiary companies shall also be kept for inspection by
any shareholder at the registered office of the Company and of the subsidiary companies
concerned and the Company shall furnish a hard copy of the details of accounts of
subsidiaries to any shareholder on demand. The subsidiary companies in question shall
regularly file such data to the various regulatory and Government authorities as may be
required by them.
INDUSTRIAL RELATIONS
The industrial relations continued to be generally peaceful and cordial.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
There is no transfer to Investor Education and Protection Fund during the year under
review.
PERSONNEL & HUMAN RESOURCES
The company did not have any employee during the year under review whose remuneration
is required to be disclosed in terms of the provisions of the section 217(2A) of Companies
Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the
Company hereby state and confirm that: i) the preparation of annual accounts for the
financial year ended 31st March 2014, the applicable accounting standards have been
followed; ii) the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent, so as to
give a true and fair view of the state of affairs of the Company at the end of financial
year ended 31st March, 2014 and of the Profit & Loss account of the Company for that
period; iii) the proper care has been taken for the maintenance of adequate records for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities; and iv) the Accounts for the year ended 31st March, 2014 have been
prepared on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
As the core activities of the Company are not power intensive, no information is
required to be furnished regarding Conservation of Energy.
No research and development activity was undertaken by the Company nor was any
technology imported during the year. Indigenous technology available is continuously been
upgraded to improve overall performances.
| Foreign Exchange Earning |
NIL |
| Expenses in Foreign Currency |
NIL |
| Value of Import on CIF basis |
Rs. 2.92 Lacs |
ACKNOWLEDGEMENT
Your Directors take this opportunity to thank the Clients, Vendors, Banks, Central
& State Government Authorities, Regulatory Authorities, Business Partners and all
other stakeholders for their continued support and co-operation received during the year.
Your Directors place on record their deep appreciation of the contribution made by the
employees at all levels and acknowledges their dedication, competency, hard work,
co-operation, support and their continued contribution to its growth.
|
By order of the Board of Directors |
|
For Brahmaputra Infrastructure Limited |
| Place: New Delhi |
Sanjeev Kumar Prithani |
| Date : 03.09.2014 |
Chairman |
+91-9892691696
