21000535 Brigade Enterprises Ltd (Ord) AR 2k9-2k10 … · Bangalore 560 025. Email Id:...

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Brigade Enterprises Limited Hulkul Brigade Centre,82, Lavelle Road, Bangalore 560 001. Ph: +91-80-4137 9200 www.brigadegroup.com

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CONTENTSAGM Notice 05 Directors’ Report 12 Corporate Governance Report 20 Auditors’ Report 29 Balance Sheet 32 Profit and Loss Account 33 Cash Flow Statement 34 Schedules Forming Part of Balance Sheet 36 Schedules Forming Part of Profit and Loss Account 41 Schedule For Notes to Accounts 43 Consolidated Financial Statements 54

CORPORATE INFORMATIONMr. M. R. JaishankarChairman & Managing Director

Ms. Githa ShankarWholetime Director

Mr. P. M. ThampiIndependent Director

Mr. M. R. ShivramNon-Executive Director

Mr. M. R. GurumurthyNon-Executive Director

Mr. P. V. MaiyaIndependent Director

Dr. Anumolu RamakrishnaIndependent Director

Dr. K. R. S. MurthyIndependent Director

COMPANY SECRETARYMr. P. Om Prakash

PRINCIPAL BANKERSCorporation Bank State Bank of India

STATUTORY AUDITORSM/s. Narayanan, Patil & Ramesh Chartered Accountants 54/1, 1st Main Road Sheshadripuram Bangalore 560 020

INTERNAL AUDITORSGrant Thorton, Wings, First Floor, 16/1, Cambridge Road,Halasuru, Bengaluru 560008, India

EQUITY SHARES LISTED ATNational Stock Exchange of India Ltd (NSE) Bombay Stock Exchange of India Ltd (BSE)

REGISTRAR & SHARE TRANSFER AGENTSM/s. Karvy Computershare Pvt Ltd, Plot Nos. 17 to 24, Vittairao Nagar. Madhapur, Hyderabad 500 081. Telephone No.: +91–40-23420815 to 24 Fax No.: +91-40-23420814 Email Id: [email protected]

REGISTERED OFFICEPenthouse, Brigade Towers, 135, Brigade Road, Bangalore 560 025. Email Id: [email protected]

CORPORATE OFFICEHulkul Brigade Centre, 3rd Floor, Lavelle Road, Bangalore 560 001.Telephone No: +91-80-41379200Fax No.: +91-80-22210784www.brigadegroup.com

BOARD OF DIRECTORS

AWARDS& RECOGNITIONS

BRIGADE GROUP – AMONG INDIA’S TOP TEN BUILDERSBrigade Group has been listed among India’s Top Ten Builders for the third consecutive year in 2009 by Construction World. This award is based on a annual perception poll conducted by the magazine.

BEST NEW HOTEL OF THE YEAR IN THE SERVICED APARTMENT SEGMENT-2010, IN SOUTH ASIABrigade Group’s Mercure Homestead Residences – a 5 star serviced residences, in Koramangala has won the “Best new hotel of the year in South Asia, in the serviced apartment segment-2010” award from HVS Hospitality Services, at the Hotel Investment Conference –South Asia 2010 (HICSA).

BRIGADE ENTERPRISES LTD. – REGIONAL DEVELOPER OF THE YEAR – SOUTHBrigade Enterprises Ltd. has been awarded the Regional Developer of the year- South for the second consecutive year by Realty Plus at the Realty Plus Excellence Awards, 2010.

BRIGADE GROUP - BEST DEVELOPER IN RESIDENTIAL INFRASTRUCTUREBrigade Group won the “Best Developer in Residential Infrastructure” Award at the Construction Source India Awards Ceremony in 2010.


CMD’S MESSAGE

THANKFULLY, THE ECONOMIC RECESSION OF 2008 WAS SHORT-LIVED THAN EARLIER FEARS OF

IT GETTING INTO A ‘DEPRESSION’ MODE. AUTOMOBILE SECTOR LED THE RECOVERY, INDICATING

THE CONFIDENCE OF THE INDIAN CONSUMER. SERVICES SECTOR LEADER – ‘SOFTWARE’, DID

NOT GET AFFECTED TOO BADLY AS FEARED, THEREBY HAVING A POSITIVE IMPACT ON THE

REAL ESTATE BUSINESS.

Though the residential segment started improving in the 2nd half of 2009-10, the growth remained

more or less flat for rest of the year (except in Mumbai and NCR markets). Office & IT space

segment is yet to improve as the surplus space is still in the process of absorption. A lot depends

on how soon the U.S. economy recovers fully and the extent of damage Euro crisis can have on

Indian business. While Retail segment is beginning to gain confidence, Hospitality business has

bounced back with improved inflow of business visitors. All these developments should auger

well for a better performance of Indian Economy, in particular real estate sector in 2010.

While India’s GDP growth of 7.5% in 2009, is commendable, our country is yet to catch up with

the neighbouring big brother China, whose growth and development is nothing short of a miracle.

Although, we have similar potential, our governing systems have kept us atleast 10-15 years

behind China’s economic development. It is important to catch up quickly from the point of

national safety and maintaining regional balance of power.

While Central Government programs like JNNURM is beginning to make substantial impact on

the urban infrastructure in many cities, some programs like NREGA (National Rural Employment

Guarantee Act), although laudable, is affecting movement/availability of migratory labour in a

major way. NREGA, sort of encourages inefficiency by guarantying 100 days pay with or without

work! Construction Industry, particularly in South India, depends a lot on North Indian migratory

labour. It is time Indian Construction Industry adopts modern construction methods and absorbs

technology to hasten the completion of projects in a shorter time span.

Many of the Company’s projects that were in progress in the previous year have been completed

in 2009-10. Our two mega projects – Brigade Gateway and Brigade Metropolis – are substantially

complete with the remaining work/buildings in the process of getting completed in the current

financial year. Having completed since inception, more than 100 buildings and 20 million square

feet of saleable area, the company is now gearing up to launch 8-10 million square feet of

new projects in the coming months. Our 126 unit serviced apartments – Mercure Homestead

Residences launched last year – has posted commendable performance in a very short time.

Apart from receiving 5-star category status, the property was awarded by HVS as the Best New

Property in South Asia in the Serviced Apartment Category, resulting in rebranding the property as

“Grand Mercure” in line with French major hotel operator Accor’s standards. It was also gratifying

to be recognized again as one of the Top 10 Builders in the country by the reputed ‘Construction

World’, and also as Regional Developer of the South by ‘Realty Plus’.

M. R. JAISHANKARChairman & Managing Director

annual report 2009-10

01

THE CONCEPT OF INTEGRATED ENCLAVES IS GAINING POPULARITY AS THEY COMBINE RESIDENTIAL, BUSINESS, SOCIAL, COMMERCIAL SPACES AND ENCOURAGE THE CITY TO GROW IN A SUSTAINABLE MANNER. THEY CREATE NEW POCKETS OF URBAN ACTIVITY, THEREBY HELPING TO ‘DECONGEST’ THE CITY.

Brigade introduced Bangalore to a luxury called enclave 15 years ago with Brigade Residency. We are in the process of completing two large enclave projects of 40 acres each : Brigade Metropolis at Whitefield and Brigade Gateway at Malleshwaram - Rajajinagar.

Our foray into Value homes through an expression of interest campaign has elicited positive response from prospective customers.

We will be launching Villa projects in Bangalore and Mysore and a 120 acre mixed used enclave at Devanahalli, Bangalore.

Going by the track record over the last two decades, the Group is certain to scale newer heights to the delight of our stakeholders.

RESIDENTIAL

BRIGADE GROUP HAS ALWAYS BEEN A LEADER IN COMING UP WITH STATE-OF-THE-ART COMMERCIAL LANDMARKS. BRIGADE TOWERS, THE GROUP’S FIRST PROJECT IN 1986 WAS THE TALLEST BUILDING CONSTRUCTED BY ANY PRIVATE DEVELOPER IN BANGALORE THEN.

Brigade Group’s commercial projects are essentially geared to meet the needs of its clientele looking for innovative and efficient designs, energy saving features and state-of-the-art technologies without compromising on the aesthetics. Located in prime business locations, these projects are built to suit corporate requirements.

Over the years, we have created distinctive landmarks on the skyline of Bangalore and the latest additions are North Star at Brigade Gateway & Summit at Brigade Metropolis Whitefield. Upcoming projects include Rubix near HMT layout, Bhuwalka ICON & Brigade IRV Centre at Whitefield.

Brigade Group is also coming up with SEZ developments in Mangalore and Kochi, and has land banks in strategic locations in Bangalore for built-to-suit developments.

COMMERCIAL

BRIGADE RUBIX

BRIGADE METROPOLIS

OUR RETAIL PROJECTS ARE STRATEGICALLY LOCATED WITH CONVENIENT ACCESS, IMAGINATIVE ARCHITECTURAL PLANNING, EXCELLENT INFRASTRUCTURAL FACILITIES AND A WINNING MIX OF RETAIL OUTLETS.BRIGADE VANTAGE

BANGALORE’S HOSPITALITY SEGMENT HAS EXPANDED CONSIDERABLY OVER THE LAST FEW YEARS. STAR HOTELS, SERVICED APARTMENTS AND TRANSIT FLATS HAVE GROWN IN THEIR DEMAND. BRIGADE HOSPITALITY SERVICES LIMITED (BHSL), OUR WHOLLY-OWNED SUBSIDIARY CATERS TO THIS SEGMENT AND PROFESSIONALLY MANAGES SERVICED RESIDENCES, CLUBS AND CONVENTION CENTRES.

We are pioneers of the serviced apartment concept in Bangalore under the brand name ”Homestead”. In April 2009, Brigade Group launched Mercure Homestead Residences in collaboration with the French hospitality giant Accor, creating the city’s first co-branded serviced residences project.

Brigade Hospitality also runs the MLR Convention Centre, Woodrose and Augusta Clubs at J.P. Nagar, Bangalore. We will soon be launching our second MLR Convention Centre in Whitefield, Bangalore Sheraton - Mysore, Holiday Inn - Chennai and Holiday Inn - near International Airport, Bangalore.

SHERATON BANGALORE

RETAIL

HOSPITALITY

The retail facilities we create are designed to generate footfalls and function as consumer magnets.

Our first lifestyle mall - Orion at Gateway is ingeniously designed to meet massive footfalls and incorporates free flowing space. The customer experience and needs have been keenly addressed with plenty of indoor and outdoor seating, water features to enhance the experience and an amphitheatre.

The group also plans to offer similar retail experiences in various parts of Bangalore, Mysore and Chennai.


5

NOTICE

Notice is hereby given that the fi fteenth Annual General Meeting of Brigade Enterprises Limited will be held at MLR Convention Centre, Brigade Millennium Campus, 7th Phase, J. P. Nagar, Bangalore – 560 078, on Friday, 23rd July, 2010, at 11.00 a.m. to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt Audited Balance Sheet and Audited Profi t & Loss Account for the Financial Year ended 31st March, 2010, and the reports of Directors and Auditors thereon.

2. To declare Dividend.

3. To appoint a Director in place of Mr. P. V. Maiya, who retires by rotation and being eligible, offers himself for re-appointment.

4. To appoint a Director in place of Mr. P. M. Thampi, who retires by rotation and being eligible, offers himself for re-appointment.

5. To appoint Statutory Auditors of the Company for the period commencing from the conclusion of this Meeting until the conclusion of the next Annual General Meeting, at a remuneration to be fi xed by the Board of Directors in consultation with the Auditors.

SPECIAL BUSINESS

6. To consider and if thought fi t, to pass with or without modifi cation(s) the following resolution as an Ordinary Resolution.

“RESOLVED THAT Dr. K. R. Srinivas Murthy who was appointed as an Additional Director under Section 260 of the Companies Act, 1956, and who holds offi ce upto the date of the ensuing Annual General Meeting of the Company and in respect of whom notice under Section 257 of the Companies Act, 1956, has been received from a member signifying his intention to propose Dr. K. R. Srinivas Murthy as a Candidate for the offi ce of Director of the Company be and is hereby appointed as a Director of the Company, liable to retire by rotation.”

7. To consider and if thought fi t, to pass with or without modifi cation(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of 81(1A) and other applicable provisions, if any, of the Companies Act, 1956 (including any amendments

thereto or re-enactment thereof,) (the “Act”) the provisions of the Foreign Exchange Management Act, 2000, as amended, the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (through Depository Receipt Mechanism) Scheme, 1993, (including any amendment thereto), Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, (including any amendment thereto), Foreign Exchange Management (Transfer or Issue of any Foreign Security) Regulations, 2004 (including any amendment thereto), Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (“SEBI ICDR Regulations”) and in accordance with the rules, regulations, guidelines, notifi cations, circulars and clarifi cations issued thereon from time to time by Government of India (“GOI”), the Reserve Bank of India (“RBI”), the Securities and Exchange Board of India (“SEBI”) and/or any other competent authorities (including any amendment thereto or re-enactment thereof for the time being in force) and the enabling provisions of the Memorandum and Articles of Association of the Company, the Listing Agreements entered into by the Company with the stock exchanges on which the Company’s shares are listed and subject to necessary approvals, permissions, consents and sanctions of fi nancial institutions, lenders, statutory and other appropriate and/or relevant/ concerned authorities and subject to such conditions and modifi cations as may be prescribed by any of them while granting such approvals, permissions, consents and sanctions and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall include any committee thereof), consent of the Company be and is hereby accorded to the Board to create, offer, issue and allot (including with provisions for reservation on fi rm and/or competitive basis, of such part of issue and for such categories of persons including employees of the Company as may be permitted), equity shares and/or Global Depository Shares (GDSs) and/or Global Depository Receipts (GDRs) and/or securities convertible into equity shares, and/or American Depository Receipts (ADRs) and/or Foreign Currency Convertible Bonds (FCCBs) representing Equity Shares and/or Debentures or Bonds convertible into Equity shares whether fully or partly and whether compulsorily or at the option of the Company or the holders thereof and/or any security linked to equity shares and/or Preference Shares whether cumulative/


6

NOTICE

fully convertible and/or all or any of the aforesaid securities with or without detachable or non-detachable warrants, as the Company may be advised (all of which are hereinafter collectively referred to as “Securities”) or any combination thereof, whether secured by way of charge on the assets of the company or unsecured as may be decided by the Board, in one or more tranches, of public and/or private offerings and/or qualifi ed institutional placement and/or on preferential allotment basis or any combination thereof through issue of prospectus and/or placement document and/or other permissible/requisite offer document, to eligible resident or non-resident/ foreign investors (whether institutions and/or incorporated bodies and/or individuals and/or trusts and/or otherwise)/ Foreign Institutional Investors (FlIs)/ Qualifi ed Institutional Buyers (QIBs)/ Foreign Corporate Bodies (FCBs)/ Foreign Companies/ Mutual Funds/ Pension Funds/ Venture Capital Funds/ Banks; Indian or of foreign origin and such other persons or entities, including the general public whether or not such investors are members of the Company, to all or any of them, jointly or severally to be subscribed in Indian and/or Foreign currency(ies) through prospectus, offering letter, circular, memorandum and/or through any other mode as may be deemed appropriate by the Board (collectively called the “Investors”) up to an amount not exceeding Rs.750 crores including any premium and Green Shoe Option attached thereto, inclusive of such premium as may be determined by the Board, at such time or times, at such price or prices, at a discount or premium to market price or prices in such manner and on such terms and conditions including face value, rate of interest, redemption period, manner of redemption, amount of premium on redemption/ prepayment, number of further equity shares, to be allotted on conversion/ redemption/ extinguishment of debt(s), exercise of rights attached to the warrants, the ratio of exchange of shares and/or warrants and/or any other fi nancial instrument, period of conversion, fi xing of record date or book closure and all other related or incidental matters as the Board may in its absolute discretion think fi t including the discretion to determine the categories of Investors to whom the offer, issue and allotment shall be made to the exclusion of other categories of Investors at the time of such offer, issue and allotment considering the prevailing market conditions and other relevant factors and decide in consultation with the appropriate authority(ies), the merchant banker(s) and/or book

runners) and for lead manager(s) and/or underwriters) and/or advisor(s) and/or trustees) and/or such other person(s), but without requiring any further approval or consent from the shareholders and also subject to the applicable regulations/ guidelines for the time being in force.

RESOLVED FURTHER THAT pursuant to the provisions of Section 81(1A) and other applicable provisions, if any, of the Act the provisions of Chapter VIII of the SEBI ICDR Regulations and such other applicable provisions, the Board may at their absolute discretion, issue, offer and allot equity shares/ fully convertible debentures (FCDs)/ partly convertible debentures (PCDs)/ non-convertible debentures (NCDs) with warrants or any securities (other than warrants), which are convertible into or exchangeable with equity for up to the amount of Rs. 750 crores as specifi ed above, to Qualifi ed Institutional Buyers (as defi ned by the SEBI ICDR Regulations) pursuant to a qualifi ed institutional placement, in accordance with the provisions of Chapter VIII of the SEBI ICDR Regulations and the relevant date for the determination of applicable price for the issue of the Securities means the date of the meeting in which the Board of the Company or the Committee of Directors decided to open the proposed issue. Such securities shall be fully paid up and allotment of such securities shall be completed within 12 (twelve) months from the date of the shareholders resolution approving the proposed issue or such other time as may be allowed by SEBI ICDR Regulations from time to time, at such price being not less than the price determined in accordance with the pricing formula of the aforementioned SEBI ICDR Regulations and such Securities shall not be sold for a period of one year from the date of allotment, except on a recognized stock exchange, or except as may be permitted from time to time by the relevant SEBI ICDR Regulations.

RESOLVED FURTHER THAT in the event of issue of securities by way of Global Depository Shares (GDSs) and/or Global Depository Receipts (GDRs) and/or securities convertible into equity shares, and/or American Depository Receipts (ADRs) and/or Foreign Currency Convertible Bonds (FCCBs), the relevant date on the basis of which price of resultant shares shall be determined as specifi ed under applicable law, shall be the date of the meeting in which the Board or the Committee of Directors duly authorised by the Board decides to open the proposed issue of securities.


7

NOTICE

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution and any other, issue and allotment of Securities, the Board be and is hereby authorized to take all such action, give directions and to do all such acts, deed and things as may be necessary, desireable or incidental thereto and matters connected therewith including without limitation the entering into of arrangements including arrangements for the Lead Managers, Underwriters, Registrars, Stabilizing Agent, Trustees, Bankers, Advisors and all such agencies as may be involved or concerned in such offerings of Securities and to remunerate them by way of commission, brokerage, fees or the like and also to enter into and execute all such arrangements, agreements, memoranda, documents etc. with such agencies and to seek the listing of such Securities on one or more national and/or international stock exchange(s).and to do all requisite fi lings with SEBI, the Government of India, the RBI, if required and any other concerned authority in India or outside, and to do all such acts and things as may be necessary and expedient for, and incidental and ancillary to the Issue, and to give such directions that may be necessary or arise in regard to or in connection with any such offer, issue proceeds, as it may, in its absolute discretion, deem fi t and any such action, decision or direction of the Board shall be binding on all shareholders.

RESOLVED FURTHER THAT the Board and/or an agency or body authorised by the Board may issue or authorise the issue of Depository Receipt(s)/ Share Certifi cates)/ foreign currency convertible bonds and/or other forms of securities, representing the Securities issued by the Company in registered or bearer form with such features and attributes as are prevalent in Indian and/or International capital markets for instruments of this nature and to provide for the tradability or free transferability thereof, as per the Indian/ International practices and regulations and the recording of any amendment thereto with the United States Securities and Exchange Commission and such other relevant regulatory authority as may be necessary and under the norms and practices prevalent in the Indian/ international markets.

RESOLVED FURTHER THAT the Board be and is hereby authorised to issue and allot such number of equity shares as may be required to be issued and allotted upon conversion of any securities or as may be necessary in accordance with the terms of the offering,

all such equity shares ranking pari passu with the existing equity shares of the Company in all respects including dividend.

RESOLVED FURTHER THAT subject to the applicable laws, such of these Securities to be issued, as are not subscribed, may be disposed off by the Board to such persons and in such manner and on such terms as the Board may in its absolute discretion think most benefi cial to the Company, including offering or placing them with resident or non-resident/ foreign investor(s) (whether institutions and/or incorporated bodies and/or individuals and/or trusts and/or otherwise)/ Foreign Institutional investors (Flls)/ Qualifi ed Institutional Buyers (QIBs)/ Foreign Corporate Bodies (FCBs)/ Foreign Companies/ Mutual Funds/ Pension Funds/ Venture Capital Funds/ banks and/or employees and business associates of the Company or such other person(s) or entity(ies) or otherwise, to all or any of them, jointly or severally, whether or not such investors are members of the Company, as the Board may in its absolute discretion decide.

RESOLVED FURTHER THAT the Board be and is hereby authorized to form a committee of Directors to give effect to the aforesaid resolutions and is authorised to take such steps and to do all such acts, deeds, matters and things and accept any alterations or modifi cation(s) as they may deem fi t and proper and give such directions as may be necessary to settle any question or diffi culty that may arise in regard to issue and allotment of equity shares including but not limited to :

(a) Approving the offer document and fi ling the same with any other authority or persons as may be required;

(b) Approving the issue price, the number of equity shares to be allotted, the basis of allocation and allotment of equity shares;

(c) Arranging the delivery and execution of all contracts, agreements and all other documents, deeds, and instruments as may be required or desirable in connection with the issue of equity shares by the Company;

(d) opening a separate special account with a scheduled bank to receive monies in respect of the issue of the equity shares of the Company;


8

(e) Making applications for listing of the equity shares of the Company on one or more stock exchange(s) and to execute and to deliver or arrange the delivery of the listing agreement(s) or equivalent documentation to the concerned stock exchange(s);

(f) Finalization of the allotment of the securities on the basis of the bids received;

(g) Finalization of and arrangement for the submission of the placement document(s) and any amendments supplements thereto, with any applicable government and regulatory authorities, institutions or bodies as may be required;

(h) Approval of the preliminary and fi nal placement document (including amending, varying or modifying the same, as may be considered desirable or expedient) as fi nalized in consultation with the Lead Managers/ Underwriters/ Advisors in accordance with all applicable laws, rules, regulations and guidelines;

(i) Finalization of the basis of allotment in the event of over-subscription;

(j) Acceptance and appropriation of the proceeds of the issue of the Securities;

(k) Authorization of the maintenance of a register of holders of the Securities;

(l) Authorization of any director or directors of the Company or other offi cer or offi cers of the Company, including by the grant of power of attorneys, to do such acts, deeds and things as authorized person in its absolute discretion may deem necessary or desirable in connection with the issue and allotment of the Securities;

(m) Seeking, if required, the consent of the Company’s lenders, parties with whom the Company has entered into various commercial and other agreements, all concerned government and regulatory authorities in India, and any other consents that may be required in connection with the issue and allotment of the Securities;

(n) Seeking the listing of the Securities on any recognized stock exchange, submitting the listing

application to such stock exchange and taking all actions that may be necessary in connection with obtaining such listing;

(o) Giving or authorizing the giving by concerned persons of such declarations, affi davits, certifi cates, consents and authorities as may be required from time to time; and

(p) Deciding the pricing and terms of the Securities, and all other related matters.

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolutions, the Board be and is hereby authorized to agree to and make and accept such conditions, modifi cations and alterations stipulated by any of the relevant authorities while according approvals, consents or permissions to the issue as may be considered necessary, proper and expedient and to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary or desirable for such purpose, including without limitation the entering into of underwriting, marketing, depository, custodian and trustee arrangements and with power on behalf of the Company to settle any questions, diffi culties or doubts that may arise in regard to any such issue(s)/ offer(s) or allotment(s) or otherwise and utilisation of the issue proceeds and/or otherwise to alter or modify the terms of issue, if any, as it may in its absolute discretion deem fi t and proper without being required to seek any further consent or approval of the Company to the end and intent and the Company shall be deemed to have given its approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT the Board or any director(s) or any offi cer(s) of the Company designated by the Board be and is / are hereby authorised on behalf of the Company to do such acts, deeds, matters and things as it / they may at its / their discretion deem necessary or desirable for such purpose, including without limitation, if required, fi ling a Registration Statement and other relevant documents with United States Securities and Exchange Commission, or such other regulatory authority as may be necessary for listing the Securities on the Luxembourg Stock Exchange and/or New York Stock Exchange (“NYSE”) and/or NASDAQ and/or London Stock Exchange and/or Singapore Exchange Securities Trading Limited and/or, such other international stock exchanges and the entering into of

NOTICE


9

depository arrangements in regard to any such issue or allotment as it/ they may in its/ their absolute discretion deem fi t.

RESOLVED FURTHER THAT pursuant to Sec.293 (1)(a) and other applicable provisions of the Companies Act, 1956, the Board be and is hereby authorised to secure, if deemed fi t and relevant, the entire or any part of the Securities together with interest, costs, charges and other amounts payable in respect thereof by creation of mortgage/ charge on the whole or part of the Company’s immovable and/or movable properties/ undertakings, present and/or future with such ranking and other terms as may be decided by the Board and for that purpose to accept such terms and conditions and to execute such documents and writings as the Board may consider necessary or proper.

RESOLVED FURTHER THAT the Board be and is hereby authorized to accept any modifi cations in the proposal as may be required by the authorities involved in such issues but subject to such conditions as the SEBI/ GOI/ RBI or such other appropriate authority, may impose at the time of their approval and as agreed to by the Board.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any committee of Directors or Managing Director or any Director or any other offi cer or offi cers of the Company to give effect to the aforesaid resolutions.

RESOLVED FURTHER THAT the acts, deeds and thing already done by the Board or any designated offi cer of the Company in this regard be and are hereby confi rmed, approved and ratifi ed.”

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

2. Proxies, in order to be effective, must be received at the Registered Offi ce of the Company, not less than 48 hours before the commencement of the Meeting.

3. Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956, relating to Special Business to be transacted at the meeting is annexed hereto and forms part of the Notice.

4. The Register of Members and Share Transfer Books will be closed from Friday, 15th July, 2010 to Friday, 23rd July, 2010. (both days inclusive).

5. Members are requested to send all communications relating to Shares to our Share Transfer Agents at the following address:

Karvy Computershare Private Limited Plot Nos. 17 to 24 Vittalrao Nagar, Madhapur, Hyderabad – 500 081 Telephone No. : +91-40-23420815 to 24 Fax No. : +91-40-23420814 E-mail: [email protected]

6. Members are requested to send their queries in regard to the Accounts at least 10 days in advance to the Registered Offi ce of the Company.

7. Members / Proxies are requested to bring the attendance slips duly fi lled in and their copies of the Annual Report to the Meeting.

By Order of the BoardFor Brigade Enterprises Limited

Place : Bangalore P. Om Prakash Date : 17th June, 2010 Company Secretary

Registered Offi ce: Penthouse, Brigade Towers,135, Brigade Road, Bangalore - 560 025


10

ANNEXURE TONOTICEExplanatory Statement pursuant to Section 173(2) of the Companies Act, 1956Item No. 6:Dr. K. R. Srinivas Murthy was appointed as an Additional Director of the Company on 28th October, 2009, by the Board of Directors of the Company. According to the provisions of Section 260 of the Companies Act, 1956, he holds offi ce as Director only upto the date of the ensuing Annual General Meeting. As required by Section 257 of the Act, a notice has been received from a member signifying his intention to propose appointment of Dr. K. R. Srinivas Murthy as a Director. Approval of the members is sought for the appointment of Dr. K. R. Srinivas Murthy as a Director liable to retire by rotation.Dr. K. R. Srinivas Murthy is a Gold Medalist from Mysore University. He graduated with Masters in Statistics from Mysore University in 1958 and worked in industry for nearly a decade, before he obtained a Masters in Management from Sloan School of Management, M.I.T., and a Doctorate in Business Administration from the Harvard Business School, Boston, U.S.A. In 1974 he joined the Indian Institute of Management, Ahmedabad, as Professor of Business Policy and taught in the Post Graduate, Executive Development, Doctoral and Faculty Development Programmes, besides being active in administrative activities such as the Fellow Programme in Management. He was a Director of the Institute of Rural Management Anand in 1980-81.From 1991 to 1997, Dr. K. R. Srinivas Murthy was a Director of the Indian Institute of Management Bangalore. He was a member of the Disinvestment Commission of the Government of India. From 2000 to 2006, he was honorary chairman of the Board for Information Technology Education Standards, a society registered by the Government of Karnataka, in association with industry and academia, to promote the quality of education in information technology.Dr. Murthy is currently on the Boards of Directors CMC Ltd., National Stock Exchange of India Ltd., and Himatsingka Seide Ltd. He was earlier a Director on the Boards of Life Insurance Corporation of India Ltd., and Oil & Natural Gas Corporation Ltd.The Board recommends the resolution set out at Item No. 6 of the Notice for your approval.None of the Directors, expect Dr. K. R. Srinivas Murthy, is concerned or interested in the resolution.Item No. 7: Your Company is proposing to increase its share capital base by infusion of additional equity to fund construction cost of ongoing and new projects, acquisition of land, repayment of debts, augmentation of working capital, investment opportunities, and for other general corporate purposes.The infusion would be either further equity capital or such other security which would be later on converted into equity or give right to the holders of the securities to subscribe to the equity capital at a later date. The capital raising options

would further strengthen the fi nancial position of the Company.Your Company is proposing to create, offer, issue, and allot equity shares at such price, at a discount or premium to market price or prices in such manner and on such terms and conditions including security, rate of interest, etc., as may be deemed appropriate by the Board at its absolute discretion including the discretion to determine the categories & combination of Investors to whom the offer, issue and allotment shall be made at the time of such offer, issue and allotment considering the prevailing market conditions and other relevant factors and wherever necessary in consultation with lead managers, either in foreign currency or equivalent Indian Rupees inclusive of such premium as may be determined by the Board, in any convertible foreign currency, as the Board at its absolute discretion may deem fi t and appropriate. The Company intends to issue Securities for a value up to Rs. 750 crores in one or more tranches.The Special Resolution also seeks to empower the Board to undertake a Qualifi ed Institutional Placement with Qualifi ed Institutional Buyers as defi ned by SEBI (Issue of Capital and Disclosure Requirements) Regulation 2009 (SEBI ICDR Regulation) apart from other options of private/ public placements. The Board, may in their discretion adopt this mechanism, as prescribed under Chapter VIII of the SEBI ICDR Regulations & SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009. The pricing of the Securities to be issued to Qualifi ed Institutional Buyers pursuant to Chapter VIII of the SEBI ICDR Regulations shall be freely determined subject to such price not being less than the price calculated in accordance with Chapter VIII of the SEBI ICDR Regulations. The pricing of the Securities in other mode of placements would be as per applicable statutory provisions.The Special Resolution seeks to give the Board powers to issue Securities in one or more tranche or tranches, at such time or times, at such price or prices and to such person(s) including institutions, incorporated bodies and/or individuals or otherwise as the Board in its absolute discretion deem fi t. The detailed terms and conditions for the offer will be determined by the Board in consultation with the advisors, lead managers, underwriters and such other authority or authorities as may be required to be consulted by the Company considering the prevailing market conditions and in accordance with the applicable provisions of law, and other relevant factors.As and when the Board does take a decision on matters on which it has the discretion, necessary disclosures will be made to the stock exchanges under the provisions of the Listing Agreement.Section 81(1A) of the Companies Act, 1956, and the relevant clauses of the Listing Agreement with the Stock Exchanges where the Equity Shares of the Company are listed provides, inter alia, that when it is proposed to increase the issued capital of a Company by allotment of further shares, such


11

Details of the Directors seeking appointment/ re-appointment at the 15th Annual General Meeting (Pursuant to Clause 49 of the Listing Agreement)

Name of the Director P. V. Maiya P. M. Thampi K. R. Srinivas MurthyDate of Birth 03/09/1938 29/08/1934 22/03/1938Age (in years) 71 75 72Date of Appointment 06/03/2000 10/11/2000 28/10/2009Qualifi cation M. A. Economics Honors Graduate in Chemistry,

Diploma in Chemical Engg., Fellow of Institution of Chemical Engg. UK, Chartered Engineer, UK.

Masters in Management, Doctorate in Business Administration.

No. of equity shares held in the Company

– 57 –

Expertise in functional areas

– – –

Directorships held in other Companies

a) Neuland Labs Ltd.b) Canara Bank

a) HDFC Asset Management Co. Ltd.

b) Strides Arcolab Ltd.

a) CMC Ltd.b) NSE Ltd.c) Himatsingka Seide Ltd.

Committee positions held in other Companies

1. He is member of Audit Committee, and Chairman of Remuneration Committee of Neuland Labs Ltd.

2. He is member of Customer Committee and Shareholder Committee of Canara Bank

1. He is member of Audit and Customer Service Committee, and Chairman of Remuneration Committee of HDFC Asset Management Co. Ltd.

2. He is member of Audit, Remuneration and Management Committee of Strides Arcolab Ltd.

1. He is chairman of Governance Committee and Audit Committee, and member of Shareholder Grievance Committee and Executive Committee of CMC Ltd.

2. He is member Audit Committee and Remuneration Committee of Himatsingka Seide Ltd.

further shares shall be offered to the existing shareholders of such Company in the manner laid down in Section 81 unless the shareholders in a General Meeting decide otherwise. Since, the Special Resolution proposed in the business of the Notice results in the issue of shares of the Company otherwise than to the shareholders of the Company, consent of the shareholders is being sought pursuant to the provisions of Section 81(1A) and other applicable provisions of the Companies Act, 1956, and the Listing Agreement.The consent of the shareholders is being sought pursuant to the provisions of Section 81(1A) and other applicable provisions of the Companies Act, 1956, and in terms of the provisions of the Listing Agreement executed by the Company with the Stock Exchanges where the Equity Shares of the Company are listed. The Special Resolution, if passed, will have the effect of allowing the Board to issue and allot Securities to the investors who may or may not be the existing shareholders of the Company.

None of the Directors of the Company is, in any way, concerned or interested in the Resolution. The Board recommends the Resolution for your approval. By Order of the Board

For Brigade Enterprises Limited

Place : Bangalore P. Om Prakash Date : 17th June, 2010 Company Secretary

Registered Offi ce: Penthouse, Brigade Towers,135, Brigade Road, Bangalore – 560 025

ANNEXURE TONOTICE


12

DIRECTORS’REPORTTo

The Members,

Your Directors have pleasure in presenting the Fifteenth Annual Report on business and operations of the Company together with the Audited Statement of Accounts for the fi nancial year ended 31st March, 2010.

Financial Highlights:

Rupees in lakhs

Particulars 2009-10 2008-09Net Sales and other income 36,259.08 39,435.72Interest & other Finance charges 887.49 587.84Depreciation 1,791.03 1,338.90Profi t before tax 4,633.85 5,856.37Provision for taxation: Current Deferred

(754.43)(23.75)

(1,733.71)0.26

Net Profi t after Tax 4,595.21 4,122.92Add: Prior year (expenses) / income

96.77 2,920.73

Excess / Short provision – IT (58.02) 1869.05Less: Diminution in value of investment

11.66 607.40

Profi t available for appropriation 4,622.30 8,305.30Earnings Per Share 4.12 3.13

The Net sales of the Company for the fi nancial year 2009-10 stood at Rs.36,259.08 lakhs (down by 8.05%). The lower volumes were attributable to not so positive sentiments prevailing during the fi rst half of the fi nancial year. However, on account of better realization the net profi t of the Company improved to Rs.4,595.21 lakhs (up by 11.45%) during the fi nancial year 2009-10

Dividend:

The Board of Directors of the Company has recommended a dividend of Rs. 1.20 (Rupees one and paise twenty) (12%) per equity Share which is subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company. The total payment on account of Dividend (including Dividend Tax) shall be Rs. 1,575.95 lakhs. A sum of Rs. 115.56 lakhs has been transferred to the General Reserve.

Operational Review & Future:

The Indian real estate business has bounced back from its most trying times faced in the latter half of the fi nancial

year 2008-09. The residential sector was fi rst to show signs of recovery during the current fi nancial year. The Indian economy is looking much better as compared to other developed economies, it would be matter of time before the demand for commercial offi ce space & retail space improves.

Integrated Enclaves – The majority of the residential blocks of the two fl agship integrated enclave projects of the Company i.e., Brigade Gateway located at Malleshwaram-Rajaji Nagar, North Bangalore and Brigade Metropolis located at Whitefi eld, East Bangalore are completed and handing over to customers is in progress. The other development including the commercial space in these projects are in the advance stages of completion.

The following are the other residential projects completed in the fi nancial 2009-10:

Name of the project No. of Apartments

Area inSq. ft.

Location

Brigade Courtyard 184 277010 Bangalore

Brigade Solitaire 42 94990 Mysore

Brigade Citadel 8 25300 Mysore

Brigade Odyssey 8 17160 Bangalore

• Brigade Palmsprings at J. P. Nagar, Bangalore, a joint development residential projects, Brigade Horizon, a joint development residential project at Mysore and Brigade Petunia, a residential project at Banashankari, Bangalore are in an advanced stage of completion

Hospitality Domain - Mercure Homstead Residences at Koramangala in Bangalore owned by the Company and managed by Accor group has done commendable business in the fi rst year of its operation.

• The 230 room Sheraton Bangalore Hotel located at Brigade Gateway is under construction and is expected to commence operations at the end of the current fi nancial year.

Special Economic Zones – The enabling works like laying of boundary walls has commenced in the Special Economic Zone at Kochi and the architectural design for the Special Economic Zone at Mangalore is in progress.

Brigade Value Homes – Your Company will be launching a new range of affordable value homes in Bangalore in the fi nancial year 2010-11. Brigade Value


13

DIRECTORS’REPORT

Homes incorporate the concept of enclave living-which incidentally, was pioneered in Bangalore by your Company. The Value Homes will offer amenities like a swimming pool, gymnasium, landscaped outdoor areas, games room and security.

Quality Initiatives – Your Company has constantly upgraded its standards and scope of activities to have the widest coverage in the industry – from ISO 9001:1994 to ISO 9001:2008. Your Company is one of the fi rst to be upgraded to 2008 criteria and to have the largest scope in the Industry.

The following projects have been launched by the Company in 2009-10:

• Brigade Sparkle at Mysore is a residential project of 2,37,400 sq. ft. which would contain 32 apartments .

• Brigade Sonata is a joint development residential project of 16 apartments aggregating to 41,470 sq. ft.

• Brigade Crescent is a residential project of 10 apartments aggregating to 42,460 sq.ft.

• Brigade Rubix is a commercial project in Bangalore aggregating to 2,20,000 sq. ft.

• Brigade Vantage is a commercial project in Mysore aggregating to 1,30,000 sq. ft.

• Brigade Solitaire (Retail) is a retail project in Bangalore of 22,000 sq. ft.

The Bhoomi Puja for the following projects were done in the current fi nancial year. These projects will be launched in the next fi nancial year.

• Mall at Banaswadi, Bangalore,which would aggregate to more than 3,00,000 sq. ft.

• 120 acres mixed - use landmark project “Orchards” at Devagiri Farms which is a 50:50 joint venture project with Classic Valmark Private Limited.

• An integrated value homes (affordable housing) project of around 60 acres at Kaggalipura Village, Kanakapura known as “Brigade Meadows”.

A total of around 8 million square feet of built up area is being launched by the Company. Your Company is very optimistic about the future. It has weathered successfully through testing times and is gearing ahead with its major launches.

Utilisation of IPO Proceeds:

The funds raised in the Initial Public Offering in December 2007 have been fully utilised as 31st December, 2009. The details of the same are as follows:

(Rs. in Lakhs)

Particulars Amount specifi ed in prospectus

Actual Utilisation

A) Funds raised * 70,376.30 70,376.30B) Utlilisation : i) Land 4,796.90 25,508.71 ii) Construction 51,203.70 27,974.58 iii) General Corporate purposes

10,840.10 12,972.21

iv) Issue expenses 3,535.60 3,920.80C) Unutilised amount invested in Mutual Funds

Nil Nil

* Post the stabilization period on the Company exercising the Green Shoe Option.

The Shareholders of the Company in the 13th Annual General Meeting of the Company held on 27th June, 2008 have given their approval under Section 61 of the Companies Act, 1956 for varying, modifying, altering, including change in deployment of funds raised in the Initial Public Offering in December, 2007.

Subsidiaries:

Brigade Hospitality Services Limited (BHSL) is as a wholly owned subsidiary of the Company and is carrying on the business of running and managing clubs, service residences and convention centres. During the fi nancial year 2009-10 BHSL has registered income from operations amounting of Rs. 3,275 lakhs has turned the corner and Profi t after tax of Rs. 75 lakhs.

Brigade Estates and Projects Private Limited & Brigade Properties Private Limited are wholly owned Subsidiaries of the Company with main business in the fi eld of real estate development. Brigade Infrastructure & Power Private Limited is a wholly, owned subsidiary with it main object in the fi eld of Infrastructure and power. These Companies are in the process of being fully operational.

Brigade Tetrarch Private Limited (BTPL) is also a wholly-owned subsidiary of the Company with its main business in the fi eld of sports related activities. This Company owns the Bangalore Brigadiers team which participated in the KPL


14

DIRECTORS’REPORTT-20 tournament organized by the Karnataka State Cricket Association ( KSCA) in September, 2009. During the fi nancial year 2009-10 BTPL has registered income from operations amounting to Rs. 3.58 lakhs and incurred a loss of Rs. 17.28 lakhs.

Joint Venture:

BCV Developers Private Limited a 50:50 joint venture between the Company and Classic Valmark P. Limited for development of land of 120 acres in Devanahalli, Bangalore. Your Company has 50% representation of the Board of this Company. The master plan of the project has been fi nalised. This company would become operational in the fi nancial year 2010-11.

Consolidated Financial Statements:

The Consolidated Financial statements have been prepared by the Company pursuant to Clause 32 of the Listing Agreement entered with the Stock Exchanges. The Consolidated Financial Statement and Auditors’ Report thereon forms part of the Annual Report.

Fixed Deposits:

The Company has not accepted any fi xed deposits during the year. There are no deposits repaid during the year or any unclaimed deposits with the Company.

Management Discussion & Analysis Report:

The Management Discussion and Analysis is annexed to this report.

Directors:

Mr. P. V. Maiya and Mr. P. M. Thampi retire by rotation and being eligible, offer themselves for re-appointment.

Dr. K. Kasturirangan, Independent Director resigned from the directorship of the Company with effect from 30th July, 2009 due to his appointment as member of the National Planning Commission, Government of India. Board wishes to place on record their appreciation for the contribution made by him.

Dr. K. R. Srinivas Murthy was co-opted on the Board as Additional Director with effect from 28th October, 2009. He holds offi ce till the date of the ensuing Annual General Meeting. The Company has received a notice together with deposit, as provided under Section 257 of the Companies Act, 1956, from a shareholder proposing the appointment of Dr. K.R. Srinivas Murthy as a Director liable to retire by rotation.

None of the Directors of the Company are disqualifi ed under Section 274(1)(g) of the Companies Act, 1956.

Auditors:

M/s. Narayanan, Patil & Ramesh, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting of the Company and being eligible for re-appointment have offered themselves for re-appointment.

M/s. Narayanan, Patil & Ramesh, Chartered Accountants have confi rmed that the appointment, if made, will be in accordance with the limits prescribed under Section 224(1B) of the Companies Act, 1956.

Directors’ Responsibility Statement:

As per the provisions of Section 217(2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confi rmed that:

i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

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 the Financial Year and of the profi t and loss of the Company for that period.

iii) The Directors have taken proper and suffi cient 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.

iv) The Directors have prepared the accounts on a going concern basis.

Report on Corporate Governance:

A detailed report on Corporate Governance has been included as an attachment to this Report.

Particulars of Employees:

The details of employees drawing a remuneration aggregating Rs. 24,00,000/- (Rupees twenty four lakhs only) or more per year / Rs. 2,00,000/- (Rupees two lakhs only) or more per month, where employed for a part of the year pursuant to Section 217(2A) of the Companies Act, 1956 is contained in Annexure “A” to this report. However, having regard to the provisions of Section 219(1)(b)(iv) of


15

the Companies Act, 1956, The Annual Report excluding the aforesaid information is being sent to all members of the Company and others entitled thereto. Any person interested in obtaining such particulars may write to the Company at the Corporate Offi ce of the Company.

Conservation of energy, technology absorption, Foreign Exchange earnings and outgo:

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings & outgo pursuant to the provisions of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is contained in Annexure “B”.

Awards and Recognitions:

Company was selected as one among India’s Top Ten Builders in 2009 by Construction World magazine which is for the third consecutive year.

The Company has been awarded the ‘Regional Developer of the Year - South’, instituted by Realty Plus, India’s Leading Real Estate Monthly Magazine, at Realty Plus Excellence Awards 2010. This award is being received by us for the second consecutive year.

Mercure Homstead Residences – a 5 star serviced residences of the Company which is operated by the Accor group has received “Best new hotel of the year in South Asia in the serviced apartment segment-2010 ” award from HVS India.

Acknowledgements:

We would like to thank the shareholders & customers for showing their confi dence, patience and support.

The Board would like to place on record its appreciation and thanks to the Bankers, Statutory Authorities, business associates for their support, co-operation, guidance and the confi dence reposed on the Company.

A very special thanks to the brigadiers for showing their solidarity and support to the organisation at all times.

For and on behalf of the BoardFor Brigade Enterprises Limited

M. R. JaishankarPlace: Bangalore Chairman and Managing DirectorDate: 5th May, 2010


16

ANNEXURE “B”

I. Conservation of Energy

(a) Energy conservation measures taken:

The cost of power / fuel consumption doesn’t constitute a major cost of the project. This cost per se is the power and fuel purchased for construction process such as operation of cranes, lifts, conveyors lighting, welding, cutting, drilling and operation of other electrical instruments at the project sites. The buildings being Mega and High raised structures it is imperative to use power assisted gadgets for the safety of the workers.

However the company has been taking energy saving measures, viz.,

• Utilizing the natural light sources on lighting system, and install high-effi ciency lamps (CFL and LED Lamps) with the HF electronic ballasts.

• Use of glass as building material to minimize Day-lighting in offi ces and projects of the company and at the same time not increasing the air-conditioning load by suitably shading the building.

• CFL fi ttings are provided inside the building for common area lighting in the projects of the Company.

• Effi cient ventilation system in offi ces and the projects of the Company especially residential with a major thrust on natural ventilation.

• Scientifi cally designing the orientation of a building to minimize the use of Day lighting and cooling.

• Painting the ceilings and walls in favor of refl ecting effect with lighter colors.

• Use of electrical equipments rated by Bureaus of Energy Effi ciency, Government of India.

• Utilization of solar energy wherever possible for heating and lighting in all the projects of the company.

• Energy effi cient Lifts and water supply pumps for water pumping applications.

(b) Additional investment and proposals, if any being implemented for reduction in consumption of energy.

The Company as a matter of policy has a regular and ongoing programme for investments in energy saving devices, wherever possible, used in construction. Studies are being made to reduce energy consumption and make suitable investments in this area, if necessary.

(c) Impact of measures taken at (a) and (b) above for reduction of Energy consumption and consequent impact of the same

The impact of the measures taken cannot be quantifi ed as the company is in the construction fi eld

(d) Total energy consumption and energy consumption per unit as per form – A of the Annexure to the rules of industries specifi ed in the schedule thereto:

Not Applicable.

II. Technology absorption.

Company works on a mechanized process to reduce cost and increase the effi ciency of the operations. Company has from time to time engaged international architects and consultants in its integrated enclave projects for using the latest designs and technology

Company has implemented ERP package SAP for integrating the various process and operations of the Company.

Modern Technology / Machinery is used by the Company from time to time to achieve maximum effi ciency in operations.

III. Research and Development

More standardized building elements which adheres to quality standards

More effi cient and effective planning of construction activities for maintaining the quality.

Benefi ts derived from R & D

The buildings constructed adhere to highest standard of quality.

Expenditure on R & D

It forms part of the project cost and cannot be quantifi ed separately.

IV. Foreign Exchange Earnings & Outgo

The details of Foreign Exchange infl ow and outfl ow during the year are as follows:

(Rupees in lakhs)Particulars 2009-10 2008-09Infl ow:Advance for Sale of Units, Lease deposits & Rentals

226.57 601.09

Outfl ow: i) Professional chargesii) Consultation Feesiii) Others

218.73101.77

1,100.32

197.42–

2,377.58

For and on behalf of the BoardFor Brigade Enterprises Limited

M. R. JaishankarChairman and Managing Director

Place: BangaloreDate: 5th May, 2010.


17

MANAGEMENT DISCUSSION AND ANALYSIS REPORTReal Estate in India

2009-10 saw a revival in Indian Real Estate, backed by revived demand for Residential space. Volumes sold in the residential space have almost matched pre-recession numbers, although price realization is yet to catch up, particularly in South India. The Budget, however, came as a damper, insofar as that none of the issues affecting real estate were addressed.

The real estate sector is second only to agriculture in terms of employment generation and contributes signifi cantly towards the gross domestic product (GDP). The Housing sector contributes around 5% to the country’s GDP and this contribution is expected to rise to 6 percent within the next fi ve years. The Central Statistical Organization expects the Indian economy to grow by 7.2% for 2009-10, with the industrial & services sector expected to grow by 8.2% and 8.7% respectively.

Demand for Commercial Real Estate continued to remain depressed. Bangalore, being highly dependent on the IT/ITES sector, has witnessed a drastic drop in demand for offi ce space. However, 2010-11 promises to be a good year on the back of excellent gains posted by various IT companies. These companies have published encouraging results and have announced increases in salaries and new hires. Many Engineering and Management Graduate schools have witnessed a sharp uptick in both the number of companies visiting their campus as well as the salaries that are being offered. These developments bode well for the Real Estate Industry, particularly for commercial real estate in Bangalore, though the non-extension of concessions under STPI will certainly affect the recovery

Special Economic Zones (SEZs) have attracted substantial domestic and foreign investments due to the Indian Government’s commitment to ensuring continuous growth of SEZs. However, supply of SEZs, similar to that of retail real estate, were deferred, with some SEZs even being de-notifi ed. This is primarily attributed to the lack in demand for commercial space, particularly by the IT/ITES sector; this, however, should change in the near term, since STPI concessions are no longer available, and IT/ITES companies will perforce need SEZ benefi ts in order to stay competitive.

A slowdown in demand from both end customers as well as retailers delayed supply of Retail real estate space in 2009-10. The year witnessed high vacancy rates as well as dismal lease transactions. New supply of malls in the major cities of India witnessed a fall of around 40% when compared to the previous year. In Bangalore, the delay in supply should not be considered negative as this has ensured that current vacancy levels in malls have remained between 3% and 5%. Given the revival in the economy, 2010-11 is expected

to witness rise in demand for mall space and increase in rentals of 5% to 10%, though anchor tenants are resorting to arm-twisting, looking for a revenue-sharing model, with or without a Minimum Guarantee.

Opportunities

As stated in the last year’s Annual Report, ‘Affordable Homes’ has captured the imagination of many developers. This has been based on various studies indicating a shortage of more than 25 million homes, a majority of which are in the EWS/LIG category. However, in the local context, “affordable’’ is defi ned as sub-Rs. 25 lakhs.

2009-10 saw us foray into the affordable homes category for the fi rst time, with our “Value Homes”, backed by an innovative advertising campaign. We launched a fi rst-of-its-kind ‘Expression of Interest’ offer inviting prospective customers to register their preference of apartment with us, based on location and apartment size/type. This offer was lapped up by the customers and the number of registration far exceeded our expectations.

Apart from venturing in to the world of affordable homes, we have continued to focus on our core competencies. We have started work on high-end/premium projects (that we are well known for) in the heart of Bangalore. Further, being the pioneer of integrated enclaves in Bangalore, we are in the process of obtaining sanctions for 2 of our mega township projects in Bangalore. These will be launched in 2010-11.

Risks & Threats

Broadly, the risks can be classifi ed as:

• Regulatory – permissions need to be obtained from a plethora of Central and State Government departments & civic authorities, before a project can commence; normal time frame of 120 days to 240 days can stretch for years, for no rational reason.

• Legal – the lack of transparency, no centralized system of accessing information, leaves a lot of grey areas in documents with the result that clear-titled lands are hard to come by

• Over-dependence on the IT/ITES sector in the recent past.

• Human Resources of quality – are always a limitation when one needs to ramp-up operations in a hurry.

• Financial Resources – while the banking sector is fl ush with funds, the collapse of the real estate sector in the West has left them hesitant to venture forth; cost of funds is high


18

MANAGEMENT DISCUSSION AND ANALYSIS REPORTThe company has adequate and appropriate systems in place to ensure that the impact of the risks are minimized and interests of the Company are protected.’

The last year has seen a lot activity on the Real Estate Regulation Bill. The Government of India has drafted this regulatory bill and has requested for feedback from all stakeholders. Our opinion is that this bill has been drafted with noble intentions, but may enforce more regulations in an industry that already seems to be over regulated, and thus create more road blocks. The risk of a project being delayed is very high if the bill is accepted in its current form.

Further, if there are any delays in a project, the developer is the only stakeholder who is held responsible and thus punished. Other stakeholders, such as Customers, Utilities and Government Agencies, are not brought into the fold.

Internal Control Systems and their adequacy

Internal Control System is an effi cient and effective tool for any organisation to ensure that

• accuracy of the transactions recorded and reported

• optimum utilization of resources

• safeguarding of assets

• protection against loss of unauthorized use and disposition of assets.

Proper Internal Control Systems ensures that transactions are executed with management authorization and they are recorded in all material respects to permit preparation of fi nancial statements in conformity with established accounting principles.

Company has an Internal Audit Department and Grant Thornton are the Internal Auditors of the Company. Internal Audit is a continuous and ongoing process throughout the year to keep pace with changing market dynamics.

The fi ndings of the Internal Auditors and their reports are circulated to the management, statutory auditors and circulated to the Audit Committee Members. The reports of the Internal Auditors are discussed extensively at the Audit Committee Meetings

Financial Performance

Equity Share Capital: The equity share capital of the Company as on 31st March, 2010 stood at Rs. 11,225.19 lakhs. There is no change in the Share capital of the Company as compared with the previous fi nancial year.

Debt Equity: The debt equity ratio of the Company as on 31st March, 2010 is at 0.64 as against 0.43 in the previous fi nancial year. Eventhough the debt equity ratio has increased as compared to the previous fi nancial year which is much healthier as compared to the peers in the Industry.

Interest & Financial Charges: Interest & Financial Charges for the fi nancial year 2009-10 is Rs. 887.49 lakhs as compared to Rs. 587.84 lakhs in the previous year, an increase by 50.97%. The increase is primarily due to the additional borrowings made by the Company.

Turnover: The Company’s turnover has decreased from Rs. 39,435.72 lakhs to Rs.36,259.08 lakhs, decrease by 8.05% over the previous year.

Net Profi t: Net profi t available for appropriation for the year 2009-10 stood at Rs. 4,622.30 lakhs as compared to Rs. 8,305.30 lakhs in the previous year, decrease by 44.34%. The decrease in profi tability is mainly due to the refund of taxes to the tune of Rs. 1,733.71 lakhs in the previous year.

Dividend: The Company has proposed a dividend of Rs. 1.20 (12%) per equity share. The total payout on account dividend including corporate dividend tax aggregates to Rs. 1,575.95 lakhs.

Earnings Per Share (EPS): The Company’s Earnings Per Share (EPS) during the current year is Rs. 4.12 as compared to Rs.3.13 in the previous year.

Material developments in Human Resources

Human Resources are a very vital ingredient of the company.

The vision of the Company is to be a world class organization in its products, processes and people.

Human Resources are a crucial element for any organization to attain its vision. Company has a good combination of workforce possessing the requisite skills for effi cient performance of work. The employees of the Company in combination with a good outsourcing model has ensured excellent execution levels in the projects.

The total number of employees of the Company as on 31st March, 2010 is at 368 as compared to 355 employees in the previous fi nancial year.

Imparting of training both internal & external is done on a regular basis to sharpen the skills of employees a all levels.

During the year an online in-house journal “e-brigadier” was launched creating a platform for the employees to share their knowledge, views and opinion.

The Company has based on study conducted by Ernst & Young has introduced bands for each level in the organisation hierarchy ranging from 1 A to 6. Variable Pay system has been introduced with effect from 1st January 2010 which is linked to 3600 Performance Management System.


19

Total Transfomation:

During the year “Sampoorna Parivartan” (Total Transformation) was launched as an initiative to bring in a complete change in the Way We Work in Brigade to reach our ultimate goal of excellence in every sphere of activity.

This programme is partnered with Wipro Consulting Services, the main goals of which are :

1. On-Time Delivery,

2. Financial Benefi ts,

3. Innovation,

3. Customer Experience and

4. Employee Satisfaction.

Driving towards achieving profi tability and productivity through continuous improvement and resource waste elimination, Sampoorna Parivartan becomes the solution across the spectrum of functions as well as the hierarchy.

Specifi c tracks have been developed addressing the issues & challenges which are as follows:

• War Room for interdepartmental coordination and decision making.

• Six Sigma as a structured approach to fi nd solutions for specifi c problems in areas of cost, time & customer service.

• Reverse Auctions for online contract management for cost reduction in purchase.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

• 5S/Kaizen for productivity and continuous improvement.

• Business Process Management for enabling a data-based culture and standardising processes.

• Critical Chain Project Management for on-time delivery and planning. Knowledge Management for information and best practice sharing.

We are looking forward in realising the tangible as well as intangible benefi ts of Sampoorna Parivartan like improving on-time performance, cash fl ows, customer service and communication, data based decision making, cross functional culture and others. We plan to make Sampoorna Parivartan an organizational culture and reap the benefi ts for all.

Cautionary Statement

Statement in the Management Discussion and Analysis Report detailing the Company’s objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. These statements being based on certain assumptions and expectation of future events, actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include economic conditions affecting domestic demand-supply conditions, fi nished goods prices, changes in government regulations and tax regime etc. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statements on the basis of subsequent developments, information or events.


20

CORPORATE GOVERNANCE REPORTPhilosophy on Corporate Governance at Brigade Enterprises Limited

The Philosophy on Corporate Governance at Brigade Enterprises Limited is:

(a) To ensure highest levels of integrity and quality

(b) To ensure observance of highest standards & levels of transparency, accuracy, accountability and reliability on the organisation.

(c) To ensure protection of wealth and other resources of the Company for maximising the benefi ts to the stakeholders of the Company.

The Corporate Governance Report of the Company for the year ended 31st March, 2010 is as follows:

Board of Directors

The Board of Directors of the Company comprises of 8 directors as on 31st March, 2010 who have expertise in the different aspects of business of the Company. The composition and category of the Directors are as follows:

Category Name of Director Designation No. of Directors

% to total number of Directors

Executive Promoter Directors

Mr. M.R. Jaishankar

Ms. Githa Shankar

Chairman & Managing DirectorWholetime Director

2 25

Category Name of Director Designation No. of Directors

% to total number of Directors

Non – Executive Directors

Mr. M. R. Gurumurthy

Mr. M. R. Shivram

Director

Director

2 25

Independent Non-Executive Directors

Mr. P. V. MaiyaMr. P.M. Thampi*Dr. K. KasturiranganDr. A. Ramakrishna**Dr. K. R. S. Murthy

DirectorDirectorDirectorDirectorDirector

4 50

Total 8 100

*Resigned as Independent Director with effect from 30th July, 2009

**Appointed as an Additional Director with effect from 28th October, 2009

Board Meetings

The details of the Board Meetings held in the fi nancial year 2009-10 are as follows:

S. No. Date1 Tuesday, 26th May, 20092 Thursday, 30th July, 20093 Wednesday, 28th October, 20094 Thursday, 21st January, 2010

The attendance of the Directors in Board Meetings, previous Annual General Meeting, Directorships and committee positions held by them in other Companies are as follows:

Name of the Director Board meetings attended in the

fi nancial year 2009-10

Attendance in the 14th Annual General Meeting held on 30th July, 2009

No. of Directorships in other Public

Limited Companies

No. of Committee positions held in other

Public Limited Companies

Chairman Member

Mr. M. R. Jaishankar 4 Yes Nil Nil Nil

Ms. Githa Shankar 4 Yes Nil Nil Nil

Mr.M. R. Gurumurthy 4 Yes Nil Nil Nil

Mr. M. R. Shivram 4 Yes Nil Nil Nil

Mr. P. V. Maiya 4 Yes 3 Nil 2

Mr. P. M. Thampi 4 Yes 2 Nil 2

* Dr. K. Kasturirangan 1 No Nil Nil Nil

Dr. A. Ramakrishna 4 Yes 12 1 7

**Dr. K. R. S. Murthy 2 NA 3 1 2

*Resigned as Independent Director with effect from 30th July, 2009

**Appointed as an Additional Director with effect from 28th October, 2009


21

CORPORATE GOVERNANCE REPORTCode of Conduct for Board Members and Senior Management

The Board of Directors of the Company have laid down a Code of Conduct for all Board Members and Senior Management of the Company. Board Members and Senior Management of the Company have affi rmed compliance to the Code for the fi nancial year ended 31st March, 2010. A declaration to this effect by the Chairman & Managing Director of the Company is annexed to this report. The Code of Conduct has also been posted on the website of the Company.

Audit Committee

The Audit Committee of the Company was constituted on 20th July 2007. The Constitution of the Committee is in accordance with Section 292A of the Companies Act, 1956 and Clause 49(II)(A) of the Listing Agreement entered with the Stock Exchanges.

The terms of reference of the Audit Committee shall include:

1. Overseeing the Company’s fi nancial reporting process and disclosure of its fi nancial information.

2. Recommending to the Board the appointment, re-appointment, and replacement of the Statutory Auditor and the fi xation of audit fee.

3. Approval of payments to the Statutory Auditors for any other services rendered by them.

4. Reviewing, with the Management, the annual Financial Statements before submission to the Board for approval, with particular reference to:

a. Matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s report in terms of Clause (2AA) of Section 217 of the Companies Act, 1956.

b. Changes, if any, in accounting policies and practices and reasons for the same.

c. Major accounting entries involving estimates based on the exercise of judgment by Management.

d. Signifi cant adjustments made in the Financial Statements arising out of audit fi ndings.

e. Compliance with listing and other legal requirements relating to Financial Statements.

f. Disclosure of any related party transactions.

g. Qualifi cations in the draft audit report.

5. Reviewing, with the Management, the quarterly, half-yearly and annual Financial Statements before submission to the Board for approval.

6. Reviewing, with the Management, the performance of statutory and internal auditors, and adequacy of the internal control systems.

7. Reviewing the adequacy of internal audit function, if any, including the structure of the internal Audit Department, staffi ng and seniority of the offi cial heading the department, reporting structure coverage and frequency of internal audit.

8. Discussion with Internal Auditors on any signifi cant fi ndings and follow up there on.

9. Reviewing the fi ndings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

10. Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

11. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

12. Reviewing the functioning of the whistle blower mechanism, in case the same is existing.

13. Review of Management discussion and analysis of fi nancial condition and results of operations, statements of signifi cant related party transactions submitted by management, management letters/letters of internal control weaknesses issued by the Statutory Auditors, Internal audit reports relating to internal control weaknesses, and the appointment, removal and terms of remuneration of the Chief Internal Auditor.

14. Ensuring compliance with applicable accounting standards.

15. Reviewing the Company’s fi nancial and risk management policies

16. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

17. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.


22

CORPORATE GOVERNANCE REPORTThe powers of the Audit Committee shall include the power;

1. To investigate activity within its terms of reference.

2. To seek information from any employee.

3. To obtain outside legal or other professional advice.

4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

During the year the Audit Committee meetings were held on 26th May, 2009, 30th July, 2009, 28th October, 2009 and 21st January, 2010.

The Composition and attendance of the members for the Committee are as follows:

S.No. Name Position Attendance1. Mr. P. V. Maiya, Chairman 42. Mr. PM. Thampi Member 33. Mr. M. R. Gurumurthy Member 44. *Mr. A. Ramakrishna Member 3

* Dr. A. Ramakrishna has been inducted as member w.e.f. 26th May, 2009

Company Secretary is the Secretary of the Committee.

Related party transactions

All the related party transactions are strictly done on arm’s length basis. The Company places all the relevant details relating to related party transactions before the Audit Committee from time to time. Particulars of related party transactions are listed out in notes to the fi nancial statements forming part of the Annual Report. During the year leasehold deposit / rent paid /payable to M.R. Shivram, Non- Executive Director by the Company is Rs, 7,77,851/-

Compensation Committee

Board of Directors of the Company had constituted a Compensation Committee on 20th July 2007.

The terms of reference of the Compensation Committee are as follows:

1. Framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws in India or overseas, including:

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

b. The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 1995.

2. Determine on behalf of the Board and the shareholders the Company’s policy on specifi c remuneration packages for Executive Directors including pension rights and any compensation payment.

3. Perform such functions as are required to be performed by the Compensation Committee under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (“ESOP Guidelines”), in particular, those stated in Clause 5 of the ESOP Guidelines.

4. Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

The Composition of the Compensation Committee is as follows:

S.No. Name Position

1. Mr. PM. Thampi Chairman2. Mr. P. V. Maiya, Member3. Dr. A. Ramakrishna Member


One Compensation Committee was held on 26th May, 2009 and 29th July, 2009 and the same was attended by all the members.

Sitting fees for attending meeting of Board/ Committee is paid as per the provisions of Articles of Association of the Company / Companies Act, 1956. Commission paid to Independent Directors & Executive Directors is decided by Board of Directors within the limits approved by the shareholders.

The details of remuneration paid / payable to the Directors for the year ended on 31st March, 2010 are as follows:

Name of theDirector

Salary & Perquisites

(Rs.)

Sitting Fees(Rs.)

Commission(Rs.)

Total(Rs.)

Mr. M.R. Jaishankar 48,00,000 Nil 93,44,000 1,41,44,000Ms. Githa Shankar 48,00,000 Nil Nil 48,00,000Mr. M.R. Gurumurthy Nil 80,000 Nil 80,000Dr. K. Kasturirangan. Nil 20,000 Nil 20,000Mr. P.V. Maiya Nil 1,50,000 5,00,000 6,50,000Mr. M.R. Shivram Nil 80,000 – 80,000Mr. P.M. Thampi Nil 1,00,000 5,00,000 6,00,000Dr. A. Ramakrishna Nil 90,000 5,00,000 5,90,000Dr. K.R.S. Murthy Nil 20,000 5,00,000 5,20,000


23

CORPORATE GOVERNANCE REPORTInvestor Grievance Committee

The Investor Grievance Committee was constituted by the Board on 20th July 2007.

The terms of reference of the Investor Grievance Committee are as follows:

1. Investor relations and redressal of shareholders’ grievances in general and relating to non-receipt of dividends, interest, non- receipt of Balance Sheet, etc.

2. Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

A total of four meetings were held in the fi nancial year on the following dates:

26th May, 2009, 30th July, 2009, 28th October, 2009 and 21st January, 2010.

The composition of the Committee & attendance in the meetings were as follows:

S.No. Name Position Attendance 1. *Dr. K. Kasturirangan Chairman 12. **Dr. K. R. S. Murthy Chairman 13. Mr. P. V. Maiya Member 44. Mr. M. R. Shivram Member 4

*Resigned from Membership of Committee with effect from 30th July, 2009.

**Appointed as Chairman of the Committee with effect from 28th October, 2009.

Company Secretary is the Secretary to the Committee

There were no complaints pending for redressal as on 1st April, 2009. A total of 249 complaints were received during the year ended 31st March 2010. All the complaints were duly redressed. There are no complaints pending redressal as on 31st March, 2010.

Committee of Directors:

Board of Directors of the Company constituted a Committee of Directors on 25th April, 2008.

The Committee has been delegated certain powers relating to certain regular business:

The Composition of the Committee is as follows:

S.No. Name Position 1. Mr. M. R. Jaishankar Chairman 2. Mr. P. M. Thampi Member3. Mr. P. V. Maiya Member


There was one meeting of the Committee held on 4th November, 2009 which was attended by all the members.

Share Transfer Committee

The Board of the Directors of the Company constituted a Share Transfer Committee on 18th December, 2007. The Committee shall approve transfer, transmission, split, consolidation & re-materialisation of shares & issue of duplicate share certifi cates.

The composition of the Share Transfer Committee is as follows:

S.No. Name Position1. Mr. M. R. Jaishankar Chairman2. Ms. Githa Shankar Member3. Mr. M. R. Shivram Member


Subsidiary Companies

The Company does not have a material non-listed Subsidiary Company whose turnover or net worth exceeds 20% of the consolidated turnover or networth of Brigade Enterprises Limited.

The Financial Statements including the investments made by the unlisted Subsidiary Companies have been reviewed by the Board of Directors of the Company.

Copies of minutes of the Board Meetings of the Subsidiary Companies are placed before Board for their attention.

General Meetings

The details of the Annual General Meetings held during the last three years are as follows:

Year No. of AGM

Day, Date & Time of AGM Venue

2008-09 14 Thursday, 30th July, 2009at 4.00 p.m.

MLR Convention Centre,Brigade Millennium Campus, J. P. Nagar,Bangalore – 560 078

2007-08 13 Friday, 27th June, 2008at 04.00 p.m.

MLR Convention Centre,Brigade Millennium Campus, J. P. Nagar, Bangalore – 560 078

2006-07 12 Wednesday, 20th June, 2007at 10.00 a.m.

Penthouse, Brigade Towers 135,Brigade Road,Bangalore – 560 025


24

CORPORATE GOVERNANCE REPORTSpecial Resolutions passed in the previous three Annual general Meetings are as follows:

AGM AGM date Special Resolutions passed through show of hands

13 27th June, 2008 Payment of remuneration to Non-Executive Directors not exceeding 1% of net profi ts.

12 20th June, 2007 a) Conversion of Company into a Public Limited Company.

b) Increasing the borrowing powers of the Company upto Rs. 25,000 million.

Extraordinary General Meeting

There were no extraordinary general meetings held during the year.

There were no resolutions passed through postal ballot during the year.

Disclosures

1) There are no materially signifi cant related party transactions entered by the Company with related parties that may have a potential confl ict with the interests of the Company.

2) The Company has duly complied with the requirements of the regulatory authorities on capital market. There are no penalties imposed nor any strictures have been passed against the Company during the last three years.

3) The mandatory requirements laid down in Clause 49 of the Listing Agreement has been duly complied by the Company and the adoption of non-mandatory requirements is as follows:

(i) The Company has not fi xed a period of 9 years as tenure for Independent Directors on the Board of the Company.

(ii) The Board of Directors of the Company have constituted a Compensation Committee on 20th July, 2007. The terms of reference to the Committee is contained elsewhere in this report.

(iii) The Company does not send half-yearly fi nancial results, including summary of signifi cant events in the last six months as the same are published in newspapers and also posted on the website of the Company.

(iv) The Board of Directors of the Company comprises a perfect combination of Executive and Non-Executive Directors who are professionals in their respective fi elds.

(v) At present, the Company does not have a mechanism for evaluating the performance of Non-Executive Directors by a peer group.

(vi) The Company has not adopted Whistle Blower Policy. However the Company has not denied access to any employee to approach the management on any issue.

(vii) Voluntary Guidelines – 2009:

The Ministry of Corporate Affairs has issued a set of Voluntary Guidelines on ‘Corporate Governance’ and ‘Corporate Social Responsibility’ in December, 2009. These guidelines are expected to serve as a benchmark for the Corporate Sector and also help them in achieving the highest standard of corporate governance.

Some of the provisions of these guidelines are already in place as reported elsewhere in this Report. The other provisions of these guidelines are being evaluated and your Company will strive to adopt the same in a phased manner.

Means of Communication

Financial Results:

The Results of the Company are furnished to the Stock Exchanges on a periodic basis (quarterly, half-yearly and annually) after the approval of the Board of Directors.

The results are normally published in “Mint” & “Business Standard”- English Daily and “Times of India” – Kannada Newspaper within 48 hours after the approval by the Board.

The details of the fi nancial results and shareholding pattern are hosted on the Company’s website: www.brigadegroup.com. All other offi cial news and press releases are displayed on the same website.

Information to Shareholders of 15th Annual General Meeting

1. Date 23rd July, 2010

2. Time 11.00 a.m.

3. Venue at MLR Convention Centre Brigade Millennium Campus, 7th Phase, J. P. Nagar, Bangalore – 560078

4. Financial Year 1st April to 31st March

5. Date of Book Closure Friday, 15th July, 2010 to Friday, 23rd July, 2010 (both days inclusive)


25

CORPORATE GOVERNANCE REPORT6. Dividend: The Board of Directors have recommended a

dividend of Rs. 1.20 (12%) per equity share. Dividend, if approved at the ensuing Annual General Meeting will be paid to those shareholders, whose names appear in the Register of Members as on 14th July, 2010.

7. Compliance Offi cer P. Om Prakash

8. Registered offi ce “Penthouse”, Brigade Towers,

135, Brigade Road,

Bangalore – 560 025

9. Listing in Stock Exchanges: The Equity Shares of the Company are listed in the following Stock Exchanges:

National Stock Exchange of India Limited

Bombay Stock Exchange Limited

10. Stock Code Bombay Stock Exchange Limited – 532929

National Stock Exchange of India Limited –

BRIGADE, series-EQ BE

11. Listing Fees: Listing Fees as prescribed has been paid fully to all the Stock Exchanges where the shares of the Company are listed.

12. Stock Performance

The performance of the stock in the Bombay Stock Exchange Limited & National Stock Exchange of India Limited for the period from 1st April, 2009 to 31st March 2010 was as follows:

Month National Stock Exchange of India Limited (NSE )

Bombay Stock Exchange Limited (BSE)

High Low Volume High Low Volume

April 59.60 34.10 1836932 59.70 33.55 1353185

May 99.65 48.00 2348969 99.40 48.05 1754885

June 108.00 72.05 2164939 109.00 72.45 1339380

July 97.55 66.65 2217510 95.00 67.50 1939165

August 140.00 78.50 14718600 140.00 78.25 9206755

September 132.30 112.05 9945668 131.90 112.00 6518529

October 145.70 111.95 13871505 145.50 112.30 7808336

November 149.95 106.30 5642297 143.75 106.40 3174960

December 147.85 121.60 4412265 148.00 124.50 2283423

January 187.00 129.50 12832892 187.00 129.60 6687942

February 160.00 133.00 2940055 159.60 133.15 1480945

March 152.75 130.50 2068730 153.00 132.50 1143004

13. Dematerialisation of shares

The ISIN for the Equity Shares of the Company is INE791I01019. A total of 74310935 Equity Shares aggregating to 66.20% of the total shares of the Company are in dematerialised form as on 31st March, 2010.

14. Share Transfer Agents: Karvy Computershare Private Limited Plot Nos. 17 to 24 Vittalrao Nagar, Madhapur, Hyderabad – 500 081 Telephone No. : 040 23420815 to 24 Fax No.: 040 23420814 Email: [email protected]

15. Distribution of Shareholding as on 31st March, 2010

Category(Amount)

No. of shareholders

% Amount(Rs.)

%

1-5000 100699 98.42 53517770 4.775001-10000 1020 0.99 7453220 0.6610001-20000 296 0.29 4269050 0.3820001-30000 67 0.07 1733210 0.1530001-40000 40 0.04 1402060 0.1340001-50000 33 0.03 1573310 0.1450001-100000 52 0.05 3800640 0.34Above 100000 113 0.11 1048770140 93.43Total 102320 100.00 1122519400 100.00

Brigade BSE Sensex

0

50

100

150

200

31-Mar-1019-Jan-1005-Nov-0925-Aug-0917-Jun-0901-Apr-090

5000

10000

15000

20000

Brigade NSE Sensex

0

34

69

103

138

173

31-Mar-1019-Jan-1005-Nov-0925-Aug-0917-Jun-0901-Apr-090

1000

2000

3000

4000

5000

6000

Exchange: BSE Start Date: 1-4-2009 End Date : 31-3-2010

Exchange: NSE Start Date: 1-4-2009 End Date : 31-3-2010


26

16. Categories of Shareholders as on 31st March, 2010

Category No. of Shares

% to Total Shares

Promoters & their Relatives 6,45,90,539 57.54Mutual Funds 19,48,962 1.73Banks, Financial Institutions 11,55,863 1.03Foreign Institutional Investors 51,72,238 4.61Non-Resident Indians 2,64,707 0.24Indian Companies 16,22,718 1.45Indian Public 3,73,92,278 33.30Trusts 85,411 0.08Clearing Members 19,224 0.02Total 11,22,51,940 100.00

Promoters / Promoter group haven’t pledged any equity shares of the Company held by them in the Company as on 31st March, 2010.

17. Financials Release Dates for 2010-11

Quarter Release Date (tentative & subject to change)

1st Quarter ending30th June 2010

Fourth week of July, 2010

2nd Quarter ending30th September, 2010

Fourth week of October, 2010

3rd Quarter ending31st December, 2010

Fourth week of January, 2011

4th Quarter ending31st March, 2011

Fourth week of April, 2011

18. Internet access: www.brigadegroup.com

The website of the Company contains all relevant information about the Company. The Annual Reports, Shareholding pattern, un-audited quarterly results and all other material information are hosted in this site.

19. Email Id for Investor Grievances

Company has a dedicated e-mail id ([email protected]) for redressal of grievances of investors. Investors are requested to use this facility.


27

AUDITORS’ REPORT ON CORPORATEGOVERNANCE

CEO/CFO CERTIFICATION PURSUANT TO CLAUSE 49 OF THELISTING AGREEMENT(S)

To,The Shareholders ofBrigade Enterprises Limited,

We have examined the compliance of conditions of Corporate Governance by Brigade Enterprises Limited for the year ended on 31st March, 2010 as stipulated by Clause 49 of the Listing Agreement of the Company with the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the provisions relating to Corporate Governance. It is neither an audit nor an expression of opinion on the Financial Statements of the Company.

In our opinion and to the best of our information and according to the explanation given to us, we certify that

the Company has complied in all material aspects with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement,

We state that no investor grievances are pending for a period exceeding one month except where disputed or sub-judice, as per the records maintained by the Company, Registrar and Transfer Agents and reviewed by the Board/Committee of the Company.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the effi ciency or effectiveness with which the management has conducted the affairs of the Company

For Narayanan, Patil and RameshChartered AccountantsFirm Reg. No. 002395S

Patil Udaya KumarPlace: Bangalore PartnerDate: May 5, 2010 Membership No. 200/25589

The Board of Directors,Brigade Enterprises LimitedPenthouse, Brigade Towers,135, Brigade Road,Bangalore - 560 025

This is to certify that:

a) We have reviewed fi nancial statements and the cash fl ow statement for the fi nancial year 2009-10 and that to the best of our knowledge and belief:

i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, 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 are fraudulent, illegal or violative of the Company’s code of conduct.

c) We accept responsibility for establishing and maintaining internal controls for fi nancial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to fi nancial reporting and that we have disclosed to the Auditors and the Audit Committee, defi ciencies in the design or

operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these defi ciencies.

d) We have indicated to the Auditors and the Audit committee

i) signifi cant changes in internal control over fi nancial reporting during the year;

ii) signifi cant changes in accounting policies during the year and that the same have been disclosed in the notes to the fi nancial statements; and

iii) instances of signifi cant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a signifi cant role in the company’s internal control system over fi nancial reporting.

e) We further declare that all Board Members and Senior Management personnel have affi rmed compliance with the Code of Conduct for the fi nancial year 2009-10

For Brigade Enterprises LimitedM. R. Jaishankar

Chairman & Managing Director

R. J. Shama SundarGeneral Manager – Finance

Place: BangaloreDate: May 5, 2010


28

STANDALONE FINANCIALSTATEMENTS


29

AUDITORS’REPORTTo the members of BRIGADE ENTERPRISES LIMITED,

1. We have audited the attached Balance Sheet of BRIGADE ENTERPRISES LIMITED, as at 31st March, 2010 and also the Profi t and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These fi nancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these Financial Statements based on our audit.

2. We conducted our audit in accordance with Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Financial Statements. An audit also includes assessing the accounting principles used and signifi cant estimates made by management, as well as evaluating the overall fi nancial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India, in terms of Sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specifi ed in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in Paragraph 3 above, 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 such books.

c) The Balance Sheet and Profi t and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Profi t and Loss Account and Cash Flow Statement dealt with this report, comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the Directors and taken on record by the Board of Directors, we report that none of the Directors of the Company are disqualifi ed as on 31st March, 2010 from being appointed as Directors of the Company under Clause (g) of sub-section (1) of Section 274 of Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the accounts together with the notes thereon give the information required under the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the Accounting Principles generally accepted in India:

i) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2010.

ii) In the case of Profi t and Loss account, of the Profi t for the year ended on that date.

iii) In the case of Cash Flow Statement of the Cash fl ows for the year ended on that date.

for Narayanan, Patil and Ramesh Chartered Accountants

Firm Reg. No. 002395S

Patil Udaya KumarPlace : Bangalore, PartnerDate : May 5, 2010 Membership No: 200/25589


30

Annexure referred to in paragraph 3 of the Auditors’ Report to the members of Brigade Enterprises Limited on the accounts for the year ended 31st March, 2010 .

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of Fixed Assets.

(b) All the fi xed assets have been physically verifi ed by the management during the period and no material discrepancies were noticed on such verifi cation.

(c) During the period, the Company has not disposed off any substantial part of its Fixed Assets that would affect the Going Concern assumption of the Company.

(ii) (a) The Inventory has been physically verifi ed at reasonable intervals during the period by the management. In our opinion, the frequency of verifi cation is reasonable.

(b) The procedures of physical verifi cation 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 inventories. The discrepancies noticed on verifi cation between physical stock and book stock was not material.

(iii) (a)

(b)

According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured from the companies, fi rms and other parties mentioned in the Register maintained under Section 301 of the Companies Act, 1956.

Since the Company has neither granted nor taken any loans, the provisions of Clause(iii) (b), (iii) (c), (iii) (d), (iii) (e), (iii) (f), (iii) (g), of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, with regard to purchase of inventory, fi xed assets and for the sale of goods. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

ANNEXURE TOAUDITORS’ REPORT

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees fi ve lakhs in respect of any party during the period have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) According to the information and explanations given to us, the Company has not accepted deposits from public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA or any other relevant provisions of the Act and the rules framed there under, are not applicable to the Company.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records and hence the provision of Clause 4(viii) is not applicable.

(ix) (a) According to the information and explanations given to us and the records of the Company examined by us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Employee Provident Fund, Employees State Insurance, Income-Tax, Sales-Tax, Service Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and any other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess were in arrears, as at 31.03.2010 for a period of more than six months from the date they became payable.


31

ANNEXURE TOAUDITORS’ REPORT

(c) According to the information and explanations given to us, the particulars of Income tax, Value Added tax and Service Tax as at 31st March, 2010, which have not been deposited on account of a dispute pending are as under:

Name of the Statute

Nature of Dues Amount (Rs.) Period to which the amount relates

Forum where dispute is pending

Service Tax Service Tax on Import of Services Rs. 96,99,396. For the period from April, 2003 to March, 2008

Customs, Excise, and Service Tax Appellate Tribunal

Income Tax Act Disallowance of Deduction under Section 80IB & levy of interest U/s 234B

Rs. 67,95,983 For Assessment year 2006-07

Commissioner of Income-tax (Appeals)

(x) In our opinion, the Company has no accumulated losses and the Company has not incurred cash losses during the fi nancial period covered by our audit and the immediately preceding fi nancial period.

(xi) In our opinion, and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a fi nancial institution or bank or debenture holders.

(xii) In our opinion, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hence, maintenance of records is not applicable.

(xiii) In our opinion, the Company is not a chit fund or nidhi mutual benefi t fund/society and therefore, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

(xiv) According to the information and explanations provided to us, the Company is not dealing in or trading in shares, securities, debentures and other investments and accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or fi nancial institution and accordingly provisions of clause 4(xv) of the Order are not applicable to the Company.

(xvi) In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that funds raised on short-term basis have not been used for long-term investment.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares during the period to parties and companies covered in the Register maintained under Section 301 of the Act and therefore, the provisions ofClause 4(xviii) of the Order are not applicable to the Company.

(xix) According to the information and explanations given to us, the Company has not issued any debenture and therefore, the provisions of clause 4(xix) of the Order are not applicable to the Company.

(xx) In our opinion, in respect of the monies raised by the Company by way of public issue during the year, the management has disclosed the end use of money raised by public issues as a part of Notes to Accounts and the same has been verifi ed.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the period under review.

for Narayanan, Patil and Ramesh Chartered Accountants

Firm Reg. No. 002395S

Patil Udaya KumarPlace : Bangalore, PartnerDate : May 5 , 2010 Membership No: 200/25589


32

BALANCE SHEETAS AT 31st MARCH, 2010

(Rupees in Lakhs) PARTICULARS Schedule As on

March 31, 2010 As on

March 31, 2009SOURCES OF FUNDSShareholders Funds

Share Capital A 11,225.19 11,225.19 Reserves and Surplus B 91,313.51 88,267.16

102,538.70 99,492.35 Loan Funds

Secured loans C 65,473.82 42,859.79 Total 168,012.52 142,352.14

APPLICATION OF FUNDSFixed Assets D

Gross Block 20,821.71 16,449.75 Less : Depreciation 5,587.33 4,043.98 Net Block 15,234.38 12,405.77

Capital Work-in-Progress 89,816.45 67,116.17 105,050.83 79,521.94

Investments E 1,466.65 3,478.32 Deferred Tax Asset F 128.10 151.84 Current Assets, Loans & Advances

Interest Accrued but not Due 4.28 3.08 Inventories G 50,953.26 47,825.74 Sundry Debtors H 434.60 600.19 Cash and Bank balances I 3,066.89 3,602.34 Loans and Advances J 36,077.91 36,741.47

90,536.94 88,772.82 Less : Current Liabilities & Provisions

Current liabilities K 28,340.84 28,585.55 Provisions L 2,448.89 3,416.81

30,789.73 32,002.36 Net Current Assets 59,747.21 56,770.46 Miscellaneous Expenditure (to the extent not Written Off or Adjusted)

M 1,619.73 2,429.59

Total 168,012.52 142,352.14

Notes to Accounts forms an integral part of the Financial Statements.As per our report of even dateFor Narayanan, Patil & Ramesh for Brigade Enterprises LimitedChartered AccountantsFirm Reg. No. 002395S

Patil Udaya Kumar M. R. Jaishankar M. R. Shivram Partner Chairman & Managing Director Director Membership No. 200/25589

Place: Bangalore Shama Sunder R. J. P. Om Prakash Date: May 5, 2010 General Manager - Finance Company Secretary


33

PROFIT AND LOSS ACCOUNTFOR THE YEAR ENDED 31st MARCH, 2010




(Rupees in Lakhs) PARTICULARS Schedule Year ended

March 31, 2010 Year ended

March 31, 2009IncomeContract and Other receipts N 36,259.08 39,435.72 Increase / (Decrease) in closing stock of units 177.01 72.71

36,436.09 39,508.43

ExpenditureProject and Direct Expenses O 23,930.54 27,377.25 Personnel Expenses P 1,611.59 1,765.97 Administrative and Selling Expenses Q 2,771.73 1,772.24 Interest and Financial Charges R 887.49 587.84 Depreciation D 1,791.03 1,338.90 Miscellaneous Expenses Written Off M 809.86 809.86

31,802.24 33,652.06

Profi t Before Tax 4,633.85 5,856.37 Provision for taxation - Current Taxes (754.43) (1,707.00)Provision for taxation - Fringe Benefi t Tax – (23.95)Provision for taxation - Wealth Tax – (2.76)Provision for taxation - Deferred Taxes (23.75) 0.26 MAT entitlement for AY 2010-11 739.54 –

Profi t After Tax 4,595.21 4,122.92 Add: Prior year (Expenses) / Income 96.77 2,920.73 Add: Excess / (Short) Provision for Income Tax (58.02) 1,869.05 Less: Diminution in Value of Investments 11.66 607.40

Profi t for the year available for Appropriation 4,622.30 8,305.30

Appropriations Towards Proposed Dividends 1,347.02 1,347.02 Towards Tax on Proposed Dividend 228.93 228.93 Profi t Transferred to General Reserve 115.56 207.63 Balance Transferred to Balance Sheet 2,930.79 6,521.72 Earnings per Share - Basic and Diluted (in Rupees) 4.12 3.13

Nominal value of Shares 10.00 10.00


34

CASH FLOW STATEMENTFOR THE YEAR ENDED 31st MARCH, 2010

(Rupees in Lakhs) Particulars Year ended

March 31, 2010Year ended

March 31, 2009

Cash Flow from Operating Activities:

Net Profi t before Tax 4,633.85 5,856.38

Adjustments for:

Depreciation including Obsolescence & Amortisation 1,791.03 1,338.90

Loss / (Profi t) on sale of Assets (Net) (87.29) 10.11

Dividend Received (242.26) (1,155.53)

(Loss) / Profi t on sale of Investments (Net) – (33.86)

Provision for MAT Credit FY 2009-10 739.54 –

Prior year income / (expenses) 96.77 2,920.68

Interest Income (183.67) (142.49)

Bad Debts 0.13 39.90

Amortisation of Miscellaneous Expenses 809.86 809.86

Interest paid 7,112.76 4,455.95

Operating Profi t before Working Capital changes 14,670.72 14,099.90

Adjustments for:

Decrease / (Increase) in Sundry Debtors 165.58 (103.39)

Decrease / (Increase) in Inventories (3,127.50) (18,263.85)

Decrease / (Increase) in Loans and Advances 893.66 (156.58)

Interest Accrued but not due (1.20) (1.18)

Income taxes paid (2,021.85) (1,512.59)

Increase / (Decrease) in Current Liabilities (229.36) (2,932.04)

Net Cash Flow (used in) / from Operating Activities 10,350.04 (8,869.73)

Cash Flows from Investing Activities:

Purchase of Fixed Assets (27,690.32) (32,289.33)

Sale proceeds of Fixed Assets 453.56 19.64

Long-term Investments (Net) – (1,931.29)

Investments realised 2,000.00 38,367.12

Interest received 183.67 142.49

Dividend received 242.26 1,155.53

Income from Capital gains – 33.86

Net Cash Flow (used in) / from Investing Activities (24,810.83) 5,498.02


35

CASH FLOW STATEMENTFOR THE YEAR ENDED 31st MARCH, 2010


March 31, 2010Year ended

March 31, 2009

Cash Flows from Financing Activities:

Interest payment (7,112.76) (4,455.95)

Dividend paid (1,347.02) (2,245.04)

Dividend Tax paid (228.93) (381.54)

IPO Expenses – (250.36)

Increase / (Decrease) in Secured Loans 22,614.03 13,110.74

Net Cash Flow (used in) / from Financing Activities 13,925.32 5,777.85

Net increase in cash and cash equivalents (535.45) 2,406.14

Cash and Cash equivalents at the beginning of period 3,602.34 1,196.20

Cash and Cash equivalents at the end of period 3,066.89 3,602.34

As per our report of even dateFor Narayanan, Patil & Ramesh for Brigade Enterprises LimitedChartered AccountantsFirm Reg. No. 002395S




36

SCHEDULES FORMING PART OF BALANCE SHEETAS ON 31st MARCH, 2010

(Rupees in Lakhs) Particulars As on


March 31, 2009

SCHEDULE A - SHARE CAPITAL

Authorised

15,00,00,000 Equity Shares of Rs.10/- each 15,000.00 15,000.00

Issued , Subscribed and Paid Up

11,22,51,940 Equity Shares of Rs. 10/- each 11,225.19 11,225.19

Total 11,225.19 11,225.19

SCHEDULE B - RESERVES & SURPLUS

Securities Premium Account

Opening Balance 68,571.78 68,571.78

Closing Balance (A) 68,571.78 68,571.78

General Reserve


Add : Transfers during the year from Profi t and Loss Account 115.56 207.63

Closing balance (B) 4,844.19 4,728.63

Profi t and Loss Account


Add : Balance transferred from Profi t and Loss Account 2,930.79 6,521.72

Closing balance (C) 17,897.54 14,966.75

Total (A) + (B) + (C) 91,313.51 88,267.16

SCHEDULE C - SECURED LOANS

(Refer Notes to Accounts for Security Offered)

Loans and Advances from Banks 65,297.66 42,414.59

Interest accrued and due 176.16 445.20

(Term Loans repayable within 1 year is Rs. 9,433.79 lakhs)

Total 65,473.82 42,859.79


37


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38




March 31, 2009SCHEDULE E - INVESTMENTS Long-Term InvestmentsA. Investment in Government Securities National Savings Certifi cate 12.32 12.32 B. Unquoted Shares 5,000 Shares of Diagnostic Research (P) Ltd. 0.50 0.50 Face value of Rs.10/- each 3,80,000 Shares of AEC Infotech Pvt. Ltd. 38.00 38.00 Face value of Rs.10/- each (1,90,000 Right Shares Issued) 3,70,000 shares of Tandem Allied Services Pvt. Ltd 7.40 7.40 Face value of Rs.10/- each (1,85,000 Bonus Share Issue) 58.22 58.22C. Investments in Subsidiary Companies 1,00,00,000 Shares of Brigade Hospitality Services Ltd. 1,000.00 1,000.00 of Face Value Rs.10/- each 50,000 shares of Brigade Properties (P) Ltd. 5.00 5.00 of Face Value of Rs. 10/- each 50,000 shares of Brigade Infrastructure & Power (P) Ltd. 5.00 5.00 of Face Value of Rs. 10/- each 50,000 shares of Brigade Estates & Projects (P) Ltd. 5.00 5.00 of Face Value of Rs. 10/- each 1,00,200 Shares of Brigade Tetrarch (P) Ltd. 38.35 38.35 of Face Value Rs.10/- each Less : Diminution in value of investment in Brigade Hospitality Services Ltd. 602.21 602.21 Less : Diminution in value of investment in Brigade Tetrarch (P) Ltd. 38.35 31.04 Less : Diminution in value of investment in Brigade Properties (P) Ltd. 0.62 – Less : Diminution in value of investment in Brigade Infrastructure & Power (P) Ltd. 3.03 – Less : Diminution in value of investment in Brigade Estates & Projects (P) Ltd. 0.71 – D. Investments In Joint Venture Company 1,00,00,000 Shares of BCV Developers (P) Ltd. of 1,000.00 1,000.00 Face Value Rs.10/- each Total Long Term Investments 1,466.65 1,478.32 Current InvestmentsE. Balance of Unutilised Monies raised through Initial Public Offer Invested in Mutual funds HDFCFMP90D - Wholesale Plan Dividend - 2,00,00,000 Units – 2,000.00 Opening balance of 2,00,00,000 units of HDFC 370 Days FMP Wholesale Plan Growth have been redeemed/sold during the year Total Current Investments – 2,000.00 Total Long Term and Current Investments 1,466.65 3,478.32


39


(Rupees in Lakhs)

Particulars As onMarch 31, 2010

As onMarch 31, 2009

SCHEDULE F - DEFERRED TAX ASSET

Fixed Assets 74.89 93.79

Expenses disallowed 53.21 58.05

Total 128.10 151.84

SCHEDULE G - INVENTORIES

Stock of Materials at Sites / with Sub-Contractors (At lower of Cost or Net Realisable Value)

-As Certifi ed by Management 4,151.07 4,278.40

Transferable Development Rights 541.13 541.13

Land Held for Development 24,351.32 25,332.82

Work in Progress (At lower of Cost or Net Realisable Value)

- As Certifi ed by Management 20,867.37 16,808.05

Closing stock of unsold units (At lower of Cost or Net Realisable Value) 1,042.37 865.34

Total 50,953.26 47,825.74

SCHEDULE H - SUNDRY DEBTORS

(Unsecured, Considered Good)

-Outstanding for more than 6 months :

Debts Due by Entity wherein Director is Interested 6.07 7.82

Others (Considered Good) 44.52 208.03

Considered Doubtful 49.76 40.79

-Outstanding for Less than 6 months :

Other debts, Considered Good 384.01 384.34

484.36 640.98

Less : Provision for doubtful debts 49.76 40.79

Total 434.60 600.19

SCHEDULE I - CASH AND BANK BALANCES

Cash & Cheques in hand 6.37 39.05

Bank Balances with Scheduled Banks

- in Current Accounts 330.73 396.24

- in Deposit Accounts 2,729.79 3,167.05

Total 3,066.89 3,602.34


40


(Rupees in Lakhs)

Particulars As onMarch 31, 2010

As onMarch 31, 2009

SCHEDULE J - LOANS AND ADVANCES (Unsecured, Considered good)

Advances recoverable in cash, kind or value to be received:

Subsidiary Companies 201.28 985.23

Joint Venture 11,236.33 11,221.70

Property Advance 7,358.26 9,018.18

Refundable Deposit on Joint Development 4,068.74 3,598.98

Contractors / Suppliers 2,448.89 2,777.84

Others 4,918.31 3,380.15

Advance Tax / TDS 4,478.97 4,248.85

Other Deposits 1,367.13 1,510.54

Total 36,077.91 36,741.47

SCHEDULE K - CURRENT LIABILITIES

Advances Received from Clients 12,453.91 14,651.60

Sundry Creditors:

Due to Directors 65.58 24.71

Micro , Small & Medium Scale Enterprises [Note (i) below] 22.24 60.90

Contractors, Suppliers and Others 15,799.11 13,848.34

Note (i): Information provided by the Company

Total 28,340.84 28,585.55

SCHEDULE L - PROVISIONS

Provision for Income Tax 754.43 1,707.00

Provision for Wealth Tax 2.76 2.76

Provision for Leave Encashment & Gratuity 115.75 131.10

Dividend Payable 1,347.02 1,347.02

Tax on Dividend 228.93 228.93

Total 2,448.89 3,416.81

SCHEDULE M - MISCELLANEOUS EXPENDITURE(to the Extent not Written Off or Adjusted)

IPO Expenses 2,389.99 2,936.29

Add : Preliminary Expense 39.60 52.80

Add : Additions During the Year – 250.36

2,429.59 3,239.45

Less : 1/5th Amortised 809.86 809.86

Balance Carried Forward to Balance Sheet 1,619.73 2,429.59


41

SCHEDULES FORMING PART OF PROFIT AND LOSS ACCOUNTFOR THE YEAR ENDED 31st MARCH, 2010



March 31, 2009SCHEDULE N - CONTRACT & OTHER RECEIPTSContract Receipts 32,468.75 35,174.44 Dividend from Investments 242.26 1,155.53 Capital gains from Investments – 33.86 Interest received 183.67 142.49 Miscellaneous Income 219.68 156.73 Rent and Management Fees Received 3,057.43 2,782.78 Profi t/(Loss) - Sale of Asset 87.29 (10.11)Total 36,259.08 39,435.72 SCHEDULE O - PROJECT AND DIRECT EXPENSESConstruction materials

Cement 373.56 1,313.01 Granite / Marble (Flooring Material) 1,778.03 2,060.16 Hardware Items 546.44 232.37 Door & PVC Windows 5.33 29.42 Steel 2,569.83 8,022.56

5,273.19 11,657.52 Land and construction expenses

Construction Expenses 28,348.76 31,296.12 Architect and Consultancy Fees 643.09 1,076.06 Electrical Work and Power charges 6,087.27 5,149.04 Interiors - projects 1,788.86 1,562.23 Miscellaneous Expenses Construction 1,460.26 887.06 Land cost - Project 1,394.05 (142.89)Land cost - Capital 769.72 2,462.90 Rates & Taxes - Projects 852.36 636.45

Other direct expensesInterest - Projects 6,546.67 3,999.19 Selling and Administrative Expenses - Projects 1,209.50 1,755.24

Personnel Expenses - Projects 978.89 753.90 Total of Construction Material and Expenses 55,352.62 61,092.82 Increase / Decrease in Stock and WIPOpening StockOpening Work-in-Progress - Projects 16,808.05 14,939.71 Opening Work-in-Progress - Capital 67,116.17 40,435.41 Less: Cost of Projects Sold / Transferred 4,662.47 5,166.47

79,261.75 50,208.65 Closing StockClosing Work-in-Progress - Projects 20,867.37 16,808.05 Closing Work-in-Progress - Capital 89,816.46 67,116.17

1,10,683.83 83,924.22 (Increase) / Decrease in value (31,422.08) (33,715.57)Total 23,930.54 27,377.25


42

SCHEDULES FORMING PART OF PROFIT AND LOSS ACCOUNTFOR THE YEAR ENDED 31st MARCH, 2010



March 31, 2009SCHEDULE P - PERSONNEL EXPENSESSalaries and Wages 2,361.73 2,018.05 Training and Recruitment 23.50 43.41 Staff Welfare 100.50 88.02 Contributions to Funds 104.75 370.39 Less : Transferred to Project Expenses Schedule - O 978.89 753.90 Total 1,611.59 1,765.97

SCHEDULE Q - ADMINISTRATIVE AND SELLING EXPENSESAdvertisement and Sales Promotion 641.22 814.99 Business Development - KPL 176.32 – Agency Commission 266.69 510.95 Bad Debts 9.11 39.90 Communication Expenses 79.96 93.01 Directors Sitting Fee 5.44 5.30 Discount 59.87 10.13 Donation 156.68 64.21 Miscellaneous Expenses 72.77 71.08 Insurance 73.00 60.75 Legal, Professional and consultancy charges 491.16 502.74 Power / Fuel Charges 33.62 33.06 Printing and Stationery 59.75 84.57 Rates and Taxes 431.48 41.31 Rent Paid 942.86 827.77 Repairs and Maintenance 154.35 79.01 Security Charges 204.64 126.02 Customer-Pre EMI Payment 17.27 36.70 Travelling and Conveyance Expenses 105.04 125.98 Less : Transferred to Project Expenses Schedule - O 1,209.50 1,755.24 Total of Administrative & Selling Expenses 2,771.73 1,772.24

SCHEDULE R - INTEREST AND FINANCIAL CHARGESBank Charges 321.40 131.27 Interest on Bank Loans and Others 7,112.76 4,455.76 Less : Transferred to project Expenses Schedule - O 6,546.67 3,999.19 Total of Interest and Financial Charges 887.49 587.84


43

SCHEDULES FOR NOTES TO ACCOUNTSFOR THE YEAR ENDED 31st MARCH, 20101. SIGNIFICANT ACCOUNTING POLICIES:

1.1 Basis for Preparation of Financial Statements:

The Financial Statements are prepared under the historical cost convention, on the accrual basis of accounting and in accordance with generally accepted accounting principles in India and comply with the Accounting Standards prescribed by the Companies (Accounting Standards) Rules 2006, to the extent applicable and in accordance with the Provisions of the Companies Act, 1956.

1.2 Use of Estimates:

Preparation of Financial Statements in conformity with Generally Accepted Accounting Principles requires Company Management to make estimates and assumptions that affect reported balance of assets & liabilities and disclosures relating to contingent assets & liabilities as of the date of Financials and reported amounts of income & expenses during the period. Examples of such estimate include Revenues and Profi ts expected to be earned on projects carried on by the Company, contract costs expected to be incurred to completion of project, provision for doubtful debts, income taxes, etc. Actual results could differ from these estimates. Differences, if any, between the actual results and estimates are recognized in the period in which the results are known or materialized.

1.3 Expenditure:

Expenses are accounted on the accrual basis and provisions are made for all known losses and liabilities.

1.4 Valuation of Inventories & Construction Work-in-Progress:

a) Valuation of Inventories, representing stock of materials at project site/with contractors, has been done after providing for obsolescence, if any, at lower of Cost or Net Realizable Value.

b) The value of construction work-in-progress during the period is determined as follows:

� The aggregate of opening work-in-progress, cost of construction, and construction overheads incurred during the year as reduced by cost of completed contract transferred to income.

� The value of completed projects intended for immediate sale is considered as an inventory and value of completed projects/units intended to be retained/leased is considered as fi xed asset.

� Land held for development, Work-in-Progress, Transferable Development Rights, and Closing Stock of unsold units is valued at Cost or Net Realizable Value whichever is lower.

1.5 Cash Flow Statement:

Cash Flows are reported using the indirect method, whereby profi t before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash fl ows from regular revenue generating; fi nancing and investing activities of the Company are segregated.

1.6 Events occurring after the date of Balance Sheet:

Material events occurring after the date of Balance Sheet are taken into cognizance.

1.7 Depreciation:

Depreciation in respect of fi xed assets, is provided adopting Written Down Value Method at the rates provided under Schedule XIV to the Companies Act, 1956, except,

� On assets held for the purpose of sale, no depreciation is charged.

� On the following assets leased out, depreciation is charged on Straight Line Method over the period of the lease as shown below.

Project Name Building Furniture, Fixture and Interiors

Offi ce Equipment and Plant and Machinery

Brigade Manae Court

25 Years 5 Years 5 Years

Augusta Club 25 Years 5 Years 5 YearsBrigade MLR Convention Centre


Woodrose Club 25 Years 5 Years 5 YearsHomestead – 2 25 Years 5 Years 5 YearsHomestead – 3 25 Years 5 Years 5 YearsBrigade Plaza 25 Years 5 Years Not

ApplicableBrigade South Parade

14 Years 5 Years Not Applicable

Brigade Tech Park B-Block4th & 5th Floor

Not Applicable

5 Years 5 Years

Hulkul Brigade Centre 1st Floor

Not Applicable

3 Years 3 Years

Hulkul Brigade Centre 3rd Floor

Not Applicable

4 Years 4 Years

Depreciation charged on a pro-rata basis for assets purchased/ put to use /sold during the year. Individual


44

assets costing less than Rs.5,000/- is charged off in the year of purchase.

1.8 Revenue Recognition:

� Income from operations is determined and recognized, based on the percentage of completion method, as the aggregate of the profi ts earned on the projects completed/under completion and the value of construction work done during the period.

Profi t so recognized in respect of individual projects is adjusted to ensure that it does not exceed the estimated overall profi t margin. Loss on projects, if any, is fully provided for.

Stage of completion of projects in progress is determined on the basis of the proportion of the contract costs incurred, in respect of individual projects for work performed up to the period of the fi nancial statements, bear to the estimated total project cost. Income recognized as contract revenue during the period is based on the lower of stage of completion as determined above and percentage of actual amount received on sale (pursuant to agreements entered into by the Company) of the estimated contract value of these projects. Project revenues on new projects are recognised when the stage of completion of each project reaches a signifi cant level, which is estimated to be at least 25%.

The estimates for sale value and contract costs are reviewed by Management periodically and the cumulative effect of the changes in these estimates, if any, are recognised in the period in which these changes may be reliably measured.

� Interest income is recognised on time basis and is determined by the amount outstanding and rate applicable.

� Dividend income is recognised as and when right to receive payment is established.

� Rental income/lease rentals are recognised on accrual basis in accordance with the terms of agreement.

� Differential income arising on account of any charges collected including Deposits and the related expenses incurred are recognized in the year of handing over of the fl ats to the customers.

1.9 Fixed Assets:

Fixed assets are stated at cost of acquisition including directly attributable costs for bringing the asset into use, less accumulated depreciation. Capital Work-

SCHEDULES FOR NOTES TO ACCOUNTFOR THE YEAR ENDED 31st MARCH, 2010

in-Progress comprises the cost of fi xed assets under construction and not yet ready for their intended use.

1.10 Foreign Currency Transaction:

Foreign currency transactions are restated at the rates ruling at the time of receipt/payment and all exchange losses/gains arising therefrom are adjusted to the respective accounts. All monetary items denominated in foreign currency are converted at the rates prevailing on the date of the Financial Statement.

1.11 Investments:

Investments are classifi ed as Current Investments and Long-Term Investments. Long Term Investments are carried at the cost, unless there is a permanent diminution in value of the investments and Current Investments are carried at the lower of cost or market value.

1.12 Employee Benefi ts:

a) Short-Term Employee Benefi ts:

The employee benefi ts payable only within 12 months of rendering the services are classifi ed as Short-Term Employee Benefi ts. Benefi ts such as salaries, leave travel allowance, short-term compensated absences, etc., and the expected cost of bonus are recognized in the period in which the employee renders the related services.

b) Post Employment Benefi ts:

i) Defi ned Contribution Plans:

The Company has contributed to state governed Provident Fund Scheme, Employee State Insurance Scheme, and Employee Pension Scheme which are Defi ned Contribution Plans. Contribution paid or payable under the Schemes is recognized during the period in which employee renders the related service.

ii) Defi ned Benefi t Plans:

The Employees’ Gratuity is a Defi ned Benefi t Plan. The present value of the obligation under such plan is determined based on the actuarial valuation using the projected unit credit method which recognizes each period of service as giving rise to an additional unit of employee benefi t entitlement and measures each unit separately to build up the fi nancial obligation. The Company has an Employee Gratuity Fund managed by Life Insurance Corporation of India (LIC). Actuarial gains or losses are charged to Profi t and Loss Account.


45

SCHEDULES FOR NOTES TO ACCOUNTSFOR THE YEAR ENDED 31st MARCH, 2010 Liability in respect of leave encashment is

provided for on actuarial basis using the projected unit credit method same as above.

1.13 Borrowing Costs:

Cost of funds borrowed for acquisition of fi xed assets up to the date the asset is put to use is added to the value of the assets.

1.14 Earnings per Share:

Basic Earnings per Share is computed by dividing net income by the weighted average number of common stock outstanding during the period.

The number of shares used in computing diluted earnings per share comprises the weighted average shares considered for deriving basic earnings per share, and also the weighted average number of equity shares that could have been issued on the conversion of all dilutive potential equity shares. The diluted potential equity shares are adjusted for the proceeds receivable, had the shares been actually issued at fair value (i.e., the average market value of the outstanding shares). Diluted potential equity shares are deemed converted as of the beginning of the period, unless issued at a later date.

1.15 Provision for Taxation:

Deferred Tax is recognized, subject to the consideration of prudence, in respect of deferred tax assets or liabilities, on timing differences, being the difference between taxable incomes and accounting incomes that originate in one period, and are reversible in one or more subsequent periods.

The provision for taxation is made on Taxes Payable Method after considering the effect of deduction under Section 80IB of the Income Tax Act, 1961.

1.16 Impairment of Assets:

At the end of each year, the Company determines whether a provision should be made for impairment loss on fi xed assets by considering the indications that an impairment loss may have occurred in accordance with Accounting Standard-28 “Impairment of Assets” issued by the Institute of Chartered Accountants of India, where the recoverable amount of any fi xed asset is lower than its carrying amount, a provision for impairment loss on fi xed assets is made for the difference.

1.17 Provisions and Contingent Liabilities:

Provision is recognized when an enterprise has a present obligation as a result of past event and is probable that an outfl ow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are determined based on management

estimates required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to refl ect the current management estimate. Where no reliable estimate can be made, a disclosure is made as contingent liability. A disclosure for a contingent liability is also made when there is possible obligation or a present obligation that may, but probably will not, require an outfl ow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outfl ow of resources is remote, no provision or disclosure is made.

1.18 Amortization of Miscellaneous Expenditure:

Expenses incurred towards Initial Public Offer and other deferred expenses classifi ed under Miscellaneous Expenditure are written off equally over a period of 5 years.

2. NOTES ON ACCOUNTS (forming an integral part of accounts)

2.1 Share Capital

Issued, Subscribed, and Paid up Capital of 11,22,51,940 (Previous year 11,22,51,940) Equity shares includes:

� 9,11,17,907 (Previous Year 9,11,17,907) Equity Shares of Rs.10/- each allotted as Fully Paid Bonus Shares by capitalization out of reserves.

� 16,22,628 (Previous Year 16,22,628) Equity Shares allotted as fully paid up on amalgamation of the erstwhile Brigade Developers Private Limited with the Company in the year 2001-02. This includes 9,000 Equity Shares allotted in lieu of Bonus Shares issued to the shareholders of the erstwhile Brigade Developers Private Limited.

� 68,400 (Previous Year 68,400) Equity Shares allotted as fully paid up on amalgamation of the erstwhile Brigade Investments Private Limited with the Company in the year 2001-02.

Initial Public Offer by issuing 1,80,45,205 Shares as fully paid up shares of Rs.10/- each at a Premium of Rs.380/- per Share during the year 2007-08.

2.2 Initial Public Offer Proceeds and Its Utilization:

Details of Deployment of IPO Proceeds as on March 31, 2010 are as Follows:

Utilization of Funds Rupees in Lakhs Acquisition of Land 25,508.71Construction & Development of Ongoing Projects

27,974.58

General Corporate Purpose 12,972.21Initial public Offer Expenses 3,920.80Total 70,376.30


46

2.3 Managerial Remuneration: (Rupees in Lakhs)

Particulars2009-10 2008-09

Executive Directors

OtherDirectors

Executive Directors

OtherDirectors

Salary 96.00 NIL 96.00 NIL

Commission Paid / Payable

93.44 30.00 148.44 20.00

Sitting Fees NIL 5.55 NIL 5.30Contribution to Funds 0.19 NIL 0.19 NIL

Total 189.63 35.55 244.63 25.30

Computation of Net profi t in accordance with Section 309(5) read with Section 349 of the Companies Act, 1956 is summarized below:

(Rupees in Lakhs)

Particulars 2009-10 2008-09

Profi t for the year before Taxation as per Profi t and Loss Account

4,633.85 5,856.38

Add: Depreciation 1,791.03 1,338.90Add: Managerial Remuneration to Directors 189.44 244.44

Add: Profi t on Sale of Assets (87.29) 10.11

Total 6,527.03 7,449.83Less: Depreciation under Section 350 1,791.03 1,338.90

Adjusted Net Profi t as per Section 198 of the Companies Act, 1956

4,736.00 6,110.93

Permissible Commission to Executive Directors – 10% 473.60 611.00

Remuneration Paid – Executive Directors – 4% (as determined by the Board of Directors) (Previous Year 10%)

189.44 244.44

Permissible remuneration to Independent Directors – 1% 47.36 61.11

Remuneration Paid / to be paid to Independent Directors 30.00 20.00

2.4 Remuneration paid to Statutory Auditors debited to Profi t & Loss Account:

(Rupees in Lakhs)

Particulars 2009-10 2008-09

Audit Fees 15.24 12.19

Tax Audit Fees 5.05 3.03

Other services 4.70 1.88

Total 24.99 17.10


The above includes the applicable service tax on the fees.

2.5 Secured Loans from:

2.5.1 Corporation Bank:

a) Loan of Rs.3,142.33 Lakhs (31.03.2009: Rs.3,413.30 Lakhs) is secured by exclusive charge on land and building of the Hospital at Brigade Gateway Project, Subramanyanagar, Malleshwaram West, Bangalore.

b) Loan of Rs.10,999.76 Lakhs (31.03.2009: Rs.7,946.90 Lakhs) is secured by fi rst charge on pari-passu basis with Indian Bank on land, building and Multi Level Car Parking of the Brigade Gateway Northstar and Multi Level Car Parking Complex, Subramanyanagar, Malleshwaram West, Bangalore.

c) Overdraft loan of Rs.1,555.90 Lakhs as against the facility of Rs.2,000 Lakhs (31.03.2009: Rs.1,907.68 Lakhs) is secured by equitable mortgage of portions owned by the Company in Brigade Seshmahal, Bangalore, and equitable mortgage of Hulkul Brigade Centre, Bangalore, owned by directorMr. M.R. Jaishankar and his family members.

d) Loan of Rs.8,500.27 Lakhs (31.03.2009: Nil) is secured by EMG/fi rst charge on the residential buildings, viz., B Block (Altair at Brigade Gateway) and J, K, L Blocks at Brigade Metropolis, Bangalore.

e) Loan on Fixed Deposit is secured by Fixed Deposits held with the Corporation Bank amounting to Rs.300.00 Lakhs.

Above loans have been further secured by the personal guarantee of directors Mr. M.R. Jaishankar andMr. M.R. Shivram.

2.5.2 Indian Bank:

Loan of Rs.6,127.27 Lakhs (31.03.2009: Rs.4,687.39 Lakhs) is secured by fi rst charge on pari-passu basis with Corporation Bank on land, building and Multi Level Car Parking of the Brigade Gateway Northstar and Multi Level Car Parking Complex, Subramanyanagar, Malleshwaram West, Bangalore.

2.5.3 State Bank of India:

Loan of Rs.12,623.15 Lakhs (31.03.2009: Rs.6,924.40 Lakhs) is secured by fi rst charge on pari-passu basis with State Bank of Mysore and State Bank of Patiala on land and buildings of the Sheraton Hotel and Orion Mall Projects at the Brigade Gateway, Subramanyanagar, Malleshwaram West, Bangalore and the personal guarantee of directors Mr. M.R. Jaishankar andMr. M.R. Shivram.


47

SCHEDULES FOR NOTES TO ACCOUNTSFOR THE YEAR ENDED 31st MARCH, 20102.5.4 State Bank of Mysore:

Loan of Rs.4,043.18 Lakhs (31.03.2009: Rs.2,123.30 Lakhs) is secured by fi rst charge on pari-passu basis with State Bank of India and State Bank of Patiala on land and buildings of the Sheraton Hotel and Orion Mall Projects at the Brigade Gateway, Subramanyanagar, Malleshwaram West, Bangalore.

2.5.5 State Bank of Patiala:

Loan of Rs.4,043.23 Lakhs (31.03.2009: Rs.2,124.90 Lakhs) is secured by fi rst charge on pari passu basis with State Bank of Mysore and State Bank of India on land and buildings of the Sheraton Hotel and Orion Mall Projects at the Brigade Gateway, Subramanyanagar, Malleshwaram West, Bangalore.

2.5.6 Bank of Maharashtra:

Loan of Rs.4,934.58 (31.03.2009: Rs.2,075.50 Lakhs) is secured by equitable mortgage of land and building of the Brigade Petunia Project at Banashankari 2nd Stage, Industrial Layout, Bangalore, and the personal guarantee of directors Mr. M.R. Jaishankar andMr. M.R. Shivram.

2.5.7 ICICI Bank Ltd.:

Loan of Rs.704.14 Lakhs (31.03.2009: Rs.805.00 Lakhs) is secured by exclusive mortgage on land and building of the Homestead-2 at Jayanagar, Bangalore, and the personal guarantee of Mr. M.R. Jaishankar and Mr. M.R. Shivram.

2.5.8 Bank of Baroda:

a) Loan of Rs.3,000 Lakhs (31.03.2009: Rs.1,500.48 Lakhs) is secured by equitable mortgage of land and building of the Brigade International School @ Whitefi eld, Dyavasandra Industrial Area Phase I, K.R. Puram Hobli, Bangalore.

b) Loan of Rs.5,000 Lakhs (31.03.2009: Nil) is secured by exclusive fi rst charge of portions owned by the Company at Summit 1 & 2 and the adjoining 7-level MLCP building including car parking space at Brigade Metropolis, Mahadevapura, K.R. Puram Hobli, Bangalore.

2.5.9 Bank of India:

Loan of Rs.500 Lakhs (31.03.2009: NIL) is secured by Equitable Mortgage of land and building of the Brigade International School @ Brigade Gateway Subramanyanagar, Malleshwaram West, Bangalore.

2.6 Disclosure pursuant to Accounting Standard 7 (Revised):

(Rupees in Lakhs)

Particulars 2009-10 2008-09Contract Revenue recognized as Revenue in the year

32,468.75 35,174.44

Aggregate amount of contract cost incurred upto the Reporting Date

1,10,031.51 85,505.24

Recognized Profi ts (less: Recognized Losses) upto the Reporting Date

43,145.52 34,783.48

Advances Received from Customers

12,453.91 14,651.60

2.7 Warranty Costs: The Company has not recognized warranty cost

relating to sale of unit/property, since such costs, if any, are covered by a corresponding warranty from the Company’s contractors/vendors. This cost, if any, is recognized as and when incurred by the Company.

2.8 Gratuity Plan:

The following table spells out the status of the gratuity plan as required under AS -15 (revised).

(Rupees in Lakhs)

ParticularsAs at

March 31,2010

As atMarch 31,

2009Obligations at the beginning of the year 84.30 61.80

Service Cost 20.80 17.70Interest Cost 6.70 4.90Benefi ts Settled (1.60) (1.40)Actuarial (Gain) / Loss (1.20) 1.20Obligations at the end of the year 109.00 84.30

Change in Plan AssetsPlan Assets at the beginning of the year, at Fair Value 31.90 30.50

Expected return on plan assets 9.30 2.70

Contributions 78.10 NilBenefi ts Settled (1.60) (1.40)Actuarial Gain / (Loss) Nil NilPlan Assets at the end of the year, at Fair Value 118.00 31.90


48

ParticularsAs at

March 31,2010

As atMarch 31,

2009Reconciliation of Present Value of the Obligation and the Fair Value of the Planned AssetsFair Value of Plan Assets at the end of the year 109.00 31.90

Present Value of the defi ned benefi t obligation at the end of the year

118.00 (84.30)

Asset / (Liability) recognized in the balance sheet

(9.00) (52.40)

Gratuity Cost for the yearService Cost 20.80 17.70Interest Cost 6.70 4.90Expected return on plan assets 9.30 (2.70)

Actuarial (Gain) / Loss (1.20) 1.20Net Gratuity Cost 17.10 21.10AssumptionsInterest rate 7.50% 7.50%Expected rate of return on plan assets 7.50% 7.50%


ParticularsAs at

March 31,2010

As atMarch 31,

2009Expected rate of salary increase 7.00% 7.00%

Attrition rate 9.00% 9.00%Retirement age 58 Years 58 Years

2.9 Segmental Reporting:

The Company’s operations predominantly relate to construction and development, real estate development, and related activities of leasing/rental of units/properties. Accordingly, real estate development represents a single primary segment in the fi nancials of the Company and the geographical location of the projects represents the secondary segment of reporting.

During the current year, the fi nancials of the Company represent a single primary segment (real estate development). With respect to secondary segment, the Company has its projects in India, which makes it a single segment. Hence, providing of segmental information is not applicable to the Company for the current fi nancial year.

2.10 Related Party Disclosures:

Related party disclosures, as required by AS-18, “Related Party Disclosures” are given below:

2.10.1 Relationships:

Holding Companies Nil

Subsidiary Companies

Brigade Hospitality Services Ltd. (formerly known as Brigade Hospitality Services Pvt. Ltd.)Brigade Tetrarch Pvt. Ltd.Brigade Estates and Projects Pvt. Ltd.Brigade Properties Pvt. Ltd.Brigade Infrastructure & Power Pvt. Ltd.

Associated Companies & Joint VentureAEC Infotech Pvt. Ltd.Tandem Allied Services Pvt. Ltd.BCV Developers Pvt. Ltd.

Other related parties where common control exists

Mysore Holdings Pvt. Ltd.Brigade FoundationMr. M.R. Jaishankar (HUF)

Key Managerial Personnel (KMP)Mr. M.R. Jaishankar, Chairman and Managing DirectorMs. Githa Shankar, Executive Director

Relatives of Key Managerial PersonnelMs. Nirupa Shankar (Daughter of KMP)Ms. Pavitra Shankar (Daughter of KMP)Mr. M.R. Shivram (Relative of KMP)


49

SCHEDULES FOR NOTES TO ACCOUNTSFOR THE YEAR ENDED 31st MARCH, 20102.10.2 The following transactions were carried out with the related parties in the ordinary course of business. Details with respect to remuneration paid to the Directors are mentioned elsewhere in the Notes. (Rupees in Lakhs)

Party Managerial Remuneration

Sale of material/ fi nished goods/

services & Reimbursements

Purchase of material/ fi nished goods/

services/ Other

expenses

Investment in shares

during the year

Outstanding receivables/

(payables), as at 31.03.2010

Key Managerial Personnel 189.44 – 19.29 – 7.08Relatives of Key Managerial Personnel

– 269.68 83.19 – 105.43

Brigade Hospitality Services Ltd. – 457.95 92.58 – (67.76)Brigade Estates Projects Pvt. Ltd. – – – – 0.03Brigade Properties Pvt. Ltd. – – – – 0.56Brigade Infrastructure & Power Pvt. Ltd. – 0.09 – – 16.36Brigade Millennium Welfare Trust – 0.09 – – 232.63Tandem Allied Services Pvt. Ltd. – – 214.63 – (94.85)AEC Infotech Pvt. Ltd. – – 65.71 – 4.25Brigade Foundation – 600.00 – – 6.07Brigade Tetrarch Pvt. Ltd. – 0.02 50.94 – 87.69BCV Developers Pvt. Ltd. – 16.26 – – 11,236.33

2.11 Assets under Operating Lease:

2.11.1 The Company has given certain Assets on Operating Lease. Details of assets given under Operating Lease are as under:

(Rupees in Lakhs)

Sl.# Asset Description Gross Valueas on 31.03.2010

Depreciation01.04.2009 to

31.03.2010

TotalDepreciation

as on 31.03.2010

Impairment

1 Land 965.24 – – NIL2 Building 11,103.65 (509.10) (1,588.24) NIL3 Interior and Furniture 4,192.57 (706.99) (1,723.19) NIL4 Offi ce Equipment & Plant and

Machinery2,019.50 (276.83) (848.30) NIL

2.11.2 The Company has given on non-cancelable operating lease certain assets, the future minimum lease receivables in respect of which, as at March 31, 2010 are as follows:

(Rupees in Lakhs)

Minimum Lease Receivable 2009-10 2008-09Receivable not later than 1 year 222.46 453.69Receivable later than 1 year and not later than 5 years 413.74 518.72Receivable later than 5 years – –

2.11.3 The Company has taken various residential/commercial premises on cancelable operating leases. These agreements are normally renewed on expiry.


50

2.11.4 The Company has taken, on non-cancelable operating lease, certain assets (lands), the future minimum lease payments in respect of which, as at March 31, 2010 are as follows:

(Rupees in Lakhs)

Minimum Lease Payables 2009-10 2008-09Payable not later than 1 year 126.38 122.50Payable later than 1 year and not later than 5 years 566.91 543.60

Payable later than 5 years 3,166.56 3,283.60

There are no exceptional / restrictive covenants in the lease agreements.

2.11.5 Contingent rent recognized in the Profi t and Loss Account is Rs. Nil.


ParticularsEarnings per Share

2009-10 2008-09Equity Share of face value Rs. 10/- each

Net Profi t ***(Amount used as numerator)(Rupees in Lakhs)

4,622.30 3,515.52

Number of shares used in computing Earnings per Share(Number used as denominator)

11,22,51,940 11,22,51,940

Basic & Diluted(in Rupees) 4.12 3.13

***(Rupees in Lakhs)

Particulars 2009-10 2008-09Net Profi t after tax 4,595.21 4,122.92Less: Adjustments (27.09) (607.40)Net Profi t considered for Earnings Per Share 4,622.30 3,515.52

2.13 Deferred Taxation:

During the year, the Company has accounted for Rs.23.75 Lakhs (Previous Year Rs.0.26 Lakhs towards Deferred Tax Liability) towards Deferred Tax Asset and the same has been credited to Profi t and Loss Account of the Current Year.

2.14 Joint Ventures

(a) BCV Developers Private Limited (“BCV”) In July 2008, the Company and certain Landowners

SCHEDULES FOR NOTES TO ACCOUNTSFOR THE YEAR ENDED 31st MARCH, 2010

formed a Joint Venture Company called BCV Developers Private Limited (“BCV”) in Bangalore. BCV envisages the development of an Integrated Township Project in Devanahalli, Bangalore. As at March 31, 2010, the Company and the Landowners each hold 50% of the equity in BCV.

The Company’s proportionate share in assets, liabilities, income and expense of the Joint Venture is detailed below.

(Rupees in Lakhs)

ParticularsBCV Developers Pvt. Ltd.

2009-10 2008-09Assets 14,856.55 14,835.32 Liabilities 14,856.55 14,835.32 Contingent Assets NIL NIL Contingent Liabilities NIL NIL Capital Commitments NIL NIL Income 21.42 25.20 Expenses 6.94 4.70 Tax 3.81 5.35

2.15 As per the information available with the Company, the principal amount payable to Micro, Small, and Medium Enterprises falling under the provisions of Micro, Small, and Medium Enterprises Development Act, 2006,Rs. 22.24 Lakhs.

2.16 Balances of Debtors and Creditors and Loans and Advances are subject to confi rmation.

2.17 Prior Period income of Rs. 96.77 Lakhs is accounted in the books.

During the year the Company has made a political contributiuon of Rs. 20,00,000 (Previous Year Nil) to Bharatiya Janata Party.

2.18 A sum of Rs. NIL (Previous Year Rs. 40.44 Lakhs), being borrowing cost incurred by the Company in respect of Assets/Projects, was capitalized during the year. A sum of Rs.5,137.08 Lakhs (Previous Year Rs.2,764.85 Lakhs), being borrowing cost incurred by the Company in respect of Assets/Projects under Construction is carried forward as Capital Work-in-progress.

2.19 Quantitative Details:

The Company is engaged in the business of real estate and property development. Such activity cannot be expressed in any generic unit. Hence, it is not possible to give the quantitative details of sales and the information as required under paragraphs 3, 4C, and 4D of part II of Schedule VI of the Companies Act, 1956.


51

SCHEDULES FOR NOTES TO ACCOUNTSFOR THE YEAR ENDED 31st MARCH, 20102.20 Contingent Liabilities:

Capital Commitments and Contingent liabilities on account of:

(Rupees in Lakhs)

Particulars 2009 -10 2008-09

Capital Commitments not provided in the books 54,123.17 79,676.43

Towards Letter of Credits and Bank Guarantees 3,637.20 2,353.92

Claims from government departments not acknowledged as debts

164.95 6,988.65

Claims from government departments not acknowledged as debts but paid under protest and under appeal

1,305.76 0.00

2.21 The Foreign Exchange Infl ow and Outfl ow:


(Rupees in Lakhs)

Particulars 2009-10 2008-09Infl ow:Advance for Sale of Units, Lease deposits & Rentals

226.57 601.09

Outfl ow: i) Professional chargesii) Consultation Feesiii) Others

218.73101.77

1,100.32

197.42–

2,377.58

CIF Value of imports during the year ended March 31, 2010, is Rs.1,064.96 Lakhs.

2.22 Previous Year Amounts:

The fi gures of the previous year have been regrouped, reclassifi ed and restated wherever necessary.

For Narayanan, Patil & Ramesh for Brigade Enterprises LimitedChartered AccountantsFirm Reg. No. 002395S




52

I. REGISTRATION DETAILS

Registration No. State Code (Refer Code List)

Balance Sheet Date

Date Month Year

II. CAPITAL RAISED DURING THE YEAR (AMOUNT IN RUPEES THOUSANDS)

Pubilc Issue Rights Issue

Bonus Issue Private Placement

III. POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (AMOUNT IN RUPEES THOUSANDS)

Total Liabilities Total Assets

SOURCES OF FUNDS

Paid-up Capital Reserves and Surplus

Secured Loans Unsecured Loans

APPLICATION OF FUNDS

Net Fixed Assets Investments (including CWIP)

Net Current Assets Miscellaneous Expenditure

Accumulated Losses Deffered Tax Asset

IV. PERFORMANCE OF THE COMPANY (AMOUNT IN RUPEES THOUSANDS)

Turnover Total Expenditure

Profi t/Loss Before Tax Profi t/Loss After Tax

(Please tick appropriate box + for Profi t - for Loss)

Earnings Per Share Dividend Rate(%)

V. GENERIC NAMES OF THREE PRINCIPAL PRODUCTS / SERVICES OF THE COMPANY (As per monetary terms)

Item Code No. (ITC Code) Product Description

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

1 9 1 2 6 O F 1 9 9 5 0 8

3 1 0 3 1 0

N I L

N I L

N I L

N I L

1 6 8 0 1 2 5 2 . 0 8 1 6 8 0 1 2 5 2 . 0 8

1 1 2 2 5 1 9 . 4 0 9 1 3 1 3 5 1 . 3 2

6 5 4 7 3 8 1 . 3 6 N I L

1 0 5 0 5 0 8 4 . 4 3 1 4 6 6 6 5 . 2 8

5 9 7 4 7 1 9 . 5 6 1 6 1 9 7 2 . 8 4

N I L 1 2 8 0 9 . 9 7

3 6 4 3 6 0 9 . 5 1 3 1 8 0 2 2 4 . 6 9

4 6 3 3 8 4 . 8 2 4 5 9 5 2 0 . 7 1

4 . 1 2 1 2 %

+ -

N A C O N S T R U C T I O N

A C T I V I T Y

+ -





53

STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956, RELATINGTO COMPANY’S INTEREST IN SUBSIDIARY COMPANY / JOINT VENTURE COMPANY

STATEMENT RELATING TO SUBSIDIARIES PURSUANT TO EXEMPTION RECEIVED UNDERSECTION 212(8) OF THE COMPANIES ACT, 1956 FROM MINISTRY OF CORPORATE AFFAIRS

Sl.No.

Name of Subsidiary Company BrigadeHospitality

Services Ltd.

BrigadeTetrarchPvt. Ltd.

BrigadeEstates & ProjectsPvt. Ltd.

BrigadeProperties

Pvt Ltd.

BrigadeInfrastructure

& PowerPvt Ltd.

BCV Developers

Pvt Ltd.

1. The fi nancial period of the Subsidiary Company ended on 31st March, 2010

31st March, 2010

31st March, 2010

31st March, 2010

31st March, 2010

31st March, 2010

2. Date from which they became Subsidiary Company 1st June, 2004

22nd December,

2005

16th December,

2006

21st May, 2007

24th January, 2009

24th January, 2009

3. a. Number of Shares held by the Holding Company with its nominees in the Subsidiary at the end of the Financial Year of the Subsidiary Company

1,00,00,000 1,00,200 50,000 50,000 50,000 1,00,00,000

b. Extent of interest of Holding Company at the end of the Financial Year of the Subsidiary Company

100% 100% 100% 100% 100% 50%

4. The Net Aggregate amount of the Subsidiary Companies' Profi t / Loss so far as it concerns the members of the Holding Companya. Not dealt with in the Holding Company's Accounts i) For the Financial Year ended 31.03.2010 NIL NIL NIL NIL NIL NILii) For the previous Financial Years of the Subsidiary

Company since they became the Holding Company's Subsidiary

NIL NIL NIL NIL NIL NIL

b. Dealt with in Holding Company's Accounts (Rs. in Lakhs)i) For the Financial Year ended 31.03.2010 75.00 (17.28) (0.26) (0.26) (0.34) 10.65ii) For the previous Financial Years of the Subsidiary

Company since they became the Holding Company's Subsidiary

(261.75) (3.54) (0.32) (0.30) (2.56)

(Rs. in Lakhs)

Sl.No.

Particulars Brigade Hospitality

Services Ltd.

Brigade TetrarchPvt. Ltd.

BrigadeEstates & Projects Pvt. Ltd.

Brigade PropertiesPvt. Ltd.

BrigadeInfrastructure &Power Pvt. Ltd.

BCV Developers Pvt. Ltd.

a Share Capital 1,000.00 10.02 5.00 5.00 5.00 2000

b Reserves 56.24 – – – – 51.39

c Total Assets 5,174.52 10.02 5.00 5.00 5.00 24425.39

d Total Liabilities 5,174.52 10.02 5.00 5.00 5.00 24425.39

e Details of Investment (except investment in Subsidiaries)

0.13 – – – – –

f Turnover 3,275.10 3.58 – – – 42.85

g Profi t Before Taxation 72.95 (20.48) (0.26) (0.26) (0.34) 28.97

h Provision for Taxation – – – – – 7.67

i Profi t After Taxation 75.00 (17.28) (0.26) (0.26) (0.34) 21.30

j Proposed Dividend – – – – – –

Note : 1 There is variation between PBT & PAT where taxes are not applicable is because prior period income / expenses have been adjusted.

2.05 (3.20) – – – –

Note : 2 Provision for Taxation Includes FBT.

Annual accounts of the subsidiary Companies and related detailed information would be made available to the holding company and subsidiary company investors seeking such information at any point of time. Annual Accounts of subsidiary companies would be made available for inspection at the registered offi ce and at the offi ces o f the concerned subsidiary company, by any investor.


54

CONSOLIDATED FINANCIALSTATEMENTS


55

AUDITORS’ REPORT ON CONSOLIDATED FINANCIAL STATEMENTSTo the Board of Directors on the Consolidated Financial Statements of BRIGADE ENTERPRISES LIMITED and its subsidiaries and joint venture:

1. We have examined the attached consolidated balance sheet of Brigade Enterprises Limited and its subsidiaries and Joint Venture (together referred to as ‘the Group’ as described in Note.1) as at 31st March, 2010 and the Consolidated Profi t and Loss Account and Consolidated Cash Flow Statement for the year ended, prepared in accordance with accounting principles generally accepted in India.

2. These fi nancial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on these fi nancial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards in India. These standards require that we plan and perform the audit to obtain reasonable assurance whether the fi nancial statement are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Financial Statements. An audit also includes assessing the accounting principles used and signifi cant estimates made by management, as well as evaluating the overall fi nancial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. We did not audit the fi nancial statements of certain of the subsidiary companies and of the Joint Venture included herein, whose fi nancial statements refl ect total assets and total liabilities of Rs. 24,940.40/- Lakhs as at 31st March 2010 and the total revenue of Rs. 3,231.64/- Lakhs and total expenditure of Rs. 3,129.72/- Lakhs and cash outfl ows, net amounting to Rs. 81.36/- Lakhs as on the year ended on that date. These fi nancial statements and other fi nancial information have been audited by other auditors whose report has been furnished to us, and our opinion is based solely on the report of other auditors.

We report that the consolidated fi nancial statements have been prepared by the Company in accordance

with the requirements of Accounting Standard (AS) 21. ‘Consolidated Financial Statements’, (AS) 23, ‘Accounting for Investments in Associates in Consolidated Financial Statements’ and (AS) 27, ‘Financial Reporting of Interests in Joint Ventures’ notifi ed by the Companies (Accounting Standard) Rules, 2006 issued by the Institute of Chartered Accountants of India and on the basis of separate fi nancial statements of Brigade Enterprises Limited and its subsidiaries and joint venture included in the Financial Statements.

4. We report that, on the basis of the best of our information and according to the explanation given to us, and based on our audit and on consideration of the reports, as available, of the other auditors on separate fi nancial statements and on the other fi nancial information of the subsidiaries and joint venture, we are of the opinion that the said consolidated fi nancial statements, read together with the signifi cant accounting policies and notes appearing thereon, subject to point numbers 4.5 and 4.12 of the said notes, give a true and fair view in conformity with the accounting principles generally accepted in India:

a. In case of the consolidated Balance Sheet, of the state of affairs of the Brigade Group as atMarch 31, 2010;

b. In case of the consolidated Profi t and Loss Account, of the consolidated results of operations of the Brigade Group for the year ended on that date; and

c. In case of the consolidated Cash Flow Statement, of the consolidated cash fl ows of the Brigade Group for the year ended on that date.

for Narayanan, Patil & RameshChartered AccountantsFirm Reg. No. 002395S

Patil Udaya KumarPlace : Bangalore PartnerDate: May 5, 2010 Membership No. 200/25589


56

CONSOLIDATED BALANCE SHEET AS AT 31st MARCH, 2010

(Rupees in Lakhs)Particulars Schedule As on

March 31, 2010As on

March 31, 2009SOURCES OF FUNDSShareholders Funds

Share Capital A 11,225.19 11,225.19 Reserves and Surplus B 91,663.93 88,484.47

102,889.12 99,709.66 Loan Funds

Secured loans C 65,473.81 42,859.79 Unsecured Loans D 11,187.00 11,187.00

Total 179,549.93 153,756.45 APPLICATION OF FUNDSFixed Assets E

Gross Block 23,583.29 18,653.64 Less: Depreciation 6,190.29 4,511.08 Net Block 17,393.00 14,142.56 Capital Work-in-Progress 91,093.21 67,744.85

108,486.21 81,887.41 Investments F 278.26 2,224.25 Deferred Tax Asset G 128.10 151.86 Current Assets, Loans & Advances

Inventories H 62,956.38 60,398.41 Sundry debtors I 808.47 453.88 Cash and bank balances J 4,031.40 4,434.64 Loans and advances K 39,152.12 40,060.55

106,948.36 105,347.48 Less : Current Liabilities & Provisions

Current liabilities L 33,143.95 35,114.11 Provisions M 5,086.95 3,435.16

38,230.89 38,549.27 Net Current Assets 68,717.47 66,798.21 Miscellaneous Expenditure (to the extent not Written Off or Adjusted)

N 1,939.86 2,694.71

Total 179,549.90 153,756.45





57

CONSOLIDATED PROFIT AND LOSS ACCOUNTFOR THE YEAR ENDED 31st MARCH, 2010

(Rupees in Lakhs) Particulars Schedule As on


March 31, 2009Income

Contract & Other receipts O 39,136.36 40,864.96 Increase/(Decrease) in closing stock of units 177.01 72.71

Total 39,313.37 40,937.67 Expenditure

Project Expenses P 25,136.85 27,997.12 Personnel Expenses Q 2,355.59 2,147.72 Administrative and Selling Expenses R 3,349.55 2,591.99 Interest & Financial Charges S 902.55 312.32 Depreciation E 2,058.73 1,511.76 Miscellaneous Expenses Written Off N 810.15 810.15

Total 34,613.44 35,371.06 Profi t Before Tax 4,699.93 5,566.61 Provision for taxation - Current taxes (755.48) (1,712.19)Provision for taxation - Wealth tax (2.76) (2.77)Fringe Benefi t tax paid – (29.65)Provision for taxation - Deferred taxes (23.76) 0.28 Provision for MAT Provision for Current Year 739.53 – Profi t After Tax 4,657.46 3,822.29 Add: Prior year (expenses)/income 52.79 2,968.07 Less: Excess/Short Provision for Income Tax (58.02) 1,869.05 Gratuity Excess Provision Reversed 49.23 – Add/(Less) : Share in Profi t/(Loss) of Associates 40.21 18.70 Profi t for the year available for Appropriation 4,741.66 8,678.11Appropriations Towards Proposed / Interim dividends 1,347.02 1,347.03 Towards Tax on proposed / Interim dividend 228.93 228.94 Profi t Transferred to General Reserve 111.29 235.74 Balance Transferred to Profi t & Loss account 3,054.42 6,866.40

4,741.66 8,678.11Earnings per share - Basic & Diluted (in Rupees) 4.22 3.42

Nominal Value of Shares 10.00 10.00





58

CONSOLIDATED CASH FLOW STATEMENTFOR THE YEAR ENDED 31st MARCH, 2010



March 31, 2009

Cash Flows from Operating activities

Net Profi t before taxation 4,699.93 5,566.60

Adjustments for:

Depreciation including Obsolescence & Amortisation 2,058.70 1,511.86

Profi t on sale of Assets (88.09) 13.67

Dividend Income (242.26) (1,162.15)

Diminution in value of investments (11.66) –

Loss / (Profi t) on sale of Investments (Net) 86.30 (33.86)

Prior year income / (expenses) 102.01 2,968.01

Interest Income (163.25) (187.51)

Sundry Debtors Written Off 0.13 40.26

Membership Fees Amortised (91.78) –

Deferred Revenue expenses (4.00) –

Preliminary expenses incurred/written off 810.15 816.55

Interest paid 7,112.76 4,456.17

Operating Profi t before working Capital changes 14,269.01 13,989.60

Decrease / (Increase) in Sundry Debtors (118.51) (336.74)

Decrease / (Increase) in Inventories (3,220.76) (30,163.82)

Decrease / (Increase) in Loans & Advances 2,801.92 (4,214.71)

Interest Accrued but not Due (1.20) –

Income taxes paid (1,960.84) (1,594.27)

Increase / (Decrease) in Current Liabilities (1,141.64) 2,137.03

Net Cash Flow from Operating Activities 10,627.97 (20,182.91)

Cash Flows from Investing Activities

Purchase of Fixed Assets (including Capital WIP) (28,493.69) (33,518.50)

Sale proceeds of Fixed Assets 498.17 65.26

Long term Investments 1.66 (1,931.29)

Investments realised 2,000.00 38,367.12

Interest received 163.25 187.51

Dividend received 242.26 1,162.15

Income From Capital gains – 33.86

Decrease / (Increase) in Deferred Revenue expenses (51.30) (69.40)

Net Cash fl ow from Investing Activities (25,639.64) 4,296.71


59

CONSOLIDATED CASH FLOW STATEMENTFOR THE YEAR ENDED 31st MARCH, 2010



March 31, 2009

Cash fl ows from Financing Activities

Interest payment (7,112.76) (4,456.17)

Dividend paid (1,347.02) (2,245.04)

Dividend Tax Paid (228.93) (381.54)

Increase in Share Capital / Share Application 10.00 1,012.00

IPO Expenses – (250.36)

Increase / (Decrease) in secured loans 22,614.02 13,110.74

Increase / (Decrease) in Unsecured loans 83.53 11,187.00

Proceeds from New Membership 589.58 458.31

Net Cash from Financing Activities 14,608.42 18,434.94

Net increase in cash and cash equivalents (403.25) 2,548.74

Cash and Cash equivalents at the beginning of period 4,434.64 1,885.90

Cash and Cash equivalents at the end of period 4,301.40 4,434.64

As per our report of even dateFor Narayanan, Patil & Ramesh for Brigade Enterprises LimitedChartered AccountantsFirm Reg. No. 002395S




60

CONSOLIDATED SCHEDULES FORMING PART OF THE BALANCE SHEETAS ON 31st MARCH, 2010



March 31, 2009 SCHEDULE A - SHARE CAPITALAuthorised 16,560.00 15,000.00 16,56,00,000 (Previous Year 15,00,00,000 ) Equity Shares of Rs. 10/- eachIssued , Subscribed & Paid Up11,22,51,940 (Previous Year 11,22,51,940) Equity Shares of Rs. 10/- each 11,225.19 11,225.19 Total 11,225.19 11,225.19

SCHEDULE B - RESERVES & SURPLUS Securities Premium AccountOpening Balance 68,574.49 68,571.80 Allotment of 1,80,45,205 Equity Shares through Initial Public OfferClosing Balance (A) 68,574.49 68,571.80 General ReserveOpening balance 4,770.85 4,532.60 Add: Transfers during the year from Profi t and Loss Account 111.29 235.74 Closing balance (B) 4,882.15 4,768.34 Profi t & Loss AccountOpening balance 14,550.62 8,277.92 Add: Profi t for the year 3,042.80 6,866.40 Add: Dimunition in Value of Investments, recognised in Brigade Enterprises Ltd.

613.87 –

Closing balance (C) 18,207.29 15,144.32 Total (A)+(B) +(C) 91,663.93 88,484.46

SCHEDULE C - SECURED LOANS(Refer Notes to Accounts for Security Offered)Loans and Advances from Banks 65,297.66 42,414.60 Interest accrued and Due 176.16 445.21 (Term Loans repayable within 1 year is Rs.15,058 lakhs) Total 65,473.81 42,859.79 SCHEDULE D - UNSECURED LOANSFrom Companies & Directors 11,187.00 11,187.00 Total 11,187.00 11,187.00


61


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62




March 31, 2009 SCHEDULE F - INVESTMENTS Long Term InvestmentsA. Investment in Government Securities National Savings Certifi cate 12.45 12.45 B. Unquoted Shares 5,000 Shares of Diagnostic Research (P) Ltd. face value of Rs.10/- each 0.50 0.50 Mantri Housing Ltd. - 100 shares S I Property Developers Ltd. - 100 shares 3,80,000 Shares of AEC Infotech Pvt. Ltd. Face value of 38.00 38.00 Rs.10/- each (1,90,000 Right Shares Issued) 1,85,000 shares of Tandem Allied Services Pvt. Ltd. Face value of Rs.10/- each 7.40 7.40 Add / (Less): Accumulated Share in Profi t/(Loss) 179.71 147.21 of Associate Companies at the beginning of the year Add / (Less): Change in the share of networth persuant to profi t / (loss) for the year 40.21 18.70 C. Quoted Shares (at lower of cost or market value) in :

Nuchem India Ltd. - 6000 shares – 0.43 (Market value as on 31.03.09 is Rs. 5.65 per share) (Book Value as on 31.03.09 is Rs. 7.14 per Share) Ansal Housing Co. Ltd. - 100 shares – 0.02 (Market value as on 31.03.09 is Rs. 32.45 per share) (Book Value as on 31.03.09 is Rs. 24.25 per Share) Ansal Build Well Ltd. - 100 shares – 0.02 (Market value as on 31.03.09 is Rs. 21.25 per share) (Book Value as on 31.03.09 is Rs.23 per Share) Ansal Properties Ltd. - 100 shares – 0.09 (Market value as on 31.03.09 is Rs. 32.55 per share) (Book Value as on 31.03.09 is Rs. 92 per Share) Unitech Ltd. - 200 shares – 0.10 (Market value as on 31.03.09 is Rs. 40.65 per share) (Book Value as on 31.03.09 is Rs. 51 per Share) Vijayshanti Builders Ltd. - 100 shares – 0.03 (Market value as on 31.03.09 is Rs.17.95 per share) (Book Value as on 31.03.09 is Rs. 31 per Share) Less: Diminution in Value of Investments in Quoted Shares – (0.70)

Total Long Term Investments 278.26 224.25

Current InvestmentsD. Balance of Unutilised Monies raised through Initial Public Offer Invested in Mutual funds HDFCFMP90D - Wholesale Plan Dividend – 2,000.00 Total Current Investments – 2,000.00 Total Long Term and Current Investments 278.26 2,224.25


63




March 31, 2009 SCHEDULE G - DEFERRED TAX ASSETFixed Assets 74.89 93.81 Expenses disallowed 53.21 58.05 Total 128.10 151.86

SCHEDULE H - INVENTORIES(At lower of Cost or Net Realisable Value)Stock of Materials at sites

– As Certifi ed by Management 4,151.07 4,367.77 Transferable Development Rights 541.13 541.13 Land Held for Development 24,351.32 25,735.16 Work-in-Progress

– As Certifi ed by Management 32,870.49 28,889.00 Closing stock of unsold units 1,042.37 865.35 Total 62,956.38 60,398.41

SCHEDULE I - SUNDRY DEBTORS(Unsecured, Considered Good)Outstanding for more than 6 months :

Debts Considered Good for which the Company holds no SecurityOther than the Debtors Personal Security

11.22 7.86

Debts Due by Firm wherein Director is Interested 6.07 7.82 Others (Considered Good) 68.28 107.90 Considered Doubtful 51.70 42.72

Outstanding for Less than 6 months :Other debts, Considered Good 722.89 330.30

860.16 496.60Less: Provision for doubtful debts 51.70 42.72 Total 808.47 453.88

SCHEDULE J - CASH & BANK BALANCESCash & Cheques in hand 16.66 48.15 Bank Balances with Scheduled Banks

- in Current Accounts 682.70 456.63 - in Deposit Accounts 3,332.04 3,929.86

Total 4,031.40 4,434.64


64




March 31, 2009 SCHEDULE K - LOANS AND ADVANCES(Unsecured, considered good)Advances recoverable in cash, kind or value to be received :

Subsidiary Companies / Holding Companies 86.64 – Joint Venture 11,236.33 11,221.70 Refundable Deposits on Joint Venture 7,358.26 9,018.18 Property Advance 4,068.74 3,598.98 Contractors / Suppliers 2,448.89 2,777.84 Others 7,854.49 6,404.15

Advance Tax / TDS 4,633.25 4,465.26 Deposits 1,465.52 2,574.45 Total 39,152.12 40,060.55

SCHEDULE L - CURRENT LIABILITIESAdvances Received from Clients 12,453.91 14,651.60 Sundry Creditors:

Subsidiary / Holding Companies 24.67 – Current Account with Directors 68.38 24.71 Micro, Small & Medium Scale Industries [Note (i) below] 22.24 60.90 Contractors, Suppliers & Others 20,574.75 20,376.90

Note (i): Information provided by the CompanyTotal 33,143.95 35,114,11

SCHEDULE M - PROVISIONSProvision for Income Tax 765.22 1,714.96 Provision for Frienge Benefi t Tax 0.05 0.20 Provision for Future Liabilty 2,600.00 – Provision for Leave Encashment & Gratuity 145.73 144.05 Provision for Wealth Tax – –Dividend Payable 1,347.02 1,347.02 Tax on Dividend 228.93 228.93 Total 5,086.95 3,435.16

SCHEDULE N - MISCELLANEOUS EXPENDITURE(to the extent not written off)Initial Public Offer Expenses 2,389.99 2,936.29 Deferred Revenue Expenses 336.79 253.32 Others 23.23 65.09 Add : Additions During the Year – 250.36

2,750.01 3,505.06 Less : 1/5th Amortised 810.15 810.35 Balance Carried Forward to Balance Sheet 1,939.86 2,694.71


65

CONSOLIDATED SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31st MARCH, 2010



March 31, 2009 SCHEDULE O - CONTRACT & OTHER RECEIPTSContract & Other receipts 32,468.75 34,979.18Dividend from Investments 242.26 1,162.15 Capital gains from Investments - 33.86 Interest received 233.32 187.51 Miscellaneous Income 415.31 410.64Rent Received 2,758.26 2,646.83 Hospitality Income 3,016.69 1,458.47 Profi t / (Loss) on Sale of Properties / Asset 1.78 (13.67)Total 39,136.36 40,864.96

SCHEDULE P - PROJECT AND DIRECT EXPENSESCONSTRUCTION MATERIALS

Cement 428.88 1,313.01 Granite / Marble (Flooring Material) 1,778.03 2,060.16 Hardware Items 546.44 232.37 Door & PVC Windows 5.33 29.42 Steel 2,607.24 8,022.56

5,365.93 11,657.52 LAND AND CONSTRUCTION EXPENSES

Construction Expenses 28,390.66 31,296.12 Architect & Consultancy Fees 643.09 1,076.06 Electrical Work and Power charges 6,087.27 5,149.04 Interiors - projects 1,788.86 1,562.23 Miscellaneous Expenses Construction 1,460.26 413.65 Land cost - Projects 1,394.05 (142.89)Land cost - Capital 769.72 2,060.56 Rates & Taxes - projects 852.35 636.45

OTHER DIRECT EXPENSESInterest - Projects 6,546.67 4,288.52 Selling & Administrative Expenses - Projects 1,209.50 1,755.24 Personnel Expenses - Projects 1,002.20 753.90 Direct Agricultural Expenses 4.60 –

Total of Construction Material and Expenses 55,515.16 60,506.40Increase / Decrease in Stock and WIPOpening StockOpening Work-in-Progress – Projects 16,808.05 14,939.71 Opening Work-in-Progress – Capital 67,116.17 40,435.41

83,924.22 55,375.12 Less: Cost of Projects capitalised 4,662.47 5,166.47 Total 79,261.76 50,208.65

Closing StockClosing Work-in-Progress – Projects 20,867.37 17,068.40 Closing Work-in-Progress – Capital 89,816.46 66,453.49 Total 1,10,683.83 83,521.89

(Increase) / Decrease in value (31,422.07) (33,313.24)Hospitality ExpensesOperating 591.84 545.21


66

CONSOLIDATED SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31st MARCH, 2010



March 31, 2009 Materials consumed 451.93 258.76 Total 25,136.85 27,997.12

SCHEDULE Q - PERSONNEL EXPENSESSalaries & Wages 3,012.40 2,349.13 Training & Recruitment 19.96 45.74 Staff Welfare 152.55 113.22 Contributions to funds 149.57 393.54 Less : Transferred to project Expenses Schedule - O 978.89 753.90 Total 2,355.59 2,147.72

SCHEDULE R - ADMINISTRATIVE AND SELLING EXPENSESAdvertisement & Sales Promotion 793.81 867.25 Business Development - KPL 176.32 – Agency Commission 266.69 986.41 Bad Debts 14.08 41.12 Communication Expenses 146.49 120.72 Directors Sitting Fee 6.14 6.30 Discount 59.87 10.13 Donation 157.49 65.50 Miscellaneous Expenses 107.29 126.96 Insurance 88.12 69.87 Legal, Professional & Consultancy charges 536.59 539.97 Power / Fuel Charges 33.62 33.06 Printing & Stationery 83.75 97.72 Rates & Taxes 500.59 90.83 Rent Paid 951.48 878.13 Repairs & Maintenance 282.73 103.08 Security Charges 204.64 126.02 Customer-Pre EMI (Payment) 17.27 36.70 Travelling & Conveyance Expenses 124.62 141.28 Amortisation Deferred Revenue Expenditure 7.43 6.18 Less : Transferred to project Expenses Schedule - O 1,209.50 1,755.24 Total 3,349.55 2,591.99

SCHEDULE S - INTEREST AND FINANCIAL CHARGESBank Charges 336.47 144.67 Interest paid 7,112.76 4,456.17 Less : Transferred to project Expenses Schedule - O 6,546.67 4,288.52 Total 902.55 312.32


67

SCHEDULES FOR NOTES TO ACCOUNTS FOR THE CONSOLIDATED FINANCIALSFOR THE YEAR ENDED 31st MARCH, 20101. BACKGROUND:

Brigade Enterprises Limited (referred to as “BEL”, “Parent” or “the Company”) was incorporated in 1995. The Company is carrying on the business of real estate development. BEL has following subsidiary / associates as on March 31, 2010:

� Tandem Allied Services Private Limited (referred to as “Tandem”), a company incorporated in India, is an associate company wherein 37.00% of its share are held by the Company and is carrying on the business of Realty, Property Management Services and related fi nancial services.

� AEC Infotech Private Limited (referred to as “AEC”), a company incorporated in India, is an associate company wherein 24.74% of its share are held by the Company and is carrying on the business of Software and Project Engineering Products and Services.

� Brigade Hospitality Services Limited (referred to as “BHSL”), a company incorporated in India, is a 100% subsidiary of the Company and is carrying on the business of running and managing clubs, service apartments, and convention centres.

� Brigade Estates and Projects Private Limited (referred to as “Brigade Estates”), a company incorporated in India, is a 100% subsidiary of the Company and is carrying on the business of real estate development.

� Brigade Tetrarch Private Limited (formally known as Tetrarch Holding Private Ltd referred to as “Tetrarch”), a company incorporated in India, is a 100% subsidiary of the Company and is carrying on the business of in the fi eld of sports related activities.

� Brigade Properties Private Limited (referred to as “Brigade Properties”), a company incorporated in India, is a 100% subsidiary of the Company and is carrying on the business of real estate development.

� Brigade Infrastructure and Power Private Limited (referred to as “Brigade infrastructure”), a company incorporated in India, is a 100% subsidiary of the Company and is carrying on the business of real estate development.

� BCV Developers Private Limited (referred to as “BCV”), a company incorporated in India is a Joint Venture wherein the company owns 50% of its shares and is carrying on the business of real estate development.

The Company together with its subsidiaries and associates are hereinafter referred to as “Brigade Group”.

2. PRINCIPLES OF CONSOLIDATION:

The Consolidated Financial Statements of the Group have been prepared in accordance with Accounting Standard (AS 21) on “Consolidated Financial Statements”, issued by the Institute of Chartered Accountants of India (ICAI).

Consolidated Financial Statements normally include Consolidated Balance Sheet, Consolidated Statement of Profi t and Loss, and Notes, other statements and explanatory material that form an integral part thereof. “Consolidated Cash Flow Statement” is presented in case the Parent presents its own Cash Flow Statement. The Consolidated Financial Statements are presented, to the extent possible, in the same format as that adopted by the parent for its separate fi nancial statements.

The Consolidated Financial Statements include the fi nancial statements of the Company and all its subsidiaries which are more than 50 per cent owned or controlled as at March 31, 2010. Investments in entities that were not more than 50 per cent owned or controlled as at March 31, 2010 have been accounted for in accordance with the provisions of Accounting Standard 13 “Accounting for Investments”, or Accounting Standard 23 “Accounting for Associates” or Accounting Standard 27 “Accounting for Joint Venture”, as applicable which are prescribed by the Companies (Accounting Standard) Rules 2006.

The Financial Statements of the Parent Company, BHSL, Tetrarch, Brigade Estates, Brigade Properties and Brigade Infrastructure and BCV - have been combined on a line-by-line basis by adding the book values of like items of assets, liabilities, income and expenses after eliminating intra-group balances / transactions and resulting unrealised profi ts in full. The amounts shown in respect of reserves comprise the amount of the relevant reserves as per the balance sheet of the parent company and its share in the post-acquisition increase in the relevant reserves of the entities consolidated. Investments in associate companies have been accounted for, by using equity method whereby investment is initially recorded at cost and the carrying amount is adjusted thereafter for post acquisition change in the Company’s share of net assets of the associate.

Minority interest, if any, represents the amount of equity attributable to minority shareholders at the date on which investment in a subsidiary is made and its share of movements in the equity since that date. Any excess consideration received from minority shareholders of subsidiaries over the amount of equity attributable to the minority on the date of investment is refl ected under Reserves and Surplus.


68

SCHEDULES FOR NOTES TO ACCOUNTS FOR THE CONSOLIDATED FINANCIALSFOR THE YEAR ENDED 31st MARCH, 20103. SIGNIFICANT ACCOUNTING POLICIES:

3.1 Basis for Preparation of Financial Statements:

The Financial Statements are prepared under the historical cost convention, in accordance with generally accepted accounting principles and the provisions of the Companies Act, 1956, as adopted consistently by the company. All income and expenditure having a material impact / bearing on the fi nancial statements are recognized on the accrual basis.

3.2 Use of Estimates:

Preparation of fi nancial statements in conformity with Generally Accepted Accounting Principles requires company management to make estimates and assumptions that affect reported balance of assets & liabilities and disclosures relating to contingent assets & liabilities as of the date of Financials and reported amounts of income & expenses during the period. Examples of such estimate include Revenues and Profi ts expected to be earned on projects carried on by the company, contract costs expected to be incurred to completion of project, provision for doubtful debts, income taxes, etc. Actual results could differ from these estimates. Differences, if any, between the actual results and estimates are recognized in the period in which the results are known or materialized.

3.3 Expenditure:

Expenses are accounted on the accrual basis and provisions are made for all known losses and liabilities.

3.4 Valuation of Inventories & Construction Work-in-Progress:

a. Valuation of Inventories, representing stock of materials at project site, has been done after providing for obsolescence, if any, at lower of Cost or Net Realizable Value.

Inventories of BHSL are valued at cost determined on weighted average basis or net realizable value whichever is lower. Expenses on soft furnishing, linen, cutlery and crockery are amortized over 24 months.

b. The value of Construction Work-in-Progress during the period is determined as follows:

� The aggregate of opening stock, opening work in progress, cost of construction and construction overheads incurred during the year as reduced by cost of completed contract transferred to income and closing stock of materials, if any.

� The value of completed projects intended for immediate sale is considered as an inventory and value of completed projects/units intended to be retained/leased is considered as fi xed asset.

� Land held for development, Work in progress, Transferable Development Rights, and Closing Stock of unsold units is valued at Cost or Net Realizable Value whichever is lower.

3.5. Cash Flow Statement:

Cash fl ows are reported using the indirect method, whereby profi t before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash fl ows from regular revenue generating; fi nancing and investing activities of the company are segregated.

3.6. Events occurring after the date of Balance Sheet:

Material events occurring after the date of Balance Sheet are taken into cognizance.

3.7. Depreciation:

Depreciation in respect of fi xed assets, is provided adopting Written Down Value Method at the rates provided under Schedule XIV to the Companies Act, 1956, except:

� On assets held for the purpose of sale, no depreciation is charged.

� On assets leased out, depreciation is charged on Straight Line Method over the period of the lease as shown below.

Project Name Building Furniture, Fixture and Interiors

Offi ce Equipment and Plant and Machinery

Brigade Manae Court 25 Years 5 Years 5 Years

Augusta Club 25 Years 5 Years 5 Years

Brigade MLR Convention Centre


Woodrose Club 25 Years 5 Years 5 Years

Homestead – 2 25 Years 5 Years 5 Years

Homestead – 3 25 Years 5 Years 5 Years

Brigade Plaza 25 Years 5 Years Not Applicable

Brigade South Parade 14 Years 5 Years Not Applicable

Brigade Tech ParkB - Block4th & 5th Floor

Not Applicable

5 Years 5 Years

Brigade Hulkul Centre 1st fl oor

Not Applicable

3 Years 3 Years

Brigade Hulkul Centre 3rd fl oor

Not Applicable

4 Years 4 Years


69

Depreciation is charged on a pro-rata basis for assets purchased/sold during the year. Individual assets costing less than Rs.5,000/- is charged off in the year of purchase.

In case of BHSL, Depreciation is provided on assets purchased upto 31st March, 2005 on the written down value method at the rates specifi ed in schedule XIV to the Companies Act, 1956 and depreciation is provided on the straight-line method applying the rates which are more than the corresponding rates specifi ed in schedule XIV to the Companies Act, 1956.

Nature of Asset Rate of DepreciationPlant and Machinery 9.50%Electric & Electronic Equipments

9.50%

Offi ce & Other Equipments 9.50%Motor Vehicles 20.00%Computers & Software 33.33%Furniture & Fittings 12.00%Lease Hold Improvementsa. Borewellb. Others

Over a period of 10 YearsOver the period of 36 Months

3.8. Revenue Recognition:

� Income from operations is determined and recognized, based on the percentage of completion method, as the aggregate of the profi ts earned on the projects completed/under completion and the value of construction work done during the period.

Profi t so recognized in respect of individual projects is adjusted to ensure that it does not exceed the estimated overall profi t margin. Loss on projects, if any, is fully provided for.

Stage of completion of projects in progress is determined on the basis of the proportion of the contract costs incurred, in respect of individual projects for work performed up to the period of the fi nancial statements, bear to the estimated total project cost. Income recognized as contract revenue during the period is based on the lower of stage of completion as determined above and percentage of actual amount received on sale (pursuant to agreements entered into by the company) of the estimated contract value of these projects. Project revenues on new projects are recognised when the stage of completion of each project reaches a signifi cant level, which is estimated to be at least 25%.

SCHEDULES FOR NOTES TO ACCOUNTS FOR THE CONSOLIDATED FINANCIALSFOR THE YEAR ENDED 31st MARCH, 2010

The estimates for sale value and contract costs are reviewed by management periodically and the cumulative effect of the changes in these estimates, if any, are recognised in the period in which these changes may be reliably measured.

� Interest income is recognised on time basis and is determined by the amount outstanding and rate applicable.

� Dividend income is recognised as and when right to receive payment is established.

� Rental income / lease rentals are recognised on accrual basis in accordance with the terms of agreement.

� Differential income arising on account of any charges collected including Deposits and the related expenses incurred are recognized in the year of handing over of the fl ats to the customers.

In case of Brigade Hospitality Services Limited Revenue from room rent and facilities are recognized on usage basis.

Subscription received for membership of club(s) is recognized as income on a straight line basis by amortizing the amount received from the year of admission up to the period of expiry of the relevant membership. The balance unamortized amount received as well as membership fees received for clubs which are not operational has been shown as a liability under the head ‘Deferred Income’. Commission incurred for procurement of members is amortised and recognised as expense over the same period as the corresponding income. Subscription charges for facility usage have been accounted on monthly basis for usage of clubs.

3.9 Fixed Assets:

Fixed assets are stated at cost of acquisition including directly attributable costs for bringing the asset into use, less accumulated depreciation. Capital Work in Progress comprises the cost of fi xed assets under construction and not yet ready for their intended use.

3.10 Foreign Currency Transactions:

Foreign currency transactions are restated at the rates ruling at the time of receipt/payment and all exchange losses/gains arising there from are adjusted to the respective accounts. All monetary items denominated in foreign currency are converted at the rates prevailing on the date of the fi nancial statement.


70

SCHEDULES FOR NOTES TO ACCOUNTS FOR THE CONSOLIDATED FINANCIALSFOR THE YEAR ENDED 31st MARCH, 20103.11 Investments:

Investments are classifi ed as Current Investments and Long Term Investments. Long Term Investments are carried at the cost, unless there is a permanent diminution in value of the investments and Current Investments are carried at the lower of cost or market value.

3.12 Employee Benefi ts:

a. Short Term Employee Benefi ts:

The employee benefi ts payable only within 12 months of rendering the services are classifi ed as short term employee benefi ts. Benefi ts such as salaries, leave travel allowance, short term compensated absences, etc., and the expected cost of bonus are recognized in the period in which the employee renders the related services.

b. Post Employment Benefi ts:

i. Defi ned Contribution Plans:

The Company has contributed to state governed provident fund scheme, employee state insurance scheme and employee pension scheme which are defi ned contribution plans. Contribution paid or payable under the schemes is recognized during the period in which employee renders the related service.

ii. Defi ned Benefi t Plans:

The employees’ gratuity is a defi ned benefi t plan. The present value of the obligation under such plan is determined based on the actuarial valuation using the projected unit credit method which recognizes each period of service as giving rise to an additional unit of employee benefi t entitlement and measures each unit separately to build up the fi nancial obligation. The Company has an employee gratuity fund managed by Life Insurance Corporation of India (LIC). Actuarial gains or losses are charged to Profi t and Loss Account.

iii. Liability in respect of leave encashment is provided for on actuarial basis using the projected unit credit method same as above.

3.13 Borrowing Costs:

Cost of funds borrowed for acquisition of fi xed assets up to the date the asset is put to use is added to the value of the assets.


Basic earnings per share is computed by dividing net income by the weighted average number of common stock outstanding during the period.

The number of shares used in computing diluted earnings per share comprises the weighted average shares considered for deriving basic earnings per share, and also the weighted average number of equity shares that could have been issued on the conversion of all dilutive potential equity shares. The diluted potential equity shares are adjusted for the proceeds receivable, had the shares been actually issued at fair value (i.e., the average market value of the outstanding shares). Diluted potential equity shares are deemed converted as of the beginning of the period, unless issued at a later date.

3.15 Provision for Taxation:

Deferred tax is recognized, subject to the consideration of prudence, in respect of deferred tax assets or liabilities, on timing differences, being the difference between taxable incomes and accounting incomes that originate in one period, and are reversible in one or more subsequent periods.

The provision for taxation is made on Taxes payable method after considering the effect of deduction under Section 80IB of the Income Tax Act, 1961, wherever it is applicable.

3.16 Impairment of Assets:

At the end of each year, the Company determines whether a provision should be made for impairment loss on fi xed assets by considering the indications that an impairment loss may have occurred in accordance with Accounting Standard-28 “Impairment of Assets” issued by the Institute of Chartered Accountants of India, where the recoverable amount of any fi xed asset is lower than its carrying amount, a provision for impairment loss on fi xed assets is made for the difference.

3.17 Provisions and Contingent Liabilities:

Provision is recognized when an enterprise has a present obligation as a result of past event and is probable that an outfl ow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are determined based on management estimates required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to refl ect the current management estimate. Where no reliable estimate can


71

be made, a disclosure is made as contingent liability. A disclosure for a contingent liability will also made when there is possible obligation or a present obligation that may, but probably will not, require an outfl ow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outfl ow of resources is remote, no provision or disclosure is made.

3.18 Amortization of Miscellaneous Expenditure:

Expenses incurred towards Initial Public Offer and other deferred expenses classifi ed under Miscellaneous Expenditure are written off equally over a period of 5 years. Miscellaneous expenses are written off over a period of 5 years.

4. NOTES ON ACCOUNTS (forming an integral part of Accounts)

4.1. Share Capital

Issued, Subscribed, and Paid up Capital of 11,22,51,940 (Previous year 11,22,51,940) Equity shares includes:

4.2 Initial Public Offer and its Utilization:

Details of Deployment of IPO Proceeds are as Follows:

Utilization of Funds Rupeesin Lakhs

Acquisition of Land 25,508.71Construction & Development of Ongoing Projects

27,974.58

General Corporate Purpose 12,972.21Initial public Offer Expenses 3,920.80Total 70,376.30

4.3 Disclosure pursuant to Accounting Standard 7 (Revised):

(Rupees in Lakhs)

Particulars 2009-10 2008-09Contract Revenue recognized as Revenue in the year

32,468.75 35,174.44

Aggregate amount of contract cost incurred upto the Reporting Date

1,10,031.51 85,505.24

Recognized Profi ts (less Recognized Losses) upto the Reporting Date

43,145.52 34,783.48

Advances Received from Customers

12,453.91 14,651.60


4.4 Warranty Costs:

The parent Company has not recognized warranty cost relating to sale of unit/property, since such costs, if any, are covered by a corresponding warranty from the company’s contractors / vendors. This cost, if any, is recognized as and when incurred by the company.

4.5 Gratuity Plan:

The following table spells out the status of the gratuity plan as required under AS -15 (revised).

(Rupees in Lakhs)

Particulars As at31st March,

2010

As at31st March,

2009

Obligations at the beginning of the year

98.8 72.08

Service Cost 38.2 24.69

Interest Cost 7.9 5.65

Benefi ts Settled -1.1 -1.68

Actuarial (Gain) / Loss -2.2 -1.9

Obligations at the end of the year 140.5 98.84

Change in Plan Assets

Plan Assets at the beginning of the year, at Fair Value

52.6 41.7

Expected return on plan assets 10.9 3.95

Contributions 78.1 8.69

Benefi ts Settled -2.2 -1.68

Actuarial Gain / (Loss) 0.1 -0.09

Plan Assets at the end of the year, at Fair Value

140 52.56

Reconciliation of Present Value of the Obligation and the Fair Value of the Planned Assets

Fair Value of Plan Assets at the end of the year

131 52.56

Present Value of the defi ned benefi t obligation at the end of the year

149 -98.84

Asset / (Liability) recognized in the balance sheet

-18 46.28

Gratuity Cost for the year

Service Cost 38.2 24.69

Interest Cost 7.9 5.65

Expected return on plan assets 10.9 -3.95

Actuarial (Gain) / Loss -2.3 1.81

Net Gratuity Cost 32.8 24.59

Assumptions BEL BHSL BHSL

Interest rate 7.5% 8.0% 7.5% 7.0%

Expected rate of return on plan assets

7.5% 8.0% 7.5% 8.0%

Expected rate of salary increase 7.0% 6.0% 7.0% 6.0%

Attrition rate 9.0% – 9.0% 10.0%

Retirement age 58 Years 58 Years

The above fi gures doesn’t represent the gratuity plan in


72


respect of Brigade Estate and Projects Pvt. Ltd., Brigade Tetrarch Pvt Ltd, Brigade Properties Pvt. Ltd., Brigade Infrastructure & Power Pvt. Ltd., which are the subsidiary Companies, and BCV Developers Private limited, a joint venture company, as actuarial calculations were not carried out. The assumptions used by BHSL, a subsidiary company, for the year ended March 31, 2010, being different are shown separately.

4.6 A sum of Rs. NIL Lakhs (Previous Year Rs. 40.44 Lakhs), being borrowing cost incurred by the company in

respect of Assets/Projects, was capitalized during the year. A sum of Rs. 5,137.08 Lakhs (Previous Year Rs.2,764.85 Lakhs), being borrowing cost incurred by the company in respect of Assets/Projects under Construction is carried forward as Capital Work-in-progress.

4.7 Related Party Disclosure:

Related party disclosures, as required by AS-18, “Related Party Disclosures” are given below:

4.7.1 Relationships:

Associated Companies and Joint Ventures AEC Infotech Private LimitedTandem Allied Services Private LimitedBCV Developers Private Limited

Other related parties where common control exists Mysore Holdings Private LimitedBrigade FoundationMr. M.R. Jaishankar (HUF)

Key Managerial Personnel (KMP) Mr. M.R. Jaishankar,Chairman and Managing DirectorMs. Githa Shankar, Executive Director

Relatives of Key Managerial Personnel Ms. Nirupa Shankar (Daughter of KMP)Ms. Pavitra Shankar (Daughter of KMP)Mr. M.R. Shivram (Relative of KMP)

4.7.2 The following transactions were carried out with the related parties in the ordinary course of business.(Rupees in Lakhs)

Particulars Brigade Foundation

Key Managerial Personnel

Relatives of Key managerial personnel

Sale of materials / fi nished goods / services 600.00 – 269.68Purchase of material / fi nished goods / services / Other expenses 0.00 19.29 83.19Outstanding receivables/ (payables), as at 31.03.2010 6.07 7.08 105.43Remuneration paid to Executive Directors 0.00 189.44 0.00

4.8 Assets under Operating Leases:

The Parent Company has given certain Assets on Operating Lease. Details of assets given under Operating Lease are as under:

Sl.#

Asset Description Gross Value as on 31.03.2010

Depreciation01.04.2009 to

31.03.2010

TotalDepreciation as on 31.03.2010

Impairment

1. Land 965.24 – – NIL2. Building 11,103.65 (509.10) (1,588.24) NIL3. Interior and Furniture 4,192.57 (706.99) (1,723.19) NIL4. Offi ce Equip. & Plant and Machinery 2,019.50 (276.83) (848.30) NIL

The parent Company has given on non-cancelable operating lease certain assets the future minimum lease receivables in respect of which, as at March 31, 2010, are as follows:


73


(Rupees in Lakhs)

Minimum Lease Receivable 2009-10 2008-09Receivable not later than 1 year 222.46 453.69Receivable later than 1 year and not later than 5 years

413.74 518.72

Receivable later than 5 years – –

The Group has taken various residential / commercial premises on cancelable operating leases. These agreements are normally renewed on expiry

The parent Company has taken on non-cancelable operating lease certain assets (lands) the future minimum lease payments in respect of which, as at March 31, 2010, are as follows:

(Rupees in Lakhs)

Minimum Lease Payables 2009-10 2008-09Payable not later than 1 year 181.46 298.82Payable later than 1 year and not later than 5 years

708.27 1,001.08

Payable later than 5 years 3,166.56 3,283.60

There are no exceptional / restrictive covenants in the lease agreements.

Contingent rent recognized in the Profi t and Loss account is Rs. Nil


Particulars Earnings per Share2009-10 2008-09

Equity Share of face value Rs. 10/- each

–

Net Profi t ***(amount used as numerator)(Rs. In Lakhs)

4,741.67 3,840.99

Number of shares used in computing Earnings per Share(number used as denominator)

11,22,51,940 11,22,51,940

Basic & Diluted(in Rupees)

4.22 3.42

*** (Rupees in Lakhs)

Particulars 2009-10 2008-09Net Profi t Available for Appropriation

4,657.46 8,678.11

Less: Prior Period Adjustments (84.21) 4,837.12Net Profi t considered for Earnings Per Share

4,741.67 3,840.99

4.10 Deferred Taxation:

During the year, the Group has accounted for Rs. 23.75 Lakhs (Previous Year Rs. 0.26 Lakhs towards Deferred Tax Liability) towards Deferred Tax Asset and the same has been credited to profi t and loss account of the current year.

4.11 Contingent Liabilities:

Capital commitments and Contingent liabilities on account of

(Rupees in Lakhs)

Particulars 2009-10 2008-09Capital Commitments not provided in the books

54,123.17 79,676.43

Towards Letter of Credits and Bank Guarantees

3,773.31 2,567.85

Claims from government departments notacknowledged as debts

359.42 6,988.65

Claims from government departments notacknowledged as debts

1305.76 0.00

4.12 Non Adjustment Items:

4.12.1Disclosure pursuant to AS – 23:

Depreciation:

The depreciation policy adopted by Tandem (an associated company) is straight line basis as per the rates prescribed in Schedule XIV. This differs from the depreciation policy adopted by the Company as indicated in Clause 3.7 of the Accounting Policies given above.

Gratuity and Leave Encashment:

Gratuity liability of Tandem and AEC (associated companies) are based on actual basis, whereas the company follows actuarial method for the purpose of gratuity liability calculation. Tandem and AEC (associated companies) have not provided leave encashment liability and expenses are considered on cash basis.

This differs from the Policy on Employee Benefi ts adopted by the Company as indicated in Clause 3.12 of the Accounting Policies given above.

4.12.2 Disclosure pursuant to AS – 21:

Depreciation:

Depreciation in respect of assets of BHSL, wholly owned subsidiary of BEL is computed on straight line method as against written down value method which is followed by the Company. However no adjustments have been made for any periods since such depreciation


74


is not for like transactions or other events in similar circumstances as those of the Company. The written down value of fi xed assets amounting to Rs. 2,158.27 Lakhs out of Fixed Assets amounting to Rs.14,142.56 Lakhs and depreciation for the year amounting toRs. 267.60 Lakhs out of total depreciation amounting to Rs. 1,511.76 Lakhs relates to BHSL.

4.13 Current Liabilities include a sum of Rs.4,118.27 Lakhs (Previous Year Rs. 3,620.47 Lakhs) being deferred income of BHSPL from membership of clubs.

4.14 Miscellaneous Expenditure include a sum of Rs.11.43 Lakhs (Previous Year Rs. Nil) being pre-operative expense of Brigade Infrastructure and Power Private Limited towards the setting up of the power plant.

4.15 The Foreign Exchange Infl ow & Outfl ow:


(Rupees in Lakhs)

Particulars 2009-10 2008-09Infl ow:Advance for Sale of Units, Lease deposits & Rentals

1292.64 601.09

Outfl ow: Professional chargesConsultation FeesOthers

218.73101.77

1,254.19

197.4070.41

2,702.52

CIF Value of imports during the year ended March 31, 2010, is Rs. Rs.1,130.96 Lakhs.

4.16 Balances of Debtors and Creditors and Loans and Advances are subject to confi rmation

4.17 As per the information available with the parent company, the principal amount payable to Micro, Small and Medium Enterprises falling under the provisions of Micro, Small and Medium Enterprises Development Act, 2006, Rs. 22.24 Lakhs.

In case of AEC InfoTech Private Limited, the company does not owe any amount to any Micro, Small and Medium Enterprises registered under the Micro Small and Medium Enterprises Development Act, 2006 as on March 31, 2010, which is due for a period more than 45 days from the date of supply of goods or services.

In case of Brigade Hospitality Service Limited (a 100% Subsidiary Company), and Tandem Allied Services Private Limited (an Associated Company), companies are in the process of compiling necessary data regarding the status of creditors under the Micro, Small and Medium Enterprises Development Act 2006. Consequently, the disclosure under the Act has not been furnished.

4.18 Previous year Amounts:

The fi gures of previous year have been regrouped and reclassifi ed wherever necessary.




BRIGADE ENTERPRISES LIMITEDRegd. Off. : Penthouse, Brigade Towers, 135, Brigade Road, Bangalore – 560 025

15TH ANNUAL GENERAL MEETING – 23RD JULY, 2010 AT 11.00 A.M.

PROXY FORMCLID/ Folio No. :

DPID. :

No. of Shares held :

I/ We ________________________________________________________________________________of __________________________

________________________________ in the district of __________________________________________ being Member(s) of Brigade Enterprises Limited hereby appoint _________________________________________________ of ___________________________ in

the district of _________________________________ or failing him/her appoint ___________________ of _________________ in the district of _______________________________________ as my/our proxy to attend and vote for me/us on my/our behalf at the 15th Annual General Meeting of the Company to be held on Friday, 23rd July, 2010 at 11.00 a.m. at MLR Convention Centre, Brigade Millennium Campus, 7th Phase, J. P. Nagar, Bangalore – 560 078 and at any adjournment thereof.

____________________ Signature

Date: ________________

Place: _______________

Note: This proxy form duly completed must be received at the Company’s Registered Offi ce atleast 48 hours before the meeting.

BRIGADE ENTERPRISES LIMITEDRegd. Off. : Penthouse, Brigade Towers, 135, Brigade Road, Bangalore – 560025

15TH ANNUAL GENERAL MEETING – 23RD JULY, 2010 AT 11.00 A.M.

ATTENDANCE SLIP(To be handed over at the entrance of the Meeting Hall)

CLID/ Folio No. :

DPID. :

No. of Shares held:

I certify that I am a Registered Shareholder/Proxy for the Registered Shareholder of the Company. I hereby record my presence at the 15th Annual General Meeting of the Company being held on Friday, 23rd July, 2010 at 11.00 a.m at MLR Convention Centre, Brigade Millennium Campus, 7th Phase, J. P. Nagar, Bangalore – 560 078.

________________________________________ ___________________________

Name of the Member/Proxy (in Block Letters) Signature of Member / Proxy

Notes: A member/proxy wishing to attend the meeting must fi ll up this Attendance Slip and hand it over at the entrance. If you intend to appoint a proxy, please complete the proxy form below and deposit it at the Company’s Registered Offi ce atleast 48 hours before the meeting.

Affi x Revenue Stamphere

✂


76

CONTENTSAGM Notice 05 Directors’ Report 12 Corporate Governance Report 20 Auditors’ Report 29 Balance Sheet 32 Profit and Loss Account 33 Cash Flow Statement 34 Schedules Forming Part of Balance Sheet 36 Schedules Forming Part of Profit and Loss Account 41 Schedule For Notes to Accounts 43 Consolidated Financial Statements 54

CORPORATE INFORMATIONMr. M. R. JaishankarChairman & Managing Director

Ms. Githa ShankarWholetime Director

Mr. P. M. ThampiIndependent Director

Mr. M. R. ShivramNon-Executive Director

Mr. M. R. GurumurthyNon-Executive Director

Mr. P. V. MaiyaIndependent Director

Dr. Anumolu RamakrishnaIndependent Director

Dr. K. R. S. MurthyIndependent Director

COMPANY SECRETARYMr. P. Om Prakash

PRINCIPAL BANKERSCorporation Bank State Bank of India

STATUTORY AUDITORSM/s. Narayanan, Patil & Ramesh Chartered Accountants 54/1, 1st Main Road Sheshadripuram Bangalore 560 020

INTERNAL AUDITORSGrant Thorton, Wings, First Floor, 16/1, Cambridge Road,Halasuru, Bengaluru 560008, India

EQUITY SHARES LISTED ATNational Stock Exchange of India Ltd (NSE) Bombay Stock Exchange of India Ltd (BSE)

REGISTRAR & SHARE TRANSFER AGENTSM/s. Karvy Computershare Pvt Ltd, Plot Nos. 17 to 24, Vittairao Nagar. Madhapur, Hyderabad 500 081. Telephone No.: +91–40-23420815 to 24 Fax No.: +91-40-23420814 Email Id: [email protected]

REGISTERED OFFICEPenthouse, Brigade Towers, 135, Brigade Road, Bangalore 560 025. Email Id: [email protected]

CORPORATE OFFICEHulkul Brigade Centre, 3rd Floor, Lavelle Road, Bangalore 560 001.Telephone No: +91-80-41379200Fax No.: +91-80-22210784www.brigadegroup.com

BOARD OF DIRECTORS

AWARDS& RECOGNITIONS

BRIGADE GROUP – AMONG INDIA’S TOP TEN BUILDERSBrigade Group has been listed among India’s Top Ten Builders for the third consecutive year in 2009 by Construction World. This award is based on a annual perception poll conducted by the magazine.

BEST NEW HOTEL OF THE YEAR IN THE SERVICED APARTMENT SEGMENT-2010, IN SOUTH ASIABrigade Group’s Mercure Homestead Residences – a 5 star serviced residences, in Koramangala has won the “Best new hotel of the year in South Asia, in the serviced apartment segment-2010” award from HVS Hospitality Services, at the Hotel Investment Conference –South Asia 2010 (HICSA).

BRIGADE ENTERPRISES LTD. – REGIONAL DEVELOPER OF THE YEAR – SOUTHBrigade Enterprises Ltd. has been awarded the Regional Developer of the year- South for the second consecutive year by Realty Plus at the Realty Plus Excellence Awards, 2010.

BRIGADE GROUP - BEST DEVELOPER IN RESIDENTIAL INFRASTRUCTUREBrigade Group won the “Best Developer in Residential Infrastructure” Award at the Construction Source India Awards Ceremony in 2010.


SCALING NEW HEIGHTSA n n u a l R e p o r t 2 0 0 9 - 1 0

Brigade Enterprises Limited Hulkul Brigade Centre,82, Lavelle Road, Bangalore 560 001. Ph: +91-80-4137 9200 www.brigadegroup.com

If undelivered, please return to the above address.


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