ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have...
Transcript of ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have...
![Page 1: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/1.jpg)
BRIGADE TETRARCH PRIVATE LIMITED
ANNUAL REPORT 2017‐2018
![Page 2: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/2.jpg)
![Page 3: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/3.jpg)
![Page 4: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/4.jpg)
![Page 5: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/5.jpg)
![Page 6: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/6.jpg)
![Page 7: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/7.jpg)
![Page 8: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/8.jpg)
Brigade Tetrarch Pvt. Ltd. CIN: U92412KA1995PTC018247
Regd. Office: 29th
Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar
Road Malleswaram-Rajajinagar, Bangalore-560055
1
BOARD’S REPORT
Dear Members
We have pleasure in presenting the Twenty Third Annual Report on business and operations of
the Company together with the Audited Statement of Accounts for the financial year ended 31st
March, 2018.
FINANCIAL HIGHLIGHTS:
(Rs.in Lakhs)
Particulars 2017-18 2016-17
Total Income 7.82 8.82
Total Expenses 229.06 131.51
Profit/Loss before tax (221.24) (122.69)
Income Tax - -
Profit/Loss after tax (221.24) (122.69)
Other Comprehensive Income - -
Total Comprehensive Income (221.24) (122.69)
Balance in Profit & Loss Account brought forward
from previous year
(626.96) (504.27)
Balance Carried to Balance Sheet (848.20) (626.96)
FINANCIAL OVERVIEW:
Your Company has earned total income of Rs.7.82 Lakhs for the financial year ended 31st March,
2018 which are primarily other income, compared to Rs.8.82 Lakhs during the previous year
ended 31st March, 2017, a decrease by 11.34%. Your Company incurred a loss of Rs.221.24 Lakhs
for the financial year ended 31st March, 2018 as compared to Loss of Rs.122.69 Lakhs during the
previous year ended 31st March, 2017.
FUTURE OUTLOOK:
Your Company has its main objects in field of sports related activities which is not a viable
business going forward. Taking in to consideration the expertise of Brigade Enterprises
Limited, Holding Company in the field of real estate development it is proposed to explore the
business opportunities in real estate development viz residential, commercial etc and set up
vocational training centres. The proposal for change in the main objects of the Company will
require approval of shareholders by passing a special resolution. The resolution for change in the
main objects ill come up for your approval in the ensuing annual general meeting.
HOLDING/ SUBSIDIARIES AND ASSOCIATES:
The Company is a subsidiary of Brigade Enterprises Limited and there are no
Subsidiaries/Associate Companies.
![Page 9: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/9.jpg)
Brigade Tetrarch Pvt. Ltd. CIN: U92412KA1995PTC018247
Regd. Office: 29th
Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar
Road Malleswaram-Rajajinagar, Bangalore-560055
2
TRANSFER TO RESERVES & DIVIDEND:
The Company is in the process of being operational due to which there are no profits to either
recommend dividend or transfer to reserves.
FIXED DEPOSITS:
The Company has not accepted any deposits in terms of Chapter V of the Companies Act, 2013
read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review.
Accordingly, no amount is outstanding as on the balance sheet date.
SHARE CAPITAL & ISSUE OF SECURITIES:
During the year the Authorized Share Capital of the Company was increased from the existing
capital of Rs.30,00,000/- (Rupees Thirty Lakhs only) divided into 3,00,000 (Three Lakhs) Equity
Shares of Rs.10/- (Rupees Ten only) each to Rs.90,00,00,000/- (Rupees Ninety Crores only)
comprising of:
1. Rs.1,00,00,000 (One Crore only) divided into 10,00,000 Equity Shares of Rs.10/- each
2. Rs.89,00,00,000 (Eighty Nine Crores only) divided into 89,00,000 0.01% A Series
Compulsorily Convertible Preference Shares (CCPS) of Rs.100/- each.
Further, the company has made a preferential allotment of 72,00,000 0.01% A Series
Compulsorily Convertible Preference Shares (CCPS) of Rs.100/- each at par to M/s Brigade
Enterprises Limited on 7th July, 2017.
As a result, the Paid up Capital of the company is Rs. 721,002,000 comprising of 1,00,200 equity
shares of Rs. 10/- each and 72,00,000 0.01% A Series Compulsorily Convertible Preference
Shares (CCPS) of Rs.100/- each as on 31st March,2018.
DEBENTURES:
During the year under review, the Company has not issued any Debentures. As on date, the
Company does not have any outstanding Debentures.
BOARD OF DIRECTORS:
The Board of Directors of the Company comprises of 3 Directors of which all are Non-Executive
Directors.
In accordance with the Articles of Association of the Company and the provisions of Section
152(6)(e) of the Companies Act, 2013, Mr. M.R. Jaishankar Director (DIN: 00191267) of the
Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offer
himself for reappointment.
None of the Directors of the Company are disqualified under Section 164(2) of the Companies
Act, 2013.
![Page 10: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/10.jpg)
Brigade Tetrarch Pvt. Ltd. CIN: U92412KA1995PTC018247
Regd. Office: 29th
Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar
Road Malleswaram-Rajajinagar, Bangalore-560055
3
BOARD MEETINGS:
During the year under review, the Board of Directors of the Company met 5 times on the
following dates:
Dates on which Board
Meetings were Held
Total Strength of the Board No of Directors
Present
17th May, 2017 3 (Three) 3 (Three)
7th July, 2017 3 (Three) 3 (Three)
27th July, 2017 3 (Three) 3 (Three)
24th October,2017 3 (Three) 3 (Three)
30th January,2018 3 (Three) 3 (Three)
ATTENDANCE OF DIRECTORS AT BOARD MEETINGS AND ANNUAL GENERAL
MEETING:
The Board of Directors of the Company have attended the Board Meetings & Annual General
Meeting the details of which are as follows:
Name of Directors Board Meetings attended
in the financial year
2017-18
Attendance in the 22nd
Annual General Meeting
held on 20th September,
2017
Mr. M.R. Jaishankar 5 (Five) Yes
Ms. Githa Shankar 5 (Five) yes
Ms. Nirupa Shankar 5 (Five) Yes
POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION:
The Directors of the Company are appointed by the members at annual general meetings in
accordance with the provisions of the Companies Act, 2013 and the rules made thereunder.
There is no remuneration paid to any directors and the directors are not entitled for any sitting
fees for attending the meetings of the Board.
DIRECTORS’ RESPONSIBILTY STATEMENT:
The Board of Directors hereby confirm that:
a) in the preparation of the annual financial statements for the year ended 31st March, 2018,
the applicable accounting standards have been followed along with proper explanation
relating to material departures;
b) the Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
![Page 11: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/11.jpg)
Brigade Tetrarch Pvt. Ltd. CIN: U92412KA1995PTC018247
Regd. Office: 29th
Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar
Road Malleswaram-Rajajinagar, Bangalore-560055
4
of the state of affairs of the Company at the end of the financial year and of the profit of
the Company for that period;
c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) the annual financial statements have been prepared on a going concern basis;
e) there are proper systems to ensure compliance with the provisions of all applicable laws
were in place and were adequate and operating effectively.
PARTICULARS OF EMPLOYEES & KEY MANAGERIAL PERSONNEL:
Particulars pursuant to section 134 read with the Rule 5(2) & 5(3) of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 of the Companies Act, 2013 is not
applicable as the Company doesn’t have any employees during the year under review. Your
Company is in the process of recruiting employees and Key Managerial Personnel.
STATUTORY AUDITORS:
The members of the Company at the Twenty Second Annual General Meeting held on 20th
September, 2017 approved the appointment of M/s B.K. Ramadhyani & Co., Chartered
Accountants (Registration No. 002878S/S200021) Statutory Auditors of the Company for a
period of 5 years till the conclusion of Twenty Seventh Annual General Meeting, which is subject
to annual ratification by the members of the Company in terms of Section 139 of the Companies
Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. The resolution relating to annual ratification of statutory auditors appointment is part of the
notice of the Twenty Third Annual General Meeting for member’s approval. Members may ratify
the appointment of M/s B.K. Ramadhyani & Co., Chartered Accountants as the Statutory
Auditors of the Company for the financial years 2018-19. There are no qualifications or adverse remarks in the Statutory Auditors’ Report for the
financial statements for the year ended 31st March, 2018 which require any explanation from
the Board of Directors.
SECRETARIAL AUDIT REPORT:
The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing
Company Secretary (CP No. 5645) to conduct the Secretarial Audit for the financial year 2017-
18 and her Report on Company’s Secretarial Audit is appended as Annexure-1 to this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The details of the Loans, Guarantees and Investments are provided as per provisions of Section
186 of the Companies act, 2013 are given in the notes to the financial statements.
![Page 12: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/12.jpg)
Brigade Tetrarch Pvt. Ltd. CIN: U92412KA1995PTC018247
Regd. Office: 29th
Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar
Road Malleswaram-Rajajinagar, Bangalore-560055
5
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The related party transactions undertaken during the financial year 2017-18 is as detailed in the
notes to accounts of the financial Statements. The related party transactions have been carried
out at arm’s length basis and in the normal course of business.
EXTRACT OF ANNUAL RETURN:
In terms of Section 92 (3) of the Companies Act, 2013 read with the Companies (Management
and Administration) Rules, 2014, the extract of the Annual Return of the Company for the
financial year 2017-18 in Form No. MGT-9 is appended as Annexure-2 to this Report.
MATERIAL CHANGES AND COMMITMENTS:
There were no material changes and commitments for the period under review, which
significantly affects the financial position of the Company.
SIGNIFICANT OR MATERIAL ORDER:
During the financial year under review, no significant and material orders were passed by the
regulators or courts or tribunals impacting the going concern status and the Company’s
operations in the future.
INTERNAL FINANCIAL CONTROL SYSTEMS:
The existing Internal Financial Control Systems implemented by the Holding Company will be
adequate to take of the operations for the Group.
RISK MANAGEMENT:
The Board of Directors have been entrusted with the responsibility for establishing policies to
monitor and evaluate risk management systems of the Company.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions relating to Corporate Social Responsibility are not applicable to the Company as
on 31st March, 2018.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
A. CONSERVATION OF ENERGY:
The company has not commenced the operations and therefore there is no consumption of
energy.
![Page 13: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/13.jpg)
Brigade Tetrarch Pvt. Ltd. CIN: U92412KA1995PTC018247
Regd. Office: 29th
Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar
Road Malleswaram-Rajajinagar, Bangalore-560055
6
B. TECHNOLOGY ABSORPTION: NIL
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review, the Company has neither earned nor used any foreign exchange.
HUMAN RESOURCES:
There are no employees on the rolls of the Company at present.
ACKNOWLEDGEMENTS:
The Directors wish to place on record their appreciation and sincere thanks to all the
stakeholders for the continued support and patronage. We look forward to your support and co-
operation as the Company is entering the next league of growth.
By order of the Board
For Brigade Tetrarch Private Limited
Sd/- Sd/- Place: Bangalore M. R. Jaishankar Githa Shankar
Date: 3rd May, 2018 Director Director
DIN: 00191267 DIN: 01612882
![Page 14: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/14.jpg)
1
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the
Companies (Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members,
Brigade Tetrarch Private Limited
Bengaluru
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the
adherence to good corporate practices by Brigade Tetrarch Private Limited (hereinafter called the
company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for
evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Brigade Tetrarch Private Limited books, papers, minute books,
forms and returns filed and other records maintained by the company and also the information
provided by the Company, its officers, agents and authorized representatives during the conduct of
secretarial audit, I hereby report that in my opinion, the company has, during the audit period
covering the financial year ended on 31st March, 2018 complied with the statutory provisions listed
hereunder and also that the Company has proper Board-processes and compliance-mechanism in
place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records
maintained by Brigade Tetrarch Private Limited (“the Company”) for the financial year ended on
31st March, 2018 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
![Page 15: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/15.jpg)
2
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to
the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial
Borrowings;*
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board
of India Act, 1992 (‘SEBI Act’):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
1992;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008;
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer
Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998
(vi) Other Laws as are applicable to Real Estate Development Company:-
1. Indian Contracts Act, 1872, Transfer of Property Act, 1882, Registration Act, 1908, Specific Relief Act, 1963
2. State Laws such as Stamp Act, Rent Control Act, Municipal Laws, Rules and Procedures 3. Environment (Protection) Act, 1986, Water (Prevention and Control of Pollution) Act,1974 4. Energy Conservation Act, 2001 and other related State laws such as The Karnataka Lifts,
Escalators and Passenger Conveyors Act, 2012
I have also examined compliance with applicable clauses of the following:
(i) Secretarial Standards issued by the Institute of Company Secretaries of India;
(ii) The listing Agreement entered into by the Company with the Stock Exchange(s), if applicable;
![Page 16: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/16.jpg)
3
During the period under review the Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc, mentioned above subject to the following observations:
Consequent to increase in the paid up share capital and becoming a wholly owned subsidiary (even though it is
a Private Company) of a Listed Company, the company was required to appoint Key Managerial Personnel.
The Management has affirmed that necessary steps are being taken in this regard.
My opinion is based on audit evidence, explanations and information given to me during the audit
and the Management Representation Letter is support that there were no specific non-compliances
in respect of the Act, Rules, Regulations, Guidelines, Standards, etc., mentioned above.
I further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive
Directors, Non-Executive Directors and Independent Directors. The changes in the composition of
the Board of Directors that took place during the period under review were carried out in
compliance with the provisions of the Act.**
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes
on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining
further information and clarifications on the agenda items before the meeting and for meaningful
participation at the meeting.
Majority decision is carried through while the dissenting members’ views are captured and recorded
as part of the minutes.
I further report that there are adequate systems and processes in the company commensurate with
the size and operations of the company to monitor and ensure compliance with applicable laws,
rules, regulations and guidelines.
I further report that during the audit period the company has:
![Page 17: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/17.jpg)
4
Increased the Authorised Share Capital and issued Compulsorily Convertible Preference Shares to Brigade Enterprises Limited, Holding Company.
Place : Bengaluru Signature:
Date : 3rd May, 2018 Name of Company Secretary in practice: Aarthi G Krishna
FCS No.: 5706
C P No.: 5645
These Laws/Rules/Regulations/Guidelines/Standards are not applicable as the Company is an Unlisted Private Limited Company.
* Note Applicable as there were no instances referred to in this point, during the financial year.
**The Company does not have any executive directors. There are no independent directors on the Board as there is no mandatory requirement to appoint them.
![Page 18: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/18.jpg)
1
2
3
4
5
6
7
1
Name and Address of the company Applicable Section
2(46)
Demat Physical Total % of Total
Shares
Demat Physical Total % of Total
Shares
100 100 0.10% 100 100 0.10% 0.00%
- - 0.00% - - 0.00% 0.00%
- - 0.00% - - 0.00% 0.00%
1,00,100 1,00,100 99.90% 1,00,100 1,00,100 99.99% 0.00%
- - 0.00% - - 0.00% 0.00%
- - 0.00% - - 0.00% 0.00%
1,00,200 1,00,200 100.00% 1,00,200 1,00,200 100.00% 0.00%
- - 0.00% - - 0.00% 0.00%
- - 0.00% - - 0.00% 0.00%
- - 0.00% - - 0.00% 0.00%
- - 0.00% - - 0.00% 0.00%
- - - 0.00% - - - 0.00% 0.00%
- 1,00,200 1,00,200 100.00% - 1,00,200 1,00,200 100.00% 0.00%
- - 0.00% - - 0.00% 0.00%
- 0.00% - 0.00% 0.00%
- - 0.00% - - 0.00% 0.00%
- - 0.00% - - 0.00% 0.00%
- - 0.00% - - 0.00% 0.00%
- 0.00% - 0.00% 0.00%
-
-
Sub Total (A) (2)
d) Any other
c) Bodies Corp.
b) Other Individuals
-
-
a) Individual/ HUF
(1) Indian
A. Promoters
d) State Govt(s)
e) Venture Capital
Funds
h) Foreign Venture
Capital Funds
f) Insurance Companies
c) Central Govt
b) Banks / FI
a) Mutual Funds
1. Institutions
B. Public Shareholding
a) NRI Individuals
(2) Foreign
Sub Total (A) (1)
f) Any other
TOTAL (A)
As on financial year ended on 31.03.2018
EXTRACT OF ANNUAL RETURN
FORM NO. MGT 9
(Equity share capital breakup as percentage of total equity)
(i) Category-wise Share Holding
g) FIIs
No. of Shares held at the end of the year % Change during the
year
Category of
Shareholders
No. of Shares held at the beginning of the year
S. No. Name and Description of main products / services
IV. SHAREHOLDING PATTERN
e) Banks / FI
d) Bodies Corp.
c) State Govt(s)
b) Central Govt
NIC Code of the Product/service % to total turnover of the company
NA - -
% of Shares held
99.99%
CIN/GLN
Brigade Enterprises Limited
29th & 30thFlr,World Trade Center,26/1,Brigade Gateway,
Dr. Rajkumar Road, Malleswaram-Rajajinagar, Bangalore-
560 055
Holding /Subsidiary/Associate
L85110KA1995PLC019126 Holding Company
Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.
(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)
Whether listed company
Category/Sub-category of the Company
Address of the Registered office & contact details
Name, Address & contact details of the Registrar & Transfer Agent, if any.
Indian Non Government Company
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
I. REGISTRATION & OTHER DETAILS:
Company Limited by Shares
CIN
29th Flr, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, Malleswaram-Rajajinagar,
Bangalore-560 055
Tel: 080 4137 9200
Email: [email protected]
No
NA
U92412KA1995PTC018247
7th July, 1995
Brigade Tetrarch Private Limited
- 0.00% - - 0.00%
0.00%0.00% - 0.00%
0.00%
-
ANNEXURE-2
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Registration Date
Name of the Company
![Page 19: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/19.jpg)
- - 0.00% - - 0.00% 0.00%
- - - 0.00% - - - 0.00% 0.00%
- - 0.00% - - 0.00%
0.00% - - 0.00% 0.00%
- 0.00% - - 0.00% 0.00%
0.00%
0.00% - 0.00% 0.00%
- 0.00% - - 0.00% 0.00%
0.00% - - 0.00% 0.00%
0.00% - - - - -
0.00% - - - - -
0.00% - - 0.00% 0.00%
- 0.00% - - 0.00% 0.00%
- - - 0.00% - - - 0.00% 0.00%
- - - 0.00% - - - 0.00% 0.00%
- 1,00,200 1,00,200 100.00% - 1,00,200 1,00,200 100.00% 0.00%
(ii) Shareholding of Promoter:
No. of Shares % of total
Shares of the
company
% of Shares
Pledged/
encumbered to
total shares
No. of Shares % of total Shares of
the company
% of Shares
Pledged /
encumbered
to total
shares
1 99600 99.40% - 99600 99.40% - 0.00%
2 100 0.10% - 100 0.10% - 0.00%
3 100 0.10% - 100 0.10% - 0.00%
4100 0.10% - 100 0.10% -
0.00%
5 100 0.10% - 100 0.10% - 0.00%
6 100 0.10% - 100 0.10% - 0.00%
7100 0.10% - 100 0.10% - 0.00%
* Benefical interest with Brigade Enterprises Limited
(iii) Change in Promoters’ Shareholding (please specify, if there is no change):
01.04.2017 100.00% 0.00%
No Change 0.00% 0.00%
31.03.2018 100.00% 100.00%
(iv) Shareholding Pattern of top ten Shareholders : NIL
(v) Shareholding of Directors and Key Managerial Personnel
1
01.04.2017 0.10% 0.00%
No Change 0.00%
Brigade Enterprises Ltd with Mr. Amar Mysore
Overseas Corporate
Bodies
Foreign Nationals
Clearing Members
Trusts
Foreign Bodies - D R
Sub-total (B)(2):-
Total Public (B)
Grand Total (A+B+C)
Brigade Enterprises Ltd with Mr. M.R. Jaishankar
Directors
Employees
HUF
Non Resident Indians
c) Others (specify)
a) Bodies Corp.
1,00,200
b) Individuals
i) Others (specify)
Sub-total (B)(1):-
2. Non-Institutions
i) Indian
ii) Overseas
0.00% 0.00% 0.00%
i) Individual
shareholders holding
nominal share capital
upto Rs. 1 lakh
ii) Individual
shareholders holding
nominal share capital in
excess of Rs 1 lakh
0.00%
0.00%
0.00% 0.00%
0.00%C. Shares held by
Custodian for GDRs &
ADRs
- 0.00%
Brigade Enterprises Ltd with Ms. Githa Shankar
Brigade Enterprises Ltd with Ms. Nirupa shankar
Brigade Enterprises Ltd with Mr. M.R. Jaishankar &
Ms. Nirupa shankar
At the beginning of the year
Ms. Githa Shankar 8
- 0.00% 0.00%
At the beginning of the year
Ms. Githa Shankar
- 0.00% -
SN Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in
shareholding during the
year
Brigade Enterprises Ltd.
SN Particulars Date Reason Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares No. of shares % of total shares
Changes during the year
At the end of the year 1,00,200 1,00,200
SN Shareholding of each Directors and
each Key Managerial Personnel
Date Reason Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares No. of shares % of total shares
(Other than Directors, Promoters and Holders of GDRs and ADRs)
Changes during the year
100
![Page 20: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/20.jpg)
31.03.2018 0.10% 0.10%At the end of the year 100 100
![Page 21: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/21.jpg)
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager: NIL
B. Remuneration to other Directors: NIL
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD: NIL
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL
Penalty
Punishment
Compounding
Penalty
Punishment
Compounding
Penalty
Punishment
Compounding
387.91
1,149.19
- 1,537.10 -
1,537.10
-
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment.
Total (i+ii+iii)
Change in Indebtedness during the financial year
- 1,149.19
(Amt. Rs./Lacs)
- -
Indebtedness at the beginning of the financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
A. COMPANY
B. DIRECTORS
C. OTHER OFFICERS IN DEFAULT
- -
-
123.12
- -
Particulars
1,149.19
-
-
1,149.19
Type Section of the
Companies Act
Brief Description Details of Penalty /
Punishment/ Compounding
fees imposed
Authority [RD / NCLT/ COURT] Appeal made, if any (give Details)
ii) Interest due but not paid
Total (i+ii+iii)
Indebtedness at the end of the financial year
- - - -
387.91 - 123.12
1,537.10
* Addition
* Reduction
Net Change
i) Principal Amount
1,537.10
iii) Interest accrued but not due
- - - -
![Page 22: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/22.jpg)
![Page 23: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/23.jpg)
![Page 24: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/24.jpg)
![Page 25: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/25.jpg)
![Page 26: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/26.jpg)
![Page 27: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/27.jpg)
![Page 28: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/28.jpg)
![Page 29: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/29.jpg)
![Page 30: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/30.jpg)
![Page 31: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/31.jpg)
![Page 32: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/32.jpg)
![Page 33: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/33.jpg)
![Page 34: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/34.jpg)
![Page 35: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/35.jpg)
![Page 36: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/36.jpg)
![Page 37: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/37.jpg)
![Page 38: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/38.jpg)
![Page 39: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/39.jpg)
![Page 40: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/40.jpg)
![Page 41: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/41.jpg)
![Page 42: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/42.jpg)
![Page 43: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/43.jpg)
![Page 44: ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct](https://reader035.fdocuments.us/reader035/viewer/2022062601/5e18af28a12ae228d3050abb/html5/thumbnails/44.jpg)