ANNUAL REPORT 2017‐2018 - cdn.brigadegroup.com · The Board of Directors of the Company have...

44
BRIGADE TETRARCH PRIVATE LIMITED ANNUAL REPORT 2017‐2018

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

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
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
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
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
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
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
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

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

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

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

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

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

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

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

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

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

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

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

- - 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

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

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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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