BCV DEVELOPERS PRIVATE LIMITED  

    

ANNUAL REPORT 2016‐2017 

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N O T I C E Notice is hereby given that the Ninth Annual General Meeting of BCV Developers Private Limited will be held on Wednesday, 20th September, 2017 at 4.00 p.m. at the Board Room, 30th Floor, World Trade Centre, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, Malleswaram-Rajajinagar, Bangalore – 560 055 to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Balance Sheet and Audited Profit & Loss

Account for the financial year ended 31st March, 2017 and the reports of the Board of Directors and the Auditors thereon.

2. To appoint the Directors in place of Mr. M.R. Jaishankar who retires by rotation and being

eligible, offers himself for re-appointment. 3. To consider and, if thought fit, to pass with or without modification(s), the following

resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139 read with Rule 3 of the Companies (Audit and Auditors) Rules, and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force) and based on the recommendations of the Board, approval of the Shareholders be and is hereby accorded to ratify the appointment of M/s. N.C.S. Raghavan & Co., Chartered Accountants (Registration No.07335S), as Statutory Auditors of the Company from the conclusion of this Ninth Annual General Meeting until the conclusion of Tenth Annual General Meeting on such remuneration as may be finalized by the Board of Directors in consultation with the Statutory Auditors.”

SPECIAL BUSINESS 4. To consider and if thought fit, to pass with or without modification(s) the following

resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), payment of remuneration not exceeding Rs.1,00,000/- (Rupees One Lakh Only) apart from applicable taxes and out of pocket expenses to Messrs GNV & Associates, Cost Accountants (Firm Regn. No.000150), appointed as Cost Auditors by the Board of Directors of the Company for conducting cost audit for the financial year 2016-17 (1st April 2016 to 31st March, 2017) be and is hereby approved.

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RESOLVED FURTHER THAT the Board of Directors and Company Secretary of the Company be and are hereby severally authorised to do all such acts, deeds and things as may be necessary, proper or expedient to give effect to this resolution.”

Place: Bangalore By order of the Board Date: 16th May, 2017 For BCV Developers Private Limited

Sd/- Veerabhadra M Khanure Company Secretary Registered Office 29th Floor, World Trade Center Brigade Gateway Campus, 26/1, Dr. Rajkumar Road Malleswaram-Rajajinagar Bangalore - 560055 NOTES: a) A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A

PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND THE PROXY NEED NOT BE A MEMBER.

b) Proxies in order to be effective must be received at the Registered Office of the Company not less than forty eight hours before this Annual General Meeting.

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STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013:

Item No: 4

The provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 mandates the Company to get its cost records audited every year. The Board of Directors have appointed M/s. GNV & Associates, Cost Accountants (Firm Registration No: 000150) as the Cost Auditors of the Company for the financial year 2016-17 at a remuneration of Rs.1,00,000/- (Rupees One Lakh Only) apart from applicable taxes and out of pocket expenses, if any, for the financial year 2016-17. Ratification of remuneration payable to cost auditors needs to be done by the shareholders of the Company in terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. Due to which consent of the members is sought for ratification of the remuneration payable to the Cost Auditors for the financial year 2016-17. None of the Promoters, Directors, Key Managerial Personnel or their relatives are interested, financial or otherwise, if any in the Resolution No. 4 of the accompanying Notice except to the extent of their Shareholding, if any in the Company. The Board recommends the Ordinary Resolution set out at Item No.4 of the Notice for approval by the Shareholders.

Place: Bangalore By order of the Board Date: 16th May, 2017 For BCV Developers Private Limited

Sd/- Veerabhadra M Khanure Company Secretary Registered Office 29th Floor, World Trade Center Brigade Gateway Campus, 26/1, Dr. Rajkumar Road Malleswaram-Rajajinagar Bangalore - 560055

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BCV DEVELOPERS PRIVATE LIMITED

CIN: U45201KA2008PTC045861

Regd. Off. : 29th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, Malleswaram-Rajajinagar, Bangalore 560 055

Ninth Annual General Meeting on 20th September, 2017 at 4.00 p.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 Ninth Annual General Meeting of the Company being held on Wednesday, 20th September, 2017 at 4.00. p.m. at the Board Room, 30th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, Malleswaram-Rajajinagar, Bangalore - 560 055

___________________________ ______________________ Name of the Member/Proxy Signature of Member / Proxy (in Block Letters )

Notes: A member/proxy wishing to attend the meeting must fill 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 Office atleast 48 hours before the meeting.

------------------------------------------------------------------------------------------------------------------------ BCV DEVELOPERS PRIVATE LIMITED

CIN: U45201KA2008PTC045861

Regd. Off. : 29th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, Malleswaram-Rajajinagar, Bangalore 560 055

Ninth Annual General Meeting – 20th September, 2017 at 4.00 p.m.

PROXY FORM CLID/ Folio No. : DPID. : No. of Shares held : I/ We _______________of ______________ in the district of ___________ being Member(s) of BCV Developers Private 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 Ninth Annual General Meeting of the Company to be held on Wednesday, 20th September, 2017 at 4.00 p.m. at the Board Room, 30th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, Malleswaram-Rajajinagar, Bangalore- 560 055 and at any adjournment thereof. ___________________________ ______________________ Name of the Member/Proxy Signature of Member / Proxy (in Block Letters )

Notes: This proxy form duly completed must be received at the Company’s Registered Office at least 48 hours before the meeting.

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Route Map to the Ninth Annual General Meeting

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BOARD’S REPORT Dear Members We have pleasure in presenting the Ninth Annual Report on business and operations of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2017. FINANCIAL HIGHLIGHTS:

(Rs. in Lakhs) Particulars 2016-17 2015-16

Turnover 15,825.93 19,395.01 Total Expenses 14,219.82 20,146.43 Profit before Tax 1,606.11 (751.42) Less: Tax Expense 640.05 (286.72) Net Profit/Loss after Tax 966.06 (464.71) Other Comprehensive Income - - Total Comprehensive Income 966.06 (464.71) Balance in Profit & Loss Account brought forward from previous year

(5,737.92) (4,487.80)

Add: Surplus/(Deficit) transferred to pursuant to Merger: BCV Estates Private Limited CV Properties (Bangalore) Private Limited

- -

(11.93) (14.17)

IndAS Adjustments: Add: Reserves Transferred pursuant to Merger BCV Estates Private Limited CV Properties (Bangalore) Private Limited

- -

(538.64) (220.68)

Balance carried to Balance Sheet (4,771.87) (5,737.92) FINANCIAL OVERVIEW AND OPERATIONS:

Your Company posted a turnover of Rs. 15,825.93 Lakhs as against Rs. 19,395.01 Lakh during the previous year, a decrease by 18.40%. The net profit after tax was at Rs.966.06 Lakhs as against Net loss of Rs.464.71 Lakhs during the previous year. Total Comprehensive Income was at Rs.966.06 Lakhs as against Total Comprehensive loss of Rs.464.71 Lakhs for the previous year. Your Company is developing the first smart township project in Bangalore known as “Brigade Orchards” at Devenahalli. The project will have a development of over 6 million square foot offers Luxury Villas, Luxury Apartments, Value Plus Apartments, Retirement Homes & assisted living facilities for senior citizens, School, Club, Stadium, Clinic, Commercial & Retail Space, etc.

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The year under review saw some significant developments which are listed below:

The sales volume in Villas, and the apartment blocks at Aspen, Banyan, Cedar, Deodar & Parkside were encouraging. Handing over in some apartment blocks had commenced. Good number of registration in the apartment blocks have been completed and some families have started living there.

The Juniper apartment block was in prelaunch stage and approval has been received from Panchayat.

The Signature Club Resorts started its operations and has seen good demand. The Family Doctors Clinic & Pharmacy to started its operations. Sales Lounge, Arcade (retail space) and the School are in final stages of approval process

and construction will commence shortly on receipt of final set of approvals from authorities.

The major set of approvals for various components in the Township has been obtained. Additional converted land to the extent of 3 acres and 18 guntas bearing survey no.

398/1A2 apart from survey no. 16/2, measuring 1 acres 0.5 guntas and survey no. 414, measuring 2 acres 17 guntas in and around the project have been acquired for further development.

Brigade Orchards has been awarded as amongst India’s Top 3 Smart Private Townships at the Businessworld Smart Cities Conclave & Awards, New Delhi. This is a testimonial to the efficient & effective design of the project, the technology used, quality of construction and the various components forming part of the project.

FUTURE OUTLOOK Brigade Orchards project will be the most integrated smart township project in Bangalore with lot of open spaces in the project spread over 130 acres. The construction is taking place at a rapid phase and handing over of the some of the blocks will take place in the next financial year. The sanction plans for new blocks will be received and construction will commence in these blocks. The future looks exciting as a combination of handover as well as construction of new blocks will commence.

HOLDING / SUBSIDIARIES AND ASSOCIATES: The Company is subsidiary of Brigade Enterprises Limited and there are no subsidiaries/ associates. TRANSFER TO RESERVES: An amount of Rs.966.06 Lakhs has been transferred out of the current year’s profits to General Reserves. DIVIDEND: Directors have not recommended any dividend for the year.

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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: There has been no change in the Share Capital of the Company during the year. 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 6 non-executive Directors of which 2 are independent directors. The composition of the Board of Directors is in due compliance of the Companies Act, 2013. 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 (DIN: 00191267) Director 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. 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

3rd May, 2016 6 (Six) 5 (Five) 22nd July, 2016 6 (Six) 5 (Five) 25th October, 2016 6 (Six) 5 (Five) 24th January, 2017 6 (Six) 5 (Five) 30th March, 2017 6 (Six) 4 (Four)

ATTENDANCE OF DIRECTORS AT BOARD MEETINGS AND ANNUAL GENERAL MEETING: The Board of Directors of the Company have attended the Board & Annual General Meetings as per the following details:

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Name of Directors Board Meetings attended in the financial year 2016-17

Attendance in the 8th Annual General Meeting held on 30th August,2016

Mr. M.R. Jaishankar 5 (Five) Yes Mr. P.V. Maiya 2 (Two) Yes Mr. D.M. Purnesh 3 (Three) Yes Mr. Ratan Lath 5 (Five) Yes Mr. Roshin Mathew 5 (Five) Yes Mr. Mohan Parvatikar 4 (Four) Yes

AUDIT COMMITTEE: The Audit Committee of the Company comprises of the following members as on 31st March, 2017:

1. Mr. D. M. Purnesh - Chairman 2. Mr. Ratan B Lath - Member 3. Mr. M.R. Jaishankar - Member 4. Mr. Roshin Mathew - Member 5. Mr. Mohan Parvatikar - Member

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE: A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with the provisions of Section 135 of the Companies Act, 2013. The Corporate Social Responsibility (CSR) Committee comprises of the following members as on 31st March, 2017.

1. Mr. M.R. Jaishankar - Chairman 2. Mr. D.M. Purnesh - Member 3. Mr. Mohan Parvatikar - Member

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. The Company has adopted the provisions of the Companies Act, 2013 relating to the appointment and tenure of Independent Directors. The Company’s Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel is contained in Annexure-1. DIRECTORS’ RESPONSIBILTY STATEMENT: The Board of Directors hereby confirms that:

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a) in the preparation of the annual financial statements for the year ended 31st March, 2017,

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 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.

KEY MANAGERIAL PERSONNEL:

Mr. Amar Mysore, Manager, Mr. Vignesh Mohan, Chief Financial Officer and Mr. Veerabhadra Khanure, Company Secretary of the Company are the Key Managerial Personnel in accordance with the provisions of Section 203 of the Companies Act, 2013. There has been no change in the key managerial personnel during the year. PARTICULARS OF EMPLOYEES: There are no employees who are in receipt of remuneration in excess of the limits prescribed under Section 134 of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the year. STATUTORY AUDITORS: The members of the Company at the Seventh Annual General Meeting held on 23rd September, 2015 approved the appointment of M/s. N. C. S Raghavan & Co, Chartered Accountants (Firm Registration No.07335S), Statutory Auditors of the Company for a period of 5 years till the conclusion of Twelfth 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 Ninth Annual General Meeting. Members may ratify the appointment of M/s. N. C. S Raghavan & Co, Chartered Accountants as the Statutory Auditors of the Company for the financial years 2017-18.

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There are no qualifications or adverse remarks in the Statutory Auditors’ Report for the financial statements for the year ended 31st March, 2017 which require any explanation from the Board of Directors. COST AUDITORS: The Board of Directors of the Company have appointed M/s GNV & Associates, Cost Accountants (Firm Regn No. 000150) as Cost Auditors of the Company for the financial year 2016–17 at a fee of Rs.1.00 lakhs plus applicable taxes and out of pocket expenses subject to the ratification of the said fees by the Shareholders at the ensuing Annual General Meeting of the Company pursuant to provisions of Section 148 of the Companies Act. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: Details of the loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies act, 2013 are given in the notes to the financial statements. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: The related party transactions entered during the financial year 2016-17 is detailed in Notes to Accounts of the financial Statements and which are carried at arms length basis and in 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 2016-17 in Form No. MGT-9 is appended as Annexure-3 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 ORDERS: During the financial year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in the future. INTERNAL FINANCIAL CONTROL SYSTEM: The Company has adequate internal financial control systems in place with reference to the financial statements. During the year under review, these controls were evaluated and no significant weakness was identified either in the design or operation of the controls.

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RISK MANAGEMENT: The Board of Directors and Audit Committee have been entrusted with the responsibility for establishing policies to monitor and evaluate risk management systems of the Company. As a part of their scope the Badari, Madhusudhan & Srinivasan, Chartered Accountants, Internal Auditors of the Company undertake the evaluation of processes in different departments/units of the Company and the same is presented to the Audit Committee/ Board of Directors on a quarterly basis. The business risks identified are reviewed by the Audit Committee and a detailed action plan to mitigate identified risks is drawn up and its implementation monitored. The key risks and mitigation actions will also be placed before the Board of Directors of the Company on a periodic basis. CORPORATE SOCIAL RESPONSIBILITY: A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with the provisions of Section 135 of the Companies Act, 2013. The disclosures as required under Section 135 of the Companies Act, 2013 read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure-2 to this Report. The Company has to contribute Rs. 98,82,821/- towards CSR for the financial year 2016-17 which has not been spent. The project being developed by the Company is a township project and the corpus towards CSR will be accumulated for a corpus so that a meaningful long term sustainable spend towards CSR will be done by the Company. Brigade Enterprises, Holding Company has spent Rs. 4,80,00,000/- towards CSR for the financial year 2016-17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: A. CONSERVATION OF ENERGY: The Company has limited scope for energy conservation. Emphasis is being laid on employing techniques which result in conservation of energy. At work place, emphasis is more on installation of energy efficient lights and using natural light to a maximum extent. B. TECHNOLOGY ABSORPTION: NIL C. FOREIGN EXCHANGE EARNINGS AND OUTGO: The details of Foreign Exchange earning / Outgo is given below:

(Amount in Lakhs)

Particulars 2016-17 2015-2016

Foreign Exchange Earnings Income from Property Development 81.50 57.57 Income from Hospitality Services 0.45 -

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Foreign Exchange Outflow Legal & Professional Fees - 3.18 Advertisement & Sales Promotion 3.89 - Brokerage & Discounts - 76.22 Employee benefits expense 0.29 - Others - 4.66

HUMAN RESOURCES: Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes, your Company has currently 102 employees. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement. Brigade Enterprises Limited, the Holding Company has framed a policy for Prevention of Sexual Harassment in the organization. The policy is applicable for all Companies in the Group. The “Complaints Redressal Committee” for prevention and redressal of complaints on sexual harassment of women at work place in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and relevant rules thereunder. During the period under review, there were no such instances reported in the Company. 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 BCV Developers Private Limited

Sd/- Sd/- Place: Bangalore M. R. Jaishankar Roshin Mathew Date: 16th May, 2017 Director Director DIN: 00191267 DIN: 00673926

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ANNEXURE-1

Remuneration policy for Directors, Key Managerial Personnel and Senior Management

Personnel

1) PREAMBLE Brigade Group strives to ensure the highest levels of integrity, quality and service in its business. The observance of highest standards & levels of transparency, accuracy, accountability and reliability on the organisation cascades from the Board of Directors across various business units/segments. BCV Developers Private Limited is committed to ensure that remuneration commensurate with the role and responsibilities is paid to the directors, key managerial personnel and senior management personnel. The remuneration policy for directors, key managerial personnel and senior management personnel has been formulated in accordance with the requirements of the Companies Act, 2013 The key objectives of the remuneration policy are as follows: To achieve a performance-driven work culture that generates organisational growth To attract, retain, motivate the best talent, to run the business efficiently and effectively To provide clear focus and measurement on key objectives with a meaningful link to rewards �

2) DEFINITIONS:

a. Director: Director means a person who has been inducted on the Board of BCV Developers Private Limited.

b. Executive Director means the Directors who are in wholetime employment of the Company

viz. Managing Director and Wholetime Director. c. Non- Executive Director means Directors who are not in wholetime employment of the

Company. d. Independent Directors means Directors appointed in accordance with Section 2(47), 149 of

the Companies Act, 2013. e. Key Managerial Personnel means –

the Chief Executive Officer or Managing Director or Wholetime Director or Manager Chief Financial Officer Company Secretary Such other person as may be prescribed under the Companies Act, 2013.

f. Senior Management Personnel means employees who are on level below the Board of Directors apart from Key Managerial Personnel.

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g. Nomination and Remuneration Committee means the Committee constituted pursuant to the provisions of Section 178 of the Companies Act, 2013.

3) POLICY SCOPE

The remuneration policy is the guiding principle on the basis of which the Nomination and Remuneration Committee will recommend to the Board of Directors the remuneration payable to Directors, Key Managerial Personnel and Senior Managerial Personnel.

4) REMUNERATION TO EXECUTIVE DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT PERSONNEL The Nomination and Remuneration Committee recommends the remuneration payable to the Executive Directors based on which the Board of Directors of the Company fix the remuneration of the Executive Directors within the limits approved by the shareholders. The Nomination and Remuneration Committee will recommend the remuneration payable to Key Managerial Personnel based on which the Board of Directors will fix the remuneration. In case of any Key Managerial Personnel on the Board then the remuneration fixed should be within the limits approved by the shareholders. The remuneration structure for Executive Directors, Key Managerial Personnel and Senior Management Personnel shall consist of the following components: Basic Pay Perquisites and Allowances Employee Stock Options (ESOP only for Key Managerial Personnel & Senior Management Personnel who are not on the Board) Variable Pay (Applicable only for Key Managerial Personnel & Senior Management Personnel who are not on the Board) Retiral Benefits The remuneration of Executive Directors, Key Managerial Personnel and Senior Management Personnel are fixed by the Board based on the recommendation of the Nomination and Remuneration Committee on basis of individual’s qualification, experience, expertise, core competencies, job profile, positive attributes and industry standards. As regards to the Key Managerial Personnel who are not on the Board variable pay will be based on a weighted average factor of individual performance, department performance and Company’s performance.

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5) REMUNERATION TO NON-EXECUTIVE DIRECTORS Non- Executive Directors are entitled to sitting fees for attending the meetings of the Board and Committees.

6) REMUNERATION PAYABLE TO OTHER EMPLOYEES Employees are assigned bands based on a grading structure. The assignment of a particular band is dependent on their educational qualification, work experience, skill sets, competencies and the role & responsibilities they will be discharging in the Company. Individual remuneration is based on various factors as listed above apart from industry standards. ***************************

  

Annexure 2 CSR Initiatives undertaken by the Company during the financial year 2016-17

1. Brief outline of Company’s CSR Policy including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR Policy and projects or programs:

The Company has in place a Corporate Social Responsibility Committee which will monitor the CSR Policy in accordance with Section 135 of the Companies Act, 2013 and Corporate Social Responsibility (CSR) Rules, 2014 together with Schedule VII of the Companies Act, 2013. Activities of CSR Committee includes the following:

i) Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water;

ii) Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects;

iii) promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

iv) ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water;

v) Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries: promotion and development of traditional arts and handicrafts;

vi) Measures for the benefit of armed forces veterans, war widows and their dependents;

vii) Training to promote rural sports, nationally recognised sports, Paralympic sports and Olympic sports;

viii) Contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women;

ix) Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;

x) Rural development projects.

2. The composition of the CSR Committee: The Composition of the CSR Committee is as follows: SI No. Name of the Committee Members Designation

1 Mr. M.R. Jaishankar Chairman 2 Mr. D.M. Purnesh Member 3 Mr. Mohan Parvatikar Member

3. Average Net Profit of the company for last three financial years: Financial Year Net Profit

(Loss) Before Tax

(in Rs.) 2015-16 11,80,00,3512014-15 (6,49,46,282)2013-14 (2,34,05,606)Average Profit of 3 years 98,82,821

4. Prescribed CSR Expenditure (two percent of the amount as in item No.3 above): 2% of the average Net Profit is Rs. 1,97,656/-

5. Details of CSR spent during the financial year: a. total amount to be spent for the financial year: Nil. However, Brigade Enterprises

Limited, holding company has spent Rs. 4,80,00,000/- b. amount unspent: Nil c. manner in which the amount spent during the financial year: The Brigade Enterprises

Limited being the Holding Company has spent the amount towards CSR activities.

(1) (2) (3) (4) (5) (6) (7) (8)SI No.

CSR project or activity identified

Sector in

which the

Projects or programs (1) Local area or other (2)

Amount outlay (budget) project or programs wise

Amount spent on the projects or

Cumulative expenditure upto to the reporting

period.

Amount spent: Direct or through implementing

Project is

covered

Specify the State and district where projects or programs was undertaken

programs Sub-heads: (1) Direct expenditure on projects or programs. (2) Overheads:

agency

Nil - Nil - - - -

6. In case the Company fails to spend the 2% of the Average Net Profit (INR) of the last 3 financial years, the reasons for not spending the amount shall be stated in the Board report. During the financial year 2015-16, Brigade Enterprises Limited being the holding company of BCV Developers Private Limited has spent a total amount of Rs. 4,80,00,000/- towards CSR activities which is above the statutory limits specified under the Companies Act, 2013 and the Rules made thereunder. Your Directors are in the process of firming up a long term sustainable CSR spend in the ensuing years which will have better positive impact on the society.

7. Responsibility statement, of the CSR Committee, that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company duly signed by Director and Chairperson of the CSR Committee.

The CSR Committee ensures that the implementation and monitoring of CSR policy is in compliance with the CSR objectives and Policy of the Company.

* * * * * * * * * * * * * * * * * * * * * * * * * * * *

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

129,99,000 129,99,000 45.61% 142,49,000 142,49,000 49.99% 9.61%

- - 0.00% - - 0.00% 0.00%

- - 0.00% - - 0.00% 0.00%

155,01,000 155,01,000 54.39% 142,51,000 142,51,000 50.01% -8.06%

- - 0.00% - - 0.00%

- - 0.00% - - 0.00% 0.00%

285,00,000 285,00,000 100.00% 285,00,000 285,00,000 100.00% 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%

- 285,00,000 285,00,000 100.00% - 285,00,000 285,00,000 100.00% 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%

Registration Date

Name of the Company

Category of Shareholders

No. of Shares held at the beginning of the year

S. No. Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company

Real Estate 681 100%

% of Shares held

50.01

CIN/GLNBrigade Enterprises Limited

29th & 30thFlr,World Trade Center,26/1,Brigade Gateway, Dr. Rajkumar Road, Malleswaram-Rajajinagar, Bangalore-

560 055

ANNEXURE-3

III.     PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

As on financial year ended on 31.03.2017Pursuant 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

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 055Tel: +91 8041379200Email: omprakash@brigadegroup.com

No

NA

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

0.00%

Holding /Subsidiary/Associate

L85110KA1995PLC019126 Holding Company

-

IV. SHAREHOLDING PATTERN

e) Banks / FI

d) Bodies Corp.

c) State Govt(s)

b) Central Govt

a) Individual/ HUF

(1) Indian

A. Promoters

d) State Govt(s)

e) Venture Capital Funds

f) Insurance Companies

c) Central Govt

b) Banks / FI

a) Mutual Funds

1. Institutions

B. Public Sh h ldi

U45201KA2008PTC045861

1st April, 2008

BCV Developers Private Limited

a) NRI Individuals

(2) Foreign

Sub Total (A) (1)

f) Any other

TOTAL (A)

Sub Total (A) (2)

d) Any other

c) Bodies Corp.

b) Other Individuals

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% - - - 0.00% 0.00%

- 285,00,000 285,00,000 100.00% - 285,00,000 285,00,000 100.00% 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 14251000 50.01% - 14251000 50.01% - 0.00%

2 3519000 12.35% - 3519000 12.35% - 0.00%

3 2937500 10.31% - 3562500 12.50% - 2.19%

4 2937500 10.31% - 3562500 12.50% - 2.19%

5 1077549 3.78% - 833299 2.92% - -0.85%

6 802238 2.81% - 802238 2.81% - 0.00%

7 593576 2.08% - 593576 2.08% - 0.00%

8 489281 1.72% - 489281 1.72% - 0.00%

9 489706 1.72% - 489706 1.72% - 0.00%

10 42550 0.15% - 42550 0.15% - 0.00%

11 110100 0.39% - 354350 1.24% - 0.85%

12 1250000 4.38% - ‐ 0.00% - -4.38%

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

01.04.2016100.00%

0.00%

31.03.2017 100.00% 100.00%

- 0.00%

SN Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year

0.00%

285,00,000 285,00,000

Mr. D.S. Shravan Tejas

Mr. D.S. Abhinand

285,00,000

Valmark Estates Private Limited

Mr. D.M Purnesh

Mr. Naveen T V

At the beginning of the year

Mr. D. M. Shankar

Ms. Manjula Reddy

Mr. Ratan B. Lath

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

% change in shareholding during the

year

Brigade Enterprises Ltd.

Mrs. Anitha Purnesh

Mr. Tejraj Gulecha

- 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%

Foreign Bodies - D R

Sub-total (B)(2):-

Total Public (B)

Grand Total (A+B+C)

0.00%

b) Individuals

i) Others (specify)

Sub-total (B)(1):-

2. Non-Institutions

i) Indian

ii) Overseas

- 0.00% 0.00%

Directors

Employees

HUF

h) Foreign Venture Capital Funds

Non Resident Indians

c) Others (specify)

a) Bodies Corp.

Overseas CorporateBodiesForeign Nationals

Clearing Members

Trusts

- 0.00%

Mrs. Saraswathamma

0.00%

(iv) Shareholding Pattern of top ten Shareholders : NIL

(v) Shareholding of Directors and Key Managerial Personnel

1

01.04.2016 10.31%

30.03.2017 Transfer 2.19%

31.03.2017 12.50% 12.50%

2

01.04.2016 0.15% 0.00%

0.15% 0.00%

31.03.2017 0.15% 0.15%

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

SN. Total Amount

(Rs/Lac)

-

2 -

3 - -

--

5 -

31.65

B. Remuneration to other Directors:SN. Total Amount

(Rs/Lac)

2.00 - -

31.65

-

31.65

- -- -

-

-

-

-Others, please specify

Total (A)

Overall Ceiling as per the Act

Commission -

- -

31.65

- -

Name of MD/WTD/ ManagerParticulars of Remuneration

Name

Designation

Gross salary

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

1(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

-4

- others, specify

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

Stock Option

Sweat Equity

Commission- as % of profit

-

10,820.46 35,688.73 -

(4,078.25)

35,688.73

-

2,382.70

-

6,460.95

(4,078.25) - -

46,509.19 35,688.73

-

- 44,126.49

SN Shareholding of each Directors and each Key Managerial Personnel

35,688.73

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

- 44,126.49

35,62,500 35,62,500

Shareholding at the beginning of the year

Particulars

8,437.76

10,820.46

* Addition

* Reduction

Net Change

i) Principal Amount

Total (i+ii+iii)

Change in Indebtedness during the financial year

8,437.76

At the beginning of the year

Mr. D.M Purnesh

Mr. Ratan B. Lath

ii) Interest due but not paid

Total (i+ii+iii)

Indebtedness at the end of the financial year

- - - -

- 2,382.70

Cumulative Shareholding during the year

No. of shares % of total shares No. of shares % of total shares

6,25,000

Date Reason

At the end of the year

6,460.95

46,509.19

iii) Interest accrued but not due

- - - -

- -

(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

29,37,500

42,550 At the beginning of the year

Changes during the year

(Other than Directors, Promoters and Holders of GDRs and ADRs)

42,550 42,550

Changes during the year -

At the end of the year

-Others, please specify - - -

Independent DirectorsFee for attending board committee meetings 0.60 1.40

1

P V Maiya

Particulars of Remuneration Name of Directors

Mohan Parvatikar

Amar Mysore

Manager

2.00 - - - -

-

2.00

-

-

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD:SN. Total Amount

(Rs/Lac)

Gross salary

-

2 Stock Option -

3 Sweat Equity - Commission - - as % of profit - - others, specify -

5 Others, please specify - Total 16.03

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL

Penalty

Punishment

Compounding

Penalty

Punishment

Compounding

PenaltyPunishment

Compounding

Veerabhadra M Khanure

Company Secretary

Appeal made, if any (give Details)Type Section of the Companies Act

Brief Description Details of Penalty / Punishment/ Compounding

fees imposed

Authority [RD / NCLT/ COURT]

A. COMPANY

B. DIRECTORS

C. OTHER OFFICERS IN DEFAULT

Total (1) 0.60 1.40 -

Others, please specify - - -Total (2) - - -

Other Non-Executive Directors - - -Fee for attending board committee meetings - - -Commission - - -

4

1

Designation

2

CFO

Particulars of Remuneration Name of Key Managerial Personnel

Name Vignesh M

Total (B)=(1+2) 0.60 1.40 - Total Managerial Remuneration

Overall Ceiling as per the Act

4.33 11.70

4.33 16.03

(b) Value of perquisites u/s 17(2) Income-tax Act,1961(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 -

(a) Salary as per provisions contained in section17(1) of the Income-tax Act, 1961 11.70