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The Annual Report 2010-11 - Brigade Group

The Annual Report 2010-11 - Brigade Group

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ANNUAL REPORT<strong>2010</strong>-<strong>11</strong>


<strong>The</strong> Board of DirectorsMr M. R. JaishankarChairman & Managing DirectorDr Anumolu RamakrishnaAdditional DirectorMs Githa ShankarWholetime DirectorMr P. V. MaiyaIndependent DirectorMr M. R. GurumurthyNon-Executive DirectorMr M. R. ShivramNon-Executive DirectorMr P. M. ThampiIndependent DirectorDr K. R. S. MurthyIndependent DirectorCOMPANY SECRETARYMr P. Om PrakashPRINCIPAL BANKERSCorporation BankState Bank of IndiaSTATUTORY AUDITORSM/s Narayanan, Patil & RameshChartered Accountants54/1, 1st Main RoadSeshadripuram, Bangalore 560 020INTERNAL AUDITORSGrant ThorntonWings, First Floor, 16/1Cambridge Road, HalasuruBengaluru 560 008, IndiaEQUITY SHARES LISTED ATNational Stock Exchange of India Ltd (NSE)Bombay Stock Exchange Ltd (BSE)REGISTRAR & SHARE TRANSFER AGENTSKarvy Computershare Private LimitedPlot Nos. 17 to 24 Vittalrao Nagar,Madhapur, Hyderabad 500 081Telephone No.:+91-40-2342 0815 to 24Fax No.: +91-40-2342 0814E-mail: svraju@karvy.comREGISTERED OFFICEPenthouse, <strong>Brigade</strong> Towers,135, <strong>Brigade</strong> Road, Bangalore 560 025E-mail: investors@brigadegroup.comCORPORATE OFFICEHulkul <strong>Brigade</strong> Centre, 3rd FloorLavelle Road, Bangalore 560 001Telephone No.: +91-80-4137 9200Fax No.: +91-80-2221 0784www.brigadegroup.comContentsAGM Notice 5 ● Directors’ <strong>Report</strong> 10 ● Corporate Governance <strong>Report</strong> 18 ● Auditors’ <strong>Report</strong> 27 ● Balance Sheet 30Profit and Loss Account 31 ● Cash Flow Statement 32 ● Schedules forming part of Balance Sheet 34 ● Schedules forming partof Profit and Loss Account 39 ● Schedule for Notes to Accounts 41 ● Balance Sheet Abstract and Company’s General BusinessProfile 50 ● Consolidated Financial Statements 53Front cover Artist’s Impression: Sheraton Bangalore Hotel at <strong>Brigade</strong> Gateway. WTC Bangalore is to the right. Sky-bridge leads to Orion Mall


Look Ahead and Plan for the FutureCMD’s Message ...<strong>The</strong> highlight of the financial year is completionof most projects in progress for the lastfew years, and taking initiative to launch, inphases, projects exceeding 30 million sft (withan economic interest exceeding 22 million sft.).While at present your company has operationsonly in 2 cities—Bangalore and Mysore, theyear 20<strong>11</strong>-12 will see us entering 5 new markets—Chennai, Kochi, Hyderabad, Chikmagalurand Mangalore. We can derive great satisfactionwith the completion of our major integratedenclaves—<strong>Brigade</strong> Gateway and <strong>Brigade</strong>Metropolis. Sheraton Bangalore Hotel hasbecome operational; so also Summit officebuilding @ <strong>Brigade</strong> Metropolis and WTC Bangalore @ <strong>Brigade</strong>Gateway. With the completion of Orion Mall in this financial year,the <strong>Brigade</strong> Gateway project would be totally complete.Your company has received a number of accolades this year –• Economic Times in association with Great Places to WorkInstitute, has ranked <strong>Brigade</strong> <strong>Group</strong> as the 2nd best placeto work among all real estate companies in India, and 88thamong all companies across sectors.• CNBC Awaaz-CRISIL-CREDAI awarded <strong>Brigade</strong> Metropolisas the ‘Best Residential Project in South India’ for the year<strong>2010</strong>;• Our WTC building was awarded as the ‘Best CommercialProject of the year <strong>2010</strong>’ in the country by Property World;• Construction World Jury has recognized us for the 5thconsecutive year as one amongst the ‘Top 10 Builders’ in thecountry based on a perception survey.Although your company is in its 16th yearof operation, we approach completion of 25years from the time the <strong>Group</strong> was foundedin October 1986 as a partnership concern. Thisnecessitated us to look within to identify thecore values of the group. After an elaborateexercise, the Vision, Mission and Core Values ofthe <strong>Group</strong> were finalised to help the companyplan for the future.While India’s long-term growth story isintact, in the immediate term, lack of governanceleading to high inflation and highinterest rates is certainly a cause for concern.Economy is moving 2 steps forward and 1step backward, resulting in uncertainties. Apart from this, thecontinuous shortage of labour in the construction sector will havea debilitating effect on project schedules.South Indian States’ construction activity is sustained onlydue to the availability of migrant labour from Bihar, Uttar Pradeshand West Bengal. If economic development in these states pick up,which is likely with leaders like Nitesh Kumar, the constructionactivity in Southern India can get severely affected. So, the timehas come for more mechanization and adopting precast technologyto execute large projects. Your company has already madeprogress on this front by employing world-renowned consultantsfor projects being launched.Your company understands the market dynamics and isgeared up to meet the challenges of launching over 30 million sftacross 7 cities in the immediate future.— M. R. Jaishankar, CMDOUR SHAREDVISIONTo be aWorld ClassOrganisation inour Products,Processes, Peopleand PerformanceOUR SHAREDMISSIONTo constantly endeavourto be the PreferredDeveloper of Residential,Commercial andHospitality spaces inthe markets in whichwe operate, withoutcompromising on ourCore Values, for the benefitof all our StakeholdersOUR CORE VALUESQuality&CustomerQC—FIRSTFair*Innovative*ResponsibleSocially*Trustworthy


BRIGADE PINNACLEBRIGADE ORCHARDS—PAVILION VILLASBRIGADE OMEGABRIGADE MEADOWS<strong>Brigade</strong> <strong>Group</strong>’s residentialport-folio has a wide-range, interms of location, price, scale,size and features. Designed for differentneeds and preferences of customers, ourresidential projects include value homes,high-end residences, mixed use enclavesand villas.We are the pioneers of the enclaveconcept in Bangalore. <strong>Brigade</strong> Millennium,<strong>Brigade</strong> Gardenia, <strong>Brigade</strong>Metropolis and <strong>Brigade</strong> Gateway haveset benchmarks and become landmarks.We continue to break new groundwith initiatives that promote sustainablehabitats and lifestyles. <strong>Brigade</strong> Exotica,for instance, complies with all the parametersrequired of a world-class GreenHome and is Gold Pre-certified from theIndian Green Building Council (IGBC). Weare designing value homes—no-compromise,affordable homes in different locationsacross Bangalore.We have projects across 7 cities inSouth India:BRIGADE’S CITIES• Ba n g a l o r e• Ch i k m a g a l u r• Ch e n n a i• Hy d e r a b a d• Ko c h i• Ma n g a l o r e• My s o r eBRIGADE EXOTICA—View of patio from living ROOMBRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 3


B R I G A D E C O M M E R C I A L — O F F I C E SIconic projects:changing Bangalore'sskyline andbusiness-scapeBRIGADE IRV CENTREBRIGADE RUBIXRECEPTION LOUNGE AT SUMMIT @ BRIGADE METROPOLISSEZ AT KOCHIOur very first venture was an officeproject: <strong>Brigade</strong> Towers. In its day, itwas the tallest building constructedby a private property developer in Bangalore.One of our most recent projects is the1.1 million sft office tower known as the“World Trade Center Bangalore”, in the<strong>Brigade</strong> Gateway integrated enclave. Itwas awarded the ‘Best Commercial Projectof the Year’ at the prestigious PropertyWorld Awards <strong>2010</strong>.We have emerged as a major developerof commercial properties. Ourcommercial portfolio includes offices,SEZs, state-of-the-art software facilitiesand malls. Currently, they add up to over 3million sft of commercial space.<strong>The</strong> fact that our offices make goodbusiness sense is reflected in our clientportfolio. We are proud to count amongour clients leading MNCs, IT companiesand professional services firms:• Am a z o n• Ca p g e m i n i• CISCO Sy s t e m s• Er n s t & Yo u n g• H&M• Int e l• KPMG• LG CNS Gl o b a l• Quintiles• Re g u s• Si e m e n s• Sta n d a r d Ch a r t e r e d• TATA El x s i• Vo l v o• Wi p r o GE Hea lt h c a r ea n d m o r e ...4FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


NoticeNotice is hereby given that the 16th <strong>Annual</strong> GeneralMeeting of <strong>Brigade</strong> Enterprises Limited will be held atMLR Convention Centre, No.9, 4th Cross Road, WhitefieldRoad, Mahadevapura, Bangalore 560 048 on Thursday,<strong>11</strong>th August, 20<strong>11</strong>, at 10.00 a.m. to transact the followingbusiness:ORDINARY BUSINESS1. To receive, consider and adopt the Audited BalanceSheet and Audited Profit & Loss Account for theFinancial Year ended 31st March, 20<strong>11</strong>, and the reportsof Directors and Auditors thereon.2. To declare Dividend.3. To appoint a Director in place of Mr M. R. Jaishankar,who retires by rotation and being eligible, offers himselffor re-appointment.4. To appoint a Director in place of Ms Githa Shankar, whoretires by rotation and being eligible, offers herself forre-appointment.5. To appoint Statutory Auditors of the Company forthe period commencing from the conclusion of thisMeeting until the conclusion of the next <strong>Annual</strong> GeneralMeeting, at a remuneration to be fixed by the Board ofDirectors in consultation with the Auditors.SPECIAL BUSINESS6) To consider and if thought fit, to pass, with or withoutmodification(s), the following resolution as a SpecialResolution:“RESOLVED THAT pursuant to the provisions of Section81(1A), and other applicable provisions, if any, of theCompanies Act, 1956 (“the Act”), the provisions contained inthe Securities and Exchange Board of India (Employee StockOption Scheme and Employee Stock Purchase Scheme)Guidelines, 1999 (the “SEBI Guidelines”) or any statutorymodification(s) or re-enactment of the Act or the SEBIGuidelines, the Articles of Association of the Company andthe Listing Agreements entered into by the Company withthe Stock Exchanges where the securities of the Companyare listed and subject to any applicable approval(s),permission(s) and sanction(s) as may be necessary andsubject to such condition(s) and modification(s) as may beprescribed or imposed while granting such approval(s),permission(s) and sanction(s), the approval and consent ofthe Company be and is hereby accorded to the Board ofDirectors (hereinafter referred to as “the Board” which termshall include the Compensation Committee or any otherCommittee of the Board), to introduce and implement a‘<strong>Brigade</strong> Employee Stock Option Plan 20<strong>11</strong>’ (‘ESOP 20<strong>11</strong>’or ‘the Scheme’ or ‘the Plan’), and to grant, offer, issue andallot in one or more tranches at any time to or to the benefitof such permanent employees of the Company and Directorsof the Company, whether Whole-time Directors or otherwise,as may be decided by the Board, Options under ESOP 20<strong>11</strong>exercisable or convertible into equity shares (hereinafterreferred to as ‘the securities’) of the Company not exceedingin the aggregate 5% of the issued, subscribed and paid-upcapital of the Company as on March 31, 20<strong>11</strong> i.e., up to56,12,600 equity shares of the Company (or such otheradjusted number of shares for any bonus, consolidation orother re-organisation of the capital structure of the Companyas may be applicable from time to time), at such prices andon such terms and conditions as may be fixed or determinedby the Board in accordance with the SEBI Guidelines or anyother applicable provisions as may be prevailing at that time.RESOLVED FURTHER THAT,a) the Board be and is hereby authorised to formulate,evolve, decide upon and bring into effect the schemeon such terms and conditions as contained in theExplanatory Statement to this Notice and to make anymodification(s), change(s), variation(s), alteration(s), orrevision(s) in the terms and conditions of the Schemefrom time to time including but not limited to amendmentswith respect to vesting period/schedule, exerciseprice/period, eligibility criteria or to suspend, withdraw,terminate or revise the Scheme;b) the securities may be allotted in accordance with thescheme either directly or through a trust which may beset up in any permissible manner and that the schememay also envisage for providing any financial assistanceto the trust to enable it to acquire, purchase orsubscribe to the securities of the Company;c) any new equity shares to be issued and allotted uponexercise of options from time to time under ESOP 20<strong>11</strong>shall rank pari passu inter-se in all respects with thethen existing equity shares of the Company;d) the Board be and is hereby authorised to take requisitesteps for listing of the securities allotted under ESOP20<strong>11</strong> on the Stock Exchanges where the securities ofthe Company are listed; ande) for the purpose of giving effect to this resolution,the Board be and is hereby authorised to do all suchacts, deeds, matters and things, as may be necessaryor expedient and to settle any questions, difficultiesor doubts that may arise in this regard at any stageincluding at the time of listing of securities withoutrequiring the Board to secure any further consent orapproval of the Members of the Company to the endand intent that they shall be deemed to have giventheir approval thereto expressly by the authority of thisresolution.”7) To consider and if thought fit, to pass, with or withoutmodification(s), the following resolution as a SpecialResolution:BRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 5


Notice“RESOLVED THAT the benefits of ESOP 20<strong>11</strong> proposedunder Resolution No. 6 contained in this Notice be extendedto the eligible employees of the subsidiaries of the companyon such terms and conditions as may be decided by theBoard.”Notes1. A MEMBER ENTITLED TO ATTEND AND VOTE ATTHE MEETING IS ENTITLED TO APPOINT A PROXYTO ATTEND AND VOTE INSTEAD OF HIMSELF ANDTHE PROXY NEED NOT BE A MEMBER OF THECOMPANY.2. Proxies, in order to be effective, must be received atthe Registered Office of the Company, not less than 48hours before the commencement of the Meeting.3. Explanatory Statement pursuant to Section 173(2) ofthe Companies Act, 1956, relating to Special Businessto be transacted at the meeting is annexed hereto andforms part of the Notice.4. <strong>The</strong> Register of Members and Share Transfer Bookswill be closed from Wednesday, 3rd August, 20<strong>11</strong> to<strong>11</strong>th August, 20<strong>11</strong> (both days inclusive).5. Members are requested to send all communicationsrelating to Shares to our Share Transfer Agents at thefollowing address:Karvy Computershare Private LimitedPlot Nos 17 to 24 Vittalrao Nagar, Madhapur,Hyderabad 500081Telephone No.: +91-40-2342 0815 to 24Fax No : +91-40-2342 0814Email: svraju@karvy.com6. Members are requested to send their queries in regardto the Accounts at least 10 days in advance to theregistered Office of the Company.7. Members / Proxies are requested to bring the attendanceslips duly filled in and their copies of the <strong>Annual</strong><strong>Report</strong> to the Meeting.8. In case of joint holders attending the meeting, only suchjoint holder who is higher in the order of names will beentitled to vote.9. Members holding shares in electronic form arerequested to intimate immediately any change in theiraddress or bank details to their depository Participantswith whom they are maintaining their demat accounts.Members holding shares in physical form are requestedto advise any change of address or bank detailsimmediately to our Registrars and Transfer Agent,M/s Karvy Computershare Private Limited.10. Members are requested to note that the dividends notencashed or claimed within seven years from the dateof transfer to the Unpaid Dividend Account, will as perSection 205A of the Companies Act, 1956, be transferredto the Investor Education and Protection Fund.<strong>11</strong>. <strong>The</strong> Ministry of Corporate Affairs (“Ministry”) has undertakena “Green Initiative in Corporate Governance” byallowing paperless compliances by companies throughelectronic mode and has issued circulars statingservice of notice / documents including <strong>Annual</strong> <strong>Report</strong>scan be sent via email to the members of the Companywith their consent. To support this green initiative,members are requested to register/ update their emailaddresses with their Depository Participants.Registered Office:Penthouse, <strong>Brigade</strong> Towers135, <strong>Brigade</strong> RoadBangalore 560 025Place: BangaloreDate: July 08, 20<strong>11</strong>By Order of the Boardfor <strong>Brigade</strong> Enterprises LimitedP. Om PrakashCompany Secretary6FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


Annexure to the NoticeExplanatory Statement pursuant to section 173(2) of theCompanies Act, 1956Agenda Item No. 6 & 7<strong>The</strong> exponential growth of the Company has, in largemeasure, been possible owing to the wholehearted support,commitment and teamwork of its personnel. <strong>The</strong> Companyhas been desirous of finding means to allow its personnel toparticipate in growth, through an appropriate mechanism.Stock options have long been recognised internationally,as an effective instrument, to align the interest of employeeswith those of the Company, and its shareholders, providean opportunity to employees to share in the growth of theCompany, and create long term wealth in the hands ofthe employees. Stock options create a common sense ofownership between the Company and its employees, pavingthe way for a unified approach to the common objective ofenhancing overall shareholder value. Stock options providefor tax-efficient, performance linked rewards to employees,and serve as an important means, to attract, retain andmotivate the best available talent for the Company. Fromthe Company’s perspective, stock options also provide anopportunity to optimize personnel costs, by allowing foran additional market-driven mechanism to attract, retain,compensate and reward employees.<strong>The</strong> Company proposes to introduce an Employee StockOption Plan (hereinafter referred to as the “ESOP 20<strong>11</strong>”) forthe benefit of permanent employees of the Company and itssubsidiary companies, its Directors, and such other persons/ entities as may be prescribed by Securities and ExchangeBoard of India (“SEBI”) from time to time, and in accordancewith the provisions of the prevailing regulations.In terms of the provisions of Section 81 of the Actwhere, it is proposed to increase the subscribed capital ofthe company by allotment of further shares, in whatsoevermanner, then such further shares shall be offered to thepersons who at the date of the offer are holders of the equityshares of the company in proportion as nearly as circumstancesadmit to the capital paid-up on those shares at thatdate, unless a special resolution to that effect is passed bythe company in general meeting in terms of Section 81(1A)of the Act.<strong>The</strong> following is the explanatory statement which setsout the various disclosures as required in terms of SEBIGuidelines.<strong>The</strong> salient features of the ESOP 20<strong>11</strong> are as under:1) Total number of options to be granted:<strong>The</strong> number of options to be granted under ESOP 20<strong>11</strong>shall not exceed 5% of the issued, subscribed andpaid-up equity shares of the Company as on 31 March20<strong>11</strong> i.e., up to 56,12,600 equity shares of Rs 10/- eachof the Company. In the event of any corporate action(s)viz. bonus, consolidation or other reorganisation of thecapital structure of the Company, number of options/shares to be issued shall undergo fair, reasonable andappropriate adjustments pursuant to SEBI Guidelines.Each option when exercise would be converted intoone equity share of Rs 10/- each fully paid-up.2) Creation of the Trust<strong>The</strong> Company may set up an Employee Welfare Trust(EWT) inter-alia for the implementation of the plan,administration of the plan, financing and holding theshares for the benefit of the eligible employees as wellas for funding the employees to exercise the options ofthe Company in accordance with the terms and conditionsof this plan.3) Compensation Committee3.1 <strong>The</strong> Compensation Committee shall formulate thedetailed terms and conditions of the Scheme, administerand supervise the same.3.2 Subject to the provisions of the Scheme & subject tothe approval of the relevant authorities, the CompensationCommittee shall inter alia:a) determine the number of options to be granted,to each employee and in the aggregate, and thetimes at which such grants shall be made.b) determine the eligible employee(s) to whomoptions will be granted.c) determine the performance criteria(s), if any for theeligible employees.d) lay down the conditions under which optionsvested in optionees may lapse in case of terminationof employment for misconduct etc.e) determine the exercise price which the optioneeshould pay to exercise the options..f) determine the exercise period within which theoptionee should exercise the options and thatoptions would lapse on failure to exercise thesame within the exercise period.g) specify the time period within which the optioneeshall exercise the vested options in the event oftermination or resignation of an optionee.h) lay down the procedure for making a fair andreasonable adjustment to the number of optionsand to the exercise price in case of rights issues,bonus issues and other corporate action.i) provide for the right of an optionee to exercise allthe options vested in him at one time or at variouspoints of time within the exercise period.j) lay down the method for satisfaction of any taxBRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 7


Annexure to the Noticeobligation arising in connection with the options orsuch shares.k) lay down the procedure for cashless exercise ofoptions, if any.l) provide for the grant, vesting and exercise ofoptions in case of employees who are on longleave or whose services have been seconded toany other Company or who have joined any othersubsidiary or other Company at the instance of theemployer Company.3.3 <strong>The</strong> Board may further provide that the CompensationCommittee shall exercise certain powers only afterconsultation with the Board and in such case the saidpowers shall be exercised accordingly.3.4 No member of the Compensation Committee shall bepersonally liable for any decision or action taken ingood faith with respect to the plan.3.5 A member of the Compensation Committee shallabstain from participating in and deciding any matterrelating to granting of any option to him.4) Identification of classes of employees entitled toparticipate in ESOP 20<strong>11</strong>:All permanent employees (including a director, whetherwhole-time or not) of the Company and its subsidiariesworking in India or outside India shall be eligible toparticipate in the plan. Provided however that personswho are “Promoters” or part of the “Promoter <strong>Group</strong>” asdefined in the SEBI Guidelines shall not be entitled toparticipate in the plan.5) Vesting of options:All options granted on any date shall vest in trancheswithin a period of 4 (Four) years from the date of grantof options as may be determined by the CompensationCommittee.<strong>The</strong> vesting dates in respect of the options grantedunder this plan shall be at the sole and absolutediscretion of the ESOP Committee and may vary froman employee to employee or any class thereof and/ orin respect of the number or percent of options grantedto an employee.Options eligible for vesting on the basis ofperformance parameters, if any, such percentage orsuch number of options as may be specified by theCompensation Committee in the option letter or anyof the other writing, having regard to the performanceof the optionee evaluated in accordance with suchperformance criteria as may be laid down by theCompensation Committee, shall vest in the optionee.6) Exercise price:Exercise price means the price of the share payable byan eligible employee exercising the option granted tohim pursuant to the plan as may be determined by theCompensation Committee.7) Exercise period:Exercise period in relation to an option means the timeperiod after vesting within which an employee shouldexercise his right to apply for a share against an optionvested in him pursuant to the plan.8) Terms and conditions of shares:All shares acquired under the plan will rank pari passuwith all other shares of the Company for the time beingin issue, save as regards any right attached to any suchshares by reference to a record date prior to the dateof allotment. Dividend in respect of shares allotted onexercise of the options shall be payable pro-rata fromthe date of allotment.Neither an Optionee, nor his successor in interest,shall have any of the rights of a shareholder of theCompany with respect to the Shares for which theOption is exercised until such Shares are allotted by theCompany.9) Restriction on transfer of options:An option shall not be transferable and shall beexercisable during exercise period only by suchoptionee or in case of death, by the legal heirs of thedeceased optionee. An option shall not be pledged,hypothecated, mortgaged or otherwise alienated in anyother manner except where required by the CompensationCommittee / EWT.10) Amendment or termination of Plan:<strong>The</strong> Board of Directors in its absolute discretion mayfrom time to time amend, alter or terminate the plan orany grant or the terms and conditions thereof, providedthat no amendment, alteration or termination in anygrant previously made may be carried out, which wouldimpair or prejudice the rights of the optionee without theconsent of the optionees.8FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


<strong>11</strong>) Tax deduction at source and tax recovery:<strong>The</strong> Company shall have the right to deduct alltaxes payable either by the Employee / Optionee, inconnection with all Grants / Options / Shares under thisPlan, by way of deduction at source from salary and inaddition to require any payments necessary to enable itto satisfy such obligations.<strong>The</strong> eligible employee will also as a condition of thePlan authorise the Company or its nominee to sell suchnumber of Shares as would be necessary to dischargethe obligation in respect of such taxes and appropriatethe proceeds thereof on behalf of the employee.Registered Office:Penthouse, <strong>Brigade</strong> Towers135, <strong>Brigade</strong> RoadBangalore 560 025Place: BangaloreDate: July 08, 20<strong>11</strong>By Order of the Boardfor <strong>Brigade</strong> Enterprises LimitedP. Om PrakashCompany SecretaryDetails of the Directors seeking re-appointment at the 16th <strong>Annual</strong> General Meeting (Pursuant to Clause 49 of theListing Agreement)Name of the Director Mr M. R. Jaishankar Ms Githa ShankarDate of Birth 22/04/1954 23/01/1954Age (in years) 57 57Date of Appointment 08/<strong>11</strong>/1995 08/<strong>11</strong>/1995QualificationBachelors in Scienceand Masters inBusiness AdministrationNo. of equity shares held in the Company 23045064 9373875Expertise in functional areasDirectorships held in other CompaniesHe has around 3 decades of richexperience in real estate industrya. <strong>Brigade</strong> Hospitality Services Ltdb. Mysore Holdings Pvt. Ltdc. <strong>Brigade</strong> Estates & Projects Pvt. Ltdd. <strong>Brigade</strong> Tetrarch Pvt. Ltde. <strong>Brigade</strong> Properties Pvt. Ltdf. <strong>Brigade</strong> Infrastructure & Power Pvt. Ltdg. BCV Developers Pvt. Ltdh. WTC Trades & Projects Pvt. Ltd.i. BCV Estates Pvt. Ltd.Committee positions held in other Companies NIL NILBachelors in Arts, Bachelors inLibrary Science and a Masters inBusiness AdministrationShe has over 3 decades of experiencein the fields of advertising, stock broking,insurance, education and real estatea. <strong>Brigade</strong> Hospitality Services Ltdb. <strong>Brigade</strong> Tetrarch Pvt. Ltdc. <strong>Brigade</strong> Estates & Projects Pvt. Ltdd. <strong>Brigade</strong> Properties Pvt. Ltde. Mysore Holdings Pvt. Ltdf. <strong>Brigade</strong> Infrastructure & Power Pvt. Ltdg. Tetrarch Equity Research &Analysis Pvt. LtdBRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 9


Directors’ <strong>Report</strong>To<strong>The</strong> Members,Your Directors have pleasure in presenting the sixteenth<strong>Annual</strong> <strong>Report</strong> on business and operations of the Companytogether with the Audited Statement of Accounts for thefinancial year ended 31st March, 20<strong>11</strong>.(Rupees in Lakhs)Particulars <strong>2010</strong>–<strong>11</strong> 2009–10Net Sales and other income 45,746.63 36,259.08Interest & other Finance charges 1,678.69 887.49Depreciation 1,726.58 1,791.03Profit before tax 12,258.67 4633.85Provision for taxation: CurrentDeferred2684.852446.87754.4323.75Net Profit after Tax 8,040.40 4,595.21Add : Prior year (expenses) / income 1,190.73 96.77Excess / Short provision – IT 2,716.97 (58.02)Less : Diminution in value ofinvestment20.54 <strong>11</strong>.66Profit available for appropriation <strong>11</strong>,927.56 4,622.30Earnings Per Share 10.63 4.12Dividend:<strong>The</strong> Board of Directors of the Company have recommendeda dividend of Rs. 1.50 (Rupees one and paise fifty only)(15%) per equity Share which is subject to the approval ofthe shareholders in the ensuing <strong>Annual</strong> General Meetingof the Company. <strong>The</strong> total payment on account of Dividend(including Dividend Tax) shall be Rs. 1963.43 lakhs. A sumof Rs 894.57lakhs has been transferred to the GeneralReserve.Share Capital:<strong>The</strong>re has been no changes in the share capital of theCompany during the year.Operational Review & Future:<strong>The</strong> financial year <strong>2010</strong>-<strong>11</strong> has been the year of unprecedentedevents viz. shaky European economy, mountingdebt in Greece, Portugal, Spain and even Italy which hadrippling effect across the globe. <strong>The</strong> inflation rates spirallingto double digits in India, coupled with interest rate hikes bythe Reserve Bank of India, has impacted the growth of theIndian Economy in general and the Real Estate sector inparticular.<strong>The</strong> performance of your Company has been encouragingdespite the above factors. <strong>The</strong> snapshot of the performanceduring the year is as follows:Integrated Enclaves<strong>Brigade</strong> Gateway:<strong>The</strong> Residential blocks aggregating to 1.85 million squarefeet have been completed during the year. <strong>Brigade</strong> Gatewayis the most integrated enclave in an urban centre anywherein the country. <strong>The</strong> total integration of the residential apartmentswith offices, retail, hotel, hospital, educational andrecreational facilities within the city, is unprecedented. <strong>The</strong>convenience of living in such an environment will truly be agreat experience.One of the most significant developments during the yearis securing the license to brand our office space in <strong>Brigade</strong>Gateway as World Trade Center Bangalore. This licenseis held by WTC Trades & Projects Private Limited, a whollyowned subsidiary of the Company. We join the elite groupof 29 to own WTC (World Trade Center) buildings worldwideand only the second in India. WTC is the most recognizedand sought-after business address anywhere in the world.WTC Bangalore is the tallest building in Bangalore (128meters) with many unique features, including—for the firsttime in Bangalore—an observation deck. It is designed toInternational A++ specifications and would be an iconiclandmark in the City’s skyline.WTC Bangalore would be operational in a few monthsand would be a proud and positive development for us andfor the city of Bangalore.<strong>The</strong> Orion Mall, aggregating to more than 8,00,000 sftwould be operational in the financial year 20<strong>11</strong>-12. YourCompany has already leased 75% of the total area.<strong>Brigade</strong> Metropolis:<strong>The</strong> residential blocks, aggregating to about 1.44 millionsft, have been completed during the year. We are happy andpleased to inform you that this project has won the award forthe best “Residential Property South” in the prestigiousCNBC AWAAZ CRISIL CREDAI Real Estate Awards <strong>2010</strong>held in Singapore in May, 20<strong>11</strong>. <strong>The</strong> Commercial space is onthe verge of completion.<strong>Brigade</strong> Palmsprings at J. P. Nagar, Bangalore, aggregatingto around 0.82 million square feet comprising 216apartments was completed during the year.Commercial:During the year the Company monetized the followingcommercial assets:‣¾ Hospital Building of 0.14 million sft located at <strong>Brigade</strong>Gateway Project at Malleswaram, Bangalore‣¾ <strong>Brigade</strong> Seshmahal aggregating to 0.02 million sftlocated at Basavangudi, Bangalore10FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


A total of 0.98 million sft of commercial space wasleased / sold during the yearHospitality Domain:‣ ¾ Sheraton Bangalore Hotel: <strong>The</strong> construction of the230 room Sheraton Bangalore at <strong>Brigade</strong> Gatewayhas been completed and the operations havecommenced during the year.‣ ¾ Grand Mercure: Grand Mercure (formerly known asMercure Homstead Residences) at Koramangala inBangalore owned by the Company and managed byAccor group has been breaking records in terms ofits performance.Special Economic Zones—<strong>The</strong> construction work atthe Special Economic Zone at Kochi would commenceshortly. <strong>The</strong> infrastructure works is being undertaken by theconcerned statutory authorities in the Special EconomicZone at Mangalore. We will commence construction oncompletion of the infrastructure works by the authorities.<strong>Brigade</strong> Value Homes—<strong>The</strong> first <strong>Brigade</strong> Value Homesproject “<strong>Brigade</strong> Meadows” will be launched in SouthBangalore. About 1.3 million sft will be launched as part ofphase 1 in the second quarter of the financial year 20<strong>11</strong>-12.<strong>The</strong> second project of <strong>Brigade</strong> Value Homes will belaunched in the North Bangalore in the financial year20<strong>11</strong>-12.Company has finalised the land and entered in to jointdevelopment agreement for <strong>Brigade</strong> Value Homes to belaunched in East Bangalore.<strong>The</strong> following projects have been launched by the Companyin <strong>2010</strong>-<strong>11</strong>:‣¾ <strong>Brigade</strong> Rhapsody at Bangalore is a premiumresidential project aggregating to 0.03 million sftcomprising 8 apartments‣¾ <strong>Brigade</strong> Zenith, our premium residential project inBanjara Hills, Hyderabad aggregating 0.18 million sftwhich would comprise 48 apartments.‣¾ Orion Mall at Banaswadi, Bangalore aggregating to0.25 million sft.<strong>The</strong> ground breaking ceremonies for the following projectswere conducted during the year. <strong>The</strong>se projects will belaunched shortly except a couple of them which havealready been launched.‣ ¾ “<strong>Brigade</strong> Zenith in the up market Banjara Hills, ourPremium Residential Project and maiden project inHyderabad aggregating to 0.18 million sft.‣ ¾ “<strong>Brigade</strong> Omega”, our Luxury Residential Projectin Thurahalli Village, Uttarahalli, Bangalore Southaggregating to 0.82 million sft.‣¾ Our Hotel and Retail Project on Kempe Gowda Road,Bangalore aggregating to 0.16 million sft.‣ ¾ “<strong>Brigade</strong> Palmgrove”, our Premium Villa and TownHouse Project on Bogadhi Main Road, Mysore aggregatingto 0.27 million sft.‣ ¾ <strong>Brigade</strong> Exotica on Old Madras Road, our PremiumLuxury Residential Apartment Project aggregating to1.50 million sft.‣ ¾ <strong>Brigade</strong> IRV Centre in Nallurahalli, Whitefield, ourproposed Commercial Office building Project aggregatingto 0.26 million sft.This is the 25th year of existence after the <strong>Group</strong> was initiallystarted as a partnership firm in 1986. To commemoratethe 25 years, the Company plans on launching 25 projects(big, medium and small), a few of them have been recentlylaunched and are listed above. As we look back there is acertain amount of satisfaction which gives us the determinationto work harder for a brighter future and to createa ‘better quality of life’ for our customers and other stakeholders.Company will be launching around 10 million squarefeet of built up area in the financial year 20<strong>11</strong>-12. A totalof around 40 projects across residential, commercial andhospitality domains aggregating to 31 million square feetarea in seven cities would be constructed and delivered inthe next 4 –5 years.Subsidiaries:<strong>Brigade</strong> Hospitality Services Limited (BHSL) as a whollyowned subsidiary of the Company runs and manages clubs,serviced residences and convention centres. During thefinancial year <strong>2010</strong>-<strong>11</strong> BHSL has registered income fromoperations amounting to Rs 4671 lakhs and Profit after taxof Rs 136.29 lakhs. <strong>The</strong>re has been a marked improvementin the performance as compared to the previous year.WTC Trades & Projects Private Limited became a whollyowned subsidiary of the Company during the year. Thiscompany is the proud owner of the licence “World TradeCenter” for the city of Bangalore, awarded to it by the WorldTrade Centers Association, U S A. (WTCA). <strong>The</strong> licence heldby WTC Trades entitles it to use the trade names, trademarksand goodwill associated with “World Trade Center”& Map Design Logo & WTC in the City of Bangalore. <strong>The</strong>Company has rebranded its office space at its integratedenclave <strong>Brigade</strong> Gateway as World Trade Center whichis indicative of the international standards of constructionquality.<strong>Brigade</strong> Estates and Projects Private Limited and <strong>Brigade</strong>Properties Private Limited are wholly owned Subsidiaries ofthe Company with main business in the field of real estatedevelopment. <strong>Brigade</strong> Infrastructure & Power Private Limitedis a wholly owned subsidiary with it’s main object in the fieldof Infrastructure and power. <strong>The</strong>se Companies are in theprocess of being fully operational.BRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> <strong>11</strong>


<strong>Brigade</strong> Tetrarch Private Limited (BTPL) is also a whollyowned subsidiary of the Company with its main businessin the field of sports-related activities. BTPL has registeredincome from operations amounting to Rs 5.12 lakhs andincurred a loss of Rs 14.36 lakhs.Joint Venture:BCV Developers Private Limited is a 50:50 joint venturebetween the Company and Classic Valmark P. Limited fordevelopment of land of 120 acres in Devanahalli, Bangalore.Your Company has 50% representation of the Board of thisCompany. Villas will be launched in the first phase of thismixed use project in the second quarter of the financial year20<strong>11</strong>-12. Construction of the model villas is presently inprogress.Consolidated Financial Statements:<strong>The</strong> Consolidated Financial statements have been preparedby the Company pursuant to Clause 32 of the ListingAgreement entered with the Stock Exchanges. <strong>The</strong> ConsolidatedFinancial Statement and Auditors’ <strong>Report</strong> thereonforms part of the <strong>Annual</strong> <strong>Report</strong>.Fixed Deposits:<strong>The</strong> Company has not accepted any fixed deposits duringthe year. <strong>The</strong>re are no deposits repaid during the year or anyunclaimed deposits with the Company.Management Discussion & Analysis <strong>Report</strong>:<strong>The</strong> Management Discussion and Analysis is annexed tothis report.Directors:Mr M. R. Jaishankar and Ms Githa Shankar retire by rotationand being eligible, offer themselves for re-appointment.None of the Directors of the Company are disqualifiedunder Section 274(1)(g) of the Companies Act, 1956.Auditors:M/s. Narayanan, Patil & Ramesh, Chartered Accountants,the Statutory Auditors of the Company retire at the ensuing<strong>Annual</strong> General Meeting of the Company and beingeligible for re-appointment have offered themselves forre-appointment.M/s. Narayanan, Patil & Ramesh, Chartered Accountantshave confirmed that the appointment, if made, will be inaccordance with the limits prescribed under Section 224(1B)of the Companies Act, 1956.<strong>Group</strong>Pursuant to the intimation received from the Promoter(s),the names of the promoters and entities forming part of“<strong>Group</strong>” is disclosed in the <strong>Annual</strong> <strong>Report</strong> in accordancewith Regulation 3(1)(e)(i) of the Securities and ExchangeBoard of India (Substantial Acquisition of Shares andTakeovers) Regulations, 1997.Directors’ Responsibility Statement:As per the provisions of Section 217(2AA) of the CompaniesAct, 1956, with respect to the Directors’ ResponsibilityStatement, it is hereby confirmed that:i. In the preparation of the <strong>Annual</strong> Accounts, theapplicable Accounting Standards have been followedalong with proper explanation relating to materialdepartures.ii. <strong>The</strong> Directors have selected such accounting policiesand applied them consistently and made judgmentsand estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs ofthe Company at the end of the Financial Year and ofthe profit and loss of the Company for that period.iii. <strong>The</strong> Directors have taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions of thisAct for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities.iv. <strong>The</strong> Directors have prepared the accounts on a goingconcern basis.<strong>Report</strong> on Corporate Governance:A detailed report on Corporate Governance has beenincluded as an attachment to this <strong>Report</strong>.Particulars of Employees:In terms of the provisions of Section 217(2A) of theCompanies Act, 1956 read with the Companies (Particularsof Employees) Rules, 1975 as amended, the names andother particulars of employees are set out in the annexureto the Directors’ <strong>Report</strong>. However, having regard to theprovisions of Section 219(1)(b)(iv) of the Companies Act,1956, the <strong>Annual</strong> <strong>Report</strong> excluding the aforesaid informationis being sent to all members of the Company and othersentitled thereto. Any person interested in obtaining suchparticulars may write to the Company Secretary at theCorporate Office of the Company.Conservation of energy, technology absorption, ForeignExchange earnings and outgo:<strong>The</strong> particulars relating to conservation of energy,technology absorption and foreign exchange earnings andoutgo pursuant to the provisions of Section 217(1)(e) of theCompanies Act, 1956, read with Companies (Disclosure ofParticulars in the <strong>Report</strong> of Board of Directors) Rules, 1988,is contained in Annexure I.12FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


Awards and Recognitions:<strong>Brigade</strong> Metropolis, our integrated enclave on WhitefieldRoad in Bangalore has won the prestigious CNBC AWAAZCRISIL CREDAI Real Estate Awards <strong>2010</strong> for the best“Residential Property South”.OCHRE, Architects, have won the award for the “BestHospitality Architecture” for Galaxy Club project @<strong>Brigade</strong> Gateway Enclave in the CNBC AWAAZ CRISILCREDAI Real Estate Awards <strong>2010</strong>.<strong>The</strong> Company’s Commercial Project World TradeCenter, Bangalore @ <strong>Brigade</strong> Gateway, Malleswaram,Bangalore, has won the award for the ‘Best CommercialProject of the Year’ in the prestigious Property WorldAwards for <strong>2010</strong>.<strong>The</strong> Company won the “Best Commercial Developerof the Year” Award at the Realty Plus Excellence Awards20<strong>11</strong> (South).This is the third consecutive year that we have receivedan award at the Realty Plus Awards. On the earlier twooccasions, the awards were for the “Regional Developerof the Year - South”.<strong>The</strong> Company won the award for the “Best Developerin Residential Infrastructure” at the Construction SourceIndia Awards <strong>2010</strong>.Mr M. R. Jaishankar, Chairman and Managing Directorof the Company was presented with the SENIOR BUILDERAWARD in appreciation and recognition of his excellentcontribution to Civil Engineering Construction on theoccasion of Builders’ Day celebration by the Builders’Association of India, Karnataka (Bangalore) Centre.Acknowledgements:<strong>The</strong> Board wishes to place on record its appreciation toall the stakeholders for their continuous support, encouragementand patronage. We would like to thank the Brigadiersfor their valuable contribution and request them tokeep up the good work. This is the beginning of the journeyto achieve the vision of becoming a world class organisationin its products, processes, people and performance. Werequire the whole-hearted co-operation of all stakeholdersto achieve this vision.By Order of the Boardfor <strong>Brigade</strong> Enterprises LimitedPlace: BangaloreDate: May 04, 20<strong>11</strong>M. R. JaishankarChairman and Managing DirectorBRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 13


Annexure “I”Conservation of Energy(a) Energy conservation measures taken:<strong>The</strong> conservation of Energy and Water, and theprotection of the environment—air, water, and groundfrom pollution—is an integral part of Design and Development.<strong>The</strong> cost of power / fuel consumption doesn’t constitutea major cost of the project. This cost per se is the powerand fuel purchased for construction process such asoperation of cranes, lifts, conveyors lighting, welding,cutting, drilling and operation of other electrical instrumentsat the project sites. <strong>The</strong> buildings being Megaand High raised structures it is imperative to use powerassisted gadgets for the safety of the workers.However the company has been taking energy savingmeasures viz.,‣¾ Efficient lighting system for energy conservation by useof CFL fittings in all offices of the Company includingsites.‣¾ CFL fittings are provided inside the building for commonarea lighting in the projects of the Company‣¾ Automatic timer controls of facade lighting in commonareas.‣¾ Use of electrical equipments with minimum of three starrating by Bureaus of Energy Efficiency, Government ofIndia.‣¾ Efficient ventilation system in offices and the projects ofthe Company especially residential with a major thruston natural ventilation.‣¾ Energy efficient water supply pumps for water pumpingapplications.‣¾ Earthquake and Disaster Protection for buildings—to reduce damage and wastage of precious naturalresources‣¾ Utilising the natural light sources on lighting system, andinstall high-efficiency lamps (CFL and LED Lamps) withthe high frequency electronic ballasts.‣¾ Painting the ceilings and walls in favor of reflecting effectwith lighter colors.‣¾ Use of glass as building material to maximise the use ofDay-light in offices and projects of the company and atthe same time not increasing the air conditioning load bysuitably shading the building.‣¾ Usage of renewable energy sources like solar energywherever possible to preserve the environment andensure energy savings‣¾ Utilisation of solar energy wherever possible for heatingand lighting in all the projects of the company‣¾ Design and Implementation of Green Building norms inall our future projectsdevices, wherever possible, used in construction. Studiesare being made to reduce energy consumption and makesuitable investments in this area, if necessary.(c) Impact of measures taken at (a) and (b) above forreduction of Energy consumption and consequent impactof the same<strong>The</strong> impact of the measures taken cannot be quantifiedas the company is in the construction field(d) Total energy consumption and energy consumptionper unit as per form – A of the Annexure to the rules ofindustries specified in the schedule thereto:Not Applicable.II. Technology absorptionCompany works on a mechanised process to reduce costand increase the efficiency of the operations. Companyhas from time to time engaged international architectsand consultants in its integrated enclave projects forusing the latest designs and technology.Company has implemented ERP package SAP forintegrating the various process and operations of theCompany.Modern Technology / Machinery is used by theCompany from time to time to achieve maximumefficiency in operations.III. Research and DevelopmentMore standardised building elements which adheres toquality standardsMore efficient and effective planning of constructionactivities for maintaining the quality.Benefits derived from R & D<strong>The</strong> buildings constructed adhere to highest standard ofquality.Expenditure on R & DIt forms part of the project cost and cannot be quantifiedseparately.IV. Foreign Exchange Earnings & Outgo<strong>The</strong> details of Foreign Exchange inflow and outflowduring the year are as follows:(Rupees in Lakhs)Particulars <strong>2010</strong>–<strong>11</strong> 2009–10Inflow:Advance for Sale of Units,Lease deposits & RentalsOutflow:i. Professional chargesii. Consultation Feesiii. Others1,138.91 226.57137.48Nil148.57218.73101.77<strong>11</strong>00.32(b) Additional investment and proposals, if any, being implementedfor reduction in consumption of energy.<strong>The</strong> Company as a matter of policy has a regular andongoing programme for investments in energy savingPlace: BangaloreDate: May 04, 20<strong>11</strong>By Order of the Boardfor <strong>Brigade</strong> Enterprises LimitedM. R. JaishankarChairman and Managing Director14FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


Management Discussion and Analysis <strong>Report</strong><strong>The</strong> Indian Economy is one of the fastest growing economiesin the world due to strong macro economic growth andvaried natural resources backed by abundant manpowerresources. According to the Ministry of Statistics &Programme Implementations (MOSPI) India’s GDP for <strong>2010</strong>was at 7.4% and is estimated at 8.8% in the first quarterof the financial year 20<strong>11</strong>-12. Contribution of real estatesector to domestic GDP is crucial. <strong>The</strong> real estate industryis considered as the growth engine which plays a vital rolein the overall growth and development of an economy. Itcontributes significantly to employment generation and ingeneral, improves the standard of living. In India, it is thesecond largest employment generator after agriculture.<strong>The</strong> residential segment dominates the Industry with morethan 75% of the total turnover of the Indian real estate sector.Housing alone contributes to 5%-6.5% of the country’s GDP.Growing disposable income, shifting trends towards nuclearfamilies, rapid urbanisation and favourable demographicsare some of the important factors driving demand for theresidential segment. <strong>The</strong>re is acute shortage for housingwhich is estimated at 26.53 million houses predominantlyto the economically weaker section (EWS) which provides ahuge investment option.<strong>The</strong> increasing demand for office space is one of the majorgrowth drivers for the domestic real estate market. <strong>The</strong>domestic office market has been driven by the IT-BPOsector, where India has emerged as one of the key offshoring destinations.Changes in real estate markets have put forward newerchallenges for the developers resulting in new strategies andrebuilding business models. Companies are now venturinginto Tier III locations which are backed by demand for officespace. This is primarily due to call centres and BPOs wherethe operational and overhead costs are comparatively lower.Companies are shifting from a sale to a lease and maintenancemodel. <strong>The</strong> Karnataka State Government is alsotaking several initiatives to set up business and technologyparks.Hospitality industry in India has emerged as one of the keydrivers of the country’s economic growth due to increasedtourism. <strong>The</strong> hospitality industry is projected to grow at 8%primarily due to foreign and domestic tour visits.Special Economic Zones in India were set up to promoteexports of goods and services and create employmentopportunities. SEZ exports registered a substantial CAGR of59% during FY04-FY10. In FY10, it recorded an impressivegrowth of 121%. This was largely driven by the tax incentivesand 100% Foreign Direct Investment for developmentof townships provided by the Government.<strong>The</strong> domestic retail market, which is largely unorganised,is slowly moving to a more organised setup. <strong>The</strong> organisedmarket is being driven by rising income levels and customeraspirations, demographic changes etc.However, the spill over of global economic crisis into theIndian market has adversely affected affordability andimpacted the fund raising ability of many developers.Further, the ever escalating inflation rate and the currentliquidity crunch has dampened the investment driven marketviz. Real Estate.OpportunitiesRising income levels, increasing population, favourablepopulation demographics and rapid urbanisation hasgenerated opportunities for real estate development.Environmental friendly properties will play a major role in thenear future to reduce the impact of global warming. Greenbuildings utilise energy and water efficiently, conservenatural resources and in the process offer healthy livingconditions and working spaces.We have proactively taken initiatives to protect theenvironment viz. rainwater harvesting, recycling of water,reduction in pollution and planting/replanting of trees.We are the pioneers of integrated enclaves and are intoevery domain of real estate development viz. residential,office, retail, hospitality and education. An integratedenclave project in North Bangalore would be launched inthe second quarter of the financial year 20<strong>11</strong>-12. A total of 7million square feet will be developed in a phased manner.<strong>The</strong> first <strong>Brigade</strong> Value Homes project, “<strong>Brigade</strong> Meadows”,will be launched shortly in South Bangalore. 1.4 millionsquare feet will be developed in phase 1 of this project.A combination of high end / premium projects in the heart ofBangalore have been launched / proposed to be launched inthe immediate future.Risks & ThreatsRisks and threats are an imminent part of any business.<strong>The</strong> major risks and threats to our business are as follows:Absence of central regulatory authority: To launch a project,there are various approvals, permissions and consents thatneed to be obtained from different regulatory authorities fromthe state as well as from the centre. <strong>The</strong>re are inordinateBRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 15


delays in obtaining approvals, permissions etc from theauthorities which results in delays in launching projects.A central regulatory authority, particularly at the State level,is required immediately.Constraints of funds: Bank Credit is a major source offunding for real estate players and more so for the smallerdevelopers. During a financial crisis, banks grow wary oflending to developers who are straddled with a high-costland bank amid declining property prices and sales.Legal: <strong>The</strong> lack of transparency and no centralised systemto access information makes it difficult to verify the clear titleof land.Human Resources: Human Resources of quality are alwaysa limitation in this sector, especially when very large scaleprojects are being launched.<strong>The</strong> company has adequate and appropriate systems inplace to ensure that the impact of these risks is minimisedand interests of the Company are protected.Internal Control Systems and their Adequacy<strong>The</strong> Company has adequate internal control systems whichare commensurate with the size and nature of its business.<strong>The</strong> system is supported by documented policies, guidelinesand procedures to monitor business and operational performance,which are aimed at ensuring business integrity andpromoting operational efficiency.Company has an Internal Audit Department as well as anindependent audit firm which conducts periodic audits toensure adequacy of the internal control systems, adherenceto management policies and compliance with applicablelaws and regulations. <strong>The</strong>ir scope of work includes internalcontrols on accounting, efficiency and economy of operations.<strong>The</strong> internal auditors present to the audit committeethe findings of their audit, recommend best practices andreport on the status of implementation of their recommendations.<strong>The</strong> Audit Committee and Board reviews on a continuousbasis the efficiency and effectiveness of the internal controlsbased on the reports from the internal audit team as well asthe Internal Auditors.Operational Performance<strong>The</strong> performance of the Company has been encouraging.A total of 6 projects were completed and delivered duringthe year.A total of 0.67 million square feet was sold in the residentialand 0.98 million square feet have been sold / leased in theCommercial space.Sheraton Bangalore Hotel at <strong>Brigade</strong> Gateway enclave wascompleted and operations have commenced during theyear.<strong>The</strong> occupation at the World Trade Center Bangalore officesat <strong>Brigade</strong> Gateway has commenced and the leasing isencouraging. Substantial portion of the World Trade Centerwould be leased in the financial year 20<strong>11</strong>-12.Company is proposing to launch around 10 million squarefeet in the financial year 20<strong>11</strong>-12 across residential,commercial and hospitality segments out of a total of 31million sft of projects lined up.Financial PerformanceTurnover: <strong>The</strong> turnover of the Company has increasedfrom Rs 36,259.08 lakhs in the financial year 2009-10 toRs 45,746.63 lakhs in the financial year <strong>2010</strong>-<strong>11</strong>, an increaseby 26.16%.Equity Share Capital: <strong>The</strong> equity share capital of theCompany as on 31st March, 20<strong>11</strong> stood at Rs <strong>11</strong>,225.19lakhs. <strong>The</strong>re is no change in the Share capital of theCompany as compared with the previous financial year.Debt Equity: <strong>The</strong> debt equity ratio of the Company as on 31stMarch, 20<strong>11</strong> is at 0.69:1 as against 0.64:1 in the previousfinancial year.Interest & Financial Charges: Interest & Financial Chargesfor the financial year <strong>2010</strong>-<strong>11</strong> is Rs 1,678.69 lakhs ascompared to Rs 887.49 lakhs in the previous year, anincrease by 89.15%. <strong>The</strong> increase is primarily due to theadditional borrowings made by the Company.EBITDA: EBITDA margin for the financial year <strong>2010</strong>-<strong>11</strong> stoodat 39.49% as compared to 24.98% for the previous financialyear, an increase by 58.09%Net Profit: Net profit available for appropriation for theyear <strong>2010</strong>-<strong>11</strong> stood at Rs. <strong>11</strong>,927.56 lakhs as comparedto Rs. 4,622.30 lakhs in the previous year, an increase by158.04%.Dividend: <strong>The</strong> Company has proposed a dividend ofRs 1.50 (15%) per equity share. <strong>The</strong> total payout on accountof dividend, including corporate dividend tax, aggregates toRs 1,963.43 lakhs.16FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


Earnings Per Share (EPS): <strong>The</strong> Company’s EarningsPer Share (EPS) during the current year is Rs. 10.63 ascompared to Rs 4.12 in the previous year. Higher EPS is dueto better realisation and monetisation of commercial assetsduring the year.Material Developments in Human Resources<strong>The</strong> total number of employees of the Company as on 31stMarch, 20<strong>11</strong> is 414 as compared to 368 employees in theprevious financial year.A significant initiative taken during the financial year wasthe launch of the Online Performance Management System.Evaluation of Technical & Behavioural competency wasintroduced, which would aid the identification of the trainingneeds of employees. A 5 point rating scale to evaluate theKey Result Areas (KRAs) and Key Performance Indicators(KPIs) was introduced. This is a more transparent processthat will reduce paper work and shorten the appraisalexercise.Imparting of training, both internal and external, is doneon a regular basis to sharpen the skills of employees at alllevels. <strong>The</strong> total training man-days per employee during thefinancial year was 50 man-hours.Company conducts lecture series from eminent personalitieson a regular basis to enrich the employees with theirknowledge and experience.Cautionary StatementStatement in the Management Discussion and Analysis<strong>Report</strong> detailing the Company’s objectives, projections,estimates, expectations or predictions may be forwardlooking statements within the meaning of applicablesecurities laws and regulations. <strong>The</strong>se statements beingbased on certain assumptions and expectation of futureevents, actual results could differ materially from thoseexpressed or implied. Important factors that could make adifference to the Company’s operations include economicconditions affecting domestic demand-supply conditions,finished goods prices, changes in government regulationsand tax regime etc. <strong>The</strong> Company assumes no responsibilityto publicly amend, modify or revise any forward-lookingstatements on the basis of subsequent developments, informationor events.Persons constituting <strong>Group</strong> coming within the definitionof <strong>Group</strong> for the purpose of Regulation 3(1)(e)(i) of theSecurities and Exchange Board of India (Substantial Acquisitionof Shares and Takeovers) Regulations, 1997, includethe following:Sl. No.Name of the Entity1 Mr M. R. Jaishankar2 Ms. Githa Shankar3 Ms. Pavitra Shankar4 Ms. Nirupa Shankar5 <strong>Brigade</strong> Hospitality Services Limited6 WTC Trades & Projects Private Limited7 <strong>Brigade</strong> Tetrarch Private Limited8 <strong>Brigade</strong> Infrastructure and Power Private Limited9 <strong>Brigade</strong> Estates & Projects Private Limited10 <strong>Brigade</strong> Properties Private Limited<strong>11</strong> Mysore Holdings Private LimitedBRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 17


Corporate Governance <strong>Report</strong>Philosophy on Corporate Governance at <strong>Brigade</strong>Enterprises Limited<strong>The</strong> Philosophy on Corporate Governance at <strong>Brigade</strong>Enterprises Limited is:a) To ensure highest levels of integrity and quality.b) To ensure observance of highest standards andlevels of transparency, accuracy, accountability andreliability in the organisation.c) To ensure protection of wealth and other resourcesof the Company for maximising the benefits to thestakeholders of the Company.<strong>The</strong> Corporate Governance <strong>Report</strong> of the Company for theyear ended 31st March 20<strong>11</strong> is as follows:Board of Directors<strong>The</strong> Board of Directors of the Company comprises8 Directors as on 31st March, 20<strong>11</strong> who have expertise inthe different aspects of business of the Company. <strong>The</strong>composition and category of the Directors are as follows:Category Name of Director DesignationExecutivePromoterDirectorsMr M. R. JaishankarMs Githa ShankarChairman& Managing DirectorWhole-time DirectorNo. ofDirectors% to totalnumber ofDirectors2 25Category Name of Director DesignationNon-ExecutiveDirectorsIndependentNon-ExecutiveDirectorsMr M. R. GurumurthyMr M. R. ShivramMr P. V. MaiyaMr P. M. ThampiDr A. RamakrishnaDr K. R. S. MurthyDirectorDirectorDirectorDirectorDirectorDirectorNo. ofDirectors% to totalnumber ofDirectors2 254 50Total 8 100Board Meetings<strong>The</strong> details of the Board Meetings held in the financial year<strong>2010</strong>-20<strong>11</strong> are as follows:Sl. No.Date1 Wednesday, 5th May, <strong>2010</strong>2 Thursday, 17th June, <strong>2010</strong>3 Friday, 23rd July, <strong>2010</strong>4 Tuesday, 9th November, <strong>2010</strong>5 Thursday, 3rd February, 20<strong>11</strong><strong>The</strong> attendance of the Directors in Board Meetings, previous <strong>Annual</strong> General Meeting, Directorships and committee positionsheld by them in other Companies are as follows:Name of DirectorBoard Meetings attendedin the financial year<strong>2010</strong>-<strong>11</strong>Attendance in the 15th<strong>Annual</strong> General Meetingheld on23rd July <strong>2010</strong>No. of Directorshipsin other Public LimitedCompaniesNo. of Committee positions held in otherPublic Limited Companies as:ChairmanMemberMr M. R. Jaishankar 5 Yes Nil Nil NilMs Githa Shankar 5 Yes Nil Nil NilMr M. R. Gurumurthy 5 Yes Nil Nil NilMr M. R. Shivram 4 No Nil Nil NilMr P. V. Maiya 5 Yes 2 Nil 2Mr P. M. Thampi 5 Yes 2 Nil 2Dr A. Ramakrishna 4 Yes <strong>11</strong> 1 8Dr K. R. S. Murthy 5 Yes 3 1 2Code of Conduct for Board Members and SeniorManagement<strong>The</strong> Board of Directors of the Company have laid downa Code of Conduct for all Board Members and SeniorManagement of the Company. Board Members and SeniorManagement of the Company have affirmed complianceto the Code for the financial year ended 31st March 20<strong>11</strong>.A declaration to this effect by the Chairman and ManagingDirector of the Company is annexed to this report. <strong>The</strong> Codeof Conduct has also been posted on the website of theCompany.Audit Committee<strong>The</strong> Audit Committee of the Company was constitutedon 20th July 2007. <strong>The</strong> constitution of the Committee is inaccordance with Section 292A of the Companies Act, 195618FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


and Clause 49 (II) (A) of the Listing Agreement entered withthe Stock Exchanges.<strong>The</strong> terms of reference of the Audit Committee shall include:1. Overseeing the Company’s financial reportingprocess and disclosure of its financial information.2. Recommending to the Board the appointment,re-appointment, and replacement of the StatutoryAuditor and the fixation of audit fee.3. Approval of payments to the Statutory Auditors forany other services rendered by them.4. Reviewing, with the Management, the annualFinancial Statements before submission to the Boardfor approval, with particular reference to:a. Matters required to be included in the Directors’Responsibility Statement to be included inthe Board’s report in terms of Clause (2AA) ofSection 217 of the Companies Act, 1956.b. Changes, if any, in accounting policies andpractices and reasons for the same.c. Major accounting entries involving estimatesbased on the exercise of judgment byManagement.d. Significant adjustments made in the FinancialStatements arising out of audit findings.e. Compliance with listing and other legal requirementsrelating to Financial Statements.f. Disclosure of any related party transactions.g. Qualifications in the draft audit report.5. Reviewing, with the Management, the quarterly,half-yearly and annual Financial Statements beforesubmission to the Board for approval.6. Reviewing, with the Management, the performance ofstatutory and internal auditors, and adequacy of theinternal control systems.7. Reviewing the adequacy of internal audit function,if any, including the structure of the internal AuditDepartment, staffing and seniority of the officialheading the department, reporting structure coverageand frequency of internal audit.8. Discussion with Internal Auditors on any significantfindings and follow up there on.9. Reviewing the findings of any internal investigationsby the Internal Auditors into matters where there issuspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting thematter to the Board.10. Discussion with Statutory Auditors before the auditcommences, about the nature and scope of audit aswell as post-audit discussion to ascertain any area ofconcern.<strong>11</strong>. To look into the reasons for substantial defaults inthe payment to the depositors, debenture holders,shareholders (in case of nonpayment of declareddividends) and creditors.12. Reviewing the functioning of the whistle blowermechanism, in case the same is existing.13. Review of Management discussion and analysisof financial condition and results of operations,statements of significant related party transactionssubmitted by management, management letters/letters of internal control weaknesses issued by theStatutory Auditors, Internal audit reports relating tointernal control weaknesses, and the appointment,removal and terms of remuneration of the ChiefInternal Auditor.14. Ensuring compliance with applicable accountingstandards.15. Reviewing the Company’s financial and riskmanagement policies16. Carrying out any other function as is mentioned in theterms of reference of the Audit Committee.17. Reviewing, with the management, the statement ofuses / application of funds raised through an issue(public issue, rights issue, preferential issue, etc.), thestatement of funds utilised for purposes other thanthose stated in the offer document/prospectus/noticeand the report submitted by the monitoring agencymonitoring the utilisation of proceeds of a public orrights issue, and making appropriate recommendationsto the Board to take up steps in this matter.<strong>The</strong> powers of the Audit Committee shall include the power:1. To investigate activity within its terms of reference.2. To seek information from any employee.3. To obtain outside legal or other professional advice.4. To secure attendance of outsiders with relevantexpertise, if it considers necessary.During the year the Audit Committee meetings were held on5th May, <strong>2010</strong>, 23rd July, <strong>2010</strong>, 9th November, <strong>2010</strong> and 3rdFebruary, 20<strong>11</strong>.<strong>The</strong> composition and attendance of the members for theCommittee meetings are as follows:Sl. No. Name Position Attendance1 Mr P. V. Maiya Chairman 42 Mr P. M. Thampi Member 43 Mr M. R. Gurumurthy Member 44 Mr A. Ramakrishna Member 3Company Secretary is the Secretary of the Committee.Compensation CommitteeBoard of Directors of the Company constituted a CompensationCommittee on 20th July 2007.BRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 19


Corporate Governance <strong>Report</strong><strong>The</strong> terms of reference of the Compensation Committee areas follows:1. Framing suitable policies and systems to ensure thatthere is no violation, by an employee of any applicablelaws in India or overseas, including:a. <strong>The</strong> Securities and Exchange Board of India(Insider Trading) Regulations, 1992; orb. <strong>The</strong> Securities and Exchange Board of India(Prohibition of Fraudulent and Unfair TradePractices relating to the Securities Market)Regulations, 1995.2. Determine on behalf of the Board and the shareholdersthe Company’s policy on specific remunerationpackages for Executive Directors includingpension rights and any compensation payment.3. Perform such functions as are required to beperformed by the Compensation Committeeunder the Securities and Exchange Board of India(Employee Stock Option Scheme and EmployeeStock Purchase Scheme) Guidelines, 1999 (“ESOPGuidelines”), in particular, those stated in Clause 5 ofthe ESOP Guidelines.4. Such other matters as may from time to time berequired by any statutory, contractual or otherregulatory requirements to be attended to by suchcommittee.<strong>The</strong> composition and attendance of the members for theCompensation Committee are as follows:Sl. No. Name Position Attendance1 Mr P. M. Thampi Chairman 32 Mr P. V. Maiya Member 33 Mr A. Ramakrishna Member 2Company Secretary is the Secretary of the Committee.During the year Compensation Committee meetingswere held on 5th May, <strong>2010</strong>, 9th November, <strong>2010</strong> and 3rdFebruary, 20<strong>11</strong>.<strong>The</strong> details of remuneration paid/payable to the Directors forthe year ended on 31st March, 20<strong>11</strong> are as follows:Name of the DirectorSalary &Perquisites(Rs)SittingFees(Rs)Commission(Rs)Total(Rs)Mr M. R. Jaishankar 48,00,000 Nil 1,52,55,427 2,00,55,427Ms Githa Shankar 48,00,000 Nil 38,13,857 86,13,857Mr M. R. Gurumurthy Nil 80,000 Nil 80,000Mr P. V. Maiya Nil 1,80,000 5,00,000 6,80,000Name of the DirectorSalary &Perquisites(Rs)SittingFees(Rs)Commission(Rs)Total(Rs)Mr M. R. Shivram Nil 60,000 Nil 60,000Mr P. M. Thampi Nil 1,40,000 5,00,000 6,40,000Dr A. Ramakrishna Nil 80,000 5,00,000 5,80,000Dr K. R. S. Murthy Nil 80,000 5,00,000 5,80,000Investor Grievance Committee<strong>The</strong> Investor Grievance Committee was constituted by theBoard on 20th July 2007.<strong>The</strong> terms of reference of the Investor Grievance Committeeare as follows:1. Investor relations and redressal of shareholders’grievances in general and relating to non-receipt ofdividends, interest, non- receipt of Balance Sheet etc.2. Such other matters as may from time to time berequired by any statutory, contractual or otherregulatory requirements to be attended to by suchcommittee.A total of four meetings were held in the financial year on thefollowing dates:5th May, <strong>2010</strong>, 23rd July, <strong>2010</strong>, 9th November, <strong>2010</strong> and 3rdFebruary, 20<strong>11</strong>.<strong>The</strong> composition of the Committee and attendance in themeetings were as follows:Sl. No. Name Position Attendance1 Dr K. R. S. Murthy Chairman 42 Mr P. V. Maiya Member 43 Mr M. R. Shivram Member 3Company Secretary is the Secretary to the Committee<strong>The</strong>re were no complaints pending for redressal as on 1stApril, <strong>2010</strong>. A total of 195 complaints were received duringthe year ended 31st March 20<strong>11</strong>. All the complaints wereduly redressed. <strong>The</strong>re are no complaints pending redressalas on 31st March, 20<strong>11</strong>.Committee of Directors:Board of Directors of the Company constituted a Committeeof Directors on 25th April, 2008.<strong>The</strong> Committee has been delegated certain powers relatingto certain regular business:20FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


<strong>The</strong> composition of the Committee is as follows:Sl. No. Name Position1 Mr M. R. Jaishankar Chairman2 Mr P. M. Thampi Member3 Mr P. V. Maiya MemberCompany Secretary is the Secretary of the Committee.During the year Committee of Directors meetings were heldon 30th September, <strong>2010</strong>, 2nd December, <strong>2010</strong> and 18thMarch, 20<strong>11</strong> which were attended by all the members.Share Transfer Committee<strong>The</strong> Board of the Directors of the Company constituted aShare Transfer Committee on 18th December 2007. <strong>The</strong>Committee shall approve transfer, transmission, split,consolidation and re-materialisation of shares and issue ofduplicate share certificates.<strong>The</strong> composition of the Share Transfer Committee is asfollows:Sl. No. Name Position1 Mr M. R. Jaishankar Chairman2 Ms Githa Shankar Member3 Mr M. R. Shivram MemberCompany Secretary is the Secretary of the Committee.Subsidiary Companies<strong>The</strong> Company does not have a material non-listedSubsidiary Company whose turnover or net worth exceeds20% of the consolidated turnover or networth of <strong>Brigade</strong>Enterprises Limited.<strong>The</strong> Financial Statements including the investments madeby the unlisted Subsidiary Companies have been reviewedby the Board of Directors of the Company.Copies of minutes of the Board Meetings of the SubsidiaryCompanies are placed before Board for their attention.General Meetings<strong>The</strong> details of the <strong>Annual</strong> General Meetings held during thelast three years are as follows:YearNo. ofAGMDay, Date &Time of AGM2009-10 15 Friday, 23rd July,<strong>2010</strong> at <strong>11</strong>.00 a.m.2008-09 14 Thursday, 30th July,2009 at 4.00 p.m.2007-08 13 Friday, 27th June,2008 at 04.00 p.m.VenueMLR Convention Centre,<strong>Brigade</strong> Millennium Campus,J. P. Nagar, Bangalore 560 078MLR Convention Centre,<strong>Brigade</strong> Millennium Campus,J. P. Nagar, Bangalore 560 078MLR Convention Centre,<strong>Brigade</strong> Millennium Campus,J. P. Nagar, Bangalore 560 078Special Resolutions passed in the previous three <strong>Annual</strong>General Meetings are as follows:No. ofAGM Day & Date of AGM Special Resolutions passedthrough show of hands15 23rd July, <strong>2010</strong> Raising to additional capital pursuantto section 81(1A) of the CompaniesAct, 195613 27th June, 2008 Payment of remuneration toNon-Executive Directors notexceeding 1% of net profits.Extraordinary General Meeting<strong>The</strong>re were no Extraordinary General Meetings held duringthe year.<strong>The</strong>re were no Resolutions passed through postal ballotduring the year.Disclosures1) <strong>The</strong>re are no materially significant related party transactionsentered by the Company with related partiesthat may have a potential conflict with the interests ofthe Company.2) <strong>The</strong> Company has duly complied with the requirementsof the regulatory authorities on capital market.<strong>The</strong>re are no penalties imposed nor any stricturesBRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 21


Corporate Governance <strong>Report</strong>have been passed against the Company during thelast three years.3) <strong>The</strong> mandatory requirements laid down in Clause 49of the Listing Agreement has been duly complied bythe Company and the adoption of non-mandatoryrequirements is as follows:(i) <strong>The</strong> Company has not fixed a period of 9 yearsas tenure for Independent Directors on the(ii)Board of the Company.<strong>The</strong> Board of Directors of the Company haveconstituted a Compensation Committee on20th July 2007. <strong>The</strong> terms of reference to theCommittee is contained elsewhere in this report.(iii) <strong>The</strong> Company does not send half-yearly financialresults, including summary of significant eventsin the last six months as the same are publishedin newspapers and also posted on the websiteof the Company.(iv) <strong>The</strong> Board of Directors of the Companycomprises a perfect combination of Executiveand Non-Executive Directors who are professionalsin their respective fields.(v)At present, the Company does not have amechanism for evaluating the performance ofNon-Executive Directors by a peer group.(vi) <strong>The</strong> Company has not adopted Whistle BlowerPolicy. However the Company has not deniedaccess to any employee to approach themanagement on any issue.Means of CommunicationFinancial Results:<strong>The</strong> Financial Results of the Company are furnished to theStock Exchanges on a periodic basis (quarterly, half-yearlyand annually) after the approval of the Board of Directors.<strong>The</strong> results are published in “Mint”/“Business Standard”/“<strong>The</strong> Financial Express”—English Newspapers and “VijayKarnataka”—Kannada Newspaper within 48 hours after theapproval by the Board.<strong>The</strong> details of the financial results and shareholding patternare hosted on the Company’s website: www.brigadegroup.com. All other official news and press releases are displayedon the same website.Information to Shareholders of 16th <strong>Annual</strong> GeneralMeeting1 Date <strong>11</strong>th August, 20<strong>11</strong>2 Time 10.00 a.m.3 Venue MLR Convention CentreNo 9, 4th Cross RoadWhitefield Road, MahadevapuraBangalore 560 0484 Financial Year <strong>2010</strong>-20<strong>11</strong>5 Date of Book Closure Wednesday, 3rd August, 20<strong>11</strong>to Thursday, <strong>11</strong>th August, 20<strong>11</strong>(both days inclusive)6 Dividend: <strong>The</strong> Board of Directors of the Company haverecommended a dividend of Rs 1.50 (15%) per equity share.Dividend, if approved in the ensuing <strong>Annual</strong> General Meetingwill be paid to those shareholders, whose name appear inthe Register of Members as on 2nd August, 20<strong>11</strong>.7 Compliance Officer P. Om Prakash8 Registered office “Penthouse”, <strong>Brigade</strong> Towers,135, <strong>Brigade</strong> Road,Bangalore 560 0259 Listing in Stock Exchanges:<strong>The</strong> Equity Shares of the Company are listed in the followingStock Exchanges:National Stock Exchange ofIndia LimitedBombay Stock ExchangeLimited10 Stock Code Bombay Stock ExchangeLimited 532 929National Stock Exchange ofIndia Limited—BRIGADE, series-EQ BE22FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


<strong>11</strong> Listing Fees: Listing Fees as prescribed has been paidfully to all the Stock Exchanges where the shares of theCompany are listed.Exchange: NSE Date: 1-4-<strong>2010</strong> End Date: 31-3-20<strong>11</strong>12 Stock Performance<strong>The</strong> performance of the stock in the Bombay StockExchange Limited & National Stock Exchange of IndiaLimited for the period from 1st April, <strong>2010</strong> to 31st March,20<strong>11</strong> was as follows:MonthNational Stock Exchange of IndiaLimited (NSE)Bombay Stock ExchangeLimited (BSE)High Low Volume High Low VolumeApril 159.90 134.15 2193131 159.40 137.60 1282844May 146.00 128.10 961569 145.50 128.70 473612June 158.00 131.00 1275214 148.00 131.10 612217July 145.00 130.50 1307130 143.60 130.50 603637August 153.35 130.00 4761340 153.55 132.50 2558759September 158.20 136.15 4410207 158.20 136.30 2261719October 152.05 134.20 1007796 151.90 134.00 454579November 149.90 95.15 1744240 148.00 95.15 694620December 126.85 102.00 622766 125.50 103.00 241363January <strong>11</strong>9.05 88.35 395726 <strong>11</strong>9.00 90.55 169859February <strong>11</strong>7.00 90.00 2757222 <strong>11</strong>5.80 90.15 1082341March <strong>11</strong>1.00 88.05 839315 100.00 88.00 233132Exchange: BSE Date: 1-4-<strong>2010</strong> End Date: 31-3-20<strong>11</strong>13 Dematerialisation of shares<strong>The</strong> ISIN for the Equity Shares of the Company isINE791I01019. A total of 97273635 Equity Shares aggregatingto 86.66% of the total shares of the Company are indematerialised form as on 31st March 20<strong>11</strong>.14 Share Transfer Agents:Karvy Computershare Private LimitedPlot Nos. 17 to 24 Vittalrao Nagar,Madhapur, Hyderabad – 500 081Telephone No. : 040 23420815 to 24Fax No.: 040 23420814Email: svraju@karvy.com15 Distribution of Shareholding as on 31st March, 20<strong>11</strong>Category(Amount)No. ofshareholders%Amount(Rs)%1-5000 89244 98.46 48187640 4.295001-10000 751 0.83 5658770 0.5010001-20000 317 0.35 4684410 0.4220001-30000 65 0.07 1683840 0.1530001-40000 42 0.05 1486560 0.1340001-50000 30 0.03 1398810 0.1350001-100000 71 0.08 5303630 0.47Above 100000 123 0.13 1054<strong>11</strong>5740 93.91Total 90643 100.00 <strong>11</strong>22519400 100.00BRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 23


Corporate Governance <strong>Report</strong>16 Categories of Shareholders as on 31st March 20<strong>11</strong>17 Financials Release Dates for 20<strong>11</strong>-12Category No. of shares %QuarterRelease Date(tentative & subject to change)Promoters & their Relatives 64632539 57.58Mutual Funds 1366169 1.22Banks, Financial Institutions <strong>11</strong>39448 1.01Foreign Institutional Investors 5138<strong>11</strong>0 4.58Non Resident Indians 313891 0.28Indian Companies 2560779 2.28Indian Public 36980938 32.94Trusts 85917 0.08Clearing Members 34149 0.03Total <strong>11</strong>,22,51,940 100.00Promoters / Promoter group haven’t pledged any equityshares of the Company held by them in the Company as on31st March, 20<strong>11</strong>.1st Quarter ending 30th June 20<strong>11</strong> Fourth week of July 20<strong>11</strong>2nd Quarter ending 30th September 20<strong>11</strong> Fourth week of October 20<strong>11</strong>3rd Quarter ending 31st December 20<strong>11</strong> Fourth week of January 20<strong>11</strong>4th Quarter ending 31st March 2012 First week of May 201218 Internet access: www.brigadegroup.com<strong>The</strong> website of the Company contains all relevant informationabout the Company. <strong>The</strong> <strong>Annual</strong> <strong>Report</strong>s, Shareholdingpattern, un-audited quarterly results and all other materialinformation are hosted in this site.19 Email Id for Investor GrievancesCompany has a dedicated e-mail id (investors@brigadegroup.com) for redressal of grievances of investors.Investors are requested to use this facility.24FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


Auditor’s <strong>Report</strong> on Corporate GovernanceTo,<strong>The</strong> Shareholders of<strong>Brigade</strong> Enterprises Limited,We have examined the compliance of conditions ofCorporate Governance by <strong>Brigade</strong> Enterprises Limited forthe year ended on 31st March, 20<strong>11</strong> as stipulated by Clause49 of the Listing Agreement of the Company with the StockExchanges.<strong>The</strong> compliance of conditions of Corporate Governanceis the responsibility of the Management. Our examinationwas limited to procedures and implementation thereof,adopted by the Company for ensuring the compliance of theprovisions relating to Corporate Governance. It is neither anaudit nor an expression of opinion on the Financial Statementsof the Company.In our opinion and to the best of our information andaccording to the explanation given to us, we certify thatthe Company has complied in all material aspects with theconditions of Corporate Governance as stipulated in theabove mentioned Listing Agreement.We state that no investor grievances are pending fora period exceeding one month except where disputed orsub-judice, as per the records maintained by the Company,Registrar and Transfer Agents and reviewed by the Board/Committee of the Company.We further state that such compliance is neither anassurance as to the future viability of the Company nor theefficiency or effectiveness with which the management hasconducted the affairs of the CompanyPlace: BangaloreDate: May 04, 20<strong>11</strong>for Narayanan, Patil and RameshChartered AccountantsFirm Regn No. 002395SPatil Udaya KumarPartnerMembership No: 200/25589CEO/CFO Certification pursuant toClause 49 of the Listing Agreement(s)<strong>The</strong> Board of Directors,<strong>Brigade</strong> Enterprises LimitedPenthouse, <strong>Brigade</strong> Towers,135, <strong>Brigade</strong> Road,Bangalore - 560025This is to certify that:a. We have reviewed financial statements and the cashflow statement for the financial year <strong>2010</strong>-20<strong>11</strong> andthat to the best of our knowledge and belief:i. these statements do not contain any materiallyuntrue statement or omit any material fact orcontain statements that might be misleading;ii.these statements together present a true andfair view of the Company’s affairs and are incompliance with existing accounting standards,applicable laws and regulations.b. <strong>The</strong>re are, to the best of our knowledge and belief, notransactions entered into by the Company during theyear which are fraudulent, illegal or violative of theCompany’s code of conduct.c. We accept responsibility for establishing andmaintaining internal controls for financial reportingand that we have evaluated the effectiveness ofinternal control systems of the Company pertaining tofinancial reporting and that we have disclosed to theAuditors and the Audit Committee, deficiencies in thedesign or operation of such internal controls, if any, ofwhich we are aware and the steps we have taken orpropose to take to rectify these deficiencies.d. We have indicated to the Auditors and the Auditcommittee(i) significant changes in internal control overfinancial reporting during the year;(ii) significant changes in accounting policies duringthe year and that the same have been disclosedin the notes to the financial statements; and(iii)instances of significant fraud of which they havebecome aware and the involvement therein, ifany, of the management or an employee havinga significant role in the company’s internalcontrol system over financial reporting.e. We further declare that all Board Members andSenior Management personnel have affirmedcompliance with the Code of Conduct for the financialyear <strong>2010</strong>-20<strong>11</strong>Place: BangaloreDate: May 04, 20<strong>11</strong>for <strong>Brigade</strong> Enterprises LimitedM. R. JaishankarChairman & Managing DirectorShama Sunder R. J.Vice President—FinanceBRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 25


Standalone Financial Statements26FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


Auditors’ <strong>Report</strong>To the members of BRIGADE ENTERPRISES LIMITED,1. We have audited the attached Balance Sheet ofBRIGADE ENTERPRISES LIMITED, as at 31stMarch, 20<strong>11</strong> and also the Profit & Loss Account andthe Cash Flow Statement for the year ended on thatdate annexed thereto. <strong>The</strong>se financial statements arethe responsibility of the Company’s management.Our responsibility is to express an opinion on theseFinancial Statements based on our audit.2. We conducted our audit in accordance with AuditingStandards generally accepted in India. ThoseStandards require that we plan and perform the auditto obtain reasonable assurance about whether thefinancial statements are free of material misstatement.An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the FinancialStatements. An audit also includes assessing theaccounting principles used and significant estimatesmade by management, as well as evaluating the overallfinancial statement presentation. We believe that ouraudit provides a reasonable basis for our opinion.3. As required by the Companies (Auditors <strong>Report</strong>) Order,2003, issued by the Central Government of India,in terms of Sub-section (4A) of Section 227 of theCompanies Act, 1956, we enclose in the Annexure astatement on the matters specified in paragraphs 4 and5 of the said order.4. Further to our comments in the Annexure referred to inParagraph 3 above, we report that:a) We have obtained all the information and explanations,which to the best of our knowledge and belief werenecessary for the purpose of our audit.b) In our opinion, proper books of accounts as required bylaw have been kept by the Company so far as appearsfrom our examination of such books.c) <strong>The</strong> Balance Sheet and Profit & Loss Account andCash Flow Statement dealt with by this report are inagreement with the books of account.d) In our opinion, the Balance Sheet, Profit and LossAccount and Cash Flow Statement dealt with thisreport, comply with the Accounting Standards referredto in Sub-section (3C) of Section 2<strong>11</strong> of the CompaniesAct, 1956.e) On the basis of written representations received fromthe Directors and taken on record by the Board ofDirectors, we report that none of the Directors of thecompany are disqualified as on 31st March, 20<strong>11</strong>from being appointed as Directors of the companyunder clause (g) of sub section (1) of Section 274 ofCompanies Act, 1956.f) In our opinion and to the best of our information andaccording to the explanations given to us, the accountstogether with the notes thereon give the informationrequired under the Companies Act, 1956 in the mannerso required and give a true and fair view in conformitywith the Accounting Principles generally accepted inIndia:i) In the case of Balance Sheet, of the state of affairsof the company as at 31st March, 20<strong>11</strong>.ii) In the case of Profit and Loss account, of the Profitfor the year ended on that date.iii) In the case of Cash Flow Statement, of the Cashflows for the year ended on that date.for Narayanan, Patil and RameshChartered AccountantsFirm Regn No. 002395SPlace: BangaloreDate: May 04, 20<strong>11</strong>Patil Udaya KumarPartnerMembership No: 200/25589BRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 27


Annexure to Auditors’ <strong>Report</strong>Annexure referred to in paragraph 3 of the Auditors’ <strong>Report</strong>to the members of <strong>Brigade</strong> Enterprises Limited on theaccounts for the period ended 31st March 20<strong>11</strong>.(i) (a) <strong>The</strong> Company has maintained proper recordsshowing full particulars, including quantitativedetails and situation of Fixed Assets.(b) All the fixed assets have been physically verified bythe management during the period and no materialdiscrepancies were noticed on such verification.(c) During the period, the company has not disposedoff any substantial part of its Fixed Assets thatwould affect the Going Concern assumption of theCompany.(ii) (a) <strong>The</strong> Inventory has been physically verified atreasonable intervals during the period by themanagement. In our opinion, the frequency of verificationis reasonable.(b) <strong>The</strong> procedures of physical verification of inventoryfollowed by the management are reasonable andadequate in relation to the size of the company andthe nature of its business.(c) <strong>The</strong> company is maintaining proper records ofinventories. <strong>The</strong> discrepancies noticed on verificationbetween physical stock and book stock wasnot material.(iii) (a) According to the information and explanationsgiven to us, the Company has neither granted nortaken any loans, secured or unsecured from thecompanies, firms and other parties mentioned inthe Register maintained under section 301 of theCompanies Act, 1956.(b) Since the company has neither granted nor takenany loans, the provisions of clause (iii) (b), (iii) (c),(iii) (d), (iii) (e), (iii) (f), (iii) (g), of the Order are not(iv)applicable to the company.In our opinion and according to the information andexplanations given to us, there are adequate internalcontrol procedures commensurate with the size ofthe company and the nature of its business, withregard to purchase of inventory, fixed assets andfor the sale of goods. During the course of audit, wehave not observed any continuing failure to correctmajor weaknesses in internal control system.(v) (a) According to the information and explanations givento us, we are of the opinion that the transactionsthat need to be entered into a register in pursuanceof section 301 of the Companies Act, 1956 havebeen so entered.(b) In our opinion and according to the information andexplanations given to us, the transactions made inpursuance of contracts or arrangements enteredin the register maintained under Section 301 ofthe Companies Act, 1956 and exceeding the valueof rupees five lakhs in respect of any party duringthe period have been made at prices which arereasonable having regard to prevailing marketprices at the relevant time.(vi) According to the information and explanations givento us, the company has not accepted depositsfrom public and hence the directives issued bythe Reserve Bank of India and the provisions ofSections 58A and 58AA or any other relevant provisionsof the Act and the rules framed there under,are not applicable to the company.(vii) In our opinion, the company has an internal auditsystem commensurate with the size and nature ofits business.(viii)According to the information and explanations givento us, the Central Government has not prescribedmaintenance of cost records and hence theprovision of clause 4(viii) is not applicable.(ix) (a) According to the information and explanationsgiven to us and the records of the Companyexamined by us, the company is generally regular indepositing with appropriate authorities undisputedstatutory dues including Employee Provident Fund,Employees State Insurance, Income-Tax, Sales-Tax, Service Tax, Wealth Tax, Custom Duty, ExciseDuty, Cess and any other statutory dues applicableto it.(b) According to the information and explanations givento us, no undisputed amounts payable in respect ofIncome Tax, Sales Tax, Wealth Tax, Service Tax,Custom Duty, Excise Duty, Cess were in arrears, asat 31.03.20<strong>11</strong> for a period of more than six monthsfrom the date they became payable(c) According to the information and explanations givento us, the particulars of Income Tax, Value AddedTax and Service Tax as at 31st March 20<strong>11</strong>, whichhave not been deposited on account of a disputepending are as under:28FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


Name of the Statute Nature of Dues Amount (Rs)Service TaxVATService Tax onImportof ServicesAdditional turnoverproposedRs 96,99,396Rs 10,08,26,571Period to which theamount relatesFor the period fromApril, 2003 toMarch, 2008For the period April2005 to March 2008Forum wheredispute is pendingCustoms, Excise andService Tax AppellateTribunalJoint Commissioner ofCommercial Taxes(Appeals)Income Tax ActDisallowance u/s14ARs 56,15,148Assessment Year2008-09Income Tax AppellateTribunal(x)(xi)(xii)(xiii)(xiv)(xv)(xvi)In our opinion, the company has no accumulatedlosses and the company has not incurred cashlosses during the financial period covered by ouraudit and the immediately preceding financialperiod.In our opinion, and according to the informationand explanations given to us, the company has notdefaulted in repayment of dues to a financial institutionor bank or debenture holders.In our opinion, the company has not granted anyloans and advances on the basis of security byway of pledge of shares, debentures and othersecurities. Hence, maintenance of records is notapplicable.In our opinion, the company is not a chit fund ornidhi mutual benefit fund / society and therefore,the provisions of clause 4(xiii) of the Order are notapplicable to the company.According to the information and explanationsprovided to us, the company is not dealing in ortrading in shares, securities, debentures and otherinvestments and accordingly, the provisions ofclause 4(xiv) of the Order are not applicable to thecompany.According to the information and explanations givento us, the company has not given any guarantee forloans taken by others from bank or financial institutionand accordingly provisions of clause 4(xv) ofthe Order are not applicable to the company.In our opinion and according to the information andexplanations given to us, on an overall basis, theterm loans have been applied for the purpose forwhich they were raised.(xvii)(xviii)(xix)(xx)(xxi)According to the information and explanationsgiven to us and on an overall examination of thebalance sheet of the company, we report that fundsraised on short-term basis have not been used forlong-term investment.According to the information and explanations givento us, the Company has not made any preferentialallotment of shares during the period to partiesand companies covered in the Register maintainedunder Section 301 of the Act and therefore, theprovisions of clause 4(xviii) of the Order are notapplicable to the company.According to the information and explanations givento us, the Company has not issued any debentureand therefore, the provisions of clause 4(xix) of theOrder are not applicable to the company.In our opinion, in respect of the monies raisedby the company by way of public issue during theyear, the management has disclosed the end use ofmoney raised by public issues as a part of Notes toAccounts and the same has been verified.We have been informed that an erstwhile juniorlevel employee of the Company had embezzledfunds amounting to Rs 147.58 Lakhs over a periodfrom April 2007 to June 2009. <strong>The</strong> Company’s’internal investigation under the direct supervisionof the Company’s Audit Committee related to thisembezzlement has been completed. We have alsobeen informed that a sum of Rs 43.28 Lakhs hasbeen recovered by this company on this account.for Narayanan, Patil and RameshChartered AccountantsFirm Regn No. 002395SPlace: BangaloreDate: May 04, 20<strong>11</strong>Patil Udaya KumarPartnerMembership No: 200/25589BRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 29


Balance Sheet(Rupees in Lakhs)PARTICULARSSCHEDULEAs at31st March 20<strong>11</strong>As at31st March <strong>2010</strong>SOURCES OF FUNDSShareholders FundsShare Capital A <strong>11</strong>,225.19 <strong>11</strong>,225.19Reserves and Surplus B 1,01,277.63 91,313.5<strong>11</strong>,12,502.82 1,02,538.70Loan FundsSecured Loans C 78,047.02 65,473.82Deferred Tax Liability / (Asset) D 2,318.77 (128.10)Total 1,92,868.61 1,67,884.42APPLICATION OF FUNDSFixed AssetsEGross Block 40,872.00 20,821.71Less: Depreciation 5,651.38 5,587.33Net Block 35,220.62 15,234.38Capital Work-in-progress 82,018.17 89,816.451,17,238.79 1,05,050.83Investments F 1,969.82 1,466.65Current Assets, Loans & AdvancesInterest accrued but not due <strong>11</strong>.43 4.28Inventories G 64,022.15 50,953.26Sundry Debtors H 1,848.81 434.60Cash and Bank Balances I 3,590.46 3,066.89Loans and Advances J 50,750.31 36,077.9<strong>11</strong>,20,223.16 90,536.94Less: Current Liabilities & ProvisionsCurrent Liabilities K 43,122.81 28,340.84Provisions L 4,813.65 2,448.8947,936.46 30,789.73Net Current Assets 72,286.70 59,747.21Miscellaneous Expenditure(to the extent not Written off or Adjusted)M 1,373.30 1,619.73Total 1,92,868.61 1,67,884.42Notes to Accounts form an integral part of the Financial Statements.As per our report of even datefor Narayanan, Patil and RameshChartered AccountantsFirm Regn No. 002395SM. R. JaishankarChairman & Managing Directorfor <strong>Brigade</strong> Enterprises LimitedShama Sunder R. J.Vice President—FinancePatil Udaya KumarPartnerMembership No: 200/25589Place: Bangalore Date: May 04, 20<strong>11</strong>M. R. ShivramDirectorP. Om PrakashCompany Secretary30FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


Profit & Loss Account(Rupees in Lakhs)PARTICULARSSCHEDULEFor the year ended31st March 20<strong>11</strong>For the year ended31st March <strong>2010</strong>INCOMEContract & Other Receipts N 45,746.63 36,259.08Increase / (Decrease) in closing stock of units 6,603.14 177.01Total 52,349.77 36,436.09EXPENDITUREProject & Direct Expenses 0 29,915.90 23,930.54Personnel Expenses P 2,945.21 1,6<strong>11</strong>.59Administrative and Selling Expenses Q 3,009.87 2,771.73Interest & Financial Charges R 1,678.69 887.49Depreciation E 1,726.58 1,791.03Miscellaneous Expenses Written Off M 814.85 809.86Total 40,091.10 31,802.24Profit Before Tax 12,258.67 4,633.85Provision for Taxation - Current Taxes 2,684.85 754.43Provision for Taxation - Deferred Taxes 2,446.87 23.75Provision for Taxation - Wealth Tax 1.20 —MAT entitlement for AY 20<strong>11</strong>-12 (914.65) (739.54)Profit after tax 8,040.40 4,595.21Add: Prior year (expenses) / income 1,190.73 96.77Add: Reversal of excess provision for Income Tax 2,716.97 (58.02)Less: Diminution in value of investments 20.54 <strong>11</strong>.66Profit for the Year available for Appropriation <strong>11</strong>,927.56 4,622.30AppropriationsTowards Proposed Dividend 1,683.78 1,347.02Towards Tax on Proposed Dividend 279.65 228.93Profit Transferred to General Reserve 894.57 <strong>11</strong>5.56Balance Transferred to Balance Sheet 9,069.56 2,930.79Earnings per share - Basic & Diluted (in Rupees) 10.63 4.12Nominal value of Shares 10.00 10.00Notes to Accounts form an integral part of the Financial Statements.As per our report of even datefor Narayanan, Patil and RameshChartered AccountantsFirm Regn No. 002395SM. R. JaishankarChairman & Managing Directorfor <strong>Brigade</strong> Enterprises LimitedShama Sunder R. J.Vice President—FinancePatil Udaya KumarPartnerMembership No: 200/25589Place: Bangalore Date: May 04, 20<strong>11</strong>M. R. ShivramDirectorP. Om PrakashCompany SecretaryBRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 31


Cash Flow StatementPARTICULARSFor the year ended31st March 20<strong>11</strong>(Rupees in Lakhs)For the year ended31st March <strong>2010</strong>Cash Flow from Operating ActivitiesNet Profit before Tax 12,258.67 4,633.85Adjustments for:Depreciation 1,726.58 1,791.03Profit from sale of commercial projects (9,578.13) (87.29)Dividend Received (25.23) (242.26)Reversal of excess provision for Income Tax 2,716.97 739.54Prior year income / (expenses) 1,190.73 96.77Diminution in value of Investment (20.54) —Interest Income (217.89) (183.67)Bad Debts 6.12 0.13Amortisation of Miscellaneous Expenses 814.85 809.86Interest paid 9,599.49 7,<strong>11</strong>2.76Operating Profit before Working-Capital Changes 18,471.62 14,670.72Adjustments for:Decrease / (Increase) in Sundry Debtors (1,420.32) 165.58Decrease / (Increase) in Inventories (13,068.89) (3,127.50)Decrease / (Increase) in Loans & Advances (12,092.27) 893.66Interest accrued, but not due (7.15) (1.20)Taxes paid (2,431.04) (2,021.85)Increase / (Decrease) in Current Liabilities 14,838.73 (229.36)Net Cash Flow (used in) / from Operating Activities 4,290.68 10,350.04Cash Flows from Investing ActivitiesAdditions to Fixed Assets (Net of Capital WIP) (18,544.20) (27690.32)Sale of Fixed Assets 14,207.80 453.56Long-term Investment (Net) (506.13) —Investments realised 2.97 2000.00Interest received 217.89 183.67Dividend received 25.23 242.26Pre-operative expenses of Sheraton Hotel (568.42) —Net Cash Flow (used in) / from Investing Activities (5164.86) (24810.83)32FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


PARTICULARSFor the year ended31st March 20<strong>11</strong>(Rupees in Lakhs)For the year ended31st March <strong>2010</strong>Cash Flows from Financing ActivitiesInterest payment (9,599.49) (7,<strong>11</strong>2.76)Dividend paid (1,347.02) (1,347.02)Dividend Tax paid (228.93) (228.93)Increase / (Decrease) in Secured Loans 12,573.20 22,614.03Net Cash Flow (used in) / from Investing Activities 1,397.75 13,925.32Net increase in cash and cash equivalents 523.57 (535.45)Cash and Cash equivalents at the beginning of period 3,066.89 3,602.34Cash and Cash equivalents at the end of period 3,590.46 3,066.89As per our report of even datefor Narayanan, Patil and RameshChartered AccountantsFirm Regn No. 002395SM. R. JaishankarChairman & Managing Directorfor <strong>Brigade</strong> Enterprises LimitedShama Sunder R. J.Vice President—FinancePatil Udaya KumarPartnerMembership No: 200/25589Place: Bangalore Date: May 04, 20<strong>11</strong>M. R. ShivramDirectorP. Om PrakashCompany SecretaryBRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 33


Schedules forming part of Balance Sheet(Rupees in Lakhs)PARTICULARSAs at31st March 20<strong>11</strong>As at31st March <strong>2010</strong>SCHEDULE A — Share CapitalAuthorised15,00,00,000 Equity Shares of Rs 10/- each 15,000.00 15,000.00Issued, Subscribed & Paid Up<strong>11</strong>,22,51,940 Equity Shares of Rs 10/- each <strong>11</strong>,225.19 <strong>11</strong>,225.19Total <strong>11</strong>,225.19 <strong>11</strong>,225.19SCHEDULE B — Reserves & SurplusSecurities Premium AccountOpening Balance 68,571.78 68,571.78Closing Balance (A) 68,571.78 68,571.78General ReserveOpening Balance 4,844.19 4,728.63Add: Transfers during the year from Profit and Loss Account 894.57 <strong>11</strong>5.56Closing Balance (B) 5,738.76 4,844.19Profit & Loss A/cOpening Balance 17,897.54 14,966.75Add: Balance transferred from Profit and Loss Account 9,069.56 2,930.79Closing Balance (C) 26,967.10 17,897.54Total (A+B+C) 101,277.63 91,313.51SCHEDULE C — Secured Loans(Refer Notes to Accounts for securities offered)Loans and Advances from Banks 77,765.15 65,297.66Interest accrued and due 281.87 176.16(Term Loan repayable within 1 year is Rs 20,485.95 lakhs)Total 78,047.02 65,473.82SCHEDULE D — Deferred Tax Liability / (Asset)Fixed Assets 2,338.14 (74.89)Expenses disallowed (19.37) (53.21)Total 2,318.77 (128.10)34FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


SCHEDULE E — FIXED ASSETS(Rupees in Lakhs)GROSS BLOCK DEPRECIATION NET BLOCKSlNo.Fixed AssetsAs at1-Apr-10AdditionsDeletionsAs at31-Mar-<strong>11</strong>As at1-Apr-10For theYearended31-Mar-<strong>11</strong>AmountWritten BackTotalamount as at31-Mar-<strong>11</strong>W.D.V.as at31-Mar-<strong>11</strong>W.D.V.as at31-Mar-101 Land 965.24 1,643.60 655.39 1,953.46 — — — — 1,953.46 965.242 Building <strong>11</strong>,535.60 16,579.02 3,273.25 24,841.36 1,623.08 6<strong>11</strong>.84 439.76 1,795.16 23,046.20 9,912.523Furniture,Fixtures andInteriors5,077.04 5,481.33 1,237.72 9,320.65 2,360.67 666.76 573.19 2,454.23 6,866.42 2,716.384Office Equipment& Plant andMachinery2,392.24 2,432.55 1,050.55 3,774.24 1,029.80 329.68 580.52 778.96 2,995.28 1,362.445Computer andHardware590.83 205.98 59.05 737.76 405.90 95.<strong>11</strong> 58.51 442.50 295.27 184.946 Vehicles 255.40 — 15.37 240.03 162.52 23.20 9.67 176.05 63.99 92.887 Low Value Asset 5.36 — 0.87 4.49 5.36 — 0.87 4.49 — —Sub Total 20,821.71 26,342.48 6,292.20 40,872.00 5,587.33 1,726.58 1,662.53 5,651.38 35,220.61 15,234.38CapitalWork-in-progress89,816.45 39,081.92 46,880.20 82,018.17 — — — — 82,018.17 89,816.45Total 1,10,638.16 65,424.40 40,588.00 1,22,890.17 5,587.33 1,726.58 1,662.53 5,651.38 1,17,238.79 1,05,050.83BRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 35


Schedules forming part of Balance Sheet(Rupees in Lakhs)PARTICULARSAs at31st March 20<strong>11</strong>As at31st March <strong>2010</strong>SCHEDULE F — InvestmentsLong Term InvestmentsA. Investment in Government SecuritiesNational Savings Certificate 7.88 12.32B. Unquoted Shares5,000 Shares of Diagnostic Research Pvt. Ltd 0.50 0.50of face value of Rs 10/- each2,39,406 Shares of AEC Promag Consultancy Pvt. Ltd 23.94 38.00of face value of Rs 10/- each3,70,000 shares of Tandem Allied Services Pvt. Ltd 7.40 7.40of face value of Rs 10/- eachC. Investments In Subsidiary Companies1,00,00,000 Shares of <strong>Brigade</strong> Hospitality Services Ltd 1,000.00 1,000.00of face value Rs 10/- each50,000 Shares of <strong>Brigade</strong> Properties Pvt. Ltd 5.00 5.00of face value of Rs 10/- each50,000 Shares of <strong>Brigade</strong> Infrastructure & Power Pvt. Ltd 5.00 5.00of face value of Rs 10/- each50,000 Shares of <strong>Brigade</strong> Estates & Projects Pvt. Ltd 5.00 5.00of face value of Rs 10/- each1,00,200 Shares of <strong>Brigade</strong> Tetrarch Pvt. Ltd 38.35 38.35of face value Rs 10/- each10,000 Shares of WTC Trades and Projects Pvt. Ltd 367.20 -of face value Rs 10/- eachLess: Diminution in value of investment in<strong>Brigade</strong> Hospitality Services Ltd602.21 602.21Less: Diminution in value of investment in<strong>Brigade</strong> Tetrarch (P) Ltd38.35 38.35Less: Diminution in value of investment in<strong>Brigade</strong> Properties (P) Ltd0.62 0.62Less: Diminution in value of investment in<strong>Brigade</strong> Infrastructure & Power (P) Ltd3.03 3.03Less: Diminution in value of investment in<strong>Brigade</strong> Estate & Projects (P) Ltd0.71 0.71Less: Diminution in value of investment inAEC Promag Consultancy (P) Ltd20.53 -D. Investments In Joint Venture Company1,00,00,000 Shares of BCV Developers Pvt. Ltd 1,000.00 1,000.00of face value Rs 10/- each17,50,000 Shares of BCV Estates Pvt. Ltd 175.00 -of face value Rs 10/- eachTotal 1,969.82 1,466.6536FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


(Rupees in Lakhs)PARTICULARSAs at31st March 20<strong>11</strong>As at31st March <strong>2010</strong>SCHEDULE G — InventoriesStock of Materials at Sites/with sub contractors(At lower of Cost or Net Realisable Value)- As Certified by Management 3,733.52 4,151.07Transferable Development Rights 541.13 541.13Land Held for Development 15,033.14 24,351.32Work-in-Progress (at lower of cost or Net Realisable Value) — —- As Certified by Management 16,672.74 20,867.37Closing Stock of unsold Units (at lower of Cost or Net Realisable Value) 28,041.62 1,042.37Total 64,022.15 50,953.26SCHEDULE H — Sundry Debtors(Unsecured, Considered Good)- Outstanding for more than 6 months:Debts due by Subsidiary companies 855.78 6.07Others (Considered Good) 55.57 44.52Considered doubtful 2.93 49.76- Outstanding for Less than 6 months:Other Debts, Considered Good 990.40 384.0<strong>11</strong>,904.68 484.36Less: Provision for doubtful debts 55.87 49.76Total 1,848.81 434.60SCHEDULE I — Cash & Bank BalancesCash & Cheques in hand 32.52 6.37Bank Balances with Scheduled Banks- in Current Accounts 544.59 330.73- in Deposit Accounts 3,013.35 2,729.79Total 3,590.46 3,066.89SCHEDULE J — Loans and Advances (Unsecured, Considered Good)Advances recoverable in cash, kind or value to be received:Subsidiary Companies 1,649.94 201.28Joint Venture 13,661.88 <strong>11</strong>,236.33Property Advances 6,751.62 7,358.26Refundable Deposit on Joint Development 8,223.34 4,068.74Contractors / Suppliers 4,186.03 2,448.89Others 8,014.24 4,918.31Advance Tax, TDS and refund due 7,059.59 4,478.97Other Deposits 1,203.62 1,367.13Total 50,750.31 36,077.91BRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 37


Schedules forming part of Balance Sheet(Rupees in Lakhs)PARTICULARSAs at31st March 20<strong>11</strong>As at31st March <strong>2010</strong>SCHEDULE K — Current LiabilitiesAdvances Received from Clients 27,602.<strong>11</strong> 12,453.91Sundry Creditors:Due to Directors 149.77 65.58Micro, Small & Medium Scale Enterprises [Note (i) below] 15.70 22.24Contractors, Suppliers & Others 15,355.23 15,799.<strong>11</strong>[Note (i): As per the information provided by the Company]Total 43,122.81 28,340.84SCHEDULE L — ProvisionsProvision for Income Tax 2,676.48 754.43Provision for Wealth Tax 1.20 2.76Provision for Leave Encashment & Gratuity 172.54 <strong>11</strong>5.75Provision for Dividend 1,683.78 1,347.02Tax on Dividend 279.65 228.93Total 4,813.65 2,448.89SCHEDULE M — Miscellaneous Expenditure(to the extent not Written Off or Adjusted)Initial Public Offer Expenses 1,580.13 2,389.99Preliminary Expense 39.60 39.60Add: Sheraton Hotel Pre-Operative Expenses 568.42 —2,188.15 2,429.59Less: 1/5th Amortised 814.85 809.86Balance carried forward to Balance Sheet 1,373.30 1,619.7338FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


Schedules forming part of Profit & Loss AccountPARTICULARSFor the year ended31st March 20<strong>11</strong>(Rupees in Lakhs)For the year ended31st March <strong>2010</strong>SCHEDULE N — Contract & Other ReceiptsContract Receipts 32,157.32 32,468.75Sale of Commercial Project 9,575.21 —Dividend From Investments 25.23 242.26Interest received 217.89 183.67Miscellaneous Income 439.35 219.68Rent and Management fees received 3,328.71 3,057.43Profit—Sale of Asset 2.92 87.29Total 45,746.63 36,259.08SCHEDULE O — Project ExpensesConstruction MaterialsCement 348.30 373.56Granite / Marble (Flooring Material) 1,931.36 1,778.03Hardware Items 601.20 551.77Steel 1,882.43 2,569.83Total 4,763.29 5,273.19Land and Construction ExpensesConstruction Expenses 23,321.45 28,348.76Architect & Consultancy Fees 797.71 643.09Electrical Work and Power Charges 9,488.87 6,087.27Interiors - Projects 5,234.41 1,788.86Miscellaneous Expenses - Construction 305.07 1,460.26Land Cost — 2163.77Rates & Taxes - Projects 1,968.74 852.36Consumption - equipments - Sheraton 13.32 —Other Direct Project ExpensesInterest - Projects 8,192.60 6,546.67Selling & Administrative Expenses - Projects 1,636.03 1,209.50Miscellaneous Expenses - Projects 769.47 978.89Total of Construction Material and Expenses 56,490.96 55,352.62Increase/Decrease in Stock and WIPOpening Work-in-Progress - Projects 20,867.37 16,808.05Opening Work-in-Progress - Capital 89,816.46 67,<strong>11</strong>6.17Less: Cost of Projects Sold / Transferred 46,971.96 4,662.47Total 63,7<strong>11</strong>.87 79,261.75Closing Work-in-Progress - Projects 8,268.76 20,867.37Closing Work-in-Progress - Capital 82,018.17 89,816.46Total 90,286.93 <strong>11</strong>0,683.83(Increase) / Decrease in value of Work-in-Progress (26,575.06) (31,422.08)Total 29,915.90 23,930.54BRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 39


Schedules forming part of Profit & Loss AccountPARTICULARSFor the year ended31st March 20<strong>11</strong>(Rupees in Lakhs)For the year ended31st March <strong>2010</strong>SCHEDULE P — Personnel ExpensesSalaries & Wages 3,335.30 2,361.73Training & Recruitment 46.64 23.50Staff Welfare 214.84 100.50Contributions to Funds <strong>11</strong>7.90 104.75Less: Transferred to project Expenses Schedule - O 769.47 978.89Total 2,945.21 1,6<strong>11</strong>.59SCHEDULE Q — Administrative and Selling ExpensesAdvertisement & Sales Promotion 943.99 817.54Agency Commission 1,172.83 266.69Bad Debts 6.12 9.<strong>11</strong>Communication Expenses 74.03 79.96Directors’ Sitting Fee 6.26 5.44Discount <strong>11</strong>4.43 59.87Donation 74.35 156.68Miscellaneous Expenses 132.59 72.77Insurance 50.10 73.00Legal, Professional & Consultancy Charges 776.16 491.16Power / Fuel Charges 41.04 33.62Printing & Stationery 56.82 59.75Rates & Taxes 107.37 431.48Rent Paid 438.21 942.86Loss On Investments 17.93 -Repairs & Maintenance 188.86 154.35Security Charges 233.74 204.64Customer-Pre EMI Pmt - 17.27Travelling & Conveyance Expenses 2<strong>11</strong>.07 105.04Less: Transferred to project Expenses Schedule - O 1,636.03 1,209.50Total 3,009.87 2,771.73SCHEDULE R — Interest and Financial ChargesBank Charges 271.80 321.40Interest on Bank Loans and others 9,599.49 7,<strong>11</strong>2.76Less: Transferred to project Expenses Schedule - O 8,192.60 6,546.67Total 1,678.69 887.4940FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


Schedule for Notes to Accountsfor the year ended 31st March 20<strong>11</strong>1. SIGNIFICANT ACCOUNTING POLICIES:1.1 Basis for Preparation of Financial Statements:<strong>The</strong> Financial Statements are prepared under the historicalcost convention, on the accrual basis of accounting and inaccordance with generally accepted accounting principles inIndia and comply with the Accounting Standards prescribedby the Companies (Accounting Standards) Rules 2006, tothe extent applicable and in accordance with the Provisionsof the Companies Act, 1956.1.2. Use of Estimates:Preparation of Financial Statements in conformity withGenerally Accepted Accounting Principles requiresCompany Management to make estimates and assumptionsthat affect reported balance of assets and liabilities anddisclosures relating to contingent assets and liabilities asof the date of Financials and reported amounts of incomeand expenses during the period. Examples of such estimateinclude Revenues and Profits expected to be earned onprojects carried on by the Company, contract costs expectedto be incurred for completion of project, provision fordoubtful debts, income taxes, etc. Actual results could differfrom these estimates. Differences, if any, between the actualresults and estimates are recognised in the period in whichthe results are known or materialised.1.3. ExpenditureExpenses are accounted on the accrual basis and provisionsare made for all known losses and liabilities.1.4. Valuation of Inventories and Construction Work-in-Progress:a) Valuation of Inventories, representing stock ofmaterials at project site/with contractors, has beendone after providing for obsolescence, if any, at lowerof Cost or Net Realisable Value. <strong>The</strong> cost is generallycalculated on FIFO basis.b) Valuation of inventories, representing food andbeverages, held at Sheraton Bangalore at <strong>Brigade</strong>Gateway has been done after providing for obsolescence,if any, at lower of Cost or Net RealisableValue. <strong>The</strong> cost is generally calculated on weightedaverage basis.c) <strong>The</strong> value of construction Work-in-Progress duringthe period is determined as follows:‣¾ <strong>The</strong> aggregate of opening Work-in-Progress, cost ofconstruction, and construction overheads incurredduring the year as reduced by cost of completedcontract transferred to income and closing stock ofmaterials if any.‣¾ <strong>The</strong> value of completed projects intended forimmediate sale is considered as an inventory andvalue of completed projects/units intended to beretained/leased is considered as fixed asset.‣¾Land held for development, Work-in-Progress, TransferableDevelopment Rights, and Closing Stock ofunsold units is valued at Cost or Net Realisable Valuewhichever is lower.1.5. Cash Flow Statement:Cash Flows are reported using the indirect method, wherebyprofit before tax is adjusted for the effects of transactionsof a non-cash nature and any deferrals or accruals of pastor future cash receipts or payments. <strong>The</strong> cash flows fromregular revenue generating; financing and investing activitiesof the Company are segregated.1.6. Events occurring after the date of Balance Sheet:Material events occurring after the date of Balance Sheetare taken into cognisance.1.7. Depreciation:Depreciation in respect of fixed assets, is provided adoptingWritten Down Value Method at the rates provided underSchedule XIV to the Companies Act, 1956, except on assetsheld for the purpose of sale, no depreciation is charged.‣¾ On the following assets leased out, depreciation ischarged on Straight Line Method over the period ofthe lease as shown below.Project NameBuildingFurniture,Fixture andInteriorsOfficeEquipment andPlant andMachinery<strong>Brigade</strong> Mane Court 25 Years 5 Years 5 YearsAugusta Club 25 Years 5 Years 5 Years<strong>Brigade</strong> MLRConvention Centre25 Years 5 Years 5 YearsWoodrose Club 25 Years 5 Years 5 Years<strong>Brigade</strong> BusinessSuites (Formerlyknown asHomestead 2)Mercure HomesteadResidences25 Years 5 Years 5 Years25 Years 5 Years 5 Years<strong>Brigade</strong> Plaza 25 Years 5 Years Not Applicable<strong>Brigade</strong> SouthParade<strong>Brigade</strong> Tech ParkB-Block4th & 5th FloorHulkul <strong>Brigade</strong>Centre 1st FloorHulkul <strong>Brigade</strong>Centre 3rd Floor14 Years 5 Years Not ApplicableNotApplicableNotApplicableNotApplicable5 Years 5 Years3 Years 3 Years4 Years 4 YearsBRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 41


iii.<strong>The</strong> present value of the obligation under such plan isdetermined based on the actuarial valuation using theprojected unit credit method which recognises eachperiod of service as giving rise to an additional unit ofemployee benefit entitlement and measures each unitseparately to build up the financial obligation. <strong>The</strong>Company has an Employee Gratuity Fund managedby Life Insurance Corporation of India (LIC). Actuarialgains or losses are charged to Profit and LossAccount.Liability in respect of leave encashment is providedfor on actuarial basis using the projected unit creditmethod same as above.1.13. Borrowing CostsCost of funds borrowed for acquisition of fixed assets up tothe date the asset is put to use is added to the value of theassets.1.14. Earnings per Share:Basic Earnings per Share is computed by dividing netincome by the weighted average number of common stockoutstanding during the period.<strong>The</strong> number of shares used in computing diluted earningsper share comprises the weighted average sharesconsidered for deriving basic earnings per share, and alsothe weighted average number of equity shares that couldhave been issued on the conversion of all dilutive potentialequity shares. <strong>The</strong> diluted potential equity shares areadjusted for the proceeds receivable, had the shares beenactually issued at fair value (i.e., the average market value ofthe outstanding shares). Diluted potential equity shares aredeemed converted as of the beginning of the period, unlessissued at a later date.1.15. Provision for Taxation:Deferred Tax is recognised, subject to the consideration ofprudence, in respect of deferred tax assets or liabilities, ontiming differences, being the difference between taxableincomes and accounting incomes that originate in oneperiod, and are reversible in one or more subsequentperiods.<strong>The</strong> provision for taxation is made on Taxes PayableMethod after considering the effect of deduction underSection 35D, Section 80IB and Section <strong>11</strong>5JBof the IncomeTax Act, 1961.1.16. Impairment of Assets:At the end of each year, the Company determines whethera provision should be made for impairment loss on fixedassets by considering the indications that an impairmentloss may have occurred in accordance with AccountingStandard-28 “Impairment of Assets” prescribed under theCompanies (Accounting Standards) Rules 2006, wherethe recoverable amount of any fixed asset is lower than itscarrying amount, a provision for impairment loss on fixedassets is made for the difference.1.17. Provisions and Contingent Liabilities:Provision is recognised when an enterprise has a presentobligation as a result of past event and is probable thatan outflow of resources will be required to settle theobligation, in respect of which a reliable estimate can bemade. Provisions are determined based on managementestimates required to settle the obligation at the balancesheet date. <strong>The</strong>se are reviewed at each balance sheet dateand adjusted to reflect the current management estimate.Where no reliable estimate can be made, a disclosure ismade as contingent liability. A disclosure for a contingentliability is also made when there is possible obligation or apresent obligation that may, but probably will not, require anoutflow of resources. Where there is a possible obligationor a present obligation in respect of which the likelihood ofoutflow of resources is remote, no provision or disclosure ismade.1.18. Amortisation of Miscellaneous Expenditure:Expenses incurred towards Initial Public Offer and otherdeferred expenses (being operational expenses in respect ofcertain projects incurred till commencement of commercialoperation) classified under Miscellaneous Expenditure arewritten off equally over a period of 5 years.In case of Sheraton Hotel Bangalore at <strong>Brigade</strong> Gateway,pre-operative expenses incurred till commencement ofcommercial operation classified under MiscellaneousExpenditure are written off equally over a period of 5 years.2. NOTES ON ACCOUNTS (forming an integral partof accounts)2.1. Share Capital:Issued, Subscribed and Paid up capital of Rs <strong>11</strong>,225.19Lakhs and there is no change in the same during the year.2.2. Secured Loans:2.2.1 Corporation Bank:a. Loan of Rs 10,497.59 Lakhs (31.03.<strong>2010</strong>: Rs10,999.76 Lakhs) is secured by first charge onpari-passu basis with Indian Bank on land, buildingand Multi Level Car Parking of the <strong>Brigade</strong> GatewayWorld Trade Center Bangalore, Subramanyanagar,Malleswaram West, Bangalore.b. Overdraft loan of Rs 1,154.22 Lakhs as against thefacility of Rs 2,000 Lakhs (31.03.<strong>2010</strong>: Rs 1,555.90Lakhs) is secured by on the property of Augusta Cluband EMG of Hulkul <strong>Brigade</strong> Centre to the extent ofBRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 43


Schedule for Notes to Accountsfor the year ended 31st March 20<strong>11</strong>17140 sft situated at No. 82 Lavelle Road, WardNo. 76, Bangalore (third party property), owned bydirector Mr M. R. Jaishankar and his family members.c. Loan of Rs 12,634.24 Lakhs (31.03.<strong>2010</strong>:Rs 8,500.27) is secured by EMG / first charge on theresidential buildings, viz., B Block (Altair at <strong>Brigade</strong>Gateway) and J, K, L Blocks at <strong>Brigade</strong> Metropolis,Bangalore.Above loans have been further secured by thepersonal guarantee of directors Mr M .R. Jaishankar,Mr M. R. Shivram and Mr M. R. Krishna Kumar (tothe extent of Rs 15,500.00 Lakhs only).2.2.2 Indian Bank:Loan of Rs 5,384.47 Lakhs (31.03.<strong>2010</strong>: Rs 6,127.27Lakhs) is secured by first charge on pari-passubasis with Corporation Bank on land, building andMulti Level Car Parking of the <strong>Brigade</strong> GatewayWorld Trade Center Bangalore, Subramanyanagar,Malleswaram West, Bangalore and thepersonal guarantee of directors Mr M. R. Jaishankarand Mr M. R. Shivram.2.2.3. State Bank of India:Loan of Rs 14,473.88 Lakhs (31.03.<strong>2010</strong>: Rs12,623.15 Lakhs) is secured by first charge on paripassubasis with State Bank of Mysore and StateBank of Patiala on land and buildings of the SheratonHotel and Orion Mall Projects at the <strong>Brigade</strong>Gateway, Subramanyanagar, Malleswaram West,Bangalore and the personal guarantee of directorsMr M. R. Jaishankar and Mr M. R. Shivram.2.2.4 State Bank of Mysore:Loan of Rs 2,838.37 Lakhs (31.03.<strong>2010</strong>: Rs 4,043.18Lakhs) is secured by first charge on pari-passubasis with State Bank of India and State Bankof Patiala on land and buildings of the SheratonHotel and Orion Mall Projects at the <strong>Brigade</strong>Gateway, Subramanyanagar, Malleswaram West,Bangalore and the personal guarantee of directorsMr M. R. Jaishankar and Mr M. R. Shivram.2.2.5 State Bank of Patiala:Loan of Rs 2,837.48 Lakhs (31.03.<strong>2010</strong>: Rs 4,043.23Lakhs) is secured by first charge on pari-passu basiswith State Bank of Mysore and State Bank of India onland and buildings of the Sheraton Hotel and OrionMall Projects at the <strong>Brigade</strong> Gateway, Subramanyanagar,Malleswaram West, Bangalore. And thepersonal guarantee of directors Mr M. R. Jaishankarand Mr M. R. Shivram.2.2.6 ICICI Bank Ltd:Loan of Rs 575.00 Lakhs (31.03.<strong>2010</strong>: Rs 704.14Lakhs) is secured by exclusive mortgage on land andbuilding of the Homestead-2 at Jayanagar, Bangalore,and the personal guarantee of Mr M. R. Jaishankarand Mr M. R. Shivram.2.2.7 Bank of Baroda:a) Loan of Rs 2,924.72 Lakhs (31.03.<strong>2010</strong>: Rs 3,000Lakhs) is secured by equitable mortgage of landand building of the <strong>Brigade</strong> International School@ Whitefield, Dyavasandra Industrial Area Phase I,K. R. Puram Hobli, Bangalore.b) Loan of Rs 8,995.53 Lakhs (31.03.<strong>2010</strong>: 5,000 Lakhs)is secured by exclusive first charge of portions ownedby the Company at Summit 1 & 2 and the adjoining7-level MLCP building including car parking spaceat <strong>Brigade</strong> Metropolis, Mahadevapura, K. R. PuramHobli, Bangalore.2.2.8 Bank of India:Loan of Rs 1,700 Lakhs (31.03.<strong>2010</strong>: 500 Lakhs) issecured by Equitable Mortgage of land and buildingof the <strong>Brigade</strong> International School @ GatewaySubramanyanagar, Malleswaram West, Bangalore.2.2.9 Lakshmi Vilas Bank:a) Loan of Rs 2,094.62 Lakhs (31.03.<strong>2010</strong>: Rs NIL)is secured by equitable mortgage / hypothecationof land and building of MLR Convention Centreand Woodrose Club situated at <strong>Brigade</strong> Millenniumat Puttenahalli, J. P. Nagar, 7th Phase, Bangaloreand Regent Club at Doddanekundi Industrial Area,II Phase, Mahadevapura Village, K. R. PuramHobli, Bangalore and the Corporate Guarantee ofM/s. <strong>Brigade</strong> Hospitality Services Ltd.b) Loan of Rs 2,534.40 Lakhs (31.03.<strong>2010</strong>: NIL) issecured by equitable mortgage/ hypothecation ofland and building of MLR Convention Centre andWoodrose Club situated at <strong>Brigade</strong> Millennium atPuttenahalli, JP Nagar, 7th Phase, Bangalore andRegent Club at Doddanekundi Industrial Area,II Phase, Mahadevapura Village K. R. PuramHobli, Bangalore and the Corporate Guarantee ofM/s. <strong>Brigade</strong> Hospitality Services Ltd.2.2.10 Allahabad Bank:a) Loan of Rs 3,036.92 Lakhs (31.03.<strong>2010</strong>: Rs NIL) issecured by Assignment of Lease rentals from: CiscoSystems India Pvt. Ltd, Encora Technologies Pvt.Ltd, Quintiles Data Processing Center (India) Pvt.Ltd and Quintiles Technologies (India) Pvt. Ltd with44FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


Collateral security of exclusive equitable mortgageof plot of Land situated at Sy No. 6/1, 7/1, 6/2, 6/3,6/4, 7/2, 7/3, 7/4,5 in Kurubarakunte Village, KasabaHobli, Devanahalli Taluk, Bangalore Rural Dist., whichis under Joint Development Agreement betweenMr M. R. Jaishankar and M/s. <strong>Brigade</strong> EnterprisesLimited and the personal guarantee of directorMr M. R. Jaishankar.b) Loan of Rs 6,365.59 Lakhs (31.03.<strong>2010</strong>: NIL) issecured by equitable mortgage of land and buildingof Orion Mall Projects at <strong>Brigade</strong> Gateway, Subramanyanagar,Malleswaram West, Bangalore and thepersonal guarantee of director Mr M. R. Jaishankar.ParticularsPlan Assets at the end of the Year,at Fair ValueReconciliation of Present Value of theObligation and the Fair Value of the PlanAssetsFair Value of Plan Assets at theend of the YearPresent Value of the defined benefitobligation at the end of the YearAsset / (Liability) recognised in theBalance SheetAs at31 March20<strong>11</strong>As at31 March<strong>2010</strong>157.04 <strong>11</strong>7.62157.04 109.05171.36 <strong>11</strong>7.62(14.32) (8.58)2.3. Disclosure pursuant to Accounting Standard 7(Revised):(Rupees in Lakhs)Particulars <strong>2010</strong>–<strong>11</strong> 2009–10Contract Revenue recognised asRevenue in the yearAggregate amount of contract costincurred upto the <strong>Report</strong>ing Date.Recognised profits (less: RecognisedLosses) upto the <strong>Report</strong>ing DateAdvances Received fromCustomers32,157.32 32,468.751,24,841.05 1,10,031.5146,841.42 43,145.5222,488.07 12,453.912.4. Warranty Costs:<strong>The</strong> Company has not recognised warranty cost relating tosale of unit/property, since such costs, if any, are covered bya corresponding warranty from the Company’s contractors/vendors. This cost, if any, is recognised as and whenincurred by the Company.2.5. Gratuity Plan:<strong>The</strong> following table spells out the status of the gratuity planas required under AS-15 (revised).(Rupees in Lakhs)ParticularsAs at31 March20<strong>11</strong>As at31 March<strong>2010</strong>Obligations at the beginning of the Year 109.05 84.29Service Cost 22.49 20.82Interest Cost 8.72 6.74Benefits Settled (18.34) (1.64)Actuarial (Gain) / Loss 49.44 (1.17)Obligations at the end of the Year 171.36 109.05Change in Plan AssetsPlan Assets at the beginningof the Year, at Fair Value<strong>11</strong>7.62 31.88Expected return on Plan Assets 12.12 9.28Contributions 45.64 78.<strong>11</strong>Benefits Settled (18.34) (1.64)Actuarial Gain / (Loss) Nil NilGratuity Cost for the YearService Cost 22.49 20.82Interest Cost 8.72 6.74Expected Return on Plan Assets (12.12) (9.28)Actuarial (Gain) / Loss 49.44 (1.17)Net Gratuity Cost 68.53 17.12AssumptionsInterest Rate 8.00% 7.50%Expected Rate of return on Plan Assets 8.00% 7.50%2.6. Borrowing CostA sum of Rs 1,527.91 Lakhs (previous year Rs NIL) beingborrowing cost incurred by the company in respect ofassets / projects was Capitalised during the year. Sum ofRs 1,499.67 Lakhs (previous year Rs NIL) being borrowingcost incurred by the company in respect of assets / projects,carried forward as stock in trade. A sum of Rs 4422.41Lakhs (previous year Rs 5137.08 Lakhs) being borrowingcost incurred by the company in respect of assets / projects,carried forward as capital work in progress.2.7. Segmental <strong>Report</strong>ing<strong>The</strong> Company’s operations predominantly relate toconstruction and development, real estate development,and related activities of leasing/rental of units/properties.Accordingly, real estate development represents a singleprimary segment in the financials of the Company andthe geographical location of the projects represents thesecondary segment of reporting.During the current year, the financials of the Companyrepresent a single primary segment (real estate development).<strong>The</strong> Revenues from Hospitality being a newPrimary segment does not exceed 10% of the overallrevenues of the company. With respect to secondarysegment, the Company has its projects in India, whichmakes it a single segment. Hence, providing of segmentalinformation is not applicable to the Company for the currentfinancial year.BRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 45


Schedule for Notes to Accountsfor the year ended 31st March 20<strong>11</strong>2.8. Related Party Disclosure:Related party disclosures, as required by AS-18, “Related Party Disclosures” are given below:2.8.1 Relationships:Holding CompaniesSubsidiary CompaniesAssociated Companies & Joint VentureOther related parties where common control existsKey Managerial Personnel (KMP)NIL<strong>Brigade</strong> Hospitality Services Ltd<strong>Brigade</strong> Tetrarch Pvt. Ltd<strong>Brigade</strong> Estates and Projects Pvt. Ltd<strong>Brigade</strong> Properties Pvt. Ltd.<strong>Brigade</strong> Infrastructure & Power Pvt. LtdWTC Trades and Projects Pvt. LtdTandem Allied Services Pvt. LtdBCV Developers Pvt. LtdBCV Estates Pvt. LtdMysore Holdings Pvt. Ltd<strong>Brigade</strong> FoundationMr M. R. Jaishankar (HUF)Mr M. R. Jaishankar,Chairman and Managing DirectorMs Githa Shankar, Executive DirectorRelatives of Key Managerial PersonnelMs Nirupa Shankar (Daughter of KMP)Ms Pavitra Shankar (Daughter of KMP)Mr M. R. Shivram (Relative of KMP)2.8.2 <strong>The</strong> following transactions were carried out with the related parties in the ordinary course of business.Details with respect to remuneration paid to the Directors are mentioned elsewhere in the Notes.(Rupees in Lakhs)PartyManagerialRemunerationSale ofmaterial /finished goods /services &ReimbursementsPurchaseof material /finishedgoods / services/ OtherexpensesInvestment inshares duringthe yearOutstandingreceivables /(payables), as at31.03.20<strong>11</strong>Key Managerial Personnel 286.88 364.41 19.31 NIL (<strong>11</strong>9.89)Relatives of Key Managerial Personnel NIL 207.91 92.20 NIL <strong>11</strong>0.28<strong>Brigade</strong> Hospitality Services Ltd NIL 204.36 277.90 NIL 712.44<strong>Brigade</strong> Estates Pvt. Ltd NIL NIL 4.03 NIL 4.05<strong>Brigade</strong> Properties Pvt. Ltd NIL 0.02 NIL NIL 0.57<strong>Brigade</strong> Infrastructure & Power Pvt. Ltd NIL 10.55 NIL NIL 26.93Tandem Allied Services Pvt. Ltd NIL 17.67 301.48 NIL (12.23)Mysore Holdings Pvt. Ltd NIL 0.08 1.18 NIL (1.10)<strong>Brigade</strong> Foundation NIL 5.00 NIL NIL 6.00<strong>Brigade</strong> Tetrach Pvt. Ltd NIL 0.09 173.64 NIL 1,010.47WTC Trades & Projects Pvt. Ltd NIL 6.94 NIL 367.20 105.94BCV Developers Pvt. Ltd NIL 653.25 NIL NIL <strong>11</strong>, 840.25BCV Estates Private Limited NIL NIL NIL 175.00 1,955.0646FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


2.9. Assets given under Operating Lease:2.9.1. <strong>The</strong> Company has given certain Assets on OperatingLease. Details of assets given under Operating Lease are asunder:(Rupees in Lakhs)AssetDescriptionGrossValue as on31.03.20<strong>11</strong>Depreciation01.04.<strong>2010</strong>to31.03.20<strong>11</strong>TotalDepreciationas on31.03.20<strong>11</strong>Impairment2.10. Earnings per Share (EPS)ParticularsEquity Share of Face ValueRs 10/- eachNet profit ***(amount used as numerator)(Rupees In Lakhs)Earnings per Share<strong>2010</strong>–<strong>11</strong> 2009–10——<strong>11</strong>,927.56 4,622.30Land 370.51 — — NILBuilding 7,830.40 (345.33) (1,626.17) NILInterior andFurnitureOfficeEquipment& Plant andMachinery3,664.96 (377.99) (2328.72) NIL1,124.77 76.98 (660.88) NIL2.9.2. <strong>The</strong> Company has given on non-cancelable operatinglease certain assets, the future minimum lease receivablesin respect of which, as at March 31, 20<strong>11</strong> are as follows:(Rupees in Lakhs)Minimum Lease Receivable 31st March 20<strong>11</strong> 31st March <strong>2010</strong>Receivable not laterthan 1 yearReceivable later than 1 yearand not later than 5 years2099.10 222.462,673.09 413.74Receivable later than 5 years — —2.9.3. <strong>The</strong> Company has taken various residential /commercial premises on cancelable operating leases. <strong>The</strong>seagreements are normally renewed on expiry.2.9.4. <strong>The</strong> Company has taken, on non-cancelableoperating lease, certain assets (lands), the future minimumlease payments in respect of which, as at March 31, 20<strong>11</strong>are as follows:(Rupees in Lakhs)Minimum Lease Payables 31st March 20<strong>11</strong> 31st March <strong>2010</strong>Payable not later than 1 year 130.62 126.38Payable later than 1 year andnot later than 5 years598.75 566.91Payable later than 5 years 3<strong>11</strong>0.40 3,166.56<strong>The</strong>re are no exceptional / restrictive covenants in the leaseagreements.2.9.5. Contingent rent recognised in the Profit and LossAccount is Rs Nil.Number of Shares used in computingEarnings per Share(number used as denominator)<strong>11</strong>,22,51,940 <strong>11</strong>,22,51,940Basic & Diluted (in Rupees) 10.63 4.12*** (Rupees in Lakhs)Particulars <strong>2010</strong>–<strong>11</strong> 2009–10Net Profit after Tax 8040.40 4,595.21Add / (Less): PriorPeriod AdjustmentsNet Profit considered forEarnings Per Share3887.16 27.09<strong>11</strong>,927.56 4,622.302.<strong>11</strong>. Deferred Taxation:During the year, the Company has accounted forRs 2,446.87 Lakhs (Previous Year Rs 23.75 lakhstowards Deferred Tax Asset) towards Deferred TaxLiability In respect of(Rupees in Lakhs)Particulars <strong>2010</strong>–<strong>11</strong> 2009–10Differences between books andIncome tax WDV2413.03 (18.90)Expenses debited to P & L but notallowable as deduction for income33.84 (4.85)tax purposeand the same has been debited to Profit and Lossaccount of the current year.2.12. Joint Ventures:a) BCV Developers Private Limited (“BCV Developers”)In July 2008, the Company and certain Landownersformed a Joint Venture Company called BCV Developersin Bangalore. BCV Developers envisages thedevelopment of an Integrated Township Project inDevanahalli, Bangalore. As at March 31, 20<strong>11</strong>, theCompany and the Landowners each hold 50% of theequity in BCV Developers.<strong>The</strong> Company’s proportionate share in assets,liabilities, income and expense of the Joint Venture isdetailed below.BRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 47


Schedule for Notes to Accountsfor the year ended 31st March 20<strong>11</strong>Particulars(Rupees in Lakhs)BCV Developers Pvt. Ltd<strong>2010</strong>–<strong>11</strong> 2009–10Assets 15,497.35 14,856.55Liabilities 15,497.35 14,856.55Contingent Assets NIL NILContingent Liabilities NIL NILCapital Commitments NIL NILIncome 13.08 21.42Expenses 8.61 6.94Tax 1.18 3.81B) BCV Estates Private Limited (“BCV Estates”)In September <strong>2010</strong>, the Company and certainLandowners formed a Joint Venture Company called“BCV Estates” in Bangalore. BCV Estates envisagesthe development of an Integrated Township Projectin Devanahalli, Bangalore. As at March 31, 20<strong>11</strong>, theCompany and the Landowners each hold 50% of theequity in BCV Estates.Particulars<strong>The</strong> Company’s proportionate share in assets,liabilities, income and expense of the Joint Venture isdetailed below.(Rupees in Lakhs)BCV Estates Pvt. Ltd<strong>2010</strong>–<strong>11</strong>Assets 3,462.36Liabilities 3,462.36Contingent AssetsContingent LiabilitiesCapital CommitmentsIncomeNILNILNILNILExpenses 0.28Tax2.13. Contingent Liabilities:Capital Commitments and Contingent liabilities on accountof:(Rupees in Lakhs)Particulars 31st March 20<strong>11</strong> 31st March <strong>2010</strong>Capital Commitments notprovided in the booksTowards Letter of Credits andBank GuaranteesClaims from governmentdepartments not acknowledgedas debtsClaims from governmentdepartments not acknowledgedas debts paid under protestand under appealNIL28,959.48 54,123.171,770.55 3,637.20153.14 164.951056.24 1305.762.14. Managerial Remuneration:ParticularsExecutiveDirectors<strong>2010</strong>–<strong>11</strong> 2009–10OtherDirectorsExecutiveDirectors(Rupees in Lakhs)OtherDirectorsSalary 96.00 NIL 96.00 NILCommission Paid /Payable190.69 20.00 93.44 30.00Sitting Fees NIL 6.26 NIL 5.55Contribution toFunds0.19 NIL 0.19 NILTotal 286.88 26.26 189.63 35.55Computation of Net profit in accordance with Section309(5) read with Section 349 of the companies Act 1956 issummarised below:(Rupees in Lakhs)Particulars <strong>2010</strong>–<strong>11</strong> 2009–10Profit for the year before Taxation as perProfit and Loss Account12258.67 4633.85Add: Depreciation 1726.58 1,791.03Add: Managerial Remuneration to Directors 306.69 189.44Add: Loss/(Profit) on Sale of Assets (9578.13) (87.29)Less: Eligible Portion from profit on sale ofasset as per proviso to clause (d) of Sec349(3).826.63 NilTotal 5540.44 6527.03Less: Depreciation under Section 350 1726.58 1,791.03Adjusted Net Profit as per Section 198 of theCompanies Act, 1956Permissible Commission to - ExecutiveDirectors – 10%Remuneration Paid - Executive Directors–5%(as determined by the Board of Directors)(Previous Year 10%)Remuneration Paid – Executive Directorsas SalaryPermissible remuneration to - IndependentDirectors – 1%Remuneration Paid / to be paid to -Independent Directors3813.86 4736.00381.39 473.6190.69 93.4496.00 96.0038.14 47.3620.00 30.002.15. Remuneration paid to Statutory Auditors debited toProfit & Loss Account:(Rupees in Lakhs)Particulars <strong>2010</strong>–<strong>11</strong> 2009–10Audit Fees 18.75 15.24Tax Audit Fees 3.31 5.05Other services 2.90 4.70Total 24.96 24.9948FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


<strong>The</strong> above includes the applicable service tax on the fees.2.16. As per the information available with the company,the principal amount payable to Micro, Small, and MediumEnterprises falling under the provisions of Micro, Small,and Medium Enterprises Development Act, 2006, Rs 15.70Lakhs.2.17. Balances of Debtors, Creditors and Loans andAdvances are subject to reconciliation and confirmation.2.18. Prior Period income of Rs <strong>11</strong>90.73 Lakhs (PreviousYear Rs 96.77 lakhs) is accounted in the books.2.19. During the year the Company has made a politicalcontribution of Rs 5 Lakhs (Previous Year Rs 20 Lakhs) toBharatiya Janata Party.2.20. Quantitative Details:<strong>The</strong> Company is engaged in the business of real estate andproperty development. Such activity cannot be expressed inany generic unit. Hence, it is not possible to give the quantitativedetails of sales and the information as required underparagraphs 3, 4C, and 4D of part II of Schedule VI of theCompanies Act, 1956.2.21. <strong>The</strong> Foreign Exchange Inflow & Outflow:<strong>The</strong> details of Foreign Exchange inflow and outflow duringthe year are as follows:(Rupees in Lakhs)Particulars <strong>2010</strong>–<strong>11</strong> 2009–10Inflow:Advance for Sale of Units,Lease Deposits & RentalsOutflows:i. Professional chargesii. Consultation Feesiii. Others1,138.91 226.57137.48Nil148.57218.73101.77<strong>11</strong>00.32CIF Value of imports and payments for the year endedMarch 31, 20<strong>11</strong>, is Rs 4636.36 Lakhs (Previous year1064.96 Lakhs).2.22. Previous Year Amounts:<strong>The</strong> figures of the previous year have been regrouped,reclassified and restated wherever necessary.As per our report of even datefor Narayanan, Patil and RameshChartered AccountantsFirm Regn No. 002395SPatil Udaya KumarPartnerMembership No: 200/25589Place: Bangalore Date: May 04, 20<strong>11</strong>M. R. JaishankarChairman & Managing DirectorM. R. ShivramDirectorfor <strong>Brigade</strong> Enterprises LimitedShama Sunder R. J.Vice President—FinanceP. Om PrakashCompany SecretaryBRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 49


Balance Sheet Abstract andCompany’s General Business ProfileIREGISTRATION DETAILSRegistration No. 1 9 1 2 6 O F 1 9 9 5 State Code 0 8 (Refer Code List)Balance Sheet Date3 1Date0 3Month1 1YearIICAPITAL RAISED DURING THE YEAR (AMOUNT IN RUPEES THOUSANDS)Public IssueN I LRight IssueN I LBonus IssueN I LPrivatePlacementN I LIIIPOSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (AMOUNT IN RUPEES THOUSANDS)Total Liabilities1 9 2 8 6 8 6 1 . 4 2Total Assets1 9 2 8 6 8 6 1 . 4 2Sources of FundsPaid Up Capital1 1 2 2 5 1 9 . 4 0 2Reserves and Surplus1 0 1 2 7 7 6 3 . 4 8Secured Loans7 8 0 4 7 0 1 . 6 1 2Unsecured LoansN I LApplication of FundsNet Fixed Assets(Including CWIP)1 1 7 2 3 8 7 8 . 5 4Investments1 9 6 9 8 1 . 8 2Net Current Assets7 2 2 8 6 7 0 . 0 0MiscellaneousExpenditure1 3 7 3 2 9 . 7 3Accumulated LossesN I LDeferred Tax Liability2 3 1 8 7 6 . 9 3IVPERFORMANCE OF COMPANY (AMOUNT IN RUPEES THOUSANDS)Turnover5 2 3 4 9 7 7 . 8 9Total Expenditure4 0 0 9 1 1 0 . 1 6Profit/Loss before Tax 1 2 2 5 8 6 6 . 7 3+ - (Please tick appropriate box + for Profit - for Loss)Profit/Loss after Tax8 0 4 0 4 0 . 0 4Earning per Share 1 0 . 6 3 Dividend Rate (%)1 5 %VGENERIC NAMES OF THREE PRINCIPAL PRODUCTS / SERVICES OF COMPANY (AS PER MONETARY TERMS)Item Code No. (ITC Code)NAProduct DescriptionC O N S T R U C T I O NA C T I V I T YAs per our report of even datefor Narayanan, Patil and RameshChartered AccountantsFirm Regn No. 002395SPatil Udaya KumarPartnerMembership No: 200/25589Place: Bangalore Date: May 04, 20<strong>11</strong>M. R. JaishankarChairman & Managing DirectorM. R. ShivramDirectorfor <strong>Brigade</strong> Enterprises LimitedShama Sunder R. J.Vice President—FinanceP. Om PrakashCompany Secretary50FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


Statement pursuant to Section 212 of the Companies Act, 1956, relatingto Company’s interest in Subsidiary Company / Joint Venture CompanySl.No.Name of Subsidiary Company<strong>Brigade</strong>HospitalityServices Ltd<strong>Brigade</strong>TetrarchPvt. Ltd<strong>Brigade</strong>Estates &ProjectsPvt. Ltd<strong>Brigade</strong>PropertiesPvt. Ltd<strong>Brigade</strong>Infrastructure& PowerPvt. LtdWTC Trades& ProjectsPvt. Ltd.1<strong>The</strong> financial period of theSubsidiary Company ended on31st March,20<strong>11</strong>31st March,20<strong>11</strong>31st March,20<strong>11</strong>31st March,20<strong>11</strong>31st March,20<strong>11</strong>31st March,20<strong>11</strong>2Date from which they becameSubsidiary Company1stJune, 200422ndDecember,200516thDecember,200621stMay, 200724thJanuary,200921stJuly, <strong>2010</strong>34a. Number of Shares held by the Holding Company with itsnominees in the Subsidiary at the end of the FinancialYear of the Subsidiary Companyb. Extent of interest of Holding Company at the end of theFinancial Year of the Subsidiary Company<strong>The</strong> Net Aggregate amount of the Subsidiary Companies’Profit / Loss so far as it concerns the members of the HoldingCompanya. Not dealt with in the Holding Company’s Accounts1,00,00,000 1,00,200 50,000 50,000 50,000 10,000100% 100% 100% 100% 100% 100%i) For the Financial Year ended 31.03.20<strong>11</strong> NIL NIL NIL NIL NIL NILii)For the previous Financial Years of the SubsidiaryCompany since they became the Holding Company’sSubsidiaryNIL NIL NIL NIL NIL NILb. Dealt with in Holding Company’s Accounts (Rs in Lakhs)i) For the Financial Year ended 31.03.20<strong>11</strong> 136.30 (14.36) (0.25) (0.25) (0.27) (22.79)ii)For the previous Financial Years of the SubsidiaryCompany since they became the Holding Company’sSubsidiary(484.99) (22.47) (0.71) (0.62) (3.02) 0.00Statement relating to subsidiaries pursuant to exemptionunder section 212(8) of the Companies Act, 1956Sl.No.Particulars<strong>Brigade</strong>HospitalityServices Ltd<strong>Brigade</strong>TetrarchPvt. Ltd<strong>Brigade</strong>Estates &ProjectsPvt. Ltd<strong>Brigade</strong>PropertiesPvt Ltd<strong>Brigade</strong>Infrastructure& PowerPvt LtdWTC Trades& ProjectsPvt. Ltd.a) Share Capital 1,000.00 10.02 5.00 5.00 5.00 1.00b) Reserves (353.93) (36.84) (0.96) (0.87) (3.29) (22.79)c) Total Assets 6,010.35 10.02 5.00 5.00 5.00 100.00d) Total Liabilities 6,010.35 10.02 5.00 5.00 5.00 100.00e)Details of Investment(except in case of investment in the subsidiaries)0.13 — — — — —f) Turnover 4,670.82 5.12 — — — —g) Profit before Taxation 158.30 (14.44) (0.25) (0.25) (0.28) (22.79)h) Provision for Taxation 22.00 — — — — —i) Profit after taxation 136.30 (14.36) (0.25) (0.25) (0.27) (22.79)j) Proposed Dividend — — — — — —Note:1<strong>The</strong>re is variation between PBT & PAT wheretaxes are not applicable, because prior period— (0.08) — — (0.01) —income/expenses have been adjustedNote:2 Provisions for taxation includes FBT — — — — — —BRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 51


Consolidated Financial Statements52FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


Auditors’ <strong>Report</strong>on Consolidated Financial StatementsTo the Board of Directors on the Consolidated FinancialStatements of <strong>Brigade</strong> Enterprises Limited and its subsidiariesand joint ventures:1. We have examined the attached consolidated balancesheet of <strong>Brigade</strong> Enterprises Limited and its subsidiariesand Joint Ventures (together referred to as‘the <strong>Group</strong>’ as described in Note.1) as at 31st March,20<strong>11</strong> and the Consolidated Profit and Loss Accountand Consolidated Cash Flow Statement for the yearthen ended, prepared in accordance with accountingprinciples generally accepted in India.2. <strong>The</strong>se financial statements are the responsibility of the<strong>Group</strong>’s management. Our responsibility is to expressan opinion on these financial statements based onour audit. We conducted our audit in accordance withgenerally accepted auditing standards in India. <strong>The</strong>sestandards require that we plan and perform the auditto obtain reasonable assurance whether the financialstatements are free of material misstatements. Anaudit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the FinancialStatements. An audit also includes assessing theaccounting principles used and significant estimatesmade by management, as well as evaluating the overallfinancial statement presentation. We believe that ouraudit provides a reasonable basis for our opinion.3. We did not audit the financial statements of certain ofthe subsidiary companies and of the Joint Venturesincluded herein, whose financial statements reflect totalassets of Rs 37,069.43/- Lakhs and total liabilities of Rs33,542.62/- Lakhs as at 31st March 20<strong>11</strong> and the totalrevenue of Rs 4,696.97/- Lakhs and total expenditure ofRs 4,545.68 Lakhs and cash outflows, net amountingto Rs 33.74/- Lakhs as on the year ended on thatdate. <strong>The</strong>se financial statements and other financialinformation have been audited by other auditors whosereport has been furnished to us, and our opinion isbased solely on the report of other auditors.We report that the consolidated financial statementshave been prepared by the company in accordancewith the requirements of Accounting Standard (AS)21, ‘Consolidated Financial Statements’, (AS) 23,‘Accounting for Investments in Associates in ConsolidatedFinancial Statements’ and (AS) 27, ‘Financial<strong>Report</strong>ing of Interests in Joint Ventures’ notified by theCompanies (Accounting Standard) Rules, 2006 issuedby the Institute of Chartered Accountants of India andon the basis of separate financial statements of <strong>Brigade</strong>Enterprises Limited and its subsidiaries and jointventure included in the Financial Statements.4. We report that, on the basis of the best of our informationand according to the explanation given to us,and based on our audit and on consideration of thereports, as available, of the other auditors on separatefinancial statements and on the other financial informationof the subsidiaries and joint venture, we are ofthe opinion that the said consolidated financial statements,read together with the significant accountingpolicies and notes appearing thereon, subject to pointnumbers 4.5 and 4.12 of the said notes , give a true andfair view in conformity with the accounting principlesgenerally accepted in India:a) In case of the consolidated Balance Sheet, of the stateof affairs of the <strong>Brigade</strong> <strong>Group</strong> as at March 31, 20<strong>11</strong>;b) In case of the consolidated Profit and Loss Account, ofthe consolidated results of operations of the <strong>Brigade</strong><strong>Group</strong> for the year ended on that date; andc) In case of the consolidated Cash Flow Statement, ofthe consolidated cash flows of the <strong>Brigade</strong> <strong>Group</strong> forthe year ended on that date.for Narayanan, Patil and RameshChartered AccountantsFirm Regn No. 002395SPlace: BangaloreDate: May 04, 20<strong>11</strong>Patil Udaya KumarPartnerMembership No: 200/25589BRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 53


Consolidated Balance Sheet(Rupees in Lakhs)PARTICULARSSCHEDULEAs at31st March 20<strong>11</strong>As at31st March <strong>2010</strong>SOURCES OF FUNDSShareholders FundsShare Capital A <strong>11</strong>,225.19 <strong>11</strong>,225.19Reserves and Surplus B 101,230.18 91,663.93<strong>11</strong>2,455.37 102,889.12Loan FundsSecured Loans C 78,047.02 65,473.81Unsecured Loans D 14,275.55 <strong>11</strong>,187.00Deferred Tax Liability / (Asset) E 2,318.77 (128.10)Total 207,096.71 179,421.83APPLICATION OF FUNDSFixed AssetsFGross Block 45,510.28 23,583.29Less: Depreciation 6,509.46 6,190.29Net Block 39,000.82 17,393.00Capital Work-in-progress 83,385.02 91,093.2<strong>11</strong>22,385.84 108,486.21Investments G <strong>11</strong>1.44 278.26Current Assets, Loans & AdvancesInterest accrued but not due <strong>11</strong>.43 —Inventories H 79,393.54 62,956.38Sundry Debtors I 1,628.47 808.47Cash and Bank Balances J 4,512.39 4,031.40Loans and Advances K 53,989.69 39,152.12139,535.52 106,948.36Less: Current Liabilities & ProvisionsCurrent Liabilities L 49,238.46 33,143.95Provisions M 7,454.30 5,086.9556,692.76 38,230.89Net Current Assets 82,842.76 68,717.47Miscellaneous ExpenditureS(to the extent not Written off or Adjusted)1,756.67 1,939.86Total 207,096.71 179,421.83Notes to Accounts forms an integral part of the Financial Statements.As per our report of even datefor Narayanan, Patil and RameshChartered AccountantsFirm Regn No. 002395SM. R. JaishankarChairman & Managing Directorfor <strong>Brigade</strong> Enterprises LimitedShama Sunder R. J.Vice President—FinancePatil Udaya KumarPartnerMembership No: 200/25589Place: Bangalore Date: May 04, 20<strong>11</strong>M. R. ShivramDirectorP. Om PrakashCompany Secretary54FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


Consolidated Profit & Loss Account(Rupees in Lakhs)PARTICULARSSCHEDULEFor the year ended31st March 20<strong>11</strong>For the year ended31st March <strong>2010</strong>INCOMEContract & Other receipts N 49,<strong>11</strong>0.57 39,136.36Increase / (Decrease) in closing stock of units 6,603.14 177.01Total 55,713.71 39,313.37EXPENDITUREProject & Hospitality Expenses 0 31,107.55 25,136.85Personnel Expenses P 3,866.13 2,355.59Administrative and Selling Expenses Q 3,848.92 3,349.55Interest & Financial Charges R 1,681.77 902.55Depreciation F 2,003.66 2,058.73Miscellaneous Expenses Written Off S 815.14 810.15Total 43,323.17 34,613.44Profit before Tax 12,390.54 4,699.93Provision for Taxation - Current Taxes 2,686.02 758.24Provision for Taxation - Deferred Taxes 2,446.87 23.76Provision for Taxation - Wealth Tax 1.20 —MAT entitlement for AY 20<strong>11</strong>-12 (914.65) (739.53)Profit after tax 8,171.10 4,657.46Add: Prior Year (Expenses) / Income 1,183.41 52.79Add: Reversal of Excess Provision for Income Tax 2,694.97 (58.02)Add: Gratuity Excess Provision Reversed — 49.23Less: Diminution in value of investments 20.54 —Add: / (Less): Share in Profit / (Loss) of Associates 23.19 40.21Profit for the Year available for Appropriation 12,052.13 4,741.66AppropriationsTowards Proposed / Interim dividend 1,683.78 1,347.02Towards Tax on Proposed / Interim dividend 279.65 228.93Profit Transferred to General Reserve 961.40 <strong>11</strong>1.29Balance Transferred to Profit & Loss account 9,127.31 3,054.42Total 12,052.13 4,741.66Earnings per Share - Basic & Diluted (in Rupees) 10.74 4.22Nominal Value of Shares 10.00 10.00Notes to Accounts forms an integral part of the Financial Statements.As per our report of even datefor Narayanan, Patil and RameshChartered AccountantsFirm Regn No. 002395SM. R. JaishankarChairman & Managing Directorfor <strong>Brigade</strong> Enterprises LimitedShama Sunder R. J.Vice President—FinancePatil Udaya KumarPartnerMembership No: 200/25589Place: Bangalore Date: May 04, 20<strong>11</strong>M. R. ShivramDirectorP. Om PrakashCompany SecretaryBRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 55


Consolidated Cash Flow StatementPARTICULARSFor the year ended<strong>2010</strong>-20<strong>11</strong>(Rupees in Lakhs)For the year ended2009-<strong>2010</strong>Cash Flow from Operating ActivitiesNet Profit before Tax 12,390.54 4,699.93Adjustments for:Depreciation 2,003.66 2,058.70Sale of Commercial Projects (9,575.21) (88.09)Dividend Income (25.23) (242.26)Diminution in value of investments (20.54) (<strong>11</strong>.66)(Loss) / Profit on sale of Investments (Net) — 86.30Prior year income / (expenses) 1,183.41 102.01Interest Income (242.59) (163.25)Sundry Debtors Written Off 5.94 0.13Excess/ (Short) Provision for Income Tax 2,694.97 —Utilisation of F&FE reserve (5.24) —Preliminary expenses incurred / written off 815.14 810.15Interest paid 9,599.49 7,<strong>11</strong>2.76Membership and deferred revenue expenses written off — (95.78)Operating Profit before Working-Capital Changes 18,824.33 14,269.01Adjustments for:Decrease / (Increase) in Sundry Debtors (825.95) (<strong>11</strong>8.51)Decrease / (Increase) in Inventories (16,437.16) (3,220.76)Decrease / (Increase) in Loans & Advances (<strong>11</strong>,294.64) 2,801.92Interest accrued, but not due (<strong>11</strong>.43) (1.20)Income Taxes paid (3,391.49) (1,960.84)Increase / (Decrease) in Current Liabilities 16,150.35 (1,141.64)Net Cash Flow (used in) from Operating Activities 3,014.01 10,627.98Cash Flows from Investing ActivitiesPurchase of Fixed Assets (including Capital WIP) (20,546.60) (28,493.69)Sale proceeds of Fixed Assets 14,218.59 498.17Long term Investments (327.20) 2,001.66Interest received 242.59 163.25Dividend received 25.23 242.26Pre-Operative expenses (631.95) —Decrease / (Increase) in Deferred Revenue expenses — (51.30)Net Cash Flow (used in) from Investing Activities (7,019.34) (25,639.65)Cash Flows from Financing ActivitiesInterest payment (9,599.49) (7,<strong>11</strong>2.76)Dividend paid (1,347.02) (1,347.02)Dividend Tax paid (228.93) (228.93)Increase in Share Capital / Share Application — 10.00Increase / (Decrease) in secured loans 12,573.21 22,614.02Increase / (Decrease) in unsecured loans 3,088.55 83.53Proceeds from New Membership — 589.58Net Cash Flow (used in) from Financing Activities 4,486.32 14,608.4256FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


PARTICULARSFor the year ended<strong>2010</strong>-20<strong>11</strong>(Rupees in Lakhs)For the year ended2009-<strong>2010</strong>Net Increase in Cash and Cash Equivalents 480.99 (403.25)Cash and Cash Equivalents at the beginning of Period 4,031.40 4,434.64Cash and Cash Equivalents at the end of Period 4,512.39 4,031.40As per our report of even datefor Narayanan, Patil and RameshChartered AccountantsFirm Regn No. 002395SM. R. JaishankarChairman & Managing Directorfor <strong>Brigade</strong> Enterprises LimitedShama Sunder R. J.Vice President—FinancePatil Udaya KumarPartnerMembership No: 200/25589Place: Bangalore Date: May 04, 20<strong>11</strong>M. R. ShivramDirectorP. Om PrakashCompany SecretaryBRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 57


Consolidated Schedules forming part of Balance Sheet(Rupees in Lakhs)PARTICULARSAs at31st March 20<strong>11</strong>As at31st March <strong>2010</strong>SCHEDULE A — Share CapitalAuthorised18,06,10,000 (Previous Year 16,56,00,000)Equity Shares of Rs 10/- each18,061.00 16,560.00Issued, Subscribed & Paid Up<strong>11</strong>,22,51,940 Equity Shares of Rs 10/- each <strong>11</strong>,225.19 <strong>11</strong>,225.19Total <strong>11</strong>,225.19 <strong>11</strong>,225.19SCHEDULE B — Reserves & SurplusSecurities Premium AccountOpening Balance 68,574.49 68,574.49Add / (less): Adjustments (368.91) —Closing Balance (A) 68,205.58 68,574.49General ReserveOpening Balance 4,882.12 4,770.85Add: Transfers during the Year from P&L A/c 961.40 <strong>11</strong>1.29Less: Utilised 5.22 —Closing Balance (B) 5,838.30 4,882.12Profit & Loss A/cOpening Balance 18,207.29 14,550.62Add: Profit for the Year 9,127.31 3,042.80Add / (Less) : Adjustment for value of Investments (148.30) 613.87Closing Balance (C) 27,186.30 18,207.29Total (A+B+C) 101,230.18 91,663.93SCHEDULE C — Secured Loans(Refer Notes to Accounts for securities offered)Loans and Advances from Banks 77,765.15 65,297.66Interest accrued and due 281.87 176.16(Term Loan repayable within 1 year is Rs 20,485.95 lakhs)Total 78,047.02 65,473.82SCHEDULE D — Unsecured LoansFrom Companies & Directors 14,275.55 <strong>11</strong>,187.00Total 14,275.55 <strong>11</strong>,187.0058FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


(Rupees in Lakhs)PARTICULARSAs at31st March 20<strong>11</strong>As at31st March <strong>2010</strong>SCHEDULE E — Deferred Tax Liability / (Asset)Fixed Assets 2,338.14 (74.89)Expenses Disallowed (19.37) (53.21)Total 2,318.77 (128.10)SCHEDULE F — FIXED ASSETS(Rupees in Lakhs)GROSS BLOCK DEPRECIATION NET BLOCKSlNo.Fixed AssetsGross Blockas at1-Apr-10AdditionsDeletions /disposalsGross Blockas at31-Mar-<strong>11</strong>Accumulateddepreciationup to31-Mar-<strong>2010</strong>For the yearAdjustment fordisposals duringthe yearAccumulateddepreciationup to31-Mar-20<strong>11</strong>Net Block as at31-Mar-20<strong>11</strong>1 Land 2,146.71 1,643.60 655.39 3,134.93 — — — — 3,134.932 Building <strong>11</strong>,535.60 17,717.67 3,273.25 25,980.02 1,623.08 640.23 439.76 1,823.55 24,156.463Office Equipment& Plant andMachinery3,204.78 2,674.08 1,054.62 4,824.24 1,200.00 420.34 573.93 1,046.42 3,777.824Interiors,Furnitureand Fixtures5,410.83 5,945.39 1,264.64 10,091.58 2,506.98 744.12 597.77 2,653.32 7,438.265 Computers 860.78 274.05 59.05 1,075.78 552.01 167.73 58.46 661.29 414.496 Vehicles 297.74 — 20.17 277.58 183.10 30.40 13.70 199.80 77.787 Low Value Asset 5.36 — 0.87 4.49 5.36 — 0.87 4.49 —8LeaseholdImprovements121.67 — — 121.67 <strong>11</strong>9.75 0.84 — 120.59 1.08Sub Total 23,583.47 28,254.79 6,327.99 45,510.28 6,190.28 2,003.66 1,684.49 6,509.46 39,000.82CapitalWork-in-progress91,093.21 40,935.24 48,643.43 83,385.02 — — — — 83,385.02Total <strong>11</strong>4,676.68 69,190.03 54,971.42 128,895.31 6,190.28 2003.66 1,684.49 6,509.46 122,385.84BRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 59


Consolidated Schedules forming part of Balance Sheet(Rupees in Lakhs)PARTICULARSAs at31st March 20<strong>11</strong>As at31st March <strong>2010</strong>SCHEDULE G — Investments (Long Term)A. Investment in Government SecuritiesNational Savings Certificate 8.01 12.45B. Unquoted Shares5,000 Shares of Diagnostic Research (P) Ltd 0.50 0.50of Face Value of Rs 10/- each2,39,406 Shares of AEC Promag Consultancy (P) Ltd 23.94 38.00of Face Value of Rs 10/- each3,70,000 shares of Tandem Allied Services (P) Ltd 7.40 7.40of Face Value of Rs 10/- eachAdd / (Less): Accumulated Share in Profit / (Loss) 68.94 179.71of Associate Companies at the beginning of the yearAdd / (Less): Change in the share of networth 23.19 40.21persuant to Profit / (Loss) for the yearLess: Diminution in value of AEC Promag Consultancy (P) Ltd 20.54 —Total <strong>11</strong>1.44 278.27SCHEDULE H — Inventories(At lower of Cost or Net Realisable Value)Stock of Materials at sites- As Certified by Management 3,733.52 4,151.07Transferable Development Rights 541.13 541.13Land Held for Development 17,683.02 24,351.32Work-in-Progress- As Certified by Management 29,394.25 32,870.49Closing stock of unsold units 28,041.63 1,042.37Total 79,393.54 62,956.38SCHEDULE I — Sundry Debtors(Unsecured, Considered Good)Outstanding for more than 6 months:Debts considered good for which the companyholds no security other than debtor personal security14.18 <strong>11</strong>.22Debts Due by Companies where in Directors are interested 306.69 6.07Others (Considered Good) 65.79 68.28Considered Doubtful 4.70 51.70Outstanding for Less than 6 months:Other debts, Considered Good 1,294.75 722.891,686.<strong>11</strong> 860.16Less: Provision for doubtful debts 57.64 51.70Total 1,628.47 808.4760FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


(Rupees in Lakhs)PARTICULARSAs at31st March 20<strong>11</strong>As at31st March <strong>2010</strong>Schedule J — Cash & Bank BalancesCash & Cheques in hand 95.21 16.66Bank Balances with Scheduled Banks- in Current Accounts 1,045.00 682.70- in Deposit Accounts 3,372.18 3,332.04Total 4,512.39 4,031.40Schedule K — Loans and Advances(Unsecured, Considered Good)Advances recoverable in cash, kind or value to be received:Associate / Joint Venture 13,780.14 <strong>11</strong>,322.97Refundable Deposits on Joint Venture 6,751.62 7,358.26Property Advance 9,124.71 4,068.74Contractors / Suppliers 4,167.96 2,448.89Others <strong>11</strong>,657.87 7,854.49Advance Tax / TDS 7,261.54 4,633.25Deposits 1,245.85 1,465.52Total 53,989.69 39,152.12Schedule L — Current LiabilitiesAdvances Received from Clients 27,617.65 12,453.91Sundry Creditors:Associate / Joint Venture 19.78 24.67Due to Directors 178.21 68.38Micro, Small & Medium Scale Industries [Note (i) below] 15.69 22.24Contractors, Suppliers & Others 21,407.13 20,574.75Note (i): Information provided by the Company — —Total 49,238.46 33,143.95Schedule M — ProvisionsProvision for Income Tax 2,688.04 765.22Provision for Fringe Benefit Tax 0.05 0.05Provision for Future Liability 2,600.00 2,600.00Provision for Leave Encashment & Gratuity 201.57 145.73Provision For Wealth Tax 1.20 —Provision for Dividend 1,683.78 1,347.02Tax on Dividend 279.66 228.93Total 7,454.30 5,086.95BRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 61


Consolidated Schedules forming part of Balance Sheet(Rupees in Lakhs)PARTICULARSAs at31st March 20<strong>11</strong>As at31st March <strong>2010</strong>Schedule S — Miscellaneous Expenditure(to the Extent not Written Off)Initial Public Offer Expenses 1,580.13 2,389.99Deferred Revenue Expenses 409.52 336.79Others 582.16 23.23Total 2,571.81 2750.01Less: 1/5th Amortised 815.14 810.15Balance Carried Forward to Balance Sheet 1,756.67 1,939.86Consolidated Schedules forming part of Profit & Loss Account(Rupees in Lakhs)PARTICULARSFor the year ended31st March 20<strong>11</strong>For the year ended31st March <strong>2010</strong>SCHEDULE N — Contract & Other ReceiptsContract & Other Receipts 32,161.43 32,468.75Sale of Commerical Project 9575.21 —Dividend From Investments 25.23 242.26Interest Received 242.59 233.32Miscellaneous Income 639.21 415.31Rent Received 2,122.10 2,758.26Hospitality Income 4,344.82 3,016.69Profit / (Loss) on Sale of Properties / Asset 0.09 1.78Total of Contract and Other Receipts 49,<strong>11</strong>0.57 39,136.37SCHEDULE O — Project and Direct ExpensesConstruction MaterialsCement 348.29 428.88Granite / Marble (Flooring Material) 1,931.36 1,778.03Hardware Items 601.20 551.75Steel 1,882.43 2,607.24Total 4,763.28 5,365.9062FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


Consolidated Schedules forming part of Profit & Loss Account(Rupees in Lakhs)PARTICULARSFor the year ended31st March 20<strong>11</strong>For the year ended31st March <strong>2010</strong>Land and Construction ExpensesConstruction Expenses 23,262.50 28,390.66Architect & Consultancy Fees 797.71 643.09Electrical Work and Power Charges 9,488.87 6,087.27Interiors - Projects 5,234.41 1,788.86Miscellaneous Expenses Construction 305.07 1,460.26Land Cost — 2,163.77Rates & Taxes - Projects 1,968.74 852.35Consumption of equipments - Sheraton 13.32 —Other Direct ExpensesInterest - Projects 8,192.60 6,546.67Selling & Administrative Expenses - Projects 1,636.03 1,209.50Personnel Expenses - Projects 769.47 1,002.20Direct Agricultural Expenses 4.13 4.60Total of Construction Material and Expenses 56,436.13 55,515.16Increase / Decrease in Stock and WIPOpening Stock:Opening Work-in-Progress - Projects 20,867.37 16,808.05Opening Work-in-Progress - Capital 89,816.46 67,<strong>11</strong>6.17<strong>11</strong>0,683.83 83,924.22Less: Cost of Projects Capitalised 46,971.96 4,662.4763,7<strong>11</strong>.87 79,261.75Closing Stock:Closing Work-in-Progress - Projects 8,268.76 20,867.37Closing Work-in-Progress - Capital 82,018.17 89,816.46Total 90,286.93 <strong>11</strong>0,683.83(Increase) / Decrease in value of Work-in-Progress (26,575.06) (31,422.07)Hospitality ExpensesOperating 632.44 591.84Materials Consumed 614.04 451.93Total project Expenses 31,107.55 25,136.85SCHEDULE P — Personnel ExpensesSalaries & Wages 4,152.39 3,012.40Training & Recruitment 46.64 19.96Staff Welfare 260.02 152.55Contributions to Funds 176.54 149.57Less: Transferred to project Expenses Schedule - O 769.47 978.89Total 3,866.12 2,355.59BRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 63


Consolidated Schedules forming part of Profit & Loss Account(Rupees in Lakhs)PARTICULARSFor the year ended31st March 20<strong>11</strong>For the year ended31st March <strong>2010</strong>SCHEDULE Q — Administrative and Selling ExpensesAdvertisement & Sales Promotion 1,171.58 970.13Agency Commission 1,238.41 266.69Bad Debts 6.37 14.08Communication Expenses 184.02 146.49Directors Sitting Fee 7.16 6.14Discount <strong>11</strong>4.43 59.87Donation 74.40 157.49Miscellaneous Expenses 182.56 131.99Insurance 74.06 88.12Legal, Professional & Consultancy Charges 823.04 536.59Power / Fuel Charges 41.04 33.62Printing & Stationery 87.74 83.75Rates & Taxes 200.95 500.59Rent Paid 452.36 951.48Loss on Investment 17.93 —Repairs & Maintenance 265.91 282.73Security Charges 233.74 204.64Travelling & Conveyance Expenses 309.24 124.62Less: Transferred to project Expenses Schedule - O 1,636.03 1,209.50Total 3,848.92 3,349.55SCHEDULE R — Interest & Financial ChargesBank Charges 274.88 336.47Interest Paid 9,599.49 7,<strong>11</strong>2.76Less: Transferred to Project Expenses Schedule - O 8,192.60 6,546.67Total 1,681.77 902.5564FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


Schedule for Notes to Accounts for the Consolidated Financialsfor the year ending 31st March 20<strong>11</strong>1. BACKGROUND:<strong>Brigade</strong> Enterprises Limited (referred to as “BEL”, “Parent”or “the Company”) was incorporated in 1995. <strong>The</strong> Companyis carrying on the business of real estate development. BELhas following subsidiary / associates as on March 31, 20<strong>11</strong>:‣¾ Tandem Allied Services Private Limited (referred toas “Tandem”), a company incorporated in India, is anassociate company wherein 37.00% of its shares areheld by the Company and is carrying on the businessof Realty, Property Management Services and relatedfinancial services.‣¾ <strong>Brigade</strong> Hospitality Services Limited (referred to as“BHSL”), a company incorporated in India, is a 100%subsidiary of the Company and is carrying on thebusiness of running and managing clubs, servicedapartments, and convention centres.‣¾ <strong>Brigade</strong> Estates and Projects Private Limited (referredto as “<strong>Brigade</strong> Estates”), a company incorporated inIndia, is a 100% subsidiary of the Company and iscarrying on the business of real estate development.‣¾ <strong>Brigade</strong> Tetrarch Private Limited (formally knownas Tetrarch Holding Private Ltd referred to as“Tetrarch”), a company incorporated in India, is a100% subsidiary of the Company and is carrying onbusiness in the field of sports related activities.‣¾ <strong>Brigade</strong> Properties Private Limited (referred to as“<strong>Brigade</strong> Properties”), a company incorporated inIndia, is a 100% subsidiary of the Company and iscarrying on the business of real estate development.‣¾ <strong>Brigade</strong> Infrastructure and Power Private Limited(referred to as “<strong>Brigade</strong> Infrastructure”), a companyincorporated in India, is a 100% subsidiary of theCompany and is carrying on the business of powergeneration and infrastructure development.‣¾ WTC Trades and Projects Private Limited (referredto as “WTC”), a company incorporated in India,is a 100% subsidiary of the Company and holdsthe World Trade Center License for the city ofBangalore issued by the World Trade CentersAssociation, USA.‣¾ BCV Developers Private Limited (referred to as “BCVDevelopers”), a company incorporated in India, is aJoint Venture wherein the company owns 50% of itsshares and is carrying on the business of real estatedevelopment.‣¾ BCV Estates Private Limited (referred to as “BCVEstates”), a company incorporated in India, is aJoint Venture wherein the company owns 50% of itsshares and is carrying on the business of real estatedevelopment.<strong>The</strong> Company, together with its subsidiaries andassociates, is hereinafter referred to as “<strong>Brigade</strong><strong>Group</strong>”.2. PRINCIPLES OF CONSOLIDATION:<strong>The</strong> Consolidated Financial Statements of the <strong>Group</strong> havebeen prepared in accordance with Accounting Standard (AS21) on “Consolidated Financial Statements”, issued by theInstitute of Chartered Accountants of India (ICAI).Consolidated Financial Statements normally include ConsolidatedBalance Sheet, Consolidated Statement of Profit andLoss, and Notes, other statements and explanatory materialthat form an integral part thereof. “Consolidated Cash FlowStatement” is presented in case the Parent presents its ownCash Flow Statement. <strong>The</strong> Consolidated Financial Statementsare presented, to the extent possible, in the sameformat as that adopted by the parent for its separate financialstatements.<strong>The</strong> Consolidated Financial Statements include the financialstatements of the Company and all its subsidiaries whichare more than 50 per cent owned or controlled as at March31, 20<strong>11</strong>. Investments in entities that were not more than50 per cent owned or controlled as at March 31, 20<strong>11</strong> havebeen accounted for in accordance with the provisions ofAccounting Standard 13 “Accounting for Investments”, orAccounting Standard 23 “Accounting for Associates” orAccounting Standard 27 “Accounting for Joint Venture”,as applicable which are prescribed by the Companies(Accounting Standard) Rules 2006.<strong>The</strong> Financial Statements of the Parent Company, BHSL,Tetrarch, <strong>Brigade</strong> Estates, <strong>Brigade</strong> Properties and <strong>Brigade</strong>Infrastructure, WTC, BCV Developers and BCV Estateshave been combined on a line-by-line basis by adding thebook values of like items of assets, liabilities, income andexpenses after eliminating intra-group balances/transactionsand resulting unrealised profits in full. <strong>The</strong> amountsshown in respect of reserves comprise the amount of therelevant reserves as per the balance sheet of the parentcompany and its share in the post-acquisition increase in therelevant reserves of the entities consolidated. Investmentsin associate companies have been accounted for, by usingequity method whereby investment is initially recorded atcost and the carrying amount is adjusted thereafter for postacquisition change in the Company’s share of net assets ofthe associate.Minority interest, if any, represents the amount of equityattributable to minority shareholders at the date onwhich investment in a subsidiary is made and its share ofmovements in the equity since that date. Any excess considerationreceived from minority shareholders of subsidiariesover the amount of equity attributable to the minority on thedate of investment is reflected under Reserves and Surplus.BRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 65


Schedule for Notes to Accounts for the Consolidated Financialsfor the year ending 31st March 20<strong>11</strong>3. SIGNIFICANT ACCOUNTING POLICIES:3.1. Basis for Preparation of Financial Statements:<strong>The</strong> Financial Statements are prepared under the historicalcost convention, in accordance with generally acceptedaccounting principles and the provisions of the CompaniesAct, 1956, as adopted consistently by the company. Allincome and expenditure having a material impact / bearingon the financial statements are recognised on the accrualbasis.3.2. Use of Estimates:Preparation of financial statements in conformity withGenerally Accepted Accounting Principles requires companymanagement to make estimates and assumptions that affectreported balance of assets and liabilities and disclosuresrelating to contingent assets and liabilities as of the date ofFinancials and reported amounts of income and expensesduring the period. Examples of such estimate includeRevenues and Profits expected to be earned on projectscarried on by the company, contract costs expected to beincurred to completion of project, provision for doubtfuldebts, income taxes, etc. Actual results could differ fromthese estimates. Differences, if any, between the actualresults and estimates are recognised in the period in whichthe results are known or materialised.3.3. Expenditure:Expenses are accounted on the accrual basis and provisionsare made for all known losses and liabilities.3.4. Valuation of Inventories & Construction Work-in-Progress:a. Valuation of Inventories, representing stock ofmaterials at project site, has been done afterproviding for obsolescence, if any, at lower of Cost orNet Realisable Value.b. Valuation of inventories representing food andbeverages held at Sheraton Bangalore at <strong>Brigade</strong>Gateway has been done after providing for obsolescence,if any, at lower of cost or net realisable value.<strong>The</strong> cost is generally calculated on weighted averagebasis.c. Inventories of BHSL are valued at cost determined onfirst in first out basis/weighted average basis or netrealisable value whichever is lower. Expenses on softfurnishing, linen, cutlery and crockery are amortisedover 24 months.d. <strong>The</strong> value of Construction Work-in-Progress duringthe period is determined as follows:‣¾ <strong>The</strong> aggregate of opening stock, opening work inprogress, cost of construction and constructionoverheads incurred during the year as reduced bycost of completed contract transferred to income andclosing stock of materials, if any.‣¾‣¾<strong>The</strong> value of completed projects intended forimmediate sale is considered as an inventory andvalue of completed projects/units intended to beretained/leased is considered as fixed asset.Land held for development, Work-in-Progress, TransferableDevelopment Rights, and Closing Stock ofunsold units is valued at Cost or Net Realisable Valuewhichever is lower.3.5. Cash Flow Statement:Cash flows are reported using the indirect method, wherebyprofit before tax is adjusted for the effects of transactionsof a non-cash nature and any deferrals or accruals of pastor future cash receipts or payments. <strong>The</strong> cash flows fromregular revenue generating; financing and investing activitiesof the company are segregated.3.6. Events occurring after the date of Balance Sheet:Material events occurring after the date of Balance Sheetare taken into cognisance.3.7. Depreciation:Depreciation in respect of fixed assets is provided adoptingWritten Down Value Method at the rates provided underSchedule XIV to the Companies Act, 1956, except:‣¾ On assets held for the purpose of sale, no depreciationis charged.‣¾ On assets leased out, depreciation is charged onStraight Line Method over the period of the lease asshown below.Project NameBuildingFurniture,Fixture andInteriorsOfficeEquipmentand PlantandMachinery<strong>Brigade</strong> Manae Court 25 Years 5 Years 5 YearsAugusta Club 25 Years 5 Years 5 Years<strong>Brigade</strong> MLRConvention Centre25 Years 5 Years 5 YearsWoodrose Club 25 Years 5 Years 5 Years<strong>Brigade</strong> Business Suites(Formerly known as25 Years 5 Years 5 YearsHomestead 2)Mercure HomesteadResidences25 Years 5 Years 5 Years<strong>Brigade</strong> Plaza 25 Years 5 YearsNotApplicable<strong>Brigade</strong> South Parade 14 Years 5 YearsNotApplicable<strong>Brigade</strong> Tech Park B-Block4th & 5th FloorHulkul <strong>Brigade</strong> Centre1st FloorHulkul <strong>Brigade</strong> Centre3rd FloorNotApplicableNotApplicableNotApplicable5 Years 5 Years3 Years 3 Years4 Years 4 Years66FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


Depreciation is charged on a pro-rata basis for assetspurchased/sold during the year. Individual assets costingless than Rs 5,000/- is charged off in the year of purchase.In case of BHSL, depreciation is provided on assetspurchased upto 31st March 2005 on the Written DownValue Method at the rates specified in schedule XIV to theCompanies Act, 1956 in respect of additions to fixed assetfrom January 1, 2005 and depreciation is provided on theStraight Line Method applying the rates which are more thanthe corresponding rates specified in schedule XIV to theCompanies Act, 1956.Nature of AssetRate of DepreciationBuildings 5.00%Plant and Machinery 9.50%Electric & Electronic Equipments 9.50%Office & Other Equipments 9.50%Motor Vehicles 20.00%Computers & Software 33.33%Furniture & Fittings 12.00%Lease Hold Improvementsa. Borewellb. OthersOver a period of 10 YearsOver a period of 36 Months3.8. Revenue Recognition:‣¾ Income from operations is determined and recognised,based on the Percentage of CompletionMethod, as the aggregate of the profits earned on theprojects completed / under completion and the valueof construction work done during the period.Profit so recognised in respect of individual projectsis adjusted to ensure that it does not exceed theestimated overall profit margin. Loss on projects, ifany, is fully provided for.Stage of completion of projects in progress isdetermined on the basis of the proportion of thecontract costs incurred, in respect of individualprojects for work performed up to the period of thefinancial statements, bear to the estimated totalproject cost. Income recognised as contract revenueduring the period is based on the lower of stage ofcompletion as determined above and percentage ofactual amount received on sale (pursuant to agreementsentered into by the company) of the estimatedcontract value of these projects. Project revenueson new projects are recognised when the stage ofcompletion of each project reaches a significant level,‣¾‣¾‣¾‣¾‣¾‣¾‣¾‣¾which is estimated to be at least 25%.<strong>The</strong> estimates for sale value and contract costsare reviewed by management periodically and thecumulative effect of the changes in these estimates,if any, are recognised in the period in which thesechanges may be reliably measured.In respect of sale of completed units, revenue isrecognised when the significant risks and rewardsof ownership of the units in real estate have beenpassed on to the buyer.Interest income is recognised on time basis andis determined by the amount outstanding and rateapplicable.Differential income arising on account of any chargescollected including deposits and the related expensesincurred are recognised in the year of handing over ofthe flats to the customers.Dividend income is recognised as and when right toreceive payment is established.Rental income / lease rentals are recognised onaccrual basis in accordance with the terms ofagreement.In respect of <strong>Brigade</strong> Sheraton operation, revenuefrom rooms, restaurants, banquets and otherservices comprise of renting of rooms, sale of foodand beverages, allied services relating to hoteloperations, including net income from telecommunicationservices and management and operatingfees. Revenue is recognised upon rendering of theservices.Income from operation of <strong>Brigade</strong> InternationalSchool at Gateway is recognised on accrual basis inaccordance with the terms of agreement.In case of <strong>Brigade</strong> Hospitality Services Limitedrevenue recognition is as under:1) Revenue from room rent and facilities are recognisedon usage basis.2) Membership fee received for membership ofclub(s) is recognised as income on a straightline basis by amortising the amount receivedfrom the year of admission up to the period ofexpiry of the relevant membership. <strong>The</strong> balanceunamortised amount received as well asmembership fees received for clubs which arenot operational has been shown as a liabilityunder the head ‘Deferred Income’.3) Commission incurred for procurement ofmembers is amortised and recognised asexpense over the same period as the correspondingincome.4) Subscription charges for facility usage havebeen accounted on monthly basis for usage ofclubs.BRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 67


Schedule for Notes to Accounts for the Consolidated Financialsfor the year ending 31st March 20<strong>11</strong>5) Sale of food and beverages are accounted netof VAT.3.9. Fixed Assets:Fixed assets are stated at cost of acquisition includingdirectly attributable costs for bringing the asset into use,less accumulated depreciation. Capital Work-in-Progresscomprises the cost of fixed assets under construction andnot yet ready for their intended use.3.10. Foreign Currency Transaction:Foreign currency transactions are restated at the rates rulingat the time of receipt/payment and all exchange losses/gainsarising there from are adjusted to the respective accounts.All monetary items denominated in foreign currency areconverted at the rates prevailing on the date of the financialstatement.3.<strong>11</strong>. Investments:Investments are classified as Current Investments and LongTerm Investments. Long Term Investments are carried atthe cost, unless there is a permanent diminution in value ofthe investments and Current Investments are carried at thelower of cost or market value.3.12. Employee Benefits:a) Short-Term Employee Benefits:<strong>The</strong> employee benefits payable only within 12 monthsof rendering the services are classified as short termemployee benefits. Benefits such as salaries, leavetravel allowance, short term compensated absencesetc. and the expected cost of bonus are recognised inthe period in which the employee renders the relatedservices.b) Post-Employment Benefits:i. Defined Contribution Plans:<strong>The</strong> Company has contributed to state governedprovident fund scheme, employee state insurancescheme and employee pension scheme which aredefined contribution plans. Contribution paid orpayable under the schemes is recognised duringthe period in which employee renders the relatedservice.ii. Defined Benefit Plans:<strong>The</strong> employees’ gratuity is a defined benefit plan. <strong>The</strong>present value of the obligation under such plan isdetermined based on the actuarial valuation using theprojected unit credit method which recognises eachperiod of service as giving rise to an additional unit ofemployee benefit entitlement and measures each unitseparately to build up the financial obligation. <strong>The</strong>Company has an employee gratuity fund managedby Life Insurance Corporation of India (LIC). Actuarialiii.gains or losses are charged to Profit and LossAccount.Liability in respect of leave encashment is providedfor on actuarial basis using the projected unit creditmethod same as above.3.13. Borrowing CostsCost of funds borrowed for acquisition of fixed assets up tothe date the asset is put to use is added to the value of theassets.3.14. Earnings per Share:Basic earnings per share is computed by dividing netincome by the weighted average number of common stockoutstanding during the period.<strong>The</strong> number of shares used in computing diluted earningsper share comprises the weighted average sharesconsidered for deriving basic earnings per share, and alsothe weighted average number of equity shares that couldhave been issued on the conversion of all dilutive potentialequity shares. <strong>The</strong> diluted potential equity shares areadjusted for the proceeds receivable, had the shares beenactually issued at fair value (i.e., the average market value ofthe outstanding shares). Diluted potential equity shares aredeemed converted as of the beginning of the period, unlessissued at a later date.3.15. Provision for Taxation:Deferred tax is recognised, subject to the consideration ofprudence, in respect of deferred tax assets or liabilities, ontiming differences, being the difference between taxableincomes and accounting incomes that originate in oneperiod, and are reversible in one or more subsequentperiods.<strong>The</strong> provision for taxation is made on Taxes payable methodafter considering the effect of deduction under Section 35D,80IB and <strong>11</strong>5JB of the Income Tax Act, 1961, wherever it isapplicable.3.16. Impairment of Assets:At the end of each year, the Company determines whethera provision should be made for impairment loss on fixedassets by considering the indications that an impairmentloss may have occurred in accordance with AccountingStandard-28 “Impairment of Assets” prescribed underCompany (Accounts Standard) Rules 2006 where the recoverableamount of any fixed asset is lower than its carryingamount, a provision for impairment loss on fixed assets ismade for the difference.3.17. Provisions and Contingent Liabilities:Provision is recognised when an enterprise has a present68FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


obligation as a result of past event and is probable that anoutflow of resources will be required to settle the obligation,in respect of which a reliable estimate can be made. Provisionsare determined based on management estimatesrequired to settle the obligation at the balance sheetdate. <strong>The</strong>se are reviewed at each balance sheet date andadjusted to reflect the current management estimate. Whereno reliable estimate can be made, a disclosure is made ascontingent liability. A disclosure for a contingent liabilitywill also be made when there is possible obligation or apresent obligation that may, but probably will not, require anoutflow of resources. Where there is a possible obligationor a present obligation in respect of which the likelihood ofoutflow of resources is remote, no provision or disclosure ismade.3.18. Amortisation of Miscellaneous Expenditure:Expenses incurred towards Initial Public Offer and otherdeferred expenses classified under Miscellaneous Expenditureare written off equally over a period of 5 years.In case of Sheraton Hotel Bangalore <strong>Brigade</strong> Gatewaypre-operative expenses incurred till commencement ofcommercial operations, classified under Miscellaneousexpenditure are written off equally over a period of 5 years.3.19. Deferred Revenue Expenditure:Commission incurred for procurement of membershipsat the clubs is amortised and recognised as expense overthe same period as the corresponding membership feesamortised as income.4. NOTES ON ACCOUNTS (forming an integral partof Accounts)4.1. Share CapitalIssued, Subscribed, and Paid up Capital is Rs <strong>11</strong>,225.19Lakhs and there is no change in the same during the year.4.3. Warranty Costs:<strong>The</strong> parent Company has not recognised warranty costrelating to sale of unit/property, since such costs, if any, arecovered by a corresponding warranty from the company’scontractors /vendors. This cost, if any, is recognised as andwhen incurred by the company.4.4. Gratuity Plan:<strong>The</strong> following table spells out the status of the gratuity planas required under AS -15 (revised).(Rupees in Lakhs)ParticularsObligations at thebeginning of the YearAs at31st March20<strong>11</strong>As at31st March<strong>2010</strong>140.50 98.84Service Cost 26.30 38.16Interest Cost 10.37 7.88Benefits Settled (18.34) (1.12)Actuarial (Gain) / Loss 48.12 (2.24)Obligations at theend of the YearChange in Plan AssetsPlan Assets at the beginning of theyear, at Fair Value206.93 140.50139.53 52.57Difference in opening balance 7.21 NilExpected return on Plan Assets 14.69 10.91Contributions 51.59 78.<strong>11</strong>Benefits Settled (18.34) (2.16)Actuarial Gain / (Loss) 0.16 0.104.2. Disclosure pursuant to Accounting Standard 7(Revised):(Rupees in Lakhs)Particulars <strong>2010</strong>–<strong>11</strong> 2009–10Contract Revenue recognised asRevenue in the yearAggregate amount of contract costincurred upto the <strong>Report</strong>ing Date.Recognised Profits (less RecognisedLosses) upto the <strong>Report</strong>ing DateAdvances Received fromCustomers32,157.32 32,468.751,24,841.05 1,10,031.5146,841.42 43,145.5222,488.07 12,453.91Plan Assets at the end of the year,at Fair ValueReconciliation of Present Valueof the Obligation and the FairValue of the Planned AssetsFair Value of Plan Assets at the endof the YearPresent Value of the defined benefitobligation at the end of the yearAsset / (Liability) recognised in theBalance Sheet194.83 139.53194.83 139.53206.93 140.50(12.10) (0.97)BRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 69


Schedule for Notes to Accounts for the Consolidated Financialsfor the year ending 31st March 20<strong>11</strong>ParticularsGratuity Cost for the YearAs at31st March20<strong>11</strong>As at31st March<strong>2010</strong>Service Cost 26.30 38.16Interest Cost 10.37 7.88Expected Return on Plan Assets (14.69) (10.91)Actuarial (Gain) / Loss 47.96 (2.34)Net Gratuity Cost 69.94 32.794.7.1. Relationships:Associated Companiesand Joint VenturesOther related partieswhere common controlexistsKey ManagerialPersonnel (KMP)Relatives of KeyManagerial PersonnelTandem Allied Services Private LimitedBCV Developers Private LimitedBCV Estates Private LimitedMysore Holdings Private Limited<strong>Brigade</strong> FoundationMr M. R. Jaishankar (HUF)Mr M. R. Jaishankar,Chairman and Managing DirectorMs Githa Shankar, Executive DirectorMs Nirupa Shankar (Daughter of KMP)Ms Pavitra Shankar (Daughter of KMP)Mr M. R. Shivaram (Relative of KMP)Assumptions BEL BHSL BEL BHSLInterest Rate 8.00% 8.00% 7.50% 8.00%Expected Rate of Returnon Plan Assets8.00% 8.00% 7.50% 8.00%<strong>The</strong> above figures do not represent the gratuity plan inrespect of <strong>Brigade</strong> Estates and Projects Pvt. Ltd, TetrachHoldings Pvt. Ltd, <strong>Brigade</strong> Properties Pvt. Ltd, <strong>Brigade</strong>Infrastructure & Power Pvt. Ltd, WTC Trades and ProjectsPvt. Ltd which are the subsidiary Companies, and M/s BCVDevelopers Private limited and BCV Estates Pvt. Ltd, a jointventure company, as actuarial calculations were not carriedout. <strong>The</strong> assumptions used by BHSL, a subsidiary company,for the year ended March 31, 20<strong>11</strong>, being different are shownseparately.4.5. A sum of Rs 1,527.91 Lakhs (Previous YearRs Nil Lakhs), being borrowing cost incurred by thecompany in respect of Assets/Projects, was capitalisedduring the year. Sum of 1499.67 Lakhs (Previous yearRs Nil) being borrowing cost incurred by the companyin respect of assets/projects is carried forward asstock-in-trade. A sum of Rs 4,422.41 Lakhs (PreviousYear Rs 5,137.08 Lakhs), being borrowing costincurred by the company in respect of Assets/Projectsunder Construction is carried forward as Capital Work-inprogress.4.6. Related Party Disclosure:Related party disclosures, as required by AS-18, “RelatedParty Disclosures” are given below:4.7.2. <strong>The</strong> following transactions were carried out with therelated parties in the ordinary course of business.(Rupees in Lakhs)ParticularsSale of materials /finished goods / servicesPurchase ofmaterial / finished goods /services /Other expensesOutstandingreceivables / (payables),as at 31.03.20<strong>11</strong>Remunerationpaid to ExecutiveDirectors<strong>Brigade</strong>FoundationKeyManagerialPersonnelRelativesof Keymanagerialpersonnel14.19 366.36 207.910.00 40.63 92.207.22 (<strong>11</strong>9.96) <strong>11</strong>0.280.00 286.88 8.254.8. Assets under Operating Leases:<strong>The</strong> Parent Company has given certain Assets on OperatingLease. Details of assets given under Operating Lease are asunder:(Rupees in Lakhs)AssetDescriptionGrossValue as on31.03.20<strong>11</strong>Depreciation01.04.<strong>2010</strong>to31.03.20<strong>11</strong>TotalDepreciationas on31.03.20<strong>11</strong>ImpairmentLand 370.51 — — NILBuilding 7830.40 (345.33) (1626.17) NILInterior andFurnitureOfficeEquipment& Plant andMachinery3664.96 (377.99) (2328.72) NIL<strong>11</strong>24.77 76.98 (660.88) NIL70FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


<strong>The</strong> parent Company has given on non-cancelable operatinglease certain assets the future minimum lease receivables inrespect of which, as at March 31, 20<strong>11</strong>, are as follows:(Rupees in Lakhs)Minimum Lease Receivable 31st March 20<strong>11</strong> 31st March <strong>2010</strong>Receivable not laterthan 1 yearReceivable later than 1 yearand not later than 5 years2099.10 222.462673.09 413.74Receivable later than 5 years — —<strong>The</strong> <strong>Group</strong> has taken various residential/commercialpremises on cancelable operating leases. <strong>The</strong>se agreementsare normally renewed on expiry.*** (Rupees in Lakhs)Particulars <strong>2010</strong>–<strong>11</strong> 2009–10Net Profit After Tax 8,171.09 4,657.46Add/(Less): Prior Period Adjustments 3,881.04 84.21Net Profit considered forEarnings Per Share12,052.13 4,741.674.10. Deferred Taxation:During the year, the <strong>Group</strong> has accounted forRs 2,446.87 Lakhs (Previous Year Rs 23.75 lakhstowards Deferred Tax Asset) towards Deferred TaxLiability In respect of(Rupees in Lakhs)Particulars <strong>2010</strong>–<strong>11</strong> 2009-10<strong>The</strong> parent Company has taken on non-cancelableoperating lease certain assets (lands) the future minimumlease payments in respect of which, as at March 31, 20<strong>11</strong>,are as follows:(Rupees in Lakhs)Difference between books andIncome tax WDVExpenses debited to P & L but not allowedas deduction for income tax purpose2413.03 (18.90)33.84 (4.85)Minimum Lease Payables 31st March 20<strong>11</strong> 31st March <strong>2010</strong>Payable not later than 1 year 173.38 181.46Payable later than 1 year andnot later than 5 years699.00 708.27Payable later than 5 years 3<strong>11</strong>0.40 3,166.56<strong>The</strong>re are no exceptional / restrictive covenants in the leaseagreements.Contingent rent recognised in the Profit and Loss account isRs Nil4.9. Earnings per Share (EPS)ParticularsEquity Share of Face ValueRs 10/- eachNet profit ***(amount used as numerator)(Rupees In Lakhs)Number of Shares used in computingEarnings per Share(number used as denominator)Earnings per Share<strong>2010</strong>–<strong>11</strong> 2009–1012,052.13 4,741.67<strong>11</strong>,22,51,940 <strong>11</strong>,22,51,940Basic & Diluted (in Rupees) 10.74 4.22and the same has been debited to Profit and LossAccount of the Current Year4.<strong>11</strong>. Contingent Liabilities:Capital commitments and Contingent liabilities on accountof:(Rupees in Lakhs)Particulars 31st March 20<strong>11</strong> 31st March <strong>2010</strong>Capital Commitments notprovided in the booksTowards Letter of Creditsand Bank GuaranteesClaims from governmentdepartments notacknowledged as debtsClaims from governmentdepartments notacknowledged as debtsbut paid under protestContingent liability—Custom Duty28,959.48 54,123.171,906.67 3,773.3<strong>11</strong>53.14 359.421056.24 1305.7693.62 NIL4.12. Non Adjustment Items:4.12.1 Disclosure pursuant to AS–23:Depreciation:<strong>The</strong> depreciation policy adopted by Tandem (an associatedcompany) is straight line basis as per the rates prescribedin Schedule XIV. This differs from the depreciation policyadopted by the Company as indicated in Clause 3.7 of theAccounting Policies given above.BRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 71


Schedule for Notes to Accounts for the Consolidated Financialsfor the year ending 31st March 20<strong>11</strong>Gratuity and Leave Encashment:Gratuity liability of Tandem and AEC (associated companies)are based on actual basis, whereas the company followsactuarial method for the purpose of gratuity liabilitycalculation. Tandem and AEC (associated companies) havenot provided leave encashment liability and expenses areconsidered on cash basis.This differs from the Policy on Employee Benefits adopted bythe Company as indicated in Clause 3.12 of the AccountingPolicies given above.4.12.2. Disclosure pursuant to AS–21:Depreciation:Depreciation in respect of assets of BHSL, wholly ownedsubsidiary of BEL is computed on straight line method asagainst written down value method which is followed by theCompany. However no adjustments have been made for anyperiods since such depreciation is not for like transactionsor other events in similar circumstances as those of theCompany. <strong>The</strong> written down value of fixed assets amountingto Rs 3,779.68 Lakhs out of Fixed Assets amounting toRs 39,000.82 lakhs and depreciation for the year amountingto Rs 277.00 Lakhs out of total depreciation amounting to Rs2,003.66 Lakhs relates to BHSL.4.13. Current Liabilities include a sum of Rs 4,892.52Lakhs (Previous Year Rs 4,<strong>11</strong>8.47 Lakhs) being deferredincome of BHSPL from membership of clubs.4.14. <strong>The</strong> Foreign Exchange Inflow & Outflow:<strong>The</strong> details of Foreign Exchange inflow and outflow duringthe year are as follows:(Rupees in Lakhs)Particulars <strong>2010</strong>–<strong>11</strong> 2009–10Inflow:Advance for Sale of Units,Lease Deposits & RentalsOutflows:i. Professional chargesii. Consultation Feesiii. Others3626.83 1292.64156.86NIL137.48218.73101.771254.19CIF Value of Imports and Payments for the year endedMarch 31, 20<strong>11</strong> is Rs 4,828.34 Lakhs (Previous yearRs <strong>11</strong>30.96 Lakhs).4.15. Balances of Debtors and Creditors and Loans andAdvances are subject to confirmation.4.16 As per the information available with the parentcompany, the principal amount payable to Micro, Small andMedium Enterprises falling under the provisions of Micro,Small and Medium Enterprises Development Act, 2006,Rs 15.70 Lakhs.In case of <strong>Brigade</strong> Hospitality Service Limited (a 100%Subsidiary Company), and Tandem Allied Services PrivateLimited (an Associated Company), companies are in theprocess of compiling necessary data regarding the statusof creditors under the Micro, Small and Medium EnterprisesDevelopment Act, 2006. Consequently, the disclosure underthe Act has not been furnished4.17. Previous year Amounts:<strong>The</strong> figures of previous year have been regrouped andreclassified wherever necessary.As per our report of even datefor Narayanan, Patil and RameshChartered AccountantsFirm Regn No. 002395SPatil Udaya KumarPartnerMembership No: 200/25589Place: Bangalore Date: May 04, 20<strong>11</strong>M. R. JaishankarChairman & Managing DirectorM. R. ShivramDirectorfor <strong>Brigade</strong> Enterprises LimitedShama Sunder R. J.Vice President—FinanceP. Om PrakashCompany Secretary72FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


BRIGADE ENTERPRISES LIMITEDRegd off.: Penthouse, <strong>Brigade</strong> Towers, 135, <strong>Brigade</strong> Road, Bangalore 560 025.For a better quality of life, upgrade to <strong>Brigade</strong>!Your opportunity to own a <strong>Brigade</strong> home at an attractive price.Avail 5% off on any of our Residential Projects.Please fill in the details required below and send it to our Corp. HQ:<strong>Brigade</strong> Enterprises Limited, 2nd Floor, Hulkul <strong>Brigade</strong> Centre, 82, Lavelle Road, Bangalore 560 001.Get in touch with us at: Toll free no.: 1800 102 9977salesenquiry@brigadegroup.com www.<strong>Brigade</strong><strong>Group</strong>.comPRIVILEGE COUPONSERIAL NO:PROJECT NAME AND SFT AREA : ...............................................................................................................NAME OF THE SHAREHOLDER : ...............................................................................................................CLIENT ID (CLID) : ...............................................................................................................DEPOSITORY PARTICIPANT ID (DPID) : ...............................................................................................................GIFTED TO (OPTIONAL) : ...............................................................................................................RESIDENTIAL ADDRESS : .............................................................................................................................................................................................................................................................................................................................................TELEPHONE / MOBILE NO : ...............................................................................................................EMAIL ID : ...............................................................................................................P.T.O.


CONDITIONS1) Discount will be based on the listed price on the date of booking.2) <strong>The</strong> offer is valid up to 30th June 2012.3) Shareholders can avail the discount only for a single booking.4) <strong>The</strong> privilege coupon can be gifted. In case it is gifted, the shareholderneeds to fill in the details of the person to whom it is being gifted apartfrom providing his details.5) This scheme cannot be availed in conjunction with any other promotionalscheme that the Company may come up with in the future.6) <strong>The</strong> discount will be on the listed price of the project (excluding car parkand statutory expenses)


B R I G A D E C O M M E R C I A L — R E T A I LORION MALL @ BRIGADE GATEWAYMega Mallsand a widerange ofRetail spacesWe are making our presence felt inanother sunshine sector: Retail.We are setting up retail facilities in severalkey locations in Bangalore, Mysore andChennai. Some of them are stand-alone,while others are located within ourenclaves. <strong>The</strong> 800,000 sft Orion Mall andretail spaces at Sheraton Bangalore Hotelare in <strong>Brigade</strong> Gateway; <strong>The</strong> Arcade is at<strong>Brigade</strong> Metropolis.Orion Mall at <strong>Brigade</strong> Gateway isour largest retail facility to date.Designed as a lifestyle mall, Orion willfeature specialty outlets—anchor stores,hypermarkets, boutiques, restaurants andcafés, exhibition areas and a <strong>11</strong>-screenmultiplex.All our retail projects share a few keyfactors: strategic locations, convenientaccess, imaginative architectural planning,excellent front- and back-end infrastructuralfacilities and a winning mix ofretail outlets. All are designed to generatefootfalls and function as consumermagnets.BRIGADE BROADWAYORION MALL @ BANASWADIBRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 77


B R I G A D E H O S P I T A L I T Y5-star Hotels,HOLIDAY INN, CHENNAIstate-of-the-art ConventionCentres, luxury ServicedResidences, lifestyle Clubs...LOUNGE—SHERATON BANGALORE HOTEL AT BRIGADE GATEWAYGRAND MERCURE SERVICED RESIDENCES<strong>Brigade</strong> Hospitality ServicesLimited (BHSL) was established in2004. At the time, <strong>Brigade</strong> <strong>Group</strong>was pioneering a new concept in Bangalore:serviced residences. BHSL’s primarypurpose was to ensure their professionalmanagement.Since then, we have grown in sizeand operations. Our professional portfolioand interests now include clubs, conventioncentres, hotels, resorts and spas. Wemanage a growing portfolio of hospitalityventures, operating independently andin association with leading internationalhospitality chains like Starwood, InterContinental,Accor and Banyan Tree underthe Sheraton, Holiday Inn, Mercure andBanyan Tree and Angsana brands.Serviced residence facilities, underthe <strong>Brigade</strong> Homestead brand, cover arange of properties across prime locationsin Bangalore. • All our clubs offer exceptionalsocial, recreational, sports andbusiness facilities. Our very first club—<strong>The</strong> Woodrose, located in the <strong>Brigade</strong>Millennium enclave—won awards for itsunique design and ‘user appreciation’for its excellent ambience, facilities andservices. This very successful first efforthas been replicated in all <strong>Brigade</strong> <strong>Group</strong>’sother enclaves. • Our hotel, <strong>The</strong> GrandMercure Bangalore, was declared BestNew Hotel of the Year—<strong>2010</strong>. We openedthe Sheraton Bangalore Hotel, in the<strong>Brigade</strong> Gateway enclave, this year. <strong>The</strong>launch of other luxury hotels, resorts andspas, across South India, are in the pipeline.Our two Convention Centres—in J. P.Nagar and Whitefield—are ideal venuesfor corporate, social and cultural events.Our partners in hospitality includesome of the most well-known brands around the world:MLR CONVENTION CENTRE, WHITEFIELD RD• Sh e r a t o n —St a r w o o d Ho t e l s• Ho l i da y i n n —In t e r c o n t i n e n ta l Gr o u p• Hil t o n—Hi l t o n Gr o u p• Gr a n d Me r c u r e —Ac c o r• Ba n ya n Tr e e & Ang s a n a• An a n ta r a78FOR A BETTER QUALITY OF LIFE, UPGRADE TO BRIGADE


B R I G A D E C S RTHE BRIGADE SCHOOL @ MALLESWARAMSchools, Scholarships, Awards,Wildlife Conservation ...YOUNG ACHIEVER AWARDS <strong>2010</strong>Over the last 25 years, we havetaken many initiatives as corporatecitizens.We established a not-for-profittrust—<strong>Brigade</strong> Foundation—in 2003.<strong>Brigade</strong> Foundation’s current thrust is oneducation. To date, it has set up threeschools in Bangalore; all three haveearned the reputation of being institutionsof excellence. <strong>The</strong> Foundation has alsodeveloped unique initiatives in the areaof pedagogy, curriculum developmentand training. <strong>The</strong> resources and informationcollated through these initiativesare intended for the exclusive use of <strong>The</strong><strong>Brigade</strong> Schools.Some of our other initiatives, inBangalore and Mysore, include:• Remodeling and renovation of theoffice building of Chief Fire OfficerBangalore, West Zone, located at theHighgrounds Fire Station.• Institution of scholarships and meritawards for the civil engineeringstudents of 3rd and 4th year of R. V.College of Engineering, Bangalore.• Institution of the annual state-wideYoung Achiever Award, in associationwith Rotary Bangalore Midtown.Its purpose is to recognise the achievementsof young people in Karnataka.This is the fifth year since itsinstitution.• Most recently, we are proud of ourassociation with the Animal AdoptionScheme of Bangalore’s BannerghattaBiological Park. As of now, we areadoptive parents to two birds andthree animals.INAUGURATION OF CFO’S OFFICE, HIGHGROUNDS FIRE STATIONLION ADOPTED BY BRIGADE INBANNERGHATTA BIOLOGICAL PARKBRIGADE ENTERPRISES LIMITED ANNUAL REPORT <strong>2010</strong>-<strong>11</strong> 79


Y E A R S A N D C O R P O R A T E O V E R V I E W<strong>The</strong> <strong>Brigade</strong> Storyand international pool of professionalassociates and employ modernconstruction technology.An early entry<strong>Brigade</strong> <strong>Group</strong>’s founder—M.R. Jaishankar—belongs to a reputed family of coffeeplanters from the hill town of Chikmagalur,in the Western Ghats of Karnataka. Hisfamily is well known in the region for theirbusiness integrity and philanthropy.Jaishankar entered the field ofproperty development in 1984. <strong>The</strong>se werethe pre-liberalisation, pre-IT days and,with admirable prescience, Jaishankarrecognised both the emerging potentialof the nascent, unorganised propertyand marketing teams and filling theorganisation with professionally qualifiedpeople. <strong>Brigade</strong> soon became one of themost respected names in the industry.Today, we have completed over 100buildings, aggregating over 20 millionsft—and in the process, we have createdseveral urban landmarks. This year, ina study conducted by <strong>The</strong> EconomicTimes and Great Place to Work Institute(a pioneer in studying and recognisingbest workplaces around the world),<strong>Brigade</strong> was chosen one of ‘India’s BestCompanies to Work for’, ranking second inthe Real Estate industry and one of the Top100 Companies in India<strong>Brigade</strong> Towers, where it all began.We celebrate our Silver Anniversarythis year. A quarter century in propertydevelopment has seen us grow from ateam of five—operating out of a smallsite office on our first project—to a large,professionally managed organisationheadquartered in Bangalore, with branchoffices in several cities in South India anda representative office in Dubai. We workin a professional environment supportedby ERP, follow the best practices of HRmanagement, draw upon a nationalOur new corporate headquarters at World Trade Center Bangalore—a symbol of things to come.<strong>Brigade</strong> Hulkul Centre, Lavelle Rd, where weconsolidated and achieved phenomenal growth.development industry and the potential ofBangalore.Jaishankar established a partnershipfirm, <strong>Brigade</strong> Investments, in 1986, withthe idea of executing just one project:a 14 storey office building. This maidenventure—<strong>Brigade</strong> Towers—became thetallest building to be built by a privatedeveloper in Bangalore at the time.Planning for successWith a long-term vision of growing into aworld-class organisation, <strong>Brigade</strong> beganthe process of building its engineeringAs for the future…Our future plans envision the completion of40 projects, aggregating 31 million sft, in 7cities—across all our domains. Jaishankarsums up the direction we hope to travel inthe days to come: “We intend to continueto focus on innovation and maintain ourpresent momentum on all fronts. We alsointend to continue to use technologicallyadvanced tools and processes,continue to enhance our architectural,design, construction and developmentcapabilities.”


A continuing tradition of winning awards ...Best “Residential Property South” (<strong>Brigade</strong> Metropolis) in the CNBC AWAAZ CRISILCREDAI Real Estate Awards <strong>2010</strong>: M. R. Jaishankar, CMD <strong>Brigade</strong> <strong>Group</strong> (extremeright) received the award from Kamal Nath—Union Cabinet Minister of UrbanDevelopment (center). Also seen: Goutam Datta, GM, Projects (extreme left).M. R. Jaishankar, CMD <strong>Brigade</strong> <strong>Group</strong> receives the Senior Builder Awardfrom P. C. Mohan, Member of Parliament.<strong>Brigade</strong> <strong>Group</strong> was chosen as one of INDIA’S BEST COMPANIES TOWORK FOR 20<strong>11</strong>. Awarded by <strong>The</strong> Economic Times and Great Placeto Work Institute. <strong>Brigade</strong> <strong>Group</strong> was ranked 2nd in the Real EstateIndustry and among the Top 100 Companies in India.R. Ashoka, Honourable Minister for Home and Transport, Karnataka, presenting theBest Commercial Developer of the Year <strong>2010</strong> award to M. R. Jaishankar, CMD, <strong>Brigade</strong> <strong>Group</strong>.Roshin Mathew, COO, <strong>Brigade</strong> <strong>Group</strong>, and Manjunath Prasad, VP, <strong>Brigade</strong> Gateway Project,are also seen.Other awards won by<strong>Brigade</strong> <strong>Group</strong> in the recent past:“India’s Top 10 Builder <strong>2010</strong>”—Construction World”Best Developer in Residential Infrastructure <strong>2010</strong>”—Construction Source IndiaWorld Trade Center Bangalore won the Best Commercial Project ofthe Year <strong>2010</strong>: (l to r) Subesh Ray, JMD, Lemongrass Advisors;Manjunath Prasad and M. N. Balasubramanian of <strong>Brigade</strong> <strong>Group</strong>.”<strong>The</strong> Regional Developer of the Year—South“ <strong>2010</strong>—Realty Plus


<strong>Brigade</strong> Enterprises Limited, Hulkul <strong>Brigade</strong> Centre82, Lavelle Road, Bangalore 560 001 Karnataka, INDIATel: +91-80-4137 9200, 4046 7600 <strong>Brigade</strong><strong>Group</strong>.com

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