The Annual Report 2010-11 - Brigade Group

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Corporate Governance ReportPhilosophy on Corporate Governance at BrigadeEnterprises LimitedThe Philosophy on Corporate Governance at BrigadeEnterprises 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.The Corporate Governance Report of the Company for theyear ended 31st March 2011 is as follows:Board of DirectorsThe Board of Directors of the Company comprises8 Directors as on 31st March, 2011 who have expertise inthe different aspects of business of the Company. Thecomposition 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 MeetingsThe details of the Board Meetings held in the financial year2010-2011 are as follows:Sl. No.Date1 Wednesday, 5th May, 20102 Thursday, 17th June, 20103 Friday, 23rd July, 20104 Tuesday, 9th November, 20105 Thursday, 3rd February, 2011The attendance of the Directors in Board Meetings, previous Annual General Meeting, Directorships and committee positionsheld by them in other Companies are as follows:Name of DirectorBoard Meetings attendedin the financial year2010-11Attendance in the 15thAnnual General Meetingheld on23rd July 2010No. 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 11 1 8Dr K. R. S. Murthy 5 Yes 3 1 2Code of Conduct for Board Members and SeniorManagementThe 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 2011.A declaration to this effect by the Chairman and ManagingDirector of the Company is annexed to this report. The Codeof Conduct has also been posted on the website of theCompany.Audit CommitteeThe Audit Committee of the Company was constitutedon 20th July 2007. The 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.The 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.11. 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.The 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, 2010, 23rd July, 2010, 9th November, 2010 and 3rdFebruary, 2011.The 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 2010-11 19
Page 1 and 2: ANNUAL REPORT2010-11
Page 3: Look Ahead and Plan for the FutureC
Page 6 and 7: B R I G A D E C O M M E R C I A L
Page 8 and 9: Notice“RESOLVED THAT the benefits
Page 10 and 11: Annexure to the Noticeobligation ar
Page 12 and 13: Directors’ ReportToThe Members,Yo
Page 14 and 15: Brigade Tetrarch Private Limited (B
Page 16 and 17: Annexure “I”Conservation of Ene
Page 18 and 19: delays in obtaining approvals, perm
Page 22 and 23: Corporate Governance ReportThe term
Page 24 and 25: Corporate Governance Reporthave bee
Page 26 and 27: Corporate Governance Report16 Categ
Page 28 and 29: Standalone Financial Statements26FO
Page 30 and 31: Annexure to Auditors’ ReportAnnex
Page 32 and 33: Balance Sheet(Rupees in Lakhs)PARTI
Page 34 and 35: Cash Flow StatementPARTICULARSFor t
Page 36 and 37: Schedules forming part of Balance S
Page 42 and 43: Schedules forming part of Profit &
Page 45 and 46: iii.The present value of the obliga
Page 47 and 48: Collateral security of exclusive eq
Page 49 and 50: 2.9. Assets given under Operating L
Page 51 and 52: The above includes the applicable s
Page 53 and 54: Statement pursuant to Section 212 o
Page 55 and 56: Auditors’ Reporton Consolidated F
Page 57 and 58: Consolidated Profit & Loss Account(
Page 59 and 60: PARTICULARSFor the year ended2010-2
Page 61 and 62: (Rupees in Lakhs)PARTICULARSAs at31
Page 63 and 64: (Rupees in Lakhs)PARTICULARSAs at31
Page 65 and 66: Consolidated Schedules forming part
Page 67 and 68: Schedule for Notes to Accounts for
Page 69 and 70: Depreciation is charged on a pro-ra
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obligation as a result of past even
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The parent Company has given on non
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BRIGADE ENTERPRISES LIMITEDRegd off
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B R I G A D E C O M M E R C I A L
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B R I G A D E C S RTHE BRIGADE SCHO
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A continuing tradition of winning a
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The Annual Report 2010-11 - Brigade Group

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