BCV DEVELOPERS PRIVATE LIMITED  

    

ANNUAL REPORT 2014‐2015 

BCV Developers Pvt. Ltd (Joint venture of Brigade Enterprises Ltd with Classic 8, Valmark)

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BCV

Ldins &o& a 'Value

BCV UN : U45201KA2008PTC045861

Regd fk Corp Office : 29th Floor, World Trade Center,

Brigade Gateway Campus, 26/1, Dr. Rajkumar Road,

Malleswaram - Rajajinagar, Bangalore - 560 055.

Phone : +91 - 80 - 4137 9200 Fax : +91 - 80 - 2221 0784

NOTICE

Notice is hereby given that the Seventh Annual General Meeting of BCV Developers Private

Limited will be held on Wednesday, 23r d September, 2015 at 4.00 p.m. at 30 Th Floor, World

Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, Malleswaram-Rajajinagar,

Bangalore - 560 055 to transact the following business:

ORIDNARY BUSINESS

1. To receive, consider and adopt the Audited Balance Sheet and Audited Profit & Loss

Account for the financial year ended 31 st March, 2015 and the reports of the Board of

Directors and the Auditors thereon.

2. To appoint the Directors in place of Mr. Roshin Mathew who retires by rotation and being

eligible, offers himself for re-appointment.

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

eligible, offers himself for re-appointment.

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

resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 139 read with Rule 3 of the

Companies (Audit and Auditors) Rules, and all other applicable provisions, if any, of the

Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for

the time being in force) and based on the recommendations of the Board, approval of the

Shareholders be and is hereby accorded to appoint of M/s. N.C.S. Raghavan & Co., Chartered

Accountants (Registration No.073355), as Statutory Auditors of the Company from the

conclusion of this Seventh Annual General Meeting until the conclusion of Twelfth Annual

General Meeting subject to annual ratification by the members at every Annual General

Meeting and authorizing the Board of Directors of the Company to fix the remuneration of the Statutory Auditors in consultation with them."

SPECIAL BUSINESS

5. To consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:

"RESOLVED THAT, pursuant to Section 149, 150, 152 and other applicable provisions of the Companies Act, 2013 read with Schedule IV and all other applicable provisions of the

Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules,

2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Mohan Parvatikar (DIN: 00235941), who was appointed as an Additional Director

of the Company by the Board of Directors with effect from 21s t April, 2015 and who holds

!CV

13aildins COMMUttitieS a llatue

office until the date of this Annual General Meeting in terms of Section 161 of the

Companies Act, 2013, and in respect of whom the Company has received a notice in writing

under Section 160 of the Companies Act, 2013 from a member proposing his candidature

for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office up to five consecutive years commencing from 21s t April, 2015."

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

resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable

provisions of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and

Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for

the time being in force), payment of remuneration not exceeding Rs.1,00,000/- (Rupees One

Lakh) apart from applicable taxes and out of pocket expenses to Messrs GNV & Associates,

Cost Accountants (Firm Regn No.000150), appointed as Cost Auditors by the Board of

Directors of the Company for conducting cost audit for the financial year 2014-15 (1st April 2014 to 31st March, 2015) be and is hereby approved.

RESOLVED FURTHER THAT the Board of Directors and Company Secretary of the Company be and are hereby severally authorised to do all such acts, deeds and things as may

be necessary, proper or expedient to give effect to this resolution."

7. To consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 196, 197, 203 of the Companies

Act, 2013 (hereinafter referred to as "Act") read with Schedule V to Act read with the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the approval of the Shareholders be and is hereby accorded to appoint Mr. Amar Mysore as Manager of the Company for a period of 5 years with effect from 17 Th July, 2015 without any remuneration.

RESOLVED FURTHER THAT the Board of Directors and the Company Secretary of the

Company be and are hereby authorized to do all such acts, deeds and things as may be necessary or expedient to give effect to this resolution."

8. To consider and if thought fit, to pass with or without modification(s) the following resolution as an Special Resolution:

"RESOLVED THAT, in supersession of any earlier resolutions and in terms of Section

180(1)(c) and all other applicable provisions, if any, of the Companies Act, 2013, read with

Companies (Meetings of Board and its Powers) Rules, 2014 (including any statutory

modification(s) or re-enactment thereof for the time being in force), the consent of the members of the Company be and is hereby accorded to the Board of Directors of the

Company, including any Committee thereof (hereinafter referred to as "the Board") for borrowing from time to time up to Rs 500,00,00,000 (Rupees five hundred crores only), in one or more tranches from banks, financial institutions and other lending institutions or

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BCV 5aitdins COMmunities & Value

persons, any sum or sums of monies which together with the monies already borrowed by the

Company, if any (apart from temporary loans obtained or to be obtained from the Company's bankers in the ordinary course of business), notwithstanding that the same be in excess of

the aggregate of the, then paid up capital and free reserves of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby

authorized to sign and execute the necessary documents, deeds and writings and do all

acts, deeds and things as may be necessary to give effect to this resolution.

RESOLVED FURTHER THAT the Board of Directors (for the purpose of this Resolution,

the "Board" would include any Director in single capacity and/or the Committee of Directors

as may be authorized by the Board in this regard) be and are hereby authorized to

negotiate with the lending entities and to finalize and execute the documents and deeds as

may be applicable for creating the appropriate mortgages and/or charges on such of the

immoveable and/or moveable properties of the Company on such terms and conditions as may

be decided by the Board and to perform all such acts, deeds and things as may be necessary

in this regard."

Place: Bangalore

By order of the Board Date: 17th July, 2015

For BCV Developers Private Limited

Veerabhadra M Khanure Company secretary

Registered Office

29th Floor, World Trade Center

Brigade Gateway Campus, 26/1,

Dr. Rajkumar Road Mal leswaram-Ra ja jinagar

Bangalore - 560055

NOTES:

a) A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND THE PROXY NEED NOT BE A MEMBER.

b) Proxies in order to be effective must be received at the Registered Office of

the Company not less than forty eight hours before this Annual General Meeting.

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BCV 13uitelino Communities 811latue

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

Item No: 5

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of

Association of the Company, the Board of Directors have appointed Mr. Mohan Parvatikar

(DIN: 00235941) as an Additional Director of the Company with effect from 21 5t April, 2015. In

terms of the provisions of Section 161(1) of the Act, Mr. Mohan Parvatikar would hold office up

to the date of the ensuing Annual General Meeting.

The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a member along with the deposit of requisite amount under Section

160 of the Act proposing the candidature of Mr. Mohan Parvatikar for the office of Director of

the Company.

Mr. Mohan Parvatikar is not disqualified from being appointed as a Director in terms of Section

164 of the Act and has given his consent to act as a Director of the Company. Section 149 of the Act inter alio stipulates the criteria of independence should a company propose to appoint

an Independent Director on its Board. As per the said Section 149, an Independent Director can

hold office for a term up to 5 (five) consecutive years on the Board of a company and he shall

not be included in the total number of Directors for retirement by rotation.

The Company has received a declaration from Mr. Mohan Parvatikar that he meets with the

criteria of independence as prescribed both under sub-section (6) of Section 149 of the

Companies Act, 2013.

Mr. Mohan Parvatikar, 60 years old, holds a Bachelor of Engineering degree in electrical from

IIT, New Delhi and has done his Masters in Business Administration from Indian Institute of

Management (IIM), Bangalore. He has extensive and versatile experience for over thirty years in the field of Banking, Information Technology and Stock Broking. His other interests include

application of quantitative techniques, simulation and modeling of financial systems.

None of the Promoters, Directors, Key Managerial Personnel or their relatives are interested,

financial or otherwise, if any in the Resolution No.5 of the accompanying Notice except to the

extent of their Shareholding, if any in the Company.

The Board recommends the Ordinary Resolution set out at Item No.5 of the Notice for approval

by the Shareholders.

Item No: 6

The provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 mandates the Company to get its cost records audited. The Board of

Directors have appointed M/s. GNV & Associates, Cost Accountants (Firm Registration No:

000150) as the Cost Auditors of the Company for the financial year 2014-15 at a remuneration

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BCV 13tittelin6 Comities 81/4le

of Rs.1,00,000/- (Rupees One Lakh only) apart from applicable taxes and out of pocket

expenses, if any, for the financial year 2014-15.

Ratification of remuneration payable to cost auditors needs to be done by the shareholders of

the Company in terms of Section 148 of the Companies Act, 2013 read with the Companies

(Audit and Auditors) Rules, 2014. Due to which consent of the members is sought for

ratification of the remuneration payable to the Cost Auditors for the financial year 2014-15.

None of the Promoters, Directors, Key Managerial Personnel or their relatives are interested,

financial or otherwise, if any in the Resolution No. 6 of the accompanying Notice except to the

extent of their Shareholding, if any in the Company.

The Board recommends the Ordinary Resolution set out at Item No.6 of the Notice for approval

by the Shareholders.

Item No: 7

The Board of Directors of the Company in their meeting held on 17 th July, 2015 had appointed

Mr. Amor Mysore as the Manager of the Company.

Mr. Amar Mysore, aged 37 years, graduated in Bachelor of Engineering (Industrial Engineering St

Management), MS. He has been associated with the Company since August, 2008 and looking

after Brigade Orchards project as Vice President of the Company.

His education qualification coupled with rich experience of over . 10 years in Real Estate,

Infrastructure and Power fields would immensely benefit the Company with his added additional

responsibility as Vice President. Since he is an employee of the Company, no remuneration is

being proposed for his additional role as Manager of the Company.

None of the Promoters, Directors, Key Managerial Personnel or their relatives are interested, financial or otherwise, if any in the Resolution No. 7 of the accompanying Notice except to the

extent of their Shareholding, if any in the Company.

The Board of Directors recommend passing item no.7 as set out in the notice as an ordinary

resolution.

Item No.8:

The Shareholders at the First Annual General Meeting of the Company held on 2e July, 2009

had passed an ordinary resolution by according their consent to the Board of Directors to

borrow up to Rs.500,00,00,000 (Rupees five hundred crores only) in excess of the aggregate of

the paid up share capital and free reserves of the Company, pursuant to the provisions of the

erstwhile Companies Act, 1956.

•The present borrowings of the Company is well within the limits approved by the Shareholders

in 2009.

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13cglctino Commutn,t(es & Vatue

The resolution proposed under Item No. 6 is to obtain the Shareholders approval through a

special resolution pursuant to the provisions of Section 180 (1)(c) of the Companies Act, 2013.

Hence, this resolution is proposed purely on technical grounds to comply with obtaining

Shareholders approval through special resolution in lieu of the ordinary resolution passed under

the erstwhile Companies Act, 1956.

Further, the approval is sought under Section 180 of the Companies Act, 2013 for creating

appropriate mortgages and/or charges on such of the immoveable and/or moveable properties of

the Company for the borrowings made.

The Directors recommend the Resolution No.8 of the Notice for consent and approval by the

Shareholders as a special resolution.

None of the Promoters, Directors, Key Managerial Personnel or their relatives are interested,

financial or otherwise, if any in the Resolution No.8 of the accompanying Notice except to the

extent of their Shareholding, if any in the Company.

Place: Bangalore

By order of the Board Date: 17th July, 2015

For BCV Developers Private Limited

\tbh61- Veerabhadra M Khanure

Company secretary

Registered Office

29th Floor, World Trade Center Brigade Gateway Campus, 26/1,

Dr. Rajkumar Road Malleswaram-Rajajinagar

Bangalore - 560055

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BCV Developers Pvt. Ltd (Joint venture of Brigade Enterprises Ltd with Classic & Valmark)

BCV CIN : U45201KA2008PTC045861

Regd & Corp Office : 29th Floor, World Trade Center,

Brigade Gateway Campus, 26/1, Dr. Rajkumar Road,

Malleswaram - Rajajinagar, Bangalore - 560 055.

Phone : +91 - 80 - 4137 9200 Fax : +91 - 80 - 2221 0784

BCV

'Saar:Lino Communities 8 'Value

BOARD'S REPORT

Dear Members

We have pleasure in presenting the Seventh Annual Report on business and operations of the

Company together with the Audited Statement of Accounts for the financial year ended

315t March, 2015.

FINANCIAL HIGHLIGHTS: (Rs. in Lakhs)

Particulars 2014-15 2013-14

Turnover 13,169.53 14.11

Depreciation & amortisation expenses 278.28 76.23

Finance costs 608.40 185,44

Profit before Tax (649.46) (234.06)

Less: Tax Expense (200.70) (72.77)

Net Profit/Loss after Tax (448.76) (161.29)

FINANCIAL OVERVIEW AND OPERTAIONS:

Your Company posted a turnover of Rs.13,169.53 Lakh as against Rs.14.11 Lakh during the previous

year and Incurred a loss of Rs.448.76 Lakh as against Rs.161.29 Lakh during the previous year.

Your Company launched Brigade Orchards as Bangalore's 1s t Smart Township which will integrate

future-ready smart features that will enhance quality of life.

The snap shot of the activities during the financial year at Brigade Orchards are as follows:

• 1.2 million sft of luxury residential space launched- Cedar & Deodar at blocks.

• Commencement of construction of 1.4 million sft of residential development - Cedar,

Deodar & Parkside Homes

• Successfully completed the ls t Precast project by Brigade Group - Aspen block

• Construction using Precast technology in full swing at two more blocks - Banyan & Cedar

FUTURE OUTLOOK

• The Signature Club at Brigade Orchards is expected to start operations in FY16. The Club will

have superlative fitness facilities, spa, spacious guest rooms & suites, state-of-the art

conference facilities, party areas, al fresco restaurant, and a large outdoor bar.

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BCV • The 1st Phase of the Sports arena built over a 6 acre site will get completegkin,FY16„„It,ism„

designed to accommodate 5 sporting academies (Cricket, Football, Athletics, Swimming, and

Tennis), a 400 m running track and seating for around 1000 spectators.

• 256 apartments and Phase-1 of the villa development are scheduled for handing over to

residents in FY16. This in addition to commencement of operations for both Signature Club

and Sports arena will significantly enhance the livability and marketability of the township.

• Around 0.8 million sft of Luxury Residential space to be launched in FY16. This would be a

15-storey Precast building having a mix of 2 & 3 BHKs and Penthouses.

• Around 0.24 million sft of Retail & Commercial space to be launched in FY-16.This building

will have a direct access from NH 207, the highway that goes to Hoskote and also caters to

the airport traffic from the IT hub of Whitefield.

HOLDING / SUBSIDIARIES AND ASSOCIATES:

The Company is a subsidiary of Brigade Enterprises Limited. BCV Estates Private Limited and CV

Properties (Bangalore) Private Limited are Associates of the Company.

During the year the Company became a subsidiary of the Brigade Enterprises Limited, w.e.f.

21' January, 2015.

SCHEME OF ARRANGEMENT:

The Company had filed a scheme of amalgamation with two Associate Companies (BCV Estates

Private Limited and CV Properties (Bangalore) Private Limited) with the appointed date for the

scheme being lst October, 2013. The scheme has been sanctioned by the Honourable High Court

of Karnataka and the final hearing on the scheme is scheduled shortly.

TRANSFER TO RESERVES & DIVIDEND:

The Company does not have any profits to either recommend dividend or transfer to reserves.

FIXED DEPOSITS:

The Company has not accepted any deposits in terms of Chapter V of the Companies Act, 2013

read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review.

Accordingly, no amount is outstanding as on the balance sheet date.

SHARE CAPITAL:

There has been no change in the Share Capital of the Company during the year.

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BCV DEBENTURES: Ouildine Communtties &Value

During the year under review, the Company has not issued any Debentures. As on date, the

Company does not have any outstanding Debentures.

BOARD OF DIRECTORS:

The Board of Directors of the Company comprises of 5 non-executive Directors. The composition

of the Board of Directors is in due compliance of the Companies Act, 2013.

In accordance with the Articles of Association of the Company and the provisions of Section

152(6)(e) of the Companies Act, 2013, Mr. Roshin Mathew (DIN: 00673926) and

Mr. M.R. Jaishankar (DIN: 00191267) Directors of the Company will retire by rotation at the

ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

None of the Directors of the Company are disqualified under Section 164(2) of the Companies

Act. 2013.

BOARD MEETINGS:

During the year under review, the Board of Directors of the Company met 4 times on the

following dates:

Dates on which Board Meetings were Held

Total Strength of the Board No of Directors Present

18th Apri1,2014 5(Five) 4 (Four)

24th July,2014 5 (Five) 5 (Five)

16 th October,2014 5 (Five) 3 (Three)

21' January,2015 5 (Five) 5 (Five)

ATTENDANCE OF DIRECTORS AT BOARD MEETINGS AND ANNUAL GENERAL MEETING:

The Board of Directors of the Company have attended the Board & Annual General Meetings as

per the following details:

Name of Directors Board attended financial 2014-15

Meetings in the

year

Attendance in the 6 th Annual General Meeting held on 4th August,2014

Mr. M.R. Jaishankar 4 (Four) Yes

Mr. P.V. Maiya 2 (Two) No

Mr. D.M. Purnesh 4 (Four) Yes

Mr. Ratan Lath 3 (Three) Yes

Mr. Roshin Mathew 3 (Three) Yes

AUDIT COMMITTEE:

The Audit Committee of the Company comprises of the following members as on 31. st March, 2015:

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1. Mr. D. M. Purnesh - Chairman

2. Mr. Ratan B Lath - Member

3. Mr. Mk Jaishankar - Member

4. Mr. Roshin Mathew - Member

POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION:

The Directors of the Company are appointed by the members at annual general meetings in

accordance with the provisions of the Companies Act, 2013 and the rules made thereunder.

The Company has adopted the provisions of the Companies Act, 2013 relating to the appointment

and tenure of Independent Directors.

The Company's Remuneration Policy for Directors, Key Managerial Personnel and Senior

Management Personnel is contained in Annexure-1.

DIRECTORS' RESPONSIBILTY STATEMENT:

The Board of Directors hereby confirms that:

a) in the preparation of the annual financial statements for the year ended 31 March, 2015,

the applicable accounting standards have been followed along with proper explanation relating

to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made

judgments and estimates that are reasonable and prudent so as to give a true and fair view of

the state of affairs of the Company at the end of the financial year and of the profit of the

Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provisions of the Companies Act, 2013 for

safeguarding the assets of the Company and for preventing and detecting fraud and other

irregularities;

d) the annual financial statements have been prepared on a going concern basis;

e) there are proper systems to ensure compliance with the provisions of all applicable laws were

in place and were adequate and operating effectively.

KEY MANAGERIAL PERSONNEL:

During the year under review, Mr. Rajesh R resigned from the position of Company Secretary and

Mr. Veerabhadra Khanure was appointed as the Company Secretary of the Company.

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PARTICULARS OF EMPLOYEES: Coueuauraties & Value

There are no employees who are in receipt of remuneration exceeding the limits prescribed under

Section 134 of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules.

STATUTORY AUDITORS:

M/s. N. C. 5 Raghavan (3( Co, Chartered Accountants (Firm Registration No.073355) the retiring

Auditors have conveyed their consent & eligibility to be appointed as the Statutory Auditors of

the Company for a period of 5 years till the conclusion of Twelfth Annual General Meeting,

subject to annual ratification by the members of the Company in terms of Section 139 of the

Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

There are no qualifications or adverse remarks in the Statutory Auditors' Report for the financial

statements for the year ended 31 st March, 2015 which require any explanation from the Board of

Directors.

COST AUDITORS:

The Board of Directors of the Company have appointed M/s GNV (Si Associates, Cost Accountants

(Firm Regn No. 000150) as Cost Auditors of the Company for the financial year 2014-15 at a fee

of Rs.1.00 lakhs plus applicable taxes and out of pocket expenses subject to the ratification of

the said fees by the Shareholders at the ensuing Annual General Meeting of the Company

pursuant to provisions of Section 148 of the Companies Act.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of the loans, Guarantees and Investments covered under the provisions of Section 186 of

the Companies act, 2013 are given in the notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The related party transactions entered during the financial year 2014-15 is detailed in Notes to

Accounts of the financial Statements.

EXTRACT OF ANNAUL RETURN:

In terms of Section 92 (3) of the Companies Act, 2013 read with the Companies (Management and

Administration) Rules, 2014, the extract of the Annual Return of the Company for the financial

year 2014-15 in Form No. MGT-9 is appended as Annexure-2 to this Report.

MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments for the period under review, which significantly

affects the financial position of the company.

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SIGNIFICANT OR MATERIAL ORDERS: 13uildine Comwmnities & 'Value

During the financial year under review, no significant and material orders were passed by the

regulators or courts or tribunals impacting the going concern status and the Company's operations

in the future.

INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has adequate internal financial control systems in place with reference to the

financial statements.

During the year under review, these controls were evaluated and no significant weakness was

identified either in the design or operation of the controls.

RISK MANAGEMENT:

The Board of Directors and Audit Committee have been entrusted with the responsibility for

establishing policies to monitor and evaluate risk management systems of the Company. As a part

of their scope the Badari, Madhusudhan & Srinivasan, Chartered Accountants, Internal Auditors

of the Company undertake the evaluation of processes in different departments/units of the

Company and the same is presented to the Audit Committee/ Board of Directors on a quarterly

basis.

The business risks identified are reviewed by the Audit Committee and a detailed action plan to

mitigate identified risks is drawn up and its implementation monitored. The key risks and

mitigation actions will also be placed before the Board of Directors of the Company on a periodic

basis.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions relating to Corporate Social Responsibility are not applicable to the Company as on

31st March, 2015. However the Group is continuously engaged in Corporate Social Responsibility

activities in and around its projects.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO:

A. CONSERVATION OF ENERGY:

There is nothing to report pursuant to provisions of Section 134(3)(m) of the Companies Act,

2013 relating to the conservation of energy as the Company has just commenced its operations.

B. TECHNOLOGY ABSORPTION: NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of Foreign Exchange earning / Outgo is given below:

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(Amount in Lakhs)

Particulars 2014-2015 2013--2014

Foreign Exchange Earnings

Apartment Booking Amount received 33.13 , -

Foreign Exchange Outflow

Import of Capital Goods 300.27 -

Import of Materials . 33.94 132.07

Services 8.69 12.64

Customer refund 3.14 -

HUMAN RESOURCES:

Many initiatives have been taken to support business through organizational efficiency, process

change support and various employee engagement programmes, your Company has currently 35

employees. A significant effort has also been undertaken to develop leadership as well as

technical/ functional capabilities in order to meet future talent requirement.

Brigade Enterprises Limited, the Holding Company has framed a policy for Prevention of Sexual

Harassment in the organization. The policy is applicable for all Companies in the Group. The

"Complaints Redressal Committee" for prevention and redressal of complaints on sexual

harassment of women at work place in accordance with the Sexual Harassment of Women at

Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and relevant rules thereunder.

During the period under review, there were no such instances reported in the Company.

ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation and sincere thanks to all the

stakeholders for the continued support and patronage. We look forward to your support and co-

operation as the Company is entering the next league of growth.

By order of the Board

For BCV Developers Private Limited

Place: Bangalore

Date: 21s t April, 2015 Rill/shin Mathew

Director

DIN: 00673926

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ANNEXURE-1

Remuneration policy for Directors, Key Managerial Personnel and Senior Management Personnel

1) PREAMBLE

Brigade Group strives to ensure the highest levels of integrity, quality and service in its business.

The observance of highest standards & levels of transparency, accuracy, accountability and

reliability on the organisation cascades from the Board of Directors across various business

units/segments.

BCV Developers Private Limited is committed to ensure that remuneration commensurate with the

role and responsibilities is paid to the directors, key managerial personnel and senior management

personnel.

The remuneration policy for directors, key managerial personnel and senior management personnel

has been formulated in accordance with the requirements of the Companies Act, 2013

• The key objectives of the remuneration policy are as follows:

• To achieve a performance-driven work culture that generates organisational growth

• To attract, retain, motivate the best talent, to run the business efficiently and effectively

• To provide clear focus and measurement on key objectives with a meaningful link to rewards

2) DEFINITIONS:

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

Private Limited.

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

viz. Managing Director and Wholetime Director.

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

Company.

d. Independent Directors means Directors appointed in accordance with Section 2(47), 149 of the Companies Act, 2013.

e. Key Managerial Personnel means -

• the Chief Executive Officer or Managing Director or Wholetime Director or Manager • chief Financial Officer

• Company Secretary

• Such other person as may be prescribed under the Companies Act, 2013.

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

apart from Key Managerial Personnel.

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13adchns Commarkthes & Value

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

3) POLICY SCOPE

The remuneration policy is the guiding principle on the basis of which the Compensation

Committee will recommend to the Board of Directors the remuneration payable to Directors, Key

Managerial Personnel and Senior Managerial Personnel.

4) REMUNERATION TO EXECUTIVE DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT PERSONNEL

The Nomination and Remuneration Committee recommends the remuneration payable to the

Executive Directors based on which the Board of Directors of the Company fix the remuneration

of the Executive Directors within the limits approved by the shareholders.

The Nomination and Remuneration Committee will recommend the remuneration payable to Key

Managerial Personnel based on which the Board of Directors will fix the remuneration. In case of

any Key Managerial Personnel on the Board then the remuneration fixed should be within the

limits approved by the shareholders.

The remuneration structure for Executive Directors, Key Managerial Personnel and Senior

Management Personnel shall consist of the following components:

Basic Pay

Perquisites and A llowances

Employee Stock Options (ESOP only for Key Managerial Personnel & Senior Management Personnel

who are not on the Board)

Variable Pay (Applicable only for Key Managerial Personnel & Senior Management Personnel who

are not on the Board)

Retiral Benefits

The remuneration of Executive Directors, Key Managerial Personnel and Senior Management

Personnel are fixed by the Board based on the recommendation of the Nomination and

Remuneration Committee on basis of individual's qualification, experience, expertise, core

competencies, job profile, positive attributes and industry standards.

As regards to the Key Managerial Personnel who are not on the Board variable pay will be based on

a weighted average factor of individual performance, department performance and Company's performance.

9

5) REMUNERATION TO NON-EXECUTIVE DIRECTORS 13aildin5 Cowm,outtes & 'Value

Non- Executive Directors are entitled to sitting fees for attending the meetings of the Board and

Committees.

6) REMUNERATION PAYABLE TO OTHER EMPLOYEES

Employees are assigned bands based on a grading structure. The assignment of a particular band

is dependent on their educational qualification, work experience, skill sets, competencies and the

role & responsibilities they will be discharging in the Company. Individual remuneration is based on

various factors as listed above apart from industry standards.

10

ANNEXURE-2 BCV FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN Co & Value

As on financial year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS: - 1 CIN U45201KA2008PTC045861

2 Registration Date 1st Apnl, 2008

3 Name of the Company BCV Developers Private Limited

4 Category/Sub-category of the Company Company Limited by Shares

Indian Non Government Company

5 Address of the Registered office & contact details 29th Flr, World Trade Center, Brigade Gateway Campus, 2611, Dr.Rajkumar Road, Malleswaram-Rajajinagar, Bangalore-560 055 Tel: 080 40438000 Email! omprakash@brigadegroup.com

6 Whether listed company No

7 Name, Address & contact details of the Registrar & Transfer Agent if any. NA

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY'

(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

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

Real Estate 681 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Name and Address of the company CIN/GLN Holding /Subsidiary/Associate ./o of Shares held Applicable Section Brigade Enterprises Limited

29th & 30thFlr,World Trade Center,2611,Brigade Gateway, Dr, Rajkumar Road, Malleswaram-Rajajinagar, Bangalore-

560 055

L85110KA1995PLC019126 Holding Company 50.01 2(46)

IV. SHAREHOLDING PATTERN

(Equity share capital breakup as percentage of total equity)

(i) Category-wise Share Holding Category of

Shareholders No, of Shares held at the beginning of the year No. of Shares held at the end of the year % Change during the

year

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoters

(1) Indian

a) Individual/ HUF 1,00,00,000 1,00,00,000 50.00% 99,99,000 99,99,000 49,99% -0.01%

b) Central Govt 0.00% 0.00% 0.00%

C) State Govt(s) . 0.00% 0.00% 0.00%

d) Bodies Corp. 1,00,00,000 1,00,00,000 50.00% 1,00,01,000 1,0001,000 50.01% 0.01%

e) Banks ! FI 0.00% - 0.00% 0,00%

I) Any other 0.00% - 0,00% 0.00%

Sub Total (A) (1) 2,00,00,000 2,00,00,000 100.00% 2,00,00,000 2,00,00,000 100.00% 0.00%

(2) Foreign

a) NRI Individuals 0.00% 0.00% 0.00%

b) Other Individuals 0.00% 0.00% 0.00%

c) Bodies Corp. 0.00% 0.00% 0.00%

d) Any other 0.00% 0.00% 0.00%

Sub Total (A) (2) - - 0.00% - 0.00% 0.00%

TOTAL (A) • 2,00,00,000 2,00,00,000 100.00% - 2,00,00,000 2,00,00,000 1 00.00% 0.00%

B. Public Shareholding _

/. Institutions

a) Mutual Funds 0.00% 0.00% 0.00%

to) Banks! Fl 0.00% 0.00% 0.00%

c) Central Govt .,

0.00% - 0.00% 0.00%

d) State Govt(s) 0.00% 0.00% 0.00%

e) Venture Capital Funds

f) Insurance Companies

0.00% 0,00% 0.00%

0 00% 0.00% 0.00%

g) Hs 0.00% 0.00%' 0,00%

1=1 h) Foreign Venture Capital Funds

0.00%

13otildin Cc

Wei1/4. 7q 0.00%

rArmirlitias & 'Value i) Others (specify) 0.00% 0.00% 0.00% Sub-total (B)(1):. • - • 0.00% - • • 0.00% 0.00%

2. Non-Institutions

a) Bodies Corp. 0.00% 0.00% i) Indian no% a00% aco% ii)Overseas 0.00% am% no% b) Individuals

i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

0.00% 0.00%

ii)Individual shareholders holding nominal share capital in excess of Rs 1 lakh

0.00% 0.00%

c) Others (specify)

Directors 0.00% Non Resident Indians 0.00% 0.00% 0.00% Overseas Corporate Bodies

0.00% 0.00% 0.00%

Foreign Nationals 0.00% 0.00% 0.00% Clearing Members 0.00% 0.00% 0.00% Employees 0.00%

HUF 0.00%

Trusts 0.00% 0.00% 0.00% Foreign Bodies - D R 0.00% 0.00% 0.00% Sub-total (B)(2):- - - • 0.00% - • • 0.00% 0.00% Total Public (B) • - • 0.00% • - 0.00% 0.00% C. Shares held by Custodian for GDRs & ADRs

• 0.00% 0.00% 0.00%

Grand Total (A.B+C) 2,00,00,000 2,00,00,000 100.00% • 2,00,00,000 2,00,00,000 100.00% 0.00%

(ii) Shareholding of Promoter

SN Shareholders Name Shareholding at the beginning of the year Shareholding at the end of the year % change in shareholding during the

year No. of Shares % of total

Shares of the company

% of Shares Pledged/

encumbered to total shares

No. of Shares % of total Shares of the company

% of Shares Pledged!

encumbered to total shares

1 Brigade Enterprises Ltd. 10000000 50.00% 10001000 50.01% 0.01% 2 Mrs. Anitha Purnesh 2500000 12.50% 2499000 12.49% -0.01% 3 Mr. Tejraj Gulecha 2500000 12.50% 2500000 12.50% 0.00% 4 Mr. Ratan B. Lath 2500000 12.50% 2500000 12.50% 0.00% 5 Mrs. Saraswathamma 833299 4.17% 833299 4.17% 0.00% 6 Mr. D. M. Shankar 625013 3.13% 625013 3.13% 0.00% 7 Ms. Manjula Reddy 416659 2.08% 416659 2.08% 0.00% 8 Mr. D.S. Shravan Tejas 312481 1.56% 312481 1.56% 0.00% 9 Mr. OS. Abhinand 312481 1.56% 312481 1.56% 0.00% 10 Mr. LIM Purnesh 50 0.00% 50 0.00% 0.00% 11 Mr. Naveen TV 17 0.00% 17 0.00% 0.00%

(iii) Change in Promoters' Shareholdina (Masse snonifv if thoro io nn rhanno1

SN Particulars Date Reason Shareholding at the beginning of the year Cumulative Shareholding during the year

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

At the beginning of the year 01.04.2014 2,00,00,000 100.00% Changes during the year No Change 0.00% At the end of the year 31.03.2015 2,00,00,000 100.00% 2,00,00,000 , 100.00%

(iv) Shareholding Pattern of top ten Shareholders : NIL

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

I BCV1 12,RitcImo 60 MIK., it ies &Value

lvl Shareholdina of Directors and Key Manaaerial Personnel _ SN

_

Shareholding of each Directors and each Key Managerial Personnel

Date Reason Shareholding at the beginning of the year Cumulative Shareholding during the year

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

1 _ Mr. Ratan B. Lath'

At the beginning of the year 25,00,000 12.50%

Changes during the year

_ At the end of the year 25,00,000 12.50% 25,00,000 12.50%

2 Mr. D.M Pumesh -

At the beginning of the year 50 0.00% 0.00%

Changes during the year 0.00%

Al the end of the year 50 0.00% 50 0.00%

V. INDEBTEDNESS

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

(Amt. Rs./Lacs)

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 4,046.93 24,601.35 28,648.28

ii) Interest due but not paid

iii) Interest accrued but not due i

Total (i+ii+iii) 4,046.93 24,601.35 28,648.28

Change in Indebtedness during the financial year

• Addition 6,149.36 6,149.36

*Reduction _

Net Change 6,149.36 6,149.36

Indebtedness at the end of the financial year

i) Principal Amount 10,196.29 24,601.35 34,797.64

ii)Interest due but not paid

iii)Interest accrued but not due

Total (iiiiii+iii) 10,196.29 24,601.35 - 34,797.64

!VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors andlor Manager: NIL

B. Remuneration to other Directors: NIL

C. Remuneration to Key Managerial Personnel other than MD/Manager/VVTD: NIL

VII. PENALTIES! PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL

Type Section of the Companies Act

Brief Description Details of Penalty / Punishment/ Compounding

fees imposed

Authority [RD / NCLT/ COURT] Appeal made, if any (give Details)

A. COMPANY

Penalty

Punishment

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding