BRIGADE HOSPITALITY SERVICES LIMITED  

    

ANNUAL REPORT 2016‐2017 

1

N O T I C E

Notice is hereby given that the Thirteenth Annual General Meeting of Brigade Hospitality Services Limited will be held on Wednesday, 20th September, 2017 at 9.30 a.m. at the Board Room, 30th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr. Rajkumar Road, Malleswaram-Rajajinagar, Bangalore 560 055 to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Balance Sheet and Audited Profit & Loss Account

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

2. To appoint the Directors in place of Ms. Githa Shankar who retires by rotation and being

eligible, offers herself for re-appointment. 3. To ratify the appointment of Statutory Auditors and in this regard 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, the approval of the Members be and is hereby accorded for the appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (ICAI Firm Registration No.101049W/E300004) as Statutory Auditors of the Company in place of M/s B.K. Ramadhyani & Co. LLP, Chartered Accountants (Registration No.002878S/S200021) from the conclusion of this Annual General Meeting until the conclusion of the Eighteenth 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.”

Place: Bangalore By Order of the Board Date: 17th May, 2017 For Brigade Hospitality Services Limited

Sd/- P. Om Prakash 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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NOTES: 1. The Statement pursuant to Section 102 (1) of the Companies Act, 2013 with respect to the

Special Business set out in the Notice is annexed hereto. 2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY

TO ATTEND AND VOTE ON HIS / HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can act as a proxy on behalf of not more than fifty members and holding in aggregate not more than ten percent of the total share capital of the Company. Members holding more than ten percent of the total share capital of the company may appoint a single person as proxy, who shall not act as proxy for any other Member.

3. The instrument of proxy, in order to be effective, should be deposited at the Registered

Office of the Company duly completed and signed, not later than 48 hours before the commencement of the meeting. A proxy form is annexed to this Report.

4. Members / proxies should bring the duly filled Attendance Slip enclosed herewith to attend

the meeting.

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BRIGADE HOSPITALITY SERVICES LTD. CIN: U55101KA2004PLC034060

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

Thirteenth Annual General Meeting on 20th September, 2017 at 9.30 a.m.

ATTENDANCE SLIP (To be handed over at the entrance of the Meeting Hall)

CLID/ Folio No. : DPID. : No. of Shares held:

I certify that I am a Registered Shareholder/Proxy for the Registered Shareholder of the Company. I hereby record my presence at the Thirteenth Annual General Meeting of the Company being held on Wednesday, 20th September, 2017 at 9.30. a.m. at the Board Room, 30th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, Malleswaram-Rajajinagar, Bangalore - 560 055

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

Notes: A member/proxy wishing to attend the meeting must fill up this Attendance Slip and hand it over at the entrance. If you intend to appoint a proxy, please complete the proxy form below and deposit it at the Company’s Registered Office atleast 48 hours before the meeting.

------------------------------------------------------------------------------------------------------------------------ BRIGADE HOSPITALITY SERVICES LTD.

CIN: U55101KA2004PLC034060 Regd. Off. : 29th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, Malleswaram-Rajajinagar, Bangalore 560 055

Thirteenth Annual General Meeting – 20th September, 2017 at 9.30 a.m.

PROXY FORM CLID/ Folio No. : DPID. : No. of Shares held : I/ We _______________of ______________ in the district of ___________ being Member(s) of Brigade Hospitality Services Limited hereby appoint ___________ of __________ in the district of ____________ or failing him/her appoint ____________ of _______________ in the district of _________________as my/our proxy to attend and vote for me/us on my/our behalf at the Thirteenth Annual General Meeting of the Company to be held on Wednesday, 20th September, 2017 at 9.30 a.m. at the Board Room, 30th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, Malleswaram-Rajajinagar, Bangalore- 560 055 and at any adjournment thereof. ___________________________ ______________________ Name of the Member/Proxy Signature of Member / Proxy (in Block Letters )

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

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Route Map to the Thirteenth Annual General Meeting

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BOARD’S REPORT

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

The financial highlights of the Company for the year ended 31st March, 2017 is as follows:

(Rupees in lakhs) Particulars 2016-17 2015-16

Total Income 3,145.98 3,953.17 Total Expenditure 3,278.66 3,662.78 Profit before tax (132.68) 290.39Provision for : Current Tax MAT Credit Entitlement Adjustment of tax relating to earlier years Deferred Tax

80.07 (95.32) (0.73) (12.33)

36 - -

29.17 Net Profit/(Loss) after Tax (104.37) 225.22Other Comprehensive Income (2.43) (3.21) Total Comprehensive Income for the year (106.80) 222.01Balance in Profit & Loss Account brought forward from previous year

(229.93) (381.37)

Transfer from/(to) retained earnings (49.90) (73.78) Balance carried to Balance Sheet (384.20) (229.93)

FINANCIAL OVERVIEW: During the year Company achieved a turnover of Rs.3,145.98 lakhs as against Rs.3,953.17 lakhs during the previous year, a decrease by 20%. Your company has incurred loss from operations of Rs.132.68 Lakhs during the year as against profit of Rs.290.39 Lakhs for the previous year. The Total Comprehensive Loss of Rs.106.80 Lakhs against profit of Rs.222.01 Lakhs in the previous year. Your Company is continuously looking at opportunities to grow the business and will show better performance in the near future.

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SCHEME OF ARRANGEMENT: During the Year under review, the Board of Directors of the Company have in-principle approved entering into a Scheme of Arrangement with Brigade Enterprises Limited , Holding Company for some operating clubs and related assets . Through this Scheme the operations of some operating clubs and related assets will devolve up on the Company. All the assets and liabilities of the identified clubs will be taken up by the Company. The consideration will be paid to the Holding Company through issue of securities and or cash. The Scheme has to be approved by the National Company Law Tribunal. Brigade Enterprises Limited, Holding Company has already obtained the observation letters for the Scheme from the Stock Exchanges in which it is listed. The Scheme is expected to be operational by the end of the financial year 2017-18. HOLDING/ SUBSIDIARIES AND ASSOCIATES: The Company is a wholly owned subsidiary of Brigade Enterprises Limited. Celebrations Catering & Events LLP is a subsidiary of the Company as per Accounting Standards. FINANCIAL STATEMENTS OF SUBSIDIARIES AND ASSOCIATE COMPANIES: In accordance with the provisions of Section 129(3) of the Companies Act, 2013 the consolidated financial statements have been prepared by the Company which forms part of this Annual Report. A statement containing the salient features of the financial statements of subsidiary associates as required in Form AOC-1 is attached as Annexure-1 to this Report.

TRANSFER TO RESERVES: An amount of Rs.49.90 Lakhs has been transferred out of the current year’s profits to General Reserves. DIVIDEND: Directors have not recommended any dividend for the year as the Company has incurred a loss. 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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DEBENTURES: During the year under review, the Company has not issued any Debentures. As on date, the Company does not have any outstanding Debentures. BOARD OF DIRECTORS: The Board of Directors of the Company comprises of Seven Directors of which 2 are Executive Directors and 5 Non-Executive Directors in which 2 are Independent Directors. In accordance with the Articles of Association of the Company and the provisions of Section 152(6)(e) of the Companies Act, 2013, Ms. Githa Shankar (DIN: 01612882) Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself 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 6 times on the following dates:  

Dates on which Board Meetings were Held

Total Strength of the Board No of Directors Present

3rd May, 2016 7 (Seven) 6(Six) 21st July,2016 7 (Seven) 5(Five) 26th October,2016 7 (Seven) 6(Six) 15th December, 2016 7 (Seven) 5(Five) 25th January,2017 7 (Seven) 7(Seven) 7th February, 2017 7 (Seven) 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:

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Name of the Director Board meetings attended in the financial year 2016-2017

Attendance in the 12th Annual General Meeting held on 30th August, 2016

Mr. M.R Jaishankar 6(Six) Yes Ms. Githa Shankar 5(Five) Yes Ms. Nirupa Shankar 6(Six) Yes Mr. Vineet Verma 6(Six) Yes Mr. M.S. Ravindra 3(Three) Yes Mr. P. Balaram Menon 4(Four) Yes Mr. Mohan Parvatikar 4(Four) Yes

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

1. Mr. Balaram Menon - Chairman 2. Mr. M. S. Ravindra - Member 3. Mr. M. R. Jaishankar - Member 4. Mr. Mohan Parvatikar – Member

NOMINATION & REMUNERATION COMMITTEE: The Nomination & Remuneration Committee comprises of the following members as on 31st March, 2017.

1. Mr. Balaram Menon - Chairman 2. Mr. M. S. Ravindra - Member 3. Mr. Mohan Parvatikar - Member

POLICY ON 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-2.

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DIRECTORS’ RESPONSIBILITY STATEMENT: The Board of Directors hereby confirms that: a) in the preparation of the annual financial statements for the year ended 31st March, 2017,

the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual financial statements have been prepared on a going concern basis; e) there are proper systems to ensure compliance with the provisions of all applicable laws were

in place and were adequate and operating effectively. KEY MANAGERIAL PERSONNEL: Mr. Vineet Verma, Executive Director, Mr. Ananda Natarajan, Chief Financial Officer and Mr. P. Om Prakash, Company Secretary are Key Managerial Personnel in accordance with the provisions of Section 203 of the Companies Act, 2013. There is no change in the Key Managerial Personnel during the year. PARTICULARS OF EMPLOYEES: The details of the employees drawing remuneration in excess of the limits prescribed in Section 134 read with the Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Companies Act, 2013, is appended as Annexure-3. STATUTORY AUDITORS: The members of the Company at the Tenth Annual General Meeting held on 4th August, 2014 approved the appointment of M/s. B. K. Ramadhyani & Co, Chartered Accountants (Registration No. 002878S), Statutory Auditors of the Company for a period of 5 years till the conclusion of

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Fifteenth Annual General Meeting, which is subject to annual ratification by the members of the Company in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. M/s. B. K. Ramadhyani & Co, Chartered Accountants who have been Statutory Auditors for the maximum period allowed under the Companies Act, 2013 and hence have indicated that they will not be in a position to continue as Statutory Auditors when their present term gets over at the ensuing Annual General Meeting of the Company. The Board of Directors have subject to the approval of the members in the ensuing Annual General Meeting approved the appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (ICAI Firm Registration No.101049W/E300004) as Statutory Auditors from the conclusion of the Thirteenth Annual General Meeting for a period of five years. The resolution relating to appointment of statutory auditors appointment is part of the notice of the Thirteenth Annual General Meeting for member’s approval. The Board wishes to place on record the contribution made by M/s. B. K. Ramadhyani & Co, Chartered Accountants (Registration No. 002878S) during their tenure as Statutory Auditors of the Company. There are no qualifications or adverse remarks in the Statutory Auditors’ Report for the financial statements for the year ended 31st March, 2017 which require any explanation from the Board of Directors. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: The related party transactions entered during the financial year 2016-17 as detailed in the notes to accounts of the financial Statements which were carried at arms length basis and in the normal course of business. EXTRACT OF ANNUAL RETURN: In terms of Section 92 (3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the financial year 2016-17 in Form No. MGT-9 is appended as Annexure-4 to this Report.

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MATERIAL CHANGES AND COMMITMENTS: There were no material changes and commitments for the period under review, which affects the financial position of the company. SIGNIFICANT OR MATERIAL ORDERS: During the financial year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in the future. INTERNAL FINANCIAL CONTROL SYSTEM:

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

During the year under review, these controls were evaluated and no significant weakness was identified either in the design or operation of the controls. 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 Deloitte Haskins & Sells, LLP, 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, 2017. However the Company and the Group have been engaged in Corporate Social Responsibility activities in and around the area of its operations. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: A. CONSERVATION OF ENERGY:

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The Company is engaged in service sector, has limited scope for energy conservation. Emphasis is being laid on employing techniques which result in conservation of energy. At work place, emphasis is more on installation of energy efficient lights and using natural light to a maximum extent. B. TECHNOLOGY ABSORPTION: NIL C. FOREIGN EXCHANGE EARNINGS AND OUTGO: During the year under review, the Company has neither earned nor used any foreign exchange. 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 224 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 marches ahead with its growth plans.

By order of the Board

For Brigade Hospitality Services Limited

Sd/- Sd/- Vineet Verma Nirupa Shankar

Place: Bangalore Executive Director Director Date : 17th May, 2017 DIN: 06362115 DIN: 02750342

9

Annexure-1 Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies

(Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/associate

companies/joint ventures

Part “A”: Subsidiaries (Amount in Rs Lakhs)

Particulars Celebration Catering and Events, LLP

Reporting period 2016-17 Reporting currency INR Share capital 30 Other Equity 107 Total Assets 331 Total Liabilities 331 Investments -- Turnover 1,244 Profit/Loss before Taxation 164

Provision for Taxation 82 Profit/Loss after Taxation 82

Other Comprehensive Income --

Total Comprehensive Income 82

Proposed Dividend -- % of Shareholding 95%

Notes: 1. Name of subsidiary which is yet to commence the operations: NA 2. Names of subsidiaries which have been liquidated or sold during the year: NA

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Annexure-2

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.

Brigade Hospitality Services 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 organizational 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 Brigade

Hospitality Services 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.

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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.

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

3) POLICY SCOPE

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

4) REMUNERATION TO EXECUTIVE DIRECTORS, KEY MANAGERIAL PERSONNEL &

SENIOR MANAGEMENT PERSONNEL

The Nomination & 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 & Remuneration Committee will recommend the remuneration payable to Key Managerial Personnel based on which the Board of Directors will fix the remuneration. In case of any Key Managerial Personnel on the Board then the remuneration fixed should be within the limits approved by the shareholders.

The remuneration structure for Executive Directors, Key Managerial Personnel and Senior Management Personnel shall consist of the following components: Basic Pay

Perquisites and Allowances Employee Stock Options (ESOP only for Key Managerial Personnel & Senior Management Personnel who are not on the Board) Variable Pay (Applicable only for Key Managerial Personnel & Senior Management Personnel who are not on the Board)

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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 & 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.

5) REMUNERATION TO NON-EXECUTIVE DIRECTORS

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

6) REMUNERATION PAYABLE TO OTHER EMPLOYEES

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

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ANNEXURE 3:

INFORMATION AS PER SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (PARTICULARS OF EMPLOYEES) AMENDMENT RULES, 2011 AND FORMING PART OF THE BOARD'S REPORT

FOR THE YEAR ENDED 31ST MARCH 2017 S. No.

Name of the

Employee

Designation Qualification Age (Years)

Joining Date

Experience (Years)

Gross Remuneration (Rs.in

lacs) Annual

Last Employme

nt

Last Designation

1 Vineet Verma

Executive Director

B. Sc. 58 31.07.06 37.8 127.37 Bengal Ambuja, Kolkata

Chief Executive Officer

1

2

3

4

5

67

11

Name and Address of the company Applicable Section

2(46)

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

10,000 10,000 0.10% 10,000 10,000 0.10% 0.00%

- - 0.00% - - 0.00% 0.00%

- - 0.00% - - 0.00% 0.00%

99,90,000 99,90,000 99.90% 99,90,000 99,90,000 99.90% 0.00%

- - 0.00% - - 0.00% 0.00%

- - 0.00%

- - 0.00% 0.00%

100,00,000 100,00,000 100.00% 100,00,000 100,00,000 100.00% 0.00%

- - 0.00% - - 0.00% 0.00%

- - 0.00% - - 0.00% 0.00%

- - 0.00% - - 0.00% 0.00%

- - 0.00% - - 0.00% 0.00%

Registration Date

Name of the Company

ANNEXURE-4

III.     PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

39.2%

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

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

Whether listed company

Category/Sub-category of the Company

Address of the Registered office & contact details

Name, Address & contact details of the Registrar & Transfer Agent, if

Indian Non Government Company

II.  PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

I.  REGISTRATION & OTHER DETAILS:

Company Limited by Shares

CIN

29th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr. Rajkumar Road, Malleswaram-Rajajinagar, Bangalore - 560 055 Tel: +91 8041379200Email: omprakash@brigadegroup.com

NoNA

U55101KA2004PLC034060

1st June, 2004

Brigade Hospitality Services Limited

As on financial year ended on 31.03.2017EXTRACT OF ANNUAL RETURN

FORM NO. MGT 9

(Equity share capital breakup as percentage of total equity)(i) Category-wise Share Holding

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

Category of Shareholders

No. of Shares held at the beginning of the year

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

Restaurants and mobile food services activities 561

IV. SHAREHOLDING PATTERN

e) Banks / FI

d) Bodies Corp.

c) State Govt(s)

b) Central Govt

a) Individual/ HUF

(1) Indian

A. Promoters

Holding CompanyL85110KA1995PLC019126

Holding /Subsidiary/AssociateBrigade Enterprises Limited

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

560 055

CIN/GLN

99.90%

% of Shares held

Accommodation activities 551 29.28%

a) NRI Individuals

(2) Foreign

Sub Total (A) (1)

f) Any other

d) Any other

c) Bodies Corp.

b) Other Individuals

- - - 0.00% - - - 0.00% 0.00%

- 100,00,000 100,00,000 100.00% - 100,00,000 100,00,000 100.00% 0.00%

- 0.00% - 0.00% 0.00%

0.00% 0.00% 0.00%

- 0.00% - 0.00% 0.00%

- 0.00% - 0.00% 0.00%

- 0.00% - 0.00% 0.00%

0.00% 0.00% 0.00%

- 0.00% - 0.00% 0.00%

- - - 0.00% - - - 0.00% 0.00%

‐ ‐ 0.00% ‐ ‐ 0.00%

0.00% 0.00% 0.00%

- 0.00% - 0.00% 0.00%

0.00%

0.00% 0.00% 0.00%

- 0.00% - 0.00% 0.00%

0.00% 0.00% 0.00%

0.00% - - - 0.00% -

0.00% - - - 0.00% -

0.00% - 0.00% 0.00%

- 0.00% - 0.00% 0.00%

- - - 0.00% - - - 0.00% 0.00%

- - - 0.00% - - - 0.00% 0.00%

- 100,00,000 100,00,000 100.00% - 100,00,000 100,00,000 100.00% 0.00%

- 0.00% - 0.00% 0.00%

-

0.00%

0.00% 0.00%

0.00%C. Shares held by Custodian for GDRs & ADRs

0.00%

0.00% 0.00% 0.00%

0.00%

b) Individuals

g) FIIs

i) Others (specify)

Sub-total (B)(1):-

2. Non-Institutions

i) Indian

ii) Overseas

Foreign Nationals

Clearing Members

Trusts

Foreign Bodies - D R

Sub-total (B)(2):-

Total Public (B)

Grand Total (A+B+C)

- 0.00%

Non Resident Indians

c) Others (specify)

a) Bodies Corp.

f) Insurance Companies

c) Central Govt

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

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

- 0.00%

0.00%

Directors

b) Banks / FI

Overseas CorporateBodies

0.00%

0.00% 0.00%

-

a) Mutual Funds

1. Institutions

B. Public Shareholding

Employees

HUF

d) State Govt(s)

e) Venture Capital Funds

h) Foreign Venture Capital Funds

-

TOTAL (A)

Sub Total (A) (2)

(ii) Shareholding of Promoters

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 99,89,600 99.90% - 99,89,600 99.90% - 0.00%2 5000 0.05% - 5000 0.05% - 0.00%3 5000 0.05% - 5000 0.05% - 0.00%

4100 0.00% - 100 0.00% - 0.00%

5 100 0.00% - 100 0.00% - 0.00%

6 100 0.00% - 100 0.00% - 0.00%

7100 0.00% - 100 0.00% - 0.00%

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

01.04.2016 100.00%

No Change 0.00%

31.03.2017 100.00% 100.00%

(iv) Shareholding Pattern of top ten Shareholders : NIL

(v) Shareholding of Directors and Key Managerial Personnel

1

01.04.2016 0.05%

No Change

31.03.2017 0.05% 0.05%

2

01.04.2016 0.05% 0.00%

No Change 0.00%

31.03.2017 0.05% 0.05%

- -

Brigade Enterprises Ltd. Mr. M.R. Jaishankar

Ms. Githa Shankar

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

Brigade Enterprises Ltd. jointly with Mr. M. R. Jaishankar Brigade Enterprises Ltd. jointly with Ms. Githa Shankar

- - - -

At the end of the year 100,00,000 100,00,000

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

Changes during the year

At the end of the year 5,000 5,000

At the beginning of the year

Ms. Githa Shankar

Mr. M.R. Jaishankar

Shareholding at the end of the year % change in shareholding during the

year

(Amt. Rs./Lacs)

- - - -

Indebtedness at the beginning of the financial year

i) Principal Amount

ii) Interest due but not paidiii) Interest accrued but not due

Secured Loans excluding deposits Unsecured Loans Deposits Total IndebtednessParticulars

- -

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

At the beginning of the year

At the end of the year

100,00,000

Total (i+ii+iii)

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

Changes during the year

5,000

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

5,000 5,000

Changes during the year

5,000

Brigade Enterprises Ltd. jointly with Ms. Nirupa Shankar

Brigade Enterprises Ltd. jointly with Mr.Vineet Verma

At the beginning of the year

- - -

- -

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole-time Directors and/or Manager:

SN. Total Amount(Rs/Lac)

-

-

2 -

3 - - - -

5 - 107.09

B. Remuneration to other Directors: NIL

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTDSN. Total Amount

(Rs/Lac)

Gross salary

-

2 Stock Option -

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

5 Others, please specify - Total 22.78

- -

-

iii) Interest accrued but not due

- -

* Addition

* Reduction

Net Change

i) Principal Amount

107.09

-

ii) Interest due but not paid

Total (i+ii+iii)

Indebtedness at the end of the financial year

- - - -

- - -

-

- -

- -

-

-

22.78

- -

4 - -- -

--

--

22.78

- - -

-

22.78

-

NameDesignation

Ananda NatarajanCFO

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

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

- -- -

- --

- as % of profit

-

Particulars of Remuneration Name of Key Managerial Personnel

107.09 Others, please specify

Total (A)Ceiling as per the Act

- others, specify

Name of MD/WTD/ ManagerVineet Verma

Whole -Time Director

Particulars of RemunerationName

Designation

Gross salary

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

Stock OptionSweat Equity

Commission

-

-

- - -

-

Change in Indebtedness during the financial year

- -

-

- - - -

107.09

-

4

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

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 19611

-

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL

PenaltyPunishmentCompounding

PenaltyPunishmentCompounding

PenaltyPunishmentCompounding

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)

C. OTHER OFFICERS IN DEFAULT

NilA. COMPANY

B. DIRECTORS