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Brahmaputra Infrastructure LimitedContributing towards Nation Building

Brahmaputra Infrastructure LimitedCORPORATE INFORMATION

BOARD OF DIRECTORSSanjeev Kumar Prithani - Joint Managing Director Sanjay Kumar Mozika - Joint Managing Director Kuladhar Saharia - Independent Director Khushboo Jhuria - Independent Director

KEY MANAGEMENT PERSONNELManoj Kumar Prithani - Chief Executive OfficerPankaj Goyal - Vice President (Finance & Accounts)Vivek Malhotra - Company Secretary & Compliance Officer

CONSORTIUM OF BANKERSIndian Oveseas Bank, Leader Allahabad Bank, Member Axis Bank Limited, Member Corporation Bank, Member HDFC Bank Limited. Member ICICI Bank Limited. Member Punjab National Bank, Member State Bank of India, Member Union Bank of India, Member

REGISTRAR AND SHARE TRANSFER AGENTLink Intime India Private Limited44, Community Centre, 2nd Floor,Naraina Industrial Area, Phase-ll,Near PVR Cinema, New Delhi-110 028 P: +91-11-4141 0592/93/94 E: [email protected]

AUDITORSA. B. Bansal and CompanyChartered Accountants 216-220, Durga Chambers 1335, D. B. Gupta Road,Karol Bagh, New Delhi-110 005 P:+91-11-28755325 F:+91-11-28752325 E: [email protected]

BRAHMAPUTRA INFRASTRUCTURE LIMITED REGISTERED OFFICEBRAHMAPUTRA HOUSEA-7, Mahipalpur (NH 8 Mahipalpur Crossing),New Delhi 110 037Phone: +91-11-4229 0200 (50 Lines)Fax: +91-11-4168 7880Email: [email protected]: www.brahmaputragroup.com

COST AUDITORAmit Singhal & Associates Cost Accountants MB-1,1D First Floor,Opposite PNB,Madhuban Road,Shakarpur Extension,Delhi, INDIA, 11009P:+91-9555357720E: [email protected]

19th ANNUAL GENERAL MEETINGDay: Thursday

Date : 30th November, 2017 Time: 10.00 A.M.

Venue : Gokul Garden, Banquet Hall,WZ- 306-T, Data Ram Marg, Palam, Sector-7,

Dwarka, New Delhi-110075

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mailto:[email protected]



http://www.brahmaputragroup.com


Brahmaputra Infrastructure LimitedCONTENTS

Notice ..................................................................................................................................................................1-6

Directors' Report................................................................................................................................................. 7-33

Management Discussion and Analysis............................................................................................................... 34-46

Corporate Governance Report......................................................................................................................... 47-57

Secretarial Audit Report..................................................................................................................................... 58-60

Nomination and Remuneration Policy............................................................................................................... 61-64

Auditors' Report................................................................................................................................................. 65-71

Balance Sheet........................................................................................................................................................72

Statement of Profit & Loss....................................................................................................................................... 73

Cash Flow Statement............................................................................................................................................. 74

Note forming part of theAccounts....................................................................................................................... 75-94

Auditors' Report on Consolidated Financial Statements.....................................................................................95-99

Consolidated Balance Sheet................................................................................................................................. 100

Consolidated Statement of Profit & Loss............................................................................................................... 101

Consolidated Cash Flow Statement..................................................................................................................... 102

Notes to the Consolidated Financial Statements...........................................................................................103-119

ProxyForm................................................................................................................................................... 120-121

Map Venue

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BRAHMAPUTRA INFRASTRUCTURE LIMITEDCIN: L55204DL1998PLC095933

Regd. Office: Brahmaputra House, A - 7, Mahipalpur, New Delhi -110037 Website: www.brahmaputragroup.com, Email: [email protected]

Tel. No.: +91 11 42290200; Fax No.: +91 11 41687880

NOTICENotice is hereby given that the Nineteenth (19th) Annual General Meeting of the Members of the Company will be held on, Thursday 30th November, 2017 at 10.00 A.M. at Gokul Garden, Banquet Hall, WZ- 306-T, Data Ram Marg, Palam, Sector 7 Dwarka, New Delhi-110075 to transact the following businesses:Ordinary Business1. To receive, consider and adopt the Audited Balance Sheet as at31st March 2017and Statement of Profit and Loss

Account for the year ended on that date, togetherwith the Reports of theAuditors and Directors' thereon.2. To Re-appoint as a Director to Sh. Sanjeev Kumar Prithani, (DIN 00003647), who is liable to be retire by rotation

and being eligible, offer himself for re-appointment.Appointment of Auditors:

3. To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution:“RESOLVED THAT pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act, 2013 ('the Act') read with Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or reenactment thereof, for the time being in force) and on the recommendation of the Audit Committee and the Board of Directors, M/s Naveen Atmaram Garg & Co, Chartered Accountants (Firm Registration No. 324383E), be and are hereby appointed as Statutory Auditors of the Company, in place of the retiring auditors M/s A. B. Bansal & Co, Chartered Accountants (Firm Registration No. 010538N), to hold office from the conclusion of this Annual General Meeting ('AGM') till the conclusion of the Twenty Fourth (24th) AGM to be held in the year 2022, subject to ratification of appointment by the shareholders at every AGM held after this AGM, at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors.RESOLVED FURTHER THAT the Board of Directors (including any Committee thereof) be and is hereby authorized to take all such steps as may be necessary, proper and expedient to give effect to this Resolution.”

Special Business4. Toratifythe remuneration ofCostAuditorsforthefinancialyearending31 March 2018and in this regard, passthe

following resolution as ordinary resolution:“RESOLVED THAT Pursuant to the provisions of section 148 and other applicable provisions, if any of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules , 2014 (Including any statutory Modification (s) thereof, for the time being in force), M/s Amit Singhal & Associates, Cost Accountants (FRN 101073) appointed as Cost Auditors of the Company as approved by Board of Directors and set out in the statement annexed to the Notice convening this meeting to conduct the Cost Audit of the Company's “ Roads and Other Infrastructure Projects “ for the financial year 2017-18, be paid audit fee of Rs. 60,000 plus GST as applicable and re-imbursement of actual travel and out of Pocket expenses that may be incurred.”RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all the acts and take all such steps as may be necessary, Proper expedient to give effect to this resolution”

By the order of Board of Directors of the Company For Brahmaputra Infrastructure Limited

Date: 04.11.2017 Place: New Delhi

VivekMalhotraCompany Secretary & Compliance Officer

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Brahmaputra Infrastructure LimitedNotes Forming a Part of the Notice:1. The relevant Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of the Special

business set out to the Notice is annexed herewith.2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT

PROXY/PROXIES TO ATTEND AND VOTE IN THE MEETING INSTEAD OF HIMSELF / HERSELF, AND THE PROXY/PROXIES NEED NOT BE A MEMBER OF THE COMPANY.THE INSTRUMENT APPOINTING THE PROXY, IN ORDER TO BE EFFECTIVE, MUST BE DEPOSITED AT THE COMPANY'S REGISTERED OFFICE DULY COMPLETED AND SIGNED, NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

3. A proxy form in MGT 11 fortheAGM isenclosed herewith. Aperson can actasa proxy on behalfof members not exceeding 50 members and holding in the aggregate not more than 10% of the total paid up share capital of the Company carrying voting rights. Provided that a member holding more than 10% of the total paid up share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other shareholder.

4. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged at any time during the business hours of the Company, provided that not less than three days of notice in writing is given to the Company.

5. Corporate Members: Corporate Members intending to send their authorized representatives are requested to send a duly certified copy of the Board Resolution authorizing the representatives to attend and vote at the Annual General Meeting.

6. Members/Proxies attending the meeting are requested to bring their copy of Annual Report to the Meeting.7. Members / proxy-holders are requested to produce at the entrance, the attached Attendance Slip duly filled in, for

admission to the meeting hall. Members who hold shares in dematerialized form are requested to bring their Client ID and DP ID for identification.

8. Queries at the AGM: Queries proposed to be raised at the Annual General Meeting may be sent to the Company at its registered office at least seven days prior to the date of AGM to enable the management to compile the relevant information to reply the same in the meeting.

9. Book Closure: The Register of Members and Share Transfer Books of the Company will remain closed from, 24th November 2017 to 30th November2017 for the purpose of the AGM.

10. Members holding shares in physical form are requested to dematerialize their shares. For effecting changes in address/bank details/ECS mandate, nomination etc., shareholders are requested to contact the RTA in case of shares held in physical form /their respective Depository Participant in case of shares held in dematerialized form.

11. All the documents, transfers, dematerialization requests and other communications in relation thereto should be addressed direct to the Company's Registrar and Transfer Agent, M/s Link Intime India Private Limited at the address mentioned below:M/s Link Intime India Private Limited 44, Community Centre, 2nd Floor Naraina Industrial Area, Phase I Near PVR Cinema, New Delhi 110028 Phone: 011 -41410532 / 93 / 94 Fax No.: 011-41410591

12. Members wishing to claim dividends, which remain unclaimed, are requested to correspond with Sh. Vivek Malhotra, Company Secretary and Compliance Officer, at the Company's registered office. Members are requested to note that dividends not claimed within seven years from the date of transfer to the Company's Unpaid Dividend Account, will, as per Section 124 of the CompaniesAct2013, (Section 205Aof the erstwhile Companies Act, 1956), be transferred to the Investor Education and Protection Fund.

Dividend Due date for transfer to the said fund

Final Dividend for F.Y. 2010-11 Declaration Date: 30.09.2011

31.10.2018

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Brahmaputra Infrastructure Limited13. The Securities and Exchange Board of India (SEBI) has mandated the submission of the Permanent Account

Number (PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participant(s). Members holding shares in physical form shall submit their PAN details to the Company / RTA.

14. All the businesses mentioned in the notice may also be transacted through electronic voting system. The process fore-voting has been annexed in the Notice.

15. As per the provisions of Section 72 of the Companies Act, 2013, nomination facility is available to the members, in respect of equity shares held by them. Nomination forms can be obtained from the RTA.

16. No compliment or gift of any nature will be distributed at the Meeting.17. To support the 'Green Initiative', the members who have not registered their e-mail addresses are requested to

register the same with M/s. Link I ntime India Private Limited (RTA) / Depositories.18. Pursuant to Clause 47(f) of the Listing Agreement entered into with the Stock Exchanges, the stakeholders are

requested to kindly correspond to [email protected] for quick redressal of their grievances.19. Voting through Electronic means:

In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules 2014, the Company is pleased to provide members facility to exercise their right to vote at the 19th Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Services Limited (CDSL).The Company is pleased to offer e-voting facility for its Members to enable them to cast their votes electronically and the business may be transacted through electronic voting system.The instructions for shareholders voting electronically are as under:(i) The voting period begins on Monday, 27.11.2017 at 10.00 A.M and ends on Wednesday, 29.11.2017 at 5 P.M.

During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 23.11.2017, may cast their vote electronically. The e-voting module shall be disabled by CDSLforvoting thereafter.

(ii) The shareholders should log on to the e-voting website www.evotingindia.com.(iii) Click on Shareholders.(iv) NowEnteryourUserlD

a. For CDSL: 16 digits beneficiary ID,b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier

voting of any company, then your existing password is to be used.(vii) If you are a first time userfollowthe stepsgiven below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)Members who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number which is printed on Postal Ballot /Attendance Slip indicated in the PAN field.

DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account orfolio in dd/mm/yyyy format.

Dividend Bank Details Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account orfolio.Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

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Brahmaputra Infrastructure Limited(viii) After entering these details appropriately, clickon “SUBMIT” tab.(ix) Members holding shares in physical form will then directly reach the Company selection screen. However,

members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xi) Clickon the EVSN for the relevant Brahmaputra Infrastructure Limited on which you choose to vote.(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for

voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Clickon the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be

displayed. If you wish to confirm your vote, click on “OK", else to change your vote, click on “CANCEL” and accordingly modify yourvote.

(xv) Once you “CONFIRM” yourvote on the resolution, you will not be allowed to modify your vote.(xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.(xvii) If Demat account holder has forgotten the same password then Enter the User ID and the image verification

code and click on Forgot Password & enter the details as prompted by the system.(xviii) Note for Non Individual Shareholders and Custodians:Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected] receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizerto verify the same.Any person, who acquires shares of the Company and become Member of the Company after dispatch of the Notice and holding shares as on the cut-off date i.e. 23.11.2017 may follow the same instructions as mentioned above for e- Voting.In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected] Instructions:-a. The e-voting period commences on Monday 27th November 2017 (10.00 a.m. 1ST) and ends on Wednesday

29th November, 2017(5.00 p.m. 1ST). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date is 23rd November, 2017 may cast their vote electronically. The e-voting modules shall be disables by CDSL for voting thereafter. Once, the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.

b. Since the Company is required to provide members the facility to cast their vote by electronic means, the shareholders holding shares either in physical form or in dematerialized form as on the cut-off-date is 23rd November, 2017and not casting their vote electronically, may only cast theirvote at the Annual General Meeting.

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Brahmaputra Infrastructure Limitedc. Sh. Nitesh Kumar Sinha, of M/s NKS & Company, Company Secretaries, 8A, UG, CS, Ansal Corporate Suites,

Ansai Plaza, Sector 1, Vaishaii, NCR 201010, has been appointed as the Scrutinizerto scrutinize the e voting process in fair and transparent manner.

d. The Scrutinizer shall within a period not exceeding two (2) working days from the conclusion of the e-voting period unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make a Scrutinizer's Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.

e. The voting rights of the shareholders shall be in proportion to their shares of paid up equity share capital of the Company as on the cutoff date i.e. 23rd November 2017.

f. The Results declared along with the Scrutinizer's Report shall be placed on the Company's website www.brahmaputragroup.com and on the website of CDSL within two (2) days of passing of the resolutions at the 19th AGM of the Company on 30th November, 2017.In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.co.in under help section or write an email to [email protected].

20. Inspection of Documents: Documents referred to in the Notice etc., are open for inspection at the registered office of the Company at all working days between 11 A.M. and 2 P.M. up to the date of Annual General Meeting.

21. The Annual Accounts of the company and its subsidiaries shall be available for inspection during business hours at the registered office of the Company and the same are also available at the website of the company.

22. The information required to be provided under the Listing Agreement regarding the Directors proposed to be appointed/reappointed is given in the Corporate Governance Report.

23. Explanatory statement pursuant to section 102 of the Companies Act, 2013 annexed to the notice:The following Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013 set out all material facts relating to the Business mentioned in tem no. 3 & 4 of the accompanying notice dated 04.11.2017Item no. 03This explanatory statement is provided though strictly not required as per Section 102 of the Act.M/sA.B. BANSAL& CO., Chartered Accountants, (Firm Registration No. 010538N) who were appointed as the Statutory Auditors of the Company at an Annual General Meeting of the Company have completed a term often years.As per the provisions of Section 139 of the Act, no listed Company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. Section 139 of the Act has also provided a period of three years from the date of commencement of the Act to comply with this requirement. In view of the above, the term of M/s A.B. Bansal & Co. as auditors of the Company is up to the conclusion of the forthcoming Annual General Meeting ('AGM') of the Company as per the provisions of Section 139 of the Act.The Board of Directors has, on the recommendation of the Audit Committee at its meeting held on 10th June 2017, proposed the appointment of M/s Naveen Atmaram Garg & Co, Chartered Accountants (Firm Registration No. 324383E),as the Statutory Auditors of the Company for a period of 5 years, to hold office from the conclusion of this AGM till the conclusion of the Twenty fourth (24th) AGM of the Company to be held in 2022, subject to ratification of their appointment at every AGM.M/s Naveen Atmaram Garg & Co, Chartered Accountants (Firm Registration No. 324383E), have consented to their appointment as Statutory Auditors and have confirmed that, if appointed, their appointment will be in accordance with Section 139 read with section 141 of the Act.Item No.04The members of the Board of Directors on the recommendation of Audit Committee, have approved the appointment and remuneration of the cost Auditors to conduct the audit of the Cost records, for the financial year ended 31, March 2018.



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Brahmaputra Infrastructure Limited

In accordance with the provisions of section 148(3) of the Act read with the companies (Audit and Auditors) Rules, 2014, the remuneration payable to the cost Auditors as recommended by the Audit Committee and approved by the Board of Directors, has to be ratified by the members of the companyAccordingly, ratification by the members is sought for the remuneration payable to the cost Auditors for the financial year ending March 31,2018 by passing an Ordinary Resolution as set out at item no. 04 of the Notice.None of the Directors/ Key Managerial Personnel of the company/ their relatives is, in any way, concerned or interested, financially or otherwise, in the resolution set out at item no.04 of the Notice except to the extent of their shareholding if any.The Board Commends the Ordinary Resolution set out at Item No.04 of the Notice for the Approval by the Members.

By the order of Board of Directors of the Company For Brahmaputra Infrastructure Limited


VivekMalhotraCompany Secretary & Compliance Officer


DIRECTORS REPORTDear Members,Your Directors have the pleasure in presenting the 19th Annual Report together with the Audited Accounts of the Company for the financial year ended on 31 st March, 2017.FINANCIAL HIGHLIGHTSThe financial highlights of the Company's operation for the year ended 31 st March 2017 are as under: Rs t l ^ s


PARTICULARSStandalone Consolidated

31.03.2017 31.03.2016 31.03.2017 31.03.2016

Revenue from operations 21,286.94 22,289.31 21,423.85 22,392.89

Other Income 234.46 81.41 276.89 174.39

Total Income 21,521.40 22,370.72 21,700.74 22,567.28

Financial Costs 3,785.32 4063.05 3,791.68 4,082.37

Depreciation 1,223.17 1400.32 1259.71 1455.92

Profit/(Loss) before Tax 106.40 37.29 87.78 18.36

Tax Expense / (Credit) 36.39 (16.44) 36.40 (32.78)

Profit After Tax 70.01 53.73 51.38 51.14

Paid Up Share Capital 4289.84 4289.84 4289.84 4289.84

Reserves & Surplus 9720.20 9684.30 9347.71 9330.44

1. PERFORMANCEDuring the year under review, the total income of the Company amounted to Rs. 21,521.40 lakhs as against Rs. 22,370.72 lakhs during the previous year. There is a decline in the turnover 3.79 % as compared to Previous year. But company has generated a profit after tax of Rs. 70.01 Lacs during the financial year 2016-17 as against the last year Profit after tax of Rs. 53.73 lacs. Your Director are putting in their best efforts to improve the performance of the company

2. BUSINESS PROSPECTSBIL has identified roads & highways, tunnels, airports, hydropower, mining, bridges, real estate and other heavy civil construction works as a potential growth segment. In the near future the Company is desirous of gradually improving its penetration and resources to these sectors. Such diversification in different sectors enables us to reduce dependence on any one sector or nature of the project. To enhance its in-house expertise, so as to be at par with the other eminent players in the construction industry and to broaden its operational base in specialized construction field, BIL is entering into joint venture/s with the companies/entities having requisite experience. Keeping in view the performance and future prospects, the Company will continue to increase its overall presence in the industry with increased market share. Your Company is poised for sustained growth and the outlook is bright.

3. DIVIDENDKeeping in view the current financial position of the company, economic scenario, in financial year 2016-17 and the future fund requirements of the Company, your directors do not recommended any dividend for the financial year ended 31st March 2017.

4. DIRECTORS AND KEY MANAGERIAL PERSONNAL:Sh. N.N. Batabyal, resigned as an independent director of the company with effect from 06-02-2017.

5. PUBLIC DEPOSITSYour Company has not accepted any deposits from the public within the meaning of Section 73 to 76 of the Companies Act, 2013 and the rule made there under, during the year.

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Brahmaputra Infrastructure Limited6. NUMBER OF BOARD MEETINGS OF THE BOARD

Five Board meetings of the Board were held during the year. For details of the meeting of the Board, please refer to the corporate Governance report, which forms part of this report.

7. BOARD EVALUATIONThe board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under Regulation 27 (2), of LODR, 2015.The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

8. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACYThe details in respect of internal financial control and their adequacy are included in the Management Discussion &Analysis, which forms part of this report.

9. AUDIT COMMITTEEThe details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

10. CONSOLIDATED FINANCIAL STATEMENTS AND RESULTSYour company has prepared consolidated financial statements in accordance with the applicable Accounting Standards. The consolidated financial statements reflect the results of the company and that of its subsidiaries. As per Listing Agreement with stock exchanges, the Audited consolidated financial statements together with the Auditor's Report thereon are annexed and form part of this Annual report.As required under the provisions of section 129 (3) of the Companies Act, 2013 the statement containing the salient features of the financial statements of the company's subsidiaries, associate companies and joint ventures are prepared in form AOC -1, which is annexed as Annexure A herewith forms a part of this report.

11. TRANSACTIONS WITH RELATED PARTIESNone of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts) Rules, 2014 are given in Annexure B in Form AOC-2 and the same forms part of this report.

12. EXTRACT OF ANNUAL RETURNAs provided under Section 92(3) of the Act, the extract of annual return is given in Annexure C in the prescribed Form MGT-9, which forms part of this report.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORTOperational performance of each business segment has been comprehensively covered in the Management Discussion and annexed as Annexure D herewith and forms part of this Report.

14. CORPORATE GOVERNANCEAs per the requirement of Regulation 27 (2), of LODR , 2015 of the Listing Agreement a separate Report on Corporate Governance along with the Auditor's Certificate regarding compliance of conditions of Corporate Governance is given in Annexure-E which forms part of this Report.


Brahmaputra Infrastructure Limited15. AUDITORS

The Current Auditors of the Company, M/s A.B. Bansal & Co, Chartered Accountants (Firm Registration No. 010538N) have completed theirterm at the ensuing AGM of the Company, as perthe provisions of the Companies Act, 2013.The company has approached M/s Naveen Atmaram Garg & Co, Chartered Accountants (Firm Registration No. 324383E) who have consented for the appointment as statutory auditors of the Company from the ensuing Annual General Meeting till the conclusion of the Twenty Fourth (24th) AGM to be held in the year 2022, subject to ratification at every Annual General Meeting.The said firm being eligible, the Board recommends for their appointment.

16. AUDITORS REPORTThe Auditors Report to the members on the accounts of the company for the financial year March 31,2017 does not contain any qualification. The Auditors report and notes to the financial statement are self explanatory and do not call for any further comments.The auditors' report does not contain any qualifications, reservations or adverse remarks.

17. SECRETARIAL AUDIT REPORTPursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of managerial personnel) Rules 2014, Practicing Company secretary M/S. NKS & COMPANY has conducted secretarial Audit of the company for the financial year 2016-17. The secretarial Audit Report for the financial year 2016-17 is annexed hereto and forms a part of this report. Secretarial Audit Report is self explanatory and does not call for any further comments.

18. COST AUDITORSPursuant to order from the Ministry of corporate Affairs, Sh.Amit Singhal &Associates, Cost accountants have been appointed as cost Auditors for the Year 2016-17. They are required to submit the report to the central Government within 180 days from the end of the accounting year.

19. REMUNERATION POLICY&EVALAUTION CRITERIAAs per the listing Agreement LODR, 2015 and section 134 (3) a policy on director's appointment and remuneration including criteria for determining qualifications, positive attributes , Independence of a director and other matters provided under Sub section (3) of section 178 is given in corporate governance report.

20. VIGIL MECHANISMAs per of the listing agreement LODR,2015and section 177 (9), the company has established a vigil mechanism for its directors and employees to report their genuine concerns/ grievances. The Mechanism also provides for adequate safeguards against victimization of persons who use such mechanism and makes provisions for direct access to the Audit Committee chairman.

21. SUBSIDIARIESAt present, your Company has two subsidiaries, namely:(i) Brahamputra Concrete (Bengal) Private Limited(ii) Brahmaputra Concrete Private Limited

22. Associate CompaniesAt present, your company has no associate Company as per Section 129 of the Company Act, 2013. But Company has three Joint Ventures on which Consolidation of Accounts as per Section 129 of Companies Act, 2013 is applicable:(i) DRA BLA-BCL(JV)(ii) BILBLAGSCO (JV)(iii) GPLBCL(JV)

23. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTSThe particulars of loans, guarantees and investments have been disclosed in the financial statements.

24. DISCLOSURE REQUIREMENTAs per Regulation 27(2), of LODR 2015 of the listing agreements entered into with the stock exchanges, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, which form part of this report.

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7 Q

Brahmaputra Infrastructure Limited25. PARTICULAR OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:A. The ratio of the remuneration of each directorto the median remuneration of the employee of the Company for

the financial year: (in Thousands)

Executive DirectorsRatio to Median Remuneration

(Per Month Basis)Sh.Rajesh Singh 99.65 : 28.81

Non- Executive directors (Sitting Fees) Ratio to median Remuneration

Sh. N.N Batabyal * 10.00 : 28.81

Sh. Kuladhar Saharia 9.16: 28.81

Smt. Khushboo Jhuria 6.66 : 28.81

Note: Sh. N. N. Batabyal resigned from the Board of Directors of the Company w.e.f06.02.2017B. The percentage increase in remuneration of each director, chief executive officer, chief financial officer,

company secretary in the financial year:

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary

% increase / decrease in remuneration in the financial year

No change Not Increase any remuneration during the year

C. The percentage decrease in the median remuneration of employees in the financial year: 8.71 %D. The average permanent employees on the rolls of Company: 195E. The explanation on the relationship between average increase in remuneration and Company Performance:

On an average, employees received an annual increase of 10% in India. The individual increments varied from 9% to 17%, based on individual performance.Employees outside India received wage increase varying from 2% to 6%. The increase in remuneration is in line with the market trends in the respective countries. In order to ensure that remuneration reflects Company performance, the performance pay is also linked to organization performance, apart from an individual’s performance.

F. Comparison of the remuneration of the key managerial personnel against the performance of the Company:(In lacs'

Aggregate remuneration of key managerial personnel (KMP) in FY17 (‘Lacs) 56.37

Revenue (‘ Lacs) 21,286.94

Remuneration of KMPs (as % of revenue) 0.26%

Profit before Tax (PBT) (‘ Lacs) 106.40

Remuneration of KMP (as % of PBT) 52.97%

G. Variations in the market capitalisation of the Company, as at the closing date of the current financial year and previous financial year:

Particulars March 31,2017 March 31,2016 % Change

Market Capitalisation ( ‘ crores) 70.94 73.08 (2.92)

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7 na

Brahmaputra Infrastructure LimitedH. Average percentile increase already made in the salaries of employees other than the managerial personnel

in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:The average annual increase was around 10 %. However during this course of the year, there is no major increase in the salary of the employees due to ongoing serious financial crisis on the Company.

I. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Paticulars Mr. Rajesh Singh (Whole Time Director)

Mr. ManojKumarPrithani(Chief Executive Officer)

Mr. Pankaj Goyal(V.P. - Finance & Accounts)

Mr. Vivek Malhotra(CompanySecretary)

Remuneration in FY 17 (Lacs) 5.97 29.00 14.40 7.00

Revenue 21,286.94

Remuneration as % of revenue 0.028% 0.136% 0.067% 0.032%

Profit Before Tax (Lacs) 106.40

Remuneration as % of PBT 5.61% 27.25% 13.53% 6.57%

J. The key parameters for any variable component of remuneration availed by the directors: N.AK. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but

receive remuneration in excess of the highest paid director during the year:

Sr.No. Name Ratio1 Mr. Manoj Kumar Prithani 241.00:99.652 Mr. Jayant Sachdeva 209.28:99.653 Mr. Pankaj Goyal 120.00:99.654 Mr. Anil Tanti 125.00:99.655 Mr. M. A. Khan 119.00:99.656 Mr. Nirakar Pradhan 107.50:99.657 Mr. Soumya Brata Roy 107.50:99.65

L. Affirmation that the remuneration is as per the remuneration policy of the Company:The Company affirms remuneration is as per the remuneration policy of the Company

M. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

26. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND(IEPF)Detail are as follows of transfer the Unpaid dividend amount to Investor Protection Fund account.

Sr. No. Unpaid Dividend of financial year

Amount Name of Bank Date of Transfer

1. Financial year for F.Y. 2008-09 Declaration date: 29.09.2009 1,44,165 IDBI Bank 30.10.2016

2. Interim Dividend for F.Y. 2009-10 Declaration date: 29.10.2009 2,19,877 IDBI Bank 29.11.2016

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7 ED

Brahmaputra Infrastructure Limited27. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Sectionl 34 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:i) The preparation of annual accounts for the financial year ended 31 st March 2017, the applicable accounting

standards have been followed;ii) The Directors have 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 financial year ended 31st March, 2017 and of the Profit & Loss account of the Company for that period;

iii) The proper care has been taken for the maintenance of adequate records for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) The Accounts for the year ended 31 st March, 2017 have been prepared on a ‘going concern’ basisv) The directors, had laid down internal financial controls to be followed by the company and that such internal

financial controls are adequate and were operating effectively.vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and

that such systems were adequate and operating effectively.28. DISCLOSURE OF PARTICULAR WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGOAs the core activities of the Company are not power intensive, no information is required to be furnished regarding Conservation of Energy.No research and development activity was undertaken by the Company nor was any technology imported during the year. Indigenous technology available is continuously been upgraded to improve overall performances.Foreign Exchange Earning NILExpenses in Foreign Currency NILValue of Import on CIF basis NILACKNOWLEDGMENTYour Directors take this opportunity to thank the clients, vendors, Banks, Central & State Government authorities, Regulatory authorities and the stakeholders for their continued support and co-operation.Your Directors place on record their deep appreciation of the contribution made by the employees at all levels and acknowledges their dedication, competency, hard work, co-operation and support which has enabled the Company to achieve consistentgrowth.

By order of the Board of DirectorsFor Brahmaputra Infrastructure Limited

Place: New Delhi Date: 04.11.2017

Sanjeev Kumar PrithaniChairman

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7 m

Brahmaputra Infrastructure LimitedForm No. AOC 1 Annexure-A

Statement Containing salient features of the financial statement of Subsidiary/ Associate Companies/ Joint Ventures (Pursuant to first Provision to sub section (3) of Section 129 read with rules 5 of the Companies (Accounts), Rules, 2014)

Part “A” SubsidiariesSr.No. Particulars

1. Name of Subsidiary Company

Brahmaputra Concrete Private Limited

Brahamputra Concrete (Bengal) Private Limited

2. Reporting Period for the Concern Subsidiary, if different

Reporting Period of Subsidiary and Holding Company are same

Reporting Period of Subsidiary and Holding Company are same

3. Reporting Currency and exchange rates as on last date of the relevant financial year in case of foreign Subsidiaries

Indian- Domestic Company, Reporting Currency INR

Indian- Domestic Company, Reporting Currency INR

4 Share Capital 45,75,000 2,10,000

5 Reserve & Surplus (32,504,831) (80,38,002)

6 Total Assets 58,83,737 33,231

7 Total Liabilities 58,83,737 33,231

8 Investments Nil Nil

9 Turnover Nil Nil

10 Profit before Taxation (40,61,902) (10,95,230)

11 Profit after Taxation (40,61,902) (10,95,230)

12 Proposed dividend Nil Nil

13 % of Shareholding 100 52.38

Part “B” Associates and Joint venturesStatement Pursuant to Section 129 (3) of the Company ACT, 2013

Related to Associate and Joint VentureSr.No. Particulars

1 Name of Joint Venture DRA-BLA BCL (JV) BIL-BLA-GSCO (JV) GPL-BCL (JV)

2 Last Audited Balance Sheet 31.03.2017 31.03.3017 31.03.2017

3 Amount of Investment in Associates / joint Venture

7,75,03,784 74,349,050 53,634,793

4 Extent of Holding % 25% 60% 49%

5 Description in how the significant influence

Ownership Ownership Ownership

6 Reason why Associates/ Joint Ventures not Consolidated

N.A N.A N.A

7 Net worth attributable to shareholding as per latest Balance Sheet

11,27,19,682 74,018,088 19,364,641

8 Profit/ Loss of the year 9,39,901 (4,110,923) (4,723,849)

9 Considered in Consolidation Yes Yes Yes


Brahmaputra Infrastructure LimitedSr.No. Particulars

10 Whether the associates / Joint Ventures Commence Business

Yes Yes Yes

11 Whether the associates or Joint Venture liquidated or sold during the year

No No No

Form No. AOC-2Annexure B

(Pursuant to clause (hi) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions underthird proviso thereto:1. Details of contracts or arrangements or transactions not at arm's length basis: Brahmaputra Infrastructure

Limited ( BIL) has not entered into any contract or arrangement or transaction with its related parties which is not at arm's length during financial year2016-17

2. Details of material contracts or arrangement or transactions at arm's length basis:Summary showing Related Party Transactions during the year ended on 31st March 2017

S.No. Nature of Transactions Subsidiaries Joint Ventures AssociatesKey Management

Personnel & their relatives

i)Purchase of Material / Services / Fixed Assets / Rent / Interest/ Piece rate work/Taxi Hiring

0.00(NIL)

26.39(37.08)

111.88(530.55)

10.80(10.80)

ii)Sale of Material / Services / Fixed Assets / Rent / Escalation Claims / Investment

32.86(NIL)

4178.06(3679.92)

575.00(530.06)

0.00(NIL)

iii)Managerial Remuneration /Salary /Sitting Fees

(NIL) (NIL) (NIL)59.46

(51.75)

iv)Advance / Loan given / paid back during the year 2.69

(39.80)406.11

(1436.37)7780.92

(3892.67) (NIL)

v)Advance / Loan taken / received back during the year 1590.00

(14.00)94.76

(305.17)6424.64

(6252.16) (NIL)

vi) Retention / withheld deducted during the year(NIL)

248.76(833.29)

0.92(131.64) (NIL)

vii) Retention / withheld released during the year / deducted during the year by BIL (NIL)

140.61(1368.17) (77.86) (NIL)

viii) Net Investments made during the year 0.00 (-1.80)

189.13(218.38) (NIL) (NIL)

ix) Preference Shares issued during the year(NIL) (NIL)

NIL(NIL) (NIL)

x) Outstanding at year end.





Xi) Payables (NIL)2241.65

(2553.05)1166.77

(2616.82)7.53

(4.65)

xii) Receivables398.51

(1952.97)7277.36

(6160.26)37.66

(148.58) (NIL)

xiii) Investments56.75

(682.35)2308.28

(2119.20)327.25

(327.25) (NIL)

xiv) Guarantees & Collateral given (NIL)(NIL)

8805.12(9282.54)

(NIL)(NIL)

(NIL)(NIL)

Note: figures in () relates to previous year ended 31.03.2016.

Appropriate approval have been taken for related party transactions in the Audit Committee and Board meeting.

By the order of BoardPlace: New Delhi Date: 04.11.2017

Sanjeev Kumar PrithaniChairman

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7 El

Brahmaputra Infrastructure LimitedForm No. MGT-9

Annexure CEXTRACT OF ANNUAL RETURN

as on the financial year ended on March 31, 2017[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

1. Registration and other details

CINNo. L55204DL1998PLC095933

ii. Registration Details 02-09-1998

iii. Name of the Company Brahmaputra Infrastructure Limited

iv. Category of the company Public Limited Company

V. Address of the company A-7, Mahipalpur, New Delhi-110037

vi. Whether Listed Company Listed

vii. Name, Address of Registrar Agent 44, Community Centre, Phase -1,Near PVR, Nariana Industries Area, New Delhi, 110028(Link Intime India Private Limited)

2. Principal Activities of the companyAll the business activities contributing 10 % or more total turnover of the company shall stated-

Sr.No. Name and Description of main Products / Services NIC / NPCS Code of the Product / Service

% to Total Turnover of the Company

1. EPC Division 9953 90.60

2. Real Estate Division 9972 9.41

3. Particulars of Holding, Subsidiary & Joint Ventures of the company

Sr.No. Name of the Company CIN/ PAN No. Status % of Shares ApplicableSection

1 Brahamputra Concrete (Bengal) Pvt. Ltd. U45400DL2007PTC273296 Subsidiary 52.38 2(87) (II)

2 Brahmaputra Concrete (P) Ltd. U26956AS2006PT C008260 Subsidiary 100 2(87) (II)

3 GPL BCL (JV) AAAAG4715F Joint Venture 49 2(6)

4 DRA BLA BCL (JV) AAAAD4183G Joint Venture 25 2(6)

5 BIL-BLA-GSCO (JV) AABAB9907B Joint Venture 60 2(6)

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7 in

Brahmaputra Infrastructure Limited4. (1) (A) Shareholding pattern of the company as on 31.03.2017 (Equity share Capital Break up as

percentage of Total Equity)

Categorycode

Category of ShareholderNumber of

Share holders

Total Number of Shares

Number of Shares held in dematerialized

form

Total shareholding as a percentage of total number of shares

Shares Pledged or otherwise encumbered

As a percentage of (A+B)

As a percentage of (A+B+C)

Number of Shares

As a percentage

(A) Shareholding of Promoter and Promoter Group

1 Indian

(a) Individuals/Hindu Undivided Family 13 83,24,725 83,24,725 28.68% 28.68% 83,24,725 28.68%

(b) Central Government/State Government(s) NIL NIL NIL NIL NIL NIL NIL

(c) Bodies Corporate 4 13,163,955 13,163,955 45.38% 45.38% 13,163,955 45.38%

(d) Financial Institutions/Banks NIL NIL NIL NIL NIL NIL NIL

(e) Any Others(Specify) NIL NIL NIL NIL NIL NIL NIL

SubTotal(A)(1) 17 21,488,680 21,488,680 74.06% 74.06% 21,488,680 74.06%

2 Foreign

A Individuals (Non-Residents Individuals/Foreign Individuals) NIL NIL NIL NIL NIL NIL NIL

B Bodies Corporate NIL NIL NIL NIL NIL NIL NIL

C Institutions NIL NIL NIL NIL NIL NIL NIL

D Any Others(Specify) NIL NIL NIL NIL NIL NIL NIL

SubTotal(A)(2) NIL NIL NIL NIL NIL NIL NIL

Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) 17 21,488,680 21,488,680 74.06% 74.06% 21,488,680 74.06%

(B) Public shareholding

1 Institutions

(a) Mutual Funds/ UTI 1 1,22,600 NIL 0.42% 0.42% NIL NIL

(b) Financial Institutions /Banks NIL NIL NIL NIL NIL NIL NIL

(c) Central Government/State Government(s) NIL NIL NIL NIL NIL NIL NIL

(d) Venture Capital Funds NIL NIL NIL NIL NIL NIL NIL

(e) Insurance Companies NIL NIL NIL NIL NIL NIL NIL

(f) Foreign Institutional Investors NIL NIL NIL NIL NIL NIL NIL

(g) Foreign Venture Capital Investors NIL NIL NIL NIL NIL NIL NIL

(h) Any Other (specify) NIL NIL NIL NIL NIL NIL NIL

Sub-Total (B)(1) 1 1,22,600 NIL 0.42% 0.42% NIL NIL



Categorycode


Share holders



form





Number of Shares

As a percentage

B 2 Non-institutions

(a) Bodies Corporate 65 40,63,060 40,63,060 14.00% 14.00% NIL NIL

(b) Individuals

1 Individual shareholders holding nominal share capital up to Rs 2 lakh 1393 15,44,750 11,15,110 5.32% 5.32% NIL NIL

II Individual shareholders holding nominal share capital in excess of Rs. 2 lakh 24 11,66,547 11,33,937 4.02% 4.02% NIL NIL

(c-i) Non Resident Indian (Repeat) 10 80,685 80,685 0.27% 0.27% NIL NIL

(c-ii) Non Resident Indians (Non Repeat) 5 1,39,950 139,950 0.49% 0.49% NIL NIL

(c-iii) Hindu Undivided Families 45 3,78,122 378,122 1.30% 1.30% NIL NIL

(c-iv) Trusts 1 5,000 5,000 0.172% 0.172% NIL NIL

(c-v) Directors and relatives NIL NIL NIL NIL NIL NIL NIL

(c-vi) Clearing Members 20 29,006 29,006 0.10% 0.10% NIL NIL

Sub-Total (B)(2) 1563 74,07,120 69,44,870 25.52% 25.52% NIL NIL

(B) Total Public Shareholding (B)= (B)(1)+(B)(2) 1564 75,29,720 69,44,870 25.94% 25.94% NIL NIL

TOTAL (A)+(B) 1581 29,018,400 28,433,550 100% 100% NIL NIL

(C) Shares held by Custodians and against which Depository Receipts have been issued

(1) Promoter and Promoter Group NIL NIL NIL NIL NIL NIL NIL

(2) Public NIL NIL NIL NIL NIL NIL NIL

Sub-Total (C) NIL NIL NIL NIL NIL NIL NIL

GRAND TOTAL (A)+(B)+(C) 1581 29,018,400 29,018,400 100% 100% 21,488,680 74.06%

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7 io

Brahmaputra Infrastructure Limited(4) (1) (B) Shareholding pattern of the company as on 31.03.2017 (Preference unlisted Shares Break up as

percentage of Total Preference share capital)

Categorycode


Share holders



form





Number of Shares

As a percentage


1 Indian

(a) Individuals / Hindu Undivided Family 0 0 0 0 0 0 0

(b) Central Government / State Government(s) 0 0 0 0 0 0 0

(c) Bodies Corporate 2 1,38,80,000 0 100 100 0 0

(d) Financial Institutions/ Banks 0 0 0 0 0 0 0

(e) Any Others (Specify) 0 0 0 0 0 0 0

Sub Total (A) (1) 2 1,38,80,000 0 100 100 0 0

2 Foreign 0 0 0 0 0 0 0

A Individuals (Non-Residents Individuals / Foreign Individuals) 0 0 0 0 0 0 0

B Bodies Corporate 0 0 0 0 0 0 0

C Institutions 0 0 0 0 0 0 0

D Any Others (Specify)Sub Total (A) (2)Total Shareholding of Promoter and Promoter Group (A)=(A)(1 )+(A)(2)

00

2

00

1,38,80,000

00

0

00

100

00

100

00

0

00

0


1 Institutions

(a) Mutual Funds/ UTI 0 0 0 0 0 0 0

(b) Financial Institutions / Banks 0 0 0 0 0 0 0

(c) Central Government / State Government(s) 0 0 0 0 0 0 0

(d) Venture Capital Funds 0 0 0 0 0 0 0

(e) Insurance Companies 0 0 0 0 0 0 0

(f) Foreign Institutional Investors 0 0 0 0 0 0 0

(g) Foreign Venture Capital Investors 0 0 0 0 0 0 0

(h) Any Other (specify) 0 0 0 0 0 0 0

Sub Total (B) (1) 0 0 0 0 0 0 0



Categorycode


Share holders



form





Number of Shares

As a percentage

B 2 Non-institutions 0 0 0 0 0 0 0

(a) Bodies Corporate 0 0 0 0 0 0 0

(b) Individuals 0 0 0 0 0 0 0

1 Individual shareholders holding nominal share capital up to Rs 1 lakh 0 0 0 0 0 0 0

II Individual shareholders holding nominal share capital in excess of Rs. 1 lakh 0 0 0 0 0 0 0

(c) Any Other (specify)Non Resident Indian / OCB 0 0 0 0 0 0 0

(c-i) Non Resident Indians 0 0 0 0 0 0 0

(c-ii) Hindu Undivided Families 0 0 0 0 0 0 0

(c-iii) Trusts 0 0 0 0 0 0 0

(c-iv) Directors and relatives 0 0 0 0 0 0 0

(c-v) Clearing Members 0 0 0 0 0 0 0

Sub-Total (B)(2) 0 0 0 0 0 0 0

(B) Total Public Shareholding (B)= (B)(1)+(B)(2) 0 0 0 0 0 0 0

TOTAL (A)+(B) 2 1,38,80,000 0 100 100 0 0

(C) Shares held by Custodians and against which Depository Receipts have been issued 0 0 0 0 0 0 0

(1) Promoter and Promoter Group 0 0 0 0 0 0 0

(2) Public 0 0 0 0 0 0 0

Sub-Total (C) 0 0 0 0 0 0 0

GRAND TOTAL (A)+(B)+(C) 2 1,38,80,000 0 100 100 0 0

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7

Brahmaputra Infrastructure Limited(4) (1) (C) GRAND TOTAL OF ANNEXURE (A)& (B) OF TOTAL SHAREHOLDING AS ON 31.03.2017

Category Code Category of ShareholderNumber of

Share holders



form





Number of Shares

As a percentage

Grand Total of Annexure C (A)

ListedEquity Shares 1581 29,018,400 28,433,550 100 100 21,488,680 74.06%

Grand Total of Annexure C (B)

UnlistedPrefrence Shares 2 13,880,000 0 100 100 0 0

Grand Total of C (A) & C (B) 1583 42,898,400 28,433,550 100 100 21,488,680 50.09%

(4) (D) CHANGES IN SHAREHOLDING PATTERN OF THE COMPANY OF EQUITY LISTED SHARES DURING THE YEAR ENDED 31st MARCH 2017

Categorycode

Category of Shareholder

No. of Shares at the Beginning of the Year as on 01.04.2016

No. of Shares at the end of year as on 31.03.2017

Changes during year ended 1.04.2016

to 31.03.2017

No. of shares % of shares No. of shares % of sharesIncreased (+) / Decreased (-)


1 Indian

(a) Individuals/ Hindu Undivided Family 83,24,725 28.68 83,24,725 28.68 Nil

(b) Central Government/ State Government(s) Nil Nil Nil Nil Nil

(c) Bodies Corporate 1,31,63,955 45.38 1,31,63,955 45.38 Nil

(d) Financial Institutions/ Banks Nil Nil Nil Nil Nil

(e) Any Others(Specify) Nil Nil Nil Nil Nil

Sub Total(A)(1) 2,14,88,680 74.06 2,14,88,680 74.06 Nil

2 Foreign

A Individuals (Non-Residents Individuals/Foreign Individuals ) Nil Nil Nil Nil Nil

B Bodies Corporate Nil Nil Nil Nil Nil

C Institutions Nil Nil Nil Nil Nil

D Any Others(Specify) Nil Nil Nil Nil Nil

Sub Total(A)(2) Nil Nil Nil Nil Nil

Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) 2,14,88,680 74.06 2,14,88,680 74.06 Nil


1 Institutions

(a) Mutual Funds/UTI 1,22,600 0.42 1,22,600 0.42 Nil

(b) Financial Institutions / Banks Nil Nil Nil Nil Nil



CategoryCode





to 31.03.17

No. of shares % of shares No. of shares % of shares Increased (+) / Decreased (-)

(c) Central Government/ State Government(s) Nil Nil Nil Nil Nil

(d) Venture Capital Funds Nil Nil Nil Nil Nil

(e) Insurance Companies Nil Nil Nil Nil Nil

(f) Foreign Institutional Investors Nil Nil Nil Nil Nil

(g) Foreign Venture Capital Investors Nil Nil Nil Nil Nil

(h) Any Other (specify) Nil Nil Nil Nil Nil

Sub-Total (B)(1) 1,22,600 0.42 1,22,600 0.42 Nil


(a) Bodies Corporate (Including Foreign Bodies Corporates) 4,180,639 14.40 4,063,060 14.00 (2.81)

(b) Individuals

1 Individual shareholders holding nominal share capital up to Rs 2 lakh 1,465,546 5.05 1,544,750 5.32 5.40

II Individual shareholders holding nominal share capital in excess of Rs. 2 lakh 1,271,792 4.39 1,166,547 4.02 (8.27)

(c) Any Other (specify)

(c-i) Non Resident Indians 13,920 0.047 2,20,635 0.75 1485.02

(c-ii) Hindu Undivided Families 4,49,943 1.55 3,78,122 1.30 (15.96)

(c-iii) Trusts 5,000 0.02 5,000 0.0172 Nil

(c-iv) Directors and their Relatives Nil Nil Nil Nil 0

(c-v) Clearing Members 20,280 0.0699 29,006 0.100 43.02

Sub-Total (B)(2) 74,07,120 25.52 74,07,120 25.52 Nil

(B) Total Public Shareholding (B)= (B)(1 )+(B)(2) 75,29,720 25.94 75,29,720 25.94 Nil

TOTAL (A)+(B) 29,018,400 100 29,018,400 100 Nil

(C) Shares held by Custodians and against which Depository Receipts have been issued Nil Nil Nil Nil Nil

GRAND TOTAL (A)+(B)+(C) 29,018,400 100 29,018,400 100 Nil

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7

Brahmaputra Infrastructure Limited(4) (E) CHANGES IN SHAREHOLDING PATTERN OF THE COMPANY PREFERENCE UNLISTED SHARES

DURING THE YEAR ENDED 31st MARCH 2017

Categorycode





to 31.03.17

No. of shares % of shares No. of shares % of shares Increased (+) / Decreased (-)


1 Indian

(a) Individuals/ Hindu Undivided Family 0 0 0 0 0

(b) Central Government/ State Government(s) 0 0 0 0 0

(c) Bodies Corporate 1,38,80,000 100 1,38,80,000 100 0

(d) Financial Institutions/ Banks 0 0 0 0 0

(e) Any Others(Specify) 0 0 0 0 0

Sub Total(A)(1) 1,38,80,000 100 1,38,80,000 100 0

2 Foreign

A Individuals (Non-Residents Individuals / Foreign Individuals) 0 0 0 0 0

B Bodies Corporate 0 0 0 0 0

C Institutions 0 0 0 0 0

D Any Others(Specify) 0 0 0 0 0

Sub Total(A)(2) 0 0 0 0 0

Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) 1,38,80,000 100 1,38,80,000 100 0


1 Institutions

(a) Mutual Funds/ UTI 0 0 0 0 0

(b) Financial Institutions / Banks 0 0 0 0 0

(c) Central Government/ State Government(s) 0 0 0 0 0

(d) Venture Capital Funds 0 0 0 0 0

(e) Insurance Companies 0 0 0 0 0

(f) Foreign Institutional Investors 0 0 0 0 0

(g) Foreign Venture Capital Investors 0 0 0 0 0

(h) Any Other (specify) 0 0 0 0 0

Sub-Total (B)(1) 0 0 0 0 0

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7


Categorycode





to 31.03.17

No. of shares % of shares No. of shares % of sharesIncreased (+) / Decreased (-)


(a) Bodies Corporate (Including Foreign Bodies Corporates) 0 0 0 0 0

(b) Individuals 0 0 0 0 0

1 Individual shareholders holding nominal share capital up to Rs 1 lakh 0 0 0 0 0

II Individual shareholders holding nominal share capital in excess of Rs. 1 lakh 0 0 0 0 0

(c) Any Other (specify) 0 0 0 0

(c-i) Non Resident Indians 0 0 0 0 0

(c-ii) Hindu Undivided Families 0 0 0 0 0

(c-iii) Trusts 0 0 0 0 0

(c-iv) Directors and their Relatives 0 0 0 0 0

(c-v) Clearing Members 0 0 0 0 0

Sub-Total (B)(2) 0 0 0 0 0

(B) Total Public Shareholding (B)= (B)(1 )+(B)(2) 0 0 0 0 0

TOTAL (A)+(B) 1,38,80,000 100 1,38,80,000 100 0

(C) Shares held by Custodians and against which Depository Receipts have been issued 0 0 0 0 0

GRAND TOTAL (A)+(B)+(C) 1,38,80,000 100 1,38,80,000 100 0


Brahmaputra Infrastructure Limited(4) (II) (A) Share Holding of Promoters of Listed Equity Shares

Sr.No. Name

Shareholding at the beginning of the year 01.04.2016

Shareholding at the end of the year 31.03.2017

% change in shareholding

during the yearNo. of Shares % of shares

% of shares Pledged /

encumbered to total shares

No. of Shares % of shares



1 Siw Prasad Agarwalla 8,52,625 2.94 2.94 8,52,625 2.94 2.94 NIL

2 Geeta Devi Agarwalla 4,96,300 1.71 1.71 4,96,300 1.71 1.71 NIL

3 Suresh Kumar Prithani 16,99,983 5.85 5.85 16,99,983 5.85 5.85 NIL

4 Shobna Prithani 1,83,250 0.63 0.63 1,83,250 0.63 0.63 NIL

5 Manoj Kumar Prithani 1426533 4.92 4.92 1426533 4.92 4.92 NIL

6 Anita Prithani 2,26,000 0.78 0.78 2,26,000 0.78 0.78 NIL

7 Sanjeev Kumar Prithani 14,81,534 5.11 5.11 14,81,534 5.11 5.11 NIL

8 Kiran Prithani 2,61,000 0.90 0.90 2,61,000 0.90 0.90 NIL

9 Siw Prasad Agarwalla (HUF) 6,65,000 2.29 2.29 6,65,000 2.29 2.29 NIL

10 Suresh Kumar Prithani (HUF) 4,39,500 1.51 1.51 4,39,500 1.51 1.51 NIL

11 Manoj Kumar Prithani (HUF) 2,40,000 0.83 0.83 2,40,000 0.83 0.83 NIL

12 Sanjeev Kumar Prithani (HUF) 1,50,000 0.52 0.52 1,50,000 0.52 0.52 NIL

13 Sanjay Kumar Mozika 2,03,000 0.70 0.70 2,03,000 0.70 0.70 NIL

14 Brahmaputra Projects Private Limited 4,42,500 1.52 1.52 4,42,500 1.52 1.52 NIL

15 Brahmaputra Finlease Private Limited 39,20,819 13.51 13.51 39,20,819 13.51 13.51 NIL

16 Brahmaputra Holdings Private Limited 33,39,161 11.51 11.51 33,39,161 11.51 11.51 NIL

17 M. L. Singhi and Associates Pvt. Ltd. 54,61,475 18.82 18.82 54,61,475 18.82 18.82 NIL

(4) (II) (B) Share Holding of Promoters of unlisted Cumulative Reedemable Preference Shares.

Sr.No. Name

Shareholding at the beginning of the year 01.04.2016

Shareholding at the end of the year 31.03.2017

% change in shareholding

during the yearNo. of Shares % of shares



No. of Shares % of shares



1 Brahmaputra Finlease Private Limited 98,00,000 70.61 NIL 98,00,000 70.61 NIL NIL

2 M. L. Singhi and Associates Pvt. Limited 40,80,000 29.39 NIL 40,80,000 29.39 NIL NIL


Brahmaputra Infrastructure Limited(4) (III) (A) Change in Promoters' Shareholding in Listed Equity Shares (please specify, if there is no change)

Sr.No. Paticulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year Increase/

DecreaseNo. of Shares as on 01-04-2016

% of total shares of the company

No. of Shares as on 31-03-2017


1 At the beginning of the year 21,488,680 74.06 21,488,680 74.06 Nil

2 Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):

There is no change in the promoters Shareholding during the year 2016-17.

3 At the end of the year 21,488,680 74.06

(4) (III) (B) Change in Promoters' Shareholding in unlisted Cumulative Redeemable Preference Shares (please specify, if there is no change)

Sr.No. Paticulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year Increase /

DecreaseNo. of Shares as on 01-04-2016


No. of Shares as on 31-03-2017


1 At the beginning of the year 1,38,80,000 100 1,38,80,000 100 NIL

2 Date wise Increase/Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment/transfer / bonus/sweat equity etc):

No Increase / Decrease Preference shares during the year.

3 At the end of the year 1,38,80,000 100

(4) (IV) Shareholding pattern of Top Ten Shareholders:

Sr.No. Name & Type of Transaction

Shareholding at the beginning of the year-2016 Transactions during the year Cumulative Shareholding

during the year-2017

No. of Shares Held

% of total shares of the company Date of Transaction No. of Shares No. of Shares

Held% of total shares of the company

1 FE SECURITIES PVT. LTD. 980358 3.3784 980358 3.3784

Transfer 08 Apr 2016 1712 982070 3.3843

Transfer 15 Apr 2016 2887 984957 3.3942

Transfer 22 Apr 2016 9684 994641 3.4276

Transfer 29 Apr 2016 16038 1010679 3.4829

Transfer 06 May 2016 8435 1019114 3.5120

Transfer 13 May 2016 3410 1022524 3.5237

Transfer 20 May 2016 (7710) 1014814 3.4971

Transfer 27 May 2016 18384 1033198 3.5605

Transfer 17 Jun 2016 (21294) 1011904 3.4871

Transfer 24 Jun 2016 (4505) 1007399 3.4716

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7 E l





No. of Shares Held

% of total shares of the company Date of Transaction No. of Shares

No. of Shares Held


Transfer 30 Jun 2016 500 1007899 3.4733

Transfer 08 Jul 2016 (500) 1007399 3.4716

Transfer 22 Jul 2016 2601 1010000 3.4806

Transfer 29 Jul 2016 8170 1018170 3.5087

Transfer 12 Aug 2016 7728 1025898 3.5353

Transfer 26 Aug 2016 10000 1035898 3.5698

Transfer 02 Sep 2016 21400 1057298 3.6435

Transfer 09 Sep 2016 (57298) 1000000 3.4461

Transfer 23 Sep 2016 37254 1037254 3.5745

Transfer 30 Sep 2016 (37172) 1000082 3.4464

Transfer 07 Oct 2016 5527 1005609 3.4654

Transfer 14 Oct 2016 (5609) 1000000 3.4461

Transfer 21 Oct 2016 4765 1004765 3.4625

Transfer 04 Nov 2016 2162 1006927 3.4700

Transfer 11 Nov 2016 5944 1012871 3.4904

Transfer 18 Nov 2016 (4255) 1008616 3.4758

Transfer 25 Nov 2016 (2) 1008614 3.4758

Transfer 16 Dec 2016 9990 1018604 3.5102

Transfer 13 Jan 2017 (13744) 1004860 3.4628

Transfer 20 Jan 2017 (450) 1004410 3.4613

Transfer 27 Jan 2017 (132) 1004278 3.4608

Transfer 10 Feb 2017 9699 1013977 3.4943

Transfer 10 Mar 2017 (5857) 1008120 3.4741

Transfer 17 Mar 2017 (4500) 1003620 3.4586

AT THE END OF THE YEAR 1003620 3.4586

2 DUPLEX VINIMAY PRIVATE LIMITED 1000000 3.4461 1000000 3.4461

Transfer 08 Apr 2016 (1000) 999000 3.4426

Transfer 15 Apr 2016 (2000) 997000 3.4358

Transfer 22 Apr 2016 (14500) 982500 3.3858






No. of Shares Held


No. of Shares Held


Transfer 27 May 2016 (20000) 962500 3.3169

Transfer 03 Jun 2016 (10000) 952500 3.2824

Transfer 23 Sep 2016 (3500) 949000 3.2703

Transfer 30 Sep 2016 (2000) 947000 3.2634

Transfer 11 Nov 2016 (400) 946600 3.2621


3 PERFECT HOMFIN PVT 2459 0.0085 2459 0.0085

Transfer 27 May 2016 43034 45493 0.1568

Transfer 03 Jun 2016 101810 147303 0.5076

Transfer 10 Jun 2016 980 148283 0.5110

Transfer 30 Jun 2016 40000 188283 0.6488

Transfer 08 Jul 2016 14438 202721 0.6986

Transfer 15 Jul 2016 129044 331765 1.1433

Transfer 22 Jul 2016 19935 351700 1.2120

Transfer 29 Jul 2016 12682 364382 1.2557

Transfer 05 Aug 2016 5700 370082 1.2753

Transfer 12 Aug 2016 (500) 369582 1.2736

Transfer 30 Sep 2016 6000 375582 1.2943

Transfer 07 Oct 2016 5000 380582 1.3115

Transfer 11 Nov 2016 589 381171 1.3135


4 M. S. V. FISCAL SERVICES (P) LTD. 251500 0.8667 251500 0.8667

Transfer 13 May 2016 40000 291500 1.0045

Transfer 29 Jul 2016 40000 331500 1.1424


5 BRAHMAPUTRA VALLEY INFRASTRUCTURES (P) LTD. 156308 0.5387 156308 0.5387

Transfer 30 Jun 2016 525 156833 0.5405

Transfer 23 Sep 2016 28700 185533 0.6394


A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7 E 3





No. of Shares Held


No. of Shares Held


6 TRANSPOWER MARKETING (P) LTD. 178000 0.6134 178000 0.6134


7 MUSKAN AGENCIES & TRADING LTD. 570500 1.9660 570500 1.9660

Transfer 13 May 2016 (40000) 530500 1.8282

Transfer 20 May 2016 (40000) 490500 1.6903

Transfer 27 May 2016 (60000) 430500 1.4835

Transfer 30 Jun 2016 (60000) 370500 1.2768

Transfer 29 Jul 2016 (212000) 158500 0.5462


8 RAMAN SOBTI 110710 0.3815 110710 0.3815

Transfer 24 Jun 2016 2000 112710 0.3884

Transfer 09 Sep 2016 1 112711 0.3884

Transfer 31 Dec 2016 2000 114711 0.3953

Transfer 27 Jan 2017 1016 115727 0.3988

Transfer 03 Feb 2017 1357 117084 0.4035

Transfer 10 Feb 2017 2900 119984 0.4135

Transfer 17 Feb 2017 796 120780 0.4162

Transfer 24 Feb 2017 1530 122310 0.4215

Transfer 03 Mar 2017 1700 124010 0.4273

Transfer 10 Mar 2017 6279 130289 0.4490

Transfer 17 Mar 2017 4600 134889 0.4648

Transfer 31 Mar 2017 6950 141839 0.4888


9 CRB TRUSTEE LTD. A/c CRB MUTUAL FUND 122600 0.4225 122600 0.4225


10 SHUBH SUPPLIERS LTD. 0 0.0000 0 0.0000

Transfer 20 May 2016 40000 40000 0.1378

Transfer 27 May 2016 60000 100000 0.3446







No. of Shares Held


No. of Shares Held


11 JITESH KUMAR GUTGUTIA. 127095 0.4380 127095 0.4380

Transfer 08 Jul 2016 (25000) 102095 0.3518

Transfer 15 Jul 2016 (63985) 38110 0.1313

Transfer 22 Jul 2016 (5140) 32970 0.1136

Transfer 29 Jul 2016 (17960) 15010 0.0517

Transfer 05 Aug 2016 785 15795 0.0544

Transfer 26 Aug 2016 (8650) 7145 0.0246

Transfer 23 Sep 2016 (2230) 4915 0.0169

Transfer 30 Sep 2016 5000 9915 0.0342


12 TIMER SOFTWARES (P) LTD. 400000 1.3784 400000 1.3784

Transfer 05 Aug 2016 (13650) 386350 1.3314

Transfer 12 Aug 2016 (386350) 0 0.0000


13 MAHANADI INFRASTRUCTURE (P) LTD. 179300 0.6179 179300 0.6179

Transfer 22 Apr 2016 (400) 178900 0.6165

Transfer 29 Apr 2016 (3213) 175687 0.6054

Transfer 06 May 2016 (4441) 171246 0.5901

Transfer 13 May 2016 (2651) 168595 0.5810

Transfer 20 May 2016 (2521) 166074 0.5723

Transfer 27 May 2016 (20350) 145724 0.5022

Transfer 03 Jun 2016 (34772) 110952 0.3824

Transfer 17 Jun 2016 (4025) 106927 0.3685

Transfer 24 Jun 2016 (8976) 97951 0.3375

Transfer 30 Jun 2016 (41746) 56205 0.1937

Transfer 01 Jul 2016 (1000) 55205 0.1902

Transfer 09 Sep 2016 (55205) 0 0.0000


A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7 t a

Brahmaputra Infrastructure Limited(4) (V) Shareholding of Directors and Key Managerial Personnel:

Sr.No. Name Date ReasonShareholding at the

beginning of the yearCumulative shareholding

during the year

1 Manoj Kumar Prithani 1-04-2016 At the Beginning of the year 14,26,533 4.92 14,26,533 4.92

31-03-2017 At the end of the Year 14,26,533 4.92

2 Sanjeev Kumar Prithani 1-04-2016 At the Beginning of the year 14,81,534 5.11 14,81,534 5.11


3 Manoj Kumar Prithani (HUF) 1-04-2016 At the Beginning of the year 2,40,000 0.83 2,40,000 0.83


4 Sanjeev Kumar Prithani (HUF) 1-04-2016 At the Beginning of the year 1,50,000 0.52 1,50,000 0.52


5 Sanjay Kumar Mozika 1-04-2016 At the Beginning of the year 2,03,000 0.70 2,03,000 0.70


6 Pankaj Goyal (HUF) 1-04-2016 At the Beginning of the year 4,325 0.014 4,325 0.014

31-03-2017 At the end of the Year 4,325 0.014


Brahmaputra Infrastructure Limited5. Indebtedness of the company

Sr.No. ParticularsSecured Loans

Excluding Deposits

UnsecuredLoans Deposits Total

Indebtedness

Indebtedness at the Beginning of the years

1 Principal amount 2,056,487,367 278,939,954 Nil 2,335,427,321

2 Interest Due but not paid 49,311,516 Nil Nil Nil

3 Interest accrued but not paid Nil Nil Nil Nil

Total 2,105,798,883 278,939,954 Nil 2,384,738,837

4 Net Change (123,661,070) (144,092,436) Nil (267,753,506)

5 Indebtedness at the end of the year

6 Principal amount 1,884,205,597 134,847,518 Nil 2,019,053,115

7 Interest due but not paid 97,932,216 Nil Nil 97,932,216

8 Interest accrued but not paid

Total 1,982,137,813 134,847,518 Nil 2,116,985,331

6. (A) 1. Remuneration of Director & Key Managerial PersonnelRemuneration to Managing Director, Whole time Directors and / or Manager

Sr.No. Particulars of Remuneration Name of MD/WTD/Manager Total Amount

Sh. Rajesh Singh (Whole time Director)

1 Gross Salary

(a) Salary as per provisions contained in Section17(1) of the Income-tax Act, 1961 5,97,942 5,97,942

(b) Value of perquisites u/s 17(2) of the IncometaxAct, 1961

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

Stock Option

Sweat Equity

Commission- as % of profit

Others, Allowances

Total (A) 5,97,942 5,97,942

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7

Brahmaputra Infrastructure Limited6. (B) Remuneration to other Directors (Refer Corporate Governance for details)

Sr.No. Particulars of RemunerationFee for Attending Board / Committee

MeetingsCommission Others,

Please Specify Total Amount

1 Sh. Kuladhar Saharla (Independent Director) 1,10,000 NIL NIL 110,000

2 Sh. N.N.Batabyal (Independent Director 1,20,000 NIL NIL 120,000

3 Smt. Khushboo Jhuria (Independent Director) 80,000 NIL NIL 80,000

6. (C) Remuneration to Key Managerial Personnel other than MD/ WTD/ MANAGER

Sr.No. Particulars of Remuneration

Key Managerial Personnal

Total AmountSh. Manoj Kumar Prithani (CEO)

Sh. Pankaj Goyal (CFO)

Mr. Vivek Malhotra (Company Secretary

&Compliance Officer)

1 Gross salary

(a) Salary as per provisions contained in Sectlon17(1) of the Income-tax Act, 1961 16,80,000 14,40,000 7,00,000 38,20,000

(b) Value of perquisites under Section 17(2) of the Income tax Act, 1961 12,20,000 12,20,000

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

Stock Option

Sweat Equity

Commission- as % of profit

Others, Allowances

Total (A) 29,00,000 14,40,000 7,00,000 50,40,000

7. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:There were no penalties, punishment or compounding of offences during the yearended March 31,2017.


Brahmaputra Infrastructure LimitedMANANGMENT DISCUSSION AND ANALYSIS

Annexure DIndian Economy Overview IntroductionDuring the current Financial Year 2016-17, the Indian Economy has continued to consolidate the gains achieved in restoring macro-economic stability. Despite the continuing global sluggishness and recent pick-up in petroleum prices, the economic growth has continued to be robust and inflation has remained more or less stable in the current year, while Fiscal Deficit and Current Account Deficit as percentage of GDP have improved. The Growth Rate of the economy during the First Half of the current Financial Year is estimated at 7.2 per cent, which makes India one of the fastest growing major economies in the world. At the sectoral level, the growth rates for agriculture & allied sectors, industry and services sectors for the First Half of the current year are estimated at 2.5 per cent, 5.6 per cent, and 9.2 per cent respectively. The stress given to fiscal consolidation through expenditure rationalization and revenue raising efforts and the focus on administrative measures for cooperative financial governance and also steps towards containing inflation have contributed significantly to macro-economic stability.Market sizeIndia’s gross domestic product (GDP) grew by 7 per cent year-on-year in October-December 2016 quarter, which is the strongest among G-20 countries, as per Organization for Economic Co-operation and Development (OECD) Economic Survey of India, 2017. According to IMF World Economic Outlook Update (January 2017), Indian economy is expected to grow at 7.2 percentduring FY2016-17andfurtheraccelerateto7.7 per cent during FY 2017-18.The tax collection figures between April 2016 and January 2017 show an increase in Net Indirect taxes by 16.9 per cent and an increase in Net Direct Taxes by 10.79 per cent year-on-year, indicating a steady trend of healthy growth. The total number of e-filed Income Tax Returns rose 21 per cent year-on-year to 42.1 million in 2016-17 (till 28.02.17), whereas the numberof e-returns processed during the same period stood at 43 million.Corporate earnings in India are expected to grow by over 20 per cent in FY 2017-18 supported by normalization of profits, especially in sectors like automobiles and banks, while GDP is expected to grow by 7.5 per cent during the same period, according to Bloomberg consensus.India has retained its position as the third largest startup base in the world with over 4,750 technology startups, with about 1,400 new start-ups being founded in 2016, according to a report by NASSCOM.India’s labour force is expected to touch 160-170 million by 2020, based on rate of population growth, increased labourforce participation, and higher education enrolment, among otherfactors, according to a study byASSOCHAM and Thought Arbitrage Research Institute.India’s foreign exchange reserves stood at US$ 366.781 billion as on March 17,2017 as compared to US$ 360 billion by end of March 2016, according to data from the RBI.Recent developmentsWith the improvement in the economic scenario, there have been various investments leading to increased M&A activity. Some of them are as follows:M&A activity in India more than doubled year-on-year to reach US$ 61.26 billion in 2016-17. Early-stage start-ups in India are expected to raise US$ 800 million in 2017, due to greater focus on profitability and sustainable growth, as per a report by InnoVen Capital.• NITI Aayog, Department of Industrial Policy & Promotion (DIPP) and Confederation of Indian Industry (CM)

launched an “India Innovation Index” in line with the Global Innovation Index (Gil) to rank states based on innovation by capturing innovation data from all Indian states and updating them regularly.

• The Union Cabinet, Government of India, has approved the Central Goods and Services Tax (CGST), Integrated GST (IGST), Union Territory GST (UTGST), and Compensation Bill.

• The Union Cabinet has approved a memorandum of understanding (MoU) between India and United Arab Emirates (UAE), aimed at enhancing cooperation in the field of small and medium enterprises (SMEs) between the two countries, and thereby providing an opportunity for the Indian SMEs to improve and innovate further.

• The Union Cabinet has approved a MoU between India and the African Asian Rural Development Organisation (AARDO), to implement capacity building programmes for rural development.

• The Union Cabinet has approved a MoU between India and Hungary, aimed at improving bilateral cooperation in the field of water management, which is expected to develop relations between public and private organizations concerning water resources of both the countries.


Brahmaputra Infrastructure Limited• The Government of India and the Government of the United States of America have signed a MoU to enhance

cooperation on energy security, clean energy and climate change through increased bilateral engagement and further joint initiatives for promoting sustainable growth.

• The Government of India plans to auction 280 mines with an estimated mineral value of over Rs 10 lakh crore (US$ 153.64 billion) in the fiscal year 2017-18, and also use drone technology to prepare topography maps and inspect mines.

• Indian merchandise exports registered a growth of 17.48 per cent year-on-year in February 2017 at US$ 24.49 billion, according to the data from Ministry of Commerce & Industry

• Retail price inflation for February 2017 was reported at 3.65 percent, compared to 5.26 percent a year ago, as per CSO.

• India’s industry output grew 2.74 per cent year-on-year in January 2017, led by a good performance in the capital goods sector which registered a 10.7 per cent year-on-year growth.

Government Initiatives• The Government of India announced demonetisation of high denomination bank notes of Rs 1000 and Rs 500,

with effect on November 8, 2016, in order to eliminate black money and the growing menace of fake Indian currency notes, thereby creating opportunities for improvement in economic growth.

• In the Union Budget 2017-18, the Finance Minister, Mr Arun Jaitley, verified that the major push of the budget proposals is on growth stimulation, providing relief to the middle class, providing affordable housing, curbing black money, digitalisation of the economy, enhancing transparency in political funding and simplifying the tax administration in the country.

• India’s unemployment rate has declined to 4.8 percent in February 2017 compared to 9.5 percent in August 2016, as a result of the Government’s increased focus towards rural jobs and the Mahatma Gandhi National Rural Employment Guarantee Act (MGNREGA) scheme.

• The Government of Maharashtra has set a target to double farm income by 2022 through measures like large scale micro irrigation, water conservation, expansion of formal cash credit coverage, crop insurance and agriculture diversification, as per Mr Vidyasagar Rao, Governor of Maharashtra.

• Numerous foreign companies are setting up their facilities in India on account of various government initiatives like Make in India and Digital India. Mr. Narendra Modi, Prime Minister of India, has launched the Make in India initiative with an aim to boost the manufacturing sector of Indian economy, to increase the purchasing power of an average Indian consumer, which would further boost demand, and hence spur development, in addition to benefiting investors. The Government of India, under the Make in India initiative, is trying to give boost to the contribution made by the manufacturing sector and aims to take it up to 25 per cent of the GDP from the current 17 per cent. Besides, the Government has also come up with Digital India initiative, which focuses on three core components: creation of digital infrastructure, delivering services digitally and to increase the digital literacy.

• Some of the recent initiatives and developments undertaken by the government are listed below:• Finance Minister Mr Arun Jaitley has stated that start-ups incorporated after March 31, 2016, can avail a three-

year tax holiday in the first seven years of their existence, instead of five years, and reduced the tax rate for enterprises with a turnover up to Rs 50 crores (US$ 7.68 million) to 25 per cent instead of the earlier 30 per cent.

• The Ministry of Corporate Affairs (MCA) has launched a Simplified Proforma for Incorporating Company Electronically (SPICE), aimed at providing speedy services for incorporation to bring ease of doing business in the country on a par with global norms.

• The Government of India has unveiled a new Urban Development strategy for the next 20 years, aimed at development of rural and urban areas, providing housing for the urban poor and ensuring gender equity in the country among other objectives.

• The Government of India has raised Rs 30,000 crore (US$ 4.61 billion) through disinvestment proceeds, the highest amount raised via stake sales, and further aims to meet the disinvestment target of Rs 56,500 crore (US$ 8.68 billion) for the year, as per Mr. Neeraj Gupta, Secretary, Department of Investment and Public Asset Management (DIPAM).

• The Government of India along with its investment promotion agency, Invest India, are in discussion with around 300 Indian and foreign companies to channelize investments worth US$ 62 billion, which will help create over 1.7 million job opportunities in India.

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7 E H

Brahmaputra Infrastructure Limited• The Union Cabinet, Government of India, has approved Rs 10,000 crore (US$ 1.53 billion) initial corpus for the

Fund of Funds for Start-ups (FFS) established in June 2016.• The Ministry of Housing and Urban Poverty Alleviation, Government of India, has approved the construction of

1,17,814 affordable houses for the urban poor and will provide an assistance of Rs 1,816 crore (US$ 279 million) under the Prime Minister’s AwasYojana (Urban).

• The Ministry of Women and Children Development, Government of India, plans to implement the Integrated Child Development Services (ICDS) Scheme, Scheme for Adolescent Girls (AGs) and Maternity Benefit Programme (MBP), which aim to deal with the problem of malnutrition in the country, for which the Government has released funds worth Rs 23,092 crore (US$ 3.53 billion) to States and Union Territories.

• Mr Arvind Panagariya, Vice Chairman, Niti Aayog, has stated that the three-year action plan of the Niti Aayog to boost industry and growth by bringing reforms especially in the areas of agriculture, education and healthcare, will likely start from FY 2017-18.

• The Government of India has certified 20 private organisations as incubators under the Startup India Action Plan, which is expected to promote entrepreneurship, provide pre-incubation training and a seed fund for high growth start-ups in the country.

• The Ministry of Commerce and Industry plans to establish India as a hub for world class designing by setting up four National Institute of Design (NIDs) across the country, aimed at providing skills to empower India’s human capital towards world class designing.

Under the Digital India initiative numerous steps have been taken by the Government of India. Some of them are as follows:• The Government of India plans to revamp two of its digital initiatives, the United Payment Interface (UPI) and

Unstructured Supplementary Service Data (USSD), to enable consumers to easily make transactions digitally, with or without an Internet connection, and thereby strengthen its push towards making India a digital economy.

• Prime Minister, Mr Narendra Modi has launched the Bharat Interface for Money (BHIM) app, an Aadhaar-based mobile payment application that will allow users to make digital payments without having to use a credit or debit card.

• The Government of India has launched a digital employment exchange which will allow the industrial enterprises to find suitable workers and the job-seekers to find employment. The core purpose of the initiative is to strengthen the communication between the stakeholders and to improve the efficiencies in service delivery in the MSME ministry. According to officials at the MSME ministry over 200,000 people have so far registered on the website.

• The Ministry of Human Resource Development recently launched Kendriya Vidyalaya Sangthan’s (KVS) e- initiative ‘KV ShaalaDarpan’ aimed at providing information about students electronically on a single platform. The program is a step towards realising Digital India and will depict good governance.

• The Government of India announced that all the major tourist spots like Sarnath, Bodhgaya and Taj Mahal will have a Wi-Fi facility as part of digital India initiative. Besides, the Government has started providing free Wi-Fi service at Varanasi ghats.

• The Government of India has launched an initiative to create 100 smart cities as well as Atal Mission for Rejuvenation and Urban Transformation (AMRUT) for 500 cities with an outlay of Rs 48,000 crore (US$ 7.47 billion) and Rs 50,000 crore (US$ 7.34 billion) crore respectively. Smart cities are satellite towns of larger cities which will consist of modern infrastructure and will be digitally connected.

• The number of internet users in India is expected to reach 730 million by 2020, supported by fast adoption of digital technology, according to a report by NASSCOM.

Infrastructure sector in IndiaIntroductionInfrastructure sector is a key driver for the Indian economy. The sector is highly responsible for propelling India’s overall development and enjoys intense focus from Government for initiating policies that would ensure time-bound creation of world class infrastructure in the country. Infrastructure sector includes power, bridges, dams, roads and urban infrastructure development. In 2016, India jumped 19 places in World Bank’s Logistics Performance Index (LPI)2016, to rank 35th amongst 160 countries.Market SizeForeign Direct Investment (FDI) received in Construction Development sector (townships, housing, built up infrastructure and construction development projects) from April 2000 to March 2017 stood at US$ 24.3 billion,A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7 E 3

Brahmaputra Infrastructure Limitedaccording to the Department of Industrial Policy and Promotion (DIPP).InvestmentsIndia is witnessing significant interest from international investors in the infrastructure space. Some key investments in the sector are listed below.The infrastructure sector in India witnessed 33 deals in FY 2016-17 involving US$ 3.49 billion as against US$ 2.98 billion raised across 31 deals in FY 2015-16, with the majority of deals led by the power, roads and renewable sectors, as per investment bank Equirus Capital.Meinhardt Group, an engineering company based in Singapore, plans to establish its position in India as it targets the next wave of India’s urban development to meet the country’s development needs.UAE-basedfirm, DP World, having previously invested US$ 1 billion in India, is planning to invest another US$ 1 billion in India’s infrastructure sector along with logistics and container terminals, stated Mr Sultan Ahmed bin Sulayem, Chief Executive Officer (CEO), DP World.I Squared Capital, a global infrastructure investment company, plans to raise up to US$ 4 billion through its second infrastructure fund, which will be invested in infrastructure assets in India and across the globe.Abertis Infrastructuras SA, a Spanish infrastructure firm, has agreed to buy two toll road assets in operation in South India from Macquarie Group for Rs 1,000 crore (US$ 151 million) to scale up its presence in India.GVK Power & Infrastructure Ltd won the bid to develop Mumbai’s second airport in Navi Mumbai for Rs 16,000 crore (US$2.39 billion).UAE-based Gamma Group, outlined plans of investing around Rs 3,000 crore (US$ 453 million) in the infrastructure, health and education sectors of Kerala.skyTran Inc., a NASA technology partner specialising in developing pod car systems for urban transport, plans to build a one-kilometre pilot track in India at its own cost as per the requirement of the government, which has shortlisted skyTran as one of the three companies chosen to build pod cars on trial basis.Infrastructure Leasing and Financial Services Ltd (IL&FS) and global private equity (PE) firm Lone Star plan to jointly invest US$ 550 million in stressed infrastructure projects in India.Government InitiativesThe Road Transport & Highways Ministry has invested around Rs 3.17 trillion (US$ 47.7 billion), while the Shipping Ministry has invested around Rs 80,000 crores (US$ 12.0 billion) in the past two and a half years for building world class highways and shipping infrastructure in the country. The Government of India is expected to invest highly in the infrastructure sector, mainly highways, renewable energy and urban transport, priorto the general elections in 2019.Atotal o f6,604 km out of the 15,000 km of target set for national highways in 2016-17 has been constructed by the end of February 2017, according to the Minister of State for Road, Transports Highways and Government of India.The Government of India is taking every possible initiative to boost the infrastructure sector. Some of the steps taken in the recent past are being discussed hereafter.In the Union Budget 2017-18, the Government of India has taken the following measures for the development of infrastructure.Increased total infrastructure outlay and defence capital expenditure by 10 per cent and 20.6 per cent to Rs 396,135 crore (US$ 59.18 billion) and Rs 86,488 crore (US$ 13.1 billion) respectively, over FY17 revised estimate.Railway expenditure allocation has increased by 8 per cent to Rs 131,000 crore (US$ 19.58 billion) for laying down 3,500 km of railway lines in 2017-18.Affordable housing has been given infrastructure status.Lock-in period for long-term capital gains on land and buildings has been reduced from three to two years.The Government of India launched a City Livability Index on June 23,2017, which would measure the quality of life in 116 major cities on a set of 79 parameters.The Government of India has approved an investment of Rs 67,523 crore (US$ 10.49 billion) towards urban development in Maharashtra, thereby recording the highest investment outlay towards urban infrastructure in any state in three years.The National Highways Authority of India (NHAI) launched its first overseas issue of Masala Bond at the London Stock Exchange in May 2017, attracting bids worth over Rs 3,000 crore (US$ 465 million), with aim of raising capital for funding the infrastructure projects in India.A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7 E3

Brahmaputra Infrastructure LimitedThe Union Cabinet, Government of India, has allowed state government agencies to borrow money from bilateral agencies in other countries to fund its infrastructure projects, in a bid to improve the funding options for infrastructure projects in the country.MrVenkaiah Naidu, Minister of Housing and Urban Poverty Alleviation, Government of India, launched 352 affordable housing projects worth Rs 38,000 crore (US$ 5.9 billion) in 53 cities across 17 states for building over 200,000 houses costing Rs 18 lakh (US$ 27,948) per house on average.The Government of India plans to invest Rs 11,421 crore (US$ 1.77 billion) to improve basic urban infrastructure in 61 cities and towns of Uttar Pradesh, having population exceeding 100,000 each by 2019-20, under the Atal Mission for Rejuvenation and Urban Transformation (AMRUT) scheme. The government has also approved investments in Tamil Nadu (Rs 11,237 crore or US$ 1.74 billion), Maharashtra (Rs 6,759 crore or US$ 1.05 billion), Haryana (Rs 2,544 crore or US$ 394.32 million), Chattisgarh (Rs 2,192 crore or US$ 339.76 milion), Manipur (Rs 180 crore or US$ 27.90 million) and Sikkim (Rs 39 crore or US$ 6.05 million) by 2019-20, under the same scheme.The Cabinet Committee on Economic Affairs (CCEA), Government of India, has approved the project to widen the Handia-Varanasi section of National Highway-2 in Uttar Pradesh, which would require an investment of Rs 2,147 crore (US$ 333.36 million).The Government of India has sought Parliament’s approval for an additional expenditure of Rs 59,978.29 crore (US$ 8.96 billion) for supporting the government’s rural jobs scheme, building rural infrastructure, urban development and farm insurance.The Ministry of Shipping plans to undertake development of 37 national waterways (NWs), out of the 111 NWs declared under the National Waterways Act 2016, in the next three years, which would have positive impact on reduction of overall logistics cost.The Government of India has laid out a roadmap to complete 23 Priority-I projects by 2016-17,31 Priority-ll projects by 2017-18 and balance 45 Priority-Ill projects by December 2019 under the Prime Minister Krishi Sinchayee Yojana (PMKSY) and Accelerated Irrigation Benefits Programme (AIBP).The Government of India plans to build 8,000 km of pavements and lay more cycle tracks in 106 cities in the next 5 years with an investment of Rs 80,000 crore (US$ 11.94 billion), in order to reduce carbon footprint in urban areas and promote activities like walking and cycling.The Central Electricity Authority (CEA) expects investment in India’s power transmission sector to reach Rs 2.6 lakh crore (US$ 38.85 billion) during the 13th plan (2017-22), and to enhance the transmission capacity of the interregional links by45,700 megawatt (MW).The monetisation of 75 publicly funded highway projects of value Rs 35,600 crore (US$ 5.32 billion) via toll-operate- transfer (TOT) mode will fetch adequate funds to finance road construction o f2,700 km length of roads *The Indian Railways plans to set up a US$ 5 billion Railways of India Development Fund (RIDF), which will serve as an institutional mechanism for the Railways to arrange funds from the market to finance various infrastructure projects.The Ministry Of Urban Development has approved investment of Rs 2,863 crore (US$ 433 million) in six states under the Atal Mission for Rejuvenation and Urban Transformation (AMRUT) scheme, for improving basic urban infrastructure over FY2017-20.Airports Authority of India (AAI) plans to increase its capital expenditure for 2017-18 by 25 per cent to Rs 2,500 crore (US$ 0.37 billion), primarily to expand capacity at 12 airports to accommodate increase air traffic, as per the Chairman of AAI.The Government of India and the Asian Development Bank (ADB) have signed US$ 375 million in loans and grants for developing 800 kilometer (km) Visakhapatnam-Chennai Industrial Corridor, which is the first phase of a planned 2,500 km East Coast Economic Corridor (ECEC).Road AheadSweden is interested in smart cities development in India and has put forward a Common Plan of Action for developing sustainable and environment-friendly public transport solutions and solid waste management for the smart cities underdevelopment.The Ambassador of Japan to India, MrKenji Hiramatsu, has conveyed Government of Japan’s inclination to invest and offer any other feasible support for various ongoing as well as upcoming development and infrastructure projects in the North-Eastern region of India.Exchange Rate Used: INR 1 = US$ 0.0155 as of April 17,2017.


Provisions for Infrastructure sector in Budget 2016-171. For transportation sector as a whole, including rail, roads, shipping, provision of ‘ 2,41,387 crores has been made

in 2017-18.2. For 2017-18, the total capital and development expenditure of Railways has been pegged at Rs. 1,31,000 crores.

This includes ‘ 55,000 crores provided by the Government3. For passenger safety, a Rashtriya Rail Sanraksha Kosh will be created with a corpus of Rs. 1 lakh crores over a

period of 5 years4. Unmanned level crossings on Broad Gauge lines will be eliminated by 20205. In the next 3 years, the throughput is proposed to be enhanced by 10%. This will be done through modernisation

and upgradation of identified corridors.6. Railway lines of 3,500 kms will be commissioned in 2017-18. During 2017-18, at least 25 stations are expected to

be awarded for station redevelopment.7. 500 stations will be made differently abled friendly by providing lifts and escalators.8. It is proposed to feed about 7,000 stations with solar power in the medium term.9. SMS based Clean My Coach Service has been started10. ‘Coach Mitra’, a single window interface, to register all coach related complaints and requirements to be

launched.11. By 2019, all coaches of Indian Railways will be fitted with bio toilets Tariffs of Railways would be fixed, taking into

consideration costs, quality of service and competition from otherforms of transport12. Anew Metro Rail Policy will be announced with focus on innovative models of implementation and financing, as

well as standardisation and indigenisation of hardware and software.13. A new Metro Rail Act will be enacted by rationalising the existing laws. This will facilitate greater private

participation and investment in construction and operation.14. In the road sector, Budget allocation for highways increased from Rs. 57,976 crores in BE 2016-17 to ‘ 64,900

crores in 2017-18.15. 2,000 kms of coastal connectivity roads have been identified for construction and development.16. Total length of roads, including those under PMGSY, built from 2014-15 till the current year is about 1,40,000 kms

which is significantly higher than previous three years.17. Select airports in Tier 2 cities will betaken up for operation and maintenance in the PPP mode.18. By the end of 2017-18, high speed broadband connectivity on optical fibre will be available in more than 1,50,000

gram panchayats, under BharatNet. A DigiGaon initiative will be launched to provide tele-medicine, education and skills through digital technology.

19. Proposed to set up strategic crude oil reserves at 2 more locations, namely, Chandikhole in Odisha and Bikaner in Rajasthan. This will take our strategic reserve capacity to 15.33 MMT.

20. Second phase of Solar Park development to be taken up for additional 20,000 MW capacity.21. For creating an eco-system to make India a global hub for electronics manufacturing a provision of Rs. 745 crores

in 2017-18 in incentive schemes like M-SIPS and EDF.22. A new and restructured Central scheme with a focus on export infrastructure, namely, Trade Infrastructure for

Export Scheme (TIES)will be launched in 2017-18.Macro Economic ReviewIn a backdrop of global uncertainty and slowing economic growth, India was a bright spot in 2016-2017 with robust macroeconomic fundamentals. The year was marked by two major domestic policy developments: passage of the Constitutional amendment which paved way for implementing the transformational Goods and Services Tax (GST), and the action to demonetise the Rs. 500 and Rs. 1,000 bank notes in the Country. The GST will create a common Indian market, improve tax compliance and governance, and boost investment and growth. It is also a bold new experiment in the governance of India’s cooperative federalism. The bill to implement GST has been passed in the Parliament and the country is poised to move to a GST regime from the second quarter o f2017-2018. Demonetisation had short-term costs. Contemporary evidence tended to suggest significant disruption for the first six to eight weeks due to unprecedented cash constraints throughout the economy. However, the national income data published by the


A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7 E U

Brahmaputra Infrastructure LimitedCentral Statistics Office (CSO) does not suggest any significant reduction in growth in the third quarter of 2016-2017, which coincided with demonetisation. The third quarter tends to be muted. In 2015-2016, the growth rate of real gross value added (GVA) in Q2 was 8.4%; while in Q3 it was 7%, or a sequential drop of 1.4 percentage points. In 2016-2017, GVAgrowth in Q2 was 6.7%, and in Q3 it was 6.6%. Thus, despite the effects of demonetisation for much of Q3 financial year 2017, the negative effect— as reported by the CSO — has been only 10 basis points. What the data so far suggests is that the demonetisation effect was more moderate than what the critics claimed it would be. And it looks as if its effects have been transitory. Although growth in 2016-2017 is expected to be less than what it was a year earlier, it needs to be stated that 6.7% GVA will be the highest among developed and large emerging markets of the world. Unless there are some serious unforeseen crises, India is now well placed to clock 7.3% to 7.5% growth in 2017-2018. Moreover, reforms such as overhauling the bankruptcy laws and giving banks more teeth to deal with their non-performing assets (NPAs), sustained increase in public infrastructure spending and continuing tight supervision of monetary policy suggests that India is again well placed fora period of sustained growth in excess of 7% per annum. Other major macroeconomic parameters like inflation, fiscal deficit and current account balance have also exhibited distinct signs of improvement in 2016-2017. Inflation measured by the Consumer Price Index (CPI), which averaged 4.9% during April-December 2016 (see Chart B), has displayed a downward trend since July, 2016 when it became apparent that the kharif agricultural production would be bountiful and reached 3.65% by February 2017. Core inflation has also been quite stable, hovering around 4.5% to 5% for most of 2016-2017. There was also some improvement in Government’s fiscal condition. Revised estimates suggest that with gross tax revenues increasing from 10.6% in 2015-2016 to 11.3% in 2016-2017, the fiscal deficit has reduced from 3.9% of GDP in 2015-2016 to 3.5% in 2016-2017. On the external economic front, the trade deficit declined by 23.5% in April-December 2016 over the corresponding period of 2015-2016. This was driven by a contraction in imports, which was far steeper than the fall in exports. Thereafter, during October to December, both exports and imports started a long-awaited recovery, growing at an average rate of more than 5%. In 2016-2017, therefore, not only has India established itself as the world’s fastest growing major economy, underpinned by a stable macro-economy with declining inflation and improving fiscal and external balances, but it has also emerged as one of the few economies enacting major structural reforms that have strong longerterm implications.India’s Construction SectorThe infrastructure sector is at the heart of growth of India. Estimates suggest that the country needs close to ‘ 31,000 billion (US$455 billion) to be spent on infrastructure development over the next five years, with 70% of funds needed for power, roads and urban infrastructure segments. Despite this need, India’s rank on infrastructure development in the Global Competitive Index was at 68 in 2016-2017 — an improvement of only 19 places compared to 2014-2015. Notwithstanding an enormous demand for physical infrastructure, the sector is facing significant challenges, as the developers, the financial community and the government grapple with stalled projects, non-performing loans and widening gap between performance and targets. Consequently, India’s construction growth in GDP terms has tapered off substantially since 2011-12. Chart C shows that after an impressive 10.8% growth in 2011-12, the sector has seen much lower activity since and grew by only 3.1% in 2016-2017. The worrying factor is that growth in overall Gross Fixed Capital Formation (GFCF) has also reduced significantly from 6.1% in 2015-2016 to 0.6% in 2016-2017. In the present business environment, owing to the existing high levels of debt, the construction companies are left with limited opportunity to raise further capital to fuel growth. To revive the construction sector, the Cabinet Committee on Economic Affairs has approved a series of initiatives, which are expected to help in improving liquidity in the short run and reform the contracting regime in the long run.PSUs/departments may seek the consent of the contractors/ concessionaires to transfer the arbitration cases initiated under the pre-amended Arbitration Act to the amended Arbitration Act, wherever possible.In case of claims where the PSU/departments has challenged the Arbitration Award, 75% of the award amount may be paid by the PSU to the contractor/ concessionaire against margin-free bank guarantee.All PSUs/departments issuing public contracts may consider setting up Conciliation Committees/Councils comprising independent subject experts in order to ensure speedy disposal of pending or new casesItem-rate contracts, may be substituted by EPC (turnkey) contracts, and PSUs/ Departments may adopt the model EPC contracts for construction works.Department of Financial Services, in consultation with the Reserve Bank of India (RBI), is formulating a one-time package for the construction sector which is expected to be announced shortly.These initiatives are expected to infuse appropriate liquidity into the construction sector and other infrastructure projects, which have been stranded and support the entire process of dispute resolution in relation to construction and real estate.


Brahmaputra Infrastructure LimitedThe RBI, too, has stepped in to regulate the unsustainable levels of debt. The new Bankruptcy code and the SDR/ S4A guidelines from the RBI are expected to revitalize several key projects. New financial options and sources are now available for infrastructure projects, and the RBI has also taken various steps to facilitate more investment in the sector, through new investment structures as well as through changes in the existing project lending and external commercial borrowing (ECB) guidelines.While dealing with legacy issues, the central government has also laid emphasis on pushing a new round of infrastructure development. This includes a slew of measures related to award of contracts, regulatory approvals, funding and exit mechanism fordevelopers.As a result, the infrastructure sector has been showing incipient signs of recovery, which is likely to further acquire momentum in the medium term with the positive proposals in the Union Budget 2017-2018. Total outlay for the sector is up by 10% to Rs. 3,96,135 crore in 2017-2018 over 2016-2017, with roads, bridges and railways seeing higher allocations of 7%-8% each.Our Company’s Business overviewWe are an Infrastructure company which provides EPC (Engineering, Procurement and Construction) services for Infrastructure Projects in India since 1998. We have the presence on PAN India basis and have a strong presence in Northern, Eastern and North-Eastern parts of India such as Delhi-NCR, Haryana, Punjab, Rajasthan, Uttar Pradesh, West Bengal, Bihar, Assam, Arunachal Pradesh and Mizoram etc. We are executing Infrastructure projects independently and in Joint Ventures.Over the years, we have built a strong organization base on PAN India basis and have executed and are executing praiseworthy projects in the different states and fordifferent clients. Presently we are having the Un executed orders to the tune of Rs 1072 Crores fordifferent segments such as Roads, Bridges, Tunnels, Buildings, other Misc works etc. awarded from reputed govt, departments.

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Brahmaputra Infrastructure LimitedState I Region wise summary distribution of Projects in terms of value and ratio:A. Northern Region: Amount in Lakhs

Sr. No. State Un-executed Orders % of Work

1 Punjab 24,984.18 23.31

2 Uttar Pradesh 573.18 0.53

3 Jammu & Kashmir 3254.37 3.04

4 Chattisgarh 6577.99 6.14

5 Uttarakhand 4980.00 4.65

Total 40,369.72 37.66

B. Northern East Region:


1 Assam 57,183 53.34%

2 Mizoram 800.41 0.75%

3 Manipur 1720.15 1.61%

Total 59,703.68 55.70%

C. Eastern Region:


1 Bihar 442.09 0.41%

Total 442.09 0.41%

D. Western Region:


1 Maharashtra 6217.47 5.80%

2 Rajasthan 466.32 0.44%

Total 6683.79 6.23%

Segment wise summary as on 31 -03-2017 of Un-executed Orders:

Sr. No. Segment Un-executed Orders % of Work

1 Buildings Construction 25,879.49 24

2 Rail Over Bridge/Bridges/ flyovers 74,272.04 69

3 Highways & Roads 950.73 1

4 Heavy Civil Construction 6097.02 6

Total 107,199.28 100

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Brahmaputra Infrastructure LimitedBIL Strategic Overview:In this business environment, BIL adopted a two-pronged strategic approach. On the one hand, it looked inwards to create a more competitive and resilient enterprise with clear focus on developing processes, people and a strong performance driven organisation culture. On the other, it leveraged the best mix of revised policy and regulatory measures to streamline cash flows and create a suitable platform for continuing business operations efficiently and servicing market opportunities.On enhancing internal efficiencies, BIL has adopted a management ethos that focuses on achieving a clear set of objectives. The goals include:(a) Further enhancing efficiencies in operations across all lines of business including related group companies.(b) Addressing the cash flow situation in the core engineering and construction business and also charting a clear

strategic and financial blueprint for key investments.(c) Translating strategic intent to on-ground commitment of delivering high quality products for all customers.(d) Translating strategic intent to on-ground commitment of delivering high quality products for all customers.(e) Growing the order book with a well distributed portfolio across various segments of the infrastructure industry.(f) Emphasising effective deployment of resources forgreater productivity and cost optimisation.By adopting these broad management goals, BIL expects to leverage the collective spirit of its people to chart the Company’s turnaround over the next few years. While the turnaround process will be necessarily gradual, it will also involve substantial structural changes, instead of relying only on incremental improvements. With a new executive leadership in place, the platform to embark on this journey was laid out in 2016-2017.BIL continued with its efforts at securing new orders and maintain a healthy order book. However, pressures on working capital did affect execution. Consequently revenues remained flat in 2016-2017. Even so, considerable efforts have been made on increasing productivity and cost optimisation across projects at the sites. These have borne positive results, and are now engrained as a part of its continuous improvement mechanism.In parallel to the efforts on strengthening its internal capabilities, BIL laid major emphasis on financially restructuring the Company and release as much cash as possible to sustain and grow operations.In 2012, the banks had sanctioned BIL a restructuring package under the aegis of the ‘Corporate Debt Restructuring (CDR)’ scheme. However, the financial state of the Company remained under stress due to a further slowdown in the industry and the slow pace of dues recovery from customers. Recognising the need fora more definitive solution, the joint lender’s forum in its meeting held and agree to resolve under RBI Guidelines “on Scheme for Sustainable Structuring of Stressed Assets (S4A).” the matter is under process and likely to be approved soon.BIL Sector wise Performance:During the financial year 2016-17, BIL generated a revenue from two sectors one is EPC and another one is Real Estate detail are as follows:EPC Sector:During the period under review Company generate 90.61% of the total revenue from EPC sector which is Rs. 1,928,711,538. Profit aftertax is Rs. 24,890,660. Thus, financial year 2016-17 is tough from the point of view EPC segment.Real Estate Sector:During the period under review Company generate 9.39 % of the total revenue from Real Estate sector which is Rs. 199,982,046. During the Period under review PAT of this sector is in Negative (17,872,969).


Brahmaputra Infrastructure LimitedAwards/New Contracts received by the Company during the financial year 2016-17:In financial year 2016-17 and up to first Quarter of financial year 2017-18 Company received a new Contracts/ awards of an total amount of Rs. 781.30 Crores from various Authorities as follows, Some of the Projects are in JV'S in which Brahmaputra Infrastructure Limited is JV Member:

Sr. No. Name of Work Client Rs in Cr. LOA Dated

1. Construction of 4 lane ROB in KM 161.00(Ajabpur) on NH- 72(New 07) in Dehradun in the State of Uttarakhand

PWD Dehradun Uttarakhand

49.80 24August2016

2. Construction of ROB in lieu of Level crossing A/12/B/2 at Km. 112-113 of NH-15 (New NH-54) at Amritsar along with High Level Bridge over adjoining UBDC Canal in the state of Punjab

Punjab PWD (B&R) Chandigarh

113.31 22September2016

3. Construction of Rail over bridge and its approaches in lieu of railway crossing No . B-92/A-2 on Bathinda Barnala Dhuri Railway Section at Km 110/11-12 on Nh-71 (703) Section Moga- Ramgarh-Barnala Road at Km 146.650 at Barnala

The Chief Engineer, Punjab PWD (B&R) Mini Sectt., Sector-9, Chandigarh

38.89 26September2016

4. Construction of ROB including approaches of existing Level Crossing No. 26 at Km. 235.240 of NH-15 (New 54) near Kotkapura in the state of Punjab

Punjab PWD (B&R), Chandigarh

75.51 14October2016

5. Construction of residential complex at Rehabari, Guwahati Govt, of Assam,Project Management Unit, AssamProject on Forest and Biodiversity Conversation Society, Aranya Bhawan, Panjabari, Guwahati

44.08 04April2017

6. Execution of work “Assam Hills Medical College & Research Institute, Diphu Karbi Anglong" on Turn Key basis vide Letter of Acceptance dated 9.7.12 The original cost of Project was Rs. 156.55 crores vide LOA dated 9.7.12 which was enhanced to Rs. 209.00 crores vide revised LOA dated 17.4.17

Office of the Mission Director, National Rural Health Mission, Assam,G.S. Road, Shreenagar Path, Christian Basti, Guwahati-5

52.45 17April2017

7. CE/CON/B-S/MB/2016/14 Construction of foundation and sub structure over pile foundation for Tall Bridge including all other ancillary works and protection works in between stations Bairabi and Sairang in connection with the construction of new BG Railway line from Bairabi to Sairang (Mizoram).

Chief Engineer, N.F. Railway, Maligaon, Guwahati

98.41 30May2017

8. CE/CON/B-S/MB/2016/12 Construction of foundation and sub structure over pile foundation for Tall Bridge no 89 (3x103.50m steel girder) including all other ancillary works and protection works in between stations Bairabi and Sairang in connection with the construction of new BG Railway line from Bairabi to Sairang (Mizoram).


126.48 06June2017

9. Construction of Flyover including ROB at Maharana Pratap Chowk, Bilaspur including improvement of slip / service roads and junction, Electrification on design and Built Basis

Government of Chhattisgarh Urban Administration & Development

65.78 21June2017



116.59 23June2017


Brahmaputra Infrastructure LimitedOngoing Projects of the Company:Following are the details of ongoing Projects of the Company are as follows:

Sr. No. Project Description

1. Design And Construction Of 1000 M Long Multi Span Pmt Psc Box Girder Bridge Including Ssi OverUjh NallahAt Km 4.170 On Road Parole-Koreponnu-Rajpura Linder Project Sampark In J&K State

2. Construction of ROB in replacement of existing Level Crossing No. A-54/E-2 at Km. 198.050 of NH-95 (Old) / NH-05 (New) at Ferozepur in the state of Punjab on EPC mode

3. Construction of ROB including approaches of existing level crossing no.S-26 at KM 235.240 of NH-15 ( New NH-54) near kotkapura in the state of Punjab on EPC mode.

4. Construction of ROB in lieu of Level Crossing A/12/B/2 at KM 112-113 of NH-15(54) at Amritsar along with High Level Bridge over adjoining UBDC Canal in the State of Punjab on EPC Mode ( Job No.NH-15/Punjab(3)-15-16-008- S&R(B))

5. Construction og Rail Over Bridge and its approaches in lieu of Railway section at km. 110/11 -12 on NH-71 (703) section Moga Ramgarh Barnala road at Km.140.650 at Barnala in the State of Punjab on Engineering Procurement & Construction (EPC) mode.

6. Construction of Four Land ROB in KM.161 on NH-72 (New No.07) at Ajabpur Railway Crossing in the State of Uttarakhand in EPC Mode.

7. Construction of Flyover including ROB at Maharana Pratap Chowk, Bilaspur including improvement of slip / service roads and junction, Electrification on design and Built Basis

8. Raising and strengthening of Adhwara left and right embankment other associated work.

9. Construction of Road over Bridge and its approaches as per specifications, at Railway KM 136/9 -10 in Hindaun City, Rajasthan

10. Construction of single line BG Tunnel No.6 (App. Total length 1200 RM) at Km.32.740 to Km.33.940 in between station Kaimai Road and Kambiron Road in connection with Construction of New Railway Line Project Jiribam -Tupul(lmphal) of N.F.Railway (Construction).

11. Assam Hills Medical College & Hospital, Diphu, Karbi Anglong

12. Construction of 2-lane Silchar bypass with paved shoulders under SARDP-NE, Phase ‘A’ under Silchar PWD NH Division, in the state of Assam. (Construction of major Bridge over river Barak).

13. Construction of G + 5 storied Guest House No. 2 at I IT Guwahati campus

14. Turnkey Design and construction of central Library & Archive cum Auditorium atAmingaon, Guwahati.

15. Flood Management of river Ranganadi along with river training work on both embankments in Lakhimpur District (Assam), Package No. ASWR/Rng/2014/10

16. Rehabilitation of ChinamaraTitaborRoad (Jt-M-1), Package No. ASRP/REH/NCB/11

17. Construction of Residential Complex at Rehabari, Guwahati - 08

18. CE/CON/B-S/MB/2016/12 Construction of foundation and sub structure over pile foundation for Tall Bridge no 89 (3x103.50m steel girder) including all other ancillary works and protection works in between stations Bairabi and Sairang in connection with the construction of new BG Railway line from Bairabi to Sairang (Mizoram).



A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7 E H

OutlookThe year gone by has once again reinforced the strength of management to steer the company through troubled waters. In financial year 2016-17 there was growth on all operational and financial parameters. The company has potential and will outperform in the coming years with improvement in the economy and macro-economic fators. With strong and stable government at the centre, the business outlook of construction industry has changed in a positive direction. The company is expected good cash inflow of fresh orders in the financial year2017-18.Challenges in the sector have thrown immense opportunities to experienced players like BIL. The adaptability to meet the challenges and encash the opportunities available through a well balanced business plan support by strong balance sheet along with increased spending in infrastructure segment in India will help your company to reap the benefit of the opportunities by evaluation various options for venturing into other infrastructure activities and maximize shareholder's value.Internal Control Systems and their AdequacyBIL has an adequate system of internal control to ensure that the resources of the Company are used efficiently and effectively, all assets are safeguarded and protected against loss from unauthorized use or disposition and the transactions are authorised, recorded and reported correctly, financial and other data are reliable for preparing financial information and other data and for maintaining accountability of assets. The internal control is supplemented by extensive programme, review by management, documented policies, guidelines and procedures.Human Resource / Industrial relationsWith a new strategic imperative, quality of human resources will play a very important role in the future of BIL. The Company is actively working on developing a culture driven by the collective spirit of experience and company-wide ownership. Assignment, empowerment and accountability will be the cornerstone of the people led processes. In 2016-2017, with BIL growing its order book, resource mobilisation for new projects became a key HR imperative. With the growing number of projects, hiring was also done at the leadership levels in the areas of operations, engineering and design to strengthen the quality of project execution. New talent was also inducted at the middle and junior levels. While adequate number of people were hired for effective execution, there were strong budget controls imposed to effectively balance the twin objectives of growth and cost control. As of March 31,2017, the number of engineers and officers employed by the Company was 190. New employee induction and training for the existing employees continued to remain focused on functional, technical and behavioural areas. Safety related training also remained an important area of intervention. With new projects getting awarded and many project managers being new to the BIL system, an exhaustive induction program covering all functions and processes was developed and implemented.Financial performance and resultsThe Financial statements have been prepared in compliance with the requirements of the Companies Act and the Accounting Standards issued by the Institute of Chartered Accountants of India.1. Turnover: The Company recorded turnover of Rs. 2,12,86,93,584 during the year 2016-17 as against Rs.

2,22,89,31,207 in previous year.2. Finance costs: Finance costs for the year amounted to Rs. 37,85,32,279 as against the previous year of Rs.

40,63,05,036.3. Depreciation: The current year depreciation amounted to Rs. 122,317,089 as against Rs. 140,032,064 of

previous year.4. Profit:

a) Profit before Depreciation and Taxation amounted to Rs. 90,455,807 as against the previous year of Rs. 45,435,229.

b) Provision for taxation & deferred tax for the year amounting to Rs. 36,39,525 as against the previous year of Rs. (1,644,344).

c) ProfitaftertaxfortheyearamountedtoRs.70,01,035 as againstthe previous year of Rs. 53,73,581.5. Fixed Assets: During the year the fixed assets of the company decreased from Rs to Rs. 58,90,41,738 to Rs.

47,02,69,872.6. Inventories: Inventories amounted to Rs. 3,31,86,23,234 as against Rs. 3,46,68,67,505 of previous year.7. Trade Receivables: Trade receivables amounted to Rs. 1,01,15,98,628 as against Rs.78,54,29,431 of previous

year.8. Long term Loans and Advances: Long term Loans and advances represent Rs. 182,956,992 as against Rs.

402,939,429 in previous year.


A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7 EH

Brahmaputra Infrastructure LimitedAnnexure E

REPORT ON CORPORATE GOVERNANCE FOR THE YEAR 2016-17(Pursuant to Regulation 27 (2), LODR, 2015 of the Listing Agreements entered into with the Stock Exchange)

Company's policies on the Corporate Governance and compliance report on specific areas wherever applicable for the financial year ended March 31,2017 are given hereunder:-1. Company's Philosophy on Code of Governance

The welfare of the stakeholders of the Company forms the crux of the Company's Corporate Governance Policy. The Company's philosophy strives to ensure that its business strategies and plans prioritise the welfare of all stakeholders, while at the same time, maximizing shareholders' value on a sustained basis. The Board of Directors, Management and Employees of the Company consistently envisage attainment of the highest level of transparency, integrity and equity in all facets of the operations of the Company and also in its interactions with the stakeholders. The Company is committed to benchmark itself with the best standards of Corporate Governance, not only in form but also in spirit.

2. Board of DirectorsComposition & Size of BoardAs on 31st March 2017, the Board of Directors of the Company comprises of 5 directors, of which 3 directors are executive and 2 directors are non-executive and whereas both the non-executive directors are Independent Directors which ensures a good blend of executive and independent directors, and achieves the desired level of independence of the board. All the non-executive directors are professionals having a wide range of expertise and experience in management, administration, business, finance etc. which bring their wide range of skills and experience to the board.During the financial year 2016-17, Five Board Meetings were held on 30th May 2016, 12thAugust 2016, 05th September 2016,14th November 2016,13thFeburary 2017. The gap between any two meetings never exceeded four months as stipulated in clause 27 (2) of LODR, 2016. The Agenda papers, containing all the necessary information, are made available to the Board well in advance to enable the Board to discharge its responsibilities effectively and take informed decisions. Where it is not practicable to attach or send the relevant information as a part of Agenda papers, the same are tabled at the Meeting.Note: Mr. N.N. Batabyal Resigned as Independent Non-Executive Director of the company w.e.f. 06-02-2017. Composition of Board of Directors during the financial year 2016-17 and other details are as follows:-

Name of the Director Designation Category

Other then Brahmaputra Infrastructure

Limited Directorships

Membership of other Board Committees

Member Chairman

Mr. Sanjay Kumar Mozika Joint Managing Director Executive 1 1 Nil

Mr. Sanjeev Kumar Prithani Joint Managing Director Executive 0 Nil Nil

Mr. Rajesh Singh Whole Time Director Executive 0 Nil Nil

Mrs. Khushboo Jhuria Director Non Executive / Independent 0 Nil Nil

Mr. N.N. Batabyal* Director Non Executive / Independent 0 Nil Nil

Mr. Kuladhar Saharia Director Non Executive / Independent 0 Nil Nil

*Ceased to be Director W.e.f. Mr. N.N. Batabyal 06.02.2017

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7

Brahmaputra Infrastructure LimitedNote 1: Private Companies, Section 8 Companies and Foreign Companies have not been included for the calculation

of directorships in companies.Note 2: Audit Committee & Shareholders' Grievance Committee have been considered for the purpose of

membership and chairmanship held by the director in public limited companies.Except Mr. Manoj Kumar Prithani, Chief Executive Officer and Mr. Sanjeev Kumar Prithani, Joint Managing Director who are brothers and Mr. Sanjay Kumar Mozika, Joint Managing Director, who is a cousin brother, no other director is related to any other Director/KMP.Director's attendance record during the financial year 2016-17

Name of the DirectorNo. of Board

Meetings Held during the year

No. of Board Meetings Attended

Last AGM (Whether Attended)

No. of Shares Held as on 31.03.2017

Mr. Sanjay Kumar Mozika 5 5 No 2,03,000

Mr. Sanjeev Kumar Prithani 5 5 Yes 14,81,534

Mr. Rajesh Singh 5 5 Yes Nil

Mrs. Khushboo Jhuria 5 2 No Nil

Mr. Kuladhar Saharia 5 4 Yes Nil

Mr. N. N. Batabyal * 5 4 Yes Nil

Note: Mr. N.N.Batabyal resigned from the Board of Directors of the Company on dated 06.02.2017 Committees of the BoardThe Board has constituted various committees for smooth and efficient operation of the activities and is responsible for constituting, assigning, co-opting and fixing the terms of reference in line with the laws of land. The draft minutes of the proceedings of each committee meeting are circulated to the members of that committee for their comments and thereafter, confirmed in its next meeting. The board also takes note of the minutes of the meetings of the committees duly approved by their respective chairman and the material recommendations / decisions of the committees are placed before the Board for approval. The Chairman, quorum and the terms of reference of each committee has been approved by the Board.

3. Audit CommitteeAs a measure of good corporate governance and to provide assistance to the Board of Directors in fulfilling the Board's oversight responsibilities, an Audit Committee has been constituted and headed by an Independent Director.The Audit Committee constituted by the Board of Directors consists of the following members during the financial year2016-2017:1. Mrs. Khushboo Jhuria : Chairman2. Mr. KuladharSaharia : Member3. Mr. Rajesh Singh : Member4. Mr. N.N.Batabyal : MemberAll the members of the Audit Committee except Mr. Rajesh Singh are Non-executive Directors. All the members of Audit Committee are financially literate and have expertise in accounting and related financial management matters.Mrs. Khushboo Jhuria, a Non-executive Independent Director is Chairman of the Committee and Company Secretary of the Company acts as a secretary to the Committee.The terms of reference of the Audit Committee are in line with the powers, duties and responsibilities stipulated in Regulation 27 (2), LODR of the Listing Agreement.The functions of Audit Committee are as per Company Law and Listing Agreement with Stock Exchanges. These include overseeing of Company's financial reporting process, recommending the appointment and removal of external auditors, reviewing the annual financial statements, financial management policy, adequacy of internal control system and internal audit functions.


Brahmaputra Infrastructure LimitedDuring the financial year 2016-17, five Committee Meetings were held on 30th May 2016,12th August 2016,05th September 2016,14th November 2016,13th February 2017. The attendance of members during 2016-17 was as follows:

Name of the Members Status No. of Meetings During the Tenure

No. of Meetings Attended

Mrs. Khusboo Jhuria Chairman 5 4

Mr. Kuladhar Saharia Member 5 3

Mr. Rajesh Singh Member 5 5

Mr. N. N. Batabyal * Member 5 4

Note: Mr. N.N.Batabyal resigned from the Committee on dated 06.02.20174. Remuneration Committee

The Company is transparent in compensation policy of Directors. The Committee sets the overall policy on remuneration and the other terms of employment of executive directors of the company within the overall ceiling fixed by the members of the Company and recommend the same for the approval of the Board. The Committee recommends remuneration package of Executive Directors to the Board by reference to individual performance, experience and market conditions with a view to provide a package which is appropriate for the responsibilities involved.The Remuneration Committee constituted by the Board of Directors comprises of following three non-executive independent directors during the financial year 2016-17 as follows :-1. Mr. KuladharSaharia : Chairman2. Mrs. Khushboo Jhuria : Member3. Mr. N.N.Batabyal : MemberDuring the financial year 2016-17, five Committee Meetings were held on 30th May 2016,12th August 2016,05th September 2016,14th November 2016,13th February 2017. The attendance of members during 2016-17 was as follows:

Name of the Members Status No. of Meetings Held


Mr. Kuladhar Saharia Chairman 5 3

Mr. N.N. Batabyal* Member 5 4

Mrs. Khushboo Jhuria Member 5 3

Note: Mr. N.N.Batabyal resigned from the Committee on dated 06.02.2017The details of remuneration and/or sitting fee paid/payable to the Directors for the financial year ended 31st March, 2017 are set out below:

(a) Non-Executive Directors:(Amount in Rs.)

Name o f Directors Sitting Fees

Mr. Kuladhar Saharia 1,10,000

Mrs. Khushboo Jhuria 80,000

Mr. N. N. Batabyal 1,20,000


None of the non-executive directors receive any remuneration apart from sitting fees for meetings attended by them.

(a) Executive Directors: (Amount in Rs.


Name& Designation Salary Per Annum

Perquisites & Other Allowances Total

Mr. Rajesh Singh, Whole Time Director 5,97,942 0 5,97,942

5. Shareholders' Grievance CommitteeThe committee was formed on 11.03.2013 to review and redress the investors' grievances / letters regarding various matters. Following are the members during the financial year 2016-17.During the financial year 2016-17, Five Committee Meetings were held on 30th May 2016,12th August 2016,05th September 2016,14th November2016,13thFeburary2017.

Name of the Members Current Status No. of Meetings Held


Mr. N. N. Batabyal* Chairman 5 4




Note: Mr. N.N.Batabyal resigned from the Committee on dated 06.02.2017 Investors' GrievancesThe following table shows the complaints received from shareholders during 2016-17

Pending as on April 1, 2016

Received during the year

Replied / Resolved during the year

Pending as on March 31, 2017

0 0 0 0

No share transfer/transmission and demat request was pending as on 31st March, 2017.6. Corporate Social Responsibility Committee

The committee was formed on 30.09.2014 to comply all the provisions of the CSR as per section 135 of the Companies Act 2013.Following are its members:1. Mr. N.N. Batabyal (Chairman)*2. Mr. Kuladhar Saharia (Member)3. Mr. Rajesh Singh (Member)4. Mrs. Khushboo Jhuria (Member)During the financial year 2016-17, Five Committee Meetings were held on 30th May 2016,12th August 2016,05th September2016,14th November 2016,13thFeburary2017.

Name of the Members Current Status No. of Meetings Held


Mr. N. N. Batabyal* Chairman 5 4





Note: Mr. N.N.Batabyal resigned from the Committee on dated 06.02.2017CSR part is not apply on the company in the financial year 2016-17.

7. Vigilance CommitteeAs a measure of good corporate governance and to provide assistance to the Board of Directors in fulfilling the Board’s oversight responsibilities, An Vigilance Committee has been constituted and headed by an Independent Director.The Vigilance Committee constituted by the Board of Directors consists of the following members as on March 31, 2017:1. Mr. Kuladhar Saharia: Chairman2. Mrs. Khushboo Jhuria: Member3. Mr. Rajesh Singh: Member4. Mr. N. N. Batabayal: MemberAll the members of the Vigilance Committee except Mr. Rajesh Singh are Non-executive Directors. All the members of Vigilance Committee are financially literate and have expertise in accounting and related financial management matters.Mr. Kuladhar Saharia, a Non-executive Independent Director is Chairman of the Committee and Company Secretary of the Company acts as a secretary to the Committee.The functions of Vigilance Committee are as per Company Law and Listing Agreement with Stock Exchanges. These include overseeing of Company’s financial reporting process, recommending the appointment and removal of external auditors, reviewing the annual financial statements, financial management policy, adequacy of internal control system and internal audit functions.During the financial year 2016-17, Five Board Meetings were held on 30th May 2016, 12th August 2016, 05th September 2016,14th November 2016,13th Feburary 2017. The attendance of members during 2016-17wasas follows.


Name of the Members Current Status No. of Meetings during the tenure


Mr. Kuladhar Saharia Chairman 5 3


Mrs. Khusboo Jhuria Member 5 4

Mr. N.N. Batabyal* Member 5 4

Note: Mr. N.N.Batabyal resigned from the Committee on dated 06.02.2017 8. General Body Meetings

The location and time of the Annual General Meetings held during the last three years were as follows:

FinancialYear Date & Time Type of

Meeting Venue of Meetings Whether any special resolutions passed, if yes, particulars of Special Resolution

2013-14 30.09.2014 AGM Modi Hall, PHD Chamber of commerce and industry, PHD House, 4/2 siri Institutional Area, August Kranti Marg, New Delhi-110016

Yes(1) Re-appointment of Mr. Sanjeev Kumar Prithani

as Joint Managing Director for a period of 5 years.

(2) Revision in Managerial Remuneration of Mr. Manoj Kumar Prithani who is a brother of Mr. Sanjeev Kumar Prithani.

(3) Revision of Borrowing Powers under section 180 (1) (c) of the companies act, 2013 up to Rs. 1,000 crores.

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7 E O

Brahmaputra Infrastructure LimitedFinancial

Year Date & Time Type of Meeting Venue of Meetings Whether any special resolutions passed,

if yes, particulars of Special Resolution

2014-15 26.03.2015 EGM (1) Alteration of Articles of Association(2) Issue and offer of Redeemable Preference

Shares on a Private placement basis pursuant to Corporate Debt Restructuring Scheme and other matter related to CDR.

2014-15 30.09.2015 AGM Govindam banquet, behind Mother Dairy, Sector-7, Dwarka, New Delhi-110075

(1) Revision of Borrowings Powers of the Company from 1000 Crores to 1500 Crores. (Special resolution)

2015-16 30.09.2016 AGM Govindam banquet, behind Mother Dairy, Sector-7, Dwarka, New Delhi-110075

No Special Resolution were passed

No resolution was passed through postal ballot during the financial year 2016-17 and there is no resolutionproposed to be conducted through postal ballot.

9. Disclosures(a) There are no materially significant related parties transactions entered in to by the company with its

promoters, directors or management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the Company at large. A statement in summary form of transactions with the related parties during the year in the ordinary course of business is disclosed in the notes to the accounts in this Annual Report as perAccounting Standard 18 of the Institute of Chartered Accountants of India.

(b) There is no non compliance by the Company and no penalties and strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority on any matter related to capital markets, during the last three years.

(a) There has been no documented whistle blower policy, however, no personnel has been denied access to the audit committee.

(b) All mandatory requirements of Regulation 27 (2), of LODR, 2015 of the Listing Agreement have been compiled with by the company.

10. Means of CommunicationBesides communicating to the stock exchanges on which the company’s shares are listed, the notices of board meetings at which quarterly/half yearly results get approved are published in the following newspapers:-

Particulars Name of the Newspaper

English Newspapers Financial Express and Business Standard

Vernacular Newspaper Business Standard, Jansatta and Rashtriya Sahara

*Website address of the Company on which financial results and other information are displayed: www.brahmaputragroup.com. Pressrelease or any significant event is first intimated to the Stock Exchanges and then posted on the website of the Company. Presentations are made available to institutional investors / research analysts on theirspecific request (s) if any.

11. General Shareholders' Information(i) (i) 19th Annual General Meeting

Date 30th November, 2017 Day Thursday Time 10.00A.MVenue : Gokul Garden, Sector-7, Dwarka, New Delhi-110075

(ii) Financial Year: April 1 to March 31 of the preceding year



Brahmaputra Infrastructure Limited(iii) Financial Calendar

Financial Results for the quarter ending Jun 30, 2016

Within 45 days of the end of the quarterFinancial Results for the quarter & half year ending Sep 30, 2016

Financial Results for the quarter ending Dec 31, 2016

Financial Results for the quarter & year ending Mar 31, 2017 Within 60 days of the end of the year

(iv) Date of Book Closure : 24.11.2017to30.11.2017 (Both days inclusive)

(v) Dividend Payment Date: Not Applicable(vi) Listing on Stock Exchanges and Stock Codes

1. BSE Limited-535693; Scrip name: BRAHMINFRA(vii) ISIN

The ISIN of the Company is INE320I01017(viii) Market Price Data

The Securities of company were listed and permitted for trading on BSE Limited on 27.06.2013.High/ Low of market price of the Company’s equity shares traded on BSE during the last financial year as follows:

BSE

MonthShare Price

VolumeHigh Low

April 30.65 23.50 71,599

May 39.60 23.60 230,944

June 41.00 26.95 149,146

July 42.00 31.40 416,480

August 40.00 30.15 138,157

September 43.95 30.15 11,60,257

October 37.60 27.15 1,69,186

November 36.50 26.90 64,148

December 30.45 25.45 38,958

January 30.00 25.10 76,140

February 31.90 24.90 108,079

March 27.00 18.75 237,464

(ix) Registrar and Transfer Agent & Share Transfer SystemM/s. Link Intime India Private Limited, New Delhi has been appointed as the Registrar and Share Transfer Agent of the Company for handling the share transfer work both in physical and electronic form. All correspondence relating to share transfer, transmission, dematerialization, rematerialisation etc. can be made at the following address:-M/s Link Intime India Priate Limited44, Community Centre, 2nd Floor, Naraina Industrial Area, Phase-1,Near PVR Cinema, New Delhi-110028Contact Person: Mr. Deo Kumar/ Mr. SwapanPhone:011-41410592/93/94 | FaxNo.:011 -41410591


Brahmaputra Infrastructure Limited(x) Share Transfer System

All valid requests for transfer/transmission of Equity shares held in physical form are processed within a period of 15 days from the date of receipt thereof and the Share Certificates duly transferred are immediately returned to the transferee/ lodger. Transaction in the dematerialized Shares are processed by National Securities Depository Limited (NSDL)/Central Depository Services Limited (CDSL) through the Depository Participants with whom the Shareholders have opened their demat accounts.

(xi) Dematerialization of shares and liquidityThe equity shares of your Company have been compulsorily traded in dematerialized form and the Company has agreements with both the depositories i.e., National Securities Depository Limited and Central Depository Services (India) Limited. As on 31st March 2017, 28,433,550 equity shares constituting of 97.98% of the total paid up capital of the companies are dematerialized. The reconciliation of both physical and demat shares are up to date and tallies with the total paid-up capital of the Company.

(xii) Share Transfer SystemThe Company’s shares are traded in the Stock Exchanges in demat mode. These transfers are affected through NSDL and CDSL. Transfer of shares in physical form is processed and approved by registrar & Transfer Agent and Company Secretary from time to time and the certificates are returned to the shareholders within 15 days from the date of receipt, subject to documents being valid and complete in all respects.

(xiii) Distribution of shareholdingThe distribution of shareholding as on 31 st March 2017 was as follows:-

Shareholding of Nominal Value in Rs. No. of Shareholders % No. of Equity Shares %

1 - 2500 1336 84.18 6,51,636 2.24

2501 - 5000 85 5.37 3,20,167 1.10

5001 -10000 46 2.90 3,38,043 1.16

10001 -20000 41 2.89 5,97,782 2.06

20001 - 30000 9 0.56 1,90,461 0.65

30001 - 40000 8 0.53 2,53,796 0.87

40001 - 50000 15 0.94 6,69,661 2.30

50001 - 100000 15 0.94 10,58,811 3.64

100001 & above 26 1.64 24,938,043 85.98

Total 1581 100.00 29,018,400 100.00

(xiv) Outstanding ADRs/GDRs/Warrants or any Convertible instruments, conversion date and likely impact on equityThe Company has not issued any ADRs / GDRs / Warrants.

(xv) Plant LocationsCorporate & Registered Office : Brahmaputra House, A-7 Mahipalpur,

(NH-8, Mahipalpur Crossing)New Delhi-110037

Regional Office Guwahati Royal Plaza, 4th Floor,Opp. International Hospital,Christian Basti, G. S. Road,Guwahati-781005

The Company's project execution activities are undertaken at the location of the clients.


Brahmaputra Infrastructure Limited(xvi) Address for correspondence Brahmaputra Infrastructure Limited

Brahmaputra House, A-7, Mahipalpur (NH-8 Crossing),New Delhi-110 037Tel No.: 011-42290200, Fax No.: 011 -41687880 E-mail: [email protected]\

Code of ConductThe Board has adopted a Code of Conduct for the Board Members and Senior Management personnel of the Company. The same has also been posted on the website of the Company. All Board Members and Senior Management personnel have affirmed their Compliance with the code. Adeclaration signed by the Managing Director is given below:

This is to certify that the company has laid down its Code of Conduct for all the Board Members and Senior Management of the Company and the copies of the same are uploaded on the website of the Company - www.brahmaputragroup.comIt is hereby affirmed that during the year 2016-17, all the Directors and Senior Managerial personnel have complied with the Code of Conduct and have given a confirmation in this regard.

On behalf of the Board Brahmaputra Infrastructure Limited

Sd /-Date: 04.11.2017 Sanjeev Kumar PrithaniPlace: New Delhi Chairman



Brahmaputra Infrastructure LimitedCEO/CFO Certificate

The Board of Directors Brahmaputra Infrastructure Limited New Delhi

We have reviewed the financial statements and the cash flow statement of Brahmaputra Infrastructure Limited for the year ended 31stMarch, 2017andtothe best of our knowledge and belief:(a) (i) these statements do not contain any materially untrue statement or omit any material fact or contain

statements that might be misleading;(ii) These statements together present a true and fair view of the Company’s affairs and are in compliance with

existing Accounting Standards, applicable laws and regulations.(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year

which are fraudulent, illegal or volatile of the Company’s code of conduct.(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have

evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take for rectifying these deficiencies.

(d) We have indicated to the Auditors and the Audit Committee:-(i) Significant changes in internal control overfinancial reporting during the year;(ii) Significant changes in accounting policies made during the year and the same have been disclosed in the

notes to the financial statements; and(iii) There are no instances of fraud of which we have become aware and the involvement therein, neither the

management nor any employee having a significant role in the Company’s internal control system over financial reporting.


Sd /- Sd /-Manoj Kumar Prithani Pankaj GoyalChief Executive Officer Vice President (Finance)

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7 E 3

Brahmaputra Infrastructure LimitedCertificate on Corporate Governance

To the Members of Brahmaputra Infrastructure Limited,

We have examined the Compliance with conditions of Corporate Governance by Brahmaputra Infrastructure Limited (“the Company”) for the year ended March 31,2017, as stipulated in Regulation 27(2), of LODR,2015 of the Listing Agreement of the said Company with the Stock Exchanges concerned in India.

The compliance with conditions of Corporate Governance is the responsibility of the Company's Management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representations made by the Directors and Management, we certify that the Company has complied with all the conditions of Corporate Governance as stipulated in Regulation 27(2), of LODR, 2015 of the above mentioned Listing Agreement.

We state that in respect of the investor Grievances, the Registrar and Share Transfer Agent of the Company has maintained the relevant records and certified that as on 31st March, 2017 there was no investor grievance pending against the Company.

We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

Place :Vaishali Date: 18.09.2017

For NKS & CompanyCompany secretariesC.P. N0.7648

Sd /-Nitesh Kumar SinhaPractising Company Secretary M.No.7536


Brahmaputra Infrastructure LimitedFORM No. MR-3

SECRETARIAL AUDIT REPORTFor the Financial Year ended on 31st March, 2017

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,Brahmaputra Infrastructure LimitedWe have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Brahmaputra Infrastructure Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.Based on our verification of the company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has during the audit period covering the financial year ended on 31st March,2017 complied with the statutory provisions listed here under and also that the Company has adequate Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:1. We have examined the books, papers, minute books, forms and returns filed and other records maintained by

Brahmaputra Infrastructure Limited for the financial year ended on 31st March, 2017 according to the provisions of:(a) The Companies Act, 2013 (the Act) and the rules made there under;(b) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;(c) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;(d) Foreign Exchange Management Act, 1999 (FEMA) and the rules and regulations made there under.

2. The following Regulations and Guidelines prescribed underthe Securities and Exchange Board of India Act, 1992 (SEBIAct):-(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,

2011.(b) The Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations, 1992 and Securities

and Exchange Board of India (Prohibition of InsiderTrading) Regulations, 2015.(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,

2009.(d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008. ( Not

applicable on the Company)(e) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,

1993 regarding the Companies Act and dealing with client.(f) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable

as the Company has not delisted / Propose to delist its equity Shares from any stock exchange during the financial year under review)

(g) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998. ( Not applicable the Company has not bought buy back / Propose to buyback any of its securities during the financial year under review)

3. We have also examined Compliance with the other applicable Acts:(a) Payment Of Wages Act, 1936, and rules made there under,(b) The Minimum Wages Act, 1948, and rules made there under,(c) Employees' State Insurance Act, 1948, and rules made there under,(d) The Employees' Provident Fund and Miscellaneous Provisions Act, 1952, and rules made there under,(e) The Payment of Bonus Act, 1965, and rules made there under,(f) Payment of Gratuity Act, 1972, and rules made there under,

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7 H

Brahmaputra Infrastructure Limited(g) Air Pollution Act 1981(h) Water Pollution Act 1974 and any other Acts, which is applicable for the Company

4. We have also examined compliance with the applicable clauses of the following:(a) Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of

Directors and General Meeting.(b) The Listing Agreements entered into by the Company with BSE Limited read with the Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.During the financial year under review, the Company has complied with the provisions of the Companies Act 2013, to the extent applicable and the Rules, Regulations, Guidelines and Standards mentioned below:(i) Minutes of Board meeting, General Meetings and Committees Meeting is properly maintained as per

secretarial standard issued by Institute of Company Secretaries of India.(ii) Statutory Register in respect of allotment of shares, Director, Related Party Transaction are properly

maintained.(iii) The Company has adequate system for prevention of Sexual Harassment of women at workplace under

the Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013 by establishing Sexual Harassment Committee which is setup by its Holding Company (Feedback Infra Private Limited).

(iv) Company has also not informed any dispute arises or complained made against the company during the period of audit.We have not examined compliance by the Company with applicable Financial laws, like direct and indirect tax laws, since the same have been subject to review by statutory Financial audit and otherl designated professionals.

5. We have relied on the information and representation made by the Company and its Officers for Systems and mechanism formed by the Company for Compliances under applicable Acts, Laws, and regulations to the Company.

6. We further report that(a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-

Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

(b) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the Meeting.

(c) Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes.

(d) During the period under review company has not increased its authorized Share Capital.(e) During the period under review company has not issued any of the non convertible debentures.

7. We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

For NKS & CompanyPlace: Vaishali Date: 18.09.2017

Nitesh Kumar SinhaPracticing Company Secretary FCS No. 7536 CP No. 7648

Note: This report is to be read with our letter of even date by the Secretarial Auditor, which is annexed as 'ANNEXURE A'and forms an integral part of this report, which is available on the website of the Company.

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7

Brahmaputra Infrastructure Limited'ANNEXURE A'

The Members,

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on ouraudit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficiency or effectiveness with which the management has conducted the affairs of the company.

For NKS & CompanyPlace: Vaishali Date: 18.09.2017

Nitesh Kumar SinhaPracticing Company Secretary FCS No. 7536 CP No. 7648

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Brahmaputra Infrastructure LimitedNomination and Remuneration Policy

1. TitleThis Policy will be called “Nomination and Remuneration Policy”

2. IntroductionPursuant to Section 178 of the Companies Act, 2013 and Regulation 27 (2), of LODR,2015 the Board of Directors of every listed Company and such other class or classes of companies, as may be prescribed, shall constitute the “Nomination and Remuneration Committee”. In order to align with the provisions of the Companies Act, 2013 and the Regulation 27(2), of LODR,2015 the Board of Directors have changed the nomenclature of the “Remuneration Committee” as “Nomination and Remuneration Committee”. The “Nomination and Remuneration Committee” has formulated the “Nomination and Remuneration policy” which has also been approved by the Board of Directors of the Company.The “Nomination and Remuneration Committee” and this Policy shall be in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 27(2), of LODR,2015.

3. ObjectiveThe objective of this policy is to lay down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management personnel. The Key objective of the committee would be:• To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior

Management.• To recommend to the Board the Remuneration payable to the Directors, Key Managerial Personnel and

Senior Management personnel.• To evaluate the performance of the members of the Board and provide necessary report to the Board for

further evaluation of the Board.4. Applicability

This policy is applicable to Directors, Key Managerial Personnel and Senior Management.5. Definitions

• Board means the Board of Directors of the Company.• Company means Brahmaputra Infrastructure Limited.• Director means Directors of the Company.• Policy means “Nomination and Remuneration policy” as amended from time to time.• Committee means “Nomination and Remuneration Committee”.Key Managerial Personnel means• Managing Director or Chief Executive Officerora Manager or a Whole-time director• Chief Financial Officer• Company Secretary• such other officer as may be prescribedSenior Management means personnel of the company who are members of its core management team excluding the Board of Directors, comprising all members of the management one level below the Executive Directors including Functional Heads.Executive Director/Managing Director means a Director who is in the whole time employment of the Company and includes a Whole time Director.Nomination & Remuneration Committee means the Committee of the Board constituted as such under the provisions of section 178 of the Companies Act, 2013 and as per Regulation 27(2), of LODR, 2015.Non-Executive Director means a Director who is not in the whole time employment of the Company and includes an Independent Director.Independent Director means a Director referred to in section 149 of the Companies Act, 2013 and as per the the Regulation 27(2), of LODR, 2015


Brahmaputra Infrastructure Limited6. Interpretation

The terms that have not been defined in this policy shall have the same meaning as assigned to them in theCompanies Act, 2013, Listing Agreement and/or any other rules/laws/ regulations as amended from time totime.

7. Role and Duties of the CommitteeThe Role and Duties of the committee interaiia will be as follows:• To recommend to the Board the appointment and removal of Directors, Key Managerial Personnel and Senior

Management.• To recommend to the Board the Remuneration payable to the Directors, Key Managerial Personnel and

Senior Management personnel.• To formulate a criteria for determining qualifications, positive attributes and independence of a Director and to

recommend to the Board the Policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.

• Formulate criteria for evaluation of the Independent Directors and the Board.• To carry out evaluation of every Director’s performance.• Ensure that level and composition of remuneration is reasonable and sufficient, the relationship of

remuneration to performance is clear and meets appropriate performance benchmarks.• To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons

and create competitive advantage.• Identify persons who are qualified to become Directors and who may be appointed in Senior Management in

accordance with the criteria laid down in this policy.• To ensure that as per the prevailing HR policy of the Company there is an appropriate induction program for

newly appointed Key Managerial Personnel new Senior Management personnel.• To provide the Key Managerial Personnel and Senior Management personnel with reward based fixed and

incentive pay which is directly linked to their efforts, performance, dedication, achievement and operations of the Company.

• To recommend to the Board the appointment, removal and the remuneration payable to a relative of a Director.

• To assist the Board in fulfilling its responsibilities.• To perform such other functions as may be necessary or appropriate for the performance of its duties.

8. Membership I Constitution of the Committee• The Committee shall comprise of at least three (3) Directors, all of whom shall be Non-Executive Directors

and at least half shall be Independent.• The Chairman of the Committee shall be an Independent Director.• The Chairperson of the Company (whether executive or non-executive) may be appointed as a Member of

the Committee but shall not Chairthe Committee.• In the absence of the Chairman, the members of the Committee present at the meeting shall choose one

amongst them to act as the Chairman.• The Board shall reconstitute the Committee as and when required to comply with the provisions of the

Companies Act, 2013, Listing Agreement and any other applicable statutory requirement.9. Quorum

Minimum two (2) Directors will constitute a quorum for the Committee meeting.10. Appointment and Removal of Directors, Key Managerial Personnel and Senior Management10.1 Selection of Directors, key Managerial Personnel and Senior Management

The selection of Directors can be made in any of the following ways:• on recommendation of the Chairman or any other Director

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7

Brahmaputra Infrastructure Limited• by way of recruitment from outside• byway of selection from the data bank of Independent Directors maintained by the Government• from within the Company hierarchy.The selection of Key Managerial Personnel and Senior Management can be made in any of the following ways:• by way of recruitment from outside• from within the Company hierarchy• or any other way as governed by the prevailing HR. Policy.

10.2 Appointment Criteria and Qualifications:• The person should possess adequate qualification, expertise, skills and experience for the position he / she is

considered for appointment. The Committee has the discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.

• Before appointment, the Company shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, Key Managerial Personnel and Senior Management Personnel.

• The Committee shall approve the remuneration as well as the appointment, made by the HR Department/ Company of the Senior Management personnel and put forward it the Board. The same shall be done after considering the integrity, qualification, expertise and experience of the person appointed.

• The Committee may call and seek the help of the head of HR Department or any other Company Official including the recommender or a Key Managerial Personnel while approving the appointment.

10.3 Term/Tenurea) Managing Director/Whole-time Director/Executive Director/Manager:

• The Company shall appoint or re-appoint any person as its Managing Director, Executive Chairman or Executive Director or Whole Time Director foraterm not exceeding five years at a time.

• The Company shall not appoint or continue the employment of any person as Managing Director/ Executive Chairman/Whole-time Director/Managerwho has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of the shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

b)Independent Director:• An Independent Director shall hold office for a term up to five consecutive years on the Board of the

Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

• No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

c) Key Managerial Personnel and Senior Management:• The tenure and terms of appointment of Key Managerial Personnel and Senior Management will be as per

the prevailing HR. policy of the Company or as per the applicable provisions of the Companies Act 2013.10.4 Evaluation

• The Committee shall carry out evaluation of performance of every Director at regular interval (yearly).10.5 Retirement

• The Director, Key Managerial Personnel and Senior Management Personnel shall retire as per the applicable provisions of the Companies Act 2013 or as per the prevailing HR policy of the Company. They can be retained in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

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Brahmaputra Infrastructure Limited10.6 Removal

• Due to reasons for any disqualification/misconduct/fraud mentioned in the Act or under any other applicable Act, rules and regulations thereunder, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, Key Managerial Personnel or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

11. Remuneration of Directors, key Managerial Personnel and Senior Managementa)Remuneration to Managing Director/Whole-time Director/Executive Director/Manager:

• The Remuneration/ Compensation/ Commission etc. to be paid to Director /Managing Director etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force.

b)Remuneration to Non- Executive / Independent Director:• The Non-Executive Independent Director may receive remuneration / compensation /commission as per

the provisions of Companies Act, 2013. The amount of sitting fees shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force.

c) Remuneration to Key Managerial Personnel and Senior Management:• The Remuneration/Compensation /Commission payable to the Key Managerial Personnel and Senior

Management shall be as per the prevailing HR policy of the Company or as per the provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force.

12. Review and Amendments• The Committee or the Board may review the policy as and when it deems necessary.• The Board of Directors or the Committee or the Company Secretary shall have the power to amend any of the

provisions of this Policy, substitute any of the provisions with new provisions or replace this Policy entirely with a new Policy.


Brahmaputra Infrastructure LimitedINDEPENDENT AUDITORS' REPORT

To the Members ofBRAHMAPUTRA INFRASTRUCTURE LIMITED

Report on the Standalone Financial StatementsWe have audited the accompanying standalone financial statements of BRAHMAPUTRA INFRASTRUCTURE LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other disclosures.Management's Responsibility for the Standalone Financial StatementsThe Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement, whetherdue to fraud or error.Auditors' ResponsibilityOur responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.OpinionIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2017, and its profit and its cash flows for the year ended on that date.Emphasis of MattersWe draw attention to the Note No. 13.1 to the Financial Statements which describes about “No Provision made for Slow Moving WIP” amounting to Rs. 62.30 Crore.Ouropinion is not modified in respect of this matter.


Brahmaputra Infrastructure LimitedReport on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor's Report) Order, 2016 (“the Order”), issued by the Central Government of

India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure'1' a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. Asrequired bySection 143 (3) of the Act, wereportthat:(a) We have sought and obtained all the information and explanations which to the best of our knowledge and

belief were necessary for the purposes of ouraudit.(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it

appears from our examination of those books.(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report

are in agreement with the books of accounts.(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified

under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.(e) On the basis of the written representations received from the directors as on 31st March, 2017, taken on

record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2”.

(g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:i. The financial statement disclose the impact of pending litigation on the financial position of the refer para

1 (c) to 1 (i) and 2(b) of Note 26(C).ii. The Company did not have any long-term contracts including derivative contracts for which there were

any material foreseeable losses; andiii. Except Rs 3,64,042/- which is duly transferred to Investor Education and Protection Fund during the year,

No amounts were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. The company has provided requisite disclosure in the financial statement as to holding as well as dealing in specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016 and these are in accordance in with books of accounts maintained by the company. Refer to Note 26-C-16 to the financial statements.

For A. B. BANSAL & COMPANYCHARTERED ACCOUNTANTS Firm Registration. No. 010538N

(SUNNY KOHLI)PARTNER M. No. 513283 PLACE: New Delhi DATED: 10-06-2017

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7 E3

Brahmaputra Infrastructure LimitedANNEXURE -1 TO THE INDEPENDENT AUDITORS REPORT

Re.: BRAHMAPUTRA INFRASTRUCTURE LIMITEDAnnexure '1' Referred to in paragraph 1 under the heading 'Report on Other Legal & Regulatory Requirement'of our report of even date to the financial statements of the Company for the year ended March 31,2017:1. a). The Company has maintained proper records showing full particulars, including quantitative details and

situation of its fixed assets, However due to frequent movement of fixed assets movable construction equipments from site to site, actual location of such assets has not been mentioned in the records.

b) Significant Portion of Fixed Assets have been physically verified by the management during the period, which in our opinion is reasonable having regard to the size of the Company and nature of its business. No material discrepancies were noticed on such physical verification.

c) According to the information and explanations given to us, The title deeds of All the Immovable Properties are Held in in the name of the Company.

2. As per information and explanations given to us, the inventories and construction materials at company's sites which include work in progress, have been physically verified by the management once in a year for each site. Shortage / Excess on the basis of physical verification have been duly accounted for in books of accounts which were not material, However no provision is being made for slow moving work in progress.

3. According to the information & explanation given to us, the company has granted interest free unsecured loans to Three Companies (All Subsidiaries) covered in the registered maintained u/s 189 of the Companies Act .The maximum amount involved during the year was Rs 1986.16 Lacs and year end balance of the loans granted to subsidiaries were Rs. 398.50 Lacs.a) The Terms and Conditions of grant of such loans are not prejudicial to the company interest as the loans are

given to Subsidiaries Companies.b) The parties wherever applicable are regular in repayment of principal amounts as stipulated.c) Not Applicable as there is no overdue amount.

4. Except Interest Free Loans to the One Wholly Owned Subsidiary outstanding Rs. NIL as on 31st March 2017 (Max Balance Outstanding Rs. 1587.66 Lacs), Provisions of Section 185 and 186 of the Companies Act, 2013 Have Been Complied with.

5. The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

6. The Maintenance of Cost Records has been prescribed by the Central Govt, under section 148(1) of the Companies Act, 2013 vide Companies (Cost Records and Audit) Rules , 2014 and we are of the opinion that prima facie the prescribed records were made and maintained.

7. a) According to the information and explanations given to us, the Company is not regular in depositingundisputed statutory dues with appropriate authorities such as TDS, Service Tax, Interest on TDS, Interest on Service Tax etc. Dues applicable to the Company.

b) According to information and explanations given to us, the detail of undisputed amounts payable in respect of Service Tax, Sales Tax, TDS etc. are in arrears as at 31 st March, 2017 for a period of more than six months from the date of they became payable is as under:

Nature of AmountAmount Outstanding as on 31st March, 2017

for More than 6 Months from the date become payableService Tax Rs. 465.51 LacsTDS Rs. 79.82 LacsInterest on TDS Payable Rs. 175.21 LacsInterest on Service Tax Payable Rs. 33.70 LacsVat / Entry Tax / WCT Rs. 312.02 LacsProvident Fund and Prof. Tax Rs. 4.62 LacsROC Fees Payable Rs. 1.40 Lacs


Brahmaputra Infrastructure Limitedc) According to the information and explanation given to us, there are no dues of sales tax, income tax, customs

duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute except in respect of the following disputed liabilities pending for adjudication at different appellate authorities;

Name of the statute Nature of the dues Amount (Rs in Lacs)

West Bengal Vat Act Vat Liability for Project Executed in West Bengal 98.31

UP Vat Act Vat Liability for Lucknow Project/Penalty for Non Submission of C Form 168.11

Service Tax Service tax Demand including penalty raised by Service tax Department 710.62

Income Tax Demand including interest u/s 153A/143(3), raised by Income Tax Department 515.83

Income Tax Penalty for late filing of TDS returns 3.50

Income Tax Demand for Penalty 0.70

8. As per Books and Records maintained by the company and according to the information and explanations given to us, the company has defaulted in repayment of dues to financial institutions and banks. Such continuing default as on balance sheet date were of Rs. 1896.76 Lacs as reported in note no. 3.2 to financial statements. Month wise detail and amount of Such Defaults are attached as per Annexure -3.

9. According to the records of the company examined by us and as perthe information and explanations given to us, term loans taken were applied for the purposes for which those are raised. The company has not raised any money byway of initial public offer of further public offer(including debt instruments).

10. According to the information and explanations given to us, no fraud by the Company or any fraud on the company by its officers/employees has been noticed or reported during the course of our audit.

11. According to the Information and explanation given to us, Managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Companies Act.

12. In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3 (xii) of the Order are not applicable to the Company.

13. All transactions with the related parties are in compliance with sections 188 and 177 of Companies Act, 2013 and the details have been disclosed in the Financial Statements under note 26(C)(8) of Financial Statement as required by the applicable accounting standards and Companies Act, 2013.

14. During the year under review, the Company has not made any preferential allotment of private placement of shares of fully or partly convertible debentures.

15. According to the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

16. According to the information and explanations given to us and in our opinion the company is not required to be registered undersection45-IAofthe Reserve Bankof IndiaAct, 1934.

For A. B. BANSAL & COMPANYCHARTERED ACCOUNTANTSFirm Registration. No. 010538N

(SUNNY KOHLI)PARTNERM. No. 513283PLACE: New DelhiDATED: 10-06-2017A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7 m

Brahmaputra Infrastructure LimitedANNEXURE - 2 TO THE INDEPENDENT AUDITORS REPORT

Re.: BRAHMAPUTRA INFRASTRUCTURE LIMITEDReport on the Internal Financial Controls under Clause (i) o f Sub-section 3 of Section 143 of the Companies Act, 2013 (“ the Act” )We have audited the internal financial controls over financial reporting of Brahmaputra Infrastructure Limited (‘‘the Company”) as of March 31,2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.Management's Responsibility for Internal Financial ControlsThe Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required underthe Companies Act, 2013.Auditors' ResponsibilityOur responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.Meaning of Internal Financial Controls Over Financial ReportingA Company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, orthat the degree of compliance with the policies or procedures may deteriorate.A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7 m

Brahmaputra Infrastructure LimitedOpinionAccording to the information and explanation given to us, in our opinion, the Company has, in all material aspects, an adequate internal financial control system over financial reporting and such internal financial controls were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.



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Brahmaputra Infrastructure LimitedANNEXURE- 3 Audit Report

Financial Year 2016-2017

Principal Overdue (Banks)

Interest Overdue (Banks)

Principal Overdue Others (NBFC)

Interest Overdue Others (NBFC)

April 15 - - -

May 15 - - - -

June 15 - - - -

July 15 - 283,021 - -

August 15 - 283,021 - -

September 15 - 283,021 - -

October 15 - 1,071,046 - -

November 15 - 1,071,046 - -

December 15 - 1,071,046 - -

January 16 521,945 1,580,969 - -

February 16 521,945 2,487,792 - -

March 16 1,595,058 3,630,848 - -

April 16 4,496,817 3,866,159 - -

May 16 5,055,024 4,055,813 - -

June 16 5,419,162 4,156,064 - -

July 16 5,492,495 4,208,483 - -

August 16 5,492,495 4,208,483 3,733,565 -

September 16 5,492,495 4,610,556 3,770,900 -

October 16 5,522,495 8,805,473 3,808,610 -

November 16 5,522,495 8,876,641 3,846,696 2,412

December 16 5,554,564 8,877,470 3,885,163 664,637

January 17 5,685,040 9,042,788 2,455,066 417,433

February 17 6,560,460 8,978,209 - 417,433

March 17 7,311,900 14,564,921 - 417,433

TOTAL 70,244,391 96,012,868 21,500,000 1,919,348


Brahmaputra Infrastructure LimitedBALANCE SHEET AS AT 31 ST MARCH 2017

Particulars Note No. Rupees 31 March 2017

Rupees 31 March 2016

1. EQUITY AND LIABILITIES# Shareholder’s funds

(a) Share Capital(b) Reserve & Surplus

“-I” “2”

428,984,000972,020,146

428,984,000968,430,490

# Non-current liabilities(a) Long-term Borrowings(b) Deferred tax liabilities (Net)(c) Other Long-term liabilities(d) Long-term Provision

“3”

“4”“5”

1,616,129,11417,367,639

584,504,11911,145,744

1,618,865,34040,242,000

778,849,69814,405,984

# Current liabilities(a) Short-term borrowings(b) Trade payables(c) Other current liabilities(d) Short-term Provision

“6”

“7”“8”

1,856,768,355634,782,470763,467,594

1,062,301

1,814,175,854705,471,774749,899,565

1,062,301

TOTAL 6,886,231,483 7,120,387,006

II. ASSETS# Non-current assets

(a) Fixed Assets(i) Tangible assets(ii) Intangible assets(iii) Capital Work in Progress

“9”465,091,322

5,178,549585,487,680

3,554,058

Total 470,269,872 589,041,738

(b) Non-Current investment(c) Long term Loans & Advances(d) Other non-current assets

“10”“11”“12”

269,251,248182,956,992

1,246,687,368

312,899,504402,939,429

1,116,176,614

# Current assets(a) Inventories(b) Trade receivables(c) Cash & Bank Balance(d) Short-term loans and advances

“13”“14”“15”“16”

3,318,623,2341,011,598,628

43,245,032343,599,108

3,466,867,505785,429,431

77,382,119369,650,666

Total 4,717,066,003 4,699,329,721

TOTAL 6,886,231,483 7,120,387,006

Significant Accounting Policies and Other DisclosuresNOTE 1 to 16 and 26 form an integral part of the Balance sheet

“26”

In terms of our attached audit report of even date

For A.B. BANSAL AND COMPANY For Brahmaputra Infrastructure LimitedCHARTERED ACCOUNTANTS Firm Regn. No.: 010538N

(SUNNY KOHLI)PARTNER M. No.513283

Place: New Delhi Vivek Malhotra Pankaj Goyal Sanjeev Kumar PrithaniDate : 10.06.2017 (Company Secretary) (VP-Finance & Accounts) (Joint Managing Director)

Sanjay Kumar Mozika(Joint Managing Director)


Brahmaputra Infrastructure LimitedSTATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ON 31 ST MARCH 2017



1. Revenue from Operations “17” 2,128,693,584 2,228,931,207

II. Other Income “18” 23,446,786 8,141,815

TOTAL 2,152,140,370 2,237,073,022

III. Expenses:Cost of Material ConsumedChanges in inventories of work-in-progressStaff CostFinancial costsDepreciationOther Expenses

“19”“20”“21”“22”“9”“23

443,292,695(24,455,052)

72,058,060378,532,279122,317,089

1,192,256,582

600,297,631(80,741,853)109,423,722406,305,036140,032,064

1,156,353,257

Total Expenses 2,184,001,652 2,331,669,857

IV. Profit/(Loss) before exceptional and extraordinary item and tax (l+ll-lll) (31,861,282) (94,596,835)

V. Exceptional Items “24” (42,501,842) (98,326,072)

VI. Profit/(Loss) before extraordinary item and tax (IV-V) 10,640,560 3,729,237

VII. Extraordinary item - -

VIII. Profit/(Loss) before tax (VI-VII) 10,640,560 3,729,237

IX. Tax expenses Current Tax Deferred TaxDividend on Cummulative Preference Shares including DDT Profit After Tax from continuing Operations

26,497,230(22,874,361)

16,6567,001,035

28,333,000(29,994,000)

16,6565,373,581

X. Earning Per equity share: “25”

Basic Earning per Share Dilluted Earning per Share

0.240.24

0.190.19

Significant Accounting Policies and Other DisclosuresNOTE 17 to 25 & 9 and 26 form an integral part of the Statement of Profit & Loss

“26”


For A.B. BANSAL AND COMPANYCHARTERED ACCOUNTANTS Firm Regn. N o .: 010538N

For Brahmaputra Infrastructure Limited

(SUNNY KOHLI)PARTNER M. N o .513283



Vivek Malhotra(Company Secretary)

Pankaj Goyal(VP-Finance & Accounts)

Sanjeev Kumar Prithani(Joint Managing Director)

EDA n n u a l R e p o r t 2 D 1 6 - 2 D 1 7

Brahmaputra Infrastructure LimitedCASH FLOW STATEMENT FOR THE YEAR ENDED 31 ST MARCH 2017



(31,861,282) (94,596,835)

122,317,089376,832,108

841,441(2,340)

140,032,064403,519,060

4,628,214953,792(7,200)

468,127,016 454,529,095

(154,177,330)148,244,27110,022,681

183,836,424(288,672,974)

128,868,204

472,216,638 478,560,749

(12,788,633) 25,429,810

485,005,271(42,501,842)527,507,113

453,130,939(98,326,072)551,457,011

(3,545,224)

2,34062,560,000

(18,911,744)

(1,898,135)81,006,000

7,200180,000

21,838,053

40,105,372 101,133,118

(267,486,003)42,592,501

(7,307)(376,832,108)

16,656

(639,841,138)414,438,385

(968,916)(403,519,060)

16,656

(601,749,573) (629,907,385)

(34,137,088)77,382,119

22,682,74454,699,376

43,245,032 77,382,119

Particulars

B.

C.

Cash Flow from Operating ActivitiesProfit Before Tax

Adjustment for:DepreciationInterest paid (Net of Interest received on FDR) Loss / (Profit) on sale of Assets (Net)Misc. exp. Written off Dividend Income received

Operating Profit before Working Capital changes

Changes in Working Capital (Excluding Cash & Bank Balance)(Increase) / Decrease in Trade and other Receivables(Increase) / Decrease in InventoriesIncrease / (Decrease) in Trade Payables and other Liabilities

D. Cash Generated from Operations (B+C)

E. Less : Taxes paid (Including Prior Period)

F. Net Cash flow before Exceptional I Extraordinary Items (D-E)Less : Exceptional / Extraordinary Items Net Cash from Operating Activities (F-G)

G. Cash Flow from Investing ActivitiesPurchase of Fixed Assets Sale / Adjustments of Assets Dividend received(Increase) / Decrease in Investments in Subsidiary/Associates (Increase) / Decrease in Investments in Joint Ventures

Net Cash used in Investing Activities

H. Cash Flow From Financing ActivitiesProceeds from / Repayment of Long Term borrowings/Other Long Term Liability Proceeds from / Repayment of Short Term borrowings (Increase) / Decrease in Auth. Share Capital & Share Issue Exp.Interest paid ( Net of Interest received )Dividend on Preference share capital

Net Cash Flow from Financing Activities

I. Net lncrease/(Decrease) in Cash and Cash Equivalents (F+G+H)Cash and Cash Equivalents at the beginning of the year

Cash and Cash Equivalents at the end of the year










A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7

Brahmaputra Infrastructure LimitedNOTES FORMING PART OF THE ACCOUNTS : 31 ST MARCH 2017

Particulars Rupees 31 March 2017


NOTE-1: SHARE CAPITAL

AUTHORIZED SHARE CAPITAL3,00,00,000 Equity Share of Rs.10/- each 300,000,000 300,000,000

(Previous Year 3,00,00,000 Equity Share of Rs.10/- each)

1,40,00,000 Preference Share of Rs.10/- each 140,000,000 140,000,000

(Previous Year - 1,40,00,000 Preference Share of Rs.10/- each) ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL

EQUITY SHARES2,90,18,400 Equity Shares of Rs. 10/- Each fully paid up 290,184,000 290,184,000

(Previous Year 2,90,18,400 Equity Shares of Rs. 10/- each fully paid up)

PREFERENCE SHARES1,38,80,000 (0.01%) Cummulative Reedemable Preference Shares of Rs. 10 Each Fully Paid up 138,800,000 138,800,000

(Previous Year 1,38,80,000 (0.01%) Cummulative Reedemable Preference Shares of Rs. 10 Each Fully Paid up)

TOTAL 428,984,000 428,984,000

1.1 DETAIL OF SHAREHOLDERS HOLDING MORE THAN 5% EQUITY SHARES IN THE COMPANY

As at 31st March 2017 As at 31st March 2016

Class of Shares / Name of Shareholder No. of Shares held % of Holding No. of Shares held % of Holding

EQUITY SHARES

M.L.Singhi & Associates Pvt. Ltd. 5,461,475 18.82 5,461,475 18.82

Brahmaputra Finlease Pvt. Ltd. 3,920,819 13.51 3,920,819 13.51

Sanjeev Kumar Prithani 1,481,534 5.11 1,481,534 5.11

Brahmaputra Holdings Pvt. Ltd. 3,339,161 11.51 3,339,161 11.51

Suresh Kumar Prithani 1,699,983 5.86 1,699,983 5.86

CUMULATIVE REDEEMABLE PREFERENCE SHARES

M.L.Singhi & Associates Pvt. Ltd. 4,080,000 29.39 4,080,000 29.39



Brahmaputra Infrastructure Limited1.2 RECONCILIATION OF NUMBER OF EQUITY SHARES OUTSTANDING IS SET OUT BELOW

Particulars No. of Shares No. of SharesNumber of Shares outstanding at the beginning of the year 29,018,400 29,018,400Add : Number of Shares Issued During the year - -Less: Number of Shares bought back during the year - -Number of Shares outstanding at the end of the year 29,018,400 29,018,400

1.3 RECONCILIATION OF NUMBER OF PREFERENCE SHARES OUTSTANDING IS SET OUT BELOWParticulars No. of Shares No. of SharesNumber of Shares outstanding at the beginning of the year 13,880,000 13,880,000Add : Number of Shares Issued During the year - -Less: Number of Shares bought back during the year - -Number of Shares outstanding at the end of the year 13,880,000 13,880,000

1.4 BONUS SHARES ISSUED IN LAST 5 (FIVE) PRECEDINGS YEARS NOTE-2: RESERVE & SURPLUSSecurity Premium

NIL NIL

Balance as per Last Financial Statement 269,832,140 269,832,140

General Reserve269,832,140 269,832,140

Balance as per Last Financial Statement 903,941,436 903,941,436

Profit & Loss Account903,941,436 903,941,436

Balance as per Last Financial Statement (205,343,086) (200,151,371)Add: Profit/(Loss) for the Year 7,001,035 5,373,581Less: Prior Period Income Tax 3,411,379 10,565,296Less: Transferred to General Reserve - -

(201,753,430) (205,343,086)

TOTAL 972,020,146 968,430,490





NOTE-3: LONG-TERM BORROWINGSSecuredTerm Loans: Equipments

- From Banks- From Others

(Secured against hypothecation and First Charge of Equipment & Machinery, Personal guarantee of Promoter Directors, Carrying Interest rate between 11.50% to 13.50% )

Non Current 0

31,164,620

Current95,937

46,525,940

Non Current 171,511

Current714,443

99,942,900

Term Loans: City Centre - Shopping Mall - From Allahabad Bank

(Secured against exclusive first charge on entire movable and immovable fixed assets of the project & charge on land (in the name of JV partner) of such project, & personal guarantee of promoters/directors and land owners, Carrying Interest rate base rate plus 1.50%)

461,448,962 10,000,000 350,239,019 219,214,209

Working Capital Term Loans (WCTL) From Banks (Refer Note 3.3) 947,485,691 114,147,174 1,031,739,277 61,280,225

Funded Interest Term Loans (FITL) From Banks (Note 3.3) 176,029,841 97,307,432 236,715,533 56,470,250

Total Long Term Borrowings 1,616,129,114 268,076,483 1,618,865,340 437,622,027

3.1 Maturity / Repayment Profile of Term Loan from Bank & OthersParticulars of LoanRepayment to Others - Term Loan Equipments Repayment of Term Loan - City Centre Shopping Mall Repayment to Bank - WCTL Repayment to Bank - FITL

1-2

28,693,215461,448,962110,172,75558,676,614

2-3

2,471,405

165,259,13293,882,582

>3

672,053,80423,470,645

658,991,546 261,613,119 695,524,449

3.2 DETAIL OF OVERDUE INSTALMENTS AND INTEREST

Particulars of Loan

Overdue Principal Overdue Interestas on 31 Mar. 2017 as on 31 Mar. 2017

Overdue Principalas on 31 Mar. 2016

Overdue Interestas on 31 Mar. 2016

- From Banks 70,244,363 96,012,867 67,129,012 40,348,049

- From Others 21,500,000 1,919,349 91,644,300 8,963,467

91,744,363 97,932,216 158,773,312 49,311,516



‘‘All Long Term and Short Term Borrowings from "Banks” were restructured with cut off date as on 01 st March 2014 under RBI “ Corporate Debt Restructuring Mechanism” vide letter of approval dt. 17th December 2014. The same has been implemented by the participating banks. The Company has further requested banks to restructure its credit facilities under Scheme for Sustainable Structurring of Stresses Assets ( S4A) in terms of RBI Circular dated 13th June 2016 and amendments thereafter.Primary Security1 st Pari-passu charge on all the current assets (present/future) except current assets of City centre shopping mall project which is exclusively charged to Allahabad bankforterm loan of Rs. 60.00 Crores.1 st pari-passu charge on fixed assets of company (except fixed assets exclusively charged with Allahabad Bank for shopping mall term loan and equipments exclusively charged with equipment lenders).

Collateral Security:First pari-passu charge with all consortium banks on the following immovable properties:-

Land & Building at A-7, Mahipalpur, Delhi. (Jointly owned by Co. and one other Associate Company)Office premises at 401, 4th floor, Royal Plaza, GS Road, Guwahati in the name of the Associate CompanyCentral Workshop, Parking Bay and Industrial Land situated at Brahmaputra Industrial Park, Village Sila, District Kamrup, Assam.Banarsai Devi Bhawan, Railway Road, Deedwana, District Nagour, Rajasthan in the name of relative of PromoterFirst pari-passu charge on furniture and fixtures atA-7, Mahipalpur, Delhi.Hypothecation of other plant and machinery on subservient charge basis for consortium.

Common Securities (Excluding Equipment Lenders):Personal Guarantee of Mr. Manoj Kumar Prithani, Mr. Sanjeev Kumar Prithani, Mr. Suresh Kumar Prithani, Mr. Sanjay Kumar Mozika and Mr. Suneet KumarTodi.Corporate Guarantee of M/s Brahmaputra Promoters and Planners Pvt. Limited and M/s Brahmaputra Projects Pvt. Limited.Promoters and promoter group to pledge their entire unencumbered shareholding in favour of lenders. In case the company wants to bring in strategic investor in future, the Lenders to permit release of the shares pledged to the extent that the total pledge of promoter shareholding is not less than 51 % at all times.In Terms of Sanction of CDR package 100% Shareholding of promoters have been pledged.

Rate of InterestRate of Interest as per CDR Sanction is 9.95% to 10.45% p.a. (floating) linked to base rate of convener (Indian Overseas Bank), with a right to reset after every 2 years

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7 13




NOTE-4: OTHER LONG TERM LIABILITY

Advances from Customers Secured

(Secured against Bank Guarantees) i) From Related parties il) From Others

Unsecuredi) From Others

SD/Retention/ Withheld from Sub-contractor

224,169,234113,072,379

243,686,938344,183,852

14,120,600

Unsecuredi) From Related partiesii) From Others

15,399,041231,863,465

15,306,247161,552,061

TOTAL 584,504,119 778,849,698

NOTE-5: LONG TERM PROVISION Non Current Current Non Current Current

Provision for Gratuity Provision for Leave Encashment

8,992,5302,153,214

11,145,744

595,221467,080

1,062,301

11,032,7033,373,281

14,405,984

595,221467,080

1,062,301

NOTE-6: SHORT-TERM BORROWINGS

SecuredLOANS REPAYABLE ON DEMANDWorking Capital Facilities from Banks (for Terms refer Note 3.3)- Cash Credit Facilities

Unsecured- Inter Corporate deposits from Related Parties- Inter Corporate deposits from Others (Carrying interest rate of 12%.)

1,721,920,837

124,847,51810, 000,000

1,535,235,900

268,939,95410,000,000

1,856,768,355 1,814,175,854

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7




NOTE-7: OTHER CURRENT LIABILITIESExpenses Payable Advances Received Statutory Liabilities Bonus PayableDirectors Remuneration Payable Other Liabilties (Credit Cards)Interest Accrued and due on Term Loan From Banks Interest Accrued and due on Term Loan From Others Current maturities of long-term debt (Refer Note No.3)Unclaimed DividendDividend on Cummulative Preference SharesReliance Infrastructure Ltd - (Full and Final Settlement - Pune Satara)

39,620,76942,829,809

131,187,76616,076,517

096,012,867

1,919,349268,076,483

83,48727,760

167,632,787

39,282,81898,784,936

108,839,48615,059,887

334,007203,478

40,348,0498,963,467

437,622,027447,530

13,880

763,467,594 749,899,565

NOTE-8: SHORT TERM PROVISIONSProvision for Gratuity (Refer Note No.5)Provision for Leave Encashment (Refer Note No.5)

595,221467,080

595,221467,080

1,062,301 1,062,301

NOTE-IO: NON CURRENT INVESTMENTUnquoted (at cost)

In Subsidiaries:Brahmaputra Concrete (P) Ltd.(457,500 Equity Shares (Previous Year - 457,500 Equity Shares) of Rs 10/- each fully paid up)

4,575,000 4,575,000

Brahamputra Concrete (Bengal) (P) Ltd.(11,000 Equity Shares (Previous Year - 11,000 Equity Shares) of Rs 10/- each fully paid up)

1,100,000 1,100,000

Brahmaputra Property Management Services (P) Ltd.(62,56,000 Equity Shares (Previous Year - 62,56,000 Equity Shares) of Rs 10/- each fully paid up)

” 62,560,000

In Associates:Investment in Meghalaya Infratech Ltd.(197,550 Equity Shares (Previous Year -197,550 Equity Shares) of Rs 10/- each fully paid up)

32,725,000 32,725,000

In OthersUnion Bank of India(1,200 No of Equity Shares of Rs 10/- each fully paid up)Market Value as at 31.03.2017 Rs. 1,87,488/- (Previous Year - Rs.1,57,020)

19,200 19,200

Other Trade Investments - Capital in Joint Ventures 230,832,048 211,920,304

TOTAL 269,251,248 312,899,504


>zzc>r7}m-u□71HM□

M□

Note 9 - Fixed Assets as per Schedule II of The Companies Act 2013 as on 31.03.2017

Name of The Asset

GROSS BLOCK DEPRICIATION BLOCK NET BLOCK

Useful Life in No. of years

As on 01/04/2016

Addition During theYearDeduction / Sale during the year

Total as on 31/03/2017

Up to 01-04-16

Deduction on account

of Sale of Assets

For the Year April-16

to Mar-17


WDVAs on 31/03/2017

WDVAs on 31/03/2016Put to use Not

Put to use

TANGIBLE:

Land at Mahipalpur New Delhi - 2,700,000 - - - 2,700,000 - - - - 2,700,000 2,700,000

Land at Central Workshop Guwahati - 13,324,294 - - - 13,324,294 - - - - 13,324,294 13,324,294

Office Building at Guwahati 60 386,955 - - - 386,955 90,232 - 5,902 96,134 290,821 296,723

Office Building at Mahipalpur New Delhi 60 20,735,927 - - - 20,735,927 4,058,882 - 326,638 4,385,519 16,350,407 16,677,045

Building at Central Workshop Guwahati 60 44,522,124 - - - 44,522,124 1,954,056 - 704,638 2,658,693 41,863,431 42,568,068

Total Land & Building (A ) 81,669,300 - - - 81,669,300 6,103,169 - 1,037,178 7,140,347 74,528,953 75,566,131

Plant & Machinery

Concrete , Crushing , Piling Equipment 12 149,983,410 - - - 149,983,410 97,039,322 - 7,204,705 104,244,027 45,739,382 52,944,088

Earth Moving Equipments 9 1,869,259,296 - - - 1,869,259,296 1,543,302,793 - 87,907,937 1,631,210,730 238,048,566 325,956,503

Heavy Lift Equipments ( Cranes with Capacity of Less than 100 tons) 15 38,134,329 - - - 38,134,329 21,659,995 - 1,591,860 23,251,855 14,882,475 16,474,334

Others including Material Handling / Pipeline/Welding Equipments 12 187,829,525 551,672 - - 188,381,196 107,800,644 - 13,029,468 120,830,112 67,551,084 80,028,881

Tunneling Equipment 10 32,985,337 - - - 32,985,337 28,912,709 - 1,956,177 30,868,886 2,116,451 4,072,628

Total Plant & Machinery ( B ) 2,278,191,897 551,672 - - 2,278,743,569 1,798,715,463 - 111,690,147 1,910,405,610 368,337,958 479/476,434

Furniture & Fixtures

General Furniture & Fittings 10 24,278,033 - - - 24,278,033 15,941,713 - 2,452,506 18,394,218 5,883,815 8,336,320

Total Furniture & Fixtures ( C ) 24,278,033 - - - 24,278,033 15,941,713 - 2,452,506 18,394,218 5,883,815 8,336,320

Office Equipment

Office Equipment 5 27,087,972 736,901 - - 27,824,873 23,760,090 - 1,362,293 25,122,384 2,702,489 3,327,882

Total Office Equlpements ( D ) 27,087,972 736,901 - - 27,824,873 23,760,090 - 1,362,293 25,122,384 2,702,489 3,327,882

Vehicles

Motor cycles, scooters and other mopeds 10 4,111,032 - - - 4,111,032 2,928,543 - 273,916 3,202,459 908,573 1,182,490

Motor Car 8 47,192,058 - - - 47,192,058 31,143,372 - 4,686,934 35,830,305 11,361,753 16,048,686

Total Vehicles (E ) 51,303,090 - - - 51,303,090 34,071,914 - 4,960,850 39,032,764 12,270,326 17,231,176

Computer & Accessories Hardware

End User Devices such as Desktop, Laptop etc. 3 19,503,169 98,275 - - 19,601,444 17,953,432 - 280,228 18,233,660 1,367,781 1,549,738

Total Computer & Accessories Hardware ( F ) 19,503,169 98,275 - - 19,601,444 17,953,432 - 280,228 18,233,660 1,367,781 1,549,738

Total Tangible assets G= ( A+B+C+D+E+F) 2,482,033,461 1,386,847 - - 2,483,420,308 1,896,545,781 - 121,783,202 2,018,328,984 465,091,322 585/487,680

INTANGIBLE:

Goodwill - 2,229,900 - - - 2,229,900 - - - - 2,229,900 2,229,900

Softwares/Networks 6 9,154,659 2,158,377 - - 11,313,036 7,830,500 - 533,887 8,364,386 2,948,649 1,324,158

Total Intangible assets ( H ) 11,384,559 2,158,377 ■ ■ 13,542,936 7,830,500 ■ 533,887 8,364,386 5,178,549 3,554,058

Grand Total (G+H) 2,493,418,020 3,545,224 - - 2,496,963,245 1,904,376,281 - 122,317,089 2,026,693,370 470,269,872 589,041,738

Previous Year 2,837,153,825 1,892,035 6,100 345,633,940 2,493,418,020 2,024,343,942 259,999,725 140,032,064 1,904,376,281 589,041,738 812,809,883

ls

K




NOTE-11: LONG TERM LOANS & ADVANCES (Unsecured, Considered Good)Security DepositLong term loan / Advances to Related Parties- to Subsidiaries Companies- to Associates Companies

8,364,647

36,565,752

23,389,001

195,297,0808,500,000

Long term loan/Advances to Others (Net of Provisions) 138,026,593 175,753,348

182,956,992 402,939,429

NOTE-12: OTHER NON CURRENT ASSETS (Unsecured, Considered Good)Retention/ Witheld By ClientsIncluding FDR of Rs.33,00,000/-(Previous year Rs.33,00,000/-)

781,750,893 774,407,553

Earnest Money DepositIncluding FDR of Rs. 4,90,000/- (Previous year Rs.4,90,000/-)

505,000 1,148,640

Claims Receivables 463,639,292 339,023,532

Misc Exp (to the extent not W/o or adjusted) 792,183 1,596,889

1,246,687,368 1,116,176,614

NOTE-13: INVENTORIES [AT COST]EPC-: Work In Progress

Building Material(Including Goods in transit Rs.NIL (Previous Year -Rs.23,08,095/-))

Stores & Spares

2,124,954,008216,636,296

14,194,042

2,100,498,956366,899,085

31,472,065

Real Estate -: Finished -: Work In Progress

31,718,230931,120,659

31,718,230936,279,169

TOTAL 3,318,623,234 3,466,867,505

13.1 - Work in Progress (W IP ) Inventory includes a sum of Rs. 62.30 Crores identified as “ Slow Moving” by the Management, but no provision has been made in the books of accounts as the management is hopefull to encash / recover the same in due course.

NOTE-14: TRADE RECEIVABLES(Unsecured, Considered Good)From JVsi) Debts outstanding for a period exceeding six monthsii) Debts outstanding for a period less than six months

231,183,781 22,147, 027

184,620,86785,414,142

From Associatesi) Debts outstanding for a period exceeding six monthsii) Debts outstanding for a period less than six months

3,739,3762,233,376

From Othersi) Debts outstanding for a period exceeding six monthsii) Debts outstanding for a period less than six months

506,973,790247,554,655

482,490,79130,670,255

TOTAL 1,011,598,628 785,429,431





NOTE-15: CASH & BANK BALANCECash & Cash Equivalents

Cash in Hand 3,468,121 11,842,355

Balances with Scheduled bank in Current Account Earmarked for Unpaid Dividend Others

83,48624,544,650

447,53054,528,081

Others Bank Balances Balances with Banks in FDR Accounts (including Interest Accrued thereon)(Pledge with Banks as Security against BGs and LCs) (Including Rs. 25,66,137/- Having maturity after one Year (Previous Year Rs. 59,67,473/-)

15,148,774 10,564,153

TOTAL 43,245,032 77,382,119

NOTE-16: SHORT-TERM LOANS & ADVANCES(UNSECURED,CONSIDERED GOODS)

Advance For Land (Kolkatta)Prepaid Exp.Insurance Claim Receivable Indirect Tax Balances / recoverable / Credits Advance Income Tax & TDS (Net of Provision of Income Tax) Other Receivable

From Others

4,561,9243,843,882

116,659,626162,866,344

55,667,333

4,561,9247,050,558

656,333107,075,735205,563,586

44,742,530

TOTAL 343,599,108 369,650,666

NOTE-17: REVENUE FROM OPERATIONSCivil Contracts / Projects Real Estate Prior Period Income Claims on excalations & others

1,806,511,476199,982,046

122,200,062

2,079,794,922122,985,363

2,687,45623,463,466

TOTAL 2,128,693,584 2,228,931,207

NOTE-18: OTHER INCOMEDividend Received Profit/(Loss) from Joint Ventures Misc IncomeInterest Received on FDRLiabilities no longer required hence written backSale of ScrapInteresr received on Income Tax refund

2,340(4,360,499)

5,052,0651,700,171

11,615,021

8,897,451

7,200(3,937,811)

1,336,1142,785,9765,475,0862,475,250

TOTAL 23,446,786 8,141,815

NOTE-19: COST OF MATERIAL CONSUMEDRaw Material Consumed 443,292,695 600,297,631

TOTAL 443,292,695 600,297,631





NOTE-20: CHANGES IN INVENTORIES OF WORK IN PROGRESSWIP at closeLess: WIP at Commencement

2,124,954,0082,100,498,956

2,100,498,9562,019,757,103

(B-A)

NOTE-21: STAFF COSTStaff SalaryDirectors’ Remuneration Including Perks Bonus, Gratuity & Leave Encashment Recruitment Expenses Medical Reimbursement Contribution to Provident Fund etc. Employee’s welfare

TOTAL

(24,455,052)

69,004,591597,942

(2,170,492)133,327254,734

1,173,1763,064,782

72,058,060

(80,741,853)

97,130,9342,790,5153,860,966

47,786281,068871,909

4,440,544

109,423,722

NOTE-22: FINANCE COSTSA) Interest Expenses

(i) On Borrowings/Advances(ii) On TDS late deduction/deposit(iii) Others

B) Other Borrowing Cost

TOTAL

342,652,9122,739,642

11,621,143

21,518,582

378,532,279

364,207,3923,423,795

23,186,627

15,487,222

406,305,036

NOTE-23: OTHER EXPENSESDirect Expenses

Diesel & Lubricants consumed Stores & Spares Consumed Machinery Rental Charges (Net) Entry Tax Paid Freight & Cartage Road Tax & Permit expenses Survey/Lab Testing/ Exp Security Exp at site Site Operation Expenses Taxi Hire Charges Insurance expenses Repairs & Maint. Machinery Exp Works Contract Tax Service tax paid Real Estate - Cost of sale Prior Period Expenses Labour Cess

35,220,78726,801,52524,405,647

486,6994,835,721

520,823243,155

3.386.644 743,983,342

5,105,6907,241,7161,404,772

53,203,88210,171,416

217,855,0156.917.645

10,566,770

37,614,87151,575,36640,997,305

351,89511,699,756

874,257627,754

4,338,854676,653,570

5,552,2518,055,1824,321,961

66,400,90210,511,79366,963,8942,592,997

16,960,577

TOTAL: A 1,151,351,251 1,006,093,185





Administrative ExpensesAdvertisement & Publicity 120,000 114,890Business promotion Exp 699,867 1,611,604Director sitting fee 310,000 335,000AGM Sitting Expenses 19,904 15,965Property Tax 566,504 610,400Professional Tax 5,000 -

Books & Periodicals 48,092 68,141Filing Fees 81,480 104,580(Profit)/Loss on Sale/ Transfer of Fixed Assets - 4,628,214Office Expenses 2,858,127 3,544,251Postage & Courier 402,970 530,724Telephone Expenses 3,505,877 3,522,345Printing & Stationery 1,310,202 1,482,320Legal & Professional 3,977,450 4,787,894Rent 5,129,363 7,112,349Repair & Maintenance (Building) 200,212 742,642Repair & Maintenance (Others) 927,513 1,061,150Miscellaneous Expenses Written off 841,441 953,792Tender Fee 501,540 642,593Travelling & Conveyance (Others) 7,846,024 9,220,483Travelling Expenses (Directors) 710,693 824,494Vehicle Running Expenses 3,086,530 3,254,155Festival Expenses 896,076 419,781Donation 274,654 340,900Other Administrative Expenses 7,752,051 11,304,757Penalties 380,955 126,908Sundry Balances written off (2,536,380) 2,502,313Bad Debts - 89,412,727

AUDITORS REMUNERATIONSAudit Fees -Statutories 644,000 641,200Tax Audit Fees 172,500 171,750Other Matters 172,685 171,750

TOTAL: B 40,905,331 150,260,072

TOTAL: A+B 1,192,256,582 1,156,353,257





NOTE-24: EXCEPTIONAL ITEMSLoss on Foreclosure of ProjectLiability/Asset No Longer Required Hence written Back / Off - Exceptional (42,501,842)

21,352,664(119,678,736)

(42,501,842) (98,326,072)

NOTE-25: EARNING PER SHARE (EPS)Net profit after tax as per Statement of Profit & Loss attributable to- - Equity Share Holder

7,001,035 5,373,581

Weighted Average number of equity shares used as denominator for calculation of Basic EPS 29,018,400 29,018,400

Basic Earnings Per Share 0.24 0.19

Weighted Average number of equity shares used as denominator for calculation of Diluted EPS 29,018,400 29,018,400

Diluted Earnings Per Share 0.24 0.19

Face value per Equity share (In Rs.) 10 10


Brahmaputra Infrastructure LimitedNOTE 26SIGNIFICANT ACCOUNTING POLICIES AND OTHER DISCLOUSERS FORMING PART OF BALANCE SHEET AS ON 31st MARCH 2017 AND STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ON THAT DATE.A. COMPANY INFORMATION1. Brahmaputra Infrastructure Limited is into EPC & Real Estate Development Business and handling various

projects like Construction of Bridges, Flyovers, Highways, Airport, Building Construction, Tunnel projects, Mining projects. The Registered Office of the Company is situated at Brahmaputra House, A-7, Mahipalpur (NH-8, Mahipalpur Crossing) New Delhi 110 037

B. SIGNIFICANT ACCOUNTING POLICIES1. Basis of accounting

The financial statements have been prepared to comply with the requirements of the Companies Act, 2013 and Companies Act, 1956 where ever applicable, under the historical cost convention on the accrual basis of accounting.Also the financial statements have been prepared in accordance with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

2. Use of estimatesThe preparation of financial statements in conformity with generally accepted accounting policies requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported accounts of revenues and expenses forthe years presented.

3. Revenue recognitiona. Income from construction contracts is recognized by reference to the stage of completion of the contract

activity as certified by the client.b. Revenue from real estate projects is recognized on the basis of percentage of completion method of

accounting.c. Income from industrial park project is recognized on the time of execution of registered sale deed /

agreement to sale, in relation to sold areas only.d. “Bill raised but unsettled” have been accounted for in the books at the value reasonably ascertained by

the management on the date of raising the bill.e. Claims in respect of civil contracts lodged/awarded with/by the respective Department which may

pertains to earlier years have been accounted for in the books in the year of its certainty and at value /enhanced value reasonably ascertained by the management.

4. JointVenturesRevenues / Expenses from contracts executed by the Company in joint ventures on back-to-back arrangement basis are recognized on the same basis as similar contracts independently executed by the Company. Company's share in the Profit / Loss from joint ventures is accounted as and when the same is determined by the joint venture.

5. Employee benefitDuring the year under review the company has provided Bonus on accrual basis, Provident fund and ESI contribution for eligible employees has been provided on actual liability basis and Gratuity and Leave Encashment has been provided based on actuarial valuation.

6. InvestmentLong term and short term investments both are stated at cost. No provision for diminution in investment is made because of its Long Term Nature.

7. Inventory(a) All inventories consisting of Work in Progress (Contract), Materials & Stores in hand and Real-estate

division has been valued at cost as determined by the Management.(b) No Provision is being made for slow moving Work in Progress as the management is hope full to recover

at stated value.A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7

Brahmaputra Infrastructure Limited8. Foreign currency transactions

a. Transactions in foreign currencies are accounted for at exchange rate prevailing as on date of transaction.

b. All assets and liabilities in foreign currencies existing at balance sheet date are translated at the rate of balance sheet date.

9. Misc. expenditure.a) Preliminary expenses are amortized over a period of 10 years.b) Increase in share capital expenses are amortized over a period of 5 years.c) Amalgamation expenses are amortized over a period of 5 years.

10. Fixed assets.Fixed Assets has been stated at cost less accumulated depreciation. Cost includes purchase price and all other attributable cost of bringing the assets to working condition for intended use.

11. DepreciationDepreciation on Fixed Assets has been provided as per Useful Lives method prescribed under Schedule II of Companies Act, 2013 i.e Depreciable Amount ( Cost Less 5% Residual Value) is to be charged over useful life of Fixed Asset Under Straight Line Method of Depreciation.Carrying Amount of Fixed Asset as on 31.03.2014 is to be depreciated over remaining life of the Asset, However if the life of asset expires before 31.03.2014 it is debited to Reserve and Surplus for the year.

12. Contingent liabilitiesContingent Liabilities not admitted by the company are not provided for in the accounts but are disclosed by way of other disclosures.

13. TaxationIncome Tax comprises current tax and deferred tax. Deferred tax assets and liabilities are recognized for the future tax consequences of timing differences subject to consideration of prudence. Deferred tax assets and liabilities are measured using the tax rates enacted or substantively enacted by the balance sheet date.

14. Earning pershareThe earnings considered in ascertaining company's EPS comprises the net profit after tax. The number of shares used in computing basic EPS is the weighted average number of shares outstanding during the year

15. Borrowing costBorrowing costs that are directly attributable to the acquisition or construction of a qualifying asset are considered as part of the cost of that asset. Other borrowing costs are recognized as an expense in the year in which they are incurred.

16. Prior Period Income/Expenses.Income/Expenses related to Prior Period are shown separately in “Note” to financial Statement under their natural head and the impact of amounts is separately disclosed in other disclosures.

17. Impairment of assetsPursuant to Accounting Standard (AS-28) on Impairment of assets issued by the Institute of Chartered Accountant of India, the company assessed its fixed assets for impairment as at the year end and concluded that there has been no significant impaired fixed assets that needs to be recognized in the books of accounts.

18. Lease rental payments being operating lease is accounted for as an expenses on accrual basis.19. Insurance claims lodged I Receivable with the respective departments has been accounted for in the

books at the value either mutually settled or reasonably ascertained by the management.20. Provision for Doubtfull Debts is being made at value estimated by the management.


Brahmaputra Infrastructure LimitedC. OTHER DISCLOUSERS

1. Contingent Liabilities not provided fo r:(a) Guarantees given by banks towards performance, financial and contractual commitments (Net of FDR)

on behalf of the Company Rs. 19524.56 Lacs (previous year Rs 21796.75 Lacs).(b) Letter of Credit o/s as on 31-03-17 Rs.NIL (Previous Year Rs.329.57 Lacs)(c) Income Tax Demand (including interest) of Rs. 515.83 Lacs (Previous Year-515.83 Lacs) under section

153A/143(3) of Income Tax Act,1961 as the same is under appeal with I.T Authorities. However the I.T Deptt. Has recovered Rs 513.62 Lacs against outstanding refunds shown under “Advance Income Tax & TDS (Net of Provision for income tax)" under Note No. 16

(d) Service Tax demand of Rs.537.38 Lacs (Previous Year-Rs.537.38 Lacs) for F.Y.2005-06 to F.Y. 2010-11 and penalty of Rs. 173.24 Lacs ( Previous Year-173.24 Lacs). However the Deptt. Has recovered Rs 300 Lacs against which the company recovered only Rs 127.76 Lacs from customer, Hence Net figure of Rs172.24 Lacs Under Protest shown shown under “ Indirect Tax Balances / recoverable / Credits” under Note No. 16

(e) VAT/Entry Tax liability against Lucknow Airport Project is estimated to be Approx Rs.95.42 Lacs ( Previous Year - 209.79 Lacs)

(f) VAT/Entry Tax liability for project executed in the state of West Bengal is estimated to be approx Rs.98.31 Lacs ( Previous Year - 72.07 Lacs)

(g) lncomeTaxdemandofRs.0.70Lacs (Previos Year-0.70 Lacs) for penalty of U/s.271 (1b)(h) Income Tax demand for penalty U/s 272 (A)(2)(k) of Rs.3.50 Lacs ( Previous Year - 3.50 Lacs)(i) Penalty for Non Submission of C Form under Lucknow Airport Project- Rs 72.69 Lacs (Previous Year -

Rs 72.69 Lacs)2. (a) The Balance of Security Deposit/ Retention Money, Earnest Money, Withheld Money, Trade Receivables,

Loans & Advances and Trade payables are subject to their confirmation.(b) Rs. 8,04,47932/- (Previous Year - Rs. 78,032,234/-) recoverable from DDA against Service tax against

which Petition have been filed in High Court of Delhi and the same is pending. In the opinion of the Management, the same is considered good and will be recovered in due course therefore no provision has been made in the books of accounts.

(c) Trade payable and Trade Receivables are shown net off business advances.3. Receipts from Civil Contracts / Projects and bill raised but unsettled are inclusive of VAT and / or Service Tax

wherever applicable except Service Tax Liability of Rs 24,15,698/- ( Previous Year Rs 75,97,261 /-) Relatedto DDA Project has not been included in Receipts from Civil Contracts / Projects Instead Only Debited tocustomer and Credited to Service Tax Liability.

4. During the year, the Company was associated in the following Joint Ventures:

S.No. Name of Joint Venture Description of Job

1. DRA-BLA-BCL(JV) Widening and strengthening of existing National Highways from 2 Lane to4 Lane NH-31, Nalbari Section, Assam

2. Madhava - Brahmaputra Consortium Limited (JV)

Construction of foundation, substructure and super-structure (PSC Box Girder) of major bridge No. 543 (proposed span 20x25.00m on pile foundations) at Chainage 143/600 KM and minor Br. No. 541 at Chainage 143/750 KM in between Damcherra-Chandranathpur stations, on permanent 143/180.00 KM to 144/208.00 KM and all other ancillary works in connection with Lumding-Silchar Gauge Conversion Project.

3. DRA- Brahmaputra Consortium Limited (JV)

(i) Construction of Grade Separator at Rani Jhansi Road at New Delhi. (N.I.T.-EE.XVIII/2007-08/09)

(ii) Construction of Grade Separator at Dabri intersection of Pankha Road and Road leading to Dwarka near Janakpuri in West Delhi.


Brahmaputra Infrastructure LimitedS.No. Name of Joint Venture Description of Job

4. Unity-Brahamputra Consortium (JV) (i) Construction of Jorhat Medical College & Hospital,Jorhat(ii) Construction of Single line BG Tunnel No.6 in coonection with

Construction of new railway line project Jiribam-Tupul(lmphal) of N.F Railway (Construction)

(iii) Execution of the work “Assam Hills Medical College & Research Institute, Diphu.KarbiAnglong”

5. IPL-Brahmaputra Infrastructure Limited (JV)

Construction of New Integrated Passenger Terminal Building at Lucknow Airport.

6. SMSIL-BCL (Joint Venture) Construction of North Bank Embankment on river Brahamaputra near Dibrugarh, Assam

7. Madhava Hytech - Brahamaputra (JV)

Construction of underpass at Ring Road and Kadirenhalli Road junction at Banglore, Karnataka.

8. SMSIL-BIL (Joint Venture) Construction of North Guide Bundh in river Brahmaputra.

9. BCL-FGM Consortium Hiring of Crawler mounted shovels / Hydraulics Excavators, backhpes, dumpers for removal of Lignite

10. KMC Brahmaputra Infrastructure Ltd. (JV)

Contruction of 2-lane Gangtok Byepass Road from Ranipool to Burthuk in East Sikkim

11. DRAIPL-Brahmaputra Infrastructure Ltd. (JV)

Contruction of 2-lane Silchar Byepass with paved shoulders under SARDP-NE,Phase-A, under Silchar PWD NH Division in the State of ASSAM.

12. Supreme-BIL (JV) Construction of pucca road on service road of saran main canal, Marhaura branch canal, Kateya branch canlal and Hathua branch canal, Under saran canal system.

13. BIL-BLA-GSCO (JV) Development and operations of Chatti Bariatu Coal Mining Block

14. DRA-Brahmaputra Infrastructure Ltd. (JV)

Improvement & Upgradation of SH-46 ( Dudhnoi Goalpara Pancharatna)

15. Brahmaputra Infrastructure Ltd. PKV (JV)

Design & Construction of 1000 M Long Multi Span Pmt PSC Box Girder Including SSI Over Ujh Nallah at Km 4.170 on Road Parole- Koreponnu- Rajpura Under Project Sampark in J&K State

5. Previous year figures having been re-worked, regrouped rearranged and reclassified wherever necessary to make them comparable with current year figures.

6. Accounting for Tax on Income:Current Tax is determined based on the provision of the Income Tax Act 1961 including treatment of Retention Money amount as contingent amount taxable in the year of its real accrual/ receivable based on real income theory. Deferred tax has been provided for all timing difference as required under the provisions of the Accounting Standard -22 issued by the Institute of Chartered Accountants of India.

7. Remuneration to Managing Director & Whole time Directors as under:Rs. In Lacs

Particulars 2016-17 2015-16

Salary 5.97 25.28

Perks - 2.62

TOTAL 5.97 27.90

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7

Brahmaputra Infrastructure Limited8. Related Party Disclosure pursuant to Accounting Standard (AS) 18 is as follows:

List of Related Parties:a) Subsidiaries:

- Brahamputra Concrete (Bengal) Pvt. Ltd.- Brahmaputra Concrete (P) Ltd.- Brahmaputra Property Management Services (P) Ltd. (Shares Sold on 15.07.2016)

b) Joint Ventures:BCL-FGM Consortium BIL-BLA-GSCO (JV)BLA Brahmaputra Consortium Ltd (JV)Brahmaputra Consortium Ltd (JV)Brahmaputra Infrastructure Limited-PKV (JV)BTS Brahmaputra Consortium Ltd (JV)DRABrahmaputra Consortium Ltd (JV)DRA-BLA-BCL(JV)DRA-Brahmaputra Infrastructure Ltd.(JV)DRAIPL-Brahmaputra Infrastructure Limited (JV)GPL- Brahmaputra Consortium Ltd (JV)IPL-Brahmaputra Infrastructure Ltd. (JV)KB- Brahmaputra Consortium Ltd (JV)KMC-Brahmaputra Infrastructure Limited (JV)Madhava - Brahmaputra Consortium Ltd (JV)Madhava Hytech Brahamaputra (JV)PCL- Brahmaputra Consortium Ltd (JV)SMSIL BCL (Joint Venture)SMSIL-BIL (Joint Venture)Supreme-Brahmaputra Infrastructure Limited (JV)Unity- Brahmaputra Infrastructure Ltd. (JV)

c) Associates & Related Companies:Anjanee Estates Private Limited Bengal Brahmaputra Realty Limited Brahmaputra Finlease (P) Ltd.Brahmaputra Holdings (P) Ltd.Brahmaputra Industrial Park Pvt. Ltd.Brahmaputra Overseas Ltd.Brahmaputra Projects (P) Ltd.Brahmaputra Promoters & Developers Limited Brahmaputra Promotors and Planners (P) Ltd.Brahmaputra Realtors (P) Ltd.Indotech Tubewells (P) Ltd.M. L. Singhi &Associates (P) Ltd.Meghalaya Infratech Ltd.Brahmaputra Property Management Services (P) Ltd.

d) Key Management Personnel & their relatives:- Sanjeev Kumar Prithani, Joint Managing Director- Sanjay Kumar Mozika, Joint Managing Director- Manoj Kumar Prithani, CEO- Rajesh Singh, Whole Time Director (Tenure Completed on 30.09.2016)


Brahmaputra Infrastructure Limited- Pankaj Goyal, V.P. ( Finance &Accounts)- Vivek Malhotra, Company Secretary- Anita Prithani, Relative- Kiran Prithani, Relative- KuladharSaharia, Independent Director- Khushboo Jhuria, Independent Director- Narendra Nath Batabayal, Independent Director (Resigned on 06.02.2017)

The following transactions were carried out with the related parties in ordinary course of business:Statement showing related party transactions during the year ended on 31 st March 2017

Rs. In Lacs



i)Purchase of Material / Services / Fixed Assets / Rent / 1 nterest / Piece rate work / Taxi Hiring

0.00(NIL)

26.39(37.08)

111.88(530.55)

10.80(10.8)

ii)Sale of Material / Services / Fixed Assets / Rent / Escalation & other Arbitrational Claims / Investment / Interest

32.86(NIL)

4,178.06(3679.92)

575.00(530.06)

0.00(NIL)

iii) Managerial Remuneration /Salary/ Sitting Fees (NIL) (NIL) (NIL)59.46

(51.75)

iv) Advance / Loan given / paid back during the year 2.69(39.80)

406.11(1436.37)

7,780.92(3892.67) (NIL)

v) Advance / Loan taken / received back during the year 1,590.00(14)

94.76(305.17)

6,424.64(6252.16) (NIL)

vi) Retention / withheld deducted during the year (NIL)248.76

(833.29)0.92

(131.64) (NIL)

vii) Retention / witheld released during the year / deducted during the year by BIL (NIL)

140.61(1368.17) (77.86) (NIL)

vii) Net Investments made during the year 0.00(-1.8)

189.13(-218.38) (NIL) (NIL)

viii) Outstanding at year end.

Payables (NIL)2,241.65

(2553.05)1,166.77

(2616.82)7.53

(4.65)

Receivables 398.51(1952.97)

7,277.36(6160.26)

37.66(148.58) (NIL)

Investments 56.75682.35)

2,308.28(2119.20)

327.25(327.25) (NIL)

Guarantees & Collateral given (NIL)(NIL)

8,805.12(9282.54)

(NIL)(NIL)

(NIL)(NIL)

Note: figures in () relates to previous year ended 31.03.2016

9. In the opinion of the Directors, the Current Assets, Non Current Assets,Claim Receivables,Outstanding Arbitrational Claim,Loan & Advances (excluding retention money) have a value on realization in ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.

10. The company has not received information from vendors regarding their status under the Micro, Small and medium Enterprise Development Act,2006 and hence disclosure relating to amounts unpaid as at the year end togetherwith interest paid/payable under this Act has not been given.


11. Segment ReportingThe Company has two segments - Heavy Civil Construction Division and Real Estate. Individual reporting is given below:Primary Segment (Business Segment)

Rs. In Lacs


ParticularsHeavy Civil

Construction Division

Real Estate Division Total

A. Revenue

External 19,287.12(21059.46)

1,999.82(1229.85)

21,286.94(22289.31)

B. Results

Profit / (Loss) Before Tax 285.14(-522.92)

-178.73(560.21)

106.41(37.29)

Provision for Income Tax 265.13(98.11)

0.00(185.22)

264.97(283.33)

Provision for Deferred Tax -228.74(-299.94) (Nil)

-228.74(-299.94)

Profit after Tax 248.75(-321.26)

-178.73(374.99)

70.02(53.73)

C. Other Information

Segment Assets 56,483.98(58922.82)

12,378.34(12097.71)

68,862.31(71020.53)

Segment Liability 48,966.23(51029.74)

5,886.05(6016.65)

54,852.27(57046.39)

Capital Expenditure 35.45(18.98) (Nil)

35.45(18.98)

Depreciation 1,223.17(1400.32) 0

1,223.17(1400.32)

Non cash expenditure other than depreciation 8.41(9.54) (Nil)

8.41(9.54)

Note: figures in ( ) relates to previous year ended 31.03.2016

12. Deferred Tax LiabilityThe break up of tax effect of timing differences is given as under:

S.No. Item of Timing Difference Opening as at 01.04.2016

Charge / (Release) during the Year

Closing as at 31.03.2017

1. Depreciation (21,810,994) (10,629,281) (32,440,275)

2. Retention Money Adjustment 175,437,969 (6,196,375) 169,241,594

3. Disallowance under Income Tax Act (113,384,975) (6,048,705) (119,433,680)

Total 40,242,000 (22,874,361) 17,367,639

13. There is no impairment loss on fixed assets is recognized or reversed during the year pursuant to Accounting Standard (AS) 28.


Brahmaputra Infrastructure Limited14. Information pursuant to provision of Schedule III of the Companies Act, 2013 wherever applicable are as

follows: (Rs. In Lacs)

S.No. Particulars 2016-2017 2015-2016

1. A. Income from Operations 21,286.94 22,289.31

B. Other Income 234.47 81.42

C. Profit Before Tax 106.41 37.29

D. Profit After Tax 70.01 53.74

E. Dividend 0.17 0.17

II. A. Value of Import on CIF basis Nil Nil

B. Expenses in Foreign Currency Nil Nil

C. Earning in Foreign Currency Nil Nil

15. Profit After Tax is after considering the following Income, Expenditure & Taxes which relates to Prior Period(Rs. In Lacs)

S.No. Particulars 2016-2017 2015-2016

A. Income - 26.87

B. Expenses 69.18 25.93

Prior Period Income Tax of Rs 34.11 Lacs (Previous Year Rs. 105.65 Lacs Directly Debited to Reserve & Surplus)

16. Detail of specified bank notes or Other Denomination Note (ODN) as defined in the MCA notification G.S.R. 308(E) dated March, 31,2017 are as under:

Particulars SBNs ODNs TOTAL

CLOSING CASH ON HAND AS ON 08.11.2016 1,300,000 2,104,804 3,404,804

(+) Permitted Receipts NIL 2,315,759 2,315,759

(-) Permitted Payments NIL 3,422,066 3,422,066

(-) Amounts Deposited in Banks 1,300,000 NIL 1,300,000

Closing cash on hand as on 30.12.2016 NIL 998,497 998,497


For A.B. BANSAL AND COMPANY For Brahmaputra Infrastructure LimitedCHARTERED ACCOUNTANTS Firm Regn. N o .: 010538N



Place: New Delhi Vivek Malhotra Pankaj Goyai Sanjeev Kumar PrithaniDate : 10.06.2017 (Company Secretary) (VP-Finance & Accounts) (Joint Managing Director)

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7 C l

Brahmaputra Infrastructure LimitedIndependent Auditors' Report on Consolidated Financial Statements

THE MEMBERS OFBRAHMAPUTRA INFRASTRUCTURE LIMITED

Report on the Consolidated Financial StatementsWe have audited the accompanying consolidated financial statements of Brahmaputra Infrastructure Limited (hereinafter referred to as “the Holding Company”) and its subsidiaries (the holding Company and its subsidiaries toghether referred to as “ the Group”) its associates and joint ventures (as per list appearing in Note 26-B-1(a) comprising of the consolidated balance sheet as at 31st March, 2017, the consolidated statement of Profit and Loss, the consolidated cash flow statement of the year then ended, and a summary of significant accounting policies and other disclosures ( hereinafter referred to as “the consolidated financial statements”) .

Management's Responsibility for the Consolidated Financial StatementsThe Holding Company's Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act” ) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the group including its Joint Ventures in accordance with the accounting principles generally accepted in india, including the Accounting Standard specified under Section 133 of the Act, read with Rule-7 of the Companies (Accounts Rules ) 2014. The respective board of Directors of the Companies included in the group and of its joint ventures are responsible for maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the asset of the Group and for preventing and detecting frauds and other irregularities; the selection and application of the appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

Auditor's ResponsibilityOur responsibility is to express an opinion on these consolidated financial statements based on our audit. While Conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the Provisions of the Act and the Rules made thereunder.We conducted our audit in accordance with the Standard on Auditing specified under Section 143(10) of the Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company's preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness ofthe accounting policies used and the reasonableness of the accounting estimates made by the Holding Company's Board of Directors, as well as evaluating the overall presentation ofthe consolidated financial statements.We believe that the audit evidence obtained by us and the audit obtained evidence obtained by other auditors in terms of their reports referred to in sub paragraph (a) ofthe Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

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Brahmaputra Infrastructure LimitedOpinionIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in india, of the consolidated state of affairs of the Group and Joint Ventures as at 31st March 2017 and their Consolidated Profit and their consolidated cash flows for the year ended on that date.

Emphasis of MattersWe draw attention to the Note No. 13.1 to the Consolidated Financial Statements which describes about “No Provision made for Slow Moving WIP” amounting to Rs. 62.30 Crore.Ouropinion is not modified in respect of this matter.

Other Matter(a) We did not audit the financial statements/ financial information of two subsidiaries companies namely

Brahmaputra Concrete Private Limited and Brahmaputra Concrete (Bengal) Private Limited and One Joint Venture namely DRA-BLA-BCL (JV), Whose financial statements / financial information reflect total asset of Rs. 433.82 Lacs as at 31st March 2017 , total revenues of Rs. 158.55 Lacs and net cash flows amount to Rs. 67.32 Lacs for the year ended on that date, as considered in the consolidated financial statements. The financial statements / financial information of subsidiaries and Joint Venture have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and joint venture and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, insofar as it relates to the aforesaid subsidiaries and joint venture, is based solely on the reports of the other auditors.

(b) We did not audit the financial statements/ financial information of Two Joint Ventures namely GPL-Brahmaputra Consortium Ltd. (JV) and BIL-BLA-GSCO(JV) Whose financial statements / financial information reflect total asset of Rs. 569.41 Lacs as at 31 st March 2017, total revenues of Rs. NIL and net cash flows amount to Rs. -1.15 Lacs for the year ended on that date, as considered in the consolidated financial statements. These financial statements / financial information are unaudited and have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of such joint venture and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, insofar as it relates to the aforesaid joint ventures , is based solely on such unaudited financial statements / financial information.Our Opinion on the consolidated financial statements, and our report on other Legal and Regulatory Requirement below , is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the auditors and the financial statements/financial information certified by the Management.

Report on other legal and Regulatory Requirements1. As required by section 143(3) of the Act, we report, to the extent applicable, that:

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of ouraudit of the aforesaid consolidated financial statements.

b. in ouropinion proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as appears from our examination of those books and reports of the other auditors.

c. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

d. in our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Company (Accounts) Rules, 2014.

e. on the basis of written representations received from the directors of the Holding Company as on March 31,A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7 m

Brahmaputra Infrastructure Limited2017, and taken on record by the Board of Directors ofthe Holding Company and the reports ofthe statutory auditors of its subsidiary companies, none of the directors of the Group Companies is disqualified as on March 31,2017, from being appointed as a director in terms of Section 164(2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness of such controls, refer to our separate Report in “Annexure 1” which is based on the Auditors Report ofthe Company and its Subsidiaries Companies.

g. With respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:(i) The consolidated financial statements disclose the impact of pending litigations on the consolidatd

financial position ofthe group, its associates and joint ventures Refer Note 26-C-1 (a) to (i) to 26-C-3 the Consolidated financial statement.

(ii) The Group did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

(iii) Except Rs 3,64,042/- which is duly transferred to Investor Education and Protection Fund during the year, There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Holding Company and its subsidiary companies.

(iv) The Going Concern Assumption of one of the Subsidiary Company Namely Brahmaputra Concrete Private Limited is in stake, which can be assumed from the point that the management has fully written off the inventories in the last year. Moreover, the company is cease to operate since last few years.

For A. B. BANSAL & COMPANYCHARTERED ACCOUNTANTS


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Brahmaputra Infrastructure LimitedANNEXURE-1 TO THE INDEPENDENT AUDITORS REPORT

Re.: BRAHMAPUTRA INFRASTRUCTURE LIMITED

Report on the Internal Financial Controls under Clause (i) o f Sub-section 3 of Section 143 of the Companies Act, 2013 (“ the Act” )In conjunction with our audit of the Consolidated financial statements of the Company as of and for the year ended 31 st March 2017, we have audited the internal financial controls overfinancial reporting of Brahmaputra Infrastructure Limited (“the Holding Company”).Management's Responsibility for Internal Financial ControlsThe Holding Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.Auditors' ResponsibilityOur responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system overfinancial reporting.Meaning of Internal Financial Controls Over Financial ReportingA Company's internal financial control overfinancial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls overfinancial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, orthat the degree of compliance with the policies or procedures may deteriorate.

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Brahmaputra Infrastructure LimitedOpinionAccording to the information and explanation given to us, in our opinion, the Holding Company has, in all material aspects, an adequate internal financial control system over financial reporting and such internal financial controls were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.



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Brahmaputra Infrastructure LimitedCONSOLIDATED BALANCE SHEET AS AT 31 ST MARCH 2017



I. EQUITY AND LIABILITIES Shareholder’s funds(a) Share Capital(b) Reserve & Surplus(c) Minority Interest Non-current liabilities(a) Long-term Borrowings(b) Deferred tax liabilities (Net)(c) Other Long-term liabilities(d) Long-term Provision Current liabilities(a) Short-term borrowings(b) Trade payables(c) Other current liabilities(d) Short-term Provision

ASSETSNon-current assets(a) Fixed Assets

(i) Tangible assets(ii) Intangible assets(iii) Capital Work in Progress

Total

(b) Goodwill/Surplus on Consolidation(c) Non-Current investment(d) Long term Loans & Advances(e) Other non-current assets Current assets(a) Inventories(b) Trade receivables(c) Cash & Bank Balance(d) Short-term loans and advances

Total

TOTAL

“ 1”

“ 2”

"3”

“4”“5”

„ 7 „

" 8”

“ 10”

" 11”

“ 12”

“13”“14”“15”“16”

428,984,000934,771,991100,000

1,616,659,94217,367,639

584,559,30311,145,744

1,856,768,355645,010,765766,795,338

1,062,301

428,984,000933,044,748

100,0001,618,921,502

40,242,000778,929,882

14,405,984

1,814,175,854715,391,405753,213,887

1,062,301

6,863,225,377 7,098,471,564

477.202.381 601,277,172 36,724,545 32,640,662

388,527 388,527

514,315,453 634,306,360

124,398,135 112,407,78058,088,621 118,157,001

146,454,193 366,471,6301,248,316,576 1,117,680,584

3,349,038,486 3,498,764,3671,012,857,423 788,500,614

44,494,110 72,015,312365.262.381 390,167,915

4,771,652,400 4,749,448,208

TOTAL

Significant Accounting Policies and Other DisclosuresNOTE 1 to 16 and 26 form an integral part ofthe Balance sheet

“26”

6,863,225,377 7,098,471,564




P la c e : New Delhi Vivek Malhotra Pankaj Goyal Sanjeev Kumar PrithaniDate : 10.06.2017 (Company Secretary) (VP-Finance & Accounts) (Joint Managing Director)


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Brahmaputra Infrastructure LimitedCONSOLIDATED STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ON 31 ST MARCH 2017



1. Revenue from Operations “17” 2,142,385,972 2,239,289,128

II. Other Income “18” 27,689,458 17,438,879

TOTAL 2,170,075,430 2,256,728,006

III. Expenses:Cost of Material ConsumedChanges in inventories of work-in-progressStaff CostFinancial costsDepreciationOther Expenses

“19”“20”“21”«22”“9"

“23”

446,647,125(17,969,081)

73,272,042379,168,993125,971,414

1,196,708,632

601,749,234(74,006,957)110,990,869408,236,800145,592,462

1,160,655,778

Total Expenses 2,203,799,125 2,353,218,185

IV. Profit/(Loss) before exceptional and extraordinary item and tax (l+ll-lll) (33,723,695) (96,490,179)

V. Exceptional Items “24” (42,501,842) (98,326,072)

VI. Profit/(Loss) before extraordinary item and tax (IV-V) 8,778,147 1,835,893

VII. Extraordinary item - -

VIII. Profit/(Loss) before tax (VI-VII) 8,778,147 1,835,893

IX. Tax expenses Current Tax Deferred Tax Earlier Year TaxationDividend on Cummulative Preference Shares including DDT Profit After Tax from continuing Operations

26,497,230(22,874,361)

16,6565,138,622

28,333,000(31,627,869)

(222)16,656

5,114,328

X. Earning Per equity share:Basic Earning per Share Dilluted Earning per Share

“25”0.180.18

0.180.18

Significant Accounting Policies and Other Disclosures “26” NOTE 17 to 25 & 9 and 26 form an integral part of the Statement of Profit & Loss










ECUA n n u a l R e p o r t 2 D 1 6 - 2 D 1 7

Brahmaputra Infrastructure LimitedCONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 ST MARCH 2017

H. Cash Flow From Financing ActivitiesProceeds from / Repayment of Long Term borrowings/Other Long Term Liability Proceeds from / Repayment of Short Term borrowings (Increase) / Decrease in Auth. Share Capital & Share Issue Exp.Interest paid (Net of Interest received)Dividend on Preference share capital

Net Cash Flow from Financing Activities

I. Net lncrease/(Decrease) in Cash and Cash Equivalents (F+G+H)Cash and Cash Equivalents at the beginning of the year **

Cash and Cash Equivalents at the end of the year

(267,486,003)42,592,501

(7,307)(377,468,822)

(16,656)

(27,521,202)72,015,312

44,494,110



A Cash Flow from Operating Activities Profit Before Tax (33,723,695) (96,490,179)Adjustment for: Depreciation 125,971,414 145,592,462Interest paid (Net of Interest received on FDR) 377,468,822 405,450,824Loss / (Profit) on sale of Assets (Net) - 3,619,297Misc. exp. Written off 841,441 993,360Dividend Income received (2,340) (7,200)

B. Operating Profit before Working Capital changes 470,555,642 459,158,564C. Changes in Working Capital (Excluding Cash & Bank Balance)

(Increase) / Decrease in Trade and other Receivables ** (153,095,266) 61,621,053(Increase) / Decrease in Inventories 149,725,881 (287,525,937)Increase / (Decrease) in Trade Payables and other Liabilities ** 10,319,766 119,829,770

D. Cash Generated from Operations (B+C) 477,506,023 353,083,450E. Less : Taxes paid (Including Prior Period)** (12,788,633) 19,835,334F. Net Cash flow before Exceptional / Extraordinary Items (D-E) 490,294,656 333,248,116

Less : Exceptional / Extraordinary Items (42,501,842) (98,326,072)Net Cash from Operating Activities (F-G) 532,796,498 431,574,188

G. Cash Flow from Investing Activities Purchase of Fixed Assets (6,011,778) (6,794,541)Sale / Adjustments of Assets ** - 275,878,678Increase / (Decrease) In Goodwill / Surplus on Consolidation (11,990,355) (149,679)Dividend received 2,340 7,200(Increase) / Decrease in Investments in Subsidiary/Associates ** 62,560,000 (59,042,500)(Increase) / Decrease in Investments in Joint Ventures (2,491,620) 11,225,954

Net Cash used in Investing Activities 42,068,587 221,125,112

(647,124,153)414,438,385

(965,126)(405,450,824)

(16,656)

(602,386,287) (639,118,374)

13,580,92658,434,386

72,015,312

“ Including effect of one subsidiary namely Brahmaputra Property Management Services Pvt. Ltd., shares of which have been sold in F.Y. 16-17 hence become out-off subsidiary status for the F.Y. 16-17, due to this figures of F.Y. 15-16 have been recasted/ re-group to make them camparable with F.Y. 16-17 figures. But the figures of F.Y. 14-15 have not been recasted/ re-grouped hence cash flows for the F.Y. 15-16 have been calculated with the original figures of F.Y. 14-15.




Place: New Delhi Vivek Malhotra Pankaj Goyal Sanjeev Kumar PrithaniDate : 10.06.2017 (Company Secretary) (VP-Finance & Accounts) (Joint Managing Director)


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NOTE-1: SHARE CAPITAL

AUTHORIZED SHARE CAPITAL3,00,00,000 Equity Share of Rs.10/- each 300,000,000 300,000,000

(Previous Year 3,00,00,000 Equity Share of Rs.10/- each)

1,40,00,000 Preference Share of Rs.10/- each 140,000,000 140,000,000

(Previous Year -1,40,00,000 Preference Share of Rs.10/- each)

ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL EQUITY SHARES

2,90,18,400 Equity Shares of Rs. 10/- Each fully paid up 290,184,000 290,184,000

(Previous Year 2,90,18,400 Equity Shares of Rs. 10/- each fully paid up)

PREFERENCE SHARES1,38,80,000 (0.01%) Cummulative Reedemable Preference Shares of Rs. 10 Each Fully Paid up 138,800,000 138,800,000

(Previous Year 1,38,80,000 (0.01%) Cummulative Reedemable Preference Shares of Rs. 10 Each Fully Paid up)

TOTAL 428,984,000 428,984,000

1.1 DETAIL OF SHAREHOLDERS HOLDING MORE THAN 5% EQUITY SHARES IN THE COMPANY

As at 31st March 2017 As at 31st March 2016

Class of Shares / Name of Shareholder No. of Shares held % of Holding No. of Shares held % of Holding

EQUITY SHARES

M.L.Singhi & Associates Pvt. Ltd 5,461,475 18.82 5,461,475 18.82


Brahmaputra Holdings Pvt. Ltd. 3,339,161 11.51 3,339,161 11.51

Suresh Kumar Prithani 1,699,983 5.86 1,699,983 5.86

Sanjeev Kumar Prithani 1,481,534 5.11 1,481,534 5.11

CUMULATIVE REDEEMABLE PREFERENCE SHARES


M.L.Singhi & Associates Pvt. Ltd 4,080,000 29.39 4,080,000 29.39

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Particulars Note No. No. of Shares as at 31 March 2017

No. of Shares as at 31 March 2016

1.2 Reconciliation of number of Equity Shares outstanding is set out belowNumber of Shares outstanding at the beginning of the year Add : Number of Shares Issued During the year Less: Number of Shares bought back during the year Number of Shares outstanding at the end of the year

29.018.400

29.018.400

29.018.400

29.018.400

1.3 Reconciliation of number of Preference Shares outstanding is set out belowNumber of Shares outstanding at the beginning of the year Add : Number of Shares Issued During the year Less: Number of Shares bought back during the year Number of Shares outstanding at the end of the year

13.880.000

13.880.000

13.880.000

13.880.000

1.4 Bonus Shares issued in last 5 (five) precedings years Nil Nil

NOTE-2: RESERVE & SURPLUS Security PremiumBalance as per Last Financial Statement 270,822,140 270,822,140

General ReserveBalance as per Last Financial Statement

270,822,140

903,941,436

270,822,140

903,941,436

Profit & Loss AccountBalance as per Last Financial StatementAdd: Profit/(Loss) for the YearLess: Prior Period Income TaxLess: Transferred to General Reserve

903,941,436

(241,718,828)5,138,6223,411,379

(239,991,585)

903,941,436

(236,267,860)5,114,328

10,565,296

(241,718,828)

TOTAL 934,771,991 933,044,748

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NOTE-3: LONG-TERM BORROWINGS Secured

Term Loans: Equipments Non Current Current Non Current Current

- From Banks - 95,937 171,511 714,443

- From Others(Secured against hypothecation and First Charge of Equipment & Machinery& Personal guarantee of Promoter Directors, Carrying Interest rate between 11.50% to 13.50% )

31,164,620 46,525,940 99,942,900

Term Loans: City Centre - Shopping Mall

- From Allahabad Bank 461,448,962 (Secured against exclusive first charge on entire movable and immovable fixed assets of the project & charge on land (in the name of JV partner) of such project, & personal guarantee of promoters / directors and land owners, Carrying Interest rate base rate plus 1.50%)

10,000,000 350,239,019 219,214,209

Working Capital Term Loans (WCTL) From Banks (Refer Note 3.3) 947,485,691 114,147,174 1,031,739,277 61,280,225

Funded Interest Term Loans (FITL) From Banks (Note 3.3) 176,029,841 97,307,432 236,715,533 56,470,250

Unsecured- From Others 530,828 - 56,162 -

Total Long Term Borrowings 1,616,659,942 268,076,483 1,618,921,502 437,622,027

3.1 Maturity / Repayment Profile of Term Loan from Bank & Others 1 -2 Particulars of Loan

2-3 >3

Repayment to Others - Term Loan Equipments Repayment of Term Loan - City Centre Shopping Mall Repayment to Bank - WCTL Repayment to Bank - FITL

28,693,215461,448,962110,172,75558,676,614

2,471,405

165,259,13293,882,582

672,053,80423,470,645

658,991,546 261,613,119 695,524,449

3.2 DETAIL OF OVERDUE INSTALMENTS AND INTEREST

Particulars of Loan

- From Banks

- From Others


70,244,363 96,012,867

21,500,000 1,919,349


67,129,012 40,348,049

91,644,300 8,963,467

91,744,363 97,932,216 158,773,312 49,311,516

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“All Long Term and Short Term Borrowings from “ Banks” were restructured with cut off date as on 01 st March 2014 under RBI “ Corporate Debt Restructuring Mechanism” vide letter of approval dt. 17th December 2014. The same has been implemented by the participating banks. The Company has further requested banks to restructure its credit facilities under Scheme for Sustainable Structurring of Stresses Assets ( S4A) in terms of RBI Circular dated 13th June 2016 and amendments thereafter.

-Primary Security1st Pari-passu charge on all the current assets (present/future) except current assets of City centre shopping mall project which is exclusively charged to Allahabad bankforterm loan of Rs. 60.00 Crores.1st pari-passu charge on fixed assets of company (except fixed assets exclusively charged with Allahabad Bank for shopping mall term loan and equipments exclusively charged with equipment lenders).

-Collateral Security:First pari-passu charge with all consortium banks on the following immovable properties:-- Land & Building atA-7, Mahipalpur, Delhi. (Jointly owned by Co. and one other Associate Company)- Office premises at 401, 4th floor, Royal Plaza, GS Road, Guwahati in the name of the Associate Company- Central Workshop, Parking Bay and Industrial Land situated at Brahmaputra Industrial Park, Village Sila,

District Kamrup, Assam.- Banarsai Devi Bhawan, Railway Road, Deedwana, District Nagour, Rajasthan in the name of relative of

Promoter- First pari-passu charge on furniture and fixtures atA-7, Mahipalpur, Delhi.- Hypothecation of other plant and machinery on subservient charge basis for consortium.

Common Securities( Excluding Equipment Lenders):Personal Guarantee of Mr. Manoj Kumar Prithani, Mr. Sanjeev Kumar Prithani, Mr. Suresh Kumar Prithani, Mr. Sanjay Kumar Mozika and Mr. Suneet KumarTodi.Corporate Guarantee of M/s Brahmaputra Promoters and Planners Pvt. Limited and M/s Brahmaputra Projects Pvt. Limited.Promoters and promoter group to pledge their entire unencumbered shareholding in favour of lenders. In case the company wants to bring in strategic investor in future, the Lenders to permit release of the shares pledged to the extent that the total pledge of promoter shareholding is not less than 51% at all times.In Terms of Sanction of CDR package 100% Shareholding of promoters have been pledged.

Rate of InterestRate of Interest as per CDR Sanction is 9.95% to 10.45%.p.a (floating) linked to base rate of convener (Indian Overseas Bank), with a right to reset after every 2 years

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NOTE-4: OTHER LONG TERM LIABILITY

Advances from Customers Secured

(Secured against Bank Guarantees) i) From Related parties 224,169,234 243,686,938ii) From Others 113,072,379 344,183,852

Unsecuredi) From Others - 14,120,600ii) From Related parties 15,399,041 15,306,247iii) From Others 231,918,649 161,632,245

TOTAL 584,559,303 778,929,882

NOTE-5: LONG TERM PROVISIONNon Current Current Non Current Current

Provision for Gratuity 8,992,530 595,221 11,032,703 595,221Provision for Leave Encashment 2,153,214 467,080 3,373,281 467,080

11,145,744 1,062,301 14,405,984 1,062,301

NOTE-6: SHORT-TERM BORROW INGS

SecuredLOANS REPAYABLE ON DEMAND Working Capital Facilities from Banks (for Terms refer Note 3.3)- Cash Credit Facilities 1,721,920,837 1,535,235,900

Unsecured- Inter Corporate deposits from Related Parties 124,847,518 268,939,954- Inter Corporate deposits from Others 10,000,000 10,000,000(Carrying interest rate of 12%.)

1,856,768,355 1,814,175,854

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7




NOTE-7: OTHER CURRENT LIABILITIESExpenses Payable Advances Received Statutory Liabilities Bonus PayableDirectors Remuneration Payable Other Liabiities (Credit Cards)Interest Accrued and due on Term Loan From Banks Interest Accrued and due on Term Loan From Others Current maturities of long-term debt (Refer Note No.3)Unclaimed DividendDividend on Cummulative Preference Shares Withheld Money ContractorsReliance Infrastructure Ltd - ( Full and Final Settlement - Pune Satara) Manoj Kumar Prithani Pradeep Kumar Harlalka M.L.Singhi & Associates Pvt. Ltd

40,520,59342,910,974

133,253,57516,076,517

96,012,8671,919,349

268,076,48383,48727,76055,184

167,632,78783,000

137,2625,500

40,351,62898,866,101

110,783,57115,059,887

334,007203,478

40,348,0498,963,467

437,622,027447,530

13,880

83,000137,262

766,795,338 753,213,887

NOTE-8: SHORT TERM PROVISIONSProvision for Gratuity (Refer Note No.5)Provision for Leave Encashment (Refer Note No.5)

595,221467,080

595,221467,080

1,062,301 1,062,301

NOTE-10: NON CURRENT INVESTMENTUnquoted (at cost)

In Associates / Related Companies :

Brahmaputra Property Management Services (P) Ltd (NIL Equity Shares (Previous Year - 62,56,000 Equity Shares) of Rs 10/- each fully paid up)

" 62,560,000

Investment in Meghalaya Infratech Ltd.(197,550 Equity Shares (Previous Year -197,550 Equity Shares) of Rs 10/- each fully paid up)

32,725,000 32,725,000

In Others

Union Bank of India(1,200 No of Equity Shares of Rs 10/- each fully paid up)Market Value as at 31.03.2017 Rs.1,87,488/- (Previous Year - Rs.1,57,020)

19,200 19,200

Other Trade Investments

Capital in Joint Ventures 25,344,421 22,852,801

TOTAL 58,088,621 118,157,001

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7

>zzc>r7}m-u□71HM□

M□

Note 9 - Fixed Assets as per Schedule II of The Companies Act 2013 as on 31.03.2017

Name of The Asset

GROSS BLOCK DEPRICIATION BLOCK NET BLOCK

Useful Life in No. of years As on

01/04/2016

Addition During theYearDeduction / Sale during the year


Up to 01-04-16

Deduction on account

of Sale of Assets

For the Year April-16

to Mar-17

Transferredto

DevelopmentWIP


WDVAs on 31/03/2017

WDVAs on 31/03/2016Not

Put to useNot

Put to use

TANGIBLE:

Land at Mahipalpur New Delhi 2,700,000 - 2,700,000 - - 2,700,000 2,700,000

Land at Central Workshop Guwahati 13,324,294 - 13,324,294 - - 13,324,294 13,324,294

Office Building at Guwahati 60 386,955 - 386,955 90,232 5,902 - 96,134 290,821 296,723

Office Building at Mahipalpur New Delhi 60 20,735,927 - 20,735,927 4,058,882 326,638 - 4,385,519 16,350,407 16,677,045

Building at Central Workshop Guwahati 60 44,522,124 - 44,522,124 1,954,056 704,638 - 2,658,693 41,863,431 \ 42,568,068

Factory Building BCPL 60 2,380,687 - 2,380,687 1,342,139 97,605 - 1,439,744 940,943 1,038,548

Total Land & Building {A ) 84,049,987 - 84,049,987 7,445,308 1,134,783 - 8,580,091 75,469,896 76,604,679

Plant & Machinery

Concrete , Crushing , Piling Equipment 12 160,950,306 - 160,950,306 103,014,282 8,538,217 - 111,552,499 49,397,807 57,936,025

Earth Moving Equipments 9 1,931,996,116 - 1,931,996,116 1,598,481,456 89,634,581 - 1,688,116,038 243,880,079 333,514,660

Heavy Lift Equipments (Cranes with Capacity of Less than 100 tons)

15 38,134,329 - 38,134,329 21,659,995 1,591,860 - 23,251,855 14,882,475 16,474,334

Others including Material Handling 1 Pipeline/Welding Equipments

12 195,263,916 551,672 195,815,588 113,192,797 13,501,084 316 126,694,513 69,121,391 82,071,119

Tunneling Equipment 10 32,985,337 - 32,985,337 28,912,709 1,956,177 - 30,868,886 2,116,451 4,072,628

Total Plant & Machinery ( B ) 2,359,330,005 551,672 2,359,881,677 1,865,261,239 115,221,918 316 1,980,483,790 379,398,203 494,068,766

Furniture & Fixtures

General Furniture & Fittings 10 24,452,688 - 24,452,688 16,054,217 2,468,975 3,096 18,529,384 5,926,400 8,398,470

Total Furniture & Fixtures ( C ) 24,452,688 - 24,452,688 16,054,217 2,468,975 3,096 18,529,384 5,926,400 8,398,470

Office Equipment

Office Equipment 5 27,259,563 736,901 27,996,463 23,895,074 1,365,596 7,816 25,276,301 2,727,978 3,364,489

Total Office Equipements (D ) 27,259,563 736,901 27,996,463 23,895,074 1,365,596 7,816 25,276,301 2,727,978 3,364,489

Vehicles

Motor cycles, scooters and other mopeds 10 4,136,188 - 4,136,188 2,948,452 275,330 - 3,223,783 912,405 1,187,724

Motor Car 8 47,593,362 - 47,593,362 31,525,033 4,686,934 - 36,211,966 11,381,395 16,068,329

Total Vehicles (E ) 51,729,549 - 51,729,549 34,473,485 4,962,264 - 39,435,749 12,293,800 17,256,053

Computer & Accessories Hardware

End User Devices such as Desktop, Laptop etc. 3 19,950,942 98,275 20,049,217 18,366,238 283,991 12,881 18,675,991 1,386,104 1,584,705

Total Computer & Accessories Hardware (F) 19,950,942 98,275 20,049,217 18,366,238 283,991 12,881 18,675,991 1,386,104 1,584,705

Total Tangible assets G= (A+B+C+D+E+F) 2,566,772,733 1,386,847 2,568,159,580 1,965,495,561 125,437,527 24,109 2,090,981,305 477,202,381 601,277,172

INTANGIBLE:

Goodwill 2,229,900 - 2,229,900 - - 2,229,900 2,229,900

Softwares/Networks 6 9,199,794 2,158,377 11,358,171 7,843,431 533,887 7,163 8,384,481 2,973,687 1,356,361

Development Account 29,054,400 - 2,466,554 31,520,954 - - 31,520,958 29,054,401

Total Intangible assets ( H ) 40,484,094 2,158,377 2,466,554 45,109,025 7,843,431 533,887 7,163 8,384,481 36,724,545 32,640,662

Capital Work in Progress

Electrical Work In Progress 388,527 - 388,527 - - 388,527 388,527

Total Capital Work In Progress (1 ) 388,527 ■ 388,527 ■ ■ 388,527 388,527

Grand Total (G+H+l) 2,607,645,355 3,545,224 2,466,554 2,613,657,133 1,973,338,993 125,971,414 31,271 2,099,365,786 514,315,453 634,306,360

Is

K




NOTE-11: LONG TERM LOANS & ADVANCES (Unsecured, Considered Good)

Security DepositLong term loan / Advances to Related PartiesLong term loan / Advances to Others (Net of Provisions)

8,413,572

138,040,621

23,437,526167,266,728175,767,376

146,454,193 366,471,630

NOTE-12: OTHER NON CURRENT ASSETS (Unsecured, Considered Good)

Retention/ Witheld By ClientsIncluding FDR of Rs.33,00,000/-(Previous year Rs.33,00,000/-)

783,380,101 775,911,523

Earnest Money DepositIncluding FDR of Rs. 4,90,000/- (Previous year Rs.4,90,000/-)

505,000 1,148,640

Claims Receivables 463,639,292 339,023,532

Misc Exp (to the extent not W/o or adjusted) 792,183 1,596,889

1,248,316,576 1,117,680,584

NOTE-13: INVENTORIES [AT COST|EPC

- : Work In Progress 2,141,871,406 2,123,902,326

- : Building Material(Including Goods in transit Rs.NIL (Previous Year -Rs.23,08,095/-))

230,134,150 375,392,577

- : Stores & Spares 14,194,042 31,472,065

Real Estate - : Finished 31,718,230 31,718,230

- : Work In Progress 931,120,659 936,279,169

TOTAL 3,349,038,486 3,498,764,367

13.1 - Work in Progress ( WIP ) Inventory includes a sum of Rs. 62.30 Crores identified as “ Slow Moving” by the Management, but no provision has been made in the books of accounts as the management is hopeful! to encash I recover the same in due course.

NOTE-14: TRADE RECEIVABLES(Unsecured, Considered Good)

From JVsi) Debts outstanding for a period exceeding six months 231,183,781 184,620,867ii) Debts outstanding for a period less than six months 22,147,027 85,414,142

From Associatesi) Debts outstanding for a period exceeding six months 3,739,376 -

ii) Debts outstanding for a period less than six months - 2,233,376From Others

i) Debts outstanding for a period exceeding six months 508,558,411 484,075,412ii) Debts outstanding for a period less than six months 247,228,828 32,156,817

TOTAL 1,012,857,423 788,500,614

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7




NOTE-15: CASH & BANK BALANCECash & Cash Equivalents

Cash in HandBalances with Scheduled bank in Current Account- Earmarked for Unpaid Dividend- Others

3,665,202

83,48625,596,649

12,999,571

447,53048,004,058

Others Bank BalancesBalances with Banks in FDR Accounts(including Interest Accrued thereon)(Pledge with Banks as Security against BGs and LCs ) (Including Rs.25,66,137/- Having maturity after one Year (Previous Year Rs.59,67,473-)

15,148,774 10,564,153

TOTAL 44,494,110 72,015,312

NOTE-16: SHORT-TERM LOANS & ADVANCES (UNSECURED,CONSIDERED GOODS)

Advance For Land (Kolkatta)Prepaid Exp.Insurance Claim ReceivableIndirect Tax Balances / recoverable / CreditsAdvance Income Tax & TDS (Net of Provision of Income Tax))Other Receivable- From Others

4,561,9244,150,691

121,727,434164,496,978

70,325,354

4,561,9247,287,246

656,333111,822,464207,194,219

58,645,729

TOTAL 365,262,381 390,167,915

NOTE-17: REVENUE FROM OPERATIONSCivil Contracts / Projects Real Estate Prior Period Income Claims on excalations & others

1,820,203,864199,982,046

122,200,062

2,090,152,843122,985,363

2,687,45623,463,466

TOTAL 2,142,385,972 2,239,289,128

NOTE-18: OTHER INCOMEDividend Received Profit/(Loss) from Joint Ventures Profit on Sale of Fixed Asset Misc IncomeInterest Received on FDRLiabilities no longer required hence written backRent ReceivedSale of ScrapInterest received on Arbitational Award/Royalty Interest received on Income Tax refund Reimburesement of Royalty Expenses

2,340(2,280,788)

5,084,3801,700,171

11,615,021540,237

2,130,6468,897,451

7,200(126,027)1,008,9171,406,0182,785,9765,475,086

2,475,250432,002431,750

3,542,707

TOTAL 27,689,458 17,438,879

NOTE-19: COST OF MATERIAL CONSUMEDRaw Material Consumed 446,647,125 601,749,234

TOTAL 446,647,125 601,749,234

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7 TED




NOTE-20: CHANGES IN INVENTORIES OF W O RK IN PROGRESSWIP at closeLess: WIP at Commencement

2,141,871,4062,123,902,326

2,123,902,3262,049,895,368

B-A) (17,969,081) (74,006,957)

NOTE-21: STAFF COSTStaff SalaryDirectors’ Remuneration Including Perks Bonus, Gratuity & Leave Encashment Recruitment Expenses Medical Reimbursement Contribution to Provident Fund etc. Employee’s welfare

70,213,640597,942

(2,170,492)133,327254,734

1,178,1093,064,782

98,698,0812,790,5153,860,966

47,786281,068871,909

4,440,544

TOTAL 73,272,042 110,990,869

NOTE-22: FINANCE COSTSA) Interest Expenses

(i) On Borrowings/Advances(ii) On TDS late deduction/deposit(iii) Others

342,652,9122,739,642

11,622,019

365,167,6703,609,815

23,353,202

B) Other Borrowing Cost 22,154,420 16,106,112

TOTAL 379,168,993 408,236,800

NOTE-23: OTHER EXPENSESDirect Expenses

Diesel & Lubricants consumedStores & Spares ConsumedMachinery Rental Charges (Net)Entry Tax PaidFreight & CartageRoad Tax & Permit expensesRates & taxesSurvey/Lab Testing/ ExpSecurity Exp at siteSite Operation ExpensesTaxi Hire ChargesInsurance expensesRepairs & Maint. Machinery ExpWorks Contract TaxService tax paidReal Estate - Cost of salePrior Period ExpensesLabour Cess

35,220,78726,801,52524,405,647

486,7704,838,266

520,823242,339243,155

3,386,644744,359,587

5,105,6907,930,1631,969,529

53,888,50210,171,416

217,855,0156,920,907

10,703,694

37,614,87151,575,36640,997,305

351,89511,700,119

874,257240,164627,754

4,338,854678,659,875

5,552,2518,581,2784,541,473

67,028,24310,522,79666,963,894

2,597,58917,086,045

TOTAL : A 1,155,050,460 1,009,854,027

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7 H 0




Admistrative ExpensesAdvertisement & Publicity Business promotion Exp Director sitting fee AGM Sitting Expenses Property Tax Professional Tax Books & Periodicals Filing Fees(Profit)/Loss on Sale/ Transfer of Fixed AssetsOffice ExpensesPostage & CourierTelephone ExpensesPrinting & StationeryLegal & ProfessionalRentRepair & Maintenance (Building)Repair & Maintenance (Others)Miscellaneous Expenses Written off Tender FeeTravelling & Conveyance (Others)Travelling Expenses (Directors)Vehicle Running Expenses Festival Expenses DonationOther Administrative Expenses PenaltiesSundry Balances written off Bad Debts

AUDITORS REMUNERATIONS Audit Fees -Statutories Tax Audit Fees Other Matters

TOTAL: B

120,000699,867310,00019,904

566,5048,750

48,09293,580

2,858,127402,970

3,519,1681,316,1114,012,0895,129,363

200,212928,275841,441501,540

8,023,174710,693

3,086,530896,076274,654

7,783,791380,955

(2,094,380)

675.500172.500 172,685

41,658,173

114,8901,611,604

335,00015,965

610,4002,500

68,141136,180

4,628,2143,544,251

530,7243,540,9421,484,5194,787,8947,112,349

742,6421,061,150

993,360642,593

9,465,906824,494

3,254,155419,781340,900

11,360,100126,908

2,602,31389,412,727

687,650171.750171.750

150,801,751

TOTAL: A+B

NOTE-24: EXCEPTIONAL ITEMSLoss on Foreclosure of ProjectLiability/Asset No Longer Required Hence written Back / Off - Exceptional

NOTE-25: EARNING PER SHARE (EPS)Net profit after tax as per Statement of Profit & Loss attributable to-

Equity Share Holder

Weighted Average number of equity shares used as denominator for calculation of Basic EPS

Basic Earnings Per Share

Weighted Average number of equity shares used as denominator for calculation of Diluted EPS

1,196,708,632 1,160,655,778

5,138,622

29.018.400

0.18

29.018.400

21,352,664(42,501,842) (119,678,736)

(42,501,842) (98,326,072)

5,114,328

29.018.400

0.18

29.018.400

Diluted Earnings Per Share

Face value per Equity share (In Rs.)

0.18

10

0.18

10EEA n n u a l R e p o r t 2 D 1 6 - 2 D 1 7

Brahmaputra Infrastructure LimitedNOTE-26:

SIGNIFICANT ACCOUNTING POLICIES AND OTHER DISCLOSURES FORMING PART OF CONSOLIDATED BALANCE SHEET AS ON 31 ST MARCH , 2017 AND CONSOLIDATED STATEMENT OF PROFIT & LOSS FORTHE YEAR ENDED ON THAT DATE

A. SIGNIFICANT ACCOUNTING POLICIES1. Basis of accounting

The Consolidated financial statements have been prepared to comply with the requirements of the Companies Act, 2013 and Companies Act ,1956 wherever applicable, under the historical cost convention on the accrual basis of accounting.In case of DRA BLA BCLJV liability towards Provident Fund, ESI, Royalty and VAT on Sale of Crusher Dust are accounted for on actual payment basis.Also the Consolidated financial statements have been prepared in accordance with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Account) Rules, 2014.

2. Use of estimatesThe preparation of financial statements in conformity with generally accepted accounting policies requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported accounts of revenues and expenses for the years presented.

3. Revenue recognitiona. Income from construction contracts is recognized by reference to the stage of completion of the contract

activity as certified by the client.b. Revenue from real estate projects is recognized on the basis of percentage of completion method of

accounting.c. Income from industrial park project is recognized on the time of execution of registered sale deed /

agreement to sale, in relation to sold areas only.d. “Bill raised but unsettled” have been accounted for in the books at the value reasonably ascertained by

the management on the date of raising the bill.e. Claims in respect of civil contracts lodged/awarded with/by the respective Department which may

pertains to earlier years have been accounted for in the books in the year of its certainty and at value / enhanced value reasonably ascertained by the management.

4. JointVenturesRevenues / Expenses from contracts executed by the Holding Company in joint ventures on back-to-back arrangement basis are recognized on the same basis as similar contracts independently executed by the Company. Holding Company's share in the Profit / Loss from joint ventures is accounted as and when the same is determined by the joint venture.

5. Employee benefitDuring the year under review the Group has provided Bonus on accrual basis, Provident fund and ESI contribution for eligible employees has been provided on actual liability basis and Gratuity and Leave Encashment has been provided based on actuarial valuation.However, Gratuity in case of one Subsidiary Namely Brahmaputra Concrete (Bengal) Private Limited is being accounted on payment basis.Also Provident Fund and ESI is being accounted for on actual payment basis in case of DRA-BLA-BCL JV.

6. InvestmentLong term and short term investments both are stated at cost. No provision for diminution in quoted investment is made because of its Long Term Nature.

7. Inventory(a) All inventories consisting of Work in Progress (Contract), Materials & Stores in hand and Real-estate

division has been valued at cost as determined by the Management.(b) No Provision is being made for slow moving work in progress as the management is hopefull to recover at

stated value.

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7 HQ

Brahmaputra Infrastructure Limited8. Foreign currency transactions

a. Transactions in foreign currencies are accounted for at exchange rate prevailing as on date of transaction.

b. All assets and liabilities in foreign currencies existing at balance sheet date are translated at the rate of balance sheet date.

9. Misc. expenditure.a) Preliminary expenses are amortized over a period of 10 years, However in the case of one Subsidiary

Company Namely Brahmaputra Industrial Park P Ltd these expenses shall be written off in the year of commencement of business operation.

b) Increase in share capital expenses are amortized over a period of 5 years.c) Amalgamation expenses are amortized over a period of 5 years.

10. Fixed assets.Fixed Assets has been stated at cost less accumulated depreciation. Cost includes purchase price and all other attributable cost of bringing the assets to working condition for intended use.

11. DepreciationDepreciation on Fixed Assets has been provided as per Useful Lies Method prescribed under Schedule II of Companies Act, 2013 i.e Depreciable Amount ( Cost Less 5% Residual Value) is to be charged over usefull life of Fixed Asset under Straight Line Method of Depreciation.Carrying Amount of Fixed Asset as on 31.03.2014 is to be depreciated over remaining life of the asset, however if the life of asset expires before 31.03.2014 it is debited to Reserve and Surplus for the year.However in case of one Subsidiary Company (Brahmaputra Concrete Private Limited) Depreciation is Charged on Written Down Value Method.Also No Depreciation Provided for the year in case of one Subsidiary Company namely Brahmaputra Concrete Bengal Pvt. Ltd.

12. Contingent liabilitiesContingent Liabilities not admitted by the company are not provided for in the accounts but are disclosed by way of other disclosures.

13. TaxationIncome Tax comprises current tax and deferred tax. Deferred tax assets and liabilities are recognized for the future tax consequences of timing differences subject to consideration of prudence. Deferred tax assets and liabilities are measured using the tax rates enacted or substantively enacted by the balance sheet date.

14. Earning pershareThe earnings considered in ascertaining Group EPS comprises the net profit after tax. The number of shares used in computing basic EPS is the weighted average number of shares outstanding during the year of holding company

15. Borrowing costBorrowing costs that are directly attributable to the acquisition or construction of a qualifying asset are considered as part ofthe cost of that asset. Other borrowing costs are recognized as an expense in the year in which they are incurred.

16. Prior Period Income/Expenses.Income/Expenses related to Prior Period are shown separately in "Note” to financial Statement under their natural head and the impact of amounts is separately disclosed in other disclosures.

17. Impairment of assetsPursuant to Accounting Standard (AS-28) on Impairment of assets issued by the Institute of Chartered Accountant of India, the gruop assessed its fixed assets for impairment as at the year end and concluded that there has been no significant impaired fixed assets that needs to be recognized in the books of accounts.

18. Lease rental payments being operating lease is accounted for as an expenses on accrual basis.19. Insurance claims lodged / Receivable with the respective departments has been accounted for in the

books at the value either mutually settled or reasonably ascertained by the management.20. Provision for Doubtfull Debts is being made at value estimated by the management.

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7

Brahmaputra Infrastructure LimitedB. CONSOLIDATION DISCLOSURES

1. Principles of Consolidationa) The consolidated financial statement pertain to Brahmaputra Infrastructure Limited, its subsidiaries and

Unincorporated Joint Ventures as details below:

Name of Company / Joint Ventures Country of Incorporation

% of Voting power/ Share in JV held as on 31/03/2017

% of Voting power/ Share in JV held as on 31/03/2016

Incorporated EntitiesBrahmaputra Concrete Pvt. Ltd. Subsidiary Company

India 100 100

Brahmaputra Concrete (Bengal) (P) Ltd. Subsidiary Company

India 52.38 52.38

Unincorporated Entities

DRA-BLA-BCL (JV) Joint Venture

N.A 25 25

GPL- Brahmaputra Consortium Limited (JV) Joint Venture

N.A 49 49

BIL-BLA-GSCO (JV) Joint Venture

N.A 60 60

b) I) Like earlier years the financial statements of Brahmaputra Infrastructure Limited and its subsidiarieshave been compiled by adding together on a line by line basis the book value of like items of assets, liabilities, income and expenses, after eliminating intragroup balances and intragroup transactions.

II) Like earlier years the financial statements of Brahmaputra Infrastructure Limited and its Joint Ventures have been compiled by adding together on a line by line basis the proportionate book value of like items of assets, liabilities, income and expenses, after eliminating intra group balances and intra group transactions.

III) The Excess of the cost of the Company and its investments over its share in the Joint Ventures / equity of the subsidiaries company as on the date (or as near to the date as practicable) of takeover is recognized in the consolidated financial statements as goodwill / Surplus.

IV) The lower of the cost of the Company and its investments over its share in the Joint Ventures / equity of subsidiaries company as on the date (or as near to the date as practicable) of takeover is recognized in the consolidated financial statements as Capital Reserve on Consolidation.

c) The consolidated financial statements have been prepared using the accounting policies followed by the respective subsidiaries companies and joint ventures. No effect has been given for difference in the accounting policies of subsidiaries and joint venture, however where different accounting policy followed by the subsidiary and Joint ventures in comparison to holding company, such fact has been duly reported in accounting policy itself.

d) Accounting Policies of the financial statement of the Company, its Subsidiaries and JointVentureareset out in their respective financial statements and should be read on consonance with them.

C. OTHER DISCLOSURES1. Contingent liabilities

a) Guarantees given by banks towards performance, financial and contractual commitments (Net of FDR) on behalf of the Company Rs. 19,524.56/- Lacs (previous year Rs 21,796.75/- Lacs).

b) Letter of Credit o/s as on 31 -03-17 - NIL (Net of Margin) (Previous Year Rs.329.57 Lacs)c) Income Tax Demand (including interest) of Rs. 515.83 Lacs (Previous Year-515.83 Lacs) under section

153A/143(3) of Income Tax Act,1961 as the same is under appeal with I.T Authorities. However the I.T Deptt. Has recovered Rs 513.62 Lacs against outstanding refunds shown under "Advance Income Tax & TDS (Net of Provision for income tax)" under Note No. 16.

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7 h e

Brahmaputra Infrastructure Limitedd) Service Tax demand of Rs.537.38 Lacs (Previous Year-Rs.537.78 Lacs) for F.Y.2005-06 to F.Y. 2010-11

and penalty of Rs.173.24 Lacs ( Previous Year-173.24 Lacs). The Deptt. Has recovered Rs 300 Lacs against which the company recovered only Rs 127.76 Lacs from Customer, Hence Net Figure of Rs172.24 Lacs Under Protest shown under" Indirect Tax Balances / recoverable / Credits" under Note No.16.

e) VAT/Entry Tax liability against Lucknow Airport Project is estimated to be Approx Rs.95.42 Lacs ( Previous Year-209.79 Lacs)

f) VAT/Entry Tax liability for project executed in the state of West Bengal is estimated to be approx Rs.98.31 Lacs (Previous Year Rs 72.07 Lacs)

g) Income Tax demand of Rs.0.70 Lacs (Previos Year - 0.70 Lacs) for penalty of U/s.271 (1 b)

h) Income Tax demand for penalty U/s 272 (A)(2)(k) of Rs.3.50 Lacs ( Previous Year - 3.50 Lacs)

i) Penalty for Non Submission of C Form under Lucknow Airport Project- Rs 72.69 Lacs (Previous Year- Rs 72.69 Lacs).

2. The Balance of Security Deposit/ Retention Money, Earnest Money, Withheld Money, Trade Receivables, Loans &Advances and Trade payables are subject to their confirmation.

3. Rs. 8,04,47,932/- (Previous Year - Rs. Rs. 7,80,32,234/-) recoverable from DDA against Service tax against which Petition have been filed in High Court of Delhi and the same is pending. In the opinion of the Management, the same is considered good and will be recovered in due course therefore no provision has been made in the books of accounts.

4. Trade payable and Trade Receivable are shown net off business advances.

5. Receipts from Civil Contracts / Projects and bill raised but unsettled are inclusive of VAT and / or Service Tax wherever applicable except Service Tax Liability of Rs 24,15,698/- (Previous Year Rs. 75,97,261/-) Related to DDA Project has not been included in Receipts from Civil Contracts / Projects Instead Only Debited to customer and Credited to Service Tax Liability.

6. Previous year figures having been re-worked, regrouped rearranged and reclassified wherever necessary to make them comparable with current year figures. Also Brahmaputra Property Management Services Private Limited is not Subsidiary as on 31.03.2017, hence previous year figures also revised to remove the effect of such subsidiaries. Also M L Singhi & Associates is not Associates as on 31.03.2017 , hence previous year figures also revised to remove the effect of such Associates.

7. Current Tax is determined based on the provision ofthe Income Tax Act 1961 including treatment of Retention Money amount as contingent amount taxable in the year of its real accrual/ receivable based on real income theory. Deferred tax has been provided for all timing difference as required under the provisions of the Accounting Standard-22 issued by the Institute of Chartered Accountants of India.

8. In the opinion ofthe Directors, the Current Assets, Non Current Assets, Claim Receivables, Outstanding Arbitrational Claim,Loan & Advances (excluding retention money) have a value on realization in ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.

9. The group has not received information from vendors regarding their status under the Micro, Small and medium Enterprise Development Act,2006 and hence disclosure relating to amounts unpaid as at the year end togetherwith interest paid/payable under this Act has not been given.

10. Profit After Tax is after considering the following Income, Expenditure & Taxes which relates to Prior Period

Particulars 2016-2017 2015-2016

A. Income Nil 26.87

B. Expenses 69.18 25.93

*Prior Period Income tax of Rs 34.11 Lacs ( Previous Year Rs 105.65 Lacs) Directly Debited to Reserve & Surplus.

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7 HQ

Brahmaputra Infrastructure Limited11. Segment Reporting

The Group has two segments Heavy Civil Construction Division and Real Estate. Individual reporting is given below:Primary Segment (Business Segment)

Rs. In Lacs

ParticularsHeavy

Civil Construction Division (EPC)

Real Estate Division Total

A. Revenue

External 19424.03(21163.04)

1999.82(1229.85)

21423.85(22392.89)

B. Results

Profit / (Loss) Before Tax 266.51(-541.85)

-178.73(560.21)

87.78(18.36)

Provision for Income Tax 264.97(98.11)

Nil(185.22)

264.97(283.33)

Provision for Deferred Tax -228.74(-316.28)

NIL(NIL)

-228.74(-316.28)

Dividend on Cummulative Preference Shares 0.17(0.17)

NIL(NIL)

0.17(0.17)

Profit after Tax 230.12(-323.85)

-178.73(374.99)

51.39(51.14)

C. Other Information

SegmentAssets 56253.91(58886.99)

12378.34(12097.72)

68632.25(70984.71)

Segment Liability 49,108.64(51347.77)

5886.05(6016.66)

54994.69(57364.43)

Capital Expenditure 35.45(86.43)

NIL(NIL)

35.45(86.43)

Depreciation 1259.71(1455.92)

NIL(NIL)

1259.71(1455.92)

Non cash expenditure otherthan depreciation 8.41(9.93)

NIL(NIL)

8.41(9.93)

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7

Brahmaputra Infrastructure Limited12. Deferred Tax Liability

The break up of tax effect of timing differences is given as under:in Rs.

Sr.No. Item of Timing Difference Opening as at 01.04.2016

Charge / (Release) during the Period

Closing as at 31.03.2017

1 Depreciation (2,18,10,994) (1,06,29,281) (3,24,40,275)

2 Retention Money Adjustment 17,54,37,969 (61,96,375) 16,92,41,594

3 Disallowance under Income Tax Act (11,33,84,975) (60,48,705) (11,94,33,680)

Total 4,02,42,000 (2,28,74,361) 1,73,67,639

For A. B. BANSAL & COMPANYCHARTERED ACCOUNTANTS Firm Registration No. 010538N

(SUNNY KOHLI)PARTNER M. No. 513283

Place: New Delhi Dated: 10-06-2017

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7


BRAHMAPUTRA INFRASTRUCTURE LIMITEDCIN: L55204DL1998PLC095933

Registered Office: Brahmaputra House, A - 7, Mahipalpur, New Delhi -110037 Website: www.brahmaputragroup.com, Email: [email protected]

Tel. No.: +91 11 42290200; Fax No.: +91 11 41687880

Form No. MGT-11PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management andAdministration) Rules, 2014

Venue ofthe Meeting : Gokul Garden, Banquet Hall, WZ- 306-T, Data Ram Marg, Palam, Sector-7, Dwarka,New Delhi-110075

Date&Time : 30thNovember2017at 10A.M.PLEASE FILLATTENDANCE SLIP AND HAND IT OVERATTHE ENTRANCE OF THE MEETING VENUE

Name of the Member(s):

Registered Address:

Dp Id*

Client Id*

Folio No.

No. of shares held

E-mail Id*:

‘ Applicable for investors holding shares in Electronicform.

I/We. of beina a member/ members of BrahmaDutra Infrastructure Limited hereby appoint the following as my/our Proxy to attend vote (for me/us and on my/our behalf at the 19th Annual General Meeting of the Company to be held on November 30, 2017 at 10.00 am and at any adjournment thereof) in respect of such resolutions as are indicated below;

1. Name:............................................................................2. Address:.........................................................................3. E-mail Id:........................................................................4. Signature:....................................................................... ................................................................... or failing him

1. Name:............................................................................2. Address:.........................................................................3. E-mail Id:........................................................................4. Signature:....................................................................... ................................................................... or failing him

1. Name:............................................................................2. Address: .........................................................................3. E-mail Id:........................................................................4. Signature:....................................................................... ................................................................... or failing himA n n u a l R e p o r t 2 D 1 6 - 2 D 1 7 8W.1



Brahmaputra Infrastructure Limited* I/We direct my/our Proxy to vote on the Resolutions in the manner as indicated below:

Sr.No. Particulars Optional

Ordinary Business: For Against

01. Adoption of audited Financial Statements (including consolidated financial statements) for the financial year ended March 31, 2017 and reports of the Board of Directors and the Auditors thereon. ( Ordinary Resolution)

02. To Re-appoint as a Directorto Sh. Sanjeev Kumar Prithani who is liable to retire by rotation. ( Ordinary Resolution)

03. To appoint M/s Naveen Atmaram Garg & Co, Chartered Accountants, as Statutory Auditors of the Company. (Ordinary Resolution)

Special Business: For Against

04. To Ratify the remuneration of Cost Auditors for the Financial Year ended March 31,2018. (Ordinary Resolution)

* This is optional. Please put a tick mark (V) in the appropriate column against the resolutions indicated in the box. If a member leaves the “For” or “Against” column blank against any or all the Resolutions, the proxy will be entitled to vote in the manner he/she thinks appropriate. If a member wishes to abstain from voting on a particular resolution, he/she should write “Abstain” across the boxes against the Resolution.

Signature (s) of Member(s)

1.Affix Rs. 1

Revenue Stamp

2........................................................................

Signed th is .................................... day o f..................................... 2017.

1. The Proxy to be effective should be deposited at the Registered office of the company not less than FORTY EIGHT HOURS before the commencement of the Meeting.

2. AProxy need not be a member of the Company.3. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the

exclusion of the vote of the other joint holders. Seniority shall be determined by the order in which the names stand in the Register of Members.

4. The form of Proxy confers authority to demand or join in demanding a poll.5. The submission by a member of this form of proxy will not preclude such member from attending in person and voting at the

meeting.6. In case a member wishes his/her votes to be used differently, he/she should indicate the number of shares under the columns

“For” or “Against” as appropriate.

A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7


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A n n u a l R e p o r t 2 D 1 6 - 2 D 1 7

If undelivered, please return to:

Brahmaputra Infrastructure LimitedCIN: L55204DL1998PLC095933

Regd. Office: Brahmaputra House, A - 7, Mahipalpur, New Delhi - 110037 Website: www.brahmaputragroup.com, Email: [email protected]

Tel. No.: +91 11 42290200; Fax No.: +91 11 41687880

