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ANNUAL REPORT 2013 - 2014 65

Brahmaputra Infrastructure Limited

BOARD OF DIRECTORS

Sanjeev Kumar Prithani Joint Managing DirectorSanjay Kumar Mozika Joint Managing DirectorSuneet Kumar Todi Whole Time DirectorRajesh Singh Whole Time DirectorSatish Chandra Gupta Independent DirectorOm Kumar Independent DirectorViresh Shankar Mathur Independent Director

KEY MANAGEMENT PERSONNEL

Manoj Kumar Prithani Chief Executive OfficerPankaj Goyal Chief Financial OfficerParimesh Manocha Company Secretary

CORPORATE INFORMATION

REGISTRAR AND SHARE TRANSFER AGENTLink Intime India Private Limited44, Community Centre, 2nd Floor, Naraina Industrial Area,Phase-II, Near PVR Cinema, New Delhi-110028Phone: +91-11-4141 0592 / 93 / 94Email: [email protected]

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

16TH ANNUAL GENERAL MEETING

Day : Tuesday

Date : 30th September, 2014

Time : 03.00 P.M.

Venue : Modi Hall, PHD Chamber of Commerce and Industry,PHD House, 4/2 Siri Institutional Area,August Kranti Marg, New Delhi - 110016

CONTENTSDirectors’ Report ................................................................................................................................................................. 1Management Discussion and Analysis ................................................................................................................................ 5Corporate Governance Report ............................................................................................................................................ 9Auditors’ Report ................................................................................................................................................................ 18Balance Sheet ................................................................................................................................................................... 23Statement of Profit & Loss ................................................................................................................................................. 24Cash Flow Statement ......................................................................................................................................................... 25Note forming part of the Accounts .................................................................................................................................... 26Auditors’ Report on Consolidated Financial Statements ................................................................................................... 44Consolidated Balance Sheet ............................................................................................................................................. 46Consolidated Statement of Profit & Loss ........................................................................................................................... 47Consolidated Cash Flow Statement .................................................................................................................................. 48Notes to the Consolidated Financial Statements ............................................................................................................... 49Statement Pursuant to Section 212.................................................................................................................................... 64

CONSORTIUM OF BANKERS

Indian Overseas Bank, LeaderAllahabad Bank, MemberAxis Bank Ltd., MemberCorporation Bank, MemberHDFC Bank Ltd., MemberICICI Bank Ltd., MemberPunjab National Bank, MemberState Bank of India, MemberUnion Bank of India, Member

AUDITORSA. B. Bansal and CompanyChartered Accountants216-220, Durga Chambers1335, D.B. Gupta Road, KarolBagh, New Delhi – 110 005Phone: +91-11-2875 5325,Fax: +91-11-2875 2325E-mail: [email protected]



DIRECTORS’ REPORTDear Members,

Your Directors have the pleasure in presenting the 16th Annual Report together with the Audited Accounts of the Companyfor the financial year ended on 31st March, 2014.

FINANCIAL HIGHLIGHTS

The financial highlights of the Company's operation for the year ended 31st March 2014 are as under: (Rs. in Lacs)Year ended Year endedParticulars 31.03.2014 31.03.2013

Revenue from operations 25670.60 31173.21

Other Income 122.33 372.78

Total Income 25792.93 31545.99

Financial Costs 4470.77 4113.85

Depreciation 2447.90 2687.29

Profit/(Loss) before Tax (2810.61) 169.18

Tax Expense / (Credit) (742.87) 40.36

Profit after Tax (2067.74) 128.82

Paid-up Share Capital 2901.84 2901.84

Reserves & Surplus 12343.54 14411.28

PERFORMANCEFor the financial year ended March 31, 2014, your company has achieved turnover of Rs. 25670.60 Lacs as againstRs. 31173.21 Lacs for the previous period. The turnover has shown a decline of 17.65% as compared to previous year. Thecompany suffered a net loss of Rs. 2067.74 Lacs during the financial year 2013-14 as against net profit of Rs. 128.82 Lacsin the previous year. Your Directors are putting in their best efforts to improve the performance of the Company.Operational performance of Company has been comprehensively covered in the Management Discussion and AnalysisReport given in Annexure-A which forms part of this Report.

DIVIDENDKeeping in view the current financial position of the Company, economic scenario, losses in financial year 2013-14 and thefuture fund requirements of the Company, your directors do not recommended any dividend for the financial year ended31st March 2014.

CORPORATE GOVERNANCEAs per the requirement of Clause 49 of the Listing Agreement a separate Report on Corporate Governance along with theAuditor's Certificate regarding compliance of conditions of Corporate Governance is given in Annexure-B which formspart of this Report.

MATERIAL CHANGES

(a) Listing of Brahmaputra Infrastructure Limited

Consequent upon amalgamation of Brahmaputra Infraproject Limited - Transferor Company (Listed at BSE and DSE)with Brahmaputra Infrastructure Limited - Transferee Company (Unlisted Company) approved by the Hon’ble HighCourt of Delhi vide its order dated 04th January 2013 and grant of relaxation of Rule 19(2) (b) of the SecuritiesContracts (Regulation) Rules, 1957 by the Securities and Exchange Board of India (SEBI) vide its letter dated May 30,2013, the Equity shares of Brahmaputra Infrastructure Limited were listed and permitted for trading on BSE Limitedand Delhi Stock Exchange Limited (DSE) with effect from 27.06.2013 and 12.09.2013 respectively.

Scrip Code "535693" & "9677" has been allotted to Brahmaputra Infrastructure Limited by BSE & DSE respectively.

(b) Corporate Debt Restructuring

The company is facing acute shortage of funds, situation of debtor and creditor days has further worsened in the currentyear, and there is delayed receipt of payment from the client further resulting in delay in execution of projects. Under

ANNUAL REPORT 2013 - 20142


these conditions, the company initiated discussions with its lenders to restructure its debts through corporate debtrestructuring (CDR) mechanism in terms of guidelines laid down by the Reserve Bank of India (RBI) and planned to getits debts restructured to avail appropriate concessions, breather and additional funding to tide over this cash strainedscenario. Hence, in terms of the recent guidelines issued by the RBI “Framework for Revitalising Distressed Assets inthe Economy” dated 26th Febuary 2014, Joint Lenders’ Forum (JLF) has been formed on 24th April 2014 and as aCorrective Action Plan (CAP), Lenders have agreed to restructure the Account under CDR Mechanism. We hope thatthe restructuring of debts will improve the liquidity of the company, reduction in finance cost and strengthen the coreoperations of the Company. It will also lead to value addition of the stake holders in the long term.

(c) Adoption of new set of Articles of AssociationThe present Articles of Association of the Company are based on the provisions of the Companies Act, 1956. Consequentto the notification and applicability of large number of sections of the Companies Act 2013 and Rules framed thereunder, it has become necessary to alter the existing Articles of Association of the Company. The Board of Directorsconsidered the matter in its meeting held on 3rd September 2014 and decided to adopt a new set of Articles ofAssociation and replace the existing Articles of Association as these were required to be made in line with the existinglaws, rules, regulations, guidelines etc. A copy of draft Articles is available at the registered office of the Company.As per section 14 of the Companies Act, 2013, approval of the shareholders of the Company by way of SpecialResolution is required for alteration of Articles of Association of the Company. The resolution(s) for approval of newset of Articles forms part of the notice convening the Annual General Meeting.

DIRECTORS

Sh. Kuladhar Saharia, Independent Director of the Company resigned from the directorship of the Company with effectfrom 09th May 2014. The Board places on record their appreciation for the valuable guidance and services rendered bySh. Kuladhar Saharia.

Sh. Sanjay Kumar Mozika, Joint Managing Director, retires by rotation and being eligible, offers himself for re-appointment.

In terms of Section 149 of the Companies Act, 2013, an Independent Director is required to be appointed for tenure offive years at a time and shall not be liable to retire by rotation. Accordingly, Sh. Om Kumar, Sh. Viresh Shankar Mathurand Sh. Satish Chandra Gupta meet the criteria of independence and your Board recommends their appointment asNon-Executive Independent Directors for a period of five years with effect from September 30, 2014, not being liable toretire by rotation.

The Company has received Notices under Section 160 of the Companies Act, 2013 from members signifying their intentionto propose Sh. Om Kumar, Sh. Viresh Shankar Mathur and Sh. Satish Chandra Gupta as a candidate for the office ofIndependent Director at the ensuing Annual General Meeting. The brief resumes of Directors proposed to be appointed/re-appointed at the ensuing 16th Annual general Meeting and the details of the Directorships held by them in othercompanies are given in Note no. 22 of the Notice convening the Annual General Meeting.

Appropriate resolutions for the appointment/re-appointment of the aforesaid Directors are being moved at the 16th AnnualGeneral Meeting, which the Board recommends for your approval.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public, or its employees during the year under review.

AUDITORS

M/s A. B. Bansal & Co., Chartered Accountants (Firm Registration No. 010538N), the Statutory Auditors of the Company,retire at the ensuing 16th Annual General Meeting. In terms of the Companies Act 2013, they are eligible for appointmentfor three financial years and hence they offer themselves for re-appointment upto the conclusion of 19th Annual GeneralMeeting. Board recommends for their re-appointment.

AUDITORS' REPORT

The Auditors' Report to the members on the Accounts of the Company for the financial year ended March 31, 2014 doesnot contain any qualification. The Auditors' report and notes to the financial statements are self explanatory and do not callfor any further comments.



SUBSIDIARIES AND ACCOUNTS OF THE SUBSIDIARIESAt present, your Company has six subsidiaries, namely:

(i) Brahmaputra Property Management Services Private Limited

(ii) Brahmaputra Concrete Private Limited

(iii) Brahamputra Concrete (Bengal) Private Limited

(iv) Brahmaputra Industrial Park Private Limited

(v) Brahmaputra Warehousing Private Limited

(vi) Brahmaputra Real Estates Private Limited.

In terms of the General Circular No.2/2011 dated February 8, 2011 read together with General Circular No. 3/2011 datedFebruary 21, 2011, issued by the Government of India - Ministry of Corporate Affairs under Section 212(8) of the CompaniesAct, 1956, granting general exemption to companies from attaching financial statements of subsidiaries, subject to fulfillmentof conditions stated in the circular, copies of the Balance Sheet, Profit and Loss Account, Report of the Board of Directorsand Auditors Report of the subsidiary companies for the year ended March 31, 2014 are not attached to the Balance sheetof the Company, as the Company has complied with the conditions stipulated in the abovementioned circular(s).

Accordingly, the Annual Report of the Company for the Financial Year 2013-14 contains the consolidated financial statementsinstead of the separate financial statements of Company’s Subsidiaries. However, the financial information of the subsidiarycompanies is disclosed in the Annual Report in compliance with the said circular.

The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder at the registeredoffice of the Company and of the subsidiary companies concerned and the Company shall furnish a hard copy of thedetails of accounts of subsidiaries to any shareholder on demand. The subsidiary companies in question shall regularlyfile such data to the various regulatory and Government authorities as may be required by them.

INDUSTRIAL RELATIONS

The industrial relations continued to be generally peaceful and cordial.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There is no transfer to Investor Education and Protection Fund during the year under review.

PERSONNEL & HUMAN RESOURCES

The company did not have any employee during the year under review whose remuneration is required to be disclosed interms of the provisions of the section 217(2A) of Companies Act, 1956 read with Companies (Particulars of Employees)Rules, 1975, as amended.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state andconfirm that:

i) the preparation of annual accounts for the financial year ended 31st March 2014, the applicable accounting standardshave been followed;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end offinancial year ended 31st March, 2014 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 Companyand for preventing and detecting fraud and other irregularities; and

iv) the Accounts for the year ended 31st March, 2014 have been prepared on a 'going concern' basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

As the core activities of the Company are not power intensive, no information is required to be furnished regardingConservation 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 : NIL

Expenses in Foreign Currency : NIL

Value of Import on CIF basis : Rs. 2.92 Lacs

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Clients, Vendors, Banks, Central & State Government Authorities, RegulatoryAuthorities, Business Partners and all other stakeholders for their continued support and co-operation received during theyear.

Your Directors place on record their deep appreciation of the contribution made by the employees at all levels andacknowledges their dedication, competency, hard work, co-operation, support and their continued contribution to itsgrowth.

By order of the Board of DirectorsFor Brahmaputra Infrastructure Limited

Place: New Delhi Sanjeev Kumar PrithaniDate : 03.09.2014 Chairman



Annexure AMANAGEMENT DISCUSSION AND ANALYSIS

The objective of this report is to share and keep you abreast with the happenings and transformations occurring within theCompany, that in the industry and economy, its technology and its overall business strategies.

Among other things, the MD & A provides an overview of the previous year of operations and how the company fared inthat time. It also provides the report on the upcoming year, outlining future goals and approaches to new Project.

We begin with a general review of the industry, macro economy followed by the operational and financial details of thecompany including details of its human resources.

Cautionary statementStatements in the Management Discussion and Analysis describing the Company's objectives, projections, estimateexpectations may be "forward looking statements" within the meaning of applicable securities laws and regulations. Actualresults could differ materially from those expressed or implied. Important factors that could influence the Company'soperations include economic developments within the country, demand and supply conditions in the industry, input prices,changes in government regulations, tax laws and other factors such as litigation and industrial relations.

Review of Indian Economic ScenarioThe Indian economy recorded its GDP growth rate at 4.7% in financial year 2013-14 that witnesses how the economy hasbeen going through challenging times culminating in lower than 5% growth of GDP at factor cost at constant prices for twoconsecutive years, i.e. 2012-13 & 2013-14. Two successive years of sub-5 percent growth is witnessed for the first time in25 years. Reason for such slowdown in growth is due to domestic structural and external factors. In this backdrop,construction output has almost stagnated and further contributed to low business confidence. Fixed Investment rate,private corporate investment and savings rate declined in financial year 2013-14. Slowdown in industry rate was reflectedin lower sales growth in the corporate sector. Growth of Credit flow to industry was lower in financial year 2013-14.Moreover, the economy has been under serious fiscal pressure. The stressed exchequer of the Government has preventedgovernment backed investment impetus to infrastructure. Despite some measures undertaken by the Government andoutlining of priorities for reviving growth which includes investment revival, strengthening of macro-economic stability,creation of non-agricultural jobs, strengthening of infrastructure and boost to agricultural development, reversion to agrowth rate of around 7 - 8 percent looks to be after financial year 2015-16.Even if it is the case that the business cycle has bottomed out, it is equally true that the upswing will be gradual, especiallyin infrastructure. Moderation in inflation would help ease the monetary policy stance and revive the confidence of investors.With expectation of better performance in manufacturing & construction, improved balance of payments situation andmodest global growth revival, the economy can look forward to better growth prospects in 2014-15 and is expected togrow around 5.5% in financial year 2014-15.

Industry Structure and developmentsInfrastructure including roads and highways, ports, railways, power, irrigation and urban infrastructure is key for thegrowth of Industry and services. The need for infrastructure development and global integration cannot be overemphasized.This sector have strong backward linkages for core sector industries like steel, cement and other construction materials,it creates investment opportunities across various related sectors. The sector is labor-intensive and includes indirect jobsand thus it is the second largest employer in economy next only to Agriculture.The Financial year 2013-14 has witnessed underachievement in many of the infrastructure sectors. Main reasons for thisunderachievement were delays in regulatory approvals, problems in land acquisition and rehabilitation, environmentalclearances, time overruns in the implementation of projects. Lack of infrastructure not only results in reduced economicoutput, it also translates into additional costs in terms of time, effort and money for accessing essential services. There isan urgent need for significant improvement in India's infrastructure; otherwise it will continue to be bottleneck for country'seconomic growth. In order to ensure strong, sustainable and balanced development through integration of economieswith environmentally sustainable development of infrastructure and to ensure accelerated growth in infrastructure sector,the government has taken several initiatives in the recent past including the following:-

(i) Setting up of the Cabinet Committee on Investment under the chairmanship of the Prime Minister to expedite clearancesand decisions on large infrastructure projects.

(ii) According tax free status to infrastructure bonds for addressing the specific needs of infrastructure deficit, especiallyin sectors such as roads, ports, airports and power which are essential for economic growth in any country.

Source: Economic Survey 2013-14



(iii) The Government has conceptualized infrastructure debt funds (IDF) for sourcing long-term debt for infrastructure projects

(iv) With a view to promote public-private partnerships (PPPs) as an effective tool for bringing private sector efficienciesin creation of economic and social infrastructure assets and for delivery of quality public services:-

(a) 178 projects have been granted approval with a total project cost of Rs. 88,697/- Crores and Viability GapFunding support of Rs. 16,894 Crores.

(b) 53 projects so far have been approved with India Infrastructure Project Development Fund (IIPDF) assistance.

(c) 160 training programmes have been conducted (since National PPP Capacity Building Programme was launchedin 2010) to train over 5000 public functionaries who deal with PPPs in their domain.

(v) The Government has put in place a liberal foreign direct investment (FDI) under which FDI upto 100% is permittedunder the automatic route in most sectors/activities. Significant changes have been made to ensure that India remainsan increasingly attractive investment destination. As a result, total FDI inflows into major infrastructure sectors registereda growth of 22.8% in 2013-14 as compared to a contraction of 60.9% in 2012-13.

(vi) Enhancing present corpus of pooled municipal debt obligation facility with participation of several banks to financeinfra projects in urban areas on shared risk basis of Rs. 50,000 Crores.

(vii) On strengthening road infrastructure Rs. 37,800 Crore investment in National Highways Authority of India and State Roads.

(viii) Scheme for development of new airports in Tier I and Tier II will be launched for implementation through AirportAuthority of India or PPPs.

(ix) To start work on select expressways in parallel to the development of the Industrial Corridors and for project preparationNHAI will set aside Rs. 500 Crores.

Opportunities

According to 12th plan projections, during the plan period i.e. 2012-17, an investment of US $ 1 trillion is required in theinfrastructure sector in India. About half of this is expected to come from the private sector.

The construction sector is likely to see a turnaround in second half of financial year 2014-2015, as key hurdles - orderslowdown due to policy inaction and clearance delays, high interest rates and debt / equity funding constraints - areexpected to ease. Positives include the expected recovery in industrial capex, an equity market revival led by higher FIIinflows, improved debt available due to higher infra lending.

Buoyancy in orders is likely in financial year 2014-15 and financial year 2015-16, led by greater impetus on infra investmentsand government action to revive stalled projects and ensure fast-track approvals for new ones. The pressure of electionsin various states is likely to boost the launch pipeline of infrastructure projects, resulting in a pick-up in order flows.

Thus the overall look of the Indian construction Industry looks positive in view of the current economic scenario. Given theeconomic fundamentals and committed efforts of the government, the future of the Indian economy in particular theconstruction industry appears to be optimistic.

Business Overview

We are an infrastructure project development company and provide engineering, procurement and construction servicesfor infrastructure projects in India. In addition, we are also executing several real estate development projects. Our projectexpertise is primarily in transportation engineering projects including roads, bridges, flyovers, airport runways, tunnelsand also mining, building construction, land development / embankment / Flood Protection.

We have a strong presence in the Northern, Eastern and North-Eastern parts of India such as Delhi-NCR, Punjab, Rajasthan,Uttar Pradesh, West Bengal, Bihar, Assam, Meghalaya, Mizoram and Arunachal Pradesh. These North-Eastern areas arerelatively less penetrated in terms of infrastructure development and hold potential for more business. The Union Budget also hasincreased allocation for the North Eastern sector and State Governments have increased focus on building infrastructurefacilities on priority basis. With a presence in these areas, the Company holds an edge over its peers for future projects.

We execute infrastructure projects independently and in joint ventures. To meet technical and prequalification requirements,we enter into strategic alliances / Joint Ventures with entities operating in the same segment of business. Over the years,We have built a reputation of being a competent and trusted company in the Construction Industry. The company has builta strong organizational base, with vital infrastructure set-up and executes projects by adopting modern techniques. Minutedetails are taken into consideration at BIL from the bidding stage right up to successful timely completion of the Project.



Threats, Risks and concerns

Stepping up infrastructure investment, improving productivity and quality of infrastructure spending, removing proceduralbottlenecks, improving governance and consistency in government's infrastructure policies are some issues that need tobe urgently addressed.

Long term finance for infrastructure projects is one of the issues that need to be addressed in the context of the limitation ofbanks to finance such projects. Infrastructure projects, given their long pay-back period, require long term financing in orderto be sustainable and cost effective. However, banks which have been the main source of funding for such projects areunable to provide long term funding, given their asset liability mismatch and the ceiling on their exposure limits. To addressthe problem of asset liability mismatch, banks have tendency to lend on floating rate basis which more often than not resultsin escalation of project cost because of interest rate fluctuations. Absence of well-developed corporate bond market has putadditional burden on banks to meet the funding requirements of corporate sector.

We may encounter problems relating to the operations of our Joint Ventures, which could impose additional financial andperformance obligations resulting in reduced profits or in some cases, significant losses from the Joint Venture. We are jointlyand severally liable for credit facilities availed with respect to our Joint Ventures.

Besides, cost escalation could affect profitability. EBITDA margins would be stable if there is an escalation clause in thecontracts. However, those with a higher proportion of fixed-price EPC contracts may see a contraction in margins if there isa substantial movement in material prices.

The use of heavy machinery carries safety risks, which could endanger worker well-being and project progress.

Delays associated with the collection of receivables from our clients may adversely affect our business, results of our operations,cash flows, and financial condition. We require certain approvals or licenses in the ordinary course of business and the failureto obtain or retain them in a timely manner, or at all, may adversely affect our operations.

The timely and cost effective construction of our projects is dependent on the adequate and timely supply of key raw materials.Non availability can badly impact our operations. Delays in the completion of current and future construction and developmentprojects could have adverse effects on financial condition, cash flows and operating results.

Our business is significantly dependent on various Government entities and could be materially and adversely affected ifthere are adverse changes in the policies of such government entities. Delays in the acquisition of land and/or eviction ofencroachments from Government or State Government owned land by the Government or State Governments may adverselyaffect the timely performance of our contracts leading to disputes with the Government or State Governments. Demand forour services in India depends on domestic and regional economic Growth. Natural calamities could have a negative effect onthe Indian economy and cause our business to suffer.

Outlook

Our strategic objective is to continue to improve and consolidate our position as a leading construction Company and weaim to achieve this by implementing the following strategies:

(i) Maintain performance and competitiveness of existing business.

(ii) Develop and maintain strong relationships with our clients and strategic partners

(iii) Leverage our experience in the infrastructure sector to further our real estate development business.

The company is going through tough phase where there is strained liquidity due to stretched working capital cycles and restrainedlending by banks. While Top-line has witnessed fall, EBITDA margins have fallen too and debt levels continue to remainconstant, leading to deterioration in credit metrics. There has been delayed receipt of payment from the client. This hasultimately affected the payment to the creditors. The situation of debtor and creditor days has further worsened in thecurrent year due to tremendous slowdown in the project schedule. Persistent efforts are being made by the company tocollect claims and over dues. However in view of present economic scenario, the progress is slow and the claims and overdues continue to remain at higher levels. Serious measures have been taken up for cost management, cash flow management,realization of receivable and bidding of projects is on a selective basis. Order execution will continue to be sluggish infinancial year 2015 due to reduced ability of companies to fund working capital and delays in realization of receivables. The outlookis revised to stable in the light of government's measures to strengthen the infrastructure sector, initiatives to speed up execution ofprojects through policy action and implementation of CDR. However, this is expected only in the later part of the financialyear 2014-15. We shall keep trying to increase our overall presence in the industry with increased market share.



Internal Control Systems and their Adequacy

The Company has a satisfactory system of internal control corresponding with its size and the nature of its operations. Thesehave been designed to provide reasonable assurance & accuracy with regard to recording & reporting and providingreliable financial and operational information complying with applicable statutes, safeguarding assets from unauthorizeduse or losses, executing transactions with proper authorization and ensuring compliance of corporate policies.

Human Resource / Industrial relations

Human capital has continued to be the key engine for our growth and aspirations. The Company has been constantlyreviewing its HR policies and practices to keep abreast with the market changes and has embarked upon several initiativesto focus on creating a positive work environment that provides employees with ample growth and development opportunitiesas well as ensuring high levels of motivation and engagement. Industrial relations have continued to be cordial throughoutthe year. Measures for safety of employee, scientific training, welfare, performance based appraisal system, compensation,career growth and social security schemes continued to remain key priority of the Company.

Financial performance and results

The Financial statements have been prepared in compliance with the requirements of the Companies Act and the AccountingStandards issued by the Institute of Chartered Accountants of India.

1. Turnover: The Company’s turnover during the F.Y. 2013-14 was Rs. 25670.60 Lacs as against Rs. 31173.21 Lacs inprevious year.

2. Finance costs: Finance costs for the F.Y. 2013-14 accounted for Rs. 4470.77 Lacs as against the previous year ofRs. 4113.85 Lacs.

3. Depreciation: The current year depreciation amounted to Rs. 2447.90 Lacs as against Rs. 2687.29 Lacs of previous year.

4. Profit/(Loss):a) Profit/(Loss) before Depreciation and Taxation amounted to Rs. (362.70) Lacs as against the previous year of

Rs. 2856.47 Lacs.

b) Provision for taxation & deferred tax for the year amounting to Rs. (742.87) Lacs as against the previous yearof Rs. 40.36 Lacs.

c) Profit / Loss after Tax - During the F.Y. 2013-14, the Company suferred net loss after tax of Rs. 2067.74 Lacs asagainst net profit after tax of Rs. 128.82 Lacs in the previous year.

5. Fixed Assets: During the year the net fixed assets of the company reduced from Rs. 11891.44 Lacs to Rs. 9824.69 Lacs.

6. Inventories: Inventories amounted to Rs. 31477.03 Lacs as against Rs. 28044.07 Lacs of previous year.

7. Trade Receivables: Trade receivables amounted to Rs. 13129.28 Lacs as against Rs. 13371.40 of previous year.

8. Long term Loans and Advances: Long term Loans and advances represent Rs. 4817.24 Lacs as againstRs. 4835.83 Lacs in previous year.



REPORT ON CORPORATE GOVERNANCE FOR THE YEAR 2013-14(Pursuant to clause 49 of the Listing Agreements entered into with the Stock Exchange)

Company's policies on the Corporate Governance and compliance report on specific areas wherever applicablefor the financial year ended March 31, 2014 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 GovernancePolicy. The Company's philosophy strives to ensure that its business strategies and plans prioritise thewelfare 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 ofthe highest level of transparency, integrity and equity in all facets of the operations of the Company andalso in its interactions with the stakeholders. The Company is committed to benchmark itself with the beststandards of Corporate Governance, not only in form but also in spirit.

2. Board of DirectorsComposition & Size of Board

As on 31st March 2014, the Board of Directors of the Company comprises of Eight (8) directors, of whichFour (4) directors are executive (50%) and Four (4) directors (50%) are non-executive and whereas allFour (4) non-executive directors are Independent Directors which ensures a good blend of executive andindependent directors, and achieves the desired level of independence of the board. All the non-executivedirectors are professionals having a wide range of expertise and experience in management, administration,business, finance etc. which bring them wide range of skills and experience to the board.

Sh. Kuladhar Saharia, Non-Executive Independent Director of the Company resigned on 09.05.2014 fromdirectorship of the Company. Consequent upon his resignation, total Strength of the Board reduced fromEight (8) to Seven (7) and No. of Non-Executive / Independent Directors reduced from Four (4) to Three (3).Since, Chairman is Executive Director; number of Non-Executive & Independent Directors should be atleast half of the total strength of the Board of Director. The Company is in search of suitable candidate andwill restore the proper constitution of the Board required as per Listing Agreement.

During the financial year 2013-14, Seven Board Meetings were held on 30th April, 2013, 15th June 2013, 14thAugust 2013, 02nd September 2013, 14th November 2013, 06th February 2014 and 14th February 2014. Thegap between any two meetings never exceeded four months as stipulated in the clause 49. The Agendapapers, containing all the necessary information, are made available to the Board well in advance to enablethe Board to discharge its responsibilities effectively and take informed decisions. Where it is not practicableto attach or send the relevant information as a part of Agenda papers, the same are tabled at the Meeting.

Composition of Board of Directors as on 31st March 2014 and other details are as follows:-

Name of the Designation Category Other Membership ofDirector Directorships other Board Committees

Member Chairman

Sh. Sanjay Joint Managing Executive 1 Nil NilKumar Mozika Director

Sh. Sanjeev Joint Managing Executive Nil Nil NilKumar Prithani Director

Sh. Suneet Whole-time Executive Nil Nil NilKumar Todi Director

Sh. Rajesh Whole-time Executive Nil Nil NilSingh Director

Sh. Satish Director Non-Executive 9 5 NilChandra Gupta / Independent

Annexure B



Name of the Designation Category Other Membership ofDirector Directorships other Board Committees

Member Chairman

Sh. Om Kumar Director Non-Executive/ Nil Nil NilIndependent

Sh. Viresh Director Non-Executive/ 4 Nil NilShankar Mathur Independent

Sh. Kuladhar Director Non-Executive/ Nil Nil NilSaharia * Independent

*Ceased to be Director w.e.f. 09.05.2014

Note 1: Private Companies, Section 25 Companies, bodies corporate, foreign companies, membership ofmanaging committees of various chambers/bodies and alternate directorships have not been included forthe calculation of directorships in companies.Note 2: Audit Committee & Shareholders' Grievance Committee alone have been considered for the purposeof membership and chairmanship held by the director in public limited companies.Except Sh. Manoj Kumar Prithani, Chief Executive Officer and Sh. Sanjeev Kumar Prithani, Joint ManagingDirector, who are brothers, no Director / KMP is related to any other Director / KMP.

Directors' attendance record during the financial year 2013-14

Name of the Director No. of Board No. of Board Last AGM No. of sharesMeetings held during Meetings (Whether held as

the tenure attended attended) on 31.03.2014

Sh. Sanjay Kumar Mozika 7 1 No 2,03,000Sh. Sanjeev Kumar Prithani 7 4 Yes 14,81,534Sh. Suneet Kumar Todi 7 1 No 518Sh. Manoj Kumar Prithani* 3 2 NA 14,26,533Sh. Rajesh Singh ** 4 4 Yes NilSh. Satish Chandra Gupta 7 7 Yes NilSh. Om Kumar 7 7 Yes 2,000Sh. Viresh Shankar Mathur 7 7 No NilSh. Kuladhar Saharia *** 7 Nil No Nil

* Ceased to be Director/Managing Director w.e.f. 27.08.2013** Appointed as Whole-time Director w.e.f. 02.09.2013*** Ceased to be Director w.e.f. 09.05.2014

Committees of the Board

The Board has constituted various committees for smooth and efficient operation of the activities and is responsible forconstituting, assigning, co-opting and fixing the terms of reference in line with the laws of land. The draft minutes of theproceedings of each committee meeting are circulated to the members of that committee for their comments andthereafter, confirmed in its next meeting. The board also takes note of the minutes of the meetings of the committeesduly approved by their respective chairman and the material recommendations / decisions of the committees areplaced before the Board for approval. The Chairman, quorum and the terms of reference of each committee has beenapproved by the Board.

3. Audit CommitteeAs a measure of good corporate governance and to provide assistance to the Board of Directors in fulfilling theBoard's oversight responsibilities, an Audit Committee has been constituted and headed by an IndependentDirector.



The Audit Committee constituted by the Board of Directors consists of the following members as on March 31, 2014:

1. Sh. Om Kumar, Chairman

2. Sh. Satish Chandra Gupta, Member

3. Sh. Viresh Shankar Mathur, Member

4. Sh. Rajesh Singh, Member

All the members of the Audit Committee except Sh. Rajesh Singh are Non-executive Directors. All the members ofAudit Committee are financially literate and have expertise in accounting and related financial management matters.

Sh. Om Kumar, a Non-executive Independent Director is Chairman of the Committee and Company Secretary of theCompany 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 inCompanies Act & Clause 49 of the Listing Agreement.

The functions of Audit Committee are as per Company Law and Listing Agreement with Stock Exchanges. Theseinclude overseeing of Company's financial reporting process, recommending the appointment and removal of externalauditors, reviewing the annual financial statements, financial management policy, adequacy of internal control systemand internal audit functions.

The committee met Five times during the year on following dates: 15th June 2013, 14th August 2013, 02nd September2013, 14th November 2013 and 14th February 2014 and the attendance of members during 2013-14 was as follows:

Name of the Members Current No. of meetings No. ofStatus held during the tenure meetings attended

Sh. Om Kumar Chairman 5 5Sh. Satish Chandra Gupta Member 5 5Sh. Viresh Shankar Mathur Member 5 5Sh. Manoj Kumar Prithani* Member 2 1Sh. Rajesh Singh** Member 3 3

* Ceased to be Director/Managing Director w.e.f. 27.08.2013** Appointed as Whole-time Director w.e.f. 02.09.2013

4. Remuneration CommitteeThe Company is transparent in compensation policy of Directors. The Committee sets the overall policy on remunerationand the other terms of employment of executive directors of the company within the overall ceiling fixed by the members ofthe Company and recommend the same for the approval of the Board. The Committee recommends remunerationpackage of Executive Directors to the Board by reference to individual performance, experience and market conditionswith a view to provide a package which is appropriate for the responsibilities involved. Directors are also entitled forthe sitting fee for attending Board / Committee Meeting except the Managing Director and Whole-time Director.The Board in its meeting held on 30.05.2014 re-named its existing 'Remuneration Committee' as 'Nomination &Remuneration Committee' and revised its scope of work in accordance with the provisions of Section 178 of theCompanies Act 2013 and revised Listing Agreement.The Nomination & Remuneration Committee constituted by the Board of Directors comprises of following three non-executive independent directors as its members:-1. Sh. Satish Chandra Gupta, Chairman2. Sh. Om Kumar, Member3. Sh. Viresh Shankar Mathur, Member

The Committee met once during the year on 02nd September, 2013 and the attendance of members was as follows:Name of the Member Current Status No. of meetings attended

Sh. Satish Chandra Gupta Chairman 1

Sh. Om Kumar Member 1

Sh. Viresh Shankar Mathur Member 1



The details of remuneration and/or sitting fee paid/payable to the Directors for the financial year ended 31st March,2014 are set out below:

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

Name of Directors Sitting Fees

Sh. Satish Chandra Gupta 1,85,000

Sh. Om Kumar 1,85,000

Sh. Viresh Shankar Mathur 1,70,000

Sh. Kuladhar Saharia* –

*Ceased to be director w.e.f. 09.05.2014

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

(b) Executive Directors: (Amount in Rs.)

Name & Designation Salary Perquisites & Totalother allowances

Sh. Manoj Kumar Prithani, Managing Director * 16,93,548 2,41,935 19,35,483

Sh. Sanjeev Kumar Prithani, Joint Managing Director 24,00,000 13,49,923 37,49,923

Sh. Sanjay Kumar Mozika, Joint Managing Director 12,00,000 – 12,00,000

Sh. Suneet Kumar Todi, Whole Time Director 10,21,333 7,99,074 18,20,407

Sh. Rajesh Singh, Whole Time Director ** 6,61,955 – 6,61,955

Total 69,76,836 23,90,932 93,67,768

*Ceased to be Director/Managing Director w.e.f. 27.08.2013; Remuneration detail is for part of the year.** Appointed as Whole-time Director with effect from 02.09.2013; Remuneration detail is for part of the year.

5. Shareholders’ Grievance Committee

The committee was formed on 11.03.2013 to look into the redressal of Shareholders'/Investors' complaints, to approveshare transfer, share transmission etc. and to oversee all matters connected with the shareholders. The committeerecommends steps to be taken for further improvement in the quality of service to the investors.

The Committee comprises of three members namely, Sh. Satish Chandra Gupta, Sh. Om Kumar and Sh. SanjeevKumar Prithani. Sh. Satish Chandra Gupta, a Non-executive Director is the Chairman of the committee.

Sh. Parimesh Manocha, Company Secretary has been designated as Compliance Officer of the Company.

The Board in its meeting held on 30.05.2014 re-named its existing 'Shareholders' / Investors' Grievance Committee'as 'Stakeholders' Relationship Committee' and revised its scope of work in accordance with the provisions of Section178 of the Companies Act 2013 and revised Listing Agreement.

Investors' Grievances

The following table shows the complaints received from shareholders during 2013-14

Pending as on Received during the year Replied / Resolved Pending as onApril 1, 2013 during the year March 31, 2014

NIL 1 1 NIL

No share transfer / transmission and demat request was pending as on 31st March, 2014.



6. General Body MeetingsThe location and time of the Annual General Meetings held during the last three years were as follows:

Financial Year Date & Time Venue of Meetings Whether any special resolutionspassed, if yes, particulars of SpecialResolution

2010-11 30.09.2011 Brahmaputra House, A - 7, NoAt 12.00 Noon Mahipalpur (NH - 8 Mahipalpur

Crossing), New Delhi - 110037

2011-12 29.09.2012 Brahmaputra House, A - 7, YesAt 12:00 Noon Mahipalpur (NH - 8 Mahipalpur (i) Increase in the remuneration of Sh. Manoj

Crossing), New Delhi - 110037 Kumar Prithani, Managing Director

2012-13 30.09.2013 at Govindam Banquet, Behind Mother Yes10:00 A.M. Dairy, Sector - 7, Dwarka, (i) Appointment of Sh. Rajesh Singh as

New Delhi - 110075 Whole-time Director(ii) Appointment of Sh. Sanjeev Kumar

Prithani as Joint Managing Director(iii)Appointment of Sh. Suneet Kumar Todi

as Whole-time Director

All the resolutions, including the special resolution set out in the respective notices were passed by the requisitemajority of shareholders. No resolution was passed through postal ballot during the financial year 2013-14. However,the Company in financial year 2014-15 may pass some resolutions relating to Corporate Debt restructuring throughPostal Ballot. No Extra-ordinary General Meeting was held in financial year 2013-14.

7. Disclosures(a) There are no materially significant related party 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 ofthe Company at large. A statement in summary form of transactions with the related parties during the year in theordinary course of business is disclosed in the notes to the accounts in this Annual Report as per AccountingStandard 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 StockExchange or SEBI or any statutory authority on any matter related to capital markets, during the last three years.

(c) There has been no documented whistle blower policy, however, no personnel has been denied access to theaudit committee. The Company proposes to adopt whistle blower policy in due course of time.

(d) All mandatory requirements of Clause 49 of the Listing Agreement have been complied with by the company.

8. Means of Communication

Besides communicating to the stock exchanges on which the company's shares are listed, the notices of boardmeetings at which quarterly/half yearly results get approved are published in the following newspapers:-

Particulars Name of the Newspaper

English Newspapers Financial ExpressBusiness Standard

Vernacular Newspaper (Hindi) Business StandardJansattaRashtriya Sahara

*Website address of the Company on which financial results and other information are displayed:www.brahmaputragroup.com. Press release or any significant event is first intimated to the Stock Exchanges andthen posted on the website of the Company. Presentations are made available to institutional investors / researchanalysts on their specific request (s) if any.



9. General Shareholders’ Information

(i) 16th Annual General MeetingDate : 30th September, 2014Day : TuesdayTime : 03.00 P.MVenue : Modi Hall, PHD Chamber of Commerce and Industry

PHD House, 4/2, Siri Institutional Area,August Kranti Marg, New Delhi - 110016

(ii) Financial Year : April 1 to March 31

(iii) Financial Calendar

Financial Results for the quarter ending Jun 30, 2014

Financial Results for the quarter & half year ending Sep 30, 2014 Within 45 days of the end of the quarter

Financial Results for the quarter ending Dec 31, 2014

Financial Results for the quarter & year ending Mar 31, 2015 : Within 60 days of the end of the year

(iv) Date of Book Closure : 24.09.2014 to 30.09.2014(both days inclusive)

(v) Dividend Payment Date : Not Applicable

(vi) Listing on Stock Exchanges and Stock Codes

1. BSE Limited - 535693; Scrip name: BRAHMINFRA

2. Delhi Stock Exchange Limited - 9677

(vii) ISINThe ISIN of the Company is INE320I01017

(viii) Market Price DataThe Securities of Company were listed and permitted for trading on BSE Limited and Delhi Stock ExchangeLimited on 27.06.2013 and 12.09.2013 respectively.High/Low of market price of the Company's equity shares traded on BSE during the last financial year were as follows:

BSE

Month Share Prices Sensex

High Low High Low

Jun-13 82.00 74.10 19860.19 18467.16

Jul-13 70.40 25.45 20351.06 19126.82

Aug-13 26.75 24.25 19569.20 17448.71

Sep-13 26.75 19.65 20739.69 18166.17

Oct-13 23.95 18.55 21205.44 19264.72

Nov-13 23.50 19.70 21321.53 20137.67

Dec-13 27.30 18.40 21483.74 20568.70

Jan-14 29.90 21.50 21409.66 20343.78

Feb-14 23.00 18.50 21140.51 19963.12

Mar-14 21.75 19.10 22467.21 20920.98

Note: Since company's shares are not traded on Delhi Stock Exchange (DSE), company's share price high &low on DSE is not provided.



Stock Performance in Comparison to Broad Based Indices - BSE SensexBase 100 = 27th June, 2013 (Date of Listing at BSE)

(ix) Registrar and Transfer Agent & Share Transfer SystemM/s. Link Intime India Private Limited, New Delhi has been appointed as the Registrar and Share TransferAgent of the Company for handling the share transfer work both in physical and electronic form. Allcorrespondence relating to share transfer, transmission, dematerialization, rematerialisation etc. can be madeat the following address:-M/s Link Intime India Private Limited44, Community Centre, 2nd Floor,Naraina Industrial Area, Phase - INear PVR Cinema, New Delhi-110028Contact Person: Sh. Swapan / Sh. Deo KumarPhone: 011-41410592 / 93 / 94, Fax No.: 011 - 41410591Email: [email protected]

(x) Share Transfer SystemAll valid requests for transfer/transmission of Equity shares held in physical form are processed within aperiod of 15 days from the date of receipt thereof and the Share Certificates duly transferred are immediatelyreturned to the transferee/ lodger. Transaction in the dematerialized Shares are processed by National SecuritiesDepository Limited (NSDL)/Central Depository Services Limited (CDSL) through the Depository Participantswith whom the Shareholders have opened their demat accounts.

(xi) Distribution of shareholdingThe distribution of shareholding as on 31st March 2014 was as follows:-

(Amount in Rs.)Shareholding of Nominal No. of % No. of %Value in Rs. Shareholders Equity Shares1 - 2500 582 40.36 66,555 0.23

2501 - 5000 186 12.90 73,754 0.25

5001 - 10000 290 20.11 2,34,011 0.81

10001 - 20000 133 9.22 2,14,610 0.74

20001 - 30000 40 2.77 1,03,169 0.36

30001 - 40000 31 2.15 1,13,016 0.39

40001 - 50000 26 1.80 1,17,519 0.40

50001 - 100000 55 3.82 3,96,696 1.37

100001 & above 99 6.87 2,76,99,070 95.45

Total 1,442 100.00 2,90,18,400 100.00



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 personnelhave affirmed their Compliance with the code. A declaration signed by the Joint 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 Managementof 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 Financial Year 2013-14, all the Directors and Senior Managerial personnel havecomplied with the Code of Conduct and have given a confirmation in this regard.

On behalf of the BoardBrahmaputra Infrastructure Limited

Date: 03.09.2014 Sanjeev Kumar PrithaniPlace: New Delhi Joint Managing Director

CEO/CFO Certificate

To,The Board of DirectorsBrahmaputra Infrastructure LimitedNew DelhiSir,

We have reviewed the financial statements and the cash flow statement of Brahmaputra Infrastructure Limited for the yearended 31st March, 2014 and to the 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 violative 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 havedisclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, ifany, 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 over financial 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 financialreporting.

Place: New Delhi Manoj Kumar Prithani Pankaj GoyalDate : 30.05.2014 Chief Executive Officer Vice President (Finance & Accounts)



Auditor’s Certificate on Corporate GovernanceTo the Members of Brahmaputra Infrastructure Limited,

We have examined the Compliance with conditions of Corporate Governance by Brahmaputra Infrastructure Limited ("theCompany") for the year ended March 31, 2014, as stipulated in Clause 49 of the Listing Agreement of the said Companywith the Stock Exchanges concerned in India.

The compliance with conditions of Corporate Governance is the responsibility of the Company's Management. Ourexamination was limited to procedures and implementation thereof, adopted by the Company for ensuring compliancewith the conditions of Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression ofopinion 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 representationsmade by the Directors and Management, we certify that the Company has complied with all the conditions of CorporateGovernance as stipulated in Clause 49 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 maintainedthe relevant records and certified that as on 31st March, 2014 there was no investor grievance pending against theCompany.

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

For A.B. Bansal & Co.Chartered AccountantsFirm Regn No. 010538N

A.B. BansalPlace : New Delhi PartnerDate : 03.09.2014 M.No.: 84628



AUDITORS’ REPORTToThe Members,

BRAHMAPUTRA INFRASTRUCTURE LIMITEDNew Delhi

Report on the Financial Statements

1. We have audited the accompanying financial statements of BRAHMAPUTRA INFRASTRUCTURE LIMITED, whichcomprises the Balance Sheet as at 31st March 2014 and the Statement of Profit & Loss and Cash Flow Statement forthe year then ended and a summary of significant accounting policies and other disclosures.

Management’s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements that give a true and fair view of thefinancial position, financial performance and cash flows of the company in accordance with the Accounting Standardsreferred to in sub section (3C) of section 211 of Companies Act, 1956 (“the Act”). This responsibility includes the design,implementation and maintenance of internal control relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our auditin accordance with the Standard on Auditing issued by the Institute of Chartered Accountants of India. Thosestandards require that we comply with ethical requirement and plan and perform the audit to obtain reasonableassurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks ofmaterial misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,the auditor considers internal control relevant to the company’s preparation and fair presentation of the financialstatements in order to design audit procedures that are appropriate in the circumstances. An audit also includesevaluation of appropriateness of accounting policies used and the reasonableness of the accounting estimates madeby management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the financialstatements give the information required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India:

(a) in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

(b) in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

(c) in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central Government ofIndia in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the mattersspecified in paragraphs 4 and 5 of the Order.

8. As required by section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations, which to the best of our knowledge and belief werenecessary for the purpose of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Company so far as appearsfrom our examination of those books;



c. The Balance Sheet, Statement of Profit and Loss, and Cash flow Statement dealt with by this Report are inagreement with the books of account;

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with theAccounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e. On the basis of written representations received from the Directors as on 31st March, 2014 and taken on recordby the Board of Directors, none of the Directors are disqualified as on 31st March, 2014 from being appointed asa Director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act,1956;

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid undersection 441A of the Companies Act,1956 nor has it issued any Rules under the said section, prescribing themanner in which such cess is to be paid, no cess is due and payable by the Company

For A.B Bansal and CompanyChartered Accountants

Firm Regn No. 010538N

A.B. BansalPlace : New Delhi PartnerDated : 30.05.2014 M.No. 84628



ANNEXURE TO THE AUDITORS’ REPORT(Referred to in Paragraph 7 of our Report of even date)

1 (a) The Company has maintained proper records of fixed assets showing full particulars including quantitativedetails and situation of fixed assets. However, due to frequent movement of fixed assets – movable constructionequipments from site to site, actual location of such assets has not been mentioned in the records. Significantportion of fixed assets have been physically verified by the management during the period, which in our opinionis reasonable having regard to the size of the Company and nature of its business. No material discrepancieswere noticed on such physical verification.

(b) There was no substantial disposal of fixed assets during the year under audit.

2 As per information and explanations given to us, the inventories and construction materials at Company’s sites whichinclude 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 notmaterial. However no provision is being made for slow moving work in progress. In our opinion and according to theinformation and explanations given to us, the procedure of physical verification of inventories followed by themanagement is reasonable and adequate in relation to size of the Company and the nature of its business. TheCompany is mainly engaged in business of construction. In view of multifarious jobs at different sites spread atdifferent locations and practical difficulties, records of inventory have been maintained in ERP System andconsumption booked on quarterly basis.

3 (a) According to the information & explanation given to us, the company has granted interest free unsecured loansto Five Companies (All Subsidiaries) and also granted interest bearing Unsecured Loan to One Associate Companycovered in the register maintained u/s 301 of the Companies Act, 1956. The maximum amount involved duringthe year was Rs 1921.31 Lacs in respect of subsidiaries and Rs 303.50 lacs in respect of associate companyand year end balance of the loans granted to subsidiaries were Rs. 1921.31 Lacs and to Associate was NIL.

(b) We are of the opinion that other terms and conditions of the loan given by the Company are prima facie notprejudicial to the interest of the Company.

(c) The parties wherever applicable are regular in repayment of principal amounts and interest as stipulated.(d) Not Applicable as there is no overdue amount.

(e) According to the information and explanation given to us, the Company has taken unsecured loans from threeCompanies (Associate) covered in the register maintained u/s 301 of the Companies Act, 1956. The maximumamount outstanding during the year was Rs. 504.71 Lacs and year end balance was Rs. 56.07 Lacs.

(f) We are of the opinion that the rate of interest and other terms and conditions of the loan taken by the Companyare prima facie not prejudicial to the interest of the Company.

(g) The Company is regular in repayment of principal amount & Interest wherever applicable.4. In our opinion and according to the information and explanations given to us, there is an adequate internal control

system commensurate with the size of the Company and the nature of its business for the purchase of inventory andfixed assets and for the construction receipt and services. During the course of our audit, we have not observed anymajor weaknesses in internal controls.

5. (a) Based on the audit procedure applied by us and according to the information and explanation provided by themanagement, we are of the opinion that the particulars of contracts and/or arrangements referred to in sectionthat need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been soentered.

(b) In our opinion and according to the information and explanations given to us, the transactions made inpursuance of such contracts or arrangement exceeding the value of rupees five lacs in respect of any partyduring the year have been made at prices which are reasonable having regard to prevailing market prices at therelevant time.

6. As per the information and explanations given to us, the company has not accepted any deposits from the public.7. In our opinion the internal audit system of the Company is commensurate with the size and the nature of its business.8. The Maintenance of Cost Records has been prescribed by the Central Govt. under section 209(1) of the Companies

Act, 1956 vide Companies (Cost Accounting Records) Rules, 2011 and we are of the opinion that prima facie theprescribed records were made and maintained.



9. (a) Except TDS, Service Tax and Provident Fund, the Company is generally regular in depositing undisputedstatutory dues including Investor Education Protection fund, Employees’ State Insurance, Income tax, Sales-tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities. The Detail ofStatutory Dues as on 31.03.14, which is due for a period of more than 6 months from the date they becomepayable is as under:

Nature of Amount Amount Outstanding as on 31st March, 2014 for More than6 Months from the date become payable

Service Tax Rs. 242.96 Lacs

TDS Rs. 38.73 Lacs

Interest on TDS Payable Rs. 65.52 Lacs

Interest on Service Tax Payable Rs. 12.47 Lacs

Vat / Entry Tax / WCT Rs. 88.24 Lacs

Provident Fund Rs. 1.13 Lacs

(b) According to the information and explanation given to us there are no such statutory dues of income tax, customduty, wealth tax, service tax, excise duty, cess, ESI, PF, entry tax and Sales Tax which have not been depositedon account of any dispute except in respect of the following disputed liabilities at different appellate authorities:

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

Assam Vat Act Vat Liability for Spanish Garden Project 47.87

UP Vat Act Vat Liability for Lucknow Project 54.25

Service Tax Service tax Demand including penaltyraised by Service tax Department 1661.66

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

10. The Company has no accumulated losses for the year ended 31st March, 2014 and it has suffered cash loss ofRs 358.02 Lacs during the year and has earned profits in the immediately preceding financial year.

11. As per books and records maintained by the Company and according to the information and explanation given to us,the Company has defaulted in repayment of term dues to financial institutions and Banks. Such continuing default ason balance sheet date were of Rs. 679.75 Lacs as reported in note no. 3.2 to financial statements.

12. In our opinion and according to the information and explanation given to us, no Loans and Advances have beengranted by the Company on the basis of security by way of shares, debentures and other securities .

13. In our opinion, the Company is not a chit fund or a nidhi /mutual benefit fund / society. Therefore, Clause 4 (xiii) of theCompanies (Auditor’s Report) Order 2003 is not applicable to the company.

14. The Company does not deal in shares, securities debentures and other investment. However, the Company is hold-ing investments in shares of its subsidiaries/Associates and the Company has maintained proper records of transac-tions in respect of Such Investment.

15. According to the information and explanations given to us, the Company has given bank guarantees for and onbehalf of its Joint Ventures. Considering the nature and volume of business, in our opinion the term and conditions onwhich such guarantees given are prima-facie not prejudicial to the interest of the Company.



16. The Company has raised term loans during the year and the same were applied for the purpose for which the loanswere obtained.

17. According to the information and explanation given to us and on an overall examination of the Balance Sheet of theCompany we report that no funds raised on short term basis have been used for long term investment.

18. During the year covered under our audit, Company has not made / proposed any preferential Allotment of shares toparties covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money by way of public issue during the year.

21. In our opinion and according to the information and explanations given to us by the management which have beenrelied upon by us, no fraud on or by the Company has been noticed or reported during the year.






BALANCE SHEET AS AT 31ST MARCH, 2014 Rupees Rupees

Particulars Note No.31-03-2014 31-03-2013

I. EQUITY AND LIABILITIESShareholder’s funds(a) Share Capital “1” 290,184,000 290,184,000(b) Reserve & Surplus “2” 1,234,354,374 1,441,128,417Non-current liabilities(a) Long-term Borrowings “3” 723,156,388 616,089,417(b) Deferred tax liabilities (Net) 142,296,000 216,872,000(c) Other Long-term liabilities “4” 1,413,551,987 1,645,788,563(d) Long-term Provision “5” 10,995,391 10,256,290Current liabilities(a) Short-term borrowings “6” 2,386,588,115 1,787,828,503(b) Trade payables 940,206,606 881,554,168(c) Other current liabilities “7” 563,702,747 616,418,906(d) Short-term Provision “8” 888,205 817,172

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 7,705,923,813 7,506,937,436

======================================= ==============================================================II. ASSETS

Non-current assets(a) Fixed Assets “9”

(i) Tangible assets 952,591,436 1,183,608,145(ii) Intangible assets 4,417,312 5,535,862(iii) Capital Work in Progress 25,459,906 –

------------------------------------------------------------------ ---------------------------------------------------------------Total 982,468,653 1,189,144,007

======================================= ==============================================================(b) Non-Current investment “10” 256,518,464 286,261,008(c) Long term Loans & Advances “11” 481,723,641 483,583,115(d) Other non-current assets “12” 1,009,591,516 999,989,139Current assets(a) Inventories “13” 3,147,703,056 2,804,406,903(b) Trade receivables “14” 1,312,927,713 1,337,139,905(c) Cash & Bank Balance “15” 106,504,376 127,674,380(d) Short-term loans and advances “16” 408,486,394 278,738,979

------------------------------------------------------------------ ---------------------------------------------------------------Total 4,975,621,539 4,547,960,167

======================================= ==============================================================------------------------------------------------------------------ ---------------------------------------------------------------

TOTAL 7,705,923,813 7,506,937,436======================================= ==============================================================

Significant Accounting Policies and Other Disclosures “26”

NOTE 1 to 16 and 26 form an integral part of the Balance sheet

In terms of our attached audit report of even date

For A.B. BANSAL AND COMPANY For and on behalf of Board of DirectorsCHARTERED ACCOUNTANTSFirm Regn. No. : 010538N

A.B. BANSAL Sanjeev Kumar PrithaniPARTNER (Joint Managing Director)M. No. 84628

Place : New Delhi Parimesh Manocha Pankaj Goyal (Rajesh Singh)Date : 30.05.2014 (Company Secretary) (VP - Finance & Accounts) (Whole Time Director)



STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2014Rupees Rupees

Particulars Note No.2013-14 2012-13

I. Revenue from Operations “17” 2,567,060,469 3,117,320,522

II. Other Income “18” 12,232,683 37,278,005------------------------------------------------------------------ ---------------------------------------------------------------

TOTAL 2,579,293,152 3,154,598,527======================================= ==============================================================

III. Expenses:

Cost of Material Consumed “19” 764,676,610 681,761,144

Changes in inventories of work-in-progress “20” (141,328,995) (269,099,100)

Staff Cost “21” 169,054,211 207,074,667

Financial costs “22” 447,076,936 411,384,904

Depreciation “9” 244,790,453 268,728,987

Other Expenses “23” 1,376,084,646 1,839,818,588------------------------------------------------------------------ ---------------------------------------------------------------

Total Expenses 2,860,353,861 3,139,669,189======================================= ==============================================================

IV. Profit/(Loss) before exceptional and extraordinary item and tax (I+II-III) (281,060,709) 14,929,338

V. Exceptional Items – –

VI. Profit/(Loss) before extraordinary item and tax (IV-V) (281,060,709) 14,929,338

VII. Extraordinary item “24” – (1,988,375)

VIII. Profit/(Loss) before tax (VI-VII) (281,060,709) 16,917,713

IX. Tax expenses

Current Tax – 16,141,474

Deferred Tax (74,576,000) (13,770,803)

Prior Period Income Tax 289,334 1,664,846

Profit After Tax from continuing Operations (206,774,043) 12,882,196

X. Earning Per equity share: “25”

Basic Earning per Share (7.13) 0.44

Dilluted Earning per Share (7.13) 0.44


NOTE 9 and 17 to 26 form an integral part of the Balance sheet







CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014

Rupees RupeesParticulars

2013-14 2012-13

A Cash Flow from Operating ActivitiesProfit Before Tax (281,060,709) 14,929,338Adjustment for:Depreciation 244,790,453 268,728,987Interest paid ( Net of Interest received on FDR) 439,028,690 400,158,953Loss / (Profit) on sale of Assets (Net) 712,527 8,716Misc. exp. Written off 756,873 621,589Dividend Income received (12,840) (9,600)

------------------------------------------------------------------ ---------------------------------------------------------------B. Operating Profit before Working Capital changes 404,214,994 684,437,983C. Changes in Working Capital (Excluding Cash & Bank Balance)

(Increase) / Decrease in Trade and other Receivables (61,263,216) (1,227,033,642)(Increase) / Decrease in Inventories (343,296,152) (796,577,641)Increase / (Decrease) in Trade Payables and other Liabilities 73,409,669 293,486,147

------------------------------------------------------------------ ---------------------------------------------------------------D. Cash Generated from Operations (B+C) 73,065,295 (1,045,687,153)E. Less : Taxes paid 52,116,477 77,318,835F. Net Cash flow before Exceptional / Extraordinary Items (D-E) 20,948,818 (1,123,005,988)

Less : Exceptional / Extraordinary Items [(profit)/Loss] – (1,988,375)Net Cash from Operating Activities 20,948,818 (1,121,017,613)

G. Cash Flow from Investing ActivitiesPurchase of Fixed Assets (45,784,058) (344,847,366)Sale / Adjustments of Assets 6,956,430 11,205,500Dividend received 12,840 9,600Deficit out of Amalgamation – (70,092,000)Acquisition of Reserve, Security Premium , Profit & Loss andDeffered Tax Liabilities of Transferor Company Due to Amalgamation – 313,641,551(Increase) / Decrease in Investments in Subsidiary/Associates – 9,196,125(Increase) / Decrease in Investments in Joint Ventures 29,742,544 36,820,106

------------------------------------------------------------------ ---------------------------------------------------------------Net Cash used in Investing Activities (9,072,244) (44,066,484)

------------------------------------------------------------------ ---------------------------------------------------------------H. Cash Flow From Financing Activities

Proceeds from / Repayment of Long Term borrowings/Other Long Term Liability (191,832,860) 1,178,515,352Proceeds from / Repayment of Short Term borrowings 598,759,612 324,267,419(Increase) / Decrease in Amalgamation & Share Issue Exp. (944,640) (2,331,938)Interest paid ( Net of Interest received ) (439,028,690) (400,158,953)Shares Issued under Scheme of Amalgamation – 140,184,000

------------------------------------------------------------------ ---------------------------------------------------------------Net Cash Flow from Financing Activities (33,046,578) 1,240,475,880

------------------------------------------------------------------ ---------------------------------------------------------------I. Net Increase/(Decrease) in Cash and Cash Equivalents (F+G+H) (21,170,004) 75,391,782

Cash and Cash Equivalents at the beginning of the year 127,674,380 52,282,598------------------------------------------------------------------ ---------------------------------------------------------------

Cash and Cash Equivalents at the end of the year 106,504,376 127,674,380======================================= ==============================================================







NOTE FORMING PART OF THE ACCOUNTS : 31ST MARCH, 2014

Rupees RupeesPARTICULARS

31-03-2014 31-03-2013

NOTE-1 : SHARE CAPITALAUTHORIZED SHARE CAPITAL

3,30,00,000 Equity Share of Rs.10/- each 330,000,000 330,000,000

(Previous Year 3,30,00,000 Equity Share of Rs.10/- each) ------------------------------------------------------------------ ---------------------------------------------------------------

ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL

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, Including 1,40,18,400 equity shares issued pursuant

to scheme of amalgamation alloted on 28th March 2013)

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 290,184,000 290,184,000

======================================= ==============================================================

1.1 DETAIL OF SHAREHOLDERS HOLDING MORE THAN 5% EQUITY SHARES IN THE COMPANY

As at As atName of Shareholders 31st March 2014 31st March 2013

No. of % of No. of % ofShares held Holding Shares held Holding

M.L.Singhi & Associates Pvt. Ltd 5,461,475 18.82 5,461,475 18.82

Brahmaputra Finlease Pvt. Ltd. 3,080,819 10.62 3,080,819 10.62

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 2,539,983 8.75 2,539,983 8.75

1.2 RECONCILIATION OF NUMBER OF EQUITY SHARES OUTSTANDING IS SET OUT BELOW

Particulars No. of Shares No. of Shares

Number of Shares outstanding at the beginning of the year 29,018,400 15,000,000

Add: Number of Shares Issued during the year pursuant – 14,018,400to scheme of amalgamation

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 BONUS SHARES ISSUED IN LAST 5 (FIVE) PRECEDINGS YEARS NIL NIL





31-03-2014 31-03-2013

NOTE-2 : RESERVE & SURPLUSSecurity PremiumBalance as per Last Financial Statement 269,832,140 266,592,140Add: Transfer from Brahmaputra Infraproject Limitedas per scheme of Amalgamation – 3,240,000

------------------------------------------------------------------ ---------------------------------------------------------------269,832,140 269,832,140

General ReserveBalance as per Last Financial Statement 914,908,000 825,000,000Add: Transfer from Brahmaputra Infraproject Limitedas per scheme of Amalgamation – 160,000,000

Less: Deficit arising out of Amalgamation – 70,092,000------------------------------------------------------------------ ---------------------------------------------------------------

914,908,000 914,908,000Profit & Loss AccountBalance as per Last Financial Statement 256,388,277 146,304,334Add: Transfer from Brahmaputra Infraproject Limitedas per scheme of Amalgamation – 97,201,748Add: Profit/(Loss) for the Year (206,774,043) 12,882,195

Less: Transferred to General Reserve – –------------------------------------------------------------------ ---------------------------------------------------------------

49,614,234 256,388,277------------------------------------------------------------------ ---------------------------------------------------------------

TOTAL 1,234,354,374 1,441,128,417======================================= ==============================================================

NOTE-3: LONG TERM BORROWINGSSecured:Term Loans: Equipments Non Current Current Non Current Current

- From Banks 13,696,521 29,344,215 36,905,476 33,011,341- From Others 305,429,866 242,723,507 320,292,963 301,189,297

(Secured against hypothecation and First Charge ofEquipment & Machinery, Exclusive Charge on Landat Guwahati in the name of the one Associate Co.,Equitable Mortgage of Property situated at BrahmaputraIndustrial Park in the name of the co. & Personal guaranteeof Promoter Directors, Carrying Interest rate between 9.00% to 15.16%)

Term Loans: City Centre - Shopping Mall- From Allahabad Bank 404,030,000 – 258,890,978 –

(Secured against exclusive first charge on entire movableand immovable fixed assets of the project & charge on land(in the name of JV partner) of such project, & personalguarantee of promoters/directors and land owners,Carrying Interest rate base rate plus 1.50%)

----------------------------------------------------- ----------------------------------------------------- ------------------------------------------------ ------------------------------------------------Total Long Term Borrowings 723,156,388 272,067,722 616,089,417 334,200,638

=============================== ================================= ============================================== ==============================================================





31-03-2014 31-03-2013

3.1 Maturity / Repayment Profile of Term Loan from Bank & OthersParticulars of Loan 1-2 2-3 >3

Repayment to Bank 12,822,757 702,254 171,510Repayment to Others 196,116,024 109,313,842 –Repayment of Term Loan - City Centre Shopping Mall 53,870,667 107,741,333 242,418,000

--------------------------------------------------------- --------------------------------------------------------- ---------------------------------------------------------262,809,448 217,757,429 242,589,510

--------------------------------------------------------- --------------------------------------------------------- ---------------------------------------------------------

3.2 DETAIL OF OVERDUE INSTALMENTS AND INTEREST

Overdue Overdue Overdue OverduePrincipal as on Interest as Principal as Interest as

31st March 2014 on 31st on 31st March on 31stMarch 2014 2013 March 2013

Particulars of Loan- From Banks 5,170,511 8,344,414 4,291,563 1,089,463- From Others 34,982,344 19,478,489 162,812,652 26,593,686

--------------------------------------------------------------- --------------------------------------------------------------- ------------------------------------------------------------------- -----------------------------------------------------------------40,152,855 27,822,903 167,104,215 27,683,149

======================================= ======================================= ======================================= =======================================

NOTE-4: OTHER LONG TERM LIABILITYAdvances from CustomersSecured:(Secured against Bank Guarantee)

i) From Related parties 602,915,457 506,206,979ii) From Others 644,707,269 1,065,280,070

Unsecuredi) From Others 24,964,492 –

SD/Retention/ Withheld from Sub-contractorUnsecured

i) From Related parties 22,135,658 719,046ii) From Others 118,829,111 73,582,468

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 1,413,551,987 1,645,788,563

======================================= ==============================================================

NOTE-5: LONG TERM PROVISIONNon Current Current Non Current Current

Provision for Gratuity 8,643,161 495,170 7,626,167 326,137Provision for Leave Encashment 2,352,230 393,035 2,630,123 491,035

--------------------------------------------------------- --------------------------------------------------- ----------------------------------------------------- ----------------------------------------------10,995,391 888,205 10,256,290 817,172

==================================== ================================= ============================================================== ==============================================================NOTE-6: SHORT-TERM BORROWINGSSecuredLOANS REPAYABLE ON DEMAND

Working Capital Facilities from Banks (I)- Cash Credit Facilities 2,004,236,950 959,696,503- Demand Loans from Banks 312,879,654 816,357,000VENDOR FACTORING (II)- India Factoring Finance & Solutions P. Ltd 63,864,511 –

Unsecured- Inter Corporate deposits from Related Parties (III) 5,607,000 11,775,000

------------------------------------------------------------------ ---------------------------------------------------------------2,386,588,115 1,787,828,503

======================================= ==============================================================





31-03-2014 31-03-2013

NOTE-6: SHORT-TERM BORROWINGS Contd....(I)(a) Under Consortium Banking arrangement with IOB as the

Lead Bank carrying interest rate of Base Rate + upto 6.10%(b) Secured by hypothecation of Stock, Book-Debts & Retention

Money as Primary Security and Ist Pari Paripasu Charge onall current aset of the company.

(c) Colletarally Secured by the followings:- Industrial Land Situated at Brahmaputra Industrial Park

Guwahati, Assam in the name of Co.- Land and Building at A-7 , Mahipalpur, Delhi , Jointly

Owned by Co. and One Associate Company.- Flat No. 401 ,4th Floor, Royal Plaza, Guwahati in the

name of the Associate Company- EM of Industrial Land / Central Workshop at

Brahmaputra Industrial park, Guwahati Assam.- First Charge on some of the unencumbered Fixed Assets in the name of Co.- Second Charge on some of the encumbered Fixed Assets in the name of Co.- Sub-servient Charge on the encumbered Fixed Assets in the name of Co.- Land & Building situated at Rajasthan in the name of Relative of Promoter.- Personal Guarantees of Promoters / Directors- Corpoarate Guarantee of two Associates Cos.

(II)(a) Secured against Bank Gurantees carrying Discounting Rate of 12.60%(III)Carrying interest rate of 12%.

NOTE-7: OTHER CURRENT LIABILITIESExpenses Payable 49,023,839 54,865,287

Advances Received 115,214,635 107,841,472

Statutory Liabilities 86,068,798 79,284,456

Bonus Payable 12,214,096 10,853,789

Directors Remuneration Payable 704,660 1,168,813

Other Liabilties (Credit Cards) 138,565 73,773

Interest Accrued and due on Term Loan From Banks 8,344,414 1,089,463

Interest Accrued and due on Term Loan From Others 19,478,489 26,593,686

Current maturities of long-term debt (Refer Note No.3) 272,067,722 334,200,638

Unclaimed Dividend 447,529 447,529------------------------------------------------------------------ ---------------------------------------------------------------

563,702,747 616,418,906======================================= ==============================================================

NOTE-8: SHORT-TERM PROVISIONProvision for Gratuity (Refer Note No.5) 495,170 326,137

Provision for Leave Encashment (Refer Note No.5) 393,035 491,035------------------------------------------------------------------ ---------------------------------------------------------------

888,205 817,172======================================= ==============================================================


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NOTE FORMING PART OF THE ACCOUNTS: 31ST MARCH, 2014


31-03-2014 31-03-2013

NOTE-10: NON CURRENT INVESTMENTUnquoted (at cost)

In Subsidiaries :- Brahmaputra Concrete (P) Ltd 4,575,000 4,575,000

(457,500 Equity Shares (Previous Year - 457,500 Equity Shares)of Rs 10/- each fully paid up)

- Brahamputra Concrete (Bengal) (P) Ltd. 1,100,000 1,100,000(11,000 Equity Shares (Previous Year - 11,000 Equity Shares)of Rs 10/- each fully paid up)

- Brahmaputra Property Management Services (P) Ltd 62,560,000 62,560,000(62,56,000 Equity Shares (Previous Year - 62,56,000 Equity Shares)of Rs 10/- each fully paid up)

- Brahmaputra Industrial Park (P) Ltd 80,000 80,000(8,000 Equity Shares (Previous Year - 8000 Equity Shares)of Rs 10/- each fully paid up)

- Brahmaputra Real Estates (P) Ltd. 100,000 100,000(10,000 Equity Shares (Previous Year - 10000 Equity Shares)of Rs 10/- each fully paid up)

- Brahmaputra Warehousing (P) Ltd. 100,000 100,000(10,000 Equity Shares (Previous Year - 10000 Equity Shares)of Rs 10/- each fully paid up)

In Associates :- Investment in Meghalaya Infratech Ltd. 32,725,000 32,725,000


Quoted (at cost)In Others- Union Bank of India 19,200 19,200

(1,200 No of Equity Shares of Rs 10/- each fully paid up)Market Value as at 31.03.2014 Rs.1,64,640/- (Previous Year - Rs.2,61,660/-)

Other Trade Investments- Capital in Joint Ventures 155,259,264 185,001,808

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 256,518,464 286,261,008

======================================= ==============================================================

NOTE-11: LONG TERM LOANS AND ADVANCES(Unsecured, Considered Good)Security Deposit 8,460,001 7,936,191Long term loan / Advances to Related Parties

- to Subsidiaries Companies 192,131,387 168,501,740- to Associates Companies 8,500,000 8,500,000

Long term loan/ Advances to Others ( Net of Provisions) 272,632,253 298,645,184------------------------------------------------------------------ ---------------------------------------------------------------

481,723,641 483,583,115======================================= ==============================================================

NOTE-12: OTHER NON CURRENT ASSETS(Unsecured, Considered Good)Retention/ Witheld By Clients 691,054,061 746,564,854(Including FDR of Rs. 1,22,75,000/-)Earnest Money Deposit 11,694,810 13,651,766(Including FDR of Rs. 75,46,810/-)Claims Receivables 304,687,770 237,805,411Amalgamation Exp.(to the extent not W/o or adjusted) 2,032,475 1,803,908Misc Exp (to the extent not W/o or adjusted) 122,400 163,200

------------------------------------------------------------------ ---------------------------------------------------------------1,009,591,516 999,989,139

======================================= =======================================





31-03-2014 31-03-2013

NOTE-13: INVENTORIES [AT COST]

EPC- Work In Progress 1,910,442,828 1,769,113,834- Building Material 285,212,797 248,736,174

(Including Goods in transit Rs.26,64,986/- (Previous Year -Rs.14,37,405/-))- Stores & Spares 57,567,294 52,530,953

Real Estate- Finished 197,944,322 238,706,403- Work In Progress 696,535,815 495,319,539

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 3,147,703,056 2,804,406,903

======================================= ==============================================================

NOTE-14: TRADE RECEIVABLESUnsecured, Considered Good)From JVs

i) Debts outstanding for a period exceeding six months 173,665,156 56,957,200ii) Debts outstanding for a period less than six months 58,778,062 163,509,101

From Associatesi) Debts outstanding for a period exceeding six months 2,233,376 6,145,526ii) Debts outstanding for a period less than six months – –

From Othersi) Debts outstanding for a period exceeding six months 900,034,384 688,839,617ii) Debts outstanding for a period less than six months 178,216,735 421,688,461

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 1,312,927,713 1,337,139,905

======================================= ==============================================================

NOTE-15: CASH & BANK BALANCECash & Cash EquivalentsCash in Hand 10,113,179 6,500,081Balances with Scheduled bank in Current Account

Earmarked for Unpaid Dividend 447,529 447,529Others 24,484,155 29,776,634

Others Bank BalancesBalance with Banks in FDR Accounts 71,459,513 90,950,136(including Interest Accrued thereon)(Pledge with Banks as Security against BGs and LCs)(Including Rs.1,70,45,254/- having maturity after one Year(Previous Year Rs.1,00,66,898/-))

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 106,504,376 127,674,380

======================================= ==============================================================

NOTE-16: SHORT-TERM LOANS & ADVANCES(UNSECURED,CONSIDERED GOOD)Advance For Land (Kolkatta) 4,561,924 4,597,369Prepaid Exp. 25,059,814 29,642,590Insurance Claim Receivable 1,899,998 699,998Indirect Tax Balances / recoverable / Credits 103,403,575 78,894,874Advance Income Tax & TDS (Net of Provision of Income Tax) 177,466,167 125,639,024Other Receivable

- From Others 96,094,916 39,265,124(including FDR of Rs. 50,00,000/-)

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 408,486,394 278,738,979

======================================= ==============================================================





31-03-2014 31-03-2013

NOTE-17: REVENUE FROM OPERATIONSCivil Contracts / Projects 2,343,822,141 2,675,953,203Real Estate 148,017,827 219,633,002Prior Period Income 12,267,078 4,797,350Bill Raised But Unsettled – 185,376,259Claims on excalations & others 62,953,423 31,560,708

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 2,567,060,469 3,117,320,522

======================================= ==============================================================

NOTE-18: OTHER INCOMEDividend Received 12,840 9,600Profit from Joint Venture 3,445,209 5,438,436Misc Income 528,039 118,100Interest Received on FDR 8,006,595 11,267,610Interest on Arbitational Claim – 19,215,981Insurance Claim received – 1,228,278Rent Received 240,000 —

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 12,232,683 37,278,005

======================================= ==============================================================

NOTE-19: COST OF MATERIAL CONSUMEDRaw Material Consumed 764,676,610 681,761,144

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 764,676,610 681,761,144

======================================= ==============================================================

NOTE-20: CHANGES IN INVENTORIES OF WORK IN PROGRESSWIP at close 1,910,442,828 1,769,113,833Less: WIP at Commencement 1,769,113,833 1,544,536,857Less: Trading WIP Converted into Fixed Asset during the year – 44,522,124

------------------------------------------------------------------ ---------------------------------------------------------------(B-A) (141,328,995) (269,099,100)

======================================= ==============================================================

NOTE-21: STAFF COSTStaff Salary 153,644,295 184,050,525Directors’ Remuneration Including Perks 9,367,769 11,775,353Bonus, Gratuity & Leave Encashment 2,313,658 3,870,216Recruitment Expenses 40,000 5,264Medical Reimbursement 572,864 1,094,718Contribution to Provident Fund etc. 629,543 763,751Employee’s welfare 2,486,082 5,514,840

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 169,054,211 207,074,667

======================================= ==============================================================





31-03-2014 31-03-2013

NOTE-22: FINANCE COSTSA) Interest Expenses

(i) On Borrowings/Advances 393,662,276 354,586,252(ii) On TDS late deduction/deposit 2,731,530 6,055,179(iii) Others 6,198,001 4,074,486

B) Other Borrowing Cost 44,485,129 46,668,987------------------------------------------------------------------ ---------------------------------------------------------------

TOTAL 447,076,936 411,384,904======================================= ==============================================================

NOTE-23: OTHER EXPENSESDirect Expenses

Diesel & Lubricants consumed 105,537,094 176,472,217Stores & Spares Consumed 48,561,204 168,020,995Machinery Rental Charges (Net) 45,524,353 31,807,588Entry Tax Paid 173,901 905,429Freight & Cartage 13,566,701 15,829,967Labour Charges 443,595 18,867,184Road Tax & Permit expenses 816,671 1,352,128Survey/Lab Testing/ Exp 3,117,088 9,109,759Security Exp at site 7,358,510 9,671,776Site Operation Expenses 788,023,254 1,073,745,989Taxi Hire Charges 5,852,236 6,726,555Insurance expenses 23,442,865 14,158,888Repairs & Maint. Machinery Exp 4,990,394 6,054,972Works Contract Tax 78,315,183 58,080,622Prior Period Work Contract Tax – (7,441,234)Service tax paid 23,269,732 41,865,266Real Estate - Cost of sale 98,286,727 127,026,866Prior Period Expenses 22,041,858 1,487,928Labour Cess 18,661,257 25,700,465

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL : A 1,287,982,622 1,779,443,360

======================================= ==============================================================

Admistrative ExpensesAdvertisement & Publicity 3,613,228 1,035,619Business promotion Exp 670,788 923,353Director sitting fee 540,000 1,115,000Wealth Tax 125,200 111,095Property Tax 550,232 379,756Professional Tax 64,830 –Books & Periodicals 164,495 169,530Filing Fees 75,473 90,299(Profit)/Loss on Sale/ Transfer of Fixed Assets 712,527 8,720Office Expenses 4,391,843 6,119,262Postage & Courier 522,901 1,014,009Telephone Expenses 5,326,108 6,981,740Printing & Stationery 1,827,294 2,726,940Legal & Professional 8,710,074 9,553,809





31-03-2014 31-03-2013Rent 10,007,194 9,386,273Repair & Maintenance (Building ) 161,124 723,422Repair & Maintenance (Others) 554,931 1,283,678Miscellaneous Expenses Written off 756,873 621,589Tender Fee 2,023,423 2,620,651Travelling & Conveyance (Others) 9,203,203 12,327,816Travelling Expenses (Directors) 1,279,059 1,340,235Vehicle Running Expenses 1,942,634 3,076,411Festival Expenses 363,324 576,203Donation 955,653 823,387Other Administrative Expenses 2,446,053 (329,859)Penalties 1,748,470 276,533Sundry Balances written off 4,046,312 (3,659,161)Bad Debts 13,731,464 –Provision for Doubtfull debts 10,632,254 –

AUDITORS REMUNERATIONSAudit Fees 577,417 577,417Tax Audit Fees 194,055 194,055Other Matters 183,588 307,445

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL : B 88,102,024 60,375,227

======================================= ==============================================================------------------------------------------------------------------ ---------------------------------------------------------------

TOTAL : A+B 1,376,084,646 1,839,818,588======================================= ==============================================================

NOTE-24: EXTRA ORDINARY ITEMLoss on sale of Investment – 5,036,825(Profit) on Sale of investment – (7,025,200)

------------------------------------------------------------------ ---------------------------------------------------------------– (1,988,375)

======================================= ==============================================================

NOTE-25: EARNING PER SHARE (EPS)Net profit after tax as per Statement of Profit & Loss attributable to- (206,774,043) 12,882,196- Equity Share Holder

Weighted Average number of equity shares used asdenominator for calculation of Basic EPS 29,018,400 29,018,400Basic Earnings Per Share (7.13) 0.44Weighted Average number of equity shares used as 29,018,400 29,018,400denominator for calculation of Diluted EPSDiluted Earnings Per Share (7.13) 0.44Face value per Equity share ( In Rs.) 10 10



NOTE – 26SIGNIFICANT ACCOUNTING POLICIES AND OTHER DISCLOUSERS FORMING PART OF BALANCE SHEET AS ON 31st

MARCH 2014 AND STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ON THAT DATE.

A. COMPANY INFORMATION

1. Brahmaputra Infrastructure Limited is into EPC & Real Estate Development Business and handling various projectslike Construction of Bridges, Flyovers, Highways, Airport, Building Construction, Tunnel projects, Mining projects. TheRegistered Office of the Company is situated at Brahmaputra House, A-7, Mahipalpur (NH-8, Mahipalpur Crossing)New Delhi – 110 037

B. SIGNIFICANT ACCOUNTING POLICIES

1. Basis of accounting

The financial statements have been prepared to comply with the requirements of the Companies Act, 1956, under thehistorical cost convention on the accrual basis of accounting except interest on Mobilization/Equipment Advances isbeing accounted for on actual recovery basis and Interest on Late / Non Payment of Term Loan Instalments of Financersaccounted for as and when settled.

Also the financial statements have been prepared in accordance with the standards on accounting prescribed inCompanies (Accounting Standard) Rule, 2006 referred to in section 211(3C) of the Companies Act, 1956.

2. Use of estimates

The preparation of financial statements in conformity with generally accepted accounting policies requires managementto make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingentassets and liabilities at the date of the financial statement and the reported accounts of revenues and expenses for theyears presented.

3. Revenue recognition

a. Income from construction contracts is recognized by reference to the stage of completion of the contract activityas 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 tosale, in relation to sold areas only.

d. “Bill raised but unsettled” have been accounted for in the books at the value reasonably ascertained by themanagement on the date of raising the bill.

e. Claims in respect of civil contracts lodged/awarded with/by the respective Department which may pertains toearlier years have been accounted for in the books in the year of its certainty and at value/enhanced valuereasonably ascertained by the management.

4. Joint Ventures

Revenues / Expenses from contracts executed by the Company in joint ventures on back-to-back arrangement basisare recognized on the same basis as similar contracts independently executed by the Company. Company’s share inthe Profit / Loss from joint ventures is accounted as and when the same is determined by the joint venture.

5. Employee benefit

During the year under review the company has provided Bonus on accrual basis, Provident Fund and ESI contributionfor eligible employees has been provided on actual liability basis and Gratuity and Leave Encashment has beenprovided based on actuarial valuation.

6. Investment

Long term and short term investments both are stated at cost. No provision for diminution in coated investment ismade because of its Long Term Nature.

7. Inventory

All inventories consisting of Work in Progress (Contract), Materials & Stores in hand and Real-estate division has beenvalued at cost as determined by the Management. No Provision is being made for slow moving Work in Progress as themanagement is hopeful to recover at stated value.



8. 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 ofBalance 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.

d) All expenditure exceeding Rs 5000/- incurred on any kind of software upto 31.03.2007, and its developmenttermed as “Software Expenses” are amortized over a period of 5 years. However, w.e.f. 01.04.2007 expenditureon software were capitalized Computer and accessories and was amortised through depreciation as per theS.L.M. method rates prescribed under Schedule XIV of the Companies Act 1956.

10. Fixed assets

Fixed Assets mainly comprised of Earthmoving Machinery and Motor Lorries has been stated at cost less accumulateddepreciation. Cost includes purchase price and all other attributable cost of bringing the assets to working conditionfor intended use.

11. Depreciation

Depreciation is provided on straight line method as per rates specified in Schedule XIV to the Companies Act, 1956subject to maximum of 95% of cost value.

12. Contingent liabilities

Contingent Liabilities not admitted by the company are not provided for in the accounts but are disclosed by way ofother disclosures.

13. Taxation

Income Tax comprises current tax and deferred tax. Deferred tax assets and liabilities are recognized for the future taxconsequences of timing differences subject to consideration of prudence. Deferred tax assets and liabilities aremeasured using the tax rates enacted or substantively enacted by the balance sheet date.

14. Earning per share

The earnings considered in ascertaining company’s EPS comprises the net profit after tax. The number of shares usedin computing basic EPS is the weighted average number of shares outstanding during the year

15. Borrowing cost

Borrowing costs that are directly attributable to the acquisition or construction of a qualifying asset are considered aspart of the cost of that asset. Other borrowing costs are recognized as an expense in the year in which they areincurred.

16. Prior Period Income/Expenses

Income/Expenses related to Prior Period are shown separately in “Note” to financial Statement under their naturalhead and the impact of amounts is separately disclosed in other disclosures.

17. Impairment of assets

Pursuant to Accounting Standard (AS-28) on – Impairment of assets issued by the Institute of Chartered Accountant ofIndia, the company assessed its fixed assets for impairment as at the year end and concluded that there has been nosignificant 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 thevalue either mutually settled or reasonably ascertained by the management.

20. Provision for Doubtful Debts is made at value estimated by the management.



C. OTHER DISCLOUSERS

1. Contingent Liabilities not provided for :

(a) Guarantees given by banks towards performance, financial and contractual commitments (Net of FDR) on behalfof the Company Rs. 39912.30 Lacs (previous year Rs 43320.73 Lacs).

(b) Letter of Credit o/s as on 31-03-14 Rs. 580.68 Lacs (Previous Year Rs.178.45 Lacs)

(c) VAT Liability against Housing Project at Guwahati is estimated to be approx. Rs. 47.87 lacs (Previous Year -Rs. 47.87 Lacs).

(d) Income Tax Demand (including interest) of Rs. 515.83 Lacs (Previous Year- Rs. 515.83 Lacs) under section153A/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 ofProvision for Income tax )” under Note No. 16

(e) Service Tax demand of Rs. 1488.42 Lacs (Previous Year-Rs.1753.90 Lacs) for F.Y.2005-06 to F.Y. 2010-11 andpenalty of Rs.173.24 Lacs (Previous Year-NIL)

(f) VAT liability against Lucknow Airport Project is estimated to be Approx Rs.54.25 Lacs (Previous Year - NIL)

(g) Income Tax demand of Rs.0.70 Lacs (Previous Year - NIL) for penalty U/s 271(1)(b)

(h) Income Tax demand for penalty U/s 272 (A)(2)(k) of Rs.3.50 Lacs (Previous Year - NIL)

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. 6,71,59,938/- (Previous Year - Rs. 6,32,31,002/-) recoverable from DDA against Service tax against whichPetition have been filed in High Court of Delhi and the same is pending. In the opinion of the Management, thesame is considered good and will be recovered in due course therefore no provision has been made in the booksof accounts.

(c) Trade payable 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 whereverapplicable.

4 During the year, the Company was associated in the following Joint Ventures:

Sl. No. Name of Joint Venture Description of Job

1 DRA-BLA-BCL(JV) Widening and strengthening of existing NationalHighways from 2 Lane to 4 Lane NH-31, NalbariSection, Assam

2 Madhava - Brahmaputra Consortium Limited (JV) Construction of foundation, substructure andsuper-structure (PSC Box Girder) of majorbridge No. 543 (proposed span 20x25.00m onpile foundations) at Chainage 143/600 KM andminor Br. No. 541 at Chainage 143/750 KM inbetween Damcherra-Chandranathpur stations,on permanent 143/180.00 KM to 144/208.00 KMand all other ancillary works in connection withLumding-Silchar Gauge Conversion Project.

3 DRA-Brahmaputra Consortium Limited (JV) (i) Construction of Grade Separator at RaniJhansi Road at New Delhi. (N.I.T.- EE.XVIII/2007-08/09)

(ii) Construction of Grade Separator at Dabriintersection of Pankha Road and Road leadingto Dwarka near Janakpuri in West Delhi.



Sl. No. Name of Joint Venture Description of Job

4 Unity-Brahamputra Consortium Ltd. (JV) (i) Construction of Jorhat Medical College &Hospital,Jorhat

(ii) Construction of Single line BG TunnelNo.6 in connection with Construction ofnew railway line project Jiribam-Tupul(Imphal) of N.F Railway (Construction)

(iii) Execution of the work “Assam Hills MedicalCollege & Research Institute,Diphu, KarbiAnglong”

5 IPL-Brahmaputra Infrastructure Limited (JV) Construction of New Integrated PassengerTerminal Building at Lucknow Airport.

6 SMSIL-BCL (Joint Venture) Construction of North Bank Embankment onriver Brahamaputra near Dibrugarh, Assam

7 Madhava Hytech – Brahamaputra (JV) Construction of underpass at Ring Road andKadirenhalli Road junction at Bangalore, Karnataka.

8 SMSIL-BIL (Joint Venture) Construction of North Guide Bundh in riverBrahmaputra.

9 BCL-FGM Consortium Hiring of Crawler mounted shovels/HydraulicsExcavators,backhpes,dumpers for removal ofLignite

10 KMC Brahmaputra Infrastructure Ltd. (JV) Contruction of 2-lane Gangtok Byepass Roadfrom Ranipool to Burthuk in East Sikkim

11 DRAIPL-Brahmaputra Infrastructure Ltd.(JV) Contruction of 2-lane Silchar Byepass withpaved shoulders under SARDP-NE,Phase-A,under Silchar PWD NH Division in the State ofASSAM.

12 Supreme-BIL (JV) Construction of pucca road on service road ofsaran main canal, Marhaura branch canal,Kateya branch canal and Hathua branch canal,Under saran canal system.

13 BIL-BLA-GSCO(JV) Development and operations of ChattiBariatuCoal Mining Block

14 DRA-Brahmaputra Infrastructure Ltd. (JV) Improvement & Upgradation of SH-46 ( DudhnoiGoalpara Pancharatna)

5 Previous year figures having been re-worked, regrouped rearranged and reclassified wherever necessary to makethem 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 Moneyamount as contingent amount taxable in the year of its real accrual/ receivable based on real income theory. Deferredtax has been provided for all timing difference as required under the provisions of the Accounting Standard -22 issuedby the Institute of Chartered Accountants of India.

7 Remuneration to Managing Director & Whole time Directors as under :(Rs. in Lacs)

Particulars 2013-2014 2012-2013

Salary 69.77 96.65

Perks 23.91 21.10

TOTAL 93.68 117.75



8 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— Brahmaputra Industrial Park Pvt.Ltd— Brahmaputra Warehousing Pvt. Ltd— Brahmaputra Real Estates Pvt. Ltd

b) Joint Ventures:— PCL- Brahmaputra Consortium Ltd (JV)— KB- Brahmaputra Consortium Ltd (JV)— DRA-BLA-BCL(JV)— Brahmaputra Consortium Ltd (JV)— GPL- Brahmaputra Consortium Ltd (JV)— Madhava- Brahmaputra Consortium Ltd (JV)— BTS Brahmaputra Consortium Ltd (JV)— DRA Brahmaputra Consortium Ltd (JV)— BLA Brahmaputra Consortium Ltd (JV)— IPL-Brahmaputra Infrastructure Ltd. (JV)— Unity- Brahmaputra Infrastructure Ltd. (JV)— SMSIL BCL (Joint Venture)— Madhava Hytech Brahamaputra (JV)— SMSIL-BIL (Joint Venture)— BCL-FGM Consortium— KMC-Brahmaputra Infrastructure Limited (JV)— DRAIPL-Brahmaputra Infrastructure Limited (JV)— Supreme-Brahmaputra Infrastructure Limited (JV)— BIL-BLA-GSCO (JV)— DRA-Brahmaputra Infrastructure Ltd.(JV)

c) Associates:— Brahmaputra Overseas Ltd— Brahmaputra Projects (P) Ltd— Brahmaputra Promotors and Planners (P) Ltd— Brahmaputra Holdings (P) Ltd— Brahmaputra Realtors (P) Ltd— Brahmaputra Promoters & Developers Limited— Brahmaputra Housing & Urban Infrastructure Ltd.— Indotech Tubewells (P) Ltd— M.L.Singhi & Associates (P) Ltd— Brahmaputra Finlease (P) Ltd— Satluj Infrastructure Ltd— Bengal Brahmaputra Realty Limited— Meghalaya Infratech Ltd.

d) Key Management Personnel & their relatives:— Sanjeev Kumar Prithani, Joint Managing Director— Sanjay Kumar Mozika, Joint Managing Director— Manoj Kumar Prithani, Managing Director till 26th Aug,2013.



— Manoj Kumar Prithani,CEO since 27th Aug,2013 & Relative— Rajesh Singh, Whole time Director— Suneet Kumar Todi, Whole time Director— Suresh Kumar Prithani, Relative— Shobna Prithani , Relative— Anita Prithani, Relative— Kiran Prithani, Relative— Nikita Prithani, Relative— Om Kumar, Independent Director— Satish Chandra Gupta, Independent Director— Viresh Shankar Mathur, Independent Director— Kuladhar Saharia, Independent Director

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 2014 (Rs.in Lacs)

S.No Nature of Transactions Subsidiaries Joint Assoc- KeyVentures iates Management

Personnel& their

relatives

i) Purchase of Material/ Services/Fixed Assets/ – 73.40 840.49 21.60Rent/Interest/Piece rate work (146.09) (24.11) (768.51) (27.00)

ii) Sale of Material/ Services/ Fixed Assets/ – 3,547.35 – –Rent/Escalation Claims/Investment (Nil) (2,323.01) (Nil) (270.20)

iii) Managerial Remuneration / Salary – – – 110.97(Nil) (Nil) (Nil) (130.77)

iv) Advance/Loan given/paid back during the year 236.30 836.97 1,634.13 –(926.15) (321.89) (3,394.81) (Nil)

v) Advance/Loan taken/received back during the year – 1,988.45 1,572.45 –(Nil) (2,851.83) (3,527.56) (Nil)

vi) Retention/witheld deducted during the year – 156.88 – –(Nil) (213.94) (Nil) (Nil)

vii) Retention/witheld released during the year / – 126.33 214.17 –deducted during the year by BIL (Nil) (202.79) (Nil) (Nil)

vii) Net Investments made during the year – (297.43) – –(Nil) (-268.18) (Nil) (Nil)

viii) Outstanding at year end.

Payables 0.51 6,142.96 180.31 14.00(Nil) (5,182.55) (251.34) (20.46)

Receivables 1,921.31 6,631.79 107.33 –(1,684.51) (6,481.47) (21.26) (Nil)

Investments 685.15 1,552.59 327.25 –(685.15) (1,850.02) (327.25) (Nil)

Guarantees & Collateral given – 18,502.61 – –(Nil) (24,675.50) (Nil) (Nil)

Note: figures in ( ) relates to previous year ended 31.03.2013



9 In the opinion of the Directors, the Current Assets, Non Current Assets, Claim Receivables, Outstanding ArbitrationalClaim, Loan & Advances (excluding retention money) have a value on realization in ordinary course of business atleast 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 mediumEnterprise Development Act, 2006 and hence disclosure relating to amounts unpaid as at the year end together withinterest paid/payable under this Act has not been given.

11 Segment Reporting

The Company has two segments – Heavy Civil Construction Division and Real Estate. Individual reporting is givenbelow:

Primary Segment (Business Segment) (Rs. in Lacs)

Particulars Heavy Civil Real TotalConstruction Estate

Division Division

A. Revenue

External 24,190.43 1,480.18 25,670.60(28,976.87) (2,196.33) (31,173.20)

B. Results

Profit / (Loss) Before Tax -3,307.92 497.31 -2,810.61(-756.88) (926.06) (169.18)

Provision for Income Tax -161.35 161.35 –(-139.05) (300.46) (161.41)

Provision for Deferred Tax -745.76 – -745.76(-137.71) (NIL) (-137.71)

Prior Period Income Tax 2.89 – 2.89(16.65) (NIL) (16.65)

Profit after Tax -2,403.70 335.96 -2,067.74(-496.78) (625.60) (128.82)

C. Other Information

Segment Assets 64,236.77 12,822.47 77,059.24(64,174.82) (10,894.55) (75,069.37)

Segment Liability 57,265.41 4,548.45 61,813.85(54,744.47) (3,011.78) (57,756.25)

Capital Expenditure 457.84 – 457.84(1,739.35) (NIL) (1,739.35)

Depreciation 2,447.90 – 2,447.90(2,687.29) (NIL) (2,687.29)

Non cash expenditure other than depreciation 7.57 – 7.57(6.22) (NIL) (6.22)

Note: figures in ( ) relates to previous year ended 31.03.2013



12 Deferred Tax LiabilityThe break up of tax effect of timing differences is given as under:

S. Item of timing Difference Opening as at Charge/ Closing as atNo. 01.04.2013 (Release) 31.03.2014

duringthe period

1 Depreciation 27,194,650 (26,777,809) 416,841

2 Retention Money 197,843,058 (9,922,383) 187,920,675

3 Disallowance under Income Tax Act (8,165,708) (839,123) (9,004,831)

4 Business Loss to be c/f – (37,036,685) (37,036,685)

Total 216,872,000 (74,576,000) 142,296,000

13 There is no impairment loss on fixed assets is recognized or reversed during the year pursuant to Accounting Stan-dard (AS) 28.

14 Information pursuant to provision of Schedule VI of the Companies Act, 1956 wherever applicable are as follows:-(Rs. in Lacs)

Sr. No. Particulars 2013-14 2012-13

I. A. Income from Operations 25,670.60 31,173.21B. Other Income 122.33 372.78C. Profit / (Loss) Before Tax (2,810.61) 169.18D. Profit / (Loss) After Tax (2,067.74) 128.82E. Dividend – –

II. A. Value of Import on CIF basis 2.92 0.68B. Expenses in Foreign Currency – 14.12C. Earning in Foreign Currency – –

15 Travelling & Conveyance includes Rs. NIL (Previous Year - Rs. 0.21 Lacs) incurred on Foreign Travelling of Directors& Others

16 Profit After Tax is after considering the following Income, Expenditure & Taxes which relates to Prior Period

Rs. in Lacs

Particulars 2013-2014 2012-2013

A. Income 122.67 47.97

B. Expenses 220.42 (59.53)

C. Taxes ( Net of MAT credit & earlier year provisions/shortfall) 2.89 16.65







AUDITORS' REPORT ON CONSOLIDATED FINANCIAL STATEMENTSTo

The Members,

BRAHMAPUTRA INFRASTRUCTURE LIMITEDNew Delhi

Report on the Consolidated Financial Statements

We have audited the accompanying Consolidated Financial Statements of Brahmaputra Infrastructure Limited ("theCompany"), its subsidiaries and Joint Ventures (as per list appearing in Note - 28-B-1(a) and hereinafter collectivelyreferred to as 'Group’) which comprise of the consolidated Balance Sheet as at 31st March, 2014, the consolidatedstatement of Profit and Loss and consolidated Cash Flow Statement of the year then ended, and a summary of significantaccounting policies and other disclosures.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these consolidated financial statements that give a true and fair view ofthe consolidated financial position, consolidated financial Performance and consolidated cash flows of the group inaccordance with the accounting principles generally accepted in India. This responsibility includes the design,implementation and maintenance of internal control relevant to the preparation and presentation of the consolidatedfinancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

The consolidated financial statements have been prepared by the company in accordance with the requirements ofAccounting Standard AS- 21 on Consolidated Financial Statements, AS-23 on Accounting for Investment in Associates inConsolidated Financial Statement and AS-27 on Financial reporting of Interest in Joint Ventures as prescribed by theCompanies (Accounting Standard's) Rules, 2006 and on the basis of the separate audited financial statements of thecompany, its Joint Ventures and its subsidiary included in the consolidated financial statements.

Auditor's Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conductedour audit in accordance with the Standard on Auditing issued by the Institute of Chartered Accountants of India. Thosestandards require that we comply with ethical requirement and plan and perform the audit to obtain reasonable assuranceabout 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 consolidatedfinancial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks ofmaterial misstatement of the consolidated financial statements, whether due to fraud or error. In making those riskassessments, the auditor considers internal control relevant to the Group preparation and fair presentation of the financialstatements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluationof appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management,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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us and based on the considerationof the separate audit reports of the other auditors on the financial statement of the subsidiary as noted below, we are of theopinion that the said consolidated financial statements give a true and fair view in conformity with the accounting principlesgenerally accepted in India:

(a) in the case of Consolidated Balance Sheet, of the state of affairs of the group as at 31st March 2014,

(b) in the case of the Consolidated Profit and Loss Account, of the profit of the group for the year ended on that date,and

(c) in the case of Cash Flow Statement, of the Cash Flows of the group for the year ended on that date.



Other Matter

(a) We did not audit the financial statements and other financial information of three subsidiaries companies namelyBrahmaputra Real Estate P Ltd., Brahmaputra Industrial Park P Ltd., Brahmaputra Warehousing P Ltd. and suchcompanies has been audited by other auditors and our report in so far as it relates to the amounts included inrespect of the subsidiaries is based on such financial statements.

(b) We have relied upon the unaudited (as not required under any law) financial statement of the joint venture namelyGPL-Brahmaputra Consortium Ltd. (J.V). This unaudited financial statement has been furnished to us by themanagement and our report in so far as it relates to the amounts included in respect of the Joint Venture is basedon such financial statement.






CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2014 Rupees Rupees

Particulars Note No.31-03-2014 31-03-2013

I. EQUITY AND LIABILITIESShareholder's funds(a) Share Capital “1” 290,184,000 290,184,000(b) Reserve & Surplus “2” 1,202,802,405 1,412,004,378(b) Minority Interest 120,000 120,000Non-current liabilities(a) Long-term Borrowings “3” 737,895,992 626,454,417(b) Deferred tax liabilities (Net) 143,929,869 218,505,869(c) Other Long-term liabilities “4” 1,413,630,976 1,645,864,532(d) Long-term Provision “5” 10,995,391 10,256,290Current liabilities(a) Short-term borrowings “6” 2,388,423,115 1,789,663,503(b) Trade payables 954,805,608 906,570,232(c) Other current liabilities “7” 568,474,004 622,669,485(d) Short-term Provision “8” 888,205 817,172

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 7,712,149,565 7,523,109,877

======================================= ==============================================================II. ASSETS

Non-current assets(a) Fixed Assets “9”

(i) Tangible assets 1,175,893,577 1,398,954,284(ii) Intangible assets 4,417,313 5,535,863(iii) Capital Work in Progress 25,848,433 388,526

------------------------------------------------------------------ ---------------------------------------------------------------Total 1,206,159,323 1,404,878,673

======================================= ==============================================================(b) Goodwill / Surplus on Consolidation 84,533,063 108,948,404(c) Non-Current investment “10” 61,491,131 60,902,117(d) Long term Loans & Advances “11” 316,832,985 340,252,106(e) Other non-current assets “12” 1,018,833,192 1,010,048,960Current assets(a) Inventories “13” 3,172,852,250 2,831,498,780(b) Trade receivables “14” 1,318,419,339 1,344,364,688(c) Cash & Bank Balance “15” 112,164,266 128,156,382(d) Short-term loans and advances “16” 420,864,017 294,059,767

------------------------------------------------------------------ ---------------------------------------------------------------Total 5,024,299,872 4,598,079,617

======================================= ==============================================================------------------------------------------------------------------ --------------------------------------------------------------

TOTAL 7,712,149,565 7,523,109,877======================================= ==============================================================


Note 1 to 16 and 26 form an integral part of the Balance Sheet.







CONSOLIDATED STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ON 31ST MARCH 2014Rupees Rupees

Particulars Note No.2013-14 2012-13

I. Revenue from Operations “17” 2,595,510,165 3,188,555,913

II. Other Income “18” 13,985,518 37,290,227------------------------------------------------------------------ ---------------------------------------------------------------

TOTAL 2,609,495,683 3,225,846,139======================================= ==============================================================

III. Expenses:Cost of Material Consumed “19” 774,285,900 738,133,758Changes in inventories of work-in-progress “20” (135,543,717) (281,726,862)Staff Cost “21” 170,827,105 213,954,670Financial costs “22” 447,819,191 412,291,716Depreciation “9” 249,875,280 274,354,903Other Expenses “23” 1,385,682,030 1,856,942,155

------------------------------------------------------------------ ---------------------------------------------------------------Total Expenses 2,892,945,789 3,213,950,339

======================================= ==============================================================

IV. Profit/(Loss) before exceptional andextraordinary item and tax (I+II-III) (283,450,106) 11,895,801

V. Exceptional Items – –

VI. Profit/(Loss) before extraordinary item and tax (IV-V) (283,450,106) 11,895,801

VII. Extraordinary item “24” – (1,988,375)

VIII. Profit/(Loss) before tax (VI-VII) (283,450,106) 13,884,176

IX. Tax expensesCurrent Tax 38,532 16,141,474Deferred Tax (74,576,000) (13,770,803)Prior Period Income Tax 289,334 1,664,846

------------------------------------------------------------------ ---------------------------------------------------------------Profit After Tax from continuing Operations (209,201,972) 9,848,659

======================================= ==============================================================

XI. Earning Per equity share: “25”Basic Earning per Share (7.21) 0.34Dilluted Earning per Share (7.21) 0.34


NOTE 9 and 17 to 26 form an integral part of the Statement of Profit & Loss







CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2014Rupees Rupees

Particulars2013-14 2012-13

A Cash Flow from Operating Activities1 Profit Before Tax (283,450,106) 11,895,8012 Adjustment for:

Depreciation 249,875,280 274,394,256Interest paid (Net of Interest received on FDR) 439,812,596 401,024,106Loss / (Profit) on sale of Assets (Net) 712,527 (290,923)Misc. exp. Written off 756,873 630,830Dividend Income received (12,840) (9,600)

------------------------------------------------------------------ --------------------------------------------------------------B. Operating Profit before Working Capital changes (1+2) 407,694,330 687,644,469

C. Changes in Working Capital (Excluding Cash & Bank Balance)(Increase) / Decrease in Trade and other Receivables * (33,770,516) (1,138,496,265)(Increase) / Decrease in Inventories * (341,353,470) (810,120,858)Increase / (Decrease) in Trade Payables and other Liabilities * 61,605,666 305,002,949

------------------------------------------------------------------ --------------------------------------------------------------D. Cash Generated from Operations (B+C) 94,176,010 (955,969,705)E. Less : Taxes paid * 52,640,038 78,144,071F. Net Cash flow before Exceptional / Extraordinary Items (D-E) 41,535,972 (1,034,113,776)

Less : Exceptional / Extraordinary Items [(profit)/Loss] – (1,988,375)

Net Cash from Operating Activities 41,535,972 (1,032,125,401)G. Cash Flow from Investing Activities

Purchase of Fixed Assets * (58,867,806) (429,016,828)Sale / Adjustments of Assets 6,956,430 49,688,050(Increase) / Decrease in Goodwill / Surplus on Consolidation 24,415,341 27,636,994Dividend received 12,840 9,600Deficit out of Amalgamation – (70,092,000)Acquisition of Reserve, Security Premium , Profit & Loss andDeffered Tax Liabilities of Transferor Company Due to Amalgamation – 313,641,551(Increase) / Decrease in Investments in Associates* – 9,196,125(Increase) / Decrease in Investments in Joint Ventures (589,013) 1,021,663

Net Cash used in Investing Activities (28,072,208) (97,914,845)

H. Cash Flow From Financing ActivitiesProceeds from / Repayment of Long Term borrowings/Other Long Term Liability * (187,458,256) 1,134,395,852Minority Interest – –Proceeds from / Repayment of Short Term borrowings * 598,759,612 326,102,419(Increase) / Decrease in Amalgamation & Share Issue Exp & Misc Exp (944,640) (2,285,575)Interest paid ( Net of Interest received on FDR) (439,812,596) (401,024,106)Shares Issued under Scheme of Amalgamation – 140,184,000

Net Cash Flow from Financing Activities (29,455,880) 1,197,372,590

I. Net Increase/(Decrease) in Cash and Cash Equivalents (F+G+H) (15,992,116) 67,332,344Cash and Cash Equivalents at the beginning of the year 128,156,382 60,824,038

------------------------------------------------------------------ --------------------------------------------------------------Cash and Cash Equivalents at the end of the year 112,164,266 128,156,382

======================================= ==============================================================

In terms of our attached audit report of even dateFor A.B. BANSAL AND COMPANY For and on behalf of Board of DirectorsCHARTERED ACCOUNTANTSFirm Regn. No. : 010538NA.B. BANSAL Sanjeev Kumar PrithaniPARTNER (Joint Managing Director)M. No. 84628Place : New Delhi Parimesh Manocha Pankaj Goyal (Rajesh Singh)Date : 30.05.2014 (Company Secretary) (VP - Finance & Accounts) (Whole Time Director)



CONSOLIDATED NOTES FORMING PART OF THE ACCOUNTS : 31ST MARCH 2014


31-03-2014 31-03-2013

NOTE-1 : SHARE CAPITALAUTHORIZED SHARE CAPITAL

3,30,00,000 Equity Share of Rs.10/- each 330,000,000 330,000,000(Previous Year 3,30,00,000 Equity Share of Rs.10/- each)

ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL

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/- eachfully paid up)(Including 1,40,18,400 equity shares issued pursuant toscheme of amalgamation on 28th March 2013)

------------------------------------------------------------------ --------------------------------------------------------------TOTAL 290,184,000 290,184,000

======================================= ==============================================================

1.1 DETAIL OF SHAREHOLDERS HOLDING MORE THAN 5% EQUITY SHARES IN THE COMPANY

As at As atName of Shareholder 31st March 2014 31st March 2013

No. of % of No. of % ofShares held Holding Shares held Holding

M.L.Singhi & Associates Pvt. Ltd 5,461,475 18.82 5,461,475 18.82

Brahmaputra Finlease Pvt. Ltd. 3,080,819 10.62 3,080,819 10.62

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 2,539,983 8.75 2,539,983 8.75

1.2 RECONCILIATION OF NUMBER OF EQUITY SHARES OUTSTANDING IS SET OUT BELOW

Particulars No. of Shares No. of Shares

Number of Shares outstanding at the beginning of the year 29,018,400 15,000,000

Add: Number of Shares Issued during the year pursuant to scheme of – 14,018,400amalgamation

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 BONUS SHARES ISSUED IN LAST 5 (FIVE) PRECEDINGS YEARS NIL NIL





31-03-2014 31-03-2013

NOTE-2 : RESERVE & SURPLUSSecurity PremiumBalance as per Last Financial Statement 270,822,140 267,582,140Add: Transfer from Brahmaputra Infraproject Limitedas per scheme of Amalgamation – 3,240,000

------------------------------------------------------------------ --------------------------------------------------------------270,822,140 270,822,140

General ReserveBalance as per Last Financial Statement 914,908,000 825,000,000Add: Transfer from Brahmaputra Infraproject Limitedas per scheme of Amalgamation – 160,000,000Add: Transferred during the Year from Profit & Loss A/c – –Less: Deficit arising out of Amalgamation – 70,092,000

------------------------------------------------------------------ --------------------------------------------------------------914,908,000 914,908,000

Profit & Loss AccountBalance as per Last Financial Statement 226,274,238 119,223,832Add: Transfer from Brahmaputra Infraproject Limitedas per scheme of Amalgamation – 97,201,748Add: Profit/(Loss) for the Year (209,201,973) 9,848,658Less: Transferred to General Reserve – –

------------------------------------------------------------------ --------------------------------------------------------------17,072,265 226,274,238

------------------------------------------------------------------ --------------------------------------------------------------TOTAL 1,202,802,405 1,412,004,378

======================================= ==============================================================NOTE-3: LONG TERM BORROWINGSSecured: Term Loans: Equipments Non Current Current Non Current Current

– From Banks 13,696,521 29,344,215 36,905,476 33,011,341– From Others 305,429,866 242,723,507 320,292,963 301,189,297

(Secured against hypothecation and First Charge ofEquipment & Machinery, Some of the Flats at SpanishGarden Zoo Road, Corporate Guarantee of OneCompany which is JV Partner in Spanish Garden,Subservient Charge on Current Asset of the Co.,Exclusive Charge on Land at Guwahati in thename of the one Associate Co., Equitable Mortgageof Property situated at Brahmaputra Industrial Park inthe name of the co. & Personal guarantee of PromoterDirectors, Carrying Interest rate between 9.00% to 15.16%)Term Loans: City Centre - Shopping Mall 404,030,000 – 258,890,978 –

– From Allahabad Bank(Secured against exclusive first charge on entire movableand immovable fixed assets of the project & charge on land(in the name of JV partner) of such project, & personalguarantee of promoters/directors and land owners, CarryingInterest rate base rate plus 1.50%)Unsecured

– From Related parties 14,739,604 – 250,000 –– From Others – – 10,115,000 –

--------------------------------------------------------- -------------------------------------------------------- -------------------------------------------------------- --------------------------------------------------------Total Long Term Borrowings 737,895,992 272,067,722 626,454,417 334,200,638

================================== ================================== ================================== ==================================





31-03-2014 31-03-2013

3.1 Maturity / Repayment Profile of Term Loan from Bank & Others

Particulars of Loan 1-2 2-3 >3

– Repayment to Bank 12,822,757 702,254 171,510

– Repayment to Others 196,116,024 109,313,842 –

– Repayment of Term Loan - Shopping Mall 53,870,667 107,741,333 242,418,000--------------------------------------------------------- --------------------------------------------------------- ---------------------------------------------------------

262,809,448 217,757,429 242,589,510--------------------------------------------------------- --------------------------------------------------------- ---------------------------------------------------------

3.2 DETAIL OF OVERDUE INSTALMENTS AND INTERESTOverdue Overdue Overdue Overdue

Principal as on Interest as Principal as Interest as31st March 2014 on 31st on 31st March on 31st

March 2014 2013 March 2013Particulars of Loan

– From Banks 5,170,511 8,344,414 4,291,563 1,089,463– From Others 34,982,344 19,478,489 162,812,652 26,593,686

--------------------------------------------------------------- --------------------------------------------------------------- -------------------------------------------------------------------- --------------------------------------------------------------------40,152,855 27,822,903 167,104,215 27,683,149

======================================= ======================================= ========================================= =======================================

NOTE-4: OTHER LONG TERM LIABILITYAdvances from Customers

Secured:(Secured against Bank Guarantee)

i) From Related parties 602,915,457 506,206,979ii) From Others 644,707,269 1,065,280,070

Unsecuredi) From Others 24,964,492 –

SD/Retention/ Withheld from Sub-contractor

Unsecuredi) From Related parties 22,135,658 719,046ii) From Others 118,908,101 73,658,437

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 1,413,630,976 1,645,864,532

======================================= ==============================================================NOTE-5: LONG TERM PROVISION

Non Current Current Non Current CurrentProvision for Gratuity 8,643,161 495,170 7,626,167 326,137Provision for Leave Encashment 2,352,230 393,035 2,630,123 491,035

--------------------------------------------------------- --------------------------------------------------- ----------------------------------------------------- ---------------------------------------------- 10,995,391 888,205 10,256,290 817,172==================================== ================================= ============================================================== ==============================================================





31-03-2014 31-03-2013

NOTE-6: SHORT-TERM BORROWINGS

Secured

LOANS REPAYABLE ON DEMAND

Working Capital Facilities from Banks (I)

- Cash Credit Facilities 2,004,236,950 959,696,503

- Demand Loans from Banks 312,879,654 816,357,000

VENDOR FACTORING (II)

- India Factoring Finance & Solutions P. Ltd 63,864,511 –

Unsecured

- From Related Parties (III) 5,607,000 11,775,000

- From Others 1,835,000 1,835,000------------------------------------------------------------------ ---------------------------------------------------------------

2,388,423,115 1,789,663,503======================================= ==============================================================

NOTE-7: OTHER CURRENT LIABILITIESExpenses Payable 50,103,946 56,071,980

Advances Received 117,935,800 111,925,907

Statutory Liabilities 86,814,783 80,144,907

Bonus Payable 12,214,096 10,853,789

Directors Remuneration Payable 704,660 1,168,813

Other Liabilties 362,565 172,773

Interest Accrued and due on Term Loan From Banks 8,344,414 1,089,463

Interest Accrued and due on Term Loan From Others 19,478,489 26,593,686

Current maturities of long-term debt (Refer Note No.3) 272,067,722 334,200,638

Unclaimed Dividend 447,529 447,529------------------------------------------------------------------ ---------------------------------------------------------------

568,474,004 622,669,485======================================= ==============================================================

NOTE-8: SHORT-TERM PROVISIONSProvision for Gratuity (Refer Note No.5) 495,170 326,137

Provision for Leave Encashment (Refer Note No.5) 393,035 491,035------------------------------------------------------------------ ---------------------------------------------------------------

888,205 817,172======================================= ==============================================================



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31-03-2014 31-03-2013

NOTE-10: NON CURRENT INVESTMENTUnquoted (at cost)

In Associates:- Investment in Meghalaya Infratech Ltd. 32,725,000 32,725,000


- Investment in M.L.Singhi & Associates Pvt Ltd 3,302,500 3,302,500(660500 Equity Shares of Rs 10/- each fully paid up)

- Investment in Brahmaputra Holdings Pvt Ltd 35,000 35,000(7000 Equity Shares of Rs 10/- each fully paid up)

Quoted (at cost)In Others- Union Bank of India 19,200 19,200

(1,200 No of Equity Shares of Rs 10/- each fully paid up)Market Value as at 31.03.2013 Rs.1,64,640/- (Previous Year - Rs.2,61,660/-)

Other Trade Investments- Capital in Joint Ventures 25,409,431 24,820,417

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 61,491,131 60,902,117

======================================= ==============================================================(I)(a) Under Consortium Banking arrangement with IOB as the Lead Bank carrying interest rate of Base Rate + upto 6.10%.(b) Secured by hypothecation of Stock, Book-Debts & Retention Money as Primary Security and Ist Pari Paripasu Charge on

all current assets of the Company.(c) Colletarally Secured by the followings:

– Industrial Land Situated at Brahmaputra Industrial Park Guwahati, Assam in the name of Co. (Dag No. 409, 721,778, 781, 786 & 779)

– Land and Building at A-7, Mahipalpur, Delhi, Jointly Owned by Co. and One Associate Company.– Flat No. 401, 4th Floor, Royal Plaza, Guwahati in the name of the Co.– EM of Industrial Land / Central Workshop at Brahmaputra Industrial park, Guwahati Assam.– First Charge on some of the unencumbered Fixed Assets in the name of Co.– Second Charge on some of the encumbered Fixed Assets in the name of Co.– Sub-servient Charge on the encumbered Fixed Assets in the name of Co.– Land & Building situated at Rajasthan in the name of Relative of Directors– Personal Guarantees of Promoters / Directors– Corpoarate Guarantee of two Associates Cos.

(II)(a) Secured against Bank Guarantees carrying Discounting Rate of 12.60%(III)Carrying interest rate of 12%

NOTE-11: LONG TERM LOANS AND ADVANCES(Unsecured, Considered Good)Security Deposit 8,629,433 8,000,623Long term loan / Advances to Related Parties

- to Subsidiaries Companies – –- to Associates Companies 8,500,000 8,500,000

Long term loan/ Advances to Others (Net of Provisions) 299,703,552 323,751,483------------------------------------------------------------------ ---------------------------------------------------------------

316,832,985 340,252,106======================================= ==============================================================





31-03-2014 31-03-2013

NOTE-12: OTHER NON CURRENT ASSETS(Unsecured, Considered Good)Retention/ Witheld By Clients 697,690,339 753,101,501(Including FDR of Rs. 1,22,75,000/-)Earnest Money Deposit 11,694,810 13,651,766(Including FDR of Rs. 75,46,810/-)Claims Receivables 304,687,770 237,805,411Amalgamation Exp.(to the extent not W/o or adjusted) 2,032,475 1,803,908Misc Exp (to the extent not W/o or adjusted) 527,798 615,041Preoperative Expenses 2,200,000 2,253,416Unoperative Expenses – 817,917

------------------------------------------------------------------ ---------------------------------------------------------------1,018,833,192 1,010,048,960

======================================= =======================================NOTE-13: INVENTORIES [AT COST]

EPC- W.I.P. 1,926,534,171 1,790,891,129- Building Material 294,270,648 254,050,756

(Including Goods in transit Rs.26,64,986/- (Previous Year -Rs.14,37,405/-))- Stores & Spares 57,567,294 52,530,953

Real Estate- Finished 197,944,322 238,706,403- Work In Progress 696,535,815 495,319,539

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 3,172,852,250 2,831,498,780

======================================= ==============================================================NOTE-14: TRADE RECEIVABLESUnsecured, Considered Good)From JVs

i) Debts outstanding for a period exceeding six months 173,665,156 56,957,200ii) Debts outstanding for a period less than six months 58,778,062 163,509,101

From Associatesi) Debts outstanding for a period exceeding six months 3,766,996 7,544,396ii) Debts outstanding for a period less than six months – 134,750

From Othersi) Debts outstanding for a period exceeding six months 900,531,332 689,406,568ii) Debts outstanding for a period less than six months 181,677,793 426,812,673

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 1,318,419,339 1,344,364,688

======================================= ==============================================================NOTE-15: CASH & BANK BALANCECash & Cash EquivalentsCash in Hand 13,997,422 8,023,486Balances with Scheduled bank in Current Account

Earmarked for Unpaid Dividend 447,529 447,529Others 26,259,802 28,735,231

Others Bank BalancesBalance with Banks in FDR Accounts 71,459,513 90,950,136(including Interest Accrued thereon)(Pledge with Banks as Security against BGs and LCs)(Including Rs.1,70,45,254/- having maturity after one Year(Previous Year Rs.1,00,66,898/-))

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 112,164,266 128,156,382

======================================= ==============================================================





31-03-2014 31-03-2013

NOTE-16: SHORT-TERM LOANS & ADVANCES(UNSECURED,CONSIDERED GOOD)Advance For Land (Kolkata) 4,561,924 4,597,369Prepaid Exp. 25,433,654 30,283,065Insurance Claim Receivable 1,905,906 705,906Indirect Tax Balances / Recoverable / Credits 104,987,672 80,072,298Advance Income Tax & TDS (Net of Provision of Income Tax) 183,009,568 130,697,396Other Receivable

- From Related Parties (Associate Company) – 3,725,000- From Others 100,965,293 43,978,733

(including FDR of Rs. 50,00,000/-)------------------------------------------------------------------ ---------------------------------------------------------------

TOTAL 420,864,017 294,059,767======================================= ==============================================================

NOTE-17: REVENUE FROM OPERATIONSCivil Contracts / Projects 2,372,271,837 2,747,188,594Real Estate 148,017,827 219,633,002Prior Period Income 12,267,078 4,797,350Bill Raised But Unsettled – 185,376,259Claims on excalations & others 62,953,423 31,560,708

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 2,595,510,165 3,188,555,913

======================================= ==============================================================

NOTE-18: OTHER INCOMEDividend Received 12,840 9,600Profit from Joint Venture 4,679,811 5,260,289Misc Income 529,263 118,100Interest Received on FDR 8,006,595 11,267,610Interest Received on Arbitational Claim – 19,215,981Interest Received on Income Tax Refund – 30,491Insurance Claim received – 1,228,278Rent Received 240,000 –Liabilities no longer payable 512,315 –Discount Received 4,694 22,377Machine Hiring Receipts – 137,500

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 13,985,518 37,290,227

======================================= ==============================================================

NOTE-19: COST OF MATERIAL CONSUMEDRaw Material Consumed 774,285,900 738,133,758

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 774,285,900 738,133,758

======================================= ==============================================================

NOTE-20: CHANGES IN INVENTORIES OF WORK IN PROGRESSWIP at close 1,926,534,171 1,790,891,128Less: WIP at Commencement 1,790,990,454 1,553,686,390Less: Trading WIP Converted into Fixed Asset during the year – 44,522,124

------------------------------------------------------------------ ---------------------------------------------------------------(B-A) (135,543,717) (281,726,862)

======================================= ==============================================================





31-03-2014 31-03-2013

NOTE-21: STAFF COSTStaff Salary 155,414,899 190,928,557Directors' Remuneration Including Perks 9,367,769 11,775,353Bonus, Gratuity & Leave Encashment 2,313,658 3,870,216Recruitment Expenses 40,000 5,264Medical Reimbursement 572,864 1,094,718Contribution to Provident Fund etc. 629,543 763,751Employee's welfare 2,488,372 5,516,810

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 170,827,105 213,954,670

======================================= ==============================================================NOTE-22: FINANCE COSTSA) Interest Expenses

(i) On Borrowings/Advances 393,662,276 354,593,672(ii) On TDS late deduction/deposit 2,770,337 6,117,000(iii) Others 6,604,628 4,346,197

B) Other Borrowing Cost 44,781,951 47,234,847------------------------------------------------------------------ ---------------------------------------------------------------

TOTAL 447,819,191 412,291,716======================================= ==============================================================

NOTE-23: OTHER EXPENSESDirect Expenses

Diesel & Lubricants consumed 105,537,094 176,472,217Stores & Spares Consumed 48,561,204 168,020,995Machinery Rental Charges (Net) 45,817,461 32,675,075Entry Tax Paid 173,901 912,602Freight & Cartage 13,601,571 15,927,039Labour Charges 443,595 18,867,184Road Tax & Permit expenses 1,088,932 1,449,984Survey/Lab Testing/ Exp 3,227,195 9,188,069Security Exp at site 7,358,510 9,671,776Site Operation Expenses 791,996,581 1,083,784,019Taxi Hire Charges 5,852,236 6,726,555Insurance expenses 24,217,399 14,931,344Repairs & Maint. Machinery Exp 4,990,394 6,054,972Works Contract Tax 79,737,668 61,642,391Prior Period Work Contract Tax – (7,441,234)Service tax paid 23,287,421 41,924,428Real Estate - Cost of sale 98,286,727 127,026,866Prior Period Expenses 22,859,775 1,487,928Labour Cess 18,945,754 26,412,819

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL : A 1,295,983,416 1,795,735,028

======================================= ==============================================================

Admistrative ExpensesAdvertisement & Publicity 3,618,228 1,040,019Business promotion Exp 670,788 923,353Director sitting fee 540,000 1,115,000Wealth Tax 125,200 111,095





31-03-2014 31-03-2013Property Tax 550,232 379,756Professional Tax 67,330 –Books & Periodicals 173,645 170,474Filing Fees 124,064 106,279(Profit)/Loss on Sale/ Transfer of Fixed Assets 712,527 (290,923)Office Expenses 4,391,893 6,132,246Postage & Courier 536,160 1,014,009Telephone Expenses 5,354,120 7,032,456Printing & Stationery 1,870,718 2,783,843Legal & Professional 9,054,012 9,710,483Rent 10,007,194 9,386,273Repair & Maintenance (Building) 194,243 723,422Repair & Maintenance (Others) 554,931 1,287,131Miscellaneous Expenses Written off 756,873 630,830Tender Fee 2,023,423 2,620,651Travelling & Conveyance (Others) 9,636,530 13,122,167Travelling Expenses (Directors) 1,279,059 1,340,235Vehicle Running Expenses 1,942,634 3,076,411Festival Expenses 363,324 576,203Donation 955,653 823,387Other Administrative Expenses 2,537,051 (313,218)Penalties 2,106,025 276,533Sundry Balances written off 4,180,559 (3,725,725)Bad Debts 13,731,464 –Provision for Doubtfull debts 10,632,254 –

AUDITORS REMUNERATIONSAudit Fees 630,839 653,238Tax Audit Fees 194,055 194,055Other Matters 183,588 307,445

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL : B 89,698,614 61,207,127

======================================= ==============================================================------------------------------------------------------------------ ---------------------------------------------------------------

TOTAL : A+B 1,385,682,030 1,856,942,155======================================= ==============================================================

NOTE-24: EXTRA ORDINARY ITEMLoss on sale of Investment – 5,036,825(Profit) on Sale of investment – (7,025,200)

------------------------------------------------------------------ ---------------------------------------------------------------– (1,988,375)

======================================= ==============================================================NOTE-25: EARNING PER SHARE (EPS)Net profit after tax as per Statement of Profit & Loss attributable to- (209,201,973) 9,848,659- Equity Share Holder

Weighted Average number of equity shares used asdenominator for calculation of Basic EPS 29,018,400 29,018,400Basic Earnings Per Share (7.21) 0.34Weighted Average number of equity shares used asdenominator for calculation of Diluted EPS 29,018,400 29,018,400Diluted Earnings Per Share (7.21) 0.34Face value per Equity share ( In Rs.) 10 10



NOTE – 26SIGNIFICANT ACCOUNTING POLICIES AND OTHER DISCLOSURES FORMING PART OF CONSOLIDATED BALANCE SHEETAS ON 31ST MARCH, 2014 AND CONSOLIDATED STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ON THAT DATE

A. SIGNIFICANT ACCOUNTING POLICIES

1. Basis of accounting

The financial statements have been prepared to comply with the requirements of the Companies Act, 1956, under thehistorical cost convention on the accrual basis of accounting except interest on Mobilization/Equipment Advances isbeing accounted for on actual recovery basis and Interest on Late / Non Payment of Term Loan Instalments of Financersaccounted for as and when settled.

In case of DRA - BLA - BCL JV, liability towards Provident Fund, ESI, Royalty and VAT on Sale of Crusher Dust areaccounted for on actual payment basis.

Also the financial statements have been prepared in accordance with the standards on accounting prescribed inCompanies (Accounting Standard) Rule, 2006 referred to in section 211(3C) of the Companies Act, 1956.

2. Use of estimates

The preparation of financial statements in conformity with generally accepted accounting policies requires managementto make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingentassets and liabilities at the date of the financial statement and the reported accounts of revenues and expenses for theyears presented.

3. Revenue recognition

a. Income from construction contracts is recognized by reference to the stage of completion of the contract activityas 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 tosale, in relation to sold areas only.

d. "Bill raised but unsettled" have been accounted for in the books at the value reasonably ascertained by themanagement on the date of raising the bill.

e. Claims in respect of civil contracts lodged/awarded with/by the respective Department which may pertains toearlier years have been accounted for in the books in the year of its certainty and at value/enhanced valuereasonably ascertained by the management.

4. Joint Ventures

Revenues / Expenses from contracts executed by the Company in joint ventures on back-to-back arrangement basisare recognized on the same basis as similar contracts independently executed by the Company. Company's share inthe Profit / Loss from joint ventures is accounted as and when the same is determined by the joint venture.

5. Employee benefit

During the year under review the company has provided Bonus on accrual basis, Provident Fund and ESI contributionfor eligible employees has been provided on actual liability basis and Gratuity and Leave Encashment has beenprovided based on actuarial valuation.

Gratuity in case of one Subsidiary namely Brahamputra Concrete (Bengal) Private Limited is being accounted onpayment basis.

Also Provident Fund and ESI is being accounted for on actual payment basis in case of DRA-BLA-BCL JV.

6. Investment

Long term and short term investments both are stated at cost. No provision for diminution in quoted investment ismade because of its Long Term Nature.

7. Inventory

All inventories consisting of Work in Progress (Contract), Materials & Stores in hand and Real-estate division has beenvalued at cost as determined by the Management. No Provision is being made for slow moving Work in Progress as themanagement is hopeful to recover at stated value.



8. 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 two Subsidiary Companiesnamely Brahmaputra Industrial Park P Ltd and Brahmaputra Warehousing P Ltd., these expenses shall be writtenoff 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.

d) All expenditure exceeding Rs 5000/- incurred on any kind of software upto 31.03.2007, and its developmenttermed as "Software Expenses" are amortized over a period of 5 years. However, w.e.f. 01.04.2007 expenditureon software were capitalized Computer and accessories and was amortised through depreciation as per theS.L.M. method rates prescribed under Schedule XIV of the Companies Act 1956.

10. Fixed assetsFixed Assets mainly comprised of Earthmoving Machinery and Motor Lorries has been stated at cost less accumulateddepreciation. Cost includes purchase price and all other attributable cost of bringing the assets to working conditionfor intended use.

11. DepreciationDepreciation is provided on straight line method as per rates specified in Schedule XIV to the Companies Act, 1956subject to maximum of 95% of cost value.However, in case of one Subsidiary Company (Brahmaputra Concrete Private Limited) Depreciation is Charged onWritten Down Value Method.Also in Case of GPL - BCL (JV) Depreciation has not been charged due to no business activity during the year.Also no Depreciation Provided for the year in case of one Subsidiary Company namely Brahamputra Concrete Bengal Pvt. Ltd.

12. Contingent liabilities

Contingent Liabilities not admitted by the company are not provided for in the accounts but are disclosed by way ofother disclosures.

13. TaxationIncome Tax comprises current tax and deferred tax. Deferred tax assets and liabilities are recognized for the future taxconsequences of timing differences subject to consideration of prudence. Deferred tax assets and liabilities aremeasured using the tax rates enacted or substantively enacted by the balance sheet date.

14. Earning per share

The earnings considered in ascertaining company's EPS comprises the net profit after tax. The number of shares usedin computing basic EPS is the weighted average number of shares outstanding during the year.

15. Borrowing cost

Borrowing costs that are directly attributable to the acquisition or construction of a qualifying asset are considered aspart 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 headand 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 ofIndia, the company assessed its fixed assets for impairment as at the year end and concluded that there has been nosignificant 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 thevalue either mutually settled or reasonably ascertained by the management.

20. Provision for Doubtful Debts is made at value estimated by the management.



B. CONSOLIDATION DISCLOSURES1. Principles of Consolidation

(a) The consolidated financial statement pertain to Brahmaputra Infrastructure Limited, its subsidiaries and JointVenture as details below.

Name of the Company / JV Country of % of Voting power % of VotingIncorporation / Share in JV held as power / Share in JV

on 31/03/2014 held as on 31/03/2013

Brahmaputra Concrete Pvt. Ltd. India 100 100Subsidiary Company

Brahamputra Concrete (Bengal) (P) Ltd. India 52.38 52.38Subsidiary Company

Brahmaputra Property India 100 100Management & Services Pvt. Ltd.Subsidiary CompanyBrahmaputra Real Estate Pvt. Ltd. India 100 100Subsidiary CompanyBrahmaputra Industrial Park Pvt. Ltd. India 80 80Subsidiary CompanyBrahmaputra Warehousing Pvt. Ltd. India 100 100Subsidiary CompanyDRA-BLA-BCL (JV) India 25 25Joint VentureGPL- Brahmaputra Consortium Limited (JV) India 49 49Joint VentureBIL- BLA-GSCO (JV) India 60 60Joint Venture

(b) I) The financial statements of Brahmaputra Infrastructure Limited and its subsidiaries have been compiled byadding together on a line by line basis the book value of like items of assets, liabilities, income and expenses,after eliminating intra group balances and intragroup transactions.

II) Like earlier years the financial statements of Brahmaputra Infrastructure Limited and its Joint Ventures havebeen 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 thesubsidiaries company as on the date (or as near to the date as practicable) of takeover is recognized in theconsolidated 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 ofsubsidiaries company as on the date (or as near to the date as practicable) of takeover is recognized in theconsolidated financial statements as Capital Reserve on Consolidation.

(c) The consolidated financial statements have been prepared using the accounting policies followed by the respectivesubsidiaries companies and joint ventures. No effect has been given for difference in the accounting policies ofsubsidiaries and joint venture, however where different accounting policy followed by the subsidiary and Jointventures 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 Joint Venture are set out intheir respective financial statements and should be read on consonance with them.

2. Investment in Associates has been accounted for as per Equity Method as prescribed under Accounting Standard -23, Accounting For Investment in Associates in Consolidated Financial Statements, For the Following Associate Companies;

Name of the Company Country of Incorporation % of Voting power / Sharein JV held as on 31/03/2014

Meghalaya Infratech Ltd. India 12.21%

Brahmaputra Holdings Pvt. Ltd. India 7.61%

M.L. Singhi & Associates Pvt. Ltd. India 14.87%



C. OTHER DISCLOUSERS

1. Contingent Liabilities(a) Guarantees given by banks towards performance, financial and contractual commitments (Net of FDR) on behalf

of the Company Rs. 39940.70 Lacs (previous year Rs 43349.13 Lacs).(b) Letter of Credit o/s as on 31-03-14 Rs. 580.68 Lacs (Net of Margin) (Previous Year Rs.178.45 Lacs )(c) Vat Liability against housing project at Guwahati is estimated to be approx. Rs. 47.87 Lakhs.(d) Income Tax Demand (including interest) of Rs. 515.83 Lacs (Previous Year Rs. 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. hasrecovered Rs 513.62 Lacs against outstanding refunds shown under " Advance Income tax & TDS ( Net of Provisionfor Income tax)" under Note No. 16.

(e) Service Tax demand of Rs. 1488.42 Lacs (Previous Year Rs. 1753.90 Lacs) for F.Y.2005-06 to F.Y. 2010-11 andpenalty of Rs.173.24 Lacs (Previous Year-NIL)

(f) VAT liability against Lucknow Airport Project is estimated to be Approx Rs.54.25 Lacs (Previous Year - NIL)(g) Income Tax demand of Rs.0.70 Lacs (Previos Year - NIL) 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 - NIL)

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. 6,71,59,938/- (Previous Year - Rs. 6,32,31,002/-) recoverable from DDA against Service tax against which Petitionhave been filed in High Court of Delhi and the same is pending. In the opinion of the Management, the same isconsidered good and will be recovered in due course therefore no provision has been made in the books of accounts.

4. Trade payable 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.6. Previous year figures having been re-worked, regrouped, rearranged and reclassified wherever necessary to make

them comparable with current year figures7. 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. Deferredtax has been provided for all timing difference as required under the provisions of the Accounting Standard -22 issuedby the Institute of Chartered Accountants of India.

8. In the opinion of the Directors, the Current Assets, Non Current Assets, Claim Receivables, Outstanding ArbitrationalClaim, Loan & Advances (excluding retention money) have a value on realization in ordinary course of business atleast equal to the amount at which they are stated in the Balance Sheet.

9. The company has not received information from vendors regarding their status under the Micro, Small and mediumEnterprise Development Act, 2006 and hence disclosure relating to amounts unpaid as at the year end together withinterest 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 2013-2014 2012-13

A. Income 122.67 47.97

B. Expenses 228.60 59.53

C. Taxes (Net of MAT credit & 2.89 16.64earlier year provisions/shortfall)

11 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)

Particulars Heavy Civil Real TotalConstruction Estate

Division Division

A. Revenue

External 24,474.92 1,480.18 29,555.10(29,325.65) (2,244.30) (31,569.95)



B. Results

Profit / (Loss) Before Tax -3,331.81 497.31 -2834.50(-849.47) (968.42) (118.95)

Provision for Income Tax -160.97 161.35 0.38(-153.56) (314.97) (161.41)

Provision for Deferred Tax -745.76 – -745.76(-137.71) (NIL) (-137.71)

Prior Period Income Tax 2.89 – 2.89(16.65) (NIL) (16.65)

Profit after Tax -2,477.98 335.96 -2,092.01(-557.33) (655.81) (98.48)

C. Other Information

Segment Assets 64,299.02 12,822.47 77,121.49(62,297.94) (10,008.41) (72,306.35)

Segment Liability 57,643.18 4,548.45 62,191.63(53,777.02) (1,507.45) (55,284.47)

Capital Expenditure 512.57 76.10 588.68(1,468.60) (835.15) (2,303.75)

Depreciation 2,498.75 – 2,498.75(2,743.54) (NIL) (2,743.54)

Non cash expenditure other than depreciation 7.57 – 7.57(3.05) (3.25) (6.30)

12 Deferred Tax LiabilityThe break up of tax effect of timing differences is given as under:

S. Item of timing Difference Opening as at Charge/ Closing as atNo. 01.04.2013 (Release) 31.03.2014

duringthe period

1 Depreciation 28,828,519 (26,777,809) 2,050,710

2 Retention Money Adjustment 197,843,058 (9,922,383) 187,920,675

3 Disallowance under Income Tax Act (8,165,708) (839,123) (9,004,831)

4 Business Loss to be c/f – (37,036,685) (37,036,685)

Total 218,505,869 (74,576,000) 143,929,869







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Download - Brahmaputra Infrastructure Limited...2 ANNUAL REPORT 2013 - 2014 Brahmaputra Infrastructure Limited these conditions, the company initiated discussions with its lenders to restructure

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