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BRIGADE TETRARCH PRIVATE LIMITED ANNUAL REPORT 20182019

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Page 1: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have

BRIGADE TETRARCH PRIVATE LIMITED  

    

ANNUAL REPORT 2018‐2019 

Page 2: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have

Brigade Tetrarch Pvt. Ltd. CIN: U92412KA1995PTC018247

Regd. Office: 29th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr. Rajkumar Road Malleswaram-Rajajinagar, Bangalore-560055

NOTICE

Notice is hereby given that the Twenty Fourth Annual General Meeting of Brigade Tetrarch Private Limited is scheduled on Wednesday, 24th July, 2019 at 12.00 p.m. at the Board Room, 30th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr. Rajkumar Road, Malleswaram - Rajajinagar, Bangalore - 560 055 to transact the following business: ORDINARY BUSINESS:

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

Account for the financial year ended 31st March, 2019 and the reports of the Board of Directors and the Auditors thereon.

SPECIAL BUSINESS: 2. To consider and if thought fit, to pass with or without modification(s) the following

resolution as an Ordinary Resolution: “RESOLVED THAT, pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Ms. Pavitra Shankar (DIN: 08133119), who was appointed as an Additional Director of the Company by the Board of Directors with effect from 26th March, 2019 and who holds office until the date of this Annual General Meeting in terms of Section 161 of the Companies Act, 2013 and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing her candidature for the office of Director, be and is hereby appointed as a Director of the Company liable to retire by rotation.”

3. To consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution: “RESOLVED THAT, pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Pradyumna Krishna Kumar (DIN: 07870840), who was appointed as an Additional Director of the Company by the Board of Directors with effect from 26th March, 2019 and who holds office until the date of this Annual General Meeting in terms of Section 161 of the Companies Act, 2013 and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company liable to retire by rotation.”

Page 3: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have

Brigade Tetrarch Pvt. Ltd. CIN: U92412KA1995PTC018247

Regd. Office: 29th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr. Rajkumar Road Malleswaram-Rajajinagar, Bangalore-560055

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

resolution as an Ordinary Resolution: “RESOLVED THAT, pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Amar Shivram Mysore (DIN: 03218587), who was appointed as an Additional Director of the Company by the Board of Directors with effect from 26th March, 2019 and who holds office until the date of this Annual General Meeting in terms of Section 161 of the Companies Act, 2013 and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company liable to retire by rotation.”

By Order of the Board For Brigade Tetrarch Private Limited

Date: 17th April, 2019 Pavitra Shankar Place: Bangalore Director DIN: 08133119 Registered Office: 29th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr. Rajkumar Road, Malleswaram-Rajajinagar,

Bangalore – 560 055 NOTES: a) A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A

PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND THE PROXY NEED NOT BE A MEMBER.

b) Proxies in order to be effective must be received at the Registered Office of the Company not less than forty eight hours before this General Meeting.

Page 4: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have

Brigade Tetrarch Pvt. Ltd. CIN: U92412KA1995PTC018247

Regd. Office: 29th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr. Rajkumar Road Malleswaram-Rajajinagar, Bangalore-560055

Brigade Tetrarch Pvt. Ltd.

CIN: U92412KA1995PTC018247 Regd. Office: 29th Floor, World Trade Center, Brigade Gateway Campus,

26/1, Dr.Rajkumar Road Malleswaram-Rajajinagar, Bangalore-560055

Twenty Fourth Annual General Meeting on Wednesday, 24th July, 2019 at 12.00 p.m.

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

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

I certify that I am a Registered Shareholder/Proxy for the Registered Shareholder of the Company. I hereby record my presence at the Twenty Fourth Annual General Meeting of the Company being held on Wednesday, 24th July, 2019 at 12.00. p.m. at the Board Room, 30th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, Malleswaram-Rajajinagar, Bangalore - 560 055

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

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

------------------------------------------------------------------------------------------------------------------- Brigade Tetrarch Pvt. Ltd.

CIN: U92412KA1995PTC018247 Regd. Office: 29th Floor, World Trade Center, Brigade Gateway Campus,

26/1, Dr.Rajkumar Road Malleswaram-Rajajinagar, Bangalore-560055

Twenty Fourth Annual General Meeting on Wednesday, 24th July, 2019 at 12.00 p.m.

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

I/ We _______________of ______________ in the district of ___________ being Member(s) of Brigade Tetrarch Pvt. Ltd hereby appoint ___________ of __________ in the district of ____________ or failing him/her appoint ____________ of _______________ in the district of _________________as my/our proxy to attend and vote for me/us on my/our behalf at the Twenty Fourth Annual General Meeting of the Company to be held on Wednesday, 24th July, 2019 at 12.00 p.m. at the Board Room, 30th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, Malleswaram-Rajajinagar, Bangalore- 560 055 and at any adjournment thereof.

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

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

Page 5: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have

Brigade Tetrarch Pvt. Ltd. CIN: U92412KA1995PTC018247

Regd. Office: 29th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr. Rajkumar Road Malleswaram-Rajajinagar, Bangalore-560055

Route Map to the Twenty Fourth Annual General Meeting

Page 6: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have

Brigade Tetrarch Pvt. Ltd. CIN: U70100KA1995PTC018247

Regd. Office: 29th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr. Rajkumar Road, Malleswaram - Rajajinagar, Bangalore - 560055

1

BOARD’S REPORT Dear Members We have pleasure in presenting the Twenty Fourth Annual Report on business and operations of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2019. FINANCIAL HIGHLIGHTS:

(Rs.in Lakhs) Particulars 2018-19 2017-18

Total Income 19.60 7.82 Total Expenses 172.51 229.06 Profit/Loss before tax (152.91) (221.24)Income Tax - - Profit/Loss after tax (152.91) (221.24)Other Comprehensive Income - - Total Comprehensive Income (152.91) (221.24)Balance in Profit & Loss Account brought forward from previous year

(848.20) (626.96)

Balance Carried to Balance Sheet (1001.11) (848.20) FINANCIAL OVERVIEW:

Your Company has earned total income of Rs. 19.60 Lakhs for the financial year ended 31st March, 2019 which are primarily other income, compared to Rs. 7.82 Lakhs during the previous year ended 31st March, 2018, an increase by 150.64%. Your Company incurred a loss of Rs. 152.91 Lakhs for the financial year ended 31st March, 2019 as compared to Loss of Rs. 221.24 Lakhs during the previous year ended 31st March, 2018. FUTURE OUTLOOK:

Your Company has its main objects in field of sports related activities and same is not viable to sustain and grow. Taking in to consideration the expertise of Brigade Enterprises Limited, Holding Company in the field of real estate development it is proposed to explore the business opportunities in real estate development viz. residential, commercial, etc. The amendment in the main objects of the Company was approved in the previous Annual General Meeting of the Company. The requisite filings were made with the Ministry of Corporate Affairs and the certificate for registration of the special resolution for alteration in the objects clause was issued by the Ministry of Corporate Affairs on 31st August, 2018. HOLDING/ SUBSIDIARIES AND ASSOCIATES: The Company is a subsidiary of Brigade Enterprises Limited and there are no Subsidiaries/Associate Companies.

Page 7: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have

Brigade Tetrarch Pvt. Ltd. CIN: U70100KA1995PTC018247

Regd. Office: 29th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr. Rajkumar Road, Malleswaram - Rajajinagar, Bangalore - 560055

2

TRANSFER TO RESERVES & DIVIDEND: The Company is in the process of being operational due to which there are no profits to either recommend dividend or transfer to reserves. FIXED DEPOSITS:

The Company has not accepted any deposits in terms of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review. Accordingly, no amount is outstanding as on the balance sheet date. SHARE CAPITAL & ISSUE OF SECURITIES: There has been no change in the Share Capital of the Company during the year. DEBENTURES: During the year under review, the Company has not issued any Debentures. As on date, the Company does not have any outstanding Debentures. BOARD OF DIRECTORS: The Board of Directors of the Company comprises of 3 Directors of which all are Non-Executive Directors. During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119��have been inducted as Additional Directors of the Company with effect from 26th March, 2019. The Notice convening the Annual General Meeting includes the proposals for their appointment as Directors to be approved by the Shareholders. Mr. M.R. Jaishankar (DIN: 00191267), Ms. Nirupa Shankar (DIN: 02750342) and Ms. Githa Shankar (DIN: 01612882), Directors of the Company have resigned from the Board with effect from 27th March, 2019 due to their pre-occupations. The Board places on record its appreciation for the services rendered by Mr. M.R. Jaishankar, Ms. Nirupa Shankar and Ms. Githa Shankar during their tenure as Directors of the Company. In accordance with the Articles of Association of the Company and the provisions of Section 152(6)(e) of the Companies Act, 2013, none of the Directors of the Company will retire by rotation at the ensuing Annual General Meeting. None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013. BOARD MEETINGS: During the year under review, the Board of Directors of the Company met 6 (Six) times on the following dates:

Page 8: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have

Brigade Tetrarch Pvt. Ltd. CIN: U70100KA1995PTC018247

Regd. Office: 29th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr. Rajkumar Road, Malleswaram - Rajajinagar, Bangalore - 560055

3

Dates on which Board Meetings were Held

Total Strength of the Board No of Directors Present

3rd May, 2018 3 (Three) 3 (Three) 27th July, 2018 3 (Three) 3 (Three) 30th October, 2018 3 (Three) 3 (Three) 21st December, 2018 3 (Three) 3 (Three) 29th January, 2019 3 (Three) 3 (Three) 26th March, 2019 3 (Three) 3 (Three)

ATTENDANCE OF DIRECTORS AT BOARD MEETINGS AND ANNUAL GENERAL MEETING: The Board of Directors of the Company have attended the Board Meetings & Annual General Meeting the details of which are as follows: Name of Directors Board Meetings attended

in the financial year 2018-19

Attendance in the 23rd Annual General Meeting held on 5th July, 2018

Mr. M.R. Jaishankar 6 (Six) Yes Ms. Githa Shankar 6 (Six) yes Ms. Nirupa Shankar 6 (Six) Yes

POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION: The Directors of the Company are appointed by the members at annual general meetings in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder. There is no remuneration paid to any directors and the directors are not entitled for any sitting fees for attending the meetings of the Board. DIRECTORS’ RESPONSIBILTY STATEMENT: The Board of Directors hereby confirm that: a) in the preparation of the annual financial statements for the year ended 31st March, 2019,

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

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

Page 9: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have

Brigade Tetrarch Pvt. Ltd. CIN: U70100KA1995PTC018247

Regd. Office: 29th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr. Rajkumar Road, Malleswaram - Rajajinagar, Bangalore - 560055

4

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) there are proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

PARTICULARS OF EMPLOYEES & KEY MANAGERIAL PERSONNEL:

During the year under review, Mr. P. Om Prakash has been appointed as the Company Secretary and Chief Financial Officer of the Company with effect from 26th March, 2019 and Mr. Manjunath Prasad has been appointed as the Manager of the Company with effect from 26th March, 2019. They are the Key Managerial Personnel in accordance with the provisions of Section 203 of the Companies Act, 2013.

STATUTORY AUDITORS:

The members of the Company at the Twenty Second Annual General Meeting held on 20th September, 2017 approved the appointment of M/s B.K. Ramadhyani & Co. LLP, Chartered Accountants (Registration No. 002878S/S200021) Statutory Auditors of the Company for a period of 5 years till the conclusion of Twenty Seventh Annual General Meeting, in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. There are no qualifications or adverse remarks in the Statutory Auditors’ Report for the financial statements for the year ended 31st March, 2019 which require any explanation from the Board of Directors. SECRETARIAL AUDIT REPORT: The Board of Directors of the Company have appointed Ms. Aarthi G Krishna, Practicing Company Secretary (CP No. 5645) to conduct the Secretarial Audit for the financial year 2018-19 and her Report on Company’s Secretarial Audit is appended as Annexure-1 to this Report. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The details of the Loans, Guarantees and Investments are provided as per provisions of Section 186 of the Companies act, 2013 are given in the notes to the financial statements. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: The related party transactions undertaken during the financial year 2018-19 is as detailed in the notes to accounts of the financial Statements. The related party transactions have been carried out at arm’s length basis and in the normal course of business.

Page 10: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have

Brigade Tetrarch Pvt. Ltd. CIN: U70100KA1995PTC018247

Regd. Office: 29th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr. Rajkumar Road, Malleswaram - Rajajinagar, Bangalore - 560055

5

EXTRACT OF ANNUAL RETURN: In terms of Section 92 (3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the financial year 2018-19 in Form No. MGT-9 is appended as Annexure-2 to this Report. MATERIAL CHANGES AND COMMITMENTS: There were no material changes and commitments for the period under review, which significantly affects the financial position of the Company. SIGNIFICANT OR MATERIAL ORDER: During the financial year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in the future. INTERNAL FINANCIAL CONTROL SYSTEMS: The existing Internal Financial Control Systems implemented by the Holding Company will be adequate to take of the operations for the Group. RISK MANAGEMENT: The Board of Directors have been entrusted with the responsibility for establishing policies to monitor and evaluate risk management systems of the Company. CORPORATE SOCIAL RESPONSIBILITY: The provisions relating to Corporate Social Responsibility are not applicable to the Company as on 31st March, 2019. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: A. CONSERVATION OF ENERGY: The company has not commenced the operations and therefore there is no consumption of energy. B. TECHNOLOGY ABSORPTION: NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO: During the year under review, the Company has neither earned nor used any foreign exchange.

Page 11: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have

Brigade Tetrarch Pvt. Ltd. CIN: U70100KA1995PTC018247

Regd. Office: 29th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr. Rajkumar Road, Malleswaram - Rajajinagar, Bangalore - 560055

6

HUMAN RESOURCES: There are no employees on the rolls of the Company at present. ACKNOWLEDGEMENTS: The Directors wish to place on record their appreciation and sincere thanks to all the stakeholders for the continued support and patronage. We look forward to your support and co-operation as the Company is entering the next league of growth. By order of the Board For Brigade Tetrarch Private Limited

Place: Bangalore Pavitra Shankar Amar Shivram Mysore Date: 17th April, 2019 Director Director DIN: 08133119 DIN: 03218587

Page 12: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have

 

 

BTPL/2018-19 1 

 

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2019

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the

Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

Brigade Tetrarch Private Limited

Bengaluru

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the

adherence to good corporate practices by Brigade Tetrarch Private Limited (hereinafter called the

company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for

evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Brigade Tetrarch Private Limited books, papers, minute books,

forms and returns filed and other records maintained by the company and also the information

provided by the Company, its officers, agents and authorized representatives during the conduct of

secretarial audit, I hereby report that in my opinion, the company has, during the audit period

covering the financial year ended on 31st March, 2019 complied with the statutory provisions listed

hereunder and also that the Company has proper Board-processes and compliance-mechanism in

place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records

maintained by Brigade Tetrarch Private Limited (“the Company”) for the financial year ended on

31st March, 2019 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

Page 13: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have

 

 

BTPL/2018-19 2 

 

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; i#

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to

the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial

Borrowings;*

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board

of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and

Employee Stock Purchase Scheme) Guidelines, 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer

Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998

(vi) Other Laws as are applicable to Real Estate Development Company:-

1. Indian Contracts Act, 1872, Transfer of Property Act, 1882, Registration Act, 1908, Specific

Relief Act, 1963

2. State Laws such as Stamp Act, Rent Control Act, Municipal Laws, Rules and Procedures

3. Environment (Protection) Act, 1986, Water (Prevention and Control of Pollution) Act,1974

4. Energy Conservation Act, 2001 and other related State laws such as The Karnataka Lifts,

Escalators and Passenger Conveyors Act, 2012

Page 14: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have

 

 

BTPL/2018-19 3 

 

I have also examined compliance with applicable clauses of the following:

(i) Secretarial Standards issued by the Institute of Company Secretaries of India;

(ii) The listing Agreement entered into by the Company with the Stock Exchange(s), if applicable;

During the period under review the Company has complied with the provisions of the Act, Rules,

Regulations, Guidelines, Standards, etc, mentioned above subject to the following observations:

My opinion is based on audit evidence, explanations and information given to me during the audit

and the Management Representation Letter is support that there were no specific non-compliances

in respect of the Act, Rules, Regulations, Guidelines, Standards, etc., mentioned above.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive

Directors, Non-Executive Directors and Independent Directors. The changes in the composition of

the Board of Directors that took place during the period under review were carried out in

compliance with the provisions of the Act.^

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes

on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining

further information and clarifications on the agenda items before the meeting and for meaningful

participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded

as part of the minutes.

I further report that there are adequate systems and processes in the company commensurate with

the size and operations of the company to monitor and ensure compliance with applicable laws,

rules, regulations and guidelines.

Page 15: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have

 

 

BTPL/2018-19 4 

 

I further report that during the audit period the company has:

- Appointed Key Managerial Personnel.

Place : Bengaluru Signature:

Date : 23rd April, 2019 Name of Company Secretary in practice: K Rajshekar

FCS No.: 4078

C P No.: 2468

                                                             These Laws/Rules/Regulations/Guidelines/Standards are not applicable as the Company is an Unlisted Private Limited Company. * Note Applicable as there were no instances referred to in this point, during the financial year.  i The Company has obtained ISIN ^ The Company does not have any executive directors. There are no independent directors on the Board as there is no mandatory requirement to appoint them. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page 16: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have

 

 

BTPL/2018-19 5 

 

                                                                                                                                                                                          

ANNEXURE To The Members Brigade Tetrarch Private Limited Bengaluru My report of even date is to be read along with this letter. 1. Maintenance of secretarial record is the responsibility of the management of the company. My

responsibility is to express an opinion on these secretarial records based on our audit.

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

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

4. Whereever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

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

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

Place : Bengaluru Signature: Date : 23rd April, 2019 Name of Company Secretary in practice: K Rajshekar

FCS No.: 4078 C P No.: 2468 

 

 

Page 17: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have

1

2

3

4

5

6

7

1

Name and Address of the company Applicable Section

2(46)

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

100 100 0.10% 100 100 0.10% 0.00%

- - 0.00% - - 0.00% 0.00%

- - 0.00% - - 0.00% 0.00%

1,00,100 1,00,100 99.90% 1,00,100 1,00,100 99.99% 0.00%

- - 0.00% - - 0.00% 0.00%

- - 0.00% - - 0.00% 0.00%

1,00,200 1,00,200 100.00% 1,00,200 1,00,200 100.00% 0.00%

- - 0.00% - - 0.00% 0.00%

- - 0.00% - - 0.00% 0.00%

- - 0.00% - - 0.00% 0.00%

- - 0.00% - - 0.00% 0.00%

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

- 1,00,200 1,00,200 100.00% - 1,00,200 1,00,200 100.00% 0.00%

- - 0.00% - - 0.00% 0.00%

- 0.00% - 0.00% 0.00%

- - 0.00% - - 0.00% 0.00%

- - 0.00% - - 0.00% 0.00%

- - 0.00% - - 0.00% 0.00%

- 0.00% - 0.00% 0.00%

-

-

- - 0.00% - - 0.00% 0.00%

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

ANNEXURE-2

III.     PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Registration Date

Name of the Company

- 0.00% - - 0.00%

0.00%0.00% - 0.00%

0.00%

-

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

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

Whether listed company

Category/Sub-category of the Company

Address of the Registered office & contact details

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

Indian Non Government Company

II.  PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

I.  REGISTRATION & OTHER DETAILS:

Company Limited by Shares

CIN

29th Flr, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, Malleswaram-Rajajinagar, Bangalore-560 055Tel: 080 4137 9200Email: [email protected]

No

NA

U92412KA1995PTC018247

7th July, 1995

Brigade Tetrarch Private Limited

NIC Code of the Product/service % to total turnover of the company

NA - -

% of Shares held

99.99%

CIN/GLNBrigade Enterprises Limited

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

560 055

Holding /Subsidiary/Associate

L85110KA1995PLC019126 Holding Company

As on financial year ended on 31.03.2019

EXTRACT OF ANNUAL RETURN

FORM NO. MGT 9

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

g) FIIs

i) Others (specify)

Sub-total (B)(1):-

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

Category of Shareholders

No. of Shares held at the beginning of the year

S. No. Name and Description of main products / services

IV. SHAREHOLDING PATTERN

e) Banks / FI

d) Bodies Corp.

c) State Govt(s)

b) Central Govt

a) Individual/ HUF

(1) Indian

A. Promoters

d) State Govt(s)

e) Venture Capital Funds

h) Foreign Venture Capital Funds

f) Insurance Companies

c) Central Govt

b) Banks / FI

a) Mutual Funds

1. Institutions

B. Public Shareholding

a) NRI Individuals

(2) Foreign

Sub Total (A) (1)

f) Any other

TOTAL (A)

Sub Total (A) (2)

d) Any other

c) Bodies Corp.

b) Other Individuals

-

-

Page 18: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have

- - 0.00% - - 0.00%

0.00% - - 0.00% 0.00%

- 0.00% - - 0.00% 0.00%

0.00%

0.00% - 0.00% 0.00%

- 0.00% - - 0.00% 0.00%

0.00% - - 0.00% 0.00%

0.00% - - - - -

0.00% - - - - -

0.00% - - 0.00% 0.00%

- 0.00% - - 0.00% 0.00%

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

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

- 1,00,200 1,00,200 100.00% - 1,00,200 1,00,200 100.00% 0.00%

(ii) Shareholding of Promoter:

No. of Shares % of total Shares of the

company

% of Shares Pledged/

encumbered to total shares

No. of Shares % of total Shares of the company

% of Shares Pledged /

encumbered to total shares

1 99600 99.40% - 99600 99.40% - 0.00%

2 100 0.10% - 100 0.10% - 0.00%

3 100 0.10% - 100 0.10% - 0.00%

4100 0.10% - 100 0.10% -

0.00%

5 100 0.10% - 100 0.10% - 0.00%

6 100 0.10% - 100 0.10% - 0.00%

7100 0.10% - 100 0.10% - 0.00%

* Benefical interest with Brigade Enterprises Limited

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

01.04.2018 100.00% 0.00%

No Change 0.00% 0.00%

31.03.2019 100.00% 100.00%

(iv) Shareholding Pattern of top ten Shareholders : NIL

(v) Shareholding of Directors and Key Managerial Personnel: NIL

At the end of the year 1,00,200 1,00,200

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

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

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

Changes during the year

- 0.00% -

SN Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in shareholding during the

year

Brigade Enterprises Ltd.

- 0.00% 0.00%

SN Particulars

- 0.00%

Brigade Enterprises Ltd with Ms. Githa Shankar

Brigade Enterprises Ltd with Ms. Nirupa shankar

Brigade Enterprises Ltd with Mr. M.R. Jaishankar & Ms. Nirupa shankar

At the beginning of the year

Ms. Githa Shankar 8

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

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

0.00%

0.00%

0.00% 0.00%

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

0.00% 0.00% 0.00%

b) Individuals

2. Non-Institutions

i) Indian

ii) Overseas

1,00,200

Directors

Employees

HUF

Non Resident Indians

c) Others (specify)

a) Bodies Corp.

Brigade Enterprises Ltd with Mr. Amar Mysore

Overseas CorporateBodies

Foreign Nationals

Clearing Members

Trusts

Foreign Bodies - D R

Sub-total (B)(2):-

Total Public (B)

Grand Total (A+B+C)

Brigade Enterprises Ltd with Mr. M.R. Jaishankar

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VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: NIL

B. Remuneration to other Directors: NIL

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

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL

Penalty

Punishment

Compounding

Penalty

Punishment

Compounding

Penalty

Punishment

Compounding

* Addition

* Reduction

Net Change

i) Principal Amount

3,202.45

iii) Interest accrued but not due

- - - -

Type Section of the Companies Act

Brief Description Details of Penalty / Punishment/ Compounding

fees imposed

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

ii) Interest due but not paid

Total (i+ii+iii)

Indebtedness at the end of the financial year

- - - -

1,665.35 - 1,665.35

3,202.45

- -

-

1,665.35

- -

Particulars

1,537.10

-

-

1,537.10

ii) Interest due but not paid

iii) Interest accrued but not due

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness

A. COMPANY

B. DIRECTORS

C. OTHER OFFICERS IN DEFAULT

1,537.10

- 3,202.45 -

3,202.45

-

V. INDEBTEDNESS

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

Total (i+ii+iii)

Change in Indebtedness during the financial year

- 1,537.10

(Amt. Rs./Lacs)

- -

Indebtedness at the beginning of the financial year

i) Principal Amount

1,665.35

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Page 30: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have
Page 31: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have
Page 32: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have
Page 33: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have
Page 34: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have
Page 35: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have
Page 36: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have
Page 37: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have
Page 38: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have
Page 39: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have
Page 40: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have
Page 41: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have
Page 42: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have
Page 43: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have
Page 44: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have
Page 45: BRIGADE TETRARCH PRIVATE LIMITED · During the year, Mr. Amar Shivram Mysore (DIN: 03218587), Mr. Pradyumna Krishna Kumar (DIN: 07870840) and Ms. Pavitra Shankar (DIN: 08133119 have
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