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20th Annual Report 2011-2012

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Corporate & Registered OfficeBrahmaputra House, A-7 Mahipalpur

(NH 8 - Mahipalpur Crossing), New Delhi - 110 037Phone : +91-11-42290200 (50 Lines), Fax : +91-11-46168880, 26787068

E-mail : [email protected]

Brahmaputra Infraproject LimitedIf undelivered, please return to:

Brahmaputra Infraproject LimitedContributing towards nation building

BOARD OF DIRECTORS

Sanjeev Kumar Prithani - Managing Director

Suneet Kumar Todi - Whole Time Director

Satish Chandra Gupta - Independent Director

Om Kumar - Independent Director

Rajesh Sharma - Independent Director

COMPANY SECRETARYParimesh Manocha

CONTENTS .......................................................... PAGE NO.

Notice ............................................................................................. 1

Directors’ Report ............................................................................ 9

Management Discussion and Analysis ........................................ 11

Corporate Governance Report .................................................... 13

Auditors’ Report ........................................................................... 20

Balance Sheet ............................................................................. 22

Statement of Profit & Loss ........................................................... 23

Cash Flow Statement .................................................................. 24

Note forming part of the Accounts ............................................... 25

20TH ANNUAL GENERAL MEETING

Day : Saturday

Date : 29th September, 2012

Time : 10.00 a.m.

Venue : Govindam Banquet,Behind Mother Dairy,Sector-7, Dwarka,New Delhi – 110075

Brahmaputra Infraproject Limited

CORPORATE INFORMATION

AUDITORSA. B. Bansal and CompanyChartered Accountants218-220, Durga Chambers1335, D.B. Gupta Road, Karol Bagh, New Delhi – 110 005Phone: 91-11-28755325, 28752325E-mail: [email protected]

CONSORTIUM OF BANKERS

Allahabad Bank, Leader

Axis Bank Ltd., Member

ICICI Bank Ltd., Member

REGISTRAR AND SHARE TRANSFER AGENTM/s Link Intime India Private LimitedA-40, IInd Floor, Naraina Industrial Area,Phase-II, Near Batra Banquet Hall,New Delhi-110028Phone: 011-41410592 / 93 / 94

REGISTERED OFFICEBRAHMAPUTRA HOUSEA-7, Mahipalpur (NH 8 – Mahipalpur Crossing),New Delhi – 110 037Phone : 91-11-4229 0200 (50 Lines)Fax : 91-11-4168 7880, 2678 7068E-mail : [email protected]

ANNUAL REPORT 2011 - 2012 1


NOTICE

Notice is hereby given that the 20th Annual General Meeting of the members of the Brahmaputra Infraproject Limited willbe held on Saturday, the 29th day of September, 2012 at 10.00 a.m. at Govindam Banquet, Behind Mother Dairy, Sector 7,Dwarka, New Delhi – 110 075 to transact the following businesses:

ORDINARY BUSINESS:-

1. To receive, consider and adopt the Audited Balance Sheet of the company as at 31st March, 2012 and Profit & LossAccount for the year ended on that date together with the reports of Auditors and Directors thereon.

2. To appoint a director in place of Mr. Rajesh Sharma, who retires by rotation and being eligible seeks re-appointment.

3. To appoint a director in place of Mr. Om Kumar, who retires by rotation and being eligible seeks re-appointment.

4. To appoint M/s. A.B. Bansal & Co., Chartered Accountants, as the Statutory Auditor of the Company to hold officefrom the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting at aremuneration to be mutually agreed between the Auditors and the Board of Directors.

SPECIAL BUSINESS:

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

“Resolved that Mr. Suneet Kumar Todi, who was appointed as an Additional Director of the Company on 16.01.2012and who holds the office upto the date of this Annual General Meeting and in respect of whom the Company hasreceived a notice in writing from a shareholder proposing him as a Candidate for being appointed as the Directorunder provisions of Section 257 of the Companies Act, 1956 along with a deposit of Rs. 500/- and who is eligible forappointment, be and is hereby appointed as Director of the Company liable to retire by rotation.”

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

“Resolved that in accordance with the provisions of Sections 198, 269, 309, Schedule XIII and other applicableprovisions, if any, of the Companies Act, 1956 (including any statutory modification(s) or re-enactment(s) thereof forthe time being in force) and relevant provisions of the Articles of Association of the Company, Mr. Suneet Kumar Todibe and is hereby appointed as Whole Time Director of the company for a period of 5 years with effect from 16thJanuary, 2012 to 15th January 2017 on the terms and conditions as set out below:-

(A) SalaryRs. 60,000/- per month in the range of Rs. 60,000/- to Rs. 90,000/- per month (maximum) with suitable increases asmay be determined by Board of Directors based on recommendation of Remuneration Committee.

(B) Allowances, Perquisites & Other BenefitsAllowances, Perquisites & Other Benefits as follows will be paid and / or provided in addition to salary. Perquisitesshall be valued in terms of actual expenditure incurred by the Company. However, in cases where the actual amountof expenditure cannot be ascertained with reasonable accuracy, the perquisites shall be valued as per Income TaxRules:

(i) House Rent AllowanceHouse Rent Allowance shall be paid @ 50% of Salary.

(ii) Special AllowanceRs. 10,000/- per month in the range of Rs. 10,000 to Rs. 14,000/- per month.

(iii) Medical ReimbursementReimbursement of medical expenses actually incurred for self and dependent family members, in India or abroad.

(iv) Leave Travel Concession / Allowance:For self and family, once in a year, subject to a maximum of one month’s salary, whether in India or Outside India.

(v) Club FeesSubscription or reimbursement of membership fee for clubs in India and / or abroad, subject to maximum of one club.No admission and life membership fee is allowed.

ANNUAL REPORT 2011 - 20122


(vi) Provident Fund, Pension Fund & Superannuation Fund

Company’s Contribution to Provident Fund, Superannuation Fund or Annuity Fund as per the rules of the Company.

(vii) Gratuity

Gratuity is payable as per the rules of the Company.

(viii)Car

Use of Company’s Car with driver for official purpose and reimbursement for other business trips and tours.

(ix) Telephone, Computer, Laptop, Internet and Broadband etc.

Provision of telephone, Computer, Laptop, Internet and Broadband etc. for use of company’s business will not beconsidered as perquisites and Official Mobile phone bill will be reimbursed by the company. Personal long distancecalls on telephone shall be billed by the company separately.

(x) Earned leave

On full pay and allowances as per the rules of the company, but not exceeding one month’s leave for every elevenmonths of service and leave accumulated shall be en-cashable at the end of the tenure. Encashment of leave at theend of the tenure will not be included in the computation of the ceiling on perquisites.

(xi) Children Education Allowance

Children Education Allowance for the education of the Children (maximum two Children).

(xii) Business Development Expenses

All expenses incurred for the purpose of the Business Development and other promotional activities will be reimbursedby the company.

(xiii)Any other allowance / expenses

As per rules of the Company

RESOLVED FURTHER THAT the total remuneration (i.e. salary, perquisites and Allowances) in any one financialyear shall not exceed the limits prescribed from time to time under section 198, 309 and other applicable provisionsof the Companies Act, 1956 read with Schedule XIII to the said Act, as may for the time being, be in force and anyamendments thereto. In case of any doubt / discrepancy / clarification that may arise with respect to payment ofremuneration the same shall be determined and decided by the Board of Directors on the recommendation ofRemuneration Committee of Directors. Further, within the overall remuneration, the individual components may bechanged as desired by Mr. Suneet Kumar Todi and accepted by the Remuneration Committee.

MINIMUM REMUNERATION

RESOLVED FURTHER THAT notwithstanding anything to the contrary herein contained, in the event of loss orinadequacy of profits in any financial year, Mr. Suneet Kumar Todi, Whole Time Director shall be entitled to minimumremuneration comprising of aforesaid salary, perquisites and other allowances subject to necessary approvals, andin compliance of the provisions of Section II of Part II of Schedule XIII to the Act, including any statutory modificationsor re-enactment thereof, as may, for the time being, be in force.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds or things,as may be necessary to give effect to this resolution and other matters incidental thereto and execute all suchdocuments, instruments and writings as may be required or otherwise considered necessary by the Board in the bestinterest of the company as it may deem fit.”

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

“RESOLVED THAT in accordance with the provisions of Sections 198, 269, 309, 310, Schedule XIII, and otherapplicable provisions, if any, of the Companies Act, 1956 (including any statutory modification(s) or re-enactment(s)thereof for the time being in force), and relevant provisions of the Articles of Association of the Company and subjectto necessary approvals, if required, remuneration of Mr. Sanjeev Kumar Prithani, Managing Director be and is herebyincreased with effect from 01.04.2011 for a period of three years i.e. upto 31.03.2014, from Rs. 12,00,000/- perannum plus perquisites to Rs. 24,00,000 per annum plus perquisites as are set out herein below:-



(A) Salary

Rs. 24,00,000/- (Rupees Twenty Four Lacs Only) per annum.

(B) Commission

On net profits of the Company computed in accordance with relevant provisions of the Act, to be determined by theBoard from time to time.

(C) Allowances, Perquisites & Other Benefits

Allowances, Perquisites & Other Benefits as follows will be paid and / or provided in addition to salary. Perquisitesshall be valued in terms of actual expenditure incurred by the Company. However in cases where the actual amountof expenditure cannot be ascertained with reasonable accuracy, the perquisites shall be valued as per Income TaxRules:

(a) Housing

(i) Residential accommodation or House Rent Allowance at the rate of 50% of salary.

(ii) Expense pertaining to gas, electricity, water and other utilities to be borne/reimburse by the Company.

(iii) The Company shall provide such furniture and furnishing as may be required by the Managing Director.

(b) Medical Reimbursement

Reimbursement of actual medical expenses actually incurred for self and dependent family members, in India orabroad. In case of any medical treatment abroad, the travelling, boarding and lodging expenses for patient andattendant are also payable.

(c) Leave Travel Concession / Allowance:

For self and family, once in a year, subject to a maximum of one month’s salary, whether in India or abroad.

(d) Club Fees

Subscription or reimbursement of membership fee for clubs in India and / or abroad, subject to maximum of oneclub. No admission and life membership fee is allowed.

(e) Provident Fund, Pension Fund & Superannuation Fund

Company’s Contribution to provident Fund, Pension fund & Superannuation Fund as per the rules of the Company.

(f) Gratuity

Gratuity is payable as per the rules of the Company.

(g) Car

Use of Company’s Car with driver for official purpose and reimbursement for other business trips and tours.

(h) Telephone, Computer, Laptop, Internet and Broadband etc.

Provision of telephone, Computer, Laptop, Internet and Broadband etc. for use of company’s business will not beconsidered as perquisites and official Mobile phone bill will be reimbursed by the company. Personal long distancecalls on telephone shall be billed by the company separately.

(i) Earned leave

On full pay and allowances as per the rules of the company, but not exceeding one month’s leave for everyeleven months of service and leave accumulated shall be en-cashable at the end of the tenure. Encashment ofleave at the end of the tenure will not be included in the computation of the ceiling on perquisites.

(j) Children Education Allowance

The Children Education Allowance for the education of the Children (maximum two Children).

(k) Business Development Expenses

All expenses incurred for the purpose of the Business Development and other promotional activities will bereimbursed by the company.

(l) Any other allowance / expenses

As per rules of the Company



RESOLVED FURTHER THAT the total remuneration (i.e. salary, perquisites, commission and allowances) in any onefinancial year shall not exceed the limits prescribed from time to time under Section 198, 309 and other applicableprovisions of the Companies Act, 1956 read with Schedule XIII to the said Act, as may for the time being, be in forceand any amendments thereto. In case of any doubt / discrepancy / clarification that may arise with respect to paymentof remuneration the same shall be determined and decided by the Board of Directors on the recommendation ofRemuneration Committee of Directors. Further, within the overall remuneration, the individual components may bechanged as desired by Mr. Sanjeev Kumar Prithani and accepted by the Remuneration Committee.

MINIMUM REMUNERATION

RESOLVED FURTHER THAT Notwithstanding anything to the contrary herein contained, in the event of loss orinadequacy of profits in any financial year, Mr. Sanjeev Kumar Prithani, Managing Director shall be entitled to minimumremuneration comprising of aforesaid salary, commission, perquisites and other allowances subject to necessaryapprovals, and in compliance of the provisions of Section II of Part II of Schedule XIII to the Act, including anystatutory modifications or re-enactment thereof, as may, for the time being, be in force.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds or things,as may be necessary to give effect to this resolution and other matters incidental thereto and execute all suchdocuments, instruments and writings as may be required or otherwise considered necessary by the Board in the bestinterest of the company as it may deem fit.

On Behalf of Board of Directors Brahmaputra Infraproject Limited

Place : New Delhi Parimesh ManochaDate : 03.09.2012 Company Secretary

Notes:

1. Explanatory statement as required under Section 173 (2) of the Companies Act, 1956 in respect of Special Businessas set out in the notice is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ALSO ENTITLED TO APPOINT A PROXY TOATTEND AND VOTE AT THE MEETING INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE AMEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE SHALL BE DEPOSITED AT THEREGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 (FORTY EIGHT) HOURS BEFORE THECOMMENCEMENT OF THE MEETING.

3. Corporate members/Societies intending to send their representatives are requested to send a duly certified copy ofBoard Resolution authorizing their representatives to attend and vote at the Annual General Meeting.

4. The register of the members and share transfer books of the Company shall remain closed from Saturday, 22nd

September 2012 to Saturday, 29th September 2012 (both days inclusive) in connection with the Annual GeneralMeeting.

5. Members are requested to send their queries, if any, at least 10 days in advance of the meeting, so that the informationcan be made available at the Annual General Meeting of the Company.

6. Members holding shares in dematerialized mode are requested to intimate all changes with respect to their bankdetails, ECS mandate, nomination, change of address, change in name etc. to their depository participant (DP).Members holding shares in physical form are requested to intimate the above said changes to the company’s Registrar& Transfer Agent.

7. Members are requested to quote their folio number, DP ID/Client ID and the Company’s name in all correspondencewith M/s Link Intime India Private Limited, who is acting as our Registrar and Share Transfer Agent.

8. All documents referred to in the accompanying Notice are open for inspection at the Registered Office of the Companyduring office hours on all working days, between 11:00 AM and 01:00 PM, upto the date of the ensuing AnnualGeneral Meeting.

9. Members are requested to bring their copy of the Annual Report to the Meeting.



10. The Company’s shares are compulsorily traded in demat form; hence the members who are holding equity shares inphysical form are requested to get them dematerialized.

11. The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011respectively) has undertaken a ‘Green Initiative in Corporate Governance’ and allowed companies to share documentswith its shareholders through an electronic mode. A recent amendment to the Listing Agreement with the StockExchanges permits companies to send soft copies of the Annual Report to all those shareholders who have registeredtheir email address for the said purpose. Members are requested to support this Green initiative by intimating theiremail address to the company at the dedicated email ID i.e., [email protected].

12. The Company would like to avail this opportunity for sending notices/annual reports/other documents to the membersin the electronic mode to their email addresses already available (i) in the records of depositories, which have beenmade available to the Company by them; or (ii) in the records of Share Transfer Agent or the Company.

13. Pursuant to the provisions of Article of Association, Mr. Rajesh Sharma and Mr. Om Kumar, Directors of the Companyare retiring by rotation at the ensuing Annual General Meeting of the Company and shall be re-appointed. Briefresume of both the Directors and other information as per Clause 49 of the Listing Agreement with the Stock Exchangesare given hereunder.

ANNEXURE TO NOTICE

DETAILS OF DIRECTORS SEEKING APPOINTMENT/REAPPOINTMENT AT THE FORTHCOMING ANNUAL GENERALMEETING

(In pursuance to clause 49 of the Listing Agreement)

Brief Resume of the Directors seeking appointment/re-appointment in the Forthcoming Annual General Meeting

MR. RAJESH SHARMA

Aged 39 years, he has been an integral part of the organization since 18th April 2008. He is graduate in Commerce fromDelhi University and also a Fellow member of The Institute of Company Secretaries of India (ICSI). By sheer dint of hisprofessional qualification and hard work he has a great deal of experience in corporate laws, taxation and accounts etc.

He is presently also serving on the Boards of M/s. River Engineering Private Limited and M/s. Rehmat Auto PrivateLimited.

Mr. Rajesh Sharma is a member of Audit Committee, Shareholders’ Grievance Committee and Remuneration Committeeof the Company.

Mr. Rajesh Sharma does not hold any equity shares of the company. He is not related to any other director on the Boardof the Company.

MR. OM KUMAR

Aged 68 years, is a retired IAS officer par excellence. He is an extremely dynamic man with a number of achievements tohis credit. His professional and educational achievements include M.Sc. (Economics), AMIS (Associate Member of Institutionof Surveyors), FIS (Fellow of Institute of Surveyors). During his 42 years of professional experience, Mr. Om Kumar hasheld several positions starting with a 7 year stint in the Indian Army then to the Indian Administrative Service in 1971.Since then it has been a long journey for Mr. Kumar with several milestones as Collector, Secretary, Managing Directorand Chairman of State Government PSUs.

He is presently also serving on the Boards of M/s. Brahmaputra Infrastructure Limited, M/s Renewable Energy SystemsLimited and M/s. Hindustan Antibiotics Limited.

Mr. Om Kumar is a member of Audit Committee and Remuneration Committee of the Company.

Mr. Om Kumar does not hold any equity shares of the company. He is not related to any other director on the Board of theCompany.



MR. SUNEET KUMAR TODI

Aged 41 years, is a commerce graduate having core experience of civil infrastructure projects for more than 17 years. Hisendeavor & entrepreneurship has pushed the company in achieving new mile stones. Mr. Todi looks after company’sBusiness Development profile and has a strong knowledge of Project Management. He has also contributed in bringingnew skills & technology to company by way of many Joint Venture Partners. He is a man of strong believes & determinationand marks his presence with sheer hard work.

He is presently also serving on the Boards of M/s. Brahmaputra Infrastructure Limited, M/s SKT Infraproject PrivateLimited and M/s. Mumbai Brahmaputra Infracon Private Limited.

Mr. Suneet Kumar Todi is a member of Shareholders’ Grievance Committee of the Company.

Mr. Suneet Kumar Todi holds 259 equity shares of the company. He is not related to any other director on the Board of theCompany.

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956

As required by Section 173(2) of the Companies Act, 1956, the following Explanatory Statement sets out all material factsrelating to Special Business mentioned in the accompanying Notice dated 03rd September 2012.

ITEM NO. 5

Mr. Suneet Kumar Todi has been appointed on the Board as an Additional Director of the Company with effect from 16th

January, 2012 pursuant to Section 260 of the Companies Act, 1956 and Articles of Association of the Company andvacates office at the ensuing Annual General Meeting. Notice and a deposit as required under section 257 of the CompaniesAct, 1956 has been received from a shareholder proposing his candidature as a Director of the Company and liable toretire by rotation.

Your Directors recommend the resolution for your approval.

None of the Directors, except Mr. Suneet Kumar Todi is concerned or interested in the resolution.

ITEM NO. 6: APPOINTMENT OF MR. SUNEET KUMAR TODI AS WHOLE TIME DIRECTOR

Consequent upon resignation of Mr. Gopal Bachani, Whole Time Director of the Company on 18th November 2011, Mr.Suneet Kumar Todi, was appointed as an Additional Director of the Company with effect from 16th January 2012. Whilekeeping in mind, the continuous increase in operations of the Company there is urgent need to further strengthen the topmanagement team; the Board of Directors in its meeting held on 16th January 2012 based on the recommendation ofremuneration committee, approved the appointment of Mr. Suneet Kumar Todi as Whole Time Director of the Company fora period of 5 years with effect from 16th January 2012 till 15th January 2017, subject to members’ approval. Mr. Todi islooking after day to day activities of the Company related to business operations and to have a better control over businessoperations there is a need to appoint Mr. Todi as a Whole Time Director of the Company.

The terms of remuneration now proposed to be drawn by Mr. Suneet Kumar Todi, Whole Time Director from the companyset out hereinabove may also be treated as an abstract of memorandum of interest of the Directors under Section 302 ofthe Companies Act, 1956.

Your Directors recommend the said resolution for your approval.

None of the Directors, except Mr. Suneet Kumar Todi is concerned or interested in the resolution.

ITEM NO. 7: REVISION IN THE REMUNERATION OF MR. SANJEEV KUMAR PRITHANI

Members in their meeting held on 29th September, 2010 appointed Mr. Sanjeev Kumar Prithani as Managing Director fora period of five years with effect from 05th October 2009 till 04th October 2014. Members in the said meeting fixed theremuneration of Mr. Sanjeev Kumar Prithani, Managing Director at Rs. 12,00,000/- per annum plus perquisites and thatthe overall remuneration shall not exceed 5% of the net profits of the company as calculated in terms of the provisions ofthe Companies Act, 1956.

The financial year 2011-12 was one of the challenging years. An unexpected dramatic change worldwide has caused asevere financial crisis and every individual, company and even Governments of almost all countries of the world have



been one way or other affected. Mr. Sanjeev Kumar Prithani has taken the challenge of the tested period and had, in fact,at this critical juncture concentrated more in the regular front.

The Board has taken note of all the movements and appreciated the pains taken by Mr. Sanjeev Kumar Prithani toincrease the company’s overall performance. The remuneration committee after careful consideration decided andrecommended to re-structure the remuneration of Mr. Sanjeev Kumar Prithani, Managing Director so that his efforts havebeen recognised and compensated to a reasonable level as compared to his earlier receipt of remuneration.

The Board accordingly, decided to increase the remuneration of Mr. Sanjeev Kumar Prithani, with effect from 01st April2011 for a period of three years i.e. upto 31st March 2014. The payment of remuneration is subject to your approval. TheBoard recommends this resolution for your approval. The particulars as required under Schedule XIII are being appendedbelow.

I. GENERAL INFORMATION:

1. Nature of Industry: Construction

2. Date or expected date of commencement of commercial production: The Company entered into infrastructuresector in 2008 after change in its objects from Non Banking Financial activities to construction.

3. In case of new companies, expected date of commencement of activities as per the project approved byfinancial institutions appearing in the prospectus: Not Applicable

4. Financial performance based on given indicators: The Company’s financial performance has been satisfactorysince its incorporation. Last three years’ performance is given below:-

(Rs. in Lacs)

Year Sales & other income Profits before Depreciation, Profit after TaxInterest & Taxes

2008-09 3101 412 207

2009-10 1860 2432 1245

2010-11 1536 1871 781

5. Export Performance & net foreign exchange collaborations: Presently, the Company do not have any projectsoutside india.

6. Foreign Investments or collaborators, if any: Not Applicable.

II. INFORMATION ABOUT THE APPOINTEE:

1. Background Details:

Mr. Sanjeev Kumar Prithani, a technocrat, is part of Promoter Group of the company. He devotes his full time forthe overall performance of the company and is instrumental in expansion & growth of the Company.

2. Past Remuneration: The Remuneration paid to Mr. Sanjeev Kumar Prithani, in the past, is given below:

Financial Year Remuneration including allowances, perquisites other benefits (Rs. in Lacs)2009-10 * 5,87,097

2010-11 26,05,260

* Remuneration is for the part of the year as Mr. Sanjeev Kumar Prithani was appointed as Managing Directorw.e.f. 05.10.2009

3. Recognition or Awards: Mr. Sanjeev Kumar Prithani is having over 15 years of experience in civil constructionand is known for his in-depth understanding of the EPC segment.

4. Job Profile & his Suitability: He is a graduate in Mechanical Engineering with over 15 years of experience incivil construction. Mr. Prithani is known for his in-depth understanding of the EPC segment and is a perfectionistin the field besides being a stickler for quality. Mr. Prithani is thorough in drawing up design plans and scheme forexecution of projects requiring knowledge of civil engineering and is responsible for ensuring the organisation’stechnical efficiency and achievement.



5. Remuneration Proposed: The Company proposes to pay remuneration to Mr. Sanjeev Kumar Prithani, ManagingDirector with effect from 01.04.2011 for a period of three years i.e. upto 31.03.2014, salary of Rs. 24,00,000 Lacsper annum plus perquisites. The full particulars are in the proposed resolution.

6. Comparative Remuneration profile with respect to Industry, size of the company, profile of the position &person: Mr. Sanjeev Kumar Prithani is Managing Director of the Company since 2009. The company adoptsconservative remuneration policy for its managerial personnel. Most companies in Infrastructure Sector, in particularto professionals pay higher remuneration.

7. Pecuniary relationship, directly or indirectly with the company, or relationship with the ManagerialPersonnel, if any: Besides the remuneration proposed, Mr. Sanjeev Kumar Prithani does not have any pecuniaryrelationship with the Company. No managerial personnel is relative of Mr. Sanjeev Kumar Prithani.

III. OTHER INFORMATION:

1. Reasons of loss or Inadequate profits: The appointment of Mr. Sanjeev Kumar Prithani, Managing Director isfor a term up to 04th October 2014 and the future trend in profitability will largely depend on business environmentin the domestic and global markets, cost of raw material and general state of economy as a whole. However,reason for lesser profits were:(i) Less Work Orders.(ii) High Interest Cost.(iii) Increase in Raw Material & other input cost.(iv) Recession in the Market.

2. Steps taken or proposed to be taken for improvement and Expected increase in productivity & profits inmeasurable terms: Brahmaputra Infraproject Limited, since its inception, has executed prestigious projects andin this short period of time has built up commendable credentials. Based on these credentials, the Company hastaken a conscious decision to target such projects like Bridges, ROBs etc where the existing depreciated resourcesof the Company such as Shuttering Material, Plants and Equipment etc can be utilized to increase the profitmargins and to have an edge over the competitors. The Company has also started bidding and securing projectsfrom the Govt./ PSU / Semi-Govt. Sector and recently bagged a project from IRCON for a Road Over Bridgein the State of Rajasthan. The Company expects increase of 15% – 20% in its profitability in coming year(s).

Your Directors recommend this resolution for your approval.

The terms of remuneration now proposed to be drawn by Mr. Sanjeev Kumar Prithani, Managing Director fromthe company set out hereinabove may also be treated as abstract of memorandum of interest of the Directorsunder Section 302 of the Companies Act, 1956.

None of Directors of the Company other than Mr. Sanjeev Kumar Prithani is concerned or interested in theaforesaid resolution.

On Behalf of Board of Directors Brahmaputra Infraproject Limited

Place : New Delhi Parimesh ManochaDate : 03.09.2012 Company Secretary



DIRECTORS’ REPORTDear Members,

Your Directors have the pleasure in presenting the 20th Annual Report together with the Audited Accounts of the Company for thefinancial year ended on 31st March, 2012.

Financial Results (Rs. in Lacs)

Year ended Year endedParticulars 31.03.2012 31.03.2011

Income from Operation 8044.57 15,188.68

Other Income 76.54 168.64

Profit before Tax 625.34 1,168.09

Less: Provision for Taxation & Deferred Tax 204.12 388.48

Profit after Tax 421.22 779.61

Add: Balance from previous year 800.79 789.18

Profit available for Appropriation 1222.01 1,591.66

Less: Proposed Dividend - 35.05

Less: Tax on Proposed Dividend - 5.82

Less: Transferred to General Reserve 250.00 750.00

Profit carried to Balance Sheet 972.01 800.79

PerformanceDuring the year under review, the total income of the Company amounted to Rs 8044.57 Lacs as against Rs. 15,188.68 Lacs duringthe previous year. Further, the Company has earned Profit of Rs. 625.34 Lacs before tax during the year as against Rs. 1,168.09 Lacsduring the previous year.

DividendThe Board of Directors do not recommend dividend during the financial year ended 31st March, 2012.

Management Discussion and Analysis ReportOperational performance of each business segment has been comprehensively covered in the Management Discussion and AnalysisReport given in Annexure–A which forms part of this Report.

Corporate GovernanceAs per the requirement of Clause 49 of the Listing Agreement a separate Report on Corporate Governance along with the Auditor’sCertificate regarding compliance of conditions of Corporate Governance is given in Annexure-B which forms part of this Report.

DirectorsDuring the period under report, Mr. Suresh Kumar Prithani, Non Executive Chairman and Mr. Gopal Bachani, Whole Time Director ofthe Company resigned from the directorship of the Company with effect from 13.06.2011 & 18.11.2011 respectively. The Boardappreciates the contribution made by both of them during their tenure with the Company.Also, Mr. Rajesh Sharma and Mr. Om Kumar, Directors of the Company retire by rotation at the forthcoming Annual General Meetingof the Company and being eligible offer themselves for reappointment.Mr. Suneet Kumar Todi was appointed as Whole-time Director of the Company for a period of five years with effect from 16.01.2012 to15.01.2017 by the Board of Directors through a resolution passed in the Board Meeting held on 16.01.2012, subject to the approval ofshareholders. The resolution for his appointment forms part of the notice for convening the Annual General Meeting.

Directors’ Responsibility StatementPursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:i) the preparation of annual accounts for the financial year ended 31st March 2012, the applicable accounting standards have been

followed;ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are

reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of financial year ended31st March, 2012 and of the Profit & Loss account of the Company for that period;

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

iv) The Accounts for the year ended 31st March, 2012 have been prepared on a ‘going concern’ basis.



Public Deposits

Your Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and therule made there under, during the year.

Auditors

M/s A. B. Bansal & Co., Chartered Accountants, the Statutory Auditors of the Company, hold office till the conclusion of the ensuingAnnual General Meeting and are eligible for re-appointment. The Company has received a certificate from the Auditors to the effectthat their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that theyare not disqualified for such re-appointment within the meaning of Section 226 of the Act. Board recommends for their re-appointment.

The Auditors’ report and notes to the financial statements are self explanatory and do not call for any further Comments.

Amalgamation of Company with Brahmaputra Infrastructure Limited

In Aug 2012, your Company has filed a Scheme of Amalgamation with the Hon’ble High Court of Delhi for amalgamation of theCompany with Brahmaputra Infrastructure Limited (“BIL”), a group company. The Scheme shall be beneficial to the interests of thestakeholders of both the companies as well as public at large, as the amalgamation would create overall synergies and would resultin better administration and optimal utilization of resources of both the companies.

Bombay Stock Exchange and Delhi Stock Exchange, where securities of the company are listed, have already accorded their in-principle approval to the said Scheme.

Personnel & Human Resources

Employee relations continued to be cordial throughout the year. The company did not have any employee during the year under reviewwhose remuneration is required to be disclosed in terms of the provisions of the section 217(2A) of Companies Act, 1956 read withCompanies (Particulars of Employees) Rules, 1975, as amended.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company’s operations are not power intensive. Nevertheless your Company has introduced various measures to conserve andminimize the use of energy.

No technology has been imported during the previous year. Indigenous technology available is continuously been upgraded to improveoverall performances.Foreign Exchange Earning : NilForeign Exchange Outgo : 3.07 Lacs

Acknowledgement

We thank Central Government, State Governments, our clients, vendors, sub contractors and Bankers for their continued supportduring the year. We place on record our appreciation of the contribution made by employees at all levels. Last but not the least, wewould also like to thank valuable shareholders and othe stake holders for their support and contribution.

We look forward for your continued support in the future.

By order of the Board of Directors Brahmaputra Infraproject Limited

Place : New Delhi Sanjeev Kumar PrithaniDate : 03.09.2012 Chairman



Annexure A

MANAGEMENT DISCUSSION AND ANALYSISThe objective of this report is to share and keep you abreast with the happenings and transformations occurring within the Company,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 in that time. Italso 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 the companyincluding details of its human resources.

Cautionary statementStatements in the Management Discussion and Analysis describing the Company’s objectives, projections, estimate expectationsmay be “forward looking statements” within the meaning of applicable securities laws and regulations. Actual results could differmaterially from those expressed or implied. Important factors that could influence the Company’s operations include economicdevelopments within the country, demand and supply conditions in the industry, input prices, changes in Government regulations, taxlaws and other factors such as litigation and industrial relations.

Economic OutlookThe Indian economy went through a tough phase in the year 2011-12. After reporting around 8.5% growth rate in the preceding twoyears, India’s growth rate recorded a moderate 6.9% in year 2011-12. India’s growth was impacted by both deteriorating globaleconomy as well by domestic issues like high interest rates, inflation, infrastructure constraints, rupee depreciation and liquiditycrunch among others. Indian Government has announced measures to augment the supply side response of the economy to maintainprice stability and growth. Steps taken by RBI regarding monetary policies have though started showing results with marginal fall ininflation rates. However, risks related with the crude prices still remain the biggest challenge.

Industry StructureThe construction industry is an integral part of the Indian economy. It is the second largest industry of the country after agriculture andit has to play a vital role in the nation’s progress towards achieving the status of “developed nation” from “developing nation”. The risein investment proposals in the infrastructure sector is the silver lining in the cloud. More than half of the construction activity isgenerated from infrastructure sector, followed by industrial, commercial and residential sectors.

Highways/ExpresswaysFor a country of India’s size, an efficient road network is necessary both for national integration as well as for socio – economicdevelopment. Road connectivity forms the backbone for economic and social development of any country through connectivity andopening up the backward regions to trade and investment. Our national highways constitute only 2% of the total road network but theycarry nearly 40% of the total traffic. The Indian Government has set ambitious plans for upgrading of the National Highways in yearsto come.Further, to encourage participation of private sector, the Department of Road Transport and Highways has laid down comprehensivepolicy guidelines for private sector participation in the highway sector.With an aim to increase the capacity in the various transport sectors, the 12th Five Year plan necessitates the involvement of privatesector more aggressively.Your company has successfully implemented the project of construction of major interchanges, Minor Bridges, Vehicular Underpassesand Car Track under passes on Yamuna Expressway connecting Greater Noida to Agra, Uttar Pradesh.Whereas, project of construction of 6 Laning of Pune – Satara Road (NH-4), Pune, Maharashtra, is under execution. Further, We havealso started bidding and securing projects from the Govt./ PSU / Semi-Govt. Sector and recently bagged a project from IRCON for aRoad Over Bridge in the State of Rajasthan.

Building ConstructionIn Building Construction segment, the company has one project of construction of structural civil works Buildings of Indiabulls CentrumPark – Gurgaon, Haryana, which is under execution.

Opportunities and strengths12th Five Year Plan aims to put the economy back on high growth trajectory of 9 percent. Preliminary assessment suggests thatinvestment in infrastructure during the Twelth Plan (2012-17) would be about Rs. 4.10 Million Crores to achieve a share of 9.95percent as a proportion of GDP. The government of India has already initiated number of policies to attract private investments in theRoad Sector such as capital grants, tax exemption, longer concession period, collection of toll and retaining the same in BOT projects,duty free import of specified modern high capacity equipment for highway construction.Your Company, since its inception, has executed prestigious projects and in this short period of time has built up commendablecredentials. Based on these credentials, we have taken a conscious decision to target such projects like Bridges, ROBs etc where theexisting depreciated resources of the Company such as Shuttering Material, Plants and Equipment etc can be utilized to increase theprofit margins and to have an edge over the competitors.



Threats, Risks and concernsThe Construction industry is marked with low entry barriers, with domination of large number of small players. Key risks synonymousto the construction industry include the global recessionary trend, economic slowdown, increasing interest rates, non – availability (orundue increase in cost) of raw materials, such as cement, steel and labour, coupled with market fluctuations. Brahmaputra InfraprojectLimited is adequately equipped to face and mitigate any such adverse situation. The Company does not apprehend any inherent riskin the construction industry in the long run. Beyond standard business risks, the Company faces competition from both its old competitionsas well as new entrants in the sector. This contingency, however, is more than offset by the Company’s robust strengths, pioneeringexperience, in handling projects and themes of all kinds and dimensions, a cutting – edge management approach and its accent oncontinued innovation.Brahmaputra follows a process of risk management that comprises risk identification, risk analysis and measurement followed by thedesign of suitable risk mitigation or management framework covering control activities/procedures. The key risks identified by thebusiness and accompanied mitigation plans include periodical review of the operating effectiveness of the internal controls. Correctiveactions, wherever necessary, are taken to further strengthen the internal control mechanism.

Internal Control Systems and their AdequacyThe Company has a proper and adequate system of internal controls to ensure that all its assets are safeguarded and protectedagainst loss from un-authorized use or disposition and to ensure that all transactions are duly authorized, recorded and reportedcorrectly and adequately. The Company’s internal controls are supplemented by an extensive programme of internal audits, review bymanagement and documented policies, guidelines and procedures. The internal control is designed to ensure that financial and otherrecords are reliable for preparing financial information and for maintain accountability of assets. All financial and audit control systemsare also reviewed by the Audit Committee of the Board of Directors of the company.

Human Resource / Industrial relationsHuman capital has continued to be the key engine for our growth and aspirations. The Company has been constantly reviewing its HRpolicies and practices to keep abreast with the market changes and has embarked upon several initiatives to focus on creating apositive work environment that provides employees with ample growth and development opportunities as well as ensuring high levelsof motivation and engagement. Industrial relations have continued to be cordial throughout the year. Measures for safety of employee,scientific training, welfare, performance based appraisal system, compensation, career growth and social security schemes continuedto remain key priority of the Company.

Financial performance and resultsThe Financial statements have been prepared in compliance with the requirements of the Companies Act and the Accounting Standardsissued by the Institute of Chartered Accountants of India.

1. Turnover: The Company recorded turnover of Rs. 8044.57 Lacs during the year 2011-12 as against 15,188.67 Lacs in previousyear.

2. Finance charges: Finance charges for the year amounted to Rs. 450.42 Lacs as against the previous year of Rs. 339.48 Lacs.This is due to increased working capital limit and short / long term loans.

3. Depreciation: The current year depreciation amounted to Rs. 391.25 Lacs as against Rs. 391.55 Lacs of previous year.

4. Profit:

a) Profit before Depreciation and Taxation amounted to Rs. 1,031.41 Lacs as against the previous year of Rs. 1,564.54 Lacs.

b) Provision for taxation & deferred tax for the year amounting to Rs. 204.12 Lacs as against the previous year of Rs. 388.48Lacs.

c) Profit after tax for the year amounted to Rs. 421.22 Lacs as against the previous year of Rs. 779.61 Lacs.

5. Fixed Assets: During the year the fixed assets of the company increased from Rs. 2,455.76 Lacs to Rs. 2,663.08 Lacs.

6. Inventories: Inventories amounted to Rs. 3,420.32 Lacs as against Rs. 1,780.92 Lacs of previous year.

7. Sundry Debtors: Customers receivable amounted to Rs. 4081.39 Lacs as against Rs. 432.58 Lacs of previous year.

8. Long term Loans and Advances: Long term Loans and advances represent Rs. 10.17 Lacs as against Rs. 11.84 Lacs inprevious year.

9. Current liabilities and Provisions: The amount of Rs. 5636.80 Lacs include Short term borrowings, Current maturities of Longterm debt, Creditors for suppliers of raw materials, stores and spares, provisions for expenses and taxes, dividend and taxpayable thereon, liabilities for gratuity and leave encashment. The Company remained prompt, as usual, in repayment of principaland interest and during the year.



REPORT OF THE DIRECTORS ON CORPORATE GOVERNANCE(Pursuant to clause 49 of the Listing Agreements entered into with the Stock Exchanges)

1. Company’s Philosophy on Code of GovernanceThe welfare of the stakeholders of the Company forms the crux of the Company’s Corporate Governance Policy. The Company’sphilosophy strives to ensure that its business strategies and plans prioritize the welfare of all stakeholders, while at the sametime, maximizing shareholders’ value on a sustained basis. The Board of Directors, Management and Employees of the Companyconsistently envisage attainment of the highest level of transparency, integrity and equity in all facets of the operations of theCompany and also in its interactions with the stakeholders. The Company is committed to benchmark itself with the best standardsof Corporate Governance, not only in form but also in spirit.

2. Board of DirectorsComposition & Size of BoardAs on date, the Board consists of 5 directors out of which 2 directors are executive (40%) and 3 directors (60%) are non-executiveand where as all 3 non-executive directors are Independent Directors. The detailed composition of the Board and other relatedinformation is given in the table below:

Number of Number of CommitteeDirectorship in position held in other

Director Category of Directorship other companies Companies(including Brahmaputra (including Brahmaputra

Infraproject Limited) Infraproject Limited)

Member ChairmanMr. Sanjeev Kumar Prithani Executive 4 1 —Managing DirectorMr. Suneet Kumar Todi Executive 2 1 —Whole-time Director *Mr. Satish Chandra Gupta Non-Executive, Independent 9 5 2Mr. Om Kumar Non-Executive, Independent 4 1 1Mr. Rajesh Sharma Non-Executive, Independent 1 2 —Mr. Suresh Kumar Prithani, Non-Executive NA NA NAChairman #

Mr. Gopal Bachani, Executive NA NA NAWhole Time Director #

* appointed as Whole Time Director of the Company w.e.f. 16.01.2012# During the financial year 2011-12, Mr. Suresh Kumar Prithani, Chairman and Mr. Gopal Bachani, Whole Time Director of theCompany resigned on 13.06.2011 and 18.11.2011 respectively. Since they are not on the Board as on 31.03.2012, detailsregarding their Directorships and membership/Chairmanship of Committees are not provided.Note 1: Private Companies, Section 25 Companies and Foreign Companies have not been included for the calculation ofdirectorships in companies.Note 2: Audit Committee & Shareholders’ Grievance Committee have been considered for the purpose of membership andchairmanship held by the director in public limited companies.

Board Meetings and AttendanceDuring the previous year, Eight Board Meetings were held on 14th May, 2011, 24th June 2011, 11th August, 2011, 05th September2011, 14th November 2011, 01st December 2011, 16th January 2012 and 13th February, 2012.The attendance at the Board Meetings and Annual General Meeting were as under:

Attendance

Name of Director Date of No. of Board Board Meetings last AGMAppointment Meetings Held

Mr. Sanjeev Kumar Prithani 05.10.2009 8 8 Yes

Mr. Suneet Kumar Todi 1 16.01.2012 8 2 No

Mr. Satish Chandra Gupta 24.02.2009 8 8 No

Mr. Om Kumar 13.11.2008 8 8 Yes

Mr. Rajesh Sharma 18.04.2008 8 8 Yes

Mr. Suresh Kumar Prithani 2 18.04.2008 8 1 No

Mr. Gopal Bachani 3 13.11.2008 8 — No1 appointed w.e.f. 16.01.20122 resigned w.e.f. 13.06.20113 resigned w.e.f. 18.11.2011

Annexure B



Code of Conduct

The Board has adopted a Code of Conduct for the Board Members and Senior Management personnel of the Company. Thesame has also been posted on the website of the Company. All Board Members and Senior Management personnel haveaffirmed their Compliance with the code. A declaration signed by the Managing Director is given below:

This is to certify that the company has laid down its Code of Conduct for all the Board Members and Senior Management ofthe Company and the copies of the same are uploaded on the website of the Company - www.brahmaputragroup.com

It is hereby affirmed that during the year 2011-12, all the Directors and Senior Managerial personnel have complied with theCode of Conduct and have given a confirmation in this regard.

On behalf of the BoardBrahmaputra Infraproject Limited

Place : New Delhi Sanjeev Kumar PrithaniDate : 03.09.2012 Managing Director

Committees of the BoardThe Board of Directors have constituted the following committees with adequate delegation of powers to discharge day-to-dayaffairs of the Company as well as to meet the exigencies of the business of the Company.

3. Audit Committee

The Audit Committee comprises of three Directors. The members consist of Mr. Om Kumar, Mr. Satish Chandra Gupta and Mr.Rajesh Sharma with Mr. Om Kumar, a Non-executive Independent Director as Chairman.

The terms of reference of the Audit Committee are in line with the powers, duties and responsibilities stipulated in Clause 49 ofthe Listing Agreement.

The functions of Audit Committee are as per Company Law and Listing Agreement with Stock Exchanges. These include overseeingof Company’s financial reporting process, recommending the appointment and removal of external auditors, reviewing the annualfinancial statements, financial management policy, adequacy of internal control system and internal audit functions.

The committee met Five times during the year on 14th May, 2011, 11th August, 2011, 05th September, 2011, 14th November 2011and 13th February, 2012 and the attendance of members was as follows:

Current Date of No. of No. ofName of the Members Status Appointment meetings held meetings attendedMr. Om Kumar Chairman 13.11.2008 5 5

Mr. Satish Chandra Gupta Member 24.02.2009 5 5

Mr. Rajesh Sharma Member 18.04.2008 5 5

The Secretary of the Company acts as the Secretary of the Audit Committee.

The minutes of the meetings of Audit Committee were discussed and taken note of by the Board of Directors.

4. Remuneration Committee

The Remuneration Committee comprises of three Directors. The members consist of Mr. Satish Chandra Gupta, Mr. Om Kumarand Mr. Rajesh Sharma with Mr. Satish Chandra Gupta, a Non-executive Independent Director as Chairman.

The details of remuneration and/or sitting fee paid/payable to the Directors for the financial year ended 31st March, 2012 are setout below:

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

Name of Directors Sitting Fees

Mr. Satish Chandra Gupta 2,20,000

Mr. Om Kumar 2,00,000

Mr. Rajesh Sharma 2,20,000

Mr. Suresh Kumar Prithani 1 25,000

1 Resigned w.e.f. 13.06.2011



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

Name & Designation Salary Perquisites & Totalother allowances

Mr. Sanjeev Kumar Prithani, Managing Director 24,00,000 12,99,030 36,99,030

Mr. Suneet Kumar Todi, Whole Time Director 1 2,51,613 — 2,51,613

Mr. Gopal Bachani, Whole Time Director 2 2,72,904 — 2,72,904

1 appointed w.e.f. 16.01.20122 resigned w.e.f. 18.11.2011

The functions of Remuneration Committee are as per Company Law and Listing Agreement with Stock Exchanges. Theseinclude overseeing of payment of remuneration to the Directors and review the same from time to time.

The committee met thrice during the year on 14th May, 2011, 14th November 2011 and 16th January, 2012 and the attendance ofmembers was as follows:

Current Date of No. of No. ofName of the Members Status Appointment meetings held meetings attendedMr. Satish Chandra Gupta Chairman 24.02.2009 3 3

Mr. Om Kumar Member 13.11.2008 3 3


The minutes of the meetings of Remuneration Committee were discussed and taken note of, by the Board of Directors.

5. Shareholders’ Grievance Committee

The committee was formed to review and redress the investors’ grievances / letters regarding various matters. It constitutes ofthree members i.e. Mr. Satish Chandra Gupta, Mr. Suneet Kumar Todi and Mr. Rajesh Sharma with Mr. Satish Chandra Gupta, aNon-executive Director as the Chairman of the committee.

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

The committee met Four times during the year on 14th May, 2011, 11th August, 2011, 14th November 2011 and 13th February, 2012where the attendance of members was as follows:

Status Date of No. of No. ofName of the Members Appointment meetings held meetings attended

Mr. Satish Chandra Gupta Chairman 24.02.2009 4 4

Mr. Suneet Kumar Todi 1 Member 16.01.2012 4 -


1 Consequent upon resignation of Mr. Gopal Bachani w.e.f. 18.11.2011, he ceased to be member of the Shareholders’ GrievanceCommittee Meeting w.e.f. the same date. Further, Mr. Suneet Kumar Todi, Whole Time Director of the Company was appointed asmember of the Committee w.e.f. 16.01.2012

The minutes of the meetings of the Shareholders’ Grievance Committee were discussed and taken note of by the Board ofDirectors.

The functions of the committee include effective redressal of the complaints of the shareholders such as dematerialization,transfer, non-receipt of balance sheet etc. The committee recommends steps to be taken for further improvement in the quality ofservice to the investors.

During the year, the company has received two complaints while there is no compliant pending as on 31st March, 2012.

No share transfer / transmission and demat request was pending as on 31st March, 2012.



6. General Body Meetings

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

Financial Year Date & Time Venue of Meetings Particulars of Special Resolution passedat the AGM

2008-2009 29.09.2009 Sylvan Chef, Central School Road, Noneat 10.00 a.m. Behind Spinal Injuries Hospital,

Vasant Kunj, New Delhi- 110 070

2009-2010 30.09.2010 Govindam Banquet, Behind Revision in the Power to the Board ofat 10.00 a.m. Mother Dairy, Sector 7, Dwarka, Directors under section 293(1)(a) to sell,

New Delhi – 110 075 lease or otherwise dispose of any asset ofthe company not exceeding Rs. 700 croresinstead of Rs. 200 crores.Revision in the Power to the Board ofDirectors under section 293(1)(d) to borrowfunds not exceeding Rs. 700 crores insteadof Rs. 200 crores.

2010-2011 30.09.2011 Govindam Banquet, Behind NoneMother Dairy, Sector 7, Dwarka,New Delhi – 110 075

No resolution was passed through postal ballot during the financial year 2011-12.

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 of the Company at large.A statement in summary form of transactions with the related parties during the year in the ordinary course of business isdisclosed in the notes to the accounts in this Annual Report as per Accounting Standard 18 of the Institute of CharteredAccountants of India.

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

(c) There is no requirement in the Company to maintain Whistle Blower Policy.(d) All mandatory requirements of Clause 49 of the Listing Agreement have been complied with by the company.

8. Means of Communication

During the year the quarterly/ half-yearly/ annual unaudited / audited financial results of the Company were sent to the StockExchanges immediately after they are approved by the Board of Directors and were also published in one English and oneVernacular language newspaper.

General Shareholders’ Information

A. 20th Annual General MeetingDate : 29th September, 2012Time : 10.00 A.MVenue : Govindam Banquet, Behind Mother Dairy, Sector 7, Dwarka, New Delhi - 110075

B. Financial CalendarUnaudited results for the quarter ending Jun 30, 2012 : 14th August, 2012Unaudited results for the quarter ending Sep 30, 2012 : 2nd week of Nov. 2012Unaudited results for the quarter ending Dec 31, 2012 : 2nd week of Feb. 2013Audited results for the year ending Mar 31, 2013 : May 2013

C. Date of Book Closure : 22.09.2012 to 29.09.2012(both days inclusive)

D. Listing on Stock Exchanges and Stock Codes1. BSE Limited - 5311942. Delhi Stock Exchange Limited - 8065

E: ISINThe ISIN of the Company is INE968C01016



F. Market Price DataHigh/Low of market price of the Company’s equity shares traded on BSE during the last financial year were as follows:

(Amount in Rs.)

BSEMonthShare Prices Sensex

High Low High LowApril 2011 103.95 85.00 19811.14 18976.19May 2011 96.90 82.00 19253.87 17786.13June 2011 94.45 66.00 18873.39 17314.38July 2011 84.95 73.35 19131.70 18131.86August 2011 108.45 75.10 18440.07 15765.53September 2011 96.20 76.25 17211.80 15801.01October 2011 92.85 70.10 17908.13 15745.43November 2011 92.75 61.80 17702.26 15478.69December 2011 79.40 52.00 17003.71 15135.86January 2012 70.90 52.50 17258.97 15358.02February 2012 64.45 40.00 18523.78 17061.55March 2012 59.85 38.00 18040.69 16920.61

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

Performance in comparison to Broad based indices – BSE SENSEXBase 100 = April 2011

G. Registrar and Share Transfer AgentThe Company’s Share Transfer Agent is M/s Link Intime India Private Limited. Their contact details is as under:

M/s Link Intime India Private LimitedA-40, IInd Floor, Naraina Industrial Area,Phase-II, Near Batra Banquet Hall,New Delhi-110028Phone: 011-41410592 / 93 / 94



H. Share Transfer SystemThe Company’s shares are traded in the Stock Exchanges in demat mode. These transfers are effected through NSDL andCDSL. Transfer of shares in physical form is processed and approved by Registrar & Transfer Agent and Company Secretaryfrom time to time and the certificates are returned to the shareholders within 15 days from the date of receipt, subject todocuments being valid and complete in all respects.

I. Distribution of shareholdingThe distribution of shareholding as on 31st March 2012 was as follows:-

No. of Percentage of Total No. of Percentage ofNo. of equity shares shareholders shareholders (%) shares held shares held (%)1 – 2500 800 55.02 75,065 1.07

2,501-5,000 305 20.98 1,22,184 1.74

5,001-10,000 140 9.63 1,12,711 1.61

10,001-20,000 63 4.33 98,587 1.41

20,001-30,000 41 2.82 1,00,664 1.44

30,001-40,000 21 1.45 74,476 1.06

40,001-50,000 15 1.03 70,688 1.01

50,001-100,000 39 2.68 2,76,949 3.95

100,001 and above 30 2.06 60,77,876 86.71

Total 1,454 100.00 70,09,200 100.00

J. Shareholding PatternThe shareholding pattern as on 31st March 2012 was as follows:-

Percentage ofCategory No. of shares

shares

Promoters 51,36,510 73.28

Person acting in concert — —

Non-promoters (Institutions/ Banks/Mutual Funds/State Govts.) 61,300 0.87

Foreign Holding (NRIs/OCBs) 7,075 0.10

Private Corporate Bodies 8,18,060 11.67

Indian Public 9,86,255 14.08

Total 70,09,200 100.00

K. Dematerialization of shares and liquidityThe equity shares of your Company have been compulsorily traded in dematerialised form and the Company has agree-ments with both the depositories i.e., National Securities Depository Limited and Central Depository Services (India) Lim-ited. As on 31st March 2012, 66,47,775 equity shares constituting 94.84% of the total paid up capital of the companies aredematerialized. The reconciliation of both physical and demat shares are upto date and tallies with the total paid-up capitalof the Company.

L. Outstanding ADRs/GDRs/Warrants etc.The Company has no outstanding ADRs / GDRs / Warrants.

M. Address for correspondenceBrahmaputra Infraproject LimitedBrahmaputra House, A-7, Mahipalpur (NH-8 Crossing),New Delhi-110 037Telephone No. : 011-42290200, Fax No.: 011 - 41687880E-mail : [email protected]



CEO/CFO Certificate

To,The Board of DirectorsBrahmaputra Infraproject LimitedNew Delhi

Sirs,

We have reviewed the financial statements and the cash flow statement of Brahmaputra Infraproject Limited for the year ended 31st

March, 2012 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 have disclosed to the Auditorsand the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and thesteps we have taken or propose to take for rectifying these deficiencies.

(d) We have indicated to the Auditors and the Audit Committee, wherever applicable :-(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) instances of fraud of which we have became aware and the involvement therein, if any, of the management or an employee

having a significant role in the Company’s internal control system over financial reporting.

Place: New Delhi Sanjeev Kumar Prithani Sandeep RastogiDate : 03.09.2012 Managing Director Senior Manager (F&A)

Auditors’ Certificate on Corporate GovernanceTo the Members of Brahmaputra Infraproject Limited,

We have examined the Compliance with conditions of Corporate Governance by Brahmaputra Infraproject Limited (“the Company”)for the year ended March 31, 2012, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchangesconcerned in India.

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

In our opinion and to the best of our information and according to the explanations given to us and the representations made by theDirectors and Management, we certify that the Company has complied with all the conditions of Corporate Governance as stipulatedin 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 maintained therelevant records and certified that as on 31st March, 2012 there was no investor grievance pending against the Company.

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

For A.B. Bansal and CompanyChartered Accountants

A.B.BansalPlace : New Delhi PartnerDate : 03.09.2012 M.No.:84628



AUDITORS’ REPORTToThe Members,BRAHMAPUTRA INFRAPROJECT LIMITED1. We have audited the attached Balance Sheet of BRAHMAPUTRA INFRAPROJECT LIMITED as at 31st March 2012 and also the

Statement of Profit & Loss and Cash Flow Statement for the year ended on that date annexed thereto. These financial statementsare the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statementsbased on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we planand perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.An audit includes examining on test basis evidence supporting the amounts and disclosures in the financial statement. An auditalso includes assessing the accounting principles used and significant estimates made by the management as well as evaluatingthe overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the companies (Auditor’s Report) Order, 2003 issued by the Central Government of India in terms of Section227(4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate we enclose in the Annexurea statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary 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 appears from our

examination of those books;c) The Financial Statements dealt with by this report are in agreement with the books of accounts;d) In our opinion and to the best of our information and explanation given to us, the financial statements dealt with by this report

comply with the applicable Accounting Standards referred to in section 211 (3C) of the Companies Act,1956 to the extentapplicable;

e) On the basis of written representations received from the Directors and taken on record by the Board of Directors, we reportthat none of the Directors are disqualified as on 31st March, 2012 from being appointed as a Director in terms of clause (g)of sub- section (1) of section 274 of the Companies Act,1956;

f) In our opinion and to the best of our information and according to the explanation given to us, the said accounts readtogether with the Significant Accounting Policies and Other Disclosures give the information required by the Companies Act,1956 in the manner so required and present a true and fair view in conformity with the accounting principle generallyaccepted in India in the case of;(a) the Balance Sheet, of the state of affairs of the company as at 31st March, 2012,(b) the Statement of Profit and Loss, of the profit of the company for the year ended on that date and;(c) the Cash Flow statement, of the cash flows for the year ended on that date.

For A.B Bansal and CompanyChartered Accountants

A.B. BansalPlace : New Delhi PartnerDated : 03.09.2012 M.No. 84628

ANNEXURE TO THE AUDITORS’ REPORT(Referred to in Paragraph 3 of our Report of even date)

Based on the audit procedures performed for the purpose of reporting a true and fair view on the Financial Statements of theCompany and taking into consideration the information and explanation given to us and the books of account and other recordsexamined by us in the normal course of audit, we report that;1. (a) The Company has maintained proper records of fixed assets showing full particulars including quantitative details and

situation of fixed assets. However due to frequent movement of fixed assets – movable construction equipments from site tosite, actual location of such assets has not been mentioned in the records. A significant portion of the fixed assets have beenphysically verified by the management during the year ,which in our opinion is reasonable having regard to the size of theCompany and nature of its business. No material discrepancies were noticed on such physical verification.

(b) There was no substantial disposal of fixed asset during the year under audit.2. As per information and explanations given to us, the inventories of Raw Material and construction materials at company’s sites

which includes work in progress, have been physically verified by the management at reasonable intervals during the year. In ouropinion and according to the information and explanations given to us, the procedure of physical verification of inventoriesfollowed by the management 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 at different locationsand practical difficulties, records of inventory have been maintained in ERP System and consumption booked on Quarterly basis.

3. (a) According to the information & explanation given to us, the company has not granted unsecured loans to any partiescovered in the registered maintained u/s 301 of the Companies Act, 1956.



(b) According to the information and explanation given to us, the company has taken unsecured loans from two companiescovered in the register maintained u/s 301 of the Companies Act 1956. The maximum amount outstanding during the yearwas Rs 218 Lacs (Previous Year Rs. 271.50 Lacs) and year end balance was Rs. Nil ( Previous Year - Nil) .

(c) We are of the opinion that the rate of interest and other terms and conditions on which loans, have been taken by thecompany are not prejudicial to the interest of the company.

(d) 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 and fixed assets and forthe Contract receipt and services. During the course of our audit, we have not observed any major weakness in internal controls.

5. (a) Based on our audit procedure applied by us and according to the information and explanations provided by the management,we are of the opinion that the particulars of contract and / or arrangements referred to in section that need to be entered intothe register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contractsor arrangement entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the valueof rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard toprevailing market prices at the relevant 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) (d) of the Companies Act, 1956

vide Companies (Cost Accounting Records) Rules, 2011 and we are of the opinion that prima facie the prescribed records havebeen made and maintained.

9. (a) The company, is generally regular in depositing undisputed statutory dues including Provident fund, Investor EducationProtection fund, Employees’ State Insurance, Income tax, Sales- tax, Wealth- Tax, Customs Duty, Excise Duty, Cess, EntryTax, Service Tax and other statutory dues with the appropriate authorities.

(b) According to the information and explanation given to us no undisputed amounts payable in respect of the aforesaid dueswere outstanding as on 31st March, 2012 for a period of more than six months from the date it become payable, except inrespect of the following:

S. No. Name of Dues Amount Outstanding for More Than 6 Months

1 Income Tax 35,48,664/-

2 Service Tax 7,52,209/-(c) According to the information and explanation given to us there are no dues of Income Tax , Sales Tax, Wealth Tax, Service

Tax, Custom Duty and Excise Duty which have not been deposited on account of any dispute.10. The Company has no accumulated losses for the year ended 31st March 2012 and it has not incurred any cash losses during the

said period covered by our audit or 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 not defaulted in repayment of dues to financial institutions or Banks.12. In our opinion and according to the information and explanation given to us, no Loans and Advances have been granted 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 the Companies

(Auditor’s Report) Order 2003 is not applicable to the company.14. The Company is not dealing or Trading in Shares, Debentures and other investment. However the company is holding investment

in shares of associate company and further the company is holding all the investments in its own name.15. According to the information and explanations given to us, the Company has not given bank guarantees for and on behalf of

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

obtained.17. According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company 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 any preferential Allotment of shares to the parties and companies

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 been relied upon by

us, no fraud on or by the Company has been noticed or reported during the year.For A.B Bansal and Company

Chartered AccountantsA.B. Bansal

Place : New Delhi PartnerDated : 03.09.2012 M.No. 84628



BALANCE SHEET AS AT 31ST MARCH, 2012 As at 31/03/2012 As at 31/03/2011

Particulars Note No.Rupees Rupees

I. EQUITY AND LIABILTIES

1 Shareholder’s funds(a) Share Capital “1” 70,092,000 70,092,000(b) Reserve & Surplus “2” 260,441,748 218,319,799

2 Non-current liabilities(a) Long-term Borrowings “3” 14,890,125 19,331,652(b) Deferred tax liabilities (Net) 53,199,803 50,827,363(c) Other Long-term liabilities “4” 364,775,670 152,958,665(d) Long-term Provision “5” 1,577,166 1,926,330

3 Current liabilities(a) Short-term borrowings “6” 247,103,969 111,502,329(b) Trade payables 240,948,294 47,889,562(c) Other current liabilities “7” 74,834,624 72,479,304(d) Short-term Provision “8” 793,303 6,154,108

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 1,328,656,702 751,481,112

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

1 Non-current assets(a) Fixed Assets

(i) Tangible Assets “9” 170,657,527 188,079,971(ii) Intangible Assets 254,515 331,531

(b) Non-Current investment “10” 19,994,800 19,994,800(c) Long-term loans and advances “11” 1,017,095 1,184,060(d) Other non-current assets “12” 220,464,249 204,836,497

2 Current assets(a) Inventories “13” 342,032,078 178,092,359(b) Trade receivables “14” 408,138,681 43,258,567(c) Cash & Bank Balance “15” 74,394,964 42,797,086(d) Short-term loans and advances “16” 91,702,793 72,906,241

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 1,328,656,702 751,481,112

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

Significant Accounting Policies and Other Disclosures “25”NOTE 1 to 16 and 25 form an integral part of the Balance sheet

In terms of our attached audit reports of even date

For A.B. BANSAL AND COMPANY For Brahmaputra Infraproject Ltd.CHARTERED ACCOUNTANTS

A.B. BANSAL Sanjeev Kumar PrithaniPARTNER Managing DirectorM. No. 84628

Place : New Delhi Sandeep Rastogi Parimesh Manocha Suneet Kumar TodiDate : 03.09.2012 Sr. Manager (F&A) Company Secretary Whole Time Director



STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 20122011-2012 2010-2011

Particulars Note No.Rupees Rupees

I. Revenue from Operations “17” 804,457,042 1,518,867,538

II. Other Income “18” 7,654,062 16,863,558

III. Total Revenue (I+II) 812,111,104 1,535,731,096

IV. Expenses:

Cost of Materials Consumed “19” 113,679,215 259,922,787

Changes in inventories of work-in-progress “20” (157,968,436) (2,947,128)

Employee benefits expenses “21” 59,454,978 75,650,941

Finance costs “22” 45,041,806 33,948,100

Depreciation “9” 39,125,104 39,155,323

Other Expenses “23” 648,762,244 1,012,701,775

Total Expenses 748,094,911 1,418,431,798

V. Profit before exceptional and extraordinary item and tax(III-IV) 64,016,193 117,299,298

VI. Exceptional Items 1,481,804 489,962

VII. Profit before extraordinary item and tax(V-VI) 62,534,389 116,809,336

VIII. Extraordinary item — —

IX. Profit before tax(VII-VIII) 62,534,389 116,809,336

X. Tax expenses

Current Tax 18,040,000 27,633,000

Deferred Tax 2,372,440 11,214,808

Profit for the year from continuing Operations 42,121,949 77,961,528

XIII. Earning Per equity share “24”

Basic Earning per Share 6.01 11.45

Diluted Earning per Share 6.01 11.45

Significant Accounting Policies and Other Disclosures “25”

NOTE 9, 17 to 25 form an integral part of the Statement of Profit & Loss







CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 20122011-2012 2010-2011

ParticularsRupees Rupees

A Cash Flow from Operating Activities1 Net Profit Before extraordinary Items, Exceptional Items and Tax 64,016,193 117,299,2982 Adjustment for:

Depreciation 39,125,104 39,155,323Interest paid (Net of Interest Received) 39,653,506 30,983,695Loss / (Profit) on sale of Fixed Assets (Net) 170,583 (519,940)

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

B. Operating Profit before Working Capital changes (1+2) 142,965,386 186,918,376

C. Changes in Working Capital (Excluding Cash & Bank Balance)(Increase) / Decrease in Trade and other Receivables (399,137,453) (19,843,791)(Increase) / Decrease in Inventories (163,939,719) (1,208,430)Increase / (Decrease) in Trade Payables 194,107,192 (59,169,594)

D. Cash Generated from Operations (B+C) (226,004,594) 106,696,561

E. Less : Taxes paid 18,040,000 29,987,724

F. Net Cash flow before Exceptional / Extraordinary Items (D-E) (244,044,594) 76,708,837

G. Less : Exceptional / Extraordinary Items 1,481,804 489,962

H. Net Cash from Operating Activities (F-G) (245,526,398) 76,218,875

I. Cash Flow from Investing ActivitiesPurchase of Fixed Assets (25,207,328) (16,026,255)Sale / Adjustments of Assets 3,411,101 39,478,394

------------------------------------------------------------------ ---------------------------------------------------------------Net Cash used in Investing Activities (21,796,227) 23,452,139

------------------------------------------------------------------ ---------------------------------------------------------------J. Cash Flow From Financing Activities

Proceeds from / Repayment of Long Term borrowings 207,375,478 (198,333,869)Proceeds from / Repayment of Short Term borrowings 135,601,640 66,652,066Interest Paid (Net of interest received) (39,969,944) (31,300,134)Dividend & Dividend Tax paid (4,086,671) —

------------------------------------------------------------------ ---------------------------------------------------------------Net Cash used in Financing Activities 298,920,503 (162,981,937)

------------------------------------------------------------------ ---------------------------------------------------------------K. Net Increase/(Decrease) in Cash and Cash Equivalents (H+I+J) 31,597,878 (63,310,923)

Cash and Cash Equivalents at the beginning of the year 42,797,086 106,108,009------------------------------------------------------------------ ---------------------------------------------------------------

Cash and Cash Equivalents at the end of the year 74,394,964 42,797,086======================================= =======================================







NOTE FORMING PART OF THE ACCOUNTS : 31ST MARCH, 2012

As at 31/03/2012 As at 31/03/2011PARTICULARS

Rupees Rupees

NOTE-1 : SHARE CAPITALAuthorized Share Capital80,00,000 Equity Share of Rs.10/- each 80,000,000 80,000,000(Previous Year 80,00,000 Equity Share of Rs.10/- each) ------------------------------------------------------------------ ---------------------------------------------------------------

Issued, Subscribed & Paid Up70,09,200 Equity Shares of Rs. 10/- Each fully paid up 70,092,000 70,092,000(Previous Year 70,09,200 Equity Shares of Rs. 10/- each fully paid up)

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 70,092,000 70,092,000

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

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

As at As atName of Shareholders 31st March 2012 31st March 2011

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

Suresh Kumar Prithani 1,105,200 15.77% 1,105,200 15.77%

M.L.Singhi and Associates Private Limited 1,505,200 21.47% 1,505,200 21.47%

Brahmaputra Finlease Private Limited 1,230,000 17.55% 1,230,000 17.55%

Brahmaputra Holdings Private Limited 1,210,000 17.26% 1,210,000 17.26%

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 7,009,200 7,009,200

Add: Number of Shares Issued during the year — —

Less: Number of Shares bought back during the year — —

Number of Shares outstanding at the end of the year 7,009,200 7,009,200





Rupees Rupees

NOTE-2 : RESERVE & SURPLUSSecurity Premium

Balance as per Last Financial Statement 3,240,000 3,240,000------------------------------------------------------------------ ---------------------------------------------------------------

3,240,000 3,240,000General Reserve

Balance as per Last Financial Statement 135,000,000 60,000,000Add: Transferred during the year 25,000,000 75,000,000

------------------------------------------------------------------ ---------------------------------------------------------------160,000,000 135,000,000

Profit & Loss AccountBalance as per Last Financial Statement 80,079,799 78,918,337

Add: Profit for the Year 42,121,949 77,961,528Less: Prior Period Adjustments (Tax) — (2,286,605)Less: Interim Dividend / Proposed Dividend — 3,504,600Less: Tax on Interim / Proposed Dividend — 582,071Less: Transferred to General Reserve 25,000,000 75,000,000

------------------------------------------------------------------ ---------------------------------------------------------------97,201,748 80,079,799

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 260,441,748 218,319,799

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

NOTE-3: LONG TERM BORROWINGSSECURED:

Term Loans: Non Current Current Non Current CurrentBanks 12,266,465 8,866,151 10,676,552 8,764,462Others 2,623,660 6,446,223 8,655,100 5,604,238

(Secured against hypothecation of Equipment,Machinery & personal guarantee of PromoterDirectors, Carrying Interest rate between 9 to 12.5% )

----------------------------------------------------- ----------------------------------------------------- ------------------------------------------------ ------------------------------------------------14,890,125 15,312,374 19,331,652 14,368,700

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

3.1 Maturity / Repayment Profile of Term Loan from Bank & OthersParticulars of Loan 1-2 2-3 3-4

Repayment of Bank 6,412,865 4,733,441 1,120,160Repayment of Others 2,571,896 51,763 —

--------------------------------------------------------- --------------------------------------------------------- ---------------------------------------------------------Total 8,984,761 4,785,204 1,120,160

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

NOTE-4: OTHER LONG TERM LIABILITYSECURED:

Advances from Customers 364,775,670 152,958,665(Secured against Bank Guarantee) ------------------------------------------------------------------ ---------------------------------------------------------------

364,775,670 152,958,665======================================= =======================================





Rupees Rupees

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

Provision for Gratuity 946,846 2,353 1,077,419 3,181Provision for Leave Encashment 630,320 196,030 848,911 200,538

--------------------------------------------------- --------------------------------------------------- ------------------------------------------------ ------------------------------------------------1,577,166 198,383 1,926,330 203,719

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

NOTE-6: SHORT-TERM BORROWINGSLOANS REPAYABLE ON DEMAND

1. Working Capital Facilities from Banks- Cash Credit facilities 247,103,969 61,502,329

(Under Consortium and secured by hypothecationof Stock & Book-Debts along with UnencumberedFixed Assets of the company and personal Guaranteeof the Promoter/Director and also supported with collateralSecurity of one Property of Promoter relative at Rajasthan.Carrying interest rate at Base Rate+ spread up to 4.25%)

2. Corporate Loan — 50,000,000(Under Consortium and secured by hypothecation of Stock &Book-Debts along with Unencumbered Fixed Assets of thecompany and personal Guarantee of the Promoter/Director andalso supported with collateral Security of one Property of Promoterrelative at Rajasthan)

------------------------------------------------------------------ ---------------------------------------------------------------247,103,969 111,502,329

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

NOTE-7: OTHER CURRENT LIABILITIESExpenses Payable 10,248,647 10,351,150Advance From Customer 13,915,487 —Directors Remuneration Payable 188,080 64,700TDS, Sales Tax & Service Tax Payable 10,875,346 15,793,511Bonus Payable 940,265 697,312Unclaimed Dividend 450,929 364,043SD/Retention/ Withheld from Sub-contractor 22,903,496 30,839,888Current maturities of long-term debt (Refer Note No.3) 15,312,374 14,368,700

------------------------------------------------------------------ ---------------------------------------------------------------74,834,624 72,479,304

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

NOTE-8: SHORT-TERM PROVISIONProposed Dividend — 3,504,600Tax on Proposed Dividend — 582,071Provision for Gratuity (Refer Note No.5) 2,353 3,181Provision for Leave Encashment (Refer Note No.5) 196,030 200,538Provision for Income Tax (Net of Advance Income Tax & TDS) 594,920 1,863,718

------------------------------------------------------------------ ---------------------------------------------------------------793,303 6,154,108

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


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Rupees Rupees

NOTE-10: NON CURRENT INVESTMENT1. Long Term - Equity (Unquoted, at cost)

In Associates :

270,200 (270,200) Equity Shares ofBrahmaputra Infrastructure Ltd. of Rs. 10/- each 19,994,800 19,994,800

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 19,994,800 19,994,800

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

NOTE-11: LONG TERM LOANS AND ADVANCE(Unsecured, considered good)

Security Deposit 1,017,095 1,184,060------------------------------------------------------------------ ---------------------------------------------------------------

1,017,095 1,184,060======================================= =======================================

NOTE-12: OTHER NON-CURRENT ASSETS(Unsecured, considered good)

Retention Money By Client 166,174,608 150,546,856

Insurance Claim Receivable (JP Associates) 54,289,641 54,289,641------------------------------------------------------------------ ---------------------------------------------------------------

220,464,249 204,836,497======================================= =======================================

NOTE-13: INVENTORIES [AT COST](I) Work in Progress

EPC Division 322,426,845 166,145,054

(II) Construction Material

Building Material & Spares 19,605,233 11,947,305------------------------------------------------------------------ ---------------------------------------------------------------

TOTAL 342,032,078 178,092,359======================================= =======================================

NOTE-14: TRADE RECEIVABLES(Unsecured, considered good)

From Associatesi) Debts outstanding for a period exceeding six months — —ii) Debts outstanding for a period less than six months — 14,853,869

From Othersi) Debts outstanding for a period exceeding six months 237,004,319 82,749ii) Debts outstanding for a period less than six months 171,134,362 28,321,949

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 408,138,681 43,258,567

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





Rupees Rupees

NOTE-15: CASH & BANK BALANCECash & Cash EquivalentsCash In Hand 1,345,845 880,396Balances with Scheduled bank in Current Account

Earmarked for Unpaid Dividend 450,929 364,043Others 2,415,004 1,404,659

Margin Money Deposit- In FDR Accounts 70,183,186 40,147,988(including Interest Accrued thereon)(pledged with Bank as Security against Bank Gurantee and Letter of Credit)(Including Rs. 2,44,18,106/- Having maturity after one Year)

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 74,394,964 42,797,086

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

NOTE-16: SHORT-TERM LOANS & ADVANCES(Unsecured, considered good)Prepaid Expenses 5,191,583 2,774,166Withheld By Clients 20,471,299 8,672,888Other Receivable

(i) From Related Parties ( Associate Company) 10,000,000 —(ii) From Others 140,169 157,052

Insurance Claim Receivable 2,267,596 6,694,396Mobilization Advance to Contractor 2,750,000 —WCT/Input Tax 50,882,146 54,607,739

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 91,702,793 72,906,241

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

2011-2012 2010-2011PARTICULARSRupees Rupees

NOTE-17: REVENUE FROM OPERATIONSCivil Contracts / Projects 804,457,042 1,518,867,538

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 804,457,042 1,518,867,538

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

NOTE-18: OTHER INCOMEMachine Hiring Charges 840,210 983,403Miscellaneous Income 1,425,552 165,750Interest Received on FDR 5,388,300 2,964,405Income on Surrender of Property — 12,750,000

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 7,654,062 16,863,558

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

NOTE-19: COST OF MATERIAL CONSUMEDRaw Material Consumed 113,679,215 259,922,787

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 113,679,215 259,922,787

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





NOTE-20: CHANGE IN INVENTORIES OF WORK-IN-PROGRESSWIP at end of the Year 322,426,845 164,458,409WIP at beginning of the Year 164,458,409 161,511,281

------------------------------------------------------------------ ---------------------------------------------------------------157,968,436 2,947,128

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

NOTE-21: EMPLOYEE BENEFITS EXPENSESSalary & Wages 56,372,305 71,293,501Bonus, Gratuity & Leave Encashment (111,548) 528,493Mess Expenses 1,146,191 1,946,562Medical Reimbursement 812,721 1,019,141Contribution to Provident & Other Funds 429,619 216,579Employee’s welfare 805,690 646,665

------------------------------------------------------------------ ---------------------------------------------------------------TOTAL 59,454,978 75,650,941

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

NOTE-22: FINANCE COSTa) Interest Expenses

i) On Borrowing 33,181,943 27,078,924ii) On Delayed Payment of TDS 555,896 263,009iii) Others 1,145,347 253,998

------------------------------------------------------------------ ---------------------------------------------------------------34,883,186 27,595,931

------------------------------------------------------------------ ---------------------------------------------------------------b) Other Borrowing Cost 10,158,620 6,352,169

------------------------------------------------------------------ ---------------------------------------------------------------10,158,620 6,352,169

------------------------------------------------------------------ ---------------------------------------------------------------Grand Total 45,041,806 33,948,100

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

NOTE-23: OTHER EXPENSESDirect Expenses

Diesel Oil & Lubricants 30,295,318 49,251,721Machinery Rental Charges 18,353,173 43,391,952Entry Tax Paid 19,684 345,673Freight & Cartage 6,068,143 12,725,945Labour Charges 58,269,733 73,204,118Road Tax& Permit expences 244,366 254,200Stores & Spares Consumed 20,555,173 23,996,581Survey/Lab Testing Exp 377,380 511,373Temporary Construction at site ( Net of Recovery) 2,513,683 (420,554)Design Consultancy expenses 249,800 2,040,550Security Exp at site 5,282,379 7,022,139Site operation expenses 474,185,660 758,901,266Taxi Hire Charges 2,437,089 3,954,961Discount Received (24,678) (1,946,260)Insurance Expenses 1,440,207 1,828,971Repair & Maintenance (Machinery) 2,891,310 2,204,764Sales Tax on Works Contract 8,326,173 16,934,696Service Tax Paid 2,225,177 4,331,944

------------------------------------------------------------------ ---------------------------------------------------------------Total 633,709,770 998,534,040

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





Adminitrative ExpenseAdvertisement & Publicity 90,370 130,346Business promotion Exp 677,813 303,924Director sitting fee 665,000 335,000Directors Travelling Exp. - Foreign 597,881 —Directors Travelling Expenses 60,276 42,658Electricity Charges (Sites) 147,838 —Filing & Listing Fees 74,281 48,079(Profit)/Loss on Sale/ Transfer of Fixed Assets 170,583 (519,940)Office Expenses 1,985 43,637Postage & Courier 43,027 17,661Telephone Expenses 1,684,871 2,462,113Printing & Stationery 465,025 661,508Legal & Professional 2,894,404 1,401,515Rent 1,936,037 2,539,632Repair & Maintenance (Others than Machinery) 601,041 681,431Conveyance 3,776,192 4,108,273Travelling Expenses (Others) 458,978 396,496Hotel Boarding & lodging Exp. (Others) 3,500 182,568Vehicle Running Expenses 388,288 954,181Donation 60,000 12,257Penalties 15,885 120,610Other Expenses 14,479 25,186

AUDITORS REMUNERATIONSAudit Fees 168,540 165,450Tax Audit Fees 56,180 55,150

------------------------------------------------------------------ ---------------------------------------------------------------Total 15,052,474 14,167,735

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

GRAND TOTAL 648,762,244 1,012,701,775======================================= =======================================

NOTE-24:EARNING PER SHARE (EPS)Net Profit as per statement of Profit & Loss 42,121,949 77,961,528Less: Prior Period Adjustments (Tax) — (2,286,605)Net profit after tax as per Statement of Profit & Loss attributable to- 42,121,949 80,248,133— Equity Share HolderWeighted Average number of equity shares used asdenominator for calculation EPS 7,009,200 7,009,200Basic and Diluted Earnings Per Share 6.01 11.45Face value per Equity share ( In Rs.) 10 10



NOTE NO.25SIGNIFICANT ACCOUNTING POLICIES AND OTHER DISCLOSURES FORMING PART OF BALANCE SHEET AS ON 31st

MARCH 2012 AND STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDING ON THAT DATE.

A. COMPANY INFORMATION

Brahmaputra Infraproject Limited is an EPC Contractor and handling infrastructure development projects like construction ofBridges & Flyovers, Highways, Expressways, Building Construction etc. The registered office of the company is situated atA-7, Mahipalpur, New Delhi – 37. The Equity Shares of the company are listed in Bombay Stock Exchange and Delhi StockExchange.

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 and in accordance with the standards on accountingissued by the Institute of Chartered Accountants of India referred to in section 211(3C) of the Companies Act, 1956 asnotified by Companies (Accounting Standard) Rules, 2006.

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

Income from construction contracts is recognized by reference to the stage of completion of the contract activity ascertified by the client.

4 Employee benefit

a) Contribution to Provident Fund, Family Pension and ESI Scheme are accounted for on actual payment basis and ischarged to profit and loss account of the year. The eligible employees of the company are entitled to receivebenefits under Provident Fund, a defined contribution plan in which both employees and the company makesmonthly contributions at a specified percentage of the covered employees salary, to the provident fund/ESI authorities.

b) Liability on account of leave encashment and gratuity is provided on the basis of Actuarial Certificate as prescribedby Accounting Standard 15 “Employee Benefits”.

5 Investment

Long term investments are stated at cost. No provision is made for diminution in their value.

6 Inventory

All inventories consisting of Work in Progress (Contract), Materials and stores in hand has been valued at cost ascertified by the Management.

7 Fixed assets.

Fixed Assets has been stated at cost less accumulated depreciation. Cost includes purchase price and all other attributablecost of bringing the assets to working condition for intended use.

8 Depreciation

Depreciation is provided on straight line method as per rates specified in Schedule XIV to the Companies Act, 1956except Depreciation on Shuttering Material which has been charged on the basis of useful life estimated of 4 year by theManagement taking into account 20% scrap value at the end of the useful life.

9 Contingent liabilities

Contingent Liabilities not admitted by the company are not provided for in the accounts but are disclosed by way ofNotes to Accounts.

10 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 are measuredusing the tax rates enacted or substantively enacted by the balance sheet date.



11 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.

12 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.

13 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.

14 Insurance claims lodged / Receivable with insurance companies have been accounted for in the books at the valueestimated by the management.

C. OTHER DISCLOSURES

1 Contingent Liabilities not provided for :

(i) Guarantees given by banks towards performance, financial and contractual commitments on behalf of the CompanyRs.7877.85 Lacs (Net of Margin) (previous year Rs 3366.74 Lacs)

(ii) Letter of Credit o/s as on 31-03-12 Rs.59.82 Lacs (Net of Margin) (Previous Year Rs.Nil )

2 The Balance of Security Deposit/Retention Money, Earnest Money, Withheld Money, Trade Receivables, Loans &Advances and Trade Payable are subject to their confirmation.

3 Trade Payable are shown net of Business Advances.

4 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.

5 Remuneration to Managing Director & Whole time Directors as under :

Year ended Year endedParticulars

31.03.12 31.03.11(Rs.) (Rs.)

Salary 2,924,517 1,920,000

Perquisites/ Accommodation Rental 1,299,030 1,405,260

TOTAL 4,223,547 3,325,260

6 Related Party Disclosure pursuant to Accounting Standard (AS) 18 is as follows:

List of Related Party:

(1) Associates:i. Brahmaputra Finlease (P) Ltd. ii. Brahmaputra Promoters & Developers Ltd.iii. M L Singhi & Associates (P) Ltd. iv. Meghalaya Infratech Limitedv. Satluj Infrastructure Ltd.

(2) Key Management Personnel & their relatives:vi. Suresh Kumar Prithani vii. Sanjeev Kumar Prithani, Managing Directorviii. Suneet Kumar Todi, Wholetime Director ix. S.C. Gupta, Directorx. Om Kumar, Director xi. Rajesh Sharma, Directorxii. Gopal Bachani xiii. Kiran Prithani, Relativexiv. Nikita Prithani, Relative



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 31st March 2012. (Rs.in Lacs)

Key ManagementS.No Nature of Transactions Associates Personnel & their

relatives

i) Purchase of Material/ Services/Fixed Assets/ Rent/Interest Paid 2.68 12.00(18.33) (11.00)

ii) Sale of Material/ Services/ Fixed Assets/ Rent 64.93 Nil(1286.78) (Nil)

iii) Managerial Remuneration/Perks Nil 42.24(Nil) (33.25)

iv) Sitting Fee Nil 6.65(Nil) (3.35)

v) Loan received during the year 787.85 Nil(1377.70) (Nil)

vi) Loans Repaid during the year 787.85 Nil(1377.70) (Nil)

vii) Business Advance given during the year 265.00 Nil(Nil) (Nil)

viii) Business Advance received back during the year 165.00 Nil(Nil) (Nil)

Outstanding at year end.

ix) Payables 2.41 5.89(19.16) (2.94)

x) Receivables 100.00 Nil(148.54) (Nil)

xi) Investments Outstanding 199.95 Nil

(199.95) (Nil)

Note: figures in ( ) relates to previous year ended 31.03.2011

7 In the opinion of the Directors, the Current Assets, Non Current Asstes, Insurance Claims Receivable, Loan & Advances(excluding Security deduction/Retention money) have a value on realization in ordinary course of business at leastequal to the amount at which they are stated in the Balance Sheet.

8 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.

9 The Company has not employed any employee whose salary exceed the limit specified U/s 217 (2A) of the CompaniesAct 1956.

10 Segment Reporting

The Company’s operation mainly comprises of only one segment i.e. Civil Contract Services & therefore there are noother business/geographical segments to be reported as required under accounting Standard (AS-17) “SegmentReporting” issued by the Institute of Chartered Accountants of India. Hence requirements of segment reporting doesnot applicable to the company.

11 There is no impairment loss on fixed assets is recognized or reversed during the year pursuant to Accounting Standard(AS) 28.

12 Information pursuant to provision of part II of Schedule VI of the Companies Act, 1956 wherever applicable are asfollows:- (Rs. in Lacs)

S.No. Particulars 2011-2012 2010-2011

I (A) Income from Operations 8,044.57 15,188.68

(B) Other Income 76.54 168.64

(C) Profit Before Tax 625.34 1,168.09

(D) Profit After Tax 421.22 779.62

(E) Dividend Nil 35.05

II (A) Value of Import on CIF basis Nil Nil

(B) Expenses in Foreign Currency 3.07 Nil

(C) Earning in Foreign Currency Nil Nil

13 Deferred Tax LiabilityThe break up of tax effect of timing differences is given as under: (Amount in Rs.)

S. Opening as at Charge/(Release) Closing as atItem of timing Difference

No. 01.04.2011 during the year 31.03.20121 Depreciation 2,673,530 (2,813,004) (139,474)

2 Retention Money Adjustment 48,844,927 5,070,427 53,915,354

3 Transitional Provision Gratuity / (691,094) 115,017 (576,077)Leave Encashment

Total 50,827,363 2,372,440 53,199,803

14 The financial statement for the year ended March 31, 2011 had been prepared as per the then applicable, pre-revisedSchedule VI to the companies Act, 1956. Consequent to the notification of Revised Schedule VI under the CompaniesAct, 1956, the financial statements for the year ended March 31, 2012 have been prepared as per Revised Schedule VI.Accordingly, the previous year figures have also been reclassified to conform to this year’s classification. The adoptionof Revised Schedule VI for previous year figures does not impact recognition and measurement principles followed forpreparation of financial statements.

15 Exceptional Items includes Loss Due to Farmer Agitation at Yamnua Expressway and Prior Period Items.

16 Search and Seizure Operation under Income Tax Act:Search assessment u/s 153A are still in progress. However No Demand has been raised till date.





Brahmaputra Infraproject LimitedRegd. Office : Brahmaputra House, A-7, Mahipalpur (NH 8 – Mahipalpur Crossing), New Delhi – 110 037

PROXY FORM

Folio No. / Cleint ID No. ............................... No. of equity shares held..........................

I/We...............................................................................................of........................................................................... in the district

of.................................................................................................................being a Member/Members of the above Company hereby appoint

Sh./Smt...................................................................................................of.................................................................................... in the district

of..........................................................or failing him her Sh./Smt...............................................of......................................... in the district

of ............................................................. as my/our proxy to vote for me/us on my/our behalf at the 20th Annual General Meeting of the

Company to be held on Saturday, the 29th day of September, 2012 at Govindam Banquet, Behind Mother Dairy, Sector-7, Dwarka, New

Delhi – 110075, at 10.00 a.m. and any adjournment thereof.

Signed this.............................................day of............................2012.

Signature...........................................

Note : The form should be signed across the stamp as per specimen signature registered with the Company. The proxy form must

reach the Registered Office of the Company not less than 48 hours before the time fixed for holding the aforesaid meeting.

Brahmaputra Infraproject LimitedRegd. Office : Brahmaputra House, A-7, Mahipalpur (NH 8 – Mahipalpur Crossing), New Delhi – 110 037

ATTENDANCE SLIP

PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL.

Name of the Attending Member (In Block Letters)...................................................................................................................................

Member's Registered Folio Number........................................................................................................................................................

Name of Proxy (In Block Letters).............................................................................................................................................................

(To be filled in if the proxy attends instead of the member)....................................................................................................................

No. of Shares held..................................................................................................................................................................................

I hereby record my presence at the 20th Annual General Meeting held at Govindam Banquet, Behind Mother Dairy, Sector-7, Dwarka,New Delhi – 110075 on 29th day of September, 2012.

.............................................

Member's/Proxy's Signature

Affix aRevenue

Stamp

Kindly bring your copy of Annual Report at the Annual GeneralMeeting as copies of the report will not be distributed at Meeting

Tear Here

20th Annual Report 2011-2012

Fir

st

Impre

ssio

n :

9811

224048, 120-4

2717

70-6

BOOK-POST

Corporate & Registered OfficeBrahmaputra House, A-7 Mahipalpur

(NH 8 - Mahipalpur Crossing), New Delhi - 110 037Phone : +91-11-42290200 (50 Lines), Fax : +91-11-46168880, 26787068

E-mail : [email protected]

Brahmaputra Infraproject LimitedIf undelivered, please return to:

Brahmaputra Infraproject LimitedContributing towards nation building

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