MIRA INFORM REPORT

Report Date :

14.11.2014

IDENTIFICATION DETAILS

Name :	BRIGADE ENTERPRISES LIMITED
Registered Office :	29 & 30th Floor, World Trade Center, 26/1, Brigade Gateway, Dr. Rajkumar Road, Malleswaram – Rajajinagar, Bangalore – 560055, Karnataka
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	08.11.1995
Com. Reg. No.:	08-019126
Capital Investment / Paid-up Capital :	Rs. 1122.519 Millions
CIN No.: [Company Identification No.]	L85110KA1995PLC019126
IEC No.:	Not Available
TAN No.: [Tax Deduction & Collection Account No.]	Not Available
PAN No.: [Permanent Account No.]	Not Available
Legal Form :	A Public Limited Liability company. The company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Construction Activity
No. of Employees :	498 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (53)

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Maximum Credit Limit :	USD 36400000
Status :	Good
Payment Behavior :	Regular
Litigation :	Exist
Comments :	Subject is a well-established and a reputed company having fine track. Trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitments. The company can be considered normal for business dealings at usual trade terms and conditions.

NOTES:

Any query related to this report can be made on e-mail: infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – June 1, 2014

Country Name	Previous Rating (31.03.2014)	Current Rating (01.06.2014)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INDIAN ECONOMIC OVERVIEW

N E W S

Verdict Implications: Apex court order may alter coal import dynamics. Traders go slowly on talks over coal supply contracts, uncertainty over cancellation of blocks weigh on stocks.

Recent arrest of the Chennai head of the Registrar of Companies, the ministry of corporate affairs arm that ensures that companies file all the information required by the Companies Act is the latest manifestation of a messy fight between a father and his adopted son for the control of Rs 40000 mn Business Empire. The Central Bureau of Investigation arrested Manumeethi Cholan after he accepted Rs 10 lakhs as bribe from M A M Ramaswamy, a CBI official said.

Central Bureau of Investigation books Electrotherm for cheating Central Bank of Rs 4360 mn.

Infosys maintains revenue guidance. COO Rao says attrition still an area of concern and it would take a few more quarters to bring down levels to 13-15 %.

DHL to invest Euro 100 mn in India over next 2 years. The firm has chosen India to pilot its e-commerce business model for the Asia-Pacific region.

Blackstone may buy stake in Blue Ridge SEZ in line with the fund’s real estate strategy in India.

Kingfisher Airlines Ltd grounded in October 2012 under the weight of heavy debt and accumulated losses, recently approached the Delhi high court for relief in two separate cases. The airline challenged a notice by Punjab & National Bank alleging that It had willfully defaulted on Rs 7700 mn of loans and sought more time to comply with the requirements under the listing agreements with the Stock Exchanges.

On Mobile likely to sack another 300 employees. The lay-offs follow a spate of senior-level exits over the past two years, starting with of its founder. The overall lay-offs could number around 600 and are driven by the need to cut costs, says a former employee.

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	Long Term Rating= “A”
Rating Explanation	Adequate degree of safety and law credit risk.
Date	September 05, 2014

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2014.

INFORMATION DENIED BY

Management non-co-operative (91-80-41379200)

LOCATIONS

Registered Office :	29 & 30th Floor, World Trade Center, 26/1, Brigade Gateway, Dr. Rajkumar Road, Malleswaram – Rajajinagar, Bangalore – 560055, Karnataka, India
Tel. No.:	91-80-41379200
Fax No.:	91-80-22210784
E-Mail :	omprakash@brigadegroup.com
Website :	www.brigadegroup.com

DIRECTORS

As on: 31.03.2014

Name :	Mr. M. R. Jaishankar
Designation :	Chairman and Managing Director
Name :	Ms. Githa Shankar
Designation :	Wholetime Director
Name :	Mr. P. M. Thampi
Designation :	Independent Director
Name :	Mr. M. R. Shivram
Designation :	Director
Name :	Mr. M. R. Gurumurthy
Designation :	Director
Name :	Mr. P. V. Maiya
Designation :	Independent Director
Name :	Dr. Anumolu Ramakrishna
Designation :	Independent Director
Name :	Dr. K. R. S. Murthy
Designation :	Independent Director
Name:	Mr. Arbon Raman
Designation :	Independent Director

KEY EXECUTIVES

Name :	Mr. P. Om Prakash
Designation :	Company Secretary

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As On 30.09.2014

Names of Shareholders	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	64602739	57.55
Bodies Corporate	131517	0.12
Sub Total	64734256	57.67
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	64734256	57.67
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	2303307	2.05
Financial Institutions / Banks	880325	0.78
Foreign Institutional Investors	5372422	4.79
Sub Total	8556054	7.62
(2) Non-Institutions
Bodies Corporate	2671704	2.38
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 lakh	5044938	4.49
Individual shareholders holding nominal share capital in excess of Rs.0.100 lakh	30921353	27.55
Any Others (Specify)	323635	0.29
Trusts	165	0.00
Non Resident Indians	294591	0.26
Clearing Members	28679	0.03
Directors & their Relatives & Friends	200	0.00
Sub Total	38961630	34.71
Total Public shareholding (B)	47517684	42.33
Total (A)+(B)	112251940	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	112251940	0.00

BUSINESS DETAILS

Line of Business :	Construction Activity
Products :	Not Available
Brand Names :	Not Available
Agencies Held :	Not Available
Exports :	Not Divulged
Imports :	Not Divulged
Terms :
Selling :	Not Divulged
Purchasing :	Not Divulged

GENERAL INFORMATION

Suppliers :

Not Divulged

Customers :

Not Divulged

No. of Employees :

498 (Approximately)

Bankers :

• Allahabad Bank
• Bank of Baroda
• Bank of India
• Corporation Bank
• Indian Overseas Bank
• Karur Vysya Bank
• Punjab National Bank
• State Bank of India
• United Bank of India

Facilities :

(Rs. In Millions)

Secured Loan	As on 31.03.2014	As on 31.03.2013
Long-term borrowings
Term loans from banks Secured	6349.100	7795.800
Short-term borrowings
Secured loans repayable on demand	163.900	200.500
Loan from other parties	0.000	96.900
Total	6513.000	8093.200

Banking Relations :	--
Auditors :
Name :	Narayanan, Patil and Ramesh Chartered Accountants
Address :	54/1, 1st Main Road, Sheshadripuram, Bangalore – 560 020, Karnataka, India
Internal Auditors :	Grant Thorton, Wings, First Floor, 16/1, Cambridge Road, Halasuru, Bangalore - 560008, Karnataka, India
Subsidiary :	Brigade Hospitality Services Limited (formerly known as Brigade Hospitality Services Private Limited) Brigade Tetrarch Private Limited Brigade Estates and Projects Private Limited Brigade Properties Private Limited Brigade Infrastructure and Power Private Limited WTC trades and projects private limited. Orion mall Management Company limited. Prosperita hotel ventures limited
Associate and Joint Venture :	Tandem Allied Services Private Limited BCV Developers Private Limited BCV Estate Private Limited CV Properties (Bangalore)Private Limited
Other related parties where common control exists:	Mysore holdings private limited Indian Music Experience Trust Celebration Catering and Events, LLP Brigade foundation M.R. Jaishnkar (HUF)

CAPITAL STRUCTURE

As On 31.03.2014

Authorized Capital:

No. of Shares	Type	Value	Amount
150000000	Equity Shares	Rs. 10/- each	Rs. 1500.000 Millions

Issued, Subscribed & Paid-up Capital:

No. of Shares	Type	Value	Amount
112251940	Equity Shares	Rs. 10/- each	Rs. 1122.519 Millions

RECONCILIATION OF THE SHARES OUTSTANDING AT THE BEGINNING AND AT THE END OF THE REPORTING PERIOD

Particular	No. of Share
Shares outstanding at the beginning of the year	112,251,940
Shares outstanding at the end of the year	112,251,940

Details of shareholders’ holding equity shares more than 5%

Name of the shareholder	No. of Share	% holding
M R Jaishankar	230	21.00
Githa Shankar	187	17.00
Nirupa Shankar	93	8.00

The company has not issued any bonus shares during the period of 5 years immediately preceding the reporting date.

DISCLOSURES PURSUANT TO GUIDANCE NOTE ON ESOP:

The Company instituted an Employees Stock Option Scheme (‘ESOP 2011’) pursuant to the Compensation Committee and Shareholders’ resolution dated October 29, 2013 and August 11, 2011 respectively. As per ESOP 2011, the Company granted 23, 24,300 options comprising equal number of equity shares in one or more tranches to the eligible employees of the Company and its subsidiaries. The employee will have the option to exercise the right within five years from the date of vesting of options. Under ESOP 2011, a total of 23, 24,300 options have been granted. The options under this grant would vest to the employees equally as 25% of the total grant every year at the end of first, second, third and fourth year from the date of the grant respectively, with an exercise period of five years from the date of respective vesting.

The vesting conditions include completion of one, two, three and four years of service. These options are exercisable at a price of ` 50/- which would be a discount to the market price of Company’s shares on the date of grant. Options under the plan are granted to be vested over a period of four years and are settled by Equity Shares being allotted to the beneficiary, upon exercise. The Company uses the intrinsic value method for determination of the employee stock compensation expense, the impact on the reported given below:

Particular	2013-14
Net Profit After Tax	898.000
Add: Employee Stock compensation under Intrinsic Value	1.300
Less: Employee Stock compensation under Fair Value	5.400
Proforma Profit	893.900
EPS Basic –As Reported	8.000
As per Proforma Profit	7.96
EPS – Diluted – as Reported	7.99
As Per Proforma Profit	7.96

THE FOLLOWING INFORMATION RELATES TO THE EMPLOYEE STOCK OPTIONS AS ON MARCH 31, 2014:

Particular	Number of Options	Weighted average Exercise Price	Weighted average Contractual life of options as on date of Grant
Outstanding at the beginning of the year	Nil
Add: Option Granted During the Year	2324300	50	7.08
Less: Lapsed / forfeited / cancelled during the year	Nil
Outstanding at the end of the year	2324300	50	7.08
Exercisable at the end of the year	Nil
Exercised during the year	Nil

ASSUMPTIONS USED IN DETERMINATION OF THE FAIR VALUE OF THE STOCK OPTIONS UNDER THE BLACK MODEL AS:

Particular	1st Vesting	2nd Vesting	3rd Vesting	4th Vesting
Weighted Average Remaining Contractual Life in options (Years)	1	2	3	4
Weighted Average Exercise Price	50.00	50.00	50.00	50.00
Historical Volatility	51.62	49.92	46.93	44.70
Life of the options granted (vesting and exercise period) in years	1	2	3	4
Expected dividends per share	1.5	1.5	1.5	1.5
Average risk-free interest rate	9.86	9.02	8.96	9.03
Expected dividend yield	2.65	2.65	2.65	2.65

FINANCIAL DATA

[All figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2014	31.03.2013	31.03.2012
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	1122.500	1122.500	1122.519
(b) Reserves & Surplus	11594.500	10958.500	10503.074
(c) Money received against share warrants	12.800	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	12729.800	12081.000	11625.593
(3) Non-Current Liabilities
(a) long-term borrowings	6349.100	7795.800	6834.698
(b) Deferred tax liabilities (Net)	355.000	264.600	201.883
(c) Other long term liabilities	1042.900	960.800	1224.522
(d) long-term provisions	22.500	4.200	38.658
Total Non-current Liabilities (3)	7769.500	9025.400	8299.761
(4) Current Liabilities
(a) Short term borrowings	163.900	297.400	99.807
(b) Trade payables	961.500	782.000	1112.050
(c) Other current liabilities	7422.300	4961.200	4884.612
(d) Short-term provisions	508.000	376.500	543.681
Total Current Liabilities (4)	9055.700	6417.100	6640.150
TOTAL	29555.000	27523.500	26565.504
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	11605.300	9847.500	4404.177
(ii) Intangible Assets	73.700	79.100	85.302
(iii) Capital work-in-progress	1879.300	3562.300	9249.970
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	1330.000	922.900	206.537
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	3073.800	3505.100	3709.506
(e) Other Non-current assets	33.700	33.600	1544.452
Total Non-Current Assets	17995.800	17950.500	19199.944
(2) Current assets
(a) Current investments
(b) Inventories	7124.500	6029.800	5075.584
(c) Trade receivables	350.100	155.700	331.726
(d) Cash and cash equivalents	405.300	350.700	393.115
(e) Short-term loans and advances	3669.600	3015.000	1553.891
(f) Other current assets	9.700	21.800	11.244
Total Current Assets	11559.200	9573.000	7365.560
TOTAL