B&B Realty Ltd
Chairman Speech
Chairman
Dear Shareholder,
GREEN INITIATIVE IN CORPORATE GOVERNANCE
As part of the 'Green Initiative in Corporate Governance", the Ministry of
Corporate Affairs (MCA), Government of India, through its Circular Nos. 17/2011 and
18/2011, dated April 21, 2011 andApril 29, 2011 respectively, has allowed companies to
send official documents to their shareholders electronically considering its legal
validity under the Information Technology Act, 2000.
Ecological sustainability Is an increasing need of the modern world. The much welcomed
initiative of MCA,taken in cognizance of this need, offers you the benefit of receiving
communications faster and does away with the risk of loss of documents in postal transit.
Your conscious decision to opt for electronic form of communication will actively
contribute in your Company's Corporate Social Responsibility initiatives and help in
reduction of paper consumption resulting in a greener environment.
Being a Company with strong focus on green initiatives, BftB Realty Ltd proposes to
send all shareholder communications such as the notice of General Meetings, Audited
Financial Statements, Directors' Report, Auditors' Report, etc., henceforth to
shareholders in electronic form to the E-mail Id provided by them and made available to us
by the Depositories.
Currently, we do not have your E-mail Id on our records. Keeping in view the spirit of
the MCA directive, we request you to register yourself for receiving electronic
communications in lieu of physical form by returning the duly filled-in and signed form
appended below. Simultaneously, we request you to register your E-mail Id with your
Depository Participant and inform them of any changes to the same from time to time.
In case you desire to receive future communications in physical form, please return the
duly filled-in and signed form appended below after selecting your preference to that
effect.
We attach a self-addressed pre-paid envelope for returning the duly filled-in and
signed form.
Please be informed that the full text of all electronic communications shall be made
available in an easily navigable format on our website www.bbrl.in under the Investors
section.
We will also notify the date of the AGM and the availability of Annual Report on our
website in prominent national and regional newspapers. As always, physical copies of all
communications will be available at our Registered Office for inspection during office
hours.
We are sure, that as a responsible citizen, you will whole-heartedly support this
initiative by opting for electronic receipt of future communications.
Best Regards,
Realty Limited
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B&B Realty Ltd
Directors Reports
The Shareholders,
Your Directors have pleasure in presenting the Annual Report together with the Audited
Statement of the Accounts for the financial year ended on 31st March 2023. The
Management Discussion and Analysis Report which is required to be furnished as per SEBI
(Listing Obligations and Disclosure Requirements), 2015 (hereinafter referred to as
Listing Regulations) has been included in the Directors Report to avoid duplication and
repetition.
COMPANY PERFORMANCE OVERVIEW
(in Rs)
Particulars |
FY 2022-23 |
FY 2021-22 |
| Total Revenue |
3,37,000 |
487,23,000 |
| Total Expenditure |
85,49,000 |
462,88,000 |
| Profit before Exceptional and Extraordinary Items and |
(82,12,000) |
24,35,000 |
| Tax |
|
|
| Less Exceptional Items |
00 |
00 |
| Less: Extraordinary Items |
00 |
00 |
| Profit or (Loss) before Tax |
(82,12,000) |
24,35,000 |
| Less: Current Tax |
0 |
0 |
| Less: Deferred Tax |
0 |
0 |
| Profit or (Loss) after Tax |
(82,12,000) |
24,35,000 |
OPERATIONAL OVERVIEW
During the year the company has incurred a loss of Rs 82,12,000 for the year ended 31st
March 2023. The company has made significant strides in establishing a notable presence
within the real estate sector by strategically acquiring a diverse portfolio of land
assets. These investments have been carefully cultivated to reach a stage where they are
poised to yield substantial revenue, commencing from the upcoming fiscal year 2023-2024.
Through astute planning and prudent management, the company has positioned itself to
harness the inherent value of its land holdings, translating them into a sustainable
source of income. This forward-looking approach underscores the company's commitment to
long-term growth and its vision for contributing meaningfully to the real estate market's
evolution in the years ahead.
RESERVES
The Board of Directors of your Company, has decided not to transfer any amount to the
Reserves for the year under review.
DIVIDEND
The Board of Directors of your Company, after considering holistically the relevant
circumstances, has decided that it would be prudent, not to recommend any Dividend for the
year under review.
HUMAN RESOURCE DEVELOPMENT
Human Capital is the most precious asset in any organization. The Company has a strong
and diverse workforce where every employee is involved as "partners" in the
progress. The intangible asset comprises all the competencies of the people within the
organization in terms of education, experience, potential and capacity.
Employee relations continue to be smooth and cordial and the work atmosphere remained
congenial throughout the year.
QUALITY INITIATIVES
The Company continues to sustain its commitment to the highest levels of quality,
superior service management, robust information security practices and mature business
continuity management.
SUBSIDIARY COMPANIES
The Company has nil Subsidiaries
DIRECTORS
In accordance with the provisions of the Companies Act 2013 and the Articles of
Association of the Company, Mrs Rubina Bhandari, Director retires by rotation at the
forthcoming Annual General Meeting and expresses their desire to be reappointed. Their
appointment has been taken as point 1 of the Notice annexed with this Annual Report.
During this year, Company faced a sad news of sudden demise of Mr Paresh Vinodray
Dhruv, Non Executive Non Independent Director of the Company on 27.10.2022. Mr Paresh
Vinodray Dhruv was appointed on the Board of the Company on 30th May 2022 and
had contributed by his vision towards the Company. Mr Paresh's sudden and unexpected
passing away will be an irreparable loss to the Company.
During the Year, Mr Kamma Narayana is appointed as an Additional Director (Non
Executive and Independent) on the Board of the Company w.e.f 13th February 2023
DIRECTOR'S RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013, the
Board to the best of its knowledge and belief according to the information and explanation
obtained by it confirm that: ? In the preparation of the annual accounts for the year
ended 31st March 2023, applicable accounting standards have been followed and
there have been no material departures thereof;
? They have selected appropriate accounting policies and applied them consistently and
made judgements and estimates that are reasonable and prudent, so as to give a true and
fair view of the state of affairs of the Company as at the end of the financial year and
of the profits of the Company for that period;
? Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
? The annual accounts have been prepared on a going concern basis;
? Proper internal financial controls were in place and that the financial controls were
adequate and were operating effectively;
? Proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
KEY MANAGERIAL PERSONNEL
Mr Bharat Bhandari, Managing Director and CFO and Ms Apeksha Nagori*, Company Secretary
are the Key Managerial Personnel of the Company as per the Section 203 of the Companies
Act, 2013.
* Ms Apeksha Nagori has resigned from the company w.e.f. 15th May 2023 and
Vinita Sharma has appointed as a new Company secretary of the Company w.e.f. 4th
September 2023
BOARD MEETINGS
During the year, Five Board Meetings were convened and held in accordance with the
provisions of the Act. The date(s) of the Board Meeting, attendance by the Directors are
given in the Corporate Governance Report forming an integral part of the Report.
REMUNERATION DETAILS OF DIRECTORS
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014 are provided in the prescribed format and
annexed as Annexure 4 to this Director's Report.
COMMITTEES OF THE BOARD
In compliance with the provisions of Sections 177 and 178 of the Companies Act 2013,
the Board has constituted Audit Committee, Nomination and Remuneration Committee and
Stakeholders Relationship Committee. The details of the composition of the Committees,
their meeting and attendance of the members are given in the Corporate Governance Report
forming an integral part of this Report
STATUTORY AUDITORS AND AUDITORS' REPORT
M/s G R Venkatanarayana, Chartered Accountants (Firm Registration Number 004616s),
Bangalore were appointed as Statutory Auditors for a term of 5 consecutive years at the 38th
Annual General Meeting.
The Report given by M/s G R Venkatanarayana, Chartered Accountants, on the Financial
Statements of the Company for the year ended 31st March 2023 is provided in the financial
section of the Annual Report. There are no qualifications, reservations, adverse remarks
or disclaimers given by the Auditors in their Report. The notes on Accounts referred to in
the Auditors' Report are self explanatory and do not call for any further comments.
SECRETARIAL AUDIT
Pursuant to the provisions of the Section 204 of the Companies Act 2013 and the rules
framed thereunder the Company has appointed Mr Vikram Raj G A, Vikram Raj &Associates,
Company Secretaries to undertake the secretarial audit for the financial year 2022-23
& 2023-24. The Report of the Secretarial Auditor confirming compliance with the
applicable provisions of the Companies Act 2013 and other rules and regulations issued by
SEBI/ other regulatory authorities forms part of the Annual Report. There were no
qualifications or adverse remarks in the audit report.
RISK MANAGEMENT
The risk management issues are discussed in detail in the report of the Management
Discussion and Analysis. Since the risk control framework is new to Indian corporate
culture, it is being strengthened on a continuous basis.
LOANS, GUARANTEES AND INVESTMENTS
There have been no investments under Section 186 of the Companies Act during the year.
There were yes/no loans or guarantees covered under Section 186 granted during the year.
FIXED DEPOSIT
During the year, the Company has not accepted deposits from the public falling within
the ambit of the Section 73 of the Companies Act, 2013 and the rules framed thereunder and
no amount of principal or interest was outstanding as on the balance sheet date.
INDIAN ACCOUNTING STANDARDS (IND-AS) -IFRS CONVERGED STANDARDS
The Company has adopted the IND AS pursuant to the Companies (Indian Accounting
Standard) Rules, 2015 notified by the Ministry of Corporate Affairs on 16th
February 2015.
CORPORATE GOVERNANCE
The Governance Philosophy of your Company is based on high ethical values and
professionalism which the Company has incorporated in itself since incorporation. The
Company aims at exhibiting maximum transparency and adequacy of reports/ information
provided under mandatory provision or otherwise.
In terms of Regulation 34(3) read with Schedule V of the Listing Regulations, a
separate section on Corporate Governance including the certificate from the Statutory
Auditors confirming compliance is annexed to this Annual Report.
RELATED PARTY TRANSACTIONS
A statement in summary form, of all the transactions entered into with the related
parties in the ordinary course of business, details of material individual transactions
with related parties that are not in the normal course of the business and details of
material individual transactions with related parties that are not on arm's length basis
are placed before the audit committee. There are no material transactions with related
parties, which require separate disclosure. A comprehensive list of the transactions
entered into with the related parties as required by the Accounting Standards (AS) 18
issued by the Institute of Chartered Accountants of India is given as a separate schedule
to the accounts in the Annual Report.
PARTICULARS OF EMPLOYEES
None of the Employees of the Company were drawing emoluments more than what has been
specified under Section 134 of the Companies Act 2013.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return in form MGT -9 as required under Section 92(3) of the Act
and the Rules framed thereafter is annexed to and forms part of this report
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGEXCHANGE EARNINGS AND OUTGO:
The information pertaining to conservation of energy, technology absorption, Foreign
Exchange Earnings and outgo as required under Section under Section 134 (3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
furnished to this report.
CONSERVATION OF ENERGY
The operations of the company are not energy intensive. However, significant measures
are -taken to reduce energy consumption by using energy efficient computers and by the
purchase of energy- efficient equipment. Your company constantly evaluates new
technologies and invests to make its infrastructure more energy- efficient.
A. TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION
This is not applicable to your company as the company is into real- estate business.
B. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Total Foreign Exchange earnings and outgo for the Financial Year is as follows: a)
Total Foreign Exchange Earnings- Nil b) Total Foreign Exchange Outgo- Nil
GREEN INITIATIVE IN CORPORATE GOVERNANCE
The Ministry of Corporate Affairs (MCA) has recently taken a green initiative in
Corporate Governance by allowing paperless compliances by the Companies and permitted the
service of Annual Reports and documents to the shareholders through electronic mode
subject to certain conditions. Your Company appreciates the initiative taken by the MCA as
it strongly believes in a green environment. This initiative also helps in prompt receipt
of communication, apart from avoiding losses/delays in postal transit. The Notice of
Annual General Meeting, Annual Report and all communications hitherto will be sent to the
members in electronic form at the e-mail address provided by them to the depositories or
Registrars & Transfer Agents of the Company. The same will be sent by post physically
to the Members, whose e-mail addresses are not available. Members can also have the access
to the documents through the Company's website. The documents will also be available to
the members for inspection at the Registered Office of the Company during the office
hours. Members also entitled to be furnished with copies of the abovementioned documents,
free of cost, upon receipts of requisition, at any point of time.
ACKNOWLEDGEMENT
The Board would like to record their sincere appreciation for the co-operation received
from various stakeholders of the Company viz., customers, suppliers, bankers, investors,
channel partners, government and statutory authorities, auditors, business associates, and
shareholders. Your Directors extend their gratitude to all the regulatory agencies like
SEBI,
Registrar of Companies, Stock Exchanges, and other Central and State Government
authorities/agencies, vendors and sub- contracting partners for their support. The Board
also acknowledges the unstinted co-operation, commitment and dedication made by all the
employees of the Company.
The Directors also wish to place on record their gratitude to the members of the
Company for their unrelenting support & confidence.
On & behalf of the Board For B & B Realty Limited
|
Sd/- |
Sd/- |
|
Gaurav Kumar Bhandari |
Bharat Kumar Bhandari |
|
Director |
Managing Director |
Place: Bangalore |
|
|
Date: 4th September 2023 |
|
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