1 COMPANY INFORMATION BOARD OF DIRECTORS Mr. Bharat Kumar Bhandari Chairman, Managing Director Mr. Gaurav Kumar Bhandari Executive Director Mr. Kirthy Kumar A. Shah Independent Director Mr. Y. Ravinder Reddy Non-Executive Director Mrs. Rubina Bhandari Women Director AUDITORS T Srinivasa & Co, B-1, Manish Tower, #84, JC Road, Bangalore-560002 BANKERS City Union Bank REGISTRAR AND SHARE TRANSFER AGENT Maheshwari Datamatics Pvt. Ltd, 6, Mangoe Lane, 2 nd Floor, Kolkata – 700 001 REGISTERED OFFICE No. 17, 4 th Floor, Shah Sultan Complex, Cunningham Road, Bangalore – 560 052 COMPANY SECRETARY & COMPLIANCE OFFICER PRASANNA.S. RAO No.02, II Floor, WOC Road Rajajinagar, Bangalore- 560 044
Transcript
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COMPANY INFORMATION
BOARD OF DIRECTORS Mr. Bharat Kumar Bhandari Chairman, Managing Director Mr. Gaurav Kumar Bhandari Executive Director Mr. Kirthy Kumar A. Shah Independent Director Mr. Y. Ravinder Reddy Non-Executive Director Mrs. Rubina Bhandari Women Director AUDITORS T Srinivasa & Co, B-1, Manish Tower, #84, JC Road, Bangalore-560002 BANKERS City Union Bank REGISTRAR AND SHARE TRANSFER AGENT Maheshwari Datamatics Pvt. Ltd, 6, Mangoe Lane, 2nd Floor, Kolkata – 700 001 REGISTERED OFFICE No. 17, 4th Floor, Shah Sultan Complex, Cunningham Road, Bangalore – 560 052 COMPANY SECRETARY & COMPLIANCE OFFICER PRASANNA.S. RAO No.02, II Floor, WOC Road Rajajinagar, Bangalore- 560 044
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Contents
S. No.
Particulars
Page No.
1 Notice 3
2 Directors Report 5
3 Code of Conduct for Senior Management 8
4 Corporate Governance Report 9
5 CEO / CFO Certificate 15
6 Auditors' Certificate on Corporate Governance 16
7 Secretarial Audit Report 17
8 Auditors' Report to the Shareholders 21
9 Balance Sheet 27
10 Profit & Loss Account 28
11 Notes to Accounts 29
12 Cash Flow Statement 40
13 Go Green Registration Form 41
14 Proxy Form 42
15 MGT-9 44
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NOTICE T0 ALL THE MEMBERS OF B&B REALTY LIMITED, NOTICE IS HEREBY given that 33rd Annual General Meeting of Shareholders of B&B Realty Ltd is going to be held on 26th September, 2016 at 03.30 p.m., at the Registered office of the company at #17, 4th Floor, Shah Sultan Complex, Cunningham Road, Bangalore – 560 052 to transact the following businesses: ORDINARY BUSINESS
1. To receive, consider and adopt the duly audited Balance Sheet and Profit and Loss Accounts for the year ended 31st March 2016 along with the reports of Directors and Auditors thereon.
2. To appoint a director in place of Mr. Kirthy Kumar Amratlal Shah who retires by rotation and being eligible reappointment offers himself for reappointment.
3. To appoint a director in place of Mr. Y. Ravinder Reddy who retires by rotation and being eligible reappointment offers herself for reappointment.
4. To appoint the Auditors of the company to hold office from the conclusion of the meeting until the conclusion of next Annual General Meeting and to fix their remuneration.
NOTES:
1. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member of the Company.
2. Proxy form duly stamped and executed in order to be effective, must reach the Registered Office of the Company not less than 48 hours before the time of commencement of the Annual General Meeting.
3. Corporate Members are requested to send to the Registered Office of the Company a duly certified copy of the Board Resolution, authorizing their representative to attend and vote at the Annual General Meeting.
4. Members / proxy holders are requested to bring their attendance slip duly signed so as to avoid inconvenience.
5. The Ministry of Corporate Affairs, vide its Circular nos. 17/2011 dated April 21, 2011 and 18/2011 dated April 29, 2011 has taken a “Green Initiative” by allowing paperless compliances by the companies to serve the requisite documents to its members vide e-mode, in pursuance to Section 53 of the Companies Act, 1956. Accordingly, the Company shall be required to update its database by incorporating your designated e-mail ID in its records. You are thus requested to kindly submit your e-mail ID with the company at [email protected] by providing their name, address, registered folio No./DP ID No / Client ID No. and their e-mail IDs.
6. Members holding shares in physical form are requested to advise any change in their registered address, to the Company’s Registrar and Share Transfer Agent, M/s Maheshwari Datamatics Private Limited, Kolkata quoting their folio number. Members holding shares in electronic form must send the advice about change in their registered address or bank particulars to their respective Depository Participant and not to the Company.
7. Members desiring any information on the Accounts of the Company are requested to write to the Company at least 10 days in advance so as to enable the Company to keep the information ready.
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8. In all correspondence with the Company or with its Share Transfer Agent, members are requested to quote their folio number and in case the shares are held in the dematerialized form, they must quote their Client ID Number and their DP ID Number.
9. The Register of Members and Share Transfer Books of the Company shall remain closed from September 20, 2016 to September 23, 2016 (both days inclusive) for the purpose of Annual General Meeting.
10. Information under Clause 49 of the Listing Agreement of the Stock Exchanges with respect to the directors seeking for their appointment/re-appointments are given in the Annual Report/Corporate Governance Report.
11. The Copies of resolutions of the Board is available for inspections by members at the registered office of the company during working hours on any working day till the date of the Annual General Meeting.
Managing Director DETAILS OF DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT AT THE FORTHCOMING ANNUAL GENERAL MEETING Name of the Director Mr. Y. Ravinder Reddy Mr. Kirthy Kumar Amratlal
Shah Qualification DIPLOMA IN CIVIL, B.A. NO Directorship held in other public companies ( excluding Private companies and foreign companies)
Memberships / Chairmanships of the committees in public companies
NIL NIL
Shareholding of Non-Executive Director
1000000 100
Relationships between Directors inter-se
NIL NIL
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DIRECTORS REPORT The Shareholders, Your Directors have pleasure in presenting the Annual Report together with Audited Statement of Accounts for the financial year ended on March 31, 2016. FINANCIAL RESULTS: Particulars Current Year
March 31, 2016 Previous Year March 31,2015
Total Revenue 00 28,80,000 Total Expenditure 2191000 19,73,000 Earnings before exceptional and extraordinary items and
tax (2191000) 9,07,000 Earnings before extraordinary items and tax (2191000) 9,07,000 Earnings before tax (2191000) 9,07,000 Tax expenses 00 54,000 Earnings/(loss) from Discontinuing operations (after tax) (2191000) 276,000 OPERATIONAL REVIEW The Net Loss of your company for the Current Financial Year 2015-16 is Rs. (2191000) RESERVES The company has not transferred any amounts of profits to the reserves.
DIVIDEND In view of the Nominal Profit/Loss incurred during the financial year 2015-16, the Directors have not recommended any dividend for the year under review. FIXED DEPOSIT The company has not accepted any fixed deposit within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under. DIRECTORS The Board of Directors in its meeting held on 3rd September, 2016 subject to approval of shareholders in ensuing Annual General Meeting has approved the proposal for re-appointment of Mr. Y. Ravinder Reddy, the Non-Executive Director and Mr. Kirthy Kumar A. Shah, the Non Executive Independent Director of the company, with effect from 26th September 2016 A brief resume of such Directors is given further in the Annual Report.
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AUDIT COMMITTEE The audit committee presently has 4 directors as member’s viz. Mr. Gaurav Kumar Bhandari, Mr. Kirthy Kumar A. Shah, Mrs. Rubina Bhandari and Mr. Bharat Kumar Bhandari. Except Mr. Bharat Kumar Bhandari, all other members of the audit committee are executive directors & non-executive independent directors. Mrs. Rubina Bhandari is the Chairman of the Audit Committee. The role, terms of reference, the authority and power of the Audit Committee are in conformity with the requirements of the Companies Act, 2013 and Clause 49 of the listing agreement. More details of the audit committee are provided in the report on Corporate Governance attached to this annual report. AUDITORS The auditors M/S. T. Srinivasa & Co, Chartered Accountants, Bangalore be appointed as the Statutory Auditors of the Company and are eligible for reappointment, subject to ratification of members at ensuing Annual General Meeting of the company. AUDITORS’ REPORT There are no qualifications observed in the auditor’s report for the Financial Year 2015-16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required 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. A. CONSERVATION OF ENERGY The operations of your 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. B. TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION. This is not applicable to your company as the company is into real estate business. C. FOREIGN EXCHANGE EARNINGS AND OUTGO Total Foreign Exchange earning and outgo for the financial year is as follow: a) Total foreign exchange earning: NIL b) Total foreign exchange outgo: NIL CORPORATE GOVERNANCE Your company has incorporated appropriate standards for good corporate governance and shall aim at exhibiting maximum transparency and adequacy of reports /information provided under mandatory provisions or otherwise. Pursuant to Clause 49 of the listing agreement a detailed report on Corporate Governance is produced as a part of the Annual Report which is further certified by the statutory auditor of the company.
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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 a part of our report attached herewith. DIRECTORS’ RESPONSIBILITY STATEMENT: In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively. 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 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 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 are also entitled to be furnished with copies of the abovementioned documents, free of cost, upon receipt of requisition, at any point of time. ACKNOWLEDGEMENTS Your Directors wish to place on record their gratitude for the valuable guidance and support given by Government of India, State Government departments, Financial Institutions, Banks, and various stake holders, such as, shareholders, customers, suppliers etc. Your Directors also commend the continuing commitment and dedication of the employees at all levels which has been critical for the Company’s growth. The Directors look forward to their continued support in future. For and on behalf of the Board Place: Bangalore Bharat Kumar Bhandari Date: 03.09.2016 Managing Director
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CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
Need and objective of the Code Clause 49 of the Listing agreement entered into with the Stock Exchanges, requires, as part of Corporate Governance the listed entities to lay down a Code of Conduct for Directors on the Board of an entity and its Senior Management. The purpose of this Code is to enhance ethical and transparent process in managing the affairs of the Company. The term "Senior Management" shall mean personnel of the company who are members of its core management team excluding the Board of Directors. Philosophy of the Code The Board of Directors (the “Board”) and the senior management of B&B Realty Limited (herein after referred as “Company”) subscribe to the following Code of Conduct adopted by the Board. The code expects from the Board and senior management of the company and envisages: 1. Use due care and diligence in performing their duties of office and in exercising their powers attached to that office; 2. Act honestly and use their powers of office, in good faith and in the best interests of Company as a whole; 3. Not to make improper use of information nor take improper advantage of their Position as a Director/ Senior Manager 4. Not to allow personal interests to conflict with the interests of the Company; 5. Recognize that their primary responsibility is to the Company shareholders as a whole but they should (where appropriate) have regard for the interests of all stakeholders of the Company; 6. Not to engage in conduct likely to bring discredit upon the Company; and 7. Be independent in judgment and actions, and to take all reasonable steps to be satisfied as to the soundness of all decisions taken by the Board of Directors; 8. Ensure the confidentiality of information they receive whilst being in office of Director/Senior Manager and is only disclosed if authorized by the company, or the person from whom the information is provided, or as required by law.
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CORPORATE GOVERNANCE REPORT
CORPORATE GOVERNANCE PHILOSOPHY We stand committed to the good corporate governance in terms of transparency, independent supervision and true and fair disclosure of all the material facts changes and of our company to increase the value of our stakeholders. The basic philosophy of Corporate Governance in the Company is to achieve business excellence and dedication to increase long-term shareholder value, keeping in view the interests of the Company’s stakeholders. BOARD OF DIRECTORS Composition The Constitution of the Board is exactly as per the requirements of Clause 49 of the Listing Requirement. The Board of Directors has a combination of Executive and non-executive Directors. The Board comprises of one Managing Director, one whole time directors and one Non-executive Independent Directors. All the directors are liable to retire by rotation except the managing Director and whole-time Director. None of the Director on the Board is a member of more than ten Committees and Chairman of more than five Committees (Committees being Audit Committee and Shareholders/Investors’ Grievance and Share Transfer Committee) across all the public Companies of which he is the Director. The necessary disclosures regarding other directorships and committee memberships have been made by all the Directors. Board Procedures During the financial year 2015-16, five board meetings were held dated 11/05/2015, 10/08/2015, 03/09/2015, 10/11/2015 and 28/01/2016 The details of the composition of the Board, attendance at the Board meeting during the year and at the last Annual General Meeting, number of directorship, membership/chairmanship in other public companies are as follows:
*Other Directorship excludes Directorship in Private Limited Companies.
Name & Designation Attendance No. of other Memberships/Director
ships*
Membership in the committees of other
companies
Board Last AGM
As member
As Chairman
Mr. Bharat Kumar Bhandari Managing Director
5/5 Yes 4 0 1
Mr. Gaurav Kumar Bhandari Whole-time Director
5/5 Yes 2 0 0
Mr. Y. Ravinder Reddy Non Executive whole time Director
3/5 Yes 2 0 0
Mr. Kirthy Kumar A. Shah Non-executive Independent Director
5/5 No 4 0 0
Mrs. Rubina Bhandari Women Director
5/5 Yes 0 0 0
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Code of Conduct The Company has laid down a Code of Conduct for all its Board Members and Senior Management Personnel to avoid any conflict of interest. The declarations with regard to the compliance to the Code of Conduct have been received for the financial year 2015-16. The Board of Directors has noted the adherence to the code of conduct. The Code of conduct is available on the web-site of the Company viz. www.bbrl.in. AUDIT COMMITTEE Constitution and composition The Audit Committee is vested with role and powers as mentioned in Para C & D respectively of Clause 49 (II) of the Listing Agreement. The Audit Committee provides direction to the audit functions and monitors the quality of internal and statutory audit. The responsibilities of the Audit Committee include overseeing the financial reporting process to ensure fairness, sufficiency and credibility of financial statements, recommendation of appointment and removal of statutory auditors and fixation of their remuneration, review of the quarterly and annual financial statements before submission to Board, review of the adequacy of internal control systems and the internal audit function, review of compliance with laws, inspection of records and audit reports and reports of statutory auditors etc. The audit committee of the company consists of One Independent Director and one Managing Director and all the members of the Audit Committee are financial literates as required by Clause 49 of the Listing Agreement. The functioning and terms of reference of the Audit Committee, the role, powers and duties, quorum for meeting and frequency of meetings, have been devised keeping in view the requirements of Listing Agreement with the Stock Exchanges and Section 177 of the Companies Act, 2013 and as are in force/ applicable from time to time. The Audit Committee invites, as and when considers appropriate, the Auditors to be present at the meeting of the Committee. Meetings and Attendance of Audit Committee In the Financial year 2015-16, four Audit committee meetings have been held dated 11/05/2015, 28/07/2015, 10/11/2015 and11/02/2016 Mrs. Rubina Bhandari acts as the chairman of the Audit committee meetings. The Details of Members of Audit Committee meetings along with their status and Attendance are as follows: Name of Members of Audit committee
Designation Meetings Attended
Mrs. Rubina Bhandari
Chairman (Women Director) 4
Mr. Bharat Kumar Bhandari
Member (Managing Director) 4
Mr. Kirthy Kumar A. Shah
Member (Non-executive Independent Director)
3
Mr. Gaurav Kumar Bhandari
Member (Executive Director)
4
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REMUNERATION COMMITTEE The Remuneration Committee comprises of four Directors: Name of the Director
Category of Membership
Mr. Gaurav Kumar Bhandari Executive Director Mr. Kirthy Kumar A. Shah Non-executive Independent Director Mr. Bharat Kumar Bhandari Managing Director Mrs. Rubina Bhandari Women Director No meeting of the Remuneration Committee was required and hence not held during the year. SHAREHOLDERS’/INVESTORS’ GREVIANCE AND SHARE TRANSFER COMMITTEES The Committee oversees the performance of the Registrar and Share Transfer Agents', recommends measures to improve the level of investor services and matters pertaining to shareholders' complaints and grievances e.g. non-receipt of annual report, non-receipt of dividend warrant, change of address etc.. The committee met four times during the year 2015-16, on 25/05/2015, 10/08/2015, 10/11/2015 and 08/02/2016 the composition of the Committee & the details of meeting attended by the Directors during the year are given below:
Shareholders’ queries During the Financial Year 2015-16, no complaints were received from shareholders. No complaints as on the date of this report were pending. There were no share transfers pending registration as on 31st March, 2016. DISCLOSURES: Basis of 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 business and details of material individual transactions with related parties that are not on an 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 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. Disclosure of Accounting Treatment The Company has followed all relevant accounting standards while preparing the financial statements.
Name of the Director
Category of Membership
Meetings Attended
Mr. Kirthy Kumar A. Shah Member (Non-executive Independent Director)
04
Mrs. Rubina Bhandari Chairman (Women Director) 04 Mr. Gaurav Kumar Bhandari Member (Non-executive
Independent Director) 04
Mr. Bharat Kumar Bhandari Member (Managing Director) 04
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Risk Management The risk management issues are discussed in detail in the report of Management Discussion and Analysis. Since the risk control framework is new to Indian corporate culture, it is being strengthened on a continuous basis. Proceeds from public issues, right issues, Preferential Issues There were no public issues, right issues, preferential issues etc. during the Financial Year 2015-16 under review. Remuneration of Directors No Remuneration has been paid to the Directors. Management Management Discussion and Analysis report has been given as a separate chapter in the Annual Report. Disclosure of Material Transactions No material transaction has been entered into by the Company with the Promoters, Directors or the Management, or relatives etc. that may have a potential conflict with interests of the Company. Insider Trading Disclosure: Comprehensive insider trading disclosure guidelines in line with the SEBI Regulations have been adopted by the Board in which the procedure to be followed by all the key managerial persons, staff and other relevant business associates for disclosure of all security transactions of the shares of the company on the basis of any unpublished price sensitive information relating to the company. Communication to Shareholders: Notices and Quarterly results are sent to the stock exchanges on which the Company is listed and are also published in leading dailies namely Business Standards (Published in English) and E Sanjae (Published in Kannada). OTHER INFORMATION TO SHAREHOLDERS:
1. The location, date and time of the last three Annual General Meetings were as under: YEAR DATE TIME PLACE
2. The Company has complied with all the requirements of the listing agreement with the Stock Exchanges as well as regulations and guidelines of SEBI. No strictures or penalty were imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets during the last three years.
3. The promoter and promoters group has not pledged their shares.
4. The Company has not raised money from the Public Issue.
5. The Company does not have any subsidiary.
6. All mandatory requirements and one non mandatory requirement have been appropriately
complied with, and the other non mandatory requirements are dealt with at the end of this
report.
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GENERAL INFORMATION
1. Annual General Meeting:
Date Monday, 26th September, 2016 Time 03.30 P.M. Venue B&B Realty Limited,
No. 17, 4th Floor, Shah Sultan Complex, Ali Asker Road, Bangalore – 560 052
2. Financial Calendar (2016-2017):
Board Meetings (for F.Y.2015-16 (Tentative) Quarter ending on 30th June 2016: On or before August 15, 2016 Quarter and Half-year ending on 30th Sept. 2016: On or before November 15, 2016 Quarter ending on 31st December 2016: On or before February 15, 2017 Year ending on 31st March 2017: On or before May 15/May 30, 2017
3. Date of Book Closure: September 20, 2016 to September 23, 2016 (Both days inclusive) 4. Listing on Stock Exchanges: Bombay Stock Exchange, Mumbai; 5. Stock Code: BSE Scrip Code: 506971
ISIN No: INE314E01019 6. Market Price Data*: *The monthly high and low quotations of shares traded on Bombay Stock Exchange
7. Registrar and Transfer Agents: Maheshwari Datamatics Pvt. Ltd, 6, Mangoe Lane, 2nd Floor, Kolkata – 700 001 8. Share Transfer System:
Presently, the share transfer instruments, which are received in physical form, are processed by R & T agent, M/s. Maheshwari Datamatics Private Limited, Kolkata and the share certificates are dispatched within a period of 30 days from the date of receipt subject to the documents being complete and valid in all respects. The requests for dematerialization of shares are also processed by the R&T agent within stipulated period of 21 days and uploaded with the concerned depositories.
9. Distribution of Shareholding As on 31/03/2016
Range No. of Shareholders
% of total shareholders
Share/debenture amount (Rs.)
% to total Share capital
Up to 500 5673 95.9898 620761 4.1738501 to 1000 70 1.1844 55336 .37211001 to 2000 37 .6261 60049 .40372001 to 3000 16 .2707 39474 .26573001 to 4000 9 .1523 31831 .21404001 to 5000 10 .1692 45251 .30435001 to 10000 29 .4907 227069 1.5267
S.No. Category No. of Shares held Percentage 01 Promoter 7476313 50.26%02 Foreign Institutional Investors 03 Corporate Bodies 1602683 10.77%04 NRIs/OCBs 5109 0.0344%05 Clearing members 4101 0.0276%06 General Public 5784694 38.894% TOTAL 14872900 100.00
11. Dematerialization of Shares and Liquidity:
The Company has entered into agreement with National Securities Depository Ltd. and Central Depository Services (India) Ltd. for dematerialization of its Shares. The number of equity shares held in dematerialized form was 820 and in physical form was 5090 equity shares as on 31.03.2016.
12. Address for Correspondence: B&B Realty Limited,
No. 17, 4th Floor, Shah Sultan Complex, Ali Asker Road, Bangalore – 560 052 Phone No: 080 2220 3274/75 Fax: 080 2220 29 Email id: [email protected] Website: www.bbrl.in
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CERTIFICATE OF CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER [Pursuant to Clause 49(v) of Listing Agreement]
To THE BOARD OF DIRECTORS OF B&B REALTY LIMITED We have reviewed the financial statements and the cash flow statement for the financial year 2015-16 and hereby certify that to the best of our knowledge and belief:- 1. These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading. 2. These statements together present a true and fair view of the Company’s affair and are incompliance with existing accounting standards, applicable laws and regulations. 3. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year 2015-16 which are fraudulent, illegal or violate the Company’s code of conduct. 4. We accept responsibility for establishing and maintaining internal controls. For financial reporting and that we have evaluated the effectiveness of the internal control system for the purpose of financial reporting of the Company and we have disclosed to the auditors and the Audit Committee those deficiencies, of which we are aware, in the design or operation of the internal control systems for the purpose of financial reporting and that we have taken the required steps to rectify these deficiencies. 5. We further certify that:- a) There have been no significant changes in internal control during this year. b) There have been no significant changes in accounting policies during this year. c) There have been no instances of significant fraud of which we have become aware and the involvement therein, of management or an employee having a significant role in the Company’s internal control system over financial reporting. Place: Bangalore FOR B&B REALTY LIMITED Date: 03/09/2016 Bharat Kumar Bhandari (Managing Director)
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AUDITOR’S REPORT ON CORPORATE GOVERNANCE To The Members of B&B Realty Limited Bangalore. We have examined the compliance of conditions of Corporate Governance procedures implemented by B&B Realty Limited, for the year ended 31st March, 2016, as stipulated in clause 49 of the Listing Agreement of the said Company with the stock exchanges in India. The compliance of conditions of corporate Governance is the responsibility of the management. Our examination was limited to review of procedures and implementation thereof, adopted by the Company for ensuring compliance of conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statement of the company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has generally complied with the conditions of Corporate Governance as stipulated in the abovementioned Listing Agreement. We further state such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.
For T. Srinivasa & Co.,
Chartered Accountants
T. Srinivasa
Place : Bangalore Proprietor
Date : 10.05.2016 M. No. 24213
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Form No. MR-3 SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR 01/04/2015 to 31/03/2016 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of
The Companies (Appointment and Remuneration Personnel) Rules, 2014]
To, The Board of Directors B&B REALTY LIMITED NO. 17, 4TH FLOOR, SHAH SULTAN ALI ASKAR ROAD BANGALORE- 560052 I have conducted the secretarial audit of the compliance of applicable statutory provisions and the
adherence to good corporate practices by B&B REALTY LIMITED (“the Company”). The
secretarial audit was conducted in a manner that provided me a reasonable basis for evaluating the
corporate conducts / statutory compliances and expressing my opinion thereon.
Based on my verification of the B&B REALTY LIMITED books, papers, minute books, forms and
returns filed and other records maintained by the Company and also the information provided by the
Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I
hereby report that in my opinion, the Company has, during the audit period covering the financial
year ended on March 31, 2016 complied with the statutory provisions listed hereunder and also that
the Company has proper Board-processes and compliance-mechanism in place to the extent and in
the manner reported hereinafter
We have examined the books, papers, minute books, forms and returns filed and other records
maintained by the Company for the financial year ended on March 31, 2016 according to the
provisions of:
1. The Companies Act, 2013 and the rules made under that Act;
2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made under that
Act;
3. The Depositories Act, 1996 and the Regulations and Bye-laws framed under that Act;
4. The Foreign Exchange Management Act, 1999 and the Rules and Regulations made under
that Act to the extent applicable to Overseas Direct Investment (ODI), Foreign Direct
Investment (FDI) and External Commercial Borrowings (ECB);
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5. The following Regulations and Guidelines prescribed under the Securities and Exchange
Board of India Act, 1992 (‘SEBI Act’):
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 1992;
c) The Securities and Exchange Board of India(Issue of Capital and Disclosures
Requirements)Regulations, 2009;
d) The Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999;
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008
f) The Securities and Exchange Board of India(Registrars to an Issue and Share
Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client;
g) The Securities and Exchange Board of India (Delisting of Equity Shares)
Regulations, 2009; and
h) Equity Shares) Regulations, 2009; and Securities) Regulations, 1998;
6. Other Laws not applicable to B&B REALTY LIMITED.
7. We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with Bombay Stock
Exchange Limited
I) We further report that the Company has, in my opinion, complied with the provisions of the
Companies Act, 2013 and the Rules made under that Act and the Memorandum and Articles of
Association of the Company, with regard to:
a. maintenance of various statutory registers and documents and making necessary entries
therein;
b. closure of the Register of Members / Debenture holders;
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c. forms, returns, documents and resolutions required to be filed with the Registrar of
Companies and the Central Government;
d. service of documents by the Company on its Members, Debenture holders, Debenture
Trustees, Auditors and the Registrar of Companies;
e. notice of Board meetings and Committee meetings of Directors;
f. the meetings of Directors and Committees of Directors including passing of resolutions by
circulation;
g. notice of the Annual General Meeting;
h. minutes of proceedings of General Meetings and of the Board and its Committee meetings;
i. approvals of the Members, the Board of Directors, the Committees of Directors and the
government authorities, wherever required
j. constitution of the Board of Directors / Committee(s) of Directors, appointment, retirement
and re-appointment of Directors including the Managing Director and Whole-time Directors
k. payment of remuneration to Directors including the Managing Director and Whole-time
Directors
l. appointment and remuneration of Auditors and Cost Auditors;
m. transfers and transmissions of the Company’s shares and debentures, and issue and dispatch
of duplicate certificates of shares;
n. composition and terms of reference of Audit Committee
o. transfer of certain amounts as required under the Act to the Investor Education and
Protection Fund and uploading of details of unpaid and unclaimed dividends on the websites
of the Company and the Ministry of Corporate Affairs;
p. borrowings and registration, modification and satisfaction of charges wherever applicable;
q. Directors’ report;
r. contracts, common seal, registered office and publication of name of the Company; and
s. generally, all other applicable provisions of the Act and the Rules made under the Act
II) We further report that:
a. the Directors have complied with the requirements as to disclosure of interests and concerns
in contracts and arrangements, shareholdings / debenture holdings and directorships in
other companies and interests in other entities;
b. the Directors have complied with the disclosure requirements in respect of their eligibility of
appointment, their being independent and compliance with the Code of Business Conduct &
Ethics for Directors and Management Personnel;
20
c. the Company has obtained all necessary approvals under the various provisions of the Act;
and
d. There was no prosecution initiated and no fines or penalties were imposed during the year
under review under the Act, SEBI Act, SCRA, Depositories Act, Listing Agreement and
Rules, Regulations and Guidelines framed under these Acts against / on the Company, its
Directors and Officers.
III) The Company has complied with the provisions of the FEMA, 1999 and the Rules and
Regulations made under that Act to the extent applicable to ODI, FDI and ECB.
IV) We further report that:
a. the Company has complied with the provisions of the Securities and Exchange Board of
India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 including the
provisions with regard to disclosures and maintenance of records required under the said
Regulations;
b. the Company has complied with the provisions of the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 1992 including the provisions with regard
to disclosures and maintenance of records required under the said Regulations;
c. the Company has complied with the provisions of the Securities and Exchange Board of
India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999 with regard to implementation of Employee Stock Option Scheme; and
d. The Company has complied with the provisions of the Securities and Exchange Board of
India (Issue and Listing of Debt Securities) Regulations, 2008.
V) We further report that based on the information received and records maintained there are
adequate systems and processes in the Company commensurate with the size and operations of the
Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
Place: 03/09/2016 Name of Company Secretary: Prasanna S Rao
Date: Bangalore Certificate of Membership No: 19834
Certificate of Practice No: 10346
21
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
M/s. B & B REALITY LTD
Report on the Financial Statements
I/We have audited the accompanying financial statements of M/s. B & B Real ty Ltd , (“the
Company”) which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and
Loss, the Cash Flow Statement for the year then ended, and a summary of the significant
accounting policies and other explanatory information.
Management’s Responsibility for the Financial Statements
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of
the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial
statements that give a true and fair view of the financial position, financial performance and cash
flows of the Company in accordance with the accounting principles generally accepted in India,
including the Accounting Standards specified under Section 133 of the Act, read with Rule 7
of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding of
the assets of the Company and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from material misstatement, whether
due to fraud or error.
22
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit.
I/We have taken into account the provisions of the Act, the accounting and auditing
standards and matters which are required to be included in the audit report under the provisions
of the Act and the Rules made there under.
I/We conducted our audit in accordance with the Standards on Auditing specified under Section
143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
the disclosures in the financial statements. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material misstatement of the financial statements,
whether due to fraud or error. In making those risk assessments, the auditor considers internal
financial control relevant to the Company’s preparation of the financial statements that give a true
and fair view in order to design audit procedures that are appropriate in the circumstances. An audit
also includes evaluating the appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company’s Directors, as well as evaluating the overall
presentation of the financial statements.
I /We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion on the financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us,
the aforesaid standalone financial statements give the information required by the Act in the
manner so required and give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as at 31st March, 2016, and its
profit/loss and its cash flows for the year ended on that date.
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Emphasis of Matters
Members reference is invited to para S Note No.(ix) & (x) relating to:
a) Company not obtaining confirmation of balances from sundry debtors/creditors..
b) Company not making necessary provisions towards bad and doubtful debts which are
outstanding more than five years.
However our opinion, our observations hereinabove will not materially affect the true and fair status
of the audited accounts.
Report on Other Legal and Regulatory Requirements
As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best
of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company
so far as it, appears from our examination of those books
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt
with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,
2014.
(e) The going concern matter described in sub-paragraph (b) under the Emphasis of Matters
paragraph above, in our opinion, may not have an adverse effect on the functioning of the
Company.
(f) On the basis of the written representations received from the directors as on 31st
March, 2016 taken on record by the Board of Directors, none of the directors
is disqualified as on 31st March, 2016 from being appointed as a director in terms of
Section 164 (2) of the Act.
(g) With respect to the adequacy of the internal financial controls over financial reporting
of the Company and the operating effectiveness of such controls, refer to our
separate Report in “Annexure A”.
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(h) With respect to the other matters to be included in the Auditor’s Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our
opinion and to the best of our information and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact its financial position
ii. The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the Company
T.SRINIVASA & Co
Chartered Accountants
(T.Srinivasa) Proprietor
M.No.024213
Place Bengaluru
Date 10.05.2016
25
Annexure to the Auditors’ Report The Annexure referred to in our report to the members of B & B Realty Ltd. for the year ended on 31-03-2016. I report that: Sl. No. Particulars Auditors Remark
1 (a) whether the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets; Yes
(b) whether these fixed assets have been physically verified by the management at reasonable intervals; whether any material discrepancies were noticed on such verification and if so, whether the same have been properly dealt with in the books of account;
Company has written off the value of its fixed assets due to obsolescence and having no residual life.
(c) Whether title deeds of immovable properties are held in the name of the company, if not, provide details thereof.
NA
2 whether physical verification of inventory has been conducted at reasonable intervals by the management and whether any material discrepancies were noticed and if so, how they have been dealt with in the books of account
Yes
3 (a) whether the company has granted any loans, secured or unsecured to companies, firms Limited Liability partnerships of other parties covered in the register maintained under Section 189 of the Companies Act, 2013 if so.
Yes
(b) whether the terms and conditions of the grant of such loans are not prejudicial to the company’s interest: Yes
(c) whether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular.
Yes
(d) If the amount is overdue, state the total amount overdue for more than ninety days, and whether reasonable steps have been taken by the company for recovery of the principal and interest.
NA
4 In respect of loans, investments, guarantees and security whether provisions of section 185 and 186 of the Companies Act, 2013 have been complied with. If not, provide details thereof.
Yes
5 In case the company has accepted deposits, whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act,2013 and the rules framed there under, where applicable, have been complied with? If not, the nature of such contraventions be stated; If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal, whether the same has been complied with or not?
Company has not accepted any deposit during the year.
6 whether maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and whether such accounts and records have been so made and maintained.
No
7 (a) Whether the company regular in depositing undisputed statutory dues including Provident fund, Employees’ State Insurance, Income-tax, Sales-tax, Service tax, Duty of Customs, Duty of Excise, Value added tax, Cess and any other statutory dues with the appropriate authorities and if not, the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable, shall be indicated by the auditor.
Yes
(b) Whether dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have not been deposited on account of any dispute, then the amounts involved and the forum where dispute is pending shall be mentioned.
NA
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8 Whether the company has defaulted in repayment of loans or borrowings to a financial institution, bank, government or dues to debenture folder? If yes, the period and amount of default to be reported. (in case of defaults to banks, financial institutions and government, lender wise details to be provided)
No
9 Whether moneys raised by way of public issue/follow on offer (including debt instruments) and term loans were applied for the purposes for which those are raised. If not, the details together with delays/default and subsequent rectification. If any, as may be applicable, be reported.
NA 10 Wether any fraud by the company or any fraud on the Company by its
officers/employees has been noticed or reported during the year: if yes, the nature and the amount involved be indicated.
No
11 Whether managerial remuneration has been paid/provided in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Companies Act? It not, state the amount involved and steps taken by the company for securing refund of the same.
NA 12 Whether the Nidhi Company has complied with the Net Owned Fund in
;the ratio of 1:20 to meet out the liability and whether the Nidhi Company is maintaining 10% unencumbered term deposits as specified in the Nidhi Rules, 2014 to meet out the liability.
NA
13 Whether all transactions with the related parties are in compliance with Section 188 and 177 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc as required by the accounting standards.
yes
14 Whether the company has made any preferential allotment/private placement of shares or fully or partly convertible debentures during the year under review and if so, as to whether the requirement of Section 42 of the Companies Act, 2013 have been complied and the amount raised have been used for the purposes for which the funds were raised. If not, provide details thereof.
NO
15 Whether the company has entered into any non-cash transactions with directors or persons connected with him an if so. Whether provisions of Section 192 of Companies Act, 2013 have been complied with.
NO 16 Whether the company is required to be registered under section 45-IA of
the Reserve Bank of India Act, 1934 and if so. Whether the registration has been obtained.
(e) Short-term loans and advances K 1,743.36 1,229.47
(f) Other current assets -
Sub-total - Current Assets 1,925.68 1,394.91
TOTAL - ASSETS 2,234.13 1,666.51
Contingent Liabilities R
Other notes forming part of accounts S
Significant Accounting Policies T
For and on behalf of the Board As per my report of even date
For T. Srinivasa & Co.,
Chartered Accountants
Bharat Kumar Bhandari Gaurav Kumar Bhandari (CA T. Srinivasa )
Managing Director Director Proprietor
Place : Bengaluru M.No. 024213Date: 10/05/2016
Particulars
B&B REALTY LIMITED
BALANCE SHEET AS AT 31.3.2016
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Rs. In lakhs Rs. In lakhs
Note No.
For the period
01/04/2015 to
31/03/2016
For the period
01/04/2014 to
31/03/2015
I. Revenue From Operations L 0.00 28.80
II. Other income 0.00 -
III. Total Revenue 0.00 28.80
IV. Expenses:
Cost of Material Consumed M 0.00 -
Purchase of Stock in Trade 0.00 -
Changes in inventories of finished goods work-in-progress and Stock-in-Trade N 0.00 2.92
Employee benefits expense O 1.20 4.99
Finance costs 0.13 0.01
Depreciation and Amortization -
Other expenses P 20.59 11.82
Total expenses 21.91 19.73
V. Profit before exceptional and extraordinary items and tax -21.91 9.07
VI. Exceptional items -
VII. Profit before extraordinary items and tax -21.91 9.07
VIII. Extraordinary Items 0.00 5.77
IX. Profit before tax -21.91 3.30
X Tax expense:
(1) Current tax 0.00 0.54
(2) Deferred tax 0.00 -
XI Profit (Loss) for the period from continuing operations -21.91 2.76
XII Profit/(loss) from discontinuing operations -
XIII Tax expense of discontinuing operations -
XIV Profit/(loss) from Discontinuing operations (after tax) -21.91 2.76
XV Profit (Loss) for the period -21.91 2.76
XVI Earnings per equity share: Q
(1) Basic -0.00 0.00
(2) Diluted -0.00 0.00
For and on behalf of the Board As per my report of even date
For T. Srinivasa & Co.,
Chartered Accountants
Bharat Kumar Bhandari Gaurav Kumar Bhandari (CA T. Srinivasa )
Managing Director Director Proprietor
Place : Bengaluru M.No. 024213
Date: 10/05/2016 Place : BengaluruDate: 10/05/2016
Particulars
B&B REALTY LIMITED
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31.3.2016
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NOTES FORMING PART OF ACCOUNTS AND SIGNIFICANT ACCOUNTING POLICIES: NOTES FORMING PART OF THE ACCOUNTS A. (i) Share capital authorised, issued, subscribed and paid up:
Share Capital As at 31 March 2016 As at 31 March 2015
Number (in laks) (Rs. in laks)
Number (in laks) (in laks)
Authorised : Equity Shares of Rs. 10/‐ each
Issued, Subscribed & fully Paid up Capital
Equity Shares of Rs.10/‐ each Less: Allotment money in arrears
Total
150.00 1500.00 150.00
1500.00
148.73
148.60
1487.29
1.39
1485.90
148.73
148.60
1487.29
1.39
1485.90
(ii) Reconciliation of the number of equity shares and share capital
Particulars Equity Shares As at 31 March 2016 As at 31 March 2015
Number (in laks) (Rs.in laks)
Number (in laks)
(Rs. in‘ laks)
Shares outstanding at the beginning of the year 148.73 1487.29 148.73
1487.29
Shares Issued during the year — — — — Shares bought back during the year — — — — Any other movement (please specify) — — — — Shares outstanding at the end of the year 148.73 1487.29 148.73 1487.29
(iii) Shareholders holding more than 5% of equity shares as at the end of the year
Name of Shareholder Equity Shares As at 31 March 2016 As at 31 March 2015
No. of Shares held
% of Holding
No. of Shares held
% of Holding
Bharat Bhandari 1000100 6.7243 1000100 6.7243
Gaurav Bhandari 999800 6.7223 999800 6.7223
Veena Kumari Jain 946900 6.3666 946900 6.3666
Rubina Bhandari 877880 5.9025 877880 5.9025
Abhishek P Bansal 1376331 9.2540 ‐‐ ‐‐
Y. Ravinder Reddy 1000000 6.7236 1000000 6.7236
B & B infratech Ltd 2702150 18.1683 2452150 16.4874
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(iv) Terms / Rights attached to Equity shares
The Company has only one class of share capital, i.e equity shares having face value of Rs. 10/‐ per share. Each holder of share is entitled to one vote per share.
(v) Disclosure of number of equity shares fully paid up pursuant to contract(s) without payment being received
in cash, shares issued by way of bonus and shares bought back in immediately preceding last five years ended on March 31, 2016.
Particulars Aggregate No. of Shares (for last 5 Financial Years)
Equity Shares : Fully paid up pursuant to contract(s) without payment being received in cash 0 Fully paid up by way of bonus shares 0 Shares bought back 0
B. Reserves & Surplus
Particulars As at 31 March 2016 (Rs. in laks)
As at 31 March 2015 (Rs. in laks)
a. General reserves
As per last balance sheet (+) Current Year Transfer (‐) Written Back in Current Year
Closing Balance
__ — —
__ — —
__ ___
b. Surplus As per last balance sheet
(+) Net Profit/(Net Loss) For the current year
(‐) Transfer to Reserves
Closing Balance
(43.84)
(21.91)
—
(46.60))
2.76
—
(65.75) (43.84) )
Total (65.75) (43.84)
C. Short term borrowings
Particulars As at 31 March 2016 As at 31 March 2015 (Rs. in laks) (Rs .in laks)
Unsecured Loans and Advances from related parties (of the above, Rs. Nil is guaranteed by Directors / others)
508.09
191.09
Total 508.09 191.09
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D. Trade payables
Particulars As at 31 March 2016 As at 31 March 2015(Rs. in laks) (Rs. in laks)
Due to Micro & Small Enterprises
Others
—
5.90
—
33 36Total 5.90 33.36
E. Short term provisions
Particulars As at 31 March 2016 As at 31 March 2015 (Rs. in laks) (Rs. in laks)
(a) Provision for employee benefits Salary & Reimbursements
G. Non‐current investments ( at cost unless otherwise specified)
Particulars As at 31 March 2016
(Rs. in laks ) As at 31 March 2015
(Rs. in laks) Trade Investments (a) Investment in Equity instruments
0.60
0.60
(b) Investments in partnership firms* 307.85 271.00
Total 308.45 271.60 Details of quoted / unquoted investments Particulars As at 31 March 2016
(Rs. in laks) As at 31 March 2015
(Rs. in laks) Aggregate amount of quoted investments and market value thereof Aggregate amount of un‐quoted
—
308.45
—
271.60 investments at book value
Total 308.45 271.60
H. Inventories (at cost or net realizable value whichever is lower)
Inventories As at 31 March 2016 As at 31 March 2015 ( Rs.in laks) ( Rs.in laks)
a. Stock‐in‐trade 122.89 122.89
Total 122.89 125.81 I. Trade receivables
Trade Receivables As at 31 March 2016 As at 31 March 2015 (Rs. in laks) (Rs. in laks)
Trade receivables outstanding for a period less than six months from the date they are due for payment — —
Secured, considered good — —
Unsecured, considered good — —
Unsecured, considered doubtful — — Less: Provision for doubtful debts — —
— —
Trade receivables outstanding for a period exceeding six months from the date they are due for payment Secured, considered good — — Unsecured, considered good 35.65 35.65 Unsecured, considered doubtful
Less: Provision for doubtful debts — —
35.65 35.65
Total 35.65 35.65
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Trade Receivable stated above include debts due by :
Particulars As at 31 March 2016 As at 31 March 2015 (Rs. in laks) (Rs. in laks)
Directors * — — Other officers of the Company * — —
Firm in which director is a partner * Private Company in which director is a member — —
— —
J.
Cash and Bank balances
Cash and cash equivalents As at 31 March 2016 (Rs. in laks)
As at 31 March 2015 (Rs. in laks)
a. Balances with banks 0.97 6.77 b. Cash on hand 22.81 0.13
Total 23.78 6.90 K.
Short term loans and advances
Short‐term loans and advances As at 31 March 2016 (Rs. in laks)
As at 31 March 2015 (Rs. in laks)
a. Loans and advances to related parties
Secured, considered good — — Unsecured, considered good 5.50 5.50 Doubtful — — Less: Provision for doubtful loans and advances — — 5.50 5.50 b. Others Secured, considered good — — Unsecured, considered good Earnest Money Deposit 0.74 0.74 Advance recoverable in cash or kind 1737.12 1023.23 Doubtful — — Less: Provision for doubtful loans and advances — — 1737.86 1223.97 1743.36 1229.47
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As at 31 March 2016 (Rs. in laks)
Directors * — Other officers of the Company * — Firm in which director is a partner * — Private Company in which director is a member —
B&B Realty Ltd. Vivek Pachisia Mahendra Jain N.Srikrishna Bhanumurthy B.M Brian Mario Monteiro
22% 20% 20% 14% 10% 14%
Nil
(iv) Related Party disclosure in terms of AS 18 are as under :
Name of the Related Party
Relationship Transaction Amount (Rs. in laks)
Outstanding (Rs. in laks)
Smt. Ashu Bhandari Mother of Managing Director Payment of Rent
6.60 1.97
(v) Auditor’s Remuneration (Excluding service tax ) charged to the Statement of Profit and Loss
Particulars 2015‐16 (Rs. in laks)
2014‐15 (Rs. in laks)
Audit fees 0.20
0.10
Tax Audit fees Nil
Nil
Fees for other services Nil Nil
Total 0.20
0.10
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(vi) MSMED The company despite its efforts has not been able to obtain the necessary details, to enable it to identify Micro, Small and Medium enterprises among its creditors, in the terms of the Micro, Small & Medium Enterprises Development Act 2006. The company is unable to furnish the prescribed information with regards to its dues to any such enterprise.
(vii) Previous figures have been regrouped and reclassified wherever necessary to conform to that of the current year. (viii) During the year the company has entered into a Joint Venture Project styled as "Terminal‐1" for development of 8 Acres land on Joint Venture basis at Yerthiganahali Village, Devanahalli Taluk, Bangalore Rural Dist., comprising of the Company, M/s.V.R. Holding Ltd., Mr.Ratan Kumar Jain and Mr.Mahendra Kumar Jain and pending finalization of terms of association, an initial contribution of Rs.3,00,00,000/‐(Rupees Three Crores only) has been received from two of the associates. (ix) The company is in process of obtaining confirmation of balances from its debtors/creditors. (x) In view of the efforts is being to realize outstanding receivables and management being hopeful of realizing the same, no provision doubtful debts has been made.
T. SIGNIFICATNT ACCOUNTING POLICIES
1. Basis of preparations of financial statement:
The financial statements are prepared in accordance with Indian Generally Accepted Principles (“GAAP”) under the historical cost convention on the accounting principles of a going concern and the Company follows mercantile system of accounting and recognizes income and expenditure on accrual basis except those with significant uncertainties. GAAP comprises mandatory accounting standards issued by the Institute of Chartered Accountants of India (“ICAI”), the provisions of the Companies Act, 1956 and guidelines issued by the Securities and Exchange Board of India. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard required a change in accounting policy hitherto in use. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets, liabilities, revenues and expenses and disclosure of contingent liabilities on the date of financial statements. The recognition, measurement, classification or disclosure of an item or information in the financial statements is made relying on these estimates. Any revision to accounting estimates is recognized prospectively
2. Revenue Recognition:
Revenue from property development activity is recognized when all significant risks and rewards of ownership in the land and / or building are transferred to the customer and a reasonable expectation of collection of the sale consideration from the customer exists. Other income is accounted on accrual basis as and when the right to receive arises.
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3. Fixed Assets All fixed assets are stated at cost, less accumulated depreciation and impairment loss, if any. In accordance with AS 28 on “Impairment of Assets” issued by The Institute of Chartered Accountants of India, where there is an indication of impairment of the company’s assets related to cash generating units, the carrying amount of such assets are reviewed at each balance sheet date to determine whether there is any impairment. The recoverable amount of such assets is estimated at the higher of its net selling price and its value in use. An impairment loss is recognized in the Profit & Loss Accounts whenever the carrying amount of such assets exceeds its recoverable amount
4. Depreciation
Depreciation on Fixed Assets is provided at the rates and in the manner prescribed in schedule II to companies Act, 2013.
5. Inventories and Work in Progress :
i) Construction Materials are valued at cost. ii) Work ‐ in progress and Finished goods are valued at cost consisting of direct materials, direct
labour, direct overheads and direct finance charges. 6. Investments :
Current Investments are stated at lower of cost or market value. Long term investments are stated at cost and provision for diminution on their value, other than temporary, is made in the accounts.
7. Foreign Currency Transactions
Transactions in foreign currency are recorded at the rate of exchange in force at the date of transactions. Gain and losses resulting from settlement of such transactions and from the transaction of monetary assets and liabilities denominated in foreign currencies are recognized in Profit and Loss Account.
8. Employee Benefits
I. Provident fund: provident fund is a defined contribution scheme and contributions are charged to the profit and loss Account as incurred.
II. Gratuity: Gratuity is a defined benefit retirement plan and being accounted for on cash basis. III. Liability for leave encashment is accounted for on cash basis.
9. Borrowing Cost
Borrowing costs directly attributable to acquisition and construction of qualifying assets and are capitalized as a part of the cost of such asset up to the date when such asset is ready for its intended use. Other borrowing costs are charged to profit and loss account.
10. Segment Reporting
In view of the management the company has operated in only one segment in Financial year 2013‐14 namely Business in Real‐estate. Hence there is no requirement of disclosure of segment wise profit as per AS 17 “Segment Reporting”.
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11. Accounting for Taxes on income
Income tax expenses comprise current tax and deferred tax charges or credit (reflecting the tax effects of timing differences between accounting income and taxable income of the year). The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognized using the tax rates that have been enacted of substantively enacted by the balance sheet date. Deferred tax on assets are recognized and carried forward only if there is a virtual/reasonable certainty of realization of such assets in near future and are reviewed for their appropriateness of their respective carrying value at each balance sheet date.
The effect of accounting standard 22, Accounting for Taxes on income has not been accounted in the books of the company for the financial year 2014‐15 due to non existence of timing difference.
12. Provisions, Contingent Liabilities And Contingent Assets A provision is made based on a reliable estimate when it is probable that an outflow of resources embodying economic benefits will be required to settle an obligation. Contingent liabilities are disclosed in the notes to accounts and are determined based on the management perception that these liabilities are not likely to materialize. Contingent assets are not recognized or disclosed in the financial statements.
13. Others :
Accounting policies not specifically referred to are consistent with generally accepted accounting principles followed by the company
For and on behalf of the Board of Directors Refer My Report of Even Date
For T. Srinivasa & Co., Chartered Accountants
Bharat Kumar Bhandari Gaurav Kumar Bhandari CA T. Srinivasa Managing Director Director Proprietor M.No. 024213 Place : Bengaluru Date : 10/05/2016
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B&B REALTY LIMITED
Cash Flow Statement for the year ended 31st March 2016
Rs. In lakhs Rs. In lakhs
Particulars
As at
31/03/2016
As at
31/03/2015
A CASH FLOW FROM OPERATING ACTIVITIES
Net profit before tax and Extraordinary items -21.91 9.07
Extraordinary items - 5.77
Net profit / loss before tax and Extraordinary items -21.91 3.30
Adjustment for: - 10.02
Depreciation Nil Nil
Interest paid Nil 3.30
Interest received Nil Nil
Operating profit before working capital changes -21.91 3.30
Adjustment for:
Trade and other receivables (Net) -513.89 -52.84
Inventories - 2.92
Trade payables 589.54 50.12
Cash Generated from Operations 53.73 13.51
Direct tax paid - -0.54
Net cash generated from operating activities 53.73 12.97
B CASH FLOW FROM INVESTMENT ACTIVITIES
Purchase of fixed assets
Investment in partnership firm -36.85 -1.00
Interest income Nil Nil
sale s of investments Nil Nil
Net cash used in investment activities -36.85 -1.00
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issue of share capital Nil -
Proceeds from short term borrowings - -6.86
Repayment of finance, lease, liabilities Nil Nil
Dividend paid Nil Nil
Net cash used in financing activities activities - -6.86
D NET INCREASE/(DECREASE) IN CASH AND CASH EQUAVALENTS 16.88 5.11
Cash and cash equavalent as at opening 6.90 0.89
Cash and cash equavalent as at closing 23.78 6.90
For and on behalf of the Board As per my report of even date
For T. Srinivasa & Co.,
Chartered Accountants
Bharat Kumar Bhandari Gaurav Kumar Bhandari (CA T. Srinivasa )
Managing Director Director Proprietor
Place : Bengaluru M.No. 024213
Date: 10/05/2016 Place : Bengaluru
Date: 10/05/2016
Administrator
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Registered Office: #17, 4th Floor, Shah Sultan Complex, Ali Asker Road, Bangalore, Karnataka
Ph. No. 080 2220 3274/75 | Fax: 080 2220 2029 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 and April 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, B&B 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, B&B Realty Limited ---------------------------------------------------------CUT HERE----------------------------------------------------------- Form for registration of E-mail Id for receiving documents/notices through electronic mode I/We, shareholder(s) of B&B Realty Limited hereby agree to receive documents/notices from B&B Realty Limited through electronic mode and my E-mail Id(s) for receiving such documents/notices is/are given below: Yes___________ No____________ Name (In block letters) (including Joint holders, if any) Registered Folio Number/DP ID/Client ID E-mail Id Signature (including Joint holders, if any)
Place: Bangalore Date: 03.09.2016
Administrator
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Registered Office: No.17, 4th Floor, Shah Sultan, Ali Asker Road, Bangalore-560 052
Form No. MGT-11 Proxy form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]
CIN: L74140KA1983PLC065632 Name of the company: B&B REALTY LIMITED Registered office: No. 17, 4th Floor, Shah Sultan Ali Askar Road BANGALORE-
560052 Name of the member(s): Registered address: Email Id: Folio No./Client Id: DP ID: I/We, being the member (s) of …………. shares of the above named company, hereby appoint
1. Name: Address: E-mail Id: Signature:
2. Name:
Address: E-mail Id: Signature:
3. Name:
Address: E-mail Id: Signature:
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the …………..Annual general meeting/ Extraordinary general meeting of the company, to be held on the …… day of……. At………. a.m. / p.m. at……………… (Place) and at any adjournment thereof in respect of such resolutions as are indicated below:
Resolution No. Particulars 1. 2. 3.
Signed this 3rd day of September, 2016. Signature of shareholder Signature of Proxy holder(s) Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of theMeeting.
Administrator
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43
B&B REALTY LIMITED
Registered Office: No.17, 4th Floor, Shah Sultan, Ali Asker Road, Bangalore-560 052
ATTENDANCE SLIP
I hereby record my presence at the Annual General Meeting of the Members of B&B REALTY LIMITED to be held on Monday the 26th September, 2016 at 03.30 P.M. at Registered office of the Company 1. L.F.No.__________________________________________________________________________ 2. Depository: NSDL/CDSL_____________________________DP.ID__________________________ 3. Client ID____________________________ (Shares held in Electronic Form) 4. Full name of the Shareholder: _________________________________________________________________
(IN BLOCK LETTERS) 5. No. of equity shares held:__________________________________________ 6. Signature of the shareholder or proxy attending___________________________________________________ (PLEASE GIVE FULL NAME OF THE 1ST JOINTHOLDER) Mr./Mrs./Miss_________________________________________________________________________
(TO BE USED ONLY WHEN FIRST NAMED SHAREHOLDER IS NOT ATTENDING)
NOTE : PLEASE FILL IN THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE HALL.
FORM NO. MGT 9
EXTRACT OF ANNUAL RETURN
As On Financial Year Ended On 31.03.2016
Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.
I REGISTRATION & OTHER DETAILS: i CIN L74140KA1983PLC065632 ii Registration Date 31/01/1983 iii Name of the Company B&B REALTY LIMITED iv Category/Sub-category of the Company COMPANY LIMITED BY THE
SHARES
v Address of the Registered office & contact details
NO. 17, 4TH FLOOR, SHAH SULTAN ALI ASKAR ROAD BANGALORE-560052
vi Whether listed company YES vii Name, Address & contact details of the Registrar &
Transfer Agent, if any. MAHESHWARI DATAMATICS PVT LTD, 6, MANGOE LANE, 2ND FLOOR, KOLKATA-700001.
II PRINICPAL BUSINESS ACTIVITIES OF THE COMPANY:
All the business activities contributing 10% or more of the total turnover of the company shall be stated
SL No
Name & Description of main products/services
NIC Code of the Product /service
% to total turnover of the company
1 Real Estate 100% II PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES: Sl No
Name & Address of the Company
CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE
% OF SHARES HELD
APPLICABLE SECTION
1 NIL
Administrator
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IV SHAREHOLDING PATTERN (Equity Share Capital Break Up as % to total Equity): Category of Shareholders
No. of Shares held at the beginning of the year as on 01/04/2015
No. of Shares held at the end of the year as on 31/03/2016
i) Indian 4569811 21900 4591711 30.8730 1580783 21900 1602683 10.7759 -65.0962ii) Overseas b) Individuals i) Individual shareholders holding nominal share capital up to Rs.1 lakhs
Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)
At the end of the year
Administrator
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(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs): Sl. No
Shareholding at the end of the year
Cumulative Shareholding during the year
For Each of the Top 10 Shareholders
No. of shares
% of total shares of the company
No of shares
% of total shares of the company
At the beginning of the year Annexure-2
Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)
At the end of the year (or on the date of separation, if separated during the year)
(v) Shareholding of Directors & KMP: Sl. No Shareholding at the end of
the year Cumulative Shareholding during the year
For Each of the Directors & KMP
No. of shares
% of total shares of the company
No of shares
% of total shares of the company
At the beginning of the year Annexure-3
Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)
At the end of the year
Administrator
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V INDEBTEDNESS: Indebtedness of the Company including interest outstanding /accrued but not due for payment Secured
Loans excluding deposits
Unsecured Loans
Deposits Total Indebtedness
Indebtness at the beginning of the financial year
i) Principal Amount 00 00 00 00 ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii) Change in Indebtedness during the financial year
Additions Reduction Net Change Indebtedness at the end of the financial year
i) Principal Amount ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii) 00 00 00 00 VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: A. Remuneration to Managing Director, Whole time director and/or Manager: NIL Sl. No
Particulars of Remuneration Name of the MD/WTD/Manager
Total Amount
1 Gross salary (a) Salary as per provisions
contained in section 17(1) of the Income Tax. 1961.
(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961
(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961
2 Stock option 3 Sweat Equity 4 Commission as % of profit others (specify) 5 Others, please specify Total (A) Ceiling as per the Act
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B. Remuneration to other directors: NIL Sl.No Particulars of Remuneration Name of the Directors Total Amount
1 Independent Directors (a) Fee for attending board committee
meetings
(b) Commission (c ) Others, please specify Total (1) 2 Other Non Executive Directors (a) Fee for attending
board committee meetings
(b) Commission (c ) Others, please specify. Total (2) Total (B)=(1+2) Total Managerial
Remuneration
Overall Cieling as per the Act. C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD: NIL Sl. No.
Particulars of Remuneration Key Managerial Personnel Total
1 Gross Salary CEO Company Secretary
CFO Total
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961.
NIL
(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961
(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961
2 Stock Option 3 Sweat Equity 4 Commission as % of profit others, specify 5 Others, please specify Total
Administrator
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VII PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES--NIL Type Section
of the Companies Act
Brief Description
Details of Penalty/Punishment/Compounding fees imposed
Authority (RD/NCLT/Court)
Appeall made if any (give details)
A. COMPANY
Penalty Punishment Compounding B. DIRECTORS
Penalty Punishment Compounding C. OTHER OFFICERS IN DEFAULT
Penalty Punishment Compounding
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Annexure-1 (iii) Change in Promoters' Shareholding:
