Equity Analysis

Directors Report

    B&B Realty Ltd
    Industry :  Construction
    BSE Code
    ISIN Demat
    Book Value()
    506971
    INE314E01019
    10.3816337
    NSE Symbol
    P/E(TTM)
    Mar.Cap( Cr.)
    N.A
    5.49
    6.29
    EPS(TTM)
    Face Value()
    Div & Yield %:
    0.77
    10
    0
     

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