b & b annual report 2011-12 final · 2012-09-07 · annual report 2011 - 12 b & b realty...
TRANSCRIPT
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
COMPANY INFORMATION
BOARD OF DIRECTORS
Mr. Bharat Kumar Bhandari Chairman, Managing Director
Mr. Gaurav Kumar Bhandari Executive Director
Mr. Sandeep Daga Independent Director
Mr. Naveen Kumar Banthia Independent Director
Mr. Kirthy Kumar A. Shah Independent Director
Mr. Y. Ravinder Reddy Non-Executive Director
AUDITORS
Mishra & Co.,
Chartered Accountants,
No. 699, 13th Cross,
MES Road, Bangalore
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,
Ali Asker Road, Bangalore – 560 052
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
CONTENTS
Particulars Page No.
1. Notice 1
2. Directors Report 6
3. Code of Conduct for Senior Management 10
4. Corporate Governance Report 11
5. CEO/CFO Certificate 20
6. Auditors’ Certificate on Corporate Governance 21
7. Compliance Certificate 22
8. Auditors’ Report to the Shareholders 27
9. Balance Sheet 32
10. Profit & Loss Account 33
11. Notes to Accounts 34
12. Cash Flow Statement 45
13. Go Green Registration form 46
14. Proxy Form 47
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
NOTICE
T0 ALL THE MEMBERS OF B&B REALTY LIMITED,
NOTICE IS HEREBY given that 29TH Annual General Meeting of Shareholders of B&B Realty Ltd (Formerly Sterlite
Projects Limited) is going to be held on Saturday 29th September 2012 at 02.00 p.m., at the Registered office of the
company at #17, 4th Floor, Shah Sultan Complex, Ali Asker Road, Bangalore – 560052 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 2012 along with the reports of Directors and Auditors thereon.
2. To appoint a director in place of Shri Y. Ravinder Reddy who retires by rotation and being eligible reappointment
offers himself for reappointment.
3. To appoint a director in place of Shri Kirty Kumar A Shah who retires by rotation and being eligible reappointment
offers himself 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.
SPECIAL BUSINESS:
5. To consider and if thought fit, to pass with or without modification(s) if any, for the delisting of securities from
the Uttar Pradesh Stock Exchange Association Limited as a SPECIAL resolution.
“RESOLVED THAT pursuant to the applicable provisions of the Securities and Exchange Board of India (Delisting
of Equity Shares) Regulations, 2009 (hereinafter referred to as the “Delisting Guidelines”) and subject to the
provisions of the Companies Act, 1956, Securities Contracts (Regulations) Act, 1956 and Rules framed there
under, Listing Agreement, and all other applicable rules, regulations, guidelines and subject to approval, consent,
permissions or sanction of the Securities and Exchange Board of India (if required), Stock Exchanges where
the shares of the Company are listed and any other appropriate authorities, institutions or regulators as may
be necessary and subject to such conditions and modifications, if any, as may be prescribed or imposed by any
authority while granting such approvals, permissions and sanctions, which may be agreed to by the Board of
Directors of the Company (herein after referred as the “Board” which term includes any Committee thereof or
any Director or any person authorized for the time being exercising the powers conferred on the Board), the
consent of the Company be and is hereby accorded to the Board to the voluntary delisting of the Equity
Shares of the Company from the Uttar Pradesh Stock Exchange Association Limited at such time as the Board
may decide.”
“RESOLVED FURTHER THAT any one of the directors be and is hereby authorized to do all acts, deeds, matters
and things to give to this resolution.”
1
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
6. To consider and if thought fit, to pass with or without modification(s) if any, for the delisting of securities from
the Delhi Stock Exchange Association Limited as a SPECIAL resolution.
“RESOLVED THAT pursuant to the applicable provisions of the Securities and Exchange Board of India (Delisting
of Equity Shares) Regulations, 2009 (hereinafter referred to as the “Delisting Guidelines”) and subject to the
provisions of the Companies Act, 1956, Securities Contracts (Regulations) Act, 1956 and Rules framed there
under, Listing Agreement, and all other applicable rules, regulations, guidelines and subject to approval, consent,
permissions or sanction of the Securities and Exchange Board of India (if required), Stock Exchanges where
the shares of the Company are listed and any other appropriate authorities, institutions or regulators as may
be necessary and subject to such conditions and modifications, if any, as may be prescribed or imposed by any
authority while granting such approvals, permissions and sanctions, which may be agreed to by the Board of
Directors of the Company (herein after referred as the “Board” which term includes any Committee thereof or
any Director or any person authorized for the time being exercising the powers conferred on the Board), the
consent of the Company be and is hereby accorded to the Board to the voluntary delisting of the Equity
Shares of the Company from the Delhi Stock Exchange Association Limited at such time as the Board may
decide.”
“RESOLVED FURTHER THAT any one of the directors be and is hereby authorized to do all acts, deeds, matters
and things to give to this resolution.”
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, pursuant to Section 187 of the Companies Act, 1956, 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 register your email Ids with the company at [email protected]
by providing their name, address, Registered Folio No./DP ID No/Client ID No. and their email 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.
2
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
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.
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 25,
2012 to September 28, 2012 (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.
By Order of the Board
Place : Bangalore Bharat Kumar Bhandari
Date : 1st September, 2012 Managing Director
3
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
EXPLANATORY STATEMENT PURSUANT TO SECTION 173 OF THE COMPANIES ACT, 1956 ITEM NO. 5 & 6
EXPLANATORY STATEMENT
The Shares of the Company are presently listed on the Bombay Stock Exchange Limited, Calcutta Stock Exchange
Association Limited, Delhi Stock Exchange Association Limited and Uttar Pradesh Stock Exchange Association Limited.
As per the then prevailing Securities and Exchange Board of India guidelines when the trading in shares was
predominantly done in the physical mode, a listed company was compulsorily required to list its shares on a regional
stock exchange. Since the registered office of the Company is situated at Kolkata, the Kolkata Stock Exchange
Association Limited became the regional stock exchange for the Company.
In terms of newly introduced Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009
which permits the companies to delist its shares from one or more Stock Exchanges, the Board of Directors of the
Company in its meeting held on September 1, 2011 has approved delisting of the Company’s shares from Delhi Stock
Exchange Association Limited and Uttar Pradesh Stock Exchange Association Limited. Therefore in line with the said
Delisting Guidelines, the approval of the members by way of Special Resolution is required for enabling voluntary
delisting of its Securities from the Stock Exchange. Accordingly the above Resolution is proposed for the approval of
the members.
It is to be noted that the shares of the Company are presently traded negligibly on the Delhi Stock Exchange Association
Limited, Uttar Pradesh Stock Exchange Association Limited. The entire trading of the Company’s shares is done only
at the Bombay Stock Exchange Limited, which has nationwide trading terminals. Thus the proposed Resolution does
not have any impact on the liquidity for the shares held by the investors. Further, in terms of the aforesaid SEBI
Guidelines, since the Equity Shares of the Company will continue to remain listed on Bombay Stock Exchange Limited
which has national wide trading terminals, which is the regional stock exchange, no exit opportunity is required to
be given to the members. The delisting of shares on the Uttar Pradesh, Calcutta Stock Exchange Association Limited
and Delhi Stock Exchange Association Limited would reduce the administrative work and also reduce the expenditure.
None of the directors is, in any way, concerned or interested in the said resolution.
By Order of the Board
Place : Bangalore Bharat Kumar Bhandari
Date : 1st September, 2012 Managing Director
4
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
BRIEF RESUME OF DIRECTORS TO BE APPOINTED IN THE ANNUAL GENERAL MEETING
A Name Y. Ravinder Reddy Kirthy Kumar A. Shah
B Brief Resme
(i) Age 45 60
(ii) Qualification Diploma in Civil, B.A.
(iii) Experience in Specific Functional Area Having 15 years of Having over three
experience in the decades of experience
field of construction in the business
business. of Industrial Hardware
(iv) Date of Appointment 27.10.2009 12.09.2008
on Board of Company
C Nature of Expertise in Real Estate Industrial Hardware
Specific Functional Area
D Names of public Companies Rose Garden Gennex Laboratories
in which Directorships held Developers Limited Limited
Prudential Sugar
Corporation Limited
B&B Infratech Limited B&B Infratech Limited
G No. of Shares of the company 1000000 Nil
held by the Director
5
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
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, 2012.
FINANCIAL RESULTS:
Particulars Current Year Previous Year
March 31, 2012 March 31,2011
(Rs. in ‘000) (Rs. in 000)
Total Revenue 1,920.00 -
Total Expenditure 1,807.04 1,632.04
Earnings before exceptional 112.96 (1,632.04)
and extraordinary items and tax
Earnings before extraordinary items and tax 112.96 (1,632.04)
Earnings before tax 21.53 (1,632.04)
Tax expenses 21.53 -
Earnings/(loss) from 91.44 (1,632.04)
Discontinuing operations (after tax)
OPERATIONAL REVIEW
The net earnings of your company for the Current Financial Year 2011 – 12 is Rs. 91.44 i.e. in positive figures, as
compared the loss of Rs. 1,632.04 attained in the Previous Financial Year 2010 – 2011.
With the main object of expanding operation in Real Estate and Infra Structure Development, during the year under
review the company focused on the Real Estate business only. The Company has made significant in roads in the Real
estate business and currently in the process of finalizing two new projects in the form in the form of partnership
firms namely M/s Hillsborough County and M/s Somerset County for development of Residential villas and Apartments
at Nandi hills near Bangalore. The said projects have been done in separate Special Purpose Vehicles (SPV) respectively,
wherein the company has partnered with other developers. Your directors are confident of achieving better result in
the coming years.
SHIFTING OF REGISTERED OFFICE
The Directors wishes to inform the Shareholders that the company has received the order from Company Law Board,
Kolkata dated 8th August 2012 approving the Shifting the Registered office of the company from Kolkata, West Bengal
to Bangalore, Karnataka. Hence the Registered office of the company is shifted to No.17 4th Floor, Shah Sultan
Bldg, Ali Asker Road, Bangalore - 560052.
6
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
RESERVES
The company has not transferred any amounts of profit to the Reserves.
DIVIDEND
In view of the insufficient profit, the Directors decided to employ such amount in the growth of the business of
company and did not recommend any dividend for the year under review.
FIXED DEPOSIT
The company has not accepted any fixed deposit within the meaning of Section 58A of the Companies Act, 1956 and
the rules made there under.
DIRECTORS
The Board of Directors in its meeting held on 26th July, 2012 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 Shah, The Non Executive Independent Director of the company, with effect from 30th September
2012. A brief resume of such Directors is given further in the Annual Report.
AUDIT COMMITTEE
The audit committee presently has 4 directors as members viz. Mr. Sandeep Daga, Mr. Naveen Kumar Banthia, Mr.
Kirthy Kumar A. Shah and Mr. Bharat Kumar Bhandari. Except Mr. Bharat Kumar Bhandari, all other members of the
audit committee are non-executive independent directors. Mr. Sandeep Daga 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, 1956 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
M/s. Mishra & Co., Chartered Accountants, the Statutory Auditors of the Company, retire at the ensuing Annual
General Meeting and have confirmed their eligibility as per Sec 224 of the Companies Act, 1956 and their willingness
to accept office, if re-appointed.
AUDITORS’ REPORT
There were no disqualification stated in the Auditors Report for the Financial Year 2011-12
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars required to be finished under the Companies (Disclosure of Particulars in the Report of Board of Directors)
Rules, 1988 are as under:-
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.
7
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
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.
PARTICULARS OF EMPLOYEES
None of the employees of the Company were drawing emoluments more than what has been specified under Section
217(2A) of the Companies Act, 1956 a part of our report attached herewith.
DIRECTORS’ RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby confirms
that:
1. in the preparation of the annual accounts, the applicable accounting standards have been followed and no
material departures have been made from the same;
2. the directors have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
company and of the profit or loss of the Company for that period;
3. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
4. The directors have prepared the accounts for the financial year on a ‘Going Concern’ basis.
8
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
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.
By Order of the Board
Place : Bangalore Bharat Kumar Bhandari
Date : 1st September, 2012 Managing Director
9
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
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.
By Order of the Board
Place : Bangalore Bharat Kumar Bhandari
Date : 1st September, 2012 Managing Director
10
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
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 four Non-executive 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 2011-12, seven board meetings were held dated, 27/04/2011, 10/8/2011, 06/09/2011, 3/10/
2011, 14/11/2011, 24/01/2012 and 23/02/2012. 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:
No. of
other Membership in the
Name & Designation Attendance Member committees of other
ships / companies
Directorships*
Board Last AGM As As
member Chairman
Mr. Bharat Kumar Bhandari 7 Yes 4 0 1
Managing Director
Mr. Gaurav Kumar Bhandari 6 Yes 2 0 0
Whole-time Director
11
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
Mr. Y. Ravinder Reddy 4 Yes 0 0 0
Non Executive whole time Director
Mr. Kirthy Kumar A. Shah 3 No 1 1 0
Non-executive Independent Director
Mr. Sandeep Kumar Daga 3 Yes 0 0 0
Non-executive Independent Director
Mr. Naveen Kumar Banthia 4 Yes 2 0 0
Non-executive Independent Director
*Other Directorship excludes Directorship in Private Limited Companies.
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 2011-12. 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 three Independent Directors 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 292A of the Companies Act, 1956 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 2011- 12, five Audit committee meetings have been held dated 27.04.2011, 10.08.2011,
05.09.2011, 13.11.2011 and 24.01.2012. Mr. Sandeep Kumar Daga 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:
12
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
Name of Members Designation Meetings
of Audit committee Attended
Mr. Sandeep Kumar Daga Chairman
(Non-executive Independent Director) 5
Mr. Naveen Kumar Banthia Member
(Non-executive Independent Director) 3
Mr. Bharat Kumar Bhandari Member (Managing Director) 4
Mr. Kirthy Kumar A. Shah Member
(Non-executive Independent Director) 2
REMUNERATION COMMITTEE
The Remuneration Committee comprises of four Directors:
Name of the Director Category of Membership
Mr. Sandeep Daga Non-executive Independent Director
Mr. Naveen Kumar Banthia Non-executive Independent Director
Mr. Kirthy Kumar A. Shah Non-executive Independent Director
Mr.Bharat Kumar Bhandari Managing Director
Mr. Gaurav Kumar Bhandari Whole time 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 Two times
during the year 2011-12, on 14.11.2011 and 26.04.2011. The composition of the Committee & the details of meeting
attended by the Directors during the year are given below:
Name of the Director Category of Membership Meetings Attended
Mr. Kirthy Kumar A. Shah Chairman
(Non-executive Independent Director) 02
Mr. Sandeep Kumar Daga Member
(Non-executive Independent Director) 01
Mr.Bharat Kumar Bhandari Member (Managing Director) 02
Mr. Gaurav Kumar Bhandari Member (Wholetime Director) 02
13
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
Shareholders’ queries
During the Financial Year 2011-12, only one complaint was received from shareholders, which has been resolved.
No complaints as on the date of this report were pending. There were no share transfers pending registration as on
31st March, 2012.
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.
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 2011-12 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.
14
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
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 kalantar (Published in Bengali).
OTHER INFORMATION TO SHAREHOLDERS:
1. The location, date and time of the last three Annual General Meetings were as under:
YEAR DATE TIME PLACE
2008-09 30-09-2009 02.00 PM KOLKATA
2009-10 30-09-2010 02.00 PM KOLKATA
2010-11 30-09-2011 02.00 PM KOLKATA
2. POSTAL BALLOT RESOLUTION
During the year your company has taken consent of the shareholders of the company pursuant to
Section192Aof the Companies Act, 1956, read with the Companies (Passing of the Resolutions by Postal
Ballot) Rules, 2001, through postal ballot notice dated 6th September, 2011 for alteration in the Situation
clause on Memorandum of Association due to change in the registered office of the company from Kolkata,
West Bengal to Bangalore, Karnataka, under section 17 of the Companies Act.
The result of the voting conducted through postal ballot on the basis of the report submitted by Mrs.
Monica Shreyans, Practising Company Secretary, Bangalore(Scrutinizer).
A summary of the postal ballot forms received is given below:
Particulars No. of Postal No. of Shares % of total paidup
Ballot Forms equity capital
(a) Total postal ballot 32 8768848 58.9589
forms received
(b) Less : invalid postal ballot
forms (as per register) 2 - -
(c) Net valid postal ballot 30 8768848 58.9589
forms (as per register)
l Summary of the Postal Ballots with assent / dissent for the resolutions is as follows:
8768738 58.9582 90 110 0.0007396 10
Description Assent Dissent
No. ofShares
% of total paidup equity
capital
% of totalvotescasted
No. of
Shares
% of total paidup equity
capital
% of totalvotescasted
Shifting ofRegistered officefrom Kolkata to
Bangalore
15
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
Procedure of Postal Ballot Report:
i) After obtaining consent to act as Scrutinizer the Board of Directors appoints Scrutinizer toconduct Postal Ballot process in true, fair and transparent manner.
ii) Cut Off date is fixed for identifying shareholders entitled to receive notice of the postal ballot.
iii) Board resolution along with calendar of events is filed with Registrar of Companies within one week ofthe date of the Board Meeting.
iv) Postal Ballot Notice along with explanatory statement and Postal Ballot form with instructions aredispatched to shareholders.
v) Company advertises dispatch of postal ballot in one English Newspaper and one Vernacular language.
vi) The postal ballot form duly completed and signed should be sent to the Scrutinizer appointed by theCompany at the registered office of the Company on or before the close of the Business hours on specifieddate.
vii) Scrutinizer after carrying out postal ballot process submits their Report to the company on the specifieddate.
viii) Declaration of Result of the postal ballot shall be declared on specified date and the same shall be notifiedto stock exchanges as well as published in one English Newspaper and one Vernacular language.
3. The Company has complied with all the requirements of the listing agreement with the Stock Exchanges aswell as regulations and guidelines of SEBI. No strictures or penalty were imposed on the Company by StockExchanges or SEBI or any statutory authority, on any matter related to capital markets during the last threeyears.
4. The promoter and promoters group has not pledged their shares.
5. The Company has not raised money from the Public Issue.
6. The Company does not have any subsidiary.
7. 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.
GENERAL INFORMATION
1. Annual General Meeting :
Date Saturday, 29th September, 2012
Time 02.00 P.M.
Venue B&B Realty Limited,
No. 17, 4th Floor, Shah Sultan Complex,
Ali Asker Road, Bangalore – 560 052
16
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
2. Financial Calender (2012-2013):
Board Meetings (for F.Y.2011-12 (Tentative)
Quarter ending on 30th June 2012 : On or before August 15, 2012
Quarter and Half-year ending on 30th Sept. 2012 : On or before November 15, 2012
Quarter ending on 31st December 2012 : On or before February 15, 2013
Year ending on 31st March 2013 : On or before May 15/May 30, 2013
3. Date of Book Closure : 26th September 2012 to 29th September 2012
(both days inclusive)
4. Listing on Stock Exchanges: Bombay Stock Exchange, Mumbai;
Delhi Stock Exchange, Delhi;
Calcutta Stock Exchange, Kolkata;
Uttar Pradesh Stock Exchange, Kanpur;
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 Limited.
MONTH HIGH LOW
PRICE PRICE
Apr 11 40.00 31.15
May 11 29.60 18.10
Jun 11 23.85 17.50
Jul 11 27.75 22.55
Aug 11 29.20 22.35
Sep 11 24.15 15.05
Oct 11 21.60 15.05
Nov 11 25.90 17.80
Dec 11 21.65 13.95
Jan 12 15.95 10.75
Feb 12 12.69 9.43
Mar 12 10.64 7.00
17
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
7. Share Price Movement of company in comparison to BSE Realty Indices
BSE
REALTY :
B&B REALTY LIMITED:
8. Registrar and Transfer Agents: Maheshwari Datamatics Pvt. Ltd,
6, Mangoe Lane, 2nd Floor,
Kolkata – 700 001
18
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
9. 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 periodof 30 days from the date of receipt subject to the documents being complete and valid in all respects. Therequests for dematerialisation of shares are also processed by the R&T agent within stipulated period of 21days and uploaded with the concerned depositories.
10. Distribution of Shareholding
As on 31/03/2012
Range No. of % of total Share/deben % to totalShareholders shareholders ture Amount Share Capital
Rs. Rs.
Upto 5000 5720 95.8606 6278930 4.22175001 to 10000 87 1.4580 693750 .4665
10001 to 20000 31 .5195 477650 .3212
20001 to 30000 12 .2011 288810 .1942
30001 to 40000 9 .1508 305140 .2052
40001 to 50000 11 .1843 518920 .3489
50001 to 100000 33 .5530 2757500 1.8540
100001 and above 64 1.0726 137408300 92.3884
TOTAL 5967 100 148729000 100
11. Shareholding pattern As at 30/03/2012
S.No. Category No. of Shares held Percentage
01 Promoter 8107981 54.5151
02 Foreign Institutional Investors Nil Nil
03 Corporate Bodies 2381145 16.0100
04 NRIs/OCBs 3800 0.0255
05 Clearing members 1104 0.0075
06 General Public 4378870 29.4419
TOTAL 14872900 100.00
12. 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 720 and in physical form was 5247 equity shares as on 31.03.2012.
13. 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
19
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
Email id: [email protected], Website: www.bbrl.in
CERTIFICATE OF CHIEF EXECUTIVE OFFICER/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 2011-12 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 containstatements that might be misleading.
2. These statements together present a true and fair view of the Company’s affair and are incompliance withexisting 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 theyear 2011-12 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 thatwe have evaluated the effectiveness of the internal control system for the purpose of financial reporting ofthe Company and we have disclosed to the auditors and the Audit Committee those deficiencies, of which weare aware, in the design or operation of the internal control systems for the purpose of financial reporting andthat 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 : 01.09.2012
Bharat Kumar Bhandari
20
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
(Managing Director)
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, 2012, 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 Mishra & Co.,
Chartered Accountants
Nilamadhab Mishra
Place : Bangalore Proprietor
Date: 01.09.2012 M.No. 223157, FRN: 012355S
21
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
COMPLIANCE CERTIFICATE
CIN – L74140WB1983PLC035772
Nominal Capital : Rs. 15 Crores
To,
The Members
M/S. B&B REALTY LIMITED
No. 17, 4th Floor, Shah Sultan
Ali Askar Road, Bangalore- 560052
I have examined the registers, records, books and papers of M/S. B&B REALTY LIMITED (the Company) as required
to be maintained under the Companies Act, 1956, (the Act) and the Rules made there-under and also the provisions
contained in the Memorandum and Articles of Association of the Company for the financial year ended 31st March
2012. In my opinion and to the best of my information and according to the examinations carried out by me and
explanations furnished to me by the Company, the officers and agents, I certify that in respect of the aforesaid
financial year :
1. The Company has kept and maintained all registers as stated in Annexure ‘A’ to this Certificate as per the
provisions of the Act and the Rules made there-under and recorded all necessary entries therein.
2. The Company has filed the forms and returns as stated in Annexure ‘B’ to this Certificate with the Registrar of
Companies as required under the Act and the rules made there-under. The Company has filed an applicationwith the Company Law Board for shifting of registered office from West Bengal, Kolkata to Karnataka, Bangalore.However, the Company has not filed any forms and returns with the Regional Director, Central Government,or other authorities since there was no requirement for the same as evidenced by the transactions executedby the Company during the year and as informed by the Company.
3. The Company being a Public Listed Company has the minimum prescribed Paid-up Share Capital and theirmaximum numbers of Members during the said financial year were 5967.
4. The Board of Directors duly met Six (6) times on 27th April 2011, 10th August 2011, 6th September 2011, 14th
November 2011, 24th January 2012, 23rd February 2012 in respect of which Meetings, proper notices weregiven and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.Further, during the year under certification, the Circular Resolutions, if any passed by the Company has beenconfirmed at the Board Meeting held subsequent to the date of such passing and has been properly recordedand signed in the Minutes Book maintained for the purpose.
5. The company being a Public Listed Company closed its Register of Members from 27th September 2011 to 30th
September 2011, (both days inclusive) and necessary compliance of Section 154 of the Act has been made.Since the Company has not issued Debentures, closure of Register of Debenture holders during the yearunder certification does not arise. 22
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
6. The Annual General Meeting for the financial year ended on 31st March 2011 was held on 30th September2011, after giving due notice to the members of the company and the resolutions passed thereat were dulyrecorded in Minutes Book.
7. The Company did not hold any extraordinary meetings during the financial year and hence recording theresolutions passed thereat in the Minutes Book maintained for the purpose does not arise.
8. The Company has not advanced or received loans to or from its directors and/or persons, firms or companiesreferred to in Section 295 of the Act.
9. The Company has complied with the provisions of Section 297 of the Act in respect of contracts specified inthat Section.
10. The Company has made necessary entries in the Register maintained under Section 301 of the Act to theextent applicable.
11. It has been observed that the Company had no occasion to obtain approvals for complying with the provisionsof Section 314 of the Act during the year ended 31st March 2011.
12. The Company did not issue any duplicate share certificates during the year under certification.
13. (i) There was no allotments/transmission of securities during the financial year and hence, delivering theshare certificates after allotment and transmission in accordance with the provisions of the Act doesnot arise. On lodgment for transfer, the Company has delivered all the Certificates in accordance withthe provisions of the Act.
(ii) The Company has not deposited any amount in a separate Bank Account as no dividend was declared
during the financial year. (iii) The Company was not required to post warrants to any members of the company as no dividend was
declared during the financial year.
(iv) There was no unpaid dividend account, application money due for refund, matured deposits, matureddebentures and the interest accrued.
(v) The Company has duly complied with the requirements of section 217 of the Act.
14. The Board of Directors of the company is duly constituted. However, during the year under certification, Mr.Sandeep Kumar Daga and Mr. Naveen Kumar Banthia were reappointed in the Annual General Meeting heldon September 30th, 2011 as they retired by rotation.
15. Mr. Bharat Bhandari continued as the Managing Director and Mr. Gaurav Kumar Bhandari continued as theWhole time Director of the Company during the year under certification. However, no managerial remunerationwas paid during the year and hence, the provisions of Section 269 read with Schedule XIII of the Act with
23
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
regard to appointment of Managing Director/Whole-time Director/Manager and seeking approval of CentralGovernment in respect of appointments not being in terms of Schedule XIII of the Act are not applicable tothe Company.
16. The Company has informed that it did not appoint any sole-selling agents during the year under report.
17. The Company has obtained all necessary approvals of the Central Government, Company Law Board, RegionalDirector, Registrar of Companies or such other authorities as may be prescribed under various provisions ofthe Act as detailed below:
Petition under Section 17 of the Companies Act, 1956 was filed before the Company Law Board, Kolkata forthe purpose of shifting of registered office from Kolkata to Bangalore, during the year under review.
18. The Directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to theprovisions of the Act and the Rules made there-under.
19. The Company has not issued Equity Shares, Preference Shares, Debentures or any other form of Securitiesduring the year under certification and hence, complying with the provisions of the Act and the rules framedthere under in relation thereto do not arise.
20. The Company has not bought back any shares during the financial year ending 31st March 2012.
21. The company has not issued any preference shares or debentures. Hence, the question of redemption ofpreference shares or debentures does not arise.
22. There were no transaction necessitating the company to keep in abeyance the rights to dividend, rights shares
and bonus shares pending registration of transfer of shares.
23. The Company has not accepted deposits under Section 58A of the Act read with the Companies (Acceptanceof Deposit) Rules, 1975 during the year ending 31st March 2012. Hence, compliance of the provisions of Sections58A and 58AA read with the said Rules/applicable directions issued by the Reserve Bank of India / any otherauthority in respect of deposits and filing copy of Advertisement / Statement in lieu of Advertisement / Returnof Deposit / necessary particulars as required with the Registrar of Companies / Reserve Bank of India / anyother authority does not arise.
24. The Company has not borrowed loans beyond the aggregate of Paid-up Share Capital and Free Reserves of the
Company pursuant to the provisions of Section 293(1)(d) of the Act, and has generally complied with the
provisions of the Act.
25. The Company as on date has an investment of Rs. 60,000/- in body corporates and Rs. 31,934,160/- in
Partnership Firms and has complied with the provisions of Section 372A of the Act.
24
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
26. The Company has altered the provisions of Memorandum with respect to situation of the Company’s Registered
Office from West Bengal, Kolkata to Karnataka, Bangalore during the year under scrutiny.
27. The Company has not altered the provisions of Memorandum with respect to Objects of the Company during
the year under scrutiny.
28. The Company has not altered the provisions of Memorandum with respect to Name of the Company during
the year under scrutiny.
29. The Company has not altered the provisions of Memorandum with respect to Share Capital of the Company
during the year under scrutiny.
30. The Company has not altered its Articles of Association during the year under scrutiny.
31. From the books, records, registers, papers, files etc., produced before me for the purposes of this certification,
the officers of the Company has received show cause notices dated 01st February, 2012 for non-compliance
under section 220 of the Companies Act, 1956. However, the officers submitted their response to the concerned
authorities and therefore, no prosecution was initiated against them under the Act.
32. From the records, it has been observed that the Company has not received any moneys as security from its
employees during the year under certification and hence, depositing the same as per the provisions of Section
417(1) of the Act does not arise.
33. The company has not constituted a separate Provident Fund Trust for it employees or class of its employees as
contemplated under section 418 of the Act.
Place : Bangalore Sd/-
Date : 1st September, 2012 B V Mahesh
Company Secretary in Practice
ACS No: 15651
CP No. : 5440
25
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
ANNEXURE A
Registers Maintained by the Company
S.No. Name of the Registers Relevant Sections
1 Register of Members 150
2 Register of Directors, Managers & Secretary 303
3 Register of Directors’ Shareholdings 307
4 Register of Companies and Firms in which
Directors, etc., are interested 301(3)
5 Register of Contracts 297, 299 & 301
6 Board Meeting Minutes Book 193
7 General Meeting Minutes Book 193
8 Register of Charges 130
ANNEXURE B
Forms and Returns as filed by the Company with the Registrar of Companies, Regional Director, Central Government
or other authorities during the financial year ending on 31st March, 2012.
With Regional Director NIL
Central Government NIL
Petition under Section 17 of the Companies Act, 1956 was filed before the Company Law Board, Kolkata for the
purpose of shifting of registered office from Kolkata to Bangalore, during the year under review.
Place : Bangalore Sd/-
Date : 1st September, 2012 B V Mahesh
Company Secretary in Practice
ACS No: 15651
CP No. : 5440
1 Form 23 AC 220 28th January 2012 NO YES& 23ACA(XBRL)
2 Form 20 B 159 29th November 2011 NO YES
3 Form 23 192 04th November2011 NO YES
4 Form 23 192 04th November, 2011 NO YES
5 Form 23 192 04th November, 2011 NO YES
6 Form 61 17 YES NO
Sl No. Form No. / Return Filed underSection
Date of filingWhether filed within
prescribed time yes/no
If delay in filing whetherrequisite additional fee
paid yes/no
26
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
AUDITOR’S REPORT
TO THE MEMBERS OF B & B REALTY LIMITED
We have audited the attached Balance Sheet of “B & B REALTY LTD.” as at 31st March, 2012 and the Profit and Loss
Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the
Company’s Management. Our responsibility is to express an opinion on these financial statements based on our audit.
We have conducted the audit in accordance with auditing standards generally accepted in India. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing the Accounting Principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.
As required by the Companies ( Auditor’s Report ) Order, 2003, as amended by the Companies (Auditor’s Report)
Amended order- 2004, issued by the Central Government of India in terms of section 227(4A) of the Companies
Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.
Subject to above and further to our comments in the Annexure referred to above, we report that:
a) We have obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the 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 appearsfrom our examination of such books.
c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books ofaccount.
d) In our opinion the attached Balance Sheet of the Company as at 31st March, 2012 and the Profit & Loss Accountfor the year ended on that date complies with the Accounting Standards referred to in Sub- section (3C) ofSection 211 of the Companies Act, 1956.
e) On the basis of the written representations received from the Directors and taken on record by the Board ofDirectors, we report that none of the Directors is disqualified as on 31st March, 2012 from being appointed as aDirector in terms of clause(g) of sub-section(1) of section 274 of the Companies Act, 1956.
f) In our opinion and to the best of our information and according to the explanations given to us, the saidBalance Sheet and Profit and Loss Account read together with the notes thereon give the information required
by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the
Accounting Principles generally accepted in India :
27
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
i) in the case of Balance Sheet, of the state of Company’s affairs as at 31st March, 2012
ii) in the case of Profit and Loss Account of the Profit of the Company for the year ended on that date.
and
iii) in the case of cash flow statement, of the Cash flows for the year ended on that date.
For Mishra & Co.,
Chartered Accountants
Nilamadhab Mishra
Place : Bangalore Proprietor
Date : 01.09.2012 M.No. 223157, FRN: 012355S
28
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
Annexure referred to in our report of even date to the members of “B & B REALTY LIMITED, BANGALORE” on the
accounts for the year ended 31st March, 2012.
1. a) Records of fixed assets have not been produced before us for verification and we have not
verified the existence of the fixed assets.
b) No records in respect of physical verification of fixed assets by management have been produced before
us and as such we are unable to comment in this respect.
c) During the year the company has not disposed off a substantial part of its fixed assets so as to affect its
going concern status
2. a) The inventory has been physically verified during the year by the management. In our
opinion, the frequency of verification is reasonable.
b) In our opinion and according to information and explanation given to us, the procedure of physical
verification of inventories followed by the management is reasonable and adequate in relation to the
size of the Company and nature of its business.
c) The Company has maintained proper records of inventories. As explained to us, there was no material
discrepancies noticed on physical verification of inventory as compared to the book records.
3. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties as covered
in the register maintained under Section 301 of the Companies Act, 1956. Accordingly the provisions of the
clause 4 (iii) (b) to 4 (iii) (d) of the order are not applicable to the company.
4. The Company has not taken unsecured loans, from companies, firms or other parties as covered in the register
maintained under Section 301 of the Companies Act, 1956.
5. In our opinion and according to the information and explanations given to us, there are adequate internal
control systems commensurate with the size of the company and the nature of its business. Further on the
basis of our examination of the books and records of the company, and according to information and explanation
given to us, we have neither come across nor have been informed of any continuing failure to correct major
weaknesses in the afore said internal control systems..
6. According to the information and explanations given to us the transactions that needed to be entered in the
register maintained in pursuance of section 301 of the Companies Act, 1956 have been so entered.
7. In our opinion and according to information and explanation given to us, the company has not accepted any
deposit from the public and consequently the directives issued by the Reserve Bank of India, the provisions of
Section 58A and 58AA of the Companies Act, 1956 and rules framed there under are not applicable.
29
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
8. The Company has not evolved an internal audit system commensurate with its size and the nature of its
business.
9. The Company has not been required by the Central Government to maintain cost records under section 209
(1) (d) of the Companies Act, 1956.
10. a) According to the information and explanations given to us the Company has been
regular in depositing the undisputed statutory dues applicable to it with the appropriate
authorities during the year, except for the under mentioned taxes which have been
outstanding as at 31st March 2012 for a period of more than six months from the date they
became payable.
Name of the statute Nature of the dues Period Amount (Rs.)
The West Bengal State Tax on
Professions, Trades, Callings and Professional Tax F.Y. 2008-09 Rs.600
Employment Act, 1979
11. The accumulated losses of the company at the end of the financial year under audit were not more than 50%
of its net worth. The Company has not incurred cash losses in the financial year under audit and has incurred
cash loss in the immediately preceding financial year.
12. During the year the company has not defaulted in repayment of dues to bank and the company has not issued
any debentures.
13. According to the information and explanations given to us the company has not granted any loans and advances
on the basis of security by way of pledge of shares, debentures and other securities.
14. The company is not a Chit Funds / Nidhi / Mutual Benefit Fund/Societies. Therefore the provisions of clause 4
(xiii) of the said order are not apply to the Company.
15. According to the information and explanation given to us, the Company is not dealing in or trading in shares,
securities, debentures, and other investments. Accordingly, clause 4 (xiv) of the order is not applicable.
16. As per information given to us the Company has not given any guarantee for loan taken by others from banks
or financial institutions.
17. The Company has not availed any term loan during the year under audit.
30
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
18. According to the information and explanations given to us and on an overall examination of balance Sheet of
the company, in our opinion, there are no funds raised on a short term basis, which have been used for long
term investment.
19. The Company has made not made any preferential allotment of shares during the year covered under audit.
Accordingly, clause 4 (xviii) of the order is not applicable.
20. The Company has not issued any debentures during the year.
21. The Company has not raised any money by way of public issue during the year.
22. As per the information and explanations given to us no material fraud on or by the Company has been noticed
or reported during the year.
For Mishra & Co.,
Chartered Accountants
Nilamadhab Mishra
Place : Bangalore Proprietor
Date : 01.09.2012 M.No. 223157, FRN: 012355S
31
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
BALANCE SHEET AS AT 31.3.2012Particulars Note As at As at
No. 31/03/2012 31/03/2011(Rs.in‘ 000) (Rs.in ‘000)
I EQUITY AND LIABILITIES1 Shareholders’ funds
(a) Share capital A 148,590.00 148,590.00(b) Reserves and surplus B (2,496.92) (2,588.35)(c) Money received against share warrants - -
Sub-total - Shareholders Funds 146,093.08 146,001.65
2 Share application money pending allotment - -
3 Non-current liabilities(a) Long-term borrowings - -
(b) Deferred tax liabilities (Net) - -(c) Other Long term liabilities - -(d) Long-term provisions - -
Sub-total - Non-current liabilities - -
4 Current liabilities(a) Short-term borrowings C - 60.00(b) Trade payables D 2,469.15 770.23(c) Other current liabilities - -(d) Short-term provisions E 484.35 458.82
Sub-total - Current liabilities 2,953.49 1,289.06
TOTAL - EQUITY AND LIABILITIES 149,046.58 147,290.70
II ASSETSNon-current assets
1 (a) Fixed assets F 1,001.60 1,001.60(b) Non-current investments G 31,753.87 18,069.41(c) Deferred tax assets (net) - -(d) Long-term loans and advances - -(e) Other non-current assets - -
Sub-total - Non -current Assets 32,755.47 19,071.012 Current assets
(a) Current investments - -(b) Inventories H 12,872.50 9,175.00(c) Trade receivables I 3,760.95 11,628.23(d) Cash and cash equivalents J 216.17 83.97(e) Short-term loans and advances K 99,441.49 107,332.49(f) Other current assets - -
Sub-total - Current Assets 116,291.11 128,219.69
TOTAL - ASSETS 149,046.58 147,290.70
Contingent Liabilities ROther notes forming part of accounts SSignificant accounting policies T
For and on behalf of the Board As per our report of even dateFor Mishra & Co.,
Chartered Accountants
Bharat Kumar Bhandari Gaurav Kumar Bhandari Nilamadhab MishraManaging Director Director ProprietorPlace : Bangalore M.No 223157, FRN:012355SDate: 1.09.2012
32
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31.3.2012Particulars Note For the period For the period
No. 1/04/2011 to 1/04/2010 to31/03/2012 31/03/2011(Rs.in‘ 000) (Rs.in ‘000)
I. Revenue From Operations L 1,920.00 -
II. Other income - -
III. Total Revenue 1,920.00 -
IV. Expenses :Cost of Material Consumed - -Purchase of Stock in Trade M 3,989.00 -Changes in inventories of finished goods work-in-progress and Stock-in-Trade N (3,697.50) -Employee benefits expense O 121.50 151.00Finance costs 1.32 2.58Depreciation and Amortization - -Other expenses P 1,392.71 1,478.46Total expenses 1,807.04 1,632.04
V. Profit before exceptional and extraordinary items and tax 112.96 (1,632.04)
VI. Exceptional items - -
VII. Profit before extraordinary items and tax 112.96 (1,632.04)
VIII. Extraordinary Items - -
IX. Profit before tax 112.96 (1,632.04)
X Tax expense:(1) Current tax 21.53 -(2) Deferred tax - -
XI Profit (Loss) for the period from continuing operations 91.44 (1,632.04)
XII Profit/(loss) from discontinuing operations -
XIII Tax expense of discontinuing operations -
XIV Profit/(loss) from Discontinuing operations (after tax) 91.44 (1,632.04)
XV Profit (Loss) for the period 91.44 (1,632.04)XVI Earnings per equity share: Q
(1) Basic 0.01 (0.11)(2) Diluted 0.01 (0.11)Contingent Liabilities ROther notes forming part of accounts SSignificant accounting policies T
For and on behalf of the Board As per our report of even dateFor Mishra & Co.,
Chartered Accountants
Bharat Kumar Bhandari Gaurav Kumar Bhandari Nilamadhab MishraManaging Director Director ProprietorPlace : Bangalore M.No 223157, FRN:012355SDate: 1.09.2012
33
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
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 2012 As at 31 March 2011
Number Number Number(in‘000) (Rs. in 000) (in ‘000) (in ‘000)
Authorised :Equity Shares of Rs. 10/- each 15,000.00 150,000.00 15,000.00 150,000.00
Issued, Subscribed & fully Paid up Capital
Equity Shares of Rs.10/- each 14,872.90 148,729.00 14,872.90 148,729.00
Less: Allotment money in arrears 13.90 13.90
Total 14,872.90 148,590.00 14,872.90 148,590.00
(ii) Reconciliation of the number of equity shares and share capital
Particulars Equity Shares
As at 31 March 2012 As at 31 March 2011
Number Number(in ‘000) (Rs.in‘000) (in ‘000) (Rs. in‘ 000)
Shares outstanding at the beginning of theyear 14,872.90 148,729.00 14,872.90 148,729.00
Shares Issued during the year — — — —
Shares bought back during the year — — — —
Any other movement (please specify) — — — —
Shares outstanding at the end of the year 14,872.90 148,729.00 14,872.90 148,729.00
(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 2012 As at 31 March 2011
No. of Shares % of No. of Shares % ofheld Holding held Holding
Usha Baid 1829764 12.3027 1790000 12.0353
Arihant Baid 1536167 10.3286 1470000 9.8837
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 878100 5.9040 878100 5.9040
Indovision stock broking services private limited 1000000 6.7236 400000 2.6895
Y. Ravinder Reddy 1000000 6.7236 1000000 6.7236
34
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
(iv) Terms / Rights attached to Equity sharesThe 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 receivedin cash, shares issued by way of bonus and shares bought back in immediately preceding last five yearsended on March 31, 2012.
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 2012 As at 31 March 2011(Rs. in‘ 000) (Rs. in ‘000)
a. General reserves
As per last balance sheet 2,499.84 2,499.84(+) Current Year Transfer — —(-) Written Back in Current Year — —
Closing Balance 2,499.84 2,499.84
b. SurplusAs per last balance sheet (5,088.19) (3,456.15)
(+) Net Profit/(Net Loss) For the current year 91.44 (1,632.04)
(-) Transfer to Reserves — —
Closing Balance (4,996.76) (5,088.19)
Total (2,496.92) (2,588.35)
C. Short term borrowings
Particulars As at 31 March 2012 As at 31 March 2011
(Rs. in ‘000) (Rs .in‘000)
Unsecureda)Loans and Advances from related parties — 60.00(of the above, Rs. Nil is guaranteed by Directors/ others)
Total — 60.00
35
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
D. Trade payables
Particulars As at 31 March 2012 As at 31 March 2011
(Rs. in ‘000) (Rs. in‘ 000)
Due to Micro & Small Enterprises — —
Others 2,469.15 770.23
Total 2,469.15 770.23
E. Short term provisions
Particulars As at 31 March 2012 As at 31 March 2011
(Rs. in ‘000) (Rs. in ‘000)
(a) Provision for employee benefits
Salary & Reimbursements 9.00 5.00Contribution to PF — — Gratuity (Funded) — —Leave Encashment (funded) — —Superannuation (funded) — —ESOP /ESOS — —
(b) OthersProvision for Taxation 475.35 453.82
Total 484.35 458.82
F. Fixed Assets (Rs. in ‘000)
Current year Gross Block Depreciation Closing
Opening Additions Deletions Closing Opening Additions Deletions Closing
Tangible Assets
Plant & Machinery 1,175.46 — — 1,175.46 178.71 — — 178.71 996.75
Furniture and Fixtures 4.85 4.85 — — — — 4.85
Total 1,180.31 — — 1,180.31 178.71 — — 178.71 1,001.60
Previous year
Tangible Assets
Plant & Machinery 1,175.46 — — 1,175.46 178.71 — — 178.71 996.75
Furniture and Fixtures 4.85 4.85 — — — — 4.85
Total 1,180.31 — — 1,180.31 178.71 — — 178.71 1,001.60
36
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
G. Non-current investments ( at cost unless otherwise specified)
Particulars As at 31 March 2012 As at 31 March 2011(Rs. in ‘000 ) (Rs. in ‘000)
Trade Investments (a) Investment in Equity instruments 60.00 60.00(b) Investments in partnership firms* 31,693.86 18,009.41
Total 31,753.87 18,069.41
Details of quoted / unquoted investments
Particulars As at 31 March 2012 As at 31 March 2011(Rs. in ‘000) (Rs. in‘ 000 )
Aggregate amount of quoted investments — —and market value thereofAggregate amount of un-quoted 31,753.87 18,069.41investments at book value
Total 31,753.87 18,069.41
H. Inventories (at cost or net realizable value whichever is lower)
Inventories As at 31 March 2012 As at 31 March 2011( Rs.in‘000) ( Rs.in‘000)
a. Stock-in-trade 12,872.50 9,175 .00
Total 12,872.50 9,175.00
I. Trade receivables
Trade Receivables As at 31 March 2012 As at 31 March 2011(Rs. in ‘000) (Rs. in ‘000)
Trade receivables outstanding for a period less thansix 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 exceedingsix months from the date they are due for payment Secured, considered good — —Unsecured, considered good 3,760.95 11,628.23Unsecured, considered doubtful
Less: Provision for doubtful debts — —
3,760.95 11,628.23
Total 3,760.95 11,628.23
37
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
Trade Receivable stated above include debts due by :
Particulars As at 31 March 2012 As at 31 March 2011(Rs. in 000) (Rs. in ‘000)
Directors * — —
Other officers of the Company * — —
Firm in which director is a partner *
Private Company in which director is a member — —
— —*Either severally or jointly
J. Cash and Bank balances
Cash and cash equivalents As at 31 March 2012 As at 31 March 2011 (Rs. in 000) (Rs. in 000)
a. Balances with banks 162.73 82.18
b. Cash on hand 53.44 1.79
Total 216.17 83.97
K. Short term loans and advances
Short-term loans and advances As at 31 March 2012 As at 31 March 2011(Rs. in 000) (Rs. in 000)
a. Loans and advances to related parties
Secured, considered good —
Unsecured, considered good 550 .00 9,150.00
Doubtful —
Less: Provision for doubtful loans and advances — —
550.00 9,150.00
b. Others
Secured, considered good — —
Unsecured, considered good
Earnest Money Deposit 74.00 69.00
Advance recoverable in cash or kind 98,817.49 98,113.49
Doubtful — —
Less: Provision for doubtful loans and advances — —
99,441.49 107,332.49
99,441.49 107,332.49
38
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
As at 31 March 2012(Rs. in 000)
Directors * —Other officers of the Company * —Firm in which director is a partner * —Private Company in which director is a member — —*Either severally or jointly
L. Sales
Particulars 2011-2012 2010-2011(Rs. in ‘000) (Rs. in ‘000)
Sale of products 1,920.00 —Other operating revenue — —
Revenue from operations 1,920.00 —
M. Purchase of Stock in trade
Particulars 2011-2012 2010-2011(Rs. in ‘000) (Rs. in ‘000)
Purchase of land 3,989.00 —
Total 3,989.00 —
N. Changes in inventories of Stock-in-Trade
Particulars 2011-2012 2010-2011(Rs. in ‘000) (Rs. in 000)
Opening Stock 9,175.00 9,175.00Closing stock 12,872.00 9,175.00
(3,697.50) —
O. Employee benefits expense
Particulars 2011-2012 2010-2011(Rs.in 000) (Rs.in 000)
Salaries and Wages 117.00 151.00Bonus 4.50 —
Total 121.50 151.00
39
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
P. Other Expenses
Particulars 2011-2012 2010-2011(Rs. in 000) (Rs.in‘000)
Rates & Taxes 1.38 0.50Advertisement Charges 30.77 21.12Audit Fees 10.00 10.00Building Maintenance — 13.13Car Parking Rent — 7.50CDSL-Fees 33.09 33.09Conveyance Charges 0.35 16.21Listing Fees 56.00 44.86Misc Expenses — 0.45NSDL Fees 32.87 22.28Office Expenses 1.22 11.94Postage & Courier 65.21 38.30Printing & Stationery 115.07 87.96Professional Fees 6.00 206.00Rent 660.00 660.00Repair And Maintenance 12.25 —R O C Fees 4.07 0.50RTA Fees 38.79 41.18Travelling Expenses — 257.39Telephone Charges 1.63 — Trade License 1.90 — Website Development Charges 27.58 — Consultancy Charges 41.00 —
Loss From Partnership 253.55 6.06
Total 1,392.71 1,478.46
Q. Earnings per ShareParticulars 2011-12 2010-11Numerator : (Rs.in‘000) (Rs.in‘000)
Net profit / (Loss) as disclosed in Profit & Loss Account (Rs.) 91.44 (1,632.04)Net Profit / (Loss) attributable to the Equity shareholders 91.44 (1,632.04)Denominator :
Weighted Average No. of Equity Shares No’s 14,872.90 14,872.90
Basic & Diluted Earnings per share 0.01 (0.11)(Face value of Rs. 10/- each)
R. Contingent liabilities not provided for:31/03/2012 31/03/2011
(Rs. in ‘000) (Rs.‘000)
Claims against the company not acknowledged As debt 950.56 950.56(as per last accounts)
40
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
S. (i) Balances in certain accounts and under Sundry Debtors, Loans and Advances and currentliabilities are subject to confirmation.
(ii) Managerial Remuneration:There was no managerial remuneration paid during the year.
(iii) Details of investment in partnership firms
Name of the Firm Name of the Partners Profit sharing Investmentratio (Rs .in 000)
B&B Infratech Enterprises B&B Realty Ltd. 50% 17,663.75Powai Vihar DevelopersPvt. Ltd. 50%
Excel Ventures B&B Realty Ltd. 40% 2,280.00Vanitha Jain 20%Shweta Pachisia 25%Shakuntala Pachisia 15%
Somerset County B&B Realty Ltd. 40%Dutta & Kannan Developers 4,990.16Ventures Private Limited 40%Arham Developers Pvt Ltd. 20%
Hillsborough County B&B Realty Ltd. 50% 6,757.96Dutta & Kannan DevelopersVentures Private Limited 50%
(iv) Related Party disclosure in terms of AS 18 are as under :
Name of the Relationship Transaction Amount OutstandingRelated Party (Rs. in 000) (Rs. in 000)
Smt. Ashu Bhandari Mother of Managing Director Payment of 660.00 660.00Rent
Bharat & Bharath A firm in which Directors Sale 1,920.00 —Properties are partners
B&B Infratech Ltd. A company with Purchase of 3,989.00 —common directors stock
(v) Auditor’s remuneration ( Excluding service tax ) charged to the Statement of profit and loss
Particulars 2011-12 2010-11(Rs. in 000) (Rs. in 000)
Audit fees 10.00 10.00
Tax Audit fees Nil Nil
Fees for other services Nil Nil
Total 10.00 10.00
41
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
(vi) MSMEDThe company despite its efforts has not been able to obtain the necessary details, to enable it to identifyMicro, Small and Medium enterprises among its creditors, in the terms of the Micro, Small & MediumEnterprises Development Act 2006. The company is unable to furnish the prescribed information with regardsto its dues to any such enterprise.
(vii) Previous figures have been regrouped and reclassified wherever necessary to conform to that ofthe current year.
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 Companyfollows mercantile system of accounting and recognizes income and expenditure on accrual basis exceptthose with significant uncertainties. GAAP comprises mandatory accounting standards issued by theInstitute of Chartered Accountants of India (“ICAI”), the provisions of the Companies Act, 1956 andguidelines issued by the Securities and Exchange Board of India. Accounting policies have beenconsistently applied except where a newly issued accounting standard is initially adopted or a revisionto an existing accounting standard required a change in accounting policy hitherto in use. The preparationof financial statements in conformity with GAAP requires management to make estimates andassumptions that affect the reported amount of assets, liabilities, revenues and expenses and disclosureof contingent liabilities on the date of financial statements. The recognition, measurement, classificationor 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 ofownership in the land and / or building are transferred to the customer and a reasonable expectation ofcollection of the sale consideration from the customer exists.Other income is accounted on accrual basis as and when the right to receive arises.
3. Fixed AssetsAll 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 Accountantsof India, where there is an indication of impairment of the company’s assets related to cash generatingunits, the carrying amount of such assets are reviewed at each balance sheet date to determine whetherthere is any impairment. The recoverable amount of such assets is estimated at the higher of its netselling price and its value in use. An impairment loss is recognized in the Profit & Loss Accounts wheneverthe carrying amount of such assets exceeds its recoverable amount
4. DepreciationDepreciation on Fixed Assets is provided on straight-line method at the rates and in the manner prescribedin schedule XIV to companies Act, 1956 on pro-rata basis from the date of capitalization/addition.However, no depreciation was provided on fixed assets as the same were not used during the yearunder review.
42
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
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 atcost and provision for diminution on their value, other than temporary, is made in the accounts.
7. Foreign Currency TransactionsTransactions 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 monetaryassets and liabilities denominated in foreign currencies are recognized in Profit and Loss Account.
8. Employee BenefitsI. 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 CostBorrowing costs directly attributable to acquisition and construction of qualifying assets and arecapitalized as a part of the cost of such asset up to the date when such asset is ready for its intendeduse. Other borrowing costs are charged to profit and loss account.
10. Segment ReportingIn view of the management the company has operated in only one segment in Financial year 2011-12namely Business in Real-estate. Hence there is no requirement of disclosure of segment wise profit asper AS 17 “Segment Reporting”.
11. Accounting for Taxes on incomeIncome tax expenses comprise current tax and deferred tax charges or credit (reflecting the tax effectsof 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 recognizedusing the tax rates that have been enacted of substantively enacted by the balance sheet date. Deferredtax on assets are recognized and carried forward only if there is a virtual/reasonable certainty ofrealization of such assets in near future and are reviewed for their appropriateness of their respectivecarrying value at each balance sheet date.
The effect of Accounting standard 22, Accounting for Taxes on income has not been accounted in thebooks of the company for the financial year 2011-12 due to non existence of timing difference.
43
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
12. Provisions, Contingent Liabilities And Contingent AssetsA provision is made based on a reliable estimate when it is probable that an outflow of resourcesembodying economic benefits will be required to settle an obligation. Contingent liabilities are disclosedin the notes to accounts and are determined based on the management perception that these liabilitiesare 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 accountingprinciples followed by the company
For and on behalf of the Board of Directors Refer Our Report of Even DateFor Mishra & Co.,
Chartered Accountants
Bharat Kumar Bhandari Gaurav Kumar Bhandari Nilamadhab MishraManaging Director Director Proprietor
M.No. 223157, FRN: 012355SPlace : BangaloreDate : 01.09.2012
44
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
Cash Flow Statement for the year ended 31st March 2012
31/03/2012 31/03/2011(Rs.in‘ 000) (Rs.in ‘000)
A CASH FLOW FROM OPERATING ACTIVITIESNet profit before tax and Extraordinary items 112.96 (1,632.04)Extraordinary items Nil NilNet profit / loss before tax and Extraordinary items 112.96 (1,632.04)Adjustment for:Depreciation Nil NilInterest paid Nil NilInterest received Nil NilOperating profit before working capital changes 112.96 (1,632.04)Adjustment for :Trade and other receivables (Net) 15,758.28 6,137.55Inventories (3,697.50) NilTrade payables 1,724.44 (4,170.08)Cash Generated from Operations 13,898.18 335.44Direct tax paid (21.53) Nil
Net cash generated from operating activities 13,876.66 335.44
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of fixed assets - -Investment in partnership firm (13,684.45) (344.94)Interest income Nil Nilsale s of investments Nil Nil
Net cash used in investment activities (13,684.45) (344.94)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of share capital Nil NilProceeds from short term borrowings (60.00) 8.00Repayment of finance, lease, liabilities Nil NilDividend paid Nil Nil
Net cash used in financing activities activities (60.00) 8.00
D NET INCREASE/(DECREASE) IN CASH AND CASH EQUAVALENTS 132.20 (1.50)Cash and cash equavalent as at opening 83.98 85.48Cash and cash equavalent as at closing 216.18 83.98
For B&B REALTY LTD. As Per Our Report of Even DateFor MISHRA &CO.,CHARTERED ACCOUNTANTS
BHARAT KUMAR BHANDARI GAURAV KUMAR BHANDARI NILAMADHAB MISHRAMANAGING DIRECTOR DIRECTOR M. No. 223157, FRN: 012355S
No 699, 13th Cross, MES RoadMuthayala Nagar,
Place : Bangalore Bangalore - 560054.Date : 01.09.2012
45
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
Registered Office: #17, 4th Floor, Shah Sultan Complex, Ali Asker Road, Bangalore, K.A.
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 companiesto send official documents to their shareholders electronically considering its legal validity under the Information TechnologyAct, 2000.Ecological sustainability is an increasing need of the modern world. The much welcomed initiative of MCA, taken incognizance of this need, offers you the benefit of receiving communications faster and does away with the risk of loss ofdocuments in postal transit. Your conscious decision to opt for electronic form of communication will actively contribute inyour Company’s Corporate Social Responsibility initiatives and help in reduction of paper consumption resulting in agreener environment.Being a Company with strong focus on green initiatives, B&B Realty Ltd proposes to send all shareholder communicationssuch as the notice of General Meetings, Audited Financial Statements, Directors’ Report, Auditors’ Report, etc., henceforthto 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 toregister yourself for receiving electronic communications in lieu of physical form by returning the duly filled-in and signedform appended below. Simultaneously, we request you to register your E-mail Id with your Depository Participant andinform 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 formappended 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 formaton 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 andregional newspapers. As always, physical copies of all communications will be available at our Registered Office for inspectionduring office hours.
We are sure, that as a responsible citizen, you will whole-heartedly support this initiative by opting for electronic receipt offuture 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&BRealty Limited hereby agree to receive documents/notices from B&B Realty Limited through electronic mode and myE-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 : Date :
46
ANNUAL REPORT 2011 - 12
B & B REALTY LIMITED
AffixRevenueStamp
(IN BLOCK LETTERS)
Registered Office : No.17, 4th Floor, Shah Sultan, Ali Asker Road, Bangalore-560 052
FORM OF PROXY
I/We________________________________________________________from____________________________in District of
______________________being the members of above named company hereby appoint __________________________from
_________________in the district of _______________________, or failing him/her _______________________ from
__________________________ in the district of ___________________ as my/our proxy to vote and attend on my/our behalf at
the Annual General Meeting of members of the B&B Realty Limited to be held at on Friday 29th September 2012 at 02.00
p.m., at the Registered office of the company at No.17, 4th Floor, Shah Sultan, Ali Asker Road, Bangalore-560 052 and at any
adjournment thereof.
Signed on _____ day of_________ 2012.
Signature______________________________________________________________
L.F.No. ________________________________________________________________
Depository:NSDL/CDSL_________________ D.P. ID_________________________
Client ID_______________________________
For shares in Electronic Form ______________________
No. of Shares held ____________________________
Notes :(1) A member entitled to attend and vote in the meeting is entitled to appoint the proxy in his behalf.(2) A proxy need not be a member.(3) The proxy must be returned so as much to reach the Company’s Register and Share Transfer Agent,
M/s Maheshwari Datamatics Private Limited not less than 48 hours before the time for holding the aforesaid meeting.
…………………………………………………………................................................……………………………………………………..
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
Friday the 29th September, 2012 at 02.00 P.M. at Registered office of the Company.
1. L.F.No.________________________________________________________________________
2. Depository : NSDL/CDSL_____________________________DP.ID_____________________
4. Client ID__________________________________ For Shares held in Electronic Form
5. Full name of the Shareholder: ___________________________________________________
6. No. of equity shares held : _______________________________________________________
7. 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.
47