Your Directors have pleasure in presenting the Annual Report together with the AuditedStatement of the Accounts for the financial year ended on 31S! March 2019. TheManagement Discussion and Analysis Report which is required to be furnished as per SEBI(Listing Obligations and Disclosure Requirements) 2015 (hereinafter referred to asListing Regulations) has been included in the Directors Report to avoid duplication andrepetition.
COMPANY PERFORMANCE OVERVIEW
| || ||(in Rs) |
|Particulars ||FY 2018-19 ||FY 2017-18 |
|Total Revenue ||0 ||9600000 |
|Total Expenditure ||2835000 ||9552000 |
|Profit before Exceptional and Extraordinary Items and Tax ||(2835000) ||48000 |
|Less Exceptional Items ||00 ||00 |
|Less: Extraordinary Items ||00 ||00 |
|Profit or (Loss) before Tax ||(2835000) ||48000 |
|Less: Current Tax ||00 ||00 |
|Less: Deferred Tax ||00 ||00 |
|Profit or (Loss) after Tax ||(2835000) ||48000 |
During the year the company has incurred a loss of Rs 2835000. The. Company is stillmaking a foothold in the real estate sector and is hopeful that the profit generation willstart reflecting in the coming years.
Since the Company has incurred a loss for the current year it has not transferred anyamounts to the Reserves.
In view of the profit earned during the year the Directors have not recommended anydividend for the year under review.
During the year the Company has not accepted deposits from the public falling withinthe ambit of the Section 73 of the Companies Act 2013 and the rules framed thereunder andno amount of principal or interest was outstanding as on die balance sheet date.
LOANS AND INVESTMENTS
There have been no investments under Section 186 of the Companies Act during the year.There were yTes/no loans or guarantees covered under Section 186 granted duringthe year.
INDIAN ACCOUNTING STANDARDS (IND-AS) -IFRS CONVERGED STANDARDS
The Company has adopted die IND AS pursuant to the Companies (Indian AccountingStandard) Rules 2015 notified by the Ministry of Corporate Affairs on 161'1February 2015.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr Kirthy Kumar A Shah Director retires by rotation at theforthcoming Annual General Meeting and expresses his desire not to be reappointed. TheCompany places on record his contribution to the Company and wishes him all the best forhis future endeavours.
During the year five Board Meetings were convened and held in accordance with theprovisions of the Act. The date(s) of the Board Meeting attendance by the Directors aregiven in the Corporate Governance Report forming an integral part of die Report.
COMMITTEES OF THE BOARD
In compliance with the provisions of Sections 177 and 178 of the Companies Act 2013the Board has constituted Audit Committee Nomination and Remuneration Committee andStakeholders Relationship Committee. The details of the composition of the Committeestheir meeting and attendance of the members are given in the Corporate Governance Reportforming an integral part of this Report
STATUTORY AUDITORS AND AUDITORS' REPORT
M/s T. Srinivasa and Co. Chartered Accountants (Firm Registration Number 016624s)Bangalore were appointed as Statutory Auditors for a term of 3 consecutive years at the 34u'Annual General Meeting subject to the ratification of their appointment at every AGM.
The Report given by M/s T. Srinivasa and Co. Chartered Accountants on the FinancialStatements of the Company for the year ended 31st March 2019 is provided in diefinancial section of the Annual Report. There are no qualifications reservations adverseremarks or disclaimers given by the Auditors in their Report. The notes on Accountsreferred to in the Auditors' Report are self explanatory- and do not call for anyfurther comments.
Pursuant to die provisions of the Section 204 of die Companies Act 2013 and the rulesframed thereunder the Company has appointed Mr Vikram Raj G A Vikram & Co. CompanySecretaries to undertake the secretarial audit for the financial year 2018-19. The Reportof the Secretarial Auditor confirming compliance with the applicable provisions of theCompanies Act 2013 and other rules and regulations issued by SEBI/ other regulatoryauthorities forms part of the Annual Report. There were no qualifications or adverseremarks in the audit report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGEXCHANGE EARNINGS AND OUTGO:
The information pertaining to conservation of energy technology absorption ForeignExchange Earnings and outgo as required under Section under Section 134 (3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 isfurnished to this report.
CONSERVATION OF ENERGY
The operations of the company are not energy intensive. However significant measuresare - taken to reduce energy consumption by using energy efficient computers and bythe purchase of energy- efficient equipment. Your company constandy evaluates newtechnologies 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 die Financial Year is as follows:
a) Total Foreign Exchange Earnings- Nil
b) Total Foreign Exchange Outgo- Nil
The Governance Philosophy of your Company7 is based on high ethical valuesand professionalism which the Company has incorporated in itself since incorporation. TheCompany aims at exhibiting maximum transparency and adequacy of reports/ informationprovided under mandatory provision or otherwise.
In terms of Regulation 34(3) read with Schedule V of the Listing Regulations aseparate section on Corporate Governance including the certificate from the StatutoryAuditors confirming compliance is annexed to this Annual Report.
PARTICULARS OF EMPLOYEES
None of the Employees of the Company were drawing emoluments more than what has beenspecified 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 Actand the Rules framed thereafter is annexed to and forms part of this report
DIRECTOR'S RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard to the best of its knowledge and belief according to the information and explanationobtained by it confirm that:
In die preparation of the annual accounts for die year ended 31stMarch 2019 applicable accounting standards have been followed and there have been nomaterial departures thereof;
They have selected appropriate accounting policies and applied them consistendyand made judgements and estimates that are reasonable and prudent so as to give a trueand fait view of the state of affairs of the Company as at the end of the financial yearand of the profits of the Company for that period;
Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
The annual accounts have been prepared on a going concern basis;
Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
GREEN INITIATIVE IN CORPORATE GOVERNANCE
The Ministry of Corporate Affairs (MCA) has recently taken a green initiative inCorporate Governance by allowing paperless compliances by the Companies and permitted theservice of Annual Reports and documents to the shareholders through electronic modesubject to certain conditions. Your Company appreciates the initiative taken by the MCA asit strongly believes in a green environment. This initiative also helps in prompt receiptof communication apart from avoiding losses/delays in postal transit. The Notice ofAnnual General Meeting Annual Report and all communications hitherto will be sent to themembers in electronic form at the e-mail address provided by them to the depositories orRegistrars & Transfer Agents of the Company. The same will be sent by post physicallyto the Members whose e-mail addresses are not available. Members can also have the accessto the documents through the Company's website. The documents will also be available tothe members for inspection at the Registered Office of die Company during the officehours. Members also entitled to be furnished with copies of the abovementioned documentsfree of cost upon receipts of requisition at any point of time.
The Board would like to record their sincere appreciation for the co-operation receivedfrom various stakeholders of the Company viz. customers suppliers bankers investorschannel partners government and statutory' authorities auditors business associatesand shareholders. Your Directors extend their gratitude to all the regulatory agencieslike SEBI Registrar of Companies Stock Exchanges and other Central and State Governmentauthorities/agencies vendors and sub- contracting partners for their support. The Boardalso acknowledges the unstinted co-operation commitment and dedication made by all theemployees of the Company.
The Directors also wish to place on record their gratitude to the members of theCompany for their unrelenting support & confidence.
| ||On & behalf of the Board |
| ||For B & B Realty Limited |
|Place : Bangalore ||Bharat Kumar Bhandari |
|Date: 4h September 2019 ||Managing Director |