b & b annual report 2011-12 final · 2012-09-07 · annual report 2011 - 12 b & b realty...

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



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



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.”

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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.

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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



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.




4



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



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.

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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.

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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



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.




9



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.




10



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

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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


Mr. Naveen Kumar Banthia 4 Yes 2 0 0


*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:

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Name of Members Designation Meetings

of Audit committee Attended

Mr. Sandeep Kumar Daga Chairman

(Non-executive Independent Director) 5

Mr. Naveen Kumar Banthia Member


Mr. Bharat Kumar Bhandari Member (Managing Director) 4

Mr. Kirthy Kumar A. Shah Member


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


Mr. Sandeep Kumar Daga Member


Mr.Bharat Kumar Bhandari Member (Managing Director) 02

Mr. Gaurav Kumar Bhandari Member (Wholetime Director) 02

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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



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



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



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



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



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



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



(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



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



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



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



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



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



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



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.,


Nilamadhab Mishra


Date : 01.09.2012 M.No. 223157, FRN: 012355S

28



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



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



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.,


Nilamadhab Mishra


Date : 01.09.2012 M.No. 223157, FRN: 012355S

31



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.,


Bharat Kumar Bhandari Gaurav Kumar Bhandari Nilamadhab MishraManaging Director Director ProprietorPlace : Bangalore M.No 223157, FRN:012355SDate: 1.09.2012

32



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.,


Bharat Kumar Bhandari Gaurav Kumar Bhandari Nilamadhab MishraManaging Director Director ProprietorPlace : Bangalore M.No 223157, FRN:012355SDate: 1.09.2012

33



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



(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



D. Trade payables


(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


(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



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



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



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



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



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



(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



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



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.,


Bharat Kumar Bhandari Gaurav Kumar Bhandari Nilamadhab MishraManaging Director Director Proprietor

M.No. 223157, FRN: 012355SPlace : BangaloreDate : 01.09.2012

44



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



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



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

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