B&B Realty Ltd Directors Report.

The Shareholders,

Your Directors have pleasure in presenting the Annual Report together with the Audited Statement of the Accounts for the financial year ended on 31st March 2021. The Management Discussion and Analysis Report which is required to be furnished as per SEBI (Listing Obligations and Disclosure Requirements), 2015 (hereinafter referred to as Listing Regulations) has been included in the Directors Report to avoid duplication and repetition.

COMPANY PERFORMANCE OVERVIEW

(in Rs)

Particulars FY 2020-21 FY 2019-20
Total Revenue 78,00,000 116,00,000
Total Expenditure 76,95,000 111,68,000
Profit before Exceptional and Extraordinary Items and Tax 1,05,000 4,32,000
Less Exceptional Items 00 00
Less: Extraordinary Items 00 00
Profit or (Loss) before Tax 1,05,000 4,32,000
Less: Current Tax 0 00
Less: Deferred Tax 0 00
Profit or (Loss) after Tax 1,05,000 4,32,000

OPERATIONAL OVERVIEW

During the year the company has earned a profit of Rs 1,05,000 for the year ended 31st March 2021

COVID 19 IMPACT AND RISK ASSESSMENT

The year 2020 began with the spread of the Corona Virus (COVID-19) impacting economies resulting in a global recession, steepest over the last eight decades. With stricter lockdowns imposed in various countries, the pandemic led to demand shortfalls, supply chain bottlenecks, disturbances in global trade travel, tourism and massive outflow of capital.

In India, we witnessed one of the strictest lockdowns in the world, the contraction in its GDP was recorded to be one of the steepest among major economies.

As a measure to boost the economy, the Government announced a special economic and comprehensive package under Atma Nirbhar Bharat of Rs 20 lakh crore- equivalent to 10 percent of Indias GDP. Several structural reforms announced as a part of the package, interalia include deregulation of the agricultural sector, change in definition of MSMEs, new PSU policy, commercialization of coal mining, higher FDIs limits in defence and space sector, development of Industrial Land/Land Bank and Industrial Information System, Production Linked Incentive Schemes, revamp of Viability Gap Funding scheme for social infrastructure, new power tariff policy and reincentivizing to undertake sector reforms. Apart from this, various steps were also taken to boost consumption.

The second wave of infections presents a risk to the countrys growth as the re-imposition of virus management measures may curb economic activity and could dampen market and consumer sentiment. Given the devastating impact of the second wave, Indias GDP growth estimates for the current year are set to be progressively recalibrated downwards but the less stringent lockdowns, vaccination campaigns as well as other initiatives being taken to tackle the resurgence is expected to have less adverse severity.

RESERVES

The Board of Directors of your Company, has decided not to transfer any amount to the Reserves for the year under review.

DIVIDEND

The Board of Directors of your Company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the year under review.

HUMAN RESOURCE DEVELOPMENT

Human Capital is the most precious asset in any organization. The Company has a strong and diverse workforce where every employee is involved as "partners" in the progress. The intangible asset comprises all the competencies of the people within the organization in terms of education, experience, potential and capacity.

Employee relations continue to be smooth and cordial and the work atmosphere remained congenial throughout the year.

QUALITY INITIATIVES

The Company continues to sustain its commitment to the highest levels of quality, superior service management, robust information security practices and mature business continuity management.

SUBSIDIARY COMPANIES

The Company has nil Subsidiaries

DIRECTORS

In accordance with the provisions of the Companies Act 2013 and the Articles of Association of the Company, Mr Uttam Chand Bhandari and Mr Gaurav Kumar Bhandari, Directors retires by rotation at the forthcoming Annual General Meeting and expresses their desire to be reappointed. Their appointment has been taken as point 3 & 4 of the Notice annexed with this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013, the Board to the best of its knowledge and belief according to the information and explanation obtained by it confirm that:

• In the preparation of the annual accounts for the year ended 31st March 2020, applicable accounting standards have been followed and there have been no material departures thereof;

• They have selected appropriate accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profits of the Company for that period;

• Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• The annual accounts have been prepared on a going concern basis;

• Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

• Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

KEY MANAGERIAL PERSONNEL

Mr Bharat Bhandari, Managing Director and CFO and Ms Apeksha Nagori, Company Secretary are the Key Managerial Personnel of the Company as per the Section 203 of the Companies Act, 2013.

BOARD MEETINGS

During the year, four Board Meetings were convened and held in accordance with the provisions of the Act. The date(s) of the Board Meeting, attendance by the Directors are given in the Corporate Governance Report forming an integral part of the Report.

REMUNERATION DETAILS OF DIRECTORS

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in the prescribed format and annexed as Annexure 4 to this Directors Report.

COMMITTEES OF THE BOARD

In compliance with the provisions of Sections 177 and 178 of the Companies Act 2013, the Board has constituted Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The details of the composition of the Committees, their meeting and attendance of the members are given in the Corporate Governance Report forming an integral part of this Report

STATUTORY AUDITORS AND AUDITORS REPORT

M/s 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 34th 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 Financial Statements of the Company for the year ended 31st March 2020 is provided in the financial section of the Annual Report. There are no qualifications, reservations, adverse remarks or disclaimers given by the Auditors in their Report. The notes on Accounts referred to in the Auditors Report are self - explanatory and do not call for any further comments.

As their term period of 5 years ended with this AGM, the Company has sought a consent from M/s G R Venkatanarayana, Chartered Accountants, to be appointed as the Statutory Auditors of the Company for a period of 5 years starting from the 38th AGM till the conclusion of 43rd AGM of the Company subject the approval of the members in the 38th AGM of the Company. The item has been taken as point no ii of the Agenda.

SECRETARIAL AUDIT

Pursuant to the provisions of the Section 204 of the Companies Act 2013 and the rules framed thereunder the Company has appointed Mr Vikram Raj G A, Vikram Raj & Associates, Company Secretaries to undertake the secretarial audit for the financial year 2020-21 & 2021-22. The Report of the Secretarial Auditor confirming compliance with the applicable provisions of the Companies Act 2013 and other rules and regulations issued by SEBI/ other regulatory authorities forms part of the Annual Report. There were no qualifications or adverse remarks in the audit report.

RISK MANAGEMENT

The risk management issues are discussed in detail in the report of the Management Discussion and Analysis. Since the risk control framework is new to Indian corporate culture, it is being strengthened on a continuous basis.

LOANS, GUARANTEES AND INVESTMENTS

There have been no investments under Section 186 of the Companies Act during the year. There were yes/no loans or guarantees covered under Section 186 granted during the year.

FIXED DEPOSIT

During the year, the Company has not accepted deposits from the public falling within the ambit of the Section 73 of the Companies Act, 2013 and the rules framed thereunder and no amount of principal or interest was outstanding as on the balance sheet date.

INDIAN ACCOUNTING STANDARDS (IND-AS) -IFRS CONVERGED STANDARDS

The Company has adopted the IND AS pursuant to the Companies (Indian Accounting Standard) Rules, 2015 notified by the Ministry of Corporate Affairs on 16th February 2015.

CORPORATE GOVERNANCE

The Governance Philosophy of your Company is based on high ethical values and professionalism which the Company has incorporated in itself since incorporation. The Company aims at exhibiting maximum transparency and adequacy of reports/ information provided under mandatory provision or otherwise.

In terms of Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on Corporate Governance including the certificate from the Statutory Auditors confirming compliance is annexed to this Annual Report.

RELATED PARTY TRANSACTIONS

A statement in summary form, of all the transactions entered into with the related parties in the ordinary course of business, details of material individual transactions with related parties that are not in the normal course of the business and details of material individual transactions with related parties that are not on arms length basis are placed before the audit committee. There are no material transactions with related parties, which require separate disclosure. A comprehensive list of the transactions entered into with the related parties as required by the Accounting Standards (AS) 18 issued by the Institute of Chartered Accountants of India is given as a separate schedule to the accounts in the Annual Report.

PARTICULARS OF EMPLOYEES

None of the Employees of the Company were drawing emoluments more than what has been specified under Section 134 of the Companies Act 2013.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in form MGT -9 as required under Section 92(3) of the Act and the Rules framed thereafter is annexed to and forms part of this report

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under Section under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished to this report.

CONSERVATION OF ENERGY

The operations of the company are not energy intensive. However, significant measures are -taken to reduce energy consumption by using energy — efficient computers and by the purchase of energy- efficient equipment. Your company constantly evaluates new technologies and invests to make its infrastructure more energy- efficient.

A. TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION

This is not applicable to your company as the company is into real- estate business.

B. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Total Foreign Exchange earnings and outgo for the Financial Year is as follows:

a) Total Foreign Exchange Earnings- Nil

b) Total Foreign Exchange Outgo- Nil

GREEN INITIATIVE IN CORPORATE GOVERNANCE

The Ministry of Corporate Affairs (MCA) has recently taken a green initiative in Corporate Governance by allowing paperless compliances by the Companies and permitted the service of Annual Reports and documents to the shareholders through electronic mode subject to certain conditions. Your Company appreciates the initiative taken by the MCA as it strongly believes in a green environment. This initiative also helps in prompt receipt of communication, apart from avoiding losses/delays in postal transit. The Notice of Annual General Meeting, Annual Report and all communications hitherto will be sent to the members in electronic form at the e-mail address provided by them to the depositories or Registrars & Transfer Agents of the Company. The same will be sent by post physically to the Members, whose e-mail addresses are not available. Members can also have the access to the documents through the Companys website. The documents will also be available to the members for inspection at the Registered Office of the Company during the office hours. Members also entitled to be furnished with copies of the above mentioned documents, free of cost, upon receipts of requisition, at any point of time.

ACKNOWLEDGEMENT

The Board would like to record their sincere appreciation for the co-operation received from various stakeholders of the Company viz., customers, suppliers, bankers, investors, channel partners, government and statutory authorities, auditors, business associates, and shareholders. Your Directors extend their gratitude to all the regulatory agencies like SEBI, Registrar of Companies, Stock Exchanges, and other Central and State Government authorities/agencies, vendors and sub- contracting partners for their support. The Board also acknowledges the unstinted co-operation, commitment and dedication made by all the employees of the Company.

The Directors also wish to place on record their gratitude to the members of the Company for their unrelenting support & confidence.

On & behalf of the Board
For B & B Realty Limited
Gaurav Kumar Bhandari Bharat Kumar Bhandari
Director Managing Director
Place : Bangalore
Date: 6th September 2021