AnnualAnnualAnnualAnnualAnnual ReportReportReportReportReport2013-2014

1

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 – 560 054

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

COMPANY SECRETARY & COMPLIANCE OFFICER

PRASANNA.S. RAO

No.02, II Floor, WOC Road

Rajajinagar,

Bangalore- 560 044

2

Contents

S. No. Particulars Page No.

1 Notice 3

2 Directors Report 5

3 Code of Conduct for Senior Management 8

4 Corporate Governance Report 9

5 CEO / CFO Certificate 15

6 Auditors' Certificate on Corporate Governance 16

7 Compliance Certificate 17

8 Auditors' Report to the Shareholders 22

9 Balance Sheet 26

10 Profit & Loss Account 27

11 Notes to Accounts 28

12 Cash Flow Statement 40

13 Go Green Registration Form 42

14 Proxy Form 43

3

NOTICE

T0 ALL THE MEMBERS OF B&B REALTY LIMITED,

NOTICE IS HEREBY given that 31st Annual General Meeting of Shareholders of B&B Realty Ltd is going to be

held on Tuesday 30thSeptember 2014 at 03.00 p.m., at the Registered office of the company at #17, 4th Floor, Shah

Sultan Complex, Ali Asker Road, Bangalore – 560 052 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 2014 along with the reports of Directors and

Auditors thereon.

2. To appoint a director in place of Mr. Y. Ravindra Reddy who retires by rotation and

being eligible reappointment offers himself for reappointment.

3. To appoint a director in place of Mr. 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.

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, 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 submit your e-mail ID with the company at

investorid@bbrl.in by providing their name, address, registered folio No./DP ID No / Client ID No. and

their e-mail 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.

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.

4

9. The Register of Members and Share Transfer Books of the Company shall remain closed from September

23, 2014 to September 26, 2014 (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

Date: 03/09/2014 Bharat Kumar Bhandari Managing Director

DETAILS OF DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT AT THE

FORTHCOMING ANNUAL GENERAL MEETING

Name of the Director Mr. Y Ravindra Reddy Mr. Kirty Kumar.A.Shah

Qualification Diploma in Civil, B.A

Directorship held in other public

companies ( excluding Private

companies and foreign

companies)

Rose Garden Developers Ltd

B&B Infratech Ltd

B&B Infratech Ltd

Enrich Stocks Pvt Ltd

Bonchance Finance Pvt Ltd

Aniradha Finance Pvt Ltd

Memberships / Chairmanships of

the committees in public

companies

NIL NIL

Shareholding of Non-Executive

Director

1000000 100

Relationships between Directors

inter-se

NIL NIL

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, 2014.

FINANCIAL RESULTS:

Particulars Current Year

March 31, 2014 Previous Year

March 31,2013 Total Revenue

2316000.00 -- Total Expenditure

2065000.00 (22,42,152) Earnings before exceptional and extraordinary items

and tax 251000.00 (22,42,152)

Earnings before extraordinary items and tax

251000.00 (22,42,152) Earnings before tax

251000.00 (22,42,152) Tax expenses

171000.00 Nil Earnings/(loss) from Discontinuing operations (after

tax) 79000.00 (22,42,152)

OPERATIONAL REVIEW

The Net Profit of your company for the Current Financial Year 2013–14 is Rs.79000/-. The Company had incurred a

Loss of Rs.22, 42,152/- in the Previous Financial Year 2012–2013.

RESERVES

The company has transferred Rs.79000/- of profit to the reserves.

DIVIDEND

In view of the Nominal Profit incurred during the financial year 2013-14, the Directors have not recommended 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.

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DIRECTORS

The Board of Directors in its meeting held on 3rd September, 2014 subject to approval of shareholders in ensuing

Annual General Meeting has approved the proposal for re-appointment of Mr. Y.Ravindra Reddy, the Non

Executive Independent Director and Mr.Kirty Kumar.A.Shah, the Non Executive Independent Director of the

company, with effect from 1st October 2014. 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.Kirty 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

The auditors M/s. Mishra & Co, Chartered Accountants, will retire at the ensuing Annual General Meeting. It is

proposed to appoint M/s T.Srinivasa & co, as statutory auditors of the company to hold office from the conclusion

of the Thirty second annual general meeting and to authorize the board of directors and find their remuneration. The

company has received a letter from M/s.T.Srinivasa & Co to the effect that their appointment, if made, would be

with in the limits prescribed under the provision of the companies Act, 2013 and that they are not disqualified for

such appointment with the meaning of the side Act.

AUDITORS’ REPORT

There are no qualifications observed in the auditor’s report for the Financial Year 2013-14.

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.

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

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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.

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.

For and on behalf of the Board

Place: Bangalore Bharat Kumar Bhandari

Date: 03.09.2014 Managing Director

8

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.

*********

9

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 Independent 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 2013-14, five board meetings were held dated, 29/05/2013, 08/8/2013, 03.09.2013,

12/11/2013 and 5/02/2014,. 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:

*Other Directorship excludes Directorship in Private Limited Companies.

Name & Designation Attendance No. of other

Memberships/

Directorships*

Membership in the

committees of other

companies

Board Last AGM As

member

As Chairman

Mr. Bharat Kumar Bhandari

Managing Director 5/5 Yes 4 0 1

Mr. Gaurav Kumar Bhandari

Whole-time Director

5/5 Yes 2 0 0

Mr. Y. Ravinder Reddy

Non Executive whole time

Director

2/5 Yes 2 0 0

Mr. Kirthy Kumar A. Shah

Non-executive Independent

Director

5/5 No 4 0 0

Mr. Sandeep Kumar Daga

Non-executive Independent

Director

4/5 Yes 1 0 0

Mr. Naveen Kumar Banthia

Non-executive Independent

Director

3/5 Yes 2 0 0

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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 2013-14. 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 2013-14, four Audit committee meetings have been held dated 09/05/2013, 26/07/2013,

05/11/2013 and 5/02/2014. 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:

Name of Members of Audit

committee

Designation Meetings Attended

Mr. Sandeep Kumar Daga Chairman (Non-executive

Independent Director)3

Mr. Naveen Kumar Banthia Member (Non-executive Independent

Director)

4

Mr. Bharat Kumar Bhandari Member (Managing Director) 4

Mr. Kirthy Kumar A. Shah Member (Non-executive Independent

Director)

3

REMUNERATION COMMITTEEThe 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

No meeting of the Remuneration Committee was required and hence not held during the year.

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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 Three times

during the year 2013-14, on 28/05/2013, 07/08/2013 and 04/02/2014. The composition of the Committee & the

details of meeting attended by the Directors during the year are given below:

Shareholders’ queries

During the Financial Year 2013-14, no complaints were received from shareholders. No complaints as on the date of

this report were pending. There were no share transfers pending registration as on 31st March, 2014.

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 2013-14 under

review.

Remuneration of Directors

No Remuneration has been paid to the Directors.

Name of the Director Category of Membership Meetings Attended

Mr. Kirthy Kumar A. Shah Chairman (Non-executive

Independent Director)

03

Mr. Sandeep Kumar Daga Member (Non-executive

Independent Director)

03

Mr. Gaurav Kumar Bhandari Member (Non-executive

Independent Director)

03

Mr.Bharat Kumar Bhandari Member (Managing Director) 03

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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.

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 E Sanjae (Published in

Kannada).

OTHER INFORMATION TO SHAREHOLDERS:

1. The location, date and time of the last three Annual General Meetings were as under:

YEAR DATE TIME PLACE

2010-11 30-09-2011 02.00 PM KOLKATA

2011-12 29-09-2012 02.00 PM BANGALORE

2012-13 30-09-2013 03.00 PM BANGALORE

2. The Company has complied with all the requirements of the listing agreement with the Stock Exchanges as

well as regulations and guidelines of SEBI. No strictures or penalty were imposed on the Company by Stock

Exchanges or SEBI or any statutory authority, on any matter related to capital markets during the last three

years.

3. The promoter and promoters group has not pledged their shares.

4. The Company has not raised money from the Public Issue.

5. The Company does not have any subsidiary.

6. 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.

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GENERAL INFORMATION

1. Annual General Meeting:

Date Tuesday, 30th

September, 2014

Time 03.00 P.M.

Venue B&B Realty Limited,

No. 17, 4th

Floor, Shah Sultan Complex,

Ali Asker Road, Bangalore – 560 052

2. Financial Calendar (2014-2015):

Board Meetings (for F.Y.2013-14 (Tentative)

Quarter ending on 30th June 2014: On or before August 15, 2014

Quarter and Half-year ending on 30th Sept. 2014: On or before November 15, 2014

Quarter ending on 31st December 2014: On or before February 15, 2015

Year ending on 31st March 2015: On or before May 15/May 30, 2015

3. Date of Book Closure: 23thSeptember 2014 to 26 September 2014

(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.

MONTHHIGH

PRICE

LOW

PRICE

Apr 13 9.30 8.07

May 13 9.46 7.90

Jun 13 9.50 7.74

Jul 13 9.80 7.35

Aug 13 9.10 7.11

Sep 13 8.22 6.87

Oct 13 6.53 5.90

Nov 13 6.53 4.29

Dec 13 9.38 4.93

Jan 14 9.94 9.56

Feb 14 9.80 9.56

Mar 14 9.61 6.37

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7. Registrar and Transfer Agents: Maheshwari Datamatics Pvt. Ltd,

6, Mangoe Lane, 2nd

Floor,

Kolkata – 700 001

8. 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 period of 30 days from the date of receipt subject to the documents being complete and valid in all

respects. The requests for dematerialization of shares are also processed by the R&T agent within stipulated

period of 21 days and uploaded with the concerned depositories.

9. Distribution of Shareholding As on 31/03/2014

Range No. of

Shareholders

% of total

shareholders

Share/debentur

e amount (Rs.)

% to total

Share capital

Upto 5000 5698 96.0877 6227300 4.1870

5001 to 10000 74 1.2479 580960 0.3906

10001 to 20000 35 0.5902 561720 0.3777

20001 to 30000 14 0.2361 334830 0.2251

30001 to 40000 7 0.1180 253110 0.1702

40001 to 50000 8 0.1349 37240 0.2504

50001 to 100000 28 0.4722 225956 1.5192

100001 and above 66 1.1130 13813912 92.8797

TOTAL 5930 100.0000 14872900 100.0000

10. Shareholding pattern As at 31/03/2014

S.No. Category No. of Shares held Percentage

01 Promoter 7318414 49.2064

02 Foreign Institutional Investors

03 Corporate Bodies 3110768 20.9157

04 NRIs/OCBs 4589 0.0309

05 Clearing members 20 0.0001

06 General Public 4439109 29.8470

TOTAL 14872900 100.00

11. 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 764 and in physical form was 5166 equity shares as on 31.03.2014.

12. 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 22202029

Email id: info@bbrl.in

Website: www.bbrl.in

15

CERTIFICATE OF CHIEF EXECUTIVE OFFICER

AND 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 2013-14 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 contain statements

that might be misleading.

2. These statements together present a true and fair view of the Company’s affair and are incompliance with existing

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 the year

2013-14 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 that we

have evaluated the effectiveness of the internal control system for the purpose of financial reporting of the Company

and we have disclosed to the auditors and the Audit Committee those deficiencies, of which we are aware, in the

design or operation of the internal control systems for the purpose of financial reporting and that 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: 03.09.2014

Bharat Kumar Bhandari

(Managing Director)

16

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, 2014, 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 : 06.05.2014 M.No. 223157, FRN: 012355S

17

B&B REALTY LIMITED

CIN: L74140KA1983PLC065632

Authorised Share Capital: 150,000,000/-

Paid up Capital: 148,590,000/-

Compliance Certificate for 2012-13

COMPLIANCE CERTIFICATE

(Under section 383A (1) of the Companies Act, 1956)

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 2014. 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. However, the

Company has not filed any forms and returns with the Regional Director, Central Government,

Company Law Board or other authorities since there was no requirement for the same as evidenced by

the transactions executed by the Company during the year and as informed by the Company

Management to me.

3] The Company being a Public Listed Company has the minimum prescribed Paid-up Share Capital and

their maximum numbers of Members during the said financial year were 5930.

4] The Board of Directors duly met Five (5) times on 29th

May 2013, 08th

Aug 2013, 03rd September,

2013, 12th November 2013, 5th

February 2014, in respect of which Meetings, proper notices were

given and the proceedings were properly recorded and signed in the Minutes Book maintained for the

purpose. Audit Committee meeting was held on 09th

May, 2013 and Investor Grievance Committee

meeting was held on 28th May, 2013, 07

th Aug, 2013 and 04

th February, 2014. Further, during the year

under certification, the Circular Resolutions, if any passed by the Company has been confirmed at the

Board Meeting held subsequent to the date of such passing and has been properly recorded and signed

in the Minutes Book maintained for the purpose.

18

5] The company being a Public Listed Company closed its Register of Members from 23th

September

2013 to 26th

September 2013, (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 year under certification does not arise.

6] The Annual General Meeting for the financial year ended on 31st

March 2013 was held on 29th

September 2013, after giving due notice to the members of the company and the resolutions passed

thereat were duly recorded in Minutes Book.

.

7] The Company did not hold any extraordinary meetings during the financial year and hence recording

the resolutions 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

companies referred 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 in that Section.

10] The Company has made necessary entries in the Register maintained under Section 301 of the Act to

the extent applicable.

11] It has been observed that the Company had no occasion to obtain approvals for complying with the

provisions of Section 314 of the Act during the year ended 31st March 2014.

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

the share certificates after allotment and transmission in accordance with the provisions of the Act

does not arise. On lodgment for transfer, the Company has delivered all the Certificates in

accordance with the 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,

matured debentures 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. Y Ravindra Reddy and Mr. Krity Kumar.A.Shah were reappointed in the Annual

General Meeting held on September 30th

, 2014 as they retired by rotation.

19

15] Mr. Bharat Kumar Bhandari continued as the Managing Director and Mr. Gaurav Kumar Bhandari

continued as the Whole time Director of the Company during the year under certification. However,

no managerial remuneration was paid during the year and hence, the provisions of Section 269 read

with Schedule XIII of the Act with regard to appointment of Managing Director/Whole-time

Director/Manager and seeking approval of Central Government in respect of appointments not being in

terms of Schedule XIII of the Act are not applicable to the Company.

16] The Company has informed that it did not appoint any sole-selling agents during the year under report.

17] From the transactions carried out by the Company during the year under certification, there was no

occasion for the Company to obtain approvals of the Central Government, Company Law Board,

Regional Director, Registrar of Companies or such other authorities as may be prescribed under

various provisions of the Act.

18] The Directors have disclosed their interest in other firms/companies to the Board of Directors

pursuant to the provisions 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

Securities during the year under certification and hence, complying with the provisions of the Act and

the rules framed there under in relation thereto do not arise.

20] The Company has not bought back any shares during the financial year ending 31st March 2014.

21] The company has not issued any preference shares or debentures. Hence, the question of redemption

of preference 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

(Acceptance of Deposit) Rules, 1975 during the year ending 31st

March 2014. Hence, compliance of

the provisions of Sections 58A and 58AA read with the said Rules/applicable directions issued by the

Reserve Bank of India / any other authority in respect of deposits and filing copy of Advertisement /

Statement in lieu of Advertisement / Return of Deposit / necessary particulars as required with the

Registrar of Companies / Reserve Bank of India / any other 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 corporate and Rs. 3, 45, 36446/- in

Partnership Firms and has complied with the provisions of Section 372A of the Act.

26] The Company has not altered the provisions of Memorandum with respect to situation of the

Company’s Registered Office from one State to another 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.

20

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, it may be stated that the Company has not received any show cause notices and also fines

and penalties or any other punishment for alleged offences under the Companies Act, 1956 and no

prosecution has been initiated against the Company under any of the provisions of the said 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 its employees

or class of its employees as contemplated under section 418 of the Act.

Date: 26th August, 2014

Place: Bangalore Signature: Sd/-

Name: Prasanna. S.Rao

Membership No.: ACS 19834

COP No.: 10346

21

ANNEXURE A

Registers Maintained by the Company

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, 2014.

With Regional Director NIL

Central Government NIL

Date: 26th

August, 2014

Place: Bangalore Signature: Sd/-

Name: Prasanna.S.Rao

Membership No: 19834

COP No.: 10346

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

Serial

No.

Form No. / Return Filed

under

Section

Date of

filing

Whether

filed within

prescribed

time yes/no

If delay in filing

whether

requisite

additional fee

paid yes/no

1 Form 23 AC & 23ACA

(XBRL)

220 28/11/2013 NO YES

2 Form 20B 159 29/11/2013 YES NO

22

Independent Auditors’ Report

To the Members of B&B Realty Limited

Report on the financial statements

We have audited the accompanying financial statements of B & B Realty Limited (“the Company”), which

comprise the balance sheet as at March 31, 2014, and the statement of profit and loss and the cash flow

statement for the year then ended, and a summary of significant accounting policies and other explanatory

information.

Management’s responsibility for the financial statements

Management is responsible for the preparation of these financial statements that give a true and fair view of

the financial position, financial performance and cash flows of the Company in accordance with the

Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956(“the Act”).

This responsibility includes the design, implementation and maintenance of internal control relevant to the

preparation and presentation of the financial statements that give a true and fair view and are free from

material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted

our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of

India. Those Standards require that we comply with ethical requirements and plan and perform the audit to

obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the

financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of

the risks of material misstatement of the financial statements, whether due to fraud or error. In making those

risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair

presentation of the financial statements in order to design audit procedures that are appropriate in the

circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the

reasonableness of the accounting estimates made by management, as well as evaluating the overall

presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

audit opinion

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial

statements give the information required by the Act in the manner so required and give a true and fair view

in conformity with the accounting principles generally accepted in India:

(a) In the case of the balance sheet, of the state of affairs of the Company as at March 31, 2014;

(b) In the case of the statement of profit and loss, of the loss for the year ended on that date; and

(c) In the case of the cash flow statement, of the cash flows for the year ended on that date.

23

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the central

Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a

statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, 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 purpose of our audit;

b. In our opinion proper books of account as required by law have been kept by the Company so far as

appears from our examination of those books;

c. The Balance sheet, Statement of profit and loss and Cash flow statement dealt with by this Report are

in agreement with the books of account;

d. In our opinion, the balance sheet, statement of profit and loss, and cash flow statement comply with

the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e. On the basis of written representations received from the directors as on March 31, 2014, and taken

on record by the board of directors, none of the directors is disqualified as on March 31, 2014, from

being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies

Act, 1956.

For Mishra & Co.,

Chartered Accountants

Date: 06/05/2014 Nilamadhab Mishra

Place: Bangalore Proprietor

M.No:223157;FRN:012355S

24

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, 2014.

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 aforesaid 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.

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.

25

10. 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 2014 for a

period of more than six months from the date they became payable.

Name of the statuteNature of the

duesPeriod Amount (Rs.)

The West Bengal State Tax on

Professions, Trades, Callings

and Employment Act, 1979

Professional TaxF.Y.

2008-09Rs.600

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.

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 applicable 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.

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 not made any preferential allotment of shares during the year covered under audit.

Accordingly, clause 4 (xviii) of the order is not applicable.

20. The Company has not issued any debentures during the year.

21. The Company has not raised any money by way of public issue during the year.

22. As per the information and explanations given to us no material fraud on or by the Company has been

noticed or reported during the year.

For Mishra & Co.,

Chartered Accountants

Nilamadhab Mishra

Place : Bangalore Proprietor

Date :06/05/2014 M.No. 223157, FRN: 012355S

26

Particula

rs Note

No. As at

31/03/2014

(Rs. In Lakhs)

As at

31/03/2013

(Rs. In Lakhs)

I

1

2

3 (a)

4

II

1

2

EQUITY AND

LIABILITIES

Shareholders’ funds

(a) Share capital

(b) Reserves and surplus

(c) Money received against share warrants

Sub-total - Shareholders

Funds

Share application money pending allotment

Non-current liabilities Long-term borrowings

(b) Deferred tax liabilities (Net)

(c) Other Long term liabilities

(d) Long-term provisions

Sub-total - Non-current

liabilities

Current liabilities

(a) Short-term borrowings

(b) Trade payables

(c) Other current liabilities

(d) Short-term provisions

Sub-total - Current liabilities

TOTAL

-

EQUITY

AND

LIABILITIES ASSETS Non-current assets (a) Fixed assets (b) Non-current investments (c) Deferred tax assets (net) (d) Long-term loans and advances (e) Other non-current assets

Sub-total - Non -current

Assets

Current assets (a) Current investments (b) Inventories (c) Trade receivables (d) Cash and cash equivalents (e) Short-term loans and advances (f) Other current assets

Sub-total - Current Assets

TOTAL - ASSETS

Contingent Liabilities Other notes forming part of accounts Significant accounting policies

A

B

-

C

D

E

F

G

HI J K

R S T

1485.90

(46.60)

-

-

1485.90

(47.39)

-

-

1439.30 1438.51

-

- - -

-

-

-

-

- - -

-

174.32

6.86

-

162.01

-

4.84

181.19 166.86

1620.49 1605.37

10.02 345.96

- - -

10.02

328.68 - - - 355.98 338.69

- 125.81

35.65

1.79

1101.27 -

- 128.72

35.65 0.89

1101.41 -

1264.51 1266.67

1620.49 1605.37

BALANCE SHEET AS AT 31.3.2014

27

For and on behalf of the Board As per our report of even date For Mishra & Co.,

Chartered Accountants Bharat Kumar Bhandari Managing Director Place : Bangalore Date: 29-05-2013

Gaurav Kumar Bhandari Director

Nilamadhab Mishra Proprietor

M.No 223157, FRN:012355S

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31.3.2014

Particulars Note No

For the period

1/04/2013 to 31/03/2014

(Rs. In Lakhs)

For the period

1/04/2012 to 31/03/2013

(Rs. In Lakhs)

I.

II.

III

IV.

V.

VI.

VII.

VIII

IX.

X

XI

XII

XIII

XIV

XV

XVI

Revenue From Operations

Other income

Total Revenue

Expenses : Cost of Material Consumed Purchase of Stock in Trade Changes in inventories of finished goods work-in- progress and Stock-in-Trade Employee benefits expense Finance costs Depreciation and Amortization Other expenses

Total expenses

Profit before exceptional and extraordinary items and

tax Exceptional items

Profit before extraordinary items and tax

Extraordinary Items

Profit before tax

Tax expense:

(1) Current tax

(2) Deferred tax

Profit (Loss) for the period from continuing operations

Profit/(loss) from discontinuing operations

Tax expense of discontinuing operations

Profit/(loss) from Discontinuing operations (after tax)

Profit (Loss) for the period

Earnings per equity share:

(1) Basic

(2) Diluted Contingent Liabilities Other notes forming part of accounts Significant accounting policies

L

M

N

O

P

Q

R

S

T

23.16

-

-

-

23.16 -

-

-

2.92

0.54

0.00

17.19

- -

-

0.72 0.04

- 21.66

20.65 22.42

2.51 (22.42)

-

-

2.51

(22.42)

2.51

1.71

-

(22.42)

-

-

-

0.79

-

-

(22.42)

-

-

0.79 (22.42)

0.79 (22.42)

0.00

0.00

(0.00) (0.00)

28

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 2014 As at 31 March 2013

Number (in lakhs)

(Rs. in lakhs)

Number (in lakhs)

(Rs.in lakhs)

Authorised : Equity Shares of Rs. 10/- each

Issued, Subscribed & fully Paid

up Capital

Equity Shares of Rs.10/- each

Less: Allotment money in arrears

Total

150.00

1500.00

150.00

1500.00

148.73

148.73

1487.29

1.39

1485.90

148.73

148.73

1487.29

1.39

1485.90

(ii) Reconciliation of the number of equity shares and share capital

Particulars Equity Shares

As at 31 March 2014 As at 31 March 2013

Number (in lakhs)

(Rs.in lakhs)

Number (in lakhs)

(Rs. in lakhs)

Shares outstanding at the beginning of the year

148.73

148.73

148.73

148.73

Shares Issued during the year — — — —

Shares bought back during the year — — — —

Any other movement (please specify) — — — —

Shares outstanding at the end of the year 148.73 1487.29 148.73 1487.29

iii) Shareholders holding more than 5% of equity shares as at the end of the year

Name of Shareholder EquityShare

As at 31 March 2014 As at 31 March 2013

No. of Shares held

% of Holding

No. of Shares held

% of Holding

Usha Baid 1389764 9.3443 1389764 9.3443

Arihant Baid 1156270 7.7743 1146270 7.7071

Bharat Kumar Bhandari 1000100 6.7243 1000100 6.7243

Gaurav Kumar Bhandari 999800 6.7223 999800 6.7223

Veena Kumari Jain 946900 6.3666 946900 6.3666

Rubina Bhandari 877880 5.9025 878100 5.9040

Indovision stock broking services private

1000000 6.7236 100000

6.7236

Y. Ravinder Reddy

India Securities Broking Pvt.Ltd

1000000

960016

6.7236

6.4548

100000

916341

6.7236

6.1611

29

(iv) Terms / Rights attached to Equity shares

The 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 received in cash, shares issued by way of bonus and shares bought back in immediately preceding last five years ended on March 31, 2014.

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 2014

(Rs. In Lakhs)

As at 31 March 2013

(Rs. In Lakhs)

a. General

Reserves

As per last balance sheet (+) Current Year Transfer (-) Written Back in Current Year

Closing Balance

— —

25.00 — —

25.00

b. Surplus As per last balance sheet

(+) Net Profit/(Net Loss) For the current year

(-) Transfer to Reserves

Closing Balance

(47.39)

0.79

—

(49.97)

(22.42)

—

46.60 (72.39)

Total 46.60 47.39

C. Short term borrowings

Particulars As at 31 March 2014 As at 31 Mar 2013

(Rs. In Lakhs) (Rs. In Lakhs)

Unsecured) Loans and Advances from related parties (of the above, Rs. Nil is guaranteed by Directors / others)

-

-

Total - -

30

D. Trade payables

Particulars As at 31 March 2013 As at 31 March 2012

(Rs. In Lakhs) (Rs. In Lakhs)

Due to Micro & Small Enterprises

Others

—

174.32

—

162.01

Total 174.32 162.01

E. Short term provisions

Particulars As at 31 March 2014 As at 31 March 2013

(Rs. In Lakhs) (Rs. In Lakhs)

(a) Provision for employee

benefits Salary &

Reimbursements Contribution to

PF

Gratuity (Funded)

Leave Encashment

(funded) Superannuation

(funded) ESOP /ESOS

(b) Others Provision for Taxation

0.40

—

—

—

— —

6.46

0.09

—

—

—

— —

4.75

6.86 4.84

F. Fixed Assets (Rs. In Lakhs)

Current year Gross Block Depreciation Closing

Opening

Additions

Deletions

Closing

Opening

Addition

s

Deletions

Closing

Tangible Assets

Plant & Machinery

11.75 1.78

1.78 9.97

Furniture and Fixtures 0.05 0.05

- 0.05

Total 11.80 — — 11.80 1.78 — — 1.78 10.02

Previous year

Tangible Assets

Plant & Machinery 11.75

11.75 1.78

1.78 9.97

Furniture and Fixtures 0.05 0.05

- 0.05

Total 11.80

11.80 1.78

1.78 10.02

31

G. Non-current investments ( at cost unless otherwise specified)

Particulars As at 31 March 2014

(Rs. In Lakhs)

As at 31 March 2013

(Rs. In Lakhs)

Trade Investments (a) Investment in Equity instruments

0.60

0.60

(b) Investments in partnership firms*

345.36

328.08

Total

345.96

328.68

Details of quoted / unquoted investments

Particulars As at 31 March 2014 (Rs. In Lakhs)

As at 31 March 2013 (Rs. In Lakhs)

Aggregate amount of quoted investments and market value thereof

Aggregate amount of un-quoted

—

345.96

—

328.68 investments at book value

Total 345.96 328.68

H. Inventories (at cost or net realizable value whichever is lower)

Inventories As at 31 March 2014 As at 31 Mar 2013

(Rs. In Lakhs) (Rs. In Lakhs)

a. Stock-in-trade 125.81 128.72

Total 125.81 128.72

32

Trade receivables outstanding for a period exceeding six months from the date they are due for payment Secured, considered good — — Unsecured, considered good 35.65 35.65

Unsecured, considered

doubtful

Less: Provision for doubtful debts — —

Total 35.65 35.65

Trade Receivable stated above include debts due by :

Particulars As at 31 March 2014 As at 31 March 2013

(Rs. In Lakhs) (Rs. In Lakhs)

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 2014

(Rs. In Lakhs)

As at 31 March 2013 (Rs. In Lakhs)

a. Balances with banks 1.79 0.80

b. Cash on hand 0.00 0.09

Total 1.79 0.89

I. Trade receivables

Trade Receivables As at 31 March 2014 As at 31 March 2013

(Rs. In Lakhs) (Rs. In Lakhs)

Trade receivables outstanding for a period less

than six months from the date they are due for payment — —

Secured, considered good — —

Unsecured, considered good — —

Unsecured, considered doubtful — — Less: Provision for doubtful debts — —

— —

33

K.

Short term loans and advances

Short-term loans and advances As at 31 March 2014

(Rs. In Lakhs)

As at 31 March 2013 (Rs. In Lakhs)

a. Loans and advances to related parties

Secured, considered good — —

Unsecured, considered good 5.50 5.50

Doubtful — —

Less: Provision for doubtful loans and

d

— —

5.50 5.50

b. Others

Secured, considered good — —

Unsecured, considered good

Earnest Money Deposit 0.74 0.74

Advance recoverable in cash or kind 1021.77 1095.17

Doubtful — —

Less: Provision for doubtful loans and

d

— —

1101.27 1101.41

TOTAL 1101.27 1101.40

As at 31 March 2014 (Rs.inLakhs)

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

34

L. Sales

Particulars 2013-2014 (Rs. In Lakhs)

2012-2013 (Rs. In Lakhs)

Sale of products Other operating revenue

23.16 _

- --

Revenue from operations 23.16 -

M.

Purchase of Stock in trade

Particulars 2013-2014

(Rs. In Lakhs)

2012-2013

(Rs. In Lakhs)

Purchase of land _ -

Total _ -

N.

Changes in inventories of Stock-in-Trade

Particulars 2013-2014

(Rs. In Lakhs)

2012-2013

(Rs. In Lakhs)

Opening Stock 128.73 128.73 Closing stock 128.81 128.73

2.91 -

O.

Employee benefits expense

Particulars 2013-2014 (Rs. In Lakhs)

2012-2013 (Rs. In Lakhs)

Salaries and Wages 0.54 0.72 Bonus _ -

Total 0.54 0.72

35

P. Other Expenses

Particulars 2013-2014

(Rs. inLakhs)

2012-2013

(Rs. In Lakhs)

Rates & Taxes 0.03 _ Advertisement Charges 0.83 0.81

Audit Fees 0.10 0.10

Building Maintenance _ _

Car Parking Rent _ _

CDSL-Fees 0.34 0.34

Conveyance Charges _ _

Listing Fees 0.61 0.57

Misc Expenses _ _

NSDL Fees 0.33 0.34

Office Expenses 0.04 0.04

Postage & Courier 0.03 0.67

Printing & Stationery 0.04 1.08

Professional Fees 0.36 0.44

Rent 6.60 6.60

Repair And Maintenance _ _

R O C Fees 0.02 _

RTA Fees 0.39 0.39

Travelling Expenses _ _

Security Charges 1.00 _

Trade License _ _

Website Development Charges _ 0.32

Consultancy Charges _ 0.04

Loss From Partnership 6.47 9.90

Total 17.19 21.64

Q.

Earnings per Share

Particulars Numerator :

2013-14 (Rs.in laks)

2012-13 (Rs.in laks)

Net profit / (Loss) as disclosed in Profit & Loss

0.79 (22.42)

Net Profit / (Loss) attributable to the Equity shareholders Denominator :

0.79 (22.42)

Weighted Average No. of Equity Shares No’s 148.73 148.73

Basic & Diluted Earnings per share (Face value of Rs. 10/- each)

- (0.15)

36

R.

Contingent liabilities not provided for:

31/03/2014 (Rs. In Lakhs)

31/03/2013 (Rs. In Lakhs)

Claims against the company not acknowledged As debt (as per last accounts)

9.51 9.51

S. (i) Balances in certain accounts and under Sundry Debtors, Loans and Advances and current Liabilities are subject to confirmation.

(ii)

(iii)

Managerial Remuneration: There was no managerial remuneration paid during the year. Details of investment in partnership firms

Name of the Firm Name of the Partners Profit sharing

ratio

Investment

(Rs. in Lakhs

B&B Infratech Enterprises

B&B Realty Ltd. Powai Vihar Developers Pvt. Ltd.

50%

50%

177.81

Excel Ventures B&B Realty Ltd. Vanitha Jain

Shweta Pachisia Shakuntala Pachisia

40% 20% 25% 15%

35.18

Somerset County

B&B Realty Ltd. Dutta & Kannan Developers Ventures Private Limited Arham Developers Pvt. Ltd.

40%

40% 20%

91.15

Hillsborough County B&B Realty Ltd. Dutta & Kannan Developers Ventures Private Limited

50%

50%

41.22

(iv) Related Party disclosure in terms of AS 18 is as under:

Name of the Related Party

Relationship Transaction Amount (Rs. in laks)

Outstanding (Rs. in laks)

Smt. Ashu Bhandari Mother of Managing

Director

Payment of

Rent

6.60 7.11

Bharat & Bharath

Properties

A firm in

Which

Directors

Sale

_

—

B&B Infratech Ltd.

A company

with common

directors

Purchase of stock

_

—

37

(v) Auditor’s remuneration (Excluding service tax ) charged to the Statement of profit and loss

Particulars 2013-14

(Rs. In Laks)

2012-13

(Rs. In Laks)

Audit fees 0.10 0.10

Tax Audit fees

Nil

Nil

Fees for other services Nil Nil

Total 0.10

0.10

(vi) MSMED

The company despite its efforts has not been able to obtain the necessary details, to enable it

to identify Micro, Small and Medium enterprises among its creditors, in the terms of the

Micro, Small & Medium Enterprises Development Act 2006. The company is unable to furnish

the prescribed information with regards to its dues to any such enterprise.

(vii) Previous figures have been regrouped and reclassified wherever necessary to conform

to that of the 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 Company follows mercantile system of accounting and recognizes

income and expenditure on accrual basis except those with significant uncertainties. GAAP

comprises mandatory accounting standards issued by the Institute of Chartered

Accountants of India (“ICAI”), the provisions of the Companies Act, 1956 and

guidelines issued by the Securities and Exchange Board of India. Accounting policies

have been consistently applied except where a newly issued accounting standard is

initially adopted or a revision to an existing accounting standard required a change in

accounting policy hitherto in use. The preparation of financial statements in conformity

with GAAP requires management to make estimates and assumptions that affect the

reported amount of assets, liabilities, revenues and expenses and disclosure of contingent

liabilities on the date of financial statements. The recognition, measurement, classification or

disclosure of an item or information in the financial statements is made relying on these

estimates. Any revision to accounting estimates is recognized prospectively

38

2. Revenue Recognition:

Revenue from property development activity is recognized when all significant risks and

rewards of ownership in the land and / or building are transferred to the customer and a

reasonable expectation of collection 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 Assets

All 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 Accountants of India, where there is an indication of

impairment of the company’s assets related to cash generating units, the carrying

amount of such assets are reviewed at each balance sheet date to determine whether

there is any impairment. The recoverable amount of such assets is estimated at

the higher of its net selling price and its value in use. An impairment loss is

recognized in the Profit & Loss Accounts whenever the carrying amount of such

assets exceeds its recoverable amount

4 Depreciation

Depreciation on Fixed Assets is provided on straight-line method at the rates and in the manner

prescribed in 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 year under review.

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 labor, direct overheads and direct finance charges.

6. Investments:

Current Investments are stated at lower of cost or market value. Long term investments are

stated at cost and provision for diminution on their value, other than temporary, is made in

the accounts.

7. Foreign Currency Transactions

Transactions 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 monetary assets and liabilities denominated in foreign currencies are recognized

in Profit and Loss Account.

39

8. Employee Benefits

I. 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.

III.Liability for leave encashment is accounted for on cash basis.

9. Borrowing Cost

Borrowing costs directly attributable to acquisition and construction of qualifying assets and

are capitalized as a part of the cost of such asset up to the date when such asset is ready for its

intended use. Other borrowing costs are charged to profit and loss account.

10. Segment Reporting

In view of the management the company has operated in only one segment in Financial year

2013-14 namely Business in Real-estate. Hence there is no requirement of disclosure of segment

wise profit as per AS 17 “Segment Reporting”.

11. Accounting for Taxes on income

Income tax expenses comprise current tax and deferred tax charges or credit (reflecting the tax

effects of 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 recognized using the tax rates that have been enacted of substantively enacted by the balance sheet date. Deferred tax on assets are recognized and carried forward only if there is a virtual/reasonable certainty of realization of such assets in near future and are reviewed for their appropriateness of their respective carrying value at each balance sheet date.

The effect of accounting standard 22, Accounting for Taxes on income has not been accounted

in the books of the company for the financial year 2013-14 due to non existence of timing

difference.

12. Provisions, Contingent Liabilities and Contingent Assets

A provision is made based on a reliable estimate when it is probable that an outflow of

resources embodying economic benefits will be required to settle an obligation. Contingent

liabilities are disclosed in the notes to accounts and are determined based on the management

perception that these liabilities are 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

accounting principles followed by the company

For and on behalf of the Board of Directors Refer Our Report of Even Date

for Mishra & Co.,

Chartered Accountants

Bharat Kumar Bhandari Gaurav Kumar Bhandari Nilamadhab Mishra

Managing Director Director Proprietor

M.No. 223157, FRN: 012355S

Place : Bangalore

Date: 06-05-2014

40

Cash Flow Statement for the year ended 31st March 2014

31/03/2014

(Rs. In Lakhs)

31/03/2013

(Rs. in Lakhs)

A

B

C

D

CASH FLOW FROM OPERATING

ACTIVITIES Net profit before tax

and Extraordinary items Extraordinary

items

Net profit / loss before tax and Extraordinary items

Adjustment for:

Depreciation

Interest paid

Interest received

Operating profit before working capital changes

Adjustment for :

Trade and other receivables (Net)

Inventories

Trade payables

Cash Generated from Operations

Direct tax paid

Net cash generated from operating activities

CASH FLOW FROM INVESTMENT ACTIVITIES Purchase of fixed assets

Investment in partnership firm

Interest income

sale s of investments

Net cash used in investment activities

CASH FLOW FROM

FINANCING ACTIVITIES

Proceeds from issue of share capital

Proceeds from short term

borrowings Repayment of finance,

lease, liabilities Dividend paid

Net cash used in financing activities

NET INCREASE/(DECREASE) IN CASH AND CASH

EQUAVALENTS

Cash and cash equivalent as at opening

Cash and cash equivalent as at closing

0.79

NIL

0.79

(22.42)

Nil

(22.42)

NIL

NIL

NIL

0.79

0.14

2.92

12.31

16.16

_

Nil

Nil

Nil

(22.42)

(105.03)

-

137.32

9.87

_

16.16 9 .87

_

(17.29)

NIL

NIL

Nil

(11.14)

Nil

(17.29) (11.14)

NIL

2.02

NIL

NIL

Nil

Nil

Nil

Nil

2.02 Nil

0.89

0.89

1 .79

(1.27)

2.16

0.89

For B&B REALTY LTD. As Per Our Report of Even Date

For MISHRA &CO.,

CHARTERED ACCOUNTANTS

BHARAT KUMAR BHANDARI GAURAV KUMAR BHANDARI NILAMADHAB MISHRA

MANAGING DIRECTOR DIRECTOR M. No. 223157, FRN: 012355S

No 699, 13th Cross, MES Road

Muthayala Nagar,

Place: Bangalore Bangalore - 560054.

Date: 06-05-2014

41

Registered Office: #17, 4

th Floor, Shah Sultan Complex, Ali Asker Road, Bangalore, Karnataka

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 companies to send official documents to their shareholders electronically considering

its legal validity under the Information Technology Act, 2000.

Ecological sustainability is an increasing need of the modern world. The much welcomed initiative of MCA,

taken in cognizance of this need, offers you the benefit of receiving communications faster and does away with

the risk of loss of documents in postal transit. Your conscious decision to opt for electronic form of

communication will actively contribute in your Company’s Corporate Social Responsibility initiatives and help

in reduction of paper consumption resulting in a greener environment.

Being a Company with strong focus on green initiatives, B&B Realty Ltd proposes to send all shareholder

communications such as the notice of General Meetings, Audited Financial Statements, Directors’ Report,

Auditors’ Report, etc., henceforth to 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 to register yourself for receiving electronic communications in lieu of physical form by returning the

duly filled-in and signed form appended below. Simultaneously, we request you to register your E-mail Id with

your Depository Participant and inform 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

form appended 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 format on 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 and regional newspapers. As always, physical copies of all communications will be available at our

Registered Office for inspection during office hours.

We are sure, that as a responsible citizen, you will whole-heartedly support this initiative by opting for electronic

receipt of future 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&B Realty Limited hereby agree to receive documents/notices from B&B Realty Limited through electronic

mode and my E-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: Bangalore Date:

42

Registered Office: No.17, 4

th 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 Tuesday 30th September 2014 at 03.00

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_________ 2014.

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 Tuesday the 30th

September, 2014 at 03.00 P.M. at Registered office of the Company.

1. L.F.No.__________________________________________________________________________

2.Depository:NSDL/CDSL_____________________________DP.ID__________________________

3.Client ID____________________________ (Shares held in Electronic Form)

4. Full name of the Shareholder:

_________________________________________________________________ (IN BLOCK LETTERS)

5. No. of equity shares held:__________________________________________

6. 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.

Affix

Revenue

Stamp

#17, 4th Floor, Shah Sultan Complex,

Ali Asker Road, Bangalore - 560 052.

Phone No. 080 22203274 / 75 Fax : 080 2220 2029

E-mail Id : info@bbrl.in, Website : www.bbrl.in

FORM A

(Clause 31(a) of Listing Agreement)

Format of covering letter of the annual audit report to be filed with the stock exchanges

Name of the company: M/a B & B REALTY LIMITED (FORMERLY KNOWN AS STERLITE PROJECTS LIMITED)

2 1 Annual financial statements for the year 1 31/03/2014

~3 I Type of Audit observation I ended

4

5

Frequency of observation

To be signed by-

• CEOManaging Director

CFO

Auditor of the company

Audit committee chairman

NA

Bharat Bhandari, Managing Director

Managing Director h q 6

(Clause 31(a) of Listing Agreement)

Format of covering letter of the annual audit report to be filed with the stock exchanges

1 I year ended I I

M/s B & B REALTY LIMITED (FORMERLY KNOWN AS STERLITE PROJECTS LIMITED)

1

2

Name of the company

Frequency of qualification

Annual financial statements for the

3

Draw attention to relevant notes in the annual financial statements and management response to the qualification in the directors report

c)In the case of the Cash Flow statement, of the cash flows for the year ended on that date.

31/03/2014

Type of Audit qualification

The Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

\

NA

a) In the case of Balance Sheet, of the state affairs of the Company as at March 3 lSt,2014

b)In the case of the statement of Profit and loss, of the loss for the year ended on that date and

6

I I

1 Auditor of the company

Additional comments from the Boardl Audit committee chair

7

• CEOIManaging Director

CFO

Audit Committee Chairman

NA

To be signed by-

Bharat Bhandari, Managing Director

Managing Director :