Directors Report of B&B Realty Ltd.

Mar 31, 2024

Your directors have pleasure in presenting the Annual Report together with the Audited
Statement of the Accounts for the financial year ended on 31^st March 2024.

COMPANY PERFORMANCE OVERVIEW

Rs in I akhs)

Particulars	FY 2023-24	FY 2022-23
Total Revenue	602.24	3.37
Total Expenditure	486.29	85.49
Profit before Exceptional and Extraordinary Items and Tax	115.95	(82.12)
Less Exceptional Items	0	0
Less: Extraordinary Items	0	0
Profit or (Loss) before Tax	115.95	(82.12)
Less: Current Tax	0	0
Less: Deferred Tax	0	0
Profit or (Loss) after Tax	115.95	(82.12)

BUSINESS OVERVIEW /PROSPECTS /NATURE OF BUSINESS:

The Company is engaged in the activities of Real Estate Development. On the real estate
development front, the Company develops residential, commercial, plotting and social
infrastructure projects. There was no change in nature of the business of the Company,
during the year under review.

SHARE CAPITAL

During the year under review, there is no change in the Share Capital of the Company.
MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position of
the Company between the end of the financial year and date of this report.

RESERVES

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

DIVIDEND

In order to conserve the resources of the Company and to build the wealth for the
stakeholders, your Board of Directors have decided not to recommend dividend for the year
ended 31st March, 2024.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS
AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and Company''s operations in future.

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 Gaurav Bhandari, Director retires by rotation at the forthcoming
Annual General Meeting and expresses their desire to be reappointed. Their appointment
has been taken as point 2 of the Notice annexed with this Annual Report.

The first term of Mr. Abhishek Pachisia (DIN: 07320374) as an Independent Director, will
end on 30^th September, 2024. The Nomination and Remuneration Committee and the Board
of Directors at their respective meetings held on 5^th September, 2024 has recommended
her re-appointment as an Independent Director of the Company for a second term of 5
(five) consecutive years w.e.f. 30^th September, 2024, subject to approval of the members by
way of a special resolution.

DIRECTOR''S 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 31^st March 2024,
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.

STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received necessary declarations from all Independent Directors of the
Company in accordance with the provisions of Section 149(7) of the Companies Act, 2013
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

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

During the year under review Mrs. Apeksha Nagori resigned as Company Secretary and
Compliance Officer of the Company w.e.f. 15^th May, 2023 (after close of business hours) and
Mrs. Vinita Sharma was appointed as Company Secretary and Compliance Officer w.e.f. 4th
September, 2023.

BOARD MEETINGS

During the year, Five 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 Director''s 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 G R Venkatanarayana, Chartered Accountants (Firm Registration Number 004616s),
Bangalore were appointed as Statutory Auditors for a term of 5 consecutive years at the
38th Annual General Meeting.

The Report given by M/s G R Venkatanarayana, Chartered Accountants, on the Financial
Statements of the Company for the year ended 31st March 2024 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.

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
2022-23 & 2023-24. 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 management of the Company identifies and reviews the major risks facing the Company
on a continuous basis and action plans are framed accordingly to mitigate the risks. The
audit committee evaluates the risk management systems. There are no risks which in the
opinion of the Board threaten the existence of the Company.

LOANS, GUARANTEES AND INVESTMENTS

There have been no investments under Section 186 of the Companies Act during the year.
There were 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.

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.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES (CSR):

The Company does not fall under the criteria fixed for the Corporate Social Responsibility
(CSR) under Section 135 of the Companies Act.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE f"POSH"1:

Our Company has always believed in providing a safe and harassment free workplace for
every individual working in the Company premises. Company always endeavors to create
and provide an environment that is free from any discrimination and harassment.

The policy on prevention of sexual harassment at workplace aims at prevention of
harassment of employees {whether permanent, temporary, ad-hoc, consultants, interns or
contract workers irrespective of gender} and lays down the guidelines for identification,
reporting and prevention of undesired behaviour. The Company has duly constituted
internal complaints committee as per the said Act.

During the financial year ended March 31, 2024, there will nil complaints recorded
pertaining to sexual harassment.

RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions during the financial year under
review made by the Company with Promoters, Directors, or other designated persons which
may have a potential conflict with the interest of the Company at large. Thus, disclosure in
Form AOC-2 is not required.

However, the disclosure of transactions with related parties for the financial year, as per
Accounting Standard -18 Related Party Disclosures is given in Note no. 22 to the Balance
Sheet as on March 31, 2024.

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.

MANAGEMENT REPORT:

The Management Discussion and Analysis Report as required under Regulation 34 read with
Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") is annexed to and forms
part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGEXCHANGE
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. Our 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

VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has a Vigil mechanism & Whistle blower policy under which the employees
are free to report violations of applicable laws and regulations and the Code of Conduct.
The reportable matters may be reported to the Vigilance & Ethics Officer which operates
under the supervision of the Audit Committee, as protected disclosures through an e-mail,
or dedicated telephone line or a written letter. Employees may also report directly to the
Chairman of the Audit Committee. The Vigil Mechanism and Whistle Blower Policy is
reviewed during the year. The said Policy is available on the website of the Company at
www.bbrl.in.

INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference to financial
statements. During the financial year, such controls were tested and no reportable material
weakness in the design or operation was observed.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to
''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly
followed by the Company.

GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic
copy of the Notice of 41st Annual General Meeting of the Company including the Annual
Report for FY 2023-24 are being sent to all Members whose email addresses are registered
with the Company / Depository Participant(s).

ACKNOWLEDGEMENT

The Board would like to record their sincere appreciation for the co-operation received
from various stakeholders of the Company viz., customers, 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

Sd/- Sd/-

Gaurav Kumar Bhandari Bharat Kumar Bhandari

Director (DIN: 01339056) Managing Director (DIN: 01125148)

Place: Bangalore
Date: 5^th September 2024

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Mar 31, 2015

The Directors have pleasure in presenting the Annual Report together with Audited Statement of Accounts for the financial year ended on March 31, 2015.

FINANCIAL RESULTS:

Particulars Current Year Previous Year March 31, 2015 March 31,2014

Total Revenue 28,80,000 23,16,000

Total Expenditure 19,73,000 20,65,000

Earnings before exceptional and extraordinary items and tax 9,07,000 2,51,000

Earnings before extraordinary items and tax 9.07,000 2 51 000

Earnings before tax 9,07,000 2,51,000

Tax expenses 54,000 171,000

Earnings/(loss) from Discontinuing operations (after tax) 276,000 79,000

OPERATIONAL REVIEW

The Net Profit of your company for the Current Financial Year 2014-15 is Rs.276,000

RESERVES

The company has transferred Rs. 276,000/- of profit to the reserves

DIVIDEND

In view of the Nominal Profit incurred during the financial year 2014-15, 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 73 of the Companies Act, 2013 and the rules made there under.

DIRECTORS

The Board of Directors in its meeting held on 3rd September, 2015 subject to approval of shareholders in ensuing Annual General Meeting has approved the proposal for re-appointment of Mr. Sandeep Daga, the Non Executive Independent Director and Mr. Naveen Kumar Banthia, the Non Executive Independent Director of the company, with effect from 30th September 2015 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. Gaurav Kumar Bhandari, 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, 2013 and Clause 49 of the listing agreement. More details of the audit committee are provided in the report on Corporate Governance attached to this annual report.

AUDITORS

M/S. T. Srinivasa & Co, Chartered Accountants, Bangalore, the statutory Auditors of the Company Retire at the ensuing Annual General Meeting and have Confirmed their eligibility under the provision of the Companies Act 2013 and their willingness to accept office, if re- appointment..

AUDITORS' REPORT

There are no qualifications observed in the auditor's report for the Financial Year 2014-15.

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 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished to this report.

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

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 134 of the Companies Act, 2013 a part of our report attached herewith.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had 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 at the end of the financial year and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company; and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

GREEN INITIATIVE IN CORPORATE GOVERNANCE

The Ministry of Corporate Affairs (MCA) has recently taken a green initiative 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 : 03.09.2015 Managing Director

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Mar 31, 2014

The Shareholders,

The 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 Previous Year March 31, 2014 March 31,2013

Total Revenue 2316000.00 --

Total Expenditure 2065000.00 (22,42,152)

Earnings before exceptional and 251000.00 (22,42,152) extraordinary items and tax

Earnings before extraordinary items 251000.00 (22,42,152) and tax

Earnings before tax 251000.00 (22,42,152)

Tax expenses 171000.00 Nil

Earnings/(loss) from Discontinuing 79000.00 (22,42,152) operations (after tax)

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.

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

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

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Mar 31, 2012

The Directors have pleasure in presenting the Annual Report together with Audited Statement of Accounts for the financial year ended on March 31, 2012.

FINANCIAL RESULTS:

Particulars Current Year Previous Year March 31, 2012 March 31,2011 (Rs. in '000) (Rs. in 000)

Total Revenue 1,920.00 -

Total Expenditure 1,807.04 1,632.04

Earnings before exceptional 112.96 (1,632.04) and extraordinary items and tax

Earnings before extraordinary items and tax 112.96 (1,632.04)

Earnings before tax 21.53 (1,632.04)

Tax expenses 21.53 -

Earnings/(loss) from 91.44 (1,632.04)

Discontinuing operations (after tax)

OPERATIONAL REVIEW

The net earnings of your company for the Current Financial Year 2011 - 12 is Rs. 91.44 i.e. in positive figures, as compared the loss of Rs. 1,632.04 attained in the Previous Financial Year 2010 - 2011.

With the main object of expanding operation in Real Estate and Infra Structure Development, during the year under review the company focused on the Real Estate business only. The Company has made significant in roads in the Real estate business and currently in the process of finalizing two new projects in the form in the form of partnership firms namely M/s Hillsborough County and M/s Somerset County for development of Residential villas and Apartments at Nandi hills near Bangalore. The said projects have been done in separate Special Purpose Vehicles (SPV) respectively, wherein the company has partnered with other developers. Your directors are confident of achieving better result in the coming years.

SHIFTING OF REGISTERED OFFICE

The Directors wishes to inform the Shareholders that the company has received the order from Company Law Board, Kolkata dated 8th August 2012 approving the Shifting the Registered office of the company from Kolkata, West Bengal to Bangalore, Karnataka. Hence the Registered office of the company is shifted to No.17 4th Floor, Shah Sultan Bldg, Ali Asker Road, Bangalore - 560052.

RESERVES

The company has not transferred any amounts of profit to the Reserves.

DIVIDEND

In view of the insufficient profit, the Directors decided to employ such amount in the growth of the business of company and did not recommend any dividend for the year under review.

FIXED DEPOSIT

The company has not accepted any fixed deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

DIRECTORS

The Board of Directors in its meeting held on 26th July, 2012 subject to approval of shareholders in ensuing Annual General Meeting has approved the proposal for re-appointment of Mr. Y. Ravinder Reddy, the non Executive Director and Mr. Kirthy Kumar Shah, The Non Executive Independent Director of the company, with effect from 30th September 2012. A brief resume of such Directors is given further in the Annual Report.

AUDIT COMMITTEE

The audit committee presently has 4 directors as members viz. Mr. Sandeep Daga, Mr. Naveen Kumar Banthia, Mr. Kirthy Kumar A. Shah and Mr. Bharat Kumar Bhandari. Except Mr. Bharat Kumar Bhandari, all other members of the audit committee are non-executive independent directors. Mr. Sandeep Daga is the Chairman of the Audit Committee. The role, terms of reference, the authority and power of the Audit Committee are in conformity with the requirements of the Companies Act, 1956 and Clause 49 of the listing agreement. More details of the audit committee are provided in the report on Corporate Governance attached to this annual report.

AUDITORS

M/s. Mishra & Co., Chartered Accountants, the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and have confirmed their eligibility as per Sec 224 of the Companies Act, 1956 and their willingness to accept office, if re-appointed.

AUDITORS' REPORT

There were no disqualification stated in the Auditors Report for the Financial Year 2011-12

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

Particulars required to be finished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as under:-

A CONSERVATION OF ENERGY

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

B TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION.

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

C FOREIGN EXCHANGE EARNINGS AND OUTGO.

Total Foreign Exchange earning and outgo for the financial year is as follow:

a) Total foreign exchange earning : NIL

b) Total foreign exchange outgo : NIL

CORPORATE GOVERNANCE

Your company has incorporated appropriate standards for good corporate governance and shall aim at exhibiting maximum transparency and adequacy of reports /information provided under mandatory provisions or otherwise. Pursuant to Clause 49 of the listing agreement a detailed report on Corporate Governance is produced as a part of the Annual Report which is further certified by the statutory auditor of the company.

PARTICULARS OF EMPLOYEES

None of the employees of the Company were drawing emoluments more than what has been specified under Section 217(2A) of the Companies Act, 1956 a part of our report attached herewith.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby confirms that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

2. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company and of the profit or loss of the Company for that period;

3. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. The directors have prepared the accounts for the financial year on a 'Going Concern' basis.

GREEN INITIATIVE IN CORPORATE GOVERNANCE

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

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude for the valuable guidance and support given by Government of India, State Government departments, Financial Institutions, Banks, and various stake holders, such as, shareholders, customers, suppliers etc. Your Directors also commend the continuing commitment and dedication of the employees at all levels which has been critical for the Company's growth. The Directors look forward to their continued support in future.

By Order of the Board

Place : Bangalore Bharat Kumar Bhandari

Date : 1st September, 2012 Managing Director

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Mar 31, 2011

REPORT OF THE DIRECTORS TO THE SHAREHOLDERS

The Directors have pleasure in presenting the 28th Annual Report together with Audited Accounts of the Company for the year ended 31st March 2011.

FINANCIAL RESULTS

(Rs. In '000) (Rs. In '000) 2010-2011 2009-2010

Profit/Loss before taxation (1632.04) (16.08)

Transfer from Investment Allowance (Utilised) Reserve Nil Nil

Provision for Taxation Nil Nil

Balance brought forward from previous year (3,456.14) (3,440.06)

Balance carried to Balance Sheet (5,088.19) (3,456.14)

OPERATIONS

With the main object of expanding operation in Real Estate and Infra Structure Development, during the year under review the company focused on the Real Estate business only. Loss from this segment amounted to Rs. 16,32,041/-. The Company has made significant in roads in the Real estate business and currently in the process of finalizing a number of projects. During the year the company has entered into a SPV in the form of partnership namely M/s.Excel Ventures and further the company is in the process of entering into more of such SPV. Your directors are confident of achieving better result in the coming years. The company did not undertake any trading activity during the year.

DIVIDEND

In view of the carried forward losses, the Directors do not recommend any dividend for the year under review.

FIXED DEPOSIT

The company has not accepted any fixed deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

DIRECTORS

As per Article 134 of the Articles of Association of the Company, one-third of such directors liable to retire by rotation shall retire from office at each Annual General Meeting of the shareholders. A retiring director is eligible for re-election. Sandeep Kumar Daga and Naveen Kumar Banthia are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

AUDIT COMMITTEE

The audit committee presently has 4 directors as members viz. Mr. Sandeep Daga, Mr. Naveen Kumar Banthia, Mr. Kirthy Kumar A. Shah and Mr. Bharat Kumar Bhandari. Except Mr. Bharat Kumar Bhandari, all other members of the audit committee are non-executive independent directors. Mr. Sandeep Daga is the Chairman of the Audit Committee. The role, terms of reference, the authority and power of the Audit Committee are in conformity with the requirements of the Companies Act, 1956 and Clause 49 of the listing agreement. More details of the audit committee are provided in the report on Corporate Governance attached to this annual report.

AUDITORS

M/s. Mishra & Co., Chartered Accountants, the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and have confirmed their eligibility as per Sec 224 of the Companies Act, 1956 and their willingness to accept office, if re-appointed.

AUDITORS' REPORT

There was a qualifications observed in the auditor's report for the Financial Year 2010-11. The response to the observations made by the auditors in their report is as follows:

Non availability of Documents for verification

During the financial year 2008-09 the Company had changed hands and a new management had taken over effective 30/09/2008. Hence many documents yet continue to remain with the old management and as such those could not be produced at the time of audit. However, efforts are on to obtain the documents.

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 hot applicable to your company as the company is into real estate business.

C FOREIGN EXCHANGE EARNINGS AND OUTGO

Total Foreign Exchange earning and outgo for the financial year is as follow:

a) Total foreign exchange earning : NIL

b) Total foreign exchange outgo : NIL

CORPORATE GOVERNANCE

Your company has incorporated appropriate standards for good corporate governance and shall aim at exhibiting maximum transparency and adequacy of reports /information provided under mandatory provisions or otherwise.

A separate report on Corporate Governance is produced as a part of the Annual Report. Given the nature of business of the company, the Management Discussion and Analysis are generic in nature.

The statutory auditor have certified that conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement are complied by the company and their certificate is annexed to the Report on Corporate Governance.

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 the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:-

a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimate that are reasonable and prudent so as to give a true and fair view of the state of affair of the company at the end of the financial year and of the profit or loss of the company for the year under review.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

d) The Directors have prepared the annual accounts of the company on going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere gratitude to the shareholders, bankers, business associates and Government and other regulatory agencies for their continued support for the growth of the company.

Place: Kolkata

Date: 6th September, 2011

FOR AND ON BEHALF OF THE BOARD

BHARAT KUMAR BHANDARI MANAGING DIRECTOR

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Mar 31, 2010

The Directors have pleasure in presenting the 27th Annual Report together with Audited Accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS

(Rs. In 000) (Rs. In 000) 2009-2010 2008-2009

Profit/Loss before taxation (16.08) 278.62

Transfer from Investment Allowance (Utilised) Reserve NIL NIL

Provision for Taxation NIL 83.58

Balance brought forward from previous year (3,440.06) (3,635.10

Balance carried to Balance Sheet (3,456.14) (3,440.06)

OPERATIONS

With the main object of expanding operation in Real Estate and Infra Structure Development. During the year under review the company focused on the Real Estate business only. Income from this segment amounted to Rs.24,00,000/-, however the management decided to write off old sundry debtors/advances amounting to Rs. 12,10,142/- since in the management view these debts/advances are not recoverable. After this adjustment the annual result shows a loss of Rs. 16,080/-.The Company has made significant in roads in the Real estate business and currently in the process of finalizing number of projects. Your directors are confident of achieving better result in the coming years. The company did not undertake any trading activity during the year.

DIVIDEND

In view of the carried forward losses the Directors do not recommend any dividend for the year under review.

FIXED DEPOSIT

The company has not accepted any fixed deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

REGISTERED OFFICE

Companys registered office has been shifted to 60B, Chowringhee Road, Kolkata - 700 020. A separate Corporate office has been set up in Bangalore as the major projects in Real Estate segment undertaken by the company are situated in southern states.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:-

a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimate that are reasonable and prudent so as to give a true and fair view of the state of affair of the company at the end of the financial year and of the profit or loss of the company for the year under review.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

d) The Directors have prepared the annual accounts of the company on going concern basis.

DIRECTORS

Mr. Kirthy Kumar A Shah retires by rotation at the forthcoming Annual General Meting and being eligible offers himself for re-appointment.

Mr. Y.Ravinder Reddy appointed as Additional Director during the year hold the office till the ensuing AGM and eligible offers himself to be reappointed.

The Board recommends above appointments.

AUDITORS AND AUDITORS REPORT

Mr.Nilmadhab Mishra, Chartered Accountants, the Auditor of the Company, retire at the conclusion of this annual general meeting and Mishra & Co (proprietor, Mr.Nilmadhab Mishra) being eligible have offered themselves for re-appointment.

Auditors Observation

1. Non availability of Documents for verification

During the financial year 2008-09 the Company had changed hands and a new management had taken over effective 30/09/2008. Hence many documents yet continue to remain with the old management and as such those could not be produced at the time of audit. However, Efforts are on to obtain the documents.

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:-

1. Part A and B pertaining to conversation of energy and technology absorption are not applicable to the company as there was no manufacturing activity during the year.

2. Total Foreign Exchange earning and outgo for the financial year is as follow:

a) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services; and export plans : NIL

b) Total foreign exchange earning : NIL

c) Total foreign exchange outgo : NIL

CORPORATE GOVERNANCE

Corporate Governance pursuant to clause 49 of the listing agreement is not applicable for the Company during the year under review.

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.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere gratitude to the shareholders, bankers, business associates and Government and other regulatory agencies for their continued support for the growth of the company.

Registered Office For and on behalf of the Board

60B ChowriegSiee Road

Kolkata - 700 020

Dated 7th September, 2010 Bharat Kumar Bhandari Managing Director