The Shareholders,
Your directors have pleasure in presenting the Annual Report together with the Audited Statement of the Accounts for the financial year ended on 31st March 2024.
COMPANY PERFORMANCE OVERVIEW
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 30th September, 2024. The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 5th 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. 30th 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 31st 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. 15th 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.