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B P Capital Ltd.

BSE: 536965 Sector: Financials
NSE: N.A. ISIN Code: INE947C01010
BSE LIVE 11:06 | 17 Jan 15.96 0.50
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NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 15.96
PREVIOUS CLOSE 15.46
VOLUME 200
52-Week high 18.00
52-Week low 8.13
P/E 1596.00
Mkt Cap.(Rs cr) 4.80
Buy Price 15.96
Buy Qty 29800.00
Sell Price 0.00
Sell Qty 0.00
OPEN 15.96
CLOSE 15.46
VOLUME 200
52-Week high 18.00
52-Week low 8.13
P/E 1596.00
Mkt Cap.(Rs cr) 4.80
Buy Price 15.96
Buy Qty 29800.00
Sell Price 0.00
Sell Qty 0.00

B P Capital Ltd. (BPCAPITAL) - Director Report

Company director report

Dear Members

Your Directors are delighted to present the 22nd Annual Report of yourCompany together with the Audited Annual Accounts for the financial year ended 31stMarch 2015.

1. Financial Results

The Financial Performance of your Company for the year ended March 31 2015 issummarized below

(Amount in Rs. Thousand s)

Financial Year ended
Particulars 31st March 2015 31st March 2014
Total Income 1187 2353
Total Expenditure 1142 2318
Profit before tax 45 35
Provision for tax 18 16
Deferred Tax Liabilities (Assets) (18) (5)
Short Provision of tax of earlier years 1 1
Profit after Tax 44 23
Transfer to Reserve Fund 9 5
Balance Profit/(Loss) of current year 35 18
Profit/(Loss) b/f of previous year 1606 (1624)
Balance of Profit/(Loss) carried to Balance Sheet 1634 (1606)
Paid-up Share Capital 30118 30118
Reserves and Surplus 171 163

Reserve Fund (as per section 45-IC of the RBI Act)

2. Dividend

In view of insufficiency of profits your Directors regret their inability torecommended dividend on equity shares for the year under review.

3. Reserves

In view of insufficiency of profits no amount is proposed to be transferred toReserves for the year under review.

3. Brief description of the Company s working during the year: A. Review of Operations

During the year under review total revenue of the Company was Rs. 1186999/- asagainst Rs. Rs. 2353418/- in the previous year. The company earned a net profit (beforetax ) of Rs. 45319/- against a net profit (before tax )of Rs. 35548/- during theprevious year. Your Directors are putting in their best efforts to improve theprofitability of the Company.

B. Future Prospects

Your Company being an investment Company seeks opportunities in the capital market. Thevolatility in the stock indices in the financial year under report represents both anopportunity and challenge for the Company. The business of your company is affected by thesentiments prevailing in the stock markets. Your Company believes in making thoseinvestments which are characterized by Lesser risks with adequate returns . YourDirectors are optimistic that current year will fetch better returns for the Company.

5. Change in the nature of business if any

During the year there is no change in the nature of business activity of the company.

6. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report During the period between theend of the financial year of the company and the date of the report there are no materialchanges and commitments which affect the financial position of the company.

Change In Control

On May 26 2015 the sole promoter of the Company Mr. Peeyush Kumar Aggarwal hasentered into a Share Purchase Agreement ( SPA ) with M/s Symbolic Inframart Pvt Ltd acompany incorporated under the Companies Act 1956 for the sale of his entire shareholdingconstituting 424400 equity shares of the face value of Rs. 10/- each representing 14.09%of the paid up share capital of the Company at a price of Rs. 10/- per share alongwith thecomplete change in control to M/s Symbolic Inframart Pvt Ltd

Pursuant to the above SPA the Acquirer is in the process of coming out with an OpenOffer to the shareholders of the Company.

7 . Details of significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and company s operations in future :

During the year there is no significant and material orders passed by the Regulatorsor Courts or Tribunals which impact the going concern status and company s operations infuture.

8 . Details in respect of adequacy of internal financial controls with reference to theFinancial Statements :

The Board has adopted policies and procedure for ensuring the orderly and efficientconduct of its business including adherence to the company s policies the safeguardingof its asset the prevention and detection of fraud and error the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosure.

9. Details of Subsidiary/Joint Ventures/Associate Companies:

The Company has no Subsidiary. During the year no company has become or ceased assubsidiary/Joint-venture/Associate of the company.

10. Performance and financial position of each of the subsidiaries associates andjoint venture companies included in the consolidated financial statement:

During the year no consolidated financial statements have been prepared by the companyas the Company has no subsidiary company.

11. Deposits :

Your Company has not accepted any deposits from public within the meaning of Section 73of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014during the year under review. The details relating to deposits covered under Chapter V ofthe Act is as under-

(a) accepted during the year Rs Nil
(b) remained unpaid or unclaimed as at the end of the year Rs Nil
(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved No
(i) at the beginning of the year Rs Nil
(ii) maximum during the year Rs Nil
(iii) at the end of the year Rs Nil

12. Auditors:

M/s. RMA & Associates Chartered Accountants New Delhi the Statutory Auditors ofthe Company (Registration No. 000978N) will hold office until the conclusion of the 22ndAnnual General Meeting and being eligible have offered themselves for re-appointment.They have confirmed that their appointment if made shall be in accordance with theprovisions of Section 139(1) of the Act read with Companies (Audit and Auditors) Rules2014 and that they are not disqualified for their reappointment as Statutory Auditors ofthe Company. They have furnished a certificate of their eligibility and consent underSection 139(1) and 141 of the Companies Act 2013 and the rules framed there under. Theyhave also confirmed that they hold a valid peer review certificate as prescribed underClause 41(1)(h) of the Listing Agreement.

The Board of Directors have recommended the reappointment of M/s. RMA & AssociatesChartered Accountants as the Statutory Auditors of the Company to hold office for a periodof five years i.e. from the conclusion of ensuing Annual General Meeting till theconclusion of 27th Annual General Meeting subject to ratification by shareholders at eachAnnual General Meeting.

13. Auditors Report:

The Auditor report does not contain any qualification reservation or adverse remark.

14. Share Capital :

A Issue of equity shares with differential rights: During the year company has not issued any equity shares with differential rights.
B Issue of sweat equity shares During the year company has not issue any Sweat equity shares.
C Issue of employee stock options During the year company has not issued employee stock options.
D Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees Rs Nil
E Bonus Shares No bonus shares were issued during the year under review.

15. Extract of the annual return (MGT-9):

The extract of the annual return in Form No. MGT 9 is annexed herewith (Annexure 1.).

16 . Conservation of energy technology absorption and foreign exchange earnings andoutgo :

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

A) Conservation of energy:

The requirements of disclosures with regard to Conservation of Energy in terms ofSection 134 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 arenot applicable to the Company since it doesn t own any manufacturing facility.

However the company has undertaken various energy efficient practices which hasstrengthened the Company s commitment towards becoming an environment friendlyorganization. The Company makes all efforts towards conservation of energy protection ofenvironment and ensuring safety. As far as possible company is utilizing alternatesources of energy.

(B) Technology absorption:

The business of the company is not technology driven. No technology has been imported.There is nothing to be disclosed on account of technology absorption.

(C) Foreign exchange earnings and Outgo during the year:

Rs
Foreign Exchange Earned in terms of actual inflows Nil
Foreign Exchange outgo in terms of actual outflows Nil

17. Corporate Social Responsibility (CSR) :

In terms of section 135(1) of the Companies Act 2013 the provisions of CorporateSocial Responsibility are not applicable to the Company.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Changes in Directors and Key Managerial Personnel

Appointment

During the year under review Mr. Brahm Dutt Sharma was appointed as an AdditionalDirector in the category of Non-Executive Independent Director of the Company with effectfrom 30th May 2014 and his appointment was regularized as an IndependentDirector for five consecutive years in the AGM held on 30/09/2014

Mr. Sachin Garg was appointed as an Additional Director of the Company with effectfrom 13th August 2014 and his appointment was regularized as a Director of theCompany whose term of office is liable to determination by retirement of rotation in theAGM held on 30/09/2014. Further he was also appointed as the Managing Director of theCompany for a period of five years whose term of office is liable to determination byretirement of Directors by rotation in the AGM held on 30/09/2014.

Mrs. Madhu Sharma was appointed as an Independent Woman Director for a term of fiveyears from the date of her appointment in the AGM held on 30/09/2014 pursuant to theprovisions of Section 149 of the Companies Act 2013.

In the Board Meeting held on 02/09/2014 Mr. Shatrughan Sahu was appointed as ChiefFinancial Officer and Key Managerial Personnel of the Company.

Cessation

Mr. Adesh Kumar Jain Independent Director of the Company resigned from the Board witheffect from 30th May 2014.

The Board places on records its deep appreciation for the valuable contribution made byMr. Adesh Kumar Jain during his association with the Company.

Retirement by Rotation

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Sachin Garg Managing Director of the Company retires byrotation at the forthcoming AGM and being eligible offers himself for reappointment.

Considering the background and experience of Mr. Sachin Garg the Board is of theopinion that his reappointment will immensely benefit your Company. The Board recommendshis reappointment.

Brief resume of the Mr. Sachin Garg Managing Director of the Company who is proposedto be re-appointed is mentioned hereinbelow:

Mr. Sachin Garg aged 35 years is a fellow Member of the Institute of CharteredAccountants of India. He has rich experience of more than 7 years. He has significantexpertise in Corporate Laws Audit Finance & Taxation Capital Markets ProjectManagement etc. He has always demonstrated a certain dynamism and foresight seen in themost pragmatic of professional.

Details of his other Directorships and Committee Memberships are as follows:

Sl. No. Directorships in other Public Companies Committee Membership/Chairmanship
1 Advik Laboratories Limited • Audit Committee Member
• Nomination and Remuneration Committee Member
• Stakeholders Relationship Committee Member
• Risk Mangement Committee Member
2 Onus Plantations and Agro Limited Nil Nil
3. Onshore Shipping Limited Nil Nil

Mr. Sachin Garg has no interest directly or indirectly in the capital of the Companyand is not related to any of the Directors or the Promoters of the Company.

B. Declaration by Independent Directors

Your Company has received necessary declaration from each Independent Director of theCompany under Section 149(6) of the Companies Act 2013 read with Clause 49(II)(B) ofListing Agreement confirming that they met with the criteria of independence as prescribedunder the aforesaid Section and Clause.

C Formal Annual Evaluation

In compliance with the Companies Act 2013 and Clause 49 of the Listing Agreementduring the year the Board adopted a formal mechanism for evaluating its performance aswell as that of its Committees and Individual Directors including the Chairman of theBoard.

The evaluation of Independent Directors was carried out by the entire Board and that ofthe Chairman and Non Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.

19. Number of meetings of the Board of Directors :

Seven meetings of the Board of Directors were held during the year

20. Committees of the Board :

During the year under in accordance with the Companies Act 2013 and Clause 49 of theListing Agreement the Board reconstituted some of its Committees. The Committees are asfollows:

* Audit Committee

* Stakeholders Relationship Committee

* Nomination and Remuneration Committee

* Risk Management Committee

Details of the said Committees alongwith their charters compositions and meetings heldduring the year are provided in the Report of Corporate Governance as a part of thisAnnual Report.

21. Board Evaluation

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review theBoard Evaluation framework. The Companies Act 2013 provides that a formal annualevaluation needs to be made by the Board of its own performance and that of its Committeesand individual directors. Schedule IV of the Companies Act 2013 states that theperformance evaluation of Independent Directors shall be done by the entire Board ofDirectors excluding the director being evaluated.

The board of directors has carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provisions of the Companies Act2013 and the corporate governance requirements as prescribed by Securities and ExchangeBoard of India ( SEBI ) under Clause 49 of the Listing Agreements ( Clause 49 ).

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe Committee members on the basis of the criteria such as the composition of committeeseffectiveness of Committee meetings etc.

The Board and the Nomination and Remuneration Committee ( NRC ) reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and Committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

In a separate meeting of Independent Directors performance of non-IndependentDirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

22. Policy On Directors Appointment And Remuneration

Your Company has a policy to have an appropriate mix of executive and independentdirectors to maintain the independence of the Board and separate its functions ofgovernance and management. As on March 31 2015 the Board consisted of 5 members and only1 (One) is an Executive Director 3 are Independent Directors including 1 Woman Directorand 1 (one) is a Non Executive Promoter Director.

The policy of the Company on directors appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under sub-section (3) of Section 178 of the Companies Act 2013 of theCompanies Act 2013 adopted by the Board is attached as Annexure 2 to the Board Report.Further the remuneration paid to the Directors is as per the terms laid out in thenomination and remuneration policy of the Company.

23. Risk management policy and Internal Control:

The Company has adopted a Risk Management Policy duly approved by the Board and alsohas in place a mechanism to identify access monitor and mitigate various risks to keybusiness objectives. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis.

24. Whistle Blower Policy and Vigil Mechanism

Your Company has established a Whistle Blower Policy and Vigil Mechanism for directorsand employees to report to the appropriate authorities concerns about the unethicalbehavior actual or suspected fraud or violation of the Company s code of conduct policyand provides safeguards against victimization of employees who avail the mechanism andalso provide for direct access to the Chairman of the Audit Committee. The said policy hasbeen uploaded on the website of the company. The same can be accessed at the linkhttp://www.bpcapital.in/investor.html

23. Particulars of loans guarantees or investments under Section 186

Particulars and details of loan given investments made or guarantees given andsecurities provided if any are given in the Notes to the Financial Statements.

25. Contracts and arrangements with related parties

During the year under review no contracts/arrangements/transactions has been enteredby the company with related parties.

However as a matter of Company s policy all contracts/arrangements/transactions ifany which will be entered by the company with related parties would be in the ordinarycourse of business and on an arm s length basis and details and prescribed particulars ofall such transactions (if any) will be contained in the Notes to the Financial Statements

26. Secretarial Audit Report

In terms of Section 204(1) of the Companies Act 2013 and the rules made thereunderM/s A. K. Friends & Co. was appointed as the Secretarial Auditor to undertake theSecretarial Audit of the Company for the F.Y. 2014-15. The report of the Secretarial Auditin Form No. MR -3 is annexed to and forms part of this Report as per Annexure - 3

There are no qualifications reservations adverse remarks or disclaimers given by theSecretarial Auditor in the Report.

27. Corporate Governance:

Your Company comply with the Securities and Exchange Board of India s guidelines onCorporate Governance in accordance with Clause 49 of the Listing Agreement with the StockExchanges. A separate report on Corporate Governance alongwith Auditors Certificate on thecompliance is attached with the Report.

28. Directors Responsibility Statement:

Pursuant to the provisions contained in Section 134(3)(c) & 134(5) of the CompaniesAct 2013 the Board to the best of its knowledge and belief confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31stMarch 2015 the applicable accounting standards read with requirements set out underschedule III to the Act have been followed and no material departures have been made fromthe same;

(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit or loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

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

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and operating efficiently;and

(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

29. Particulars Of Employees:

There are no employees employed throughout the financial year who were in receipt ofremuneration of Rs. 60 Lacs or more or employed for part of the year who were in receiptof remuneration of Rs. 5 lacs or more a month under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Remuneration) Rules 2014.

Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed herewith as Annexure 4.

30. Internal Auditors & Their Report

Pursuant to the provisions of Section 138 of the Companies Act 2013 and Rules madethereunder the Company had appointed M/s Sanghi & Co. as Internal Auditor for thefinancial year 2014-15.

Internal Financial Control And Their Adequacy

The Board has adopted policies and procedure for ensuring the orderly and efficientconduct of its business including adherence to the company s policies the safeguardingof its asset the prevention and detection of fraud and error the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosure.

The Company has an adequate internal controls system commensurate with its size and thenature of its business. All the transactions entered into by the Company are dulyauthorized and recorded correctly. All operating parameters are monitored and controlled.The top management and the Audit Committee of the Board of Directors review the adequacyand effectiveness of internal control systems from time to time.

31. Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 read with Rules thereunder.

Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules thereunder theCompany has not received any complaint of sexual harassment during the year under review.

32. RBI Guidelines

As a Non Deposit taking Non-Banking Finance Company your Company always aims tooperate in compliance with applicable RBI Laws and regulations and employs its bestefforts towards achieving the same.

33. Human Resources

Your Company treats its human resources as one of its most important assets. We focuson all aspects of the employee lifecycle. This provides holistic experience for theemployees as well. During their tenure at the Company employees are motivated throughvarious skill development programs. We create effective dialogue through our communicationchannels to ensure effective dialogue through our communication channels to ensure thatfeedback reach the relevant team including leadership.

Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.

34. Segment-wise performance

The Company is into single reportable segment only.

35. Acknowledgements

Your Directors are grateful to the Government of India the Reserve Bank of India theSecurities and Exchange Board of India the Stock Exchanges and other regulatoryauthorities for their valuable guidance and support and wish to express their sincereappreciation for their continues co-operation and assistance. We look forward for theircontinued support in future.

Your directors would like to express their sincere appreciation for the assistance andcooperation received from banks customers vendors Government members and employeesduring the year under review.

Finally the Directors thank you for your continued trust and support.

For and on Behalf of the Board
Sd/-
Date : 3rd September 2015 Peeyush Kumar Aggarwal
Place: New Delhi Chairman