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BPL Ltd.

BSE: 500074 Sector: Consumer
NSE: BPL ISIN Code: INE110A01019
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OPEN 70.00
PREVIOUS CLOSE 70.95
VOLUME 128324
52-Week high 100.40
52-Week low 23.00
P/E 9.70
Mkt Cap.(Rs cr) 326.27
Buy Price 0.00
Buy Qty 0.00
Sell Price 66.75
Sell Qty 3105.00
OPEN 70.00
CLOSE 70.95
VOLUME 128324
52-Week high 100.40
52-Week low 23.00
P/E 9.70
Mkt Cap.(Rs cr) 326.27
Buy Price 0.00
Buy Qty 0.00
Sell Price 66.75
Sell Qty 3105.00

BPL Ltd. (BPL) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the Fifty First Annual Report on thebusiness and operations of the Company together with the Audited Statement of Accountsfor the year ended March 31 2015. The Management Discussion and Analysis have also beenincorporated into this report.

FINANCIAL HIGHLIGHTS

The Company's financial performance for the year under review along with the previousyear's figures is given hereunder:

(Rs. in crores)

Particulars Year ended
31.03.2015 31.03.2014
Net Sales and other income 30.55 59.69
Profit before Interest Depreciation and Tax 7.27 5.53
Less: Interest 0.05 0.14
Depreciation 1.66 1.09
Extra-ordinary Income (net) - -
Profit /(Loss) before Tax 5.56 4.30
Deferred Tax Asset - (131.61)
Profit /(Loss) after Tax (including Profit from Discontinuing operations) 7.79 (127.31)
Balance Reserve at the beginning of the period 21.37 148.68
Balance of Reserve at the end of the period 29.16 21.37

OPERATIONS AND BUSINESS OVERVIEW

Despite weak consumer demand and a sluggish economy your Company ended with a totalincome of Rs.30.55 Crores for the year 2014-15 compared to Rs.59.69 Crores for theprevious year. The reduction in income is also due to hiving off Health care Business toBPL Medical Technologies Private Limited during August 2013. The increased focus on costreduction measures at its Printed Circuit Board (PCB) manufacturing unit and otheroffices with a special emphasis on reducing input costs overall expenses and reductionin interest cost helped the company to improve its financial performance in spite ofdecrease in total income of the company when compared to previous year.

The gross profit earned for the year is Rs. 7.27 Crores. After providing Rs. 1.66Crores and Rs. 0.05 Crores towards depreciation and finance charges respectively yourCompany has earned a profit (before provisions & taxation) of Rs. 5.56 Crores for theyear 2014-15. The operations of the Company continued to be affected due to workingcapital constraints and lack of bank funding.

Dividend

Your Directors regret their inability to recommend any dividend on equity shares of theCompany since your Company has accumulated losses on the Balance Sheet and need to fundthe new business initiatives.

However your Board has recommended payment of dividend on Preference Shares at Rs.0.001 per share of face value of Rs. 100/-each for the year under review amounting to atotal sum of Rs. 16959/- as per the terms of the issue covered by the approved Scheme ofArrangement subject to the approval of the members at the ensuing Annual General Meeting.

Since there was no unpaid/unclaimed Dividend declared and paid last year theprovisions of Section 125 of the Companies Act 2013 do not apply.

E-commerce Business in India

India is at an inflection point of commerce moving online at a rapid pace as digitaltransformation commences. This should see the country emerge as the second largest digitalmarket in the world by 2020 based on connected smart phones. India will leapfrogtraditional tech themes and embrace new disruptive technologies with greater easefacilitated by a currently underdeveloped landscape.

Over the next 15 years it is estimated that India will have more than one billiondigital users. This would be a unique global phenomenon witnessing arguably the largestshift online in a country's population.

The Indian e-commerce market is expected to grow 1.5 to 2.5% of GDP or US$300bn by2030 driven by hyper growth in affordable smart phones infrastructure and ease of onlinetransanctions.. Further India's attractive demographics the youngest population in theworld should lead to 300mn+ new online shoppers in the next 15 years making e-tailing thelargest online segment.

India is fast in becoming one of the most important markets for global internet andtelecom giants as they look beyond China for opportunities. US giants are targeting adrevenues (such as Google Facebook) and the e-tailing pie (Amazon); Asian majors such asSamsung Xiaomi are eyeing significant smart phone shipments while Alibaba /Softbank lookfor strategic stakes in the India internet opportunity helped by low entry barrierscompared with some of the other markets.

Some unique facts about India are enumerated below:

India has one of the youngest populations in the world with 68% below 35 years andmedian age of 27 years vs. 37/38 for China/US

India has a very diverse population speaking 22 different languages and thesecond-largest English speaking population in the world at around 125mn

Only 30% of the population have bank accounts and only 3% file their income tax returns

Just 9% is covered by digital fiber and only 20mn people own a credit card. All thisalong with suboptimal infrastructure are key triggers for the online economy to develop

Exclusive partnership with Flipkart

Flipkart started operations in October 2007 selling books via internet. It is nowIndia's leading e-commerce marketplace with over 20 million products across 70+ categoriesincluding electronics apparels baby care products home & kitchen appliances books& media fitness equipment auto accessories etc. Flipkart has about 60millionregistered users and gets nearly 8 million visits daily. It has 13 warehouses and over25000 employees.

Your company entered into an exclusive agreement with Flipkart India Pvt Ltd(Flipkart) a leading e-commerce company for sale of consumer durables and appliancesunder the "BPL" brand . This initiative of your company was launched on 15thJuly 2015 initially with LED Colour Televisions Washing Machines and Refrigerators witha new positioning for the brand "Experience it." Your company has also launchedthese products through print media and online advertisements. Members may visit thecompany's website www.bpl.in for further information and updates on the same. Yourcompany's objective is to supply products of great quality at a fair price supported byexcellent service.

The product range would gradually cover other home appliances products like AirConditioners Microwave Ovens and LED/Solar Lamps. Presently the Flipkart businesscovers 140 towns across India including the four large metros -Delhi Mumbai Kolkata andChennai. Your company has formed a dedicated team of senior executives to oversee theentire activities of the e-commerce initiative.

In order to provide timely and efficient after sales service your company has enteredinto an arrangement with Jeeves Customer Care Pvt Ltd who are specialist in undertakingcustomer care services of consumer electronic products. They have been in this businessfor the last decade or so.

Your directors are pleased to report that the products launched under the BPL brandwere well received with an overwhelming response in the market. Your company is pleased tointroduce the brand to the new consumers and bring back the same to our loyal customerswho have always enjoyed an unparalleled experience. BPL has been loved and endorsed formany years and now the company's aim is to give new experiences through products designtechnology and style once again that resonate with the new generation.

During the current financial year your Company expects to achieve a turn over ofapproximately Rs.50 crores as a result of this new initiative.

Risks and Concerns

While the revival of BPL consumer electronics business through e-tailing seemspromising some risks are inherent: working capital constraint exchange ratefluctuations infrastructure limitations affecting the supply chain uncertainty aboutbroadband and 4G rollout etc.

Printed Circuits Board (PCB) Business

The PCB industry in India at present consists of single sided double sided &multi layer PCBs. BPL is engaged in manufacturing of single sided PCBs. The major marketfor this comes from the Lighting segment (both in CFL & LED) consumer electronicsbasic telecom equipments low-end power conversion and auto electronics industry. Duringthe year 2014-15 the segment wise contributions to the total BPL PCB business is asunder:

Segment %
TV 16
Lighting 49
Power Conversion 11
Automotive 13
Others 11
Total 100

Your Company was able to cope with the competition & achieve a growth of 22% overthe previous year with EBIDTA of around 20%. Further PCB industry is witnessing sizeablegrowth in the unorganized sector especially in consumer electronics segment like ColorTelevisions with Cathode Ray Tube (CRT) . The market in this segment is expected to growaround 20% this year. Your company intends to reap benefits from this growth andaccordingly the turnover of PCB business may increase by 18% during the current fiscalyear.

Risks and Concerns

The Company's major competitors in this segment are depending on CRT TV business to theextent of 60% of their total business turn over and there is a threat from them inoffering lower prices better payment terms and other incentives to get business breakthrough. Due to delay in upgrading our manufacturing facilities because of financialconstraint the Company's market share may be affected. The Company is trying to evolvestrategies to maintain its market share and profitability through cost reduction andimprovement of overall efficiency.

Details of Subsidiary/Joint Ventures/Associate Companies

The Company had two subsidiaries viz. Bharat Energy Ventures Limited and BPL PowerProjects (AP) Private Limited (an indirect subsidiary). Consequent to disinvestment in theequity capital of Bharat Energy Ventures Limited during September 2014 these companiesceased to be subsidiaries with effect from 1st October 2014.

BPL Medical Technologies Private Limited is an associate company since your company'sinvestment is more than 20% in the equity capital of BPL Medical Technologies PrivateLimited.

Since the company has no subsidiaries and as the company does not have any significantinfluence or control in the associate company the disclosures and consolidation ofaccounts as required under AS-23 are not applicable to the company.

Significant and material orders

There are no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and company's operations in the future.

Safety Health and Environment

Safety committees at the manufacturing unit are functioning properly to ensure safe andhealthy work environment.

Safety Health and Environmental requirements as per rules have been adhered to at theunit. Shop in-charge personnel and all security staff have been given sufficient on jobtraining in the use of safety equipments. Necessary consent(s) have been obtained frompollution control Board with respect to Water and Air. Fire Fighting equipments and waterhydrant system are installed inside the factory for safety of all personnel and to meetany eventuality. The Company had 69 employees as on March 31 2015.

Conservation of energy technology absorption and foreign exchange earnings and outgo

a) Conservation of energy:

Though not a large-scale user of energy your Company continues to explore severalmeasures to conserve scarce resources and protect the environment.

These include Water Recycling Waste Recycling Solder Fumes Control and Power FactorImprovement. During the year under review in view of working capital constraints yourcompany has not made any capital investment on energy conservation equipments. b)Technology absorption:

Continuous efforts have been made for developing new technologies and to innovateproducts to keep your Company tuned to the market needs.

During the year no major R & D was carried out in view of the financial and otherconstraints faced by the Company. However the Company will be focusing on these areas inthe current financial year. c) Foreign exchange earnings and Outgo:

During the period under review your Company utilized foreign exchange worth Rs. 10.40Crores and foreign exchange earning was Nil.

Corporate Governance

Your company reaffirms its commitment to corporate Governance and is fully compliantwith the conditions of Corporate Governance stipulated in Clause 49 of the ListingAgreement with Stock Exchanges. A separate section on compliance with the conditions ofCorporate Governance and certificate from the Statutory Auditors of the Company - M/s TVelupillai & Co Chartered Accountants in this regard forms part of the AnnualReport.

Policy on Directors appointment and Remuneration policy

Policy on Directors appointment is to follow the criteria as laid down under theCompanies Act 2013 and the listing agreement with stock exchanges and good corporatepractices. Emphasis is given to persons from diverse field or professions.

Guiding policy on remuneration of Directors Key Managerial Personnel and Employees ofthe company is that:

Remuneration to Key Managerial Personnel Senior Executives Managers Staff andworkmen is industry-driven and takes into account their performance and factors such as toattract and retain quality talent.

For Directors it is based on the shareholders resolutions provisions of CompaniesAct 2013 and Rules framed there in Circulars and Guidelines issued by the CentralGovernment and other authorities from time to time.

Annual Evaluation by the Board of its own performance its committees and individualDirectors

The Board of Directors of the company has initiated and put in place evaluation of itsown performance its committees and individual Directors. The result of the evaluation issatisfactory and adequate for the requirements of the company.

Declaration of independence by the Independent Directors

Pursuant to Section 149(6) of the Companies Act 2013 Mr. Suraj L Mehta and Capt. SPrabhala the Independent Directors of the company have made a declaration confirming thecompliance of the conditions stipulated in the aforesaid section.

Directors' Responsibility Statement

Pursuant to the requirements of Section 134 (1) (c) of the Companies Act 2013 and onthe basis of explanations and compliance certificates given by the executives of thecompany and subject to disclosures in the annual accounts and also on the basis ofdiscussions with the statutory auditors of the company from time to time we state asunder :

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

b) that the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

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

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

e) that the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and

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

Directors

Mr. K Jayabharath Reddy and Mr.K S Prasad independent directors of the companyresigned as Directors of the company during August 2014.

Mrs. Anju Chandrasekhar Director retires by rotation at the ensuing Annual GeneralMeeting and is eligible for re-appointment.

Number of meetings of Board of Directors

The Board of Directors have met seven times and independent directors once during theFinancial Year 2014-15.

Details of Committee of Directors

Composition of Audit Committee Nomination & Remuneration Committee andStakeholders Relationship Committee number of meetings of each committee during thefinancial year 2014 -15 and meetings attended by each member of the committee as requiredunder the Companies Act 2013 are provided in the Corporate Governance Report and formingpart of the Annual report.

The recommendations of the Audit Committee as and when made to the board have beenaccepted by it.

Key Managerial Personnel

Mr.Ajit G Nambiar Chairman & Managing Director and Mr.D Krishnan CompanySecretary and Compliance Officer are the Key Managerial personnel who were appointed priorto the notification of Section 203 of the Companies Act 2013.

Mr. S.V. Ganesh has been designated as the Chief Financial Officer of the company witheffect from 29th September 2014 and is also a Key Managerial personnel.

Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in Sub-section (1) of Section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto are disclosed inForm No. AOC - 2.

Particulars of Loans Guarantees or Investments

The details of loans guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.

Deposits

The Company has not accepted any deposits from the public and hence the provisions ofthe Companies Act 2013 and Rules framed there under are not applicable to the company.

Auditors Report

The explanations or comments of the Board on every qualification reservation oradverse remark or disclaimer made by the auditor in their report has been furnished by wayof an addendum.

Share Capital

The paid up Equity Share Capital of the Company as on 31st March 2015 stood atRs.48.88 Crores comprising 48884818 Equity Shares of Rs 10/- each fully paid up. Thepaid up Preference Share Capital of the Company as on 31st March 2015 was Rs.169.59Crores consisting of 16958682 Redeemable Preference Shares of Rs.100/- each.

The Company has not issued any Sweat Equity Shares or granted any Employee Stock Optionduring the Financial Year 2014-15. The Company has not made any provision of money for thepurchase of or subscription for shares in the Company under any Scheme.

The provisions of Rule 4 (4) of Companies (Share Capital and Debentures) Rules 2014are not applicable to the company since no equity shares have been issued by the Companywith differential rights during the Financial Year 2014-15.

Risk management

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis.

These are discussed at the meetings of the Audit Committee and the Board of Directorsof the Company. The Company's internal control systems are commensurate with the nature ofits business and the size and complexity of its operations. Significant audit observationsand follow up actions thereon are reported to the Audit Committee.

Whistle Blower Policy

The Company has put in place a Whistle Blower Policy to provide an open and transparentworking environment and to promote responsible and secure whistle blowing system fordirectors and employees of the company to raise any concern. The policy broadly coverinstances of unethical behaviour actual or suspected fraud or violation of the company'scode of conduct alteration of documents fraudulent financial reportingmisappropriation/ misuse of company's assets manipulation of company's data pilferage ofproprietary information abuse of authority etc. The policy provides safeguard againstvictimization of Director(s)/employee(s) who raise the concern and have access to theChairman of Audit Committee who is entrusted to oversee the whistle blower mechanism. Thepolicy is available on the website of the company.

MANAGEMENT DISCUSSION & ANALYSIS

Your Directors have covered the Management Discussion & Analysis as required underthe Corporate Governance requirements as a part of the Board's Report in appropriateplaces to avoid duplication and overlapping of the contents of the said two reports.

Internal Control and their adequacy

Your Company has adequate internal financial control systems and checks which ensurethat all assets are safeguarded and that all transactions are recorded and reportedproperly.

The Internal financial control systems are supplemented by extensive programme ofinternal audit conducted by external qualified Chartered Accountants. The Company has alsoput in place effective Budgetary Systems.

Corporate Social Responsibility (CSR)

The provisions of Section 135 of the Companies Act 2013 read with Companies (CorporateSocial Responsibility Policy) Rules 2014 are not applicable to the company as its networth or turnover or net profit are below the prescribed limits.

Analysis of Remuneration

Pursuant to Rule 5 of the Companies (Appointment and Remuneration) Rules 2014 adisclosure on remuneration related information of employees Key Managerial Personnel andDirectors is annexed herewith and forms part of the report (Annexure-I).

Statutory Auditors

M/s T Velu Pillai & Co. Chartered Accountants Bangalore were appointed asStatutory Auditors for a period of three years at the Annual General Meeting held on 29thSeptember 2014. Their continuance of appointment and payment of remuneration are to beconfirmed and approved in the ensuing Annual General Meeting. The Company has received acertificate from the Auditors to the effect that their re-appointment would be inaccordance with the provisions of Section 141 of the Companies Act 2013.

Cost Auditors

The company's business during the year under review was not covered under the CostAudit Rules nor had the Government notified the company to appoint a cost auditor for thesaid period.

Secretarial Audit Report

Pursuant to the provisions of Section 204 read with Section 134(3) of the CompaniesAct 2013 your company has appointed Mr. Madhwesh Acharya a Practicing Company Secretaryas Secretarial Auditor of the Company for the Financial Year 2014-15 and the SecretarialAudit Report is annexed herewith and forms part of the report.

Particulars of Employees

Pursuant to provisions of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the names and other particulars of employees are set out inseparate statement is annexed herewith and forms part of the report (Annexure-II).

Extract of the Annual Return

Pursuant to Section 134 (3) (a) of the companies Act 2013 read with Rule 12(1) of thecompanies (Management and Administration) Rules 2014 the extract of the Annual Return isannexed herewith and forms part of the report (Annexure-III).

Sexual Harassment

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013 aiming at prevention of harassment of employees and lays down theguidelines for identification reporting and prevention of sexual harassment. A Committeehas been set up to redress complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this Policy.

During the year under review there were no complaints pertaining to sexual harassment.

Acknowledgements

The Board wishes to record its appreciation of the continued support and hard work ofthe employees at all levels. The Board also acknowledges continued co-operation receivedfrom Dealers Suppliers Customers Banks Government Departments Financial Institutionsand Shareholders.

For and on behalf of the Board of Directors
Bangalore Ajit G Nambiar
14 th August 2015 Chairman & Managing Director

ADDENDUM TO BOARD'S REPORT

I) Explanations to the qualifications/adverse remarks of the Statutory Auditors

Qualifications:

a) There have been instances of delay in remittance of undisputed statutory duesincluding Income Tax deducted at source Provident Fund Employees State Insurance SalesTax and Service Tax with the appropriate authorities during this year.

Explanation: Due to Cash flow constraints there have been some delays; however allhave since been cleared.

b) Undisputed amounts payable in respect of Customs Duty amounting to Rs. 116.11 Lakhswas outstanding as at 31st March 2015 for a period of more than six months from thedates on which they became payable.

Explanation: Arrangements are being made to settle the Custom Duty dues.

II) Explanations to the observations made in the Secretarial Audit Report

a) Point no. i and iv - Availability of E-mail and postal acknowledgment for bulkmailing notices of AGM and Postal Ballot

Karvy Computershare Pvt Ltd have confirmed the posting of the postal Ballot AGMNotices and Annual reports both in physical and electronic mode within due date. Howeverthey have not been able to locate the post office confirmation nor retrieve the electronicacknowledgement of the same.

b) Point no. ii iii and vii - Terms of reference of Audit Committee Adoption of VigilMechanism and Remuneration Policies.

The existing terms of reference of Audit Committee Vigil Mechanism and RemunerationPolicies are as per the requirements of the Listing Agreement with Stock exchanges. Thesame will be amended to make it in line with the Companies Act 2013.

c) Point no. v - Uploading of information on Company's website.

The Company is regular in up-loading requisite informaiton on its website. Currentlythe website is under reconstruction and remodeling hence certain sections aretemporarily inaccessible. However requisite information will be posted upon itsrestoration.

d) Point no. vi - Separate Bank Account for payment of dividend on Preference shares.

The delay in obtaining cheque book of the dividend account maintained with FederalBank compelled the company to use the regular account for payment of dividend. Howeverthere is no unpaid dividend on Preference shares.

e) Point no. viii - Filing of annual performance report with RBI.

The Company’s overseas joint venture has been inoperative for a long period. TheCompany is in the process of obtaining requisite financial data/information for filing thesaid returns with the regulatory body.

f) Point no. ix - Grievance Redressal Committee at the PCB Unit.

The Company has duly constituted a Grievance Redressal Committee at its PCB unit andthe same is functional.

Form No. MR-3

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31.03.2015

To

The Members

BPL Limited

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by BPL Limited (hereinaftercalled the company). Secretarial Audit was conducted in a manner that provided me areasonable basis for evaluating the corporate conducts/statutory compliances andexpressing my opinion thereon.

Based on my verification of the company's books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my/our opinion the company hasduring the audit period covering the financial year ended on 31.03.2015 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance-mechanism in place to the extent in the manner and subject to thereporting made hereinafter:

I/we have examined the books papers minute books forms and returns filed and otherrecords maintained by the company for the financial year ended on 31.03.2015 according tothe provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Overseas Direct Investment;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(e) The Securities and Exchange Board of India (Registrars to anIssue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(vi) Other Labour Industrial and Envirnomental laws as applicable to the company

I/we have also examined compliance with the applicable clauses of the following:

(i) The Listing Agreements entered into by the Company with Bombay Stock Exchange andNational Stock Exchange if applicable;

During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines Standards etc. mentioned above subject to thefollowing observations:

(i) The post office confirmation having dispatched postal ballot notices and annualgeneral meeting notices were not made available. Accordingly we are unable to comment oncompliance of Section 101 of Companies Act 2013.

(ii) The existing terms of reference of Audit Committee does not include all the termsof reference specified in Section 177(4) of Companies Act 2013.

(iii) The Company has not adopted Vigil Mechanism as required under Section 177(9) ofCompanies Act 2013 read with Rule 7 of Companies (Meetings of Board and its Powers)Rules 2014.

(iv) General meeting notices were sent both in physical and electronic form. Since theelectronic mail (either bulk or individual) sent to shareholders for Postal Ballot andAnnual General Meeting were not made available we are unable comment on compliance withRule 18 of Companies (Management and Administration) Rules 2014 regarding specificdisclosure in the notice as per the said Rule.

(v) Investor section in company's website is not upto date. Hence we are unable tocomment on compliance of Section 136(1) 3rd proviso regarding display of financials onwebsite Section 230(3) proviso regarding display of notice of shareholders meeting andrelated documents and Clause 54 of Listing Agreement regarding display of shareholdingpattern of the company.

(vi) The Company has declared and paid dividend to preference shareholders. Howeverthe dividend amount was not paid out of a separate bank account as required under Section123(4) of Companies Act 2013.

(vii) The Company has not adopted remuneration policy as required under Section 178(3)of Companies Act 2013.

(viii) The Company has not filed Annual Performance Report as required under Regulation15 of Foreign Exchange Management (Transfer or Issue of Any Foreign Security) Regulations.

(ix) Constitution of Greivance Redressal Committee under Section 9C of IndustrialDisputes Act 1947 is applicable to the company.

Since there was no records made available regarding constitution/conduct of thecommittee we are unable to comment on compliances relating to the same.

Sd/-

13th August 2015

Bangalore.

Name of Company Secretary in practice :

Madhwesh K

ACS/FCS No.: 21477

C P No.: 10897

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm's lengthbasis:

There were no contracts or arrangements or transactions with any of the related partieswhich were not at Arm's length basis.

2. Details of contracts or arrangements or transactions at Arm's length basis.

Sl.No. Particulars Details
a) Name (s) of the related party & nature of relationship BPL Medical Technologies Private Limited - Three common directors
b) Nature of contracts/arrangements/transaction Rental Agreements for office premises at New Delhi and Mumbai.
c) Duration of the contracts/ arrangements/ transaction Office Premises given on lease for a period of 11 months.
d) Salient terms of the contracts or arrangements or transaction including the value if any Monthly rent of Rs. 30000/- for the office premises of 1066 sq ft at New Delhi.
Monthly rent of Rs. 216000/- for the office premises of 1200 sq ft at Mumbai.
Amounts paid during 2014-15: Rs. 18.71 Lacs.
The lease period of both the premises expired and not renewed.
e) Date of approval by the Board 30th May 2014
f) Amount paid as advances if any Rs. 3.00 Lacs being rental deposit for Delhi.
Rs. 21.16 Lacs being rental deposit for Mumbai.

 

For & on behalf of the Board of Directors
Ajit G Nambiar
Date: 14th August 2015 Chairman & Managing Director
Place: Bangalore DIN: 00228857

Particulars of Employees (Annexure - I)

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Sl. No. Executive Director Ratio to median Employee
1. Mr. Ajit Gopal Nambiar 37.71**
Sl. No. Non-Executive Director Ratio to median Employee
1. Mrs. Anju Chandrasekhar *N.A.
2. Mr. Suraj Lal Mehta *N.A.
3. Capt. S. Prabhala *N.A.

*Non-Executive Directors are in receipt of only sitting fees which is not consideredfor calculation of ratio to median employees. **KMP and Directors are excluded whilecalculating salary of median employee.

b. The percentage increase in remuneration of each Managing Director Director ChiefFinancial Officer and Company Secretary in the financial year:

Sl. No. Name of the Director/CFO/CS Designation % increase in remuneration in the F.Y. 2014-15
1. Mr. Ajit Gopal Nambiar Chairman & Managing Director --
2. Mrs. Anju Chandrasekhar Non-Executive Director NA
3. Mr. Suraj Lal Mehta Independent Director NA
4. Capt. S Prabhala Independent Director NA
5. Mr. S V Ganesh Chief Financial Officer 27.33%
6. Mr. D Krishnan Company Secretary -

c. The percentage increase in the median remuneration of employees in the financialyear: Nil

d. The number of permanent employees on the rolls of Company: *69 *(includingExecutive Director)

e. The explanation on the relationship between average increase in remuneration andCompany performance:

There is no direct relation between the average increase in the remuneration with yearto year financial performance of the Company

f. Comparison of the remuneration of the key managerial personnel against theperformance of the Company:

Aggregate remuneration of KMP in FY 2014-15 (in Rs.) 10423675
Revenue (in Rs.) 77944340
Remuneration of KMPs (as % of revenue) 13.37
Profit before Tax (PBT) (in Rs.) 55609916
Remuneration of KMP (as % of PBT) 18.74

g. Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year:

Particulars March 31 2015 March 31 2014 % Change
Market Capitalisation
(Rupees in lakhs) 15056.52 6785.21 121.90
Price Earning Ratio 19.371 -0.533 3734.33

h. Percentage of increase or decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with last public offer:

Particulars March 31 2015 May 23 1994 % Change
Market Price (BSE) Rs. 30.90 Rs.115 - 73.13
Market Price (NSE) Rs. 30.80 Rs.115 - 73.21

i. Comparison of each remuneration of the key managerial personnel against theperformance of the Company:

Mr. Ajit G Nambiar Chairman and Managing Director Mr. S V Ganesh Chief Financial Officer Mr. D Krishnan Company Secretary
Remuneration in FY 2014-15 (in Rs.) 8256000 1207675 960000
Revenue (in Rs.) 77944340
Remuneration as % of revenue 10.59 1.55 1.23
Profit Before Tax (PBT) (in Rs.) 55609916
Remuneration (as % of PBT) 14.84 2.17 1.72

j. There is no variable component of remuneration to the Directors

k. No employee had received remuneration in excess of highest paid Director of theCompany during the Financial Year 2014-15.

l. The Company affirms that the remuneration is as per the remuneration policy ofthe Company.

ANNEXURE TO THE BOARD'S REPORT (ANNEXURE - II)

Statement containing information as per Section 197 (12) read with Rule 5(2) & (3)of the companies [ Appointment and Remuneration of Managerial Personnel) Rules 2014 forthe year ended 31st March 2015

Sl.
No. Name Designation Qualification Gross Remuneration (Rs.) Age (in yrs) Experience (in yrs) Date of commencement of Employment Previous Employment/Position held
1. Mr. Ajit G Nambiar Chairman & Managing Director BS in Computer Engg. Technology Boston University USA 8256000 52 30 02.12.1993 Managing Director- Electronic Research Pvt. Ltd

Notes : 1. The appointment is contractual in nature and other terms &conditions are as per Company's Rules.

2. Gross Remuneration includes Salary Bonus Medical Expenses Company's Contributionto Provident and Gratuity Fund and monetary value of perquisites as per Income Tax Rules.

3. None of the employees is related to any Director of the Company except Mr.Ajit GNambiar Chairman & Managing Director who is related to Mrs. Anju ChandrasekharDirector and hold more than two percent of the equity shares of the Company.

For and on behalf of the Board of Directors
Bangalore Ajit G Nambiar
14th August 2015 Chairman & Managing Director

FORM NO. MGT 9

(Annexure - III)

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management & Administration) Rules 2014.

I. REGISTRATION & OTHER DETAILS:

1. CIN L28997KL1963PLC002015
2. Registration Date 16/04/1963
3. Name of the Company BPL Limited
4. Category/Sub-category of the Company Company Limited by Shares
5. Address of the Registered office & contact details BPL Works Palakkad Kerala India- 678007. Ph: 91-80-25589109 email : investor@bpl.in
6. Whether listed company Yes
7. Name Address & contact details of the Registrar & Transfer Agent if any. Karvy Computershare Private Limited; Karvy Selenium Tower B Plot 31-32 Gachibowli Financial District Nanakramguda Hyderabad- 500 032Tel: +914067161700 Fax: +914023114087

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated)

Sl. No. Name and Description of main products/services NIC Code of the Product/service % to total turnover of the company
1 Printed Circuit Board 26104 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES :

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated :

NOT APPLICABLE

V) INDEBTEDNESS -

Indebtedness of the Company including interest outstanding/accrued but not due forpayment.

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year - - - -
i) Principal Amount - - - -
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) NIL NIL NIL NIL
Change in Indebtedness during the financial year - - - -
* Addition - - -
* Reduction - - - -
Net Change NIL NIL NIL NIL
Indebtedness at the end of the financial year - - - -
i) Principal Amount - - - -
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) NIL NIL NIL NIL

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