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BPL Ltd.

BSE: 500074 Sector: Consumer
NSE: BPL ISIN Code: INE110A01019
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VOLUME 28811
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OPEN 67.60
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VOLUME 28811
52-Week high 89.40
52-Week low 53.00
P/E
Mkt Cap.(Rs cr) 329
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

BPL Ltd. (BPL) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Fifty Second Annual Report on thebusiness and operations of the Company together with the Audited Statement of Accountsfor the year ended March 31 2016. 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)
Year ended Year ended
Particulars (Standalone) (Consolidated)
31.03.2016 31.03.2015 31.03.2016
Net Sales and other income 56.82 30.55 56.82
Profit before Interest Depreciation and Tax 15.49 7.28 15.49
Less: Interest 0.76 0.05 0.76
Depreciation 0.49 1.66 0.49
Profit / (Loss) before Tax 14.23 5.56 14.23
Deferred Tax Asset / Tax provision (22.68) - (22.68)
Profit / (Loss) after Tax (including Profit/ (Loss) from discontinuing operations) (8.45) 7.79 (8.45)
Share of Profit / (Loss) of Associate (5.48)
Balance Reserve at the beginning of the period 29.16 21.37 29.16
Balance of Reserve at the end of the Period 20.71 29.16 15.23
EPS - Basic (1.73) 1.59 (2.85)
- Diluted (1.73) 1.59 (2.85)

CONSOLIDATED BALANCE SHEET

An analysis of Balance Sheet as at the year ended March 31 2016 and 2015 is asfollows:

(Rs. in crores)
Standalone Consolidated
Sl.No. Particulars 31.03.2016 31.03.2015 31.03.2016
A. EQUITY & LIABILITIES
1. Shareholder's Fund
Share Capital 218.47 218.47 218.47
Reserves & Surplus 20.71 29.16 8.50
Total Shareholder's Fund 239.18 247.63 226.97
2. Share Application Money pending allotment
3. Minority Interest
4. Non- Current Liabilities
Long Term Borrowings 6.52 0.00 6.52
Other Long Term Liabilities 0.00 1.90 0.00
Long Term Provisions 1.58 1.58 1.58
Total Non- Current Liabilities 8.10 3.48 8.10
5. Current liabilities
Trade Payables 10.98 9.83 10.98
Other Current Liabilities 42.64 4.69 42.64
Short Term Provisions 0.48 0.00 0.48
Total Current Liabilities 54.10 14.51 54.10
Total Equity & Liabilities 301.38 265.62 289.17
B. ASSETS
1. Non- Current Assets
Fixed Assets 11.61 11.87 11.61
Non-Current Investments 21.05 21.05 8.84
Deferred Tax assets (Net) 46.54 68.95 46.54
Long Term Loans & Advances 70.45 24.54 70.45
Other Non- Current Assets 2.02 1.79 2.02
Total Non- Current Assets 151.67 128.21 139.46
2. Current Assets
Current Investments
Inventories 4.74 2.13 4.74
Trade Receivables 115.96 115.60 115.96
Cash & Cash Equivalents 2.70 3.53 2.70
Short term Loans & Advances 25.74 15.90 25.74
Other Current Assets 0.57 0.26 0.57
Total Current Assets 149.71 137.41 149.71
Total Assets 301.38 265.62 289.17

OPERATIONS AND BUSINESS OVERVIEW

Your Company posted a total income of Rs.56.82 Crores for the year 2015-16 as comparedto Rs.30.55 Crores for the previous year. During the year the company launched a newrange of LED Colour Televisions and Washing Machines in partnership with Flipkart. Thecompany foresees an improvement in its operations during 2016-17 by launching new consumerdurables and home appliances with strong focus on consumer care. Focus on quality andcustomer service improved supply chain mechanism coupled with new product launches areexpected to give strong push to company's operations.

The gross profit earned for the year is Rs. 15.49 Crores. After providing Rs.0.49Crores and Rs. 0.76 Crores towards depreciation and finance charges respectively yourCompany has earned a profit (before provisions & taxation) of Rs. 14.23 Crores for theyear 2015-16.

Dividend

Your Directors regret their inability to recommend any dividend on preference andequity shares of the Company since your Company has accumulated losses on the BalanceSheet and need to fund the new businessinitiatives.

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 and digital retail in India

India is experiencing the digital revolution. Increasing use of Smart Phones andexpanding internet use have fuelled the digital media consumption which has in turn had aprofound impact onthe future of Indian retail. Winning in this new world of Indian retailrequires companies like BPL to re-think their marketing strategies and business models inorder to deliver a superior consumer experience.

By 2020 we expect the overall retail industry to be USD 1100-1200 Bn of whichorganized retail could be potentially USD 140-160 Bn and e-commerce USD 45-50 Bn orhigher. The impact of digital media would be profound: By 2020 350-400 Mn consumers areexpected to be digitally influenced in retail and these digital consumers alone wouldspend 250 Bn USD on retail (25% of total retail spend).

By 2020 50% of new internet users in India will come from rural communities and peoplein rural areas will account for about half the subcontinent's total population of internetusers.

The number of connected rural consumers to increase from about 120 Million in 2015 toalmost 315 million in 2020 a jump of almost 30% a year. Rural growth will significantlyoutpace growth in urban centers and by 2020 rural users will make up 48% of all connectedconsumers in India.

In 2016 the TV market in India is estimated to be 11.6 million units and e-commerce isexpected to be nearly 16% of this volume. Amongst the various e-commerce companiesFlipkart is expected to have a market share of over 55%.

For Flipkart BPL is a strategic brand as the brand has a consumer acceptance acrossvarious product categories which very few brands today enjoy. BPL is already a majorcontributor to Flipkart's business and in the television category it has already reached10% of their sales in just a year of business.

Amongst the new products introduced this year are a complete range of washing machinesfrom semi-automatic to fully automatic front load machines with digital controls. BPLplans to enhance its range of televisions to include the large screen and smart UltraHigh Definition models. The performance of BPL in the washing machines is very encouragingespecially in the front loading where the products have been widely accepted by thecustomers. The reviews and ratings given to the products are of the highest order and thisplays a significant part in the growth of BPL's business in e-commerce.

The target for this year is to achieve a turnover of Rs 75 Crores.

Risks and concerns

The e-commerce platforms offer very low entry barrier to many brands. The Chinese andother multi-national brands are able to make an easy entry in the Indian market with deeppockets for high marketing spends. The on-going price war amongst the various e-commercecompanies put a high pressure on BPL to offer products are highly competitive rates and atthe same time maintaining quality levels. Since most of the components are imported thereis a risk due to international price fluctuations for these components and adverse USDollar exchange rates.

Printed Circuits Board (PCB) Business

At present the PCB industry in India 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 LED/ ALMC) consumer electronics basictelecom equipments low-end power conversion and auto electronics industry. During theyear 2015-16 the segment wise contributions to the total PCB business is as under:

Segment %
TV 19
Lighting 50
Power Conversion 13
Automotive 10
Others 08
Total 100

Your company was able to cope with the competition & achieve a growth of 25% overthe previous year with EBIDTA of around 22%. Further PCB industry is witnessing sizeablegrowth in the led lighting/power conversion sector. During the current financial year themarket in these segments is expected to grow around 50%. Your company intends to reapbenefits from this growth and accordingly the turnover of PCB business may increase by32% during the current fiscal year.

Risks and Concerns

There is a threat from our Company's major competitors who in order to maintain theirmarket share have installed higher production capacity offer lower prices betterpayment terms and other incentives. Due to delay in upgrading our manufacturing facilitiesbecause of financial constraints our market share may be affected. The company is tryingto evolve strategies to maintain its market share and profitability through cost reductionand improvement of overall efficiency by installing a new auto line in two stages in thecurrent Fiscal Year.

Subsidiary/Joint Ventures/Associate Companies

Your company has one Associate Company viz. BPL Medical Technologies Private Limited(BMTPL) as on 31st March 2016. In accordance with Section 129 of the Companies Act 2013your company has prepared Consolidated Financial Statements of the Company which formspart of the Annual Report. Further the report on the performance and financial positionof the associate and salient features of the financial statements in the prescribed FormAOC-1 is annexed elsewhere in this report.

Your company has no subsidiaries or joint ventures during the period under review.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany will be available on Company's website www.bpl.in . These documents will also beavailable for inspection during business hours at the registered office of 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 thejob training 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 75 employees as on March 31 2016.

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 activity was carried out in view of the financialand other constraints faced by the Company. However the Company will be focusing on theseareas in the current financial year.

c) Foreign exchange earnings and Outgo:

During the period under review your Company utilized foreign exchange worth Rs. 13.29Crores 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 as stipulated in SEBI (Listing Obligations andDisclosure Requirements)Regulations 2015. A separate section on compliance with theconditions of Corporate Governance and a certificate from the Statutory Auditors of theCompany - M/s T Velupillai & Co Chartered Accountants in this regard forms part ofthe Annual Report.

Policy on Directors appointment and Remuneration policy

Policy on Directors appointment is to follow the criteria as laid down under theCompanies Act 2013 BPL Code of Conduct for Board of Directors and senior managementpersonnel and the Uniform 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 ofCompanies Act 2013 and Rules framed there in Circulars and Guidelines issued by theCentral Government and other authorities from time to time.

Board Performance Evaluation

The Company has during the year conducted an evaluation of the Board as a whole itscommittees and the Individual Directors including the independent directors as stipulatedin the Nomination and Remuneration policy adopted by the Company. The evaluation wascarried out through different evaluation forms which covered among others the evaluationof the composition of the Board / committee its effectiveness activities governance andwith respect to the chairman and the individual directors their participation integrityindependence knowledge impact and influence on the Board.

The Independent Directors of the Company also convened a separate meeting and evaluatedthe performance of the Board the non-independent directors and the Chairman.

Declaration of independence by the Independent Directors

Pursuant to Section 149(6) of the Companies Act 2013 and SEBI (LODR) Regulations2015 Mr. Suraj L Mehta and Capt. S Prabhala the Independent Directors of the companyhave made a declaration confirming the compliance of the conditions stipulated in theaforesaid 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

The Board of Directors at its meeting held on 12th February 2016 on the recommendationof Nomination and Remuneration Committee has approved the re-appointment of Mr. Ajit GNambiar as Chairman & Managing Director of the Company for a period of 3 years (witheffect from 1st April 2016) pursuant to provisions of Section 196 of the Companies Act2013 and the same is subject to the approval by the shareholders at the ensuing AnnualGeneral Meeting.

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mrs. Anju Chandrasekhar Director retires by rotation andbeing eligible offers herself for reappointment. Her re-appointment will be placed as oneof the items of agenda in the ensuing Annual General Meeting.

Number of meetings of Board of Directors

The Board of Directors have met five times and Independent Directors once during theFinancial Year 2015-16 and details of date of meetings are avilable elsewhere in thereport.

Details of Committee of Directors

Composition of Audit Committee Nomination & Remuneration Committee StakeholdersRelationship Committee and Corporate Social Responsibility Committee; number of meetingsof each committee during the financial year 2015 -16 and meetings attended by each memberof the committee as required under the Companies Act 2013 are provided in CorporateGovernance Report and forming part of the Annual report.

The recommendations of the Audit Committee and Nomination & Remuneration Committeeas and when made to the board have been accepted by it.

Key Managerial Personnel

Mr. Ajit G. Nambiar Chairman & Managing Director Mr. S.V. Ganesh Chief FinancialOfficer and Mr. D. Krishnan Company Secretary & Compliance Officer are the KeyManagerial personnel of the Company pursuant to Section 203 of the Companies Act 2013.

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 have been furnished byway of an addendum.

Share Capital

The paid up Equity Share Capital of the Company as on 31st March 2016 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 2016 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 2015-16. 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 2015-16.

Risk management

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks fied by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany. The Company's internal control systems are commensurate with the nature of itsbusiness and the size and complexity of its operations. Significant audit observations andfollow up actions thereon are reported to the Audit Committee.

Identified by the businesses and functions are systematically addressed throughmitigating actions on a continuing basis. These are discussed at the meetings of the AuditCommittee and the Board of Directors of the Company. The Company's internal controlsystems are commensurate with the nature of its business and the size and complexity ofits operations. Significant audit observations and follow up actions thereon are reportedto the Audit Committee.

Whistle Blower/Vigil Mechanism Policy

The Company has put in place a Whistle Blower/ Vigil Mechanism Policy to provide anopen and transparent working environment and to promote responsible and secure whistleblowing system for directors and employees of the company to raise any concern. The policybroadly cover instances of unethical behaviour actual or suspected fraud or violation ofthe company's code 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 Company has constituted Corporate Social Responsibility Committee which iscomprised of three members out of which one is an Independent Director. The Committee wasset up to formulate and monitor the CSR Policy. However the Company's average net profitfor last 3 years computed as per the provisions of Section 135(5) of Companies Act 2013being a negative amount The Company does not qualify for contribution towards CSRActivities.

Disclosure on CSR Activities as per Rule 9 of Companies (Corporate SocialResponsibility Policy) Rules 2014 are as tabled below.

1. A brief outline of the Company's CSR Policy including overview of projects or programs proposed to be undertaken The Company's CSR Policy intends to
i. Promote education including employment enhancing vocation skills especially among children and women.
ii. Eradicate hunger poverty and malnutrition
iii.Promote healthcare and sanitation.
2. The Composition of the CSR Committee Mrs. Anju Chandrasekhar- Chairperson
Capt.S.Prabhala- Member
Mr. Ajit G Nambiar- Member
3. Average net profit of the Company for last three financial years Rs.(49365475/-)
4. Prescribed CSR Expenditure Since the average net profit for last three years being negative the Company does not qualify for spending on the CSR activities.
5. Details of CSR spent during the year Not Applicable as per the explanations given in point No.4 above.
6. Reasons for not spending 2% of the average net profit of the last three financial years Due to non-availability of average net profit for the last three years the Company was not able to spend on any CSR activities.
7. A responsibility Statement of the CSR Committee that the implementation and monitoring of CSR policy is in compliance with CSR objectives and the policy of the company Not Applicable

Particulars of Employees

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 ratified 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.

continuance of appointment and payment of remuneration are to be confirmed and ratifiedin the ensuing Annual General Meeting. The Company has received a certificate from theAuditors to the effect that their re-appointment would be in accordance with theprovisions 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 2015-16 and the Secretarial Audit Report is annexedherewith and forming part of the report.

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 forming part of the report (Annexure-II).

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.

Extension of time for holding Annual General Meeting

The Registrar of Companies Kerala has granted extension of time to the company forholding the 52nd Annual General Meeting up to 31 December 2016.

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
26th October 2016 Chairman & Managing Director

Addendum to Board's Report

I) Explanations to the qualifications/adverse remarks of the Statutory Auditors on theStandalone Audited Financial Statements

a) Undisputed amounts payable in respect of Customs Duty amounting to Rs. 116.11 Lakhswas outstanding as at 31st March 2016 for a period of more than six months from thedates on which they became payable.

Arrangements are being made to settle the Custom Duty dues.

II) Explanations to the qualifications/adverse remarks of the Statutory Auditors on theConsolidated Audited Financial Statements

a. Non- recognition of value of employee stock option in the Consolidated Statement ofProfit and Loss of Associate Company- BPL Medical Technologies Private Limited (BMTPL).

The Associate Company had obtained one share valuation report during the year and sincethe share value as per the valuation report was lower than the option grant price need toaccount the cost of stock option does not arise. However the Associate Company has notedthat it may need to obtain valuation report for each grant of options in future.

b. The Associate Company- BMTPL does not have appropriate internal controls withrespect to vendor evaluation and inventory management

The Associate Company has agreements with OEMs who supply finished goods eitherdomestic or foreign. Also for procurement of laptops computer software etc competitivequotes are obtained. There are cases where the company may have only one supplier for someof the fixed assets procured since these are used for the calibration of specificequipment the company produces / markets.

In the case of raw materials documents for evaluation would not be feasible sincethere are many components which are of proprietary nature and the product functioningdepends on this component. Similarly the company has vendors who have been supplying thecomponents for the products over the last few decades and changing the source can affectthe functioning of the medical equipment they manufacture. The Company is in the processof implementing ERP which will address inventory and warranty related matters.

III) Explanations to the qualifications/adverse remarks of the Secretarial Auditor

a) Point No.(i) Filing of Form MGT 14 in respect of resolution passed by Directors andthe shareholders with more than 270 days of delay.

The Company is in the process of making application to Central Government for seekingcondonation of delay in filing the resolutions.

b) Point No.(ii) Filing of Annual Performance Report with RBI.

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

c) Point No.(iii) Grievance Redressal Committee at the PCB unit The Company has dulyconstituted a Grievance Redressal Committee at its PCB unit and the same is functional.

Form AOC-1

Statement containing salient features of the financial statement of associate companyPart "B": Associates and Joint Ventures Statement pursuant to Section 129 (3) ofthe Companies Act 2013 related to Associate Companies and Joint Ventures

Name of Associate BPL Medical Technologies Private Limited (BMTPL)
1. Latest audited Balance Sheet Date 31.03.2016
2. Shares of Associate held by the company on the year end
Nos. 21050000 equity shares of Rs.10/- each.
Amount of Investment in Associates Rs.210500000/-
Extend of Holding % 20.54
3. Description of how there is significant influence The company does not have any significant influence or control in the associate company.
4. Reason why the associate is not consolidated The company has consolidated its accounts with that of an associate company as per applicable statutes.
5. Net worth attributable to shareholding as per latest audited Balance Sheet Rs.397845788/-
6. Profit/(Loss) for the year Rs. (266660332)
i. Considered in Consolidation Rs. (54780342)
ii. Not Considered in Consolidation Rs.(211879990)

1. Names of associates or joint ventures which are yet to commence operations - NIL

2. Names of associates or joint ventures which have been liquidated or sold during theyear- NIL Note: This Form is to be certified in the same manner in which the Balance Sheetis to be certified.

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 Agreement for leasing factory premises situated at Palakkad Kerala.
c) Duration of the contracts/ arrangements/ transaction Factory Premises given on lease for a period of 11 months w.e.f 1st April 2016.
d) Salient terms of the contracts or arrangements or transaction including the value if any Monthly rent of Rs. 300000/- for the factory premises of 64571 sq ft at Palakkad.
e) Date of approval by the Board 12th February 2016
f) Amount paid as advances if any Rs. 30.00 Lacs being rental deposit for the above property.

Particulars of Employees / Analysis of Remuneration (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 36.03
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 taken forcalculation of ratio to median employees.

**KMP and Directors are excluded while calculating salary of median employee.

b. The percentage increase in remuneration of each director chief executiveofficer chief financial officer company secretary in the financial year:

Sl. No. Name of the Director/CFO/CS Designation % increase in remuneration in the FY 2015-16
1. Mr. Ajit Gopal Nambiar Chairman & Managing Director -
2. Mrs. Anju Chandrasekhar Non-Executive Director -
3. Mr. Suraj Lal Mehta Independent Director NA
4. Capt. S Prabhala Independent Director NA
5. Mr. S V Ganesh Chief Financial Officer 62.64%
6. Mr. D Krishnan Company Secretary -

c. The percentage increase in the median remuneration of employees in the financialyear: 11%

d. The number of permanent employees on the rolls of Company: *75 *(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 theremuneration with year to 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 16 (in Rs.) 12020220
Revenue ( in Rs.) 568141209
Remuneration of KMPs (as % of revenue) 2.12
Profit before Tax (PBT) ( in Rs.) 142323991
Remuneration of KMP (as % of PBT) 8.45

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 2016 March 31 2015 % Change
Market Capitalisation (Rupees in lakhs) 12710.05 15056.52 -15.58
Price Earning Ratio 15.028 19.371 -22.42

h. Percentage increase over 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 2016 May 23 1994 % Change
Market Price (BSE) Rs. 25.80 Rs.115 - 77.56
Market Price (NSE) Rs. 26.00 Rs.115 - 77.39

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 2015 (in Rs.) 8760000 2300220 960000
Revenue (in Rs.) 568141209
Remuneration as % of revenue 1.54 0.40 0.17
Profit Before Tax (PBT) (in Rs.) 142323991
Remuneration (as % of PBT) 6.15 1.62 0.67

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 2015-16

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