B P Capital Ltd

B P Capital Ltd

B P Capital Ltd. is a limited company incorporated on 24 February 1994. The Company was registered as NBFC Company with RBI but was not carrying any major activity for long and hence the shareholders of the company were hardly entitled for any return on their investment. The RBI vide its order dated 6th October 2016 cancelled the NBFC License of BPCL and hence the management of the two companies decided to implement the plan of merger OF the two companies and transfer the Footwear business of DFUPL to BPCL as a going concern along with its brand and goodwill.On May 26 2015 the sole promoter of the Company Peeyush Kumar Aggarwal entered into a Share Purchase Agreement (SPA) with M/s Symbolic Inframart Pvt Ltd a company incorporated under the Companies Act 1956 for sale of his entire shareholding constituting 424400 equity shares of face value of Rs. 10/- each representing 14.09% of paid up share capital of the Company at a price of Rs. 10/- per share along with the complete change in control to M/s Symbolic Inframart Pvt Ltd. Pursuant to above SPA the Acquirer is in the process of coming out with an Open Offer to the shareholders of the Company. During the year 2016 B. P. Capital Limited started with the procedure of Merger with Diamond Footcare Udyog Private Limited and applied to Bombay Stock Exchange (BSE) for obtaining its in principal approval for the same.During the year 2018 the Company i.e. B. P. Capital Limited had received In Principle Approval from BSE for its proposed Merger with Diamond Footcare Udyog Private Limited. Pursuant to In-Principle Approval received from BSE for proposed scheme of merger of B. P. Capital Limited with Diamond Footcare Udyog Private Limited the Company had filed a petition of merger on 24th May 2018 with Hon'ble National Company Law Tribunal (NCLT) Chandigarh Bench vide application no. CA (CAA) NO.20/Chd/Hry/2018 and Diary No. 1770. The Hon'ble NCLT has reserved its order and the company will get a copy of order in the next hearing that is schedule to be held on 04 September 2018. The Court convened meeting of shareholders of the company for approving scheme of the aforesaid Merger will thereafter be called upon at such date as the Hon'ble NCLT may direct.During the year 2018 the registered office of the company was shifted from state of Delhi to state of Haryana by obtaining necessary approval of Central Government and shareholders through special resolution passed by way of postal ballot and evoting process. The Board of Directors of the Company at its meeting held on January 17 2017 had proposed to shift the Registered Office of the Company from the National Capital Territory (NCT) of Delhi to the State of Haryana due to the following reasons: - i. to carry on business of the Company more economically efficiently and with better operational convenience. ii. Further Haryana is a Hub of Various Big Corporate Houses which in turn will help the company to expand its business.During the year 2018 the company surrendered its Certificate of Registration with Reserve Bank of India (RBI) to discontinue its activities as Non Banking Finance Company and got the approval for the same vide RBI's order dated 06th October 2016. On May 26 2015 the sole promoter of the Company Mr. Peeyush Kumar Aggarwal has entered into a Share Purchase Agreement (SPA) with M/s Symbolic Inframart Pvt Ltd a company incorporated under the Companies Act 1956 for sale of his entire shareholding constituting 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 along with the complete change in control to M/s Symbolic Inframart Pvt Ltd. Pursuant to the above SPA the Acquirer came out with an Open Offer to the shareholders of the Company to acquire upto 783068 equity shares of Rs. 10/- each representing 26% of the present issued subscribed and paid up capital of the company. The acquirer M/s Symbolic Inframart Pvt Ltd is a Special Purpose Vehicle (SPV) of Diamond Group a footwear manufacturers and marketers of footwear products in India and subsequent to the completion of Takeover Open Offer proposes to consolidate its flagship company Diamond Footcare Udyog Private Ltd. into the Target Company i.e. B. P. Capital Ltd. through merger/ demerger or acquisition of holding. The company B. P. Capital Ltd. has therefore applied to RBI for voluntary surrender of its Certificate of Registration with RBI to discontinue its activities as Non Banking Finance Company and got approval of RBI for the same vide RBI's order dated 06th October 2016. Further on receipt of approval from SEBI Mr. Peeyush Kumar Aggarwal (the exiting Promoter) has transferred its 424400 equity shares of Rs. 10/- each to M/s Symbolic Inframart Private Limited on 04th August 2017. Pursuant to SPA entered into between Mr. Peeyush Kumar Aggarwal and M/s Symbolic Inframart Pvt. Ltd. Subsequent to completion of open offer M/s SIPL had appointed its representatives on the Board of B. P. Capital Limited (BPCL) and acquired control of BPCL pursuant to takeover open offer made by M/s SIPL. Considering the above factors the Diamond FootcareUdyog Private Company (Transferor Company) and B.P. Capital Limited (Transferee Company) filed joint application with Hon'ble National Company Law Tribunal Chandigarh Bench for merger of these entity the first motion application/petition was approved by the Tribunal vide its order dated 23rd October 2018. Later on the DFUPL (Transferor Company) filed an application with the Hon'ble National Company Law Tribunal Chandigarh Bench for the withdrawal of the Scheme of Merger between DFUPL and BPCL vide Company Application No. 528/2019 read with CP (CAA) No. 03/Chd/Hry/2019 and the same has been allowed by Hon'ble National Company Law Tribunal Chandigarh Bench vide its order dated August 28 2019 and the Merger Petition was dismissed as withdrawn. Now the Management of the Company is again planning to start Finance Business and taking all steps to get license of Non Banking Finance Company from Reserve Bank of India.