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B P Capital Ltd.

BSE: 536965 Sector: Financials
NSE: N.A. ISIN Code: INE947C01010
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NSE 05:30 | 01 Jan B P Capital Ltd
OPEN 7.86
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VOLUME 2373
52-Week high 11.43
52-Week low 2.93
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.86
CLOSE 7.86
VOLUME 2373
52-Week high 11.43
52-Week low 2.93
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

B P Capital Ltd. (BPCAPITAL) - Director Report

Company director report

Your Directors are delighted to present the 28th Annual Report of yourCompany together with the Audited Annual Accounts for the financial year ended 31stMarch 2021.

1. Financial Results

The Financial Performance of your Company for the year ended March 31 2021 issummarized below

(Amount in Lacs)

Particulars

Financial Year ended

31st March 2021 31st March 2020
Total Income 0.52 -
Total Expenditure 16.63 15.62
Profit before tax (16.10) (15.62)
Provision for tax - -
Deferred Tax Liabilities (0.06) -
Profit after Tax (16.16) (15.62)
Balance Profit/(Loss) of current year (16.16) (15.62)
Profit/(Loss) b/f of previous year (70.02) (54.40)
Balance of Profit/(Loss) carried to Balance Sheet (86.18) (70.02)
Paid-up Share Capital 301.18 301.18

2. Dividend

In view of losses incurred by the Company your Directors regret their inability torecommended dividend on equity shares for the year under review.

3. Reserves

In view oflosses incurred by the Company no amount is proposed to be transferred toReserves for the year under review.

4. 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. 52200/- as againstRs. NIL in the previous year. The company incurred a net loss (beforetax) of Rs.1610342/- .against a net loss (before tax )of Rs. 1561577/- during the previous year.Your Directors are putting in their best efforts to improve the profitability of theCompany.

B. Future Prospects Merger

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 InframartPvtLtd (SIPL) a company incorporated under the Companies Act 1956 for the sale of hisentire shareholding constituting 424400 equity shares of the face value of Rs. 10/- eachrepresenting 14.09% of the paid up share capital of the Company at a price of Rs. 10/- pershare alongwith the complete change in control to M/s Symbolic InframartPvt Ltd

Pursuant to the above SPA the Acquirer came out with an Open Offer to the shareholdersof the Company to acquire upto 7 83068 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 InframartPvt Ltd is a Special Purpose Vehicle (SPV) ofDiamond Group a footwear manufacturers and marketers of footwear products in India andsubsequent to the completion of Takeover Open Offer proposes to consolidate its flagshipcompany Diamond FootcareUdyog Private Ltd. into the Target Company i.e. B. P. CapitalLtd. through merger/demerger or acquisition of holding. Your company B. P. Capital Ltd.has applied to RBI for voluntary surrender of its Certificate of Registration with RBI todiscontinue its activities as Non Banking Finance Company and got approval of RBI for thesame vide RBI's order dated 06th October 2016

As stated above Mr. Peeyush Kumar Aggarwal (the erstwhile Promoter) has transferredits 424400 equity shares to M/s Symbolic Inframart Private Limited pursuant to SPAentered into between Mr. Peeyush Kumar Aggarwal and M/s Symbolic Inframart Pvt.Ltd.Subsequent to the completion of open offer M/s SIPL had appointed its representativeson the Board of B. P. Capital Limited (BPCL) and acquired control of BPCL pursuant totakeover open offer made by M/s SIPL.

Considering the above factors the Diamond FootcareUdyog Private Company (TransferorCompany) and B.P. Capital Limited (Transferee Company) filed jointapplicationwithHon'bleNational Company Law Tribunal Chandigarh Bench for the merger of these entity the firstmotion application/petition was approved by the Tribunal vide its order dated 23rdOctober 2018. Later on the DFUPL (Transferor Company) filed an application with theHon'ble National Company Law Tribunal Chandigarh Bench for the withdrawal of the Schemeof 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 the Hon'ble National Company LawTribunal Chandigarh Bench vide its order dated August 28 2019 and the Merger Petitionwas dismissed as withdrawn. The management of the company is now exploring thepossibilities of new business and is putting necessary efforts in this respect so that theoperations of the company can be started again.

5. Change in the nature of business if any

The company had surrendered its Certificate of Registration with Reserve Bank of India(RBI) to discontinue its activities as Non Banking Finance Company and got the approvalfor the same vide RBI's order dated 06th October 2016.Thereafter the companywas in the process of merger with Diamond FootcareUdyog Pvt. Ltd. The Management of boththe companies had decided to implement the plan of merger of the companies and transferthe Footwear business of Diamond FootcareUdyog Pvt. Ltd. to B. P. Capital Ltd as a goingconcern along with its brand and goodwill. However the Transferor Company i.e. DiamondFootcareUdyog Private Limited had filed an application for withdrawl of the Scheme ofmerger between Diamond FootcareUdyog Private Limited and B.P. Capital Limited and the samehad been allowed by the Hon'ble NCLT Chandigarh Bench vide its order dated August 282019 and the merger petition was dismissed as withdrawn. The management of the company isnow exploring the possibilities of new business and is putting necessary efforts in thisrespect so that the operations of the company can be started again.

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

Our Company was trying hard to arrange the necessary funds to meet out its day to dayexpenses and for payment of outstanding listing fees of BSE and other dues. However dueto the ongoing Corona Virus Pandemic and lockdown imposed by the Central and the StateGovernment the company is facing severe liquidity crunch. Due to the impact of CoronaVirus and the lockdown imposed by both the Central and State Governments in the wake ofCOVID-19 pandemic the Company had to close its office. Moreover employees of the companywere unable to attend the office due to the lockdown imposed by the Government. In theabsence of any operations the company is facing many problems such as manpower shortageliquidity crunch etc.

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. Public 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

A. Statutory Auditors:

M/s. NemaniGarg Agarwal & Co. (Firm's Registration No. 010192N) CharteredAccountants Delhi were appointed as the Statutory Auditors of the Company for a period of5 years commencing from the conclusion of 26thAnnual General Meeting until theconclusion of 31stAnnual General Meeting of the Companyin the Annual GeneralMeeting held on 30th September 2019.

Brief Profile of NemaniGarg Agarwal & Co.

NemaniGarg Agarwal & Co. is a leading Chartered Accountancy Firm renderingcomprehensive professional services which include Audit Management Consultancy TaxConsultancy Accounting Services Manpower Management Secretarial Services etc.

NemaniGarg Agarwal & Co. is a professionally managed firm. The team consists ofdistinguished Chartered Accountants Corporate Financial Advisors and Tax Consultants. Thefirm represents a combination of specialized skills which are geared to offers soundfinancial advice and personalized proactive services. Those associated with the firm haveregular interaction with industry and other professionals which enables the firm to keeppace with contemporary developments and to meet the needs of its clients.

Auditors' Report

The comments on statement of accounts referred to in the report of the Auditors areself explanatory. Auditor Report does not contain any qualification reservation oradverse remark.

B. Secretarial Auditors:

As required under Section 204 of the Companies Act 2013 and Rules thereunder theBoard has appointed M/s. Kundan Agrawal & Associates Practicing Company Secretariesas Secretarial Auditor of the Company for the F.Y. 2020-21.

Annual Secretarial Compliance Report & Secretarial Audit Report

SEBI Vide its circular bearing no. CIR/CFD/CMD1/27/2019 dated February 8 2019 mandatedthat all listed entities in addition to Secretarial Audit on an annual basis require acheck by the PCS on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder.

In compliance with the said circular M/s. Kundan Agarwal & Associates CompanySecretaries the Secretarial Auditors of the Company examined the compliance of allapplicable SEBI Regulations and circulars / guidelines and provided their report. TheSecretarial Auditors vide their report dated 08thJune 2021 & 24thJuly 2021 have reported that your company has maintained proper records under theprovisions of SEBI Regulations and Circulars / Guidelines issued thereunder.

There are no qualifications reservations adverse remarks or disclaimers given by theSecretarial Auditorsin its Reports except the following observation:

The Company has defaulted in payment of Annual Listing Fees to BSE for the financialyear 2020-2021.

Ourr Explanation to Secretarial Auditor's observation:

The COVID-19 pandemic has severely impacted all the industries throughout the countryand the entire economy is facing severe financial hardship. The coronavirus pandemic onIndia has been largely disruptive in terms of economic activity as well as a loss of humanlives. Almost all the sectors have been adversely affected as domestic demand and exportssharply plummeted and consequently the entire economy is facing severe financialhardships. Our Company being an inseparable part of Indian economy is not an exception toit.

Post the first wave of COVID-19 pandemic the Industries were reviving from the impactof COVID-19 however the current wave of COVID-19 since March 2021 has been more severethan the First wave which was in March 2020 and has dented the revival process of theIndustries including our company.

Our Company was trying hard to arrange the necessary funds for payment of outstandinglisting fees of BSE. However as there were no operations in the Company and further dueto the ongoing Corona Virus Pandemic and consequent lockdown imposed by the government thefinancial position of the company was further affected.

Our company is facing financial hardships and liquidity crunch due to COVID-19 pandemicand therefore at present is unable to pay the outstanding annual listing fees of BSE.However the management of the company is trying hard to arrange necessary funds to clearits outstanding annual listing fees.

The company has also obtained a certificate from M/s Kundan Agrawal & AssociatesPractising Company Secretary confirming that none of the Directors on the Board of theCompany has been debarred or disqualified from being appointed or continuing as Directorsof Companies by the Securities and Exchange Board of India/ Ministry of Corporate Affairsor any such Statutory Authority.

The Annual Secretarial Compliance Report and the Secretarial Audit Report andcertificate regarding disqualification of Directors for the F. Y. 2020-21 is provided as("Annexure-I(A) 1(B) & 1(C)") respectively.

C. Internal Auditor:

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 2020-21.

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.

13. 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 issued 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.

14. Annual Return

An Extract of the Annual Return in form MGT-9 as of March 31 2021 pursuant to the subsection (3) of Section 92 of the Companies Act 2013 and forming part of the report isplaced at the Company's website under the web link:http://bpcapital.in/pdfs/areturn/2020-21/mgt9.pdf and is annexed as (Annexure 2).

Further pursuant to Sections 92 and 134 of the Act the Annual Return as at March 312021 in Form MGT-7 is available on the website of the Company at the link:http://bpcapital.in/pdfs/areturn/2020-21/mgt7.pdf

15. 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

16. 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.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Changes in Directors and Key Managerial Personnel

During the year Ms. AnuradhaSrivastav (DIN:07913962)Independent Director of theCompany resigned w.e.f. 25.09.2020 and the Board had appointed Ms. Madhu Sharma (DIN:06947852) as an Independent Director of the company for the remaining tenure of Ms.AnuradhaSrivastavIndependent Director of the Company w.e.f. 30.09.2020.

A brief profile of Ms. Madhu Sharma is given below:

Ms. Madhu Sharma aged 65 is a Bachelor of Arts from prestigious University. She hasan extensive experience of over two decades in various aspects of management viz. thefield of marketing and general administration. Her great knowledge and experience wouldimmensely benefit the Company in long term.

At present Ms. Madhu Sharma holds directorship and membership of the Committees of theBoard of Directors of the under stated other companies in India:

S.No. Name of the Company Designation Chairmanship/Membership of the Committees
1 Polar Marmo Agglomerates Limited Director Audit Committee- Chairman Nomination and Remuneration Committee- Chairman Stakeholders Relationship Committee- Chairman
2 RCC Cements Limited Director Nomination and Remuneration Committee- Member
3 MPS Infotecnics Limited Director Audit Committee- Chairman Nomination and Remuneration Committee- Chairman Corporate Social Responsibility-Chairman Risk Management Committee- Member
4 Interworld Digital Limited Director Audit Committee-Member Nomination and Remuneration Committee- Member Stakeholders Relationship Committee- Member Risk Management Committee- Member
5 Advik Laboratories Limited Director Audit Committee- Member Nomination and Remuneration Committee- Member Stakeholders Relationship Committee- Member

Ms. Madhu Sharma does not hold any equity shares of the Company.

Ms. Madhu Sharma (DIN: 06947852) does not have any relationship with any of theexisting directors and Key Managerial Personnel.

Further after the year under review the Board of Directors of the Company at itsmeeting held on 01/09/2021 had pursuant to the provisions of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 Section 149 150 152 and 161and anyapplicable provisions of the Companies Act 2013 and the Companies (Appointment andQualification of Directors) Rules 2014 (including any statutory modification (s) or re -enactment thereof for the time being in force) read with Schedule IV to the Companies Act2013 appointed Mr. Ajay Sharma (DIN:03344008) as an Additional Director categorised asIndependent Director of the Company w.e.f. 01/09/2021 to hold office for a term of Fiveconsecutive years and had also appointed Mr. Amit Kumar (holding DIN 02546958) and Mr.Sujay Narayan Jha (holding DIN: 02898548) in the same Board meeting held on 01/09/2021.

In the opinion of the Board Mr. Ajay Sharma fulfils the conditions specified in theAct and the Rules framed thereunder for his appointment as an Independent Director and heis Independent of the management.

In compliance with the provisions of Section 149 read with Schedule IV of the Act andSEBI (LODR) Regulations 2015 the appointment of Mr. Ajay Sharma as an IndependentDirector is now being placed before the members for their approval at this Annual GeneralMeeting.

A brief profile of Mr. Ajay Sharma is given below:

Mr. Ajay Sharma (DIN: 03344008) aged about 48 years is a Commerce Graduate fromUniversity of Delhi. He has an enriched experience of more than 20 years in trading &retail business.He has significant expertise in marketing and administration real estatebusiness & financial services. His business interests today are in the areas of realestate retail & infrastructure software & stock broking companies. Mr. AjaySharma holds directorship and membership of the Committees of the Board of Directors ofthe under stated public companies in India:

S.No. Name of the Company Designation Chairmanship/Membership of the Committees
1 Interworld Digital Limited Director Audit Committee- Chairman Nomination and Remuneration Committee- Chairman Stakeholders Relationship Committee- Chairman Risk Management Committee- Chairman
2 E-Visesh.Com Limited Director NIL

Mr. Ajay Sharma holds 10 equity shares of the Company.

Mr. Ajay Sharma does not have any relationship with any of the existing directors andKey Managerial Personnel.

A brief profile of Mr. Amit Kumar is given below:

Mr. Amit Kumar (DIN: 02546958) has more than 27 years of experience in processintegration management system and innovative redesign in the area of waste management.He brought in a huge change of thinking in implementing sophisticated supply chainsolutions. He has brought in a 360 degree approach in bringing in the concept of wasteprocessing at source.

Mr. Amit Kumar does not hold directorship and membership of the Committees of the Boardof any public limited companies. Mr. Amit Kumar is not disqualified from being appointedas a Director in terms of Section 164 of the Act and has given his consent to act asDirector.

Mr. Amit Kumar does not have any relationship with any of the existing directors andKey Managerial Personnel.

A brief profile of Mr. Sujay Narayan Jha is given below:

Mr. Sujay Narayan Jha (DIN: 02898548) brings in his expertise in Liasioning CorporateSales & HR Function. He has worked at CXOs levels for more than 18 years in companieslike Mahindra & Mahindra ( Mahindra Logistics Ltd) Xerox Corporation and TataTeleservices Ltd .

Mr. Sujay Narayan Jha is not disqualified from being appointed as a Director in termsof Section 164 of the Act and has given his consent to act as Director.

Mr. Sujay Narayan Jha does not hold any equity shares of the Company.

Mr. Sujay Narayan Jha does not have any relationship with any of the existing directorsand Key Managerial Personnel.

Mr. Sujay Narayan Jha does not hold directorship and membership of the Committees ofthe Board of any public limited company.

During the year under review Ms. Anamika Gupta resigned from the post of CompanySecretary & Compliance Officer of the Companyw.e.f 12.11.2020. The Board places onrecords its deep appreciation for the valuable contribution made by her during herassociation with the Company and further Ms. Sakshi Gupta was appointed as the CompanySecretary and Compliance Officer of the Company w.e.f. 21st December 2020.

B) Shareholding of Directors

None of the Directors holds any shares in the Company.

B. Appointment of Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act 2013 and Regulation 17of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 asamended from time to time your Company has requisite number of Independent Directors onits Board. Your Company has duly complied with the requirements of the said provisions forappointment of Independent Directors during the year under review.

C. 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 Regulation 16 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 confirming that theymeet with the criteria of independence as prescribed under the aforesaid Section andRegulation.

D. Formal Annual Evaluation

In compliance with the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 during the year the Board adopted a formalmechanism for evaluating its performance as well as that of its Committees and IndividualDirectors including the Chairman of the Board. Structured questionnaires were used in theoverall Board evaluation comprising various aspects of Board function.

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 IndependentDirectors.

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

18. Number of meetings of the Board of Directors

Eight meetings of the Board of Directors were held during the year on 30.07.202011.09.2020 30.09.2020 12.11.2020 30.11.2020 21.12.2020 11.02.2021 30.03.2021.

One separate meeting of Independent Directors of the Company was held on 30.03.2021.

19. Committees of the Board

The details of committees constituted by the Board as per the requirement of CompaniesAct 2013 and SEBI (LODR) Regulations 2015 are:

* Audit Committee

* Stakeholders' Relationship Committee

* Nomination and Remuneration Committee

As per the provisions of SEBI (Listing Obligation and Disclosure Requirments) 2015 theRisk Management Committee was not applicable to the company and therefore the Boarddecided to dissolve the same.

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.

Recommendation of Audit Committee

During the year under review there were no instances of non-acceptance of anyrecommendation of the Audit Committee by the Board of Directors.

20. Board Evaluation

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board Evaluation framework. The Companies Act 2013provides that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its Committees and individual directors. Schedule IV of theCompanies Act 2013 states that the performance evaluation of Independent Directors shallbe done by the entire Board of Directors 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 SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Structured questionnaires were used in the overall Boardevaluation comprising various aspects of Board function.

The performance of the Board was evaluated by the Board on the basis of PerformanceEvaluation Policy formulated by the Board and after seeking inputs from all the directorson the basis of the criteria such as the Board composition and structure effectiveness ofboard 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. and on such further criteria as is set out inthe Performance Evaluation Policy (as per "Annexure-3") formulated by theNomination and Remuneration Committee and approved by the Board to evaluate theperformance of the Board and its Committees.

In a separate meeting of Independent Directors held on 30.03.2021 performance ofnon-Independent Directors performance of the board as a whole and performance of theChairman was evaluated taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the Independent Directors at which the performance of the Board itscommittees and individual directors was also discussed.

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.

Performance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated.

Based on the outcome of performance evaluation for the financial year 2020-21 furthermeasures/actions have been suggested to improve and strengthen the effectiveness of theBoard and its Committees.

21. 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 2021 the Board consisted of 4 members and outof which 1 is an Executive Director 2 are Independent Directors including 1 WomanDirector and 1 is a Non Executive Director.

The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Companies Act2013 adopted by the Board is attached as "Annexure - 4" 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.

22. 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.

23. Whistle Blower Policy and Vigil Mechanism

Your Company has established a "Whistle Blower Policy" and Vigil Mechanismfor directors and employees to report to the appropriate authorities concerns about theunethical behavior actual or suspected fraud or violation of the Company's code ofconduct policy and provides safeguards against victimization of employees who avail themechanism and also provide for direct access to the Chairman of the Audit Committee. Thesaid policy has been uploaded on the website of the company. The same can be accessed atthe link http://www.bpcapital.in/investor.html

24. Particulars of loans guarantees or investments under Section 186

Particulars and details of loans 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

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website http://www.bpcapital.in/pdfs/Related Party Transaction.pdf Pursuant toSection 134(3)(h) of the Companies Act 2013 and Rules made there under particulars oftransactions with related parties as required under section 188(1) of the Companies Act2013 are mentioned in the prescribed Form AOC-2 which is annexed herewith as"Annexure-5". The details of the transactions with related parties are providedin Notes to Financial Statements.

26. Corporate Governance

Your Company has been benchmarking itself with well established Corporate Governancepractices besides strictly complying with the requirements of Regulation 17 to 27 and anyother applicable Regulation of the SEBIunder SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended from time to time.

A separate "Report on Corporate Governance" together with requisitecertificate obtained from Statutory Auditors of the Company confirming compliance withthe provisions of Corporate Governance as per the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed to this Report.

27. Directors' Responsibility Statement

Pursuant to Section 134(3)(c) read with 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and belief confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31stMarch 2021 the applicable accounting standards had been followed and no materialdepartures have been made from the 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 i.e. on31st March 2021 and of the 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.

28. 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 - 6".

During the year under review none of the Directors of the Company has receivedremuneration from the Company. The Nomination and Remuneration Committee of the Companyhas affirmed in its meeting held on March 30 2021 has affirmed that the remuneration paidto the Senior Management Employee/KMPs is as per the remuneration policy of the Company.

29. 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 the Companyhas not received any complaint of sexual harassment during the year under review.

30. Human Resources

Your Company treats its "human resources" as one of its most importantassets. We focus on all aspects of the employee lifecycle. This provides holisticexperience for the employees as well. During their tenure at the Company employees aremotivated through various skill development programs. We create effective dialogue throughour communication channels to ensure effective dialogue through our communication channelsto ensure that feedback 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.

31. Segment-wise performance

The Company is into single reportable segment only.

32. Management Discussion and Analysis

The Management Discussion and Analysis Report on the business of the Company andperformance review for the year ended March 31 2021 as stipulated in Regulation 34 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presentedin a separate report which forms part of the Report.

33. 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 of
B. P. Capital Limited
Sd/-
Date: 01st September 2021 Ramesh Kumar Gupta
Place: Haryana Chairman
DIN: 00047724

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