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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
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OPEN 8.49
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VOLUME 20
52-Week high 15.00
52-Week low 5.86
P/E
Mkt Cap.(Rs cr) 3
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

Dear Members

Your Directors are delighted to present the 24th Annual Report of your Company togetherwith the Audited Annual Accounts for the financial year ended 31st March 2017.

1. Financial Results

The Financial Performance of your Company for the year ended March 31 2017 issummarized below

(Amount in Rs. Thousand’s)

Financial Year ended
Particulars 31st March 2017 31st March 2016
Total Income 1424 1171
Total Expenditure 1410 1135
Profit before tax 14 36
Provision for tax 6 10
Deferred Tax Liabilities (Assets) 1 1
Short Provision of tax of earlier years - 2
Profit after Tax 7 23
Transfer to Reserve Fund - 5
Balance Profit/(Loss) of current year 7 18
Profit/(Loss) b/f of previous year (1616) (1634)
Balance of Profit/(Loss) carried to Balance Sheet (1453) (1616)
Paid-up Share Capital 30118 30118
Reserves and Surplus - 176
Reserve Fund (as per section 45-IC of the RBI Act)

2. Dividend

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

3. Reserves

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

4. Brief description of the Company’s working during the year: A. Review ofOperations

During the year under review total revenue of the Company was Rs. 1424249/- asagainst Rs. 1171150/- in the previous year. The company earned a net profit (before tax) of Rs. 14446/- against a net profit (before tax )of Rs. 35775/- during the previousyear. Your Directors are putting in their best efforts to improve the profitability of theCompany.

B. Future Prospects

Change In Control

On May 26 2015 the sole promoter of the Company Mr. Peeyush Kumar Aggarwal hasentered into a Share Purchase Agreement ("SPA") with M/s Symbolic Inframart PvtLtd a company incorporated under the Companies Act 1956 for the sale of his entireshareholding 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 Inframart Pvt 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. Further on receiptof approval from SEBI Mr. Peeyush Kumar Aggarwal the exiting promoter of the company hadalso transferred his entire shareholding consisting of 424400 equity shares of Rs 10/-each to M/s Symbolic Inframart Pvt Ltd on 04/08/2017. Subsequent to the completion of openoffer M/s Symbolic Inframart Pvt Ltdhad appointed its representatives on the Board of B.P.Capital Limited on 13.02.2017 and acquired control of B.P. Capital Limited pursuant toTakeover open offer made by M/s Symbolic Inframart Pvt Ltd.

Merger

We are pleased to inform you that during the year under review the Company i.e. B. P.Capital Limited has started with the procedure of Merger with Diamond Footcare UdyogPrivate Limited and has applied to Bombay Stock Exchange (BSE) for obtaining its inprincipal approval for the same.

Rationale for Amalgamation/ Merger:

B.P. Capital Limited (BPCL) is a widely held listed company. B.P. Capital Limited wasregistered as NBFC Company with RBI but was not carrying any major activity for long hencethe shareholders of the Company are not getting any return on their investment. Furtherthe Company had also surrendered its NBFC certificate with RBI. Diamond Footcare UdyogPrivate Limited (DFUPL) is one of the leading footwear manufacturer in India. It hasmassive manufacturing facility at Footwear Park Bahadurgarh Haryana. The management ofthe two Companies decided to consolidate the two companies to take advantage of listingand liquidity for the footwear business which has potential to grow much faster ifsufficient working capital is made available. With this objective the management of DFUPLhas acquired the management and control of BPCL by giving an open offer in terms of SEBI(SAST) Regulations 2011 and also decided to surrender the NBFC Licensee of BPCL toinitial the footwear business in it. The RBI vide its order dated 6th October 2016cancelled the NBFC License of BPCL and hence now the management of the two companies havedecided to implement the plan of merger the two companies and transfer the Footwearbusiness of DFPL as a going concern along with its brand and goodwill. The merger of thetwo companies would substantially strengthen the balance sheet of the DFUPL and shallcreate a larger and financially stronger entity which will have better resources forbusiness growth and expansion.

The consolidation of DFUPL business (along with all the assets and liabilities) withBPCL would at one hand strengthen the financials of the listed entity for the benefit ofall its stakeholders and on the other hand help the footwear business of TransferorCompany in raising funds for expansion due to the listed status.

The other benefits likely to arise through the proposed amalgamation are as follows:

I. Financial strength and flexibility for the BPCL which would result in maximizingoverall shareholder value and will improve the competitive position of the combinedentity. II. Achieve greater efficiencies in operations with optimum utilization ofresources better administration and reduced cost. III. Improved organizational capabilityand leadership arising from pooling of financial managerial and technical resources. IV.Better management and focus on growing the businesses. V. The amalgamation would result inreduction of overheads administrative managerial and other expenditure and bring aboutoperational rationalization efficiency and optimum utilization of various resources. VI.A larger growing company will mean enhanced financial and growth prospects for the peopleand organization connected therewith and will be in public interest. The amalgamationwill be conducive for better and more efficient and economical control over the businessand financial conduct of the Companies.

5. Change in the nature of business if any

During the year under review the company surrendered its Certificate of Registrationwith Reserve Bank of India (RBI) to discontinue its activities as Non Banking FinanceCompany and got the approval for the same vide RBI’s order dated 06th October 2016.

6. Material changes and commitments if any affecting the financial position ofthe company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report

During the period between the end of the financial year of the company and the date ofthe report there are no material changes and commitments except withdrawal of Scheme ofArrangement as is mentioned hereinabove which may affect the financial position of thecompany.

7. Details of significant and material orders passed by the Regulators or Courtsor Tribunals 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 operationsin future.

8. Details in respect of adequacy of internal financial controls with referenceto the Financial Statements

The Board has adopted policies and procedure for ensuring the orderly and efficientconduct of its business including adherence to the company’s policies thesafeguarding of its asset the prevention and detection of fraud and error the accuracyand completeness of the accounting records and the timely preparation of reliablefinancial disclosure.

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

M/s. RMA & Associates Chartered Accountants New Delhi the Statutory Auditors ofthe Company (Registration No. 000978N) had been appointed as the Statutory Auditors ofyour Company for a period of five consecutive years at the 22nd Annual General Meeting ofthe Company held on 30th September 2015 till the conclusion of 27th Annual GeneralMeeting as per the provisions of Section 139(1) of the Companies Act 2013.

Section 139(1) of the Companies Act 2013 further provides that the appointment ofstatutory auditors shall be placed before the members at every AGM for ratification.

The Company has received a certificate from the auditors confirming that they areeligible for appointment as auditors of the Company under Section 139 of the CompaniesAct 2013 and meet the criteria for appointment specified in Section 141 of the CompaniesAct 2013 and SEBI Listing Regulations.

Based on the recommendations of the Audit Committee and as per the provisions ofSection 139(1) of the Companies Act 2013 the Board of Directors of your Company proposesto ratify the appointment of M/s RMA & Associates Chartered Accountants as theStatutory Auditors of the Company for F.Y. 2017-18.

13. 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.

14. Share Capital

A Issue of equity shares with differential rights: During the year company has not issued any equity shares with differential rights.
B Issue of sweat equity shares During the year company has not 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.

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

The extract of the annual return in Form No. MGT–9 is annexed herewith (Annexure1).

16 . Conservation of energy technology absorption and foreign exchange earningsand outgo

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

A) Conservation of energy

The requirements of disclosures with regard to Conservation of Energy in terms ofSection 134 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 arenot applicable to the Company since it doesn’t own any manufacturing facility.

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

(B) Technology absorption

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

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

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

17. Corporate Social Responsibility (CSR)

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

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Changes in Directors and Key Managerial Personnel

Appointment

During the year under review Mr. Ramesh Kumar Gupta was appointed as an AdditionalDirector and Managing Director of the company in the category of Executive Director of theCompany and Mr. Vijay Aggarwal was appointed as an Additional Director and Mr. HiteshGupta was appointed as an Additional and Independent Director in the category ofNon-Executive Directors of the Company in terms of relevant provisions of the CompaniesAct 2013 to hold office till the conclusion of this Annual General Meeting.

Further Mrs Anuradha Srivastav was appointed as an Independent Woman Director of thecompany w.e.f 24.08.2017.

Appropriate resolutions seeking your approval for the appointment of Mr. Ramesh KumarGupta as a executive Director liable to retire by rotation for five consecutive years andMr. Vijay Aggarwal a Non Executive Director Liable to retire by rotation and Mr. HiteshGupta as a Non executive Independent Director of the Company and Mrs Anuradha Srivastav asan Non Executive Independ Woman Director of the company forms part of the notice callingAGM.

Cessation

During the year under review Mr Brahm Dutt Sharma Director of the Company resignedfrom the Board w.e.f 02/11/2016. Further Mr. Sachin Garg Managing Director of thecompany Mr. Peeyush Kumar Aggarwal and Mr. Karan Bhatia Directors of the Companyresigned from the Board with effect from 13.02.2017. Subsequent to completion of openoffer made by M/s Symbolic Inframart Pvt Ltd to acquire control appointed itsrepresentatives in the Board of Directors of the company. Further Ms. Madhu SharmaDirector of the Company resigned from the Board with effect from 30.05.2017. The Boardplaces on records its deep appreciation for the valuable contribution made by them duringtheir association with the Company.

B. Appointment of Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act 2013 and Regulation17 of 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.

19. Number of meetings of the Board of Directors

Eleven meetings of the Board of Directors were held during the year on 27.05.201603.06.2016 16.06.2016 11.08.2016 03.09.2016 02.11.2016 12.11.2016 26.11.201617.01.2017 13.02.2017 01.03.2017.

One separate meetings of Independent Directors of the Company was held on 01.03.2017.

20. 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

* Risk Management Committee

* As per the provisions of SEBI (Listing Obligation and Disclosure Requirments) 2015the Risk Management Committee was not applicable to the company and therefore the Boarddecided to dissolve the same from Financial Year 2016-17.

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.

21. 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 2) formulated by the Nominationand Remuneration Committee and approved by the Board to evaluate the performance of theBoard and its Committees.

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

In a separate meeting of Independent Directors held on 01.03.2017 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.

Based on the outcome of performance evaluation for the financial year 2016-17 furthermeasures/actions have been suggested to improve and strengthen the effectiveness of theBoard and its Committees.

22. Policy on Directors’ Appointment And Remuneration

Your Company has a policy to have an appropriate mix of executive and independentdirectors to maintain the independence of the Board and separate its functions ofgovernance and management. As on March 31 2017 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 – 3 to the Board Report.Further the remuneration paid to the Directors is as per the terms laid out in thenomination and remuneration policy of the Company.

23. Risk management policy and Internal Control

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

24. Whistle Blower Policy and Vigil Mechanism

Your Company has established a "Whistle Blower Policy" and Vigil 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

25. 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.

26. Contracts and arrangements with related parties

During the year under review no contracts have been entered into by the company withrelated parties. The Company had not entered into any transactions with related partieswhich could be considered as material in accordance with the policy of the Company onmateriality of related party transactions.

The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company’s website at thehttp://www.bpcapital.in/pdfs/Related_Party_Transaction.pdf.

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

27. Secretarial Audit Report

In terms of Section 204(1) of the Companies Act 2013 and the rules made thereunderM/s. Kundan Agrawal & Associates was appointed as the Secretarial Auditor to undertakethe Secretarial Audit of the Company for the F.Y. 2016-17. The report of the SecretarialAudit in Form No. MR -3 is annexed to and forms part of this Report as per

Annexure - 4

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

28. 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 SEBI under SEBI (Listing Obligations andDisclosure Requirements) 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.

29. 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 31st March2017 the applicable accounting standards had been followed and no material departureshave 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 2017 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.

30. 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 – 5.

During the year under review none of the Directors of the Company has receivedremuneration from the Company.

The Nomination and Remuneration Committee of the Company has affirmed in its meetingheld on March 1 2017 has affirmed that the remuneration paid to the Senior ManagementEmployee/KMPs is as per the remuneration policy of the Company.

31. Internal Auditors & Their Report

Pursuant to the provisions of Section 138 of the Companies Act 2013 and Rules madethereunder the Company had appointed M/s Sanghi & Co. as Internal Auditor for thefinancial year 2016-17.

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 thesafeguarding of its asset the prevention and detection of fraud and error the accuracyand completeness of the accounting records and the timely preparation of reliablefinancial disclosure.

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.

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

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

33. 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.

34. Segment-wise performance

The Company is into single reportable segment only.

35. Management Discussion and Analysis

The Management Discussion and Analysis Report on the business of the Company andperformance review for the year ended March 31 2016 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.

36. 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 : 2nd September 2017 Ramesh Kumar Gupta
Place: New Delhi Chairman
DIN: 00047724