| Dear Members,
The Directors are delighted to present the 22nd Annual Report of your
Company together with the Audited Annual Accounts for the financial
year ended 31st March, 2015.
1. Financial Results
The Financial Performance of your Company for the year ended March 31,
2015 is summarized below
(Amount in Rs. Thousand's)
Financial Year ended
Particu|ars 31st March, 31st March,
2015 2014
Total Income 1187 2353
Total Expenditure 1142 2318
Profit before tax 45 35
Provision for tax 18 16
Deferred Tax Liabilities (Assets) (18) (5)
Short Provision of tax of earlier 1 1
years
Profit after Tax 44 23
Transfer to Reserve Fund 9 5
Balance Profit/(Loss) of current year 35 18
Profit/(Loss) b/f of previous year 1606 (1624)
Balance of Profit/(Loss) carried to 1634 (1606)
Balance Sheet
Paid-up Share Capital 30118 30118
Reserves and Surplus 171 163
Reserve Fund (as per section 45-IC of the RBI Act)
2. Dividend
In view of insufficiency of profits, your Directors regret their
inability to recommended dividend on equity shares for the year under
review.
3. Reserves
In view of insufficiency of profits, no amount is proposed to be
transferred to Reserves for the year under review.
3. 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.
11,86,999/- as against Rs. Rs. 23,53,418/- in the previous year. The
company earned a net profit (before tax ) of Rs. 45,319/- against a net
profit (before tax )of Rs. 35,548/- during the previous year. Your
Directors are putting in their best efforts to improve the
profitability of the Company.
B. Future Prospects
Your Company being an investment Company seeks opportunities in the
capital market. The volatility in the stock indices in the financial
year under report represents both an opportunity and challenge for the
Company. The business of your company is affected by the sentiments
prevailing in the stock markets. Your Company believes in making those
investments, which are characterized by "Lesser risks with adequate
returns". Your Directors are optimistic that current year will fetch
better returns for the Company.
5. Change in the nature of business, if any
During the year, there is no change in the nature of business activity
of the company.
6. Material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the
financial year of the company to which 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 of the report, there are no material changes and
commitments which affect the financial position of the company.
Change In Control
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 the sale of his entire shareholding constituting 4,24,400
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 alongwith the complete change in control to M/s Symbolic
Inframart Pvt Ltd,
Pursuant to the above SPA, the Acquirer is in the process of coming out
with an Open Offer to the shareholders of the Company.
7. Details of significant and material orders passed by the Regulators
or Courts or 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 Regulators or Courts or Tribunals which impact the going concern
status and company's operations in future.
8. Details in respect of adequacy of internal financial controls with
reference to the Financial Statements :
The Board has adopted policies and procedure for ensuring the orderly
and efficient conduct of its business, including adherence to the
company's policies, the safeguarding of its asset, the prevention and
detection of fraud and error, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial
disclosure.
9. Details of Subsidiary/Joint Ventures/Associate Companies:
The Company has no Subsidiary. During the year, no company has become
or ceased as subsidiary/Joint- venture/Associate of the company.
10. Performance and financial position of each of the subsidiaries,
associates and joint venture companies included in the consolidated
financial statement:
During the year, no consolidated financial statements have been
prepared by the company as the Company has no subsidiary company.
11. Deposits :
Your Company has not accepted any deposits from public within the
meaning of Section 73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014, during the year under review. The
details relating to deposits, covered under Chapter V of the Act is as
under-
(a) accepted during the year Rs Nil
(b) remained unpaid or unclaimed as at the end of Rs Nil
the year
(c) whether there has been any default in No
repayment of deposits or payment of interest
thereon during the year and if so, number of
such cases and the total amount involved
(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 of the Company (Registration No. 000978N), will hold office
until the conclusion of the 22nd Annual General Meeting and being
eligible, have offered themselves for re-appointment. They have
confirmed that their appointment, if made, shall be in accordance with
the provisions of Section 139(1) of the Act read with Companies (Audit
and Auditors) Rules, 2014 and that they are not disqualified for their
reappointment as Statutory Auditors of the Company. They have furnished
a certificate of their eligibility and consent under Section 139(1) and
141 of the Companies Act, 2013 and the rules framed there under. They
have also confirmed that they hold a valid peer review certificate as
prescribed under Clause 41 (1 )(h) of the Listing Agreement.
The Board of Directors have recommended the reappointment of M/s. RMA &
Associates, Chartered Accountants as the Statutory Auditors of the
Company to hold office for a period of five years i.e., from the
conclusion of ensuing Annual General Meeting till the conclusion of
27th Annual General Meeting subject to ratification by shareholders at
each Annual General Meeting.
13. Auditors' Report:
The Auditor report does not contain any qualification, reservation or
adverse remark.
14. Share Capital :
A Issue of equity shares with During the year, company has not
differential rights: issued any equity shares with
differential rights.
B Issue of sweat equity shares During the year, company has not
issue 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 Rs Nil
purchase of its own shares by
employees or by trustees for the
benefit of employees
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
(Annexure 1.).
16. Conservation of energy, technology absorption and foreign exchange
earnings and outgo :
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo are as follows:
A) Conservation of energy:
The requirements of disclosures with regard to Conservation of Energy
in terms of Section 134 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014 are not applicable to the Company
since it doesn't own any manufacturing facility.
However, the company has undertaken various energy efficient practices
which has strengthened the Company's commitment towards becoming an
environment friendly organization. The Company makes all efforts
towards conservation of energy, protection of environment and ensuring
safety. As far as possible, company is utilizing alternate sources 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 Corporate Social 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. Brahm Dutt Sharma, was appointed as
an Additional Director in the category of Non-Executive, Independent
Director of the Company with effect from 30th May, 2014 and his
appointment was regularized as an Independent Director for five
consecutive years in the AGM held on 30/09/2014,
Mr. Sachin Garg, was appointed as an Additional Director of the Company
with effect from 13th August, 2014 and his appointment was regularized
as a Director of the Company whose term of office is liable to
determination by retirement of rotation in the AGM held on 30/09/2014.
Further he was also appointed as the Managing Director of the Company
for a period of five years whose term of office is liable to
determination by retirement of Directors by rotation in the AGM held on
30/09/2014.
Mrs. Madhu Sharma was appointed as an Independent Woman Director for a
term of five years from the date of her appointment in the AGM held on
30/09/2014 pursuant to the provisions of Section 149 of the Companies
Act, 2013.
In the Board Meeting held on 02/09/2014, Mr. Shatrughan Sahu was
appointed as Chief Financial Officer and Key Managerial Personnel of
the Company.
Cessation
Mr. Adesh Kumar Jain, Independent Director of the Company resigned from
the Board with effect from 30th May, 2014.
The Board places on records its deep appreciation for the valuable
contribution made by Mr. Adesh Kumar Jain during his association with
the Company.
Retirement by Rotation
In accordance with the provisions of the Companies Act, 2013 and
Articles of Association of the Company, Mr. Sachin Garg, Managing
Director of the Company, retires by rotation at the forthcoming AGM,
and being eligible, offers himself for re- appointment.
Considering the background and experience of Mr. Sachin Garg, the Board
is of the opinion that his reappointment will immensely benefit your
Company. The Board recommends his reappointment.
Brief resume of the Mr. Sachin Garg, Managing Director of the Company
who is proposed to be re-appointed is mentioned hereinbelow:
Mr. Sachin Garg, aged 35 years, is a fellow Member of the Institute of
Chartered Accountants of India. He has rich experience of more than 7
years. He has significant expertise in Corporate Laws, Audit, Finance &
Taxation, Capital Markets, Project Management etc. He has always
demonstrated a certain dynamism and foresight seen in the most
pragmatic of professional.
Details of his other Directorships and Committee Memberships are as
follows:
Sl. No. Directorships in other Public Committee Membership/
Companies Chairmanship
1 Advik Laboratories Limited * Audit Committee Member
* Nomination and
Remuneration Member
Committee
* Stakeholders
Relationship Member
Committee
* Risk Mangement Member
Committee
2 Onus Plantations and Agro Limited Nil Nil
3. Onshore Shipping Limited Nil Nil
Mr. Sachin Garg has no interest, directly or indirectly, in the capital
of the Company and is not related to any of the Directors or the
Promoters of the Company.
B. Declaration by Independent Directors
Your Company has received necessary declaration from each Independent
Director of the Company under Section 149(6) of the Companies Act, 2013
read with Clause 49(II)(B) of Listing Agreement confirming that they
met with the criteria of independence as prescribed under the aforesaid
Section and Clause.
C Formal Annual Evaluation
In compliance with the Companies Act, 2013 and Clause 49 of the Listing
Agreement, during the year, the Board adopted a formal mechanism for
evaluating its performance as well as that of its Committees and
Individual Directors including the Chairman of the Board.
The evaluation of Independent Directors was carried out by the entire
Board and that of the Chairman and Non - Independent Directors were
carried out by the Independent Directors.
The Directors were satisfied with the evaluation results, which
reflected the overall engagement of the Board and its Committees with
the Company.
19. Number of meetings of the Board of Directors :
Seven meetings of the Board of Directors were held during the year
20. Committees of the Board :
During the year under, in accordance with the Companies Act, 2013 and
Clause 49 of the Listing Agreement, the Board reconstituted some of its
Committees. The Committees are as follows:
* Audit Committee
* Stakeholders' Relationship Committee
* Nomination and Remuneration Committee
* Risk Management Committee
Details of the said Committees alongwith their charters, compositions
and meetings held during the year are provided in the Report of
Corporate Governance as a part of this Annual Report.
21. Board Evaluation
Clause 49 of the Listing Agreement mandates that the Board shall
monitor and review the Board Evaluation framework. The Companies Act,
2013 provides that a formal annual evaluation needs to be made by the
Board of its own performance and that of its Committees and individual
directors. Schedule IV of the Companies Act, 2013, states that the
performance evaluation of Independent Directors shall be 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
performance, Board Committees and individual directors pursuant to the
provisions of the Companies Act, 2013 and the corporate governance
requirements as prescribed by Securities and Exchange Board of India
("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the criteria such as the
Board composition and structure, effectiveness of board processes,
information and functioning, etc.
The performance of the committees was evaluated by the board after
seeking inputs from the Committee members on the basis of the criteria
such as the composition of committees, effectiveness of Committee
meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the performance of the individual directors on the basis of
the criteria such as the contribution of the individual director to the
Board and Committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in
meetings, etc. In addition, the Chairman was also evaluated on the key
aspects of his role.
In a separate meeting of Independent Directors, performance of
non-Independent Directors, performance of the board as a whole and
performance of the Chairman was evaluated, taking into account the
views of executive directors and non-executive directors. The same was
discussed in the board meeting that followed the meeting of the
Independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
22. Policy On Directors' Appointment And Remuneration
Your Company has a policy to have an appropriate mix of executive and
independent directors to maintain the independence of the Board, and
separate its functions of governance and management. As on March 31,
2015, the Board consisted of 5 members and only 1 (One) is an Executive
Director, 3 are Independent Directors including 1 Woman Director and 1
(one) is a Non Executive Promoter Director.
The policy of the Company on directors' appointment and remuneration,
including criteria for determining qualifications, positive attributes,
independence of a Director, and other matters provided under
sub-section (3) of Section 178 of the Companies Act, 2013, of the
Companies Act, 2013, adopted by the Board, is attached as Annexure - 2
to the Board Report. Further the remuneration paid to the Directors is
as per the terms laid out in the nomination 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 also has in place a mechanism to identify, access, monitor
and mitigate various risks to key business objectives. Major risks
identified by the businesses and functions are systematically 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
Mechanism for directors and employees to report to the appropriate
authorities concerns about the unethical behavior actual or suspected,
fraud or violation of the Company's code of conduct policy and provides
safeguards against victimization of employees who avail the mechanism
and also provide for direct access to the Chairman of the Audit
Committee. The said policy has been uploaded on the website of the
company. The same can be accessed at the link
http://www.bpcapital.in/investor.html
23. Particulars of loans, guarantees or investments under Section 186
Particulars and details of loan given, investments made or guarantees
given and securities provided, if any, are given in the Notes to the
Financial Statements.
25. Contracts and arrangements with related parties
During the year under review, no contracts/arrangements/transactions,
has been entered by the company with related parties.
However, as a matter of Company's policy, all
contracts/arrangements/transactions, if any, which will be entered by
the company with related parties would be in the ordinary course of
business and on an arm's length basis and details and prescribed
particulars of all such transactions (if any), will be contained in the
Notes to the Financial Statements
26. Secretarial Audit Report
In terms of Section 204(1) of the Companies Act, 2013 and the rules
made thereunder, M/s A. K. Friends & Co. was appointed as the
Secretarial Auditor to undertake the Secretarial Audit of the Company
for the F.Y. 2014-15. The report of the Secretarial Audit in Form No.
MR -3 is annexed to and forms part of this Report as per Annexure - 3
There are no qualifications, reservations, adverse remarks or
disclaimers given by the Secretarial Auditor in the Report.
27. Corporate Governance:
Your Company comply with the Securities and Exchange Board of India's
guidelines on Corporate Governance in accordance with Clause 49 of the
Listing Agreement with the Stock Exchanges. A separate report on
Corporate Governance alongwith Auditors' Certificate on the compliance
is attached with the Report.
28. Directors' Responsibility Statement:
Pursuant to the provisions contained in Section 134(3)(c) & 134(5) of
the Companies Act, 2013, the Board to the best of its knowledge and
belief confirm that:
(a) in the preparation of the annual accounts for the financial year
ended 31st March, 2015, the applicable accounting standards read with
requirements set out under schedule III to the Act, have been followed
and no material departures have been made from the same;
(b) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year 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 adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets 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 the company and that such internal financial controls are
adequate and operating efficiently; and
(f) the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
29. Particulars Of Employees:
There are no employees employed throughout the financial year who were
in receipt of remuneration of Rs. 60 Lacs or more or employed for part
of the year who were in receipt of 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 of Managerial Personnel) Rules, 2014 are annexed herewith
as Annexure - 4.
30. Internal Auditors & Their Report
Pursuant to the provisions of Section 138 of the Companies Act, 2013
and Rules made thereunder, the Company had appointed M/s Sanghi & Co.
as Internal Auditor for the financial year 2014-15.
Internal Financial Control And Their Adequacy
The Board has adopted policies and procedure for ensuring the orderly
and efficient conduct of its business, including adherence to the
company's policies, the safeguarding of its asset, the prevention and
detection of fraud and error, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial
disclosure.
The Company has an adequate internal controls system commensurate with
its size and the nature of its business. All the transactions entered
into by the Company are duly authorized and recorded correctly. All
operating parameters are monitored and controlled. The top management
and the Audit Committee of the Board of Directors review the adequacy
and effectiveness of internal control systems from time to time.
31. 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 Company has not received any complaint of sexual
harassment during the year under review.
32. RBI Guidelines
As a Non Deposit taking Non-Banking Finance Company, your Company
always aims to operate in compliance with applicable RBI Laws and
regulations and employs its best efforts towards achieving the same.
33. Human Resources
Your Company treats its "human resources" as one of its most important
assets. We focus on all aspects of the employee lifecycle. This
provides holistic experience for the employees as well. During their
tenure at the Company, employees are motivated through various skill
development programs. We create effective dialogue through our
communication channels to ensure effective dialogue through our
communication channels to ensure that feedback reach the relevant team,
including leadership.
Your Company continuously invests in attraction, retention and
development of talent on an ongoing basis. A number of programs that
provide focused people attention are currently underway. Your Company
thrust is on the promotion of talent internally through job rotation
and job enlargement.
34. Segment-wise performance
The Company is into single reportable segment only.
35. Acknowledgements
Your Directors are grateful to the Government of India, the Reserve
Bank of India, the Securities and Exchange Board of India, the Stock
Exchanges and other regulatory authorities for their valuable guidance
and support and wish to express their sincere appreciation for their
continues co-operation and assistance. We look forward for their
continued support in future.
Your directors would like to express their sincere appreciation for the
assistance and cooperation received from banks, customers, vendors,
Government, members and employees during the year under review.
Finally, the Directors thank you for your continued trust and support.
For and on Behalf of the Board
Sd/-
Date : 3rd September, 2015 Peeyush Kumar Aggarwal
Place: New Delhi Chairman
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