annual report for 2007-08 bpl

2 BPL Limited

BOARD OF DIRECTORS

Ajit G Nambiar, Chairman & Managing Director

Anju Chandrasekhar

S Padmakumar

KS Prasad

Capt. S Prabhala

K Jayabharath Reddy

Suraj L Mehta

M Sudhendranath, Nominee - ICICI (upto 11.11.2008)

Subhash Bathe

COMPANY SECRETARY &COMPLIANCE OFFICER

V Ravi

AUDITORS

M/s. T Velu Pillai & Co.,Chartered Accountants, Bangalore

REGISTERED OFFICE

BPL Works, Palakkad 678007, Kerala

CORPORATE OFFICE

Dynamic House, No. 64, Church Street,Bangalore 560 001

MANUFACTURING FACILITIES

BPL Works, Palakkad 678 007, Kerala

Doddaballapur 561 203, Bangalore District

Corporate Information

Contents Page No.

Notice ......................................................................................... 3-5

Directors' Report ................................................................... 6-9

Report on Corporate Governance ............................. 10-15

Auditors' Report ................................................................ 16-17

Balance Sheet ........................................................................... 18

Profit and Loss Account ........................................................ 19

Schedules Forming Part of the Accounts ............... 20-26

Balance Sheet Abstract ......................................................... 27

Cash Flow Statement ............................................................. 28

Statement Pursuant to Section 212 &

Auditors' Report on Consolidated

Statement of Accounts ......................................................... 29

Consolidated Balance Sheet .............................................. 30

Consolidated Profit and Loss Account ............................ 31

Schedules Forming Part of

Consolidated Accounts .................................................. 32-35

Consolidated Cash Flow Statement ................................. 36

Accounts of Subsidiary Companies .......................... 37-42

Admission Slip .......................................................................... 43

Annual Report 2008-2009 3

Notice of Annual General Meeting

NOTICE is hereby given that the 45th Annual General Meeting of BPL Limited, will be heldon Wednesday, the 30th September, 2009 at 10.00 A.M. at Sri Chackra International, KrishnaGardens, Chandranagar P.O., Palakkad - 678 007, Kerala, to transact the following business:

ORDINARY BUSINESS

1) To consider and adopt the Profit & Loss Account for the year ended 31st March, 2009and the Balance Sheet as at that date together with Reports of Directors and theAuditors thereon.

2) To appoint a Director in place of Mr. K S Prasad, who retires by rotation, and being eligible,offers himself for re-election.

3) To appoint a Director in place of Mr. S Padmakumar, who retires by rotation, and beingeligible, offers himself for re-election.

4) To appoint Auditors to hold office from the conclusion of this Meeting until theconclusion of the next Annual General Meeting and to authorise the Board of Directorsto fix their remuneration.

SPECIAL BUSINESS

5) To consider and if thought fit, to pass with or without modification(s), the followingresolution as an Ordinary Resolution:

“RESOLVED that pursuant to the provisions of Section 16, 94 and all other applicableprovisions, if any, of the Companies Act, 1956 (including any statutory modification or re-enactment thereof for the time being in force), the Authorized Share Capital of the Companybe and is hereby reclassified from the existing Rs. 225,00,00,000/- (Rupees two hundredtwenty five Crores only) comprising of 5,00,00,000 (Five Crores) Equity Shares of Rs 10/-(Rupees Ten only) each and 1,75,00,000 (One Crore Seventy Five Lakhs only) RedeemablePreference Shares of Rs.100/- ( Rupees One Hundred only) each to Rs. 225,00,00,000/-(Rupees Two Hundred Twenty Five Crores only) comprising of 5,50,00,000 (Five Crores FiftyLakhs) Equity Shares of Rs 10/- (Rupees Ten only) each and 1,70,00,000 (One Crore SeventyLakhs only) Redeemable Preference Shares of Rs.100/- ( Rupees one hundred only) each,and consequently, the existing Clause V of the Memorandum of Association of the Company,relating to Share Capital be and is hereby altered by deleting the same and substituting inits place and stead, the following as new Clause V:

V. “The Authorised Share Capital of the Company is Rs.225,00,00,000/- (Rupees TwoHundred Twenty Five Crores only) comprising 5,50,00,000 (Five Crores Fifty Lakhs ) EquityShares of Rs.10/- (Rupees Ten only) each and 1,70,00,000 (One Crore Seventy Lakhs)Redeemable Preference Shares of Rs.100/- (Rupees One Hundred only) each with apower to increase or reduce the capital of the Company and to divide the shares in thecapital for the time being into several classes and to attach thereto respectively, suchpreferential, deferred, qualified or special rights, privileges or conditions, as may bedetermined by or in accordance with the Articles of Association of the Company and tovary, modify, amalgamate or abrogate any such rights, privileges or conditions in suchmanner as may be permitted by the Companies Act, 1956 or the Articles of Associationof the Company, for the time being”.

6) To consider and if thought fit, to pass with or without modification(s), the followingresolution as a Special Resolution:

RESOLVED THAT in accordance with the provisions of Section 31 and all other applicableprovisions, if any, of the Companies Act, 1956, the Articles of Association of the Company beand is hereby altered as follows :

A. The existing Article 3 of the Articles of Association of the Company be and is herebydeleted and be substituted in its place by the following new Article:

New Article 3:

“The Authorised Share Capital of the Company is Rs.225,00,00,000/- (Rupees Two HundredTwenty Five Crores only) comprising 5,50,00,000 (Five Crores Fifty Lakhs ) Equity Shares ofRs.10/- (Rupees Ten only) each and 1,70,00,000 (One Crore Seventy Lakhs) RedeemablePreference Shares of Rs.100/- (Rupees One Hundred only) each, with a power to increase orreduce the capital of the Company and to divide the shares in the capital for the time beinginto several classes and to attach thereto respectively, such preferential, deferred, qualifiedor special rights, privileges or conditions, as may be determined by or in accordance withthe Articles of Association of the Company and to vary, modify, amalgamate or abrogateany such rights, privileges or conditions in such manner as may be permitted by theCompanies Act, 1956 or the Articles of Association of the Company, for the time being”.


RESOLVED THAT in accordance with the provisions of Section 31 and all other applicableprovisions, if any, of the Companies Act, 1956, the Articles of Association of the Company beand is hereby altered by inserting a new Article 4A, after Article 4( c) as follows :

New Article 4A:

Subject to the provisions of the Companies Act, 1956 and the Articles of Association, theBoard may from time to time, create, offer and issue to or for the benefit of the Company’semployees and to such categories of Directors as may be permitted and to the employees /Directors of the Company’s Holding Company or Subsidiary Companies, such number ofequity shares of the Company of the face value of Rs. 10/-, for subscription on such termsand conditions, as may be determined by the Board/Committee of the Board, prior to theissue and offer, in consultation with the authorities concerned, and in accordance with suchGuidelines / Regulations or other provisions of law, as may be prevalent at that time, butranking pari passu, with the existing equity shares of the Company :

1. The issue price of such shares shall be determined by the Board /Committee of the Boardin accordance with the laws prevalent at the time of the issue.

2. In the alternative to equity shares mentioned above, the Board /Committee of the Boardmay also issue bonds, equity warrants or other securities convertible or non-convertibleinto equity shares, as may be permitted in law, from time to time.

All such issues as above are to be made in pursuance of Employees’ Stock Option Scheme(ESOS/ ESOP) or in such other forms as may be permitted in law, to be drawn up and approvedby the Board/Committees of the Board.


RESOLVED THAT pursuant to the provisions of Section 81(1A) and all other applicableprovisions, if any of the Companies Act, 1956 (including any statutory modification(s) or re-enactments thereof for the time being in force), the Memorandum and Articles of Associationof the Company, Listing Agreements entered into by the Company with the Stock Exchangeswhere the shares of the Company are listed, Disclosure and Investor Protection Guidelinesissued by the Securities and Exchange Board of India (SEBI) and other applicable Regulations/ Guidelines and subject to such other approvals, permissions, consents and/or sanctions asmay be necessary or expedient under the applicable laws, rules and regulations and subjectto such terms, conditions, alterations and modifications as may be considered appropriate,and agreed to by the Board of Directors (hereinafter referred to as “the Board”, which termshall include any Committee of Directors), consent of the Company be and is hereby accordedto the Board to offer, issue, and allot in one or more tranche(s) 20,00,000 equity shares to theEmployees/ such categories of Directors as may be permitted, through a Employee StockOption Scheme, determined in accordance with SEBI (Employee Stock Option Scheme andEmployee Stock Purchase Scheme), Guidelines, 1999, as amended, on such terms andconditions as the Board of Directors in its absolute discretion may deem fit and that theBoard be and is hereby authorized to finalise all matters incidental thereto as it may in itsabsolute discretion think fit, in accordance with all applicable laws, rules and regulationsfor the time being in force.

“RESOLVED FURTHER THAT pursuant to the provisions of the Listing Agreement executedby the Company with the Stock Exchanges that the total options granted to the Non-Executive Directors including independent directors of the company shall not exceed10% (ten percent) of the total options granted to the employees, in any financial year and inaggregate, during the tenure of this scheme.

RESOLVED FURTHER THAT the equity shares so issued under Employee Stock OptionScheme shall rank pari passu with the existing equity shares of the Company in all respectsincluding payment of dividend.

RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board be andis hereby authorized to agree, make and accept all such term(s), condition(s), modification(s)and alteration(s) as it may deem fit including those stipulated or required by any relevantauthorities or by their bye-laws, rules, regulations or guidelines and the Board is also herebyauthorized to resolve and settle all questions, difficulties or doubts that may arise in regardto such offer, issue and allotment, to finalise and execute all agreements, documents andwritings and to do all acts, deeds and things in this connection and incidental as the Boardmay in its absolute discretion deem fit without being required to seek any further consent orapproval of the Company or otherwise to the end and intent that they shall be deemed tohave been given approval thereto expressly by the authority of this Resolution.

“RESOLVED FURTHER THAT the Company shall conform to the accounting policiesprescribed from time to time under the ESOP Guidelines.


RESOLVED THAT pursuant to the provisions of Section 81(1A) and all other applicableprovisions, if any of the Companies Act, 1956 (including any statutory modification(s) or re-enactments thereof for the time being in force), the Memorandum and Articles of Associationof the Company, Listing Agreements entered into by the Company with the Stock Exchangeswhere the shares of the Company are listed, Disclosure and Investor Protection Guidelinesissued by the Securities and Exchange Board of India (SEBI) and other applicable Regulations/ Guidelines and subject to such other approvals, permissions, consents and/or sanctions asmay be necessary or expedient under the applicable laws, rules and regulations and subjectto such terms, conditions, alterations and modifications as may be considered appropriate,and agreed to by the Board of Directors (hereinafter referred to as “the Board”, which termshall include any Committee of Directors), consent of the Company be and is hereby accordedto the Board to offer, issue, and allot in one or more tranche(s) of equity shares through aEmployee Stock Option Scheme, determined in accordance with SEBI (Employee Stock OptionScheme and Employee Stock Purchase Scheme), Guidelines, 1999, as amended, on such termsand conditions as the Board of Directors in its absolute discretion may deem fit and thatthe Board be and is hereby authorized to finalise all matters incidental thereto as it may inits absolute discretion think fit, in accordance with all applicable laws, rules and regulationsfor the time being in force to the employees and such categories of Directors of anySubsidiaries, of the Company, as may be permitted under SEBI Guidelines, out of the totalshares earmarked under the Employees’ Stock Option Scheme.

“RESOLVED FURTHER THAT pursuant to the provisions of the Listing Agreement executedby the Company with the Stock Exchanges that the total options granted to the Non-Executive Directors including independent directors of the subsidiary companies shall notexceed 10% (ten percent) of the total options granted to the employees of such subsidiarycompanies, in any financial year and in aggregate, during the tenure of this scheme, out ofthe total quantity to be determined for the subsidiary companies.

RESOLVED FURTHER THAT the equity shares so issued under Employee Stock OptionScheme shall rank pari passu with the existing equity shares of the Company in all respectsincluding payment of dividend.

4 BPL Limited

RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board be andis hereby authorized to agree, make and accept all such term(s), condition(s), modification(s)and alteration(s) as it may deem fit including those stipulated or required by any relevantauthorities or by their bye-laws, rules, regulations or guidelines and the Board is also herebyauthorized to resolve and settle all questions, difficulties or doubts that may arise in regardto such offer, issue and allotment, to finalise and execute all agreements, documents andwritings and to do all acts, deeds and things in this connection and incidental as the Boardmay in its absolute discretion deem fit without being required to seek any further consent orapproval of the Company or otherwise to the end and intent that they shall be deemed tohave been given approval thereto expressly by the authority of this Resolution.

“RESOLVED FURTHER THAT the Company shall conform to the accounting policiesprescribed from time to time under the ESOP Guidelines.

By order of the Board

Bangalore V Ravi25.08.2009 Company Secretary

Registered Office : BPL Works, Palakkad-678 007, Kerala.

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND

AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE PROXY SO APPOINTED NEED NOT BE A MEMBER OF

THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED AT THE COMPANY’S REGISTERED

OFFICE NOT LATER THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING. PROXIES,

ONCE ISSUED WILL HOLD GOOD FOR ANY ADJOURNMENT OF THIS ANNUAL GENERAL MEETING.

2. Members / Proxies should bring the Attendance Slip sent herewith duly filled in, forattending the Meeting.

3. The Register of Members and Share Transfer Books of the Company will be closed from21st September, 2009 to 30th September, 2009 (both days inclusive).

4. Shareholders intending to require information about accounts, to be explained at theMeeting, are requested to inform the Company at least a week in advance of theirintention, so that the papers relating thereto may be made available, if the Chairmanpermits such information to be furnished.

5. Pursuant to the clauses of the listing agreement, additional information on Directorsseeking re-election at the Annual General Meeting is appended to this Notice.

6. Shareholders are requested to address all their correspondence including on mattersrelated to Share Transfers, Non-receipt of Annual Report etc., to the Investors’ ServiceCell, at Dynamic House, No. 64, Church Street, Bangalore – 560 001.

By order of the Board

Bangalore V Ravi25.08.2009 Company Secretary

Registered Office : BPL Works, Palakkad-678 007, Kerala.

ANNEXURE TO NOTICE

Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956

In conformity with the provisions of Section 173(2) of the Companies Act, 1956, the followingexplanatory statement sets out all material facts relating to the special business mentionedin the accompanying Notice and should be taken as forming part of the Notice.

Item Nos. 5 and 6

It is proposed to reclassify the Authorised Share Capital of the Company by reducing 5 lakhsof Preference Shares (i.e. from 175 lakhs to 170 lakh shares ) of Rs.100/- each, and enhancingthe Equity Shares by 50 lakhs (from existing 500 lakhs to 550 lakhs shares) of Rs.10/ eachaggregating Rs.5 crores, in view of the proposed introduction of Employee Stock OptionScheme (ESOP), to reward employees for their continuous hard work, dedication and support,which has led the company on a growth path and to enable the employees to enjoy the fruitsof growth that the company has witnessed in the recent past. A detailed explanatory note onthe Employee Stock Option Scheme has been furnished below vide Item No. 8 of theExplanatory Statement. Consequently, the relevant clauses in the Memorandum and Articlesof Association of the Company require suitable amendments, as mentioned in Resolutionsunder Item Nos. 5 and 6 of the Notice.

Accordingly, consent of the Shareholders has been sought to reclassify the Authorized ShareCapital of the Company, as stated above.

Sections 16,94 and 31 of the Companies Act, 1956, provide inter-alia that the reclassification/alteration of Capital Clauses in the Memorandum and Articles of Association of the Company,requires the consent of the Shareholders in a General Meeting.

A copy of the Memorandum and Articles of Association of the Company being amended isopen for inspection by the members during the office hours at the Registered Office of theCompany. The Directors recommend the Resolutions as set out in item Nos. 5 and 6 formembers’ approval.

None of the Directors of the Company is concerned or interested in the Resolutions.

Item No. 7

It is proposed to alter the Articles of Association by inserting a new Article “4A” after Article4(c), for the purpose of enabling issue of equity shares to the permanent employees/directorsof the company and its subsidiaries under the Employee Stock Option Scheme (ESOP),pursuant to applicable SEBI Guidelines.

Pursuant to Section 31 of the Companies Act, 1956, the amendment in the articles ofassociation requires the consent of the shareholders of the Company in the General Meeting.

The Directors recommend the Resolutions as set out in item No. 7 for members’ approval.

None of the Directors of the Company is concerned or interested in the Resolution.

Item No. 8

Your company has always believed in rewarding employees for their continuous hard work,dedication and support, which has led the company on a growth path. To enable more andmore employees to enjoy the fruits of growth that the company has witnessed, it is proposedto implement an Employee Stock Option Scheme called ESOS -2009. The main objective ofthe scheme is to give employees who are performing well, a certain minimum opportunity togain from the company’s performance thereby acting as a retention tool.

Stock Options have long been recognized, as an effective instrument, to align the interests ofemployees with those of the company, and its shareholders, provide an opportunity to theemployees to share in the growth of the company and create long term wealth in the handsof the employees and stock options create a common sense of ownership between theCompany and its employees, paving the way for an unified approach to the common objectiveof enhancing overall shareholders’ value.

The following explanatory statement sets out the various disclosures as required by clause6.2 of the Securities and Exchange Board of India (Employees Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines, 1999 (herein referred to as the ESOP Guidelines)and the salient features of the ESOS-2009 are as under:

(a) Total Number of Options to be granted

The total number of options to be granted under this scheme to the employees includingindependent Directors of the Company whether working in or outside India of the Company,would not exceed 20,00,000 options. One option entitles the holder of option to apply forone equity share of the company.

(b) Identification of classes of employees entitled to participate in the ESOS – 2009

The Permanent employees in the in the grade of Senior Managers & above and Independent& Whole Time Directors of the Company and also the employees and Whole time Directorsincluding Independent directors of its subsidiary Companies, including new employees joiningin future are eligible to participate in this ESOS 2009.

Employees who are either promoters or belong to promoter group as defined in SEBIGuidelines will not be eligible for grant of options under ESOS – 2009. Further, a Director whoeither by himself or through his relative or through any body corporate, directly or indirectlyholds more than 10% of the outstanding equity shares of the Company shall not be eligibleto participate in ESOS-2009.

The options granted to an employee will not be transferable to any person and shall not bepledged, hypothecated, mortgaged or otherwise alienated in any other manner.

(c) Requirements of vesting and period of vesting

The options granted shall vest so long as the employee continues to be in the employmentof the company. Vesting of options shall take place over a maximum period of 3 years with aminimum vesting period of 1 year from the date of grant.

Vesting of Employee Stock Options granted under ESOP – 2009 occurs in tranches asfollows:

Period Vesting Proportion

At the end of one year from the date of Grant 40%

At the end of two years from the date of Grant 30%

At the end of three years from the date of Grant 30%

(d) Maximum period of vesting within which the options shall be vested

The maximum period of vesting may extend up to 3 years from the date of grant of options.

(e) Exercise Price or Pricing Formula

The exercise price shall be a price, as may be determined by the Board / CompensationCommittee, which shall not be less than the par value of the share and more than the marketvalue of the share.

The Board / Compensation Committee could under special circumstances decide that theExercise Price shall be Rs.10/- per share. In such cases, the immediately succeeding Directors’Report / Corporate Governance Report shall carry details of the same.

(f ) Exercise Period and the process of Exercise

Exercise period will commence from the vesting date and may extend up to 6 months fromthe date of vesting of options. The Options will be exercisable by the Employees by a writtenapplication to the designated officer of the Company to exercise the Options, in such mannerand on execution of such documents, as may be prescribed by the ESOS CompensationCommittee under the Scheme. The Options will lapse if not exercised within the specifiedexercise period.

(g) Appraisal Process for determining the eligibility of employees to ESOS–2009

Performance Appraisal & Development System for ESOS

Objectives

• To serve as a means of increasing organizational effectiveness

• To provide an opportunity for promoting an atmosphere of trust and openness

Annexure to Notice


• To reward meritorious performance

• To set individual performance target, in line with organizational goals &

• To bring in a culture of customer service.

All regular employees’ performance will be reviewed annually. Review period for allcategories will be 1st April to 31st March every year.

Employees who have completed 6 months of service as on 1st of July after confirmationwill come under Annual Review. All review guidelines printed on the review forms willbe strictly followed.

(h) Maximum number of options to be issued per employee and in aggregate

The maximum number of options to be granted to each employee will depend upon therank/designation of the employee as on the date of grant of options. However, no employeeshall be entitled to more that 1% of the issued capital at the time of grant of options in anysingle fiscal year of the company. Total number of options in aggregate reserved under theScheme is 20,00,000. The Compensation Committee shall decide on the number of optionsto be granted to each employee within this limit.

As per the revised Clause 49 of the Listing Agreement, the resolution for introducing EmployeeStock Options should specify the limits for the maximum number of stock options that canbe granted to Non-Executive Directors, including Independent Directors, in any financial yearand in aggregate. Accordingly, it is proposed to fix the following limits for Non-executivedirectors:

- Not to exceed 10% (ten percent) of the total options granted to the employees, in anyfinancial year and in aggregate, during the tenure of this scheme.

(i) Accounting Methods

The company shall conform to the accounting policies specified in Clause 13.1 of the SEBI(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999,and /or such other guidelines as may be applicable from time to time.

(j) Method of valuation of these options

The Company shall calculate the employee compensation cost using intrinsic value method.The difference between the compensation cost so calculated and the compensation costthat would have been recognized if the Company had used Fair Value Method and its impacton the profits and earnings per share shall be disclosed in the Directors’ Report.

(k) Disclosures in the Directors’ Report

The Company shall calculate the employee compensation cost using the intrinsic value ofthe stock options. The difference between the employee compensation cost so computedand the employee compensation cost that shall have been recognized if the company hadused the fair value of the stock options shall be disclosed in the Directors Report and also theimpact of this difference on profits and on EPS of the company shall also be disclosed in theDirectors Report.

Clause 6 of the ESOP Guidelines requires that any ESOS scheme for offering stock options tothe employees of the company must be approved by the shareholders by way of a specialresolution. Furthermore, as the scheme will entail further shares to be offered to personsother than existing shareholders of the company, consent of the members is required by wayof a special resolution pursuant to the provisions of Section 81(1A) of the Companies Act,1956.

Accordingly the resolutions set as Item No. 8 are being placed for the approval of shareholderspursuant to the provisions of Section 81 (1A) of the Companies Act, 1956 and Clause 6 of theESOP Guidelines and all the applicable provisions of law for the time being in force.

Yours Directors recommend the resolutions to be passed as Special Resolutions.

Capt. S Prabhala, Mr.K Jayabharath Reddy, Mr.Suraj L Mehta, Mr.K S Prasad, Mr. S Padma Kumarand Mr.Subhash Bathe, Directors, are deemed to be interested or concerned in this resolutionto the extent of stock options/ equity share that may be granted to them under the Scheme.

Mr.Ajit G Nambiar and Ms.Anju Chandrasekhar, Directors of the Company, are not concernedor interested in the Resolutions.

Item No. 9

It is proposed to extend the Employee Stock Option Scheme called ESOS -2009 to theemployees and directors of the subsidiary companies. The main objective of the scheme is togive employees who are performing well, a certain minimum opportunity to gain from thecompany’s performance thereby acting as a retention tool.

Clause 6.3 (a) of the ESOP Guidelines requires that any ESOS scheme for offering stock optionsto the employees of the subsidiary company must be approved by the shareholders by wayof a special resolution. Furthermore, as the scheme will entail further shares to be offered topersons other than existing shareholders of the company, consent of the members is requiredby way of a special resolution pursuant to the provisions of Section 81(1A) of the CompaniesAct, 1956.

Accordingly the resolutions set as Item No. 9 are being placed for the approval of shareholderspursuant to the provisions of Section 81 (1A) of the Companies Act, 1956 and Clause 6.3 (a) ofthe ESOP Guidelines and all the applicable provisions of law for the time being in force.

Yours Directors recommend the resolutions to be passed as Special Resolution.

Except Capt. S Prabhala, who is a Director of one of the Subsidiaries and who may be grantedstock options/ equity shares under the Scheme, none of the other Directors are interested orconcerned in this resolution.

INFORMATION ON DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT AT THEANNUAL GENERAL MEETING

Mr. K S PRASAD

Mr. K S Prasad, 75 has been associated with BPL for more than two decades. He is a graduatein science and holds a post-graduate diploma from Madras Institute of Technology. He bringswith him extensive business experience and is a well-known coffee planter.

Mr. K S Prasad is the Chairman of Investors’ Relation Committee of BPL Limited.

MR. S PADMAKUMAR

Mr. S Padmakumar, 75, has been associated with the Company for nearly 2 decades. After adistinguished academic career, he entered the Indian Administrative Service, during whichhe had held several key positions including those of Industries Secretary, Finance Secretary,Chairman and Managing Director of Kerala State Industrial Development Corporation (KSIDC),amongst others, before retiring as Chief Secretary to the Government of Kerala. He hasconsiderable experience in the management of industrial undertakings both as ChiefExecutive and at the Board level. He continues to serve on the Boards of several Companiesother than BPL Limited.

Companies in which Mr. S Padmakumar is a Director : English Indian Clays Limited, BinaniIndustries Limited, Binani Cement Limited, Binani Zinc Limited, Binani Lead Limited, Goa FibreLimited, City Theatres Private Limited

Names of the Company in which Mr. S Padmakumar is a Chairman / Member of Committee / s

Sl. No. Name of the Company Nature of position

A Audit Committee

Binani Industries Limited Chairman

Binani Cement Limited Chairman

Goa Fibre Glass Limited Member

Binani Lead Limited Member

B Investors’ Relation Committee

Binani Industries Limited Member

Binani Cement Limited Chairman

Goa Fibre Glass Limited Member

Mr. S Padmakumar is also a member of the Audit Committee and Investors’ RelationCommittees of BPL Limited.

Annexure to Notice

ATTENDANCE RECORD OF DIRECTORS WHO SEEK APPOINTMENT / RE-APPOINTMENT AT THE ANNUAL GENERAL MEETING

Name of the Director No. of Board Meetings No. of Board Last AGM Attendance No. of

held during 2007-2008 Meetings attended (Yes/No) Shares held

Mr. K S Prasad 5 5 Yes 3,29,400

Mr. S Padma Kumar 5 3 Yes Nil

By Order of the Board

Bangalore V Ravi

25th August, 2009 Company Secretary

Registered Office: BPL Works, Palakkad 678 007, Kerala.

6 BPL Limited

To the Members,

Your Directors present the Forty Fifth Annual Report on the business and operations of the Company, together with theAudited Statement of Accounts for the year ended March 31, 2009. The financial highlights on the operations of theCompany are as follows:

Financial Highlights (Rs. in Crores)

Particulars Year ended

31.03.2009 31.03.2008

Net Sales and other income 77.19 118.13

Profit before Interest, Depreciation and Tax (0.53) (21.94)

Less: Interest 11.85 12.03

Depreciation 11.40 11.47

Provision for Diminution in value of investments 26.57 90.75

Provision for doubtful advances/ debts 29.01 -

Profit / (Loss) before Tax (79.36) (136.19)

Deferred Tax Asset 66.07 90.22

Fringe Benefit Tax 0.18 0.26

Profit / (Loss) after Tax (13.47) (46.23)

Directors’ Report and Management Discussion & Analysis

❒ BUSINESS OVERVIEW

Working Capital constraints continue to impact the operatingbusinesses and coupled with closure of the unviableEngineering Plastics & Design Solutions business, the net sales& other income of the Company had declined from Rs. 118.13Crores during the year 2007- 08, to Rs.77.19 Crores, for theyear 2008-09.

Your Company is making concerted efforts to effectivelyaddress the working capital requirements & is confident offinding a suitable solution, during the current financial year. This,along with a few new initiatives taken, as explained in thefollowing paragraphs, will help in reviving the operations of theCompany, to a sustainable level.

Your Directors regret their inability to recommend anydividend due to losses incurred, by the Company, during theyear under review.

❒ HEALTH MANAGEMENT SOLUTIONS (HMS)

In order to denote the wider range of applications, services &products & to emphasize the enhanced focus on the same, thename of the Business Group has been changed to HEALTH

MANAGEMENT SOLUTIONS, from Heath Care Business Group.

❍ Industry structure & developmentsThe medical equipment market in India is currently estimatedto be in the region of around 12,000 Crores and is growing at12-14% year on year. 60% of this is imported. The Indian MedicalDevice Industry is ramping up its R&D, as also is manufacturing

for exports. This includes Alleges, L&T Medical, RMS, Nasan, etc.The regulatory framework Bill for Medical Devices is currentlyin Parliament. Once in place, it would serve to eliminate playerswho produce sub-standard products. This will throw upchallenges for several players in the Indian market. GE & Philipswho have traditionally been in the high-end devices space, areplanning to enter into the secondary Healthcare space and areexpanding their footprint to Tier II cities.

Despite severe constraints in working Capital and unfavourablecurrency movements, the Group ended the year with NetRevenues of Rs. 51.92 Crores, as compared to Rs. 64.54 Crores in2007-08.

❍ Opportunities and Threats

During the year, the Group entered into a major StrategicInitiative with Welch Allyn, the undisputed Global leader inFrontline Diagnostic Products. This should translate intosignificant revenues for the Company in the coming years.Additionally, the Company has signed an exclusive distributionarrangement with Shimadzsu of Japan for X-rays andUltrasound imaging products. During the year, the businessinitiated the development of two new products viz. A4 ECG andPublic Access Defibrillators. These are expected to be marketedduring the current year.

The Group had embarked upon several cost reductioninitiatives, primarily in the areas of procurement, logistics andmanpower rationalization. The pace of technology change is akey risk for players in this area.



❍ Outlook

Health Management Solutions Group continues to address thegrowing needs of the primary and the secondary sectors ofthe healthcare market. Plans are afoot to introduce a range ofdiagnostic products in the area of cardiology, diagnosticimaging, patient monitoring and personal care, which aretelemedicine-enabled. These products and solutions are widerin range & will cut across Point-of-Care, Acute-Care, Sub-AcuteCare and Home-Care areas. The Group has entered into formalarrangements with a number of global technology providersfor Original Equipment Manufacturers (OEMs) and technologytransfer. Also, other strategic partnerships for healthcareprojects are being actively explored. The Company expects thatsome of these initiatives should materialize during the courseof this financial year.

❒ PCB BUSINESS

❍ Industry structure & developments

PCB demand for varied applications in the areas of domesticlighting for CFL lamps, automotive industry and chargers andadapters for consumer electronics continued to show healthygrowth during the current year.

The Group’s margins have decreased due to capacity build upin the industry, Chinese competition, closure of operations ofone of the principal customers and the problem has beencompounded by the increase in the LCD TV segment, since thedemand for single layer PCBs is from CRT-based CTV, which hasdeclined significantly.

The new markets entered by the Group during the year wereLighting (CFL & Electronic Ballast).

❍ Outlook

Overcoming the working capital constraints will enable theGroup to tap the supply of PCB for the new technologies indomestic lighting and mobile phone charger / adapter.

The Group, in order to meet the quality & volume demandsof the customers, is actively pursuing options to increasethe capacity utilization of the plant and to improve theprofitability.

❒ ALKALINE BATTERY BUSINESS

❍ Industry structure & developments

While the domestic market has shown growth in the lastcouple of years, the global market continues to remainhighly competitive. The Company faced with workingcapital constraints could not provide funds for theoperations of the division. However, your Company continuesthe discussions with possible Joint Venture partner to examinethe possibility of transfer of the business to a Joint VentureCompany.

❒ FINANCIAL PERFORMANCE AND ANALYSIS

❍ Share Capital

During the year, there was no change in the share capital of theCompany. The paid up Equity Share capital of the Company ason 31st March, 2009 was Rs.48.51 Crores comprising 4,85,10,244equity shares of Rs 10/- each, fully paid up. The paid upPreference Share Capital of the Company as on 31st March, 2009was Rs. 169.59 Crores consisting of 1,69,58,682 RedeemablePreference Shares of Rs.100/- each.

❍ Reserves & Surplus

There was no change in the Reserves of the Company, duringthe year 2008-09 and it stood at Rs.236.36 Crores.

❍ Borrowings

Total borrowings of the Company as on 31st March, 2009 stoodat Rs.300.63 Crores.

❍ Capital ExpenditureThe capital expenditure of the company for the financial yearended 31st March, 2009 was Rs.1.19 Crores. The Company hadinvested Rs.0.10 Crores in Plant & Machinery and Rs. 1.09 Croresin other Fixed Assets.

❍ Depreciation and Amortization

The details of depreciation and amortization have beenprovided in the notes to accounts. No significant changes weremade in the depreciation policies.

❍ Corporate Tax

Since the company has not generated any taxable income forthe period, no provision for taxes has been made in the books.

❍ HR PRACTICES AND MAJOR INITIATIVES

The human resource team has redrawn work allocations andorganization structures to optimize work efficiency. A road mapto create employee-centric policies drawing on the bestpractices in the industry has been formalized.

❍ SAFETY, HEALTH AND ENVIRONMENT

Your Company continues to lay stress on safety and healthyworking environment at all its units. Activities like stressmanagement through meditation and yoga were undertakenfor all levels of employees.

Your Company had 421 employees as on March 31, 2009.

❒ DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of theCompanies Act, 1956 with respect to Directors’ ResponsibilityStatement, it is hereby confirmed that:

i) in the preparation of the accounts for the year ended 31stMarch, 2009, the applicable accounting standards had beenfollowed along with proper explanation relating to materialdepartures;

ii) the Directors had selected such accounting policies and

8 BPL Limited


applied them consistently and made judgments andestimates that were reasonable and prudent so as to givea true and fair view of the state of affairs of the companyat the end of the financial year and of the loss of thecompany for the year under review;

iii) the Directors had taken proper and sufficient care forthe maintenance of adequate accounting records inaccordance with the provisions of the Companies Act,1956, for safeguarding the assets of the companyand for preventing and detecting fraud and otherirregularities; and

iv) the Directors had prepared the accounts for the yearended 31st March, 2009, on a ‘going concern’ basis.

❒ PUBLIC DEPOSITS

Your Company had stopped accepting / renewing depositsfrom the public.

❒ SUBSIDIARY COMPANIES

BPL Display Devices Limited, Bharat Energy Ventures Limitedand BPL Securities Private Limited are the subsidiaries of theCompany.

The audited accounts and other particulars pursuant to Section212(1) of the Companies Act, 1956 relating to Bharat EnergyVentures Limited and BPL Securities Private Limited areappended to this Report.

BPL Display Devices Limited had been ordered to be woundup as per the orders of the Honorable High Court of Allahabad,on 17th October, 2008. Hence, the accounts of the saidCompany do not form part of this report.

❒ PARTICULARS OF EMPLOYEES

Information required to be furnished in terms of Section 217(2A) of the Companies Act. 1956, read with the Companies(Particulars of Employees) Rules, 1975, is given as an Annexureto this Report.

❒ CONSERVATION OF ENERGY

Though not a large scale user of energy, BPL has takenseveral measures to conserve scarce resources and protectthe environment. These efforts have collectively resulted insecuring the ISO 14000 EMS (Energy ManagementSystems) Certification. They include Water Recycling,Waste Recycling, Solder Fumes Control and Power FactorImprovement.

❒ RESEARCH & DEVELOPMENT, TECHNOLOGYABSORPTION, ADAPTATION AND INNOVATION

BPL has continually invested into efforts for developingtechnologies and products for affordable healthcare. A numberof products that were “telemedicine” enabled were introducedduring the year and have been actively introduced intothe market. BPL also partnered with the local governmentsand NGOs in developing products that addressed specificlocal needs.

❍ Specific Areas in which Research & Development iscarried out by the Company

The BPL HMS Group’s focus on frontline care and in the primarycare area has developed a range of diagnostic medicalequipment that empowers the healthcare personnel in thefrontline. These products incorporate the state of the arttechnologies and also are built to perform under the rigorousconditions of rural India. India’s first biphasic defibrillator waslaunched in this year and a family of cardiac resuscitationdevices, including a public access defibrillator, are planned forrelease in the early part of next year.

❍ Benefits derived from R & D

As a result of the Company’s R & D activities, it has been able toretain its technological leadership, achieve cost reduction andretain customer acceptance despite working capitalconstraints.

❍ Future plan of action

In line with the R&D road map and to put the Division on a fasttrack, HMS Group has entered into agreements with a numberof global technology companies in order to bring latest &appropriate technologies. These products will drive the cost ofhealthcare down by promoting early stage diagnosis.

Your Company has entered into a licensing agreement withCorscience in Germany for using the Defibrillator technology.

❒ R&D EXPENDITURE

R & D Expenditure during the year amounted to Rs.3.36 Crores,which is 4.35% of the turnover.

❒ FOREIGN EXCHANGE OUTGO

During the period under review, your Company utilized foreignexchange worth Rs.32.94 Crores.

❒ DIRECTORS

Mr. K S Prasad and Mr. S Padmakumar, Directors, retire byrotation, at the ensuing Annual General Meeting and areeligible for re-appointment.

❒ AUDITORS

M/s T Velu Pillai & Co., Chartered Accountants, Bangalore, retireat the ensuing Annual General Meeting and are eligible for re-appointment.

❒ MANAGEMENT DISCUSSION & ANALYSIS

Your Directors have covered the Management Discussion &Analysis as required under the Corporate Governancerequirements, as a part of the Directors’ Report in appropriateplaces, to avoid duplication and overlapping of the contentsof the said two reports.

❒ ACKNOWLEDGEMENT

The Board wishes to record its appreciation of the continuedsupport and efforts put in by each and every employee of theCompany during this difficult phase, your company is passingthrough. The Board also acknowledges the support receivedfrom SANYO (Japan) and the continued co-operation received


from Dealers, Suppliers, Banks, Financial Institutions andShareholders.

For and on behalf of the Board of Directors

Bangalore Ajit G Nambiar15th May, 2009 Chairman & Managing Director

❒ ADDENDUM TO DIRECTORS’ REPORT

Point No. 9 to Annexure to the Auditors' Report

There have been instances of delays in remittance ofundisputed statutory dues including Income Tax Deducted

at Source, Provident Fund, Employees’ State Insurance, SalesTax, Service Tax, Customs Duty, Excise Duty, and otherstatutory dues. Some of the Statutory dues have beenoutstanding for more than six months from the date onwhich they became payable.

Due to cash flow constraints, there have been some delays;however, most have since been cleared.



Sl. Name Designation Qualification Gross Remu- Age Experience Date of PreviousNo. neration (in yrs) (in yrs) Commencement Employment /

(Rs.) of Employment Position held

1. Ajit G Nambiar Chairman & BS in Computer Engg. 80,16,000/- 46 24 02.12.1993 Managing DirectorManaging Director Technology, Boston Electronic Research Pvt. Ltd

University, USA2. Shashi Nambiar Chief Tech. Officer B.E. (Electrical) 37,88,965/- 48 24 01.02.2008 Director - NI Micro

Technologies Pvt. Ltd.3. A Vijaya Simha Chief Operating M.Sc (Tech), MMS, 32,90,443/- 53 28 15.05.2006 CEO-Europe and America

Officer PGD Unisantis, S.A, Switzerland4. M V Ramdas Sr. VP-Projects BE(Mech), MBA 53,50,927/- 50 25 01.04.2006 VP & CFO - BPL Power

Projects (AP) Pvt. Ltd.5. S Hariharan Chief Taxation B.Com., ICWA, LLB 30,09,883/- 55 35 01.01.1980 Asst. Cost Accountant

Officer Mysore Playwoods Ltd.6. S Varadarajan GM-Corporate B.Sc., ACA, DISA 32,35,241/- 57 32 07.11.1984 Manager - Accounts &

Accounts Admin. Malabar Spinning& Weaving Mills Ltd.

7. S H Katti VP M. Sc. 24,49,109/- 56 33 01.02.2008 Vice President, NI MicroTechnologies Pvt. Ltd.

8. K Vishwanath Chief Corporate B.Sc., LLB 31,41,217/- 55 35 01.06.1990 Asst. Manager AdministrationAdmin Officer Electronic Research Pvt. Ltd.

9. Devendra Prasad CFO B.Com., FCA, FICWA 19,32,742/- 48 23 01.03.2002 Deputy General Manager -Ameta* Commercial, BST Ltd.

10. A M Saleem Director - B.Com., CA (Inter) 44,23,107/- 58 33 01.08.2007 Wholetime DirectorCorporate Planning BPL Display Devices Ltd.

* Employed for a part of the year.

Notes : 1. All appointments are contractual. Other terms and conditions are as per Company’s Rules.

2. Gross Remuneration includes Salary, Bonus, Medical Expenses, Company’s Contribution to Provident and Superannuation Funds and monetary value ofperquisites as per Income Tax Rules.

3. None of the employees is related to any Director of the Company, except Mr.Ajit G Nambiar, Chairman & Managing Director, who is related to Ms. AnjuChandrasekhar, Director.

For and on behalf of the Board

Bangalore Ajit G Nambiar15

th May, 2009 Chairman & Managing Director

Annexure to Directors' ReportInformation as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and forming part ofDirectors’ Report for the year ended 31st March, 2009.

Annexure to Directors' Report

10 BPL Limited

To the Members of BPL Limited,

We have examined the compliance of conditions of corporate governance by BPL Limited, for the year ended on 31st March 2009, asstipulated in Clause 49 of the Listing Agreement of the said Company with stock exchanges.

The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited toprocedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the corporategovernance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company hascomplied with the conditions of corporate governance as stipulated in the above mentioned Listing Agreement.

We state that no investor grievances are pending for a period exceeding one month against the Company as per the records maintainedby the Investors' Relation Committee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness

with which the management has conducted the affairs of the Company.

For T Velupillai & Co.Chartered Accountants

Bangalore M S Ram(26687)15th May, 2009 Partner

Auditors' Report on Corporate Governance

1. Company’s philosophy on Code of Governance

The Company has always been committed to the system of good corporate governance. The Company acknowledges thatthere are three key aspects of Corporate Governance viz., accountability, transparency and equality of treatment for allstakeholders and has identified the roles and responsibilities and also the rights of the three constituents of CorporateGovernance viz., the Shareholders, the Board of Directors and the Management which would enhance shareholder value.

Adequate financial reporting and disclosures are the corner stones of good corporate governance. The Company has been

disclosing detailed information on different issues concerning the Company’s performance from time to time.

2. Board of Directors

a) Composition, Category of Directors, Attendance at Meetings and Other Directorships / Memberships

The Company has an Executive Chairman and the number of Independent Directors is more than half of the totalstrength of the Board. The Company has complied with the requirements of Clause 49 of the Listing Agreement on thecomposition of the Board.

Other Directorships/Attendance Mandatory Committee Memberships

No. of Board No. of Board Last AGM Directorship Committee CommitteeMeetings during Meetings attendance in other Member Chairman

Directorship attended Yes/No Companies

Ajit G Nambiar Promoter - Executive 5 5 Yes 20 - -

Anju Chandrasekhar Promoter - Non-executive 5 3 No 11 1 -

Capt. S Prabhala Independent - Non-executive 5 5 Yes 5 - 1

K Jayabharath Reddy Independent - Non-executive 5 5 Yes 10 2 5

KS Prasad Independent - Non-executive 5 5 Yes - - 1

S Padmakumar Independent - Non-executive 5 3 Yes 6 5 5

Suraj L Mehta Independent - Non-executive 5 4 No 3 1 1

Subhash Bathe Independent - Non-executive 5 4 Yes 2 1 -

M Sudhendranath* Independent - Nominee (ICICI) 4 0 No 2 3 -

*Ceased to be Director w.e.f 11th November, 2008.

Report on Corporate Governance

Name of the Director Category


Report on Corporate Governance

b) Number of Board meetings held, dates on which held :

Five Board Meetings were held during the year onthe following dates: 30th June 2008, 31st July 2008,26th September 2008, 24th October 2008 and 22ndJanuary 2009.

3. Audit Committee

In terms of the Listing Agreements executed by theCompany with Stock Exchanges, and pursuant to Section292A of the Companies Act, 1956, the Company hascomplied with the requirements of Clause 49 of the ListingAgreement on the composition of the Audit Committee.

a) Terms of reference

1. Oversight of the Company’s financial reporting process.

2. Recommending the appointment and removal ofexternal auditor, fixation of audit fee and approval forpayment for other services.

3. Reviewing with management the annual financialstatements before submission to the Board, focusingprimarily on :

� Any changes in accounting policies and practices.

� Major accounting entries based on exercise ofjudgment by management

� Qualifications in draft audit report.

� Significant adjustments arising out of audit.

� The going concern assumption.

� Compliance with accounting standards.

� Compliance with Stock Exchange and legalrequirements concerning financial statements.

� Any related party transactions i.e, transactions of theCompany of material nature, with promoters or themanagement, their subsidiaries or relatives etc., thatmay have potential conflict with the interests ofCompany at large.

4. Reviewing with the management, external and internalauditors, the adequacy of internal control systems.

5. Reviewing the adequacy of internal audit functionincluding the structure of the internal audit department,staffing and seniority of the official heading thedepartment, reporting structure, coverage andfrequency of internal audit.

6. Discussion with internal auditors on any significantfindings and follow up thereon.

7. Reviewing the findings of any internal investigationsby the internal auditors into matters where there issuspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting thematter to the Board.

8. Discussion with external auditors, before the auditcommences, on the nature and scope of the audit aswell as post-audit discussions to ascertain any area ofconcern.

9. Reviewing the Company’s financial and riskmanagement policies.

10. To look into the reasons for substantial defaults in thepayment to the depositors, debenture holders,shareholders (in case of non-payment of declareddividends) and creditors.

11. Investigate any activity within its terms of reference,seek information from any employee, obtain outsidelegal or other professional advice, secure attendanceof outsiders with relevant expertise, if it considersnecessary, invite such executives of the Company, as itmay consider appropriate and have full access toinformation contained in the records of the Company.

b) Composition, name of members, chairperson andattendance at meetings

The Company constituted its Audit Committee ofDirectors during 1997-98.

Composition of the Committee as at 31st March, 2009 :

NameMeetings

During Attendedthe tenure

K Jayabharath Reddy 4 4(Chairman)S Padmakumar 4 2Suraj L Mehta 4 4M Sudhendranath* 3 0Subhash Bathe** - -

* ceased to be Member w.e.f. 11th November, 2008, ** inducted asmember w.e.f. 22nd January, 2009

c) Number of Committee Meetings held, dates onwhich heldFour Meetings of the Committee were held duringthe year on the following dates: 30th June 2008, 31stJuly 2008, 24th October 2008 and 22nd January 2009.

4. Remuneration Committee

a) Terms of Reference

To assist the Board of Directors to determine theremuneration packages for Executive Directorsincluding pension rights and payment of compensation.

b) Composition, name of members and chairperson

Composition of the Committee as on 31st March,2009 :

Mr. S. Padmakumar, Chairman, Mr. K. Jayabharath Reddyand Mr. Suraj L Mehta, Members.

The Committee did not hold any meeting during thefinancial year 2008-09.

c) Remuneration Policy

The Company has a credible and transparent policy indetermining and accounting for the remuneration ofthe Directors.

12 BPL Limited

5. Investors’ Relation Committee

The Committee held its Meeting on 30th June 2008 andon 22nd January 2009

a) Terms of Reference

- Approval of requests received for Transfer /Transmission / Transposition of shares in thephysical form

- Deletions of names

- Approval of requests received for issue of DuplicateShare Certificates

- Rejection of requests for share transfers, whereverapplicable

- Review of share transfers and time taken, issuesrelating to Refund Account, Unpaid dividend etc.,

- Establishment of Bank Accounts for dividenddistribution

- Grant of authority to Company Secretary/Othersto approve valid transfer documents in physicalform

- Redressal of complaints received from Shareholders/ Investors on non-receipt of shares after transfer inthe physical form, complaints on non-receipt ofBalance Sheets, dividends, etc.,

- Approval of requests received for rematerialisationof shares

b) The Members of the Investors' Relation Committeeare:

i) Mr. K S Prasad (Chairman) (Independent &Non – Executive)

ii) Mr. S Padmakumar and

iii) Ms. Anju Chandrasekhar

c) Name and designation of Compliance Officer

Mr. S Hariharan, Chief Taxation Officer upto 9th June,2008 and Mr.V Ravi, Company Secretary & ComplianceOfficer from 10th June, 2008.

d) Number of Shareholder complaints received, notsolved to the satisfaction of shareholders and numberof pending share transfers

Shareholder complaints are given top priority bythe Company and are redressed promptly by theInvestors’ Service Cell and also by the Registrarsand Share Transfer Agents of the Company. It is thepolicy of the Company that Investor Complaintsare attended to within 48 hours of receipt. Barringcertain cases pending in Courts/Consumer Forums,relating to disputes over the title to shares, in whichthe Company has been made a party, the Companyhas attended to most of the investor grievances/complaints.

Corporate Governance

d) Details of remuneration to all the directors for the financial year 2008 - 09 (Amount in Rs.)

Name Designation Salary Perquisites Total Service Notice Severance Stock No. ofContracts period Fee Options Shares

held

Ajit G Nambiar Chairman & 48,00,000 24,00,000 72,00,000 As per As per Not Nil 80,000

Managing Company's Company's specified

Director Rule Rule

Anju Chandrasekhar - - - - - - - - 74,600

Capt. S Prabhala - - - - - - - - 2,000

K Jayabharath Reddy - - - - - - - - -

K S Prasad - - - - - - - - 3,29,400

S Padmakumar - - - - - - - - -

Suraj L Mehta - - - - - - - - -

M Sudhendranath* - - - - - - - - -

Subhash M Bathe - - - - - - - - -

*Ceased to be Director w.e.f 11th November, 2008.

The Company has not paid any remuneration to the non-executive directors, other than sitting fees for attending Board/ General/Committee meetings by them.



A statement of the various complaints received and cleared by the Company during the year 2008-2009 is given below :

Nature of Complaint 2008 - 09

Received Cleared Pending

Non-receipt of share certificates duly transferred 3 3 -

Non-receipt of Dividend Warrant 7 7 -

Letters from SEBI 2 2 -

Non-receipt of Annual Report 1 1 -

Total 13 13 -

c) Whistle Blower Policy and affirmation that no personnelhas been denied access to the Audit Committee

Though the Company has not adopted a WhistleBlower Policy, the employees can freely access theAudit Committee or its members.

d) Details of compliance with mandatory requirement andadoption of non-mandatory requirements of this clause

The Company has duly complied with the mandatoryrequirements of Clause 49 and has constituted aRemuneration Committee, which is non-mandatoryunder Clause 49.

8. Means of Communication

a) Quarterly results

The Company has been regularly publishing Audited /Un-audited results in leading news dailies, immediatelyafter the same is approved by the Board. The resultsare also posted on the Company’s website.

b) Newspapers wherein results normally published

The quarterly results are normally published in the allIndia edition of Business Standard and Palakkad editionof Mathrubhumi.

c) Company’s Website address :

The quarterly results and other official news are postedon the Company’s website at http://bplworld.com

d) The presentations made to institutional investors or tothe analysts :

No presentations were made to institutional investorsor to the analysts during 2008-09.

9. General Shareholder Information

Date, Time & Venue of Annual General Meeting

The Company will hold its 45th Annual General Meeting onWednesday the 30th day of September 2009 at 10.00 A.M. atSri Chackra International, Krishna Gardens, Chandranagar P.O.,Palakkad - 678 007, Kerala,

CEO / CFO Certification

The Chairman & Managing Director and General Manager –Corporate Accounts have certified to the Board, interalia theaccuracy of financial statements and adequacy of internalcontrols for the financial reporting purpose as required underClause 49(V) of the Listing Agreement, for the year ended 31stMarch, 2009.

6. General Body Meetings

a) Location and time for the last three AGMs

Year Date Venue Time

2005-06 28th Sept. Sri Chackra International 10.00 AM2006 Krishna Gardens,

Chandranagar, P.O.Palakkad - 678 007, Kerala

2006-07 28th Sept. 10.00 AM2007

-do-

2007-08 26th Sept. 10.00 AM2008

-do-

b) Special resolutions passed in the previous three AnnualGeneral Meetings (AGM) : Yes.

c) Special resolutions put through postal ballot last year,details of voting pattern, person who conducted the postalballot exercise, proposed to be conducted through postalballot and procedures for postal ballot: Nil

7. Disclosures

a) Disclosures on materially significant related partytransactions that may have potential conflict with theinterests of the company at large :

There were no materially significant related partytransactions during the year under review that mighthave had potential conflict with the interests of thecompany.

b) Details of non-compliance by the company, penalties,strictures imposed on the company by Stock Exchange orSEBI or any statutory authority on any matter related tocapital markets, during the last three years : None

14 BPL Limited


Financial year

The Company’s financial year starts on 1st April and closes on31st March

Date of Book Closure

Register of Members / Register of Share Transfer books willremain closed from 21st September 2009 to 30th September2009 (both days inclusive).

Dividend Payment Date

The Board of Directors has not recommended dividend on theequity shares for the financial year ended 31st March, 2009.

Market Price Data (high, low during each month in last financial year) and performance in comparison to BSE Sensex & NSE Nifty

BPL on BSE BSE Sensex BPL on NSE NSE Nifty

Month and year High Low Volume High Low High Low Volume High Low(Rs.) (Rs.) (Nos.) (Rs.) (Rs.) (Nos.)

2008

April 58.80 40.75 3311948 17480.74 15297.96 58.85 43.00 2832824 5230.75 4628.75

May 67.45 47.50 3868060 17735.70 16196.02 64.35 48.60 3509464 5298.85 4801.90

June 50.30 36.95 844637 16632.72 13405.54 48.40 36.85 710056 4908.80 4021.70

July 43.95 33.30 1432079 15130.09 12514.02 41.15 34.80 1316667 4539.45 3790.20

August 50.85 36.85 1726158 15579.78 14002.43 47.20 37.30 1551864 4649.85 4201.85

September 45.90 28.10 1755087 15107.01 12153.55 43.20 30.40 1658773 4522.40 3715.05

October 32.50 15.00 953799 13203.86 7697.39 31.40 16.95 887417 4000.50 2525.05

November 23.00 14.50 476427 10945.41 8316.39 21.80 15.00 439731 3240.55 2502.90

December 27.90 12.80 1147990 10188.54 8467.43 26.25 13.15 1352422 3110.45 2570.70

2009

January 22.00 14.55 405353 10469.72 8631.60 21.45 15.25 362686 3147.2 2661.65

February 18.55 14.65 463314 9724.87 8619.22 17.90 15.05 240200 2969.75 2677.55

March 17.20 13.25 778725 10127.09 8047.17 16.95 13.35 765380 3123.35 2539.45

Registrar and Transfer Agents

Karvy Computershare Private Limited,Unit : BPL Limited, Plot No.17-24,Vithal Rao Nagar, Madhapur,Hyderabad – 500 081,Andhra Pradesh, India,Tel. No. 91 40 23312454 / 23320751 / 752 / 251,Fax No.91 40 23311968, 23323049,E-mail : [email protected], [email protected],www.karvycomputershare.com

Contact Persons : Mr.P N Rao / Mr.K S Reddy

Listing on Stock Exchanges

The Company’s equity shares are listed in the following stockexchanges, and the Company has paid the listing fees for thefinancial year 2008 - 09:

1) Bombay Stock Exchange Limited (BSE), 25th Floor, PhirozeJeejeebhoy Towers, Dalal Street, Mumbai 400 001

2) National Stock Exchange of India Limited (NSE), “ExchangePlaza”, 5th Floor, Plot No. C/1, G Block, Bandra-Kurla Complex,Bandra (East), Mumbai 400 051

Stock Code

BSE : 500074 NSE : BPL

Share Transfer System

The Company’s shares are compulsorily traded in the dematform. The Code Number allotted by NSDL & CDSL to BPL Limitedis: ISIN - INE110A01019.

Investors are required to establish an account with a DepositoryParticipant to hold and trade shares in the dematerialized form.The list of participants is available with Depositories.

Share transfers in physical form are approved on a fortnightlybasis by the Company and are mailed to the investors.

The total number of shares transferred during the year2008-2009 was 3800 (previous year 7000).



Distribution of Shareholding

31st March, 2008 31st March, 2009

No. of No. of % age of No. of % age of No. of % age of No. of % age ofShare held Share holders Share Shares held Share Share Share Shares Share

holders holding holders holders held holding

1 - 500 21658 89.25 2874059 5.92 24286 88.22 3376562 6.96

501 - 1000 1197 4.93 1004304 2.07 1675 6.08 1396615 2.88

1001 - 2000 591 2.44 939059 1.94 749 2.72 1184113 2.44

2001 - 3000 224 0.92 582758 1.20 256 0.93 671390 1.38

3001 - 4000 110 0.45 395259 0.81 112 0.41 405928 0.84

4001 - 5000 120 0.49 578111 1.19 129 0.47 613144 1.26

5001 - 10000 190 0.78 1452021 2.99 163 0.59 1190888 2.45

Above 10000 179 0.74 40684673 83.87 160 0.58 39671604 81.79

TOTAL 24269 100.00 48510244 100.00 27530 100.00 48510244 100.00

Dematerialisation of Shares and Liquidity : The Company has arrangements with National Securities Depository Limited (NSDL)and Central Depository Services (India) Limited (CDSL), to facilitate holding & trading of Company’s equity shares in electronicform. As on 31.03.09, 97.76% of Company’s shares were held in electronic form. The Company’s shares are regularly traded on BSEand NSE.

Outstanding GDRs / ADRs / Warrants or any convertible instruments conversion date and likely impact on equity

The Company has not issued any GDRs / ADRs / Warrants or any convertible instruments and hence, there will not be any impacton equity.

Plant Locations :

Details of addresses of plant locations are mentioned elsewhere in the Report.

Address for correspondence :

The Company Secretary, BPL Limited, Dynamic House, No. 64, Church Street, Bangalore 560 001

Declaration regarding compliance with the Code of Conduct of the Company by Board Members and Senior ManagementPersonnel

This is to confirm that the Company has adopted a Code of Conduct for the Board of Directors and Senior Management Personnel,which is available at www.bplworld.com

I declare that the Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct of theCompany.


16 BPL Limited

Auditors' Report

To the Members of BPL Limited,

We have audited the attached Balance Sheet of BPL Limited as at March31, 2009, the Profit and Loss Account and the cash flow statement forthe year ended on that date annexed thereto. These financialstatements are the responsibility of the Company’s management. Ourresponsibility is to express an opinion on these financial statementsbased on our audit.

We conducted our audit in accordance with auditing standardsgenerally accepted in India. Those Standards require that we plan andperform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement. An audit includesexamining, on a test basis, evidence supporting the amounts anddisclosures in the financial statements. An audit also includes assessingthe accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statementpresentation. We believe that our audit provides a reasonable basisfor our opinion.

We report as follows:

1. As required by the Companies (Auditor’s Report) Order, 2003,issued by the Central Government of India, in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure astatement on the matters specified in paragraphs 4 & 5 of the saidorder.

2. Further to our comments in the Annexure referred to in paragraph1 above:

a) We have obtained all the information and explanations whichto the best of our knowledge and belief were necessary forthe purpose of our audit;

b) In our opinion, proper books of account as required by law havebeen kept by the Company so far as it appears from ourexamination of such books;

c) The Balance Sheet and Profit and Loss Account referred to inthis Report are in agreement with the Books of account of thecompany;

d) In our opinion, the Balance Sheet and Profit and Loss accountdealt with by this report comply with the Accounting Standardsreferred to in Sub section (3C) of Section 211 of the CompaniesAct, 1956, other than Accounting Standards 28 and 24, asmentioned in note no.22 of Schedule 14, the impact whereof isnot quantifiable pending ascertainment of realizable values ofvarious assets;

e) On the basis of the written representations received from theDirectors as on 31st March, 2009 and taken on record by theBoard of Directors, we report that none of the Directors isdisqualified as on 31st March 2009 from being appointed asDirector in terms of Clause (g) of sub-section (1) of Section 274of the Companies Act, 1956;

f ) In our opinion and to the best of our information and accordingto the explanations given to us, the said accounts, read togetherwith the notes thereto, give the information required by theCompanies Act, 1956, in the manner so required and give a trueand fair view in conformity with the accounting principlesgenerally accepted in India;

i. in the case of the Balance Sheet, of the state of affairs ofthe Company as at March 31, 2009;

ii. in the case of the Profit and Loss Account, of the Loss of theCompany for the year ended on that date; and

iii. in the case of the cash flow statement, of the cash flows forthe year ended on that date.

For T Velupillai & Co.,Chartered Accountants


ANNEXURE TO THE AUDITORS’ REPORT

Referred to in Paragraph 1 of our report, of even date, to the membersof BPL Limited for the year ended 31st March, 2009

1. a) The Company has maintained proper records showing fullparticulars including quantitative details and situation offixed assets.

(b) As informed by management, assets at major locations havebeen physically verified by the management during the yearand there is a regular programme verification which, in ouropinion, is reasonable having regard to the size of the Companyand the nature of its assets. No material discrepancies havebeen noticed on such verification.

(c) During the year, the Company has not disposed of anysubstantial//major part of its fixed assets.

2. (a) Physical verification at reasonable periods in respect of finishedgoods, stores, spare parts and raw materials are reported tohave been made by the management and certified by themaccordingly. In our opinion, the frequency of verification isreasonable.

(b) In our opinion and according to the information andexplanations given to us, the procedures of physical verificationof inventory followed by the management are reasonable andadequate in relation to the size of the company and the natureof its business.

(c) In our opinion and according to the information andexplanations given to us and on the basis of our examinationof the records of inventory, the Company is maintaining properrecords of inventory. The discrepancies between physical stockand book stock, which were not material, have been properlydealt with in the books of account.

3. The Company has neither granted nor taken any loans securedor unsecured to or from Companies, firms or other parties coveredin the Register maintained under Section 301 of the CompaniesAct, 1956.

4. In respect of transactions entered in the register maintained inpursuance of Section 301 of the Companies Act, 1956;

(a) Based on audit procedures applied by us, to the best of ourknowledge and belief and according to the information andexplanations given to us, we are of the opinion that thetransactions that needed to be entered into the registermaintained under Section 301 have been so entered.

(b) According to the information and explanations given to us andexcluding certain transactions of purchase of goods andmaterial of special nature for which alternate quotations arenot available, where each of such transactions is in excess ofRs. 5 lakhs in respect of any party, in our opinion, thetransactions have been made at prices which are prima faciereasonable having regard to the prevailing market prices atthe relevant time.

5. In our opinion, and according to the information and explanationsgiven to us, there is an adequate internal control systemcommensurate with the size of the Company and the nature of itsbusiness with regards to the purchase of inventory and fixed assets,and with regard to the sale of goods and services. During the courseof our audit, we have not noticed any continuing failure to correctany major weakness in internal control systems.

6. In our opinion and according to the information and explanationsgiven to us, the Company has not accepted deposits from thepublic and therefore, the provisions of Sections 58A and 58AA ofthe Companies Act, 1956 and rules made there under are notapplicable to the company.

7. In our opinion, the Company has an internal audit systemcommensurate with its size and the nature of its business.

8. The Central Government has prescribed maintenance of the costrecords under Section 209 (1) (d) of the Companies Act, 1956, with


Annexure to Auditors' Report

respect to the manufacture of Medical Equipments. We havebroadly reviewed the books of account and records maintainedby the Company in this connection and are of the opinion that,prima facie, the prescribed accounts and records have been madeand maintained. We have not however, made a detailedexamination of the records with a view to determining whetherthey are accurate or complete.

9. (a) According to the records of the Company and information andexplanation given to us, there have been instances of delays in

remittance of undisputed statutory dues including Income TaxDeducted at Source, Provident Fund, Employees State Insurance,Sales Tax, Service Tax, Customs Duty, Excise Duty, Cess and otherstatutory dues with the appropriate authorities during the year.

(b) According to the information and explanations given to us,undisputed amounts payable in respect of customs dutyamounting to Rs.256.38 Lakhs were outstanding, as at 31st March2009, for a period of more than six months from the dates onwhich they became payable.

10. The Company’s accumulated losses do not exceed 50% of its networth. The Company has incurred a cash loss of Rs. 1256.69 Lakhsduring the current financial year, and a cash loss of Rs. 3,164.05Lakhs during the immediately preceding financial year.

11. We are informed that as per Scheme of Restructuring sanctionedand accepted by consortium lenders, four installments ofprincipal fell due for repayment in the current financial year, inrespect of it’s term loans. The Company has defaulted inrepayment of principal amount of Rs.3537.28 lakhs due to theconsortium lenders comprising of M/s Pegasus AssetReconstruction Pvt. Ltd, Industrial Investment Bank of India andCentral Bank of India, and the period of default is 10 months. TheCompany has defaulted in payment of interest of Rs. 3534 Lakhsto the consortium lenders and the period of default is 36 months.

12. According to the information and explanations given to us, theCompany has not granted any loans and advances on the basisof security by way of pledge of shares, debentures and othersecurities.

13. The Company is neither a chit fund nor a nidhi/mutual benefitsociety. Hence, in our opinion, the requirements of Clause (xiii) ofCompanies (Auditor’s Report) Order, 2003 do not apply to thecompany,

14. According to the information and explanation given to us, theCompany is not dealing or trading in shares, securities, debenturesand other investments. Hence, in our opinion the requirementsof clause (xiv) of Companies (Auditor’s Report) Order, 2003 do notapply to the company.

15. According to the information and explanations given to us, theCompany has not given any guarantee for loans taken by othersfrom banks and financial institutions.

16. According to the records of the company, the Company has notobtained any term loans during the year. Hence, comments underClause (xvi) of Companies (Auditor’s Report) Order, 2003 are notcalled for.

17. The Company has not utilised funds borrowed on short term basis,if any, for long term uses, during the year under audit.

18. The Company has not made any preferential allotment of sharesto parties and companies covered in the register maintained underSection 301 of the Act.

19. The Company has not issued any debentures during theyear under audit.

20. The Company has not raised any money by public issues duringthe year.

21. According to the information and explanations given to us, nofraud on or by the company has been noticed or reported duringthe year.



(c) The following dues towards sales tax, income tax, customs duty, excise duty, gift tax, cess and service tax have not been deposited on account ofdispute appeals:

Nature of Dues Nature of Dispute Amount (Rs. in Lakhs) Forum where pending

Central Excise Eligibility of Exemption from Payment of duty on 55.42 Supreme CourtDC Defibrillator and penalty

Central Excise Recovery of CENVAT Credit due to price reduction 93.82 Tribunalof inputs

Central Excise Demand of duty on clearance of sample Colour TVs 3.32 Commissioner - Appeals

Central Excise Demand for duty at Higher rate for clearance of 19.87 Commissioner - AppealsCENVAT availed inputs

Central Excise Demand for duty on clearance of CTV Parts/components/ sub-assemblies on SKD condition 282.05 Tribunal to OEMs.

Customs Duty Differential Duty on Imported Cathode Ray Tube 4.72 Commissioner - Appeals (Mumbai)

Customs Duty Entitlement to Exemption for parts of Defibrillator 627.61 CESTAT/Commissioner (Appeals)

Customs Duty Special Customs duty on Capacitors 3.10 Commissioner - Appeals (Chennai)

Customs Duty Duty on clearance of bonded goods 33.33 CESTAT

Sales Tax Various disallowances and non - submission of 2291.37 At various Appellate levels rangingC Forms from DCCTs (Appeals) to Appellate

Tribunals

Income Tax Block Assessment for period 1989-90 to 1998-99 45.00 Income Tax Appellate TribunalDepreciation Claim

18 BPL Limited

SOURCES OF FUNDS

Shareholders Funds

Share Capital 1 218,09,80,390 218,09,80,390

Reserves and Surplus 2 236,35,84,580 236,35,84,580

454,45,64,970 454,45,64,970

Loan Funds

Secured Loans 3 300,63,60,035 289,33,62,510

755,09,25,005 743,79,27,480

APPLICATION OF FUNDS

Fixed Assets 4 155,76,90,812 164,92,17,590

Investments 5 136,99,68,986 163,56,74,810

Deferred Tax Asset 231,35,64,496 165,28,61,175

Current Assets, Loans & Advances 6 115,47,12,476 161,28,16,508

Less: Current Liabilities & Provisions 7 101,69,20,191 114,98,39,007

Net Current Assets 13,77,92,285 46,29,77,501

Profit and Loss Account 217,19,08,426 203,71,96,404

755,09,25,005 743,79,27,480

Notes to Accounts 14

As atSchedule No. 31.03.2009 31.03.2008

(Amt. in Rupees)

Balance Sheet

As per our Report of even date annexed

For T Velu Pillai & Co., For and on behalf of the Board of DirectorsChartered Accountants

M S Ram Ajit G Nambiar Capt. S PrabhalaPartner Chairman & Managing Director DirectorM.No. 26687

Bangalore V Ravi15th May, 2009 Company Secretary


Profit and Loss Account

For the year endedSchedule No. 31.03. 2009 31.03.2008

INCOME

Gross Sales and other Income 79,68,23,042 124,67,94,561

Less : Excise Duty 2,48,91,495 6,54,56,610

Net Sales and other Income 8 77,19,31,547 118,13,37,951

EXPENDITURE

Cost of Materials 9 42,32,04,232 71,82,78,025

Salaries, wages and other benefits 10 19,20,39,178 15,77,51,755

Manufacturing and other expenses 11 12,99,68,603 44,81,76,326

Selling expenses 12 3,20,15,568 5,06,85,118

Finance charges 13 11,85,22,924 12,02,09,956

Depreciation 11,39,89,532 11,47,18,353

100,97,40,037 160,98,19,533

Profit/(Loss) before Provisions and taxation (23,78,08,490) (42,84,81,582)

Provision for Diminution in value of investments (26,57,05,399) (90,75,00,000)

Provision for doubtful Advances/Debts (29,00,51,454) (2,58,76,983)

Profit/(Loss) before Tax (79,35,65,343) (136,18,58,565)

Fringe Benefit Tax (18,50,000) (26,42,271)


Profit/(Loss) after tax (13,47,12,022) (46,22,51,224)

Balance brought forward (203,71,96,404) (157,49,45,180)

Balance carried over (217,19,08,426) (203,71,96,404)

Earnings Per Share

Equity Share of face value of Rs.10/-each

Basic (3) (10)

Number of shares used in computing earnings per share

Basic 4,85,10,244 4,85,10,244

Notes to accounts 14

(Amt. in Rupees)





20 BPL Limited

31.03.2009 31.03.2008

(Amt. in Rupees)

SCHEDULE 1 : SHARE CAPITAL

Authorised5,00,00,000 Equity Shares of Rs.10/-each 50,00,00,000 50,00,00,000

1,75,00,000 Redeemable Preference Shares of Rs.100/- each 175,00,00,000 175,00,00,000

Issued, Subscribed and Paid-up4,85,10,244 Equity Shares of Rs.10/- each 48,51,02,440 48,51,02,440

Shares Forfeited 9,750 9,7501,69,58,682 Redeemable Non-CumulativePreference Shares of Rs.100/- each 169,58,68,200 169,58,68,200

218,09,80,390 218,09,80,390

SCHEDULE 2 : RESERVES & SURPLUS

ReservesCapital Reserve 49,800 49,800Capital Redemption Reserve 53,33,00,000 53,33,00,000Share Premium Account 183,02,34,780 183,02,34,780

236,35,84,580 236,35,84,580

SCHEDULE 3 : SECURED LOANS (Refer Note 11)

A. Loans from Banks 4,59,74,724 45,81,69,065B. Loans from Financial Institutions 260,69,83,277 219,47,88,936Interest accrued and due 35,34,02,034 24,04,04,509

300,63,60,035 289,33,62,510

Schedules Forming Part of Accounts

SCHEDULE 4 : FIXED ASSETS

Particulars

Gross Block at Cost Depreciation Net Block

As on As on For the As on As on As on01-04-08 Additions Deletions 31-03-09 year 31-03-09 31-03-09 31-03-08

Land 30,51,70,341 69,06,018 27,396 31,20,48,963 - - 31,20,48,963 30,51,70,341

Building 40,94,98,841 2,20,300 7,00,300 40,90,18,841 1,15,72,543 16,33,92,919 24,56,25,922 25,74,18,965

Plant & Machinery 194,16,49,067 10,46,132 99,55,063 193,27,40,136 9,30,55,734 116,62,12,136 76,65,28,000 86,30,45,285Computer, Equipments and

Net working 8,57,37,716 17,07,274 - 8,74,44,990 30,98,503 7,46,52,803 1,27,92,187 1,41,83,414

Furniture & Fixtures 18,02,03,834 4,73,000 - 18,06,76,834 41,67,203 15,64,71,529 2,42,05,305 2,78,99,509

Vehicles 3,31,96,729 15,87,248 - 3,47,83,977 9,61,833 3,09,15,467 38,68,510 32,43,095

Research andDevelopmental Expenditure 13,52,84,051 - - 13,52,84,051 11,33,716 12,97,70,817 55,13,234 66,46,950

Total 309,07,40,579 1,19,39,972 1,06,82,759 309,19,97,792 11,39,89,532 172,14,15,671 137,05,82,121 147,76,07,559

Capital Work In Progress 18,71,08,691 17,16,10,031

155,76,90,812 164,92,17,590

SCHEDULE 5 : INVESTMENTS AT COST

Trade - UnquotedA : In Subsidiary Companies 206,27,00,000 206,27,00,000B : In Joint Ventures 22,69,00,000 22,69,00,000C : Others 61,25,35,257 61,25,35,257Trade - Quoted 24,42,27,224 24,42,27,224Investment in Partnership Firms 3,88,05,399 3,88,05,824

318,51,67,880 318,51,68,305

Less: Provision for diminution in Investments 181,51,98,894 154,94,93,495

136,99,68,986 163,56,74,810


(Amt. in Rupees)

31.03.2009 31.03.2008

Schedules

SCHEDULE 6 : CURRENT ASSETS, LOANS & ADVANCES

A. Current AssetsInventories (as certified by management)Finished Goods 3,30,39,208 3,97,88,177Work-in-Process 1,52,07,949 1,20,48,407Raw Materials 2,55,61,878 3,53,38,997Stock of Spares & Tools 3,07,94,109 3,54,85,294

10,46,03,144 12,26,60,875Sundry Debtors [unsecured]Debts outstanding for more than six months- considered good 1,00,85,544 1,09,44,819- considered doubtful 10,30,53,247 10,30,53,247

Less: Provision for Doubtful Debts 10,30,53,247 10,30,53,247

1,00,85,544 1,09,44,819Others 10,94,60,283 17,40,22,996

11,95,45,827 18,49,67,815Cash & Bank BalancesCash in Hand 54,399 88,123Balance with Scheduled Banks - in Current A/C 4,68,87,191 2,03,95,652 - in Short Term Deposit A/C 2,50,00,000 4,16,31,331

7,19,41,590 6,21,15,106B. Loans & Advances(Unsecured, considered good)Advances recoverable in cash or in kind orfor value to be received 85,86,21,915 124,30,72,712Considered Doubtful 290,051,454 -Less: Provision for Doubtful Advances 290,051,454 -

115,47,12,476 161,28,16,508

SCHEDULE 7 : CURRENT LIABILITIES & PROVISIONSA. LiabilitiesSundry Creditors- dues to Micro, Small and Medium Enterprises - -- others 82,32,61,609 88,00,38,281Unencashed Dividend - 5,17,743Liability for Expenses 14,40,28,155 20,44,46,639Trade Deposits 4,96,30,427 6,48,36,344

101,69,20,191 114,98,39,007

SCHEDULE 8 : SALES & OTHER INCOMEGross Sales & Service 78,65,23,141 118,43,88,821Less: Excise Duty 2,48,91,495 6,54,56,610

Net Sales & Service 76,16,31,646 111,89,32,211Other Income 44,76,261 67,47,940Profit on sale of assets - 3,01,131Interest Received (TDS - Rs.5,586/-) 58,23,640 5,53,56,669

77,19,31,547 118,13,37,951

22 BPL Limited

31.03.2009 31.03.2008

SCHEDULE 9 : COST OF MATERIALS

Opening StockFinished Goods 3,97,88,177 5,61,26,251Work-in-process 1,20,48,407 4,15,01,139

5,18,36,584 9,76,27,390Materials ConsumedOpening stock 3,53,38,997 2,49,98,604Purchases during the year 40,98,37,686 68,28,27,612Closing Stock (2,55,61,878) (3,53,38,997)

41,96,14,805 67,24,87,219Closing StockFinished Goods (3,30,39,208) (3,97,88,177)Work-in-Process (1,52,07,949) (1,20,48,407)

(4,82,47,157) (5,18,36,584)

42,32,04,232 71,82,78,025SCHEDULE 10 : SALARIES, WAGES & OTHER BENEFITS

Salaries & Wages 15,84,42,190 13,36,94,375Contribution to PF & Other Funds 1,60,28,986 1,17,28,124Employees Welfare Expenses 95,52,002 1,14,29,256Remuneration to Chairman & Managing Director 80,16,000 9,00,000

19,20,39,178 15,77,51,755

SCHEDULE 11 : MANUFACTURING AND OTHER EXPENSESConsumables 49,40,378 1,68,29,679Power & Fuel 96,26,382 2,85,03,665Repairs to Machinery 18,86,290 17,81,800Repairs to Buildings & Facilities 1,30,25,211 1,10,79,743Rent - (Net) 1,02,40,478 74,80,700Rates & Taxes other than Income Tax 69,47,959 5,45,65,584Communication Charges 76,01,574 88,68,395Legal & Professional Charges 3,40,86,882 3,41,78,228Travel & Conveyance 3,15,11,390 4,68,17,222Other Expenses 84,05,545 1,11,70,910Share of Loss from Partnership Firm 425 401Loss of sale of assets 16,96,089 -Investments written off - 22,69,00,000

12,99,68,603 44,81,76,326

SCHEDULE 12 : SELLING EXPENSESFreight & Insurance 1,52,32,089 2,04,98,917Advertisement & Publicity 57,42,706 57,49,207Other Selling Expenses 1,10,40,773 2,44,36,994

3,20,15,568 5,06,85,118

SCHEDULE 13 : FINANCE CHARGESInterest- On Term Loans 11,29,97,525 11,29,97,525- To Banks and others 55,25,399 72,12,431

11,85,22,924 12,02,09,956

Schedules(Amt. in Rupees)


SCHEDULE 14: NOTES ATTACHED TO AND FORMING PART OF THEACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2009

1. Significant Accounting Policies

General : The financial statements have been prepared underhistorical cost convention in accordance with Generally AcceptedAccounting Principle in India and the provisions of the CompaniesAct, 1956, as adopted consistently by the company.

Fixed Assets : Fixed Assets, except Land and Building whichwere revalued as on 30.4.85, are stated at their orginal cost ofacquisition including incidental expenditure related thereto,taxes, duties other than modvat credit availed and installationexpenses. Net surplus or deficiency arising when an asset isdisposed, discarded, demolished or destroyed are duly accounted.

Depreciation : Depreciation on Fixed Assets are provided onStraight Line Method at the rates and manner prescribed underSchedule XIV of The Companies Act, 1956.

Investments : Investments are stated at cost. Provisions are madeto recognize permanent diminution in the value of Investments.

Inventories :

Inventories are valued as under :

Finished Goods : At lower of cost or realisable valueWork in Progress : At cost, inclusive of appropriate

overheadsMaterials, Components : At weighted average cost& Spares including taxes & dutiesGoods in transit : At cost

Foreign Currency Transaction : Transactions in foreign currency,other than those covered by forward contracts are accounted at

31.03.2009 31.03.2008(Rs.) (Rs.)

2. Remuneration to Chairman & Managing Director (Refer Note No. 28)Salary 72,00,000 7,11,840Company’s contribution to PF & Other Funds 8,16,000 1,88,160

80,16,000 9,00,000

3. Payments To Auditors

Audit fees 8,00,000 6,00,000Tax audit fees 75,000 75,000Reimbursement of Expenses 35,000 35,000Taxation matters 5,000 5,000Certification Charges 50,000 50,000Service Tax 1,14,948 93,258

10,79,948 8,58,258

4. Quantitative Particulars

a. Particulars of Opening and Closing Stock of Finished Goods after adjusting returns

Products Opening Stock Closing Stock

(Nos.) (Nos.)

Medical Electronics 2,802 1,901

b. Production (Qty.in Nos.)

Installed Actual ProductionProducts Capacity 2008-09 2007-08

Medical Electronics 20,000 7187 10499

The Products are assembled from large number of Components/Parts procured from outside suppliers. Hence, quantity particulars for eachitem in respect of Purchases, Consumption and Sales cannot be furnished.

Schedulesexchange rates prevailing on the date of the transaction.Assets and liabilites in foreign currency not covered by forwardcontracts, are translated at exchange rate prevailing on thedate of the balance sheet. The Net loss, if any, on conversion ischarged to revenue/asset account but gains if insignificant, is notaccounted for.

Research and Development : Fixed Assets purchased forResearch and Development are capitalised and depreciated asper the Company’s policy.

Retirement Benefit : Contribution to recognised provident fundis made at predetermined rates. There is no defined benefitscheme for Leave Encashment. The company has an arrangmentwith Life Insurance Corporation of India to administer its Gratuityand Superannuation Schemes.

Borrowing Cost : Borrowing Cost that are directly attributable tothe acquisition, construction or production of a qualifying assetare capitalised as part of the asset. Other borrowing costs arerecognized as expense in the period in which they are incurred.

Revenue Recognition : Revenue in respect of sale of productsare recognised when goods are supplied to customers. Dividendincome on Investments are accounted for when the right toreceive the payment is established. Interest income is recognisedon a time proportionate basis, considering the amount outstandingand rate applicable. Expenses are accounted for on accrual basisand provision is made for all known losses and liabilities.

Contingent Liability : All known liabilites are provided for in theaccounts except liabiltes of a contingent nature, which areadequately disclosed in accounts.

24 BPL Limited

9. Share Capital includes 21930 Equity Shares of Rs. 10/- each, allotted as fully paid up for consideration other than cash and 9650000 EquityShares of Rs. 10/- each allotted as Bonus Shares by Capitalisation of General Reserve during an earlier period.

10. 16958682 Non-convertible non-cumulative 0.001% Preference Shares of Rs. 100/- each, are redeemable in four equal instalments at the end ofthe 11th,12th,13th and14th year. The Preference Shares were allotted on 15th December, 2005.

11. The loans / borrowings stated in Schedule 3 represent restated balances for lenders based on the option adopted by them respectively. However,confirmation of balance is yet to be obtained. In accordance with the terms of debt restructuring, the Company was to pay quartelry installmentsof Rs. 884.32 lakhs commencing from May 2008. Due to lack of funds, the payment has not been made. Interest on the loans have beenprovided based on the options selected by the lenders.

Loans are secured by:

I. Loans of Rs. 6537.84 Lakhs referred to in B of Schedule 3 is secured by a pledge of BPL brand excluding BPL Brand of Colour Television.II. Loans of Rs. 4097.26 lakhs referred to in B of Schedule 3 is secured by equitable mortgage by deposit of title deed immovable property of thecompany in Coimbatore and residential property in Bangalore and land in Hoskote. III. Loans of Rs. 1807.03 lakhs referred to in B of Schedule 3is secured by equitable mortgage of leasehold property in Chennai and by a lien of fixed deposit with the bank. IV. Loans of Rs 312.08 lakhsreferred in B of Schedule 3 is secured by equitable mortgage by deposit of title deeds of the Immovable property of the company situated at TajNaval district, Pune. V. Loans of Rs. 13315.62 lakhs referred to B of Schedule 3 and loans of Rs. 459.75 lakhs refrred to in A of schedule 3 aresecured by a common pool of all the assets of the company situated at Palakkad, Doddabalapur, Dobespet and Bommasandra, and pledge of22690000 equity shares held by the Company in SANYO BPL Private Limited and a personal guarantee of the Managing Director (pendingexecution), ranking paripassu, with all the lenders.

12. There are no Micro and Small Enterprises, to whom the company owes dues, which are outstanding for more than 45 days as at 31st March,2009. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determinedto the extent such parties have been identified on the basis of information available with the company.

c. Traded Goods 2008-09 2007-08

Products Quantity Value Quantity Value(Nos.) (Rs.) (Nos.) (Rs.)

Purchases : Medical Electronics 5318 19,82,34,629 8144 22,20,06,305

d. Sales

DomesticMedical Electronics 13406 50,44,95,688 17610 62,78,63,637Components, Spares etc., 28,20,27,453 55,58,80,554

78,65,23,141 118,37,44,191ExportsMedical Electronics - - 58 6,44,630

78,65,23,141 118,43,88,821

5. CIF Value of Imports 2008-09 % 2007-08 %

Raw Materials 4,93,55,962 15,13,93,552Capital Expenditure - 11,97,242Components/Parts 27,86,04,331 23,91,61,981

32,79,60,293 39,17,52,775

6. Value of Raw Materials, Spares &Components consumed during the year

Imported 23,58,23,520 56.20 37,05,40,372 55.10Indigenous 18,37,91,285 43.80 30,19,46,847 44.90

41,96,14,805 100.00 67,24,87,219 100.00

7. Earnings in Foreign Currency 2008 - 09 2007 - 08

Export of Goods on FOB Basis - 6,44,630

8. Expenditure in Foreign Currency

Travelling 14,27,884 6,05,642

Schedules(Amt. in Rupees)


Schedules

13. Details of Investments [Schedule 5]

CompanyNo. of Face Value as at Value as at Market ValueShares Value 31.03.09 31.03.08 as at 31.03.09 Class

(Rs.) (Rs.) (Rs.) (Rs.)

1. Trade – Unquoted

A : IN SUBSIDIARY COMPANIES

BPL Display Devices Limited 4,57,50,000 10 45,75,00,000 45,75,00,000 Equity Shares

BPL Display Devices Limited 45,00,000 100 45,00,00,000 45,00,00,000 RedeemablePreferenceShares

Bharat Energy Ventures Limited 11,54,00,000 10 115,40,00,000 115,40,00,000 Equity shares

BPL Securities Private Ltd 1,20,000 10 12,00,000 12,00,000 Equity Shares

B: IN JOINT VENTURES

Sanyo BPL Private Limited 2,26,90,000 10 22,69,00,000 45,38,00,000 Equity Shares

C: Others – Unquoted

BPL Telecom Pvt. Limited 25,96,980 10 21,59,58,986 21,59,58,986 Equity Shares

BPL Technovision Private Limited 1,000 10 10,000 10,000 Equity Shares

BPL Management Services Limited 89,91,000 10 8,99,09,910 8,99,09,910 Equity Shares

Electronic Research Private Limited 35,75,000 10 3,57,50,000 3,57,50,000 Equity Shares

BPL Power Projects [Kerala] Limited 600 10 6,000 6,000 Equity Shares

Kleer Industries Inc. [USA] 87,000 7 USD 2,05,99,443 2,05,99,443 Shares

Kleer Industries Inc. [USA] 5,50,000 10 USD 24,56,15,069 24,56,15,069 ConvertiblePreferred stock

SM Tech Limited [HK] 2,90,000 $1.00 11,60,000 11,60,000 Shares

Euro Trade International Limited 52,041 1.00 GBP 35,25,849 35,25,849 Equity Shares

2 :Trade – QuotedBS Appliances Limited 81,000 10 33,50,375 33,50,375 - Equity Shares

BS Refrigerators Limited 54,28,000 10 21,35,87,924 21,50,88,353 - Equity Shares

BST Limited 4,73,100 10 1,91,45,975 1,91,45,975 - Equity Shares

BPL Engineering Limited 3,34,000 10 81,42,950 81,42,950 - Equity shares

3 : Investment in Partnership FirmsKodi Properties and Finance 3,78,41,790 3,78,41,790

Wellworth Electronics 9,63,609 9,64,810

318,51,67,880 341,20,69,081 -

14. The particulars of Investments in Partnership Firms :

a) Kodi Properties : The Company had, during earlier years, invested an amount of Rs. 378.42 lakhs as Capital and has a share of profit of 98%. Thetotal capital of the firm is Rs. 387.47 lakhs. The share of profits of other partners in the firm are; Electronic Research Pvt. Ltd. and BPL Telecom Pvt.Ltd. - 1.00% each.

b) Wellworth Electronics : The Company had,during earlier years, invested an amount of Rs. 9.64 lakhs as Capital, and has a share of profit of 25%.The total capital of the firm is Rs. 32.56 lakhs.The shares of profits of other partners in the firm are; BS Refrigerators Ltd., BS Appliances Ltd. andBST Ltd. is 25% each. The firm incurred a loss of Rs. 1700/- and the company’s share of Rs. 425/- has been recognised in current period based onthe audited accounts of the firm.

15. Cenvat benefits on purchases have been accounted for, in accordance with the provisions of Accounting Standard 2. Cenvat credit receivablehas been included under the head advances.

16. As the company has no qualifying assets as defined in Accounting Standard 16, amount of borrowing cost that are directly attributable to theacquisition, construction or production of a qualifying asset have not been capitalised.

17. In accordance with the provisions of Accounting Standard 17, Company has only one reporting segment viz, Electronic Industry. Segmentalreporting as defined is therefore not applicable.

18. The Company’s restructuring proposal has been approved under CDR system vide letter dated 25th November 2004. The salient features ofterms of restructuring is waiver of certain percentage of principal amount of loans outstanding as on cut off date, reduction of rate of intereston loans retained and transfer of CTV division to a JV company as a going concern . Profitability of residual business of the company, BalanceSheet and Cash Flow were assessed by an independent authority. Based on their report, the management is confident of earning sufficientrevenue to meet it’s liabilities and commitments. On the basis of above information, the current financial period accounts have been preparedon a going concern basis.

26 BPL Limited

19. Related Party disclosure in accordance with Accounting Standard 18:

Related Parties 1 2 3 4 Total

Purchase of goods 5.96 5.96

Sales of goods 230.16 78.95 309.11

Receiving of services 1.15 20.62 21.77

Finance Transactions 1.12 26.04 136.45 163.61

Remuneration 80.16 80.16

Net outstanding Dr/(Cr) 1683.12 (17.94) 1630.36 (80.16) 3215.38

Name of the related parties and description of relationship :

1. Subsidiaries BPL Display Devices Limited, Bharat Energy Ventures Limited and BPL Securities Private Limited

2. Joint Ventures SANYO BPL Private Limited

3. Companies where Directors Dynamic Electronics Pvt. Limited, Orion Constructions Company Pvt. Limited, ER Computers Pvt. Limited

have control Phoenix Holdings Pvt. Limited, Stallion Computers Pvt. Limited, Electro Investment Pvt. LimitedNambiar International Investment Co. Pvt. Limited, BPL Telecom Pvt. Limited, BPL Technovision Pvt. Limited,Electronic Research Pvt. Limited and NI Micro Technologies Pvt. Limited

4. Key Management Personnel Mr. Ajit G Nambiar, Chairman & Managing Director

20. The Company does not have any “lease arrangement” as definedunder Accounting Standard 19.

21. No Provision for tax has been made for current period in view oflosses incurred by the Company. Deferred Tax Asset as envisagedby Accounting Standard 22 has been created by the company tothe extent reasonable certainity exists for the future profitability.The components of Deferred tax asset is as follows:

Unabosrbed Depreciation Rs. 89,49,36,824Unabosbed carry forward Business Loss Rs. 59,16,66,576

Total Rs. 6,80,66,03,400Deferred Tax Asset Rs. 2,31,35,64,496Less: Opening Deferred Tax Asset Rs. 1,65,28,61,175

Deffered Tax Asset for the year Rs. 66,07,03,321

22. The Company has decided to discontinue the business ofEngineering Plastics & Design Solutions. The assets and liabilitiespertaining to the same are planned to be sold in the next financialyear. Hence, no provision for impairment has been made asrequired by Accounting Standard 28/24.

23. The Company is yet to obtain confirmation of balances from itsdebtors and for advances. Provisions have been made based onreconcilation carried out.

24. Remuneration has been provided to the Chairman & ManagingDirector based on the approval received from the Central

Government, vide its letter bearing No. A40400111-CL-VII dated24th April, 2009

25. Figures pertaining to previous years have been regrouped/rearranged wherever necessary, to conform with the current

years presentation.

26. Contingent Liabilities :

a) Estimated amount of contracts remaining to be executed onCapital Account and not provided on 31st March, 2009 - Rs. nil(Rs. nil).

b) Demands against the Company not acknowledged as debtsdisputed in appeal as on 31st March, 2009 : Central ExciseRs.455.51 lakhs ( Rs.173.45 lakhs),Customs Duty Rs.668.77 lakhs(Rs.803.92 lakhs), Sales Tax Rs.2291.37 lakhs (Rs. 2953.58 lakhs).The amounts are based on demands raised by the respectiveauthorities.

c) No reimbursements are expected from Contingent Liabilities.

d) Deed of Guarantee favouring Allahabad Bank towards financialassistance of Rs. 2000 lakhs sanctioned by them to BPL DisplayDevices Limited.

e) As per CDR scheme, Lenders have a recompense clause foreconomic loss due to restructuring, which would be met outof any future cash flows of the company. It is not possible toquantify the liability, if any, that may arise.





Schedules(Rs. in lakhs)


Balance Sheet AbstractBALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

I REGISTRATION DETAILS

Registration No. 2015 State Code 9

Balance Sheet Date 31.03.09

II CAPITAL RAISED DURING THE YEAR (Amount in Rs. thousands)

Preferential Allotment NIL Rights Issue NIL

Bonus Issue NIL Private Placement NIL

III POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (Amount in Rs. thousands)

Total Liabilities 75,50,925 Total Assets 75,50,925

Sources of Funds Application of Funds

Paid-up-Capital 21,80,980 Net Fixed Assets 15,57,691

Reserves & Surplus 23,63,585 Net Current Assets 1,37,792

Secured Loans 30,06,360 Investments 13,69,969

Deferred Tax Asset 23,13,564

Profit and Loss Account 21,71,908

IV PERFORMANCE OF COMPANY (Amount in Rs. thousands)

Turnover 7,71,932 Total Expenditure 10,09,740

Profit Before Tax (7,93,565) Profit After Tax (1,34,712)

Earnings Per Share (in Rs.) (2.78) Dividend Rate (%) NIL

V GENERIC NAMES OF THREE PRINCIPAL PRODUCTS/SERVICES OF COMPANY (As per monetary terms)

Item Code No.(ITC Code) Product Description

901811.00 Electrocardiographs





28 BPL Limited

Cash Flow Statement

Year ended

31.03.09 31.03.08

Cash flow from operating activities

Net profit/(loss) before taxation and extra - ordinary items (23,78,08,490) (42,84,81,582)

Adjustments for :

Depreciation 11,39,89,532 11,47,18,353

Profits/(Loss) on sale of assets (16,96,089) 3,01,131

Share of Profits/(Loss) from Partnership Firm (425) (401)

Provisions for doubtful advances/debts (29,00,51,454) (2,58,76,983)

Investments written off - 22,69,00,000

Interest income 58,23,640 5,53,56,669

Interest expense 11,85,22,924 12,02,09,956

Operating profit before working capital changes (29,94,74,614) (4,81,87,655)

Decrease in Sundry Debtors 6,54,21,988 (1,03,42,842)

Decrease in Inventories 1,80,57,731 5,89,13,099

Decrease in Loans and Advances 38,44,50,797 10,95,85,312

Decrease in Sundry Creditors (13,29,18,816) (10,81,72,688)

Cash generated from operations 3,55,37,086 17,95,226

Income Tax paid (19,14,890) (2,86,93,843)

Net Cash from operating activities 3,36,22,196 (2,68,98,617)

Cash flow from investing activities

Purchase of Fixed Assets (2,74,38,632) (1,89,48,625)

Decrease in Fixed Assets 33,44,679 4,55,385

Interest received 58,23,640 5,53,56,669

Net cash used for investing activities (1,82,70,313) 3,68,63,429

Cash flows from financing activities

Finance Charges paid (55,25,399) (1,08,54,431)

Net cash used in financing activities (55,25,399) (1,08,54,431)

Net increase in cash and cash equivalents 98,26,484 (8,89,619)

Cash and Cash equivalents at beginning of the period 6,21,15,106 6,30,04,725

Cash and Cash equivalents at end of the period 7,19,41,590 6,21,15,106

(Amt. in Rupees)






Statement Pursuant to Section 212STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956 RELATING TO SUBSIDIARY COMPANIES

Name of the Subsidiary BPL Display Bharat Energy BPL SecuritiesDevices Limited Ventures Limited Private Limited

The Financial Year of Subsidiary Company ended on : 31st March, 2007 31st March, 2008 31st March, 2009

Shares of the subsidiary held by the Companyon the above date

1. Number and face Value 4,57,50,000 Equity 11,54,00,000 Equity 1,20,000 EquityShares of Rs. 10/- Shares of Rs.10/- Shares of Rs.10/-each, fully paid-up each, fully paid-up each, fully paid-up

2. Extent of the holding 83.18% 100% 99.04%

The net aggregate of profit (losses) of the subsidiaryso far as concerns the members of the Holding Company

I. Dealt within the accounts of the

Holding Company amount to :

a. for the subsidiary's current financial year : NIL NIL NIL

b. for previous financial years since it becamesubsidiary of Holding Company amount to : NIL NIL NIL

II. Not Dealt within the accounts of the HoldingCompany amount to :

a. for the subsidiary's current financial year : (Rs.38,04,58,079) (Rs.41,24,880) (Rs.82,858)

b. for previous financial years since it becamesubsidiary of Holding Company amount to : (Rs.108,94,80,237) (Rs.9,64,66,420) (Rs.22,01,69,966)

Changes in Company's interest in the above subsidiaries between 1st April, 2008 to 31st March, 2009 : NIL

Material changes between 1st April, 2008 to 31st March, 2009 in respect of the fixed assets of, investment of, moneys lent and moneys borrowed(other than meeting current liabilities) by the above subsidiaries : NIL


Ajit G Nambiar Capt. S Prabhala

Chairman & Managing Director Director

Bangalore V Ravi

15th May, 2009 Company Secretary

We have examined the attached consolidated Balance Sheet of BPL Limited asat 31st March, 2009 the consolidated Profit and Loss Account for the periodending on date mentioned above.

These financial statements are the responsibility of BPL Limited’s management.Our responsibility is to express an opinion on this financial statement based onour audit. We have conducted our audit in accordance with generally acceptedauditing standards in India. These standards require that we plan and performthe audit to obtain reasonable assurance whether the financial statements areprepared, in all material respects, in accordance with an identified financialreporting frame work and are free of material misstatements. An audit includesexamining on test basis evidence supporting the amounts and disclosures inthe financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by the management, as well asevaluating the overall financial statements. We believe that our audit provides areasonable basis of our opinion.

a) The accounts of the following subsidiaries have not been consolidated inview of Clause 11(b) of Accounting Standard 21;

i) BPL Display Devices Limited ii) Bharat Energy Ventures Limited iii) BPLSecurities Private Limited.

The impact, if any, of audit qualifications of the above companies is, therefore,not dealt with in this report.

b) The share of interest in Joint Venture Company namely SANYO BPL Private

Auditors' Report - on Consolidated Statement of AccountsLimited, where BPL Limited holds 50% interest, has been considered in theConsolidated Accounts, on proportionate consolidation method.

c) We report that the consolidated financial statements have been prepared bythe Company in accordance with the requirements of Accounting Standard(AS) 21, Consolidated Financial Statements, issued by the Institute of CharteredAccountants of India.

d) On the basis of the information and explanation given to us and on theconsideration of the separate audit reports on individual audited financialstatements of BPL Limited and its Jointly controlled entity, we are of theopinion that :

a. the consolidated Balance Sheet gives a true and fair view of theconsolidated state of affairs of BPL Limited as at 31st March, 2009

b. the consolidated Profit and Loss Account gives a true and fair view of theconsolidated results of the operations of BPL Limited for the year endedon 31st March, 2009; and

c. the Consolidated Cash Flow Statement of the consolidated cash flows ofthe group for the period ended on that date.



30 BPL Limited

SOURCES OF FUNDS

Shareholders Funds

Share Capital 1 299,87,47,280 229,44,30,390

Reserves and Surplus 2 236,35,84,580 236,35,84,580

536,23,31,860 465,80,14,970

Loan Funds

Secured Loans 3 300,63,60,035 301,11,27,570

Unsecured Loans 4 18,50,00,000 46,87,50,000

855,36,91,895 813,78,92,540


Fixed Assets 5 163,87,87,222 177,36,34,338

Investments 6 136,99,68,986 140,87,74,810



Less: Current Liabilities & Provisions 8 104,47,68,185 165,26,51,506

Net Current Assets 26,95,23,194 30,13,43,697

Profit and Loss Account 296,18,47,997 300,12,78,520

855,36,91,895 813,78,92,540


As atSchedule No. 31.03.2009 31.03.2008

(Amt. in Rupees)

Consolidated Balance Sheet






Consolidated Profit and Loss Account

For the year endedSchedule No. 31st March, 2009 31st March, 2008

INCOME

Gross Sales and other Income 135,31,15,148 230,89,34,234

Less : Excise Duty 5,99,97,775 21,84,01,794

Net Sales and other Income 9 129,31,17,373 209,05,32,440

EXPENDITURE

Cost of Materials 10 59,73,68,892 140,65,18,275

Salaries, wages and other benefits 11 32,80,95,777 25,31,86,509

Manufacturing and other expenses 12 17,95,90,227 53,78,27,744

Selling expenses 13 6,01,74,563 17,89,97,422

Finance charges 14 25,00,86,309 24,06,06,178

Depreciation 15,80,83,823 22,85,34,967

Impairment Loss on Asset - 65,42,09,342

157,33,99,591 349,98,80,435

Profit/(Loss) before Provisions and taxation (28,02,82,218) (140,93,47,995)

Provision for Diminution in value of investments (3,88,05,399) (90,75,00,000)

Provision for doubtful Advances/Debts (29,88,88,411) (3,73,60,073)

Profit/(Loss) before Tax (61,79,76,028) (235,42,08,068)

Fringe Benefit Tax (32,96,770) (49,42,271)


Profit / (Loss) after tax 3,94,30,523 (145,69,00,727)

Loss adjusted with reduction in sharecapital - 61,09,59,554



Earnings per Share

Equity Share of face value of Rs.10/-each

Basic 0.81 (30.03)

Number of shares used in computing earnings per share

Basic 4,85,10,244 4,85,10,244


(Amt. in Rupees)





32 BPL Limited

Consolidated Schedules Forming Part of Accounts

31.03.2009 31.03.2008

(Amt. in Rupees)


Authorised

5,00,00,000 Equity Shares of Rs.10/- each 50,00,00,000 50,00,00,000


Issued, Subscribed and Paid-up

4,85,10,244 Equity Shares of Rs. 10/- each 48,51,02,440 48,51,02,440

(4,46,89,900 Equity Shares of Rs. 10/- each)

Shares Forfeited 9,750 9,750

1,69,58,682 Redeemable Non-Cumulative Preference Shares of Rs.100/- each 169,58,68,200 169,58,68,200


299,87,47,280 229,44,30,390

SCHEDULE 2 : RESERVES & SURPLUS

Capital Reserves 49,800 49,800

Capital Redemption Reserve 53,33,00,000 53,33,00,000

Share Premium Account 183,02,34,780 183,02,34,780

236,35,84,580 236,35,84,580

SCHEDULE 3 : SECURED LOANS (Refer Note 4)

A. Debentures

B. Loans from Banks 4,59,74,724 45,81,69,065

C. Loans from Financial Institutions 260,69,83,277 219,47,88,936

Interest accrued and due 35,34,02,034 24,04,04,509

External Commercial Borrowings - 11,77,65,060

300,63,60,035 301,11,27,570

SCHEDULE 4 : UNSECURED LOANS

Working Capital Demand Loans from Banks - 23,37,50,000

Loan from Sanyo India Private Limited 18,50,00,000 23,50,00,000

18,50,00,000 46,87,50,000

SCHEDULE 5 : FIXED ASSETSGross Block at Cost Depreciation Net Block

As on As on For the As on As on As on01-04-08 Additions Deletions 31-03-09 year 31-03-09 31-03-09 31-03-08

Land 33,43,61,846 69,06,018 22,28,546 33,90,39,318 - - 33,90,39,318 33,43,61,846

Building 47,34,19,016 2,20,300 7,00,300 47,29,39,016 1,47,68,552 17,38,95,269 29,90,43,747 31,40,32,798

Plant & Machinery 224,77,71,409 10,46,132 9,00,81,856 215,87,35,685 12,97,14,120 139,18,20,982 76,69,14,703 89,99,29,456

Computer, Equipments and

Net working 10,07,80,102 1,01,99,436 68,74,772 10,41,04,766 59,47,325 9,12,90,945 1,28,13,821 1,46,26,401

Furniture & Fixtures 19,04,30,368 4,73,000 61,00,156 18,48,03,212 54,80,234 16,04,93,014 2,43,10,198 2,88,58,761

Vehicles 3,37,46,306 15,87,248 1,41,568 3,51,91,986 10,39,878 3,11,48,476 40,43,510 35,68,095

Research and

Developmental Expenditure 13,52,84,051 - - 13,52,84,051 11,33,716 12,97,70,817 55,13,234 66,46,950

Total 351,57,93,098 2,04,32,134 10,61,27,198 343,00,98,034 15,80,83,825 197,84,19,503 145,16,78,531 160,20,24,307Capital Work In Progress 18,71,08,691 17,16,10,031

163,87,87,222 177,36,34,338

Particulars


Schedules31.03.2009 31.03.2008


Trade - UnquotedA : In Subsidiary Companies 206,27,00,000 206,27,00,000B : Others 61,25,35,257 61,25,35,257Trade - Quoted 24,42,27,224 24,42,27,224Investment in Partnership Firms 3,88,05,399 3,88,05,824

295,82,67,880 295,82,68,305Less: Provision for diminution in Investments 158,82,98,894 154,94,93,495

136,99,68,986 140,87,74,810SCHEDULE 7 : CURRENT ASSETS, LOANS & ADVANCES

A. Current Assets

Inventories (as certified by management)

Finished Goods 3,30,39,208 10,17,52,080Work-in-Process 1,52,07,949 1,24,83,706Raw Materials 2,55,61,878 5,93,32,535Stock of Spares & Tools 3,07,94,109 3,91,10,414Materials in transit - 3,45,48,563

10,46,03,144 24,72,27,296Sundry Debtors [unsecured]Debts outstanding for more than six months- considered good 1,20,33,664 1,09,44,819- considered doubtful 12,65,88,388 11,97,22,480Less: Provision for Doubtful Debts 12,65,88,388 11,97,22,480

1,20,33,664 1,09,44,819Others 11,23,43,301 29,35,45,687

12,43,76,965 30,44,90,506

Cash & Bank BalancesCash in Hand 72,345 99,674Balance with Scheduled Banks- in Current A/C 5,23,18,072 5,39,01,127- in Short Term Deposit A/C 16,00,00,000 5,66,36,331

21,23,90,417 11,06,37,132

B. Loans & Advances(Unsecured considered good)Advances recoverable in cash or in kind or for value to be received 87,29,20,853 1,291,640,270considered doubtful 29,20,22,502 -Less: Provision for Doubtful Advances 29,20,22,502 -

131,42,91,379 1,953,995,203SCHEDULE 8 : CURRENT LIABILITIES & PROVISIONS

A. LiabilitiesSundry Creditors- dues to Micro, Small and Medium Enterprises - -- others 83,32,15,270 134,52,94,276Unencashed Dividend - 5,17,743Liability for Expenses 15,17,09,822 230,396,113Trade Deposits 5,98,43,093 76,443,374

104,47,68,185 1,652,651,506SCHEDULE 9 : SALES & OTHER INCOME

Gross Sales 99,66,95,495 220,14,05,464Less: Excise Duty 5,99,97,775 21,84,01,794Net Sales 93,66,97,720 198,30,03,670Other Income 33,54,20,987 5,10,45,104Profit on sale of assets - 55,615Interest Received (Gross) 2,09,98,666 5,64,28,051

129,31,17,373 209,05,32,440

(Amt. in Rupees)

34 BPL Limited

31.03.2009 31.03.2008

(Amt. in Rupees)

SCHEDULE 10 : COST OF MATERIALSOpening StockFinished Goods 10,17,52,080 15,70,15,535Work-in-process 1,24,83,706 4,19,54,900

11,42,35,786 19,89,70,435Materials ConsumedOpening Stock 9,75,06,217 19,62,45,809Purchases during the year 45,94,35,924 122,30,44,033Closing Stock (2,55,61,878) (9,75,06,217)

53,13,80,263 132,17,83,625Closing StockFinished Goods (3,30,39,208) (10,17,52,080)Work-in-Process (1,52,07,949) (1,24,83,706)

(4,82,47,157) (11,42,35,785)

59,73,68,892 140,65,18,275

SCHEDULE 11 : SALARIES, WAGES & OTHER BENEFITS

Salaries & Wages 28,75,11,734 21,51,08,044Contribution to PF & Other Funds 1,83,41,017 1,78,43,016Employees Welfare Expenses 1,42,27,026 1,93,35,449Remuneration to Directors 80,16,000 9,00,000

32,80,95,777 25,31,86,509

SCHEDULE 12 : MANUFACTURING AND OTHER EXPENSES

Consumables 49,40,378 1,68,29,679Power & Fuel 1,26,95,497 3,37,10,405Repairs to Machinery 19,05,095 19,86,830Repairs to Buildings & Facilities 1,72,77,372 1,99,17,739Rent 1,32,39,569 1,46,93,977Royalty expenses 9,92,662 1,03,45,172Rates & Taxes other than Income Tax 97,03,077 5,72,67,678Communication Charges 97,13,786 1,31,73,200Legal & Professional Charges 5,73,31,416 5,95,60,223Travel & Conveyance 4,03,39,854 6,54,00,636Other Expenses 97,55,007 1,49,42,323Share of Loss from Partnership Firm 425 401Loss on sale of assets 16,96,089 -Investments written off - 22,69,00,000Assets writtenoff - 30,99,483

17,95,90,227 53,78,27,744SCHEDULE 13 : SELLING EXPENSES

Freight & Insurance 2,97,43,334 6,86,81,305Turn Over Tax 4,85,714 63,40,332Advertisement & Publicity 78,09,960 5,21,79,045Bad debts written off 2,93,021 -Other Selling Expenses 2,18,42,534 5,17,96,741

6,01,74,563 17,89,97,422SCHEDULE 14 : FINANCE CHARGES

Interest- On Term Loans 13,55,68,552 11,79,88,631- To Banks and others 11,45,17,757 12,26,17,548

25,00,86,309 24,06,06,178

Schedules


SCHEDULE 15 : NOTES ATTACHED TO FORMING PART OF THE CONSOLIDATED ACCOUNTS FORTHE YEAR ENDED 31ST MARCH, 2009.1. Significant Accounting Policies

General : The financial statements have been prepared under historical cost convention inaccordance with Generally Accepted Accounting Principle in India and the provisions of theCompanies Act, 1956, as adopted consistently by the company.Fixed Assets : Fixed Assets, except Land and Building which were revalued as on 30.4.85, arestated at their original cost of acquisition including incidental expenditure related thereto, taxes,duties other than modvat credit availed and installation expenses. Net surplus or deficiencyarising when an asset is disposed, discarded, demolished or destroyed are duly accounted.Depreciation : Depreciation on Fixed Assets are provided on Straight Line Method at the ratesand manner prescribed under Schedule XIV of the Companies Act, 1956.Investments : Investments are stated at cost. Provisions are made to recognize permanentdiminution in the value of Investments.Inventories : Inventories are valued as under :Finished Goods : At lower of cost or realisable valueWork in Progress : At cost - inclusive of appropriate overheadsMaterials, Components & Spares : At weighted average cost including taxes & dutiesGoods in transit : At costForeign Currency Transaction : Transactions in foreign currency, other than those covered byforward contracts are accounted at exchange rates prevailing on the date of the transaction.Assets and liabilities in foreign currency not covered by forward contracts, are translated atexchange rate prevailing on the date of the Balance Sheet. The Net loss, if any, on conversion ischarged to revenue / asset account but gains if insignificant, is not accounted for.Research and Development : Fixed Assets purchased for Research and Development arecapitalised and depreciated as per the Company’s policy. Development expenditure which arerevenue in nature are considered as forming part of the Gross Block and are Amortised withreference to the estimated benefit derived from the product and process.Retirement Benefit : Contribution to recognised provident fund is made at predeterminedrates. There is no defined benefit scheme for Leave Encashment. The Company has an arrangementwith Life Insurance Corporation of India to administer its Gratuity and Superannuation Schemes.Borrowing Cost : Borrowing cost that are directly attributable to the acquisition, constructionor production of a qualifying asset are capitalised as part of the asset. Other borrowing costs arerecognized as expense in the period in which they are incurred.Revenue Recognition : Revenue in respect of sale of products are recognised when goods aresupplied to customers. Dividend income on Investments is accounted for when the right toreceive the payment is established. Interest income is recognized on a time proportionate basisconsidering the amount outstanding and rate applicable. Expenses are accounted for on accrualbasis and provision is made for all known losses and liabilities.Contingent Liability : All known liabilities are provided for in the accounts except liabilities ofa contingent nature, which are adequately disclosed in accounts.Basis of Consolidation : BPL Limited has recognized its interest in the Jointly Controlled entityto the extent of its interest under a Proportionate Consolidation Method. The Company has a50% interest in the Jointly Controlled Entity. No consolidated financial Statement of BPL Limitedand its subsidiaries are prepared in compliance of clause 11(b) of Accounting Standard 21. Intragroup transactions resulting unrealized profits/ lossess are eliminated to the extent of venturer’sinterest.

2. Share Capital includes 21930 Equity Shares of Rs.10/- each, allotted as fully paid up forconsideration other than cash and 9650000 Equity Shares of Rs.10/- each, allotted as BonusShares by Capitalisation of General Reserve during an earlier period.

3. 16958682 Non - convertible Non - cumulative 0.001% Preference Shares of Rs.100/- each, areredeemable in four equal installments at the end of the 11th,12th,13th and 14th year. ThePreference Shares were allotted on 15th December, 2005.

4. The loans / borrowings stated in Schedule 3 represent restated balances for lenders based on theoptions adopted by them respectively. However, confirmation of balance is yet to be obtained. Inaccordance with the terms of debt restructuring, the Company was to pay quartelry installmentsof Rs.884.32 lakhs commencing from May 2008. Due to lack of funds the payment has not beenmade. Interest on the loans have been provided based on the options, selected by the lenders.Loans are secured by:I. Loans of Rs.6537.84 Lakhs referred to in B of Schedule 3 is secured by a pledge of BPL

brand excluding BPL Brand of Colour Television.II. Loans of Rs.4097.26 lakhs referred to in B of Schedule 3 is secured by equitable mortgage

by deposit of title deeds of immovable property of the company in Coimbatore andresidential property in Bangalore and land in Hoskote.

III. Loans of Rs.1807.03 lakhs referred to in B of Schedule 3 is secured by equitable mortgageof leasehold property in Chennai and by a lien of fixed deposit with the bank.

IV. Loans of Rs.312.08 lakhs referred to in B of Schedule 3 is secured by equitable mortgage

Schedulesby deposit of title deeds of the Immovable property of the company situated at Taj Navaldistrict, Pune.

V. Loans of Rs.13315.62 lakhs referred to in B of Schedule 3 and loans of Rs.459.75 lakhs refrredto in A of Schedule 3 are secured by a common pool of all the assets of the companysituated at Palakkad, Doddabalapur, Dobespet and Bommasandra, and pledge of 22690000equity shares held by the Company in SANYO BPL Private Limited and a personal guaranteeof the Managing Director ( pending execution), ranking paripassu, with all the lenders.

5. CENVAT benefits on purchases have been accounted for, in accordance with the provisions ofAccounting Standard 2. Cenvat credit receivable has been included under the head advances.

6. As the company has no qualifying assets as defined in Accounting Standard 16, amount of borrowingcost that are directly attributable to the acquisition, construction or production of a qualifying assethave not been capitalised.

7. In accordance with the provisions of Accounting Standard 17, Company has only one reportingsegment viz, Electronic Industry. Segmental reporting as defined is therefore not applicable.

8. The Company’s restructuring proposal has been approved under CDR system vide letter dated 25thNovember, 2004. The salient features of terms of restructuring is waiver of certain percentage ofprincipal amount of loans outstanding as on cut off date, reduction of rate of interest on loansretained and transfer of CTV division to a JV company as a going concern . Profitability of residualbusiness of the company, Balance Sheet and Cash Flow were assessed by an independent authority.Based on their report, the management is confident of earning sufficient revenue to meet it’sliabilities and commitments. On the basis of above information, the current financial period accountshave been prepared on a going concern basis.

9. Related Party disclosure in accordance with Accounting Standard 18:(Rs. in lakhs)

Related Parties 1 2 3 TotalPurchase of goods 5.96 5.96Sales of goods 78.95 78.95Receiving of services 20.62 20.62Finance Transactions 1.12 136.45 137.57Advance for Share CapitalRemuneration 80.16 80.16Net outstanding Dr/(Cr) 1683.12 1630.36 (80.16) 3233.32

Name of the related parties and description of relationship :a. Subsidiaries: BPL Display Devices Limited, Bharat Energy Ventures Limited and BPL Securities

Private Limitedb. Joint Ventures : SANYO BPL Private Limitedc. Companies where Directors have control : Dynamic Electronics Pvt. Limited, Oriental Transport

Limited, ER Computers Pvt. Limited, Phoenix Holdings Pvt. Limited, Stallion Computers Pvt.Limited, Electro Investment Pvt. Limited, Nambiar International Investment Co. Pvt. Limited, BPLTelecom Pvt. Limited, BPL Technovision Pvt. Limited and NI Micro Technologies Pvt. Limited.

d. Key Management Personnel: Mr. Ajit G Nambiar, Chairman & Managing Director10. The Company does not have any “lease arrangement” as defined under Accounting Standard 19.11. No Provision for tax has been made for current period in view of losses made by the Company.

Deferred tax asset as envisaged by Accounting Standard 22 has been created by the company tothe extent reasonable certainity exists for the future profitability. The components of Deferred taxasset is as follows:Unabsorbed Depreciation Rs 89,49,36,824Unabsorbed carry forward Business Loss Rs. 591,16,66,576Total Rs. 680,66,03,400Deferred Tax Asset Rs. 231,35,64,496Less: Opening Deferred Tax Asset Rs. 165,28,61,175Deffered Tax Asset for the year Rs. 66,07,03,321

12. Remuneration has been paid to the Managing Director based on the approval received from theCentral Government.

13. Contingent Liabilities :a) Estimated amount of contracts remaining to be executed on Capital Account and not provided

on 31st March, 2009 - Rs. nil (Rs. nil)b) Demands against the Company not acknowledged as debts disputed in appeal as on 31st March,

2009 : Central Excise Rs. 455.51 lakhs (173.45 lakhs ), Customs Duty Rs. 668.77 lakhs ( Rs. 803.92lakhs), Sales Tax Rs. 2291.37 lakhs (Rs. 2953.58 lakhs ). The amounts are based on demands raisedby the respective authorities.

c) No reimbursements are expected from Contingent Liabilities.d) Deed of Gurantee favouring Allahabad Bank towards financial assistance of Rs.2000 lakhs

sanctioned by them to BPL Display Devices Limited.e) As per CDR scheme, Lenders have a recompense clause for economic loss due to restructuring,

which would be met out of any future cash flows of company. It is not possible to quantify theliability, if any, that may arise.





36 BPL Limited

Consolidated Cash Flow Statement(Amt. in Rupees)





31.03.2009 31.03.2008

Cash flow from operating activitiesNet profit/(loss) before taxation and extra - ordinary items (28,02,82,218) (140,93,47,995)

Adjustments for :

Depreciation 15,80,83,823 22,85,34,967

Assets written off 30,99,483

Impairment Loss on Asset 65,42,09,342

Profits/(Loss) on sale of assets (16,96,089) 55,615

Profit & Loss carried forward adjusted with reduction in Share capital 61,09,59,555

Conversion of ECB loan into Preference Shares (31,04,55,495)

Intangible assets written off 72,05,45,941

Provisions for doubtful advances/debts (29,88,88,411) (3,73,60,073)

Share of Profits/(Loss) from Partnership Firm (425) (401)

Investments written off 22,69,00,000

Interest income 2,09,98,665 5,64,28,050

Interest expense 25,00,86,309 24,06,06,178

Operating profit before working capital changes (19,03,02,648) (35,07,11,274)

Decrease in Sundry Debtors 18,01,13,541 4,11,79,280

Decrease in Inventories 14,26,24,152 20,69,36,928

Decrease in Loans and Advances 41,25,98,303 15,64,10,402

Decrease in Sundry Creditors (60,78,83,321) (14,77,93,195)

Cash generated from operations (6,28,49,974) (9,39,77,860)

Income Tax paid (61,21,114) (3,17,16,901)

Net Cash from operating activities (6,89,71,088) (12,56,94,761)

Cash flow from investing activities

Purchase of Fixed Assets (3,59,30,794) (2,83,53,374)

Decrease in Fixed Assets 1,99,25,009 7,94,710

Interest received 2,09,98,665 5,64,28,050

Net cash used for investing activities 49,92,880 2,88,69,386

Cash flows from financing activities

Proceeds from issue of Share Capital - Preference 70,43,16,890

Decrease in Borrowings (40,15,15,060) 24,70,95,940

Interest paid (13,70,70,336) (13,64,22,112)

Net cash used in financing activities 16,57,31,494 11,06,73,828

Net increase in cash and cash equivalents 10,17,53,285 1,38,48,453

Cash and Cash equivalents at beginning of the period 11,06,37,132 9,67,88,679

Cash and Cash equivalents at end of the period 21,23,90,417 11,06,37,132


Subsidiary Accounts - Bharat Energy Ventures Limited

Directors' Report

To the Members,

Your Directors take pleasure in presenting

the Twelfth Annual Report together with the

Audited Statement of Accounts of the

Company for the year ended 31st March,

2008.

RESPONSIBILITY STATEMENT

In terms of and pursuant to Section 217

(2AA) of the Companies Act, 1956, your

Directors, in relation to the Annual

Statement of Accounts, state and confirm

that :

a) the Accounts had been prepared on a

‘going concern’ basis and in such

preparation the applicable accounting

standards had been followed with

proper explanation relating to material

departures;

b) your Directors had 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 loss of your Company

for that period; and

c) your Directors had taken proper and

sufficient care for maintenance of

adequate accounting records in

accordance with the provisions of the

Companies Act, 1956 as amended, for

safeguarding the assets of the

Company and for preventing and

detecting fraud and other irregularities.

REVIEW OF OPERATIONS

Ramagundam Project

APTRANSCO had, in July 2004, terminated

the Power Purchase Agreement in respect

of the 2 x 260 MW Ramagundam Thermal

Power Project of M/s BPL Power Projects (AP)

Private Ltd., (BPL Power-AP) which was

entered into between BPL Power-AP and

APTRANSCO in July 2003 with a one-year

time-frame for achieving financial closure. In

consultation with all the Sponsors, BPL

Power Management is pursuing with

APTRANSCO / GoAP for reinstatement of the

PPA and is hopeful of such reinstatement. As

a fall back option, BPL Power – AP has also

initiated legal action to enforce its accrued

rights in the project as well the

reinstatement of the said PPA. Certain

Sponsor Equity issues still remain to be

addressed by BPL Power – AP.

The Government of AP vide its letter dated

19.12.2007, agreed to annul the PPA

termination notice of July 2004 issued by

APTRANSCO, and reinstating the said PPA

with a targeted project cost per mega watt

and levellised tariff. In addition, the

Government of AP has also acceded to the

request for increasing the project size to 600

mega watts from the existing 520 mega

watts. Amendments to the PPA pursuant to

the Government of AP letter, have been

agreed between APTRANSCO and BPL

Power, the project developer, and it is

understood that necessary approvals from

the Government of AP and AP Energy

Regulatory Commission are awaited. The

project activities would re-commence as

soon as these approvals are available.

Bharat EPDC Energy Private Limited

Bharat EPDC Energy Private Limited [BEEPL],

in which your company holds investment,

has been put under Members voluntary

winding up, based on its Members approval

at an EGM held on 17th November 2005.

Consequently, your company has written

down the value of investment held in BEEPL

to zero. Further, as a part of settlement of

moneys owed to BEEPL and owed by BEEPL

to your company, fixed assets in the nature

of office equipment held by BEEPL were

transferred to your company for a

consolidated consideration of Rs 250,000

[Rupees Two Lacs Fifty Thousands only]. The

effect of this settlement is shown the

accounts of your company during the

current year.

Cheemeni Project

There was no activity during the year in

respect of the Cheemeni Power Project of M/

s BPL Power Projects (Kerala) Private Ltd

(BPL-Kerala).

DIVIDEND

No Dividend is recommended to be paid

in view of the lower profits and the need

to preserve resources.

PUBLIC DEPOSITS

During the year, the Company has not

accepted any Public Deposits. As an NBFC

not taking public deposits, your Company

has given an undertaking not to accept any

Public Deposits in future without the prior

approval of the Reserve Bank of India.

CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION, FOREIGN EXCHANGE

EARNING AND OUTGO

Activities of your Company are mainly in the

nature of power project development and

hence information required to be provided

under Section 217(1)(e) of the Companies

Act, 1956 read with the Companies

(Disclosure of Particulars in the Report of the

Board of Directors) Rules, 1988 in relation to

Conservation of Energy and Technology

Absorption are currently not relevant to the

Company. There has been no foreign

exchange income or outgo during the year.

PARTICULARS OF EMPLOYEES

During the year under review, there was no

employee of the Company who was in

receipt of remuneration in excess of the

limits specified under Section 217(2A) of the

Companies Act, 1956 read with the

21

order.

2. The accounts for the year have beenprepared on a going concern basis inview of factors mentioned in Note no:4 of Schedule 8 to accounts. We are ofthe view that, the impact ofadjustments, if any, are not quantifiable,pending ascertainment of realizablevalues of these investments, had thoseaccounts been valued as a non-goingconcern.

3. Further to our comments in theAnnexure referred to in Paragraph 1and 2 above, we report that;

a) We have obtained all theinformation and explanationswhich to the best of our knowledgeand belief were necessary for thepurpose of our audit;

b) In our opinion proper books ofaccount as required by law havebeen kept by the Company so far asit appears from our examination ofthose books;

c) The Balance Sheet and Profit andLoss Account dealt with in thisreport are in agreement with thebooks of account of the Company;

d) In our opinion the Balance Sheetand Profit and Loss account dealtwith by this report comply with theAccounting Standards referred to inSub section (3C) of Section 211 of

AUDITOR’S REPORT

We have audited the attached Balance Sheetof Bharat Energy Ventures Limited as atMarch 31, 2008, and the Profit and LossAccount and the cash flow statement for theyear ended on that date annexed thereto.These financial statements are theresponsibility of the Company’smanagement. Our responsibility is toexpress an opinion on these financialstatements based on our audit.

We conducted our audit in accordance withAuditing Standards generally accepted inIndia. Those Standards require that we planand perform the audit to obtain reasonableassurance about whether the financialstatements are free of material misstatement. An audit includes examining, ona test basis, evidence supporting theamounts and disclosures in the financialstatements. An audit also includes assessingthe accounting principles used andsignificant estimates made by management,as well as evaluating the overall financialstatement presentation. We believe that ouraudit provides a reasonable basis for ouropinion.

1. As required by the Companies(Auditor’s Report) Order, 2003, issued bythe Central Government of India, interms of Section 227 (4A) of theCompanies Act, 1956, we give in theAnnexure a statement on the mattersspecified in paragraphs 4 & 5 of the said

3 4

Companies (Particulars of Employees) Rules,

1975, as amended.

AUDIT COMMITTEE

During the year, there was no change in the

Audit Committee of your Company which

was re-constituted in 2004.

AUDITORS

M/s T Velu Pillai & Co., Chartered

Accountants, the retiring Auditors of the

Company, are eligible for re-appointment.

The Company has received a certificate

under Section 224(1) of the Companies Act,

1956 from them indicating their eligibility

for re-appointment.

ACKNOWLEDGEMENTS

Your Directors thank and express their

gratitude for the support and co-operation

received from BPL Limited, the Holding

Company, the State Governments and

Electricity Boards of Andhra Pradesh and

Kerala, the Central Electricity Authority, the

Financial Institutions, Banks and other

Central/State Govt. Ministries and

departments involved in the projects.

On behalf of the Board

A M Saleem Shashi Nambiar

Director Director

Bangalore

1st September, 2008

ADDENDUM TO THE DIRECTORS REPORT

Explanation for the Auditors’ Comments in

their Report & Annexure

1. At serial No.2 of the Auditors Report

relating to Going Concern concept

Management is of the opinion and confident

that the company would continue to be a

going concern.

2 . At serial No.9 (a) & (b) of Annexure to the

Auditors Report relating to remittance of

Statutory Dues

There have been instances of delays in

remittance of undisputed statutory dues

of income-tax deducted at source and

service tax.

Due to cash flow constraints there have been

some delays in remittance of TDS and

Service Tax. However, income tax deducted

at source has been remitted and steps have

been initiated to clear other dues.

On behalf of the Board

A M Saleem Shashi Nambiar

Director Director

Bangalore

1st September, 2008

38 BPL Limited

the Companies Act, 1956, to theextent applicable;

e) On the basis of the writtenrepresentations received from theDirectors as on 31st March,2008 andtaken on record by the Board ofdirectors, we report that none of theDirectors is disqualified as on 31st

March 2008 from being appointedas Director in terms of clause (g) ofsub-section (1)of Section 274 of theCompanies Act, 1956;

f ) In our opinion and to the best of ourinformation and according to theexplanations given to us, the saidaccounts, read together with thenotes thereto, and subject to ourcomments in paragraph 2 above,give the information required by theCompanies Act, 1956, in the mannerso required and give a true and fairview in conformity with theaccounting principles generallyaccepted in India;

i) In the case of the Balance Sheet, ofthe state of affairs of the Companyas at March 31, 2008,

ii) in the case of the Profit and LossAccount, of the Loss of the Companyfor the year ended on that date, and

iii) in the case of the Cash flowStatement, of the cash flows for theyear ended on that date.

As required by the ‘Non-Banking FinancialCompanies Auditors’ Report (Reserve Bank)Directions,1998, we further state that wehave submitted a Report to the Board ofDirectors of the company containing astatement on the matters specified in thesaid Directions, namely the following:

A. The company has obtained thecertificate of Registration from theReserve Bank of India.

B. We further report that,

a. The Board of Directors of thecompany has passed a resolution fornon acceptance of any publicdeposits.

b. The Company has not accepted anypublic deposits during the yearunder review.

c. The Company has, through a Boardresolution, identified the groupCompanies namely BPL PowerProjects (AP) Private Limited, andthat;

i. the aggregate cost ofinvestments made in thesegroup Companies is notconsidered to be less than 90%of the Company’s total assets;

ii. the Company continues to holdthe securities of the said groupcompany as long terminvestment ;and

iii. the Company has not traded inthis investment during the yearunder review.

For T Velu Pillai & Co.,Chartered Accountants

Bangalore M S Ram (26687)1st September, 2008 Partner

ANNEXURE TO THE AUDITORS’ REPORT(Annexure referred to in Auditor’s Report tothe members of BHARAT ENERGY VENTURESLIMITED, for the year ended on 31st March2008.)

1. (a) The company has maintainedproper records showing fullparticulars including quantitativedetails and situation of fixed assets.

(b) The Fixed asset of the Companyhave been physically verified by themanagement at reasonableintervals and no materialdiscrepancies between the bookrecords and physical inventory werenoticed.

(c) During the year, company haswritten off a major part of fixedassets owing to impairment. In ouropinion, various other factors hadalready affected the going concernstatus of the Company.

2. As the Company has not purchased/sold goods during the year nor is there

any inventory, requirement of reportingon physical verification of stocks ormaintenance of inventory records, inour opinion does not arise.

3. The company has neither granted nortaken any loans secured or unsecuredto or from Companies, firms or otherparties covered in the Registermaintained under Section 301 of theCompanies act, 1956. Consequently,clauses iii(b),(c),(d),(e),(f ) and (g) of theOrder are not applicable to theCompany for the current year.

4. In our opinion, and according to theinformation and explanations given tous, there is adequate internal controlsystem commensurate with the size ofthe Company and the nature of itsbusiness for purchase of inventory andfixed assets, and for the sale of goodsand services. During the course of ouraudit, no continuing failure, to correctany major weakness in the internalcontrol system, has been noticed.

5. In our opinion, and according to theinformation and explanations given tous, there are no transactions that needto be entered into the registermaintained in pursuance of Section 301of the companies Act, 1956, hence,Clause v(b) of the Order is notapplicable to the Company.

6. The Company has not accepteddeposits from the public and


657 8

consequently, the directives issued bythe Reserve Bank of India and theprovisions of Section 58A and 58AA ofthe Companies Act, 1956 and rulesthereunder are not applicable to theCompany.

7. In our opinion, the company has aninternal audit system commensuratewith the size and the nature of itsbusiness.

8. According to the information andexplanations provided by themanagement, the Company is notengaged in production, processingmanufacturing or mining activities.Hence, the provisions of section209(1)(d) of the Companies Act’1956 donot apply to the company. Hence, in ouropinion, no comment on maintenanceof cost records under section 209(1)(d)is required.

9. (a) According to the records of theCompany and information andexplanation given to us, there havebeen delays in remittance of materialamounts towards Ser vice tax, ValueAdded Tax and Income Tax Deducted atSource during the year.

(b) According to the information andexplanations given to us, no undisputedamounts payable in respect of incometax, wealth tax, sales tax, custom dutyand excise duty were outstanding, as at31st March 2008 for a period of more

than six months from the date of theybecame payable, other than Income Taxdeducted at source of Rs.1.00 lac andservice tax amounting to Rs.15.30 lacs.

(c) According to the records of thecompany, there are no dues of IncomeTax, Sales Tax, Service Tax, Wealth Tax,Customs Duty, Excise Duty, and cess,which have not been deposited onaccount of any dispute.

10. The Accumulated loss of the Companydoes not exceed 50% of its net worthas at 31st March’ 2008. The Company hasincurred a cash loss of Rs.36.62 lacs inthe current financial year, and a cashloss of Rs.24.93 lacs in the immediatelypreceding financial year.

11. According to records of the company,the Company has not borrowed anysum from any financial institution orbank, nor issued any debentures till 31st

March, 2008r. Hence, in our opinion, thequestion of reporting on defaults inrepayment of dues to financialinstitutions or banks or debenture doesnot arise.

12. According to the records of theCompany, the Company has notgranted any loans or advances on thebasis of security by way of pledge ofshares, debentures and other securities.

13. In our opinion, and according to theinformation and explanations provided

by the management, we are of theopinion that the company is neither aChit Fund nor a nidhi/mutual benefitsociety. Hence, in our opinion, therequirement of para 4 (xiii) of the Orderdoes not apply to the company.

14. As per the records of the company andaccording to the information andexplanation given to us by themanagement, the Company is notdealing or trading in shares, securities,debentures and other investments.

15. According to the records of thecompany and on the basis ofinformation and explanationsprovided to us by the management,we report that the company has notgiven any guarantee for loans taken byothers from banks or financialinstitutions.

16. According to the records of theCompany, the Company has notobtained any term loans. Hence, therequirements of paragraph 4(xvi) of theorder are not applicable to theCompany.

17. According to the information andexplanations given to us and on anoverall examination of the balancesheet of the company, we report thatfunds raised on short-term basis havenot been used for long terminvestments by the Company.

18. According to the records of the

Company and the information andexplanations provided by themanagement, the Company has notmade any preferential allotment ofshares to parties and companiescovered in the register maintainedunder section 301 of the CompaniesAct, 1956.

19. According to the records of theCompany, the Company has not issuedany debentures.

20. The Company has not raised anymoney by public issues during theperiod under audit.

21. Based upon the audit proceduresperformed and on the information andexplanations given by themanagement, we report that no fraudon or by the Company has been noticedor reported during the year.

For T Velu Pillai & Co.,Chartered Accountants

Bangalore M S Ram (26687)1st September, 2008 Partner



PROFIT & LOSS ACCOUNT (Amt. in Rupees)

For the year endedParticulars 31.03.2008 31.03.2007

INCOME

Other Income 875 2,595

Staturory Audit fee 56,120 56,120

Tax Audit fee 16,836 16,836

Construction Project Implementation costs 21,10,383 8,73,097

Office Expenses 94,945 1,46,224

Electricity Charges 64,332 -

Repairs & Maintenance 36,000 -

Rent & Maintenance 12,32,072 13,92,511

Donation 50,000 -

Interest & Bank Charges 2,118 904

Preliminary Expenditure Written off 4,27,500 4,27,500

Depreciation 35,449 1,89,845

Total 35,449 31,13,036

PROFITS

Profit/(Loss) before taxation (41,24,880) (31,10,441)

Tax Expenses

Current Tax - 4,737

Fringe Benefit Tax - 34,958

Deferred Tax on Timing Difference - -

Profit/(Loss) after tax (41,24,880) (31,10,441)


Balance available for Appropriation (9,64,66,420) (9,23,41,540)

Appropriation

of the Reserve Bank Of India Act,1934) - -


Notes on Accounts 8

As per our Report of even date annexed.

For T Velu Pillai & Co., For and on behalf of the BoardChartered Accountants

M S Ram A M Saleem Shashi NambiarPartner Director Director

Bangalore J Srinivasan27th July, 2007 Company Secretary

BALANCE SHEET (Amt. in Rupees)

As atParticulars Sch. No. 31st March, 2008 31st March, 2007

SOURCES OF FUNDS

Shareholders Funds 1 130,65,90,000 117,01,40,000

Reserves & Surplus 2 55,87,430 55,87,430

Deferred Tax Liability 6,10,000 6,10,000

TOTAL 131,27,87,430 117,63,37,430


Fixed Assets 3 12,95,71,186 16,29,043

Investments 4 115,86,55,200 86,61,55,200


Less : Current Liabilities & Provisions 6 14,76,01,069 14,22,09,138

Net Current Assets -7,60,17,576 21,16,71,947

Miscellaneous Expenditure

(Preliminary Expenditure to the extent not

written-off or adjusted) 41,12,200 45,39,700

Profit & Loss Account 9,64,66,420 9,23,41,540

TOTAL 131,27,87,430 117,63,37,430

Notes on Accounts 8

Schedules 1 to 7 form an integral part of this Balance Sheet




Bangalore J Srinivasan27th July, 2007 Company Secretary

109

Schedules Forming Part of the Accounts (Amt. in Rupees)

Particulars As at31.03.2008 31.03.2007


Authorised

140,000,000 Equity Shares of Rs 10/- each 140,00,00,000 120,00,00,000

Issued, Subscribed & Paid-up

115,400,000 (115,400,000 as on 31.03.2006) Equity Shares 115,40,00,000 115,40,00,000

of Rs.10/- each, fully paid-up

Advance for Share Capital 15,25,90,000 1,61,40,000

130,65,90,000 117,01,40,000

SCHEDULE 2 : Reserve and Surplus

Surplus

Special Reserve 55,87,430 55,87,430

Profit & Loss Account - -

55,87,430 55,87,430


Trade

A) BPL Power Projects (AP) Pvt. Ltd. 115,86,55,200 866,155,200

11,58,65,520 Equity shares of Rs.10/- fully paid- Unquoted

(As on 31.03.2007 - 86,615,520 Equity Share of

Rs.10/- each, fully paid Unquoted)

115,86,55,200 866,155,200

Schedule Forming Part of the Account (Amt. in Rupees)

ParticularsAs at

31.03.2008 31.03.2007

SCHEDULE 5 : CURRENT ASSETS, LOANS & ADVANCESA. Current Assets

Cash in hand 2,840 9,512Balance with Scheduled Banks in Current Accounts 98,26,077 2,64,650Sundry Debtors (Unsecured, Considered Good)Debts outstanding for more than six months 5,39,38,393 5,38,74,520

6,37,67,310 5,41,48,682B. Loans & Advances

(Unsecured considered good)Advances 72,65,881 29,91,82,100Advance Tax 5,50,303 5,50,303

7,15,83,494 35,38,81,085SCHEDULE 6 : CURRENT LIABILITIES AND PROVISIONS

Sundry Creditors for expenses 14,55,81,323 14,01,89,392Provision for Income Tax 20,19,746 20,19,746

14,76,01,069 14,22,09,138SCHEDULE 7: OTHER INCOME

Investments - 2,595Interest received 87,500 -Write back of Excess Tax Provision (05-06) - -

875 2,595

SCHEDULE 3 : FIXED ASSETS

GROSS BLOCK DEPRECIATION NET BLOCK

PARTICULARS As on Additions Deletions As on Upto For the Deletion for Upto As on As on01.04.07 31.03.08 01.04.07 period the period 31.03.08 31.03.08 01.04.07

Computer 11,05,753 11,05,753 10,80,968 5,682 - 10,86,650 19,103 24,785

Office Equipments 20,19,472 76,000 20,95,472 6,88,526 12,729 - 7,01,255 13,94,217 13,30,946

Furniture & Fixtures 1,96,062 1,96,062 44,677 12,446 - 57,123 1,38,939 1,51,385

Vehicles 48,210 - - 48,210 5,647 4,592 - 10,239 37,971 42,563

Sub - Total 33,69,497 76,000 - 34,45,497 18,19,818 35,449 - 18,55,267 15,90,230 15,49,679

Capital Work in Progress -

Capital Advance 79,364 12,79,01,592 12,79,80,956 - - - - 12,79,80,956 79,364

Total 34,48,861 12,79,77,592 - 13,14,26,453 18,19,818 35,449 - 18,55,267 12,95,71,186 16,29,043

Previous Year Figures 34,74,325 - 25,464 34,48,861 16,55,032 1,89,845 25,059 18,19,818 16,29,043 18,19,293

SCHEDULE 8 : NOTES FORMING PART OF BALANCE SHEET AS AT 31.03.2008

I. SIGNIFICANT ACCOUNTING POLICIESAccounting Convention

Accounts are prepared on historical cost convention in accordance with Indian Generally AcceptedAccounting Principles, the accounting standards issued by the Institute of Chartered Accountants ofIndia and the Indian Companies Act, 1956, as adopted consistently by the Company.

The fundamental accounting assumptions underlying the preparation and presentation of financialstatements are :

a) Going concern: The enterprise is viewed as continuing in operation for the foreseeable future.

b) Consistence: The accounting policies are consistent from one period to the next.

c) Accrual: Revenues and costs are accrued as they are earned or incurred and recorded in the financialstatement of the period to which they relate

Fixed Assets : Fixed Assets are stated at cost of acquisition including related expenditure thereon

Depreciation : The company follows Straight Line Method of depreciation, at the rates prescribed underSchedule XIV of the Companies Act, 1956.

11 12

40 BPL Limited

Foreign Currency Transaction

Transactions in foreign currency, other than those covered by forward contracts are accounted at exchangerates prevailing on the date of the transaction. Assets and liabilities in foreign currency not covered by forwardcontracts are translated at exchange rate prevailing as at the end of financial year.

Investments

Investments being long term in nature are stated at cost. Provision is made for any permanent diminution invalue of investments.

Revenue Recognition

Revenue from contract work is recognized on a percentage completion basis; however, no income isrecognized or billed till there arises virtual certainty of the same being realized.

Contingent Liability

All known liabilities are provided for in the Accounts, except liabilities of a contingent nature which areadequately disclosed in accounts

2. The company, at present, does not have liability towards payment of Gratuity.

3. The Company has not raised any Public Deposits, [within the meaning of Acceptance of DepositRegulations relating to Non-Banking Finance Companies, issued by the Reserve Bank of India from timeto time], during the year under review. The Company is in fact classified as a Non-Deposit takingSystemically Important [ND-SI] NBFC, by the Reserve Bank of India.

4. The Government of Andhra Pradesh, Energy Department has, vide its letter dated 19.12.2007, agreed tothe reinstatement of the BPL Ramagundam Project PPA on as is where is basis while affording increasein project capacity and capping the cost of project and levellised tariff. The Shareholders and the Directorsof BPL Power are committed to recommencing project construction activity at the earliest possibleopportunity. However, BPL Power Projects (AP) is yet to sign the revised power purchase agreement. TheCompany is the principal investor and the chief sponsor of the Ramagundam project being set up byBPL Power. In view of the developments as stated above, the financial statements of the Company forthe year ended March 31, 2008 have been prepared on a going concern basis. Auditors of M/s BPL Power(AP) in their report on accounts of that company for the financial year ended 31.03.07 have qualified theassumption of going concern as being contingent upon favorable outcome of efforts of that company inexecuting an amended Power Purchase Agreement to carry on its business. The accounts of that companyfor the current financial year are yet to be adopted.

5. Pursuant to an arrangement between the Company and BPL Power projects (AP) Private Limited, theCompany has agreed to assist BPL Power in carrying out certain critical areas of work of the Company inrespect of the Ramagundam project, and incurring certain expenses towards, including but not limitedto protecting assets at site, work related to reinstatement of PPA, reinstatement of coal linkage agreement,identifying and bringing in prospective investors, finalizing Engineering, Procurement and ConstructionContract and Operation and Maintenance Contract and thereafter to achieve financial closure of theproject. The Company would charge BPL Power on a success basis, i.e the ability of BPL Power to generateadequate funds. Claims on this account would be payable only on generation of adequate funds by BPLPower and the impact of which is not ascertainable at this stage.

6. There are no dues to any Small Scale Industrial Undertakings. There are no dues to Small Medium

Enterprises. The management is of the opinion that none of the payments due by the company areowed to Small & Medium Enterprises. The auditors have relied upon this representation by themanagement

7 Due to inadequacy of profits, the Company has not transferred 20% of it’s profits for the year to SpecialReserve as required under Section 45 IC of the Reserve bank of India Act, 1934.

8. Estimated amount of contract remaining to be executed on Capital account and not provided for is8085.95 Lacs (Previous year NIL)

9. Balances due from sundry creditors are subject to confirmation/ reconciliation.

10. Payment to Auditors (inclusive of Service Tax)

Current Year Previous Year

Remuneration for Statutory audit Rs. 56,120 Rs. 56,120

Remuneration for tax audit Rs. 16,836 Rs. 25,630

11. Expenditure in Foreign Currency : Nil Nil

12. Earning per share is calculated on per share basis and there is no dilution in equity during theyear.

13. The impact of deferred tax adjustments as required by AS – 22 issued by the Institute of CharteredAccountants of India has not been considered due to the uncertainty of recovery of the same in thenear future.

14. The Company has only one reportable segment and hence segmental reporting as required by AS- 17 is not applicable.

15. As none of the assets are cash generating units, no provision has been made for their impairmentas required by AS - 28.

16. The company has no taxable income and hence no provision has been made for taxation.

17. Particulars regarding additional information in accordance with the provisions of para 3, 4C, 4D ofpart II of schedule VI of the companies Act 1956 are not provided as the same is not applicableconsidering the nature of business of the Company.

18. Previous year’s figures have been regrouped, wherever necessary.




Bangalore J Srinivasan1st September, 2008 Company Secretary


1413

BPL Securities Private Limited1 2

AUDITORS’ REPORT

BPL Securities Private Limited, Bangalore

We have audited the attached Balance Sheet of BPL

Securities Private Limited as on 31st March 2009 and

the Profit & Loss Account of the Company for the

year ended on that date annexed thereto. These

financial statements are the responsibility of the

Company’s management. Our responsibility is to

express an opinion on these financial statements

based on our audit.

We conducted our audit in accordance with auditing

standards generally accepted in India. Those

standards require that we plan and perform the

audit to obtain reasonable assurance about whether

the financial statements are free of material

misstatement. An audit includes examining, on a

test basis, evidence supporting the amounts and

disclosure in the financial statements. An audit also

includes assessing the accounting principles used

and significant estimates made by management, as

well as evaluating the overall financial statement

presentation. We believe that our audit provides a

reasonable basis for our opinion.

(I) As required by the Companies (Auditor’s Report)

Order, 2003, as amended by order 2004, isssued

by the Central Government in terms of

Section 227(4A) of the Companies Act, 1956,

and on the basis of such examination of the

books and the information and explanations

given to us during the course of our audit we

enclose in the Annexure our comments on the

matters specified in Paragraph 4 and 5 of the

said Order.

(II) Further to our comments in the Annexure

referred to in Paragraph above, we report

that:

(i) We have obtained all the information and

explanations which to the best of our

knowledge and belief were necessary for

the purpose of our audit;

(ii) In our opinion proper books of accounts as

required by law have been kept by the

Company so far as appears from our

examination of the books;

(iii) The Balance Sheet and the Profit & Loss

Account dealt with by the Report are in

agreement with the books of accounts;

(iv) In our opinion, the Balance Sheet and the

Profit and Loss Account dealt by this report

comply with the Accounting Standards

referred to in sub-section 3(C) of Section 211

of the Companies Act, 1956;

(v) According to the information and

explanations given to us and on the basis

of written representations received from the

directors of the Company, taken on record

by the Board of Directors, none of the

directors of the Company is disqualified as

on 31st March 2009 from being appointed

as a director under Clause (g) of sub section

(1) of Section 274 of the Companies Act,

1956; and

(vi) In our opinion and to the best of our

information and according to the

explanations given to us the said Balance

Sheet and the Profit & Loss Account read

together with the notes annexed to and

forming part of the accounts for the year

ended 31st March, 2009 give the information

required by the Companies Act, 1956, in the

manner so required and give a true and fair

view in conformity with the accounting

principles generally accepted in India

(a) in the case of the Balance Sheet of the

state of affairs of the Company as at

31st March, 2009 and

DIRECTORS’ REPORT

To the Members,

Your Directors submit the Seventeenth AnnualReport on the business and operations of theCompany together with Audited Statement ofAccounts for the year ended 31.03.2009.

Operations

During the year under review, the Company has notearned any income. The expenditure for the yearamounted to Rs.82,858/- and the loss for the yearamounted to Rs. 82,858/-,

Dividend

Since the Company has not made any profit duringthe year under review, your Directors have notrecommended any dividend.

Deposits

During the year, the Company has not accepted anydeposits from the public and hence no amount wasoutstanding as on the date of Balance Sheet.

Employees

Information in terms of Section 217(2A) of theCompanies Act, 1956, read with the Companies(Particulars of employees) Rules, 1975, is Nil.

Particulars under Section 217(1)(e)

Since the Company is not carrying on anymanufacturing activities, no comments are made inrespect of research and development, conservationof energy, technology absorption, adaptation andinnovation as required under Section 217(1) (e) ofthe Companies Act, 1956, read with Companies(Disclosure of particulars in the Report of Board ofDirectors) Rules, 1988.

Foreign Exchange Earnings and Outgo

During the year, the Company has not earned norincurred any foreign exchange.

Subsidiary status /change of name of theCompany

Your Company continues to be a subsidiary of BPLLimited by virtue of latter’s holding 1,20,000 fullypaid equity shares of Rs.10/- each, constituting99.04% of the paid up capital of the Company.

DirectorsIn accordance with the Articles of Association of theCompany Mrs. Meena Nambiar retires by rotationand being eligible offers herself for re-election.

Compliance CertificateIn accordance with the proviso to Section 383-A (1)of the Companies Act, 1956, a Cer tificate ofCompliance obtained from the Company Secretaryin Whole time Practice is attached to this Report.

Directors’ responsibility statementPursuant to the requirement under Section 217(2AA)of the Companies Act, 1956, with respect to Directors’Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for thefinancial year ended 31.03.2009 the applicableaccounting standards have been followed alongwith proper explanation relating to materialdepartures;

ii) the Directors have selected such accountingpolicies and applied them consistently and madejudgements and estimates that were reasonableand prudent so as to give a true and fair view ofthe state of affairs of the Company at the end ofthe financial year 31.03.2009 and of the loss ofthe Company for that period;

iii) the Directors have taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions of theCompanies Act, 1956, for safeguarding the assetsof the Company and for preventing and detectingfraud and other irregularities;

iv) the Directors have prepared the accounts for thefinancial year ended 31.03.2009 on a goingconcern basis.

AuditorsM/s Gowthama & Associates, Chartered Accountants,Bangalore, hold office as auditors till the conclusionof forthcoming Annual General Meeting and beingeligible offer themselves for re-appointment.

For and on behalf of the Board

Thankam Nambiar Meena Nambiar

Director Director

Bangalore26th June, 2009


Subsidiary Accounts - BPL Securities Private Limited

435 6

(10) In our opinion the accumulated losses of the

Company at the end of the financial year

31.03.2009 exceeds fifty per cent of its net

worth on account of forfeiture of investment

,held as inventory, by the investee company

and that the Company has incurred cash losses

during the financial year ended on that date

and in the immediately preceding financial

year.

(11) The Company has not taken any loan from

financial institution or bank or issued any

debentures. Accordingly, para 4(xi) of the

Companies (Auditor’s Report) Order 2003, as

amended by order 2004, is not applicable.

(12) The Company has not granted loans and

advances on the basis of security by way of

pledge of shares, debentures and other

securities. Accordingly, para 4(xii) of the



(13) The Company is not in purview of the

provisions of any special statute applicable to

chit fund and nidhi/mutual benefit fund/

society. Accordingly, para 4(xiii) of the



(14) According to the information and explanations

given to us the Company is not dealing or

trading in shares, securities, debentures and

other investments. Accordingly, para 4(xiv) of

the Companies (Auditor’s Report) Order 2003,

as amended bu order 2004, is not applicable.


given to us the Company has not given

guarantee for loan taken by others from banks

and financial institutions and hence para 4(xv)

of the Companies (Auditor’s Report) Order

2003, as amended by order 2004, is not

applicable.

(16) The Company has not obtained any term loan.

Accordingly, para 4(xvi) of the Companies

(Auditor’s Report) Order 2003, as amended by

order 2004, is not applicable.

(17) The Company has not raised any funds on

short term basis and used for long term

investment and vice versa.

(18) The Company has not made any preferential

allotment of shares to parties and companies

covered in the Register maintained under

Section 301 of the Act. Accordingly, para

4(xviii) of the Companies (Auditor’s Report)

Order 2003, as amended by order 2004, is not

applicable.

(19) The Company has not issued any debentures.

Accordingly, para 4(xix) of the Companies

(Auditor’s Report) Order 2003, as amended by

order 2004, is not applicable.

(20) The Company has not raised any money by

public issues during the year. Accordingly, para

4(xx) of the Companies (Auditor ’s Report)

Order 2003, as amended by order 2004, is not

applicable.

(21) According to the information and

explanations given to us no fraud on or by the

Company has been noticed or reported during

the year.

For Gowthama & Associates

Chartered Accountants

Bangalore H V Gowthama

26th June, 2009 Partner (M.No.14353)

(b) in the case of the Profit and Loss

Account of the loss for the year ended

on that date.

For Gowthama & Associates

Chartered Accountants

Bangalore H V Gowthama

26th June, 2009 Partner (M.No.14353)

ANNEXURE REFERRED TO IN PARAGRAPH I OF THE

AUDITORS’ REPORT TO THE MEMBERS OF BPL SECURITIES

PRIVATE LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED

31ST MARCH 2009

(1) The Company does not own fixed assets.

Consequently the clause 4(i)(a) to 4(i)(c) of the

Companies (Auditor’s Report) Order, 2003, as


(2) The Company is not carrying on any

manufacturing activity nor the Company ’s

nature of operations require it to hold

inventories. Consequently the clause 4(ii)(a) to

4(ii)(c) of the Companies (Auditor’s Report) Order,

2003, as amended by order 2004, is not

applicable.

(3) (a) The Company has borrowed an amount of

Rs. 1,32,500 from two Companies being

interest free unsecured loans for which

repayment date has not been stipulated.

(b) The terms and conditions of the above

mentioned loans are prima facie not

prejudicial to the interest of the Company.

(4) In our opinion there are adequate internal

control procedures commensurate with the size

of the Company and the nature of its business.

The activities of the Company do not involve

purchase of inventory and the sale of goods.

During the course of our audit no major

weakness has been noticed in the internal

controls.


given to us there are two transactions that need

to be entered into the register maintained in

pursuance of Section 301 of the Companies Act,

1956 has been entered where necessary.

(6) The Company has not accepted any deposits

from the public and consequently the directives

issued by the Reserve Bank of India, the

provisions of Sections 58A and 58AA of the

Companies Act, 1956, and the rules framed there

under are not applicable.

(7) In our opinion the Company has an internal audit

system commensurate with its size and the

nature of its business.

(8) According to the information and explanation

given to us maintenance of cost records have

not been prescribed by the Central Government

under Section 209(1)(d) of the Companies

Act, 1956.

(9) (a) According to the information and

explanation given to us, the Company

during the financial year, is regular in

depositing undisputed statutory dues

including provident fund, investor education

and protection fund, employees state

insurance, income-tax, sales tax, wealth tax,

customs duty, excise duty, cess and other

material statutory dues, whichever is

applicable to the Company, with appropriate

authorities.

(b) In our opinion and according to the

information and explanations given to us

there are no disputes pending in respect of

Sales tax, Income-tax, Customs duty, Wealth

tax, Excise duty and cess before any forum

of appeal or otherwise.

BALANCE SHEET (Rupees)

As atParticulars Sch. No. 31.03.2009 31.03.2008

SOURCES OF FUNDS

Shareholders’ Funds

a. Share Capital 1 22,62,11,600 22,62,11,600

b. Reserves and Surplus - -

Loan Funds

Secured Loan - -

Unsecured Loan 2 2,32,500 1,32,500

22,64,44,100 22,63,44,100


Fixed Assets - -

Investments 3 10,000 10,000

Current Assets, Loans & Advances 4 63,33,095 63,23,528

Less: Current Liabilities & Provisions 5 68,961 76,536

Net Current Assets 62,64,134 62,56,992

Miscellaneous Expenditure to theextent not written off or adjusted - -

Profit & Loss Account 22,01,69,966 22,00,87,108

22,64,44,100 22,63,44,100

As per our report of even date annexed

for Gowthama & Associates For and on behalf of the BoardChartered Accountants

H V GowthamaPartner Director

Bangalore26th June, 2009 Director

Profit and Loss Account (Rupees)

For the year endedParticulars Sch. No. 31.03.2009 31.03.2008

INCOME

Miscellaneous Income - -

- -

EXPENDITURE

Bank charges 182 182

Profession tax 2,500 -

Audit fee 5,515 5,618

Filing fee 1,500 3,500

Demat charges 66,732 -

Professional fees 6,318 5,618

82,858 14,918

Profit/(Loss) for the year (82,858) (14,918)

Provision for diminution in market

value of quoted shares added back - -


Balance carried over to Balance Sheet (22,01,69,966) (22,00,87,108)





42 BPL Limited

Subsidiary Accounts - BPL Securities Private Limited

7 89

NOTES ANNEXED TO AND FORMING PART OF THE

ACCOUNTS FOR THE YEAR ENDED 31/03/2009

1. The accounts have been prepared on the basis

of historical cost.

2. Revenue recognition: The revenues and

expenses are accrued as they are earned or

incurred and recorded in the financial

statements of the period to which they relate.

3. The Company follows fundamental accounting

assumption, viz. going concern, consistency

and accrual.

4. The long term investment has been valued at

cost.

5. The Company does not own any fixed assets.

Further, since the Company is not likely to earn

any profit in the foreseeable future, pursuant

to Accounting Standard 22 issued by the

Institute of Chartered Accountants of India no

deferred tax asset or liability has been

recognised.

6. The Company is a subsidiary of BPL Limited by

virtue of latter’s holding of 1,20,000 fully paid

equity shares of Rs.10 each constituting 99.04%

of the paid up capital of the Company.

7. The Company has not accepted any public deposit

and the Board resolution has also been passed to

this effect. Since the entire investments are in one

group companies as per Notification dated

31.01.1998 of Reserve Bank of India under Non-

banking Financial Companies acceptance of

Public Deposits (Reserve Bank) Directions, 1998,

the provisions of Regulations of NBFCs are not

applicable to this Company. However, the RBI has

returned the Company ’s application for

registration under RBI Act treating it as belated

application.

8. The Company has no employees and hence no

provision has been made for retirement benefits.

9. The Company had no outstanding dues to small

scale industrial undertakings as at 31.03.2009.

10. Earnings and expenditure in foreign currency : Nil

11. Payment to auditors for statutory audit : Rs.5,618

12. Figures for previous year have been re-grouped

or re-arranged wherever necessary to conform to

the current year’s presentation.





Schedules Forming Part of the Accounts (Rupees)

ParticularsAs at

31.03.2009 31.03.2008

SCHEDULE 1 : Share Capital

Authorised Capital

3,01,50,000 (3,01,50,000) Equity Shares of Rs.10/- each 30,15,00,000 30,15,00,000

Issued, Subscribed and Paid up Capital

1,21,160 equity shares of Rs.10/- each, fully paid up

(1,21,160 equity shares of Rs.10/- each, fully paid up) 12,11,600 12,11,600

Shares forfeited account 22,50,00,000 22,50,00,000

22,62,11,600 22,62,11,600

SCHEDULE 2 : Unsecured Loan

Inter corporate Loan 2,32,500 1,32,500

2,32,500 1,32,500

SCHEDULE 3 : Investments

Long term, non trade and unquoted (At cost)

1,000 Equity Shares of Rs.10/- each, fully paid up

in Quartz Finance Private Limited 10,000 10,000

SCHEDULE 4 : Current Assets, Loans and Advances

A. Current Assets

i) Balance in Current A/c with Canara Bank 5,484 5,484

ii) Balance in Current A/c with Bank of India 47,611 38,044

B. Loans and Advances (unsecured, considered good

and recoverable in cash or in kind or for value to be

received) 62,80,000 62,80,000

63,33,095 63,23,528

SCHEDULE 5 : Current Liabilities and Provisions

A. Liabilities 68,961 76,536

B. Provisions - -

68,961 76,536

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

I. REGISTRATION DETAILS

Registration No. 12981 State Code 08

Balance Sheet date 31.03.2009

II. CAPITAL RAISED DURING THE YEAR (Amount : Rs. in thousands)

Public issue - Rights issue -

Bonus issue - Private placement -

III. POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (Amount : Rs. in thousands)

Total Liabilities 226445 Total Assets 226445

SOURCES OF FUNDS APPLICATION OF FUNDS

Paid up Capital 1212 Net Fixed Assets -

Share forfeiture a/c 225000 Net Current Assets 6265

Secured Loans - Investments 10

Reserves & Surplus - Profit & Loss Account 220170

Unsecured Loans 233

IV. PERFORMANCE OF COMPANY(Amount : Rs. in thousands)

Turnover/Income Nil Total Expenditure 83

Profit before Tax (83) Profit after Tax (83)

Earning per share (Rs.) NA Dividend Rate (%) NA

V. GENERIC NAMES OF THREE PRINCIPAL PRODUCTS/SERVICES OF COMPANY(As per monetary terms)

Item Code No. (ITC Code) Product description

Not applicable Investment in shares






BPL LimitedRegd. Office : BPL Works,Palakkad - 678 007, Kerala

ADMISSION SLIP

Notes:

1. Members / Proxies must bring the admission slip duly completed and signed and hand over the same at theentrance.

2. Admission is restricted strictly for members and valid proxies only. Please bring your copy of the enclosed AnnualReport.

3. Shareholders intending to require information about accounts, to be explained at the Meeting, are requested toinform the Company atleast a week in advance of their intention to do so, so that the papers relating thereto maybe made available, if the Chairman permits such information to be furnished.

Folio No./Client ID No. : No. of shares held :

Please � Whether

MEMBER

JOINT HOLDER

PROXY

Member's or Proxy's Signature :

BPL LimitedRegd. Office : BPL Works,Palakkad - 678 007, Kerala

PROXY FORM

Notes:1. The form should be signed as per specimen signature registered with the Company.2. The proxy form duly completed must reach the Registered Office of the Company at BPL Works, Palakkad 678 007,

Kerala, atleast 48 hours before the Meeting. A Proxy need not be a member.3. Shareholder/Proxy holder should bring his/her copy of the Annual Report for reference at the Meeting.

Folio No./Client ID No. : No. of shares held :

I/We, ..........................................................................................................................................................................................................................

....................................................................................................................................................................................................................................

of................................................................... in the district of ...........................................................................................................................

being a member / members of BPL Limited, hereby appoint..........................................................................................................

................................................................................................................................................................................................................................of

................................................................................... in the district of ...........................................................................................................or

failing him..........................................................................................................................................................................................................of

........................................................................... in the district of .......................................................................................................................

as my / our proxy to vote for me / us on my / our behalf at the 45th Annual General Meeting of the Company to be held

at Palakkad on 30th September, 2009 and at any adjournment thereof.

Signed, this............................................. day of ..................................... 2009.

Signature.........................

For Office Use Only Proxy No .: Date of Receipt :

CUT HERE

CU

T H

ERE

45th Annual General Meeting - 30th September, 2009Venue : Sri Chackra International, Krishna Gardens, Chandranagar P.O., Palakkad - 678 007, Kerala, Time : 10.00 AM

Affix30 paiseRevenue

Stamp

annual report for 2007-08 bpl

Documents