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Corporate Information

BOARD OF DIRECTORS CORPORATE OFFICE


Ajit G Nambiar, Chairman & Managing Director Dynamic House, No. 64, Church Street,
Anju Chandrasekhar Bangalore 560 001
S Padmakumar
MANUFACTURING FACILITIES
KS Prasad
BPL Works, Palakkad 678 007, Kerala
Capt. S Prabhala
Doddaballapur 561 203, Bangalore District
K Jayabharath Reddy
Suraj L Mehta
M Sudhendranath, Nominee - ICICI (upto 11.11.2008)
Subhash Bathe

COMPANY SECRETARY &


COMPLIANCE OFFICER Contents Page No.
V Ravi
Notice ......................................................................................... 3-5

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

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


AUDITORS
Auditors' Report ................................................................ 16-17
M/s. T Velu Pillai & Co.,
Chartered Accountants, Bangalore Balance Sheet ........................................................................... 18
Profit and Loss Account ........................................................ 19

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

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


REGISTERED OFFICE
BPL Works, Palakkad 678007, Kerala 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

2 BPL Limited
Notice of Annual General Meeting
NOTICE is hereby given that the 45th Annual General Meeting of BPL Limited, will be held 2. In the alternative to equity shares mentioned above, the Board /Committee of the Board
on Wednesday, the 30th September, 2009 at 10.00 A.M. at Sri Chackra International, Krishna may also issue bonds, equity warrants or other securities convertible or non-convertible
Gardens, Chandranagar P.O., Palakkad - 678 007, Kerala, to transact the following business: into equity shares, as may be permitted in law, from time to time.
ORDINARY BUSINESS All such issues as above are to be made in pursuance of Employees’ Stock Option Scheme
1) To consider and adopt the Profit & Loss Account for the year ended 31st March, 2009 (ESOS/ ESOP) or in such other forms as may be permitted in law, to be drawn up and approved
and the Balance Sheet as at that date together with Reports of Directors and the by the Board/Committees of the Board.
Auditors thereon. 8) To consider and if thought fit, to pass with or without modification(s), the following
2) To appoint a Director in place of Mr. K S Prasad, who retires by rotation, and being eligible, resolution as a Special Resolution:
offers himself for re-election. RESOLVED THAT pursuant to the provisions of Section 81(1A) and all other applicable
3) To appoint a Director in place of Mr. S Padmakumar, who retires by rotation, and being provisions, if any of the Companies Act, 1956 (including any statutory modification(s) or re-
eligible, offers himself for re-election. enactments thereof for the time being in force), the Memorandum and Articles of Association
of the Company, Listing Agreements entered into by the Company with the Stock Exchanges
4) To appoint Auditors to hold office from the conclusion of this Meeting until the
where the shares of the Company are listed, Disclosure and Investor Protection Guidelines
conclusion of the next Annual General Meeting and to authorise the Board of Directors
issued by the Securities and Exchange Board of India (SEBI) and other applicable Regulations
to fix their remuneration.
/ Guidelines and subject to such other approvals, permissions, consents and/or sanctions as
SPECIAL BUSINESS may be necessary or expedient under the applicable laws, rules and regulations and subject
5) To consider and if thought fit, to pass with or without modification(s), the following to such terms, conditions, alterations and modifications as may be considered appropriate,
resolution as an Ordinary Resolution: and agreed to by the Board of Directors (hereinafter referred to as “the Board”, which term
shall include any Committee of Directors), consent of the Company be and is hereby accorded
“RESOLVED that pursuant to the provisions of Section 16, 94 and all other applicable
to the Board to offer, issue, and allot in one or more tranche(s) 20,00,000 equity shares to the
provisions, if any, of the Companies Act, 1956 (including any statutory modification or re-
Employees/ such categories of Directors as may be permitted, through a Employee Stock
enactment thereof for the time being in force), the Authorized Share Capital of the Company
Option Scheme, determined in accordance with SEBI (Employee Stock Option Scheme and
be and is hereby reclassified from the existing Rs. 225,00,00,000/- (Rupees two hundred
Employee Stock Purchase Scheme), Guidelines, 1999, as amended, on such terms and
twenty five Crores only) comprising of 5,00,00,000 (Five Crores) Equity Shares of Rs 10/-
conditions as the Board of Directors in its absolute discretion may deem fit and that the
(Rupees Ten only) each and 1,75,00,000 (One Crore Seventy Five Lakhs only) Redeemable
Board be and is hereby authorized to finalise all matters incidental thereto as it may in its
Preference Shares of Rs.100/- ( Rupees One Hundred only) each to Rs. 225,00,00,000/-
absolute discretion think fit, in accordance with all applicable laws, rules and regulations
(Rupees Two Hundred Twenty Five Crores only) comprising of 5,50,00,000 (Five Crores Fifty
for the time being in force.
Lakhs) Equity Shares of Rs 10/- (Rupees Ten only) each and 1,70,00,000 (One Crore Seventy
Lakhs only) Redeemable Preference Shares of Rs.100/- ( Rupees one hundred only) each, “RESOLVED FURTHER THAT pursuant to the provisions of the Listing Agreement executed
and consequently, the existing Clause V of the Memorandum of Association of the Company, by the Company with the Stock Exchanges that the total options granted to the Non-
relating to Share Capital be and is hereby altered by deleting the same and substituting in Executive Directors including independent directors of the company shall not exceed
its place and stead, the following as new Clause V: 10% (ten percent) of the total options granted to the employees, in any financial year and in
aggregate, during the tenure of this scheme.
V. “The Authorised Share Capital of the Company is Rs.225,00,00,000/- (Rupees Two
Hundred Twenty Five Crores only) comprising 5,50,00,000 (Five Crores Fifty Lakhs ) Equity RESOLVED FURTHER THAT the equity shares so issued under Employee Stock Option
Shares of Rs.10/- (Rupees Ten only) each and 1,70,00,000 (One Crore Seventy Lakhs) Scheme shall rank pari passu with the existing equity shares of the Company in all respects
Redeemable Preference Shares of Rs.100/- (Rupees One Hundred only) each with a including payment of dividend.
power to increase or reduce the capital of the Company and to divide the shares in the RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board be and
capital for the time being into several classes and to attach thereto respectively, such is hereby authorized to agree, make and accept all such term(s), condition(s), modification(s)
preferential, deferred, qualified or special rights, privileges or conditions, as may be and alteration(s) as it may deem fit including those stipulated or required by any relevant
determined by or in accordance with the Articles of Association of the Company and to authorities or by their bye-laws, rules, regulations or guidelines and the Board is also hereby
vary, modify, amalgamate or abrogate any such rights, privileges or conditions in such authorized to resolve and settle all questions, difficulties or doubts that may arise in regard
manner as may be permitted by the Companies Act, 1956 or the Articles of Association to such offer, issue and allotment, to finalise and execute all agreements, documents and
of the Company, for the time being”. writings and to do all acts, deeds and things in this connection and incidental as the Board
6) To consider and if thought fit, to pass with or without modification(s), the following may in its absolute discretion deem fit without being required to seek any further consent or
resolution as a Special Resolution: approval of the Company or otherwise to the end and intent that they shall be deemed to
have been given approval thereto expressly by the authority of this Resolution.
RESOLVED THAT in accordance with the provisions of Section 31 and all other applicable
provisions, if any, of the Companies Act, 1956, the Articles of Association of the Company be “RESOLVED FURTHER THAT the Company shall conform to the accounting policies
and is hereby altered as follows : prescribed from time to time under the ESOP Guidelines.
A. The existing Article 3 of the Articles of Association of the Company be and is hereby 9) To consider and if thought fit, to pass with or without modification(s), the following
deleted and be substituted in its place by the following new Article: resolution as a Special Resolution:
New Article 3: RESOLVED THAT pursuant to the provisions of Section 81(1A) and all other applicable
“The Authorised Share Capital of the Company is Rs.225,00,00,000/- (Rupees Two Hundred provisions, if any of the Companies Act, 1956 (including any statutory modification(s) or re-
Twenty Five Crores only) comprising 5,50,00,000 (Five Crores Fifty Lakhs ) Equity Shares of enactments thereof for the time being in force), the Memorandum and Articles of Association
Rs.10/- (Rupees Ten only) each and 1,70,00,000 (One Crore Seventy Lakhs) Redeemable of the Company, Listing Agreements entered into by the Company with the Stock Exchanges
Preference Shares of Rs.100/- (Rupees One Hundred only) each, with a power to increase or where the shares of the Company are listed, Disclosure and Investor Protection Guidelines
reduce the capital of the Company and to divide the shares in the capital for the time being issued by the Securities and Exchange Board of India (SEBI) and other applicable Regulations
into several classes and to attach thereto respectively, such preferential, deferred, qualified / Guidelines and subject to such other approvals, permissions, consents and/or sanctions as
or special rights, privileges or conditions, as may be determined by or in accordance with may be necessary or expedient under the applicable laws, rules and regulations and subject
the Articles of Association of the Company and to vary, modify, amalgamate or abrogate to such terms, conditions, alterations and modifications as may be considered appropriate,
any such rights, privileges or conditions in such manner as may be permitted by the and agreed to by the Board of Directors (hereinafter referred to as “the Board”, which term
Companies Act, 1956 or the Articles of Association of the Company, for the time being”. shall include any Committee of Directors), consent of the Company be and is hereby accorded
to the Board to offer, issue, and allot in one or more tranche(s) of equity shares through a
7) To consider and if thought fit, to pass with or without modification(s), the following Employee Stock Option Scheme, determined in accordance with SEBI (Employee Stock Option
resolution as a Special Resolution: Scheme and Employee Stock Purchase Scheme), Guidelines, 1999, as amended, on such terms
RESOLVED THAT in accordance with the provisions of Section 31 and all other applicable and conditions as the Board of Directors in its absolute discretion may deem fit and that
provisions, if any, of the Companies Act, 1956, the Articles of Association of the Company be the Board be and is hereby authorized to finalise all matters incidental thereto as it may in
and is hereby altered by inserting a new Article 4A, after Article 4( c) as follows : its absolute discretion think fit, in accordance with all applicable laws, rules and regulations
New Article 4A: for the time being in force to the employees and such categories of Directors of any
Subsidiaries, of the Company, as may be permitted under SEBI Guidelines, out of the total
Subject to the provisions of the Companies Act, 1956 and the Articles of Association, the shares earmarked under the Employees’ Stock Option Scheme.
Board may from time to time, create, offer and issue to or for the benefit of the Company’s
employees and to such categories of Directors as may be permitted and to the employees / “RESOLVED FURTHER THAT pursuant to the provisions of the Listing Agreement executed
Directors of the Company’s Holding Company or Subsidiary Companies, such number of by the Company with the Stock Exchanges that the total options granted to the Non-
equity shares of the Company of the face value of Rs. 10/-, for subscription on such terms Executive Directors including independent directors of the subsidiary companies shall not
and conditions, as may be determined by the Board/Committee of the Board, prior to the exceed 10% (ten percent) of the total options granted to the employees of such subsidiary
issue and offer, in consultation with the authorities concerned, and in accordance with such companies, in any financial year and in aggregate, during the tenure of this scheme, out of
Guidelines / Regulations or other provisions of law, as may be prevalent at that time, but the total quantity to be determined for the subsidiary companies.
ranking pari passu, with the existing equity shares of the Company : RESOLVED FURTHER THAT the equity shares so issued under Employee Stock Option
1. The issue price of such shares shall be determined by the Board /Committee of the Board Scheme shall rank pari passu with the existing equity shares of the Company in all respects
in accordance with the laws prevalent at the time of the issue. including payment of dividend.

Annual Report 2008-2009 3


Annexure to Notice
RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board be and Pursuant to Section 31 of the Companies Act, 1956, the amendment in the articles of
is hereby authorized to agree, make and accept all such term(s), condition(s), modification(s) association requires the consent of the shareholders of the Company in the General Meeting.
and alteration(s) as it may deem fit including those stipulated or required by any relevant The Directors recommend the Resolutions as set out in item No. 7 for members’ approval.
authorities or by their bye-laws, rules, regulations or guidelines and the Board is also hereby
authorized to resolve and settle all questions, difficulties or doubts that may arise in regard None of the Directors of the Company is concerned or interested in the Resolution.
to such offer, issue and allotment, to finalise and execute all agreements, documents and Item No. 8
writings and to do all acts, deeds and things in this connection and incidental as the Board
Your company has always believed in rewarding employees for their continuous hard work,
may in its absolute discretion deem fit without being required to seek any further consent or
dedication and support, which has led the company on a growth path. To enable more and
approval of the Company or otherwise to the end and intent that they shall be deemed to
more employees to enjoy the fruits of growth that the company has witnessed, it is proposed
have been given approval thereto expressly by the authority of this Resolution.
to implement an Employee Stock Option Scheme called ESOS -2009. The main objective of
“RESOLVED FURTHER THAT the Company shall conform to the accounting policies the scheme is to give employees who are performing well, a certain minimum opportunity to
prescribed from time to time under the ESOP Guidelines. gain from the company’s performance thereby acting as a retention tool.
By order of the Board Stock Options have long been recognized, as an effective instrument, to align the interests of
Bangalore V Ravi employees with those of the company, and its shareholders, provide an opportunity to the
25.08.2009 Company Secretary employees to share in the growth of the company and create long term wealth in the hands
of the employees and stock options create a common sense of ownership between the
Registered Office : BPL Works, Palakkad-678 007, Kerala. Company and its employees, paving the way for an unified approach to the common objective
NOTES: of enhancing overall shareholders’ value.
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND The following explanatory statement sets out the various disclosures as required by clause
AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE PROXY SO APPOINTED NEED NOT BE A MEMBER OF 6.2 of the Securities and Exchange Board of India (Employees Stock Option Scheme and
THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED AT THE COMPANY’S REGISTERED Employee Stock Purchase Scheme) Guidelines, 1999 (herein referred to as the ESOP Guidelines)
OFFICE NOT LATER THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING. PROXIES, and the salient features of the ESOS-2009 are as under:
ONCE ISSUED WILL HOLD GOOD FOR ANY ADJOURNMENT OF THIS ANNUAL GENERAL MEETING. (a) Total Number of Options to be granted
2. Members / Proxies should bring the Attendance Slip sent herewith duly filled in, for The total number of options to be granted under this scheme to the employees including
attending the Meeting. independent Directors of the Company whether working in or outside India of the Company,
3. The Register of Members and Share Transfer Books of the Company will be closed from would not exceed 20,00,000 options. One option entitles the holder of option to apply for
21st September, 2009 to 30th September, 2009 (both days inclusive). one equity share of the company.
4. Shareholders intending to require information about accounts, to be explained at the (b) Identification of classes of employees entitled to participate in the ESOS – 2009
Meeting, are requested to inform the Company at least a week in advance of their The Permanent employees in the in the grade of Senior Managers & above and Independent
intention, so that the papers relating thereto may be made available, if the Chairman & Whole Time Directors of the Company and also the employees and Whole time Directors
permits such information to be furnished. including Independent directors of its subsidiary Companies, including new employees joining
5. Pursuant to the clauses of the listing agreement, additional information on Directors in future are eligible to participate in this ESOS 2009.
seeking re-election at the Annual General Meeting is appended to this Notice. Employees who are either promoters or belong to promoter group as defined in SEBI
6. Shareholders are requested to address all their correspondence including on matters Guidelines will not be eligible for grant of options under ESOS – 2009. Further, a Director who
related to Share Transfers, Non-receipt of Annual Report etc., to the Investors’ Service either by himself or through his relative or through any body corporate, directly or indirectly
Cell, at Dynamic House, No. 64, Church Street, Bangalore – 560 001. holds more than 10% of the outstanding equity shares of the Company shall not be eligible
to participate in ESOS-2009.
By order of the Board
The options granted to an employee will not be transferable to any person and shall not be
Bangalore V Ravi
pledged, hypothecated, mortgaged or otherwise alienated in any other manner.
25.08.2009 Company Secretary
(c) Requirements of vesting and period of vesting
Registered Office : BPL Works, Palakkad-678 007, Kerala.
The options granted shall vest so long as the employee continues to be in the employment
of the company. Vesting of options shall take place over a maximum period of 3 years with a
ANNEXURE TO NOTICE minimum vesting period of 1 year from the date of grant.
Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 Vesting of Employee Stock Options granted under ESOP – 2009 occurs in tranches as
follows:
In conformity with the provisions of Section 173(2) of the Companies Act, 1956, the following
explanatory statement sets out all material facts relating to the special business mentioned Period Vesting Proportion
in the accompanying Notice and should be taken as forming part of the Notice. At the end of one year from the date of Grant 40%
Item Nos. 5 and 6
At the end of two years from the date of Grant 30%
It is proposed to reclassify the Authorised Share Capital of the Company by reducing 5 lakhs
of Preference Shares (i.e. from 175 lakhs to 170 lakh shares ) of Rs.100/- each, and enhancing At the end of three years from the date of Grant 30%
the Equity Shares by 50 lakhs (from existing 500 lakhs to 550 lakhs shares) of Rs.10/ each
aggregating Rs.5 crores, in view of the proposed introduction of Employee Stock Option (d) Maximum period of vesting within which the options shall be vested
Scheme (ESOP), to reward employees for their continuous hard work, dedication and support, The maximum period of vesting may extend up to 3 years from the date of grant of options.
which has led the company on a growth path and to enable the employees to enjoy the fruits
of growth that the company has witnessed in the recent past. A detailed explanatory note on (e) Exercise Price or Pricing Formula
the Employee Stock Option Scheme has been furnished below vide Item No. 8 of the The exercise price shall be a price, as may be determined by the Board / Compensation
Explanatory Statement. Consequently, the relevant clauses in the Memorandum and Articles Committee, which shall not be less than the par value of the share and more than the market
of Association of the Company require suitable amendments, as mentioned in Resolutions value of the share.
under Item Nos. 5 and 6 of the Notice.
The Board / Compensation Committee could under special circumstances decide that the
Accordingly, consent of the Shareholders has been sought to reclassify the Authorized Share Exercise Price shall be Rs.10/- per share. In such cases, the immediately succeeding Directors’
Capital of the Company, as stated above. Report / Corporate Governance Report shall carry details of the same.
Sections 16,94 and 31 of the Companies Act, 1956, provide inter-alia that the reclassification/ (f ) Exercise Period and the process of Exercise
alteration of Capital Clauses in the Memorandum and Articles of Association of the Company,
Exercise period will commence from the vesting date and may extend up to 6 months from
requires the consent of the Shareholders in a General Meeting.
the date of vesting of options. The Options will be exercisable by the Employees by a written
A copy of the Memorandum and Articles of Association of the Company being amended is application to the designated officer of the Company to exercise the Options, in such manner
open for inspection by the members during the office hours at the Registered Office of the and on execution of such documents, as may be prescribed by the ESOS Compensation
Company. The Directors recommend the Resolutions as set out in item Nos. 5 and 6 for Committee under the Scheme. The Options will lapse if not exercised within the specified
members’ approval. exercise period.
None of the Directors of the Company is concerned or interested in the Resolutions. (g) Appraisal Process for determining the eligibility of employees to ESOS–2009
Item No. 7 Performance Appraisal & Development System for ESOS
It is proposed to alter the Articles of Association by inserting a new Article “4A” after Article Objectives
4(c), for the purpose of enabling issue of equity shares to the permanent employees/directors
• To serve as a means of increasing organizational effectiveness
of the company and its subsidiaries under the Employee Stock Option Scheme (ESOP),
pursuant to applicable SEBI Guidelines. • To provide an opportunity for promoting an atmosphere of trust and openness

4 BPL Limited
Annexure to Notice
• To reward meritorious performance Item No. 9
• To set individual performance target, in line with organizational goals & It is proposed to extend the Employee Stock Option Scheme called ESOS -2009 to the
employees and directors of the subsidiary companies. The main objective of the scheme is to
• To bring in a culture of customer service.
give employees who are performing well, a certain minimum opportunity to gain from the
All regular employees’ performance will be reviewed annually. Review period for all company’s performance thereby acting as a retention tool.
categories will be 1st April to 31st March every year.
Clause 6.3 (a) of the ESOP Guidelines requires that any ESOS scheme for offering stock options
Employees who have completed 6 months of service as on 1st of July after confirmation to the employees of the subsidiary company must be approved by the shareholders by way
will come under Annual Review. All review guidelines printed on the review forms will of a special resolution. Furthermore, as the scheme will entail further shares to be offered to
be strictly followed. persons other than existing shareholders of the company, consent of the members is required
by way of a special resolution pursuant to the provisions of Section 81(1A) of the Companies
(h) Maximum number of options to be issued per employee and in aggregate
Act, 1956.
The maximum number of options to be granted to each employee will depend upon the Accordingly the resolutions set as Item No. 9 are being placed for the approval of shareholders
rank/designation of the employee as on the date of grant of options. However, no employee pursuant to the provisions of Section 81 (1A) of the Companies Act, 1956 and Clause 6.3 (a) of
shall be entitled to more that 1% of the issued capital at the time of grant of options in any the ESOP Guidelines and all the applicable provisions of law for the time being in force.
single fiscal year of the company. Total number of options in aggregate reserved under the
Scheme is 20,00,000. The Compensation Committee shall decide on the number of options Yours Directors recommend the resolutions to be passed as Special Resolution.
to be granted to each employee within this limit. Except Capt. S Prabhala, who is a Director of one of the Subsidiaries and who may be granted
As per the revised Clause 49 of the Listing Agreement, the resolution for introducing Employee stock options/ equity shares under the Scheme, none of the other Directors are interested or
Stock Options should specify the limits for the maximum number of stock options that can concerned in this resolution.
be granted to Non-Executive Directors, including Independent Directors, in any financial year
INFORMATION ON DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT AT THE
and in aggregate. Accordingly, it is proposed to fix the following limits for Non-executive
ANNUAL GENERAL MEETING
directors:
Mr. K S PRASAD
- Not to exceed 10% (ten percent) of the total options granted to the employees, in any
financial year and in aggregate, during the tenure of this scheme. Mr. K S Prasad, 75 has been associated with BPL for more than two decades. He is a graduate
in science and holds a post-graduate diploma from Madras Institute of Technology. He brings
(i) Accounting Methods with him extensive business experience and is a well-known coffee planter.
The company shall conform to the accounting policies specified in Clause 13.1 of the SEBI Mr. K S Prasad is the Chairman of Investors’ Relation Committee of BPL Limited.
(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999,
and /or such other guidelines as may be applicable from time to time. MR. S PADMAKUMAR

(j) Method of valuation of these options Mr. S Padmakumar, 75, has been associated with the Company for nearly 2 decades. After a
distinguished academic career, he entered the Indian Administrative Service, during which
The Company shall calculate the employee compensation cost using intrinsic value method. he had held several key positions including those of Industries Secretary, Finance Secretary,
The difference between the compensation cost so calculated and the compensation cost Chairman and Managing Director of Kerala State Industrial Development Corporation (KSIDC),
that would have been recognized if the Company had used Fair Value Method and its impact amongst others, before retiring as Chief Secretary to the Government of Kerala. He has
on the profits and earnings per share shall be disclosed in the Directors’ Report. considerable experience in the management of industrial undertakings both as Chief
(k) Disclosures in the Directors’ Report Executive and at the Board level. He continues to serve on the Boards of several Companies
other than BPL Limited.
The Company shall calculate the employee compensation cost using the intrinsic value of
Companies in which Mr. S Padmakumar is a Director : English Indian Clays Limited, Binani
the stock options. The difference between the employee compensation cost so computed
Industries Limited, Binani Cement Limited, Binani Zinc Limited, Binani Lead Limited, Goa Fibre
and the employee compensation cost that shall have been recognized if the company had
Limited, City Theatres Private Limited
used the fair value of the stock options shall be disclosed in the Directors Report and also the
impact of this difference on profits and on EPS of the company shall also be disclosed in the Names of the Company in which Mr. S Padmakumar is a Chairman / Member of Committee / s
Directors Report.
Clause 6 of the ESOP Guidelines requires that any ESOS scheme for offering stock options to Sl. No. Name of the Company Nature of position
the employees of the company must be approved by the shareholders by way of a special A Audit Committee
resolution. Furthermore, as the scheme will entail further shares to be offered to persons
Binani Industries Limited Chairman
other than existing shareholders of the company, consent of the members is required by way
of a special resolution pursuant to the provisions of Section 81(1A) of the Companies Act, Binani Cement Limited Chairman
1956. Goa Fibre Glass Limited Member
Accordingly the resolutions set as Item No. 8 are being placed for the approval of shareholders Binani Lead Limited Member
pursuant to the provisions of Section 81 (1A) of the Companies Act, 1956 and Clause 6 of the
B Investors’ Relation Committee
ESOP Guidelines and all the applicable provisions of law for the time being in force.
Binani Industries Limited Member
Yours Directors recommend the resolutions to be passed as Special Resolutions.
Binani Cement Limited Chairman
Capt. S Prabhala, Mr.K Jayabharath Reddy, Mr.Suraj L Mehta, Mr.K S Prasad, Mr. S Padma Kumar
and Mr.Subhash Bathe, Directors, are deemed to be interested or concerned in this resolution Goa Fibre Glass Limited Member
to the extent of stock options/ equity share that may be granted to them under the Scheme.
Mr. S Padmakumar is also a member of the Audit Committee and Investors’ Relation
Mr.Ajit G Nambiar and Ms.Anju Chandrasekhar, Directors of the Company, are not concerned Committees of BPL Limited.
or interested in the Resolutions.

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.

Annual Report 2008-2009 5


Directors’ Report and Management Discussion & Analysis
To the Members,
Your Directors present the Forty Fifth Annual Report on the business and operations of the Company, together with the
Audited Statement of Accounts for the year ended March 31, 2009. The financial highlights on the operations of the
Company are as follows:
Financial Highlights (Rs. in Crores)
Year ended
Particulars
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)

❒ BUSINESS OVERVIEW for exports. This includes Alleges, L&T Medical, RMS, Nasan, etc.
Working Capital constraints continue to impact the operating The regulatory framework Bill for Medical Devices is currently
businesses and coupled with closure of the unviable in Parliament. Once in place, it would serve to eliminate players
Engineering Plastics & Design Solutions business, the net sales who produce sub-standard products. This will throw up
& other income of the Company had declined from Rs. 118.13 challenges for several players in the Indian market. GE & Philips
Crores during the year 2007- 08, to Rs.77.19 Crores, for the who have traditionally been in the high-end devices space, are
year 2008-09. planning to enter into the secondary Healthcare space and are
expanding their footprint to Tier II cities.
Your Company is making concerted efforts to effectively
address the working capital requirements & is confident of Despite severe constraints in working Capital and unfavourable
finding a suitable solution, during the current financial year. This, currency movements, the Group ended the year with Net
along with a few new initiatives taken, as explained in the Revenues of Rs. 51.92 Crores, as compared to Rs. 64.54 Crores in
following paragraphs, will help in reviving the operations of the 2007-08.
Company, to a sustainable level. ❍ Opportunities and Threats
Your Directors regret their inability to recommend any During the year, the Group entered into a major Strategic
dividend due to losses incurred, by the Company, during the Initiative with Welch Allyn, the undisputed Global leader in
year under review. Frontline Diagnostic Products. This should translate into
❒ HEALTH MANAGEMENT SOLUTIONS (HMS) significant revenues for the Company in the coming years.
Additionally, the Company has signed an exclusive distribution
In order to denote the wider range of applications, services & arrangement with Shimadzsu of Japan for X-rays and
products & to emphasize the enhanced focus on the same, the Ultrasound imaging products. During the year, the business
name of the Business Group has been changed to HEALTH initiated the development of two new products viz. A4 ECG and
MANAGEMENT SOLUTIONS, from Heath Care Business Group. Public Access Defibrillators. These are expected to be marketed
during the current year.
❍ Industry structure & developments
The medical equipment market in India is currently estimated The Group had embarked upon several cost reduction
to be in the region of around 12,000 Crores and is growing at initiatives, primarily in the areas of procurement, logistics and
12-14% year on year. 60% of this is imported. The Indian Medical manpower rationalization. The pace of technology change is a
Device Industry is ramping up its R&D, as also is manufacturing key risk for players in this area.

6 BPL Limited
Directors’ Report and Management Discussion & Analysis
❍ Outlook ❒ FINANCIAL PERFORMANCE AND ANALYSIS
❍ Share Capital
Health Management Solutions Group continues to address the
growing needs of the primary and the secondary sectors of During the year, there was no change in the share capital of the
the healthcare market. Plans are afoot to introduce a range of Company. The paid up Equity Share capital of the Company as
diagnostic products in the area of cardiology, diagnostic on 31st March, 2009 was Rs.48.51 Crores comprising 4,85,10,244
imaging, patient monitoring and personal care, which are equity shares of Rs 10/- each, fully paid up. The paid up
telemedicine-enabled. These products and solutions are wider Preference Share Capital of the Company as on 31st March, 2009
in range & will cut across Point-of-Care, Acute-Care, Sub-Acute was Rs. 169.59 Crores consisting of 1,69,58,682 Redeemable
Care and Home-Care areas. The Group has entered into formal Preference Shares of Rs.100/- each.
arrangements with a number of global technology providers ❍ Reserves & Surplus
for Original Equipment Manufacturers (OEMs) and technology
There was no change in the Reserves of the Company, during
transfer. Also, other strategic partnerships for healthcare
the year 2008-09 and it stood at Rs.236.36 Crores.
projects are being actively explored. The Company expects that
❍ Borrowings
some of these initiatives should materialize during the course
of this financial year. Total borrowings of the Company as on 31st March, 2009 stood
at Rs.300.63 Crores.
❒ PCB BUSINESS
❍ Capital Expenditure
❍ Industry structure & developments The capital expenditure of the company for the financial year
PCB demand for varied applications in the areas of domestic ended 31st March, 2009 was Rs.1.19 Crores. The Company had
lighting for CFL lamps, automotive industry and chargers and invested Rs.0.10 Crores in Plant & Machinery and Rs. 1.09 Crores
adapters for consumer electronics continued to show healthy in other Fixed Assets.
growth during the current year. ❍ Depreciation and Amortization
The Group’s margins have decreased due to capacity build up The details of depreciation and amortization have been
in the industry, Chinese competition, closure of operations of provided in the notes to accounts. No significant changes were
one of the principal customers and the problem has been made in the depreciation policies.
compounded by the increase in the LCD TV segment, since the ❍ Corporate Tax
demand for single layer PCBs is from CRT-based CTV, which has
declined significantly. Since the company has not generated any taxable income for
the period, no provision for taxes has been made in the books.
The new markets entered by the Group during the year were ❍ HR PRACTICES AND MAJOR INITIATIVES
Lighting (CFL & Electronic Ballast).
The human resource team has redrawn work allocations and
❍ Outlook organization structures to optimize work efficiency. A road map
to create employee-centric policies drawing on the best
Overcoming the working capital constraints will enable the
practices in the industry has been formalized.
Group to tap the supply of PCB for the new technologies in
domestic lighting and mobile phone charger / adapter. ❍ SAFETY, HEALTH AND ENVIRONMENT

The Group, in order to meet the quality & volume demands Your Company continues to lay stress on safety and healthy
of the customers, is actively pursuing options to increase working environment at all its units. Activities like stress
the capacity utilization of the plant and to improve the management through meditation and yoga were undertaken
profitability. for all levels of employees.
Your Company had 421 employees as on March 31, 2009.
❒ ALKALINE BATTERY BUSINESS
❒ DIRECTORS’ RESPONSIBILITY STATEMENT
❍ Industry structure & developments
Pursuant to the requirement under Section 217 (2AA) of the
While the domestic market has shown growth in the last Companies Act, 1956 with respect to Directors’ Responsibility
couple of years, the global market continues to remain Statement, it is hereby confirmed that:
highly competitive. The Company faced with working i) in the preparation of the accounts for the year ended 31st
capital constraints could not provide funds for the March, 2009, the applicable accounting standards had been
operations of the division. However, your Company continues followed along with proper explanation relating to material
the discussions with possible Joint Venture partner to examine departures;
the possibility of transfer of the business to a Joint Venture
Company. ii) the Directors had selected such accounting policies and

Annual Report 2008-2009 7


Directors’ Report and Management Discussion & Analysis
applied them consistently and made judgments and ❍ Specific Areas in which Research & Development is
estimates that were reasonable and prudent so as to give carried out by the Company
a true and fair view of the state of affairs of the company The BPL HMS Group’s focus on frontline care and in the primary
at the end of the financial year and of the loss of the care area has developed a range of diagnostic medical
company for the year under review; equipment that empowers the healthcare personnel in the
iii) the Directors had taken proper and sufficient care for frontline. These products incorporate the state of the art
the maintenance of adequate accounting records in technologies and also are built to perform under the rigorous
accordance with the provisions of the Companies Act, conditions of rural India. India’s first biphasic defibrillator was
1956, for safeguarding the assets of the company launched in this year and a family of cardiac resuscitation
and for preventing and detecting fraud and other devices, including a public access defibrillator, are planned for
irregularities; and release in the early part of next year.
iv) the Directors had prepared the accounts for the year ❍ Benefits derived from R & D
ended 31st March, 2009, on a ‘going concern’ basis. As a result of the Company’s R & D activities, it has been able to
❒ PUBLIC DEPOSITS retain its technological leadership, achieve cost reduction and
retain customer acceptance despite working capital
Your Company had stopped accepting / renewing deposits constraints.
from the public.
❍ Future plan of action
❒ SUBSIDIARY COMPANIES
In line with the R&D road map and to put the Division on a fast
BPL Display Devices Limited, Bharat Energy Ventures Limited track, HMS Group has entered into agreements with a number
and BPL Securities Private Limited are the subsidiaries of the of global technology companies in order to bring latest &
Company. appropriate technologies. These products will drive the cost of
The audited accounts and other particulars pursuant to Section healthcare down by promoting early stage diagnosis.
212(1) of the Companies Act, 1956 relating to Bharat Energy Your Company has entered into a licensing agreement with
Ventures Limited and BPL Securities Private Limited are Corscience in Germany for using the Defibrillator technology.
appended to this Report.
❒ R&D EXPENDITURE
BPL Display Devices Limited had been ordered to be wound
up as per the orders of the Honorable High Court of Allahabad, R & D Expenditure during the year amounted to Rs.3.36 Crores,
on 17th October, 2008. Hence, the accounts of the said which is 4.35% of the turnover.
Company do not form part of this report. ❒ FOREIGN EXCHANGE OUTGO

❒ PARTICULARS OF EMPLOYEES During the period under review, your Company utilized foreign
Information required to be furnished in terms of Section 217 exchange worth Rs.32.94 Crores.
❒ DIRECTORS
(2A) of the Companies Act. 1956, read with the Companies
(Particulars of Employees) Rules, 1975, is given as an Annexure Mr. K S Prasad and Mr. S Padmakumar, Directors, retire by
to this Report. rotation, at the ensuing Annual General Meeting and are
❒ CONSERVATION OF ENERGY eligible for re-appointment.
❒ AUDITORS
Though not a large scale user of energy, BPL has taken
several measures to conserve scarce resources and protect M/s T Velu Pillai & Co., Chartered Accountants, Bangalore, retire
the environment. These efforts have collectively resulted in at the ensuing Annual General Meeting and are eligible for re-
securing the ISO 14000 EMS (Energy Management appointment.
Systems) Certification. They include Water Recycling, ❒ MANAGEMENT DISCUSSION & ANALYSIS
Waste Recycling, Solder Fumes Control and Power Factor
Your Directors have covered the Management Discussion &
Improvement.
Analysis as required under the Corporate Governance
❒ RESEARCH & DEVELOPMENT, TECHNOLOGY requirements, as a part of the Directors’ Report in appropriate
ABSORPTION, ADAPTATION AND INNOVATION places, to avoid duplication and overlapping of the contents
BPL has continually invested into efforts for developing of the said two reports.
technologies and products for affordable healthcare. A number ❒ ACKNOWLEDGEMENT
of products that were “telemedicine” enabled were introduced The Board wishes to record its appreciation of the continued
during the year and have been actively introduced into support and efforts put in by each and every employee of the
the market. BPL also partnered with the local governments Company during this difficult phase, your company is passing
and NGOs in developing products that addressed specific through. The Board also acknowledges the support received
local needs. from SANYO (Japan) and the continued co-operation received
8 BPL Limited
Annexure to Directors' Report
from Dealers, Suppliers, Banks, Financial Institutions and at Source, Provident Fund, Employees’ State Insurance, Sales
Shareholders. Tax, Service Tax, Customs Duty, Excise Duty, and other
statutory dues. Some of the Statutory dues have been
For and on behalf of the Board of Directors
outstanding for more than six months from the date on
which they became payable.
Bangalore Ajit G Nambiar
Due to cash flow constraints, there have been some delays;
15th May, 2009 Chairman & Managing Director
however, most have since been cleared.

❒ ADDENDUM TO DIRECTORS’ REPORT For and on behalf of the Board of Directors

Point No. 9 to Annexure to the Auditors' Report


Bangalore Ajit G Nambiar
There have been instances of delays in remittance of 15th May, 2009 Chairman & Managing Director
undisputed statutory dues including Income Tax Deducted

Annexure to Directors' Report


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

Sl. Name Designation Qualification Gross Remu- Age Experience Date of Previous
No. 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 Director
Managing Director Technology, Boston Electronic Research Pvt. Ltd
University, USA
2. 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, Switzerland
4. 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 Micro
Technologies Pvt. Ltd.
8. K Vishwanath Chief Corporate B.Sc., LLB 31,41,217/- 55 35 01.06.1990 Asst. Manager Administration
Admin 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 Director
Corporate 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 of
perquisites 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. Anju
Chandrasekhar, Director.

For and on behalf of the Board

Bangalore Ajit G Nambiar


th
15 May, 2009 Chairman & Managing Director

Annual Report 2008-2009 9


Auditors' Report on Corporate Governance
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, as
stipulated 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 to
procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the corporate
governance. 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 has
complied 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 maintained
by 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

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 that
there are three key aspects of Corporate Governance viz., accountability, transparency and equality of treatment for all
stakeholders and has identified the roles and responsibilities and also the rights of the three constituents of Corporate
Governance 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 total
strength of the Board. The Company has complied with the requirements of Clause 49 of the Listing Agreement on the
composition of the Board.
Other Directorships/
Attendance Mandatory Committee Memberships
Name of the Director Category No. of Board No. of Board Last AGM Directorship Committee Committee
Meetings 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.

10 BPL Limited
Report on Corporate Governance
b) Number of Board meetings held, dates on which held : 9. Reviewing the Company’s financial and risk
Five Board Meetings were held during the year on management policies.
the following dates: 30th June 2008, 31st July 2008, 10. To look into the reasons for substantial defaults in the
26th September 2008, 24th October 2008 and 22nd payment to the depositors, debenture holders,
January 2009. shareholders (in case of non-payment of declared
3. Audit Committee dividends) and creditors.
In terms of the Listing Agreements executed by the 11. Investigate any activity within its terms of reference,
Company with Stock Exchanges, and pursuant to Section seek information from any employee, obtain outside
292A of the Companies Act, 1956, the Company has legal or other professional advice, secure attendance
complied with the requirements of Clause 49 of the Listing of outsiders with relevant expertise, if it considers
Agreement on the composition of the Audit Committee. necessary, invite such executives of the Company, as it
a) Terms of reference may consider appropriate and have full access to
information contained in the records of the Company.
1. Oversight of the Company’s financial reporting process.
2. Recommending the appointment and removal of b) Composition, name of members, chairperson and
external auditor, fixation of audit fee and approval for attendance at meetings
payment for other services. The Company constituted its Audit Committee of
3. Reviewing with management the annual financial Directors during 1997-98.
statements before submission to the Board, focusing Composition of the Committee as at 31st March, 2009 :
primarily on :
Meetings
 Any changes in accounting policies and practices.
Name During Attended
 Major accounting entries based on exercise of
the tenure
judgment by management
K Jayabharath Reddy 4 4
 Qualifications in draft audit report.
(Chairman)
 Significant adjustments arising out of audit.
S Padmakumar 4 2
 The going concern assumption. Suraj L Mehta 4 4
 Compliance with accounting standards. M Sudhendranath* 3 0
 Compliance with Stock Exchange and legal
Subhash Bathe** - -
requirements concerning financial statements. * ceased to be Member w.e.f. 11th November, 2008, ** inducted as
member w.e.f. 22nd January, 2009
 Any related party transactions i.e, transactions of the
Company of material nature, with promoters or the c) Number of Committee Meetings held, dates on
management, their subsidiaries or relatives etc., that which held
may have potential conflict with the interests of Four Meetings of the Committee were held during
Company at large. the year on the following dates: 30th June 2008, 31st
4. Reviewing with the management, external and internal July 2008, 24th October 2008 and 22nd January 2009.
auditors, the adequacy of internal control systems. 4. Remuneration Committee
5. Reviewing the adequacy of internal audit function a) Terms of Reference
including the structure of the internal audit department,
To assist the Board of Directors to determine the
staffing and seniority of the official heading the
remuneration packages for Executive Directors
department, reporting structure, coverage and
including pension rights and payment of compensation.
frequency of internal audit.
b) Composition, name of members and chairperson
6. Discussion with internal auditors on any significant
findings and follow up thereon. Composition of the Committee as on 31st March,
2009 :
7. Reviewing the findings of any internal investigations
by the internal auditors into matters where there is Mr. S. Padmakumar, Chairman, Mr. K. Jayabharath Reddy
suspected fraud or irregularity or a failure of internal and Mr. Suraj L Mehta, Members.
control systems of a material nature and reporting the The Committee did not hold any meeting during the
matter to the Board. financial year 2008-09.
8. Discussion with external auditors, before the audit c) Remuneration Policy
commences, on the nature and scope of the audit as The Company has a credible and transparent policy in
well as post-audit discussions to ascertain any area of determining and accounting for the remuneration of
concern. the Directors.
Annual Report 2008-2009 11
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. of
Contracts 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.

5. Investors’ Relation Committee - Approval of requests received for rematerialisation


of shares
The Committee held its Meeting on 30th June 2008 and
on 22nd January 2009 b) The Members of the Investors' Relation Committee
are:
a) Terms of Reference
i) Mr. K S Prasad (Chairman) (Independent &
- Approval of requests received for Transfer / Non – Executive)
Transmission / Transposition of shares in the ii) Mr. S Padmakumar and
physical form
iii) Ms. Anju Chandrasekhar
- Deletions of names
c) Name and designation of Compliance Officer
- Approval of requests received for issue of Duplicate Mr. S Hariharan, Chief Taxation Officer upto 9th June,
Share Certificates 2008 and Mr.V Ravi, Company Secretary & Compliance
- Rejection of requests for share transfers, wherever Officer from 10th June, 2008.
applicable d) Number of Shareholder complaints received, not
- Review of share transfers and time taken, issues solved to the satisfaction of shareholders and number
relating to Refund Account, Unpaid dividend etc., of pending share transfers

- Establishment of Bank Accounts for dividend Shareholder complaints are given top priority by
distribution the Company and are redressed promptly by the
Investors’ Service Cell and also by the Registrars
- Grant of authority to Company Secretary/Others and Share Transfer Agents of the Company. It is the
to approve valid transfer documents in physical policy of the Company that Investor Complaints
form are attended to within 48 hours of receipt. Barring
- Redressal of complaints received from Shareholders certain cases pending in Courts/Consumer Forums,
/ Investors on non-receipt of shares after transfer in relating to disputes over the title to shares, in which
the physical form, complaints on non-receipt of the Company has been made a party, the Company
Balance Sheets, dividends, etc., has attended to most of the investor grievances/
complaints.

12 BPL Limited
Corporate Governance
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 -

CEO / CFO Certification c) Whistle Blower Policy and affirmation that no personnel
The Chairman & Managing Director and General Manager – has been denied access to the Audit Committee
Corporate Accounts have certified to the Board, interalia the Though the Company has not adopted a Whistle
accuracy of financial statements and adequacy of internal Blower Policy, the employees can freely access the
controls for the financial reporting purpose as required under Audit Committee or its members.
Clause 49(V) of the Listing Agreement, for the year ended 31st
March, 2009. d) Details of compliance with mandatory requirement and
adoption of non-mandatory requirements of this clause
6. General Body Meetings
The Company has duly complied with the mandatory
a) Location and time for the last three AGMs requirements of Clause 49 and has constituted a
Remuneration Committee, which is non-mandatory
Year Date Venue Time
under Clause 49.
2005-06 28th Sept. Sri Chackra International 10.00 AM
2006 Krishna Gardens, 8. Means of Communication
Chandranagar, P.O.
Palakkad - 678 007, Kerala a) Quarterly results

2006-07 28th Sept. 10.00 AM The Company has been regularly publishing Audited /
-do- Un-audited results in leading news dailies, immediately
2007
after the same is approved by the Board. The results
2007-08 26th Sept. 10.00 AM are also posted on the Company’s website.
-do-
2008
b) Newspapers wherein results normally published
b) Special resolutions passed in the previous three Annual
General Meetings (AGM) : Yes. The quarterly results are normally published in the all
India edition of Business Standard and Palakkad edition
c) Special resolutions put through postal ballot last year, of Mathrubhumi.
details of voting pattern, person who conducted the postal
ballot exercise, proposed to be conducted through postal c) Company’s Website address :
ballot and procedures for postal ballot: Nil The quarterly results and other official news are posted
7. Disclosures on the Company’s website at http://bplworld.com
d) The presentations made to institutional investors or to
a) Disclosures on materially significant related party
transactions that may have potential conflict with the the analysts :
interests of the company at large : No presentations were made to institutional investors
There were no materially significant related party or to the analysts during 2008-09.
transactions during the year under review that might
have had potential conflict with the interests of the 9. General Shareholder Information
company. Date, Time & Venue of Annual General Meeting
b) Details of non-compliance by the company, penalties, The Company will hold its 45th Annual General Meeting on
strictures imposed on the company by Stock Exchange or Wednesday the 30th day of September 2009 at 10.00 A.M. at
SEBI or any statutory authority on any matter related to Sri Chackra International, Krishna Gardens, Chandranagar P.O.,
capital markets, during the last three years : None Palakkad - 678 007, Kerala,

Annual Report 2008-2009 13


Corporate Governance
Financial year Listing on Stock Exchanges
The Company’s financial year starts on 1st April and closes on The Company’s equity shares are listed in the following stock
31st March exchanges, and the Company has paid the listing fees for the
financial year 2008 - 09:
Date of Book Closure
1) Bombay Stock Exchange Limited (BSE), 25th Floor, Phiroze
Register of Members / Register of Share Transfer books will Jeejeebhoy Towers, Dalal Street, Mumbai 400 001
remain closed from 21st September 2009 to 30th September
2) National Stock Exchange of India Limited (NSE), “Exchange
2009 (both days inclusive).
Plaza”, 5th Floor, Plot No. C/1, G Block, Bandra-Kurla Complex,
Dividend Payment Date Bandra (East), Mumbai 400 051
The Board of Directors has not recommended dividend on the Stock Code
equity shares for the financial year ended 31st March, 2009. BSE : 500074 NSE : BPL
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 Share Transfer System


Karvy Computershare Private Limited, The Company’s shares are compulsorily traded in the demat
Unit : BPL Limited, Plot No.17-24, form. The Code Number allotted by NSDL & CDSL to BPL Limited
Vithal Rao Nagar, Madhapur, is: ISIN - INE110A01019.
Hyderabad – 500 081, Investors are required to establish an account with a Depository
Andhra Pradesh, India, Participant to hold and trade shares in the dematerialized form.
Tel. No. 91 40 23312454 / 23320751 / 752 / 251, The list of participants is available with Depositories.
Fax No.91 40 23311968, 23323049, Share transfers in physical form are approved on a fortnightly
E-mail : pnrao@karvy.com, ksreddy@karvy.com, basis by the Company and are mailed to the investors.
www.karvycomputershare.com The total number of shares transferred during the year
Contact Persons : Mr.P N Rao / Mr.K S Reddy 2008-2009 was 3800 (previous year 7000).

14 BPL Limited
Corporate Governance
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 of
Share 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 electronic
form. As on 31.03.09, 97.76% of Company’s shares were held in electronic form. The Company’s shares are regularly traded on BSE
and 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 impact
on 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 Management
Personnel
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 the
Company.

Bangalore Ajit G Nambiar


15th May, 2009 Chairman & Managing Director

Annual Report 2008-2009 15


Auditors' Report
To the Members of BPL Limited, ANNEXURE TO THE AUDITORS’ REPORT
We have audited the attached Balance Sheet of BPL Limited as at March Referred to in Paragraph 1 of our report, of even date, to the members
31, 2009, the Profit and Loss Account and the cash flow statement for of BPL Limited for the year ended 31st March, 2009
the year ended on that date annexed thereto. These financial 1. a) The Company has maintained proper records showing full
statements are the responsibility of the Company’s management. Our particulars including quantitative details and situation of
responsibility is to express an opinion on these financial statements fixed assets.
based on our audit.
(b) As informed by management, assets at major locations have
We conducted our audit in accordance with auditing standards been physically verified by the management during the year
generally accepted in India. Those Standards require that we plan and and there is a regular programme verification which, in our
perform the audit to obtain reasonable assurance about whether the opinion, is reasonable having regard to the size of the Company
financial statements are free of material misstatement. An audit includes and the nature of its assets. No material discrepancies have
examining, on a test basis, evidence supporting the amounts and been noticed on such verification.
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by (c) During the year, the Company has not disposed of any
management, as well as evaluating the overall financial statement substantial//major part of its fixed assets.
presentation. We believe that our audit provides a reasonable basis 2. (a) Physical verification at reasonable periods in respect of finished
for our opinion. goods, stores, spare parts and raw materials are reported to
We report as follows: have been made by the management and certified by them
accordingly. In our opinion, the frequency of verification is
1. As required by the Companies (Auditor’s Report) Order, 2003, reasonable.
issued by the Central Government of India, in terms of Section 227
(4A) of the Companies Act, 1956, we enclose in the Annexure a (b) In our opinion and according to the information and
statement on the matters specified in paragraphs 4 & 5 of the said explanations given to us, the procedures of physical verification
order. of inventory followed by the management are reasonable and
adequate in relation to the size of the company and the nature
2. Further to our comments in the Annexure referred to in paragraph of its business.
1 above:
(c) In our opinion and according to the information and
a) We have obtained all the information and explanations which explanations given to us and on the basis of our examination
to the best of our knowledge and belief were necessary for of the records of inventory, the Company is maintaining proper
the purpose of our audit; records of inventory. The discrepancies between physical stock
b) In our opinion, proper books of account as required by law have and book stock, which were not material, have been properly
been kept by the Company so far as it appears from our dealt with in the books of account.
examination of such books; 3. The Company has neither granted nor taken any loans secured
c) The Balance Sheet and Profit and Loss Account referred to in or unsecured to or from Companies, firms or other parties covered
this Report are in agreement with the Books of account of the in the Register maintained under Section 301 of the Companies
company; Act, 1956.
d) In our opinion, the Balance Sheet and Profit and Loss account 4. In respect of transactions entered in the register maintained in
dealt with by this report comply with the Accounting Standards pursuance of Section 301 of the Companies Act, 1956;
referred to in Sub section (3C) of Section 211 of the Companies (a) Based on audit procedures applied by us, to the best of our
Act, 1956, other than Accounting Standards 28 and 24, as knowledge and belief and according to the information and
mentioned in note no.22 of Schedule 14, the impact whereof is explanations given to us, we are of the opinion that the
not quantifiable pending ascertainment of realizable values of transactions that needed to be entered into the register
various assets; maintained under Section 301 have been so entered.
e) On the basis of the written representations received from the (b) According to the information and explanations given to us and
Directors as on 31st March, 2009 and taken on record by the excluding certain transactions of purchase of goods and
Board of Directors, we report that none of the Directors is material of special nature for which alternate quotations are
disqualified as on 31st March 2009 from being appointed as not available, where each of such transactions is in excess of
Director in terms of Clause (g) of sub-section (1) of Section 274 Rs. 5 lakhs in respect of any party, in our opinion, the
of the Companies Act, 1956; transactions have been made at prices which are prima facie
f ) In our opinion and to the best of our information and according reasonable having regard to the prevailing market prices at
to the explanations given to us, the said accounts, read together the relevant time.
with the notes thereto, give the information required by the 5. In our opinion, and according to the information and explanations
Companies Act, 1956, in the manner so required and give a true given to us, there is an adequate internal control system
and fair view in conformity with the accounting principles commensurate with the size of the Company and the nature of its
generally accepted in India; business with regards to the purchase of inventory and fixed assets,
i. in the case of the Balance Sheet, of the state of affairs of and with regard to the sale of goods and services. During the course
the Company as at March 31, 2009; of our audit, we have not noticed any continuing failure to correct
ii. in the case of the Profit and Loss Account, of the Loss of the any major weakness in internal control systems.
Company for the year ended on that date; and 6. In our opinion and according to the information and explanations
iii. in the case of the cash flow statement, of the cash flows for given to us, the Company has not accepted deposits from the
the year ended on that date. public and therefore, the provisions of Sections 58A and 58AA of
the Companies Act, 1956 and rules made there under are not
For T Velupillai & Co., applicable to the company.
Chartered Accountants 7. In our opinion, the Company has an internal audit system
commensurate with its size and the nature of its business.
Bangalore M S Ram(26687) 8. The Central Government has prescribed maintenance of the cost
15th May, 2009 Partner records under Section 209 (1) (d) of the Companies Act, 1956, with

16 BPL Limited
Annexure to Auditors' Report
respect to the manufacture of Medical Equipments. We have remittance of undisputed statutory dues including Income Tax
broadly reviewed the books of account and records maintained Deducted at Source, Provident Fund, Employees State Insurance,
by the Company in this connection and are of the opinion that, Sales Tax, Service Tax, Customs Duty, Excise Duty, Cess and other
prima facie, the prescribed accounts and records have been made statutory dues with the appropriate authorities during the year.
and maintained. We have not however, made a detailed
(b) According to the information and explanations given to us,
examination of the records with a view to determining whether
undisputed amounts payable in respect of customs duty
they are accurate or complete.
amounting to Rs.256.38 Lakhs were outstanding, as at 31st March
9. (a) According to the records of the Company and information and 2009, for a period of more than six months from the dates on
explanation given to us, there have been instances of delays in which they became payable.

(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 of
dispute 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 Court
DC Defibrillator and penalty
Central Excise Recovery of CENVAT Credit due to price reduction 93.82 Tribunal
of 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 - Appeals
CENVAT 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 ranging
C Forms from DCCTs (Appeals) to Appellate
Tribunals
Income Tax Block Assessment for period 1989-90 to 1998-99 45.00 Income Tax Appellate Tribunal
Depreciation Claim

10. The Company’s accumulated losses do not exceed 50% of its net 15. According to the information and explanations given to us, the
worth. The Company has incurred a cash loss of Rs. 1256.69 Lakhs Company has not given any guarantee for loans taken by others
during the current financial year, and a cash loss of Rs. 3,164.05 from banks and financial institutions.
Lakhs during the immediately preceding financial year.
16. According to the records of the company, the Company has not
11. We are informed that as per Scheme of Restructuring sanctioned obtained any term loans during the year. Hence, comments under
and accepted by consortium lenders, four installments of Clause (xvi) of Companies (Auditor’s Report) Order, 2003 are not
principal fell due for repayment in the current financial year, in called for.
respect of it’s term loans. The Company has defaulted in
17. The Company has not utilised funds borrowed on short term basis,
repayment of principal amount of Rs.3537.28 lakhs due to the
if any, for long term uses, during the year under audit.
consortium lenders comprising of M/s Pegasus Asset
Reconstruction Pvt. Ltd, Industrial Investment Bank of India and 18. The Company has not made any preferential allotment of shares
Central Bank of India, and the period of default is 10 months. The to parties and companies covered in the register maintained under
Company has defaulted in payment of interest of Rs. 3534 Lakhs Section 301 of the Act.
to the consortium lenders and the period of default is 36 months.
19. The Company has not issued any debentures during the
12. According to the information and explanations given to us, the year under audit.
Company has not granted any loans and advances on the basis
20. The Company has not raised any money by public issues during
of security by way of pledge of shares, debentures and other
the year.
securities.
21. According to the information and explanations given to us, no
13. The Company is neither a chit fund nor a nidhi/mutual benefit
fraud on or by the company has been noticed or reported during
society. Hence, in our opinion, the requirements of Clause (xiii) of
the year.
Companies (Auditor’s Report) Order, 2003 do not apply to the
company, For T Velupillai & Co.,
14. According to the information and explanation given to us, the Chartered Accountants
Company is not dealing or trading in shares, securities, debentures
and other investments. Hence, in our opinion the requirements
Bangalore M S Ram(26687)
of clause (xiv) of Companies (Auditor’s Report) Order, 2003 do not
15th May, 2009 Partner
apply to the company.

Annual Report 2008-2009 17


Balance Sheet
(Amt. in Rupees)

As at
Schedule No.
31.03.2009 31.03.2008

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 per our Report of even date annexed


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

M S Ram Ajit G Nambiar Capt. S Prabhala


Partner Chairman & Managing Director Director
M.No. 26687

Bangalore V Ravi
15th May, 2009 Company Secretary

18 BPL Limited
Profit and Loss Account
(Amt. in Rupees)

For the year ended


Schedule 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)
Deferred Tax Asset 66,07,03,321 90,22,49,612
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

As per our Report of even date annexed


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

M S Ram Ajit G Nambiar Capt. S Prabhala


Partner Chairman & Managing Director Director
M.No. 26687

Bangalore V Ravi
15th May, 2009 Company Secretary

Annual Report 2008-2009 19


Schedules Forming Part of Accounts
(Amt. in Rupees)

31.03.2009 31.03.2008
SCHEDULE 1 : SHARE CAPITAL
Authorised
5,00,00,000 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-up
4,85,10,244 Equity Shares of Rs.10/- each 48,51,02,440 48,51,02,440
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
218,09,80,390 218,09,80,390
SCHEDULE 2 : RESERVES & SURPLUS
Reserves
Capital Reserve 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 11)
A. Loans from Banks 4,59,74,724 45,81,69,065
B. Loans from Financial Institutions 260,69,83,277 219,47,88,936
Interest accrued and due 35,34,02,034 24,04,04,509
300,63,60,035 289,33,62,510

SCHEDULE 4 : FIXED ASSETS


Gross Block at Cost Depreciation Net Block
Particulars As on As on For the As on As on As on
01-04-08 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 86,30,45,285
Computer, 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 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 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 - Unquoted
A : In Subsidiary Companies 206,27,00,000 206,27,00,000
B : In Joint Ventures 22,69,00,000 22,69,00,000
C : Others 61,25,35,257 61,25,35,257
Trade - Quoted 24,42,27,224 24,42,27,224
Investment 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

20 BPL Limited
Schedules
(Amt. in Rupees)

31.03.2009 31.03.2008

SCHEDULE 6 : CURRENT ASSETS, LOANS & ADVANCES


A. Current Assets
Inventories (as certified by management)
Finished Goods 3,30,39,208 3,97,88,177
Work-in-Process 1,52,07,949 1,20,48,407
Raw Materials 2,55,61,878 3,53,38,997
Stock of Spares & Tools 3,07,94,109 3,54,85,294
10,46,03,144 12,26,60,875
Sundry 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 1,09,44,819
Others 10,94,60,283 17,40,22,996
11,95,45,827 18,49,67,815
Cash & Bank Balances
Cash in Hand 54,399 88,123
Balance 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 6,21,15,106
B. Loans & Advances
(Unsecured, considered good)
Advances recoverable in cash or in kind or
for value to be received 85,86,21,915 124,30,72,712
Considered Doubtful 290,051,454 -
Less: Provision for Doubtful Advances 290,051,454 -
115,47,12,476 161,28,16,508
SCHEDULE 7 : CURRENT LIABILITIES & PROVISIONS
A. Liabilities
Sundry Creditors
- dues to Micro, Small and Medium Enterprises - -
- others 82,32,61,609 88,00,38,281
Unencashed Dividend - 5,17,743
Liability for Expenses 14,40,28,155 20,44,46,639
Trade Deposits 4,96,30,427 6,48,36,344
101,69,20,191 114,98,39,007
SCHEDULE 8 : SALES & OTHER INCOME
Gross Sales & Service 78,65,23,141 118,43,88,821
Less: Excise Duty 2,48,91,495 6,54,56,610
Net Sales & Service 76,16,31,646 111,89,32,211
Other Income 44,76,261 67,47,940
Profit on sale of assets - 3,01,131
Interest Received (TDS - Rs.5,586/-) 58,23,640 5,53,56,669
77,19,31,547 118,13,37,951

Annual Report 2008-2009 21


Schedules
(Amt. in Rupees)
31.03.2009 31.03.2008

SCHEDULE 9 : COST OF MATERIALS


Opening Stock
Finished Goods 3,97,88,177 5,61,26,251
Work-in-process 1,20,48,407 4,15,01,139
5,18,36,584 9,76,27,390
Materials Consumed
Opening stock 3,53,38,997 2,49,98,604
Purchases during the year 40,98,37,686 68,28,27,612
Closing Stock (2,55,61,878) (3,53,38,997)
41,96,14,805 67,24,87,219
Closing Stock
Finished 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 71,82,78,025
SCHEDULE 10 : SALARIES, WAGES & OTHER BENEFITS
Salaries & Wages 15,84,42,190 13,36,94,375
Contribution to PF & Other Funds 1,60,28,986 1,17,28,124
Employees Welfare Expenses 95,52,002 1,14,29,256
Remuneration to Chairman & Managing Director 80,16,000 9,00,000
19,20,39,178 15,77,51,755
SCHEDULE 11 : MANUFACTURING AND OTHER EXPENSES
Consumables 49,40,378 1,68,29,679
Power & Fuel 96,26,382 2,85,03,665
Repairs to Machinery 18,86,290 17,81,800
Repairs to Buildings & Facilities 1,30,25,211 1,10,79,743
Rent - (Net) 1,02,40,478 74,80,700
Rates & Taxes other than Income Tax 69,47,959 5,45,65,584
Communication Charges 76,01,574 88,68,395
Legal & Professional Charges 3,40,86,882 3,41,78,228
Travel & Conveyance 3,15,11,390 4,68,17,222
Other Expenses 84,05,545 1,11,70,910
Share of Loss from Partnership Firm 425 401
Loss 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 EXPENSES
Freight & Insurance 1,52,32,089 2,04,98,917
Advertisement & Publicity 57,42,706 57,49,207
Other Selling Expenses 1,10,40,773 2,44,36,994
3,20,15,568 5,06,85,118
SCHEDULE 13 : FINANCE CHARGES
Interest
- 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

22 BPL Limited
Schedules
SCHEDULE 14: NOTES ATTACHED TO AND FORMING PART OF THE exchange rates prevailing on the date of the transaction.
ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2009 Assets and liabilites in foreign currency not covered by forward
1. Significant Accounting Policies contracts, are translated at exchange rate prevailing on the
date of the balance sheet. The Net loss, if any, on conversion is
General : The financial statements have been prepared under
charged to revenue/asset account but gains if insignificant, is not
historical cost convention in accordance with Generally Accepted
accounted for.
Accounting Principle in India and the provisions of the Companies
Act, 1956, as adopted consistently by the company. Research and Development : Fixed Assets purchased for
Research and Development are capitalised and depreciated as
Fixed Assets : Fixed Assets, except Land and Building which
per the Company’s policy.
were revalued as on 30.4.85, are stated at their orginal cost of
acquisition including incidental expenditure related thereto, Retirement Benefit : Contribution to recognised provident fund
taxes, duties other than modvat credit availed and installation is made at predetermined rates. There is no defined benefit
expenses. Net surplus or deficiency arising when an asset is scheme for Leave Encashment. The company has an arrangment
disposed, discarded, demolished or destroyed are duly accounted. with Life Insurance Corporation of India to administer its Gratuity
Depreciation : Depreciation on Fixed Assets are provided on and Superannuation Schemes.
Straight Line Method at the rates and manner prescribed under Borrowing Cost : Borrowing Cost that are directly attributable to
Schedule XIV of The Companies Act, 1956. the acquisition, construction or production of a qualifying asset
Investments : Investments are stated at cost. Provisions are made are capitalised as part of the asset. Other borrowing costs are
to recognize permanent diminution in the value of Investments. recognized as expense in the period in which they are incurred.
Inventories : Revenue Recognition : Revenue in respect of sale of products
Inventories are valued as under : are recognised when goods are supplied to customers. Dividend
income on Investments are accounted for when the right to
Finished Goods : At lower of cost or realisable value
receive the payment is established. Interest income is recognised
Work in Progress : At cost, inclusive of appropriate
on a time proportionate basis, considering the amount outstanding
overheads
and rate applicable. Expenses are accounted for on accrual basis
Materials, Components : At weighted average cost
and provision is made for all known losses and liabilities.
& Spares including taxes & duties
Goods in transit : At cost Contingent Liability : All known liabilites are provided for in the
Foreign Currency Transaction : Transactions in foreign currency, accounts except liabiltes of a contingent nature, which are
other than those covered by forward contracts are accounted at adequately disclosed in accounts.

31.03.2009 31.03.2008
(Rs.) (Rs.)

2. Remuneration to Chairman & Managing Director (Refer Note No. 28)


Salary 72,00,000 7,11,840
Company’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 6,00,000
Tax audit fees 75,000 75,000
Reimbursement of Expenses 35,000 35,000
Taxation matters 5,000 5,000
Certification Charges 50,000 50,000
Service 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 Production
Products 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 each
item in respect of Purchases, Consumption and Sales cannot be furnished.

Annual Report 2008-2009 23


Schedules
(Amt. in Rupees)

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
Domestic
Medical Electronics 13406 50,44,95,688 17610 62,78,63,637
Components, Spares etc., 28,20,27,453 55,58,80,554
78,65,23,141 118,37,44,191
Exports
Medical 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 15,13,93,552
Capital Expenditure - 11,97,242
Components/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 55.10
Indigenous 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

9. Share Capital includes 21930 Equity Shares of Rs. 10/- each, allotted as fully paid up for consideration other than cash and 9650000 Equity
Shares 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 of
the 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 installments
of Rs. 884.32 lakhs commencing from May 2008. Due to lack of funds, the payment has not been made. 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 deed immovable property of the
company in Coimbatore and residential 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 mortgage of leasehold property in Chennai and by a lien of fixed deposit with the bank. IV. Loans of Rs 312.08 lakhs
referred in B of Schedule 3 is secured by equitable mortgage by deposit of title deeds of the Immovable property of the company situated at Taj
Naval 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 are
secured by a common pool of all the assets of the company situated at Palakkad, Doddabalapur, Dobespet and Bommasandra, and pledge of
22690000 equity shares held by the Company in SANYO BPL Private Limited and a personal guarantee of the Managing Director (pending
execution), 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 determined
to the extent such parties have been identified on the basis of information available with the company.

24 BPL Limited
Schedules
13. Details of Investments [Schedule 5]

No. of Face Value as at Value as at Market Value


Company Shares 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 Redeemable
Preference
Shares
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 Convertible
Preferred 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 – Quoted
BS 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 Firms
Kodi 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%. The
total 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. and
BST 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 on
the 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 receivable
has 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 the
acquisition, 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. Segmental
reporting 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 of
terms of restructuring is waiver of certain percentage of principal amount of loans outstanding as on cut off date, reduction of rate of interest
on loans retained and transfer of CTV division to a JV company as a going concern . Profitability of residual business 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’s liabilities and commitments. On the basis of above information, the current financial period accounts have been prepared
on a going concern basis.

Annual Report 2008-2009 25


Schedules
19. Related Party disclosure in accordance with Accounting Standard 18: (Rs. in lakhs)
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. Limited
Nambiar 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 defined Government, vide its letter bearing No. A40400111-CL-VII dated
under Accounting Standard 19. 24th April, 2009
21. No Provision for tax has been made for current period in view of 25. Figures pertaining to previous years have been regrouped/
losses incurred by the Company. Deferred Tax Asset as envisaged rearranged wherever necessary, to conform with the current
by Accounting Standard 22 has been created by the company to years presentation.
the extent reasonable certainity exists for the future profitability. 26. Contingent Liabilities :
The components of Deferred tax asset is as follows:
a) Estimated amount of contracts remaining to be executed on
Unabosrbed Depreciation Rs. 89,49,36,824 Capital Account and not provided on 31st March, 2009 - Rs. nil
Unabosbed carry forward Business Loss Rs. 59,16,66,576 (Rs. nil).
Total Rs. 6,80,66,03,400 b) Demands against the Company not acknowledged as debts
Deferred Tax Asset Rs. 2,31,35,64,496 disputed in appeal as on 31st March, 2009 : Central Excise
Less: Opening Deferred Tax Asset Rs. 1,65,28,61,175 Rs.455.51 lakhs ( Rs.173.45 lakhs),Customs Duty Rs.668.77 lakhs
Deffered Tax Asset for the year Rs. 66,07,03,321 (Rs.803.92 lakhs), Sales Tax Rs.2291.37 lakhs (Rs. 2953.58 lakhs).
22. The Company has decided to discontinue the business of The amounts are based on demands raised by the respective
Engineering Plastics & Design Solutions. The assets and liabilities authorities.
pertaining to the same are planned to be sold in the next financial c) No reimbursements are expected from Contingent Liabilities.
year. Hence, no provision for impairment has been made as d) Deed of Guarantee favouring Allahabad Bank towards financial
required by Accounting Standard 28/24. assistance of Rs. 2000 lakhs sanctioned by them to BPL Display
23. The Company is yet to obtain confirmation of balances from its Devices Limited.
debtors and for advances. Provisions have been made based on e) As per CDR scheme, Lenders have a recompense clause for
reconcilation carried out. economic loss due to restructuring, which would be met out
24. Remuneration has been provided to the Chairman & Managing of any future cash flows of the company. It is not possible to
Director based on the approval received from the Central quantify the liability, if any, that may arise.

As per our Report of even date annexed

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

M S Ram Ajit G Nambiar Capt. S Prabhala


Partner Chairman & Managing Director Director
M.No. 26687

Bangalore V Ravi
15th May, 2009 Company Secretary
26 BPL Limited
Balance Sheet Abstract
BALANCE 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

As per our Report of even date annexed


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

M S Ram Ajit G Nambiar Capt. S Prabhala


Partner Chairman & Managing Director Director
M.No. 26687

Bangalore V Ravi
15th May, 2009 Company Secretary
Annual Report 2008-2009 27
Cash Flow Statement
(Amt. in Rupees)

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

As per our Report of even date annexed


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

M S Ram Ajit G Nambiar Capt. S Prabhala


Partner Chairman & Managing Director Director
M.No. 26687

Bangalore V Ravi
15th May, 2009 Company Secretary

28 BPL Limited
Statement Pursuant to Section 212
STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956 RELATING TO SUBSIDIARY COMPANIES
Name of the Subsidiary BPL Display Bharat Energy BPL Securities
Devices 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 Company
on the above date
1. Number and face Value 4,57,50,000 Equity 11,54,00,000 Equity 1,20,000 Equity
Shares 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 subsidiary
so 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 became
subsidiary of Holding Company amount to : NIL NIL NIL
II. Not Dealt within the accounts of the Holding
Company 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 became
subsidiary 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

For and on behalf of the Board of Directors


Ajit G Nambiar Capt. S Prabhala
Chairman & Managing Director Director
Bangalore V Ravi
15th May, 2009 Company Secretary

Auditors' Report - on Consolidated Statement of Accounts


We have examined the attached consolidated Balance Sheet of BPL Limited as Limited, where BPL Limited holds 50% interest, has been considered in the
at 31st March, 2009 the consolidated Profit and Loss Account for the period Consolidated Accounts, on proportionate consolidation method.
ending on date mentioned above. c) We report that the consolidated financial statements have been prepared by
These financial statements are the responsibility of BPL Limited’s management. the Company in accordance with the requirements of Accounting Standard
Our responsibility is to express an opinion on this financial statement based on (AS) 21, Consolidated Financial Statements, issued by the Institute of Chartered
our audit. We have conducted our audit in accordance with generally accepted Accountants of India.
auditing standards in India. These standards require that we plan and perform d) On the basis of the information and explanation given to us and on the
the audit to obtain reasonable assurance whether the financial statements are consideration of the separate audit reports on individual audited financial
prepared, in all material respects, in accordance with an identified financial statements of BPL Limited and its Jointly controlled entity, we are of the
reporting frame work and are free of material misstatements. An audit includes opinion that :
examining on test basis evidence supporting the amounts and disclosures in a. the consolidated Balance Sheet gives a true and fair view of the
the financial statements. An audit also includes assessing the accounting consolidated state of affairs of BPL Limited as at 31st March, 2009
principles used and significant estimates made by the management, as well as
b. the consolidated Profit and Loss Account gives a true and fair view of the
evaluating the overall financial statements. We believe that our audit provides a
consolidated results of the operations of BPL Limited for the year ended
reasonable basis of our opinion.
on 31st March, 2009; and
a) The accounts of the following subsidiaries have not been consolidated in c. the Consolidated Cash Flow Statement of the consolidated cash flows of
view of Clause 11(b) of Accounting Standard 21; the group for the period ended on that date.
i) BPL Display Devices Limited ii) Bharat Energy Ventures Limited iii) BPL For T Velupillai & Co.,
Securities Private Limited. Chartered Accountants
The impact, if any, of audit qualifications of the above companies is, therefore,
not dealt with in this report. Bangalore M S Ram(26687)
b) The share of interest in Joint Venture Company namely SANYO BPL Private 15th May, 2009 Partner

Annual Report 2008-2009 29


Consolidated Balance Sheet
(Amt. in Rupees)

As at
Schedule No.
31.03.2009 31.03.2008

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

APPLICATION OF FUNDS

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

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

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

Current Assets, Loans & Advances 7 131,42,91,379 195,39,95,203

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

Notes to Accounts 15

As per our Report of even date annexed

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

M S Ram Ajit G Nambiar Capt. S Prabhala


Partner Chairman & Managing Director Director
M.No. 26687

Bangalore V Ravi
15th May, 2009 Company Secretary

30 BPL Limited
Consolidated Profit and Loss Account
(Amt. in Rupees)

For the year ended


Schedule 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)
Deferred Tax Asset 66,07,03,321 90,22,49,612
Profit / (Loss) after tax 3,94,30,523 (145,69,00,727)
Loss adjusted with reduction in sharecapital - 61,09,59,554
Balance brought forward (300,12,78,520) (215,53,37,347)
Balance carried over (296,18,47,997) (300,12,78,520)
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
Notes to Accounts 15

As per our Report of even date annexed

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

M S Ram Ajit G Nambiar Capt. S Prabhala


Partner Chairman & Managing Director Director
M.No. 26687

Bangalore V Ravi
15th May, 2009 Company Secretary

Annual Report 2008-2009 31


Consolidated Schedules Forming Part of Accounts
(Amt. in Rupees)
31.03.2009 31.03.2008

SCHEDULE 1 : SHARE CAPITAL


Authorised
5,00,00,000 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-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
8,17,76,689 Redeemable Preference Shares of Rs.10/- each 81,77,66,890 11,34,50,000
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 ASSETS


Gross Block at Cost Depreciation Net Block
Particulars As on As on For the As on As on As on
01-04-08 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 15,80,83,825 197,84,19,503 145,16,78,531 160,20,24,307


Capital Work In Progress 18,71,08,691 17,16,10,031
163,87,87,222 177,36,34,338

32 BPL Limited
Schedules
(Amt. in Rupees)
31.03.2009 31.03.2008
SCHEDULE 6 : INVESTMENTS AT COST
Trade - Unquoted
A : In Subsidiary Companies 206,27,00,000 206,27,00,000
B : Others 61,25,35,257 61,25,35,257
Trade - Quoted 24,42,27,224 24,42,27,224
Investment in Partnership Firms 3,88,05,399 3,88,05,824
295,82,67,880 295,82,68,305
Less: Provision for diminution in Investments 158,82,98,894 154,94,93,495
136,99,68,986 140,87,74,810
SCHEDULE 7 : CURRENT ASSETS, LOANS & ADVANCES
A. Current Assets
Inventories (as certified by management)
Finished Goods 3,30,39,208 10,17,52,080
Work-in-Process 1,52,07,949 1,24,83,706
Raw Materials 2,55,61,878 5,93,32,535
Stock of Spares & Tools 3,07,94,109 3,91,10,414
Materials in transit - 3,45,48,563
10,46,03,144 24,72,27,296
Sundry 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 11,97,22,480
Less: Provision for Doubtful Debts 12,65,88,388 11,97,22,480
1,20,33,664 1,09,44,819
Others 11,23,43,301 29,35,45,687
12,43,76,965 30,44,90,506
Cash & Bank Balances
Cash in Hand 72,345 99,674
Balance 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 1,291,640,270
considered doubtful 29,20,22,502 -
Less: Provision for Doubtful Advances 29,20,22,502 -
131,42,91,379 1,953,995,203
SCHEDULE 8 : CURRENT LIABILITIES & PROVISIONS
A. Liabilities
Sundry Creditors
- dues to Micro, Small and Medium Enterprises - -
- others 83,32,15,270 134,52,94,276
Unencashed Dividend - 5,17,743
Liability for Expenses 15,17,09,822 230,396,113
Trade Deposits 5,98,43,093 76,443,374
104,47,68,185 1,652,651,506
SCHEDULE 9 : SALES & OTHER INCOME
Gross Sales 99,66,95,495 220,14,05,464
Less: Excise Duty 5,99,97,775 21,84,01,794
Net Sales 93,66,97,720 198,30,03,670
Other Income 33,54,20,987 5,10,45,104
Profit on sale of assets - 55,615
Interest Received (Gross) 2,09,98,666 5,64,28,051
129,31,17,373 209,05,32,440

Annual Report 2008-2009 33


Schedules
(Amt. in Rupees)
31.03.2009 31.03.2008
SCHEDULE 10 : COST OF MATERIALS
Opening Stock
Finished Goods 10,17,52,080 15,70,15,535
Work-in-process 1,24,83,706 4,19,54,900
11,42,35,786 19,89,70,435
Materials Consumed
Opening Stock 9,75,06,217 19,62,45,809
Purchases during the year 45,94,35,924 122,30,44,033
Closing Stock (2,55,61,878) (9,75,06,217)
53,13,80,263 132,17,83,625
Closing Stock
Finished 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 21,51,08,044
Contribution to PF & Other Funds 1,83,41,017 1,78,43,016
Employees Welfare Expenses 1,42,27,026 1,93,35,449
Remuneration 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 1,68,29,679
Power & Fuel 1,26,95,497 3,37,10,405
Repairs to Machinery 19,05,095 19,86,830
Repairs to Buildings & Facilities 1,72,77,372 1,99,17,739
Rent 1,32,39,569 1,46,93,977
Royalty expenses 9,92,662 1,03,45,172
Rates & Taxes other than Income Tax 97,03,077 5,72,67,678
Communication Charges 97,13,786 1,31,73,200
Legal & Professional Charges 5,73,31,416 5,95,60,223
Travel & Conveyance 4,03,39,854 6,54,00,636
Other Expenses 97,55,007 1,49,42,323
Share of Loss from Partnership Firm 425 401
Loss on sale of assets 16,96,089 -
Investments written off - 22,69,00,000
Assets writtenoff - 30,99,483
17,95,90,227 53,78,27,744
SCHEDULE 13 : SELLING EXPENSES
Freight & Insurance 2,97,43,334 6,86,81,305
Turn Over Tax 4,85,714 63,40,332
Advertisement & Publicity 78,09,960 5,21,79,045
Bad debts written off 2,93,021 -
Other Selling Expenses 2,18,42,534 5,17,96,741
6,01,74,563 17,89,97,422
SCHEDULE 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

34 BPL Limited
Schedules
SCHEDULE 15 : NOTES ATTACHED TO FORMING PART OF THE CONSOLIDATED ACCOUNTS FOR by deposit of title deeds of the Immovable property of the company situated at Taj Naval
THE YEAR ENDED 31ST MARCH, 2009. district, Pune.
1. Significant Accounting Policies V. Loans of Rs.13315.62 lakhs referred to in B of Schedule 3 and loans of Rs.459.75 lakhs refrred
to in A of Schedule 3 are secured by a common pool of all the assets of the company
General : The financial statements have been prepared under historical cost convention in situated at Palakkad, Doddabalapur, Dobespet and Bommasandra, and pledge of 22690000
accordance with Generally Accepted Accounting Principle in India and the provisions of the equity shares held by the Company in SANYO BPL Private Limited and a personal guarantee
Companies Act, 1956, as adopted consistently by the company. of the Managing Director ( pending execution), ranking paripassu, with all the lenders.
Fixed Assets : Fixed Assets, except Land and Building which were revalued as on 30.4.85, are 5. CENVAT benefits on purchases have been accounted for, in accordance with the provisions of
stated at their original cost of acquisition including incidental expenditure related thereto, taxes, Accounting Standard 2. Cenvat credit receivable has been included under the head advances.
duties other than modvat credit availed and installation expenses. Net surplus or deficiency
arising when an asset is disposed, discarded, demolished or destroyed are duly accounted. 6. As the company has no qualifying assets as defined in Accounting Standard 16, amount of borrowing
cost that are directly attributable to the acquisition, construction or production of a qualifying asset
Depreciation : Depreciation on Fixed Assets are provided on Straight Line Method at the rates have not been capitalised.
and manner prescribed under Schedule XIV of the Companies Act, 1956.
7. In accordance with the provisions of Accounting Standard 17, Company has only one reporting
Investments : Investments are stated at cost. Provisions are made to recognize permanent segment viz, Electronic Industry. Segmental reporting as defined is therefore not applicable.
diminution in the value of Investments.
8. The Company’s restructuring proposal has been approved under CDR system vide letter dated 25th
Inventories : Inventories are valued as under : November, 2004. The salient features of terms of restructuring is waiver of certain percentage of
Finished Goods : At lower of cost or realisable value principal amount of loans outstanding as on cut off date, reduction of rate of interest on loans
Work in Progress : At cost - inclusive of appropriate overheads retained and transfer of CTV division to a JV company as a going concern . Profitability of residual
Materials, Components & Spares : At weighted average cost including taxes & duties business of the company, Balance Sheet and Cash Flow were assessed by an independent authority.
Goods in transit : At cost Based on their report, the management is confident of earning sufficient revenue to meet it’s
liabilities and commitments. On the basis of above information, the current financial period accounts
Foreign Currency Transaction : Transactions in foreign currency, other than those covered by have been prepared on a going concern basis.
forward 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 at 9. Related Party disclosure in accordance with Accounting Standard 18:
exchange rate prevailing on the date of the Balance Sheet. The Net loss, if any, on conversion is (Rs. in lakhs)
charged to revenue / asset account but gains if insignificant, is not accounted for. Related Parties 1 2 3 Total
Research and Development : Fixed Assets purchased for Research and Development are Purchase of goods 5.96 5.96
capitalised and depreciated as per the Company’s policy. Development expenditure which are Sales of goods 78.95 78.95
revenue in nature are considered as forming part of the Gross Block and are Amortised with Receiving of services 20.62 20.62
reference to the estimated benefit derived from the product and process.
Finance Transactions 1.12 136.45 137.57
Retirement Benefit : Contribution to recognised provident fund is made at predetermined
Advance for Share Capital
rates. There is no defined benefit scheme for Leave Encashment. The Company has an arrangement
with Life Insurance Corporation of India to administer its Gratuity and Superannuation Schemes. Remuneration 80.16 80.16
Borrowing Cost : Borrowing cost that are directly attributable to the acquisition, construction Net outstanding Dr/(Cr) 1683.12 1630.36 (80.16) 3233.32
or production of a qualifying asset are capitalised as part of the asset. Other borrowing costs are Name of the related parties and description of relationship :
recognized as expense in the period in which they are incurred. a. Subsidiaries: BPL Display Devices Limited, Bharat Energy Ventures Limited and BPL Securities
Revenue Recognition : Revenue in respect of sale of products are recognised when goods are Private Limited
supplied to customers. Dividend income on Investments is accounted for when the right to b. Joint Ventures : SANYO BPL Private Limited
receive the payment is established. Interest income is recognized on a time proportionate basis c. Companies where Directors have control : Dynamic Electronics Pvt. Limited, Oriental Transport
considering the amount outstanding and rate applicable. Expenses are accounted for on accrual Limited, ER Computers Pvt. Limited, Phoenix Holdings Pvt. Limited, Stallion Computers Pvt.
basis and provision is made for all known losses and liabilities. Limited, Electro Investment Pvt. Limited, Nambiar International Investment Co. Pvt. Limited, BPL
Contingent Liability : All known liabilities are provided for in the accounts except liabilities of Telecom Pvt. Limited, BPL Technovision Pvt. Limited and NI Micro Technologies Pvt. Limited.
a contingent nature, which are adequately disclosed in accounts. d. Key Management Personnel: Mr. Ajit G Nambiar, Chairman & Managing Director
Basis of Consolidation : BPL Limited has recognized its interest in the Jointly Controlled entity 10. The Company does not have any “lease arrangement” as defined under Accounting Standard 19.
to the extent of its interest under a Proportionate Consolidation Method. The Company has a
11. No Provision for tax has been made for current period in view of losses made by the Company.
50% interest in the Jointly Controlled Entity. No consolidated financial Statement of BPL Limited
Deferred tax asset as envisaged by Accounting Standard 22 has been created by the company to
and its subsidiaries are prepared in compliance of clause 11(b) of Accounting Standard 21. Intra
the extent reasonable certainity exists for the future profitability. The components of Deferred tax
group transactions resulting unrealized profits/ lossess are eliminated to the extent of venturer’s
asset is as follows:
interest.
Unabsorbed Depreciation Rs 89,49,36,824
2. Share Capital includes 21930 Equity Shares of Rs.10/- each, allotted as fully paid up for
Unabsorbed carry forward Business Loss Rs. 591,16,66,576
consideration other than cash and 9650000 Equity Shares of Rs.10/- each, allotted as Bonus
Shares by Capitalisation of General Reserve during an earlier period. Total Rs. 680,66,03,400
3. 16958682 Non - convertible Non - cumulative 0.001% Preference Shares of Rs.100/- each, are Deferred Tax Asset Rs. 231,35,64,496
redeemable in four equal installments at the end of the 11th,12th,13th and 14th year. The Less: Opening Deferred Tax Asset Rs. 165,28,61,175
Preference Shares were allotted on 15th December, 2005. Deffered Tax Asset for the year Rs. 66,07,03,321
4. The loans / borrowings stated in Schedule 3 represent restated balances for lenders based on the 12. Remuneration has been paid to the Managing Director based on the approval received from the
options adopted by them respectively. However, confirmation of balance is yet to be obtained. In Central Government.
accordance with the terms of debt restructuring, the Company was to pay quartelry installments 13. Contingent Liabilities :
of Rs.884.32 lakhs commencing from May 2008. Due to lack of funds the payment has not been a) Estimated amount of contracts remaining to be executed on Capital Account and not provided
made. Interest on the loans have been provided based on the options, selected by the lenders. on 31st March, 2009 - Rs. nil (Rs. nil)
Loans are secured by: b) Demands against the Company not acknowledged as debts disputed in appeal as on 31st March,
I. Loans of Rs.6537.84 Lakhs referred to in B of Schedule 3 is secured by a pledge of BPL 2009 : Central Excise Rs. 455.51 lakhs (173.45 lakhs ), Customs Duty Rs. 668.77 lakhs ( Rs. 803.92
brand excluding BPL Brand of Colour Television. lakhs), Sales Tax Rs. 2291.37 lakhs (Rs. 2953.58 lakhs ). The amounts are based on demands raised
II. Loans of Rs.4097.26 lakhs referred to in B of Schedule 3 is secured by equitable mortgage by the respective authorities.
by deposit of title deeds of immovable property of the company in Coimbatore and c) No reimbursements are expected from Contingent Liabilities.
residential property in Bangalore and land in Hoskote. d) Deed of Gurantee favouring Allahabad Bank towards financial assistance of Rs.2000 lakhs
III. Loans of Rs.1807.03 lakhs referred to in B of Schedule 3 is secured by equitable mortgage sanctioned by them to BPL Display Devices Limited.
of leasehold property in Chennai and by a lien of fixed deposit with the bank. e) As per CDR scheme, Lenders have a recompense clause for economic loss due to restructuring,
IV. Loans of Rs.312.08 lakhs referred to in B of Schedule 3 is secured by equitable mortgage which would be met out of any future cash flows of company. It is not possible to quantify the
liability, if any, that may arise.

As per our Report of even date annexed

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

M S Ram Ajit G Nambiar Capt. S Prabhala


Partner Chairman & Managing Director Director
M.No. 26687

Bangalore V Ravi
15th May, 2009 Company Secretary
Annual Report 2008-2009 35
Consolidated Cash Flow Statement
(Amt. in Rupees)

31.03.2009 31.03.2008
Cash flow from operating activities
Net 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

As per our Report of even date annexed


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

M S Ram Ajit G Nambiar Capt. S Prabhala


Partner Chairman & Managing Director Director
M.No. 26687

Bangalore V Ravi
15th May, 2009 Company Secretary

36 BPL Limited
Subsidiary Accounts - Bharat Energy Ventures Limited
Directors' Report Companies Act, 1956 as amended, for watts. Amendments to the PPA pursuant to DIVIDEND
safeguarding the assets of the the Government of AP letter, have been
To the Members, No Dividend is recommended to be paid
Company and for preventing and agreed between APTRANSCO and BPL
Your Directors take pleasure in presenting in view of the lower profits and the need
detecting fraud and other irregularities. Power, the project developer, and it is
the Twelfth Annual Report together with the to preserve resources.
REVIEW OF OPERATIONS understood that necessary approvals from
Audited Statement of Accounts of the the Government of AP and AP Energy PUBLIC DEPOSITS
Company for the year ended 31st March, Ramagundam Project Regulatory Commission are awaited. The During the year, the Company has not
2008. APTRANSCO had, in July 2004, terminated project activities would re-commence as accepted any Public Deposits. As an NBFC
RESPONSIBILITY STATEMENT the Power Purchase Agreement in respect soon as these approvals are available. not taking public deposits, your Company
In terms of and pursuant to Section 217 of the 2 x 260 MW Ramagundam Thermal Bharat EPDC Energy Private Limited has given an undertaking not to accept any
(2AA) of the Companies Act, 1956, your Power Project of M/s BPL Power Projects (AP) Bharat EPDC Energy Private Limited [BEEPL], Public Deposits in future without the prior
Directors, in relation to the Annual Private Ltd., (BPL Power-AP) which was in which your company holds investment, approval of the Reserve Bank of India.
Statement of Accounts, state and confirm entered into between BPL Power-AP and has been put under Members voluntary CONSERVATION OF ENERGY, TECHNOLOGY
that : APTRANSCO in July 2003 with a one-year winding up, based on its Members approval ABSORPTION, FOREIGN EXCHANGE
a) the Accounts had been prepared on a time-frame for achieving financial closure. In at an EGM held on 17 th November 2005. EARNING AND OUTGO
‘going concern’ basis and in such consultation with all the Sponsors, BPL Consequently, your company has written
preparation the applicable accounting Power Management is pursuing with Activities of your Company are mainly in the
down the value of investment held in BEEPL
standards had been followed with APTRANSCO / GoAP for reinstatement of the nature of power project development and
to zero. Further, as a part of settlement of
proper explanation relating to material PPA and is hopeful of such reinstatement. As hence information required to be provided
moneys owed to BEEPL and owed by BEEPL
departures; a fall back option, BPL Power – AP has also under Section 217(1)(e) of the Companies
to your company, fixed assets in the nature
initiated legal action to enforce its accrued Act, 1956 read with the Companies
b) your Directors had selected such of office equipment held by BEEPL were
rights in the project as well the (Disclosure of Particulars in the Report of the
accounting policies and applied them transferred to your company for a
reinstatement of the said PPA. Certain Board of Directors) Rules, 1988 in relation to
consistently and made judgments and consolidated consideration of Rs 250,000
Sponsor Equity issues still remain to be Conservation of Energy and Technology
estimates that are reasonable and [Rupees Two Lacs Fifty Thousands only]. The
addressed by BPL Power – AP. Absorption are currently not relevant to the
prudent so as to give a true and fair effect of this settlement is shown the
The Government of AP vide its letter dated Company. There has been no foreign
view of the state of affairs of the accounts of your company during the
19.12.2007, agreed to annul the PPA exchange income or outgo during the year.
Company at the end of the financial current year.
year and of the loss of your Company termination notice of July 2004 issued by PARTICULARS OF EMPLOYEES
APTRANSCO, and reinstating the said PPA Cheemeni Project
for that period; and During the year under review, there was no
with a targeted project cost per mega watt There was no activity during the year in
c) your Directors had taken proper and employee of the Company who was in
and levellised tariff. In addition, the respect of the Cheemeni Power Project of M/
sufficient care for maintenance of receipt of remuneration in excess of the
Government of AP has also acceded to the s BPL Power Projects (Kerala) Private Ltd
adequate accounting records in limits specified under Section 217(2A) of the
request for increasing the project size to 600 (BPL-Kerala).
accordance with the provisions of the Companies Act, 1956 read with the
mega watts from the existing 520 mega
1 2
3 4

Companies (Particulars of Employees) Rules, ADDENDUM TO THE DIRECTORS REPORT AUDITOR’S REPORT order.
1975, as amended. 2. The accounts for the year have been
Explanation for the Auditors’ Comments in We have audited the attached Balance Sheet
prepared on a going concern basis in
AUDIT COMMITTEE their Report & Annexure of Bharat Energy Ventures Limited as at
view of factors mentioned in Note no:
March 31, 2008, and the Profit and Loss
During the year, there was no change in the 1. At serial No.2 of the Auditors Report 4 of Schedule 8 to accounts. We are of
Account and the cash flow statement for the
Audit Committee of your Company which the view that, the impact of
relating to Going Concern concept year ended on that date annexed thereto.
was re-constituted in 2004. adjustments, if any, are not quantifiable,
These financial statements are the
AUDITORS Management is of the opinion and confident pending ascertainment of realizable
responsibility of the Company ’s
that the company would continue to be a values of these investments, had those
M/s T Velu Pillai & Co., Chartered management. Our responsibility is to
going concern. accounts been valued as a non-going
Accountants, the retiring Auditors of the express an opinion on these financial
concern.
Company, are eligible for re-appointment. 2 . At serial No.9 (a) & (b) of Annexure to the statements based on our audit.
The Company has received a certificate Auditors Report relating to remittance of 3. Further to our comments in the
We conducted our audit in accordance with
Annexure referred to in Paragraph 1
under Section 224(1) of the Companies Act, Statutory Dues Auditing Standards generally accepted in
and 2 above, we report that;
1956 from them indicating their eligibility India. Those Standards require that we plan
There have been instances of delays in
for re-appointment. and perform the audit to obtain reasonable a) We have obtained all the
remittance of undisputed statutory dues
assurance about whether the financial information and explanations
ACKNOWLEDGEMENTS of income-tax deducted at source and
statements are free of material mis which to the best of our knowledge
Your Directors thank and express their service tax.
statement. An audit includes examining, on and belief were necessary for the
gratitude for the support and co-operation Due to cash flow constraints there have been purpose of our audit;
a test basis, evidence supporting the
received from BPL Limited, the Holding some delays in remittance of TDS and amounts and disclosures in the financial b) In our opinion proper books of
Company, the State Governments and Service Tax. However, income tax deducted statements. An audit also includes assessing account as required by law have
Electricity Boards of Andhra Pradesh and at source has been remitted and steps have the accounting principles used and been kept by the Company so far as
Kerala, the Central Electricity Authority, the been initiated to clear other dues. significant estimates made by management, it appears from our examination of
Financial Institutions, Banks and other as well as evaluating the overall financial those books;
Central/State Govt. Ministries and On behalf of the Board statement presentation. We believe that our
audit provides a reasonable basis for our c) The Balance Sheet and Profit and
departments involved in the projects. Loss Account dealt with in this
A M Saleem Shashi Nambiar opinion.
Director Director report are in agreement with the
On behalf of the Board 1. As required by the Companies books of account of the Company;
A M Saleem Shashi Nambiar Bangalore (Auditor’s Report) Order, 2003, issued by
Director Director 1st September, 2008 the Central Government of India, in d) In our opinion the Balance Sheet
terms of Section 227 (4A) of the and Profit and Loss account dealt
Bangalore
Companies Act, 1956, we give in the with by this report comply with the
1st September, 2008
Annexure a statement on the matters Accounting Standards referred to in
specified in paragraphs 4 & 5 of the said Sub section (3C) of Section 211 of

Annual Report 2008-2009 37


Subsidiary Accounts - Bharat Energy Ventures Limited
iii. the Company has not traded in any inventory, requirement of reporting
the Companies Act, 1956, to the As required by the ‘Non-Banking Financial
this investment during the year on physical verification of stocks or
extent applicable; Companies Auditors’ Report (Reserve Bank)
under review. maintenance of inventory records, in
e) On the basis of the written Directions,1998, we further state that we
our opinion does not arise.
representations received from the have submitted a Report to the Board of For T Velu Pillai & Co.,
Directors as on 31st March,2008 and Directors of the company containing a Chartered Accountants 3. The company has neither granted nor
taken on record by the Board of statement on the matters specified in the taken any loans secured or unsecured
directors, we report that none of the said Directions, namely the following: Bangalore M S Ram (26687) to or from Companies, firms or other
Directors is disqualified as on 31st 1st September, 2008 Partner parties covered in the Register
A. The company has obtained the
March 2008 from being appointed maintained under Section 301 of the
certificate of Registration from the
as Director in terms of clause (g) of Companies act, 1956. Consequently,
Reserve Bank of India. ANNEXURE TO THE AUDITORS’ REPORT
sub-section (1)of Section 274 of the clauses iii(b),(c),(d),(e),(f ) and (g) of the
(Annexure referred to in Auditor’s Report to
B. We further report that, Order are not applicable to the
Companies Act, 1956; the members of BHARAT ENERGY VENTURES
a. The Board of Directors of the Company for the current year.
f ) In our opinion and to the best of our LIMITED, for the year ended on 31st March
information and according to the company has passed a resolution for 2008.) 4. In our opinion, and according to the
explanations given to us, the said non acceptance of any public information and explanations given to
1. (a) The company has maintained
accounts, read together with the deposits. us, there is adequate internal control
proper records showing full
notes thereto, and subject to our b. The Company has not accepted any system commensurate with the size of
particulars including quantitative
comments in paragraph 2 above, public deposits during the year the Company and the nature of its
details and situation of fixed assets.
give the information required by the under review. business for purchase of inventory and
(b) The Fixed asset of the Company fixed assets, and for the sale of goods
Companies Act, 1956, in the manner
c. The Company has, through a Board have been physically verified by the and services. During the course of our
so required and give a true and fair
resolution, identified the group management at reasonable audit, no continuing failure, to correct
view in conformity with the
Companies namely BPL Power intervals and no material any major weakness in the internal
accounting principles generally
Projects (AP) Private Limited, and discrepancies between the book control system, has been noticed.
accepted in India;
that; records and physical inventory were
i) In the case of the Balance Sheet, of 5. In our opinion, and according to the
i. the aggregate cost of noticed.
the state of affairs of the Company information and explanations given to
investments made in these (c) During the year, company has us, there are no transactions that need
as at March 31, 2008, group Companies is not written off a major part of fixed to be entered into the register
ii) in the case of the Profit and Loss considered to be less than 90% assets owing to impairment. In our maintained in pursuance of Section 301
Account, of the Loss of the Company of the Company’s total assets; opinion, various other factors had of the companies Act, 1956, hence,
for the year ended on that date, and ii. the Company continues to hold already affected the going concern Clause v(b) of the Order is not
the securities of the said group status of the Company. applicable to the Company.
iii) in the case of the Cash flow
Statement, of the cash flows for the company as long term 2. As the Company has not purchased/ 6. The Company has not accepted
year ended on that date. investment ;and sold goods during the year nor is there deposits from the public and

5 6
7 8
consequently, the directives issued by than six months from the date of they by the management, we are of the Company and the information and
the Reserve Bank of India and the became payable, other than Income Tax opinion that the company is neither a explanations provided by the
provisions of Section 58A and 58AA of deducted at source of Rs.1.00 lac and Chit Fund nor a nidhi/mutual benefit management, the Company has not
the Companies Act, 1956 and rules service tax amounting to Rs.15.30 lacs. society. Hence, in our opinion, the made any preferential allotment of
thereunder are not applicable to the requirement of para 4 (xiii) of the Order shares to parties and companies
(c) According to the records of the
Company. does not apply to the company. covered in the register maintained
company, there are no dues of Income
14. As per the records of the company and under section 301 of the Companies
7. In our opinion, the company has an Tax, Sales Tax, Service Tax, Wealth Tax,
according to the information and Act, 1956.
internal audit system commensurate Customs Duty, Excise Duty, and cess,
with the size and the nature of its explanation given to us by the 19. According to the records of the
which have not been deposited on
business. management, the Company is not Company, the Company has not issued
account of any dispute.
dealing or trading in shares, securities, any debentures.
8. According to the information and
10. The Accumulated loss of the Company debentures and other investments.
explanations provided by the 20. The Company has not raised any
does not exceed 50% of its net worth 15. According to the records of the
management, the Company is not money by public issues during the
as at 31st March’ 2008. The Company has company and on the basis of
engaged in production, processing period under audit.
incurred a cash loss of Rs.36.62 lacs in information and explanations
manufacturing or mining activities.
the current financial year, and a cash provided to us by the management, 21. Based upon the audit procedures
Hence, the provisions of section
loss of Rs.24.93 lacs in the immediately we report that the company has not performed and on the information and
209(1)(d) of the Companies Act’1956 do
preceding financial year. given any guarantee for loans taken by explanations given by the
not apply to the company. Hence, in our
others from banks or financial management, we report that no fraud
opinion, no comment on maintenance 11. According to records of the company,
institutions. on or by the Company has been noticed
of cost records under section 209(1)(d) the Company has not borrowed any
or reported during the year.
is required. sum from any financial institution or 16. According to the records of the
bank, nor issued any debentures till 31st Company, the Company has not For T Velu Pillai & Co.,
9. (a) According to the records of the
March, 2008r. Hence, in our opinion, the obtained any term loans. Hence, the Chartered Accountants
Company and information and
question of reporting on defaults in requirements of paragraph 4(xvi) of the
explanation given to us, there have
repayment of dues to financial order are not applicable to the Bangalore M S Ram (26687)
been delays in remittance of material
institutions or banks or debenture does Company. 1st September, 2008 Partner
amounts towards Service tax, Value
Added Tax and Income Tax Deducted at not arise. 17. According to the information and
Source during the year. 12. According to the records of the explanations given to us and on an
Company, the Company has not overall examination of the balance
(b) According to the information and
granted any loans or advances on the sheet of the company, we report that
explanations given to us, no undisputed
basis of security by way of pledge of funds raised on short-term basis have
amounts payable in respect of income
shares, debentures and other securities. not been used for long term
tax, wealth tax, sales tax, custom duty
investments by the Company.
and excise duty were outstanding, as at 13. In our opinion, and according to the
31st March 2008 for a period of more information and explanations provided 18. According to the records of the

38 BPL Limited
Subsidiary Accounts - Bharat Energy Ventures Limited
BALANCE SHEET (Amt. in Rupees) PROFIT & LOSS ACCOUNT (Amt. in Rupees)
As at For the year ended
Particulars Sch. No. 31st March, 2008 31st March, 2007 Particulars 31.03.2008 31.03.2007

SOURCES OF FUNDS INCOME

Other Income 875 2,595


Shareholders Funds 1 130,65,90,000 117,01,40,000
Staturory Audit fee 56,120 56,120
Reserves & Surplus 2 55,87,430 55,87,430
Tax Audit fee 16,836 16,836
Deferred Tax Liability 6,10,000 6,10,000 Construction Project Implementation costs 21,10,383 8,73,097
Office Expenses 94,945 1,46,224
TOTAL 131,27,87,430 117,63,37,430 Electricity Charges 64,332 -
Repairs & Maintenance 36,000 -
APPLICATION OF FUNDS
Rent & Maintenance 12,32,072 13,92,511
Fixed Assets 3 12,95,71,186 16,29,043 Donation 50,000 -
Interest & Bank Charges 2,118 904
Investments 4 115,86,55,200 86,61,55,200
Preliminary Expenditure Written off 4,27,500 4,27,500
Current Assets, Loans & Advances 5 7,15,83,494 35,38,81,085 Depreciation 35,449 1,89,845
Total 35,449 31,13,036
Less : Current Liabilities & Provisions 6 14,76,01,069 14,22,09,138
PROFITS
Net Current Assets -7,60,17,576 21,16,71,947
Profit/(Loss) before taxation (41,24,880) (31,10,441)
Miscellaneous Expenditure Tax Expenses
Current Tax - 4,737
(Preliminary Expenditure to the extent not
Fringe Benefit Tax - 34,958
written-off or adjusted) 41,12,200 45,39,700 Deferred Tax on Timing Difference - -
Profit/(Loss) after tax (41,24,880) (31,10,441)
Profit & Loss Account 9,64,66,420 9,23,41,540 Balance brought forward (9,23,41,540) (8,92,31,099)
TOTAL 131,27,87,430 117,63,37,430 Balance available for Appropriation (9,64,66,420) (9,23,41,540)
Appropriation
Notes on Accounts 8 of the Reserve Bank Of India Act,1934) - -
Balance carried over (9,64,66,420) (9,23,41,540)
Schedules 1 to 7 form an integral part of this Balance Sheet
Notes on Accounts 8
As per our Report of even date annexed.
As per our Report of even date annexed.
For T Velu Pillai & Co., For and on behalf of the Board
Chartered Accountants For T Velu Pillai & Co., For and on behalf of the Board
Chartered Accountants
M S Ram A M Saleem Shashi Nambiar
Partner Director Director M S Ram A M Saleem Shashi Nambiar
Partner Director Director
Bangalore J Srinivasan
27th July, 2007 Company Secretary Bangalore J Srinivasan
27th July, 2007 Company Secretary
9 10
11 12
Schedules Forming Part of the Accounts (Amt. in Rupees) Schedule Forming Part of the Account (Amt. in Rupees)
Particulars As at As at
31.03.2008 31.03.2007 Particulars 31.03.2008 31.03.2007
SCHEDULE 1 : SHARE CAPITAL SCHEDULE 5 : CURRENT ASSETS, LOANS & ADVANCES
Authorised A. Current Assets
140,000,000 Equity Shares of Rs 10/- each 140,00,00,000 120,00,00,000 Cash in hand 2,840 9,512
Balance with Scheduled Banks in Current Accounts 98,26,077 2,64,650
Issued, Subscribed & Paid-up Sundry Debtors (Unsecured, Considered Good)
115,400,000 (115,400,000 as on 31.03.2006) Equity Shares 115,40,00,000 115,40,00,000 Debts outstanding for more than six months 5,39,38,393 5,38,74,520
of Rs.10/- each, fully paid-up 6,37,67,310 5,41,48,682
Advance for Share Capital 15,25,90,000 1,61,40,000 B. Loans & Advances
130,65,90,000 117,01,40,000 (Unsecured considered good)
Advances 72,65,881 29,91,82,100
SCHEDULE 2 : Reserve and Surplus
Advance Tax 5,50,303 5,50,303
Surplus 7,15,83,494 35,38,81,085
Special Reserve 55,87,430 55,87,430 SCHEDULE 6 : CURRENT LIABILITIES AND PROVISIONS
Profit & Loss Account - - Sundry Creditors for expenses 14,55,81,323 14,01,89,392
Provision for Income Tax 20,19,746 20,19,746
55,87,430 55,87,430 14,76,01,069 14,22,09,138
SCHEDULE 3 : FIXED ASSETS
SCHEDULE 7: OTHER INCOME
GROSS BLOCK DEPRECIATION NET BLOCK Investments - 2,595
PARTICULARS As on Additions Deletions As on Upto For the Deletion for Upto As on As on Interest received 87,500 -
01.04.07 31.03.08 01.04.07 period the period 31.03.08 31.03.08 01.04.07
Write back of Excess Tax Provision (05-06) - -
Computer 11,05,753 11,05,753 10,80,968 5,682 - 10,86,650 19,103 24,785 875 2,595
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 SCHEDULE 8 : NOTES FORMING PART OF BALANCE SHEET AS AT 31.03.2008
Vehicles 48,210 - - 48,210 5,647 4,592 - 10,239 37,971 42,563 I. SIGNIFICANT ACCOUNTING POLICIES
Sub - Total 33,69,497 76,000 - 34,45,497 18,19,818 35,449 - 18,55,267 15,90,230 15,49,679 Accounting Convention

Capital Work in Progress -


Accounts are prepared on historical cost convention in accordance with Indian Generally Accepted
Accounting Principles, the accounting standards issued by the Institute of Chartered Accountants of
Capital Advance 79,364 12,79,01,592 12,79,80,956 - - - - 12,79,80,956 79,364 India and the Indian Companies Act, 1956, as adopted consistently by the Company.
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 The fundamental accounting assumptions underlying the preparation and presentation of financial
statements are :
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
a) Going concern: The enterprise is viewed as continuing in operation for the foreseeable future.
SCHEDULE 4 : INVESTMENTS AT COST
b) Consistence: The accounting policies are consistent from one period to the next.
Trade
A) BPL Power Projects (AP) Pvt. Ltd. 115,86,55,200 866,155,200 c) Accrual: Revenues and costs are accrued as they are earned or incurred and recorded in the financial
statement of the period to which they relate
11,58,65,520 Equity shares of Rs.10/- fully paid- Unquoted
(As on 31.03.2007 - 86,615,520 Equity Share of Fixed Assets : Fixed Assets are stated at cost of acquisition including related expenditure thereon
Rs.10/- each, fully paid Unquoted) Depreciation : The company follows Straight Line Method of depreciation, at the rates prescribed under
Schedule XIV of the Companies Act, 1956.
115,86,55,200 866,155,200

Annual Report 2008-2009 39


Subsidiary Accounts - Bharat Energy Ventures Limited
Foreign Currency Transaction Enterprises. The management is of the opinion that none of the payments due by the company are
owed to Small & Medium Enterprises. The auditors have relied upon this representation by the
Transactions in foreign currency, other than those covered by forward contracts are accounted at exchange management
rates prevailing on the date of the transaction. Assets and liabilities in foreign currency not covered by forward
contracts are translated at exchange rate prevailing as at the end of financial year. 7 Due to inadequacy of profits, the Company has not transferred 20% of it’s profits for the year to Special
Reserve as required under Section 45 IC of the Reserve bank of India Act, 1934.
Investments
8. Estimated amount of contract remaining to be executed on Capital account and not provided for is
Investments being long term in nature are stated at cost. Provision is made for any permanent diminution in 8085.95 Lacs (Previous year NIL)
value of investments.
9. Balances due from sundry creditors are subject to confirmation/ reconciliation.
Revenue Recognition
10. Payment to Auditors (inclusive of Service Tax)
Revenue from contract work is recognized on a percentage completion basis; however, no income is
recognized or billed till there arises virtual certainty of the same being realized. Current Year Previous Year

Contingent Liability Remuneration for Statutory audit Rs. 56,120 Rs. 56,120

All known liabilities are provided for in the Accounts, except liabilities of a contingent nature which are Remuneration for tax audit Rs. 16,836 Rs. 25,630
adequately disclosed in accounts 11. Expenditure in Foreign Currency : Nil Nil
2. The company, at present, does not have liability towards payment of Gratuity. 12. Earning per share is calculated on per share basis and there is no dilution in equity during the
3. The Company has not raised any Public Deposits, [within the meaning of Acceptance of Deposit year.
Regulations relating to Non-Banking Finance Companies, issued by the Reserve Bank of India from time 13. The impact of deferred tax adjustments as required by AS – 22 issued by the Institute of Chartered
to time], during the year under review. The Company is in fact classified as a Non-Deposit taking Accountants of India has not been considered due to the uncertainty of recovery of the same in the
Systemically Important [ND-SI] NBFC, by the Reserve Bank of India. near future.
4. The Government of Andhra Pradesh, Energy Department has, vide its letter dated 19.12.2007, agreed to 14. The Company has only one reportable segment and hence segmental reporting as required by AS
the reinstatement of the BPL Ramagundam Project PPA on as is where is basis while affording increase - 17 is not applicable.
in project capacity and capping the cost of project and levellised tariff. The Shareholders and the Directors
15. As none of the assets are cash generating units, no provision has been made for their impairment
of BPL Power are committed to recommencing project construction activity at the earliest possible
as required by AS - 28.
opportunity. However, BPL Power Projects (AP) is yet to sign the revised power purchase agreement. The
Company is the principal investor and the chief sponsor of the Ramagundam project being set up by 16. The company has no taxable income and hence no provision has been made for taxation.
BPL Power. In view of the developments as stated above, the financial statements of the Company for
17. Particulars regarding additional information in accordance with the provisions of para 3, 4C, 4D of
the year ended March 31, 2008 have been prepared on a going concern basis. Auditors of M/s BPL Power
part II of schedule VI of the companies Act 1956 are not provided as the same is not applicable
(AP) in their report on accounts of that company for the financial year ended 31.03.07 have qualified the
considering the nature of business of the Company.
assumption of going concern as being contingent upon favorable outcome of efforts of that company in
executing an amended Power Purchase Agreement to carry on its business. The accounts of that company
for the current financial year are yet to be adopted. 18. Previous year’s figures have been regrouped, wherever necessary.

5. Pursuant to an arrangement between the Company and BPL Power projects (AP) Private Limited, the As per our Report of even date annexed.
Company has agreed to assist BPL Power in carrying out certain critical areas of work of the Company in
respect of the Ramagundam project, and incurring certain expenses towards, including but not limited For T Velu Pillai & Co., For and on behalf of the Board
to protecting assets at site, work related to reinstatement of PPA, reinstatement of coal linkage agreement, Chartered Accountants
identifying and bringing in prospective investors, finalizing Engineering, Procurement and Construction
Contract and Operation and Maintenance Contract and thereafter to achieve financial closure of the M S Ram A M Saleem Shashi Nambiar
project. The Company would charge BPL Power on a success basis, i.e the ability of BPL Power to generate Partner Director Director
adequate funds. Claims on this account would be payable only on generation of adequate funds by BPL
Power and the impact of which is not ascertainable at this stage. Bangalore J Srinivasan
1st September, 2008 Company Secretary
6. There are no dues to any Small Scale Industrial Undertakings. There are no dues to Small Medium

13 14
BPL Securities Private Limited
1 2
DIRECTORS’ REPORT Directors AUDITORS’ REPORT knowledge and belief were necessary for
To the Members, In accordance with the Articles of Association of the BPL Securities Private Limited, Bangalore the purpose of our audit;
Your Directors submit the Seventeenth Annual Company Mrs. Meena Nambiar retires by rotation
and being eligible offers herself for re-election. We have audited the attached Balance Sheet of BPL (ii) In our opinion proper books of accounts as
Report on the business and operations of the required by law have been kept by the
Company together with Audited Statement of Compliance Certificate Securities Private Limited as on 31st March 2009 and
In accordance with the proviso to Section 383-A (1) the Profit & Loss Account of the Company for the Company so far as appears from our
Accounts for the year ended 31.03.2009.
of the Companies Act, 1956, a Cer tificate of year ended on that date annexed thereto. These examination of the books;
Operations
Compliance obtained from the Company Secretary financial statements are the responsibility of the (iii) The Balance Sheet and the Profit & Loss
During the year under review, the Company has not in Whole time Practice is attached to this Report.
earned any income. The expenditure for the year Company’s management. Our responsibility is to Account dealt with by the Report are in
Directors’ responsibility statement
amounted to Rs.82,858/- and the loss for the year express an opinion on these financial statements agreement with the books of accounts;
Pursuant to the requirement under Section 217(2AA)
amounted to Rs. 82,858/-, based on our audit.
of the Companies Act, 1956, with respect to Directors’ (iv) In our opinion, the Balance Sheet and the
Dividend Responsibility Statement, it is hereby confirmed that: We conducted our audit in accordance with auditing Profit and Loss Account dealt by this report
Since the Company has not made any profit during i) in the preparation of the annual accounts for the standards generally accepted in India. Those comply with the Accounting Standards
the year under review, your Directors have not financial year ended 31.03.2009 the applicable standards require that we plan and perform the referred to in sub-section 3(C) of Section 211
recommended any dividend. accounting standards have been followed along audit to obtain reasonable assurance about whether of the Companies Act, 1956;
Deposits with proper explanation relating to material
departures; the financial statements are free of material
During the year, the Company has not accepted any (v) According to the information and
ii) the Directors have selected such accounting misstatement. An audit includes examining, on a
deposits from the public and hence no amount was explanations given to us and on the basis
policies and applied them consistently and made test basis, evidence supporting the amounts and
outstanding as on the date of Balance Sheet. of written representations received from the
judgements and estimates that were reasonable disclosure in the financial statements. An audit also
Employees directors of the Company, taken on record
and prudent so as to give a true and fair view of includes assessing the accounting principles used
Information in terms of Section 217(2A) of the the state of affairs of the Company at the end of by the Board of Directors, none of the
and significant estimates made by management, as
Companies Act, 1956, read with the Companies the financial year 31.03.2009 and of the loss of directors of the Company is disqualified as
(Particulars of employees) Rules, 1975, is Nil. well as evaluating the overall financial statement
the Company for that period; on 31st March 2009 from being appointed
presentation. We believe that our audit provides a
Particulars under Section 217(1)(e) iii) the Directors have taken proper and sufficient as a director under Clause (g) of sub section
care for the maintenance of adequate accounting reasonable basis for our opinion.
Since the Company is not carrying on any (1) of Section 274 of the Companies Act,
manufacturing activities, no comments are made in records in accordance with the provisions of the (I) As required by the Companies (Auditor’s Report) 1956; and
respect of research and development, conservation Companies Act, 1956, for safeguarding the assets Order, 2003, as amended by order 2004, isssued
of energy, technology absorption, adaptation and of the Company and for preventing and detecting (vi) In our opinion and to the best of our
by the Central Government in terms of
innovation as required under Section 217(1) (e) of fraud and other irregularities; information and according to the
Section 227(4A) of the Companies Act, 1956,
the Companies Act, 1956, read with Companies iv) the Directors have prepared the accounts for the explanations given to us the said Balance
financial year ended 31.03.2009 on a going and on the basis of such examination of the
(Disclosure of particulars in the Report of Board of Sheet and the Profit & Loss Account read
Directors) Rules, 1988. concern basis. books and the information and explanations
together with the notes annexed to and
Foreign Exchange Earnings and Outgo Auditors given to us during the course of our audit we
forming part of the accounts for the year
M/s Gowthama & Associates, Chartered Accountants, enclose in the Annexure our comments on the
During the year, the Company has not earned nor ended 31st March, 2009 give the information
incurred any foreign exchange. Bangalore, hold office as auditors till the conclusion matters specified in Paragraph 4 and 5 of the
of forthcoming Annual General Meeting and being required by the Companies Act, 1956, in the
said Order.
Subsidiary status /change of name of the eligible offer themselves for re-appointment. manner so required and give a true and fair
Company (II) Further to our comments in the Annexure view in conformity with the accounting
For and on behalf of the Board
Your Company continues to be a subsidiary of BPL referred to in Paragraph above, we report principles generally accepted in India
Thankam Nambiar Meena Nambiar
Limited by virtue of latter’s holding 1,20,000 fully that:
paid equity shares of Rs.10/- each, constituting Director Director (a) in the case of the Balance Sheet of the
99.04% of the paid up capital of the Company. Bangalore (i) We have obtained all the information and state of affairs of the Company as at
th
26 June, 2009 explanations which to the best of our 31st March, 2009 and

40 BPL Limited
Subsidiary Accounts - BPL Securities Private Limited
(b) in the case of the Profit and Loss (5) According to the information and explanations (10) In our opinion the accumulated losses of the 2003, as amended by order 2004, is not
Account of the loss for the year ended given to us there are two transactions that need Company at the end of the financial year applicable.
on that date. to be entered into the register maintained in 31.03.2009 exceeds fifty per cent of its net (16) The Company has not obtained any term loan.
pursuance of Section 301 of the Companies Act, worth on account of forfeiture of investment Accordingly, para 4(xvi) of the Companies
For Gowthama & Associates
1956 has been entered where necessary. ,held as inventory, by the investee company (Auditor’s Report) Order 2003, as amended by
Chartered Accountants
(6) The Company has not accepted any deposits and that the Company has incurred cash losses order 2004, is not applicable.
Bangalore H V Gowthama during the financial year ended on that date
from the public and consequently the directives (17) The Company has not raised any funds on
26th June, 2009 Partner (M.No.14353) and in the immediately preceding financial
issued by the Reser ve Bank of India, the short term basis and used for long term
ANNEXURE REFERRED TO IN PARAGRAPH I OF THE provisions of Sections 58A and 58AA of the year.
investment and vice versa.
AUDITORS’ REPORT TO THE MEMBERS OF BPL SECURITIES Companies Act, 1956, and the rules framed there (11) The Company has not taken any loan from (18) The Company has not made any preferential
PRIVATE LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED under are not applicable. financial institution or bank or issued any allotment of shares to parties and companies
31ST MARCH 2009 debentures. Accordingly, para 4(xi) of the
(7) In our opinion the Company has an internal audit covered in the Register maintained under
(1) The Company does not own fixed assets. system commensurate with its size and the Companies (Auditor’s Report) Order 2003, as Section 301 of the Act. Accordingly, para
Consequently the clause 4(i)(a) to 4(i)(c) of the nature of its business. amended by order 2004, is not applicable. 4(xviii) of the Companies (Auditor’s Report)
Companies (Auditor’s Report) Order, 2003, as (12) The Company has not granted loans and Order 2003, as amended by order 2004, is not
(8) According to the information and explanation
amended by order 2004, is not applicable. advances on the basis of security by way of applicable.
given to us maintenance of cost records have
(2) The Company is not carrying on any not been prescribed by the Central Government pledge of shares, debentures and other (19) The Company has not issued any debentures.
manufacturing activity nor the Company ’s under Section 209(1)(d) of the Companies securities. Accordingly, para 4(xii) of the Accordingly, para 4(xix) of the Companies
nature of operations require it to hold Act, 1956. Companies (Auditor’s Report) Order 2003, as (Auditor’s Report) Order 2003, as amended by
inventories. Consequently the clause 4(ii)(a) to amended by order 2004, is not applicable. order 2004, is not applicable.
(9) (a) According to the information and
4(ii)(c) of the Companies (Auditor’s Report) Order, (13) The Company is not in purview of the (20) The Company has not raised any money by
explanation given to us, the Company
2003, as amended by order 2004, is not provisions of any special statute applicable to public issues during the year. Accordingly, para
during the financial year, is regular in
applicable. chit fund and nidhi/mutual benefit fund/ 4(xx) of the Companies (Auditor’s Report)
depositing undisputed statutory dues
(3) (a) The Company has borrowed an amount of society. Accordingly, para 4(xiii) of the Order 2003, as amended by order 2004, is not
including provident fund, investor education
Rs. 1,32,500 from two Companies being Companies (Auditor’s Report) Order 2003, as applicable.
and protection fund, employees state
interest free unsecured loans for which insurance, income-tax, sales tax, wealth tax, amended by order 2004, is not applicable. (21) According to the information and
repayment date has not been stipulated. customs duty, excise duty, cess and other explanations given to us no fraud on or by the
(14) According to the information and explanations
material statutory dues, whichever is Company has been noticed or reported during
(b) The terms and conditions of the above given to us the Company is not dealing or
applicable to the Company, with appropriate the year.
mentioned loans are prima facie not trading in shares, securities, debentures and
prejudicial to the interest of the Company. authorities. other investments. Accordingly, para 4(xiv) of For Gowthama & Associates
(b) In our opinion and according to the the Companies (Auditor’s Report) Order 2003, Chartered Accountants
(4) In our opinion there are adequate internal
information and explanations given to us as amended bu order 2004, is not applicable.
control procedures commensurate with the size Bangalore H V Gowthama
of the Company and the nature of its business. there are no disputes pending in respect of (15) According to the information and explanations 26th June, 2009 Partner (M.No.14353)
The activities of the Company do not involve Sales tax, Income-tax, Customs duty, Wealth given to us the Company has not given
purchase of inventory and the sale of goods. tax, Excise duty and cess before any forum guarantee for loan taken by others from banks
During the course of our audit no major of appeal or otherwise. and financial institutions and hence para 4(xv)
weakness has been noticed in the internal of the Companies (Auditor’s Report) Order
controls.

3 4
5 6
BALANCE SHEET (Rupees) Profit and Loss Account (Rupees)
As at For the year ended
Particulars Sch. No. 31.03.2009 31.03.2008 Particulars Sch. No. 31.03.2009 31.03.2008
SOURCES OF FUNDS
INCOME
Shareholders’ Funds
Miscellaneous Income - -
a. Share Capital 1 22,62,11,600 22,62,11,600
- -
b. Reserves and Surplus - -
EXPENDITURE
Loan Funds Bank charges 182 182

Secured Loan - - Profession tax 2,500 -

Unsecured Loan 2 2,32,500 1,32,500 Audit fee 5,515 5,618

22,64,44,100 22,63,44,100 Filing fee 1,500 3,500

APPLICATION OF FUNDS Demat charges 66,732 -

Fixed Assets - - Professional fees 6,318 5,618

82,858 14,918
Investments 3 10,000 10,000

Current Assets, Loans & Advances 4 63,33,095 63,23,528


Profit/(Loss) for the year (82,858) (14,918)
Less: Current Liabilities & Provisions 5 68,961 76,536
Provision for diminution in market
Net Current Assets 62,64,134 62,56,992
value of quoted shares added back - -
Miscellaneous Expenditure to the
extent not written off or adjusted - - Balance brought forward (22,00,87,108) (22,00,72,190)

Profit & Loss Account 22,01,69,966 22,00,87,108 Balance carried over to Balance Sheet (22,01,69,966) (22,00,87,108)
22,64,44,100 22,63,44,100
As per our report of even date annexed As per our report of even date annexed
for Gowthama & Associates For and on behalf of the Board for Gowthama & Associates For and on behalf of the Board
Chartered Accountants Chartered Accountants

H V Gowthama H V Gowthama
Partner Director Partner Director
Bangalore Bangalore
26th June, 2009 Director 26th June, 2009 Director

Annual Report 2008-2009 41


Subsidiary Accounts - BPL Securities Private Limited
Schedules Forming Part of the Accounts (Rupees)
NOTES ANNEXED TO AND FORMING PART OF THE 7. The Company has not accepted any public deposit
As at
Particulars 31.03.2009 31.03.2008 ACCOUNTS FOR THE YEAR ENDED 31/03/2009 and the Board resolution has also been passed to
this effect. Since the entire investments are in one
SCHEDULE 1 : Share Capital 1. The accounts have been prepared on the basis
group companies as per Notification dated
of historical cost.
Authorised Capital 31.01.1998 of Reserve Bank of India under Non-
2. Revenue recognition: The revenues and banking Financial Companies acceptance of
3,01,50,000 (3,01,50,000) Equity Shares of Rs.10/- each 30,15,00,000 30,15,00,000 expenses are accrued as they are earned or Public Deposits (Reserve Bank) Directions, 1998,
Issued, Subscribed and Paid up Capital incurred and recorded in the financial the provisions of Regulations of NBFCs are not
statements of the period to which they relate. applicable to this Company. However, the RBI has
1,21,160 equity shares of Rs.10/- each, fully paid up
3. The Company follows fundamental accounting returned the Company ’s application for
(1,21,160 equity shares of Rs.10/- each, fully paid up) 12,11,600 12,11,600
assumption, viz. going concern, consistency registration under RBI Act treating it as belated
Shares forfeited account 22,50,00,000 22,50,00,000 application.
and accrual.
22,62,11,600 22,62,11,600 4. The long term investment has been valued at 8. The Company has no employees and hence no
SCHEDULE 2 : Unsecured Loan cost. provision has been made for retirement benefits.

Inter corporate Loan 2,32,500 1,32,500 5. The Company does not own any fixed assets. 9. The Company had no outstanding dues to small
Further, since the Company is not likely to earn scale industrial undertakings as at 31.03.2009.
2,32,500 1,32,500
any profit in the foreseeable future, pursuant 10. Earnings and expenditure in foreign currency : Nil
SCHEDULE 3 : Investments to Accounting Standard 22 issued by the
11. Payment to auditors for statutory audit : Rs.5,618
Long term, non trade and unquoted (At cost) Institute of Chartered Accountants of India no
deferred tax asset or liability has been 12. Figures for previous year have been re-grouped
1,000 Equity Shares of Rs.10/- each, fully paid up
recognised. or re-arranged wherever necessary to conform to
in Quartz Finance Private Limited 10,000 10,000 the current year’s presentation.
6. The Company is a subsidiary of BPL Limited by
SCHEDULE 4 : Current Assets, Loans and Advances virtue of latter’s holding of 1,20,000 fully paid
equity shares of Rs.10 each constituting 99.04%
A. Current Assets
of the paid up capital of the Company.
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
As per our report of even date annexed
B. Loans and Advances (unsecured, considered good
for Gowthama & Associates For and on behalf of the Board
and recoverable in cash or in kind or for value to be Chartered Accountants
received) 62,80,000 62,80,000
63,33,095 63,23,528 H V Gowthama
Partner Director
SCHEDULE 5 : Current Liabilities and Provisions
Bangalore
A. Liabilities 68,961 76,536 26th June, 2009 Director
B. Provisions - -
68,961 76,536

7 8
9

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

As per our report of even date annexed


for Gowthama & Associates For and on behalf of the Board
Chartered Accountants

H V Gowthama
Partner Director
Bangalore
26th June, 2009 Director

42 BPL Limited
BPL Limited
Regd. Office : BPL Works,
Palakkad - 678 007, Kerala
ADMISSION SLIP
45th Annual General Meeting - 30th September, 2009
Venue : Sri Chackra International, Krishna Gardens, Chandranagar P.O., Palakkad - 678 007, Kerala, Time : 10.00 AM

Folio No./Client ID No. : No. of shares held :

Please  Whether

MEMBER

JOINT HOLDER

PROXY

Member's or Proxy's Signature :


Notes:
1. Members / Proxies must bring the admission slip duly completed and signed and hand over the same at the
entrance.
2. Admission is restricted strictly for members and valid proxies only. Please bring your copy of the enclosed Annual
Report.
3. Shareholders intending to require information about accounts, to be explained at the Meeting, are requested to
inform the Company atleast a week in advance of their intention to do so, so that the papers relating thereto may
be made available, if the Chairman permits such information to be furnished.
CUT HERE

CUT HERE

BPL Limited
Regd. Office : BPL Works, PROXY FORM
Palakkad - 678 007, Kerala

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. Affix


30 paise
Revenue
Stamp
Notes: Signature.........................
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.

For Office Use Only Proxy No .: Date of Receipt :

Annual Report 2008-2009 43