Dear Members,
Your Directors are delighted to present the 30th Annual Report of your Company together
with the Audited Annual Accounts for the financial year ended 31st March, 2023.
1. Financial Results
The Financial Performance of your Company for the year ended March 31, 2023is
summarized below
(Amount in Hundred)
|
Financial Year ended |
| Particulars |
31st March, 2023 |
31st March, 2022 |
| Total Income |
- |
- |
| Total Expenditure |
14051.15 |
20864.20 |
| Profit before tax |
(14051.15) |
(20864.20) |
| Provision for tax |
- |
- |
| Deferred Tax Liabilities |
- |
- |
| Profit after Tax |
(14051.15) |
(20864.20) |
| Balance Profit/(Loss) of current year |
(14051.15) |
(20864.20) |
| Profit/(Loss) b/f of previous year |
(107051.55) |
(86187.35) |
| Balance of Profit/(Loss) carried to Balance Sheet |
(121102.70) |
(107051.55) |
| Paid-up Share Capital |
601180.00 |
601180.00 |
2. Dividend
In view of losses incurred by the Company, your Directors regret their inability to
recommended dividend on equity shares for the year under review.
3. Reserves
In view oflosses incurred by the Company, no amount is proposed to be transferred to
Reserves for the year under review.
4. Brief description of the Company's working during the year: A. Review of
Operations
During the year under review total revenue of the Company was Rs. NIL as against
Rs. NIL in the previous year. The company incurred a net loss (before tax) of Rs.
14,05,115/- .against a net loss (before tax) of Rs. 20,86,420/- during the previous year.
Your Directors are putting in their best efforts to improve the profitability of the
Company.
B. Future Prospects
Your company had made an application to RBI to voluntary surrender its Certificate of
Registration with RBI so as to discontinue its NBFC activities. Pursuant to the aforesaid
application sent by the company to the RBI, the RBI vide its order dated 06.10.2016 had
cancelled the Certificate of Registration of the Company. Thereafter, the company was in
the process of merger with Diamond Footcare Udyog Pvt. Ltd. The Management of both the
companies had decided to implement the plan of merger of the companies and transfer the
Footwear business of Diamond Footcare Udyog Pvt. Ltd. to B. P. Capital Ltd. as a going
concern along with its brand and goodwill. However, the Transferor Company ie, Diamond
Footcare Udyog Private Limited had filed an application for withdrawal of the Scheme of
merger between Diamond Footcare Udyog Private Limited and B.P. Capital Limited and the
same had been allowed by the Hon'ble NCLT, Chandigarh Bench vide its order dated August
28, 2019 and the merger petition was dismissed as withdrawn.
The management of the company is now exploring the possibilities of starting a new
business and is putting necessary efforts in this respect so that the operations of the
company can be started again.The management firmly believes that the company would be able
to restart its business operations and is of the opinion that the new deals would be
finalized soon.
5. Change in the nature of business, if any
During the year under review, there is no change in the nature of business of the
company.
6. Material changes and commitments, if any, affecting the financial position of
the company which have occurred between the end of the financial year of the company to
which the financial statements relate and the date of the report
There are no material changes and commitments affecting the financial position of the
company which have occurred between the end of the financial year of the company to which
the financial statements relate and the date of the report.
7. Details of significant and material orders passed by the Regulators or Courts
or Tribunals impacting the going concern status and company's operations in future
During the year, there is no significant and material order passed by the Regulators or
Courts or Tribunals which impact the going concern status and company's operations in
future.
8. Details in respect of adequacy of internal financial controls with reference
to the Financial Statements
The Board has adopted policies and procedure for ensuring the orderly and efficient
conduct of its business, including adherence to the company's policies, the safeguarding
of its asset, the prevention and detection of fraud and error, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
disclosure.
9. Details of Subsidiary/Joint Ventures/Associate Companies
The Company has no Subsidiary/Joint-venture/Associate Company. During the year, no
company has become or ceased as Subsidiary/Joint-venture/Associate of the company.
10. Performance and financial position of each of the subsidiaries, associates and
joint venture companies included in the consolidated financial statement
During the year, no consolidated financial statements have been prepared by the company
as the Company has no subsidiary company.
11. Public Deposits
Your Company has not accepted any deposits from public within the meaning of Section 73
of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014,
during the year under review. The details relating to deposits, covered under Chapter V of
the Act is as under-
| (a) |
accepted during the year |
Rs Nil |
| (b) |
remained unpaid or unclaimed as at the end of the year |
Rs Nil |
| (c) |
whether there has been any default in repayment of deposits or |
No |
|
payment of interest thereon during the year and if so, number of such cases and the
total amount involved |
|
|
(i) at the beginning of the year |
Rs Nil |
|
(ii) maximum during the year |
Rs Nil |
|
(iii) at the end of the year |
Rs Nil |
12. Auditors
A. Statutory Auditors:
M/s. Nemani Garg Agarwal & Co., (Firm's Registration No. 010192N), Chartered
Accountants, Delhi were appointed as the Statutory Auditors of the Company for a period of
5 years commencing from the conclusion of 26th Annual General Meeting until the conclusion
of 31st Annual General Meeting of the Company in the Annual General Meeting held on 30th
September, 2019.
Brief Profile of Nemani Garg Agarwal & Co.
NemaniGarg Agarwal & Co. is a leading Chartered Accountancy Firm rendering
comprehensive professional services which include Audit, Management Consultancy, Tax
Consultancy, Accounting Services, Manpower Management, Secretarial Services etc.
NemaniGarg Agarwal & Co. is a professionally managed firm. The team consists of
distinguished Chartered Accountants, Corporate Financial Advisors and Tax Consultants. The
firm represents a combination of specialized skills, which are geared to offers sound
financial advice and personalized proactive services. Those associated with the firm have
regular interaction with industry and other professionals which enables the firm to keep
pace with contemporary developments and to meet the needs of its clients.
Auditors' Report
The comments on statement of accounts referred to in the report of the Auditors are
self explanatory. Auditor Report does not contain any qualification, reservation or
adverse remark.
B. Secretarial Auditors:
As required under Section 204 of the Companies Act, 2013 and Rules thereunder, the
Board has appointed M/s. Kundan Agrawal & Associates, Practicing Company Secretaries,
as Secretarial Auditor of the Company for the F.Y. 2022-23.
Annual Secretarial Compliance Report & Secretarial Audit Report
SEBI Vide its circular bearing no. CIR/CFD/CMD1/27/2019 dated February 8, 2019 mandated
that all listed entities in addition to Secretarial Audit, on an annual basis, require a
check by the PCS on compliance of all applicable SEBI Regulations and circulars/
guidelines issued thereunder.
In compliance with the said circular, M/s. Kundan Agarwal & Associates, Company
Secretaries, the Secretarial Auditors of the Company examined the compliance of all
applicable SEBI Regulations and circulars / guidelines and provided their report. The
Secretarial Auditors vide their Secretarial Compliance Report& Secretarial Audit
Report dated 27thMay, 2023&03rd July, 2023 respectively, have reported that your
company has maintained proper records under the provisions of SEBI Regulations and
Circulars / Guidelines issued thereunder.
There are no qualifications, reservations, adverse remarks or disclaimers given by the
Secretarial Auditorsin its Reports except the following observation:
• The Company hasdefaulted in payment ofAnnual Listing Fees toBSE for the
financialyear 2022-2023.
• The company has been marked under the Graded Surveillance Measure(GSM) Stage 0
by the Bombay Stock Exchange.
• The related party transactions uploaded on the website as well as BSE reflects
that the company has taken an unsecured loan of Rs. 5.19 lakhs from a related party
"Omkam Global Capital Private Limited" whereas the financials of the company
reflect the same amount under the head current liabilities as it is for less than 365 days
and treated as advance.
Our Explanation to Secretarial Auditor's observation:
• Due to paucity of funds the Annual Listing Fees to BSE could not be paid. The
Company is trying its level best to arrange funds & is expected to pay the fees in
very near future.
• In the absence of any operations during the year under review, there is a
decline in the operating activities of the company. The management of the company is
exploring the market and business opportunities and is putting necessary efforts in this
respect so that the operations of the company can be started again and the financial
position & net worth of the company could be improved.
• The distinction between Unsecured Loan and advance is minute and the dividing
line is quite blurred. The company has rightly reported the amount of Rs. 5.19 lakhs as
Advance under the head Current Liablities. However, for the purpose of Related Party
Transacion disclosure, as a matter of abundant caution, the same is treated as unsecured
loan.The effect and intent of both (unsecured loan and advance) is same.
The company has also obtained a certificate from M/s Kundan Agrawal & Associates,
Practising Company Secretary confirming that none of the Directors on the Board of the
Company has been debarred or disqualified from being appointed or continuing as Directors
of Companies by the Securities and Exchange Board of India/ Ministry of Corporate Affairs
or any such Statutory Authority.
The Annual Secretarial Compliance Report and the Secretarial Audit Report and
certificate regarding disqualification of Directors for the F. Y. 2022-23 is provided as
("Annexure-1(A), 1(B) & 1(C)") respectively.
C. Internal Auditor:
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rules made
thereunder, the Company had appointed M/s Sanghi & Co. as Internal Auditor for the
financial year 2022-23.
Internal Financial Control and Their Adequacy
The Board has adopted policies and procedure for ensuring the orderly and efficient
conduct of its business, including adherence to the company's policies, the safeguarding
of its asset, the prevention and detection of fraud and error, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
disclosure.
The Company has an adequate internal controls system commensurate with its size and the
nature of its business. All the transactions entered into by the Company are duly
authorized and recorded correctly. All operating parameters are monitored and controlled.
The top management and the Audit Committee of the Board of Directors review the adequacy
and effectiveness of internal control systems from time to time.
13. Share Capital
| A Issue of equity shares through Preferential Allotment |
During the year, company has not issued any equity shares through
Preferential Allotment. However, during the F.Y. 2021-22, the Board of Directors in
its meeting held on October 22, 2021 had allotted 30,00,000 Fully Convertible Warrants at
an issue price of Rs. 10/- each, convertible into equivalent number of Equity Shares of
Rs. 10/- each for an aggregate amount of Rs. 30,000,000/- to the persons belonging to the
‘Non-Promoter' category on Preferential Basis. Further, the Board of Directors of the
Company, at their meeting held on January 20, 2022, has also considered and approved the
allotment of 30,00,000 Equity Shares of face value of Rs. 10/- each pursuant to conversion
of 30,00,000 Fully Convertible Warrants (‘Warrants'), issued on October 22, 2021 at
an issue price of Rs. 10/- each, by way of preferential allotment, to the persons
belonging to ‘Non-Promoter' category. The detailed intimation of the said allotment
has already been uploaded at BSE's webportal vide our letter dated 20/01/2022. |
| B Issue of sweat equity shares |
During the year, company has not issued any Sweat equity shares. |
| C Issue of employee stock options |
During the year, company has not issued employee stock options. |
| D Provision of money by company for purchase of its own shares by employees or by
trustees for the benefit of employees |
Rs Nil |
| E Bonus Shares |
No bonus shares were issued during the year under review. |
| F Issue of equity shares with differential rights |
During the year, company has not issued any equity shares with differential rights |
Details of Utilisation of funds raised through preferential allotment
The funds of Rs. 3.00 Crores infused through allotment of 30,00,000 Equity Shares of
face value of Rs. 10/- each pursuant to conversion of 30,00,000 Fully Convertible Warrants
(‘Warrants'), issued on October 22, 2021 at an issue price of Rs. 10/- each, by way
of preferential allotment, to the persons belonging to ‘Non-Promoter' category, have
been fully utilized for the objects and the purpose they have beenraised i.e.towards
capital expenditure purpose.
14. Annual Return
An Extract of the Annual Return in form MGT-9 as of March 31, 2023, pursuant to the sub
section (3) of Section 92 of the Companies Act 2013 is placed at the Company's website
under the web link:https://www.bpcapital.in/pdfs/areport/mgt9-23.pdf.
Further, pursuant to Sections 92 and 134 of the Act, the Annual Return as at March 31,
2023 in Form MGT-7, is available on the website of the Company at the link: https://www.bpcapital.in/pdfs/areport/mgt7-23.pdf
15. Conservation of energy, technology absorption and foreign exchange earnings
and outgo
The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are as follows:
A) Conservation of energy
The requirements of disclosures with regard to Conservation of Energy in terms of
Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are
not applicable to the Company since it doesn't own any manufacturing facility.
However, the company has undertaken various energy efficient practices which has
strengthened the Company's commitment towards becoming an environment friendly
organization. The Company makes all efforts towards conservation of energy, protection of
environment and ensuring safety. As far as possible, company is utilizing alternate
sources of energy.
(B)Technology absorption
The business of the company is not technology driven. No technology has been imported.
There is nothing to be disclosed on account of technology absorption.
(C) Foreign exchange earnings and Outgo during the year:
|
Rs |
| Foreign Exchange Earned in terms of actual inflows |
Nil |
| Foreign Exchange outgo in terms of actual outflows |
Nil |
16. Corporate Social Responsibility (CSR)
In terms of section 135(1) of the Companies Act, 2013, the provisions of Corporate
Social Responsibility are not applicable to the Company.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A) Changes in Directors and Key Managerial Personnel
During the year under review, Mr. Rachit Garg (DIN: 07574194) was appointed as an
Additional Director of the company w.e.f. 15/07/2022 to hold the office till the
conclusion of the 29th AGM. The Board had obtained the approval of shareholders for his
appointment in the 29th AGM held on 29/09/2022.
During the year under review, Mr. Sachin Garg resigned from the post of Director w.e.f.
07/07/2022.
Director Liable to Retire by Rotation
In accordance with the provisions of the Companies Act, 2013, Mr. Rachit Garg (DIN:
07574194), Director of the Company, retires by rotation at the forthcoming AGM, and being
eligible, offers himself for re-appointment. Considering the vast experience ofMr.Rachit
Garg, the Board is of the opinion that his reappointment will immensely benefit your
Company. The Board recommends his reappointment.
Brief profile of Mr. Rachit Garg, Director of the Company who is proposed to be
re-appointed is mentioned herein below:
Mr. Rachit Garg is an MBA Finance & Marketing from UP Technical University, Meerut
apart from being a Commerce graduate from Chaudhary Charan Singh University, Meerut. He
has a rich experience of over 10 years in legal, Accounts & Finance. He had earlier
worked with Geiper Consulting Pvt Ltd. In the Accounts and Finance Department and he
specializes in marketing of financial products.
Mr. Rachit Gargholds 10 equity shares of the Company. He does not have any relationship
with any of the existing directors and Key Managerial Personnel.
Apart from B. P. Capital Limited, Mr. Rachit Garg holds directorship and membership of
the Committees of the follwoing public limited companies.
| Name of the Company |
Designation |
Details of Committee Membership/Chairpersonship |
| MPS INFOTECNICS LIMITED |
Director |
Audit Committee –NIL Nomination and Remuneration Committee –Member
Stakeholders Relationship Committee- Chairperson |
| ONUS PLANTATIONS AND AGRO LIMITED |
Director |
N.A. |
| ONSHORE SHIPPING LIMITED. |
Director |
N.A. |
| ESHOPPERS INDIA LIMITED |
Director |
N.A. |
| SATURN INFOCOM LIMITED |
Director |
N.A. |
Details of his Directorship and Committee membership in other listed and public limited
companies are as follows:-
| Sl. No. |
Directorships in other listed and Public Limited Companies |
Committee Membership/Chairmanship |
| 1 |
MPSInfotecnics Limited |
Nomination & Remuneration Committee |
Member |
|
|
Stakeholder's Relationship Committee |
Chairperson |
| 2. |
Onus Plantations And Agro Limited |
NIL |
NIL |
| 3. |
Onshore Shipping Limited |
NIL |
NIL |
| 4. |
Eshoppers India Limited |
NIL |
NIL |
| 5. |
Saturn Infocom Limited |
NIL |
NIL |
Details of listed companies in which Mr. Rachit Garg resigned in the past three years -
NIL
B) Shareholding of Directors
Mr Aditya Aggarwal, Managing Director holds 15,000 equity shares and Mr. Ajay
Sharma& Mr. Rachit Garg, Directors of the company holds 10 equity shares of the
company each. Apart from the above, none of the Directors hold any shares in the Company.
B. Appointment of Independent Directors
Pursuant to the provisions of Section 149 of the Companies Act, 2013 and Regulation
17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended from time to time, your Company has requisite number of Independent Directors on
its Board. Your Company has duly complied with the requirements of the said provisions for
appointment of Independent Directors during the year under review.
C. Declaration by Independent Directors
Your Company has received necessary declaration from each Independent Director of the
Company under Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming that they
meet with the criteria of independence as prescribed under the aforesaid Section and
Regulation.
D. Formal Annual Evaluation
In compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, during the year, the Board adopted a formal
mechanism for evaluating its performance as well as that of its Committees and Individual
Directors including the Chairman of the Board. Structured questionnaires were used in the
overall Board evaluation comprising various aspects of Board function.
The evaluation of Independent Directors was carried out by the entire Board and that of
the Chairman and Non – Independent Directors were carried out by the Independent
Directors.
The Directors were satisfied with the evaluation results, which reflected the overall
engagement of the Board and its Committees with the Company.
18. Number of meetings of the Board of Directors
Seven meetings of the Board of Directors were held during the year on 28.05.2022,
15.07.2022, 12.08.2022, 01.09.2022, 12.11.2022, 14.02.2023, 31.03.2023.
One separate meeting of Independent Directors of the Company was held on 30.03.2023.
19. Committees of the Board
The details of committees constituted by the Board as per the requirement of Companies
Act, 2013 and SEBI (LODR) Regulations, 2015 are:
* Audit Committee
? Stakeholders' Relationship Committee
* Nomination and Remuneration Committee
As per the provisions of SEBI (Listing Obligation and Disclosure Requirments), 2015 the
Risk Management Committee was not applicable to the company and therefore the Board
decided to dissolve the same.
Details of the said Committees alongwith their charters, compositions and meetings held
during the year are provided in the Report of Corporate Governance as a part of this
Annual Report.
Recommendation of Audit Committee
During the year under review, there were no instances of non-acceptance of any
recommendation of the Audit Committee by the Board of Directors.
20. Board Evaluation
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that
the Board shall monitor and review the Board Evaluation framework. The Companies Act, 2013
provides that a formal annual evaluation needs to be made by the Board of its own
performance and that of its Committees and individual directors. Schedule IV of the
Companies Act, 2013, states that the performance evaluation of Independent Directors shall
be done by the entire Board of Directors, excluding the director being evaluated.
The Board of Directors has carried out an annual evaluation of its own performance,
Board Committees and individual directors pursuant to the provisions of the Companies Act,
2013 and the corporate governance requirements as prescribed by Securities and Exchange
Board of India ("SEBI") under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Structured questionnaires were used in the overall Board
evaluation comprising various aspects of Board function.
The performance of the Board was evaluated by the Board on the basis of Performance
Evaluation Policy formulated by the Board and after seeking inputs from all the directors
on the basis of the criteria such as the Board composition and structure, effectiveness of
board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from
the Committee members on the basis of the criteria such as the composition of committees,
effectiveness of Committee meetings, etc. and on such further criteria as is set out in
the Performance Evaluation Policy (as per "Annexure-2") formulated by the
Nomination and Remuneration Committee and approved by the Board to evaluate the
performance of the Board and its Committees.
In a separate meeting of Independent Directors held on 30.03.2023, performance of
non-Independent Directors, performance of the board as a whole and performance of the
Chairman was evaluated, taking into account the views of executive directors and
non-executive directors. The same was discussed in the board meeting that followed the
meeting of the Independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the Board and Committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects
of his role.
Performance evaluation of independent directors was done by the entire board, excluding
the independent director being evaluated.
Based on the outcome of performance evaluation for the financial year 2022-23, further
measures/actions have been suggested to improve and strengthen the effectiveness of the
Board and its Committees.
21. Policy on Directors' Appointment and Remuneration
Your Company has a policy to have an appropriate mix of executive and independent
directors to maintain the independence of the Board, and separate its functions of
governance and management. As on March 31, 2023, the Board consisted of 4 members and out
of which 1 is an Executive Director, 2 are Independent Directors including 1 Woman
Director and 1 is a Non Executive Director.
The policy of the Company on directors' appointment and remuneration, including
criteria for determining qualifications, positive attributes, independence of a Director,
and other matters provided under sub-section (3) of Section 178 of the Companies Act,
2013, adopted by the Board, is attached as "Annexure – 3" to the
Board Report. Further the remuneration paid to the Directors is as per the terms laid out
in the nomination and remuneration policy of the Company.
22. Risk management policy and Internal Control
The Company has adopted a Risk Management Policy duly approved by the Board and also
has in place a mechanism to identify access, monitor and mitigate various risks to key
business objectives. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis.
23. Whistle Blower Policy and Vigil Mechanism
Your Company has established a "Whistle Blower Policy" and Vigil Mechanism
for directors and employees to report to the appropriate authorities concerns about the
unethical behavior actual or suspected, fraud or violation of the Company's code of
conduct policy and provides safeguards against victimization of employees who avail the
mechanism and also provide for direct access to the Chairman of the Audit Committee. The
said policy has been uploaded on the website of the company. The same can be accessed at
the link http://www.bpcapital.in/investor.html. None of the personnel has been denied
access to the Audit Committee.
24. Particulars of loans, guarantees or investments under Section 186
Particulars and details of loans given, investments made or guarantees given and
securities provided, if any, at the year end and maximum outstanding amount thereof during
the year as required under Para A of Schedule V of the Listing Regulations have been
provided in the notes to the Financial Statements of the Company
25. Contracts and arrangements with related parties
The policy on Related Party Transactions as approved by the Board is uploaded on the
Company's website http://www.bpcapital.in/pdfs/Related_Party_Transaction.pdf Pursuant to
Section 134(3)(h) of the Companies Act, 2013 and Rules made there under, particulars of
transactions with related parties as required under section 188(1) of the Companies Act,
2013 are mentioned in the prescribed Form AOC-2 which is annexed herewith as "Annexure-4".
The details of the transactions with related parties are provided in Notes to Financial
Statements.
26. Corporate Governance
Your Company has been benchmarking itself with well established Corporate Governance
practices besides strictly complying with the requirements of Regulation 17 to 27 and any
other applicable Regulation of the SEBIunder SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to time.
A separate "Report on Corporate Governance" together with requisite
certificate obtained from Statutory Auditors of the Company, confirming compliance with
the provisions of Corporate Governance as per the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is annexed to this Report.
27. Directors' Responsibility Statement
Pursuant to Section 134(3)(c) read with 134(5) of the Companies Act, 2013, the Board of
Directors to the best of their knowledge and belief confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31st March,
2023, the applicable accounting standards had been followed and no material departures
have been made from the same;
(b) the directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year i.e. on
31st March, 2023 and of the profit or loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and operating efficiently;
and
(f) the directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
28. Particulars of Employees
There are no employees employed throughout the financial year who were in receipt of
remuneration of Rs. 60 Lacs or more or employed for part of the year who were in receipt
of remuneration of Rs. 5 lacs or more a month under Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Remuneration) Rules, 2014.
Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are annexed herewith as "Annexure –
5".
During the year under review, none of the Directors of the Company has received
remuneration from the Company.
The Nomination and Remuneration Committee of the Company has affirmed in its meeting
held on March 30, 2023has affirmed that the remuneration paid to the Senior Management
Employee/KMPs is as per the remuneration policy of the Company.
29. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition
&Redressal) Act, 2013 read with Rules thereunder
Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace
(Prevention, Prohibition &Redressal) Act, 2013 read with Rules thereunder, the Company
has not received any complaint of sexual harassment during the year under review.
30. Human Resources
Your Company treats its "human resources" as one of its most important
assets. We focus on all aspects of the employee lifecycle. This provides holistic
experience for the employees as well. During their tenure at the Company, employees are
motivated through various skill development programs. We create effective dialogue through
our communication channels to ensure effective dialogue through our communication channels
to ensure that feedback reach the relevant team, including leadership.
Your Company continuously invests in attraction, retention and development of talent on
an ongoing basis. A number of programs that provide focused people attention are currently
underway. Your Company thrust is on the promotion of talent internally through job
rotation and job enlargement.
31. Details relating to material variations
The Company has not issued any prospectus or letter of offer and raised no money from
public and as such the requirement for providing the details relating to material
variation is not applicable to the Company for the year under review.
32. Details of the difference between amount of the valuation done at the time of one
time settlement and the valuation done while taking loan from banks or financial
institutions along with the reasons theerof.
There was no one time settlement made with the Banks or Financial Institutions during
the Financial Year 2022- 23 and accordingly no question arises for any difference between
the amount of the valuation done at the time of one time settlement and the valuation done
while taking loan from Banks or Financial Institutions during the year under review.
33. Segment-wise performance
The Company is into single reportable segment only.
34. Management Discussion and Analysis
The Management Discussion and Analysis Report on the business of the Company and
performance review for the year ended March 31, 2023, as stipulated in Regulation 34 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented
in a separate report which forms part of the Report.
35. Acknowledgements
Your Directors are grateful to the Government of India, the Reserve Bank of India, the
Securities and Exchange Board of India, the Stock Exchanges and other regulatory
authorities for their valuable guidance and support and wish to express their sincere
appreciation for their continues co-operation and assistance. We look forward for their
continued support in future.
Your directors would like to express their sincere appreciation for the assistance and
cooperation received from banks, customers, vendors, Government, members and employees
during the year under review. Finally, the Directors thank you for your continued trust
and support.
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For and on Behalf of the Board of |
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B. P. Capital Limited |
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Sd/- |
| Date: 29th August, 2023 |
Aditya Aggarwal |
| Place: Haryana |
Chairman |
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DIN:08982957 |
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