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Directors Report of BPL Ltd.

Mar 31, 2015

To the Members,

The Directors have pleasure in presenting the Fifty First Annual Report on the business and operations of the Company, together with the Audited Statement of Accounts for the year ended March 31, 2015. The Management Discussion and Analysis have also been incorporated into this report.

- FINANCIAL HIGHLIGHTS

The Company's financial performance for the year under review along with the previous year's figures is given hereunder:

(Rs. in crores)

Particulars Year ended

31.03.2015 31.03.2014

Net Sales and other income 30.55 59.69

Profit before Interest, Depreciation and Tax 7.27 5.53

Less: Interest 0.05 0.14

Depreciation 1.66 1.09

Extra-ordinary Income (net) - -

Profit/(Loss) before Tax 5.56 4.30

Deferred Tax Asset - (131.61)

Profit /(Loss) after Tax (including Profit from Discontinuing operations) 7.79 (127.31)

Balance Reserve at the beginning of the period 21.37 148.68

Balance of Reserve at the end of the period 29.16 21.37

- OPERATIONS AND BUSINESS OVERVIEW

Despite weak consumer demand and a sluggish economy, your Company ended with a total income of Rs.30.55 Crores for the year 2014-15 compared to Rs.59.69 Crores for the previous year. The reduction in income is also due to hiving off Health care Business to BPL Medical Technologies Private Limited during August 2013. The increased focus on cost reduction measures at its Printed Circuit Board (PCB) manufacturing unit and other offices, with a special emphasis on reducing input costs, overall expenses and reduction in interest cost helped the company to improve its financial performance in spite of decrease in total income of the company when compared to previous year.

The gross profit earned for the year is Rs. 7.27 Crores. After providing Rs. 1.66 Crores and Rs. 0.05 Crores towards depreciation and finance charges respectively, your Company has earned a profit (before provisions & taxation) of Rs. 5.56 Crores for the year 2014-15. The operations of the Company continued to be affected due to working capital constraints and lack of bank funding.

- Dividend

Your Directors regret their inability to recommend any dividend on equity shares of the Company since your Company has accumulated losses on the Balance Sheet and need to fund the new business initiatives.

However, your Board has recommended payment of dividend on Preference Shares at Rs. 0.001 per share of face value of Rs. 100/- each, for the year under review, amounting to a total sum of Rs. 16,959/- as per the terms of the issue covered by the approved Scheme of Arrangement subject to the approval of the members at the ensuing Annual General Meeting.

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

- E-commerce Business in India

India is at an inflection point of commerce moving online at a rapid pace as digital transformation commences. This should see the country emerge as the second largest digital market in the world by 2020, based on connected smart phones. India will leapfrog traditional tech themes and embrace new disruptive technologies with greater ease facilitated by a currently underdeveloped landscape.

Over the next 15 years, it is estimated that India will have more than one billion digital users. This would be a unique global phenomenon, witnessing arguably the largest shift online in a country's population.

The Indian e-commerce market is expected to grow 1.5 to 2.5% of GDP, or US$300bn, by 2030 driven by hyper growth in affordable smart phones, infrastructure, and ease of online transanctions.. Further, India's attractive demographics the youngest population in the world should lead to 300mn new online shoppers in the next 15 years, making e-tailing the largest online segment.

India is fast in becoming one of the most important markets for global internet and telecom giants as they look beyond China for opportunities. US giants are targeting ad revenues (such as Google, Facebook) and the e-tailing pie (Amazon); Asian majors such as Samsung, Xiaomi are eyeing significant smart phone shipments, while Alibaba /Softbank look for strategic stakes in the India internet opportunity, helped by low entry barriers compared with some of the other markets.

Some unique facts about India are enumerated below:

- India has one of the youngest populations in the world with 68% below 35 years, and median age of 27 years vs. 37/38 for China/US

- India has a very diverse population, speaking 22 different languages and the second-largest English speaking population in the world at around 125mn

- Only 30% of the population have bank accounts and only 3% file their income tax returns

- Just 9% is covered by digital fibre and only 20mn people own a credit card. All this, along with suboptimal infrastructure are key triggers for the online economy to develop

- Exclusive partnership with Flipkart

Flipkart started operations in October 2007 selling books via internet. It is now India's leading e-commerce marketplace with over 20 million products across 70 categories including electronics, apparels, baby care products, home & kitchen appliances, books & media, fitness equipment, auto accessories etc. Flipkart has about 60million registered users and gets nearly 8 million visits daily. It has 13 warehouses and over 25,000 employees.

Your company entered into an exclusive agreement with Flipkart India Pvt Ltd (Flipkart), a leading e-commerce company for sale of consumer durables and appliances under the "BPL" brand . This initiative of your company was launched on 15th July, 2015 initially with LED Colour Televisions, Washing Machines and Refrigerators with a new positioning for the brand "Experience it." Your company has also launched these products through print media and online advertisements. Members may visit the company's website www.bpl.in, for further information and updates on the same. Your company's objective is to supply products of great quality at a fair price, supported by excellent service.

The product range would gradually cover other home appliances products like Air Conditioners, Microwave Ovens, and LED / Solar Lamps. Presently, the Flipkart business covers 140 towns across India including the four large metros -Delhi, Mumbai, Kolkata and Chennai. Your company has formed a dedicated team of senior executives to oversee the entire activities of the e-commerce initiative.

In order to provide timely and efficient after sales service, your company has entered into an arrangement with Jeeves Customer Care Pvt Ltd who are specialist in undertaking customer care services of consumer electronic products. They have been in this business for the last decade or so.

Your directors are pleased to report that the products launched under the BPL brand were well received with an overwhelming response in the market. Your company is pleased to introduce the brand to the new consumers and bring back the same to our loyal customers who have always enjoyed an unparalleled experience. BPL has been loved and endorsed for many years and now the company's aim is to give new experiences through products, design, technology and style once again, that resonate with the new generation.

During the current financial year, your Company expects to achieve a turn over of approximately Rs.50 crores as a result of this new initiative.

- Risks and Concerns

While the revival of BPL consumer electronics business through e- tailing seems promising, some risks are inherent: working capital constraint, exchange rate fluctuations, infrastructure limitations affecting the supply chain, uncertainty about broadband and 4G rollout, etc.

- Printed Circuits Board (PCB) Business

The PCB industry in India, at present, consists of single sided, double sided & multi layer PCBs. BPL is engaged in manufacturing of single sided PCBs. The major market for this comes from the Lighting segment (both in CFL & LED), consumer electronics, basic telecom equipments, low-end power conversion and auto electronics industry. During the year 2014-15, the segment wise contributions to the total BPL PCB business is as under:

Segment %

TV 16

Lighting 49

Power Conversion 11

Automotive 13

Others 11

Total 100

Your Company was able to cope with the competition & achieve a growth of 22% over the previous year with EBIDTA of around 20%. Further, PCB industry is witnessing sizeable growth in the un- organized sector, especially in consumer electronics segment like Color Televisions with Cathode Ray Tube (CRT), . The market in this segment is expected to grow around 20% this year. Your company intends to reap benefits from this growth and accordingly, the turnover of PCB business may increase by 18% during the current fiscal year.

- Risks and Concerns

The Company's major competitors in this segment are depending on CRT TV business to the extent of 60% of their total business turn over and there is a threat from them in offering lower prices, better payment terms and other incentives to get business break through. Due to delay in upgrading our manufacturing facilities because of financial constraint, the Company's market share may be affected. The Company is trying to evolve strategies to maintain its market share and profitability through cost reduction and improvement of overall efficiency.

- Details of Subsidiary/Joint Ventures/Associate Companies The Company had two subsidiaries viz. Bharat Energy Ventures Limited and BPL Power Projects (AP) Private Limited ( an indirect subsidiary). Consequent to disinvestment in the equity capital of Bharat Energy Ventures Limited, during September, 2014, these companies ceased to be subsidiaries with effect from 1st October, 2014.

BPL Medical Technologies Private Limited is an associate company since your company's investment is more than 20% in the equity capital of BPL Medical Technologies Private Limited. Since the company has no subsidiaries and as the company does not have any significant influence or control in the associate company, the disclosures and consolidation of accounts as required under AS- 23 are not applicable to the company.

- Significant and material orders

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company's operations in the future.

- Safety, Health and Environment

Safety committees at the manufacturing unit are functioning properly to ensure safe and healthy work environment.

Safety, Health and Environmental requirements as per rules have been adhered to at the unit. Shop in-charge personnel and all security staff have been given sufficient on job training in the use of safety equipments. Necessary consent(s) have been obtained from pollution control Board with respect to Water and Air. Fire Fighting equipments and water hydrant system are installed inside the factory for safety of all personnel and to meet any eventuality. The Company had69employeesasonMarch 31, 2015.

- Conservation of energy, technology absorption and foreign exchange earnings and outgo

a) Conservation of energy:

Though not a large-scale user of energy, your Company continues to explore several measures to conserve scarce resources and protect the environment.

These include Water Recycling, Waste Recycling, Solder Fumes Control and Power Factor Improvement. During the year under review, in view of working capital constraints, your company has not made any capital investment on energy conservation equipments.

b) Technology absorption:

Continuous efforts have been made for developing new technologies and to innovate products to keep your Company tuned to the market needs.

During the year, no major R & D was carried out in view of the financial and other constraints faced by the Company. However, the Company will be focusing on these areas in the current financial year.

c) Foreign exchange earnings and Outgo:

During the period under review, your Company utilized foreign exchange worth Rs. 10.40 Crores and foreign exchange earning was Nil.

- Corporate Governance

Your company reaffirms its commitment to corporate Governance and is fully compliant with the conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement with Stock Exchanges. A separate section on compliance with the conditions of Corporate Governance and certificate from the Statutory Auditors of the Company - M/s T Velupillai & Co, Chartered Accountants, in this regard forms part of the Annual Report.

- Policy on Directors appointment and Remuneration policy

Policy on Directors appointment is to follow the criteria as laid down under the Companies Act, 2013 and the listing agreement with stock exchanges and good corporate practices. Emphasis is given to persons from diverse field or professions.

Guiding policy on remuneration of Directors, Key Managerial Personnel and Employees of the company is that:

- Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and workmen is industry-driven and takes into account their performance and factors such as to attract and retain quality talent.

- For Directors, it is based on the shareholders resolutions, provisions of Companies Act, 2013 and Rules framed there in, Circulars and Guidelines issued by the Central Government and other authorities from time to time.

- Annual Evaluation by the Board of its own performance, its committees and individual Directors

The Board of Directors of the company has initiated and put in place evaluation of its own performance, its committees and individual Directors. The result of the evaluation is satisfactory and adequate for the requirements of the company.

- Declaration of independence by the Independent Directors

Pursuant to Section 149(6) of the Companies Act, 2013, Mr. Suraj L Mehta and Capt. S Prabhala, the Independent Directors of the company have made a declaration confirming the compliance of the conditions stipulated in the aforesaid section.

- Directors' Responsibility Statement

Pursuant to the requirements of Section 134 (1) (c ) of the Companies Act, 2013, and on the basis of explanations and compliance certificates given by the executives of the company and subject to disclosures in the annual accounts and also on the basis of discussions with the statutory auditors of the company, from time to time, we state as under:

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) that the directors had prepared the annual accounts on a going concern basis.

e) that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

f) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

- Directors

Mr. K Jayabharath Reddy and Mr.K S Prasad, independent directors of the company, resigned as Directors of the company during August, 2014.

Mrs. Anju Chandrasekhar, Director, retires by rotation, at the ensuing Annual General Meeting and is eligible for re-appointment.

- Number of meetings of Board of Directors

The Board of Directors have met seven times and independent directors once during the Financial Year 2014-15.

- Details of Committee of Directors

Composition of Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee , number of meetings of each committee during the financial year 2014 -15 and meetings attended by each member of the committee as required under the Companies Act, 2013 are provided in the Corporate Governance Report and forming part of the Annual report.

The recommendations of the Audit Committee as and when made to the board have been accepted by it.

- Key Managerial Personnel

Mr. Ajit G Nambiar, Chairman& Managing Director and Mr.D Krishnan, Company Secretary and Compliance Officer are the Key Managerial personnel who were appointed prior to the notification of Section 203 of the Companies Act, 2013.

Mr. S.V. Ganesh has been designated as the Chief Financial Officer of the company with effect from 29th September, 2014 and is also a Key Managerial personnel.

- Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in Sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto are disclosed in Form No.AOC-2.

- Particulars of Loans, Guarantees or Investments

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

- Deposits

The Company has not accepted any deposits from the public and hence, the provisions of the Companies Act, 2013 and Rules framed there under are not applicable to the company.

- Auditors Report

The explanations or comments of the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in their report has been furnished by way of an addendum.

- Share Capital

The paid up Equity Share Capital of the Company as on 31st March, 2015 stood at Rs.48.88 Crores comprising 4,88,84,818 Equity Shares of Rs 10/- each, fully paid up. The paid up Preference Share Capital of the Company as on 31st March, 2015 was Rs.169.59 Crores consisting of 1,69,58,682 Redeemable Preference Shares of Rs.100/- each.

The Company has not issued any Sweat Equity Shares or granted any Employee Stock Option during the Financial Year 2014-15. The Company has not made any provision money for the purchase of or subscription for shares in the Company under any Scheme.

The provisions of Rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not applicable to the company since no equity shares have been issued by the Company with differential rights during the Financial Year 2014-15.

- Risk management

The Company has in place a mechanism to identify, assess, 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.

These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

- Whistle Blower Policy

The Company has put in place a Whistle Blower Policy to provide an open and transparent working environment and to promote responsible and secure whistle blowing system for directors and employees of the company to raise any concern. The policy broadly cover instances of unethical behaviour, actual or suspected fraud or violation of the company's code of conduct, alteration of documents, fraudulent financial reporting, misappropriation/ misuse of company's assets, manipulation of company's data, pilferage of proprietary information, abuse of authority etc. The policy provides safeguard against victimization of Director(s)/employee(s) who raise the concern and have access to the Chairman of Audit Committee who is entrusted to oversee the whistle blower mechanism. The policy is available on the website of the company.

- MANAGEMENT DISCUSSION & ANALYSIS

Your Directors have covered the Management Discussion & Analysis as required under the Corporate Governance requirements, as a part of the Board's Report in appropriate places to avoid duplication and overlapping of the contents of the said two reports.

- Internal Control and their adequacy

Your Company has adequate internal financial control systems and checks, which ensure that all assets are safeguarded and that all transactions are recorded and reported properly.

The Internal financial control systems are supplemented by extensive programme of internal audit conducted by external qualified Chartered Accountants. The Company has also put in place effective Budgetary Systems.

- Corporate Social Responsibility (CSR)

The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the company as its net worth or turnover or net profit are below the prescribed limits.

- Analysis of Remuneration

Pursuant to Rule 5 of the Companies (Appointment and Remuneration) Rules, 2014, a disclosure on remuneration related information of employees, Key Managerial Personnel and Directors is annexed herewith and forms part of the report (Annexure-I).

- Statutory Auditors

M/s T Velu Pillai & Co., Chartered Accountants, Bangalore were appointed as Statutory Auditors for a period of three years at the Annual General Meeting held on 29th September, 2014. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the Auditors to the effect that their re-appointment would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

- Cost Auditors

The company's business during the year under review was not covered under the Cost Audit Rules nor had the Government notified the company to appoint a cost auditor for the said period.

- Secretarial Audit Report

Pursuant to the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, your company has appointed Mr. Madhwesh Acharya, a Practicing Company Secretary as Secretarial Auditor of the Company for the Financial Year 2014-15 and the Secretarial Audit Report is annexed herewith and forms part of the report.

- Particulars of Employees

Pursuant to provisions of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in separate statement is annexed herewith and forms part of the report (Annexure-II).

- Extract of the Annual Return

Pursuant to Section 134 (3) (a) of the companies Act, 2013 read with Rule 12(1) of the companies (Management and Administration) Rules, 2014, the extract of the Annual Return is annexed herewith and forms part of the report (Annexure-III).

- Sexual Harassment

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, aiming at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of sexual harassment. A Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

During the year under review, there were no complaints pertaining to sexual harassment.

- Acknowledgements

The Board wishes to record its appreciation of the continued support and hard work of the employees at all levels. The Board also acknowledges continued co-operation received from Dealers, Suppliers, Customers, Banks, Government Departments, Financial Institutions and Shareholders.

For and on behalf of the Board of Directors

Bangalore Ajit G Nambiar

14th August, 2015 Chairman & Managing Director


Mar 31, 2014

To the Members,

The Directors have pleasure in presenting the Fiftieth Annual Report on the business and operations of the Company, together with the Audited Statement of Accounts for the year ended March31 ,2014.

The financial highlights on the operations of the Company are as follows:

** FINANCIAL HIGHLIGHTS (Rs. in crores)

Particulars Year ended 31.03.2014 31.03.2013

Net Sales and other income 59.69 134.58

Profit before Interest, Depreciation and Tax 5.53 34.11

Less: Interest 0.14 3.19

Depreciation 1.09 1.67

Extra-ordinary Income (net) - 0.38

Profit / (Loss) before Tax 4.30 29.63

Deferred Tax Asset (131.61) (39.92)

Profit / (Loss) after Tax (127.31) (10.29)

- BUSINESS OVERVIEW

Despite a challenging economic environment and continuing depreciation of the rupee, your Company ended with a total income of Rs. 59.69 Crores for the year 2013-14 compared to Rs.134.58 Crores for the previous year. The decline in sales and other financials of the company are attributable to the fact that the company had transferred its healthcare business to BPL Medical Technologies Private Limited on 9th August, 2013. The gross profit earned for the year isRs.5.53 Crores. After providing Rs.1.09 Crores and Rs. 0.14 Crores towards depreciation and finance charges respectively, your Company has earned a profit (before provisions & taxation) of Rs. 4.30 Crores for the year 2013-14. The operations of the Company continuedtobeaffected duetoworking capital constraints and lackof bank funding.

Transfer of Health care Business

As a part of the Company''s value creation initiative, the Company transferred it''s medical equipment business to BPL Medical Technologies Private Limited which later became a subsidiary of your company. Subsequently, the Company has inducted The Goldman Sachs Group, Inc., a leading global investment banking, securities and investment management firm, in BPL Medical Technologies Private Limited to further expand the company''s medical device business. BPL Limited held 48% of the total share equity capital of BPL Medical Technologies Private Limited as on 31st March, 2014.

Over its 50-year history, your Company has developed a strong brand, an attractive product portfolio and a robust distribution and service network for the medical device business. BPL Medical Technologies Private Limited''s mission is to manufacture and sell high-quality medical equipments with the latest technologies at affordable prices. The company also offers one of the most extensive after-sales services networks in India, valued greatlybyits 119 nationwide dealers and customers. This landmark investment by The Goldman Sachs Group, Inc., reinforces the vision to build on the BPL brand and well established sales and service network to create India''s leading, indigenous medical devices company. The Goldman Sachs Group, Inc., brings a unique global perspective, coupled with extensive experienceininvestinginIndia." BPL has served the medical community for over four decades. Since 1967, BPL''s high standards of product performance has made it the supplier of choice for hospitals, clinics and practicing physicians across the country. BPLiswidely trusted for its reliable products and dependable services toits

customers. BPL''s range of products includes Electrocardiographs, Patient Monitors, Defibrillators, Central Nursing Stations, Stress Test Systems, Oxygenerators, Colposcopes, Foetal Monitors and Foetal Dopplers. The products are manufactured in an ISO 13485 certified facility and conform to global standards of quality assurance and best practices. The Company''s commitment to service support is reflected in its wide network of customer care centres with a team of over 600 service personnel located across India, making it one of the largest and most accessible medical equipment CompanyinIndia.

BPL Medical Technologies Private Limited, which was a subsidiary company till 31st March, 2014, registered a turnover of Rs. 63.22 crores for the eight months period ended on 31st March, 2014. BPL Medical Technologies Private Limited has introduced many new products like new seriesof multi parameter patient monitoring systems in value performance and premium product segments, advanced ultrasound systems and Colour Dopplers Ecube series and online ECG Education Programme during the current fiscal and the company has plans to expand its business by entering into new mobile-based diagnostic products like LifePhonePlus, an innovative mobile-based healthcare solution.

BPL Medical Technologies Private Limited collaboration with the best brands across the world and high-quality manufacturing facilities provides customers the latest technologies at affordable prices.

- Dividend

Your Directors regret their inability to recommend any dividend on equity shares ofthe Company since your Company has accumulated losses onthe Balance Sheet and need to fund the business activities.

However, your Board has approved payment of dividend on preference shares at Rs. 0.001 per share of Rs. 100/- each, amounting to Rs. 16,959/- as per the termsofthe issue covered by the approved Scheme of Arrangement.

- MANAGEMENT DISCUSSION & ANALYSIS

- PRINTED CIRCUITS BOARD(PCB)BUSINESS

The PCB Industry in India, at present, consists mainly of single sided, double sided & multi layer PCBs. BPL is engaged in the manufacturing of single sided PCBs. The major market share for this comes from the Lighting segment both in CFL and LED lighting, consumer electronics, basic telecom equipments, low-end power conversion and Auto electronics industry. During the year 2013-14, the segment wise contributiontothe total PCB businessisappended below:

Segment %

Televisions 6.00

Lighting 54.00

Power conversion 11.00

Automative 17.00

Others 12.00

Total 100.00

The demand is expected to increase approximately by 5% to 10% during the current fiscal (i.e FY 2014-15). The company is in the process of replacing old machines and servicing of existing machines on priority basis in the first half of this year. The company also proposes to install new machineries at a planned capex of - 100 - 125 lakhs.

In spite of the USD appreciation against rupee and the abnormal price fluctuations in petroleum products, which are being used for laminate manufacturing, the company was able to sustain & achieve total gross sales of- 2025 lakhs, accounting for 20% EBIDTA, a growth of 10%, compared to the previous financial year.

- RISKS AND CONCERNS

The company''s major competitors in this segment are depending on CRT TV business to the extent of 60% of their total business turn over and presently, since there is a decline in CRT TV business, they are offering lower prices, better payment terms and other incentives to get business break through, Due to delay in up-gradation in infrastructure i.e. Hydraulic Press and Auto line replacements, the business of the company is likely to be affected. The company will try to evolve strategies to maintain its market share in spite of these risks and concerns.

- INTERNAL CONTROL AND THEIR ADEQUACY

pYour Company has adequate internal control systems and checks, which ensure that all assets are safeguarded and that all transactions are recorded and reported properly.

The Internal control systems are supplemented by extensive programme of internal audit conducted by external qualified Chartered Accountants. The Company has also put in place effective Budgetary Systems.

- FINANCIAL PERFORMANCE AND ANALYSIS

- Share Capital

The paid up Equity Share Capital of the Company as on 31 March, 2014 stood atRs.48.88 Crores comprising 4,88,84,818 equity shares ofRs. 10/- each, fully paid up. The paid up Preference Share Capital of the Company as on 31 March, 2014was T169.59 Crores consisting of 1,69,58,682 Redeemable Preference Shares ofRs.100/- each.

- Scheme of Arrangement for Reduction of Capital

Your Company has decided to implement a Scheme of Arrangement (SOA) to set off the accumulated losses ofRs. 184.09 crores against the entire credit balance in share premium account through a court approved scheme. The SOA has been approved by SEBI and Stock Exchanges. Your Company is in the process of seeking the approval of members for filing the scheme before the High Court of Kerala for its implementation.

- Reserves & Surplus

The Reserves of the Company after adjusting surplus during the year 2013-14stoodatRs.21.37 Crores.

- Borrowings

Total borrowings of the Company as on 31st March, 2014 stood atRs. Nil.

- Capital Expenditure

The capital expenditure of the company for the financial year ended 31stMarch, 2014was Rs. 0.34 Crores.

- Depreciationand Amortization

The details of Depreciation and Amortization have been provided in the notes to accounts. No significant changes were made in the depreciation policies.

- Corporate Tax

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

- HR PRACTICES AND MAJOR INITIATIVES Development activities were initiated for senior employees. A specific reward and recognition program was initiated to encourage performance based achievement. Best performing employees were also felicitated and recognized for their efforts. A high emphasis on cost effectiveness was driven through travel desk, effective manpower utilization and emphasis on lean production.

- EMPLOYEES STOCK OPTION SCHEME

During the period under review, the company has not granted any options under the employee stock option scheme called "BPL Limited- ESOS-2009"

- SAFETY,HEALTH AND ENVIRONMENT

Employee engagement activities like free health check up by noted health professionals covering Dental, Ophthalmology, Cardiac and women and child care was undertaken. Various helpdesks were set up to facilitate employee welfare during the year.

Safety committees at all the manufacturing units are functioning properly to ensure safe and healthy work environment.

Safety, Health and Environmental requirements as per rules have been adhered to atall units. Shop in-charge personnel and all security staff have been given sufficient on job training in the use of safety equipments.

Necessary consent(s) have been obtained from pollution control Board with respectto Water and Air. Fire Fighting equipments and water hydrant system are installed inside the factory for safety ofall personnel and to meet any eventuality.

The Company had 66 employees as on 31st March, 2014.

- DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i. In the preparationofthe accounts for the year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanation relatingtomaterial departures;

ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give atrue and fair view of the state of affairsof the company atthe endof the financial year and ofthe Profit of the company for the year under review;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and

iv. The Directors had prepared the accounts for the year ended 31st March, 2014,ona''going concern'' basis.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public.

- SUBSIDIARY COMPANIES

As on 31st March, 2014, your Company had three subsidiary Companies viz. Bharat Energy Ventures Limited (BEVL), BPL Medical Technologies Private Limited (BMTPL) and BPL Power Projects (AP) Private Limited (BPPL). However, BMTPL ceased to be subsidiary of your company with effect from 1st April, 2014.

Your Company has resolved to utilize the general exemption granted by The Ministry of Corporate Affairs, Government of India vide its General circular No. 2/ 2011 dated 8th February, 2011 from attaching the Balance Sheet, Statement ofProfit and Loss, Directors'' Report and Auditors Report and other related documents of subsidiary companies and accordingly, the said documents of Bharat Energy Ventures Limited, BPL Medical Technologies Private Limited and BPL Power Projects (AP) Private Limited, subsidiaries of your Company are not attached to the Balance Sheetofyour Company.

As required under the aforesaid Circular, your Company undertakes that the annual accounts and the related detailed information of your Company''s subsidiaries i.e. Bharat Energy Ventures Limited (BEVL), BPL Medical Technologies Private Limited (BMTPL) and BPL Power Projects (AP) Private Limited (BPPL) will be made available to the shareholders of the Company and its subsidiaries, who seek such information at any point of time. The annual accounts of BEVL, BMTPL & BPPL will also be kept for inspection by any shareholder in the head office of your Company and ofBEVL,BMTPLandBPPL.

PARTICULARS OF EMPLOYEES

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 as amended, forms part of this report. However, this report is being sent to all the shareholders of the Company excluding the aforesaid information and the said particulars are made available at the registered office of the Company. The members interested in obtaining information under Section 217 (2A) may write to the Company Secretary at the registered officeofthe Company.

CONSERVATION OF ENERGY

Though not a large-scale user of energy, your Company continues to explore several measures to conserve scarce resources and protect the environment. These include Water Recycling, Waste Recycling, Solder Fumes Control and Power Factor Improvement.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

Continuous efforts have been made for developing new technologies and to innovate productstokeep your Company tunedtothe market needs.

RESEARCH AND DEVELOPMENT(R&D)

Specific Areas in which Research & Development is carried out by the Company and Benefits Derived from R&D

During the year, no major R & D was carried out in view of the financial and other constraints faced by the Company. However, the Company will be focusingonthese areasinthe current financial year.

EXPORT INCENTIVES AND PLANS

During the year under review, your Company made a formal entry into neighboring countries in the printed circuit board market. The coming year should see more export business.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the period under review, your Company utilized foreign exchange worth Rs. 14.17 Crores and foreign exchange earning was Rs. 1.54 Crores.

DIRECTORS

In accordance with provisions of Section 149 of the Companies Act, 2013, your company has appointed Capt. S Prabhala and, Mr.Suraj L Mehta as the independent directors of the Company at the meeting of the Board of Directors held on 13th August, 2014. This appointment is subject to the approvalofshareholdersatthe forthcoming Annual General Meeting. Mrs. Anju Chandrasekhar, Director, retires by rotation, at the ensuing Annual General Meetingandiseligiblefor re-appointment.

AUDITORS

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

COST AUDIT REPORT

The Cost Audit and Cost Compliance Reports submitted by Mr. Hari T Devadiga (Membership No. F 22200 ), Cost Accountant, for the financial year 2012-13 has been filed with MinistryofCorporate Affairs (MCA)inthe prescribed formaton2nd January 2014.

MANAGEMENT DISCUSSION & ANALYSIS

Your Directors have covered the Management Discussion & Analysis as required under the Corporate Governance requirements, as a part of the Directors'' Report in appropriate places, to avoid duplication and overlappingofthe contentsofthe said two reports.

ACKNOWLEDGEMENT

The Board wishes to record its appreciation of the continued support and hard work of the employees at all levels. The Board also acknowledges continued co-operation received from Dealers, Suppliers, Customers, Banks, Government Departments, Financial Institutions and Shareholders.

For and on behalf of the Board of Directors

Bangalore Ajit G Nambiar 13th August, 2014 Chairman & Managing Director


Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the Forty Ninth Annual Report on the business and operations of the Company, together with the Audited Statement of Accounts for the year ended March 31, 2013. The financial highlights on the operations of the Company are as follows:

- FINANCIAL HIGHLIGHTS

(Rs.in crores) Particulars Year ended 31.03.2013 31.03.2012

Net Sales and other income 134.58 153.10

Profit before Interest, Depreciation and Tax 34.11 65.54

Less: Interest 3.19 3.66

Depreciation 1.67 7.85

Provision for doubtful advances/ debts 0.28

Extra-ordinary Expenditure (net) 2.01

Extra-ordinary Income (net) 0.38

Profit / (Loss) before Tax 29.63 51.74

Deferred Tax Asset (39.92) 8.95

Profit / (Loss) after Tax (10.29) 60.69

- BPL CELEBRATING 50YEARS

BPL turned 50 years in April 2013. Over this half century, your company dedicated itself to making a positive impact on all those with whom it has come in contact with. This includes, its teams, families, communities and the customers it serves.

In these 50 years, BPL has produced many products from diagnostic medical equipment to consumer electronics, which millions of Indians have enjoyed and delighted in every day and continue to do so. Your brand and products have touched the lives of more than 20 million Indians.

Since its inception in 1963, BPL has always lived by a single belief, "having our customers at the heart of everything we do. We need to understand not just their needs, but what makes a difference to their lives". This belief continues to be its guiding principle.

This has led to an enabling vision for your company - BPL is committed to making its customers lives happier, healthier and more productive. Your company will strive to preserve this ideology, because this is the true measure of success.

Honouring the past

None of BPL''s current or future achievements could have occurred without the solid foundation that was set by Mr. T P G Nambiar, who built your company on the principle of providing your customers with quality products and services that meet, or exceed, expectations for performance and reliability at competitive cost. The company has held true to these values by constantly improving products, anticipating the needs of the markets and above all, by supporting its customers. Your company is determined to build upon this heritage as it aspires to touch millions of lives each year with its healthcare and innovative consumer lifestyle products.

BPL is extremely proud to be able to celebrate its 50 years of business. A hearty "Thank you" goes to all of our shareholders, customers and employees, past and present, who have trusted BPL and have helped this to happen.

- Celebrating the present

For the past 50 years, BPL''s product innovations have improved the quality of life for millions, creating a strong and trusted BPL brand all over India. However, with lack of consistent growth in recent years and lean, agile new competitors from overseas winning over customers, it was clear that your company urgently needed to transform in orderto improve its performance and competitiveness.

Towards this, BPL Limited is now debt-free. Your company is now in the process of taking the first steps in its journey to unlock its full potential and seed the ground for its future success in the medical devices business. The process of inducting high quality PE / strategic investors to BPLMedical Technologies Pvt. Ltd. has just been completed. This will help make BPL Medical Technologies Pvt. Ltd., a stronger company capable of bringing cutting edge medical devices to market for many years to come.

- BUSINESS OVERVIEW

Despite a challenging economic environment and continuing depreciation of the rupee, your Company ended with a total income of Rs. 134.58 Crores for the year 2012-13 compared to Rs. 153.10 Crores for the previous year. The gross profit earned for the year is Rs. 34.11 Crores. After providing Rs. 1.67 Crores and Rs. 3.19 Crores towards depreciation and finance charges respectively, your Company has earned a profit (before provisions & taxation) of Rs. 29.25 Crores for the year 2012-13. The operations of the Company continued to be affected due to working capital constraints and lack of bank funding.

- Dividend

Your Directors regret their inability to recommend any dividend on equity shares of the Company since your Company has accumulated losses on the Balance Sheet and need to fund the business activities.

However, your Board has approved payment of dividend on preference shares at Rs. 0.001 per share of Rs. 100/- each, amounting to Rs. 16,959/- as per the terms of the issue coveredbythe approved SchemeofArrangement.

- PRINTEDCIRCUITSBOARD (PCB) BUSINESS

The global Printed Circuit Board (PCB) market to grow at CAGR of 7-8 % over the period 2012-2016. One of the key factors contributing to this market growth is the increasing adoption of Smartphones and Tablet PCs. The global PCB market has also been witnessing the increasing demand for miniaturized PCBs.

The Indian PCB Industry''s product range consists of single sided, double sided & multi layer PCBs. Your company is engaged mainly in single sided PCBs for which the major market is from Lighting (CFL and LED), consumer electronics, basic telecom equipments, low-end power conversion and the auto electronics industry. There has been steady growth in the single sided PCB industry during 2012-13 due to increased demand in CFL lighting and the automotive segment.

As the company''s PCB unit is manufacturing only single sided PCBs, the growth is expected to increase by another 5% to 10% during 2013-14. To maintain the existing performance and to grow further, your company has decided to replace a few of the existing machineries on priority basis in the first half of the current fiscal. The capital budget for these activities is estimated at around Rs.120 Lakhs.

In spite of fluctuations in USD and abnormal price fluctuations in petroleum products, your company was able to sustain & achieve an increase in gross sales registering almost 51% growth when compared to the previous year''s gross sales.

- INTERNALCONTROL ANDTHEIR ADEQUACY

Your Company has adequate internal control systems and checks, which ensure that all assets are safeguarded and that all transactions are recorded and reported properly.

The Internal control systems are supplemented by extensive programme of internal audit conducted by external qualified Chartered Accountants. The Company has also put in place effective Budgetary Systems.

- FINANCIALPERFORMANCEANDANALYSIS

- Share Capital

During the year, your company issued 2,14,637 new equity shares to the eligible employees and directors who have exercised the vested options under Employees Stock Option Scheme - BPL ESOS -2009. Accordingly, the paid up Equity Share Capital of the Company as on 31st March, 2013 stood at Rs. 48.88 Crores comprising 4,88,84,818 equity shares of Rs. 10/- each, fully paid up. The paid up Preference Share Capital of the Company as on 31st March, 2013 was Rs. 169.59 Crores consisting of 1,69,58,682 Redeemable Preference Shares of Rs.100/- each.

- Reserves &Surplus

The Reserves of the Company after adjusting surplus during the year 2012-13 stood at Rs. 148.69 Crores.

- Borrowings

Total borrowings of the Company as on 31st March, 2013 stood at Rs. Nil.

- Capital Expenditure

The capital expenditure of the company for the financial year ended 31st March, 2013 was Rs. 0.80 Crores.

- Depreciation andAmortization

The details of Depreciation and Amortization have been provided in the notes to accounts. No significant changes were made in the depreciation policies.

- CorporateTax

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

- HR PRACTICESAND MAJORINITIATIVES

Development activities were initiated for senior employees. A specific reward and recognition program was initiated to encourage performance based achievement. Best performing employees were also felicitated and recognized for their efforts. A high emphasis on cost effectiveness was driven through travel desk, effective manpower utilization and emphasis onlean production.

- EMPLOYEESSTOCKOPTIONSCHEME

During the period under review, 2,14,637 options were exercised and accordingly equity shares were allotted to the option grantees under the employee stock option scheme called "BPLLimited- ESOS-2009".

The information to be disclosed as per SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, is annexed to this Report.

- SAFETY,HEALTHANDENVIRONMENT

Employee engagement activities like free health check up by noted health professionals covering Dental, ophthalmology, Cardiac and women and child care was undertaken. On account of Women''s day health talk was organized. Various helpdesk were set up to facilitate employee welfare during the year.

Safety committees at all the Manufacturing units are functioning properly to ensure safe and healthy work environment.

Safety, Health and Environmental requirements as per rules have been adhered to at all units. Shop in-charge personnel and all security staff have been given sufficient on job training for the usage of safety equipments while in the shop floor. Necessary consent(s) have been obtained from pollution control Board with respect to water and Air. Fire Fighting equipments and water hydrant system are installed inside the factory for safety of all personnel and to meet any eventuality.

The Company had 392 employeesasonMarch 31,2013.

- DIRECTORS'' RESPONSIBILITYSTATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the accounts for the year ended 31st March, 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Loss of the company for the year under review;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and

iv. The Directors had prepared the accounts for the year ended 31st March, 2013, on a''going concern'' basis.

- PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public.

- SUBSIDIARYCOMPANIES

Your Company has two subsidiary Companies viz. Bharat Energy Ventures Limited (BEVL) and BPL Power Projects (AP) Private Limited (BPPL).

Your Company has resolved to utilize the general exemption granted by The Ministry of Corporate Affairs, Government of India vide its General Circular No. 2/ 2011 dated 8th February, 2011 from attaching the Balance Sheet, Statement of Profit and Loss, Directors'' Report and Auditors Report and other related documents of subsidiary companies and accordingly, the said documents of Bharat Energy Ventures Limited and BPL Power Projects (AP) Private Limited, subsidiaries of your Company, are not attached to the Balance Sheet of your Company. However, the requirements under the said Circular which your Company is required to meet, will be complied with.

Your company undertakes that the annual accounts and the related detailed information of your Company''s subsidiaries i.e. Bharat Energy Ventures Limited (BEVL) and BPL Power Projects (AP) Private Limited (BPPL) will be made available to the shareholders of the Company and its subsidiaries, who seek such information at any point of time. The annual accounts of BEVL & BPPL will also be kept for inspection by any shareholders in the head office of your Company and of BEVLandBPPL.

- PARTICULARSOFEMPLOYEES

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 as amended, forms part of this report. However, this report is being sent to all the shareholders of the Company excluding the aforesaid information and the said particulars are made available at the registered office of the Company. The members interested in obtaining information under Section 217 (2A) may write to the Company Secretary at the registered office of the Company.

- CONSERVATIONOFENERGY

Though not a large-scale user of energy, your Company continues to explore several measures to conserve scarce resources and protect the environment. These include Water Recycling, Waste Recycling, Solder Fumes Control and Power Factor Improvement.

- TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

Continuous efforts have been made for developing new technologies and to innovate products for affordable healthcare, with focusinthe area of mobile health.

In the coming year, your Company will be delivering value enhancement in its existing range of in-house developed ECG, Defibrillator and Patient monitor. While the monochrome displays give way to color displays, advanced algorithms and current-technology vital sign modules are becoming part ofour product line.

- RESEARCHANDDEVELOPMENT(R&D)

- Specific Areas in which Research & Development is carried out by the Company and Benefits Derived from R&D

The Health Management Solutions Business focuses on frontline care. While new OEM products to be introduced would include Color Doppler, Ventilator, Anesthesia Workstation & Cautery, your company will expand its in- house product portfolio to include Touch-Screen patient monitors, 3 channel ECG Device, and vital sign upgrades to existing defibrillator products.

- R&D Expenditure

The Capital and Revenue Expenditure on R&D during the year amounted to Rs. 2.96 lakhs & Rs. 156.21 lakhs respectively, which is1.18%of the turnover.

- EXPORTINCENTIVESAND PLANS

During the year under review, your Company made a formal entry into neighboring countries in the healthcare market. The coming year should see more business from these signed up alliances.

- FOREIGNEXCHANGEEARNINGSANDOUTGO

During the period under review, your Company utilized foreign exchange worth Rs. 48.94 Crores and foreign exchange earning wasRs. 0.05 Crores.

- DIRECTORS

Mr. K Jayabharath Reddy and Mr. Suraj L Mehta, Directors, retire by rotation, at the ensuing Annual General Meeting and are eligible for re-appointment.

- AUDITORS

M/s T Velu Pillai & Co., Chartered Accountants, Bangalore, retire at the ensuingAnnual General Meeting and are eligible for re- appointment.

- COSTAUDITREPORT

The Cost Audit and Cost Compliance Reports submitted by Mr. Hari T Devadiga (Membership No. F 22200), Cost Accountant, for the financial year 2011-12 has been filed with Ministry of Corporate Affairs (MCA) in the prescribed xbrl format on 30th January, 2013 since the due date was extended by MCAtill 31st January, 2013.

- MANAGEMENTDISCUSSION&ANALYSIS

Your Directors have covered the Management Discussion & Analysis as required under the Corporate Governance requirements, as a part of the Directors'' Report in appropriate places, to avoid duplication and overlapping of the contents of the said two reports.

- ACKNOWLEDGEMENT

The Board wishes to record its appreciation of the continued support and hard work of the employees at all levels. The Board also acknowledges continued co-operation received from Dealers, Suppliers, Customers, Banks, Government Departments, Financial Institutions and Shareholders.

For and on behalf of the Board of Directors Bangalore Ajit G Nambiar

30th May, 2013 Chairman & Managing Director

Registered Office:

BPL Works,

Palakkad-678 007, Kerala.


Mar 31, 2012

The Directors have pleasure in presenting the 48th Annual Report on the business and operations of the Company, together with the Audited Statement of Accounts for the year ended 31st March, 2012. The financial highlights on the operations of the Company are as follows:

FINANCIAL HIGHLIGHTS (Rs. in crores)

Particulars Year ended

31.03.2012 31.03.2011

Net Sales and other income 153.10 229.98

Profit before Interest, Depreciation and Tax 65.54 133.31

Less: Interest 3.66 10.45

Depreciation 7.85 7.97

Impairment Loss on Asset - 13.39

Provision for doubtful advances/ debts 0.28 0.15

Extra-ordinary items (net) 2.01 22.86

Profit / (Loss) before Tax 51.74 78.49

Deferred Tax Asset 8.95 (0.76)

Profit / (Loss) after Tax 60.69 77.73

BUSINESS OVERVIEW

Despite a challenging and volatile economic environment and continuing depreciation of the rupee, your Company ended with a total income of Rs. 153.10 Crores for the year 2011-12 compared to Rs. 229.98 Crores for the previous year. The gross profit earned for the year is Rs. 65.54 Crores. After providing Rs. 7.85 Crores and Rs. 3.66 Crores towards depreciation and finance charges respectively, your Company has earned a profit (before provisions & taxation) of Rs. 54.03 Crores forthe year 2011-12. The operations ofthe Company though, continued to be affected due to working capital constraints and lack of bank funding.

Your Company has received the 2011 Frost and Sullivan - Best Practices Award for Market Share Leadership in Value Segment of ECG Monitors. Frost and Sullivan, a globally reputed consulting organization had recently published its market research service on "Overview of Indian ECG Equipment Market in India", based on primary and secondary research.

As per Frost and Sullivan, BPL Limited offers one of the widest and best line of products in the value segment of ECG monitors at a competitive price, and has said that the Company's in-house R&D has the ability to customize their products according to the varying needs of the customers. This makes BPL unique among its competitors. In addition, BPL's excellent after-sales service back up enables to provide one of the quickest up-time and in-service time (i.e. response time) which has paid off in setting up a strong and loyal customer base. Thus, BPL's focus on patient care with its reliable and affordable products has significantly contributed to the growth and made it a one-stop solution provider in the value segment of ECG monitor.

Dividend

Your Directors regret their inability to recommend any dividend on equity shares of the Company since your Company has accumulated losses on the Balance Sheet and need to fund the business activities.

However, your Board has approved payment of dividend on preference shares at Rs. 0.001 per share ofRs. 100/- each, amounting to Rs. 16,959/- as per the terms of the issue covered by the approved Scheme of Arrangement.

* HEALTH MANAGEMENT SOLUTIONS (HMS)

Industry structure & developments

As India's population grows and its middle class expands, the country faces a huge social and fiscal challenge - how to provide high quality affordable healthcare to over 1.2 billion people? The Government of India is working to meet several key strategic goals like, health as a right for all citizens, universal health coverage, accessible, affordable and accountable quality health services, convergence and development of public health systems and services that are responsive to the health needs and aspirations of the people and reducing disparities in health across regions and communities by ensuring access to affordable health care. The Government's decision to make major investments in the expansion of its healthcare infrastructure is an important step in this journey.

The Health Care Industry consists of health care facilities, medical devices, diagnostic centers and medical insurance, emergency care, specialist medical care and medical tourism. It is one of India's largest business sectors in terms of revenue and employment.

The Union Budget 2012-13 has seen the excise duty increased by one percent and countervailing duty by two percent. There has been an increase in service tax from 10 percent to 12 percent, increasing the cost of installation, maintenance, and spare parts. For the common man, government initiatives like exempting Rs. 5000/- spent for preventive health check-ups from tax, healthcare being excluded from service tax, increased funding for National Rural Health Mission, the announcement of National Urban Health Mission, and additional allocation for National Skill Development Council will certainly widen healthcare coverage and ensure better medical facilities.

Opportunities and Threats

The Indian Health Care Industry is expected to grow at a steady rate, as substantial investments have been planned on healthcare delivery. Strong growth is expected from smaller cities and towns and calls for an effective Distribution and Service infrastructure.

In order to offer affordable solutions for changing healthcare demands, your Company launched a few frontline diagnostic products in the market. BPL launched 4 new products covering Patient Monitoring and Defibrillator segments viz. Defibrillator with Automated External Defibrillation (AED) facility, Public Access defibrillator, 8.4" display multi- parameter Patient Monitor and Infusion Pump. This is expected to improve the revenues for the Company in the coming years. In addition, the neighboring countries offer market opportunities for the business.

Today, BPL offers products in the areas of Cardio-pulmonary, Patient Monitoring, Imaging, Women and Child Care. The range of products include ECG, Defibrillator, Cardiac Analyzer, Stress Test System, Patient Monitor, Fetal & Maternal Monitor, Infusion Pump, Ultrasound andX-Ray.

Risks & Concerns

Engineering initiatives and R&D have become increasingly important in order to mitigate the threat of obsolescence, falling prices and imports. Your Company has therefore planned significant investments in product development and is confident of maintaining its market share with competitive products, efficient operations and superior customer service.

Multi-national companies have expanded their presence from the premium segment of devices into the value segment. Entry of new players in the traded ECG and Patient monitoring market have increased the competition in these segments. The companies are investing on increasing their reach through dealerships.

Depreciation of rupee has made imports expensive.

Outlook

While your Company made a modest export of products during the period under review, it will continue to broaden customer base by strengthening the well-established network of distributors and dealers.

During the year, your Company has been re-certified for ISO13485:2003 and ISO9001:2008. It intends to certify and expand the number of products covered under CE certifications, thus making them conform to international quality standards.

The Health Care Management Business of your Company has institutionalized the Sales CRM package to enhance Sales force effectiveness and be online with the dynamics of the market. In the coming year, Service delivery would be the focus.

Several marketing activities were implemented to double your

Company's participation in customer events and to enhance the digital footprint. This is in addition to advertisements in healthcare print media, using Frost & Sullivan Award as a platform to enhance the brand perception and communication with the field team and dealer network.

- PRINTED CIRCUITS BOARD (PCB) BUSINESS

The PCB Industry consist of single sided, double sided and multi layer PCBs. The single sided PCBs caters to Lighting Segment both in CFL and LED lighting, consumer electronics, basic telecom equipments, low-end power conversion and auto electronics industry. There was small growth in the single sided PCB industry during 2011-12 due to increased demand in CFL lighting. Further, auto electronics demand is increasing month on month for LED lighting.

Your company's PCB unit is manufacturing only single sided PCBs. The unit has commenced trading of double sided & multi layer PCBs and is expected to increase this by 15% in the coming year.

In spite of US Dollar appreciation against rupee and abnormal price fluctuations in petroleum products, which are being used for laminate manufacturing, your company was able to sustain & achieve reasonable sales in PCB business.

- RISKSAND CONCERN

The profit margins diminished to some extent due to rupee devaluation, in addition to fluctuation in petroleum products prices and copper in the international market, which has directly affected the laminate prices.

* INTERNALCONTROLANDTHEIR ADEQUACY

The Company has adequate internal control systems and checks, which ensure that all assets are safeguarded and that all transactions are properly recorded and reported.

The internal control systems are supplemented by extensive programme of internal audit conducted by an external qualified Chartered Accountants. The Company has also put in place effective Budgetary Systems.

* FINANCIAL PERFORMANCEAND ANALYSIS Share Capital

During the year, your company issued 1,59,937 new equity shares to the eligible employees and directors who have exercised the vested options under Employees Stock Option Scheme- BPL ESOS -2009. Accordingly, the paid up Equity Share Capital of the Company as on 31st March, 2012 stood at Rs. 48.67 Crores comprising 4,86,70,181 equity shares ofRs. 10/- each, fully paid up. The paid up Preference Share Capital of the Company as on 31st March, 2012 was Rs.169.59 Crores consisting of 1,69,58,682 Redeemable Preference Shares of Rs.100/- each.

Reserves & Surplus

The Reserves of the Company after adjusting surplus during the year 2011-12 stood atRs. 159.39 Crores.

Borrowings

Total borrowings of the Company as on 31st March, 2012 stood at Rs.25 Crores.

Capital Expenditure

The capital expenditure of the company for the financial year ended 31st March, 2012 was Rs. 0.25 Crores.

Depreciation and Amortization

The details of Depreciation and Amortization have been provided in the notes to accounts. No significant changes were made in the depreciation policies.

Corporate Tax

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

- HR PRACTICESAND MAJOR INITIATIVES

The year saw the release of the White Book, a guide to all employees on policies and procedures to help them perform at their optimum. Focused employee communication imbibing mission, vision and values were also undertaken through sustained employee engagement activities. Impetus was also given on developmental activities.

* EMPLOYEES STOCK OPTION SCHEME

During the period under review, 1,59,937 options were exercised and accordingly, equity shares were allotted to the option grantees under the Employees Stock Option Scheme called "BPL Limited- ESOS-2009

The information to be disclosed as per SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, is annexed to this Report.

* SAFETY, HEALTHAND ENVIRONMENT

Employee engagement activities like Health talks, free health check up by noted health professionals, celebration of women's day, and various helpdesk were set up to facilitate employee welfare during the year Safety committees at all the manufacturing units are functioning properly to ensure safe and healthy work environment.

Safety, Health and Environmental requirements as per rules have been adhered to at all units. Shop in-charge personnel and all security staff have been given sufficient on job training for the usage of safety equipments while in the shop floor. Necessary consent(s) have been obtained from pollution control Board with respect to water and air. Fire fighting equipments and water hydrant system are installed inside the factory for safety of all personnel and to meet any eventuality

The Company had 410 employees as on March 31,2012.

* DIRECTORS' RESPONSIBILITYSTATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the accounts for the year ended 31st March, 2012, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit of the company for the year under review;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv. The Directors had prepared the accounts for the year ended 31st March, 2012, on a' going concern' basis.

* PUBLICDEPOSITS

Your Company has not accepted any deposits from the public.

* SUBSIDIARY COMPANIES

Your Company has one subsidiary Company viz. Bharat Energy Ventures Limited (BEVL).

Your Company has resolved to utilize the general exemption granted by The Ministry of Corporate Affairs, Government of India vide its General Circular No. 2/ 2011 dated 8th February, 2011 from attaching the Balance Sheet, Statement of Profit and Loss, Directors' Report, Auditors Report and other related documents of subsidiary companies and accordingly, the said documents of Bharat Energy Ventures Limited, a subsidiary of your Company are not attached to the Balance Sheet of your Company. However, requirements which your Company is required to meet under the said circular, will be complied with.

Your company undertakes that the annual accounts and the related detailed information of your Company's subsidiary- BEVL will be made available to the shareholders of the Company and BEVL, who seek such information at any point of time. The annual accounts of BEVL will also be kept for inspection by any shareholders in the head office ofyour Company and of BEVL.

* PARTICULARS OF EMPLOYEES

Particulars of employees as required under Section 217(2A) ofthe Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 as amended, forms part of this report. However, this report is being sent to all the shareholders of the Company excluding the aforesaid information and the said particulars are made available at the registered office of the Company The members interested in obtaining information under Section 217 (2A) may write to the Company Secretary at the registered office of the Company

* CONSERVATION OF ENERGY

Though not a large-scale user of energy, your Company continues to explore several measures to conserve scarce resources and protect the environment. These include Water Recycling, Waste Recycling, Solder Fumes Control and Power Factor Improvement.

* TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

Continuous efforts have been made for developing new technologies and to innovate products for affordable healthcare.

In the coming year, your Company will be delivering results on the obsolescence management programs that are underway in its existing range of in-house developed ECG, Defibrillator and patient monitor. While the monochrome displays give way to color displays, advanced algorithms and current-technology vital sign modules would become part of our product line.

In the current year, your Company made foray into the area of critical patient care with the introduction of its syringe and volumetric pumps for facilitating drug delivery and by adding Automated External Defibrillator (AED) feature to its existing biphasic defibrillator.

* RESEARCH AND DEVELOPMENT (R & D)

Specific Areas in which Research & Development is carried out by the Company and Benefits Derived from R & D

The Healthcare Management Solutions Business focuses on frontline care. It has focused on in-house development of ECG, defibrillator and patient monitoring products in the primary care area. These products incorporate state of the art technologies and also are built to perform under rigorous working conditions, pan- India. In the coming year, your Company plans to enter the high end spectrum of ECG & Patient Monitoring Devices with an in- house developed A4 ECG system and five parameter monitors with touch screen capability, which are dominated by multinational companies.

Future Plans of Action

In line with the Product development road map and to put the Healthcare Management Solutions Business on a fast track and to strengthen and improve its products portfolio, BPL HMS will continue to collaborate with global technology companies in order to bring appropriate technologies. These products will drive the cost of healthcare down by promoting early stage diagnosis. To offer affordable solutions to the medical fraternity, your Company would continue to enhance its customer reach and service capabilities at the front end while becoming operationally more effective.

* R&D Expenditure

The Capital and Revenue Expenditure on R&D during the year amounted to Rs. 1.66 lakhs & Rs. 82.88 lakhs respectively, which is 0.55% ofthe turnover.

* EXPORT IN CENTIVES AND PLANS

During the year under review, your Company made a formal entry into neighboring countries in the health care market by signing up distributorships in Nepal, Myanmar & Srilanka. The coming year should see more business from these alliances.

* FOREIGN EXCHANGE EARNINGS AND OUT GO

During the period under review, your Company utilized foreign exchange worth Rs. 36.93 Crores and foreign exchange earning was nil.

* DIRECTORS

Capt. S Prabhala and Mr. K S Prasad, Directors, retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

* AUDITORS

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

* MANAGEMENT DISCUSSION & ANALYSIS

Your Directors have covered the Management Discussion & Analysis as required under the Corporate Governance requirements, as a part of the Directors' Report in appropriate places, to avoid duplication and overlapping of the contents of the said two reports.

* ACKNOWLEDGEMENT

The Board wishes to record its appreciation of the continued support and hard work of the employees at all levels. The Board also acknowledges continued co-operation received from Dealers, Suppliers, Customers, Banks, Government Departments, Financial Institutions and Shareholders.

For and on behalf of the

Board of Directors

Bangalore Ajit G Nambiar

30th May, 2012 Chairman & Managing Director

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


Mar 31, 2010

The Directors have pleasure in presenting the Forty Sixth Annual Report on the business and operations of the Company, together with the Audited Statement of Accounts for the year ended March 31, 2010. The financial highlights on the operations of the Company are as follows:

Financial Highlights (Rs. in Crores)

Year ended

Particulars 31.03.2010 31.03.2009

Net Sales and other income 118.50 77.19

Profit before Interest, Depreciation and Tax 30.77 (0.53)

Less: Interest 13.34 11.85

Depreciation 10.82 11.40

Impairment Loss on Asset 3.11 -

Provision for Diminution in value of investments - 26.57

Provision for doubtful advances/ debts 0.36 29.00

Extra-ordinary items (net) 3.76 -

Profit / (Loss) before Tax (0.62) (79.36)

Deferred Tax Asset 0.95 66.07

Fringe Benefit Tax - (0.18)

Profit / (Loss) after Tax 0.33 (13.47)

- BUSINESS OVERVIEW

The operations of your Company continued to be affected due to working capital constraints and lack of bank funding for operations. The cost cutting exercises and strict funds management led your Company to register a small growth in operations of 5.6% compared to the previous year.

The total income recorded was Rs. 120.06 Crores for the year 2009-10 compared to Rs. 79.68 Crores for the previous year. The gross profit earned for the year is Rs. 30.77 Crores. After providing Rs. 10.82 Crores, Rs. 13.34 Crores and Rs. 3.10 Crores towards depreciation, finance charges and for impairment of assets respectively, the Company has earned a profit (before provisions & taxation) of Rs. 3.51 Crores for the year 2009-10.

Your Directors regret their inability to recommend any dividend due to insufficient profits, during the year under review.

- HEALTH MANAGEMENT SOLUTIONS (HMS) Industry structure & developments

The healthcare industry in India, in which your Company presently operates, is projected to have a good growth potential. This sector has been registering growth continuously. The growth in the sector would be driven by its main divisions like healthcare facilities, both in the private and public sectors, medical diagnostic equipments, diagnostic centers and the medical insurance sector. The contribution of diagnostic division to the health care industry would be significant. An increasing number of public and private healthcare facilities, mainly catering to populations in the tier 2 and tier 3 towns are expected to propel demand for the industry. The health insurance is growing fast and is the second largest non-life insurance segment in the country. Also, the public health system is planned to undergo a facelift with an increased allocation of Rs 22,300 crores in the Financial Year 2010-11 by the Government(s).

Each of the main divisions of the healthcare industry is poised for expansion and the growth in these divisions will either directly or indirectly create growth opportunities for the Company.

Despite the working capital constraints faced, the HMS Business of your Company registered a healthy growth of 36% in terms of net sales during 2009-10 compared to its previous year. It is also heartening to note that the earnings before interest and tax as a percentage (EBITA) of net sales in this business nearly doubled over the previous year.

- Opportunities and Threats

During the year, the HMS Division entered into a Strategic Initiative with Welch Allyn, the undisputed Global leader in Frontline Diagnostic Products. This is expected to improve the revenues for the Company in the coming years as primary care becomes a focus area for both the private and public healthcare providers. During the year, the business initiated the development of two new products viz. A4 ECG and Public Access Defibrillators. These are expected to be released and marketed during the current year.

The HMS Division had embarked upon several cost reduction initiatives, primarily in the areas of procurement, logistics and manpower rationalization. However, your company also realizes that with a rapid economic growth environment, it would be required to invest into preparedness into scaling up its supply chain capacity and capability at the shortest possible time.

The pace of technology change within the product range of BPL is a key risk area represented by the threat of obsolescence. A number of alliances and partnership proposals are under consideration in order to mitigate the threat of obsolescence within the Companys products. Your Company has also initiated efforts into addressing specific health management based programmes which would contemporize our offering as packaged solutions for various customer segments.

- Outlook

BPL Health Management Solutions will continue to build on its core strengths in the area of customer services and geographical reach besides offering to its customers, the options to build their practice brick by brick. Its product offering will be complemented by more effective diagnostic tools that would empower the point of care, primary care centers as well as the secondary care hospitals.

Your Company intends to broaden customer base by enhancing business development activities in the large corporate hospital chains, partnership with the governments in their efforts to overhaul the primary care system and service requirements in the neighboring countries such as Nepal, Srilanka, Bangladesh, Pakistan and Maldives.

The plans for new product development and R&D were severely constrained due to lack of investments in the last few years. Your Company intends to source technologies and services from organizations across the world in order to complement and keep our offering contemporary. Your Company has also strengthened its regulatory and compliance activities by inducting experienced team of professionals in this area. Apart from being able to meet the deadlines for the proposed Indian Medical Devices and Equipment Regulatory Framework introduction, your Company will also needs to prepare itself for global markets.

The HMS team has also embarked on a "future ready" master plan that would form the framework for a long term strategic plan which envisions BPL HMSs intent on gaining significant leadership in the various niche areas of the Indian and Global Healthcare Industry. The annual operating plan for 2010-11 which embeds this intent is expected to lay the foundation for a robust year on year growth.

- PRINTED CIRCUITS BOARD (PCB) BUSINESS

There was no growth in the PCB industry during the 2009-10. The main market for Single Sided PCB comes from consumer electronics, basic telecom equipment, low-end power conversion and the lighting industry. The Demand from CFL Lighting industry is robust, at around 25 million units per month and the same is growing. In Consumer Electronics business, CRT TVs account for major share of demand for PCBs and the trend is likely to remain this way for a few years till a large-scale shift towards LCD TVs takes place.

The net revenues of PCB business of your Company for the year under report, recorded 25% growth and the EBITA also showed a remarkable growth by 130% compared to 2008-09. Your Company supplied 2 million PCBs for TVs across India.

- RISKS AND CONCERN

Some of the major risks that your Company is subject to are competition and regulatory changes, and those related to exchange rate fluctuations and technological obsolescence. These kinds of risks are integral parts of every business and your Company is required to invest resources into the areas of research and development, including new product development.

Your Company is making all efforts to mitigate these risks and it endeavours to ensure that the risks associated is commensurate with the returns and enable the Company to capitalize on new opportunities.

- INTERNAL CONTROL AND THEIR ADEQUACY The Company has put in place Internal Control Systems commensurate with the size and nature of Business of the Company ensuring effective checks and balances within the systems and these systems are also being reviewed and upgraded. The Company has also a system of Internal Audit which is conducted by external qualified Chartered Accountants covering large areas including inventory management, purchase, production, sub-contract activities, accounts and finance including cash/bank operations, debtors, creditors, fixed assets and inventories, besides statutory compliances.

- FINANCIAL PERFORMANCE AND ANALYSIS

Share Capital

During the year, there was no change in the share capital of the Company. The paid up Equity Share Capital of the Company as on 31st March, 2010 was Rs.48.51 Crores comprising 4,85,10,244 equity shares of Rs 10/- each, fully paid up. The paid up Preference Share Capital of the Company as on 31st March, 2010 was Rs. 169.59 Crores consisting of 1,69,58,682 Redeemable Preference Shares of Rs.100/- each.

- Reserves & Surplus

There was no change in the Reserves of the Company, during the year 2009-10 and it stood at Rs.236.36 Crores.

- Borrowings

Total borrowings of the Company as on 31st March, 2010 stood at Rs.275.09 Crores.

- Capital Expenditure

The capital expenditure of the company for the financial year ended 31st March, 2010 was Rs. 2.97 Crores.

- Depreciation and Amortization

The details of Depreciation and Amortization have been provided in the notes to accounts. No significant changes were made in the depreciation policies.

- Corporate Tax

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

- HR PRACTICES AND MAJOR INITIATIVES

The year saw offices located in different locations come together as one team (OneBPL) under one roof working with seamless communication, open space culture and transparent interactions. All support functions were consolidated through CARE (Centralized Administrative and Resource Enhancement) system and emphasis was placed on employee engagement and communication activities. This year was also the year wherein employee stock option scheme was formally announced.

- EMPLOYEES STOCK OPTION SCHEME

The Company had adopted an Employee Stock Option Scheme entitled "BPL Limited-ESOS-2009" (ESOS-2009) which was approved by the shareholders at the Annual General Meeting of the Company held on 30th September,2009. The ESOS-2009 is

framed in terms of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. The Compensation Committee, so far, has not granted Options under the Scheme, but has plans to grant Options during this fiscal.

- SAFETY, HEALTH AND ENVIRONMENT Your Company continues to lay stress on safety and healthy working environment at all its units. Activities like stress management through meditation and yoga were undertaken for all levels of employees.

BPL Limited (BPL) had 405 employees as on March 31, 2010.

- DIRECTORS RESPONSIBILITY STATEMENT

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

i) in the preparation of the accounts for the year ended 31st March, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit of the company for the year under review;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and

iv) the Directors had prepared the accounts for the year ended 31st March, 2010, on a going concern basis.

- PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public.

- SUBSIDIARY COMPANIES

Bharat Energy Ventures Limited, BPL Securities Private Limited and BPL Display Devices Limited are the subsidiaries of the Company.

The audited accounts and other particulars pursuant to Section 212(1) of the Companies Act, 1956, relating to Bharat Energy Ventures Limited and BPL Securities Private Limited are appended to this Report.

BPL Display Devices Limited had been ordered to be wound up under the orders of the Honorable High Court of Allahabad, on 17th October, 2008. Hence, the accounts of the said Company do not form part of this report.

- PARTICULARS OF EMPLOYEES

Information required to be furnished in terms of Section 21 7 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, has been provided by way of an Annexure to this Report.

- CONSERVATION OF ENERGY

Though not a large scale user of energy, your Company continues to explore several measures to conserve scarce resources and protect the environment. These efforts have collectively resulted in securing the ISO 14000 EMS (Energy Management Systems) Certification. They include Water

Recycling, Waste Recycling, Solder Fumes Control and Power Factor Improvement.

- TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

BPL has continuously invested into efforts for developing technologies and products for affordable healthcare. A number of products that were "telemedicine" enabled were introduced during the year and have been actively introduced into the market. BPL also partnered with the local governments and NGOs in developing products that addressed specific local needs.

The Company has completed a project for a Biphasic and public access defibrillator under technology licence from Corscience GmbH. The Biphasic has been introduced into the market in this year and the Public Access Defibrillator would be launched during second half of the current financial year.

- RESEARCH AND DEVELOPMENT (R & D)

- Specific Areas in which Research & Development is carried out by the Company and Benefits Derived from R & D

The HMS Division focuses on frontline care. And in the primary care area, it has developed a range of diagnostic medical equipment that empowers the healthcare personnel in the frontline. These products incorporate the state of the art technologies and also are built to perform under the rigorous conditions of rural India. Indias first Biphasic Defibrillator was launched in this year and a family of cardiac resuscitation devices, including a public access defibrillator, is planned for release in the early part of next year.

- Future Plans of Action

In line with the R&D road map and to put the HMS Division on a fast track, BPL Healthcare has entered into agreements with a number of global technology companies in order to bring appropriate technologies and to maintain and improve its products range. These products will drive the cost of healthcare down by promoting early stage diagnosis.

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

- Expenditure on R&D for the year ended 31st March, 2010

Particulars (Rs. in lacs)

Capital Expenditure 23.22

Revenue Expenditure 297.30

Total 320.52

Total R & D Expenditure as a

% of turnover 2.70

- EXPORT INCENTIVES AND PLANS

The Company has plans to expand its operations to SAARC country areas and avail appropriate export incentives.

- FOREIGN EXCHANGE EARNINGS AND OUTGO During the period under review, your Company utilized foreign exchange worth Rs.44.19 Crores. Foreign exchange earnings was Rs. 2.87 lakhs.

- DIRECTORS

Mr. K Jayabharath Reddy and Mr. Suraj L Mehta, Directors, retire by rotation, at the ensuing Annual General Meeting and are eligible for re-appointment.

- AUDITORS

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

- MANAGEMENT DISCUSSION & ANALYSIS

Your Directors have covered the Management Discussion & Analysis as required under the Corporate Governance requirements, as a part of the Directors Report in appropriate places, to avoid duplication and overlapping of the contents of the said two reports.

- ACKNOWLEDGEMENT

The Board wishes to record its appreciation of the continued support and hard work of the employee at all levels. The Board also acknowledges continued co-operation received from Dealers, Suppliers, Customers, Banks, Government Departments, Financial Institutions and Shareholders.

For and on behalf of the Board of Directors

Bangalore Ajit G Nambiar

27th July, 2010 Chairman & Managing Director

 
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