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Notes to Accounts of BPL Ltd.

Mar 31, 2015

1.1 There are no secured loans at the end of the reporting period.

1.2 Share Capital

1.2.1 Share Capital includes 21,930 Equity Shares of Rs. 10/- each allotted as Fully Paid Up for consideration other than cash and 96,50,000 Equity Shares of Rs. 10/- each allotted as Bonus Shares by Capitalisation of General Reserve during an earlier period.

1.2.2 1,69,58,682 Non- Convertible, Non- Cumulative 0.001% Preference Shares of Rs. 100/- each, were allotted on 23rd September, 2005, pursuant to the Scheme of Arrangement approved by the Hon. High Court of Kerala, Ernakulam. Out of which, 1,41,24,682 shares are redeemable in four equal installments at the end of the 11th,12th,13th and 14th year and the balance of 28,34,000 shares are redeemable in ten equal installments commencing from 31st March, 2008. The Company is yet to redeem these preference shares and the amount outstanding as on 31st March 2015, was Rs. 22.67crores. Company is making arrangements for the redemption of the above and the same will be redeemed in due course.

1.3 There are no Micro and Small Enterprises to whom the company owes dues, which are outstanding for more than 45 days as at 31st March 2015. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006, has been determined to the extent such parties have been identified on the basis of information available with the company.

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

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

1.6 No Provision for tax has been made for current period in view of losses made by the Company. Deferred Tax Asset as envisaged by Accounting Standard 22 has been created by the company to the extent reasonable certainty exists for the future profitability. The components of Deferred Tax Asset are as follows:

1.7 The amount provided by the company in the books of account towards gratuity is sufficient to cover the actuarial value of liability as certified by an external valuer. However, due to shortage of funds, the company is yet to fund the full actuarial liability under the scheme administered by LIC of India. As per the agreement with employees, the company has no liability for payment of leave encashment to its employees.

1.8 The company has obtained confirmation of balances from its debtors. The balances due to creditors including Group Companies are subject to confirmation/ reconciliation.

1.9 Extra Ordinary Item of Rs. 223.34 lakhs in the Profit and Loss account represents the write back of balances pertains to discontinued business.

1.10 Remuneration has been paid/provided to the Chairman & Managing Director based on the approval received from the Central Government vide its letter B70022835/2013-CL-VII dated 17th October 2013.

1.11 Scheme of Arrangement for reduction of capital: The Company has charged a sum of Rs. 131.43 crores being the losses earlier treated as Deferred Tax Asset (DTA) to the Statement of Profit & Loss as per the Accounting Standards. The Company has decided to implement a Scheme of Arrangement (SOA) to set off the accumulated losses of Rs.184.09 crores against the entire credit balance in share premium account through a court approved scheme. The SOA has been approved by the SEBI, Stock Exchanges and members of the Company. Accordingly, the share premium account and the balance in Statement of Profit & Loss represent gross figures. The approval from the Honourable High Court of Kerala is awaited.

1.12 Employees Stock Option Scheme (ESOP) : The last date for exercising the stock options granted to the eligible employees and directors of the company was 8th November, 2012 and the details of options exercised, lapsed and other relevant particulars were covered in the previous financial year. Since, the company has not granted any further options later and accordingly, the details as required to be furnished under ESOP scheme is not applicable to the current financial year.

1.13 Previous year's figures have been regrouped/ reclassified, wherever necessary, to correspond with the current year's classification/ disclosure.


Mar 31, 2014

1.1 Pursuant to settlement agreement with M/s Peagasus Assets Reconstruction Pvt. Ltd., someof the assets comprsingof Land and Building are heldby themassecurity against indemnity obligations survivingtill 29th March 2014. Assetssosecured are: Residential PropertiesatPoonamChambers,Mumbai, Ashok Bhavan, New Delhi&Land and Building at Doddaballapur Taluk,Bangalore.

1.2 The Company has createdachargeinfavour ofM/s Asia Pragati Capfin Pvt. Ltd (APCL) New Delhi,onthe following immoveable properties which are offeredascollateral security onbehalfof its subsidary, Bharat Energy Ventures Limited (BEVL) in connection with issue of noncumulative debentures of Rs. 23 Crores by BEVL to APCL. a)Land situated at Survey No. 89 together with buildings & structures thereon situated at Cheemasandra Village, Bidarahalli Hobli, Hoskote Taluk, Bangalore Dist. b)Land situated at Survey No. 56/ 57 of Hebbagodi Village, Attibele Hobli, Anekal Taluk, Bangalore Dist. c)Land together with buildings and structures at plot no. 7 (part) at Survey No. 598 situated at Annuppparpalayam Village, Ward NO. 5 (New No. 7) Coimbatore Town.

2. Contingent Liabilities and Commitments

2.1 Contingent Liabilities Rs Claims against the company not acknowledged as debt 31st March 2014 31st March 2013

Cental Excise 5,15,55,820 4,90,23,392

Customs 6,65,66,447 6,65,66,447

Service Tax 10,15,211 98,48,238

Sales Tax 30,24,99,659 30,17,22,999

Guarantees 20,00,00,000 20,00,00,000

2.2 Total - Contingent Liabilities and Commitments 62,16,37,137 62,71,61,076 Other Notes to Balance Sheet

In the opinion of the Board, none of the assets has a value lower on realization in the ordinary course of business than the amount at which they are stated in the Balance Sheet.

2.3 There are no secured loans at the end of the reporting period.

2.3 Share Capital

2.3.1 Share Capital includes 21,930 Equity Shares of Rs. 10/- each allotted as Fully Paid Up for consideration other than cash and 96,50,000 Equity Shares of Rs. 10/- each allotted as Bonus Shares by Capitalisation of General Reserve during an earlier period.

2.3.2 1,69,58,682 Non- Convertible, Non- Cumulative 0.001% Preference Shares of Rs. 100/- each, were allotted on 23rd September, 2005, pursuant to the Scheme of Arrangement approved by the Hon. High Court of Kerala, Ernakulam. Out of which, 1,41,24,682 shares are redeemable in four equal installments at the end of the 11th,12th,13th and 14th year and the balance of 28,34,000 shares are redeemable in

ten equal installments commencing from 31st March, 2008. The Company is yet to redeem these preference shares and the amount outstanding as on 31st March 2014, was Rs. 17 crores.

2.4 There are no Micro and Small Enterprises to whom the company owes dues, which are outstanding for more than 45 days as at 31st March 2014. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006, has been determined to the extent such parties have been identified on the basis of information available with the company.

2.5 As the company has no qualifying assets as defined in Accounting Standard 16, amountofborrowing cost that are directly attributable to the acquisition, construction

or production of a qualifying asset have not been capitalised.

2.6 In accordance with the provisions of Accounting Standard 17, the Company has only one reporting

segment viz, Electronic Industry. Segmental reporting as defined istherefore not applicable.

2.7 Related Party disclosure in accordance with Accounting Standard18:

2.9 No Provision for tax has been made for current period in view of losses made by the Company. Deferred Tax Asset as envisaged by Accounting Standard 22 has been created by the company to the extent reasonable certainty exists for the future profitability The components of Deferred

2.10 The amount provided by the company in the books of account towards gratuity is sufficient to cover the actuarial value of liability as certified by an external valuer. However, due to shortage offunds, the company is yet to fund the full actuarial liability under the scheme administered by LIC of India. Contribution to Superannuation Fund (defined Contribution Plan) is yet tobe fundedto LICofIndia due to shortageoffunds. As per the agreement with employees, the company has no liability for payment of leave encashment to its employees.

2.11 The company has obtained confirmation of balances from its debtors. The balances due to creditors including Group Companies are subject to confirmation/ reconciliation.

2.12 Remuneration has been paid/provided to the Chairman & Managing Director based on the approval received from the Central Government vide its letter B70022835/2013-CL-VII dated 17th October, 2013.

2.13 Previous year''s figures have been regrouped/ reclassified, wherever necessary, to correspond with the current year''s classification/ disclosure.


Mar 31, 2013

1.1 There are no secured loans at the end of the reporting period.

1.3 Share Capital

1.3.1 Share Capital includes 21,930 Equity Shares of Rs. 10/- each, allotted as Fully Paid Up for consideration other than cash and 96,50,000 Equity Shares of Rs. 10/- each, allotted as Bonus Shares by Capitalisation of General Reserve during an earlier period.

1.3.2 1,69,58,682 Non- Convertible, Non-Cumulative 0.001% Preference Shares of Rs. 100/- each, were allotted on 23rd September, 2005, pursuant to the Scheme of Arrangement approved by the Hon. High Court of Kerala, Ernakulam. Out of which, 1,41,24,682 shares are redeemable in four equal installments at the end of the 11th,12th,13thand 14th year and the balance of 28,34,000 shares are redeemable in ten equal installments commencing from 31st March, 2008. The Company is yet to redeem these preference shares and the amount outstanding as on 31st March, 2013, was Rs. 17 crores.

1.3.3 The Company has instituted an Employees Stock Option Plan BPL ESOS-2009 as approved by the Board of Directors and Shareholders of the Company in 2009 for issuance of stock options convertible into equity shares not exceeding 20,00,000 Options in the aggregate to the employees of the Company as well as that of its subsidiaries and also to non-executive directors including Independent Directors of the Company and its subsidiaries at the price determined as per the SEBI (ESOS) Guidelines, 1999. The said scheme is administered by the Compensation Committee of the Board. The Company had granted 5,17,739 stock options to eligible employees and directors of the Company at an exercise price of Rs. 10/- per share during the financial year 2009-10. The options granted under the Scheme shall vest after 12 months from the date of grant. The options vested shall be capable of being exercised within a period of 12 months from the date of vesting and the equity shares arising on exercise of options shall not be subjected to any lock-in. The options were granted to the employees at Rs. 10/- each, being the face value of the shares of the Company. In view of this, the intrinsic value on the date grant (being the excess of market price of share under the Scheme over the exercise price of the option) has been accounted by the Company. Pursuant to this, the Company had issued 159,937 shares to the eligible employees during the year 2011-12 and 214,637 shares during 2012-13. 143,165 options were not exercised& hence, lapsed.

1.4 There are no Micro and Small Enterprises to whom the company owes dues, which are outstanding for more than 45 days as at 31st March 2013. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006, has been determined to the extent such parties have been identified on the basis of information available with the company.

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

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

1.7 No provision for tax has been made for current period in view of losses made by the Company. Deferred Tax Asset as envisaged by Accounting Standard 22 has been created by the company to the extent reasonable certainty exists for the future profitability. The components of Deferred Tax Asset are as follows:

1.8 The amount provided by the company in the books of account towards gratuity is sufficient to cover the actuarial value of liability as certified by an external valuer. However, due to shortage of funds, the company is yet to fund the full actuarial liability under the scheme administered by LIC of India. Contribution to Superannuation Fund (defined Contribution Plan) is yet to be funded to LIC of India due to shortage of funds. As per the agreement with employees, the company has no liability for payment of leave encashment to its employees.

1.9 The company has obtained confirmation of balances from its debtors. The balances due to creditors including Group Companies are subject to confirmation/ reconciliation.

1.10 Extra-Ordinary item of Rs. 38.18 lakhs in the Statement of Profit and Loss represents the write back of Provision for Expenses made during earlieryears.

1.11 Remuneration has been paid/provided to the Chairman & Managing Director based on the approval received from the Central Government vide its letterA40400111-CL-VII dated 24th April, 2009.

1.12 Previous year''s figures have been regrouped/ reclassified, wherever necessary, to correspond with the current year''s classification/ disclosure.

1.13 Reconciliation of Basic and Diluted Shares used in computing Earning per Share


Mar 31, 2012

1.1.1 Notes on Long Term Borrowings

Term loan from Banks Rs. Nil (Rs. 11724.25 lakhs) was secured by a pledge of BPL Brand excluding BPL Brand of Colour Television and is secured by equitable mortgage by way of deposit of title deeds of immovable properties of the company in Coimbatore and residential property in Bangalore and land in Hoskote and is secured by equitable mortgage of leasehold property in Chennai and loans of Rs.Nil (Rs. 100.00 Lakhs) was secured by a common pool of all the assets of the company situated at Palakkad, Doddaballapur, Dobespet and Bommasandra and pledge of 2,26,90,000 equity shares held by the Company in Sanyo BPL Private Limited and a Personal Guarantee of the Managing Director (pending execution), ranking paripassu, with all the lenders.

There has been no continuing default as on Balance Sheet date in respect of repayment of loans and interest.

2.1 During the course of the year, the Company has settled the Secured Loan ofRs. 100.00 lakhs of Central Bank of India along with Interest accrued and due there on and Secured Loans ofRs. 11724.25 lakhs of Peagasus Assets

Reconstruction Private Limited. These loans are settled out of the sale proceeds of land at Dobaspet, land at Hosur Road and the remaining liability waived by the lenders, arising on such settlement amounting to Rs. 2959.30 lakhs has been treated as extra- ordinary income.

2.2 Share Capital

2.2.1 Share Capital includes 21,930 Equity Shares of Rs. 10/- each, allotted as fully paid-up for consideration other than cash and 96,50,000 Equity Shares ofRs. 10/- each, allotted as Bonus Shares by Capitalization of General Reserve during an earlier period.

2.2.2 1,69,58,682 Non-Convertible, Non- Cumulative 0.001% Preference Shares of Rs. 100/- each, are redeemable in four equal installments at the end of the 11th,12th,13th and 14th year. The Preference Shares were allotted on 15th December, 2005.

2.2.3 The Company has instituted an Employees Stock Option Plan - BPL ESOS-2009 as approved by the Board of Directors and Shareholders of the Company in 2009 for issuance of stock options convertible into equity shares not exceeding 20,00,000 Options in the aggregate to the employees of the Company as well as that of its subsidiaries and also to non-executive directors including Independent Directors of the Company and its subsidiaries at the price determined as per the SEBI (ESOS) Guidelines, 1999. The said scheme is administered by the Compensation Committee of the Board. The Company had granted 5,17,739 stock options to eligible employees and directors of the Company at an exercise price ofRs. 10/- per share, during the financial year 2009-10. The options granted under the Scheme shall vest after 12 months from the date of grant. The options vested shall be capable of being exercised within a period of 12 months from the date of vesting and the equity shares arising on exercise of options shall not be subjected to any lock-in. The options were granted to the employees at Rs. 10/- each, being the face value of the shares of the Company. In view of this, the intrinsic value on the date grant (being the excess of market price of share under the Scheme over the exercise price of the option) has been accounted by the company. Pursuant to this, the Company had issued 1,59,937 equity shares to the eligible employees and directors who exercised the vested options during the year.

2.3 There are no Micro and Small Enterprises, to whom the company owes dues, which are outstanding for more than 45 days as at 31st March 2012. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the company.

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

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

2.6 No provision for tax has been made for current period in view of tax losses made by the Company. Deferred Tax Asset as envisaged by Accounting Standard 22 has been created by the company to the extent reasonable certainty exists for the future profitability. The components of Deferred Tax Asset are as follows:

2.7 The amount provided by the company in the book of account towards gratuity is sufficient to cover the actuarial value of liability as certified by an external valuer. However, due to shortage of funds, the company is yet to fund the full actuarial liability under the scheme administered by LIC of India. Contribution to Superannuation Fund (defined Contribution Plan) is yet to be funded to LIC of India due to shortage of funds. As per the agreement with employees, the company has no liability for payment of leave encashment to its employees.

2.8 The Company has obtained confirmation of balances from its debtors. The balances due to creditors including Group Companies are subject to confirmation/ reconciliation.

2.9 Extra-ordinary item of Rs. 200.70 lakhs in the Statement of Profit and Loss represents the net effect of reduction in value of Loans & Advances (Rs. 1000.41 lakhs), Provision for diminution of investments (Rs. 2159.58 lakhs) and Secured Loans liability no longer required written back (Rs. 2959.30lakhs).

2.10 Remuneration has been paid/provided to the Chairman & Managing Director based on the approval received from the Central Government vide itsletterA40400111-CL-VII dated24thApril, 2009.

2.11 The revised Schedule VI has become effective from 1st April, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped/ reclassified wherever necessary to correspond with the current year's classification/ disclosure.

2.12 Reconciliation of Basic and Diluted Shares used in computing Earnings per Share


Mar 31, 2011

1. Share Capital includes 21,930 Equity Shares of Rs. 10/- each, allotted as fully paid up for consideration other than cash and 96,50,000 Equity Shares of Rs. 10/- each, allotted as Bonus Shares by Capitalisation of General Reserve during an earlier period.

2. 1,69,58,682 Non-convertible, Non-cumulative 0.001% Preference Shares of Rs. 100/- each, are redeemable in four equal installments at the end of the 11th,12th,13th and 14th year. The Preference Shares were allotted on 15th December, 2005.

3. The Company has instituted an Employees Stock Option Plan – BPL – ESOS-2009 as approved by the Board of Directors and Shareholders of the Company in 2009 for issuance of stock options convertible into equity shares not exceeding 20,00,000 Options in the aggregate to the employees of the Company as well as that of its subsidiaries and also to non-executive directors including Independent Directors of the Company and its subsidiaries at the price determined as per the SEBI (ESOS) Guidelines, 1999. The said scheme is administered by the Compensation Committee of the Board. During the year, the Company has granted 5,17,739 stock options to eligible employees and directors of the Company at an exercise price of Rs. 10/- per share. The options granted under the Scheme shall vest after 12 months from the date of grant. The options vested shall be capable of being exercised within a period of 12 months from the date of vesting and the equity shares arising on exercise of options shall not be subjected to any lock-in. The options were granted to the employees at Rs. 10/- each, being the face value of the shares of the Company. In view of this, the intrinsic value on the date of grant (being the excess of market price of share under the Scheme over the exercise price of the option) has been accounted by the Company.

4. The loans / borrowings stated in Schedule 3 represent restated balances for lenders based on the option selected by them respectively. However, confirmation of balance is yet to be obtained. Interest on the loans have been provided/paid based on the option selected by the lender.

Loans are secured by:

I. Loans of Rs. 11724.25 Lakhs referred to in B of Schedule 3 is secured by a pledge of BPL Brand excluding BPL Brand of Colour Television and is secured by equitable mortgage by way of deposit of title deeds of immovable properties of the company in Coimbatore and residential property in Bangalore and land in Hoskote and is secured by equitable mortgage of leasehold property in Chennai and loans of Rs. 100.00 lakhs refrred to in A of Schedule 3 are secured by a common pool of all the assets of the company situated at Palakkad, Doddaballapur, Dobespet and Bommasandra and pledge of 2,26,90,000 equity shares held by the Company in SANYO BPL Private Limited and a personal guarantee of the Managing Director (pending execution), ranking paripassu, with all the lenders.

5. There are no Micro and Small Enterprises, to whom the company owes dues, which are outstanding for more than 45 days as at 31st March, 2011. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the company.

6. The particulars of Investments in Partnership Firms :

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

b) Wellworth Electronics : The Company had,during earlier years, invested an amount of Rs. 9.64 lakhs as Capital and has a share of profit of 25%. The total capital of the firm is Rs. 32.53 lakhs.The shares of profits of other partners in the firm are; BS Refrigerators Limited, BS Appliances Limited and BST Limited is 25% each. The firm incurred a loss of Rs. 1700/- and the companys share of loss of Rs. 425/- has been recognised in current period based on the audited accounts of the firm.

7. Cenvat benefits on purchases have been accounted for in accordance with the provisions of Accounting Standard 2. Cenvat credit receivable has been included under the head Advances.

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

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

10. The Companys restructuring proposal has been approved under CDR System vide letter dated 25th November, 2004. The salient features of terms of restructuring is waiver of certain percentage of principal amount of loans outstanding as on cut off date, reduction of rate of interest on loans retained and transfer of CTV division to JV company as a going concern. Profitability of residual business of the company, Balance Sheet and Cash flow were assessed by an independent authority. Based on their report, the management is confident of earning sufficient revenue to meet its liabilities and commitments. On the basis of above information, the current financial period accounts have been prepared on a going concern basis.

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

Name of the related parties and description of relationship :

1. Subsidiaries : BPL Display Devices Limited and Bharat Energy Ventures Limited

2. Joint Venture : SANYO BPL Private Limited

3. Companies where : Dynamic Electronics Private Limited, Orion Constructions Company Private Limited, ER Computers Directors have control Private Limited, Phoenix Holdings Private Limited, Stallion Computers Private Limited, Electro Investment Private Limited, Nambiar International Investment Company Private Limited, BPL Telecom Private Limited, BPL Techno Vision Private Limited, BPL Power Projects (AP) Private Limited, BPL FTA Energies Private Limited, Electronic Research Private Limited and NI Micro Technologies Private Limited

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

12. The Company does not have any “lease arrangement” as defined under Accounting Standard 19.

13. The Companys provision of gratuity existing in books is sufficient to cover the actuarial value of liability as certified by external valuer. However, due to shortage of funds, the company is yet to fund the full actuarial liability under the scheme administered by LIC of India. Contributions to Superannuation Fund (defined Contribution Plan) is yet to be funded to LIC of India an account of shortage of funds.

14. The Company is yet to obtain confirmation of balances from its debtors and for advances. Provisions have been made based on reconcilation carried out.

15. Extra-Ordinary item of Rs. 2286.22 lakhs in the Profit and Loss Account represents the net effect of reduction in value of Sundry Creditors and Advances.

16. Remuneration has been paid/provided to the Chairman & Managing Director based on the approval received from the Central Government vide its letter No. A40400111-CL-VII dated 24th April, 2009.

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

18. Contingent Liabilities :

a) Estimated amount of contracts remaining to be executed on Capital Account and not provided on 31st March, 2011 - Rs. nil (Rs. nil).

b) Demand against the Company not acknowledged as debts disputed in appeal as on 31st March, 2011 : Central Excise Rs. 490.23 lakhs ( Rs. 490.23 lakhs),Customs Duty Rs. 668.77 lakhs (Rs. 668.77 lakhs), Sales Tax Rs. 1722.93 lakhs (Rs. 1987.93 lakhs). The amounts are based on demands raised by the respective authorities.

c) No reimbursements are expected from Contingent Liabilities.

d) Deed of Guarantee favouring Allahabad Bank towards financial assistance of Rs. 2000 lakhs sanctioned by them to BPL Display Devices Limited.

e) As per CDR Scheme, lenders have a recompense clause for economic loss due to restructuring, which would be met out of any future cash flows of the company. It is not possible to quantify the liability, if any, that may arise.


Mar 31, 2010

1. Share Capital includes 21,930 Equity Shares of Rs 10/- each, allotted as fully paid-up for consideration other than cash and 96,50,000 Equity Shares of Rs. 10/- each, allotted as Bonus Shares by Capitalisation of General Reserve during an earlier period.

2 . 1,69,58,682 Non-convertible Non-cumulative 0.001% Preference Shares of Rs. 100/- each, are redeemable in four equal instalments at the end of the 11th,12th,13th and 14th year. The Preference Shares were allotted on 15th December, 2005.

3 . The loans / borrowings stated in Schedule 3 represent restated balances for lenders based on the option adopted by them respectively.

However, confirmation of balance is yet to be obtained. In accordance with the terms of debt restructuring, the Company was to pay quarterly instalments of Rs. 6,578.62 lakhs commencing from May, 2008. Due to lack of funds, the payment has not been made. Interest on the loans have been provided based on the options selected by the lenders. Loans are secured by:

I. Loans of Rs. 6537.84 Lakhs referred to in B of Schedule 3 is secured by a pledge of BPL Brand excluding BPL Brand of Colour Television.

II. Loans of Rs. 4097.26 lakhs referred to in B of Schedule 3 is secured by equitable mortgage by deposit of title deed of immovable property of the company in Coimbatore and residential property in Bangalore and land in Hoskote. III. Loans of Rs. 1807.03 lakhs referred to in B of Schedule 3 is secured by equitable mortgage of leasehold property in Chennai and by a lien of fixed deposit with the bank. IV. Loans of Rs. 312.08 lakhs referred in B of Schedule 3 is secured by equitable mortgage by deposit of title deeds of the Immovable property of the company situated at Taj Naval District, Pune. V. Loans of Rs. 13179.43 lakhs referred to B of Schedule 3 and loans of Rs. 100.00 lakhs refrred to in A of Schedule 3 are secured by a common pool of all the assets of the company situated at Palakkad, Doddaballapur, Dobespet and Bommasandra and pledge of 2,26,90,000 Equity Shares held by the Company in SANYO BPL Private Limited and a personal guarantee of the Managing Director (pending execution), ranking paripassu, with all the lenders.

4. There are no Micro and Small Enterprises, to whom the company owes dues, which are outstanding for more than 45 days as at 31st March, 2010. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006, has been determined to the extent such parties have been identified on the basis of information available with the company.

5. The particulars of Investments in Partnership Firms :

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

b) Wellworth Electronics : The Company had during earlier years, invested an amount of Rs. 9.64 lakhs as capital and has a share of profit of 25%. The total capital of the firm is Rs. 32.53 lakhs. The share of profits of other partners in the firm are; BS Refrigerators Limited, BS Appliances Limited and BST Limited is 25% each. The firm incurred a loss of Rs. 1700/- and the companys share of loss of Rs. 425/- has been recognised in current period based on the audited accounts of the firm.

6. Cenvat benefits on purchases have been accounted for, in accordance with the provisions of Accounting Standard 2. Cenvat credit receivable has been included under the head Advances.

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

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

9. The Companys restructuring proposal has been approved under CDR system vide letter dated 25th November, 2004. The salient features of terms of restructuring is waiver of certain percentage of principal amount of loans outstanding as on cut off date, reduction of rate of interest on loans retained and transfer of CTV division to a JV company as a going concern. Profitability of residual business of the company, Balance Sheet and Cash Flow were assessed by an independent authority. Based on their report, the management is confident of earning sufficient revenue to meet its liabilities and commitments. On the basis of above information, the current financial period accounts have been prepared on a going concern basis.

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

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

2. Joint Venture : SANYO BPL Private Limited

3. Companies where : Dynamic Electronics Private Limited, Orion Constructions Company Private Limited, ER Computers Private Directors have control Limited, Phoenix Holdings Private Limited, Stallion Computers Private Limited, Electro Investment Private

Limited, Nambiar International Investment Co. Private Limited, BPL Telecom Private Limited, BPL Techno Vision Private Limited, BPL Power Projects (AP) Private Limited, BPL FTA Energies Private Limited, Electronic Research Private Limited and NI Micro Technologies Private Limited

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

11. The Company does not have any "lease arrangement" as defined under Accounting Standard 19.

12. The Company has decided to discontinue the business of Engineering Plastics and designs solutions in the previous year. The assets pertaining to the same are sold in the current financial year except Land and Buildings. The loss on sale of tangible assets of Rs. 530.47 lakhs and impairment loss on assets of Rs 310.44 lakhs are recognised in the accounts.

13. The Companys provision of Gratuity as existing in books is sufficient to cover the actuarial value of liability as certified by external valuer. However, due to shortage of funds, the company is yet to fund the full actuarial liability under the scheme administered by LIC of India.

14. The Company is yet to obtain confirmation of balances from its debtors and for advances. Provisions have been made based on reconcilations carried out.

15. Extra-ordinary item of Rs. 376 lakhs in the Profit and Loss

Account represents the net effect of reduction in value of Secured Loans, Sundry Creditors and Advances.

16. Remuneration has been provided to the Chairman & Managing Director based on the approval received from the Central Government, vide its letter bearing No A40400111-CL-VII dated 24th April, 2009.

17. Figures pertaining to previous years have been regrouped/ re-arranged wherever necessary, to conform with the current years presentation.

18. Contingent Liabilities :

a) Estimated amount of contracts remaining to be executed on Capital Account and not provided on 31st March, 2010 Rs. Nil lakhs (Rs. Nil).

b) Demands against the company not acknowledged as debts disputed in appeals as on 31st March, 2010 : Central Excise Rs. 490.23 lakhs ( Rs 455.51 lakhs),Customs Duty Rs 668.77 lakhs (Rs.668.77 lakhs), Sales Tax Rs. 1987.93 lakhs (Rs. 2291.37 lakhs). The amounts are based on demands raised by the respective authorities.

c) No reimbursements are expected from Contingent Liabilities.

d) Deed of Guarantee favouring Allahabad Bank towards financial assistance of Rs 2000 lakhs sanctioned by them to BPL Display Devices Limited.

e) As per CDR Scheme, lenders have a recompense clause for economic loss due to restructuring, which would be met out of any future cash flows of the company. It is not possible to quantify the liability, if any, that may arise.

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