B P INVESTMENTS LIMITED CIN: L65993WB1971PLC028138 Regd. Office: Ideal Plaza, South Block, 4 th Floor 11/1, Sarat Bose Road, Kolkata-700 020 Tel. No. (033) 2280 7017/18, Fax No. (033) 2280 7016 E~mail : [email protected]NOTICE TO THE MEMBERS Notice is hereby given that the 45 th Annual General Meeting of the shareholders of B P Investments Ltd. will be held on Friday, the 30 th September, 2016, at 4.00 P. M. at the Registered Office of the Company at Ideal Plaza, South Block, 4 th Floor, 11/1, Sarat Bose Road, Kolkata-700 020, to transact the following business: AS ORDINARY BUSINESS: 1. To receive, consider and adopt the audited financial statements of the Company for the year ended 31 st March, 2016 including the audited Balance Sheet as at 31 st March, 2016, Statement of Profit & Loss for the year ended on that date, and the Reports of the Directors’ and the Auditors’ thereon. 2. To appoint a Director in place of Smt. Sonal Hada, who retires by rotation and being eligible, offers herself for re-appointment. 3. To appoint/ratify the appointment of M/s Singhi & Co., Chartered Accountants (ICAI Registration No. 305161), as Statutory Auditors of the Company. Ideal Plaza, South Block, 4 th Floor 11/1, Sarat Bose Road, Kolkata, the 30 th May, 2016. By Order of the Board, Sd/- S. K. SEKSARIA Managing Director (DIN:00309725) NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. 2. Proxies Forms, in order to be effective, must be properly signed and received by the Company not less than 48 hours before the meeting. 3. The Register of Members of the Company shall remain closed from 26 th September, 2016 to 30 th September, 2016 (both days inclusive).
Notice is hereby given that the 45th Annual General Meeting of the shareholders of B P InvestmentsLtd. will be held on Friday, the 30th September, 2016, at 4.00 P. M. at the Registered Office of theCompany at Ideal Plaza, South Block, 4th Floor, 11/1, Sarat Bose Road, Kolkata-700 020, totransact the following business:
AS ORDINARY BUSINESS:
1. To receive, consider and adopt the audited financial statements of the Company for the yearended 31st March, 2016 including the audited Balance Sheet as at 31st March, 2016, Statementof Profit & Loss for the year ended on that date, and the Reports of the Directors’ and theAuditors’ thereon.
2. To appoint a Director in place of Smt. Sonal Hada, who retires by rotation and being eligible,offers herself for re-appointment.
3. To appoint/ratify the appointment of M/s Singhi & Co., Chartered Accountants (ICAI
Registration No. 305161), as Statutory Auditors of the Company.
Ideal Plaza, South Block, 4th Floor11/1, Sarat Bose Road,Kolkata, the 30th May, 2016.
By Order of the Board,
Sd/-S. K. SEKSARIA
Managing Director(DIN:00309725)
NOTES:1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED
TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THEPROXY NEED NOT BE A MEMBER OF THE COMPANY.
2. Proxies Forms, in order to be effective, must be properly signed and received by the Companynot less than 48 hours before the meeting.
3. The Register of Members of the Company shall remain closed from 26th September, 2016 to 30th
September, 2016 (both days inclusive).
4. The equity shares of the Company are activated for dematerialization with National SecuritiesDepository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) underISIN No. INE INE489J01018.
5. This notice is being sent to all the members whose name appears as on 5th September, 2016 inthe register of members or beneficial owners as received from M/s. S. K. Infosolutions Pvt.Ltd., the Registrar and Transfer Agent of the Company.
6. A person whose name is recorded in the register of members or in the register of beneficialowners maintained by the depositories as on Monday, 26th September, 2016 (“the Cut offDate”) only shall be entitled to vote through Remote E-voting and at the AGM. The votingrights of Members shall be in proportion to their share of the paid-up equity share capital of theCompany as on the Cut off Date.
7. Members are requested to notify promptly any change in their address to the Company’sRegistrars and Share Transfer Agent, M/s. S. K. Infosolutions Pvt. Ltd. The members are alsorequested to send all correspondence relating to Shares, including transfers and transmissions tothe above Registrars and Share Transfer Agent.
8. The facility for making nominations is available for members in respect of the shares held bythem. Nomination Form can be obtained from the Company’s Registered Office.
9. Electronic copy of the Annual Report for the year 2015-16, Notice of the Annual GeneralMeeting along with Attendance Slip and Proxy Form are being sent to all the members whoseE-mail IDs are registered with the Company/Depository Participants(s) for communicationpurposes unless any member has requested for a hard copy of the same. For members who havenot registered their E-mail address, physical copies of the Annual Report for the year 2015-16 isbeing sent in the permitted mode.
10. Members desirous of obtaining information in respect of accounts and operations of theCompany are requested to send queries in writing to the Company at the registered office, so asto reach at least seven days before the date of the meeting so that proper information can bemade available at the meeting.
11. The shares of the Company have been listed at The Calcutta Stock Exchange Limited only and
the Company has already paid Listing Fees to the said Stock Exchanges for the year 2016-17.
The Company has applied for delisting of its shares from The Calcutta Stock Exchange Ltd.
which being processed by CSE.
12. Register of Directors and Key Managerial Personnel and their shareholding maintained underSection 170 of Companies Act, 2013 and Register of Contracts or arrangements in whichDirectors are interested maintained under Section 189 of the Companies Act, 2013 will beavailable for inspection by the members at the Annual General Meeting.
13. All the documents referred to in the Notice will be available for inspection by the Members atthe Registered Office of the Company between 11.00 a.m. and 1.00 p.m. on all working daysfrom the date hereof upto the date of the Meeting.
14. The voting for the agenda items as mentioned in the Notice shall be done in the followingmanner:
(i) Members may cast their votes through electronic means by using an electronic votingsystem from a place other than the venue of AGM (“Remote E-voting”) in the mannerprovided below during the e-voting period mentioned below in Para (16)(C).
(ii) At the venue of AGM, voting shall be done through ballot papers (“Ballot Paper”) and themembers attending AGM who have not casted their vote by Remote E-voting shall beentitled to cast their vote through Ballot Paper.
(iii) A Member may participate in the AGM even after exercising his right to vote throughRemote E-voting but shall not be allowed to vote again at the venue of the AGM. If aMember casts votes through Remote E-voting and also at the AGM, then voting donethrough Remote E-voting shall prevail and voting done at the AGM shall be treated asinvalid.
15. Pursuant to Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies(Management and Administration) Rules, 2014 as amended by the Companies (Managementand Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, the Company is pleased toprovide facility of Remote E-voting to all its Members, to enable them to cast their votes on allResolutions set forth in this Notice electronically and the business mentioned in the Notice maybe transacted through e-voting. Remote E-voting is optional and not mandatory. The Companyhas engaged the services of National Securities Depository Limited (NSDL) for the purpose ofproviding Remote E-voting facility to all its Members. The process and manner of Remote E-voting are as under:
A. Instruction for E-voting by Members whose E-mail IDs are registered with theCompany/Depository Participant(s):
(i) Members whose E-mail addresses are registered with the Company/DepositoryParticipant(s) will receive an E-mail from NSDL informing the “USER-ID” and“PASSWORD”.
(ii) Open e-mail and open PDF file viz. ‘BPI e-voting.pdf’’ with your Client ID No. orFolio No. as password. The said PDF file contains your user ID andpassword/PIN for remote e-voting. Please note that the password is an initialpassword.
(iii) Launch internet browser by typing the URL: https://www.evoting.nsdl.com.
(iv) Click on Shareholder – Login.
(v) Enter user ID and password as initial password/PIN noted in step (i) above.Click Login.
(vi) Password change menu appears. Change the password with a new password ofyour choice with minimum 8 digits / characters or combination thereof. Note newpassword. It is strongly recommended not to share your password with any otherperson and take utmost care to keep your password confidential.
(vii) Home page of remote e-voting opens. Click on e-voting Active Voting Cycles.
(ix) Now you are ready for e-voting as Cast Vote page opens.
(x) Cast your vote by selecting appropriate option and click on “Submit” and also“Confirm” when prompted.
(xi) Upon confirmation, the message “Vote cast successfully” will be displayed.
(xii) Once you have voted on the Resolution, you will not be allowed to modify yourvote.
(xiii) Institutional Members (i.e. other than individuals, HUF, NRI etc.) are required tosend scanned copy (in PDF / JPG Format) of the relevant Board Resolution /Authority letter etc. together with attested specimen signature of the dulyauthorised signatory(ies) who are authorised to vote, to the Scrutinizer throughE-mail to [email protected] with a copy marked to [email protected].
B. Instruction for E-voting by Members who’s E-mail IDs is not registered withCompany/Depository Participant(s) or requesting physical copy:
(i) For Members whose E-mail IDs are not registered with the Company/DepositoryParticipant(s), will be receiving notice of AGM by post.
(ii) Initial password is provided on the attendance slip for the AGM.
(iii) Please follow all steps from Sl. No. (iii) to (xiii) of (A) above, to cast vote.
Notes:(a) Login to the e-voting website will be disabled upon five unsuccessful attempts
to key in the correct password. In such an event, you will need to go throughthe “Forgot Password” option available on the site to reset the password.
(b) If you are already registered with NSDL for e-voting then you can use yourexisting User ID and password for casting your vote.
(c) You can also update your mobile number and E-mail ID in the user profiledetails of the folio, which may be used for sending future communication(s).
(d) Once the vote on a Resolution is cast by a Member, he/she shall not beallowed to change it subsequently or cast the vote again.
C. E-voting Period:The Remote E-voting period commences on Tuesday, 27th September, 2016 (9.00 a.m.) andends on Thursday, 29th September, 2016 (5.00 p.m.). During the aforesaid period, Membersof the Company may opt to cast their votes through Remote E-voting. After 29th
September, 2016 (5.00 p.m.) the Remote E-voting facility will be blocked.
D. User ID and Password for the members who became Members after dispatch of AGMnotice:Persons who have acquired shares and became members of the Company after dispatch ofthe notice of AGM but before the cut off date of 26th September, 2016, may obtain theiruser ID and password for e-voting from the Company’s Registrar and Share Transfer Agentor NSDL.
E. Queries in relation to E-voting:In case of any queries, you may refer to the “Frequently Asked Questions (FAQs) for membersand e-voting user manual for members” available at the ‘downloads’ section ofwww.evoting.nsdl.com. For any further grievance related to the Remote E-voting membersmay contact NSDL at the following contact information:
16. Members who have not exercised the option of Remote E-voting shall be entitled to participateand vote at the venue of the AGM on the date of the AGM. Voting at the venue of AGM shallbe done through Ballot Papers and Members attending the AGM shall be able to exercise theirvoting rights at the meeting through Ballot Papers. After the agenda item has been discussed,the Chairman will instruct the Scrutinizer to initiate the process of voting on all the Resolutionsthrough Ballot Papers.The Ballot Paper/s will be issued to the Shareholders/Proxyholders/Authorised Representatives present at the AGM. The shareholders may exercise theirright of vote by tick marking (√) against “FOR” or “AGAINST” as his/her choice may be, onthe agenda item in the Ballot Paper and drop the same in the Ballot Box(es) kept at the meetinghall for this purpose.
17. Mrs. Prity Agarwal, Practicing Company Secretary (Membership No.33094) having consentedto act as Scrutinizer has been appointed as Scrutinizer (“Scrutinizer”) for scrutinizing the votingprocess (Ballot Paper as well as Remote E-voting) in a fair and transparent manner.
The Scrutinizer shall immediately after the conclusion of voting at the AGM, first count thevotes cast at the AGM by Ballot Papers and thereafter unblock the votes casted throughe-voting in the presence of at least two witnesses not in the employment of the Company. TheScrutinizer shall, within a period not exceeding three days from the conclusion of the AGM,prepare and present a consolidated report of the total votes cast in favour or against, if any, tothe Chairman of the Company or a person authorised by him in writing who shall countersignthe same.
18. The result of voting (Remote E-voting and the voting at the AGM) on the Resolutions shall bedeclared within 3 days from the date of AGM by the Director or any person authorised by himfor this purpose. The results declared along with the report of the Scrutinizer shall be placed onthe website of the Company i.e. www.reliancejute.com in the investor’s relation section and onthe website of NSDL i.e. www.evoting.nsdl.com immediately after the result is declared andsimultaneously communicated to the Calcutta Stock Exchange Ltd.
19. Members holding shares in physical form and desirous of making a nomination in respect oftheir shareholding in the Company, as permitted under Section 72 of the Companies Act, 2013or any statutory re-enactment thereof, are requested to submit the request in prescribed formSH-3 to the RTA.
Ideal Plaza, South Block, 4th Floor11/1, Sarat Bose Road,Kolkata, the 30th May, 2016.
By Order of the Board,Sd/-
S. K. SEKSARIAManaging Director
(DIN:00309725)
B P INVESTMENTS LIMITED
Directors' Report
DEAR MEMBERS,
Your Directors have pleasure in presenting the audited Balance Sheet of the Company as at 31st
March, 2016 and the Statement of Profit and Loss for the year ended on that date for your perusal,consideration and adoption.
FINANCIAL RESULTS:
The Company’s results for the year ended 31st March, 2016 shows a loss of Rs.2,98,175/- which hasbeen deducted from the credit balance brought forward from previous year amounting toRs.73,40,375/-, thereby leaving a balance surplus of Rs.70,42,200/- which has been carried toBalance Sheet.
DIRECTORS:
Smt. Sonal Hada retires by rotation from the office of Directors at the forthcoming Annual GeneralMeeting of the Company and being eligible, offers herself for re-appointment.
Non-Executive Woman DirectorSmt. Sonal Hada (DIN: 00305420) is already on the Board.
Managing DirectorShri Shiv Kumar Seksaria, (DIN: 00309725) is the Managing Director of the Company.
Statement Of Declarations Given By Independent DirectorsAll Independent Directors of the Company have given declarations that they meet the criteria ofIndependence as provided in Section 149(6) of the Companies Act, 2013.
NUMBER OF MEETINGS OF THE BOARD
The Board of Directors met 7 (Seven) times during the year under review. More details are availablein the Corporate Governance Report.
CORPORATE GOVERNANCE:
In compliance with the requirement of Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Rules, 2015, a separate report on Corporate Governance along with a certificatefrom the Practicing Company Secretary confirming the compliance is attached as Annexure – Iwhich forms part of this report.
STATUTORY AUDITORS:
M/s Singhi & Co., Chartered Accountants (ICAI Registration No. 302049E), Statutory Auditors ofthe Company was appointed for a consecutive term of three years to hold office upto 2017 subjectto ratification by the members in every annual general meeting. The Board recommends ratifyingthe tenure of M/s Singhi & Co., Chartered Accountants (ICAI Registration No. 302049E), StatutoryAuditors of the Company from the conclusion of the ensuing Annual General Meeting until theconclusion of the next Annual General Meeting.
SECRETARIAL AUDITORS
A Secretarial Audit was conducted by the Secretarial Auditor, Ms. Prity Agarwal (ACS No. 33094),Practicing Company Secretary (having C.P. No.14676), in accordance with the provisions of Sec.204 of the Companies Act, 2013. The Secretarial Auditor’s Report is attached as Annexure – II andforms part of this Report of the Directors. There are some qualifications or observations or remarksmade by the Secretarial Auditor in the Report.
EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return of the Company as provided under sub-section 3 of Section 92 ofthe Companies Act, 2013 as on 31st March, 2016 is given in Annexure – III forming part of thisreport.
AUDITORS' REPORT
Points raised in the Auditors’ Report are mentioned in the Notes which are self-explanatory.
DEPOSITS
The Company has not accepted any deposits from the public, and as such, there are no outstandingdeposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.
DISCLOSURE
Following disclosures are made under The Companies (Accounts) Rules, 2014:
(i) The financial summary or highlights are discussed at the beginning of this report;
(ii) There is no change in the nature of business;
(iii) There is no company which has become or ceased to be the Company’s subsidiary, jointventure or associate Company during the year.
(iv) No significant and material order was passed by the regulators or courts or tribunalsimpacting the going concern status and the Company’s operations in future.
LOANS, GUARANTEES AND INVESTMENTS
There were no Loans, Guarantees and Investments of the company during the financial year2015- 16.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There was no related party transaction during the year under review.
INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013
The provisions relating to conservation of energy, technology absorption and foreign exchangeearnings and outgo required under Sec. 134(3)(m) read with Rule 8(3) of the Companies (Accounts)Rules, 2014 is not applicable to the Company.
The prescribed particulars of Employees required under Sec. 134(3)(q) read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is notapplicable to the Company.
PARTICULARS OF EMPLOYEES
Disclosure in terms of provisions of Section 197(12) of the Companies Act, 2013 read with rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is notapplicable to the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring compliance with the provisionsof Sec. 134(3)(c) read with Sec. 134(5) of the Companies Act, 2013 in the preparation of annualaccounts for the year ended on 31st March, 2016 and state that:
(a) in the preparation of annual accounts, the applicable accounting standards have beenfollowed along with proper explanation relating to material departures;
(b) the Directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of the loss ofthe Company for that period;
(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act, for safe-guarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts on a going concern basis.
(e) the Directors have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and are operating effectively; and
(f) there is a proper system to ensure compliance with the provisions of all applicable laws andthat such systems are adequate and operating effectively.
ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a vigil mechanism / whistle blower policy. The policy allowsintimation of concern or misconduct made in good faith by affected persons through a writtencommunication. Audit Committee oversees the vigil mechanism for disposal of the complaint.Direct access to the Chairperson of the Audit Committee is also allowed in exceptional cases.
APPRECIATION
Your Directors record their sincere appreciation of the dedication and commitment of all employeesat all levels in achieving and sustaining excellence in all areas of the business. Your Directors thankshareholders, customers, suppliers, bankers and other stakeholders for their continuous support tothe Company.
Ideal Plaza, South Block, 4th Floor11/1, Sarat Bose RoadKolkata, the 30th day of May, 2016
Sd/-S. HADA
(DIN:00305476)
Sd/- DIRECTORSS. K. SEKSARIA
(DIN:00309725)
Annexure- IREPORT ON CORPORATE GOVERNANCE
[Pursuant to Part C of Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, “Listing Regulations”]
1. Company’ Philosophy on Code of GovernanceB P Investments Limited firmly believes in the implementation of best practices of corporategovernance so that the company could achieve its corporate goals and further enhancestakeholders’ value. It has been its endeavor to attach a great deal of importance on ensuringfairness, transparency, accountability and responsibility towards all stakeholders, besidesconsistently implementing the best possible practices by providing optimum level ofinformation and benefits to all the stakeholders.
2. Board of Directors:a. Composition and Category of Directors
The Board of Directors (the Board) consists of 6 (six) Directors of which there are threeNon-Executive Independent Directors, One Non- Executive Director, one is WomanDirector and one Managing Director.
No Director is, inter-se, related to any other director on the Board, except Shri SanjayHada and Smt. Sonal Hada, Directors of the Company.
b. Details of DirectorsShri Shiv Kumar Seksaria is the Managing Director of the Company. He is vested withpowers of overall management of the affairs of the Company subject to the superintendenceand guidance of the Board of Directors.
Smt. Sonal Hada on the Board of the Directors of the Company is in conformity with thenew requirement of the Companies Act, 2013.
All Directors have certified that the disqualifications mentioned under Sec. 164, 167 and169 of the Companies Act, 2013 do not apply to them.
Independent Directors have confirmed that they have complied with the Code forIndependent Directors mentioned in Schedule IV of the Companies Act, 2013 and thatthey are not disqualified to act as an independent director in compliance with theprovisions of Section 149 of the Companies Act, 2013.
c. Declaration on compliance with Code of Conduct:All Directors and Senior Management have adhered to the Code of Conduct of theCompany during the year and have signed declarations of compliance to the Code ofConduct. The declaration signed by Shri Shiv Kumar Seksaria, Managing Directoraffirming the compliance of the Code of Conduct by the Board Members and SeniorManagement is given separately in the Annual Report.
d. Shareholding of Directors and Key Managerial PersonnelAs on 31st March, 2016 following shares of the Company were held by Directors and KeyManagerial Personnel of the Company:
Name Designation No. of shares heldas on 31.03.2016
Shri Shiv Kumar Seksaria Managing Director -Shri Sanjay Hada Non-Executive Director -
Smt. Sonal Hada Non-Executive Director 83900Shri Govind Ram Banka Independent Director -
Shri Piyush Bhartia Independent Director -
Shri Brijendra Kumar Kedia Independent Director -
e. Board Meetings, Annual General Meeting and AttendanceDuring the financial year ended 31st March, 2016 , 7(seven) Board Meetings were held on30th April, 2015, 29th May, 2015, 30th July, 2015, 21st August, 2015, 24th August, 2015,6th November, 2015 and 10th February, 2016.
The Attendance of the Directors at the Board Meetings and the Annual General Meetingand remuneration paid to them for attending the Board meetings is given below:
f. Board CommitteeThe Board of Directors has constituted the Audit Committee and also Nomination andRemuneration Committee on 29th May, 2015 in compliance with the requirements of theCompanies Act, 2013 and Corporate Governance requirements under SEBI ListingRegulations.
The composition, terms of reference, attendance and other details of these Committees arementioned later in this Report.
g. Directorships and Committee membership in other CompaniesNone of the Directors on the Board is a member of more than 10 Committees andChairman of more than 5 Committees as specified in Regulation 26(1) of SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015.
Independent Directors don’t serve in more than 7 listed companies.
Directorships and membership of Committees in other Companies held by Directors as on31st March, 2016 are given below:
Name of Directors No. of otherDirectorships
No. of other CommitteesChairmanships/MembershipsChairman Member
a) Constitution and Composition:The details of composition of the Audit Committee under the provisions of Sec. 177 of theCompanies Act, 2013 and Regulation 18 of the Listing Regulations are as under:
Name of Directors Designation Position in the Committee
Shri Shiv Kumar Seksaria Managing Director Member
Shri Govind Ram Banka Independent Director Member
Shri Piyush Bhartia Independent Director Member
b) Terms of ReferenceThe role and terms of reference of the Audit Committee are in accordance with theprovisions of Section 177 of the Companies Act, 2013 and as specified under Part C ofSchedule II of the Listing Regulations. The role of the Audit Committee includes thefollowing:
oversight of the listed entity’s financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct, sufficientand credible;
recommendation for appointment, remuneration and terms of appointment ofauditors of the listed entity;
approval of payment to statutory auditors for any other services rendered by thestatutory auditors;
reviewing, with the management, the quarterly financial statements and annualfinancial statements together with auditor's report thereon before submission tothe board for approval;
reviewing, with the management, the statement of uses / application of fundsraised through an issue (public issue, rights issue, preferential issue, etc.);
reviewing and monitoring the auditor’s independence and performance, andeffectiveness of audit process;
approval or any subsequent modification of transactions of the listed entity withrelated parties;
scrutiny of inter-corporate loans and investments;
valuation of undertakings or assets of the listed entity, wherever it is necessary;
evaluation of internal financial controls and risk management systems;
reviewing, with the management, performance of statutory and internal auditors,adequacy of the internal control systems;
reviewing the adequacy of internal audit function, if any, including the structure ofthe internal audit department, staffing and seniority of the official heading thedepartment, reporting structure coverage and frequency of internal audit;
discussion with internal auditors of any significant findings and follow up thereon;
reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the board;
discussion with statutory auditors before the audit commences, about the natureand scope of audit as well as post-audit discussion to ascertain any area ofconcern;
to review the functioning of the whistle blower mechanism;
approval of appointment of chief financial officer after assessing thequalifications, experience and background, etc. of the candidate;
Carrying out any other function as is mentioned in the terms of reference of theaudit.
c) Internal AuditThe Internal Auditors appointed by the Company conducts the internal audit and submitits report to the Audit Committee on yearly basis.
d) Meetings and attendanceDuring the financial year 3 meetings of the Audit Committee were held on 30th July, 2015,6th November, 2015 and 10th February, 2016. The attendance of the Directors at thesemeetings is given below:
Name of Directors No. of Meetings held No. of Meetings attendedShri Shiv Kumar Seksaria 3 3Shri Govind Ram Banka 3 3Shri Piyush Bhartia 3 3
Representative of the Statutory Auditors was invited to the meeting of the AuditCommittee. The Chairman of the Audit Committee was present at the last Annual GeneralMeeting.
4. Nomination and Remuneration CommitteeThe details of composition of Nomination and Remuneration Committee pursuant to theprovisions of Sec. 178 of the Companies Act, 2013 and Regulation 19 of the ListingRegulations are as under:
Name of Directors Designation Position in the CommitteeShri Govind Ram Banka Independent Director MemberShri Piyush Bhartia Independent Director MemberShri Brijendra Kumar Kedia Independent Director Member
5. Remuneration to Directorsa) The Directors don’t receive sitting fees for attending the meetings of the Board or any
Committee thereof.
b) Details of remuneration to Executive DirectorsShri Shiv Kumar Seksaria, Managing Director was paid Rs.12,000/- as his remunerationduring the financial year 2015-16.
The Company has not entered into any material pecuniary relationship or transactions withthe Non-Executive Directors.
6. General Body Meetings:a) Location and date/time where last three Annual General Meetings (AGM) were held
and No. of Special Resolutions passed:
AGMNo.
Relatingto
FinancialYear
Date Time Venue No. ofSpecial
Resolutions passed
42nd 31.03.2013 22.08.2013 11.30
A. M.
Ideal Plaza, South Block, 4th
Floor, 11/1, Sarat Bose Road,
Kolkata-700 20
Nil
43rd 31.03.2014 27.09.2014 12.30
P. M.
Ideal Plaza, South Block, 4th
Floor, 11/1, Sarat Bose Road,
Kolkata-700 20
3
44th 31.03.2015 30.09.2015 4.00
P. M.
Ideal Plaza, South Block, 4th
Floor, 11/1, Sarat Bose Road,
Kolkata-700 20
1
At the Annual General Meeting held on 30th September, 2015, one Special Resolutions waspassed for adoption of Articles of Association pursuant to the provisions of Sec. 14 of theCompanies Act, 2013.
b) Postal Ballot:During the year one resolution for voluntarily delisting of shares from The Calcutta StockExchange was passed through Postal Ballot.
7. Disclosures:a) There was no related party transaction during the year which requires disclosure
pursuant to the provisions of the Companies Act, 2013, erstwhile Listing Agreementand the Listing Regulations.
b) There were no instances of non-compliance by the Company or any penalties orstrictures imposed on the Company by Stock Exchange or SEBI or any statutoryauthority on any matter related to capital markets during the last three years.
c) All mandatory requirements and all the non-mandatory requirements haveappropriately been complied with the exception that the Company doesn’t send thehalf yearly financial performance to each household of shareholders who have notregistered their E~mail ID with the Company or the Depository Participants.
d) No presentations were made to institutional investors and analysts during the year.
e) The Company doesn’t have any subsidiary.
f) There was no public issue, rights issues or other public offerings during the past fiveyears. The Company has not issued any GDRs/ADRs/Warrants or any convertibleinstruments.
8. Means of communication:a) The quarterly, half yearly and annual financial results of the Company are forwarded
to The Calcutta Stock Exchange Limited (CSE) upon approval by the Board ofDirectors and are published in a Newspaper in English and Bengali (RegionalLanguage) and are also uploaded on the website of the company atwww.reliancejute.com simultaneously.
b) Shareholders communication including Notices and Annual Reports are being sent tothe e~mail address of members available with the Company and the Depositories.Annual Accounts are sent to Members at least 25 days before the date of AnnualGeneral Meeting.
c) Address for CommunicationAll communication regarding share transactions, change of address, bank mandates,nominations etc. should be addressed to the Registrars and Share Transfer Agents ofthe Company at the following address:
S. K. Infosolutions Pvt. Ltd.34/1A, Sudhir Chatterjee StreetKolkata-700 006Tel. No.: (033) 2219 6797Fax No. : (033) 2219 4815E~mail: [email protected]
Complaints, if any, may also be addressed to the Managing Director at the RegisteredOffice at Ideal Plaza., South Block, 4th Floor, 11/1, Sarat Bose Road, Kolkata-700 020or sent by E~mail at [email protected]
9. General Shareholders Information:
a) AGM: Date, Time and Venue : 30th September, 2016 at 4.00 P. M. 2016 atIdeal Plaza, South Block, 4th Floor,11/1, Sarat Bose Road, Kolkata-700 020.
b) Financial Year : The Financial Year of the Company endedon 31st March, 2016.
c) Date of Book Closure : From 26th September, 2016 to 30th
September, 2016 (both days inclusive).
d) Dividend payment date : No dividend was recommended fordeclaration for the year ended 31st March,2016.
e) Listing of Securities : The Calcutta Stock Exchange Ltd.7, Lyons RangeKolkata-700 001
The Company has applied for delisting ofshares from The Calcutta Stock ExchangeLtd.
f) Stock Code-PhysicalDemat ISIN Number for NSDL& CDSL
: 12122 at The Calcutta Stock Exchange Ltd.INE 489J01018.
g) Market Price Data (High / Lowduring each month in 2014-15)
: Information has been given at the end ofClause 9
h) Stock performance of theCompany in comparison to CSESensex.(April, 2015 to March, 2016)
j) Share Transfer System : Information has been given at the end ofClause 9
k) Distribution of Shareholding ason 31st March, 2016
Information has been given at the end ofClause 9
l) Dematerialization of shares andliquidity
: As on 31st March, 2016, 75.28% of theCompany’s paid-up share capital representing105398 shares is held in dematerialized form.
m) Outstanding GDRs / ADRs /Warrants or any convertibleinstruments, conversion datelikely impact on equity
: Not issued
n) Plant location : N.A.
m) Address for correspondence : B P Investments Ltd.CIN: L65993WB1971PLC028138“VNSS” Business CentreIdeal Plaza, South Block, 4th Floor11/1, Sarat Bose RoadKolkata-700 020Phone: (033) 2280 7017/18Fax: (033) 2280 7016E~mail: [email protected]
Information in respect of clause 9(g)Market Price data: High, Low during 2015-16 is given in the table below:
Share Transfer SystemShare transfers in physical and demat form are processed by the Registrar and Share TransferAgent, M/s S. K. Infosolutions Pvt. Ltd. on regular basis. The transfer/transmission ofshares is approved in accordance with the powers delegated by the Board of Directors to theManaging Director and Directors of the Company.
The shares lodged for transfers/dematerialisation are processed within 15 days from the dateof their lodgement, if transfer instruments are found valid and complete in all respects.
Information in respect of clause 9(k)(a) Distribution of shareholdings as on 31st March, 2016:
Category No. of Shares PercentagePromoter/ Promoter Group 104973 74.98Financial Institutions/Banks - -Other Corporate Bodies 10610 7.58General Public 24425 17.45Non-Resident Individuals - -Total 140008 100.00
Ideal Plaza, 11/1, Sarat Bose RoadKolkata, Dated: 30th May, 2016
For and on behalf of the Board
Sd/-S. K. SEKSARIA
Managing Director(DIN:00309725)
Declaration regarding Code of Conduct as required under SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015
I hereby declare that all the Board Members and Key Managerial Personnel (including SeniorManagement Personnel) of the Company have affirmed compliance with the Company’s Code ofConduct for the financial year ended 31st March, 2016.
KolkataDated: 30th May, 2016
For and on behalf of the BoardSd/-
S. K. SEKSARIAMANAGING DIRECTOR
(DIN:00309725)
Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification as requiredunder Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015
ToThe Board of DirectorsB P Investments Ltd.
I, the undersigned, in our respective capacities as Managing Director of B P Investments Ltd., (‘theCompany’) to the best of my knowledge and belief certify that:
(a) I have reviewed financial statements and the cash flow statement for the year ended 31st March,2016 and based on my knowledge and belief, I state that
(i) these statements do not contain any materially untrue statement or omit any material factor contain statements that might be misleading;
(ii) these statements together present a true and fair view of the Company’s affairs and are incompliance with existing Accounting Standards, applicable laws and regulations.
(b) There are, to the best of our knowledge and belief, no transactions entered into by theCompany during the year which are fraudulent, illegal or violative of the Company’s Code ofConduct.
(c) I accept responsibility for establishing and maintaining internal controls for financial reportingand have evaluated the effectiveness of internal control systems of the Company pertaining tofinancial reporting and I have disclosed to the Auditors and the Audit Committee, deficienciesin the design or operation of such internal controls, if any, of which I am aware and the steps Ihave taken or propose to take to rectify these deficiencies.
(d) I have indicated to the Auditors and the Audit Committee that –
(i) there have not been any significant changes in internal control over financial reportingduring the year under reference;
(ii) there have not been any significant changes in accounting policies during the year requiringdisclosure in the notes to the financial statements.
(iii) there have not been any instances during the year of significant fraud of which I hadbecome aware and the involvement therein, if any, of the management or an employeehaving a significant role in the Company’s internal control system over financial reporting..
Place: KolkataDate: 30th May, 2016
S. K SEKSARIA
MANAGING DIRECTOR(DIN:00309725)
Practicing Company Secretaries Certificate on compliance with the conditions of CorporateGovernance under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
To the Members of B P Investments Ltd.
I have examined the compliance of conditions of corporate governance by B. P. Investments Ltd.(the Company) for the year ended 31st March, 2016, as stipulated in SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 and Clause 49 of the erstwhile Listing Agreement ofthe Company with The Calcutta Stock Exchange Limited.
The compliance of conditions of corporate governance is the responsibility of the management. Ourexamination was limited to procedures and implementation thereof, adopted by the Company forensuring the compliance of the conditions of corporate governance. It is neither an audit nor anexpression of opinion on the financial statements of the Company.
In my opinion and to the best of my information and according to the explanations given to me, Icertify that the Company has complied with the conditions of corporate governance as stipulated inthe above mentioned listing agreement.
I have been explained that no investor grievances are pending for a period exceeding one monthagainst the Company as per the records maintained by the Company.
I further state that such compliance is neither an assurance as to the future viability of the Companynor the efficiency or effectiveness with which the management has conducted the affairs of theCompany.
Dated the 30th day of May, 2016
Prity AgarwalCompany Secretary
Registration No. 33094Membership No14676
Annexure – II
MR3
SECRETARIAL AUDIT REPORTFor ((For the financial year ended 31st March, 2016)
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,The Board of DirectorsB. P. Investments Ltd.Ideal Plaza, South Block, 4th Floor11/1, Sarat Bose RoadKolkata-700 020
I have conducted the secretarial audit of the compliance of applicable statutory provisions and theadherence to good corporate practices by B. P. Investments Ltd. (hereinafter called “theCompany”). Secretarial Audit was conducted in a manner that provided us a reasonable basis forevaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Basedon our verification of the books, papers, minute books, forms and returns filed and other recordsmaintained by the Company and also the information provided by the Company, its officers, agentsand authorized representatives during the conduct of secretarial audit, I hereby report that in myopinion, the Company has, during the audit period ended on 31st March, 2016 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent, in the manner and subject to the reporting madehereinafter:
I have examined the books, papers, minute books, forms and returns filed and other recordsmaintained by Ajay Investment Enterprise Ltd. (“the Company”) for the period ended on 31st
March, 2016 according to the provisions of:
1. The Companies Act, 2013 (the Act) and the Rules made there under;
2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made there under;
3. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
4. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder tothe extent of Foreign Direct Investment, Overseas Direct Investment and External CommercialBorrowings;
5. The following Regulations and Guidelines prescribed under the Securities and Exchange Boardof India Act, 1992 (‘SEBI Act’) to the extent applicable to the Company:
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,1992;
c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations, 2009;
d. The Securities and Exchange Board of India (Registrars to an Issue and Share TransferAgents) Regulations, 1993 regarding the Companies Act and dealing with client;
e. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,2009;
f. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
g. the Company has complied with the requirements under the Equity Listing Agreementsentered into with the Calcutta Stock Exchange Ltd.; and
h. The Memorandum and Articles of Association.
I have also examined compliance with the applicable clauses of the following:
i) Secretarial Standards issued by The Institute of Company Secretaries of India.ii) The Listing Agreements entered into by the Company with the Calcutta Stock Exchange
Ltd.
During the period under review the Company has complied with the provisions of the Act,Rules, Regulations, Guidelines, Standards, Listing Regulations etc mentioned above.
2. I further report that:The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors, Non-Executive Directors and Independent Directors. The changes inthe composition of the Board of Directors that took place during the period under reviewwere carried out in compliance with the provisions of the Act.
The Company has appointed Managing Director but Company Secretary and CFO havenot been appointed by the Company pursuant to the provisions of the Companies Act,2013 and the Listing Agreement.
The Company has duly constituted Audit Committee, Nomination and RemunerationCommittee but constitution of other Committees as per provisions of the Companies Act,2013 erstwhile Listing Agreement and the Listing Regulations are not applicable to theCompany.
Adequate notice is given to all directors to schedule the Board Meetings, agenda anddetailed notes on agenda were sent at least seven days in advance, and a system exists forseeking and obtaining further information and clarifications on the agenda items before themeeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members’ views are captured andrecorded as part of the minutes.
The Company has obtained all necessary approvals under the various provisions of the Act;
There was no prosecution initiated and no fines or penalties were imposed during the yearunder review under the Act, SEBI Act, SCRA, Depositories Act, Listing Agreement andRules, Regulations and Guidelines framed under these Acts against / on the Company, itsDirectors and Officers;
The Directors have complied with the disclosure requirements in respect of their eligibilityof appointment, their being independent and compliance with the Code of BusinessConduct & Ethics for Directors and Management Personnel;
3. I further report that based on the information received and records maintained there areadequate systems and processes in the Company commensurate with the size and operations ofthe Company to monitor and ensure compliance with applicable laws, rules, regulations andguidelines.
I further report that there are adequate systems and processes in the company commensuratewith the size and operations of the Company to monitor and ensure compliance with applicablelaws, rules, regulations and guidelines.
Place: KolkataDated the 30th day of May, 2016
Prity AgarwalPracticing Company Secretary
Membership No. 33094C. P. No. 14676
Annexure – III
FORM No. MGT-9
EXTRACT OF ANNUAL RETURN
as on financial year ended 31st March, 2016[Pursuant to Sec. 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and
Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS
(i) CIN : L65993WB1971PLC028138
(ii) Registration Date : 27th November, 1971
(iii) Name of the Company : B. P. Investments Ltd.
(iv) Category / Sub-Category of theCompany
: Company limited by shares /Indian Non-Government Company
(v) Address of the Registered Officeand contact details
(iii) Change in Promoters’ Shareholding (please specify, if there is no change)
Sl.No.
Shareholding at the beginningof the year
Cumulative Shareholdingduring the year
No. of shares % of totalshares of the
company
No. of shares % of totalshares of the
company
1. Smt. Vinita Ahmed
At the beginning of the year 100 0.07 100 0.07
Change during the year There was no change during the year
At the end of the year 100 0.07 100 0.07
2. Smt. Nandita Jain
At the beginning of the year 150 0.11 150 0.11
Change during the year There was no change during the year
At the end of the year 150 0.11 150 0.11
3. Smt. Smita Poddar
At the beginning of the year 100 0.07 100 0.07
Change during the year There was no change during the year
At the end of the year 100 0.07 100 0.07
4. Smt. Sonal Hada
At the beginning of the year 83900 59.93 83900 59.93
Change during the year There was no change during the year
At the end of the year 83900 59.93 83900 59.93
5. Ajay Investments Ent. Ltd.
At the beginning of the year 673 0.48 673 0.48
Change during the year There was no change during the year
At the end of the year 673 0.48 673 0.48
6. Shraddha Investments Ltd.
At the beginning of the year 11000 7.86 11000 7.86
Change during the year There was no change during the year
At the end of the year 11000 7.86 11000 7.86
7. Aravali Niwas Ltd.
At the beginning of the year 8650 6.18 8650 6.18
Change during the year There was no change during the year
At the end of the year 8650 6.18 8650 6.18
8. Akshat Gases Ltd.
At the beginning of the year 400 0.29 400 0.29
Change during the year There was no change during the year
At the end of the year 400 0.29 400 0.29
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holdersof GDRs and ADRs):
Sl.No.
Shareholding at thebeginning of the year
Cumulative Shareholdingduring the year
For Each of the Top 10 Shareholders No. ofshares
% of totalshares of the
company
No. of shares % of totalshares of the
company1. Shri Anand Kumar Bubna
At the beginning of the year 5375 3.84 5375 3.84Change during the year No change during the yearAt the end of the year 5375 3.84 5375 3.84
2. Shri Bharat GoenkaAt the beginning of the year 5225 3.73 5225 3.73Change during the year No change during the yearAt the end of the year 5225 3.73 5225 3.73
3. Shri Sanjay DudheriaAt the beginning of the year 5225 3.73 5225 3.73Change during the year No change during the yearAt the end of the year 5225 3.73 5225 3.73
4. Shri Rajesh Kumar SeksariaAt the beginning of the year 5225 3.73 5225 3.73Change during the year No change during the yearAt the end of the year 5225 3.73 5225 3.73
5. Navratan Management Pvt. Ltd.At the beginning of the year 3500 2.50 3500 2.50Change during the year No change during the yearAt the end of the year 3500 2.50 3500 2.50
6. Dokania Consultants Pvt. Ltd.At the beginning of the year 3335 2.38 3335 2.38Change during the year No change during the yearAt the end of the year 3335 2.38 3335 2.38
8. Shri Sekhar ChatterjeeAt the beginning of the year 3350 2.39 3350 2.39Change during the year No change during the yearAt the end of the year 3350 2.39 3350 2.39
7. Technika Software Pvt. Ltd.At the beginning of the year 3300 2.36 3300 2.36Change during the year No change during the yearAt the end of the year 3300 2.36 3300 2.36
9. Indermal Nirmal Kumar Pvt. Ltd.At the beginning of the year 400 0.29 400 0.29Change during the year No change during the yearAt the end of the year 400 0.29 400 0.29
10. Woodstock Traders & Investors Pvt. Ltd.At the beginning of the year 75 0.05 75 0.05Change during the year No change during the yearAt the end of the year 75 0.05 75 0.05
(v) Shareholding of Directors and Key Managerial Personnel
Sl.No.
Shareholding at thebeginning of the year
Cumulative Shareholdingduring the year
No. ofshares
% of totalshares of
thecompany
No. ofshares
% of totalshares of
thecompany
1. Shri Shiv Kumar Seksaria – M.D
At the beginning of the year No No No No
Change during the year
At the end of the year No No No No
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding / accrued but not due for payment
Secured Loans
excluding
deposits
Unsecured
Loans
Deposits Total
Indebtedness
Indebtedness at the beginning of
the financial year
(i) Principal Amount
(ii) Interest due but not paid
(iii) Interest accrued but not
due
–
–
–
–
–
–
–
–
–
–
–
–
Total (i+ii+iii)
Change in Indebtedness during
the financial year
Addition
Reduction
–
–
–
–
–
–
–
–
Net Change – – – –
Indebtedness at the end of the
financial year
(i) Principal Amount
(ii) Interest due but not paid
(iii) Interest accrued but not
due
–
–
–
–
–
–
–
–
–
–
–
–
Total (i+ii+iii) – – – –
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole-time Director and/or Manager
Sl.No.
Particulars of Remuneration Name of MD/WTD/Manager TotalAmount
(Rs.)Shri Shiv Kumar Seksaria – M. D
1. Gross salary(a) Salary as per provisions contained in
Sec. 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
(c) Profits in lieu of salary under Sec.17(3) Income-tax Act, 1961
TO THE MEMBERS OF B P INVESTMENTS LTDREPORT ON THE STANDALONE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of B P INVESTMENTS LTD (‘the Company’),which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss and theCash Flow Statement for the year then ended, and a summary of significant accounting policies andother explanatory information.
MANAGEMENT’S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of theCompanies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that givea true and fair view of the financial position, financial performance and cash flows of the Company inaccordance with the accounting principles generally accepted in India, including the AccountingStandards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014. This responsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventing anddetecting frauds and other irregularities; selection and application of appropriate accounting policies;making judgments and estimates that are reasonable and prudent; and design, implementation andmaintenance of adequate internal financial controls, that were operating effectively for ensuring theaccuracy and completeness of the accounting records, relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from material misstatement,whether due to fraud or error.
AUDITOR’S RESPONSIBILITY
Our responsibility is to express an opinion on these standalone financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards andmatters which are required to be included in the audit report under the provisions of the Act and theRules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10)of the Act. Those Standards require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether the financial statements are free from materialmisstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and thedisclosures in the financial statements. The procedures selected depend on the auditor’s judgment,including the assessment of the risks of material misstatement of the financial statements, whether dueto fraud or error. In making those risk assessments, the auditor considers internal financial controlrelevant to the Company’s preparation of the financial statements that give a true and fair view in orderto design audit procedures that are appropriate in the circumstances. An audit also includes evaluatingthe appropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company’s Directors, as well as evaluating the overall presentation of thefinancial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour qualified audit opinion on the standalone financial statements.
BASIS OF QUALIFIED OPINION
Non compliance of Section 203 of the Companies Act 2013, read with Rule 8 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, whereby the company has notappointed a Company Secretary and a Chief Financial Officer during the current as well as preceedingFinancial Year.
QUALIFIED OPINION
In our opinion and to the best of our information and according to the explanations given to us, exceptfor the effects of matter described in the basis for qualified opinion, the aforesaid standalone financialstatements give the information required by the Act in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India, of the state of affairs ofthe Company as at 31stMarch 2016 and its loss and its cash flows for the year ended on that date.
EMPHASIS OF MATTER
We draw attention to the following matters in the Notes to the financial statements:
a. Note No. 2.7 paragraph (e) stating the non-availability of 85,712 shares of RJM Investments Ltd.either in physical form or demat. However, the Company has provided full diminution in value ofinvestments amounting to Rs. 197,091/- against the said investment.
b. Note No. 2.16 to the financial statement, which describes uncertainty about the outcome of theappeal filed by the company against the Income Tax Department.
Our opinion is not qualified in respect of these matters.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Act, we give in theAnnexure ‘A’ a statement on the matters specified in the paragraph 3 and 4 of the Order.
2. As required by Section 143 (3) of the Act, we report that:
a. We have sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit.
b. In our opinion proper books of account as required by law have been kept by the Company sofar as it appears from our examination of those books;
c. The balance sheet, the statement of profit and loss and the cash flow statement dealt with bythis Report are in agreement with the books of account;
d. Except for the possible effects of the matter described in Basis for qualified opinion paragraph ,in our opinion, the aforesaid standalone financial statements comply with the AccountingStandards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014;
e. On the basis of the written representations received from the directors as on 31stMarch 2016taken onrecord by the Board of Directors, none of the directors is disqualified as on 31stMarch2016 from being appointed as a director in terms of Section 164 (2) of the Act;
f. The matter described in the Basis of Qualified opinion paragraph, in our opinion, may not havean adverse effect on the functioning of the company.
g. With respect to the adequacy of the internal financial controls over financial reporting of theCompany and the operating effectiveness of such controls, refer to our separate Report inAnnexure ‘B’, and
h. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of ourinformation and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position inits financial statements – refer Note No. 2.16 to the financial statements;
ii. The Company did not have any long term contracts including derivative contracts forwhich there were any material foreseeable losses;
iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.
For SINGHI &CO.Chartered Accountants
Firm‘s Registration No.
Sd/-
(Ankit Dhelia)Partner
Membership No. 069178
Place: KolkataDate: 30th day of May 2016
ANNEXURE-A TO THE INDEPENDENT AUDITORS’ REPORT
The Annexure referred to in our Independent Auditors’ Report to the members of B P Investments Ltd.“the Company” on the financial statements for the year ended 31 March 2016, we report that:
I. (a) The company has maintained proper records to show full particulars including quantitativedetails and situation of the fixed assets.
(b) According to the information and explanation given to us, the fixed assets of the Companyhave been physically verified by the management based on a phased manner and nomaterial discrepancies between the book records and the physical assets have been noticed.
(‘c) According to the information and explanation given to us and on the basis of our examinationof the records of the company, the company does not have any immovable properties andas such the clause is not applicable.
II. The Company does not have any Inventories. Hence the provision of clause (II) of the paragraph3 of the Order is not applicable.
III. The Company has not granted any loans, secured or unsecured to companies, firms LimitedLiability Partnerships or other parties covered in the register maintained under Section 189 of theCompanies Act, 2013. Accordingly, clause (III) of paragraph 3of the Order is not applicable.
IV. In our opinion and according to the information and explanations given to us, the Company hascomplied with the provisions of section 185 and 186 of the Act, with respect to the loans andinvestments made.
V. In our opinion and according to the information and explanations given to us, the Company hasnot accepted any deposits from the public within the meaning of sections 73 to 76 of the Act andthe rules framed there under and hence provision of clause (V) of paragraph 3 of the Order isnot applicable.
VI. The requirements of maintenance of cost records under section 148(1) of the Companies Act,2013 has not been recommended to the Company and hence the provision of clause (VI) ofparagraph 3 of the Order is not applicable.
VII. (a) According to the information and explanations given to us and on the basis of ourexamination of the books of account, the Company is generally regular in depositingundisputed statutory dues including Provident Fund, Employee’s State Insurance, IncomeTax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and otherstatutory dues with the appropriate authorities. According to the information andexplanations given to us and the records of the Company examined by us, no undisputedstatutory dues as above were outstanding as at 31st March, 2016 for a period of more thansix months from the date they became payable.
(b) According to the information and explanations given to us, there were no dues of IncomeTax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax and Cesswhich have not been deposited on account of any dispute except Income Tax amounting toRs.2,29,315/- related to A.Y.2001-02.
VIII. The Company did not have any outstanding dues to financial institutions, banks or debentureholders during the year. Accordingly, clause (VIII) of paragraph 3 of the Order is not applicable.
IX. The company has not raised any money by way of initial public offer or further public offerincluding debt instruments and term loans during the year and accordingly the provision ofclause (IX) of paragraph 3of the Order is not applicable.
X. To the best of our knowledge and belief and according to the information and explanations givento us, no fraud on or by the company has been noticed or reported during the year.
XI. According to the information and explanation given to us and on the basis of our examination ofthe records of the company, the company has paid/provided for managerial remuneration inaccordance with the requisite approvals mandated by the provisions of Section 197 read withSchedule V to the Act.
XII. The company is not a Nidhi Company. Accordingly, clause (XII) of paragraph 3of the Order is notapplicable.
XIII. According to the information and explanations given to us and based on our examination of therecords of the Company, transactions with the related parties are in compliance with sections 177and 188 of the Act where applicable and details of such transactions have been disclosed in thefinancial statements as required by the applicable accounting standards.
XIV. According to the information and explanations give to us and based on our examination of therecords of the Company, the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year. Hence, clause (XIV)of paragraph 3 of the Order is not applicable.
XV. According to the information and explanations given to us and based on our examination of therecords of the Company, the Company has not entered into non-cash transactions with directorsor persons connected with him. Accordingly, clause (XV) of paragraph 3of the Order is notapplicable.
XVI. The Company is required to be registered under section 45-IA of the Reserve Bank of India Act,1934 and it has obtained the registration.
For SINGHI & CO.Chartered Accountants
Firm Registration No.
Sd/-
(Ankit Dhelia)Partner
Membership No.069178
Place: KolkataDate: 30th day of May, 2016
ANNEXURE - B TO THE INDEPENDENT AUDITOR’S REPORT
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143of the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of B P INVESTMENTSLIMITED (“the Company”) as of 31stMarch 2016 in conjunction with our audit of the financialstatements of the Company for the year ended on that date.
MANAGEMENT’S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLSThe Company’s management is responsible for establishing and maintaining internal financial controlsbased on the internal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit of Internal FinancialControls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’).These responsibilities include the design, implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficient conduct of itsbusiness, including adherence to company’s policies, the safeguarding of its assets, the prevention anddetection of frauds and errors, the accuracy and completeness of the accounting records, and thetimely preparation of reliable financial information, as required under the Companies Act, 2013.
AUDITOR’S RESPONSIBILITYOur responsibility is to express an opinion on the Company's internal financial controls over financialreporting based on our audit. We conducted our audit in accordance with the Guidance Note on Auditof Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards onAuditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act,2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting was established and maintained and if such controls operated effectively in allmaterial respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internalfinancial controls system over financial reporting and their operating effectiveness. Our audit of internalfinancial controls over financial reporting included obtaining an understanding of internal financialcontrols over financial reporting, assessing the risk that a material weakness exists, and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor’s judgment, including the assessment of the risks ofmaterial misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion on the Company’s internal financial controls system over financial reporting.
MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTINGA company's internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles. Acompany's internal financial control over financial reporting includes those policies and procedures that(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements in accordance withgenerally accepted accounting principles, and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use,or disposition of the company's assets that could have a material effect on the financial statements.
INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIALREPORTINGBecause of the inherent limitations of internal financial controls over financial reporting, including thepossibility of collusion or improper management override of controls, material misstatements due toerror or fraud may occur and not be detected. Also, projections of any evaluation of the internalfinancial controls over financial reporting to future periods are subject to the risk that the internalfinancial control over financial reporting may become inadequate because of changes in conditions, orthat the degree of compliance with the policies or procedures may deteriorate.
OPINION
In our opinion, the Company has, in all material respects, an adequate internal financial controlssystem over financial reporting and such internal financial controls over financial reporting wereoperating effectively as at 31 March 2016, based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India.
For Singhi & Co.Chartered Accountants
Firm‘s Registration No. 302049E
Sd/-(Ankit Dhelia)
PartnerMembership No. 069178
Place: KolkataDate : 30th day of May, 2016
Note As At As At
No. 31.03.2016 31.03.2015
(Rs.) (Rs.)
I. EQUITY AND LIABILITIES
(1) Shareholder's Funds
(a) Share Capital 2.1 1,400,080 1,400,080
(b) Reserves and Surplus 2.2 19,652,250 19,950,425
(2) Current Liabilities
(a) Trade Payables 2.3 - -
(A)total outstanding dues of micro enterprises and small enterprises: and
(B)total outstanding dues of creditors other than micro enterprises
(c) Long Term Loans And Advances 2.8 33,280 38,384
(2) Current Assets
(a) Cash and Cash Equivalents 2.9 35,414 30,129
(b) Short-Term Loans and Advances 2.10 840,000 2,090,000
(c) Other Current Assets 2.11 204,259 295,193
Total 21,087,054 21,485,002
Significant Accounting Policies 1
The Notes are an integral part of the Financial Statements
As per our Report annexedFor SINGHI & CO.(Chartered Accountants)Firm Regn. No. - 302049E
Sd/-
(Ankit Dhelia ) PartnerM. No. - 069178Place : KolkataDated: The 30th day of May, 2016
DIN : 00309725
Director( G.R. Banka )
DIN : 00207385
( Piyush Bhartia )DIN : 00154138
Director
Sd/-
Sd/-
B. P. INVESTMENTS LIMITEDCIN: L65993WB1971PLC028138
Balance Sheet as at 31st March, 2016
Particulars
Managinh Director( S.K. Seksaria )
Sd/-
NoteFor The Year
EndedFor The Year
EndedNo. 31.03.2016 31.03.2015
(Rs.) (Rs.)
I. Revenue From Operations 2.12 241,502 345,947
II. Other Income 2.13 1,471 4,972
III. Total Revenue ( I +II ) 242,973 350,919
IV. Expenses:
Employee Benefits Expense 2.14 13,200 65,861
Other Expenses 2.15 527,948 560,247
Total Expenses 541,148 626,108
V. Profit /(Loss)Before Tax (III - IV) (298,175) (275,189)
VI. Tax Expense:
(1) Current Tax - -
(2) Income Tax for Earlier Years - (71)
VII. Profit / (Loss) for the period (V -VI) (298,175) (275,118)
VIII. Earning Per Share:
Basic & Diluted (Face Value Rs. 10 per share) (2.13) (1.96)
Significant Accounting Policies 1
The Notes are an integral part of the Financial Statements
As per our Report annexed
For SINGHI & CO.(Chartered Accountants)Firm Regn. No. - 302049E
Sd/-(Ankit Dhelia ) PartnerM. No. - 069178Place : KolkataDated: The 30th day of May, 2016
DIN : 00207385
( Piyush Bhartia )DIN : 00154138
Sd/-
Sd/-
Sd/-
B. P. INVESTMENTS LIMITED
CIN : L65993WB1971PLC028138
Statement of Profit and Loss for the year ended 31st March, 2016
Director
Particulars
Managinh Director( S.K. Seksaria )DIN : 00309725
Director( G.R. Banka )
Particulars For The Year EndedMarch 31, 2016
For The Year EndedMarch 31, 2015
(Rs.) (Rs.)A. Cash Flow from Operating Activities
Net Profit/(Loss) Before Tax (298,175) (275,189)Adjustments for:Depreciation - -Provision for Diminution 118,352 372,155Loss/ (Profit) on Sale of Investment - 88,400Provision for Gratuity - (80,769)Provision Written Back (14,548) (106,355)
Operating Profit before Working Capital Changes (194,371) (1,758)
Increase/(Decrease) in Trade Payables (8,697) 13,140Increase/(Decrease) in Other Current Liabilities (91,076) 91,076(Increase)/Decrease in Long Term Loans And Advances 31,568(Increase)/Decrease in Short Term Loans and Advances 1,250,000 (217,000)(Increase)/Decrease in Other Current Assets 90,934 175,387Cash Generated from Operating activities 1,046,790 92,413Direct Tax (Paid)/Refund 5,105 71Net Cash from Operating Activities (A) 1,051,895 92,484
B. Cash Flow from Investing ActivitiesSale of Investments - 172,250Purchase of Investments (1,046,610) (279,096)Interest Received During The YearNet Cash from Investing activities (B) (1,046,610) (106,846)
C. Cash Flow from Financing ActivitiesIssue of Share Capital - -Interest Paid During The Year - -Net Cash Flow from Financing Activities (C) - -
Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) 5,285 (14,362)Opening Cash and Cash Equivalents 30,129 44,491Closing Cash and Cash Equivalents 35,414 30,129
2. Cash and Cash equivalent at the end of the year consist of:As at As at
31.03.2015 31.03.2014Rs. Rs.
a) Cash in hand - -b) Balance with Banks in Current Account 35,414 30,129TOTAL 35,414 30,129
As per our Report annexed
For SINGHI & CO.(Chartered Accountants)Firm Regn. No. - 302049E
Sd/-(Ankit Dhelia ) PartnerM. No. - 069178Place : KolkataDated: The 30th day of May, 2016
( G.R. Banka )DIN : 00207385
Director( Piyush Bhartia )DIN : 00154138
Sd/-
Sd/-
Sd/-
B. P. INVESTMENTS LIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2016
1. The above Cash Flow Statement has been prepared under the 'Indirect Method' as set out in the AccountingNotes:
iii Shraddha Investments Ltd. 7.86 11,000 7.86 11,000
(i) No Shares have been allotted or have been bought back by the company during the period of 5 years preceding the date as at whichthe Balance Sheet has been prepared
PAR VALUE PER SHARE
NUMBER OF SHARES ISSUED, SUBSCRIBED AND FULLY PAID
Particulars
Total
Particulars
Equity Shares
Total
PARTICULARS
NUMBER AND AMOUNTS OF SHARES AUTHORIZED
B. P. INVESTMENTS LIMITED
AS AT 31st MARCH, 2015AS AT 31st MARCH, 2016
Equity Shares
Name Of The Shareholder
The Company has only one class of issued shares i.e. Equity Shares having par value of Rs. 10 per share. Each holder of Ordinary Shares is entitled toone vote per share and equal right for dividend. The dividend proposed by the Board of Directors is subject to the approval of shareholders inensuing Annual General Meeting, except. In the event of liquidation, the ordinary shareholders are eligible to receive the remaining assets of theCompany after payment of all preferential amounts, in proportion to their shareholding.
Equity Shares
RECONCILIATION OF SHARES OUTSTANDING
AGGREGATE NUMBER OF SHARES HELD BY HOLDING COMPANY/ULTIMATE HOLDING COMPANY AND THEIRSUBSIDIARIES/ASSOCIATES
SHARES OF THE COMPANY HELD BY EACH SHAREHOLDER HOLDINGMORE THAN 5 % SHARES
(c) RESERVE FUND (Pursuant to Section 45-IC of R B I Act, 1934)
Opening Balance 2,679,600 2,679,600Add : Provided during the year - -Closing Balance 2,679,600 2,679,600
(d) SURPLUS
Opening Balance 7,340,375 7,622,376Add : Net profit after Tax transferred from Statement of Profit & Loss (298,175) (275,118)Amount available for appropriation 7,042,200 7,347,258
Less: Appropriations Impact on residual value of assets ( Refer Accompanying Note 2.7 - 6,883Balance Surplus 7,042,200 7,340,375
19,652,250 19,950,425
B. P. INVESTMENTS LIMITED
AS AT 31st MARCH, 2015(Rs.)
PARTICULARSAS AT 31st MARCH, 2016
(Rs.)
2 NOTES TO FINANCIAL STATEMENTS
As At 31st March 2016(Rs.)
As At 31st March 2015(Rs.)
CURRENT LIABILITIES2.3 TRADE PAYABLES
(A)total outstanding dues of micro enterprises and small enterprises: and - -
(B)total outstanding dues of creditors other than micro enterprises and 20,129 28,826 small enterprises 20,129 28,826
2.4 OTHER CURRENT LIABILITIES
(a) EMPLOYEE RELATED LIABILITY - 91,076- 91,076
2.5 SHORT TERM PROVISIONS
(a) CONTINGENT PROVISION AGAINST STANDARD ASSET 14,595 14,595
1) During the Previous Year as per requirements of Schedule II of the Companies Act,2013( "The Act") effective from 1st April,2014 the Company has charged depreciation based on the useful lives as prescribed under the saidSchedule. Consequently, depreciation charges is lower by Rs. 1350/-. Further, an amount of Rs.6,883/- has been adjusted with the Retained Earings in respect of the residul value of assets wherein the remaining useful life has become"NIL"
Notes annexed to and forming part of the Balance Sheet as at 31st March, 2016 and the Statement of Profit & LossAccount for the period ended on that date.
1. SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF PREPARATION OF ACCOUNTING STATEMENTSThe financial statements of the company have been prepared in accordance with the generally acceptedaccounting principles in India. The company has prepared these financial statements to comply in all materialrespects with the accounting standards specified under section 133 of the Companies Act 2013, read withCompany (Accounts) Rule 2014 and the relevant provisions of the Companies Act, 2013, issued by theMinistry of Corporate Affairs. The financial statements have been prepared on an accrual basis and under thehistorical cost convention. The accounting policies applied by the Company are consistent with those used inthe previous year.
B. FIXED ASSETS
(a) All Fixed Assets are stated at cost of acquisition less accumulated depreciation. Cost comprises of thePurchase price and attributable cost incurred in bringing the assets to its working condition for itsIntended use.
(b) Depreciation has been provided on W.D.V method bases on the useful lifes prescribed in Schedule II tothe Companies Act, 2013.
C. REVENUE RECOGNITION
(a) Income & Expenditure are accounted for on accrual basis.
(b) Interest income is recognised on time proportion basis taking into account the amount outstanding, rateapplicable and company's right to receive interest is established.
(c) Dividend income is recognised when right to receive the same is estalished by the reporting date.
D. INVESTMENTS
(a) Long-Term Investments are stated at cost. Permanent diminution in value of long term investment isaccounted for in accordance with Accounting Standard 13, “Accounting For Investments” .
(b) Investments that are readily realisable and intended to be held for not more than one year from the dateon which such investments are made are classified as current investments. Current investments arecarried at lower of cost and fair value
E. EMPLOYEE BENEFITS
Short Term Employee’s benefits are recognized as an expense at the undiscounted amount in the Profit& Loss Account of the year in which the related service is rendered. Post employment benefit forGratuity has been provided on accrual basis.
B. P. INVESTMENTS LTD.
F. TAXATION
Provision for current Income Tax is made in accordance with the Income Tax, 1961. Deferred Tax Assetsand Liabilities are recognized at substantively enacted tax rates, subject to the consideration of prudence,on timing difference, being the difference between taxable income and accounting income that originatein one period and are capable of reversal in one or more subsequent periods. Deferred Tax Assets arerecognized only to the extent that there is “reasonable certainty” that sufficient future taxable income will beavailable against which such deferred taxassets can be realized.
G. CONTINGENT LIABILITIES
A contingent liability is a possible obligation that arises from past events whose existence will be confirmedby the occurrence or non-occurrence of one or more uncertain future events beyond the control of thecompany or a present obligation that is not recognised because it is not probable that an outflow of resourceswill be required to settle the obligation. Contingent Liabilities are not provided for in the accounts and aredisclosed by way of notes.
H. EARNINGS PER SHARE
Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equityshareholders by the weighted average number of equity shares outstanding during the year.For the purpose of calculating diluted earnings per share, the net result for the period attributable to equityshareholders and the weighted average number of shares outstanding during the period are adjusted for theeffects of all dilutive potential equity shares.
I. PROVISIONS
Provisions are recognized where realiable estimate can be made for probable outflow of resources to settle thepresent obligation as a result of past event and the same is reviewed at each Balance Sheet date.
J. ASSETS CLASSIFICATION
Assets clasification is made in accordance with the requirements of Non-Banking Financial (Non DepositAccepting or holding) Companies predential Norms (Reserve Bank) Direction,2007 and necessary provisionin respect of doubtful / sub-performing assets are made as perthe requirements of the said directions.
.
B. P. INVESTMENTS LTD.
NOTES TO FINANCIAL STATEMENTS AS ON 31ST MARCH, 2016
2.18) Contingent Liabilities not provided for in respect of:
i) Income tax matter in dispute/under appeal Rs. 2,29,315/- (P.Y. Rs. 2,29,315/-) relating to assessment year2001-02 .
2.19) Related Party Disclosures in accordance with the Accounting Standard 18, “Related Party Disclosures”as prescribed under the Act.
i) Key Management Personnel – Shri Shiv Kumar Seksaria.Remunaration paid during the year – Rs.12,000/-
Note: During the year, there have been no direct transaction between the company and the related party. Thetransactions of purchase of investments have been made through third parties.
2.20) Earnings Per Share
ParticularsFor the Year Ended
31-03-2016 (Rs.)For the Year Ended
31-03-2015 (Rs.)Net Profit after Tax available for EquityShareholders
(2,98,175) (2,75,118)
Weighted Average No. of Equity Sharesof Rs. 10 each
1,40,008 1,40,008
Basic & Diluted Earning Per Share (2.13) (1.97)
2.21) Segment Reporting
The Company is in the business of financing activities & there are no separate reporatable Segment as perAccounting Standard (AS-17) on "Segment Reporting.")
B. P. INVESTMENTS LTD.
NOTES TO FINANCIAL STATEMENTS AS ON 31ST MARCH, 2016
2.22) Deferred Tax
Particulars As at31-03-2016
As at31-03-2015
Deferred Tax AssetDepreciation 1,110 1,392Business Loss & Unabsorbed Depreciation 61,542 -Capital Losses 19,53,816 19,53,816Provision For Dimunition in Investment 8,81,631 8,49,556Contingence Provision 4,510 4,510
Total Of Deferred Tax Asset 29,02,609 28,09,274Less : Deferred Tax LiabilityDepreciation - -
Total Of Deferred Tax Liability - -Deferred Tax Asset (Net) 29,02,609 28,09,274
Due to lack of virtual certainity of availability of profit of the company in future years, as a matter of prudence,Deferred Tax Asset has not been recognized.
2.23) Non Banking Financial CompaniesThe Company has been registered as Non Banking Finance Company with Reserve Bank of India underSection 45 IA of the Reserve Bank of India Act, 1934; vide Registration No. B.05.02198 dated 16.05.1998and continues to carry on the business of Non-Banking Financial Institution (NBFI), hence is entitled tocontinue to hold the said NBFC certificate.The Board of Directors of the Company has passed a resolution for non acceptance of public deposits andconsequently the company has not accepted any public deposits during the year.
2.24) The company is in the process of delisting of its equity shares from The Calcutta Stock Exchange Limited.The same was proposed by the Board of Directors at its meeting held on 25th August' 2015 which wassubsequently approved by the shareholders through postal ballot at the Extra Ordinary General Meeting heldon 7th October' 2015.
2.25) As per the provision of Micro, Small and Medium Enterprises Development Act 2006, there are no suchenterprises to whom the company owes due which are outstanding for more than 45 days at the Balance Sheetdate, to the extent such enterprise have been identified on the basis of information available with thecompany.
2.26) Previous years figures have been re-grouped/re-arranged wherever necessary.
As per our report of even date annexedFor SINGHI & CO. Managing Director(Chartered Accountants) ( S.K. Seksaria )Firm Regn. No. 302049E DIN: 00309725
Sd/- Sd/- Sd/-Director Director
(Partner) (G.R. Banka) (Piyush Bhartia )Membership No. DIN : 00207385 DIN : 00154138Place : KolkataDated: the 30th day of May, 2016
