Cover Page front given separatelyCover Page back given separately Corporate Information BOARD OF DIRECTORS REGISTERED OFFICE Mr. Ajit G Nambiar, Chairman & Managing Director BPL Works, Palakkad 678007, Kerala Mrs. Anju Chandrasekhar Mr.KSPrasad CORPORATE OFFICE Capt. S Prabhala 11th KM, Arakere, Bannerghatta Road, Mr. K Jayabharath Reddy Bangalore 560 076 Mr. Suraj L Mehta Mr. Subhash Bathe MANUFACTURING FACILITIES BPL Works, Palakkad 678 007, Kerala Doddaballapur 561 203, Bangalore District AUDITORS M/s. T Velu Pillai & Co., Chartered Accountants, Bangalore Contents Page No. BOARD COMMITTEES Notice 3-6 Audit Committee Directors' Report 7-13 Mr. K Jayabharath Reddy, Chairman Report on Corporate Governance 14-19 Mr. Subhash Bathe, Vice-Chairman Mr. Suraj L Mehta Auditors' Report 20-21 Balance Sheet 22 Statement of Profit and Loss 23 Compensation Committee Notes forming part of Balance Sheet 24-33 Capt. S Prabhala, Chairman Mrs. Anju Chandrasekhar Cash Flow Statement 34-35 Mr. K Jayabharath Reddy Notes to Accounts 36-40 Mr. Subhash Bathe Disclosure on Subsidiaries & Auditors' Report on Consolidated Accounts 41 Investors' Relations Committee Consolidated Balance Sheet 42 Mr.KSPrasad, Chairman Consolidated Statement of Profit and Loss 43 Mr. Ajit G Nambiar Consolidated Notes forming part of Balance Sheet 44-53 Mrs. Anju Chandrasekhar Consolidated Cash Flow Statement 54-55 Consolidated Notes to Accounts 56-58 Admission Slip 59 Notice of Annual General Meeting NOTICE OFANNUAL GENERAL MEETING computation of perquisites for the purpose of calculating the said ceiling. NOTICE is hereby given that the 49th Annual General Meeting of BPL Limited, will be held onMonday , the 30th September, 2013 at Apart from the re-imbursement of ordinary medical expenses, 10.00 A.M. at Sri Chackra International, Krishna Gardens, Chandranagar in case of hospitalisation of the Chairman & Managing Director, P.O.,Palakkad - 678 007, Kerala, to transact the following businesses: the Board of Directors shall have the discretion to re-imburse the actual expenses incurred by him including on travel, ORDINARY BUSINESS notwithstanding that the total perquisites will exceed the limit 1) To consider and adopt the Profit and Loss Account (Statement of of` 28,80,000/- in any financial year. st Profit & Loss) for the year ended 31 March, 2013 and the Balance 2. Contribution to Provident Fund will not be included in the Sheet as at that date together with Report of Directors and the computation of the ceiling on perquisites to the extent these Auditors thereon. either singly or put together are not taxable under the Income 2) Todeclare Dividend on Preference Shares Tax Act. 3) To appoint a Director in place of Mr. K Jayabharath Reddy 3. Gratuity payable as per the Rules of the Company and who retires by rotation, and being eligible, offers himself for encashment of leave at the end of the tenure will not be re-election. included in the computation of the ceiling on perquisites to the extent the same are not taxable under the Income Tax Act. 4) To appoint a Director in place of Mr.Suraj L Mehta who retires by rotation, and being eligible, offers himself for re-election. 4. The Chairman & Managing Director shall be entitled to reimbursement of expenses incurred by him in connection with 5) To appoint Auditors to hold office from the conclusion of this the business of the Company. Meeting until the conclusion of the next Annual General Meeting and to authorise the Board of Directors to fix their remuneration. RESOLVED FURTHER THAT the Board of Directors of the Company, be and is hereby authorised to do or cause to be done, SPECIAL BUSINESS all such acts, deeds and things as they may think necessary or 6) To consider and if thought fit, to pass with or without modification, expedient for the purpose of giving effect to this resolution and the following resolution as aSPECIAL RESOLUTION : to settle all questions and matters arising out of and incidental to the proposed re-appointment. RESOLVED THAT subject to the provisions of Sections 198, 309 and 269 read with Schedule XIII and any other applicable provisions of 7) To consider and if thought fit, to pass with or without modification, the Companies Act, 1956 and pursuant to the Articles of the following resolution as aSPECIAL RESOLUTION : Association of the Company and further, subject to the necessary RESOLVED THAT in accordance with the provisions of Section 31 approvals, consent of the Company be and is hereby accorded for and all other applicable provisions, if any, of the Companies re-appointment of Mr. Ajit G Nambiar, as the Chairman & Act, 1956 the Articles of Association of the Company be altered Managing Director of the Company for a period of three years with by inserting a new Article No. 67A after the existing Article No. effect from 1st April, 2013, on the terms and conditions including 67 of the Articles of Association of Company. remuneration as set out below: Article 67A: a. Salary ` 4,00,000/- per month Subject to the provisions of the Companies Act, 1956 or including any amendment thereto or re-enactment thereof and b. Perquisites notwithstanding anything contrary contained in the Articles of 1. The Chairman & Managing Director shall be entitled to Association, the Board of Directors shall have the power to perquisites like rent free accommodation (including appoint the same individual to hold and occupy either the maintenance fees) or house rent allowance in lieu thereof, positions of Chairman and Managing Director or Chief Executive Special Allowance, Car Allowance, Performance Incentive, Officer or such equivalent managerial position thereof at the Re-imbursement of Water, Gas and Electricity Bills at same time, in the company. residence, medical expenses for self and his family including By order of the Board dependents, and all other payments in the nature of perquisites and allowances as agreed by the Board of Directors, Bangalore Ajit G Nambiar subject to a ceiling of` 28,80,000/- per annum and the 30th May, 2013 Chairman & Managing Director applicable premia payable on the Company's Group policies towards mediclaim and personal accident insurance. Registered Office: BPL Works, Palakkad-678 007, Kerala. Explanation NOTES: “Family” here means the spouse, dependent children and dependent parents of the Chairman & Managing Director. 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND For the purpose of calculating the above ceiling, perquisites THE PROXY SO APPOINTED NEED NOT BE A MEMBER OF THE COMPANY. PROXIES shall be evaluated as per the Income Tax Rules, wherever IN ORDER TO BE EFFECTIVE MUST BE RECEIVED AT THE COMPANY'S REGISTERED applicable. In the absence of any such Rule, perquisites shall be OFFICE NOT LATER THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT evaluated at actual cost. OF THE MEETING. PROXIES, ONCE ISSUED WILL HOLD GOOD FOR ANY ADJOURNMENT OF THISANNUAL GENERAL MEETING. Use of Company's Car for official purposes and Telephone at residence and Cell Phone (including payment for local calls and 2. Members / Proxies should bring the Attendance Slip sent herewith long distance official calls) shall not be included in the duly filled in, for attending the Meeting. Annual Report 2012-13 3 Annexure to Notice 3. The Register of Members and Share Transfer Books of the Company The Board of Directors of the Company at its meeting held on will be closed from 23rd September, 2013 to 30 th September, 2013 8th February, 2013 has, subject to the approval of Members and the (both days inclusive). Central Government, re-appointed Mr. Ajit G Nambiar, Managing Director, for a further period of 3 years from 1st April, 2013, on the 4. Shareholders intending to require information about accounts, to remuneration determined by the Compensation Committee (formerly be explained at the Meeting, are requested to inform the Company Remuneration Committee) of the Board. at least a week in advance of their intention, so that the papers relating thereto may be made available, if the Chairman permits The present proposal is to seek the members' approval for the re- such information to be furnished. appointment of and remuneration payable to Mr.Ajit G Nambiar as the Chairman and Managing Director, in terms of Sections 198, 309 and 269 5. Pursuant to the provisions of the listing agreement, additional read with Schedule XIII and any other applicable provisions of the information on Directors seeking re-election at the Annual General CompaniesAct, 1956. Meeting is appended to this Notice. Mr. Ajit G Nambiar upon re-appointment as Managing Director shall ` 6. Dividend of 0.001 per share has been recommended on the continue to hold office of the Chairman and Managing Director. The Preference Shares as per the terms of the issue covered by the Directors recommend the resolution for the approval of the approved Scheme ofArrangement. Shareholders. 7. The Ministry of Corporate Affairs (vide circular No.17/2011 and The Directors recommend the passing of Special Resolution as set out in 18/2011 dated April, 21 and April 29, 2011 respectively) has item no.6 of the accompanying notice. Except Mr. Ajit G Nambiar and undertaken a Green Initiative in corporate Governance and allowed Mrs. Anju Chandrasekhar, no other Director of the Company is in any way companies to send documents to its shareholders through an concerned or interested in the Resolution. electronic mode. Members are requested to support this green initiative by registering / updating theire-mail IDs as follows: ITEM NO. 7 Proviso to clause 203 (1) of the new Companies Bill 2012 provides that a) If you are holding shares in demat form, register/update your unless the Articles of a Company provide otherwise, an individual shall e-mail ID with the depository participant with whom you are not be appointed or reappointed as the chairperson of the company, in maintaining your demat account.