BPL Ltd Management Discussions.

DearMembers,

Your Directors hereby present their report along with the audited accounts for the year ended March 31,2021

Your company, over its 57 years of operations, has focused on enhancing customer experience across in all its varied businesses spanning Medical Devices, Component manufacture and Consumer Durables. We have accomplished this by continually restructuring our businesses driven by a consumer focused strategy. We believe the customers of tomorrow would demand products that not only meet their rising aspirations but bring a real change in their lives. As a company and brand, BPL will continue its endeavors to make a sustainable difference in its customers lives, with affordable yet reliable products such as:

1. Consumer Electronics and Home Appliances

2. High quality PCB components for the Indian manufacturing industry, and

3. Medical equipment to meet the growing needs of primary healthcare in the country.

With this in view, we have refashioned our brand promise to "Happy Little Things", aimed at improving the quality of peoples lives, by focusing on those quality features or design aspects that enhances their health, comfort, and enjoyment. BPL will be a brand associated with happiness of our customers.

OUR BUSINESS VALUES

Our values form the basis of our culture and guide us in our everyday actions. They are the pillars on which our vision stands:

Customer Focus:

We believe in honoring our commitments, striving for best in class quality in whatever we do, thrive on innovation, and creating value for our customers - internal & external, with our pledge of Customer Delight.

Respect:

We believe in listening, sharing, and being open to people, valuing their individual strengths and leveraging them. We believe in empowering our people with the conducive environment, efficient tools and opportune learning platforms nurture a passionate team who in-turn will respect the organization & its goals.

Ethics:

We uphold the ethics & values of BPL in every action and decision of ours. We pursue our goals with honour, integrity, trust, and fairness towards our employees, our customers, the business, and our nation.

Speed:

We, are an organization driven by SPEED, of thought, of creation, of service, of delivering on our commitments & exceeding expectations. We achieve these by challenging the status quo, racing against competition, by constantly striving for excellence, finding & discovering fast & smart solutions, towards continuous improvements and re-engineering self.

REVIEW OF OPERATIONS

Consumer Durables Business

As a strategic move, in order to grow BPL brand, your company had entered into a partnership with Reliance Retail Limited. By leveraging Reliances nationwide sales and distribution network, BPL brand will have an accelerated growth. Reliance had planned for a pan-India presence of BPL products TVs, Appliances, Personal Care Products, Cooling Appliances, Kitchen Appliances and Lighting. Unfortunately, as early as April 2020 the pandemic triggered a series of unforeseen disruptions from supply chains to certification processes that ultimately led to a delayed launch and a scaled down roll-out.

Reliance Retail was only able to release 3 models of TVs in September 2020 followed by a test market range of direct-cool refrigerators, LED bulbs and Fans, a few months later.

Despite the impact of Covid lockdowns and constrained retail distribution and sales, the response to BPLs new range of products has been extremely positive, encouraging the company to widen the product base from April 2021 to include Smart Android TVs, Induction Cookers, ACs, Exhaust fans, personal care products and a wider lighting portfolio.

BPLTVs and Appliances are now available at 400 plus Reliance Digital stores and over a thousand retailers across India. The complete range of BPL products are also available on Reliance Digital Online stores. AH BPL products are positioned in the mid- to-premium category and designed with best-of-class features, on par with those of multinational brand offerings. Feedback from retailers across geographies shows that the brand is very well received and is one of the stronger Indian brands capable of selling alongside global brands. Plans are on to expand the retail network to cover all major markets by August 2021, in time for a full-fledged brand relaunch as a build up to the forthcoming festive season.

The management is confident that despite the second wave of the pandemic and the risks of a long term impact of Covid across the globe, BPL will soon regain its position as a leading brand across Consumer Electronics and Appliances space.

Manufacturing Printed Circuit Board Division

Printed Circuit Boards (PCBs) are the most critical component of any electronic system, forming the basic building block of all electronic system. The PCB Industry contributes close to 7% of Indias Electronics manufacturing providing employment opportunities to over 120,000 Engineers, Technicians and Skilled workforce, directly and indirectly.

Printed Circuit Board Industry Overview

Total Estimated Demand (in USD $ Million)
2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22
ConsumerElectronics 792 950 1136 1428 1750 2151 2583
Mobile Phone 1485 1683 1866 2310 2560
Industrial Electronics 404 470 616 808 1015 1254 1564
Defence Electronics 210 260 332 423 542 693 887
Telecom 260 220 295 383 501 656 864
AutomotiveElectronics 110 140 270 352 466 619 825
ComputerHardware 250 280 322 383 455 544 668
LED Lighting 46 64 94 137 201 291 423
Total 2072 2384 4550 5597 6796 8518 10374

As per the market survey, the Indian PCB industry is to grow from Rs. 135 billion in 2019 to Rs. 547 billion by 2025. BPLs PCB business expects to be a part of this growth curve.

During the year under review, your company aggressively expanded its customer base and added new segments and many new high value electronic manufacturers. With the commissioning of the new automatic PCB printing line, the product quality, and production capacity of the PCBs were considerably improved, and the lead times for to customers were shortened. Post the lockdown, the demand for electronic and LED lighting products saw a huge surge in demand and the company was able to better its annual target within a period of 6 months. The PCB business ended the year on Rs. 30 Crs.

In the first quarter of 2021-22, the PCB operations were impacted due to the 2nd wave of Covid-19, as businesses were shut, customer demand was low, and there were also disruptions in supply chain . With the lifting of lock down across the country in June/July 2021, businesses have bounced back and near normalcy has returned in August 2021.

The company has revamped its website and engaged in social and digital marketing campaigns to gain customer visibility and enhance the BPL brand image.

Your Company has plans to foray into double and multiple layers of PCBs in the future, to expand its business horizons. The company plans to avail a term loan from its bankers to fund the capital expenditures.

FINANCIAL HIGHLIGHTS

The financial statements of the Company for the year ended March 31st, 2021 have been prepared in accordance with IND-AS-110 schedule III of the Companies Act, 2013 (The Act), and the audited standalone financial statements, are therefore in compliance with, IND-AS-110 and the obligations of a listed company stipulated by theSEBI (LODR) Regulations, 2015

Financial Year 2020-21 was a challenging year, as it posted gross revenues of Rs.44.83 Crores, which is almost half of the previous financial year but incurred an operating loss of Rs.0.54 Crores (before provisions & taxation), which is way better than the previous financial years operating loss Rs. 17.36 crores. Your companys financial performance for the year under review is summarized below:

(Rs. in crores)

Year Ended
Particulars 31.03.2021 31.03.2020
Net Sales and other income 44.83 97.00
Profit /(Loss) before Tax (0.54) (17.36)
Deferred Tax charge /(Credit) 20.91 (21.11)
Profit after Tax (21.45) 3.75
Other Comprehensive Income 0.43 0.24
EPS - Basic (4.30) 0.82
- Diluted (4.30) 0.82

DIVIDEND

Your Directors regret their inability to recommend any dividend on equity shares of the Company since your Company has incurred loss on the Balance Sheet. Adividend on the preference shares has also not been recommended as per the terms of the issue covered by the approved Scheme of Arrangement in view of the loss posted by the company.

FUTURE OUTLOOK

As we enter fiscal 2021-22, the electronic industry is poised for a better growth, buoyed by the Governments Make in India policies. Currently, nearly 85% of PCBs are imported by and therefore this is one of the components that are being seriously considered for import substitution. This is a huge opportunity and the electronic manufacturing companies have participated in the Production Linked Incentives Schemes of the Government of India and expanded theircapabilities and capacities.

The strong order book of Rs. 5 crores today, therefore success of our growth strategy to expand our existing customer relationships and win new customers. The size and quality of new business opportunities has grown considerably over the past few months and your company remains committed to taking advantage of this to grow its business, by investing in people, manufacturing processes and supply chain strategies. Your company has taken appropriate steps towards strengthening the PCB Portfolio, through working on new products like RF PCBs. These new products represent a profitable new direction for your companys PCB Division, one that offers customers unmatched quality and cutting- edge technology, thus improving its competitive advantage.

BPL has thus established a unique position as a trusted, India- based provider of a broad range of interrelated manufacturing capabilities including BPL branded consumer durables & appliances.

As we move through fiscal 2021-22, we are focused on capitalizing on this favourable market recognition to drive continued revenue growth and profitability.

This is a promising time for your company and with the people, technology, and customer relationships we have in place today, we look forward to growing our position in the markets we serve.

RISKS CONCERNS

Your company is a part of the electronics industry, which historically produces technologically advanced products with short life cycles. The global economic scenario has a direct impact on Indian business in general and BPL in particular. While, the impact of anti-Chinese sentiments will boost Indian manufacturing in the long run, in the short term, margins will be under pressure, as many customers will demand Chinese prices from Indian manufacturers. In the near term, Indian electronic industry is still largely dependent on China for its ICs and other components. Any shortage in these ICs and electronic components will have a direct impact on Indian electronic companies. This will in turn have an impact on BPLs fortunes. The Atmanirbar policies have prompted many PCB manufactures to expand capacities and will possibly also see many new companies starting similar businesses in India thereby increasing competition which in turn may result in decreased prices for BPLs products and services. We depend on a limited number of suppliers for components that are critical to our manufacturing process. A shortage of these components / raw materials or an increase in their price could interrupt our operations and affect operating results.

COVID-19 Pandemic

The Financial Year 2020-21 ended with the COVID-19 pandemic disrupting the global economy and supply chains. The rampant spread of COVID-19, across borders and geographies, has severely impacted the world and triggered significant downside risks to the overall global economic outlook. Fiscal 2020-21 began with a lockdown, with almost zero economic activity in India, which took strict measures to contain the spread and intensity of the pandemic. With an extended lockdown in Q1 of FY 2021-22, the impact on GDP is expected to be significant with the risk of negative growth for FY 2021-22, an all-time low in many years. While it is difficult to estimate the definitive impact of COVID-19 on the business beyond Q1 of FY 2021-22, the economy is expected to see demand constraints, particularly for discretionary items such as consumer durables. These are primarily driven by stagnant or lower household incomes and uncertainty over employment and economic growth at large. Further, potential rise in NPAs in the financial sector would possibly result in higher costs of finance and increased difficulty in getting finance. On the customer side, there are risks in the short to medium term, as many customers are facing working capital issues, in addition to challenges of labour availability, limited working hours, and adherence to COVID-19 safety norms.

Having said that, production at the customers end is resuming gradually, and almost 85% are now operational. The quicker recovery in rural India is expected to support demand for consumer durables as well, while urban segment will take a little longer time to come back to normalcy. With relaxations allowed during subsequent phases of the lockdown, the PCB manufacturing unit commenced production gradually with safety protocols. As the economy adapts to operating and living in a post-COVID era, it is expected that there will be a recovery in the second half of the fiscal, albeit slow. An important lever that will be critical to monitor will be the roll out of Government stimulus and pro-active policy measures to reboot and rebound the economy. Your Company has initiated various counter measures to minimize any short-term impact and mitigate any long-term impact on the company, including realigning the cost structures to the new activity levels post the lockdown. Pre-COVID-19, your company had already initiated a companywide activity to optimize costs and conserve cash, which is expected to accrue benefits in the future.

SUBSIDIARY/JOINTVENTURES/ASSOCIATE COMPANIES

Your company has no subsidiaries, joint ventures, or associate companies. Your company had a joint venture viz. Kleer Industries Inc. USA, which is under closure.

BOARD PERFORMANCE EVALUATION

The Company has, during the year, conducted an evaluation of the Board as a whole, its committees and the Individual Directors including the independent directors as stipulated in the Nomination and Remuneration policy adopted by the Company. The evaluation was carried out through different evaluation forms which covered among the evaluation of the composition of the Board/Committee, its effectiveness, activities, governance and with respect to the chairman and the individual directors, their participation, integrity, independence, knowledge, impact and influence on the Board.

MCA vide its circular No.11/2020 dated 24th March, 2020 has exempted the company from holding atleast one separate meeting of Independent Directors (IDs) without the attendance of Non-independent Directors and members of management. The IDs, however, may share their views amongst themselves through telephone or e-mail or any other mode of communication, if they deem it to be necessary.

For the financial year 2020-21, the IDs of the company have not been able meet due to COVID 19 pandemic and instead they have conducted a meeting through Video-conference during July 2020. Performance evaluation criteria are as per the policy available at the web link:http://www. bpUimited.com/investorrelations/policies/policy-on-board valuation.pdf.valuation.pdf.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31st March, 2021 stood at Rs.48.88 crores comprising 4,88,84,818 Equity Shares of Rs.10/- each, fully paid up. The paid-up Preference Share Capital of the Company as on 31st March, 2021 was Rs.169.59 Crores consisting of 1,69,58,682 Redeemable Preference Shares of Rs.100/- each.

The Company has not issued any Sweat Equity Shares during the Financial Year 2020-21. The Company has not made any provision of money for the purchase of or subscription for shares in the company under any scheme.

The provisions of Rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not applicable to the company since no Equity Shares have been issued by the Company with differential rights during the Financial Year 2020-21.

Policy on Directors Appointment and Remuneration Policy

Policy on Directors appointment is to follow the criteria as laid down under:

a) the Companies Act, 2013,

b) BPL Code of Conduct for Board of Directors and senior management personnel

c) the Uniform Listing Agreement with stock exchanges and

d) good corporate practices.

Emphasis is given to having on board persons from diverse fields or professions.

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

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

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

DIRECTORS

Category Name of the Director
Executive Director Mr. Ajit Gopal Nambiar
Non-Executive Director Mrs. Anju Chandrasekhar
Non-Executive Independent Directors 1.Dr. Chandan Juneja
2.Mr. Nowroz Jal Cama
3.Mrs. Pavithra P
4.Mr. P V Moorthy- upto 19.05.2021
5. Mr. Sabareeshan C K

The composition of the board is in line with the requirements of the act and listing regulations. AH the directors have vast knowledge and experience in their relevant fields and the company has benefited immensely by their presence on the board.

SkiH/expertise/competence of the director identified by the board which are required in the context of business of the company are mentioned in the Corporate Governance Report.

a. Change in Directors and Key Managerial Personnel (KMP)

During the year under review, following were the changes in the Directors and KMP of the company:

Name Date of appointment/Resignation Reason
Mrs. Pavithra P Appointed as an additional director on 13.11.2020 The Company figures within top 2000 listed companies, hence, needed to co-opt a director on the board.
Mr. P V Moorthy Appointed as an additional director on 13.11.2020 The Company figures within top 2000 listed companies, hence, needed to co-opt a director on the board.
Mr. Sabareeshan C K Appointed as an additional director on 13.08.2021 Mr. P.V. Moorthys demise led to a vacancy to be filled as the company figures within top 2000 listed companies
Mr. S Ranganathan Resigned as Chief Financial Officer on 21.05.2020 Due to personal reasons.
Mr. T L M Rangachar Appointed as Chief Financial Officer on 13.11.2020 To fill the vacancy created on account of resignation of Mr. S Ranganathan.
Ms. Dolly Lohia Resigned as a Company Secretary & Compliance Officer on 31.10.2020 Due to personal reasons.
Mrs. Deepika N Bhandiwad Appointed as Company Secretary & Compliance Officer on 13.11.2020 As required under Sec 203 of CA 2013 and the provisions of SEBI (LODR) Regulations, 2015

b. Woman Director

In terms provisions of Section 149 of the Act and regulation 17(1)(a) of the listing regulations, the company needs to have atleast one woman director on the board. The Company has Mrs. Anju Chandrasekhar as a non-executive woman director and also Mrs. Pavitra P, as an independent woman director on the board.

c. Director retiring by rotation

Mrs. Anju Chandrasekhar, a non-executive director, is liable to retire by rotation in terms of the provision of the act at the ensuing general meeting of the company and being eligible, offers herself for re-appointment. The board has recommended for her re-appointment.

As stipulated under 36(3) of the listing regulations, a brief resume of the re-appointee i.e. Mrs. Anju Chandrasekhar is given in the notice convening the AGM.

d. Declaration of Independence by the Independent Directors

The Company had four independent directors as on 31st March, 2021. Pursuant to Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Mr. Chandan Juneja, Mr. Nowroz JaL Cama, Mr. P V Moorthy and Mrs. Pavithra P. They have made a declarations to the Company confirming the compliance of the conditions stipulated in the aforesaid section and the said declarations were placed at Board Meeting held on 29.06.2021.

Consequent to the sad demise of Mr. PV Moorthy, director, on 19th May, 2021, the company has appointed Mr. Sabareeshan CK as an independent director of the company to fill the said vacancy.

The Independent Directors have registered themselves in the Data bank. The approval of the shareholders for the appointment of Mrs. Pavitra P and Mr. Sabareeshan C K are sought at the ensuing Annual General Meeting.

e. The Policy on nomination and remuneration of Directors and KMP and Senior Management

The policy on nomination and remuneration sets out the criteria for determining qualification, positive attributes of independent directors KMP and senior management under Section 178(3) of the act and Regulation 19 of listing regulations. The policy on the same is approved and adopted by the board is available on the companys websitewww.bpllimited.com.

f. Number of Meetings of Board of Directors

The Board has met six times and Independent Directors, once during the Financial Year 2020-21 and details of date of meetings are available in the Corporate Governance Report section, which forms part of the annual report.

g. Details of Committee of Directors

Composition of Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee; number of meetings of each committee during the financial year 2020-21 and meetings attended by each member of the committee as required under the Companies Act, 2013, are provided in Corporate Governance Report section which forms part of the annual report.

i. Key Managerial Personnel

Mr.AjitG. Nambiaris the Chairman & Managing Director of the company. Mr. T L M Rangachar, Chief Financial Officer (CFO) and Mrs. Deepika N Bhandiwad, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company pursuant to Section 203 of the Companies Act, 2013.

AUDIT ANDAUDITORS

a. Statutory Auditors

M/s. MKUK & Associates, Chartered Accountants, Bangalore, are the Auditors of the Company for five consecutive years from the FY 2017-18.

The board has duly examined the statutory auditors report to the annual accounts for the financial year 2020-21 which is self-explanatory. Clarifications, wherever necessary, have been included in the notes to accounts. Further the directors confirm that, the qualifications are addressed and attached as an addendum to this report.

b. Secretarial Auditor

Pursuant to the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, your company has appointed Mr. Madhwesh K, a Practicing Company Secretary (CP -10897) as Secretarial Auditor of the Company for the Financial Year 2020-21 and the Secretarial Audit Report submitted by him, is annexed herewith and forming part of the report. The explanations of the Board on every qualification, reservation or adverse remark or disclaimer made by the Auditor in his report (Form MR-3) have been furnished byway of an addendum.

c. Internal Auditor

Provisions of Section 138(1) of CA2013 read with Rule 13 of the Companies (Accounts) Rules,2014.

M/s T Velupillai & Co., Chartered Accountants, Bangalore, are appointed as internal auditors of the company for the FY2020-21.

d. Cost Auditors

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

CHANGE IN THE NATURE OF BUSINESS. IF ANY

During the year, the company has licensed " BPL " brand to Reliance Retail Limited for trading electronic and consumer durable goods. As per the terms of the agreement, Reliance will trade BPL branded products across its own stores, its distribution networks and its own online platform.

SIGNIFICANTANDMATERIALORDERS

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

INTERNAL CONTROLANDTHEIRADEOUACY

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

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

REPORTING OF FRAUDS

There was no instance of fraud during the year under the review, which required the statutory auditors to report to the Audit Committee and/or to the Board as required under Section 143(12) of the Companies Act, 2013 and the rules framed thereunder.

RISKMANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Significant audit observations and follow up actions thereon are reported to the Audit Committee, from time to time.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted Corporate Social Responsibility Committee which is comprised of three members, out of which, one is an Independent Director. The Committee was set up to formulate and monitor the CSR Policy. The Companys average net profit/(loss) for last 3 years computed as per the provisions of Section 135(5) of the Companies Act, 2013, was Rs. (5,43,29,004)

Disclosures on CSRActivities as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are as tabled below:

1. Abrief outline of the Companys CSR Policy, including overview ofprojects or program sproposed to be under taken and a reference to the web-link to the CSR policy and projector programs The Companys CSR Policy intends to
i. Promote education including employment enhancing vocation skills especially among children and women.
ii. Eradicate hunger, poverty and malnutrition and
iii Promote healthcare and sanitation
2. The Composition of the CSR Committee Mrs. Anju Chandrasekhar-Chairperson, Dr. Chandan Juneja- Member Mr. Ajit G Nambiar- Member
3. Average net profit/(loss) of the Company for last three financial years Rs.(5,43,29,004)
4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above) Since the Companys average net profit for the last three years is negative, there is no obligation on the part of the company to spend on CSR activities during the FY2020-21.
5. Details of CSR spent during the year
a) Total amount to be spent for the financial year NotApplicable
b) Amount spent, if any Nil
c) Manner in which the amount spent during the financial year NotApplicable
6. In case the company has failed to spend two percent of the average net profit of the last three financial years or any part thereof, the reasons for not spending the amount in its Board report. NotApplicable
7. A responsibility Statement of the CSR Committee that the implementation and monitoring of CSR policy is in compliance with CSR objectives and the policy of the company The spending on CSR activities by the company are covered under Schedule VII of the CA 2013 and further notifications from MCA, from time to time and the implementation & monitoring of CSR Policy, is in compliance with the CSR objectives and policy of the company.

WHISTLE BLOWER/VIGILMECHANISM POLICY

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

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangements entered into by the Company with related parties referred to in Sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto are disclosed in Form AOC- 2, which forms part of the annual report.

PARTICULARS OF EMPLOYEES

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

MATERIALCHANGES AND COMMITMENTS

The sudden spread of Covid-19 pandemic during this financial year resulted in loss of business to the company. The impact of the same is covered elsewhere in this report.

CORPORATE GOVERNANCE

Your Company is in compliance with all the applicable provisions of Corporate Governance as stipulated under Chapter IV of the Listing Regulations,2015. A separate section on compliance with the conditions of Corporate Governance and certificate from the Statutory Auditors of the Company - M/s MKUK & Associates, Chartered Accountants, in this regard, forms part of the Annual Report. The Managing Director and Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as specified in the listing regulations

ANTI SEXUAL HARASSMENT POLICY

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

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

EXTRACT OF ANNUAL RETURN

As per the requirement of Section 92(3) of the Act and rules framed thereunder, an extract of Annual Return in the prescribed format is displayed on the Companys website: www.bpHimited.com underthe head "Investor Relations".

SAFETY. HEALTH AND ENVIRONMENT

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

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

The Company has 129 employees as on March 31,2021.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Conservation of Energy:

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

These include water recycling, waste recycling, solder fumes control and power factor Improvement. During the year under review, in view of working capital constraints, your company has not made any capital investment on energy conservation equipment.

b) Technology Absorption:

Electronics technology is changing rapidly and continuous efforts are required to keep pace with it. However, due to financial and manpower constraints, your company has not been able to invest in R&D during the year under review. It is hoped that with improvement in top line and bottom line in the coming year, your company will be able to focus on this important area.

c) Foreign Exchange earnings and outgo: During the period under review, your Company utilized foreign exchange worth Rs.1418.07 lakhs and foreign exchange earning was nil.

EMPLOYEES WELFARE

The company continues to focus on welfare and improving the quality of lives of its employees. During the year the impact of COVID19 lead to the following initiatives by the company,

1. Awareness program on COVID 19 (Prevention and Management) in the factory.

2. Supply of sanitizers, face mask and gloves to all the employees.

3. Medical Assistance for the COVID Positive cases and support to the family members by providing them with essentials.

4. Financial assistance to the family members of the COVID impacted deceased employee.

5. Job offered to the spouse of the departed employee on compensatory grounds.

DEPOSITS

The Company has not accepted any deposits from the public and hence, the provisions of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, framed thereunder, are not applicable to the company.

EMPLOYEE STOCK OPTION PLAN

The Nomination and Remuneration Committee of the Board at its meeting held on 31st August, 2020 has approved 2,09,054 option grants to 11 employees of the company under ESOP scheme. Options granted shall vest after 12 months from the date of grant and these grants shall be exercised by the option grantees within a period of 12 months from the date of vesting of options.

The information to be disclosed as per SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 and Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 is annexed to this Report.

OTHER DISCLOSURES

• During the year under review, the Company has not allotted equity shares with differential voting rights

• The Company has complied with the applicable secretarial standards for Board and General Meetings held during the year under review.

• The Company has not revised the financial statements as mentioned under Section 131 of the Act.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134 (5) of the

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

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

b) that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company ended as on that date;

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

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

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

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

MANAGEMENT DISCUSSION & ANALYSIS

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

ACKNOWLEDGEMENTS

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

For and on behalf of the
Board of Directors,
Bangalore Ajit G Nambiar
13thAugust, 2021 Chairman & Managing Director

#DREnd#