The Directors have pleasure in presenting the 48th Annual Report on
the business and operations of the Company, together with the Audited
Statement of Accounts for the year ended 31st March, 2012. The
financial highlights on the operations of the Company are as follows:
FINANCIAL HIGHLIGHTS (Rs. in crores)
Particulars Year ended
Net Sales and other income 153.10 229.98
Profit before Interest,
Depreciation and Tax 65.54 133.31
Less: Interest 3.66 10.45
Depreciation 7.85 7.97
Impairment Loss on Asset - 13.39
Provision for doubtful advances/ debts 0.28 0.15
Extra-ordinary items (net) 2.01 22.86
Profit / (Loss) before Tax 51.74 78.49
Deferred Tax Asset 8.95 (0.76)
Profit / (Loss) after Tax 60.69 77.73
Despite a challenging and volatile economic environment and continuing
depreciation of the rupee, your Company ended with a total income of Rs.
153.10 Crores for the year 2011-12 compared to Rs. 229.98 Crores for the
previous year. The gross profit earned for the year is Rs. 65.54 Crores.
After providing Rs. 7.85 Crores and Rs. 3.66 Crores towards depreciation
and finance charges respectively, your Company has earned a profit
(before provisions & taxation) of Rs. 54.03 Crores forthe year 2011-12.
The operations ofthe Company though, continued to be affected due to
working capital constraints and lack of bank funding.
Your Company has received the 2011 Frost and Sullivan - Best Practices
Award for Market Share Leadership in Value Segment of ECG Monitors.
Frost and Sullivan, a globally reputed consulting organization had
recently published its market research service on Overview of Indian
ECG Equipment Market in India, based on primary and secondary
As per Frost and Sullivan, BPL Limited offers one of the widest and
best line of products in the value segment of ECG monitors at a
competitive price, and has said that the Company''s in-house R&D has the
ability to customize their products according to the varying needs of
the customers. This makes BPL unique among its competitors. In
addition, BPL''s excellent after-sales service back up enables to
provide one of the quickest up-time and in-service time (i.e. response
time) which has paid off in setting up a strong and loyal customer
base. Thus, BPL''s focus on patient care with its reliable and
affordable products has significantly contributed to the growth and
made it a one-stop solution provider in the value segment of ECG
Your Directors regret their inability to recommend any dividend on
equity shares of the Company since your Company has accumulated losses
on the Balance Sheet and need to fund the business activities.
However, your Board has approved payment of dividend on preference
shares at Rs. 0.001 per share ofRs. 100/- each, amounting to Rs. 16,959/-
as per the terms of the issue covered by the approved Scheme of
* HEALTH MANAGEMENT SOLUTIONS (HMS)
Industry structure & developments
As India''s population grows and its middle class expands, the country
faces a huge social and fiscal challenge - how to provide high quality
affordable healthcare to over 1.2 billion people? The Government of
India is working to meet several key strategic goals like, health as a
right for all citizens, universal health coverage, accessible,
affordable and accountable quality health services, convergence and
development of public health systems and services that are responsive
to the health needs and aspirations of the people and reducing
disparities in health across regions and communities by ensuring access
to affordable health care. The Government''s decision to make major
investments in the expansion of its healthcare infrastructure is an
important step in this journey.
The Health Care Industry consists of health care facilities, medical
devices, diagnostic centers and medical insurance, emergency care,
specialist medical care and medical tourism. It is one of India''s
largest business sectors in terms of revenue and employment.
The Union Budget 2012-13 has seen the excise duty increased by one
percent and countervailing duty by two percent. There has been an
increase in service tax from 10 percent to 12 percent, increasing the
cost of installation, maintenance, and spare parts. For the common
man, government initiatives like exempting Rs. 5000/- spent for
preventive health check-ups from tax, healthcare being excluded from
service tax, increased funding for National Rural Health Mission, the
announcement of National Urban Health Mission, and additional
allocation for National Skill Development Council will certainly widen
healthcare coverage and ensure better medical facilities.
Opportunities and Threats
The Indian Health Care Industry is expected to grow at a steady rate,
as substantial investments have been planned on healthcare delivery.
Strong growth is expected from smaller cities and towns and calls for
an effective Distribution and Service infrastructure.
In order to offer affordable solutions for changing healthcare demands,
your Company launched a few frontline diagnostic products in the
market. BPL launched 4 new products covering Patient Monitoring and
Defibrillator segments viz. Defibrillator with Automated External
Defibrillation (AED) facility, Public Access defibrillator, 8.4
display multi- parameter Patient Monitor and Infusion Pump. This is
expected to improve the revenues for the Company in the coming years.
In addition, the neighboring countries offer market opportunities for
Today, BPL offers products in the areas of Cardio-pulmonary, Patient
Monitoring, Imaging, Women and Child Care. The range of products
include ECG, Defibrillator, Cardiac Analyzer, Stress Test System,
Patient Monitor, Fetal & Maternal Monitor, Infusion Pump, Ultrasound
Risks & Concerns
Engineering initiatives and R&D have become increasingly important in
order to mitigate the threat of obsolescence, falling prices and
imports. Your Company has therefore planned significant investments in
product development and is confident of maintaining its market share
with competitive products, efficient operations and superior customer
Multi-national companies have expanded their presence from the premium
segment of devices into the value segment. Entry of new players in the
traded ECG and Patient monitoring market have increased the competition
in these segments. The companies are investing on increasing their reach
Depreciation of rupee has made imports expensive.
While your Company made a modest export of products during the period
under review, it will continue to broaden customer base by
strengthening the well-established network of distributors and dealers.
During the year, your Company has been re-certified for ISO13485:2003
and ISO9001:2008. It intends to certify and expand the number of
products covered under CE certifications, thus making them conform to
international quality standards.
The Health Care Management Business of your Company has
institutionalized the Sales CRM package to enhance Sales force
effectiveness and be online with the dynamics of the market. In the
coming year, Service delivery would be the focus.
Several marketing activities were implemented to double your
Company''s participation in customer events and to enhance the digital
footprint. This is in addition to advertisements in healthcare print
media, using Frost & Sullivan Award as a platform to enhance the brand
perception and communication with the field team and dealer network.
- PRINTED CIRCUITS BOARD (PCB) BUSINESS
The PCB Industry consist of single sided, double sided and multi layer
PCBs. The single sided PCBs caters to Lighting Segment both in CFL and
LED lighting, consumer electronics, basic telecom equipments, low-end
power conversion and auto electronics industry. There was small growth
in the single sided PCB industry during 2011-12 due to increased demand
in CFL lighting. Further, auto electronics demand is increasing month
on month for LED lighting.
Your company''s PCB unit is manufacturing only single sided PCBs. The
unit has commenced trading of double sided & multi layer PCBs and is
expected to increase this by 15% in the coming year.
In spite of US Dollar appreciation against rupee and abnormal price
fluctuations in petroleum products, which are being used for laminate
manufacturing, your company was able to sustain & achieve reasonable
sales in PCB business.
- RISKSAND CONCERN
The profit margins diminished to some extent due to rupee devaluation,
in addition to fluctuation in petroleum products prices and copper in
the international market, which has directly affected the laminate
* INTERNALCONTROLANDTHEIR ADEQUACY
The Company has adequate internal control systems and checks, which
ensure that all assets are safeguarded and that all transactions are
properly recorded and reported.
The internal control systems are supplemented by extensive programme of
internal audit conducted by an external qualified Chartered
Accountants. The Company has also put in place effective Budgetary
* FINANCIAL PERFORMANCEAND ANALYSIS Share Capital
During the year, your company issued 1,59,937 new equity shares to the
eligible employees and directors who have exercised the vested options
under Employees Stock Option Scheme- BPL ESOS -2009. Accordingly, the
paid up Equity Share Capital of the Company as on 31st March, 2012
stood at Rs. 48.67 Crores comprising 4,86,70,181 equity shares ofRs. 10/-
each, fully paid up. The paid up Preference Share Capital of the
Company as on 31st March, 2012 was Rs.169.59 Crores consisting of
1,69,58,682 Redeemable Preference Shares of Rs.100/- each.
Reserves & Surplus
The Reserves of the Company after adjusting surplus during the year
2011-12 stood atRs. 159.39 Crores.
Total borrowings of the Company as on 31st March, 2012 stood at Rs.25
The capital expenditure of the company for the financial year ended
31st March, 2012 was Rs. 0.25 Crores.
Depreciation and Amortization
The details of Depreciation and Amortization have been provided in the
notes to accounts. No significant changes were made in the depreciation
Since the company has not generated any taxable income for the period,
no provision for taxes has been made in the books.
- HR PRACTICESAND MAJOR INITIATIVES
The year saw the release of the White Book, a guide to all employees on
policies and procedures to help them perform at their optimum. Focused
employee communication imbibing mission, vision and values were also
undertaken through sustained employee engagement activities. Impetus
was also given on developmental activities.
* EMPLOYEES STOCK OPTION SCHEME
During the period under review, 1,59,937 options were exercised and
accordingly, equity shares were allotted to the option grantees under
the Employees Stock Option Scheme called BPL Limited- ESOS-2009
The information to be disclosed as per SEBI (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, is annexed
to this Report.
* SAFETY, HEALTHAND ENVIRONMENT
Employee engagement activities like Health talks, free health check up
by noted health professionals, celebration of women''s day, and various
helpdesk were set up to facilitate employee welfare during the year
Safety committees at all the manufacturing units are functioning
properly to ensure safe and healthy work environment.
Safety, Health and Environmental requirements as per rules have been
adhered to at all units. Shop in-charge personnel and all security
staff have been given sufficient on job training for the usage of
safety equipments while in the shop floor. Necessary consent(s) have
been obtained from pollution control Board with respect to water and
air. Fire fighting equipments and water hydrant system are installed
inside the factory for safety of all personnel and to meet any
The Company had 410 employees as on March 31,2012.
* DIRECTORS'' RESPONSIBILITYSTATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
i. In the preparation of the accounts for the year ended 31st March,
2012, the applicable accounting standards had been followed along with
proper explanation relating to material departures;
ii. The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the Profit of the
company for the year under review;
iii. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
iv. The Directors had prepared the accounts for the year ended 31st
March, 2012, on a'' going concern'' basis.
Your Company has not accepted any deposits from the public.
* SUBSIDIARY COMPANIES
Your Company has one subsidiary Company viz. Bharat Energy Ventures
Your Company has resolved to utilize the general exemption granted by
The Ministry of Corporate Affairs, Government of India vide its General
Circular No. 2/ 2011 dated 8th February, 2011 from attaching the
Balance Sheet, Statement of Profit and Loss, Directors'' Report,
Auditors Report and other related documents of subsidiary companies and
accordingly, the said documents of Bharat Energy Ventures Limited, a
subsidiary of your Company are not attached to the Balance Sheet of
your Company. However, requirements which your Company is required to
meet under the said circular, will be complied with.
Your company undertakes that the annual accounts and the related
detailed information of your Company''s subsidiary- BEVL will be made
available to the shareholders of the Company and BEVL, who seek such
information at any point of time. The annual accounts of BEVL will also
be kept for inspection by any shareholders in the head office ofyour
Company and of BEVL.
* PARTICULARS OF EMPLOYEES
Particulars of employees as required under Section 217(2A) ofthe
Companies Act, 1956 and the Companies (Particulars of Employees) Rules,
1975 as amended, forms part of this report. However, this report is
being sent to all the shareholders of the Company excluding the
aforesaid information and the said particulars are made available at
the registered office of the Company The members interested in
obtaining information under Section 217 (2A) may write to the Company
Secretary at the registered office of the Company
* CONSERVATION OF ENERGY
Though not a large-scale user of energy, your Company continues to
explore several measures to conserve scarce resources and protect the
environment. These include Water Recycling, Waste Recycling, Solder
Fumes Control and Power Factor Improvement.
* TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
Continuous efforts have been made for developing new technologies and
to innovate products for affordable healthcare.
In the coming year, your Company will be delivering results on the
obsolescence management programs that are underway in its existing
range of in-house developed ECG, Defibrillator and patient monitor.
While the monochrome displays give way to color displays, advanced
algorithms and current-technology vital sign modules would become part
of our product line.
In the current year, your Company made foray into the area of critical
patient care with the introduction of its syringe and volumetric pumps
for facilitating drug delivery and by adding Automated External
Defibrillator (AED) feature to its existing biphasic defibrillator.
* RESEARCH AND DEVELOPMENT (R & D)
Specific Areas in which Research & Development is carried out by the
Company and Benefits Derived from R & D
The Healthcare Management Solutions Business focuses on frontline care.
It has focused on in-house development of ECG, defibrillator and
patient monitoring products in the primary care area. These products
incorporate state of the art technologies and also are built to perform
under rigorous working conditions, pan- India. In the coming year, your
Company plans to enter the high end spectrum of ECG & Patient
Monitoring Devices with an in- house developed A4 ECG system and five
parameter monitors with touch screen capability, which are dominated by
Future Plans of Action
In line with the Product development road map and to put the Healthcare
Management Solutions Business on a fast track and to strengthen and
improve its products portfolio, BPL HMS will continue to collaborate
with global technology companies in order to bring appropriate
technologies. These products will drive the cost of healthcare down by
promoting early stage diagnosis. To offer affordable solutions to the
medical fraternity, your Company would continue to enhance its customer
reach and service capabilities at the front end while becoming
operationally more effective.
* R&D Expenditure
The Capital and Revenue Expenditure on R&D during the year amounted to
Rs. 1.66 lakhs & Rs. 82.88 lakhs respectively, which is 0.55% ofthe
* EXPORT IN CENTIVES AND PLANS
During the year under review, your Company made a formal entry into
neighboring countries in the health care market by signing up
distributorships in Nepal, Myanmar & Srilanka. The coming year should
see more business from these alliances.
* FOREIGN EXCHANGE EARNINGS AND OUT GO
During the period under review, your Company utilized foreign exchange
worth Rs. 36.93 Crores and foreign exchange earning was nil.
Capt. S Prabhala and Mr. K S Prasad, Directors, retire by rotation at
the ensuing Annual General Meeting and are eligible for re-appointment.
M/s. T Velu Pillai & Co., Chartered Accountants, Bangalore, retire at
the ensuing Annual General Meeting and are eligible for re-
* MANAGEMENT DISCUSSION & ANALYSIS
Your Directors have covered the Management Discussion & Analysis as
required under the Corporate Governance requirements, as a part of the
Directors'' Report in appropriate places, to avoid duplication and
overlapping of the contents of the said two reports.
The Board wishes to record its appreciation of the continued support
and hard work of the employees at all levels. The Board also
acknowledges continued co-operation received from Dealers, Suppliers,
Customers, Banks, Government Departments, Financial Institutions and
For and on behalf of the
Board of Directors
Bangalore Ajit G Nambiar
30th May, 2012 Chairman & Managing Director
Registered Office: BPL Works, Palakkad-678 007, Kerala.