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
 
                                              31.03.2012    31.03.2011
 
 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
 
 BUSINESS OVERVIEW
 
 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
 research.
 
 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
 monitor.
 
 Dividend
 
 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 
 Arrangement.
 
 * 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
 the business.
 
 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
 andX-Ray.
 
 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
 service.
 
 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
 through dealerships.
 
 Depreciation of rupee has made imports expensive.
 
 Outlook
 
 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
 prices.
 
 * 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
 Systems.
 
 * 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.
 
 Borrowings
 
 Total borrowings of the Company as on 31st March, 2012 stood at Rs.25
 Crores.
 
 Capital Expenditure
 
 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
 policies.
 
 Corporate Tax
 
 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
 eventuality
 
 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
 irregularities; and
 
 iv.  The Directors had prepared the accounts for the year ended 31st
 March, 2012, on a'' going concern'' basis.
 
 * PUBLICDEPOSITS
 
 Your Company has not accepted any deposits from the public.
 
 * SUBSIDIARY COMPANIES
 
 Your Company has one subsidiary Company viz. Bharat Energy Ventures
 Limited (BEVL).
 
 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
 multinational companies.
 
 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
 turnover.
 
 * 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.
 
 * DIRECTORS
 
 Capt. S Prabhala and Mr. K S Prasad, Directors, retire by rotation at
 the ensuing Annual General Meeting and are eligible for re-appointment.
 
 * AUDITORS
 
 M/s. T Velu Pillai & Co., Chartered Accountants, Bangalore, retire at
 the ensuing Annual General Meeting and are eligible for re-
 appointment.
 
 * 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.
 
 * ACKNOWLEDGEMENT
 
 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
 Shareholders.
 
                                             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.