- All
- Important
- Financial Update
- Fund Raise
- Board Meeting
- Dividend/Bonus
- JV/Acquisition
- Investor Meet
- Insider Trade
- Pledging
- Others
B. P. Capital Ltd — Updates, 30-05-2025: Company Update
Kundan Agrawal & Associates
Company Secretaries
Phone: 91-11-43093900
Mobile: 09212467033, 09999415059
E-mail: agrawal.kundan@gmail.com
E-21, Office No.301, Jawahar Park, Laxmi Nagar New Delhi-110092(India)
Secretarial Compliance Report of M/s B. P. Capital Limited for the year
ended 31
st
March, 2025
We, Kundan Agrawal & Associates, Company Secretaries having FRN: S2009DE113700 and
office atE-21, Office No. 301, Jawahar Park, Laxmi Nagar, New Delhi-110092have
examined:
(a) all the documents and records made available to us and explanation provided
by “B. P. Capital Limited”(“the listed entity”),
(b) the filings/ submissions made by the listed entity to the Stock Exchanges,
(c) website of the listed entity,
(d) any other document/ filing, as may be relevant, which has been relied upon to
make this certification,
For the year ended 31
st
March,2025 (“Review Period”) in respect of compliance
with the provisions of:
(a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the
Regulations, circulars, guidelines issued thereunder; and
(b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made
thereunder and the Regulations, circulars, guidelines issued thereunder by the
Securities and Exchange Board of India(“SEBI”);
The specific Regulations, whose provisions and the circulars/ guidelines issued
thereunder, have been examined, include:-
(a) Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015;
(b) Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018;
(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
(d) Securities and Exchange Board of India (Buyback of Securities) Regulations,
2018; (Not applicable on the company for the period under review)
(e) Securities and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014;(Not applicable on the company for the period under
Kundan Agrawal & Associates
Company Secretaries
Phone: 91-11-43093900
Mobile: 09212467033, 09999415059
E-mail: agrawal.kundan@gmail.com
E-21, Office No.301, Jawahar Park, Laxmi Nagar New Delhi-110092(India)
review)
(f) Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008; (Not applicable on the company for the period under
review)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share
Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing
with client;
(h) Securities and Exchange Board of India(Issue and Listing of Non- Convertible
and Redeemable Preference Shares) Regulations,2013; (Not applicable on the
company for the period under review)
(i) The Securities and Exchange Board of India (Delisting of Equity Shares)
Regulations, 2009; (Not applicable on the company for the period under
review)
(j) The Securities and Exchange Board of India (Depositories and Participants)
Regulations,2018;
(k) Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015;
and circulars/ guidelines issued thereunder; and based on the above examination, we
hereby report that, during the review period:
a) The listed entity has complied with the provisions of the above Regulations and
circulars/guidelines issued thereunder, except in respect of matters specified below:
• Refer Annexure “A” annexed to the Report
b) The listed entity has taken the following actions to comply with the observations made in
previous reports:
• Refer Annexure “B” annexed to the Report
I further report that –
• The Company has complied with the requirements of Structural Digital Data Base in terms
of Securities & Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015
including various Circulars issued by SEBI thereunder and Circular(s) issued by BSE
Limited dated March 16, 2023 and October 18, 2024.
Further to the matter and as advised in the BSE Notice No. 20230329-21 dated 29th March
2023 as well as BSE Notice No. 20230410-41 dated 10th April 2023, following are the
additional information which is the part of ongoing Annual Secretarial Audit Report –
Kundan Agrawal & Associates
Company Secretaries
Phone: 91-11-43093900
Mobile: 09212467033, 09999415059
E-mail: agrawal.kundan@gmail.com
E-21, Office No.301, Jawahar Park, Laxmi Nagar New Delhi-110092(India)
S.NO. Particulars Compliance Status
(Yes/No/NA)
Observations/Rem
arks by PCS*
1 Secretarial Standards:
The Compliances of Listed
Entity are in accordance
with the Auditing
Standards issued by ICSI,
namely CSAS-1 to CSAS-3
Yes
No
2 Adoption and timely
updation of the Policies:
All applicable
policies under SEBI
Regulations are
adopted with the
approval of Board of
Directors of the Listed
Entity
All the policies are in
conformity with SEBI
Regulations and has
been reviewed &
timely updated as
per the
regulations/circulars
/guidelines issued by
SEBI
Yes
Yes
No
No
3 Maintenance and
disclosures on Website:
The Listed Entity
is maintaining a
functional website
Timely
dissemination of
the
documents/infor
mation under a
separate section
on the website
Web-links
provided in
annual corporate
governance
reports under
Regulation 27(2)
are accurate and
specific which re-
Yes
Yes
Yes
No
No
No
Kundan Agrawal & Associates
Company Secretaries
Phone: 91-11-43093900
Mobile: 09212467033, 09999415059
E-mail: agrawal.kundan@gmail.com
E-21, Office No.301, Jawahar Park, Laxmi Nagar New Delhi-110092(India)
directs to the
relevant
document(s)/secti
on of the website
4 Disqualification of
Director:
None of the Directors of
the Company are
disqualified under Section
164 ofthe Companies Act,
2013.
Yes
No
5 To examine details
related to subsidiaries
of Listed Entity:
(a) Identification of
material
subsidiary
companies
(b) Requirements
with respect to
disclosure of
material as well as
other subsidiaries
NA
NA
NA
NA
6 Preservation of
Documents:
The Listed Entity is
preserving and
maintaining records as
prescribed under SEBI
Regulations and disposal
or records as per policy of
preservation of
Documents and Archival
Policy prescribed under
SEBI (LODR) Regulations,
2015
Yes
No
7 Performance
Evaluation:
The Listed Entity has
conducted performance
evaluation of the Board,
Independent Directors
and the Committees at the
Yes
No
Kundan Agrawal & Associates
Company Secretaries
Phone: 91-11-43093900
Mobile: 09212467033, 09999415059
E-mail: agrawal.kundan@gmail.com
E-21, Office No.301, Jawahar Park, Laxmi Nagar New Delhi-110092(India)
start of every financial
year as prescribed in the
SEBi Regulations.
8 Related Party
Transactions:
(a) The Listed Entity has
obtained prior
approval of Audit
Committee for all
Related Party
Transactions.
(b) In case no prior
approval obtained,
the Listed Entity shall
provide detailed
reasons along with
confirmation whether
the transactions were
subsequently
approved/ratified/rej
ected by the Audit
Committee.
Yes
NA
For the Financial
Year 2024-2025, the
listed entity has
obtained approval of
shareholders for all
the related party
transactions.
9 Disclosure of events or
information:
The Listed Entity has
provided all the required
disclosure(s) under
Regulation 30 along with
Schedule III of SEBI LODR
Regulations, 2015 within
the time limits prescribed
thereunder.
Yes
NA
10 Prohibition of Insider
Trading
The Listed Entity is in
compliance with
Regulation 3(5) and 3(6)
SEBI (Prohibition and
Insider Trading)
Regulations, 2015.
Yes
The Company has
complied with the
requirements of
Structural Digital
Data Base in terms
of Securities &
Exchange Board of
India (Prohibition of
Insider Trading)
Regulation, 2015
including various
Circulars issued by
SEBI thereunder and
Circular(s) issued by
BSE Limited dated
March 16, 2023 and
Kundan Agrawal & Associates
Company Secretaries
Phone: 91-11-43093900
Mobile: 09212467033, 09999415059
E-mail: agrawal.kundan@gmail.com
E-21, Office No.301, Jawahar Park, Laxmi Nagar New Delhi-110092(India)
October 18, 2024..
11 Actions taken by SEBI or
Stock Exchange(s), if
any:
No Actions taken against
the Listed Entity/ its
Promoters/ Directors
either by SEBI or by Stock
Exchanges (including
under the Standard
Operating Procedures
issued by SEBI through
various circulars) during
the F.Y. ending 31
st
March,
2024
No
The company has not
paid annual listing fees
of the stock exchange for
the financial year 2022-
2023, 2023-2024 and
2024-2025.
The shares of the
Company have been
suspended from BSE on
account of non-payment
of Annual Listing Fees.
However, BSE pursuant
to its notice no.
20210219-31 dated 19
Feb, 2021 has allowed
the trading of shares of
the company on Trade-
for-Trade basis only on
the first trading day of
every week till the
company makes
payment of outstanding
ALF to the Exchange.
The company has been
marked under the
Graded Surveillance
Measure(GSM) Stage 0
and Enhanced
Surveillance Measure
(ESM) Stage 1 by the
Bombay Stock Exchange.
Due to paucity of
funds the Annual
Listing Fees to BSE
could not be paid.
The Company is
trying its level best
to arrange funds & is
expected to pay the
fees in very near
future.
11 Additional Non-
Compliances, if any:
Any additional non-
compliance observed for
all SEBI
No
Kundan Agrawal & Associates
Company Secretaries
Phone: 91-11-43093900
Mobile: 09212467033, 09999415059
E-mail: agrawal.kundan@gmail.com
E-21, Office No.301, Jawahar Park, Laxmi Nagar New Delhi-110092(India)
regulatory/circular/guida
nce note etc.
Compliances related to resignation of Statutory Auditors from Listed Entity and their
material subsidiaries as per SEBI Circular CIR/CFD/CMD1/114/2019 dated 18
th
October, 2019:
S.No. Particulars Compli
ance
Status
(Yes/N
o/NA)
Observations/R
emarks by PCS*
1. Compliances with the following conditions while appointing/re-appointing an
auditor
i. If the auditor has resigned within 45 days from
the end of a quarter of a financial year, the
auditor before such resignation , has issued the
limited review/ audit report, for such quarter; or
ii. If the auditor has resigned after 45 days from
the end of a quarter of a financial year, the
auditor before such resignation , has issued the
limited review/ audit report for such quarter as
well as the next quarter; or
iii. If the auditor has signed the limited review
/audit report for the first three quarters of a
financial year, the auditor before such
resignation, has issued the limited review/ audit
report for the last quarter of such financial year
as well as the audit report for such financial year.
NA
No Event has been
occurred for
resignation of the
Auditor and hence,
the existing Auditor
has duly signed the
Limited Review
Report (LRR) for all
first three quarters of
the reporting F.Y
2024-2025.
2. Other Conditions relating to resignation of Statutory Auditor
i. Reporting of concerns by Auditor
with respect to the listed entity/ its
material subsidiary to the Audit
Committee:
a) In case of any concern with the management
of the listed entity/material subsidiary such
as non-availability of information/non-
cooperation by the management which has
hampered the audit process, the auditor has
approached the Chairman of the Audit
Committee of the listed entity and the Audit
Committee shall receive such concern
directly and immediately without
specifically waiting for the Quarterly Audit
NA
NA
Kundan Agrawal & Associates
Company Secretaries
Phone: 91-11-43093900
Mobile: 09212467033, 09999415059
E-mail: agrawal.kundan@gmail.com
E-21, Office No.301, Jawahar Park, Laxmi Nagar New Delhi-110092(India)
Committee meetings.
b) In case the auditor proposes to resign, all
concerns with respect to the proposed
resignation, along with relevant documents
has been brought to the notice of the Audit
Committee. In cases where the proposed
resignation is due to non-receipt of
information/explanation from the Company,
the Auditor has informed the Audit
Committee the details of
information/explanation sought and not
provided by the Management, as applicable.
c) The Audit Committee/Board of Directors as
the case may be, deliberated on the matter
on receipt of such information from the
auditor relating to the proposal to resign as
mentioned above and communicate its
views to the management and the auditor.
ii. Disclaimer in case of non-receipt of
information:
The Auditor has provided an appropriate
disclaimer in its audit report, which is in
accordance with the Standards of Auditing as
specified by ICAI/NFRA, in case where the listed
entity/its material subsidiary has not provided
information as required by the auditor.
NA
NA
NA
No Event has
been occurred
for resignation of
the Auditor
As there was no
event for
resignation of
Auditor, no
information was
required to be
received and
communicated.
NA
3. The Listed Entity/its material subsidiary has
obtained information from the Auditor upon
resignation, in the format as specified in
Annexure-A in SEBI Circular
NA
NA
Kundan Agrawal & Associates
Company Secretaries
Phone: 91-11-43093900
Mobile: 09212467033, 09999415059
E-mail: agrawal.kundan@gmail.com
E-21, Office No.301, Jawahar Park, Laxmi Nagar New Delhi-110092(India)
CIR/CFR/CMD1/114/2019 dated 18
th
October,
2019.
For Kundan Agrawal & Associates
Company Secretaries
Place: New Delhi
Date: 28/05/2025
Kundan Agrawal
Company Secretary
Membership No. 7631
C.P. No. 8325
UDIN: F007631G000464373
Annexure “A”
The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below: –
Compliance Requirement
(Regulations/Circulars/
guidelines including
specific clause)
Regulati on/ Circular
No
Deviati onsAction taken by Type of Action
(Advisory/Clarif ication/Fin
e/Show Cause Notice/
Warning, etc.)
Details of ViolationFine Amount Observations / Remarks of the
Practicing Company)
Management Response Remarks
Regulation 14 of the SEBI
(Listing Obligations and
Disclosure Requirements),
2015-Fees and other
Charges to be paid to the
recognized stock
exchange(s)
Regulation 14 of the
SEBI (Listing
Obligations and
Disclosure
Requirements), 2015
Non- payment of Annual
Listing Fees to the
Bombay Stock Exchange
Limited (BSE) for the F.Y.
2022-23, 2023-24, and
2024-2025
Bombay Stock
Exchange
Limited (BSE)
The Company has defaulted in
payment of Annual Listing
Fees to BSE for the financial
year 2022-23, 2023-24, and
2024-2025. However, BSE
pursuant to its notice no.
20210219-31 dated 19 Feb,
2021 has allowed the trading
of shares of the company on
Trade-for-Trade basis only on
the first trading day of
every week till the company
makes payment of
outstanding ALF to the
Exchange.
The company has defaulted in payment
of Annual Listing
Fees to BSE for the F.Y. 2022-23, 2023-
24 & 2024-2025 as per Regulation 14 of
the SEBI (Listing Obligations and
Disclosure Requirements), 2015
NA
As per the explanations provided to
us by the management of the
Company, the company is trying to
arrange the necessary funds to clear
its outstanding listing fees and the
company is committed to pay the
listing fees in near future.
The Company remains
committed to ensure optimum
compliances of all applicable
laws. However, due to paucity of
funds the Annual Listing Fees to
BSE could not be paid. The
Company is trying its level best
to arrange funds & is expected
to pay the fees in very near
future.
-
GSM Framework vide
Exchange notice no.
20170223-44 dated
February 23, 2017
GSM Framework vide
Exchange notice no.
20170223-44 dated
February 23, 2017
No Violation of any
Regulation of SEBI(LODR)
Regulations, 2015
Bombay Stock
Exchange
Limited (BSE)
The company has been
marked under the Graded
Surveillance Measure(GSM)
Stage 0 by the Bombay Stock
Exchange and Enhanced
Surveillance Measure (ESM)
Stage 1 by the Bombay Stock
Exchange.
No Violation of any Regulation of
SEBI(LODR) Regulations, 2015
NAThe company is trying to improve its
financial position. The management
of the company is exploring the
market and business opportunities
and is putting necessary efforts in
this respect so that the operations of
the company can be started again
In the absence of any operations
during the year under review,
there is a decline in the
operating activities of the
company. The management of
the company is exploring the
market and business
opportunities and is putting
necessary efforts in this respect
so that the operations of the
company can be started again
and the financial position & net
-
Regulation 14 of the SEBI
(Listing Obligations and
Disclosure Requirements),
2015-Fees and other
Charges to be paid to the
recognized stock
exchange(s) & SEBI CIR.
NO.
SEBI/HO/CFD/DCR/CIR/P/2
016/81dated 07th
September, 2016
Regulation 14 of the
SEBI (Listing
Obligations and
Disclosure
Requirements), 2015
& SEBI CIR. NO.
SEBI/HO/CFD/DCR/CI
R/P/2016/81dated
07th September,
2016
Non- payment of Annual
Listing Fees to the
Calcutta Stock Exchange
Limited (CSE)
The Calcutta
Stock Exchange
Limited (CSE)
The Calcutta Stock Exchange
Limited (CSE) has pursuant to
SEBI CIR. NO.
SEBI/HO/CFD/DCR/CIR/P/2016
/81dated 07th September,
2016 taken action against the
company and suspended the
trading of scrip of the
company due to non-payment
of its annual listing fees
The company has defaulted in payment
of Annual Listing
Fees to CSE as per Regulation 14 of
the SEBI (Listing Obligations and
Disclosure Requirements), 2015
NA
As per the explanation provided to
us by the company, for reasons best
known to Calcutta Stock Exchange,
the trading in the scrip of the
company has been suspended hence
the shares of the company can’t be
actively traded on the Calcutta Stock
Exchange. The Company has been
pursuing the matter with the
Exchange for revocation of
suspension but has not borne any
fruits. Even though, the company is
pursuing the matter with CSE and
even if the company succeed in
getting the suspension revoked, the
shares of the company can’t be
traded at CSE as CSE doesn’t provide
nation-wise trading terminal as being
provided by NSE and BSE.
The Company remains
committed to ensure optimum
compliances of all applicable
laws. The company is pursuing
the matter with CSE and even if
the company succeed in getting
the suspension revoked, the
shares of the company can’t be
traded at CSE as CSE doesn’t
provide nation-wise trading
terminal as being provided by
NSE and BSE.
-
Annexure “B”
The listed entity has taken the following actions to comply with the observations made in previous reports: –
Compliance Requirement
(Regulations/Circulars/
guidelines including
specific clause)
Regulati on/ Circular
No
DeviationsAction taken by Type of Action
(Advisory/Clarif ication/Fin
e/Show Cause Notice/
Warning, etc.)
Details of ViolationFine Amou nt Observations / Remarks of the
Practicing Company)
Management Response Remarks
Regulation 14 of the SEBI
(Listing Obligations and
Disclosure Requirements),
2015-Fees and other
Charges to be paid to the
recognized stock
exchange(s)
Regulation 14 of the
SEBI (Listing
Obligations and
Disclosure
Requirements), 2015
Non- payment of
Annual Listing Fees to
the Bombay Stock
Exchange Limited (BSE)
for the F.Y. 2022-23
and 2023-2024
BSE
There is a delay in payment
of Annual Listing Feesof BSE
for the F.Y.2022-23 and
2023-24 of the BSE.
In terms of circular bearing
no.
LIST/COMP/OPS/16/2019-
2020 Dated June 11, 2019
and Notice bearing no.
20190903-37 dated
September 3, 2019;
action(s) is initiated against
the company and scrip of
the company is suspended
for trading at BSE's trading
platform.However, BSE
pursuant to its notice no.
20210219-31 dated 19 Feb,
2021 has allowed the
trading of shares of the
company on Trade-for-
Trade basis only on the first
trading day of
every week till the company
makes payment of
outstanding ALF to the
Exchange.
The company has defaulted in
payment
of Annual Listing
Fees to BSE for the F.Y. 2022-23
and 2023-2024 as per Regulation
14 of the SEBI (Listing Obligations
and Disclosure Requirements),
2015
NA
As per the explanations provided
to us by the management of the
Company, the company is trying
to arrange the necessary funds to
clear its outstanding listing fees
and the company is committed to
pay the listing fees in near future.
Due to paucity of funds the
Annual Listing Fees to BSE
could not be paid. The
Company is trying its level
best to arrange funds & is
expected to pay the fees in
very near future.
-
GSM Framework vide
Exchange notice no.
20170223-44 dated
February 23, 2017
GSM Framework vide
Exchange notice no.
20170223-44 dated
February 23, 2017
No Violation of any
Regulation of SEBI(LODR)
Regulations, 2015
Bombay Stock
Exchange
Limited (BSE)
The company has been
marked under the Graded
Surveillance Measure(GSM)
Stage 0 by the Bombay
Stock Exchange
No Violation of any Regulation of
SEBI(LODR) Regulations, 2015
NAThe company is trying to improve its
financial position. The management
of the company is exploring the
market and business opportunities
and is putting necessary efforts in
this respect so that the operations of
the company can be started again
In the absence of any operations
during the year under review,
there is a decline in the
operating activities of the
company. The management of
the company is exploring the
market and business
opportunities and is putting
necessary efforts in this respect
so that the operations of the
company can be started again
and the financial position & net
worth of the company could be
improved.
-
Regulation 14 of the SEBI
(Listing Obligations and
Disclosure Requirements),
2015-Fees and other
Charges to be paid to the
recognized stock
exchange(s) & SEBI CIR.
NO.
SEBI/HO/CFD/DCR/CIR/P/2
016/81dated 07th
September, 2016
Regulation 14 of the
SEBI (Listing
Obligations and
Disclosure
Requirements), 2015
& SEBI CIR. NO.
SEBI/HO/CFD/DCR/CI
R/P/2016/81dated
07th September,
2016
Non- payment of
Annual Listing Fees to
the Calcutta Stock
Exchange Limited (CSE)
The Calcutta
Stock
Exchange
Limited (CSE)
The Calcutta Stock Exchange
Limited (CSE) has pursuant to
SEBI CIR. NO.
SEBI/HO/CFD/DCR/CIR/P/2016
/81dated 07th September,
2016 taken action against the
company and suspended the
trading of scrip of the
company due to non-payment
of its annual listing fees and
further freezed the demat
accounts of Mr. Aditya
Aggarwal, (DIN: 08982957),
erstwhile Managing Director of
the Company, Mr Rachit Garg,
(DIN: 07574194), Non-
Executive Director of the
Company and Mr Amit Kumar,
DIN: 02546958), erstwhile Non-
Executive Director of the
Company.
The company has defaulted in payment
of Annual Listing
Fees to CSE as per Regulation 14 of
the SEBI (Listing Obligations and
Disclosure Requirements), 2015
NA
As per the explanations provided to
us by the management of the
Company, the SEBI’s Circular no.
SEBI/HO/CFD/DCR/CIR/P/2016/81
dated September 07, 2016 is not
applicable to the company as it
imposes restrictions on Promoters
and Whole Time Directors of only
those companies which have been
compulsorily delisted by the Stock
Exchange as per SEBI (Delisting of
Equity Shares) Regulations, 2009.
Since no orders for delisting of
securities of our company had been
passed by the Exchange , therefore,
freezing the demat accounts of the
Mr Aditya Aggarwal, erstwhile
Managing Director of the Company
and other Non Executive Directors of
the company, i.e., Mr Rachit Garg,
Director of the Company and Mr.
Amit Kumar, erstwhile Non-
Executive Director of the company
was arbitrary and illegal. The
company had taken up the matter
with CSE and the demat accounts of
the aforesaid Directors/erstwhile
Directors have now been defreezed
by CSE.
The management of the
company has sent a
representation to the Calcutta
Stock Exchange in this regard
and has requested to recall its
order / notification dated
January 3, 2023 addressed to
National Securities Depositories
Ltd. & Central Securities
Depositories Ltd. immediately
and de-freeze the demat
accounts.of the Directors. The
demat accounts of the
Directors/erstwhile Directors
have now been defreezed by
CSE.
For Kundan Agrawal & Associates
Company Secretaries
Place: New Delhi
Date:28/05/2025
Kundan Agrawal
Company Secretary
Membership No. 7631
C.P. No. 8325
UDIN: F007631G000464373