TO THE MEMBERS

BCPL INTERNATIONAL LIMITED

(Formerly, Birdhi Chand Pannalal Agencies Ltd)

The Directors are pleased to present the Thirty First (31st) Annual Report together with the Audited Accounts of your Company for the Financial Year ended March 31, 2016. The summarized financial performance of your Company is as follows:

(Rs. in lakhs)

OPERATIONS

During the year under review, your Company achieved Total Income of Rs. 3258.53 Lakhs. Some of the key highlights of your Company’s performance during the year under review are:

- Profit before taxation is Rs. 17.34 Lakhs as against Rs. 1.79 Lakhs in the last year.

- Net profit after taxation is Rs. 7.69 Lakhs as against Rs. 1.22 Lakhs in the last year. DIVIDEND

In order to maintain a healthy capital adequacy ratio to support long term growth of your Company, your Directors has not recommended any Dividend for the Financial Year 2015-16.

AMOUNTS PROPOSED TO CARRY TO THE RESERVES

The Company has not transferred any amount out of the profit earned to reserve account during the year under review. The entire profit earned during the year under review is being carried forward under Profit & Loss Account.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial year relate and the date of this report.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

The BSE Ltd has suspended the trading in Equity Shares of the Company w.e.f 24^th December, 2015. Except this no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company’s Internal Control Systems are commensurate with the nature, size and complexity of its business and ensure proper safeguarding of assets, maintaining proper accounting record and providing reliable financial information.

The Directors have laid down internal financial controls to be followed by the Company and such policies and procedures have been adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting record and the timely preparation of reliable financial information.

An external independent firm carries out the internal audit of the Company operations and reports its findings to the Audit Committee on a regular basis. Internal Risk and Control function also evaluates organizational risk along with controls required for mitigating those risks. Internal Audit provides assurance on functioning and quality of internal controls along with adequacy and effectiveness through periodic reporting.

The Company has a Code of Business Conduct for all employees and a clearly articulated and internalized delegation of financial authority. These authority levels are periodically reviewed by management and modifications, if any, are submitted to the Audit Committee and Board for approval. The Company also takes prompt action on any violations of the Code of Business Conduct by its employees.

The Audit Committee reviews the effectiveness of the internal control system and also invites senior management personnel to provide updates on operating effectiveness and controls from time to time. A CEO/CFO Certificate signed by the Managing Director of the Company confirms the existence and effectiveness of internal controls and reiterates their responsibilities to report deficiencies to the Audit Committee. The Audit Committee also reviews the Risk management framework periodically and ensures it is updated and relevant.

During the year under review, the Internal Financial Control Audit was carried out by the Statutory Auditors, the Report of which is forming part of this Annual Report.

DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

AUDITORS i. STATUTORY AUDITORS

M/s A. K. Meharia & Associates, Chartered Accountants, (Firm Registration No.324666E), Statutory Auditors of the Company, who shall hold office until the conclusion of the Annual General Meeting of the Company to be held for financial year 2016-17, are eligible for reappointment. They have confirmed their eligibility to the effect that their re-appointment, if made would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).

The Notes on financial statement referred to in the Auditors Report are self explanatory and do not call for any further comments. The Auditors Report does not contain any qualification reservation or adverse remark.

ii. Secretarial Auditor

In terms of Section 204 of the Companies Act, 2013, read with the Companies ( Appointment and Remuneration of Managerial Personnel ) Rules, 2014 the Company had appointed Ms. Monalisa Datta, Practicing Company Secretary (Certificate of Practice No. 13580), as the Secretarial Auditor to conduct an audit of the secretarial records, for the financial year 2015-16, 2016-17 & 2017-18.

The Secretarial Audit Report for the financial year ended 31st March, 2016 is annexed herewith as [Annexure A] to this report.

DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary/joint ventures/associate companies.

SHARE CAPITAL AND SUB-DIVISION OF EQUITY SHARES

Pursuant to approval of the Shareholders obtained through Postal Ballot whose result was declared on 16^th June, 2015, your Company has sub-divided the face value of its equity shares of Rs. 10/each, fully paid up into equity shares of Re. 1/- each, fully paid-up. The Board of Directors had fixed record date July 3, 2015 as the “Record Date” for the purpose of ascertaining the eligible Shareholders for receiving the aforesaid sub-divided equity shares. Subsequent to the aforesaid Record Date, new share certificates have been dispatched to the Shareholders who held shares in physical mode and also credited to the respective demat account that held shares in electronic mode.

Accordingly, the Authorized Share Capital of your Company stands re-classified at Rs. 6,00,00,000/- divided into 6,00,00,000 Equity Shares of Re. 1/- each. At present the Issued, Subscribed and Paid Up Share Capital of your Company is Rs. 3,91,00,000/- divided into 3,91,00,000 Equity Shares of Re. 1/- each, fully paid-up .

NAME CHANGE

Pursuant to approval of the Shareholders obtained through Postal Ballot and the result of which was declared on 16^th June, 2015, your Company’s name was changed to “BCPL INTERNATIONAL LTD” and the Company has also received fresh Certificate of Incorporation dated July 3, 2015 from Registrar of Companies, Kolkata.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 and the same is annexed as [Annexure-B] to this Report.

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

a) Particulars of Conservation of Energy, Technology Absorption

The Provisions of Section 134(m) of the Act relating to conservation of energy and technology absorption do not apply to this Company as the Company has not carried out any manufacturing activities.

b) Foreign Exchange Earnings and Outgo

During the year under review there was no foreign exchange outgo nor was any foreign exchange earned.

Your Company has a duly constituted Board of Directors which is in compliance with the requirements of the Companies Act, 2013, schedules thereto and rules framed thereunder and also in terms of the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Articles of Association of the Company.

a) Declaration by Independent Directors

All the Independent Directors have given a declaration that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 read with the rules made there under and Regulation 16(1)(b) of SEBI(LODR) Regulations, 2015

b) Familiarization Programme undertaken for Independent Directors

The Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. On appointment, the Independent Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. The Director is also informed in brief the various compliances required from him/her as a Director. The Director is also explained in detail the various compliances required from him/her as a Director under the various provisions of the Companies Act, 2013, SEBI (LODR) Regulations, 2015. The details of familiarization programme are available on the Company’s website under the web link www.birdhichand.in.

c) Non-Independent Director

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Santanu Pal (DIN: 07096019), Director, is liable to retire by rotation and being eligible, offers himself for re-appointment. The Board recommends his appointment with a view to avail his valuable advices and wise counsel.

A brief profile of the above Director seeking re-appointment required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in the Notice of AGM forming part of the Annual Report.

None of the Directors of the Company are disqualified for being appointed as Directors, as specified in Section 164 (2) of the Companies Act, 2013 and rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

d) Changes in Directorship during the year

During the year under review the Board appointed Mr. Avijit Koner (DIN: 07297850) as a Non-Executive Independent Director w.e.f. 10^th November, 2015.

Mr. Kishan Lal Soni (DIN: 06902541) has resigned from the Directorship of the Company w.e.f. 10^th November, 2015. The Board of Director placed on record their sincere appreciation for the valuable contribution made by Mr. Kishan Lal Soni during his tenure as Director of the Company.

e) Key Managerial Personnel

Ms. Neha Sureka resigned from the post of Whole Time Secretary & Compliance Officer of the Company w.e.f. 29^th April, 2016.

BOARD EVALUATION

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the SEBI Listing Regulations, evaluation of all Board members is done on an annual basis. The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors. Such performance evaluation process was formulated in consultation with the Nomination and Remuneration Committee and approved by the Board. The performance evaluation, thus, included the following:

a) Criteria for evaluation of Board of Directors as a Whole

- The frequency of meetings;

- The length of meetings;

- The number of committees and their roles;

- The flow of information to board members and between board members;

- The quality and quantity of information;

- The disclosure of information to the stakeholders.

b) Criteria for evaluation of the Individual Directors

- Ability to contribute and monitor corporate governance practices;

- Ability to contribute by introducing best practices to address top management issues;

- Participation in long term strategic planning;

- Commitment to the fulfillment of Director obligations and fiduciary responsibilities;

- Guiding strategy;

- Monitoring management performance and development;

- Statutory compliance & Corporate Governance;

- Attendance and contribution at Board/Committee meetings;

- Time spent by each of the member; and

- Core competencies.

The Directors expressed their satisfaction over the evaluation process and results thereof.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

A total of twelve Meetings of the Board of Directors of your Company were held during the year under review. The maximum interval between two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013, Clause 49 of the erstwhile Listing Agreement and in the SEBI (Listing Obligations and Disclosure and Requirements) Regulations, 2015. Details of all Board/Committee Meetings are given in the Corporate Governance Report which forms part of this Annual Report.

MEETINGS OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met on 3rd March, 2016, without the attendance of Non-Independent Directors and members of the management, inter alia, to discuss on the following:

- To review the performance of the Non-Independent Directors and the Board as a whole;

- To review the performance of the Chairperson of your Company, taking into account views of Executive / Non-Executive Directors; and

- To assess the quality, quantity and timeliness of flow of information between your Company’s management and the Board that was necessary for the Board to effectively and reasonably perform their duties.

COMMITTEES OF THE BOARD

The Company has constituted/re-constituted various Board level committees in accordance with the requirements of Companies Act, 2013. Details of all the Committees along with composition and meetings held during the year under review are provided in the Report on Corporate Governance forming part of this report.

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming part of this Annual Report. There have been no instances where the Board has not accepted the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming part of this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition and terms of reference of the Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming part of this Annual Report.

DIRECTORS APPOINTMENT & REMUNERATION POLICY

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Company’s policy on Directors appointment and remuneration by the Nomination and Remuneration Committee was approved by the Board of Directors. The said policy is appended as [Annexure- C] to this Report.

The said policy may also be referred to, at the Company’s official website at the web link www.birdhichand.in.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Board has adopted a Whistle Blower Policy to maintain highest standards of professionalism, honesty, integrity, ethical behaviour and to provide a vigil mechanism for Directors/Employees to voice concern in a responsible and effective manner regarding unethical matters involving serious malpractice, abuse or wrongdoing within the organization. The Company affirms that during the year no personnel have been denied access to the Audit Committee.

The Whistle Blower Policy is available on the website of the Company at www.birdhichand.in.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company as an organization is committed to provide a healthy environment to all employees and thus does not tolerate any discrimination and/or harassment in any form. The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassments complaints received and disposed off during the financial year ended March 31, 2016:

- No. of Complaints received : NIL

- No. of Complaints disposed off : Not Applicable PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has complied with Section 186 of the Companies Act, 2013.

The Company has not given any guarantee or provided security during the year under review. RELATED PARTY TRANSACTIONS

During the financial year ended March 31, 2016, your Company’s transactions with all the Related Parties as defined under the Companies Act, 2013 read with Rules framed there under were in the ‘ordinary course of business’ and at ‘arm’s length’ basis. Your Company does not have any material unlisted subsidiary as defined under Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, your Company did not have any Related Party Transaction which required prior approval of the Shareholders.

There are no transactions to be reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

A statement of all Related Party Transactions entered was placed before the Audit Committee for its prior approval, specifying the nature, value and any other terms and conditions of the transactions. There has been no materially significant Related Party Transactions during the year under review, having potential conflict with the interest of the Company. Necessary disclosures required under the Accounting Standards (AS-18) have been made in the Notes to Financial Statements.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

A statement containing the details of the Remuneration of Directors, Key Managerial Personnel (KMP) and Employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as [Annexure-D] forming part of this Report.

The Company have no employee drawing a remuneration of Rs. 60,00,000/- (Rupees Sixty Lakhs) per annum or part thereof in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CORPORATE GOVERNANCE REPORT

Pursuant to the provisions of Regulations 34 read with point C & E of Schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate Governance is given as [Annexure-E] for the financial year ended 31^st March, 2016 along with the Certificate on its Compliance is forming part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis is given as [Annexure-F] forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of the Company’s various businesses, internal controls and their adequacy, risk management systems and other material developments during the financial year 2015-16.

RISK AND MITIGATING STEPS

The Company has identified various risks faced by the Company from different areas. Appropriate structures are present so that risks are inherently monitored and controlled inter alia through strict quality assurance measures.

The Company has adequate internal control system and procedures to combat risks. The risk management procedure is reviewed by the Audit Committee and Board of Directors on a quarterly basis at the time of review of quarterly financial results of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), the Directors of your Company confirm that:

- in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable Accounting Standards and Schedule III of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), have been followed and there are no material departures from the same;

- the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2016 and of the profit & loss of the Company for the Financial Year ended 31^st March, 2016;

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the annual accounts have been prepared on a ‘ going concern’ basis;

- proper internal financial controls laid down by the Directors were followed by your Company and that such internal financial controls are adequate and operating effectively; and

- proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

APPRECIATION

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

For & on behalf of the Board

Krishan Gopal Rathi

Managing Director

DIN: 00595975

Place: Kolkata

Date: 30^th May, 2016