B. P. CAPITAL LTD

B P Capital Limited was incorporated on 24 February, 1994. The Company was registered as NBFC Company with RBI but was not carrying any major activity for long and hence the shareholders of the company were hardly entitled for any return on their investment. On May 26, 2015, the sole promoter of the Company, Peeyush Kumar Aggarwal entered into a Share Purchase Agreement (SPA) with M/s Symbolic Inframart Pvt Ltd, for sale of his entire shareholding constituting 4,24,400 equity shares of face value of Rs. 10/- each representing 14.09% of paid up share capital of the Company along with the complete change in control to M/s Symbolic Inframart Pvt Ltd. During the year 2016, B. P. Capital Limited started with the procedure of Merger with Diamond Footcare Udyog Private Limited and applied to Bombay Stock Exchange (BSE) for obtaining its in principal approval for the same.During the year 2018, the Company i.e. B. P. Capital Limited had received In Principle Approval from BSE for its proposed Merger with Diamond Footcare Udyog Private Limited. Pursuant to In-Principle Approval received from BSE for proposed scheme of merger of B. P. Capital Limited with Diamond Footcare Udyog Private Limited, the Company had filed a petition of merger on 24th May 2018 with Hon'ble National Company Law Tribunal (NCLT), Chandigarh Bench vide application no. CA (CAA) NO.20/Chd/Hry/2018 and Diary No. 1770. The Hon'ble NCLT has reserved its order and the company will get a copy of order in the next hearing that is schedule to be held on 04 September 2018. The Court convened meeting of shareholders of the company for approving scheme of the aforesaid Merger will thereafter be called upon at such date as the Hon'ble NCLT may direct. During the year 2018, the company surrendered its Certificate of Registration with Reserve Bank of India (RBI) to discontinue its activities as Non Banking Finance Company, and got the approval for the same vide RBI's order dated 06th October 2016. On May 26, 2015, the sole promoter of the Company, Mr. Peeyush Kumar Aggarwal entered into a Share Purchase Agreement (SPA) with M/s Symbolic Inframart Pvt Ltd, for sale of his entire shareholding constituting 4,24,400 equity shares of the face value of Rs. 10/- each representing 14.09% of the paid up share capital of the Company at a price of Rs. 10/- per share along with the complete change in control to M/s Symbolic Inframart Pvt Ltd., Pursuant to above SPA, the Acquirer came up with an Open Offer to shareholders of Company to acquire upto 7,83,068 equity shares of Rs. 10/- each representing 26% of the present issued, subscribed and paid up capital of the Company. The acquirer, M/s Symbolic Inframart Pvt Ltd, is a Special Purpose Vehicle (SPV) of Diamond Group, a footwear manufacturers and marketers of footwear products in India and subsequent to completion of Takeover Open Offer, propose to consolidate its flagship company Diamond Footcare Udyog Private Ltd. into the Target Company, i.e., B. P. Capital Ltd., through merger/ demerger or acquisition of holding. The Company, B. P. Capital Ltd., therefore, applied to RBI for voluntary surrender of its Certificate of Registration with RBI to discontinue its activities as Non Banking Finance Company and got approval of RBI for same vide RBI's order dated 06th October, 2016. Further, on receipt of approval from SEBI, Mr. Peeyush Kumar Aggarwal (the exiting Promoter) transferred its 4,24,400 equity shares of Rs. 10/- each to M/s Symbolic Inframart Private Limited on 4th August, 2017. Pursuant to SPA entered into between Mr. Peeyush Kumar Aggarwal and M/s Symbolic Inframart Pvt. Ltd. M/s SIPL had appointed its representatives on the Board of B. P. Capital Limited (BPCL) and acquired control of BPCL pursuant to takeover open offer made by M/s SIPL. During the year 2024-25, Company had initiated a merger process with Diamond Footcare Udyog Pvt. Ltd. to acquire its footwear business as a going concern. However, the scheme of merger was withdrawn by the Diamond Footcare Udyog Private Limited, and the Hon'ble NCLT, Chandigarh Bench, dismissed the petition as withdrawn vide its order dated 28 August 2019. The management of the company is now exploring the possibilities of starting a new business and is putting necessary efforts in this respect so that the operations of the company can be started again.