B & A Ltd.
|BSE: 508136||Sector: Agri and agri inputs|
|NSE: N.A.||ISIN Code: INE489D01011|
|BSE LIVE 15:40 | 23 Feb||242.25||
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
B & A Ltd. (BA) - Director Report
Company director report
Your Directors have pleasure in presenting the Annual Report together with the auditedfinancialstatements of the company for the financial year ended 31st March 2016.
Financial results of the Company are summarized below:
Rs. In lacs
Net sales for the year were higher by 7.5 % over previous year. Profit before Taxationstood at Rs. 1020.05 lacs for the year as against a profit of Rs. 941.31 lacs in theprevious year. The Earnings per Share (EPS) for the year stood at Rs. 24.98 as against Rs.25.31 in the previous year.
PERFORMANCE AND OPERATIONS
Your company manufactured high quality CTC teas. Having established as a premium markover the years and being consistent with its quality your company's tea fetched highersales value. The production was higher in the financial year by 2.85
lacs kgs. compared to previous year. The company recorded higher sales of 2.77 lacskgs. of tea in this financial year compared to previous year. The average pricerealization from combined sale of own leaf and bought leaf of the company's tea during theyear was Rs. 201.02 per kg as against Rs. 196.79 per kg during the previous year whichreaffirms the market preference for quality teas produced by your company. Howeverdespite increase in volume and price of its tea the profitability of the company waslargely affected in this financial year due to continuous increase in input costsparticularly in
the area of wages manure and power which was beyond its control. Despite of all theseadversities your company was able to achieve the budgeted surplus due to effective costcontrol in other areas and by increasing the productivity of its quality teas while mostof the tea companies of its size recorded drop in the surplus during the period underreview.
In terms of Securities & Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 [SEBI(LODR)] the Management Discussion andAnalysis Report annexed with the Directors Report which form part of this Annual Reportgives a detailed analysis of your company's operations and performance vis-a-vis industrystructure and developments.
TRANSFER TO RESERVES
The company has not transferred any amount to any reserves out of the current year'sprofit.
Your Board of Directors is pleased to recommend a dividend of 30 % on equity sharecapital of the company for the financial year 2015-16. The distribution of dividend willresult in payout of Rs. 93 lacs excluding tax on dividend.
In view of Indian crop being lower by 16 mkgs compared 2014 while African crop alsobeing down by 66 mkgs during the same period the market as expected opened on a strongnote. Demand for clean and good liquoring CTC teas is stronger. Emphasis should continueto be on improving and maintaining quality. Positive response from some of the majorpacketeers and whole sellers from Gujarat and Maharashtra has been encouraging for AssamCTC teas. Prospect of higher volume of export appears to the encouraging in as much assanctions has been lifted on Iran and fall in crude oil prices should benefit rupee trade.However political development in West Asia may affect other ports which need to bewatched. Demand from CIS counties are also expected to remain good. However clean andquality teas will continue to gain ground from continent market. In view of above yourcompany is expected to maintain its current growth in sales and profitability barringunforeseen events or circumstances.
The Company's subsidiary B&A Packaging India Ltd which is engaged in theproduction of high quality paper sacks and flexible laminates performed commendablyduring the financial year ended 31st March 2016 and surpassed its previous results. Duringthe financialyear ended 31st March 2016 the company registered a net turnover of Rs. 49.19cr. (previous year Rs. 47.09 cr.) and a pre-tax profit of Rs. 4.84 cr. (previous year Rs.3.66 cr.). The Board of Directors of the subsidiary company has recommended a dividend ofRe. 0.50 per equity share (previous year Re.0.50 per equity share) for the financial yearended 31st March 2016. Growth trends and financial performance of the company have beenincluded under clause 3.3 in the Management Discussion and Analysis Report.
EXTRACT OFANNUAL RETURN
Pursuant to section 92(3) of the Companies Act' 2013 (hereinafter the Act) read withrule 12 (1) of the Companies (Management & Administration) Rules 2014 extract ofannual return of the company for the financial year ended 31st March 2016 is attached withBoard's Report and marked as Annexure-A.
CORPORATE SOCIAL RESPONSIBILITY(CSR)
Duly constituted CSR Committee had recommended to the Board for its consideration andapproval of payments under various activities as per the approved policy. The CSR policyas recommended by the CSR committee and approved by the Board of Directors is available atthe website of the company at the web link http://www.barooahs.com.The constitution of the CSR committee and particulars of meetings of the committee heldduring the year are disclosed in Corporate Governance Section of the Annual Report. Interms of rule 9 of the Companies (Accounts) Rules 2014 read with rule 8 of the Companies(Corporate Social Responsibility Policy) Rules 2014 Annual Report on CSR is annexed andmarked as Annexure-B and forms part of the Director's Report.
The Company has no outstanding deposit as on 31st March 2016.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Company's Directorate consists of nine directors five of them are independent.Mrs. A. Farley continues to be the Chairman of the Board. No new directors were appointedduring the year and none of the existing directors resigned. The composition of thedirectorate is in conformity with the provisions of the Companies Act' 2013 allied rulesand SEBI (LODR) Regulations 2015. The particulars of the Directorate and the KeyManagerial Personnel are given under Section-I of the Corporate Governance Report whichforms part of this Annual Report.
By virtue of Section 152 of the Act' Mr. Amit Chowdhuri retires by rotation in theensuing Annual General Meeting and is eligible for re-appointment.
A brief resume expertise and shareholding in your company and details of otherdirectorships of Mr. Chowdhuri is given in the Corporate Governance Section of the AnnualReport.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declaration to the company stating theirindependence in terms of section 149 (6) of the Act' and the same have been placed andnoted in the meeting of the Board of Directors held on 28th May 2016.
The details of the meetings of the Board of Directors held during the financial yearended 31st March 2016 have been furnished under clause
(ii) of Section I of the Corporate Governance Report forming part of the Annual Report.
COMMITTEES OF BOARD
The Board had constituted Audit Committee' Nomination and RemunerationCommittee' Corporate Social Responsibility Committee' and StakeholdersRelationship Committee' of Directors in terms of respective provisions of the Act' andSEBI (LODR) Regulations 2015. The constitution terms of references and policies of thesecommittees
have been discussed in detail in Corporate Governance section of the Annual Report.There have been no instances where the Board has not accepted the recommendations of theAudit committee.
COMPLIANCE OF CORPORATE GOVERNANCE NORMS
In terms of SEBI(LODR) Regulations 2015 a certificate from SecretarialAuditors oncompliance of Corporate Governance has been attached and forms part of Annual Report.
DIRECTORS REPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(5) of the Act' the Directors state that:
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.
ii) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of your company as at 31st March 2016 and of the profit of yourcompany for the financial year ended 31st March 2016.
iii) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act' for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities.
iv) The accounts have been prepared on a going concern' basis.
v) They had laid down internal financial controls to be followed by the company andsuch internal financial controls are adequate and were operating effectively.
vi) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
ADEQUACY OF FINANCIAL CONTROLS
In terms of section 134 (3) (q) of the Act' read with rule 8 of the Companies(Accounts) Rules 2014 details of adequacy of financial controls have been discussed atlength in clause 5 ofthe Management Discussion and Analysis Report which forms part theDirector's Report.
PARTICUALRS OF CONTRACT AND ARRANGEMENTWITH RELATED PARTIES
A policy on related party had been devised by the Board of Directors which is inconformity with Regulation 23 of SEBI (LODR) Regulations 2015 for determining themateriality of transactions with related parties and strategy for dealing with the same.The said policy is available at the website of the companyat
In terms of section 134 of the Act' read with rule 8(2) of the Companies (Accounts)Rules 2014 particulars of contracts/arrangements entered into by the company during thefinancial year under review in form AOC-2 is annexed and marked as Annexure- C andforms part of the Director's Report.
Nomination and Remuneration Policy of the Company as recommended by Nomination andRemuneration Committee of Directors and approved by the Board of Directors had beenformulated in compliance with the provisions of section 178 (3) of the Act. The saidpolicy is available at the website of the company at https://www.barooahs.com.
Disclosure in terms of section 197 of the Act' read with rule 5 of the Companies(Appointment & Remuneration) Rules 2014 regarding remuneration paid to Directors andKey Managerial Personnel for the financial year ended 31st March 2016 is given clause 2(f) of Section II in the Corporate Governance ofthe AnnualReport.
In terms of section 177 (10) of the Act' and regulation 22 of the SEBI (LODR)Regulations 2015 the
company had established a vigil mechanism to report and to deal with genuine concern bywhistle blowers. The said policy is available at the website of the company at
In terms of section 134 (3) of the Act' the Board of Directors of the company hadframed a risk management policy of the company to identify the key risk areas/elementswith regards to its tea business. Detailed discussions on companies Risk Mitigation Planhas been made under clause 4.2 of the Management Discussion and Analysis Report whichforms part of this Director's Report. The Risk Management Policy is available at thewebsite of the companyat https://www.barooahs.com.
FORMAL EVALUATION OF BOARD'S PERFORMANCE
In terms of section 134 (3) of the Act' read with SEBI (LODR) Regulations 2015 thecompany had laid down the criteria for reviewing the performance of the Board itscommittees and individual directors. These criteria are available at the website of thecompany at https://www.barooahs.com. The formalevaluation of its own performance and performance of the committees of the Board for thefinancial year 2015-16 was made by the Board of Directors in its meeting held on 28th May2016.
M/s. Ghosal Basu & Ray Chartered Accountants Kolkata (FRN 315080E) wereappointed as Statutory Auditors of the company for a term of five years in the last AnnualGeneral Meeting held on 15th September 2015. As per provisions of section 139 of theCompanies Act' 2013 the appointment of Auditors is required to be ratified by members atevery annual general meeting.
The report given by the Auditors on the financial statements of the company is part ofthe annual report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their report.
M/s. Mou Banerjee & Co. Cost Accountants (FRN 00266) were appointed Cost Auditorsto carry out the Cost Audit of applicable business of the company for the financial yearended 31st March 2016. The Board of Directors has re-appointed them for thefinancialyear2016-17.
M/s. T. Chatterjee & Associates Company Secretaries Secretarial Auditors of theCompany carried out the secretarial audit and compliance of secretarial standards for thefinancial year 2015-16. The detailed report on the secretarial audit is annexed to theBoard's Report and marked as Annexure-D. There has been no qualificationreservation or adverse remark in the report.
DETAILS OFTHE MATERIALAND SIGNIFICANCT ORDERS
There has been no material order against the company by any regulator court ortribunal impacting the going concern status of the company. However one shareholder hasinstituted a suit against the company under section 397/398 of the Companies Act' 1956before Hon'ble Company Law Board Kolkata Bench which is pending adjudication and beingdefended by the company. Further the Scheme of Amalgamation of Buragohain Tea
Company Ltd with the company has been challenged by the same shareholder is pendingadjudication before Hon'ble High Court at Guwahati.
CONSERVATION OF ENERGY TECHNOLOGYABSORPTION AND FOREIGN EXCHANGEEARNINGSAND OUTGO
Pursuant to section 134 (3) of the Act' read with Companies (Accounts) Rules 2014 theinformation relating to conservation of energy technology absorption and foreign exchangeearnings and outgo forming part of this Director's Report is annexed and marked as Annexure-E.
The employee relations has remained harmonious throughout the year and your Board ofDirectors wishes to place on record its appreciation for the dedicated services renderedby the executives staff and workers at all levels. None of the employees employedthroughout the year or part of the year was in receipt of remuneration the aggregate ofwhich exceeded the limit as prescribed under rule 5 (2) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 for disclosure in the report of theBoard of Directors.