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B & A Ltd.

BSE: 508136 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE489D01011
BSE LIVE 15:40 | 07 Dec 180.20 7.15
(4.13%)
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NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 171.20
PREVIOUS CLOSE 173.05
VOLUME 1593
52-Week high 265.30
52-Week low 145.00
P/E 13.51
Mkt Cap.(Rs cr) 55.86
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 171.20
CLOSE 173.05
VOLUME 1593
52-Week high 265.30
52-Week low 145.00
P/E 13.51
Mkt Cap.(Rs cr) 55.86
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

B & A Ltd. (BA) - Director Report

Company director report

Your Directors have pleasure in presenting the Annual Report together with the auditedaccounts of the Company for the year ended March 31 2015.

Financial Results

Rs. In lacs

Particulars Year ended 31st March 2015 Year ended 31st March 2014
Profit before Depreciation & Interest 1649.91 1918.77
Less: Finance Charges 433.18 482.16
Profit after finance charges 1216.73 1436.61
Less: Deprecaition 275.42 203.70
Profit before Tax 941.31 1232.91
Less: Provision for Tax
Current Tax 155.00 210.00
Deferred Tax 1.58 30.82
Profit after Tax 784.73 992.09
Appropriations
Proposed Dividend 93.00 93.00
Corporate Dividend Tax 18.93 15.81
Amount carried to General Reserve - 99.21
Balance carried to Balance Sheet 507.17 784.07

PERFORMANCE

This financial year witnessed an assorted fortune for the Indian Tea Industry. AllIndia tea production registered a drop by 1.3% from previous year on account of crop lossin Assam and Darjeeling. Harvest in Assam was severally affected on account of latemonsoon and pest infestation whilst South India reported substantially higher corp. Thedomestic market remained selective with premium quality teas maintaining or even exceedingprevious year’s price level but medium blends were left at the whims of the marketforces. Export market was also selective on quality issues.

Likewise your company also recorded mixed opulence in performance. Gross turnover ofthe company was Rs. 102.17 cr. during the financial year as against Rs. 100.82cr. for theprevious year ended on 31st March 2014. Although the quantity of tea sold during the yearwas 51.87 lac kgs which was lower compared to 54.37 lacs kgs sold during the previousyear the increase in revenue was achieved due to favorable price variances of made teafrom own leaves which fairly surpassed previous year’s levels by Rs. 10 per kg. andalso increase in the price levels of made tea from bought leaves by Rs. 12 per kg.compared to previous year. The increase in sale price was offset by sharp escalation inthe cost of fuel oil electricity and fertilizers. Further steep escalation in wages costdue to upward revision in the rate twice during the year under review and impact of higherdepreciation on account of revised rates in terms of Schedule II of the CompaniesAct’ 2013 (hereinafter the Act’) have adversely affected the profit margins. Asa result your company registered a pretax profit of 9.41 cr. for the financial year underreview as compared to the Rs. 12.32 cr. during the last financial year.

OPERATIONS

The company registered lower crop at 53.55 lacs Kgs. during the year compared to 56.77lacs Kgs. during previous financial year. The company was unable to meet the budgetedproduction level due to drought persisted during begining of the season and earlywithdrawal of monsoon in Assam. Production from outsourced leaf was lower due to thecompany’s policy of selective purchase in order to maintain quality. However croploss which lead to lower saleable crop resulting in lower volume of sale was compensatedby considerable increase in the tea prices fetched by the company both from own andoutsourced leaf which exceeded 2013-14 levels by fair margins. This could be achieved inas much as the company continued to make quality tea which were in greater demandthroughout the year. The CTC market was good for all categories and for premium blends itremained buoyant throughout the year. The average price realization from combined sale ofown leaf and bought leaf of the company during the year was Rs. 196.79 per kg as againstRs. 185.41 per kg during the last year which reaffirms the market preference for qualityteas produced by your company. However as mentioned above multiple cost escalations inkey input material prices and impact of increased wages cost has resulted in higheroperating cost by Rs. 17 per kg of made tea compared to previous year.

The company has invested considerable amount on development expenditure during the yearand continues to avail Tea Board’s replanting/rejuvenation subsidy schemes forreplacement of old plantation. The efforts over the years have resulted in improvement inthe yield and consistent improvement in the quality of teas manufactured.

In terms of Corporate Governance disclosure under clause 49 of the Listing Agreementwith Bombay Stock Exchange (hereinafter the Listing Agreement) the Management Discussionand Analysis Report annexed with the Directors Report which forms part of this AnnualReport gives a detailed analysis of your company’s operations and performancevis--vis industry structure and developments.

TRANSFER TO RESERVES

The company has not transferred any amount to any reserves out of the currentyear’s profit.

DIVIDEND

Your Board of Directors is pleased to recommend a dividend of 30 % on equity sharecapital of the Company for the financial year 2014- 15. The distribution of dividend willresult in payout of Rs. 93 lacs excluding tax on dividend.

FUTURE PROSPECTS

The prospect of tea business of the current year appears to be encouraging. With strongdemand for quality CTC tea premium blends will continue to fetch excellent prices.However medium and starker category of tea will attract squat demand; as a result demandand prices of teas from gardens which do not adhere to quality production will be drivenby market forces. Your company has preferred quality over quantity and teas manufacturedin all gardens have been commanding premium in the market for successive years. Themanagement is continuously striving to improve the quality of its harvest by introducingmodernized and improvised techniques in its gardens like rain water harvesting andutilizing modern spraying equipments to drought prone areas. Further its upcoming state ofart modern tea factory in Sangsua tea estate which is expected to be operational by end ofthis year will further boost its production. The management is optimist that the marketpreference for its quality teas will continue in coming years and the company willstrengthen its position in terms of revenue and profit barring unforeseen adverse climaticconditions and/or anyother unforseen circumstances beyond the control of the management.Your Directors feel that in the milieu of slower off take of production and furtherproposed sharp increase in wages alongwith the continuing clamor for ‘minimum wagesin tea industry’ and consistent increase in input cost higher yield increase inproduction and higher price realization by further improving quality will be key factorsfor a sustainable growth of the company.

SUBSIDIARY COMPANY

The company’s subsidiary B&A Packaging India Ltd. which is engaged in theproduction of high quality paper sacks and flexible laminates has made commendableperformance during the financial year ended 31st March 2015. During the year thesubsidiary company recorded a production of 134.50 lacs pieces of paper sacks (previousyear 147.16 lacs) and 4.62 lacs kgs of flexible laminates (previous year 2.72 lacs kgs).During the financial year ended 31st March 2015 the company registered a turnover of Rs.47.09 cr. (previous year 40.70cr.) and a pre-tax profit of 3.66 cr. (previous year 2.43cr.). The company has declared a dividend of 50 paise per equity share (previous year 25paise per equity share) for the financial year ended 31st March 2015. Growth trends andfinancial performance of the company is further available under clause 3.3 in theManagement Discussion and Analysis Report.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) read with rule 12 (1) of the Companies (Management &Administration) Rules 2014 extract of annual return of the company for the financial yearended 31st March 2015 is attached with Board’s Report and marked as Annexure-A.

CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted Corporate Social Responsibility (CSR) committee of Directorsto recommend the Board inter alia the CSR Policy and connected activities to beundertaken. The CSR policy as recommended by the CSR committee was approved by the Boardin its meeting held on 26th March 2015. The said policy is available at the website of thecompany at the web link https://www.barooahs.com. The constitution of the CSR committeeand particulars of meetings of the committee held during the year are disclosed inCorporate Governance Section of the Annual Report. In terms of rule 9 of the Companies(Accounts) Rules 2014 read with rule 8 of the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 Annual Report on CSR is annexed and marked as Annexure-B and formspart of the Director’s Report.

FIXED DEPOSITS

In terms of section 78 of the Companies Act’ 2013 the company has repaid allexisting fixed deposits during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

This is the 2nd year of operation of the company after the death of Hemendra PrasadBarooah the Founder Chairman of the company. The Board and the Management felt thevacuity of his monumental presence at every step. However under able stewardship of Mrs.Farley and active participation of all the Directors and professional managers the companyhas been able to consolidate its operations as will be evident from the financial resultsfor the year under review.

During the year Mr. B.K. Mahanta Managing Director of Assam Tea Brokers Pvt. Ltd wasintroduced in the Board as Additional Director. By virtue of section 161 of the Act’he retires in the ensuing Annual General Meeting and is eligible for reappointment. Mr. A.Ghosh Mr. R.K. Bhuyan and Mr. P.K. Datta existing rotational directors were appointed as‘independent directors’ in terms of section 149 of Act in a meeting of the Boardof Directors held on 26th March 2015 for a term upto 31st March 2020. Their appointmentsare subject to the approval of the shareholders in the ensuing Annual General Meeting.

By virtue of Section 152 of the Act’ Mrs. A. Farley retires by rotation in theensuing Annual General Meeting and is eligible for reappointment.

A brief resume expertise shareholding in your company and details of otherdirectorship of each of these directors to be appointed/ reappointed are given in theCorporate Governance Report. The company has received notices from shareholders pursuantto section 160 of the Act proposing appointments of Mr. Mahanta Mr. Ghosh Mr. Datta andMr. Bhuyan. Suitable resolutions seeking their appointments/re-appointments has beenincorporated in the notice convening the Annual General Meeting. The particulars of theDirectorate and the Key Managerial Personnel are given under Part I of the CorporateGovernance Report which forms part of this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declaration to the company stating theirindependence in terms of section 149 (6) of Act’ and the same have been placed andnoted in the meetings of the Board of Directors held on 24th May 2014 and 26th March 2015.

BOARD MEETINGS

The details of the meetings of the Board of Directors held during the financial yearended 31st March 2015 have been furnished under clause (ii) of section I of the CorporateGovernance Report forming part of the Annual Report.

COMMITTEES OF BOARD

The Board has constituted ‘Audit Committee’ ‘Nomination andRemuneration Committee’ ‘Corporate Social Responsibility Committee’ and‘Stakeholders Relationship Committee’ of Directors in terms of respectiveprovisions of the Act’ and the Listing Agreement. The constitution terms ofreferences policies of these committees have been discussed in detail in CorporateGovernance section of the Annual Report. There have been no instances where the

Board has not accepted the recommendations of the Audit Committee.

COMPLIANCE OF CORPORATE GOVERNANCE NORMS

In terms of the Listing Agreement certificate from Secretarial Auditors on complianceof Corporate Governance has been attached and forms part of Annual Report.

DIRECTORS RESPONSIBILITY 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 themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of your company as at 31st March 2015and of the profit of your company for the financial year ended 31st March 2015.

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 hadlaid down internal financial controls to be followed by the company and such internalfinancial controls are adequate and were operating effectively. vi) They have devisedproper systems to ensure compliance with the provisions of all applicable laws and thatsuch system were adequate and operating effectively.

ADEQUACY OF FINANCIAL CONTROLS

In terms of section 134 (2) (q) of the Act’ read with rule 8 of the Companies(Accounts) Rules 2014 details of adequacy of financial control have been discussed atlength in clause 5 of the Management Discussion and Analysis Report which forms part theDirector’s Report.

PARTICUALRS OF CONTRACT AND ARRANGEMENT WITH RELATED PARTIES

In terms of clause 49 of the listing agreement a policy on related party has beendevised by the Board of Directors at its meeting held on 7th November 2014 for determiningthe materiality of transactions with related parties and strategy for dealing with thesame. The said policy is available at the website of the company athttps://www.barooahs.com.

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 companyduring the financial year under review is annexed in form AOC-2 and marked as Annexure-Cand forms part of the Director’s Report.

PARTICUALRS OF LOANS GUARANTEES AND INVESTMENTS

The company has not given any loan guarantee or made any investment exceeding thelimits as prescribed in section 186 of the Act.

REMUNERATION POLICY

A nomination and remuneration policy of the company as recommended by Nomination &Remuneration Committee of Directors has been formulated in compliance with the provisionsof section 178 (3) of the Act and approved by the Board of Directors. The said policy isavailable at the website of the company at https://www.barooashs.com.

Disclosure in terms of section 197 of the Act’ read with rule 5 of the Companies(Appointment & Remunerat ion) Rules 2014 with regards to remuneration paid toDirectors and Key Managerial Personnel for the financial year ended 31st March 2015 isgiven clause 2 (e) of Section II in the Corporate Governance Section of the Annual Report.

VIGIL MECHANISM

In terms of section 177 (10) of the Act’ and clause 49 of the Listing Agreementthe company has established a vigil mechanism to report and to deal with genuine concernby whistle blowers. The said policy is available at the web site of the company athttps://www.barooahs.com.

RISK MANAGEMENT

In terms of section 134 (3) of the Act’ read with clause 49 of the ListingAgreement the Board of Directors of the Company has framed a risk management policy of thecompany to identify the key risk areas/elements with regards to its tea business. Detaileddiscussions on companies Risk Mitigation Plan has been made under clause 4.2 of theManagement Discussion and Analysis Report which forms part of this Director’s Report.The Risk Management Policy is available at the web site of the company athttps://www.barooahs.com

FORMALEVALUATION OF BOARD ’S PERFORMANCE

In terms of section 134 (3) read with clause 49 of the Listing Agreement the companyhas laid down the criteria for reviewing the performance of the Board its committees andindividual directors. These criteria are available at the website of the company athttps://www.barooahs.com. The formal evaluation of its own performance for the financialyear 2014-15 was made by the Board in its meeting held on 26th May 2015.

AUDITORS

M/s. Ghosal Basu & Ray Chartered Accountants Kolkata (FRN 315080E) wereappointed as Statutory Auditors of the company vide Extraordinary General Meeting held on5th January 2015 to fill the casual vacancy caused due to resignation given by M/s. P.K.Nandy & Associates. M/s. Ghosal Basu & Ray retires at the conclusion of theensuing Annual General Meeting and being eligible offer themselves for reappointment.

The Company is required to carry out cost audit under section 148 of the Act’ readwith Companies (Cost Record and Audit) Amendment Rules 2014 relating to its business oftea. Accordingly M/s. Mou Banerjee & Co. Cost Accountants (FRN 00266) were appointedfor auditing the cost accounts of the company for the financial year ending 31st March2016. Pursuant to Companies (Audit & Auditors) Rules 2014 remuneration payable to theCost Auditor was approved by the Audit Committee and the Board of Directors and is subjectto the approval of the shareholders in the ensuing Annual General Meeting.

Pursuant to rule 13 of Companies (Accounts) Rules 2014 the Board of Directors hasappointed M/s. A.R. Maity & Co. Chartered Accountants Kolkata (FRN 307093E) whoare eligible for reappointment as Internal Auditors of the company for the financial year2015-16.

Pursuant to the provisions of section 204 of the Act’

Mr. Tarun Chatterjee Practicing Company Secretary (COP 6935) was appointed as theSecretarial Auditor of the company for the financial year 2014-15. The SecretarialAuditor’s Report for the financial year ended 31st March 2015 is annexed to theBoard’s Report and marked as Annexure-D.

DETAILS OF THE MATERIAL AND 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’1956 before the Company Law Board Kolkata Bench which is pending adjudication and beingdefended by the company. Further the Scheme of Amalgamation of Buragohain Tea Company Ltdwith the company which received approval from the respective shareholders during previousyear has been challenged by the same shareholder and is pending adjudication beforeHon’ble High Court at Gauhati.

CONSERVATION OF ENERGY TECHNOLOGY AB SORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to section 134 (3) of the Act’ read with Companies (Accounts) Rules 2014the information relating to conservation of energy technology absorption and foreignexchange earnings and outgo forming part of this Director’s Report is annexed andmarked as Annexure-E.

EMPLOYEE RELATIONS

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 exceeds the limit as prescribed under rule 5 (2) Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 for disclosure in the report of Board ofDirectors.

For and on behalf of the Board of Directors
Somnath Chatterjee
Managing Director
Place : Kolkata Anjan Ghosh
Date : 31st July 2015 Director

ANNEXURE-A

Form No. MGT-9

EXTRACT OF ANNUAL RETURN as on financial year ended on 31st March 2015

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the

Companies (Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN:- L01132AS1915PLC000200

ii) Registration Date: 1st June 1915

iii) Name of the Company: B & A Limited

iv) Category / Sub-Category of the Company: Public Limited Company

v) Address of the registered office and contact details:

Indu Bhawan Mahatma Gandhi Road Jorhat-785001 Assam

vi) Whether listed company : Yes

vii) Name Address and Contact details of Registrar and Transfer Agent if any: MCSShare Transfer Agent

Ltd. 12/1/5 Manohorpukur Road Ground Floor Kolkata-700026.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-

Sl. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
1 Growing of Tea 01271 100%
Processing & Blending of Tea 10791

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES -

Sl. No. NAME AND ADDRESS OF THE COMPANY CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE % of shares held Applicable Section
1 B & A Packaging India Ltd. 22 Balgopalpur Industrial Area Balasore-756020 Odisha L21021OR1986 PLC001624 Subsidiary 71.66% 2(86)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of TotalEquity) i) Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoters
(1) Indian
a) Individual/ HUF

1420548

800

1421348

45.85

1420548

800

1421348

45.85

NIL

b) CentralGovt

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL
c) State Govt(s)

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

d) Bodies Corp. 123176 5600 128776 4.15 123176 5600 128776 4.15 NIL
e) Banks / FI

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

f) Any Other (Trust)

283491

NIL

283491

9.15

283491

NIL

283491

9.15

NIL

Sub-total(A) (1):- 1827215 6400 1833615 59.15 1827215 6400 833615 59.15 NIL
(2) Foreign NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

a) NRIs – Individuals

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL
b) Other – Individuals

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

c) Bodies Corp.

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

d) Banks / FII’s

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

e) Any Other… .

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

Sub-total(A) (2):-
Total shareholding
of Promoter (A) =
(A)(1)+(A)(2) 1827215 6400 1833615 59.15 1827215 6400 1833615 59.15
B. Public Shareholding
1. Institutions
a) Mutual Funds

NIL

115

115

NIL

NIL

115 115 NIL NIL
b) Banks / FI

NIL

1200

1200

0.04

NIL

1200

1200

0.04

NIL

c) Central Govt

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

d) State Govt(s)

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

e) Venture Capital
Funds NIL NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

f) Insurance Companies

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

g) FIIs NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL NIL
h) Foreign Venture
CapitalFunds

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

i) Others (specify)

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

Sub-total (B)(1):- 1315 1315 0.04 1315 1315 0.04

 

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
2. Non- Institutions
a) Bodies Corp.
i) Indian 88582 11580 100162 3.23 90086 11580 101666 3.28 0.05
ii) Overseas

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 741142 176131 917273 29.59 726347 169959 896306 28.91 (0.68)
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

237269

NIL

237269

7.65

257317

NIL

257317 8.30 0.65
c) Others
(i) Non Resident Indians 4366 5000 9366 0.30 4781 5000 9781 0.31 (0.02)
(ii) Trusts & Foundations (specify)

1000

NIL

1000

0.03

NIL

NIL

NIL NIL
Sub-total(B)(2):- 1072359 192711 1265070 40.81 1078531 186539 1265070 40.81
Total Public
Shareholding
(B)=(B)(1)+ (B)(2) 1072359 194026 1266385 40.85 1078531 187854 1266385 40.85
C. Shares held by
Custodian for GDRs & ADRs

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL
Grand Total (A+B+C) 2899574 200426 3100000 100.00 2905746 194254 3100000 100.00

(ii) Shareholding of Promoters

Shareholding at the beginning of the year Shareholding at the end of the year
Sl. No. Shareholder’s Name No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares % change in share holding during the year
1 Hemendra Prasad Barooah 861918 27.80 0.00 861918 27.80 0.00 NIL
2 Sharmila Shetty 316200 10.20 6.45 316200 10.20 6.45 NIL
3 Somnath Chatterjee

242430

7.82

NIL

242430

7.82

NIL

NIL

4 Hemen Barooah Benevolent & Family Trust 157991 5.10 NIL 157991 5.10 NIL NIL
5 Hemen Barooah Trust

125500

4.05

NIL

125500

4.05

NIL

NIL

6 Barooah & Associates Pvt. Ltd

94226

3.04

NIL

94226

3.04

NIL

NIL

7 Barooahs & Associates Pvt. Ltd.

28950

0.93

NIL

28950

0.93

NIL

NIL

8 Hacienda Properties Pvt. Ltd. (BORTING) 5600 0.18 NIL 5600 0.18 NIL NIL
9 Mrinal Kakoti

200

0.01

NIL

200

0.01

NIL

NIL

10 Mridul Mahanta 200 0.01 NIL

200

0.01

NIL

NIL

11 Padma Kanta Mahanta

200

0.01

NIL

200

0.01

NIL

NIL

12 Juthi Bhuyan

100

0.00

NIL

100

0.00

NIL

NIL

13 Tridiv Mahanta

100

0.00

NIL

100

0.00

NIL

NIL
Total 1833615 59.15 6.45 1833615 59.15 6.45

(iii) Change in Promoters’ Shareholding (please specify if there is no change)

There has been no change in the shareholding pattern in the promoter’sshareholding during the FY2014-15.

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

Sl. No. Name of the shareholder Shareholding Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
1 Prakash Jain
At the beginning of the year 63149 2.04 63149 2.04
Bought during the year - - 63149 2.04
Sold During the year - - 63149 2.04
At the end of the year

63149

2.04

63149

2.04

2 Kapil Narendra Gupta
At the beginning of the year 37500 1.21 37500 1.21
Bought during the year - - 37500 1.21
Sold During the year - - 37500 1.21
At the end of the year 37500 1.21 37500 1.21
3 Mahendra Girdharilal
At the beginning of the year 4487 0.14 4487 0.14
Bought during the year 17970 0.58 22457 0.72
Sold During the year - - 22457 0.72
At the end of the year 22457 0.72 22457 0.72
4 R.N. Rubesh
At the beginning of the year 22403 0.72 22403 0.72
Bought during the year - - 22403 0.72
Sold During the year - - 22403 0.72
At the end of the year 22403 0.72 22403 0.72
5 Amrex Marketing Pvt. Ltd
At the beginning of the year 22711 0.73 22711 0.73
Bought during the year - - 22711 0.73
Sold During the year 4125 0.13 18586 0.6
At the end of the year 18586 0.6 18586 0.6
6 Sangeetha. S
At the beginning of the year - - - -
Bought during the year 17174 0.55 17174 0.55
Sold During the year - - - -
At the end of the year 17174 0.55 17174 0.55
7 Mahamad Hanif Yakub Bhai Vahora
At the beginning of the year 18000 0.58 18000 0.58
Bought during the year - - 18000 0.58
Sold During the year 1000 0.03 17000 0.55
At the end of the year 17000 0.55 17000 0.55
8 Bina Nitin Chheda
At the beginning of the year 16331 0.53 16331 0.53
Bought during the year - - 16331 0.53
Sold During the year - - 16331 0.53
At the end of the year

16331

0.53

16331

0.53

9 Jagruti Dhimant Choksi
At the beginning of the year 13703 0.44 13703 0.44
Bought during the year - - 13703 0.44
Sold During the year - - 13703 0.44
At the end of the year 13703 0.44 13703 0.44
10 Rolex Forex Securities Pvt. Ltd
At the beginning of the year 13505 0.44 13505 0.44
Bought during the year - - 13505 0.44
Sold During the year - - 13505 0.44
At the end of the year 13505 0.44 13505 0.44

Date wise transactions are available at the website of the company at https://www.barooahs.com

(v) Shareholding of Directors and Key Managerial Personnel:

Sl. No. Shareholding Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
1 Mrs. A. Farley
At the beginning of the year 4800 0.16 4800 0.16
Bought during the year - - 4800 0.16
Sold During the year - - 4800 0.16
At the end of the year 4800 0.16 4800 0.16
2. Mr. Somnath Chatterjee
At the beginning of the year 242430 7.82 242430 7.82
Bought during the year - - 242430 7.82
Sold during the year - - 242430 7.82
At the end of the year 242430 7.82 242430 7.82
3. Mr. B.K. Mahanta
At the beginning of the year 250 0.01 250 0.01
Bought during the year - - 250 0.01
Sold during the year - - 250 0.01
At the end of the year 250 0.01 250 0.01

V. INDEBTEDNESS

Indebtedness of the company including interest outstanding/accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 299325588 - 4425969 303751557
ii) Interest due but not paid - - 673041 673041
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 299325588 - 5099010 304424598
Change in Indebtedness during the financial year
l Addition 63363068 - - 63363068
l Reduction 71076509 - 5099010 76175519
Net Change (7713441) - (5099010) (12812451)
Indebtedness at the end of the financial year
i) Principal Amount 291218357 - - 291218357
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 393790 - - 393790
Total (i+ii+iii) 291612147 - - 291612147

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

Sl. No. Particulars of Remuneration Name of MD/WTD/ Manager Total
Mr. Somnath Chatterjee Amount
1. Gross salary
(a) Salary as per provisions contained in section
17(1) of the Income-tax Act196 (Rs.) 1470000 1470000
(b) Value of perquisites u/s17(2)
Income-tax Act1961 (Rs.) 982821 982821
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961 (Rs.)
2. Stock Option - -
3. Sweat Equity - -
4. Commission- as % of profit- others specify - -
5. Others please specify - -
Total (A) (Rs.) 2452821 2452821
Ceiling as per the Act 4696108 4696108

B. Remuneration to other Directors:

1. Independent Directors Fee for attending board and committee meetings Commission Others please specify Total

(Rs.)

(Rs.)

(Rs.)

(Rs.)

1. Mr. B.K.Goswami 132000 - - 132000
2. Mr. L.Rahman - - - -
3. Mr. Anjan Ghosh 156000 - - 156000
4. Mr. P.K.Datta 84000 - - 84000
5. Mr. R.K.Bhuyan 66000 - - 66000
Total (1) 438000 - - 438000
2. Other Non-Executive Directors
1. Mrs. Anuradha Farley 40000 - - 40000
2. Mr. Amit Chowdhuri 72000 - - 72000
3. Mr. Bhramar Kumar Mahanta 30000 - - 30000
Total (2) 142000 - - 142000
Total (B)=(1+2) 580000 - - 580000
Total Managerial Remuneration N.A. N.A. N.A. N.A.
Overall Ceiling as per the Act N.A.

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl. No. Particulars of Remuneration Key Managerial Personnel
CEO Company Secretary CFO Total
1. Gross salary
(a) Salary as per provisions
contained in section 17(1) of the
Income-tax Act 1961 (Rs.) N.A. 514500 N.A. 514500
(b) Value of perquisites
u/s17(2) Income-tax Act 1961 (Rs.) N.A. 275783 N.A. 275783
(c) Profits in lieu of salary under
section17(3) Income-tax Act 1961 (Rs.)
2. Stock Option N.A. N.A.
3. Sweat Equity N.A. N.A.
4. Commission
- as % of profit
- others specify N.A. N.A.
5. Others please specify N.A. N.A.
Total (Rs.) 790283 790283

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act’ 2013 Brief Description Details of Penalty/ Punishment/ Compounding fees imposed Authority [RD/NCLT/ COURT] Appeal made if any (give details)
A. COMPANY
Penalty

NIL

NIL

NIL

NIL

NIL

Punishment

NIL

NIL

NIL

NIL

NIL

Compounding

NIL

NIL

NIL

NIL

NIL

B. DIRECTORS
Penalty NIL NIL

NIL

NIL

NIL

Punishment

NIL

NIL

NIL

NIL

NIL

Compounding NIL NIL

NIL

NIL

NIL

C. OTHER OFFICERS IN DEFAULT
Penalty NIL NIL

NIL

NIL

NIL

Punishment

NIL

NIL

NIL

NIL

NIL

Compounding NIL NIL

NIL

NIL

NIL

ANNEXURE-B

Pursuant to Rule 8 of Companies (Corporate Social Responsibilities Policy) Rules 2014

1. A brief outline of the company’s CSR policy including overview of projects orprograms proposed to be undertaken and a reference to the web link to the CSR policy andprojects and programs:-

Brief Outline of Company’s CSR policy: a. Supporting programme and initiatives foreducating including special education and training of children children who aredifferently abled and with special needs.

b. Supporting programme and initiatives for setting up homes hostels playground andlibraries for children with special needs women and orphans and setting up of old agehomes day care centres and ancillary facilities for senior citizens with emphasis onreducing inequalities faced by socially and economically backward groups.

c. Collaborating with communities and institutions to contribute to the mission oferadicating poverty and hunger especially in remote areas through agricultural researchand knowledge sharing superior farm and agri-extension practices soil and moistureconservation and watershed management conservation of forest resources and drinkingwater empowering women economically particularly with regard to education vocationaltraining health awareness and supplementing primary education by establishing schools andparticipating in rural capacity building programme and such other initiatives.

d. Sustaining continuously to improve standards of Environment Health and Safety incollaboration with communities institutions and own employees and to prevent illness andcombat diseases which may be considered appropriate from time to time.

e. Supporting programme and initiatives of government approved academic technical andmedical institutions by contributing to technology incubators.

f. Contributing to the Government funds set up for national relief socio-economicdevelopment relief and welfare of backward classes minorities and children and promotionof sanitation.

Projects/Programs proposed to be undertaken

a. Funding for construction of sanitation facility in several schools located in andaround Jorhat Assam.

b. Funding for construction of boundary wall flooring and water supply in schoolslocated in and around Jorhat Assam.

c. Providing for books furniture and utensils in several schools located in and aroundJorhat Assam.

d. Providing for utilities in a blind institution for children located at JorhatAssam.

CSR policy and details of the program/projects are further available at the website ofthe company at https://www.barooahs.com

2. The Composition of the CSR Committee: The CSR Committee consist of Mr. Prabir KumarDatta Mr. Anjan Ghosh and Mr. Somnath Chatterjee Directors of the company. Mr. Dattapresides the committee as Chairman.

3. Average net profit of the company for last three financial years: Rs. 110020677/-

4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above) – Rs.2200414/-

5. Details of CSR spent during the financial year ending 31st March 2015.

(a) Total amount spent for the financial year: NIL

(b) Amount unspent if any: Rs. 2200414/-

(c) Manner in which the amount spent during the financial year is detailed below. NotApplicable

S. No. CSR project or activities identified Sector in which the Project is covered Projects or Programs (1) Local area or (2) Specify the State and district where projects or programs was undertaken Amount outlay (budget) projects or programs wise Amount Spent on the projects or programs Sub head: (1) Direct Expenditure on projects or Programs (2) Overhead Cumulative expenditure up to the reporting period Amount spent: Direct or through implementing agency

Give details of implementing agency: Not Applicable

6. Reasons for not spending CSR Expenditure for the financial year ending 31st March2015.

The Board of Director’s in its meeting held on 26th March 2015 has approved Rs.22.50 lacs being the qualifying amount for the year ended 31st March 2015 on CSRinitiatives in line with the suggestions made by the CSR Committee of Directors in thisregard. However since this is the first year of operation after CSR norms have been madeeffective to the company it could not defray expenditure within 31st March 2015 onapproved projects as identification process of CSR initiatives in line with CSR policytook time. However the company has started defraying funds on approved projects in thecurrent financial year. The company has not provided in its books for CSR expenses for thefinancial year 2014-15 as per guidance note issued by the Institute of CharteredAccountants of India on ‘Accounting for Expenditure on Corporate SocialResponsibility Activity’.

We the members of CSR Committee of Directors of B & A Ltd. hereby confirmimplementation and monitoring of CSR Policies in compliance with CSR objectives and policyof the company except as stated in the column 6 above.

On behalf of the B & A Ltd.
Prabir Kumar Datta
Chairman CSR Committee
Anjan Ghosh
Member CSR Committee
Place : Kolkata Somnath Chatterjee
Date : 31st July 2015 Member CSR Committee

ANNEXURE-C

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 (hereinafter the Act’) including certain arm’s lengthtransactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm’s length basis:

(a) Name(s) of the related party and nature of relationship:

(1) Barooahs & Associates Pvt. Ltd. and (2) Heritage North East Pvt. Ltd. (b)Nature of contracts/arrangements/transactions :

(i) Barooahs & Associates Pvt. Ltd. (BAPL) (ii) Heritage North East Pvt. Ltd. (HNE)
Service charges paid to Barooahs & Receipt of lease rentals for letting two
Associates Pvt. Ltd. by the Company Bungalows at Sansua and Gatoonga Tea
during the financial year ended 31st March 2015 Estates of the Company to M/s Heritage
in terms of an agreement. North East Pvt. Ltd. during the financial year ended 31st March 2015 in terms of an agreement.

(c) Duration of the contracts / arrangements/transactions: From 1st April 2014 to 31stMarch 2015. (d) Salient terms of the contracts or arrangements or transactions includingthe value if any :

(i) Barooahs & Associates Pvt. Ltd. (BAPL) - Transactions of Rs.20664879/- forthe financial year ended 31st March 2015 on account of service charges paid to BAPL by B& A Ltd. for the following services availed:

(i) services with regards to management of Tea Estates of B & A Ltd. by providingtechnical knowhow.

(ii) arranging supply of stores machineries packing materials consumable stores atcompetitive prices.

(iii) arranging for sale of B & A Ltd.’s tea.

(ii) Heritage North East Pvt. Ltd. (HNE) - Transactions of Rs. 200000/- (Rupees TwoLacs only) for the financial year ended 31st March 2015 on account of receipt of annuallease rental by B & A Ltd from HNE for use of two bungalows at Sangsua and GatoongaTea Estates of the Company.

(e) Justification for entering into such contracts or arrangements or transactions:

(i) Barooahs & Associates Pvt. Ltd. (BAPL) – B & A Ltd. operates seven teaestates in Assam and various services relating to management of its gardens are requiredby the company on regular basis.

BAPL has got necessary personnel and expertise to render the services as enumeratedabove at competitive prices and has been rendering such services for long time. Sincethese services are unique in nature market rates are not readily available.

(ii) Heritage North East Pvt. Ltd. (HNE) – B & A Ltd. has two bungalows atSangsua and Gatoonga Tea Estates which has been leased to HNE for conducting its tourismactivity. This is an existing arrangement with HNE and has been continuing for years.Since the Bungalows are located amidst the tea gardens market rate for the lease rentalsare not available.

Since in both the cases the market rates for services rendered by BAPL and leaserentals received from HNE are not available it couldn’t be said that thetransactions have been made at Arm’s Length basis.

Hence the Board has approved the transactions in terms of section 188 (1) (d) and 188(1) (e) of the Act’ respectively.

(f) Date(s) of approval by the Board: 7th November 2014 (g) Amount paid as advancesif any: NIL

(h) Date on which the special resolution was passed in general meeting as requiredunder first proviso to section 188 – Since the transactions do not exceed theprescribed limits no special resolution was required.

2. Details of (*) material contracts or arrangement or transactions at arm’slength basis - NIL

(a) Name(s) of the related party and nature of relationship: N.A.

(b) Nature of contracts/arrangements/transactions: N.A.

(c) Duration of the contracts / arrangements/transactions: N.A.

(d) Salient terms of the contracts or arrangements or transactions including the valueif any: N.A.

(e) Date(s) of approval by the Board if any: N.A.

(f) Amount paid as advances if any: N.A.

For and on behalf of the Board of Directors
Place : Kolkata Somnath Chatterjee Anjan Ghosh
Date : 31st July 2015 Managing Director Director

[(*) Transactions with a related party is construed as material if thetransaction/transactions to be entered individually or taken together with previoustransactions entered during the financial year exceeds ten percent of the annualconsolidated turnover of the company.]

ANNEXURE- D

SECRETARIAL AUDIT REPORT

FORM MR-3

(For the period 01-04-2014 to 31-03-2015)

[Pursuant to section 204(1) of the Companies Act 2013 and Rule No.9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members of

B&A Limited

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by B&A Ltd (hereinaftercalled the company). Secretarial Audit was conducted in a manner that provided us areasonable basis for evaluating the corporate conducts/statutory compliances andexpressing our opinion thereon.

Based on our verification of the books papers minute books forms and returns filedand other records maintained by the company and also the information provided by thecompany its officers agents and authorized representatives during the conduct ofsecretarial audit we hereby report that in our opinion the company has during the auditperiod ended on 31st March 2015 complied with the statutory provisions listed hereunderand also that the company has proper Board-processes and compliance-mechanism in place tothe extent in the manner and subject to the reporting made hereinafter:

1. We have examined the books papers minute books forms and returns filed and otherrecords maintained by the company for the audit period ended on 31st March 2015 accordingto the provisions of :

I. The Companies Act 2013 (the Act) and the rules made thereunder;

II. The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

III. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

IV. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

V. The following Regulations and Guidelines prescribed under the Securities andExchange Board of

India Act 1992 (‘SEBI Act’) to the extent applicable to the company :-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

d. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents)

Regulat ions 1993 regarding t he Comp anies Ac t and d ealing with client ;

e. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; and

f. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

g. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee

Stock Purchase scheme) Guidelines 1999 and

h. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008.

The laws which are specifically applicable to the industry to which the Companybelongs as identified by the management is verified that is to say:

a. The Standards of Weights and Measures (Enforcement) Act 1985

b. Food Safety and Standards Act 2006.

c. Factories Act 1948

We have also examined compliance with the applicable clauses of the Listing Agreementsentered into by the Company with BSE Limited.

During the period under review the company has complied with the provisions of the ActRules Regulations Guidelines Standards Listing Agreements etc mentioned above subjectto the following observations: a. The Company is required to appoint a CFO of the companyto ensure compliance with the provisions of Section 203(1) of the Companies Act 2013. b.The Company is yet to disburse the contribution towards CSR activities as per Section 135of the Companies Act 2013. c. The Company is required to file return of Key ManagerialPersonnel as per Rule 3 of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

2. We further report that: a. The Board of Directors of the company is duly constitutedwith proper balance of Executive Directors Non-Executive Directors and IndependentDirectors. The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of the Act.

b. Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

c. Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

d. The Company has obtained all necessary approvals under the various provisions of theAct; and e. There was no prosecution initiated and no fines or penalties were imposedduring the year under review under the Act SEBI Act SCRA Depositories Act ListingAgreement Rules Regulations and Guidelines framed under these Acts against/ on thecompany its Directors and Officers.

f. The Directors have complied with the disclosure requirements in respect of theireligibility of appointment their being independent and compliance with the Code ofBusiness Conduct & Ethics for Directors and Management Personnel;

3. We further report that based on the information received and records maintainedthere are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws rulesregulations and guidelines.

For T.Chatterjee & Associates
CS. Tarun Chatterjee
Place: Kolkata Membership No: 17195
Date: 21st May 2015 COP No. : 6935

This report is to be read with our letter of even date which is annexed and forms anintegral part of this report.

To

The Members of

B&A Limited

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. Whereever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

4. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

5. The Secretarial Audit is neither an assurance as to the future viability of thecompany nor of the efficacy or effectiveness with which the management has conducted theaffairs of the company.

For T.Chatterjee & Associates
CS. Tarun Chatterjee
Place: Kolkata Membership No: 17195
Date: 21st May 2015 COP No. : 6935

ANNEXURE- E

Conservation of Energy Technology Absorption & Foreign Exchange Earnings and Outgo(Pursuant to clause (m) of sub-section (3) of section 134 of the Act and Rule 8(3) of theCompanies (Accounts) Rules 2014)

(A) Conservation of Energy-

The company is dedicated to conserve energy utilised in its operations. It hascontinued its efforts to find possible and feasible means and methods by which it canfurther improvise optimization of energy apart from continuing with the current measuresto conserve energy. It has laid its formal strategy for better use of energy in itsgardens factories and offices and a committed group of managers are poised to usurp thebenefits of superior energy management tools and techniques.

(1) Steps taken or impact on conservation of energy:

i) Replacement of old electrical motors by new energy efficient motors in phasedmanner. These energy efficient motors consume less electricity compared to conventionalmotors.

ii) Purchase of energy efficient farm equipments (JCVs)

iii) Replacement of incandescent lamps halogen and sodium vapour lamps with CFLs andLEDs.

iv) Installation of energy efficient equipments and battery charging systems at alloffices.

v) Adoption of policy of having heating and cooling equipment serviced regularly.

vi) Phased replacement of old gensets.

vii) Replacement of old air conditioners with new air conditioners.

viii) Optimizing factory running hours and machinery usage to achieve high load factorand avail minimum tariff rates.

ix) Replacement of old electrical equipments computers and printers.

(2) Steps taken by the company for utilising alternate source of energy:

The company has initiated feasibility studies for utilising alternate sources of energyin its gardens.

(3) The capital investment on energy conservation equipments. The Company has spentRs.9295915 during the year under review for purchase of new farm equipments computersand electrical apparatus and diesel generators.

(B) Technology Absorption:

i) Efforts made towards technology absorption: Seminar and training programs were heldfor the managerial staff in additions to periodic discussion with advisors.

ii) Benefits derived as a result of the above efforts: Increase in productivity andcost reduction by optimization of input.

iii) No import of technology was carried out during the last 3 years from the beginningof the financial year.

iv) The Company incurred Rs. 683048/- (Previous year Rs. 532636/-) for thefinancial year ended 31st March 2015 on account of Research & Development.

(C) Foreign Exchange earnings and Outgo-

The company has not earned any foreign exchange during the year. The foreign exchangeoutgo during the year was Rs. NIL (Previous year 14.14 lacs).

For and on behalf of the Board of Directors
Place : Kolkata Somnath Chatterjee Anjan Ghosh
Date : 31st July 2015 Managing Director Director

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