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B & A Packaging India Ltd.

BSE: 523186 Sector: Industrials
NSE: N.A. ISIN Code: N.A.
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B & A Packaging India Ltd. (BAPACKAGING) - Director Report

Company director report

DIRECTRS' REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

Your Directors have pleasure in presenting the Thirty-first Annual Report together withthe audited financial statements of the company for the year ended 31st March 2017.

FINANCIAL RESULTS

The financial results of the company are summarized below:

in Rs. lac
2016-17 2015-16
Net Sales 5341.21 4731.66
Other Income 72.12 63.52
Total Revenue 5413.33 4795.18
Increase/ (Decrease) in Stock 96.60 (108.34)
Total Expenditure 4663.54 3898.11
Profit before Depreciation and Interest 846.39 788.73
Finance Charges 176.84 213.48
Profit after Finance Charges 669.55 575.25
Depreciation 128.16 90.18
Profit before Tax 541.39 485.06
Provision for Tax
Current Tax (183.00) 145.00
Deferred Tax (0.28) (18.77)
Tax adjustments for earlier years 12.71 (9.09)
Profit after Tax 370.80 312.20
Appropriations
Proposed/Declared Dividend 24.80 24.80
Corporate Dividend Tax 5.04 5.04

Net sales for the year were higher by 12.89% over previous year. Profit beforeDepreciation Interest and Taxation (PBDIT) was higher by 7.31% at Rs. 846.38 lacscompared to Rs. 788.72 lacs in the previous year. The Earnings per Share (EPS) for theyear stood at Rs. 7.48 which is higher by 19% over previous year.

PERFORMANCE AND OPERATIONS

Your company produces high quality paper sacks and flexible laminates. It'smanufacturing facility is located at Balasore Odisha. The company has completed anothersuccessful year of operation as the production and sales in both the divisions of thecompany have increased compared to previous year. The paper sacks division recorded a netsales volume of Rs. 4012.64 lac (previous year Rs. 3522.81 lac); while the flexiblebusiness registered a net sales volume of Rs. 1320.22 lac (previous year Rs. 1200.85 lac).

The Company has been registering growth for last three financial years. The demand forits paper based products has remained steady throughout the year. The flexible packagingdivision is also catching up in terms of sales volume but presence of numerousunrecognized and local producers of laminates who have unrealistic cost structure is ahindrance for growth of the organized players like your company. However non-availabilityof quality paper indigenously in adequate quantity accelerating cost of key inputmaterials labour and fuel and intense competition have been concern to the company andare the hindering the growth dynamics. Your Company being considered as qualitymanufacturer in its field have been able to maintain its reputation throughout.

The Company carried several modernization programmes in its plant and those havebenefitted in improving productivity. The Company had received British Retail Consortium(BRC: lop) which is acknowledged as a global benchmark for food safety for its facilitiesat Balasore factory besides ISO accreditations.

FUTURE PROSPECTS

The packaging industry in India has been registering a consistent growth rate of around15% on Y-o-Y basis. The paper based packaging industry is however finding itself at acrossroads. Increasing prices of paper non-availability of international standard papersat affordable prices resistance of industry to use paper based packaging to offersustainable prices increasing competition non-viability of automatic plants are provingto be hurdles in the growth path. On the other hand flexible packaging though being themost dynamic and fastest market in India; lack of domestic technology high input costsand environmental issues are serious challenges before this sector.

Despite these adverse circumstances the industry has been taking on the challenges andlooking forward to the future opportunities. As global companies are setting up theirmanufacturing bases in India to take advantage of the growing demand for consumer andwhite goods – the need for high quality packaging material are appearing evident.Industry experts feel that increasing health and food consciousness boom in the retailand e-commerce and improved safety norms in industrial packaging will boost unparalleledgrowth in the industry in the years to come. FMCG Pharmaceuticals and IndustrialAutomation are key drivers that are expected to lead the packaging industry to a newheight.

OPPORTUNITIES RISKS AND THREATS

The Indian economy is growing and so is the packaging industry. The growth in thepackaging industry in India is mainly driven by the food pharma and the chemicalpackaging sectors. The large and growing Indian middle class along with the growth inorganized retailing in the country are fueling growth in the packaging industry. Anotherfactor has provided substantial stimulus to the packaging industry is the rapid growth ofexports which requires superior packaging standards for the international market. Withthis the need for adopting better packaging methods materials and machinery to ensurequality has become very important for Indian businesses.

As growth rides on increased industrial production and international trade demand ofpackage converters have become more intense and sophisticated. Within India increasingpenetration of organized retail (including foreign players who are large consumers offlexible packaging solutions) and increasing preference for branded products has addedfuel to the demand for flexible packaging solutions. Machines and advanced technologiesfor printing and converting packaging materials for the Flexible Packaging Industry hascome up to meet the rising requirements.

Further the Indian organized industry which caters to the major food and pharmacompanies are conscious about quality and the ability to produce various packagingproducts thereby providing a philippe to the Indian Packaging Industry.

As key products of your company contain composite material using plastics they are notwholly biodegradable. Apart from playing an increasing role in packaging and consumerproducts plastic takes up a major percentage of municipal solid waste streams and poseenvironmental challenges. With increasing awareness on environmental issues any decisionby the Government restricting use of plastic is a key risk to business of your company.However probability of such actions are remote as these packaging materials are lightweight and consumes lesser energy.

Another area of concern for your company's business is advent of less cost paper sacksfrom Sri Lankan origin due to advantage of duty structure as a SAARC country. Howeveryour company is capable of dealing with predatory pricing by improving efficienciesthrough cost control.

RISK MANAGEMENT POLICY

In terms of section 134 (3) of the Companies Act 2013 (hereinafter the Act') the Boardof Directors of the company framed a risk management policy of the company to identifythe key risk areas/elements with regards to its packaging business. This policyfacilitates management of risks associated with the activities of the company andminimizes the impact of undesired and unexpected events. A risk cell constituting thesenior management staff has been constituted to assess risk prone areas and operationsframe plans to mitigate the perils and implement the plans. Review reports highlightingfactory operations production industry and market developments and compliance calendarare regularly placed before the Audit Committee and Board of Directors who after necessaryevaluation advises the risk cell to synchronize its effort to alleviate potential risks.The Risk Management Policy and the constitution of risk cell are available in thecompany's website at https://www.bampl.com.

DIVIDEND

The Board of Directors has recommended a final dividend of 5% i.e. Re. 0.50 per shareon the equity shares of Rs. 10 each of the company for the financial year 2016-17. Thedistribution of dividend will result in payout of Rs. 24.80 lac excluding tax on dividendif approved by the shareholder in the ensuing Annual General Meeting.

RESERVES

The Board of directors has not proposed any amount to be transferred to any reserve.

FIXED DEPOSITS

The Company has no outstanding deposit as on 31st March 2017.

DIRECTORS

The Directorate of the company consists of five directors two of them are independent.Mrs. A Farley has been appointed Chairman of the Board. No new directors have beenintroduced in the directorate and none of the existing directors has resigned during theyear.

By virtue of section 152 of the Act' Mrs. A Farley Director retire by rotation at theforthcoming Annual General Meeting and being eligible offer herself for re-appointment.

KEY MANAGERIAL PERSONNEL

Mr. Somnath Chatterjee Whole time Director Mr. D. Chowdhury Company Secretary holdthe position of key managerial personnel in terms of section 203 of the Act'. Mr. ChhandakNandy Chief Operating Officer and Manager has resigned from the company with effect from8th February 2017. Mr Siddhartha Gupta has resigned from the position Chief FinancialOfficer with effect from 22nd June 2017.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declaration to the company certifying theirindependency in terms of section 149(6) of the Act and the same have been placed andnoted by the Directors present in the meeting of the Board of Directors held on 26th May2017.

PERFORMANCE EVALAUATION OF THE BOARD OF DIRECTORS

In terms of section 134(3) of the Act the Company has laid down the criteria forreviewing the performance of the Board of Directors its Committees and IndividualDirectors. These criteria are available at the website of the company at www.bampl.com.The formal evaluation of its own performance for the financial year 2016-17 was made bythe Board in its meeting held on 26th May 2017.

FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS

The Independent Directors have been familiarized through various presentations of theirroles rights and responsibilities in the company nature of the industry in which thecompany operate etc. The details of the presentations are available at the website of thecompany under the web link www.bampl.com.

BOARD MEETINGS

During the year under review seven Board Meetings of the Directors were convened andheld on 27.05.2016 12.08.2016 23.09.2016 13.10.2016 11.11.2016 13.02.201730.03.2017. Attendance of Directors in Board Meetings during the financial year 2016-17 issummarized below:

Name of the Director Category No. of Meetings attended
Mrs. Anuradha Farley Non-Executive Promoter Chairperson 1
Mr. Anjan Ghosh Non-Executive Independent 7
Mr. Amit Chowdhuri Non-Executive Independent 7
Mr. Somnath Chatterjee Executive Whole time Director 7
Mrs. Gargi Barooah Non-Executive Promoter 1

COMMITTEES OF BOARD

The Company has the following Committees of the Board:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder's Relationship Committee

4. Share Transfer Committee

Audit Committee

The composition and terms of reference of Audit Committee is in compliance with therequirement of section 177 of the Companies Act' 2013. The Audit Committee consists of Mr.Anjan Ghosh as Chairman and Mr. Amit Chowdhuri and Mr. Somnath Chatterjee as members. Themajority of members including Chairman are Independent Directors. During the year underreview four meetings were held on 27.05.2016 12.08.2016 11.11.2016 13.02.2017. TheChairman of the Audit Committee was present at the last Annual General Meeting. There wereno instances where the Board had not accepted the recommendations of the Audit Committee.Attendance of the members in the meetings of the Audit Committee held during the FinancialYear 2016-17 are summarized below:

Name of the Members Position No. of Meetings attended
Mr. Anjan Ghosh Chairman 4
Mr. Somnath Chatterjee Member 4
Mr. Amit Chowdhuri Member 4

Nomination and Remuneration Committee

The Committee comprises of three Non - Executive Directors out of which two areIndependent Directors. During the year under review three meetings of the Committee wereheld on 27.05.2016 12.08.2016 and 22.02.2017. Composition and attendance of the membersin the meetings of the Nomination and Remuneration Committee held during the FinancialYear 2016-17 are summarized below:

Name of the Members Position No. of Meetings attended
Mr. Anjan Ghosh Chairman 3
Mrs. Anuradha Farley Member --
Mr. Amit Chowdhuri Member 3

Stakeholders' Relationship Committee

The Committee comprises of Mr. Amit Chowdhuri as Chairman and Mr. Anjan Ghosh and Mr.Somnath Chatterjee as members. The majority of members including Chairman are IndependentDirectors of the Company. During the year under review four meetings of the Committeeswere held on 27.05.2016 12.08.2016 11.11.2016 and 13.02.2017.The composition andattendance of the members in the meetings of the Stakeholders' Relationship Committee heldduring the Financial Year 2016-17 are summarized below:

Name of the Members Position No. of Meetings attended
Mr. Amit Chowdhuri Chairman 4
Mr. Anjan Ghosh Member 4
Mr. Somnath Chatterjee Member 4

Share Transfer Committee

The Committee met three times during the year under review on 06.05.2016 06.09.2016and 10.01.2017. The composition and attendance of the members in the meetings of the ShareTransfer Committee held during the Financial Year 2016-17 are summarized below:

Name of the Members Position No. of Meetings attended
Mr. Somnath Chatterjee Member 3
Mr. Anjan Ghosh Member 3
Mr. Amit Chowdhuri Member 3

MEETING OF THE INDEPENDENT DIRECTORS

In terms of section 149 of the Act' read with schedule IV of the Act' a separatemeeting of the Independent Directors of the Company was held on 13th February 2017.

NOMINATION AND REMUNERATION POLICY

A Nomination and Remuneration Policy of the Company as recommended by Nomination andRemuneration Committee of Directors was formulated pursuant to the provisions of section178 (3) of the Act and approved by the Board of Directors of the Company. The said Policyis available at the website of the Company at https://www.bampl.com.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 134(5) of the Act' your Directors state that:

a. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. 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 the company at the financial year ended 31st March2017 and ofthe profit and loss of the company for the year ended on that date;

c. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts on a going concern basis;

e. They have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively.

f. 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 INTERNAL FINANCIAL CONTROLS

In terms of section 134 (3) (q) of the Act' read with rule 8 of the Companies(Accounts) Rules 2014 the Directors confirm that the company has adequate internalfinancial control system commensurate with its size and nature of business. The objectiveof establishing such control measures is to ensure efficient usage and protection of thecompany's resources accuracy in recording and reporting of operational and financialdata and timely compliance of statues. The ERP system which provides for stringentprocedure check ensures structured work instructions and clearly laid down principles forauthorization and approval of sales purchases payments and receipts. Furthercomputerized system provides for custodial control with identified persons at all levels.The pre-audit and post-audit checks and reviews carried out by independent firm ofChartered Accountants ensure follow up on the observations made by them. The AuditCommittee of Directors in its periodic meetings reviews the internal audit reports toensure adequacy of internal control systems. The Chief Financial Officer is responsiblefor the authenticity of the quarterly and annual financial statements.

These financial statements are closely monitored by the Audit Committee of Directors toevaluate the adequacy of internal financial controls with respect to these statements. TheAudit Committee also periodically monitors adherence to the company's various policies.

CORPORATE SOCIAL RESPONSIBILITY

The Company was not required to develop and implement any policy on Corporate SocialResponsibility initiatives during the year under review.

Since the profit of the company for the financial year ended 31st March 2017 hasexceeded the threshold limit as stated in section 135 of the Act' which entailsconstitution of CSR Committee of Directors the Board of Directors in its meeting held on22nd June 2017 has constituted a CSR Committee of Directors comprising of Mr. AmitChowdhuri as Chairman and Mr. Anjan Ghosh and Mr. Somnath Chatterjee as members. Thenewly formed CSR Committee will recommend the Board of Directors the policy andinitiatives on CSR.

LOANS GUARANTEES OR INVESTMENTS

During the year under review the company has not given any loan or provided anyguarantee or made any investments exceeding the limits prescribed under section 186 of theAct'.

RELATED PARTY TRANSACTIONS

The Company has not entered into any contract /arrangement with any related partyduring the year under review which requires disclosure in the Boards' Report in terms ofsection 188(1) of the Act' read with rule 8(2) of the Companies (Accounts) Rules 2014.

STATUTORY AUDITORS

M/s APS Associates Chartered Accountants (Firm Registration no. 306015E) StatutoryAuditors of the company retires in the ensuing Annual General Meeting on completion oftheir tenure as envisaged in section 139(2) of the Act'.

On the basis of recommendation made by Audit Committee your Directors proposeappointment of M/s Ghosal Basu and Ray Chartered Accountants (Reg. No. 315080E) as theStatutory Auditors of the company in the ensuing Annual General Meeting.

The reports given by M/s APS Associates on the Financial Statements and InternalFinancial Control of the company are part of the Annual Report. There is no qualificationreservation adverse remark or disclaimer given by the Auditors in their report.

SECRETARIAL AUDITORS

Mr. Tarun Chatterjee Practicing Company Secretary carried out the Secretarial Auditand compliance of the Secretarial Standards for the financial year 2016-17. The Report isannexed as Annexure-A. There is no qualification reservation or adverse remarkgiven by the Secretarial Auditors in his report.

ADHERERENCE TO SEBI (LODR) REGULATIONS 2015

The Company has complied with the applicable provisions of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. In terms of regulation 15(2) of the saidRegulations the company is not required to attach ‘Corporate Governance Report' alongwith the Board's report for the year under review.

APPLICABILITY OF INDIAN ACCOUNTING STANDARDS

The quarterly financial statements during the financial year 2016-17 and annualfinancial statements for the financial year ended 31st March 2017 have been prepared inaccordance with the Standards of Accounting as specified under the Companies Act' 1956;i.e. Companies (Accounting Standards) Rules 2006. The Company will comply with theconditions of Indian Accounting Standards (Ind AS) while preparing the interim and annualfinancial statements for the accounting period beginning on or after 1st April 2017.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND 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 enclosed as Annexure - B.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Act' read with rule 12 (1) of the Companies(Management and Administration) Rules 2014 extract of Annual Return of the company forthe financial year ended 31st March 2017 is attached with Board's Report as Annexure -C.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THECOURTS/REGULATORS/TRIBUNALS

There has been no material order against the company by any Regulator Court orTribunal impacting the going concern status of the company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In terms of section 177 (10) of the Act' the company adopted a vigil mechanism toreport and to deal with genuine concern raised by any whistle blowers. The said policy isavailable at the website of the company at https://www.bampl.com.

MATERIAL CHANGES AND COMMITMENTS

Your Directors confirm that there are no material changes and commitments affectingthe financial position of the company which has occurred between the end of the financialyear of the company and the date of this report.

PARTICULARS OF EMPLOYEES

Key Managerial Personnel other than Whole Time Director were paid monthly remunerationfor the financial year 2016-17 as approved by the Board of Directors on recommendationmade by the Nomination and Remuneration Committee of Directors. Whole Time Directorreceived remuneration for the financial year ended 31st March 2017 by way of one timeincentive.

In terms of rule 5 of the Companies (Appointment & Remuneration) Rules 2014 asamended the following statement depicts the necessary disclosure with regards toremuneration paid to Directors and Key Managerial Personnel vis-a-vis compensation of theemployees.

a) The ratio of the remuneration of Whole time Director and Key Managerial Personnel tothe median remuneration of the employees of the company for the financial year 2016-17:

Name of Whole Time Director/ Key Managerial Personnel Designation Ratio of remuneration to median remuneration employees Percentage increase in remuneration
Mr. Somnath Chatterjee Whole Time Director 1:1 N.A.
Mr. C. Nandy Manager 5:1 41%
(employed part
of the year)
Mr. D. Chowdhury Company Secretary 2:1 N.A.
Mr. S. Gupta Chief Financial 3:1 15%
Officer

Note: i) Non-executive Directors of the Company are entitled for sitting fees and ratioof remuneration and the percentage increase for non-executive directors are not consideredfor above mentioned purpose. Besides sitting fees the Non-Executive Directors of thecompany were not paid any other remuneration or commission except reimbursement ofconveyance expenses for attending the meetings. During the financial year 2016-17 in linewith recommendation made by the Nomination and Remuneration Committee of Directors sittingfees payable to Non-Executive Directors were revised from 1st September 2016 sitting feesfor attending meetings of the Board of Directors were revised from Rs. 10000/- to Rs.15000/- for attending each meeting of the Board of Directors from Rs. 6000/- to Rs.10000/- for attending the meetings of Audit Committee Nomination and RemunerationCommittee and Stakeholders Relationship Committee. The Whole Time Director received onetime incentive of Rs. 3 00000/- during the financial year which is variable in nature.

ii) Employees for the above purpose include employees and executives of the companyexcluding employees covered under wages agreement.

b) The percentage increase in the median remuneration of general employees of thecompany other than factory managers and executives for the financial year ended 31st March2017 was 16%. The factory managers and executives received an average increment in salaryof 22 % during the year under review.

c) The Company has 121 permanent employees on its rolls as at 31st March 2017 excludingpermanent employees who are under the wages agreement.

d) Increase in remuneration of the Key Managerial Personnel were in line with theremuneration policy of the company.

e) The particulars of top ten employees in terms of remuneration drawn during thefinancial year ended 31st March 2017 are listed below :

Name of the Employee Designation Remuneration Received (Rs.) Nature of Employment Qualifica- tion Experience (in years) Date of Commence ment of employment Age Last Employment % of Equity shares held in the company Whether relative of any Director/ Manager
Mr. Chhandak Nandy Chief Operating 1581217 Contractual Diploma in 24 03.10.2005 48 Steelworth No
Officer and Engineering & Pvt. Ltd.
Manager Management Kolkata
Mr. Siddhartha Gupta Chief Financial 921160 Permanent C.A. 8 01.04.2015 36 Shrachi No
Officer Emami Group
Mr.D.K.Rout Dy. General 908140 Permanent Diploma in 33 20.04.1988 54 Star No
Manager Elect. Engineers
Engineering
Mr. Saumya Kanti Das Asst. General 833280 Permanent B.Com 29 18.12.1992 51 Anamoy Clinic No
Manager & Research
Centre
Mr.L.N.Dash Head (Flexi 802880 Permanent Diploma in 14 25.05.2012 35 Intermat No
Unit) Mech.Engg. Packaging
Mr.S.Muthukumar Area Manager- 715480 Permanent DEEE 22 12.12.2011 43 Caprihan No
Sales & India Ltd.
Marketing T.N.
Mr.Debdip Chowdhury Company 678000 Contractual ACS & 24 01.08.2015 46 Kalpana No
Secretary ACMA Industries
Kolkta
Mr.Gautam Sr.Area 646208 Permanent B.Sc 31 22.08.2005 55 Fiat Motors No
Bhattacharjee Manager Dealers
Mr.Subra Sankha Marketing 624300 Permanent B.Com 21 06.02.2012 45 VFC No
Ghosh Executive Industries Ltd.
Mr.P.K.Sahoo Manager- 585660 585660 Diploma in 26 01.10.1991 48 N.A. No
Production(S Engg.
acks Unit)

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

The Company adopted an Anti-Sexual Harassment Policy in line with the requirements ofthe Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act' 2013. The said policy may be viewed at the website of the company athttps://www.bampl.com. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment cases. All employees (permanentcontractual temporary trainees) are covered under this policy. The following is thesummary of sexual harassment complaints received and disposed of during the year:

No. of complaints received: 1 (One).
No. of complaints disposed of: 1 (One).

ACKNOWLEDGEMENT

Your Directors acknowledge the assistance and co-operation extended by the stakeholdersof the company. The Directors also wishes to place or record their deep appreciation forthe valuable contribution made by the employees of the organization throughout the year byway of dedicated service.

For and on behalf of the Board of Directors
Place: Kolkata Amit Chowdhuri Anjan Ghosh Somnath Chatterjee
Date: 22nd June 2017 Director Director Whole Time Director