#MDStart#
Management Discussion and Analysis
Your Directors have pleasure in presenting the Annual Report of B&A Ltd.(hereinafter referred to as "the Company") together with the audited financialstatements of the Company for the financial year ended 31st March 2020.
Financial Results
The standalone financial results of the company for the financial year 2019-20 aresummarized below:
| | (in Rs. Lac) |
| Particulars | Year ended March 31 2020 | Year ended March 31 2019 |
| Revenue from Operations | 13215.00 | 12070.67 |
| Other Income from Operations | 106.53 | 62.29 |
| Total Income from Operations | 13321.53 | 12132.96 |
| Total Expenditure after adjustment of increase/decrease of stock | 12727.85 | 11204.24 |
| Profit from Operations before | | |
| Depreciation Finance Cost and Tax | 593.68 | 928.72 |
| Depreciation | 332.11 | 339.56 |
| Finance Cost | 443.36 | 423.09 |
| Profit/(Loss) before Tax | (181.79) | 166.07 |
| Provision for Tax | | |
| Current Tax | | (12.00) |
| Deferred Tax | 65.45 | 22.80 |
| Profit/(Loss) for the year | (116.34) | 176.87 |
| Earning Per Share (Rs.) | (3.75) | 5.71 |
Performance and Operations
Your Company has been producing quality CTC teas in its Eight Tea Estates located inAssam and its teas have wide acceptability amongst premium buyers both in auction andprivate sales. During the year under review the Company produced 35.10 lac kgs of made teafrom its own tea leaves which is slightly higher compared to previous year. Productionfrom bought leaf was higher by 5.42 lac kgs compared to previous year but the marketwitnessed lesser demand and lower selling price for weaker category. The combined volumeof sales of made tea from own tea and bought tea leaves was 66.43 lac kgs which is higherby 6.8 lac kgs compared to previous year. However average selling price of made tea fromown leaf was lower compared to previous year. Though Company could sell higher quantity ofmade tea from bought tea leaves but the price was lower compared to previous year. Erraticweather conditions irregular rainfall and pest attacks hampered harvest and quality butunder no circumstance the quality of the produce was compromised by your Company. As aresult in Kolkata auctions Gatoonga Mokrung and Salkathoni Estates were able to achieveprices above Rs. 400 in number of invoices. During the year under review the averageprices of the Company's teas fetched in auction was higher than auction averages.
The Company recorded an increase in the sale of tea of Rs. 11.45 cr. during the yearunder review compared to previous year due to favourable volume variance. However due toreduced average price fetched in both teas made from own crop and bought leaf resultingin negative selling price variance the Company suffered reduction in sale value. Thoughthe Company was able to keep most of the expenditures under control costs associated withwages power and fuel and pesticides went up substantially due to reasons beyond control.Further the Company suffered crop loss for nationwide lockdown imposed by Government ofIndia for COVID 19 pandemic during March 2020. As a result of these subtleties the Companywas not able to maintain its budgeted profitability and incurred loss during the yearunder review. A comprehensive note has been given in the financial statements for theperiod under review highlighting the effect of lockdown imposed during March 20 due toCOVID-19 Pandemic.
The new tea factory at Sangsua Tea Garden has been fully operational and made goodquality of made tea during the year under review. The four factories namely MokrungGatoonga Salkathoni and Sangsua have certified in as complying with ISO-22000 food safetynorms. Further Gatoonga Mokrung and Salkathoni are being accredited with Trust teacertification with regards to own leaf. Mokrung Factory has received Trust teacertification for bought leaf. Trust tea certification for bought leaf for other factoriesis currently in progress.
Industry Structure Developments Outlook and Prospects
Industry Structure and Developments (Flashback Season 2019-20): Indian Economywitnessed slower growth in FY 2019-20 particularly in rural India. The Country registereddeclining sales in all sectors. The banking sector faced unprecedented challenges and themoney market become tight. The Country witnessed one of the warmest summer months anddelayed monsoon affected agri-sector. There is every possibility that economy willslowdown.
Tea season 2019-20 opened with subdued note as in excess of 20 mkgs had been carriedover into new season. Bumper harvest in Assam during March 2019 meant Assam varieties werenot fortuitous enough to either achieve or sustain new threshold limits. However CTCdemand and resultant levels kept getting healthier in 2nd quarter with below the bestbracket being the biggest beneficiary. Market improved from June after second flush andAssam teas welcomed price improvement. Quarter three witnessed medium and good quality CTCwell absorbing but at softer levels. Favorable growing conditions saw many Estates gettinghefty leaf intake. Deluge led to quality being severally impacted and over a prolongedperiod. Resultant price curve mid-November onwards was at an irregular to steep descend.
All India tea production witnessed a surge in the production. The overall crop intakewas 1389.7 mkgs as against 1338.63 mkgs in season 2018-19. The Assam valley also witnessedhigher crop. Overall Assam Crop intake was 670.78 mkgs against 645.14 mkgs in season2018-19. Overall Auction Averages for Assam CTC Leaf and Dust ended at Rs. 5 per kg lowerthan 2018-19. Bought Leaf Units lost almost Rs.10 per kg compared to 2019. All IndiaExports at the end of the season stood at 248.29 mkgs against 256.06 mkgs in 2019.
In the export front Iran doubled imports from India; exports of tea to USA alsoincreased. However exports to CIS countries and UAE declined. Unfavorable politicalclimate severally impacted exports to Pakistan.
Industry Outlook and Prospects (Season 2020-21): Compounded with COVID-19 crisisadverse weather condition pulled down output of tea much lower than normal level. Due tothe closure of production from December 2019 mandated by Tea Board the carry over stockin the season 2020-21 has been much less. Nationwide lockdown from 26th March 2019 hascaused substantial loss in tea production throughout the Country. Tea sector being highlylabour intensive is worried of the long term impact of the situation. Further untimelycutting of the bushes during lockdown to save the plants may have a devastating effect inmany gardens. As a result overall production is likely to be lower in the current year.Movement of tea will be restricted. Quality of tea will be affected and costs will go upunder fixed and cultivation expenses.
Season 2020-21 opened with a bitter note as Assam first flush was very badly affected;second flush was also partially affected. As result premium category will be in shortsupply in the current season and will face stiff competition. However packet tea sale inpremium western India markets will be good as there will be no negative impact of economyof sales.
Company Outlook and Prospects (Season 2020-21): The Company will continue toproduce quality tea and will instill its effort to increase yield and crop to the extentpracticable. As the market will surge due to short supply of quality tea it is expectedthat the Company's teas will be in demand. Tea Board of India might stop ReplantingSubsidy due to lack of funds arising out of Pandemic situation. The Company plans to spendjudiciously on development expenditure amidst tight working capital conditions. TheCompany has initiated cost cutting in several areas too which would result in savings.However since the current market trends are not very encouraging it would be early topredict the outcome of the current season as much will depend on post lockdown revival ofthe economy.
Challenges Risks and Concerns
Weather has become another deterrent factor for tea sector to bounce back. Adequaterainfall sunshine and temperature will be deciding factors for tea industry to survive incurrent season. Further skeleton scale plucking in Assam amidst lockdown since March 2020had led bushes developing unhealthy overgrowth causing immense long term loss for theplants. In the backdrop of rising social costs deployment of workforce is becoming animmense challenge causing loss of man-days. Further trade restrictions amid lockdown hascaused streamlining whole cycle of operation including procurement of raw materialfertilizer chemicals fuel and transportation which is adding on the bottom line of teaproducing companies.
Impact of COVID-19: With recent outbreak of COVD-19 the tea producers are facingsupply chain disruption alongwith decreasing production at site. The Company couldmaintain operation including factory and office after lifting of the lockdown restrictionsafter establishing thorough and well-rehearsed safety protocols. The Company adopted thework from home policy during lockdown period.
Although the operating cash flow was affected during the lockdown period with liftingof the lockdown normalcy is returning slowly. The Company does not see incremental risk ofrecoverability of Assets (inventory receivables etc.) taking into account the measuresbeing taken to mitigate the risks. The Company also does not foresee any significantimpact on the business due to non-fulfilment of the obligations by any party in future.Directors do not foresee any significant impact on internal financial control due to theCOVID-19 situation.
Risk Management
Your Directors have formulated Risk Management Policy and appointed a Risk cellcomprising of executives from senior management team. All potential and material risksfaced by the Company with regards to its tea business are identified and assessed oncontinuous basis by the Risk Cell. For each area of the risks identified necessarycontrols are exercised and procedures are put in place for monitoring mitigating all suchrisks and reporting the same to Audit Committee on periodic basis. The Risk ManagementPolicy and the constitution of risk cell are available in the Company's website athttps://www.barooahs.com/policies/risk-management-policy.pdf.
Recent outbreak of COVID-19 has put immense challenge before the risk structure of thecompanies across the globe in the key compliance areas like corporate governancestatutory compliances and disclosures workplace health and safety employment andcontinuity data privacy supply chain and working capital. The pandemic is causingsubstantial loss of business due to trade restrictions additional cost of operations dueto unproductive employment maintaining workplace health and safety and additional dataprivacy and security.
Your Directors feel that there would be no single key word to address a solution tothis situation but detailed analysis of the critical areas impacted due to the pandemicand plan for remedial measures specially preparing for organizational infrastructure andpeople to respond would be ideal risk management during pandemic. Your Directors areconfident that appropriate corrective measures would be taken up in this regard.
Transfer to Reserves
In view of loss no amount is being transferred to any reserves.
Dividend
In view of loss the Directors do not recommend any dividend for the financial year2019-20.
Subsidiary Company
The Company's subsidiary B&A Packaging India Ltd which is engaged in theproduction of high quality paper sacks and flexible laminates performed satisfactorilyduring the financial year ended 31st March 2020. During the financial year ended 31stMarch 2020 the Company registered a gross turnover of Rs.75.69 cr. (previous year Rs.71.68 cr.) and a pre-tax profit of Rs.9.73 cr. (previous year Rs. 7.19 cr.).
Financial Performance and Analysis
The Shareholders fund as on 31st March 2020 was Rs. 53.76 cr. comprising of Rs. 3.10cr.as equity share capital and Rs. 50.66 cr. as reserves. Details of significant changesin the key financial ratios is appended with the Board's Report and marked as
Annexure-A.
Extract of Annual Return
Pursuant to section 92(3) of the Companies Act' 2013 (hereinafter the Act) read withrule 12 (1) of the Companies (Management and Administration) Rules 2014 extract of AnnualReturn of the Company for the financial year ended 31st March 2020 is attached withBoard's Report as Annexure-B.
Annual Return of the Company for the financial year ended 31st March 2019 is availablein the website of the Company at the following web-linkhttp://www.barooahs.com/annual-return.html.
Corporate Social Responsibility
The Corporate Social Responsibility (CSR) Policy of the Company as recommended by theCSR Committee of Directors and approved by the Board of Directors is available at thewebsite of the Company at the web link http://www.barooahs.com/policies/policy-on-corporate-social-reponsibility.pdf.
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.
In terms of rule 9 of the Companies (Accounts) Rules 2014 read with rule 8 of theCompanies (Corporate Social Responsibility Policy) Rules 2014 Annual Report on CSR isattached as Annexure-C and forms part of the Director's Report.
Fixed Deposit
The Company had no outstanding deposit as on 31st March 2020.
Directors and Key Managerial Personnel
As on 31st March 2020 the Company's Directorate consisted of nine Directors; four ofthem are Independent Directors. The Board records the untimely passing of Late PrabirKumar Datta; Independent Director on 28th January 2020. The Board records the valuablecontribution made by Late Datta while in Directorate. Mrs. Anuradha Farley continues to bethe Chairman of the Board. The composition of the Directorate is in conformity with theprovisions of the Act' allied rules and Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 [hereinafter SEBI (LODR)]. Theparticulars of the Directorate and the Key Managerial Personnel are given under Part I ofthe Corporate Governance Report which forms part of this Annual Report.
During the year under review by virtue of section 152 and 160 of the Act' Mr. RobinAidan Farley was appointed as Rotational Director on Board in the
Annual General Meeting of the Company held on 14th September 2019.
By virtue of Section 152 of the Act' Mr. Bhramar Kumar Mahanta and Mrs. AnuradhaFarley Directors retire by rotation in the ensuing Annual General Meeting and areeligible for re-appointment.
A brief resume expertise and shareholding in your Company together with details ofother directorships of Mr. Mahanta and Mrs. Farley are given in the Corporate GovernanceSection of the Annual Report.
During the year under review by virtue of Section 100 read with 160 of the Act' Mr.Anjan Ghosh and Mr. Rajkamal Bhuyan were appointed Director with effect from 1st April2020 liable to retire by rotation in an Extra-Ordinary General Meeting held on 23rdMarch 2020 requisitioned by Shareholders of the Company. In the same meeting theShareholders appointed Mr. Amit Chowdhuri Mr. Amit Kiran Deb Mrs. Mou Mukherjee and Mr.Himangshu Sekhar Das as Independent Directors on Board with effect from 1st April 2020 onrecommendation made by the Board of Directors of the Company.
The Board of Directors is of the opinion that Mr. Amit Chowdhuri Mr. Amit Kiran DebMrs. Mou Mukherjee and Mr. Himangshu Sekhar Das have got the required integrity expertiseand experience to serve the Board as an Independent Director.
None of the Directors on the Board as on 31st March 2020 has been debarred ordisqualified from being appointed or continuing as Directors by Ministry of CorporateAffairs Government of India or Securities and Exchange Board of India or any suchStatutory Authority of India. A certificate in this regard from a Practicing CompanySecretary is enclosed as Annexure-D and forms part of this report.
Mr. Somnath Chatterjee Managing Director Mr. D. Chowdhury Company Secretary and Mr.Tapas Chatterjee Chief Financial Officer hold the position of key managerial personnelin terms of section 203 of the Act'.
Declaration by Independent Directors
All Independent Directors had given declaration to the Company stating theirindependence in terms of section 149 (6) of the Act' and the same were placed and noted inthe meeting of the Board of Directors held on 15th June 2020.
Meeting of the Board of Directors
The particulars of the meetings of the Board of Directors held during the financialyear ended 31st March 2020 have been furnished under para (ii) of section I of theCorporate Governance Report forming part of the Annual Report.
Committees of the Board of Directors
The Board had constituted ‘Audit Committee' ‘Nomination and RemunerationCommittee' ‘Corporate Social Responsibility Committee' ‘Share TransferCommittee' and ‘Stakeholders Relationship Committee' of Directors in terms ofrespective provisions of the Act' and SEBI (LODR). The constitution terms of referencesand policies of these committees have been discussed in detail in the Corporate Governancesection of the Annual Report. There were no instances where the Board did not accept therecommendations of the Audit Committee.
Compliance with Corporate Governance norms
In terms of the SEBI (LODR) a certificate from a Practicing Company Secretary oncompliance of corporate governance is attached with the Director's Report as Annexure-Eand 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 hadbeen followed alongwith proper explanation relating to material departures;
ii) They had 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 2020 and of the loss of yourCompany for the financial year ended 31st March 2020.
iii) They had 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) They had prepared the annual accounts 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 had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and were operating effectively.
Adequacy of Internal Financial Controls
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The internal financial controls are adequate and areoperating effectively so as to ensure orderly and efficient conduct of the businessoperations. The Statutory Auditors have also given an unmodified opinion on the internalfinancial controls on the financial reporting process in their report.
Maintenance of Cost Records
The Company has maintained adequate cost accounts and records as specified underSection 148(1) of the Act' with respect to its tea business.
Particulars of Contract and Arrangement with Related Parties
A policy on related party had been devised by the Board of Directors which is inconformity with Regulation 23 of SEBI (LODR) for determining the materiality oftransactions with related parties and strategy for dealing with the same. The said policyis available at the website of the Company at the following web-linkhttp://barooahs.com/policies/policy-on-related-party-transactions.pdf.
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 attached as Annexure-F andforms part of the Director's Report.
Remuneration Policy
The Board of Directors in compliance with the provisions of section 178 (3) of the Acton recommendation made by the Nomination and Remuneration Committee of Directorsformulated the Nomination and Remuneration Policy of the Company. The said policy isavailable at the website of the Company at web-link http://barooahs.com/policies/remuneration-policy.pdf.
Disclosure in terms of section 197 of the Act' read with rule 5 of the Companies(Appointment and Remuneration) Rules 2014 regarding remuneration paid to Directors and KeyManagerial Personnel for the financial year ended 31st March 2020 is given para 2(f) ofSection II in the Corporate Governance Section of the Annual Report.
Particulars of top ten employees in terms of remuneration drawn during the financialyear ended 31st March 2020 is produced in the Corporate Governance section of the AnnualReport.
Vigil Mechanism
In terms of section 177 (10) of the Act' and regulation 22 of the SEBI (LODR) theCompany had established a vigil mechanism to report and deal with genuine concern raisedby a whistle blower. The said policy is available at the website of the Company atweb-link http://barooahs.com/policies/vigil-mechanism.pdf.
Evaluation of Board's Performance
In terms of section 134 (3) of the Act' read with SEBI (LODR) the Company had laiddown the criteria for reviewing the performance of its Board of Directors Committees ofthe Board and individual Directors. The evaluation process of Directors inter aliaconsiders attendance of the Directors at Board and
Committee meetings acquaintance with business communicating inter se board memberseffective participation domain knowledge compliance with code of conduct vision andstrategy. The evaluation process and criteria for evaluating the performance are availablein detail in the website of the Company at web-link http://www.barooahs.com/policies/remuneration-policy.pdf
The Board evaluated its own annual performance including that of its Committees in themeeting of the Board of Directors held on 27th June 2020. The Board in the same meetingevaluated performance of the individual Directors.
Statutory and Cost Auditors
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 AnnualGeneral Meeting held on 15th September 2015. They retire in the ensuing Annual GeneralMeeting and eligible for re-appointment.
The Report given by the Statutory Auditors on the Financial Statement of the Companyfor the financial year ended 31st March 2020 is a part of the Annual Report. There hasbeen no qualification reservation adverse remark or disclaimer in the report.
M/s. Mou Banerjee & Co. Cost Accountants (FRN 00266) were appointed Cost Auditorsto carry out the Cost Audit of the applicable business of the Company for the financialyear ended 31st March 2020. They are eligible for re-appointment.
Secretarial Auditors
M/s T. Chatterjee & Associates Practicing Company Secretaries (FRN P2007WB067100)carried out the Secretarial Audit of the Company as envisaged under Section 204 of theAct' read with 24A of the SEBI (LODR) for the financial year 2019-20. The Audit Report andSecretarial Compliance Report are attached with the Board's Report as Annexure - G.
There was no qualification reservation adverse remark or disclaimer in the report.
None of the Auditors of the Company has reported any fraud as specified under thesecond proviso of Section 143 (12) of the Act.
Details of the Material and Significant Orders
There was no material order against the Company by any Regulator Court or Tribunalimpacting the going concern status of the Company.
A Scheme of Amalgamation between the Company and Buragohain Tea Company Ltd approved bythe Hon'ble Gauhati High Court has been challenged and is pending adjudication beforeappellate side of the said Court.
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 is attached with the Board's Report as
Annexure - H.
Particulars of Loans Guarantee or Investments
Details of loans guarantees or investments made by your Company under section 186 ofthe Act' during the financial year 2019-20 are appended as Annexure - I to thisreport.
Material Changes and Commitments
Your Directors confirm that there were no material changes and commitments affectingthe financial position of the Company which occurred between the end of the financial yeari.e. 31st March 2020 and the date of this report.
Employee Relations
The Company employed around 3368 individuals across its gardens and offices who share apassion for excellence. The key attributes that excelled their performance are knowledgebase expertise and experience. The Employee Relations remained harmonious throughout theyear and your Directors wishes to convey their gratitude and place on record theirappreciation for all executives staff and workers at all levels for their hard worksolidarity cooperation and dedication during the year.
Other declarations
Your Directors state that during the year under review:
a. The Company complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board and General Meetings.
b. The Company made no scheme or provision of money for the purchase of its own sharesby employees/ Directors or by trustees for the benefit of employees/Directors.
c. The Company did not issue any equity shares with differential rights as to dividendvoting or otherwise; and
d. There was no change in the share capital or nature of business of the Company.
| For and on behalf of the Board of Directors |
| Anjan Ghosh | Somnath Chatterjee |
| Director | Managing Director |
| DIN: 00655014 | DIN: 00172364 |
Place : Kolkata Date : 27th June 2020
DETAILS OF SIGNIFICANT CHANGES IN THE KEY FINANCIAL RATIOS
As on 31st March 2020 following are the significant changes i.e. changes of 25% or moreas compared to previous financial year in the key financial ratios of the companyalongwith necessary explanations:
| Serial No. Particulars | 2019-20 | 2018-19 | Variance | Reasons |
| 1. Inventory Turnover Ratio | 33.19 | 23.49 | +4129% | Inventory Turnover ratio has gone up due lesser stock at current year end. |
| 2. Interest Coverage Ratio | 0.59 | 1.39 | - 57.55% | Due to lower profitability during the current year interest cover has gone down. |
| 3. Operating Profit Margin | 1.98 | 4.88 | - 59.45% | Due to decrease in average selling price of tea compared to previous year as well as increase in salary and wages and certain items of expenditure Operating Profit Margin was lower compared to previous year. |
| 4. Net Profit Margin | -0.88 | 1.47 | -160.08% | Net Profit Margin was lower due to the reason stated in point 3 above. |
| 5. Return on Net Worth | -0.02 | 0.03 | -166.67% | - Same as stated in Point 4 above - |
FORM MGT-9
EXTRACT OF ANNUAL RETURN
As on financial year ended 31st March 2020
[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
| Corporate Identification Number: | L01132AS1915PLC000200 |
| Registration Date: | 1st June 1915 |
| Name of the Company: | B & A Limited |
| Category/Sub-Category of the Company: | Public Limited Company |
| Address of the registered office and Contact details : | Indu Bhawan Mahatma |
| Gandhi Road Jorhat - 785001 |
| Assam |
| Whether Listed Company: | Yes |
| Name Address and Contact details of | MCS Share Transfer Agent Ltd. |
| Registrar and Transfer Agent if any: | 383 Lake Gardens 1st Floor |
| Kolkata - 700045 |
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY - All the business activitiescontributing 10% or more of the total turnover of the company shall be stated :
| Serial No. Name and Description of Main Products/Services | NIC Code of the Product/Service | % of total turnover of the Company |
| 1. Growing of Tea | 01271 | 100% |
| Processing and Blending of Tea | 10791 | |
III. P ARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
| Serial No. Name and address of the company | CIN/GLN | Holding/ Subsidiary/ Associate | % of shares held | Applicable Section |
| 1. B & A Packaging India Ltd. | L21021OR1986 | Subsidiary | 71.66% | 2(87) |
| 22 Balgopalpur Industrial Area Balasore - 756020 Odisha | PLC001624 | | | |
IV. SHAREHOLDING PATTERN - Equity Share Capital Breakup as percentage of Total Equity.
i) Category-wise Shareholding
| Category of Shareholders | No. of Shares held at the beginning of the year (01.04.2019) | No. of Shares held at the end of the year (31.03.2020) | % Change during the year |
| Demat | Physical | Total | % of Total Shares | Demat | Physical | Total | % of Total Shares | |
| A. Pr omoters | | | | | | | | | |
| (1) Indian | | | | | | | | | |
| a) Individual/HUF | 1421048 | 300 | 1421348 | 45.85 | 1421348 | NIL | 1421348 | 45.85 | NIL |
| b) Central Govt. | 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. | 128776 | NIL | 128776 | 4.15 | 128776 | NIL | 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):- | 1833315 | 300 | 1833615 | 59.15 | 1833615 | NIL | 1833615 | 59.15 | NIL |
| (2) Foreign | | | | | | | | | |
| 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/ FI | 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):- | NIL | NIL | NIL | NIL | NIL | NIL | NIL | NIL | NIL |
| Total shareholding of | 1833315 | 300 | 1833615 | 59.15 | 1833615 | NIL | 1833615 | 59.15 | NIL |
| Promoter (A)=(A)(1)+ (A)(2) | | | | | | | | | |
| B. Public Shareholding | | | | | | | | | |
| 1. Institutions | | | | | | | | | |
| a) Mutual Funds | NIL | 100 | 100 | 0.00 | NIL | 100 | 100 | 0.00 | NIL |
| b) Banks/FI | NIL | 1200 | 1200 | 0.04 | NIL | 100 | 100 | NIL | (0.04) |
| 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 | NIL | NIL | NIL | NIL | NIL | NIL | NIL | NIL | NIL |
| Capital Funds | | | | | | | | | |
| i) Others (specify) | NIL | NIL | NIL | NIL | NIL | NIL | NIL | NIL | NIL |
| Sub-total (B) (1):- | NIL | 1300 | 1300 | 0.04 | NIL | 200 | 200 | NIL | (0.04) |
| 2. Non-Institutions | | | | | | | | | |
| a) Bodies Corp. | | | | | | | | | |
| i) Indian | 108648 | 9954 | 118602 | 3.83 | 151336 | 9954 | 161290 | 5.20 | 1.37 |
| ii) Overseas | NIL | NIL | NIL | NIL | NIL | NIL | NIL | NIL | NIL |
| b) Individuals | | | | | | | | | |
| i) Individual shareholders holding nominal share capital upto Rs. 1 lakh | 611438 | 105184 | 716622 | 23.12 | 563148 | 96779 | 659927 | 21.29 | (1.83) |
| ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh | 375210 | NIL | 375210 | 12.10 | 389191 | NIL | 389191 | 12.55 | 0.45 |
| c) Others | | | | | | | | | |
| i) Non Resident Indians | 11732 | 4800 | 16532 | 0.53 | 8828 | 4800 | 13628 | 0.44 | (0.09) |
| ii) Trusts & Foundations (specify) NIL | NIL | NIL | NIL | NIL | NIL | NIL | NIL | NIL | |
| iii) IEPF | 38119 | NIL | 38119 | 1.23 | 42149 | NIL | 42149 | 1.36 | 0.13 |
| Sub-total (B) (2):- | 1125601 | 139484 | 1265085 | 40.81 | 1154652 | 111533 | 1266185 | 40.85 | 0.04 |
| Total Public Shareholding | 1145147 | 121238 | 1266385 | 40.85 | 1154652 | 111733 | 1266385 | 40.85 | NIL |
| (B)= (B)(1)+(B)(2) | | | | | | | | | |
| C. Shares held by Custodian | NIL | NIL | NIL | NIL | NIL | NIL | NIL | NIL | NIL |
| for GDRs & ADRs | | | | | | | | | |
| Grand Total (A+B+C) | 2978462 | 121538 | 3100000 | 100 | 2988267 | 111733 | 3100000 | 100 | NIL |
ii) Shareholding of Promoters
| Sl. No. Shareholder's Name | Shareholding at the beginning of the year (01.04.2019) | Shareholding at the end of the year (31.03.2020) | % Change in share holding during the year |
| No. of Shares | % of total Share of the company | % of shares Pledged/ encumbered to total shares | No. of Shares | % of total Share of the company | % of shares Pledged/ encumbered to total shares | |
| 1. Hemendra Prasad Barooah | 861918 | 27.80 | NIL | 861918 | 27.80 | NIL | NIL |
| 2. Sharmila Shetty | 316200 | 10.20 | 6.45 | 316200 | 10.20 | NIL | 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. Barooahs & Associates Pvt. Ltd. | 123176 | 3.97 | NIL | 123176 | 3.97 | NIL | NIL |
| 7. Hacienda Properties Pvt. Ltd. | 5600 | 0.18 | NIL | 5600 | 0.18 | NIL | NIL |
| 8. Neela Bose | 200 | 0.01 | NIL | 200 | 0.01 | NIL | NIL |
| 9. Rupa Barbora | 200 | 0.01 | NIL | 200 | 0.01 | NIL | NIL |
| 10. Padma Kanta Mahanta | 200 | 0.01 | NIL | NIL | NIL | NIL | NIL |
| 11. Deena Raj | 100 | NIL | NIL | 100 | NIL | NIL | NIL |
| 12. Tridiv Mahanta (200 Shares transmitted from Padma Kanta | 100 | NIL | NIL | 300 | 0.01 | NIL | NIL |
| Mahanta on 29th April 2019) | | | | | | | |
| Total | 1833615 | 59.15 | 6.45 | 1833615 | 59.15 | NIL | NIL |
iii) Change in Promoters' Shareholding (please specify if there is no change) -There has been no change in the shareholding pattern in the promoter's shareholding duringthe financial year 2019-20.
iv) Shareholding Pattern of top ten shareholders (other than Directors Promotersand Holders of GDRs and ADRs).
| Serial No. Name of the Shareholder | Shareholding | Cumulative Shareholding during the year |
| No. of shares | (%) of total share capital | No. of shares | (%) of total share capital |
| 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. Sangeetha S | | | | |
| At the beginning of the year | Nil | Nil | Nil | Nil |
| Bought during the year | 50000 | 1.61 | 50000 | 1.61 |
| Sold during the year | -- | -- | 50000 | 1.61 |
| At the end of the year | 50000 | 1.61 | 50000 | 1.61 |
| 3. Jivraj Tea Ltd. | | | | |
| At the beginning of the year | 36519 | 1.18 | 36519 | 1.18 |
| Bought during the year | 12036 | 0.39 | 48555 | 1.57 |
| Sold during the year | -- | -- | 48555 | 1.57 |
| At the end of the year | 48555 | 1.57 | 48555 | 1.57 |
| 4. Agri Import & Export Ltd. | | | | |
| At the beginning of the year | Nil | Nil | Nil | Nil |
| Bought during the year | 44411 | 1.43 | 44411 | 1.43 |
| Sold during the year | -- | -- | 44411 | 1.43 |
| At the end of the year | 44411 | 1.43 | 44411 | 1.43 |
| 5. Pramod Prakash Mitra | | | | |
| At the beginning of the year | 41350 | 1.33 | 41350 | 1.33 |
| Bought during the year | -- | -- | 41350 | 1.33 |
| Sold during the year | -- | -- | 41350 | 1.33 |
| At the end of the year | 41350 | 1.33 | 41350 | 1.33 |
| 6. Dr. Ramesh Chimanlal Shah | | | | |
| At the beginning of the year | 39630 | 1.28 | 39630 | 1.28 |
| Bought during the year | -- | -- | 39630 | 1.28 |
| Sold during the year | -- | -- | 39630 | 1.28 |
| At the end of the year | 39630 | 1.28 | 39630 | 1.28 |
| 7. 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 |
| 8. Shail Bhusan Mehta | | | | |
| At the beginning of the year | 34233 | 1.10 | 34233 | 1.10 |
| Bought during the year | -- | -- | 34233 | 1.10 |
| Sold during the year | 36 | 0.00 | 34197 | 1.10 |
| At the end of the year | 34197 | 1.10 | 34197 | 1.10 |
| 9. Mahendra Girdharilal | | | | |
| At the beginning of the year | 31458 | 1.02 | 31458 | 1.02 |
| Bought during the year | 125 | 0.00 | 31583 | 1.02 |
| Sold during the year | -- | -- | 31583 | 1.02 |
| At the end of the year | 31583 | 1.02 | 31583 | 1.02 |
| 10. 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 |
Date-wise transactions are available at the website of the company athttps://www.barooahs.com v) Shareholding of Directors and Key Managerial Personnel.
| Serial No. Name of the Director/ Key Managerial Personnel | Shareholding | Cumulative Shareholding during the year |
| No. of shares | (%) of total share capital | No. of shares | (%) of total share capital |
| 1. Mrs. Anuradha 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. Bhramar Kumar 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 |
| 4. Mr. Tapas Kumar Chatterjee | | | | |
| At the beginning of the year | 140 | 0.00 | 140 | 0.00 |
| Bought during the year | -- | -- | 140 | 0.00 |
| Sold during the year | -- | -- | 140 | 0.00 |
| At the end of the year | 140 | 0.00 | 140 | 0.00 |
V) INDEBTEDNESS - Indebtedness of the Company including interest outstanding/accruedbut not due for payment.
(in Rs.)
| Secured Loans excluding deposits | Unsecured Loans | Deposits | Total Indebtedness |
| Indebtedness at the beginning | | | | |
| of the financial year | | | | |
| i) Principal Amount | 356953137 | -- | -- | 356953137 |
| ii) Interest due but not paid | -- | -- | -- | -- |
| iii) Interest accrued but not due | -- | -- | -- | -- |
| Total (i + ii + iii) | 356953137 | -- | -- | 356953137 |
| Change in indebtedness | | | | |
| during the financial year | | | | |
| - Addition | 2305089606 | 33581753 | -- | 2338671359 |
| - Reduction | (2335465142) | (33581753) | -- | (2369046985) |
| Net Change | (30375536) | -- | -- | (30375536) |
| Indebtedness at the end | | | | |
| of the financial year | | | | |
| i) Principal Amount | 326577601 | -- | -- | 326577601 |
| ii) Interest due but not paid | -- | -- | -- | -- |
| iii) Interest accrued but not due | -- | -- | -- | -- |
| Total (i + ii +iii) | 326577601 | -- | -- | 326577601 |
VI) REM UNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director Whole Time Director and/or Manager.
| | (in Rs.) |
| Serial No. Particulars of Remuneration | Somnath Chatterjee Managing Director | Total Amount |
| 1. Gross Salary | | |
| (a) Salary as per provisions contained in section 17(1) of the Income Tax Act 1961 | 2847600 | 2847600 |
| (b) Value of perquisites/s contained in section 17(2) of the Income Tax Act 1961 | 551136 | 551136 |
| (c) Profits in lieu of salary contained in section 17(3) of the Income Tax Act 1961 | -- | -- |
| 2. Stock Option | -- | -- |
| 3. Sweat Equity | -- | -- |
| 4. Commission | | |
| -- as % of profit | -- | -- |
| -- others specify… | -- | -- |
| 5. Total (A) | 3398736 | 3398736 |
| Ceiling as per the Act | | |
B. Remuneration to other Directors. (in Rs.)
| Serial No. Name of the Director | Fee for attending Board and Committee Meetings | Commission | Others please specify | Total |
| 1 Independent Directors | | | | |
| i. Mr. Basant Kumar Goswami | 260000 | NIL | NIL | 260000 |
| ii. Mr. Latifur Rahman | NIL | NIL | NIL | NIL |
| iii. Mr. Anjan Ghosh | 414000 | NIL | NIL | 414000 |
| iv. Mr. Prabir Kumar Datta | 70000 | NIL | NIL | 70000 |
| v. Mr. Raj Kamal Bhuyan | 260000 | NIL | NIL | 260000 |
| Total (1) | 1004000 | NIL | NIL | 1004000 |
| 2. Other Non-Executive Directors | | | | |
| i. Mrs. Anuradha Farley | 90000 | NIL | NIL | 90000 |
| ii. Mr. Amit Chowdhuri | 280000 | NIL | NIL | 280000 |
| iii. Mr. Robin Aidan Farley | 30000 | NIL | NIL | 30000 |
| iv. Mr. Bhramar Kumar Mahanta | 150000 | NIL | NIL | 150000 |
| Total (2) | 550000 | NIL | NIL | 550000 |
| Total (B)= (1+2) | 1554000 | NIL | NIL | 1554000 |
| Total Managerial Remuneration | N.A. | N.A. | N.A. | N.A. |
| Overall Ceiling as per the Act' (excluding sitting fees) | | | | |
C. Rem uneration to Key Managerial Personnel other than Managing Director/Manager/Whole Time Director
(in Rs.)
| Serial No. Particulars of Remuneration | Key Managerial Personnel | |
| Company Secretary | Chief Financial Officer | Total |
| 1. Gross Salary | | | |
| (a) Salary as per provisions contained in section 17(1) of the Income Tax Act 1961 | 1151960 | 1270250 | 2422210 |
| (b) Value of perquisites/s contained in section 17(2) of the Income Tax Act 1961 | 86504 | 126250 | 212754 |
| (c) Profits in lieu of salary contained in section 17(3) of the Income Tax Act 1961 | -- | -- | -- |
| 2. Stock Option | -- | -- | -- |
| 3. Sweat Equity | -- | -- | -- |
| 4. Commission | | | |
| - as % of profit | -- | -- | -- |
| - others specify… | -- | -- | -- |
| 5. Others please specify | | | |
| Total | 1238464 | 1396500 | 2634964 |
VII) PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES : -
There was no penalty punishment or compounding of offences for the year ended 31stMarch 2020.
| For and on behalf of the Board of Directors |
| Anjan Ghosh | Somnath Chatterjee |
| Director | Managing Director |
| DIN: 00655014 | DIN: 00172364 |
Place : Kolkata
Date : 27th June 2020
#MDEnd#
